ex10-11.htm


    
      

    

    EXHIBIT
10.11

     

    UNITED
COMMUNITY BANKS

    DEFERRED
COMPENSATION 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 Corporation, does hereby amend and restate the United
Community Banks Deferred Compensation Plan (the “Plan”), effective as of January
1, 2005, except where a different effective date(s) is indicated for a provision
(each such date is referred to as the “Effective Date”), and subject to the
transition rules of Section 409A.

     

              The
Plan was initially established effective as of October 21, 2004. Because of
changes to the tax laws resulting from the enactment of Section 409A and
adoption of related regulations, the Company desires to amend and restate the
Plan as of the Effective Date. The purpose of the Plan is to provide specified
benefits to a select group of management or highly compensated employees and
members of the Board of Directors of the Company or a participating Affiliate
who contribute materially to the continued growth, development and future
business success of the Company and its Affiliates 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
I

    DEFINITIONS

    
      
        	 
      	 
      
	
                1.1

              	
                “401(k) Restoration
      Deferral” shall mean a deferral of Base Salary and/or Bonus
      Payments that cannot be deferred under the United 401(k) Plan and, thus,
      are ineligible for the matching contribution under the United 401(k)
      Plan.

              
	 
      	 
      
	
                1.2

              	
                “Account” or
      “Accounts” means
      the records maintained by the Committee to determine each Participant’s
      interest under this Plan. The accounts may be reflected as entries in the
      Company’s (or Employer’s) records, or as separate accounts under a trust,
      or as a combination of both. The Committee may establish such sub-accounts
      as it deems necessary for the proper administration of the
      Plan.

              
	 
      	 
      
	
                1.3

              	
                “Affiliate”
      means any person, corporation or other entity that controls or is
      controlled by, directly or indirectly, the Company, as determined by the
      Committee in its sole discretion.

              
	 
      	 
      
	
                1.4

              	
                “Base Salary”
      for any Plan Year means the base salary of an Eligible Employee for such
      Plan Year, including any amounts of base salary deferred or set aside
      under Code Sections 401(k) and 125, amounts deferred under this Plan or
      other authorized deferrals and payroll deductions.

              
	 
      	 
      
	
                1.5

              	
                “Beneficial
      Ownership” shall mean beneficial ownership as that term is used in
      Rule 13d-3 promulgated under the Exchange
Act.

              


      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          	
                  1.6

                	
                  “Beneficiary”
      means any person(s), trusts, partnerships or other legal entity(ies)
      designated by the Participant or otherwise determined in accordance with
      Section 10.7.

                
	 
      	 
      
	
                  1.7

                	
                  “Board of
      Directors” means the Board of Directors of the
    Company.

                
	 
      	 
      
	
                  1.8

                	
                  “Bonus
      Payment(s)” means any bonus amounts awarded to an Eligible Employee
      under any incentive plan maintained by the Employer, including annual
      bonus payments, long-term incentive plan payments and special incentive or
      bonus payments that may be awarded from time to time.

                
	 
      	 
      
	
                  1.9

                	
                  “Cause” shall
      mean (i) willful misconduct on the part of a Participant that is
      materially detrimental to the Company or any Employer; or (ii) the
      commission by a Participant of a felony. The existence of “Cause” under
      either (i) or (ii) shall be determined by the Committee. 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.

                
	 
      	 
      
	
                  1.10

                	
                  “Change in
      Control” means any of the following
  events:

                


        

      

    

     

         
      (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 1.10, Person shall not include any person who as of January 1, 2005 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)     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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

     
          (c)     A change in the
composition of the Board such that the individuals who, as of January 1, 2005,
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, 2 however, for purposes of this Section 1.10 that any
individual who becomes a member of the Board subsequent to January 1, 2005 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.

     

    
      
        
          
            	
                    1.11

                  	
                    “Code” means the
      Internal Revenue Code of 1986, as it may be amended from time to
      time.

                  
	 
      	 
      
	
                    1.12

                  	
                    “Committee”
      means the Administrative Committee that administers the Plan in accordance
      with Article VIII.

                  
	 
      	 
      
	
                    1.13

                  	
                    “Company” means
      United Community Banks, Inc., a Georgia corporation, or any successor
      thereto.

