UNITED COMMUNITY BANKS INC
EX-10.1 UNITED COMMUNITY BANK MODIFIED RETREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.1
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<FILENAME>g91643exv10w1.txt
<DESCRIPTION>EX-10.1 UNITED COMMUNITY BANK MODIFIED RETREMENT PLAN
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                                                                    EXHIBIT 10.1

                             UNITED COMMUNITY BANKS
                            MODIFIED RETIREMENT PLAN
                         EFFECTIVE AS OF JANUARY 1, 2004

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                             UNITED COMMUNITY BANKS
                            MODIFIED RETIREMENT PLAN

      Pursuant to the authorization of its Board of Directors, UNITED COMMUNITY
BANKS, INC. ("the Company"), a Georgia bank holding company located in
Blairsville, Georgia, does hereby constitute, establish and adopt the United
Community Banks Modified Retirement Plan (the "Plan"), effective as of January
1, 2004 ("Effective Date").

      The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees who contribute materially to
the continued growth, development and future business success of the Company and
its Subsidiaries that participate in this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").

                                   ARTICLE 1
                                   DEFINITIONS

      The following words and phrases shall have the following meanings, unless
the context requires otherwise:

1.1   "Accrued Benefit" means an amount payable at Normal Retirement Age equal
      to the Participant's Normal Retirement Benefit described in Section 3.2
      multiplied by a fraction, not to exceed one, the numerator of which is the
      Participant's actual number of Years of Service and the denominator of
      which is the Participant's potential number of Years of Service to Normal
      Retirement Age (determined beginning on the Participant's hire date and
      continuing as if the Participant continued employment with the Employer
      until his Normal Retirement Age), provided that the Plan Administrator may
      provide on an Appendix applicable to a Participant for a different method
      to determine the Accrued Benefit fraction through adjustment of the
      Participant's hire date or otherwise. The Participation Agreement may
      provide for payment of a specified benefit amount at an age earlier than
      the Participant's Normal Retirement Age, which amount may exceed the
      Participant's Accrued Benefit at such age.

1.2   "Actuarial Equivalent" means an actuarial equivalent value of an amount
      payable in a different form or at a different date computed on the basis
      of the following actuarial assumptions:

                Mortality:              GAR 94 unisex mortality table
                                        set forth in Revenue Ruling
                                        2001-62
                Interest Rate:          7.00%

      As the Plan Administrator deems necessary, in its sole discretion, the
      above actuarial assumptions may be adjusted from time to time, and no
      Participant shall be deemed to

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      have any right, vested or nonvested, regarding the continued use of any
      previously adopted actuarial assumptions.

1.3   "Beneficiary" means a Participant's designated Eligible Spouse or other
      person entitled to benefits, if any, upon the death of a Participant
      determined pursuant to Articles 3 and 4.

1.4   "Beneficiary Designation Form" means the form established from time to
      time by the Plan Administrator that a Participant completes, signs and
      returns to the Plan Administrator to designate a Beneficiary.

1.5   "Board" means the Board of Directors of the Company as from time to time
      constituted.

1.6   "Change in Control" means for purposes of the Plan any of the following:

      (A)   The acquisition (other than from the Company) by any Person of
            Beneficial Ownership of twenty percent (20%) or more of the combined
            voting power of the Company's then outstanding voting securities;
            provided, however, that for purposes of this Section 1.6, Person
            shall not include any person who on the Effective Date owns ten
            percent (10%) or more of the Company's outstanding securities, and a
            Change in Control shall not be deemed to occur solely because twenty
            percent (20%) or more of the combined voting power of the Company's
            then outstanding securities is acquired by (i) a trustee or other
            fiduciary holding securities under one (1) or more employee benefit
            plans maintained by the Company or any of its Subsidiaries, or (ii)
            any corporation, which, immediately prior to such acquisition, is
            owned directly or indirectly by the shareholders of the Company in
            the same proportion as their ownership of stock in the Company
            immediately prior to such acquisition.

      (B)   Approval by shareholders of the Company of (1) a merger or
            consolidation involving the Company if the shareholders of the
            Company, immediately before such merger or consolidation do not, as
            a result of such merger or consolidation, own, directly or
            indirectly, more than fifty percent (50%) of the combined voting
            power of the then outstanding voting securities of the corporation
            resulting from such merger or consolidation in substantially the
            same proportion as their ownership of the combined voting power of
            the voting securities of the Company outstanding immediately before
            such merger or consolidation, or (2) a complete liquidation or
            dissolution of the Company or an agreement for the sale or other
            disposition of all or substantially all of the assets of the
            Company.

      (C)   A change in the composition of the Board such that the individuals
            who, as of the Effective Date, constitute the Board (such Board
            shall be hereinafter referred to as the "Incumbent Board") cease for
            any reason to constitute at least a majority of the Board; provided,
            however, for purposes of this Section 1.6 that any individual who
            becomes a member of the Board subsequent to the Effective Date whose
            election, or nomination for election by the Company's shareholders,
            was approved by a vote of at least a majority of those individuals
            who are members of

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            the Board and who were also members of the Incumbent Board (or
            deemed to be such pursuant to this proviso) shall be considered as
            though such individual were a member of the Incumbent Board; but,
            provided, further, that any such individual whose initial assumption
            of office occurs as a result of either an actual or threatened
            election contest (as such terms are used in Rule 14a-11 of
            Regulation 14A promulgated under the Exchange Act, including any
            successor to such Rule), or other actual or threatened solicitation
            of proxies or consents by or on behalf of a Person other than the
            Board, shall not be so considered as a member of the Incumbent
            Board.

      Notwithstanding anything else to the contrary set forth in this Plan, if
      (i) an agreement is executed by the Company providing for any of the
      transactions or events constituting a Change in Control as defined herein,
      and the agreement subsequently expires or is terminated without the
      transaction or event being consummated, and (ii) Participant's employment
      did not terminate during the period after the agreement and prior to such
      expiration or termination, for purposes of this Plan it shall be as though
      such agreement was never executed and no Change in Control event shall be
      deemed to have occurred as a result of the execution of such agreement.

