Athens Bancshares DEF 14A Definitive proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Athens Bancshares Corporation
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April 10, 2013

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Athens Bancshares Corporation (the “Company”). The meeting will be held at the Sherman Fine Arts Building, Tennessee Wesleyan College, 204 East College Street, Athens, Tennessee, on Wednesday, May 15, 2013, at 8:30 a.m., local time.

The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. Directors and officers of the Company, as well as representatives of Hazlett, Lewis & Bieter, PLLC, the Company’s independent registered public accounting firm, will be present to respond to appropriate questions from shareholders.

It is important that your shares are represented at the meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote via the Internet or telephone or by promptly completing and mailing the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously mailed a proxy card or voted via the Internet or by telephone.

We look forward to seeing you at the meeting.

Sincerely,

Jeffrey L. Cunningham

President and Chief Executive Officer

ATHENS BANCSHARES CORPORATION

106 Washington Avenue

Athens, Tennessee 37303

(423) 745-1111

NOTICE OF 2013 ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE	8:30 a.m., local time, on Wednesday, May 15, 2013.
PLACE	Sherman Fine Arts Building, Tennessee Wesleyan College, 204 East College Street, Athens, Tennessee.
ITEMS OF BUSINESS	(1)    To elect three directors for a term of three years;
	(2)    To ratify the appointment of Hazlett, Lewis & Bieter, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2013;
	(3)    An advisory vote on the compensation of our named executive officers as disclosed in the accompanying proxy statement;
	(4)    An advisory vote on the frequency of the advisory vote on the compensation of our named executive officers; and
	(5)    To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.
RECORD DATE	To vote, you must have been a shareholder at the close of business on March 28, 2013.
PROXY VOTING	It is important that your shares be represented and voted at the meeting. You can vote your shares by Internet, by telephone or by completing and returning the proxy card or voting instruction form sent to you. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.
	By Order of the Board of Directors,
	Christopher O. Adams
	Corporate Secretary
Athens, Tennessee
April 10, 2013

ATHENS BANCSHARES CORPORATION

PROXY STATEMENT

GENERAL INFORMATION

We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Athens Bancshares Corporation for the 2013 annual meeting of shareholders and for any adjournment or postponement of the meeting. In this proxy statement, we may also refer to Athens Bancshares Corporation as the “Company,” “we,” “our” or “us.”

Athens Bancshares Corporation is the holding company for Athens Federal Community Bank. In this proxy statement, we may also refer to Athens Federal Community Bank as the “Bank.”

We are holding the 2013 annual meeting of shareholders at the Sherman Fine Arts Building, Tennessee Wesleyan College, 204 East College Street, Athens, Tennessee, on Wednesday, May 15, 2013 at 8:30 a.m., local time.

We intend to mail this proxy statement and the enclosed proxy card to shareholders of record beginning on or about April 10, 2013.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON MAY 15, 2013

This Proxy Statement and the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, are available athttp://www.cfpproxy.com/6767.

INFORMATION ABOUT VOTING

Who Can Vote at the Meeting

You are entitled to vote your shares of Athens Bancshares Corporation common stock that you owned as of March 28, 2013. As of the close of business on March 28, 2013, 2,220,813 shares of Athens Bancshares Corporation common stock were outstanding. Each share of common stock has one vote.

The Company’s charter provides that record holders of the Company’s common stock who beneficially own, either directly or indirectly, in excess of 10% of the Company’s outstanding shares are not entitled to any vote with respect to those shares held in excess of the 10% limit.

Ownership of Shares; Attending the Meeting

You may own shares of Athens Bancshares Corporation in one or more of the following ways:

• Directly in your name as the shareholder of record;

• Indirectly through a broker, bank or other holder of record in “street name”;

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• Indirectly through the Athens Federal Community Bank Employee Stock Ownership Plan;

• Indirectly through the Athens Federal Community Bank 401(k) Plan; or

• Indirectly through the Athens Bancshares Corporation 2010 Equity Incentive Plan.

If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us or to vote in person at the meeting.

If you hold your shares in street name, your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by filling out a voting instruction form that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Please see the instruction form provided by your broker, bank or other holder of record that accompanies this proxy statement. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of Athens Bancshares Corporation common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or other nominee who is the record holder of your shares.

If you own shares of Company common stock indirectly through the Athens Federal Community Bank Employee Stock Ownership Plan, the Athens Federal Community Bank 401(k) Plan or the Athens Bancshares Corporation 2010 Equity Incentive Plan, see“Participants in the ESOP, 401(k) Plan and Equity Incentive Plan” for voting information.

Quorum and Vote Required

Quorum. We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of common stock entitled to vote are present at the meeting, either in person or by proxy.

Vote Required for Proposals.At this year’s annual meeting, shareholders will elect three directors for a term of three years. In voting on the election of directors, you may vote in favor of the nominees, withhold votes as to all nominees, or withhold votes as to specific nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the annual meeting. This means that the nominees receiving the greatest number of votes will be elected.

In voting on the ratification of the appointment of the appointment of Hazlett, Lewis & Bieter, PLLC as the Company’s independent registered public accounting firm, you may vote in favor of the proposal, against the proposal or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast at the annual meeting.

In voting on the advisory resolution to approve the compensation of the Company’s named executive officers, you may vote in favor of the proposal, against the proposal or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast at the annual meeting.

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In voting on the advisory resolution regarding the frequency of the shareholder vote to approve the compensation of the named executive officers, you may vote for a frequency of one year, two years, or three years or abstain from voting. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency that has been selected by shareholders.

Routine and Non-Routine Proposals. Applicable stock exchange rules determine whether proposals presented at shareholder meetings are routine or non-routine. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote on the proposal without receiving voting instructions from the owner. If a proposal is non-routine, the broker or other entity may vote on the proposal only if the owner has provided voting instructions. A broker non-vote occurs when a broker or other entity is unable to vote on a particular proposal and the broker or other entity has not received voting instructions from the beneficial owner. The election of directors and the two advisory proposals regarding the compensation of the Company’s named executive officers are considered non-routine proposals, and the proposal to ratify the appointment of Hazlett, Lewis & Bieter, PLLC as the Company’s independent registered public accounting firm is considered a routine proposal.

How We Count Votes.If you return valid proxy instructions or attend the meeting in person, we will count your shares to determine whether there is quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum.

In the election of directors, votes that are withheld and broker non-votes will have no effect on the outcome of the election.

In counting votes on the ratification of the appointment of the independent registered public accounting firm and the two advisory proposals with respect to the compensation of the Company’s named executive officers, abstentions and broker non-votes will have no effect on the outcome of the proposal.

Voting by Proxy

The Company’s Board of Directors is sending you this proxy statement to request that you allow your shares of Company common stock to be represented at the annual meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors. The Board of Directors recommends that you vote:

• FORthe election of each of the nominees for director;

• FORthe ratification of the appointment of Hazlett, Lewis & Bieter, PLLC as the Company’s independent registered public accounting firm;

• FOR the approval of the compensation of the Company’s named executive officers as disclosed in this proxy statement; and

• To hold the advisory vote to approve the compensation of the Company’s named executive officers everyONE YEAR.

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If any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the annual meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your shares of Company common stock may be voted by the persons named in the proxy card on the new meeting date, provided that the new meeting occurs within 30 days of the annual meeting and you have not revoked your proxy. The Company does not currently know of any other matters to be presented at the meeting.

You may revoke your proxy at any time before the vote is taken at the meeting. To revoke your proxy, you must either advise the Corporate Secretary of the Company in writing before your shares have been voted at the annual meeting, deliver a later-dated and properly executed proxy, or attend the meeting and vote your shares in person. Attendance at the annual meeting will not in itself constitute revocation of your proxy.