                  
	 
      	 
      
	
                    1.14

                  	
                    “Company
      Securities” means the common stock, par value $1.00 per share, of
      the Company (“Common Stock”) any other securities of the Company into
      which a Participant’s Account may be deemed to be
  invested.

                  
	 
      	 
      
	
                    1.15

                  	
                    “Deferral
      Account” means any account maintained under the Plan for a
      Participant pursuant to Section 4.2.

                  
	 
      	 
      
	
                    1.16

                  	
                    “Director” means
      a member of the Board of Directors of the Company or the Board of
      Directors of any Affiliate or an Advisory Director of the Company or any
      Affiliate, other than any affiliate designated by the Board of Directors
      of the Company as not eligible to participate in the Plan, provided that
      Affiliate or Advisory Directors shall be eligible to participate as of May
      13, 2005.

                  
	 
      	 
      
	
                    1.17

                  	
                    “Director’s
      Fees” means any retainer, advisory (effective May 13, 2005) and
      meeting fees payable to the Director by the Company for the Plan Year,
      before reductions for contributions to or deferrals under this or any
      other deferred compensation or benefit plans sponsored by the
      Company.

                  


          

        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    1.18

                  	
                    “Disability”
      means the Participant has been determined to be “Disabled” as defined
      under Section 409A (a)(2)(C) of the Code.

                  
	 
      	 
      
	
                    1.19

                  	
                    “Effective Date”
      means January 1, 2005, except where otherwise noted and subject to the
      transition rules of Section 409A.

                  
	 
      	 
      
	
                    1.20

                  	
                    “Eligible
      Employee” means for each Plan Year an officer or other key
      management employee of the Employer designated by the Committee as
      eligible to participate in the Plan for such Plan Year or portion
      thereof.

                  
	 
      	 
      
	
                    1.21

                  	
                    “Employer” means
      the Company and any Affiliate other than any Affiliate that shall be
      designated by the Board of Directors or the Committee as not eligible to
      participate under the Plan.

                  
	 
      	 
      
	
                    1.22

                  	
                    “Employer Contribution
      Account” means any account maintained for a Participant pursuant to
      Section 4.3.

                  
	 
      	 
      
	
                    1.23

                  	
                    “ERISA” means
      the Employee Retirement Income Security Act of 1974, as it may be amended
      from time to time.

                  
	 
      	 
      
	
                    1.24

                  	
                    “Exchange Act”
      shall mean the Securities Exchange Act of 1934, including amendments, or
      successor statutes of similar intent.

                  
	 
      	 
      
	
                    1.25

                  	
                    “Fiscal Year”
      means each twelve month period beginning January 1 and ending the next
      following December 31.

                  
	 
      	 
      
	
                    1.26

                  	
                    “Investment
      Option” means a deemed investment fund or asset allocation account
      that is available in accordance with Section 6.1 as the basis to calculate
      earnings, gains and losses on the amount credited to a Participant’s
      Account. Effective May 13, 2005, the Committee may establish an Investment
      Option under which the Participant may direct that amounts credited to the
      Participant’s Account are deemed to be invested in Company Stock, and
      effective September 1, 2008, the Committee may establish an Investment
      Option under which the Participant may direct the amounts credited to
      Participant’s Account are deemed to be invested in other Company
      Securities, provided, that the Committee may limit the group or class of
      Participants that may elect to have their Accounts deemed to be invested
      in Company Stock or other Company Securities, and may require that any
      amounts that are deemed to be invested in Company Stock or other Company
      Securities must remain invested in Company Stock or other Company
      Securities.

                  
	 
      	 
      
	
                    1.27

                  	
                    “Key Employee”
      shall mean a key employee as defined in Section 416(i) of the Code
      (without regard to Section 416(i)(5)).

                  
	 
      	 
      
	
                    1.28

                  	
                    “Participant”
      means an Eligible Employee who participates in the Plan in accordance with
      Article 2 and a Director who participates in the Plan in accordance with
      Article 3.

                  


          

        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    1.29

                  	
                    “Person” shall mean any
      individual, entity or group within the meaning of Section 13(d)(3) or 14
      (d)(2) of the Exchange Act.

                  
	 
      	 
      
	
                    1.30

                  	
                    “Plan” means the
      United Community Banks Deferred Compensation Plan as set forth in this
      document and as amended from time to time.