1.7   "Change in Control Benefit" means the benefit as set forth in Section 3.7.

1.8   "Code" means the Internal Revenue Code of 1986, as amended.

1.9   "Company" means United Community Banks, Inc., a bank holding company
      organized under the laws of Georgia.

1.10  "Disability" means the Participant has been determined to be "Disabled"
      (i) under the Company's long-term disability plan covering the
      Participant, or (ii) in accordance with standards established by the Plan
      Administrator based on the Participant's inability to perform his duties
      as a result of an injury or sickness.

1.11  "Disability Retirement Benefit" means the benefit as set forth in Section
      3.4.

1.12  "Early Retirement Age" means, if provided for in the Participation
      Agreement, the Participant reaching the designated age and completing the
      number of Years of Service for receiving the Early Retirement Benefit
      under the Plan as set forth in the Participation Agreement applicable to
      such Participant, prior to Normal Retirement Age.

1.13  "Early Retirement Benefit" means the benefit payable at Early Retirement
      Age as set forth in Section 3.3.

1.14  "Election Form" means the form established from time to time by the Plan
      Administrator that a Participant completes, signs and returns to the Plan
      Administrator to make an election under the Plan.

1.15  "Eligible Spouse" means the individual to whom the Participant is legally
      married on the earlier of the Participant's date of benefit commencement
      or date of death.

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1.16  "Employee" means a person who is an active employee of an Employer.

1.17  "Employer" means the Company and any of its Subsidiaries (now in existence
      or hereafter formed or acquired) that have been designated by the Board to
      participate in the Plan.

1.18  "Normal Retirement Age" means the (i) the Participant reaching age
      sixty-five (65) and completing at least five (5) Years of Service, or (ii)
      the Participant's designated age and Years of Service for receiving the
      Normal Retirement Benefit under this Plan as set forth in the
      Participation Agreement applicable to such Participant.

1.19  "Normal Retirement Benefit" means the benefit payable at Normal Retirement
      Age as set in Section 3.2.

1.20  "Participant" means any Employee (i) who is selected to participate in the
      Plan by the Plan Administrator (subject, where applicable, to ratification
      by the Compensation Committee), (ii) who elects to participate in the
      Plan, (iii) who signs a Participation Agreement and a Beneficiary
      Designation Form, (iv) whose signed Participation Agreement and
      Beneficiary Designation Form are accepted by the Plan Administrator, (v)
      who commences participation in the Plan, and (vi) whose Participation
      Agreement has not terminated.

1.21  "Participation Agreement" means a written agreement, as may be amended
      from time to time, which is entered into between a Participant and the
      Company. Each Participation Agreement executed by a Participant shall
      provide for the entire benefit to which such Participant is entitled under
      the Plan, the terms and conditions applicable to such benefit, and the
      Participation Agreement bearing the latest date of acceptance by the Plan
      Administrator shall govern such entitlement.

1.22  "Plan Administrator" means the Plan Administrator appointed by the Company
      as described in Article 6.

1.23  "Plan Year" means the twelve (12) month period from January 1 to December
      31.

1.24  "Pre-Retirement Death Benefit" means the benefit as set forth in Section
      3.8.

1.25  "Prior Plan" means the Executive Revenue Neutral Retirement Agreement or
      similar agreement covering a Participant which will be replaced by and
      superceded in its entirety by the Plan and the Participation Agreement.

1.26  "Subsidiary" means any corporation, partnership, limited liability
      company, joint venture or other entity in which the Company has, directly
      or indirectly, a fifty percent (50%) or greater voting interest.

1.27  "Termination for Cause" means, notwithstanding any provision of this Plan
      to the contrary, the Company shall not pay any benefit under this Plan, if
      the Company terminates the Participant's employment for Cause. Termination
      of the Participant's employment for "Cause" shall mean termination because
      of (i) willful misconduct on the

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      part of a Participant that is materially detrimental to the Company; or
      (ii) the conviction of a Participant for the commission of a felony. The
      existence of "Cause" under either (i) or (ii) shall be determined by the
      Plan Administrator. Notwithstanding the foregoing, if the Participant has
      entered into an employment agreement that is binding as of the date of
      employment termination, and if such employment agreement defines "Cause,"
      and/or provides a means of determining whether "Cause" exists, such
      definition of "Cause" and means of determining its existence shall
      supersede this provision. For purposes of this paragraph, no act or
      failure to act on the Participant's part shall be considered "willful"
      unless done, or omitted to be done, by the Participant not in good faith
      and without reasonable belief that the Participant's action or omission
      was in the best interest of the Company.

1.28  "Termination of Employment" means the date on which the Participant ceases
      to perform services for an Employer.

1.29  "Years of Service" means the twelve consecutive month period beginning on
      a Participant's date of hire with the Employer and any twelve (12) month
      anniversary thereof, during the entirety of which time the Participant is
      an Employee of an Employer. Service for partial years shall be calculated
      pro-rated based on the number of months completed. Service with a
      Subsidiary or other entity controlled by the Company before the time such
      entity became a Subsidiary or under such control shall not be considered a
      "Year of Service" unless the Plan Administrator specifically agrees to
      credit such service. In addition, the Plan Administrator in its discretion
      may provide on an Appendix for the grant of additional Years of Service in
      such circumstances where it deems such additional service appropriate and
      in the best interests of the Company.

                                   ARTICLE 2
                          ELIGIBILITY AND PARTICIPATION

2.1   Selection by Plan Administrator. Participation in the Plan shall be
      limited to a select group of management and highly compensated employees
      of an Employer, as determined by the Plan Administrator in its sole
      discretion. From that group, the Plan Administrator shall select the
      Employees to participate in the Plan (subject, where applicable, to
      ratification by the Compensation Committee).

2.2   Enrollment Requirements. As a condition to participation, each selected
      Employee shall complete, execute and return to the Plan Administrator a
      Participation Agreement and a Beneficiary Designation Form. In addition,
      the Plan Administrator shall establish from time to time such other
      enrollment requirements as it determines in its sole discretion are
      necessary or desirable.