Instead of voting by mailing a proxy card, registered shareholders can vote their shares of Company common stock via the Internet or by telephone. The Internet and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders cast their vote and confirm that their vote has been recorded properly. Specific instructions for Internet and telephone voting are set forth on the proxy card. The deadline for voting via the Internet or by telephone is 3:00 a.m., local time, on Wednesday, May 15, 2013.

Participants in the ESOP, 401(k) Plan and Equity Incentive Plan

If you participate in the Athens Federal Community Bank Employee Stock Ownership Plan (the “ESOP”) or if you invest in Company common stock through the Athens Bancshares Corporation Stock Fund in the Athens Federal Community Bank 401(k) Plan (the “401(k) Plan”), you will receive a voting instruction form for each plan that reflects all shares you may direct the trustees to vote on your behalf under the plan. Under the terms of the ESOP, all allocated shares of Company common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants. All unallocated shares of Company common stock held by the ESOP and allocated shares for which no timely voting instructions are received are generally voted by the ESOP trustee in the same proportion as shares for which the trustee has received timely voting instructions, subject to the exercise of its fiduciary duties. Under the terms of the 401(k) Plan, a participant may direct the stock fund trustees of the 401(k) Plan how to vote the shares in the Athens Bancshares Corporation Stock Fund credited to his or her account. The stock fund trustees will vote all shares for which timely voting instructions are not received in the same proportion as shares for which the trustees received voting instructions. If you participate in the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “Equity Incentive Plan”), you will also receive a voting instruction card for the purpose of directing the Equity Incentive Plan trustee how to vote the unvested shares of Company common stock awarded to you under the Equity Incentive Plan.The deadline for returning your voting instruction forms is May 8, 2013.

CORPORATE GOVERNANCE

Director Independence

The Company’s Board of directors currently consists of eight members, all of whom are independent under the listing requirements of the Nasdaq Stock Market, Inc. except for Jeffrey L. Cunningham who serves as President and Chief Executive Officer of both the Company and the Bank. In determining the independence of directors, the Board of Directors considered the various deposit, loan and other relationships that each director has with the Bank, including loans and lines of credit made to Directors Cathcart, Howard, Thompson and Wallace, in addition to the transactions disclosed under“Other Information Relating to Directors and Executive Officers—Transactions with Related Persons” below, but determined in each case that these relationships did not interfere with their exercise of independent judgment in carrying out their responsibilities as a director.

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Board Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors of the Company has determined that the separation of the offices of Chairman of the Board and President and Chief Executive Officer will enhance Board independence and oversight. Moreover, the separation of the Chairman of the Board and President and Chief Executive Officer will allow the President and Chief Executive Officer to better focus on his growing responsibilities of running the Company, enhancing shareholder value and expanding and strengthening our franchise while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Larry D. Wallace serves as Chairman of the Board of the Company and Jeffrey L. Cunningham serves as President and Chief Executive Officer of the Company. Mr. Wallace is independent under the listing requirements of the Nasdaq Stock Market, Inc.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks the Company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Chairman of the Board meets regularly with management to discuss strategy and risks facing the Company. Senior management attends the board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. The Chairman of the Board and independent members of the board work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors.

Corporate Governance Policy

The Board of Directors has adopted a corporate governance policy to govern certain activities, including: the duties and responsibilities of directors; the composition, responsibilities and operations of the Board of Directors; the establishment and operation of Board committees; succession planning; convening executive sessions of independent directors; the Board of Directors’ interaction with management and third parties; and the evaluation of the performance of the Board of Directors and of the President and Chief Executive Officer.

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Committees of the Board of Directors

The following table identifies our standing committees and their members. All members of each committee are independent in accordance with the listing requirements of the Nasdaq Stock Market, Inc. Each committee operates under a written charter that is approved by the Board of Directors and that governs its composition, responsibilities and operation. Each committee reviews and reassesses the adequacy of its charter at least annually. The charters of all three committees are available in the Investor Relations section of our website (www.athensfederal.com).

Director	Audit Committee			Compensation Committee			Nominating/ Corporate Governance Committee
Elaine M. Cathcart					X			X
Jeffrey L. Cunningham
G. Scott Hannah		X			X	*		X
G. Timothy Howard					X			X
Myra NanDora Jenne		X			X			X
M. Darrell Murray		X			X			X
Lyn B. Thompson		X	*		X			X
Larry D. Wallace					X			X	*
Number of Meetings in 2012		8			4			1

* Denotes Chairperson

Audit Committee. The Board of Directors has a separately-designated standing Audit Committee established in accordance with the Securities Exchange Act of 1934, as amended. The Audit Committee is responsible for providing oversight relating to our consolidated financial statements and financial reporting process, systems of internal accounting and financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the Board. The Audit Committee is also responsible for engaging the Company’s independent registered public accounting firm and monitoring its conduct and independence. The Company’s Board of Directors has designated Lyn B. Thompson as an “audit committee financial expert” under the rules of the Securities and Exchange Commission.

Compensation Committee. The Compensation Committee approves the compensation objectives for the Company and the Bank, establishes the compensation for the Company’s and Bank’s senior management and conducts the performance review of the President and Chief Executive Officer. The Compensation Committee reviews all components of compensation, including salaries, cash incentive plans, long-term incentive plans and various employee benefit matters. Decisions by the Compensation Committee with respect to the compensation of executive officers are approved by the full Board of Directors. The Committee also assists the Board of Directors in evaluating potential candidates for executive positions.

Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee assists the Board of Directors in: (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (2) recommending to the Board the director nominees for the next annual meeting; (3) implementing policies and practices relating to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (4) leading the Board in its annual review of the Board’s performance; and (5) recommending director nominees for each committee.

Minimum Qualifications for Director Nominees.The Nominating/Corporate Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in the Company’s Bylaws, which include an age limitation and a requirement that the candidate not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing documents.

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If a candidate is deemed eligible for election to the Board of Directors, the Nominating/ Corporate Governance Committee will then evaluate the following criteria in selecting nominees:

• contributions to the range of talent, skill and expertise of the Board of Directors;

• financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to read and understand financial statements;

• familiarity with the Company’s market area and participation in and ties to local businesses and local civic, charitable and religious organizations;

• personal and professional integrity, honesty and reputation;

• the ability to represent the best interests of the shareholders of the Company and the best interests of the institution;

• the ability to devote sufficient time and energy to the performance of his or her duties;

• independence as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria; and

• current equity holdings in the Company.

The Nominating/Corporate Governance Committee also will consider any other factors it deems relevant, including diversity, competition, size of the Board of Directors and regulatory disclosure obligations.

With respect to nominating an existing director for re-election to the Board of Directors, the Nominating/Corporate Governance Committee will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he or she serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.

Director Nomination Process.The process that the Nominating/Corporate Governance Committee follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows:

For purposes of identifying nominees for the Board of Directors, the Nominating/Corporate Governance Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities served by the Bank. The Nominating/Corporate Governance Committee will also consider director candidates recommended by shareholders according to the policy and procedures set forth below. The Nominating/Corporate Governance Committee has not previously used an independent search firm to identify nominees.

In evaluating potential nominees, the Nominating/Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Nominating/ Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.

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Considerations of Recommendations by Shareholders.The policy of the Nominating/Corporate Governance Committee is to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors. The Nominating/Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating/Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use of the Nominating/Corporate Governance Committee’s resources, the Nominating/ Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Shareholders. To submit a recommendation of a director candidate to the Nominating/Corporate Governance Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Nominating/Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:

1. The name of the person recommended as a director candidate;

2. All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934;

3. The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

4. As to the shareholder making the recommendation, the name and address of such shareholder as they appear on the Company’s books; provided, however, that if the shareholder is not a registered holder of the Company’s common stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

5. A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination at the Company’s annual meeting of shareholders, the recommendation must be received by the Nominating/Corporate Governance Committee at least 120 calendar days before the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year.