                  
	 
      	 
      
	
                    1.31

                  	
                    “Plan Year”
      means the calendar year.

                  
	 
      	 
      
	
                    1.32

                  	
                    “Retirement”
      means a Participant’s voluntary or involuntary Termination of Employment
      after attaining age 55 and completing five (5) or more Years of Service or
      a Participant’s Termination of Service.

                  
	 
      	 
      
	
                    1.33

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

                  
	 
      	 
      
	
                    1.34

                  	
                    “Termination of
      Employment” means a Participant’s separation from service with the
      Employer and the Affiliates for any reason. Transfer of employment among
      the entities constituting the Employer and the Affiliates shall not be
      deemed to be a Termination of Employment (even if the Affiliate is not a
      participating Employer in the Plan).

                  
	 
      	 
      
	
                    1.35

                  	
                    “Termination of
      Service” shall mean the date a Director ceases to serve as a member
      of the Board of Directors of the Company or any Affiliate, or as an
      Advisory Director, for any reason including resignation, removal, or the
      failure to be re-elected by the Company’s shareholders.

                  
	 
      	 
      
	
                    1.36

                  	
                    “Trust” means
      any trust established by the Company that includes the Plan as a plan with
      respect to which assets are to be held by the Trustee, provided that such
      trust shall not affect the status of the Plan as an unfunded plan for
      purposes of Title I of ERISA.

                  
	 
      	 
      
	
                    1.37

                  	
                    “Trustee” means
      the trustee or trustees or their successors under the
    Trust.

                  
	 
      	 
      
	
                    1.38

                  	
                    “United 401(k)
      Plan” means the United Community Banks, Inc. Profit Sharing Plan,
      or any successor plan maintained by an Employer that is qualified under
      Section 401(a) of the Code and includes a Code Section 401(k) feature that
      allows employees the ability to defer a portion of their compensation. Any
      reference herein to a provision or term of the United 401(k) Plan shall
      mean such provision or term as it may be amended from time to
      time.

                  
	 
      	 
      
	
                    1.39

                  	
                    “Valuation Date”
      means the Annual Valuation Date, December 31, and any other dates selected
      by the Committee as of which the Participant’s Accounts are
      valued.

                  


          

        

      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        	
                1.40

              	
                “Years of
      Service” means a Participant’s years of service determined in the
      same manner as under the United 401(k)
Plan.

              


      

    

     

    ARTICLE
II

    EMPLOYEE
PARTICIPATION, DEFERRALS AND EMPLOYER CREDITS

    
      
        	 
      	 
      
	
                2.1

              	
                Eligibility

              
	 
      	 
      
	 
      	
                Participation
      in the Plan shall be limited to Directors and to a select group of
      management and highly compensated employees of an Employer, as determined
      by the Committee, in its sole discretion. From that group of employees,
      the Committee shall determine the individual Eligible Employees who are
      eligible to participate in the Plan for any Plan Year. The Committee may
      make such determination by establishing a minimum compensation level or
      job title for participation or by the use of such other criteria as the
      Committee deems appropriate for time to time.

              
	 
      	 
      
	
                2.2

              	
                Election to
      Participate

              
	 
      	 
      
	 
      	
                Each
      Eligible Employee may elect to participate for the Plan Year, or part of a
      Plan Year for which he is eligible, by delivering to the Committee a
      written or electronic notice, at such time and in such form as approved by
      the Committee, electing to participate and specifying the dollar amount or
      percentage of Base Salary he elects to defer for such Plan Year (or part
      of a Plan Year), as a 401(k) Restoration Deferral or otherwise. An
      election to defer Base Salary for a Plan Year shall be made prior to the
      commencement of the Plan Year (or within thirty (30) days after the date
      the Plan is adopted or the Participant’s initial eligibility to
      participate in the Plan).

              
	 
      	 
      
	 
      	
                Each
      Eligible Employee may also elect to participate by delivering to the
      Committee a written or electronic notice, at such time and in such form as
      approved by the Committee, specifying the dollar amount or percentage of
      any Bonus Payment he elects to defer for the Plan Year, as a 401(k)
      Restoration Deferral or otherwise. An election to defer a Bonus Payment
      for a Plan Year shall be made prior to the commencement of such Plan Year
      (or within thirty (30) days after the date the Plan is adopted or the
      Participant’s initial eligibility to participate in the Plan) or, with
      respect to performance-based compensation based on services performed over
      a period of at least 12 months, no later than 6 months before the end of
      the period in a manner consistent with the requirements of Section 409A.
      The Committee may provide for different elections with respect to
      different types of Bonus Payments.