2.3   Eligibility; Commencement of Participation. Provided an Employee selected
      to participate in the Plan has met all enrollment requirements set forth
      in this Plan and required by the Plan Administrator, that Employee will
      become a Participant in the Plan and will be eligible to receive benefits
      at the time and in the manner provided hereunder, subject to the
      provisions of the Plan.

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2.4   Termination of Participation and/or Eligibility. If the Plan Administrator
      determines in good faith that a Participant no longer qualifies as a
      member of a select group of management or highly compensated employees,
      the Plan Administrator shall have the right, in its sole discretion, to
      (i) prevent the Participant from accruing additional benefits hereunder,
      and/or (ii) terminate the Participant's participation in the Plan. If a
      Participant has attained Early Retirement Age or Normal Retirement Age as
      of such termination of participation, the Plan Administrator may, in its
      discretion, after providing notice to the Compensation Committee,
      immediately distribute the Participant's benefits based on the Accrued
      Benefit of the Participant as of such date.

                                   ARTICLE 3
                                    BENEFITS

3.1   Plan Benefits. Each Participant's benefits under the Plan shall be limited
      to those described in this Article 3, and shall be subject to any
      conditions and limitations set forth in Article 5 and contained elsewhere
      in this Plan.

3.2   Normal Retirement Benefit. Upon attaining the Normal Retirement Age, the
      Company shall pay to the Participant the Annual Target Benefit as set
      forth in the Participation Agreement. Unless a Participant chooses an
      Alternative Payment Method, the Company shall pay the Normal Retirement
      Benefit to the Participant in the form of a life annuity, commencing
      within ninety (90) days following the Participant's Normal Retirement Age
      and payable on or about the first day of each successive month thereafter
      until the Participant's death, provided if the Participant has an Eligible
      Spouse on the date his benefits commence, the Normal Retirement Benefit
      shall be payable in the form of a life with 100% survivor annuity as
      described in Section 3.11(ii) below (unless the Participant elects an
      Alternative Payment Method). Upon making all of such installments, the
      Company's obligation to provide such payments will cease. No further
      benefit under this Plan is to be provided.

3.3   Early Retirement Benefit. If provided for in the Participation Agreement,
      upon attaining the Early Retirement Age and if the Participant retires
      from employment, the Company shall pay to the Participant an Early
      Retirement Benefit equal to the greater of (i) the Minimum Early
      Retirement Benefit set forth in the Participation Agreement or (ii) the
      Participant's Accrued Benefit reduced 5.00% for each calendar year (and
      prorated for each partial year thereof) that the Early Retirement Age
      precedes the date of commencement of the Normal Retirement Benefit. Unless
      a Participant chooses an Alternative Payment Method, the Company shall pay
      the Early Retirement Benefit to the Participant in the form of a life
      annuity, commencing within ninety (90) days following the Participant's
      Early Retirement Age and payable on or about the first day of each
      successive month thereafter until the Participant's death, provided if the
      Participant has an Eligible Spouse on the date his benefits commence, the
      Normal Retirement Benefit shall be payable in the form of a life with 100%
      survivor annuity as described in Section 3.11(ii) below (unless the
      Participant elects an Alternative Payment Method). Upon making all of such
      installments, the Company's obligation to provide such payments will
      cease. No further benefit under this Plan is to be provided.

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3.4   Disability Retirement Benefit. A Participant shall be eligible for a
      Disability Retirement Benefit if he retires by reason of Disability and
      his Disability Retirement Date shall be the day next following the day on
      which the Participant is deemed to have a Disability as defined in Section
      1.10. The amount of the Participant's Disability Retirement Benefit shall
      be equal to his Accrued Benefit as of his Disability Retirement Date. A
      Disability Retirement Benefit shall commence as of the first day of the
      calendar month next following the Participant's Normal Retirement Age and
      shall be payable in the form of a life annuity, provided that if the
      Participant has an Eligible Spouse on the date his benefits commence, the
      Disability Retirement Benefit shall be payable in the form of a life with
      100% survivor annuity as described in Section 3.11.(ii) below (unless the
      Participant elects an Alternative Payment Method), provided that the Plan
      Administrator may in its discretion accelerate the time or manner of
      payment of Disability Retirement Benefits to a Participant. The Committee
      may in its sole discretion provide that a Participant who has a Disability
      will be credited with additional Years of Service after the Participant's
      Disability Retirement Date.

3.5   Vested Participant Benefit. A Participant shall become vested in his
      Accrued Benefit upon attainment of age 55 and completion of five (5) Years
      of Service. A Vested Participant shall be entitled to his Accrued Benefit
      determined as of his date of Termination of Employment. Payment of such
      benefit shall commence on the first day of the calendar month next
      following the Vested Participant's Normal Retirement Age. A Vested
      Participant who has an age for commencement of an Early Retirement Benefit
      set forth in the Participation Agreement may elect to commence his benefit
      as of the first day of the calendar month next following such Early
      Retirement Age and in such event, the Participant's Vested Accrued Benefit
      shall be reduced by 5% for each calendar year that the commencement date
      precedes his Normal Retirement Age. The Participant's Vested Accrued
      Benefit shall be payable as a life annuity, provided that if the
      Participant has an Eligible Spouse on the date his benefit commences, the
      Vested Benefit shall be payable in the form of a life with 100% survivor
      annuity as described in Section 3.11(ii).

3.6   Termination Prior to Completion of Vesting Requirements. Except in the
      event of a Participant's death, Disability, qualifying for Early
      Retirement, or attainment of his Normal Retirement Age, a Participant
      whose termination date occurs prior to meeting the vesting requirements of
      Section 3.5 shall be entitled to no benefits under this Plan.