Board and Committee Meetings

During the fiscal year ended December 31, 2012, the Board of Directors of the Bank held twelve regular meetings and one special meeting, and the Board of the Directors of the Company held twelve regular meetings and one special meeting. No director attended fewer than 75% of the total meetings of the Company’s or the Bank’s Board of Directors and the respective committees on which such director served during fiscal 2012.

Director Attendance at the Annual Meeting of Shareholders

The Board of Directors encourages each director to attend the Company’s annual meeting of shareholders. All of the Company’s directors attended the Company’s 2012 annual meeting of shareholders.

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Code of Ethics and Business Conduct

The Company has adopted a code of ethics and business conduct which applies to all of the Company’s and the Bank’s directors, officers and employees. A copy of the code of ethics and business conduct is available to stockholders in the Investor Relations portion of our website (www.athensfederal.com).

REPORT OF THE AUDIT COMMITTEE

The Company’s management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed pursuant to U.S. Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T (The Auditor’s Communication With Those Charged With Governance), including the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with the independent registered public accounting firm the firm’s independence from the Company and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their consideration of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in its report, express an opinion on the conformity of the Company’s consolidated financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s consolidated financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s consolidated financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent registered public accounting firm is “independent.”

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In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the Securities and Exchange Commission. The Audit Committee also has approved, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

Audit Committee of the Board of Directors of

Athens Bancshares Corporation

Lyn B. Thompson, Chairperson

G. Scott Hannah

Myra NanDora Jenne

M. Darrell Murray

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DIRECTOR COMPENSATION

The following table provides the compensation received by individuals who served as directors, and who were not also named executive officers, of Athens Bancshares Corporation during the 2012 fiscal year.

	Fees Earned or Paid in Cash		Stock Awards		Option Awards		All Other Compensation (1)		Total
Elaine M. Cathcart	$	22,800	$	—	$	—	$	761	$	23,561
G. Scott Hannah		28,800		—		—		761		29,561
G. Timothy Howard		22,800		—		—		761		23,561
Myra NanDora Jenne		22,800		—		—		761		23,561
M. Darrell Murray		22,800		—		—		761		23,561
Lyn B. Thompson		34,800		—		—		761		35,561
Larry D. Wallace		28,800		—		—		761		29,561

(1) Represents accumulated cash dividends on shares of unvested restricted stock during the year ended December 31, 2012.

Cash Retainer and Meeting Fees For Non-Employee Directors.The following table sets forth the applicable retainers and fees that will be paid to our directors for their service on the Board of Directors of the Bank and the Company during the fiscal year ending December 31, 2013.

Board of Directors of Athens Federal Community Bank:
Monthly Retainer	$	1,500
Additional Monthly Retainer for Chairman of the Board		500
Additional Monthly Retainer for Audit Committee Chairperson		1,000
Additional Monthly Retainer for Compensation Committee Chairperson		500
Board of Directors of Athens Bancshares Corporation:
Monthly Retainer	$	400

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STOCK OWNERSHIP

The following table provides information as of March 28, 2013 about the persons, other than directors and executive officers, known to the Company to be the beneficial owners of more than 5% of the Company’s outstanding common stock. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power.

Name and Address	Number of Shares  Owned			Percent of Common  Stock Outstanding (1)
Athens Federal Community Bank 401(k) Plan 106 Washington Avenue Athens, Tennessee 37303		291,726			13.14	%
Athens Federal Community Bank Employee Stock Ownership Plan 106 Washington Avenue Athens, Tennessee 37303		220,706	(2)		9.94	%
Financial Edge Fund, L.P. Financial Edge—Strategic Fund, L.P. PL Capital Focused Fund, L.P. Goodbody/PL Capital, L.P. PL Capital, LLC PL Capital Advisors, LLC John W. Palmer Richard J. Lashley Beth Lashley Robin Lashley John Palmer, as Custodian for Jack Palmer under the Illinois Uniform Transfer to Minors Act c/o PL Capital Advisors, LLC 20 East Jefferson Avenue, Suite 22 Naperville, Illinois 60540		150,737	(3)		6.79	%

(1) Based on 2,220,813 shares of the Company’s common stock outstanding and entitled to vote as of March 28, 2013.

(2) As of March 28, 2013, 42,962 shares have been allocated to participants’ ESOP accounts.

(3) Based on a Schedule 13D filed with the Securities and Exchange Commission on August 8, 2011.

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The following table provides information about the shares of Company common stock that may be considered to be beneficially owned by each director or nominee for director of the Company, by the executive officers and by all directors, nominees for director and executive officers of the Company as a group as of March 28, 2013. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown.

Name	Number  of Shares Owned (1)(2)(3)			Number of Shares That May Be Acquired Within 60 Days By Exercising Options		Total		Percent of Common Stock Outstanding (4)
Directors:
Elaine M. Cathcart		51,705	(5)		4,761		56,466		2.33	%
Jeffrey L. Cunningham		53,618			22,218		75,836		2.41
G. Scott Hannah		45,261	(6)		4,761		50,022		2.04
G. Timothy Howard		12,261			4,761		17,022		*
Myra NanDora Jenne		15,161			4,761		19,922		*
M. Darrell Murray		42,040	(7)		4,761		46,801		1.89
Lyn B. Thompson		40,388	(8)		4,761		45,149		1.82
Larry D. Wallace		9,761			4,761		14,522		*
Executive Officers Who Are Not Directors:
Michael R. Hutsell		49,964	(9)		22,218		72,182		2.25
Jay Leggett, Jr.		62,282	(10)		16,663		78,945		2.80
Ross A. Millsaps		14,628			—		14,628		*
All Directors and Executive Officers as a Group (11) persons		397,069			94,426		491,495		17.88	%

* Represents less than 1% of the Company’s outstanding shares.

(1) Includes shares held under the Athens Federal Community Bank 401(k) Plan through a unitized Employer Stock Fund as follows: Mr. Cunningham–28,914 shares; Mr. Hutsell–25,184 shares; Mr. Leggett–19,451 shares; and Mr. Millsaps–9,924 shares.

(2) Includes shares of unvested restricted stock held under the Athens Bancshares Corporation 2010 Equity Incentive Plan as follows: Ms Cathcart–2,857 shares; Mr. Cunningham–13,330 shares; Mr. Hannah–2,857 shares; Mr. Howard–2,857 shares; Ms. Jenne–2,857 shares; Mr. Murray–2,857 shares; Ms. Thompson–2,857 shares; Mr. Wallace–2,857 shares; Mr. Hutsell–13,330 shares; Mr. Leggett–9,997 shares; and Mr. Millsaps-3,333 shares. Shares of restricted stock vest in five equal annual installments beginning on the first anniversary of the date of grant, which was December 19, 2012 for Mr. Millsaps and January 19, 2011 for each other director and executive officer listed above.

(3) Includes shares allocated under the Bank’s employee stock ownership plan as follows: Mr. Cunningham–2,486 shares; Mr. Hutsell–2,312 shares; Mr. Leggett–2,168 shares; and Mr. Millsaps–1,371 shares.

(4) Based on 2,220,813 shares of the Company’s common stock outstanding and entitled to vote as of March 28, 2013.

(5) Includes 5,500 shares held by individual retirement account, 13,400 shares held by Ms. Cathcart’s spouse and 6,600 shares held by her spouse’s individual retirement account.

(6) Includes 21,885 shares held by individual retirement account and 13,615 shares held by Mr. Hannah’s spouse’s individual retirement account.

(7) Includes 25,000 shares held by individual retirement account, 5,079 shares held by Mr. Murray’s spouse and 7,200 shares held by his spouse’s individual retirement account.

(8) Includes 10,000 shares held by individual retirement account and 25,627 shares held by Ms. Thompson’s spouse’s individual retirement account.