              
	 
      	 
      
	 
      	
                A
      Participant shall be required to submit a new election form on a timely
      basis to change the Participant’s election for a subsequent Plan Year. If
      no new election form is filed during the prescribed enrollment period, the
      Participant’s elections for the prior Plan Year shall continue in force
      for the next Plan Year.

              


      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    Effective
      May 13, 2005, the Committee may provide that an Eligible Employee may
      elect to defer any special payments (“Special Payments”), such as a
      sign-on bonus, change in control payment or similar payments, the Eligible
      Employee may become entitled to receive; provided that such election shall
      be made prior to the time the Eligible Employee becomes entitled to
      receive such payment and in a manner consistent with the requirements of
      Section 409A. In such event, the Committee shall provide a separate
      deferral election and distribution election with respect to any deferrals
      of Special Payments. Deferrals of Special Payments shall be credited to a
      subaccount within the Eligible Employee’s Deferral Account. Deferrals of
      Special Payments shall not be eligible for any 401(k) Matching
      Contributions.

                  
	 
      	 
      	 
      	 
      
	
                    2.3

                  	
                    Amount of
      Deferral

                  
	 
      	 
      	 
      	 
      
	
                                
      (a)           401(k) Restoration
      Deferral. Each Eligible Employee may make a 401(k) Restoration
      Deferral by electing to defer from 1 to 5% (or such lesser or greater
      percentage or amount as would be subject to a matching contribution under
      the United 401(k) Plan but for certain limitations applicable to the
      Participant under the United 401(k) Plan and assuming Bonus Payments were
      eligible for deferral and match under the United 401(k) Plan) of the
      Eligible Employee’s Base Salary and/or Bonus Payments; provided, that any
      election to defer Base Salary shall only apply to the extent such amount
      is not and cannot be deferred to the United 401(k) Plan. The Committee may
      set a minimum amount of deferrals for a Plan Year and/or for any payroll
      period.

                  
	 
      	 
      	 
      	 
      
	
                             
        
      (b)           Additional
      Deferrals. In addition to and/or in lieu of the 401(k) Restoration
      Deferrals, each Eligible Employee may elect to defer an amount not to
      exceed: (a) 75% of Base Salary for a Plan Year (or part of a Plan Year),
      and (b) 100% of Bonus Payments. An Eligible Employee shall not be
      permitted to reduce his compensation below the amount necessary to make
      required or elected contributions to employee benefit plans, required
      federal, state and local tax withholdings, and any other withholdings
      deemed necessary by the Committee or required by law. The Committee may
      also set a minimum amount of deferrals for a Plan Year and/or for any
      payroll period.

                  
	 
      	 
      	 
      	 
      
	
                    2.4

                  	
                    Employer
      Contribution

                  
	 
      	 
      	 
      	 
      
	
                           
          
      (a)           401(k) Matching
      Contribution. The Employer Contribution Account of each Participant
      who has elected to make a 401(k) Restoration Deferral of Base Salary
      and/or Bonus Payments shall, within 10 business days of the date such Base
      Salary and/or Bonus Payment would otherwise be paid, be credited with an
      amount determined by subtracting the amount described in (2) below from
      the amount described in (1) below:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (1)

                  	
                    The
      amount that the Employer would have contributed as a matching contribution
      for the Participant under the United 401(k) Plan for the pay period
      pursuant to the provisions of the United 401(k) Plan if the amount of Base
      Salary and Bonus Payments that the Participant elected to defer under this
      Plan was instead deferred under the United 401(k) Plan, subject to any
      limitation in the United 401(k) Plan that matching contributions 7 shall
      only be made with respect to the first stated percentage of a
      Participant’s compensation, but without regard to the other limitations of
      the United 401(k) Plan and of the Code or ERISA, and including all Base
      Salary and Bonus Payments as compensation eligible for a matching
      contribution.

                  


          

        

      

    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	 
      	
                    (2)

                  	
                    The
      amount actually contributed by the Employer as a matching contribution for
      the Participant under the United 401(k) Plan for such pay
      period.