3.7   Change in Control Benefit. Upon a Change in Control prior to the
      commencement of payment of benefits to a Participant under this Article, a
      Participant shall become immediately vested in the greater of the
      Participant's Early Retirement Benefit or Accrued Benefit, which benefit
      shall be payable at the earlier of the Participant's attainment of age 55
      or the Early Retirement Age specified in the Participation Agreement.
      Notwithstanding any other provisions of this Plan, the Change in Control
      Benefit shall not be reduced for each month that the commencement of the
      Change in Control Benefit precedes the date of commencement of the Normal
      Retirement Benefit. Unless a Participant chooses an Alternative Payment
      Method, the Company shall pay the Change in Control Benefit to the
      Participant in the form of a life annuity, payable on or about the first
      day of each successive month thereafter until the Participant's death,
      provided if the Participant has an Eligible Spouse on the date his
      benefits commence, the

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      Change in Control Benefit shall be payable in the form of life with 100%
      survivor annuity as described in Section 3.11(ii) below (unless the
      Participant elects an Alternative Payment Method). Upon making all of such
      installments, the Company's obligation to provide such payments will
      cease. No further benefit under this Plan is to be provided.

3.8   Pre-Retirement Death Benefit for Married Participant. Unless a Participant
      chooses an Alternative Payment Method, if a Participant entitled to a
      Vested Participant Benefit pursuant to Section 3.5 dies prior to Normal
      Retirement Age (or Early Retirement Age, if provided for in the
      Participant's Participation Agreement) and has a surviving Eligible
      Spouse, the Company shall pay to the Participant's Eligible Spouse an
      amount equal to the benefit due as though

      (i)   the Participant had terminated from Service just prior to his or her
            death,

      (ii)  the Participant had survived to his Normal Retirement Age (or, if
            applicable, Early Retirement Age),

      (iii) at the Participant's Normal Retirement Age (or, if applicable, Early
            Retirement Age), the Participant had elected a life and 100%
            survivor benefit, and

      (iv)  the Participant dies immediately after his or her election.

      The benefit shall be payable to the Participant's surviving Eligible
      Spouse commencing on the date indicated above over the Eligible Spouse's
      lifetime. Upon making all of such payments, the Company's obligation to
      provide such payments will cease. No further benefit under this Plan is to
      be provided.

3.9   Death Benefit for Married Participant After Eligibility for Early
      Retirement Benefit. If an Early Retirement Benefit is provided for in the
      Participation Agreement, unless a Participant chooses an Alternative
      Payment Method, if a married Participant dies prior to commencing
      retirement payments but after attaining the requirements for an Early
      Retirement Benefit as set forth in the Participation Agreement, and has a
      surviving Eligible Spouse, the Company shall pay the Participant's
      Eligible Spouse the 100% survivor benefit under the Participant's life and
      100% Survivor benefit, as defined in Article 3.11(ii), as if the
      Participant had terminated from Service and commenced benefits just prior
      to his death. The benefit shall be payable to the surviving Eligible
      Spouse over the Eligible Spouse's lifetime. Upon making all of such
      payments, the Company's obligation to provide such payments will cease. No
      further benefit under this Plan is to be provided.

3.10  Death of Unmarried Participant. If a Participant who does not have an
      Eligible Spouse dies while employed by the Company after completing the
      requirements for a Vested Participant Benefit or an Early or Normal
      Retirement Benefit, the Participant's Beneficiary shall be paid an amount
      equal to fifty percent (50%) of the lump sum Actuarial Equivalent of the
      Participant's Accrued Benefit (subject, if applicable, to reduction for
      early payment). The pre-retirement death benefit under this Section 3.10
      shall be payable in five (5) substantially equal annual installments
      commencing on the

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      date the Participant would have attained age 55 or if the Participant had
      already attained age 55 at the date of death, the first day of the month
      following the date of death.

3.11  Alternative Payment Methods. A Participant may choose on the Election Form
      one of the following alternative forms of benefit payments that will apply
      when the Participant's benefit commences:

            (i)   A life annuity payable for the Participant's life only with
                  payments ceasing upon the Participant's death;

            (ii)  Life with 100% continuation to his surviving Eligible Spouse,
                  where payments continue without reduction until the later of
                  the Participant's death or the death of a designated Eligible
                  Spouse;

            (iii) Life with 50% continuation to his surviving Eligible Spouse,
                  where payments continue until the Participant's death then, if
                  the designated Eligible Spouse survives the Participant, fifty
                  percent (50%) of the payment is paid to such designated
                  Eligible Spouse until his or her death;

            (iv)  15 year period certain (180 monthly payments) with no further
                  payment after 15 years, provided that if the Participant dies
                  prior to receiving 180 monthly payments, his designated
                  Beneficiary will receive the remainder of such 180 monthly
                  payments.

      The amount of any alternative payment shall be based on the Actuarial
      Equivalent of the benefit that would otherwise be payable.

3.12  Withholding and Payroll Taxes. The Company shall withhold from any and all
      benefit payments made under this Article 3, all federal, state and local
      income taxes, employment and other taxes required to be withheld by the
      Company in connection with the benefits hereunder, in amounts to be
      determined in the sole discretion of the Company. If employment or other
      taxes are required to be withheld prior to payment of benefits, the
      Company may reduce the Participant's other compensation, require that the
      Participant remit to the Company additional amounts, or make such other
      arrangements with the Participant as the Company shall determine to be
      necessary to satisfy such obligation.

3.13  Prior Plan Benefits. An Employee who participated in a Prior Plan shall
      not be eligible to participate in this Plan and no benefit shall be
      payable to, or for the benefit of, such Employee under this Plan until the
      Employee has waived and released all of his rights under the Prior Plan
      (and to any insurance policies or contracts relating to the Prior Plan) in
      a manner satisfactory to the Plan Administrator. In the event for any
      reason an Employee receives any benefit under a Prior Plan, the Employee's
      benefits under this Plan shall be reduced in an equitable manner (as
      determined by the Plan Administrator) by the amount of benefits received
      from the Prior Plan.

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                                   ARTICLE 4
                                   BENEFICIARY

4.1   Beneficiary. Each Participant shall have the right, at any time, to
      designate his Eligible Spouse to receive any benefits payable under the
      Plan upon the death of a Participant. The Participant may designate
      someone other than his or her Eligible Spouse as a Beneficiary, but that
      designation shall only be effective if the Participant elects the 15-year
      period Alternative Payment Method pursuant to Section 3.11(iv), and the
      Participant dies prior to the expiration of the 15-year period. The
      Beneficiary designated under this Plan may be the same as or different
      from the Beneficiary designation under any other plan of an Employer in
      which the Participant participates.

