ex10-10.htm


    
      

    

    EXHIBIT
10.10

     

    UNITED
COMMUNITY BANKS

    MODIFIED
RETIREMENT PLAN

    (As
Amended And Restated Effective As Of

    January
1, 2005, Except Where Otherwise Noted)

     

              Pursuant
to the authorization of its Board of Directors, UNITED COMMUNITY BANKS, INC.
(“the Company”), a Georgia bank holding company located in Blairsville, Georgia,
established the United Community Banks Modified Retirement Plan (the “Plan”),
effective as of January 1, 2004. The Company does hereby amend and restate the
Plan, effective as of January 1, 2005, except where a different effective date
is indicated for a specific provision (each such date is referred to as an
“Effective Date”), and subject to the transition rules of Section
409A.

     

              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 the amount payable at Normal Retirement Age equal to
      the Participant’s 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 or a Participation Agreement 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 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 January 1, 2004 owned 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)

                	
                  Consummation
      by 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 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 January 1, 2004, 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 January 1, 2004 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 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 consistent with the requirements of Section 409A 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 with
      respect to a Participant, the Participant reaching the designated age and
      completing the number of Years of Service as set forth in the
      Participation Agreement applicable to such Participant. If no Early
      Retirement Age is provided for in the Participation Agreement, then the
      Participant’s Early Retirement Age shall be his Normal Retirement
      Age.

                
	 
      	 
      	 
      
	
                  1.13

                	
                  “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 elections under the
Plan.

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  1.14

                	
                  “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.

                
	 
      	 
      	 
      
	
                  1.15

                	
                  “Employee” means
      a person who is an active employee of an Employer.

                
	 
      	 
      	 
      
	
                  1.16

                	
                  “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.

                
	 
      	 
      	 
      
	
                  1.17

                	
                  “Normal Retirement
      Age” means with respect to a Participant (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 as
      set forth in the Participation Agreement applicable to such
      Participant.

                
	 
      	 
      	 
      
	
                  1.18

                	
                  “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.

                
	 
      	 
      	 
      
	
                  1.19

                	
                  “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
      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.

                
	 
      	 
      	 
      
	
                  1.20

                	
                  “Plan
      Administrator” means the committee or individual appointed by the
      Company as described in Article 6. In the absence of such appointment, the
      Company shall serve as the Plan Administrator.

                
	 
      	 
      	 
      
	
                  1.21

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

                
	 
      	 
      	 
      
	
                  1.22

                	
                  “Pre-Retirement Death
      Benefit” means the benefit as set forth in Section
    3.8.

                
	 
      	 
      	 
      
	
                  1.23

                	
                  “Prior Plan”
      means the Executive Revenue Neutral Retirement Agreement or similar
      agreement covering a Participant which was replaced by and superceded in
      its entirety by the Plan and the Participation Agreement, effective as of
      January 1, 2004.

                
	 
      	 
      	 
      
	
                  1.24

                	
                  “Retirement
      Benefit” means the benefit payable as set forth in Section
      3.2.

                
	 
      	 
      	 
      
	
                  1.25

                	
                  Section 409A”
      means Section 409A of the Code, as it may be amended from time to time,
      and the regulations and rulings
thereunder.

                


        

      

    

     

    
      
        
          	
                  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 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 or in a Participation Agreement 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.

              
	 
      	 
      
	
                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,
      (i) to provide that the Participant shall cease accruing additional
      benefits hereunder, and/or (ii) to terminate the Participant’s
      participation in the Plan. A Participant who ceases active participation
      in the Plan but remains employed shall receive his benefits upon
      Termination of Employment in accordance with
    Article 3.

              


      

    

     

    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 the Participation Agreement, and shall be
      subject to any conditions and limitations set forth in Article 5 and
      contained elsewhere in this Plan and the Participation
      Agreement.

                
	 
      	 
      
	
                  3.2

                	
                  Retirement
      Benefit. If the Participant retires from employment on or after
      attaining Early Retirement Age, the Company shall pay to the Participant
      the Annual Target Benefit as set forth in the Participation Agreement
      reduced, to the extent provided in the Participation Agreement, if the
      benefit commences prior to the Participant’s Normal Retirement Age. Unless
      a Participant chooses an Alternative Payment Method, the Company shall pay
      the Retirement Benefit to the Participant in the form of a life annuity,
      commencing within ninety (90) days following the Participant’s Termination
      of Employment 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
      Retirement Benefit shall be payable in the form of a life with 100%
      survivor annuity as described in Section 3.10(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

                    	
                      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 3.10(ii) below (unless the
      Participant elects an Alternative Payment Method). 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.