                  
	 
      	 
      	 
      	 
      
	
                             
        
      (b)           Discretionary
      Contribution. During a Plan Year, the Committee may, in its sole
      discretion, credit to an Eligible Employee’s Employer Contribution Account
      an amount determined in the discretion of the Committee that may be a
      percentage of the Eligible Employee’s Base Salary, a dollar amount, or
      some other amount. The Employer Contribution for a Plan Year may differ
      among Eligible Employees and may be made for some Eligible Employees but
      not others. The Employer Contribution shall be credited to the Employer
      Contribution Account for the Eligible Employee.

                  
	 
      	 
      	 
      	 
      
	
                    2.5

                  	
                    Withholding

                  
	 
      	 
      	 
      	 
      
	
                              The
      amount of Base Salary or Bonus Payments that an Eligible Employee elects
      to defer under Section 2.2 shall be withheld from his Base Salary or Bonus
      Payments in accordance with such rules and procedures as the Committee
      shall establish.

                  
	 
      	 
      	 
      	 
      
	
                    2.6

                  	
                    Deferral of Restricted
      Stock Units (RSUs)

                  
	 
      	 
      	 
      	 
      
	
                             
         (a)         
       Eligibility.
      Effective April 26, 2006, the Committee may determine which Eligible
      Employees are eligible to elect to defer receipt of Company Stock
      resulting from awards of RSUs under the Stock Option Plan. The Committee
      may make such determination by establishing a minimum compensation level
      or job title for participation or by the use of such other criteria as the
      Committee deems appropriate from time to time.

                  
	 
      	 
      	 
      	 
      
	
                            
         
      (b)           Deferral
      Election. An Eligible Employee may make an election to defer the
      receipt of Company Stock resulting from awards of RSUs by completing an
      election form at such time or times as may be established by the
      Committee; provided that, unless otherwise permitted by applicable law,
      the election shall be made (i) within thirty (30) days of the date of
      grant of such RSUs (provided that any RSUs do not vest within 12 months of
      the date of such election), or (ii) at least 12 months prior to the
      Vesting Date for the RSUs being deferred. On the Vesting Date for the
      RSUs, the Participant’s RSU Account will be credited with a number of
      share units equal to the number of shares subject to the RSUs with respect
      to which the deferral election was made. The deferral election under this
      Section 2.6(b) shall be made on such form and in such manner as may be
      provided by the Committee. The deferrals credited to the Participant’s RSU
      Account pursuant to this Section 2.6(b) shall also be credited with any
      dividend equivalents on the shares of Company Stock credited to the RSU
      Account, provided that such dividend equivalents shall not be deemed to be
      invested in shares of Company Stock unless otherwise determined by the
      Committee.

                  


          

        

      

    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                            
          (c)           
      Payment of RSU
      Account. At the time the Eligible Employee elects to make the
      deferrals under Section 2.6(b), the Eligible Employee shall also elect, on
      such form as approved by the Committee, the time and manner of payment of
      such RSU Account upon his Retirement or Disability, any scheduled payments
      during employment, payments upon death and such other matters as
      determined by the Committee. The payment elections under this Section
      2.6(c) shall be made in accordance with the provisions of Article VII. The
      Eligible Employee’s rights to change his payment election shall be
      determined in accordance with Article VII. The form of payment of the RSU
      Account pursuant to Section 2.6(c) shall be shares of Company Stock
      (except, as determined by the Committee, with respect to any dividend
      equivalents credited to the account).

                  
	 
      	 
      	 
      	 
      
	
                            
          
      (d)           Definitions.
      The following definitions shall apply for purposes of this Section 2.6 and
      the Plan:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (1)

                  	
                    “Restricted
      Stock Units Or RSUs” means an award under the Stock Option Plan of the
      right to receive shares of Company Stock on a Vesting
  Date.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (2)

                  	
                    “RSU
      Account” means the account to which the Eligible Employee’s deferrals of
      shares of Company Stock subject to RSUs are credited pursuant to Section
      2.6(b).

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (3)

                  	
                    “Stock
      Option Plan” means the United Community Banks, Inc. 2000 Key Employee
      Stock Option Plan, as it may be amended from time to
  time.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (4)

                  	
                    “Vesting
      Date” means the date or dates on which the RSUs vest and on which the
      Eligible Employee will have the right to receive shares of Company
      Stock.