4.2   Beneficiary Designation; Change. A Participant shall designate a
      Beneficiary by completing and signing the Beneficiary Designation Form,
      and delivering it to the Plan Administrator or its designated agent. The
      Participant's beneficiary designation shall be deemed automatically
      revoked if the Beneficiary predeceases the Participant or if the
      Participant designates his Eligible Spouse and the marriage is
      subsequently dissolved or terminated. A Participant shall have the right
      to change a Beneficiary by completing, signing and otherwise complying
      with the terms of the Beneficiary Designation Form and the Plan
      Administrator's rules and procedures, as in effect from time to time. Upon
      the acceptance by the Plan Administrator of a new Beneficiary Designation
      Form, all Beneficiary designations previously filed shall be cancelled.
      The Plan Administrator shall be entitled to rely on the last Beneficiary
      Designation Form filed by the Participant and accepted by the Plan
      Administrator prior to the Participant's death.

4.3   Acknowledgment. No designation or change in designation of a Beneficiary
      shall be effective until received, accepted and acknowledged in writing by
      the Plan Administrator or its designated agent.

4.4   No Beneficiary Designation. If the Participant dies before retirement
      without a valid beneficiary designation, then the Participant's Eligible
      Spouse shall be the designated Beneficiary. If the Participant has no
      surviving Eligible Spouse, and the Participant elects the 15 year period
      Alternative Payment Method pursuant to Section 3.11(iv), the remaining
      benefits shall be paid to the personal representative on behalf of the
      Participant's estate.

4.5   Facility of Payment. If the Plan Administrator determines in its
      discretion that a benefit is to be paid to a minor, to a person declared
      incompetent, or to a person incapable of handling the disposition of that
      person's property, the Plan Administrator may direct payment of such
      benefit to the guardian, legal representative or person having the care or
      custody of such minor, incompetent person or incapable person. The Plan
      Administrator may require proof of incompetence, minority or guardianship,
      as it may deem appropriate prior to distribution of the benefit. Any
      payment of a benefit shall be a payment for the account of the Participant
      and the Participant's Beneficiary, as the case may be, and shall be a
      complete discharge of any liability under the Plan for such payment
      amount.

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                                   ARTICLE 5
                         GENERAL LIMITATIONS ON BENEFITS

5.1   Termination for Cause. If there is a Termination for Cause by an Employer
      of the Participant's employment, the Participant shall cease participation
      hereunder as of the date of such Termination for Cause and all benefits
      payable (or to be payable) to the Participant or the Participant's
      Beneficiary shall be forfeited, unless the Plan Administrator determines
      in its sole discretion to pay part or all of the Participant's Accrued
      Benefit.

5.2   Non-Compete and Non-Solicitation Provisions. The Participant (and his
      Beneficiary) shall forfeit all rights to any benefits under this Plan if
      during his employment with an Employer and for the three (3) year period
      after his Termination of Employment, the Participant:

            (i)   directly or indirectly, for the Participant's own account, or
                  as a partner, member, employee, advisor or agent of any
                  partnership or joint venture, or as a trustee, officer,
                  director, shareholder, employee, advisor or agent of any
                  corporation, bank, savings association, mutual thrift, credit
                  union, trust, or other business or financial services
                  organization or entity, within a fifty (50) mile radius of any
                  office of the Company or its Subsidiaries, owns, manages,
                  joins, participates in, encourages, supports, finances, is
                  engaged in, has an interest in, gives financial assistance or
                  advice to, permits Participant's name to be used in connection
                  with or be concerned in any way in the ownership, management,
                  operation or control of any business which competes with the
                  Company or its Subsidiaries; or

            (ii)  solicits or assists anyone in soliciting in any way any
                  employee of the Company or its Subsidiaries to resign or sever
                  his or her employment or to breach any employment agreement
                  with the Company or its Subsidiaries; or

            (iii) knowingly or intentionally damages or destroys the goodwill
                  and esteem of the Company or its Subsidiaries, or the
                  Company's or Subsidiaries' suppliers, employees, patrons,
                  customers, and others who may at any time have or have had
                  relations with the Company or a Subsidiary; or

            (iv)  divulges, discloses, or communicates to others in any manner
                  whatsoever, any confidential information of the Company or a
                  Subsidiary, including, but not limited to, the names and
                  addresses of customers or prospective customers, of the
                  Company or a Subsidiary, as they may have existed from time to
                  time, of work performed or services rendered for any customer,
                  any method and/or procedures relating to projects or other
                  work developed for the Company or a Subsidiary, earnings or
                  other information concerning the Company or a Subsidiary. The
                  restrictions contained in this subparagraph (iv) shall apply
                  to all information regarding the Company or a Subsidiary,
                  regardless of the source that provided or compiled such

                                       11
<PAGE>

                  information. Notwithstanding anything to the contrary, all
                  information referred to herein shall not be disclosed unless
                  and until it becomes known to the general public from sources
                  other than the Participant.

                  Notwithstanding any language to the contrary contained in this
                  Plan, it shall be permissible for a Participant to own stock
                  or securities of any company which may be deemed competitive
                  with the Company provided such shares or securities held by
                  the Participant are issued by a company listed on a national
                  securities exchange or the NASDAQ National Market system and
                  the Participant owns less than a one percent (1%) interest
                  thereof.