                    
	 
      	 
      
	
                      3.4

                    	
                      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 attainment of his Early 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 3.10(ii).

                    
	 
      	 
      
	
                      3.5

                    	
                      Termination Prior to
      Completion of Vesting Requirements. Except in the event of a
      Participant’s death, Disability, or attainment of his Early Retirement
      Age, a Participant whose termination date occurs prior to meeting the
      vesting requirements of Section 3.4 shall be entitled to no benefits under
      this Plan.

                    
	 
      	 
      
	
                      3.6

                    	
                      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
      commencing at the later of the Participant’s Termination of Employment or
      the Participant’s attainment of 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
      Participant’s Normal Retirement Age. 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, commencing on
      the date set forth in this section 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 Change in Control Benefit shall be payable in the
      form of life with 100% survivor annuity as described in Section 3.10(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.

                    


            

          

        

      

    

     

    
      
        
          	
                  3.7

                	
                  Pre-Retirement Age
      Death Benefit for Married Participant. If a Participant entitled to
      a Vested Participant Benefit pursuant to Section 3.4 dies prior to 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 commencing at the date that would have
      been the Participant’s Early Retirement Age a survivor benefit 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 Early Retirement
  Age,

                


        

         

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

         

        
          	 
      	 
      	
                  (iii)

                	
                  at
      the Participant’s 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
      survivor 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.

                
	 
      	 
      	 
      	 
      
	
                  3.8

                	
                  Death Benefit for
      Married Participant After Attaining Early Retirement Age. If a
      married Participant dies prior to commencing retirement payments but after
      attaining Early Retirement Age 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
      3.10(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.

                
	 
      	 
      
	
                  3.9

                	
                  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, 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
      3.9 shall be payable in five (5) substantially equal annual installments
      commencing on the date the Participant would have attained Early
      Retirement Age or if the Participant had already attained Early Retirement
      Age at the date of death, the first day of the month following the date of
      death.

                
	 
      	 
      
	
                  3.10

                	
                  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.

                
	 
      	 
      	 
      	 
      
	 
      	
                  An
      eligible Participant may change the election of the form of benefit
      payment among the annuity options in (i), (ii) and (iii) above by
      submitting a new Election Form, provided that if a Participant who is
      entitled to, or has elected, an annuity option under (i), (ii) or (iii)
      above wants to elect the 15-year period certain option in (iv) above or to
      change the Participant’s election from the 15-year period certain option
      to an annuity option in (i), (ii) or (iii) above, the following rules
      shall apply: (i) the request for a change must be made at least one year
      prior to the date the Participant’s distributions would otherwise
      commence; (ii) the new payment commencement date will be five (5)
      years after the date of commencement of payment previously elected by the
      Participant; and (iii) only one such change is
    permitted.

                
	 
      	 
      	 
      	 
      
	
                  3.11

                	
                  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.

                
	 
      	 
      	 
      	 
      
	
                  3.12

                	
                  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.

                
	 
      	 
      	 
      	 
      
	
                  3.13

                	
                  Section 409A
      Compliance. To the extent applicable, this Plan shall at all times
      be operated in accordance with the requirements of Section 409A, including
      any applicable transition rules. The Company shall have authority to take
      action, or refrain from taking any action, with respect to the payments
      and benefits under this Plan that is reasonably necessary to comply with
      Section 409A. Notwithstanding the other provisions of this Article 3,
      in the event a Participant who is a “key employee” (as determined by the
      Plan Administrator in accordance with rules established by the Plan
      Administrator under Section 409A) becomes entitled to payment of his
      benefits, payment shall not commence until 6 months and a day after his
      Termination of Employment (unless otherwise permitted by Section 409A) and
      on such date the payments that would have been made during such six-month
      period shall be made in a lump
sum.