(9) Includes 150 shares held as custodian for Mr. Hutsell’s niece and 100 shares held as custodian for his nephew.

(10) Includes 7,800 shares held by Mr. Leggett’s sons.

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ITEMS OF BUSINESS TO BE VOTED ON BY SHAREHOLDERS

Item 1 — Election of Directors

The Company’s Board of Directors consists of eight members. The Board is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. Three directors will be elected at the annual meeting to serve for a three-year term, or until their respective successors have been elected and qualified. The nominees are G. Scott Hannah, M. Darrell Murray and Lyn B. Thompson, each of whom are currently directors of the Company and the Bank. There are no family relationships among the directors.

Unless you indicate on the proxy card that your shares should not be voted for certain nominees, the Board of Directors intends that the proxies solicited by it will be voted for the election of each of the Board’s nominees. If any nominee is unable to serve, the persons named in the proxy card would vote your shares to approve the election of any substitute proposed by the Board of Directors. At this time, we know of no reason why any nominee might be unable to serve.

The Board of Directors recommends that shareholders vote “FOR” the election of all of the nominees.

Information regarding the directors is provided below. Unless otherwise stated, each person has held his or her current occupation for the last five years. Ages presented are as of December 31, 2012. The starting year of service as director relates to service on the Board of Directors of the Bank.

Board Nominees for Terms Ending in 2016

G. Scott Hannahis the retired owner of Hiwassee Sales, Inc., a wholesale beverage distributor. Age 62. Director since 2003.

Mr. Hannah’s background offers the Board of Directors substantial small company management experience, specifically within the region in which the Bank conducts its business, and provides the Board with valuable insight regarding the local business and consumer environment. In addition, Mr. Hannah offers the Board of Directors significant business and management level experience from a setting outside of the financial services industry.

M. Darrell Murrayis a self-employed realtor and auctioneer. Age 67. Director since 1993.

Mr. Murray’s background provides the Board of Directors with critical experience in real estate matters, which are essential to the business of the Bank.

Lyn B. Thompsonhas worked as a self-employed certified public accountant since January 2007. From January 2005 to January 2007, Ms. Thompson served as Chief Financial Officer of Smoky Management, LLC, a cash advance company. Before that, Ms. Thompson was a Director at G.R. Rush & Company, P.C., a certified public accounting firm. Age 53. Director since 2005.

As a certified public accountant, Ms. Thompson provides the Board of Directors with experience regarding accounting and financial matters.

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Directors Continuing in Office with Terms Ending in 2014

Myra NanDora Jenneis a practicing attorney at Jenne, Scott & Jenne, PLLC, a law firm located in Cleveland, Tennessee. Age 44. Director since 2010.

Ms. Jenne’s background and experience provides the Board with the skills and insight necessary to assess and address governance and legal issues associated with overseeing the operations of a public company.

Larry D. Wallaceserves as Chairman of the Board of Directors of the Bank and the Company. Mr. Wallace previously served as the Director of the Tennessee Bureau of Investigation for 12 years from 1992 through 2003. Upon his retirement as Director of the Tennessee Bureau of Investigation, Mr. Wallace returned home to Athens, Tennessee and presently serves Tennessee Wesleyan College as Vice President of Administration. Age 68. Director since 2006.

Mr. Wallace’s involvement with Tennessee Wesleyan College has allowed him to develop strong ties to the community, providing the board with valuable insight regarding the local business and consumer environment. In addition, Mr. Wallace is also a strong advocate of the Company and the Bank through his extensive civic and community involvement.

Directors Continuing in Office with Terms Ending in 2015

Elaine M. Cathcartis a retired Chief Manager of Mayfield Realty. Age 64. Director since 1993.

Ms. Cathcart’s background provides the Board of Directors with critical experience in real estate matters, which are essential to the business of the Bank.

Jeffrey L. Cunninghamserves as President and Chief Executive Officer of the Company and the Bank. Mr. Cunningham is a licensed attorney with significant experience in real estate and probate law as well as general corporate and commercial practice. Mr. Cunningham joined the Bank as Chief Operating Officer in October 1999 and became President and Chief Executive Officer in March 2000. Age 55. Director since 1992.

Mr. Cunningham’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which the Bank serves affords the Board valuable insight regarding the business and operations of the Company and Bank. In addition, Mr. Cunningham’s legal background and experience provides the Board with unique skills needed to guide the Company and its management effectively. Mr. Cunningham’s knowledge of all aspects of the Company’s and Bank’s business and history, combined with his success and strategic vision, positions him well to continue to serve as our President and Chief Executive Officer.

G. Timothy Howardis the President of Howard Brothers Logging, Inc., a timber products company. Age 54. Director since 2001.

Mr. Howard’s background offers the Board of Directors substantial small company management experience, specifically within the region in which the Bank conducts its business, and provides the Board with valuable insight regarding the local business and consumer environment. In addition, Mr. Howard offers the Board of Directors significant business and management level experience from a setting outside of the financial services industry.

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Item 2 — Ratification of the Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed Hazlett, Lewis & Bieter, PLLC to serve as the Company’s independent registered public accounting firm for the 2013 fiscal year, subject to ratification by shareholders. A representative of Hazlett, Lewis & Bieter, PLLC is expected to be present at the annual meeting to respond to appropriate questions from shareholders and will have the opportunity to make a statement should he desire to do so.

If the ratification of the appointment of the independent registered public accounting firm is not approved by a majority of the shares cast at the annual meeting, the Audit Committee of the Board of Directors may consider other independent registered public accounting firms.

The Board of Directors recommends that shareholders vote “FOR” the ratification of the appointment of Hazlett, Lewis & Bieter, PLLC as the Company’s independent registered public accounting firm for the 2013 fiscal year.

Audit Fees.The following table sets forth the fees billed to the Company by Hazlett, Lewis & Bieter, PLLC for the fiscal years ended December 31, 2012 and 2011.

	2012		2011
Audit fees(1)	$	122,917	$	122,447
Audit related fees(2)		93,901		88,859
Tax fees(3)		14,600		14,400
All other fees		—		—

(1) Includes fees for the audit of the consolidated financial statements and review of the interim financial information contained in the quarterly reports on Form 10-Q and other regulatory reporting. In addition, this category includes fees for services associated with the review of documents filed with the SEC.

(2) Includes fees for attestation and related services traditionally performed by the auditor including attestation services not required by statute or regulation and consultations concerning financial accounting and reporting standards.

(3) Includes fees for tax compliance services including preparation of original and amended federal and state income tax returns, preparation of personal property tax returns and tax payment and planning advice.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm.The Company’s Audit Committee has adopted a policy for approval of audit and permitted non-audit services by the Company’s independent registered public accounting firm. The Audit Committee will consider annually and approve the provision of audit services by the independent registered public accounting firm and, if appropriate, approve the provision of certain defined audit and non-audit services. The Audit Committee also will consider on a case-by-case basis and, if appropriate, approve specific engagements.

Any proposed specific engagement may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at its next regular meeting. The Audit Committee will regularly review summary reports detailing all services being provided to the Company by its independent registered public accounting firm.

During the year ended December 31, 2012, all of the audit related fees, tax fees and all other fees set forth above were approved by the Audit Committee.

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Item 3 — Advisory Vote on Executive Compensation

As required by federal securities laws, the Board of Directors is providing the Company’s stockholders with an opportunity to provide an advisory vote on the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and the related narrative discussion contained in this proxy statement.

This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s stockholders the opportunity to endorse or not endorse the Company’s executive pay program and policies through a vote on the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and related narrative discussion contained in the 2013 proxy statement, is hereby approved.”

This advisory vote on the compensation of our named executive officers is not binding on us, our Board of Directors or the Compensation Committee. However, our Board of Directors and the Compensation Committee will review and consider the outcome of this advisory vote when making future compensation decisions for our named executive officers.