            5.2.1 Judicial Remedies. In the event of a breach or threatened
                  breach by the Participant of any provision of these
                  restrictions, the Participant recognizes the substantial and
                  immediate harm that a breach or threatened breach will impose
                  upon the Company, and further recognizes that in such event
                  monetary damages may be inadequate to fully protect the
                  Company. Accordingly, in the event of a breach or threatened
                  breach of these restrictions, the Participant consents to the
                  Company's entitlement to such ex parte, preliminary,
                  interlocutory, temporary or permanent injunctive, or any other
                  equitable relief, protecting and fully enforcing the Company's
                  rights hereunder and preventing the Participant from further
                  breaching any of his obligations set forth herein. The
                  Participant expressly waives any requirement, based on any
                  statute, rule of procedure, or other source, that the Company
                  post a bond as a condition of obtaining any of the
                  above-described remedies. Nothing herein shall be construed as
                  prohibiting the Company from pursuing any other remedies
                  available to the Company at law or in equity for such breach
                  or threatened breach, including the recovery of damages from
                  the Participant. The Participant expressly acknowledges and
                  agrees that: (i) the restrictions set forth in Section 5.2
                  hereof are reasonable, in terms of scope, duration, geographic
                  area, and otherwise, (ii) the protections afforded the Company
                  in Section 5.2 hereof are necessary to protect its legitimate
                  business interest, (iii) the restrictions set forth in Section
                  5.2 hereof will not be materially adverse to the Participant's
                  employment with the Company, and (iv) his agreement to observe
                  such restrictions forms a material part of the consideration
                  for this Plan.

            5.2.2 Overbreadth of Restrictive Covenant. It is the intention of
                  the parties that if any restrictive covenant in this Plan is
                  determined by a court of competent jurisdiction to be overly
                  broad, then the court should enforce such restrictive covenant
                  to the maximum extent permitted under the law as to area,
                  breadth and duration.

            5.2.3 Change in Control. The non-compete and non-solicitation
                  provisions set forth in this Section 5.2 shall not be
                  enforceable against a Participant following a Change in
                  Control provided that if the Participant has violated

                                       12
<PAGE>

                  such provisions prior to a Change in Control, his benefits
                  shall not be restored unless the Plan Administrator elects to
                  reinstate the Participant's benefits.

5.3   Participant's Suicide or Misstatement. The Company shall not pay any
      benefit under this Plan if the Participant commits suicide within three
      years after the date of the Participant's Participation Agreement. In
      addition, the Company shall not pay any benefit under this Plan if the
      Participant has made any material misstatement of fact on any application
      for insurance or any benefits provided by the Company to, or with respect
      to, the Participant.

                                   ARTICLE 6
                             ADMINISTRATION OF PLAN

6.1   Plan Administrator Duties. This Plan shall be administered by a Plan
      Administrator that shall be an individual or committee appointed by the
      Board. The Plan Administrator shall have the discretion and authority to
      (i) make, amend, interpret and enforce all appropriate rules and
      regulations for the administration of this Plan and (ii) decide or resolve
      any and all questions including interpretations of this Plan, as may arise
      in connection with the Plan or the benefits payable under the Plan.

6.2   Agents. In the administration of this Plan, the Plan Administrator may
      employ agents and delegate to them such administrative duties as it sees
      fit, (including acting through a duly appointed representative), and may
      from time to time consult with counsel who may be counsel to an Employer.

6.3   Binding Effect of Decisions. The decision or action of the Plan
      Administrator with respect to any question arising out of or in connection
      with the administration, interpretation and application of the Plan and
      the rules and regulations promulgated hereunder shall be final and
      conclusive and binding upon all persons having any interest in the Plan.

6.4   Indemnity of Plan Administrator. The Company shall indemnify and hold
      harmless the Plan Administrator (and any members of a committee serving as
      Plan Administrator) against any and all claims, losses, damages, expenses
      or liabilities arising from any action or failure to act with respect to
      this Plan, except in the case of willful misconduct by the Plan
      Administrator or any of its members.

6.5   Employer Information. To enable the Plan Administrator to perform its
      functions, the Employers shall supply full and timely information to the
      Plan Administrator on all matters relating to the compensation of their
      Participants, the date and circumstances of the retirement, Disability,
      death or Termination of Employment of their Participants, and such other
      pertinent information as the Plan Administrator may reasonably require.

                                       13
<PAGE>

                                   ARTICLE 7
                           CLAIMS AND REVIEW PROCEDURE

      A Participant who believes that he is entitled to benefits under the Plan
which have not been paid must file a written claim for such benefits. All claims
for benefits shall be in writing and shall be filed with the Plan Administrator.
If the Plan Administrator wholly or partially denies a Participant's claim for
benefits, the Plan Administrator shall give the claimant written notice within
sixty (60) days after the Plan's receipt of the claim setting forth:

      (a)   the specific reason(s) for the denial;

      (b)   specific reference to pertinent Plan provisions on which the denial
is based;

      (c)   a description of any additional material or information which must
be submitted to perfect the claim, and an explanation of why such material or
information is necessary; and

      (d)   an explanation of the Plan's claim review procedure.

      Each Participant whose claim for benefits has been denied may file a
written request for a review of his claim by the Plan Administrator. The request
for review must be filed by the Participant within 60 days after he received the
written notice denying his claim. The decision of the Plan Administrator will be
made within 60 days after receipt of a request for review and shall be
communicated in writing to the Participant. Such written notice shall set forth
the basis for the Plan Administrator's decision. If there are special
circumstances which require an extension of time for completing the review, the
Plan Administrator's decision shall be rendered not later than 120 days after
receipt of a request for review.

      The Plan Administrator shall have the exclusive discretionary authority to
construe and to interpret the Plan, to decide all questions of eligibility for
benefits and to determine the amount of such benefits and its decision on such
matters are final and conclusive

                                   ARTICLE 8
                      AMENDMENT AND TERMINATION OF THE PLAN

8.1   Termination. The Company reserves the right to terminate the Plan at any
      time by the actions of the Board. In addition, the Company reserves the
      right to terminate an Employer's participation (and such Employer's
      Employees' participation) in the Plan by action of the Board; provided,
      however, that upon such termination, the Plan Administrator in its
      discretion may determine that all Participants who cease to be eligible to
      continue participation in the Plan because of such action will become one
      hundred percent (100%) vested in their Accrued Benefit. Further, the
      termination of the Plan shall not adversely affect any Participant or his
      or her Beneficiary who has become entitled to the payment of any benefits
      under the Plan as of the date of termination regardless of whether payment
      of such benefits has commenced.