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
4

    BENEFICIARY

    
      
        	 
      	 
      
	
                4.1

              	
                Beneficiary. A
      married Participant’s Eligible Spouse shall be entitled to receive any
      benefits payable under the Plan upon the death of a Participant, provided,
      that, 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 after commencing to
      receive benefit payments and 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. An unmarried Participant
      may designate a Beneficiary for the benefit payable pursuant to Section
      3.10.

              
	 
      	 
      
	
                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 a married Participant who has elected the 15-year
      period payment option dies after commencing to receive payments without a
      valid Beneficiary designation, then the Participant’s Eligible Spouse
      shall be the designated Beneficiary. If an unmarried Participant dies
      without designating a surviving Beneficiary, the benefits (or 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.

                


        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    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

              	
                Restrictive Covenant
      Provisions. (a) If, during his employment with an Employer or
      at any time during the one (1) year period after his Termination of
      Employment (“Restriction Period”), the Participant violates any of the
      Restrictive Covenants set forth in subsections (i) through (v) below, the
      Participant (and his Beneficiary) shall forfeit all rights to any benefits
      under the Plan. During the Restriction Period, the Participant shall
      not:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                solicit
      any Customers for the purpose of providing services identical to or
      reasonably substitutable for the Company’s Business;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                solicit
      or induce, or in any manner attempt to solicit or induce, any Person
      employed by the Company to leave such employment, whether or not such
      employment is pursuant to a written contract with the Company or any
      Affiliate or is at will;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                engage
      in any Restricted Activities within the Territory or from a business
      location servicing any part of the Territory;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                manage
      any personnel engaging in any Restricted Activities within the Territory;
      or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (v)

              	
                knowingly
      or intentionally damage or destroy the goodwill and esteem of the Company,
      any Affiliate, the Company’s Business or the Company’s or any Affiliate’s
      suppliers, employees, patrons, customers , and others who may at any time
      have or have had relations with the Company or any
    Subsidiary.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	 
      	 
      	
                  The
      Participant further agrees that he or she will not, except as necessary to
      carry out his duties as an employee of the Company, disclose or use
      Confidential Information. The Participant further agrees that, upon
      termination or expiration of employment with the Company for any reason
      whatsoever or at any time, the Participant will upon request by the
      Company deliver promptly to the Company all materials (including
      electronically-stored materials), documents, plans, records, notes, or
      other papers, and any copies in the Participant’s possession or control,
      relating in any way to the Company’s Business, which at all times shall be
      the property of the Company.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  For
      purposes of this Section 5.2, the following terms shall have the meanings
      specified below:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  “Company’s
      Business” means the business of operating a commercial or retail bank,
      savings association, mutual thrift, credit union, trust company,
      securities brokerage or insurance agency.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  “Confidential
      Information” means information, without regard to form, relating to the
      Company’s or any Affiliate’s customers, operation, finances, and business
      that derives economic value, actual or potential, from not being generally
      known to other Persons, including, but not limited to, technical or
      non-technical data (including personnel data), formulas, patterns,
      compilations (including compilations of customer information), programs,
      devices, methods, techniques, processes, financial data or lists of actual
      or potential customers (including identifying information about
      customers), whether or not in writing. Confidential Information includes
      information disclosed to the Company or any Affiliate by third parties
      that the Company or any Affiliate is obligated to maintain as
      confidential. Confidential Information subject to this Agreement may
      include information that is not a trade secret under applicable law, but
      information not constituting a trade secret only shall be treated as
      Confidential Information under this Agreement for a two (2) year period
      after the Date of Termination.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iii)

                	
                  “Customers”
      means all Persons that (1) the Participant serviced or solicited on behalf
      of the Company or any Affiliate, (2) whose dealings with the Company or
      any Affiliate were coordinated or supervised, in whole or in part, by the
      Participant, or (3) about whom the Participant obtained Confidential
      Information, in each case during the term of this Agreement or while
      otherwise employed by the Company.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iv)

                	
                  “Date
      of Termination” means the date upon which the Participant’s employment
      with the Company ceases for any
reason.