The Board of Directors recommends that stockholders vote “FOR” the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and related narrative discussion contained in this proxy statement.

Item 4 — Advisory Vote on the Frequency of the Stockholder Vote to Approve Executive Compensation

As required by federal securities laws, the Board of Directors is providing the Company’s stockholders with an opportunity to provide an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers. We are asking stockholders whether the advisory vote should occur every year, every two years or every three years.

The Board of Directors has considered the frequency of the advisory vote on the compensation of the Company’s named executive officers that it should recommend. After considering the benefits and consequences of each option for the frequency of submitting the advisory vote on the compensation of the Company’s named executive officers to stockholders, the Board recommends submitting the advisory vote on the compensation of the Company’s named executive officers to stockholders annually.

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The Board of Directors believes an annual advisory vote on the compensation of the Company’s named executive officers will allow the Board to obtain information on stockholders’ views of the compensation of the Company’s named executive officers on a more consistent basis. In addition, the Board believes an annual advisory vote on the compensation of the Company’s named executive officers will provide the Board of Directors and the Compensation Committee with frequent input from stockholders on the Company’s compensation programs for its named executive officers. Finally, the Board believes an annual advisory vote on the compensation of the Company’s named executive officers aligns more closely with the Company’s objective to engage in regular dialogue with its stockholders on corporate governance matters, including the Company’s executive compensation philosophy, policies and programs.

This advisory vote on the frequency of the vote on the compensation of our named executive officers is not binding on us, our Board of Directors or the Compensation Committee. Our Board of Directors and Compensation Committee may determine that it is in the best interests of the Company and its shareholders to hold such advisory vote more or less frequently than the option selected by shareholders.

The Board of Directors recommends that stockholders vote to hold the advisory vote on the compensation of the Company’s named executive officers every year.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following information is furnished for the principal executive officer and the next two most highly compensated executive officers of the Company whose total compensation for the year ended December 31, 2012 exceeded $100,000. These individuals are referred to in this proxy statement as “named executive officers.”

Name and Principal Position	Year		Salary		Bonus		Stock Awards (1)		Option Awards		All Other Compensation (3)		Total
Jeffrey L. Cunningham		2012	$	278,814	$	51,585	$	—	$	—	$	273,755	$	604,155
President & Chief Executive Officer		2011		270,693		35,519		283,280		—		233,134		822,626
Michael R. Hutsell		2012		185,657		50,000		—		—		46,895		282,552
Vice President, Chief Operating Officer and Chief Financial Officer		2011		180,250		50,000		283,280		—		30,374		543,904
Jay Leggett, Jr.		2012		159,135		60,000		—		—		64,008		283,143
City President—Cleveland		2011		154,500		55,000		212,453		—		47,369		469,322

(1) Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718 on outstanding restricted stock awards for each director based upon the Company’s stock price of $12.75 as of January 19, 2011, the date of grant. When shares become vested and are distributed from the trust in which they are held, the recipient will also receive an amount equal to accumulated cash and stock dividends (if any) paid with respect thereto, plus earnings thereon. For more information, see note 12 to the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

(2) Details of the amounts disclosed in the “All Other Compensation” column for the fiscal year ended December 31, 2012 are provided in the table below:

	Mr. Cunningham			Mr. Hutsell			Mr. Leggett
Employer contributions to 401(k) plan	$	15,417		$	17,000		$	16,876
Deferred compensation credit		54,155	(a)		—			—
Dividends on unvested restricted shares		3,555			3,555			2,666
Non-qualified salary continuation plan contributions		160,986			7,062			9,733
Value of ESOP allocation		13,426			12,710			11,685
Perquisites		19,683	(b)		—	(c)		17,412	(d)
Health and insurance benefits		6,126			6,318			5,635
Split dollar life insurance imputed income		407			250			—

(a) Represents a non-cash credit by the Bank to a deferred compensation account established under Mr. Cunningham’s employment agreement.

(b) Includes an automobile allowance of $16,620 and $3,063 for country club dues.

(c) Did not exceed $10,000.

(d) Includes an automobile allowance of $14,358 and $3,054 for country club dues.

Employment Agreements

The Bank and the Company entered into separate employment agreements with each of Messrs. Cunningham and Hutsell effective April 1, 2010. In addition, the Bank entered into an employment agreement with Mr. Leggett effective July 23, 2010. Each employment agreement provides for a three-year term, subject to annual renewal by the boards of directors for an additional year beyond the then-current expiration date. The term of each agreement currently expires on March 31, 2016. The current aggregate base salaries under the employment agreements are $284,391, $189,371 and $162,318 for Messrs. Cunningham, Hutsell and Leggett, respectively. The agreements also provide for participation in employee benefit plans and programs maintained for the benefit of employees and senior management personnel, including incentive compensation, health and welfare benefits, retirement benefits and certain fringe benefits as described in the agreements and, in the case of Mr. Cunningham, continued annual contributions to a deferred compensation account established under the employment agreement.

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Upon termination of employment (other than termination in connection with a change in control), each executive has agreed not to solicit our employees for two years from his date of termination and not to compete with us for one year from his date of termination. See“—Potential Post-Termination Benefits”for information regarding severance benefits provided under the agreements.

Under the employment agreements, we agree to pay all reasonable costs and legal fees of the executives in relation to the enforcement of the agreements, provided the executives succeed on the merits in a legal judgment, arbitration proceeding or settlement. The employment agreements also provide for indemnification of the executives to the fullest extent legally permissible.

Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options and unvested restricted stock awards for each named executive officer as of December 31, 2012.

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable (1)		Option Exercise Price		Option Expiration Date		Number of Shares of Restricted Stock That Have Not Vested (2)		Market Value of Shares of Restricted Stock That Have Not Vested
Jeffrey L. Cunningham		22,218		33,327	$	11.50		12/15/2020		17,774	$	293,448
Michael R. Hutsell		22,218		33,327		11.50		12/15/2020		17,774		293,448
Jay Leggett, Jr.		16,663		24,995		11.50		12/15/2020		13,330		220,078

(1) Options vest in five equal annual installments beginning one year from the date of grant, which was December 15, 2010 for all named executive officers.

(2) Restricted stock awards vest in five equal annual installments beginning one year from the date of grant, which was January 19, 2011 for all named executive officers.

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Life Insurance Benefits

We maintain group carve-out plans with Messrs. Cunningham and Hutsell pursuant to which the proceeds of certain insurance policies are divided upon the death of the executive. Under the plans, if Messrs. Cunningham or Hutsell dies prior to termination of employment, his beneficiary will receive a benefit equal to three times the executive’s annual salary less $50,000, up to a maximum benefit of $450,000. The executive’s participation in the plan terminates at the time the executive terminates employment (other than on account of death or following a change in control).

Nonqualified Deferred Compensation

Supplemental Executive Retirement Plan Agreements.We maintain supplemental executive retirement plan agreements with Messrs. Cunningham, Hutsell and Leggett. Under the agreement with Mr. Cunningham, we will provide him with an annual benefit (payable in monthly installments) of $160,000 for 20 years if he separates from service with the Bank after attaining age 58. Under the agreements with Messrs. Hutsell and Leggett, we will provide Messrs. Hutsell and Leggett with an annual benefit (payable in monthly installments) of $100,000 for 15 years if they separates from service with the Bank after attaining age 62. The executives are also entitled to certain benefits under the agreements if they terminate employment before those ages or on account of death, disability or a change in control. See“—Potential Post-Termination Benefits”for information regarding severance benefits provided under the agreements.

Potential Post-Termination Benefits

The following is a summary of the potential post-termination benefits our named executive officers would have been eligible to receive as of December 31, 2012, had their employment with us been terminated under the circumstances described below as of that date.