8.2   Amendment. The Company may, at any time, amend or modify the Plan in whole
      or in part by the actions of the Board. The amendment or modification of
      the Plan shall not

                                       14
<PAGE>

      affect any Participant or his or her Beneficiary who has become entitled
      to the payment of benefits under the Plan as of the date of the amendment
      or modification.

8.3   Termination of Participation Agreement. Absent the earlier termination,
      modification or amendment of the Plan, the Participation Agreement of any
      Participant shall terminate upon the full payment of the applicable
      benefits as provided under Article 3.

                                   ARTICLE 9
                                  MISCELLANEOUS

9.1   Unsecured General Creditor. Participants and their Beneficiaries shall
      have no legal or equitable rights, interests or claims in any property or
      assets of the Company or an Employer. The Company's or Employer's
      obligation under the Plan shall be merely that of an unfunded and
      unsecured promise to pay money in the future.

9.2   Not a Contract of Employment. The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment between an Employer
      and the Participant. Such employment is hereby acknowledged to be an "at
      will" employment relationship that can be terminated at any time for any
      reason, with or without cause, unless expressly provided in a written
      employment agreement. Nothing in this Plan shall be deemed to give a
      Participant the right to be retained in the service of an Employer or to
      interfere with the right of an Employer to discipline or discharge the
      Participant at any time.

9.3   Participation in Other Plans. Nothing herein contained shall be construed
      to alter, abridge, or in any manner affect the rights and privileges of
      the Participant to participate in and be covered by any pension, profit
      sharing, group insurance, bonus or similar employee plans which an
      Employer may now or hereafter maintain.

9.4   Alienability. Neither the Participant nor any Beneficiary under this Plan
      shall have any power or right to transfer, assign, anticipate,
      hypothecate, mortgage, commute, modify, or otherwise encumber in advance
      any of the benefits payable hereunder, nor shall any of said benefits be
      subject to seizure for the payment of any debts, judgments, alimony, or
      separate maintenance owed by the Participant or the Participant's
      Beneficiary or any of them, or to be transferable by operation of law in
      the event of bankruptcy, insolvency, or otherwise. In the event the
      Participant or any Beneficiary attempts assignment, commutation,
      hypothecation, transfer, or disposal of the benefit hereunder such action
      shall be of no force or effect and the Company's obligations hereunder to
      such Participant or Beneficiary shall immediately cease and terminate.

9.5   Successors. The provisions of this Plan shall bind and inure to the
      benefit of the Company and its successors and assigns and the Participant
      and the Participant's Beneficiary.

9.6   Reorganization. The Company shall not merge or consolidate into or with
      another corporation, or reorganize, or sell substantially all of its
      assets to another corporation, firm, or person unless and until such
      succeeding or continuing corporation, firm, or person agrees to assume and
      discharge the obligations of the Company under this Plan.

                                       15
<PAGE>

      Upon the occurrence of such event, the term "Company" as used in this Plan
      shall be deemed to refer to such succeeding or continuing company, firm,
      or person.

9.7   Interpretation. Wherever the fulfillment of the intent and purpose of this
      Plan requires, and the context will permit, the use of the masculine
      gender includes the feminine and use of the singular includes the plural.

9.8   Alternative Action. In the event it shall become impossible for the
      Company or the Plan Administrator to perform any act required by this
      Plan, the Company or Plan Administrator may in its discretion perform such
      alternative act as most nearly carries out the intent and purpose of this
      Plan.

9.9   Applicable Law. Subject to ERISA, the provisions of this Plan shall be
      construed and interpreted in accordance with the laws of the state of
      Georgia, without regard to its conflict of law principles.

9.10  Headings. Article and section headings are for convenient reference only
      and shall not control or affect the meaning or construction of any of its
      provisions.

9.11  Furnishing Information. A Participant or his or her Beneficiary will
      cooperate with the Plan Administrator by furnishing any and all
      information requested by the Plan Administrator and take such other
      actions as may be requested in order to facilitate the administration of
      the Plan and the payments of benefits hereunder, including but not limited
      to taking such physical examinations as the Plan Administrator may deem
      necessary.

9.12  Validity. In case any provision of this Plan shall be illegal or invalid
      for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Plan shall be construed and enforced as
      if such illegal and invalid provision has never been inserted herein.

9.13  Notice. Any notice or filing required or permitted to be given to the Plan
      Administrator under this Plan shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

              United Community Banks, Inc.
              Attention:  Plan Administrator of Modified Retirement Plan
              P.O. Box 398
              Blairsville, Georgia  30514

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark or the
      receipt for registration or certification.

      Any notice or filing required or permitted to be given to a Participant
      under this Plan shall be sufficient if in writing and hand-delivered, or
      sent by mail, to the last known address of the Participant.

                                       16
<PAGE>

9.14  Signed Copies. This Plan may be executed in any number of counterparts,
      each of whom shall be deemed to be an original, and such counterparts
      taken together shall constitute one (1) and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed by its
authorized officers as of the Effective Date.

                                             UNITED COMMUNITY BANKS, INC.

                                             By:____________________________

ATTEST:

By:____________________________

                                       17
<PAGE>


                         FORM OF PARTICIPATION AGREEMENT

         THIS PARTICIPATION AGREEMENT (this "Agreement") is entered into as of
_____________, 2004 between UNITED COMMUNITY BANKS, INC. and ______________,
(together, the "Company"), and _______________ (the "Participant").

                                     RECITAL

A.       The Participant is a member of a select group of management or highly
         compensated Employees of the Company and the Company desires to provide
         certain supplemental retirement benefits to Participant, subject to the
         terms and conditions set forth herein and in the Plan.

B.       The Company has adopted, effective as of January 1, 2004, the UNITED
         COMMUNITY BANKS Modified Retirement Plan (the "Plan"), as amended from
         time to time, and the Participant has been selected to participate in
         the Plan.

C.       The Participant desires to participate in the Plan.

                                    AGREEMENT

         NOW THEREFORE, it is mutually agreed that:

1.       Definitions. Unless otherwise provided in this Agreement, the
         capitalized terms in this Agreement shall have the same meaning as set
         forth in the Plan.