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	
                  (v)

                	
                  “Person”
      means any individual, corporation, bank, partnership, joint venture,
      association, joint-stock company, trust, unincorporated organization or
      other entity.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (vi)

                	
                  “Restricted
      Activities” means serving as a director, officer, executive, manager,
      employee or business consultant for a commercial or retail bank, savings
      association, mutual thrift, credit union, trust company, securities
      brokerage or insurance agency.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (vii)

                	
                  “Territory”
      means the Territory as defined in the Participant’s most recent Award
      Agreement under the 2000 Key Employee Stock Option
Plan.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  The
      Participant expressly acknowledges and agrees that: (i) the restrictions
      set forth in this Section 5.2 are reasonable, in terms of scope, duration,
      geographic area, and otherwise, (ii) the protections afforded the Company
      in Section 5.2 are necessary to protect its legitimate business interest,
      (iii) the restrictions set forth in Section 5.2 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.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (d)

                	
                  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.

                
	 
      	 
      	 
      	 
      
	
                  5.3

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

                
	 
      	 
      	 
      	 
      
	
                  5.4

                	
                  Participant’s Suicide
      or Misstatement. An Employee shall not be considered a Participant
      and 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 initial Participation Agreement. In addition, an Employee
      shall not be considered a Participant and 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 discretionary 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.

                


        

      

    

     

    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 the greater of their Accrued Benefit or their
      Annual Target 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
      and the benefits of such affected Participant or Beneficiary shall be
      payable at the time and in the manner provided in
      Article 3.

              
	 
      	 
      
	
                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 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 require any corporation with which it merges or
      consolidates or to which it sells substantially all of its assets to
      assume and discharge the obligations of the Company under this Plan. 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.

                
	 
      	 
      
	
                  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.

                
	 
      	 
      
	
                  9.15

                	
                  Section 409A.
      This Plan is intended to satisfy the requirements of Code Section 409A and
      any regulations or guidance that may be adopted thereunder from time to
      time, including any transition relief available under applicable guidance
      related to Code Section 409A. The Plan may be amended or interpreted by
      the Committee as it determines necessary or appropriate in accordance with
      Code Section 409A and to avoid a plan failure under Code Section
      409A(1).

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
Company on December 31, 2008 has caused this Plan to be duly executed by its
authorized officers to be effective as of January 1, 2005, except where
otherwise noted and subject to the transition rules of Section
409A.

    
      
        
          
            
              
                
                  
                    	 
      	 
      	 	 
      	 
      	 
	 
      	 
      	 	
                            UNITED
      COMMUNITY BANKS, INC.

                          
	 
      	 
      	 	 
      	 
	 
      	 
      	 	
                            By:

                          	
                            Jimmy
      C. Tallent

                          	 
	 
      	 
      	 	 
      	
                            President
      and CEO

                          	 
	 
      	 
      	 	 
      	 
      	 
	
                            ATTEST:

                          	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	
                            By:

                          	
                            Lori
      McKay

                          	 	 
      	 
      	 
	 
      	
                            Secretary

                          	 	 
      	 
      	 


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        UNITED
COMMUNITY BANKS

        
          Modified
Retirement Plan

        

      

      
        
          
            

            

          

          PARTICIPATION
AGREEMENT

        

      

      Amended
and Restated As Of January 1, 2005

       

                THIS
AMENDED AND RESTATED
PARTICIPATION AGREEMENT (this “Agreement”) is entered into as of December 31,
2008 between UNITED COMMUNITY BANKS, INC. and UNITED COMMUNITY BANK (GEORGIA),
(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 adopted, effective as of January 1, 2004, the UNITED
      COMMUNITY BANKS Modified Retirement Plan (the “Plan”), which Plan has been
      amended and restated to comply with the provisions of Section 409A,
      effective as of January 1, 2005, except where otherwise noted and
      subject to the transition rules of Section 409A.

                
	 
      	 
      
	
                  C.

                	
                  The
      Participant entered into a Participation Agreement dated as of
      _________________, providing for his participation in the
      Plan.

                
	 
      	 
      
	
                  D.

                	
                  In
      connection with the amendment and restatement of the Plan, the Company and
      the Participant desire to amend and restate the Participation
      Agreement.

                


        

      

       

      AGREEMENT

       

      
        
          	 	NOW
      THEREFORE, the Participation Agreement is amended and restated, as
      follows:
	 
      	 
      
	
                  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.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        UNITED
COMMUNITY BANKS

        
          Modified
Retirement 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.