Death. Under each of the employment agreements with Messrs. Cunningham, Hutsell and Leggett, if the executive dies during the term of the agreement, we will pay his estate the compensation that would have been due to him through the expiration date of the term of the agreement. We will make this payment within 9 months of the executive’s death. Upon his death, Mr. Cunningham will also vest in the deferred compensation account established for him under the employment agreement.

Under life insurance group carve-out plans we have entered into with Messrs. Cunningham and Hutsell, if Messrs. Cunningham or Hutsell dies while employed, his beneficiary will receive a benefit equal to three times the executive’s annual salary less $50,000, up to a maximum benefit of $450,000.

If any of the named executive officers die while in active service, we will pay his beneficiary the normal retirement benefit under the supplemental executive retirement plan agreement that otherwise would have been paid to him for 20 years, in the case of Mr. Cunningham, and 15 years in the case of Messrs. Hutsell and Leggett. If any of the executives die after separating from service, his beneficiary will receive or continue to receive the benefit to which he was otherwise entitled under the supplemental retirement plan agreement.

Upon their death, the stock options granted to each of the named executive officers fully vest and become exercisable for one year. In addition, all unvested restricted stock awards also fully vest.

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Disability.Under the employment agreement with Mr. Cunningham, if we terminate his employment due to disability, we will pay him the compensation and benefits due under the agreement for (i) any period leading up to the termination of his employment on account of the disability and (ii) for the remaining term of the agreement. Under the agreements with Messrs. Hutsell and Leggett, if we terminate the executive’s employment due to disability, we will pay the executive the compensation and benefits (other than any bonus) due under the agreement for any period leading up to the termination of his employment on account of the disability. We will reduce the disability payments due under the employment agreements by amount payable to the executives during the same periods of time under any disability plan covering the executives. Upon his termination of employment due to disability, Mr. Cunningham will also vest in the deferred compensation account established for him under the employment agreement.

If any of the named executive officers separate from service with us before attaining age 58, in the case of Mr. Cunningham, or age 62, in the case of Messrs. Hutsell and Leggett, as a result of disability, he will receive an annual benefit under his supplemental executive retirement plan agreement equal to 100% of the account value determined under the agreement for 20 years, in the case of Mr. Cunningham, or 15 years, in the case of Messrs. Hutsell and Leggett, commencing at the time he separates from service.

Upon their termination of employment on account of disability, all stock options granted to the named executive officers fully vest and become exercisable for one year. In addition, all unvested restricted stock awards also fully vest.

Just Cause.None of the named executive officers has the right to receive any payments or benefits under his employment agreement if we terminate his employment for “Just Cause.” The term “Just Cause” is defined in the employment agreements as 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 the employment agreement.

Each of the named executive officers will forfeit all benefits under his supplemental executive retirement plan agreement, as well as all rights associated with the stock options and restricted stock granted to him, if his employment is terminated for cause.

Without Just Cause or with Good Reason.If we terminate any of the named executive officer’s employment without “Just Cause” or if any of them terminates employment with “Good Reason,” we will provide him with his annual base salary for the remaining term of the agreement, plus an additional year of base salary. In addition, we will continue the executive’s medical and life insurance coverage until the earlier of (i) the date on which the executive returns to work with us or another employer, (ii) age 65, (iii) death or (iv) the remaining term of his employment agreement. If we cannot continue to provide medical and life insurance coverage for the executive, then we will provide him with a lump sum cash benefit equal to the present value of the estimated cost of the coverage (plus any related tax indemnification payments) for the remaining term of the agreement. The employment agreements define “Good Reason” as any of the following events, to which the named executive officer does not provide his written consent: (i) a failure to re-appoint the executive to his position of employment, (ii) a material change in his position so that the position becomes one of lesser importance or responsibility, (iii) a material reduction in his base salary or benefits (other than a reduction that is applicable to all executives or is part of an overall reduction that does not discriminate against the executive) and (iv) a relocation of the executive’s place of employment by more than 25 miles.

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Under the supplemental executive retirement plan agreements, if we terminate the named executive officers’ employment before age 58, in the case of Mr. Cunningham, or before age 62, in the case of Messrs. Hutsell and Leggett, for reasons other than cause or disability, they will receive a reduced annual benefit (based on the amount we have accrued toward the normal retirement benefit) for 20 years, in the case of Mr. Cunningham, and 15 years, in the case of Messrs. Hutsell and Leggett, payable commencing at the time Mr. Cunningham turns age 58 or at the time Messrs. Hutsell and Leggett turn age 62. If the named executive officers voluntarily terminate employment with us before age 58, in the case of Mr. Cunningham, or before age 62, in the case of Messrs. Hutsell and Leggett, they will receive the vested portion of the account value (determined based on the amount we have accrued toward the normal retirement benefit) for 20 years or 15 years, respectively, payable commencing at the time they turn age 58 or age 62, respectively. Under the agreements, Messrs. Cunningham, Hutsell and Leggett were 64.29%, 13.88% and 15.63% vested as of December 31, 2012.

All unvested stock options and restricted stock awards will be forfeited upon termination without just cause or for good reason.

Voluntary Resignation.Under the employment agreements, if any of the named executive officers voluntarily terminates employment with us upon 90 days’ written notice, we will provide the executive with the compensation due him through the date of his termination. Mr. Cunningham is also entitled to the vested portion of the deferred compensation account established for him under his employment agreement.

Under the supplemental executive retirement plan agreements, if the named executive officers voluntarily terminate employment with us before age 58, in the case of Mr. Cunningham, or before age 62, in the case of Messrs. Hutsell and Leggett, they will receive the vested portion of the account value (determined based on the amount we have accrued toward the normal retirement benefit) for 20 years or 15 years, respectively, payable commencing at the time they turn age 58 or age 62, respectively. Under the agreements, Messrs. Cunningham, Hutsell and Leggett were 64.29%, 13.88% and 15.63% vested as of December 31, 2012.

All unvested stock options and restricted stock awards will be forfeited upon an executive’s voluntary resignation.

Change in Control.Under the employment agreements, if a change in control (as defined in the agreements) occurs and the executive terminates employment involuntarily or with good reason, we will pay him a lump equal to three times his average annual taxable income for the five taxable years before the year in which the change in control occurs. In addition, we will provide the executive with the same post-termination health and welfare coverage as if he had terminated without cause or with good reason.

Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times the individual’s “base amount” are deemed to be “excess parachute payments” if they are contingent upon a change in control. These amounts are referred to as “excess parachute payments.” Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and we would not be entitled to a federal income tax deduction for any amount above the base amount. For purposes of Section 280G, an individual’s “base amount” generally equals his average annual taxable compensation for the five taxable years preceding the year in which the change in control occurs. The agreements allow, but do not require, the executives to reduce their change in control payments to the extent necessary to ensure that they will not receive “excess parachute payments,” which otherwise would result in the imposition of an excise tax and loss of the tax deduction.

Under the supplemental executive retirement plan agreements, the executives are entitled to the normal retirement benefit if they separate from service for any reason, other than for cause, following a change in control. The change in control benefit would be payable at the later of the executive’s separation from service or his normal retirement age (age 58 for Mr. Cunningham and age 62 for Messrs. Hutsell and Leggett) under the agreements.

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OTHER INFORMATION RELATING TO

DIRECTORS AND EXECUTIVE OFFICERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities Exchange Commission. Executive officers, directors and greater than 10% shareholders are required by regulation to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of its executive officers, directors and greater than 10% beneficial owners has complied with applicable reporting requirements for transactions in Company common stock during the fiscal year ended December 31, 2012.

Transactions with Related Persons

Loans and Extensions of Credit.The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by the Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. The Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit the Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee.