2.       Integrated Agreement; Parties Bound. The Plan, a copy of which has been
         made available to the Participant, is hereby incorporated into and made
         a part of this Agreement as though set forth in full in this Agreement.
         The parties to this Agreement agree to and shall be bound by, and have
         the benefit of, each and every provision of the Plan as set forth in
         the Plan. This Agreement and the Plan, collectively, shall be
         considered one complete contract between the parties. Except as
         otherwise provided in the Plan, this Agreement shall not be amended
         except by an instrument in writing executed by the parties.

3.       Acknowledgment. The Participant hereby acknowledges that he or she has
         read and understands this Agreement and the Plan.

4.       Conditions to Participation. As a condition to participation in the
         Plan, the Participant must complete, sign, date and return to the Plan
         Administrator an original copy of this Agreement, a Beneficiary
         Designation, and any other forms required by the Plan Administrator. In
         addition, if applicable, as a condition to participation in the Plan,
         the Participant must waive his rights to any benefits under the Prior
         Plan and to any insurance policies or contract relating to the Prior
         Plan.

5.       Successors and Assigns. This Agreement shall inure to the benefit of,
         and be binding upon the Company, its successors and assigns, and the
         Participant.


<PAGE>

6.       Governing Law. This Agreement shall be governed by and construed under
         ERISA and to the extent ERISA does not preempt state law, under the
         laws of the State of Georgia.

7.       Annual Target Benefit. The Annual Target Benefit shall be ____________
         [$--,---]. The Annual Target Benefit may be amended/increased from time
         to time in accordance with the terms of the Plan.

8.       Normal Retirement Eligibility Criteria. The Normal Retirement
         Eligibility Criteria shall be: ___________________________ [age and
         Years of Service].

9.       Early Retirement Eligibility Criteria. The Early Retirement Eligibility
         Criteria shall be: _________________________ [age and Years of
         Service].

10.      Minimum Early Retirement Benefit. The Minimum Early Retirement Benefit
         shall be __________________ [$--,---].

11.      Special Conditions. ___________________________________________________


         IN WITNESS WHEREOF, the Participant has signed and the Company has
accepted this Participation Agreement, as of the date first written above.


                                          PARTICIPANT


-----------------------------             --------------------------------------
Date                                      Signature of Participant

                                          --------------------------------------
                                          Type or Print Name

AGREED TO AND ACCEPTED ON BEHALF OF THE COMPANY:


                                          PLAN ADMINISTRATOR:

                                          --------------------------------------
                                          Signature of Authorized Representative

                                          --------------------------------------
                                          Type or Print Name


<PAGE>

                         FORM OF PARTICIPATION AGREEMENT

         THIS PARTICIPATION AGREEMENT (this "Agreement") is entered into as of
_____________, 2004 between UNITED COMMUNITY BANKS, INC. and ______________,
(together, the "Company"), and _______________ (the "Participant").

                                     RECITAL

A.       The Participant is a member of a select group of management or highly
         compensated Employees of the Company and the Company desires to provide
         certain supplemental retirement benefits to Participant, subject to the
         terms and conditions set forth herein and in the Plan.

B.       The Company has adopted, effective as of January 1, 2004, the UNITED
         COMMUNITY BANKS Modified Retirement Plan (the "Plan"), as amended from
         time to time, and the Participant has been selected to participate in
         the Plan.

C.       The Participant desires to participate in the Plan.

                                    AGREEMENT

         NOW THEREFORE, it is mutually agreed that:

1.       Definitions. Unless otherwise provided in this Agreement, the
         capitalized terms in this Agreement shall have the same meaning as set
         forth in the Plan.

2.       Integrated Agreement; Parties Bound. The Plan, a copy of which has been
         made available to the Participant, is hereby incorporated into and made
         a part of this Agreement as though set forth in full in this Agreement.
         The parties to this Agreement agree to and shall be bound by, and have
         the benefit of, each and every provision of the Plan as set forth in
         the Plan. This Agreement and the Plan, collectively, shall be
         considered one complete contract between the parties. Except as
         otherwise provided in the Plan, this Agreement shall not be amended
         except by an instrument in writing executed by the parties.

3.       Acknowledgment. The Participant hereby acknowledges that he or she has
         read and understands this Agreement and the Plan.

4.       Conditions to Participation. As a condition to participation in the
         Plan, the Participant must complete, sign, date and return to the Plan
         Administrator an original copy of this Agreement, a Beneficiary
         Designation, and any other forms required by the Plan Administrator. In
         addition, if applicable, as a condition to participation in the Plan,
         the Participant must waive his rights to any benefits under the Prior
         Plan and to any insurance policies or contract relating to the Prior
         Plan.

5.       Successors and Assigns. This Agreement shall inure to the benefit of,
         and be binding upon the Company, its successors and assigns, and the
         Participant.


<PAGE>

6.       Governing Law. This Agreement shall be governed by and construed under
         ERISA and to the extent ERISA does not preempt state law, under the
         laws of the State of Georgia.

7.       Annual Target Benefit. The Annual Target Benefit shall be _____________
         [$--,---]. The Annual Target Benefit may be amended/increased from time
         to time in accordance with the terms of the Plan.

8.       Normal Retirement Eligibility Criteria. The Normal Retirement
         Eligibility Criteria shall be: ___________________________ [age and
         Years of Service].

9.       Special Conditions. ___________________________________________________

         IN WITNESS WHEREOF, the Participant has signed and the Company has
accepted this Participation Agreement, as of the date first written above.


                                         PARTICIPANT


-----------------------------            ---------------------------------------
Date                                     Signature of Participant


                                         ---------------------------------------
                                         Type or Print Name


AGREED TO AND ACCEPTED ON BEHALF OF THE COMPANY:


                                         PLAN ADMINISTRATOR:

                                         ---------------------------------------
                                         Signature of Authorized Representative

                                         ---------------------------------------
                                         Type or Print Name







</TEXT>
</DOCUMENT>