                
	 
      	 
      
	
                  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.

                	
                  Early
      Retirement Age Criteria. The Early Retirement Age shall be Age __
      and 5 Years of
      Service.

                
	 
      	 
      
	
                  9.

                	
                  Minimum
      Early Retirement Benefit. The Minimum Retirement Benefit payable at
      the Participant’s Early Retirement Age shall be
      $_______.

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


        

      

       

       

      
        
          
            	 
      	 
      	 
      	 
      	 
      
	
                    AGREED
      TO AND ACCEPTED BY COMPANY

                  	 
      	
                    PARTICIPANT

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Signature
      of Authorized Representative

                  	 
      	
                    Signature
      of Participant

                  	 
      


          

        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      
         

        
          UNITED
COMMUNITY BANKS

          
            Modified
Retirement Plan

          

        

      

      
        

        

      

      PAYMENT
ELECTION FORM

       

      Complete
Only If You Are Choosing An Alternative Payment
Method

       

      The
normal form of payment under the Plan for an unmarried Participant is a life
annuity and for a married Participant is a life with 100% survivor annuity to
the Eligible Spouse. However, in accordance with such rules as the Plan
Administrator may establish under the Plan, you may elect an Alternative Payment
Method as provided below.

       

      I hereby
elect an Alternative Payment Method in accordance with the United Community
Banks Modified Retirement Plan as follows:

       

      
        
          
            
              
                
                  
                    	
                             
      Initial Box (only one)

                          	 
      	
                            Payment
      of Benefit

                          
	 
      	 
      	
                            Life
      annuity payable for the Participant’s life only, with no survivor
      benefits

                          
	 	 
      	
                            Life
      with 50% survivor annuity, 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 death

                          
	 
      	 
      	
                            15-year
      period certain (180 monthly payments) with no payments thereafter,
      provided that if the Participant dies prior to receiving 180 monthly
      payments, the designated Beneficiary will receive the remainder of such
      payments

                          


                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  	 	 	 
	Printed
      Name:	 
      	
                           
      

                        


                

                 

                
                  	 	 	 
	
                          Signature:

                        	 
      	 
      
	 
      	 	 
      


                

              

            

          

        

         

        
          
            
              
                
                  	
                          Date:

                        	 
      	 
      
	 
      	 	 
      


                

              

            

          

        

         

        Received
by the Plan Administrator this ____ day of ____________, 200___.

         

        
          
            
              
                	
                        By:

                      	 
      	 
      
	 
      	 	 
      


              

            

          

        

         

        
          
            
              
                
                  
                    	
                            Title:
      

                          	 
      	 
      


                  

                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          UNITED
COMMUNITY BANKS

          
            Modified
Retirement Plan

          

        

        
          

        

      

       

      BENEFICIARY
DESIGNATION FORM

       

      I
designate my Eligible Spouse or other individual* as beneficiary of benefits
under this Plan payable following my death:

       

      Eligible
Spouse:
_____________________________________________________________________________________________

       

      Other
Individual*:
___________________________________________________________________________________________

       

      *The
Participant may designate a non-spouse as Beneficiary, but that person will only
receive benefits if the Participant is unmarried or if the Participant is
married and the Participant elected the 15 year period Alternative Payment
Method per Article 3.11(iv), and the Participant died prior to the expiration of
the 15 year period.

       

      I
understand that I may change this Beneficiary Designation form by filing a new
written designation with the Plan Administrator in accordance with such
procedures as may be established by the Plan Administrator. I further understand
that the designation will be automatically revoked if the Beneficiary
predeceases me, or if my marital status changes.

      
        
          
            	 
      	 
      	 
      
	
                    Signature

                  	 
      	 
      
	 
      	
                    [Name
      of Participant]

                  	 
      


          

        

      

       

      
        
          
            
              
                	
                        Date

                      	 
      	 
      
	 
      	 	 
      


              

            

          

        

      

       

      Acknowledged
by the Plan Administrator this ___ day of ________________, 20__

       

      
        
          
            
              	
                      By

                    	 
      	 
      
	 
      	 	 
      


            

          

        

      

       

      
        
          
            
              
                
                  	
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