The Bank currently maintains a preferred rate employee loan program that is available to all employees of the Bank and its subsidiaries and does not give preference to any executive officer over any other employee. Non-employee directors of the Bank are not eligible to participate in the preferred rate employee loan program. Pursuant to the terms of the program, consumer loan rates are generally based on the Bank’s most recent cost of funds, which is determined on a monthly basis by the Bank’s Vice President, Chief Operating Officer and Chief Financial Officer. In addition, under the terms of the program, real estate loans are generally offered at the prevailing loan rate less 1.0%, with the exception of certain adjustable rate loans, which will generally remain at the prevailing rate during the discounted or locked period and then be adjusted to 1.0% less than the prevailing margin. With respect to real estate loans, origination fees are waived on both in-house and secondary market loans and employee loan closing costs are equal to those fees imposed upon third parties. Home equity lines of credit are also offered to employees at a rate equal to the Wall Street Journal prime rate index minus 0.50%. Generally, the minimum and maximum rate for employee home equity loans is 2.75% and 18.0%, respectively, and all annual fees are waived for employees.

24

The preferred rate employee loan program is made available to employees at the completion of 90 days of employment and all loan funds must be used by employees for personal purposes only. In addition, the program does not extend to members of an employee’s family and loan benefits may not be used to fund an employee’s outside business activities. Reduced employee loan margins only apply to employees who meet the Bank’s normal underwriting criteria and employee loans made pursuant to the program are subject to credit approval and normal underwriting standards. If an employee’s employment with the Bank is terminated, rates made available under the preferred employee loan program will increase to the terms of the loan contained in the initial disclosure. At December 31, 2012, none of our named executive officers had any outstanding loans under the preferred rate employee loan program. During the year ended December 31, 2012, Ross A. Millsaps, our Vice President and Chief Credit Officer, had an outstanding home equity line of credit with an available credit line of $50,000 under the preferred rate employee loan program. This loan, which was originated on February 2, 2007, was repaid on May 30, 2012. Prior to repayment, the loan was accruing interest at the rate of 2.75% per annum. During the fiscal year ended December 31, 2012, Mr. Millsaps made total interest and principal payments of approximately $713 and $50,000, respectively, with respect to the home equity line of credit.

Pursuant to the Company’s Audit Committee Charter, the Audit Committee periodically reviews, no less frequently than quarterly, a summary of the Company’s transactions with directors and executive officers of the Company and with firms that employ directors, as well as any other related person transactions, to recommend to the disinterested members of the Board of Directors that the transactions are fair, reasonable and within Company policy and should be ratified and approved. Also, in accordance with banking regulations and its policy, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of $25,000 or 5% of the Company’s capital and surplus (up to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Additionally, pursuant to the Company’s Code of Ethics and Business Conduct, all executive officers and directors of the Company must disclose any existing or potential conflicts of interest to the President and Chief Executive Officer of the Company. Such potential conflicts of interest include, but are not limited to, the following: (1) the Company conducting business with or competing against an organization in which a family member of an executive officer or director has an ownership or employment interest and (2) the ownership of more than 5% of the outstanding securities or 5% of total assets of any business entity that does business with or is in competition with the Company.

The aggregate outstanding balance of loans extended by the Bank to its executive officers and directors and related parties was $111,793 at December 31, 2012. These loans were performing according to their original terms at December 31, 2012. In addition, these loans were made in the ordinary course of business, on substantially the same terms, including interest rates except for those made in accordance with employee benefits program discussed above and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectibility or present other unfavorable features when made.

Other Transactions.Since January 1, 2012, there have been no transactions and there are no currently proposed transactions in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any of our executive officers and directors had or will have a direct or indirect material interest.

25

SUBMISSION OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS

The Company must receive proposals that shareholders seek to include in the proxy statement for the Company’s next annual meeting no later than December 11, 2013. If next year’s annual meeting is held on a date that is more than 30 calendar days from May 15, 2014, a shareholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation materials for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

The Company’s Bylaws provide that, in order for a shareholder to make nominations for the election of directors or proposals for business to be brought before the annual meeting, a shareholder must deliver notice of such nomination and/or proposals to the Company’s Secretary not less than 90 days before the date of the annual meeting. However, if less than 100 days’ notice or prior public disclosure of the annual meeting is given to shareholders, such notice must be delivered not later than the close of business on the tenth day following the day on which notice of the annual meeting was mailed to shareholders or public disclosure of the meeting date was made. A copy of the Bylaws may be obtained from the Company.

SHAREHOLDER COMMUNICATIONS

The Company encourages shareholder communications to the Board of Directors and/or individual directors. All communications from shareholders should be addressed to Athens Bancshares Corporation, P.O. Box 869, Athens, Tennessee 37371-0869. Communications to the Board of Directors should be sent to the attention of Christopher O. Adams, Corporate Secretary. Communications to individual directors should be sent to such director at the Company’s address. Shareholders who wish to communicate with a committee of the Board of Directors should send their communications to the attention of the Chairman of the particular committee, with a copy to Larry D. Wallace, the Chairman of the Nominating/Corporate Governance Committee. It is in the discretion of the Nominating/Corporate Governance Committee as to whether a communication sent to the full Board should be brought before the full Board.

MISCELLANEOUS

The Company will pay the cost of this proxy solicitation. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses they incur in sending proxy materials to the beneficial owners of Company common stock. In addition to soliciting proxies by mail, directors, officers and regular employees of the Company may solicit proxies personally or by telephone without receiving additional compensation.

The Company’s Annual Report on Form 10-K has been included with this proxy statement. Any shareholder who has not received a copy of the Annual Report on Form 10-K may obtain a copy by writing to the Corporate Secretary of the Company or by accessing a copy online. See“Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 15, 2013.” The Annual Report is not to be treated as part of the proxy solicitation material or as having been incorporated by reference into this proxy statement.

26

If you and others who share your address own your shares in “street name,” your broker or other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a shareholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your shares in “street name” and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder of record.

Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope.

By Order of the Board of Directors,

Christopher O. Adams

Corporate Secretary

Athens, Tennessee

April 10, 2013

27

Dear ESOP Participant:

On behalf of the Board of Directors of Athens Bancshares Corporation (the “Company”), I am forwarding to you the attachedyellow vote authorization form so that you may convey your voting instructions toPentegra Trust Company, the trustee for theAthens Federal Community Bank Employee Stock Ownership Plan(“ESOP”), on the proposals presented at the Annual Meeting of Shareholders of the Company to be held on May 15, 2013. Also enclosed is a Notice and Proxy Statement for the Company’s Annual Meeting of Shareholders and an Annual Report to Shareholders of the Company.

As an ESOP participant, you are entitled to instruct the ESOP Trustee how to vote the shares of Company common stock (“Common Stock”) allocated to your account as of March 28, 2013, the record date for shareholders entitled to vote at the Annual Meeting. To direct the ESOP Trustee how to vote the shares of Common Stock allocated to your ESOP account, please complete, sign and submit the enclosedyellowvote authorization form in the postage paid envelope provided with this letter,no later thanMay 8, 2013. The unallocated shares of Common Stock held in the ESOP Trust and the shares for which timely instructions are not received, will be voted by the ESOP Trustee in a manner calculated to most accurately reflect the instructions the ESOP Trustee receives from participants regarding the shares of Common Stock allocated to their accounts, subject its fiduciary duties.

Your vote will not be revealed, directly or indirectly, to any employee or director of the Company or Athens Federal Community Bank.

Sincerely,

/s/ Michael R. Hutsell

Michael R. Hutsell

Name:                     

Shares:                    

VOTE AUTHORIZATION FORM

I understand that Pentegra Trust Company, the ESOP Trustee, is the holder of record and custodian of all shares of Athens Bancshares Corporation (the “Company”) common stock allocated to me under the ESOP. I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Shareholders to be held on May 15, 2013.

Accordingly, you are to vote my shares as follows (please check one):

1.      The election as directors of all nominees listed for a term of three years (unless the “For All Except” box is marked and the instructions below are complied with).
G. Scott Hannah	M. Darrell Murray	Lyn B. Thompson
		FOR ALL
FOR	WITHHOLD	EXCEPT
¨	¨	¨
INSTRUCTION: To withhold your vote for any individual nominee, mark “FOR ALL EXCEPT” and write that nominee’s name on the line(s) provided below.
2.      The ratification of the appointment of Hazlett, Lewis & Bieter, PLLC as the independent registered public accounting firm of Athens Bancshares Corporation for the fiscal year ending December 31, 2013.
FOR	AGAINST	ABSTAIN
¨	¨	¨
3.      To approve, by a non-binding advisory vote, the compensation paid by the company to its named executive officers.
FOR	AGAINST	ABSTAIN
¨	¨	¨

4.      To approve the frequency of the non-binding advisory vote on the compensation of the named executive officers.
ONE YEAR	TWO YEARS	THREE YEARS	ABSTAIN
¨	¨	¨	¨

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH

NOMINEE, “FOR” PROPOSALS 2 AND 3 AND “FOR” THE VOTE TO APPROVE

EXECUTIVE COMPENSATION EVERY YEAR.

The ESOP Trustee is hereby authorized to vote any shares allocated to me in its trust capacity as indicated above.

Date Signature

Please date, sign and return this form in the enclosed

postage-paid envelope no later than May 8, 2013.

Dear 401(k) Plan Participant:

On behalf of the Board of Directors of Athens Bancshares Corporation (the “Company”), I am forwarding to you the attached blue vote authorization form so that you may convey your voting instructions toPentegra Trust Company, the trustee for theAthens Federal Community Bank 401(k) Plan(the “401(k) Plan”), on the proposals presented at the Annual Meeting of Shareholders of the Company on May 15, 2013. Also enclosed is a Notice and Proxy Statement for the Company’s Annual Meeting of Shareholders and the Annual Report to Shareholders of the Company.

As a 401(k) Plan participant investing in the Company common stock through the 401(k) Plan, you are entitled to direct the 401(k) Plan trustee as to the voting of shares of Company common stock credited to your 401(k) Plan account as of March 28, 2013, the record date for the 2013 Annual Meeting of Shareholders.

At this time, in order to direct the voting of your shares of Company common stock credited to your account in the 401(k) Plan, you must complete, sign and submit the enclosedblue vote authorization form in the postage paid envelope provided with this letter,no later thanMay 8, 2013. Your vote will not be revealed, directly or indirectly, to any employee or director of the Company or Athens Federal Community Bank.

Sincerely,

/s/ Michael R. Hutsell

Michael R. Hutsell

Name:                     

Shares:                    

VOTE AUTHORIZATION FORM

I understand that Pentegra Trust Company, the 401(k) Plan Trustee, is the holder of record and custodian of all shares of Athens Bancshares Corporation (the “Company”) common stock credited to my account under the Athens Federal Community Bank 401(k) Plan. I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Shareholders to be held on May 15, 2013.

Accordingly, you are to vote my shares as follows (please check one):

1.      The election as directors of all nominees listed for a term of three years (unless the “For All Except” box is marked and the instructions below are complied with).
G. Scott Hannah	M. Darrell Murray	Lynn B. Thompson
		FOR ALL
FOR	WITHHOLD	EXCEPT
¨	¨	¨
INSTRUCTION: To withhold your vote for any individual nominee, mark “FOR ALL EXCEPT” and write that nominee’s name on the line(s) provided below.
2.      The ratification of the appointment of Hazlett, Lewis & Bieter, PLLC as the independent registered public accounting firm of Athens Bancshares Corporation for the fiscal year ending December 31, 2013.
FOR	AGAINST	ABSTAIN
¨	¨	¨
3.      To approve, by a non-binding advisory vote, the compensation paid by the company to its named executive officers.
FOR	AGAINST	ABSTAIN
¨	¨	¨

4.      To approve the frequency of the non-binding advisory vote on the compensation of the named executive officers.
ONE YEAR	TWO YEARS	THREE YEARS	ABSTAIN
¨	¨	¨	¨

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH

NOMINEE, “FOR” PROPOSALS 2 AND 3 AND “FOR” THE VOTE TO APPROVE

EXECUTIVE COMPENSATION EVERY YEAR.

The 401(k) Plan Trustee is hereby authorized to vote any shares credited to me in its trust capacity as indicated above.

Date Signature

Please date, sign and return this form in the enclosed

postage-paid envelope no later than May 8, 2013.

Dear Stock Award Holder:

On behalf of the Board of Directors of Athens Bancshares Corporation (the “Company”), I am forwarding to you the attachedgreen vote authorization form for the purpose of conveying your voting instructions to First Bankers Trust Services, Inc., the trustee for theAthens Bancshares Corporation 2010 Equity Incentive Plan (the “Incentive Plan”), on the proposals presented at the Annual Meeting of Shareholders of the Company to be held on May 15, 2013. Also enclosed is a Notice and Proxy Statement for the Company’s Annual Meeting of Shareholders and the Annual Report to Shareholders of the Company.

You are entitled to vote all shares of restricted Company common stock awarded to you under the Incentive Plan that are unvested as of March 28, 2013, the record date for the Annual Meeting. The Incentive Plan Trustee will vote the shares of Company common stock held in the Incentive Plan Trust in accordance with the instructions it receives from you and other Stock Award Holders. To direct the voting of the unvested shares of Company common stock awarded to you under the Incentive Plan, you must complete and sign the attachedgreen vote authorization form and return it in the enclosed postage-paid envelope no later thanMay 8, 2013.

Your vote will not be revealed, directly or indirectly, to any employee or director of the Company or Athens Federal Community Bank.

Sincerely,

/s/ Michael R. Hutsell

Michael R. Hutsell

Name:                     

Shares:                   

VOTE AUTHORIZATION FORM

I understand that First Bankers Trust Services, Inc., the Incentive Plan Trustee, is the holder of record and trustee of all unvested restricted shares of Athens Bancshares Corporation (the “Company”) common stock awarded to me under the Athens Bancshares Corporation 2010 Equity Incentive Plan. I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Shareholders to be held on May 15, 2013.

Accordingly, you are to vote my shares as follows (please check one):

1.      The election as directors of all nominees listed for a term of three years (unless the “For All Except” box is marked and the instructions below are complied with).
G. Scott Hannah	M. Darrell Murray	Lyn B. Thompson
		FOR ALL
FOR	WITHHOLD	EXCEPT
¨	¨	¨
INSTRUCTION: To withhold your vote for any individual nominee, mark “FOR ALL EXCEPT” and write that nominee’s name on the line(s) provided below.
2.      The ratification of the appointment of Hazlett, Lewis & Bieter, PLLC as the independent registered public accounting firm of Athens Bancshares Corporation for the fiscal year ending December 31, 2013.
FOR	AGAINST	ABSTAIN
¨	¨	¨
3.      To approve, by a non-binding advisory vote, the compensation paid by the company to its named executive officers.
FOR	AGAINST	ABSTAIN
¨	¨	¨

4.      To approve the frequency of the non-binding advisory vote on the compensation of the named executive officers.
ONE YEAR	TWO YEARS	THREE YEARS	ABSTAIN
¨	¨	¨	¨

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH

NOMINEE, “FOR” PROPOSALS 2 AND 3 AND “FOR” THE VOTE TO APPROVE

EXECUTIVE COMPENSATION EVERY YEAR.

The Incentive Plan Trustee is hereby authorized to vote any shares credited to me in its trust capacity as indicated above.

Date Signature

Please date, sign and return this form in the enclosed

postage-paid envelope no later than May 8, 2013.