                  


          

        

      

    

     

    ARTICLE
III

    DIRECTOR
PARTICIPATION AND DEFERRALS

    
      
        	 
      	 
      
	
                3.1

              	
                Director’s Election to
      Participate

              
	 
      	 
      
	 
      	
                Each
      Director may elect to participate for the Plan Year, or part of a Plan
      Year for which he is eligible, by delivering to the Committee a written
      notice, at such time and in such form as approved by the Committee,
      electing to participate and specifying the dollar amount or percentage of
      his Director’s Fees he elects to defer for such Plan Year (or part of a
      Plan Year), which may include separate elections with respect to meeting
      fees, advisory fees, and retainer fees. An election to defer Director’s
      Fees for a Plan Year shall be made prior to the commencement of the Plan
      Year (or within thirty (30) days after the date the Plan is adopted or the
      Participant’s initial eligibility to participate in the Plan), unless the
      Committee in its discretion permits an extension of the election period.
      Increases or decreases in the amount of Director’s Fees a Director elects
      to defer shall not 9 be permitted during the Plan Year. The Director shall
      be required to submit a new election form to change the Director’s
      election for a subsequent Plan Year. If no new election form is filed
      during the prescribed enrollment period, the Director’s election for the
      prior Plan Year shall continue in force for the next Plan
      Year.

              


      

    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  3.2

                	
                  Amount of
      Deferral

                
	 
      	 
      
	 
      	
                  Each
      Director may elect to defer an amount up to 100% of his Director’s Fees
      for a Plan Year; provided, a Director shall not be permitted to reduce his
      Director’s Fees below the amount necessary to make required or elected
      contributions to employee benefit plans, required federal, state and local
      tax withholdings, and any other withholdings deemed necessary by the
      Committee or required by
law.

                


        

      

    

     

    ARTICLE
IV

    DEFERRED
COMPENSATION ACCOUNTS

    
      
        	 
      	 
      
	
                4.1

              	
                Accounts

              
	 
      	 
      
	 
      	
                The
      Committee shall establish a Deferral Account and, if applicable, an
      Employer Contribution Account for each Eligible Employee for all periods
      during which such Eligible Employee is a Participant in the Plan. The
      Committees shall also establish a Deferral Account for each Director for
      all periods during which such Director is a Participant in the
      Plan.

              
	 
      	 
      
	
                4.2

              	
                Deferral
      Account

              
	 
      	 
      
	 
      	
                Each
      Participant’s Deferral Account shall be credited with an amount equal to
      all of the Participant’s Base Salary, Bonus Payments or Director’s Fees
      elected by the Participant to be deferred on or about the dates such
      amounts would, but for the election to defer, have been payable to the
      Participant (or as otherwise determined by the Committee), and shall be
      credited with earnings, gains or losses in accordance with Section
      6.1.

              
	 
      	 
      
	
                4.3

              	
                Employer Contribution
      Account

              
	 
      	 
      
	 
      	
                Each
      Participant’s Employer Contribution Account shall be credited each Plan
      Year with an amount equal to the Employer Contribution for the Plan Year
      (including make-up 401(k) matching contributions and/or any discretionary
      contributions) and shall be credited with earnings, gains or losses in
      accordance with Section 6.1.

              


      

    

     

    ARTICLE
V

    VESTING
OF DEFERRAL ACCOUNT

     

    
      
        
          	 
      	
                  A
      Participant shall be immediately 100% vested in all amounts credited to
      his Deferral Account.

                


        

         

        
          
            
               


            

            
              10

              
                

              

            

            
               


            

          

        

         

        
          	
                  5.1

                	
                  Employer Contribution
      Account.

                
	 
      	 
      
	 
      	
                  A
      Participant shall become vested in his Employer Contribution Account in
      accordance with the following vesting schedule or such other vesting
      schedule as may be determined by the Committee to apply to an Employer
      Contribution at the time such Employer Contribution is made to the
      Plan.

                


        

      

    

    


    
      
        
          
            	
                     

                  	
                    
                      Years
      of Service

                    

                  	%
      of Account Vested
	
                     

                  	
                    Less
      Than 1

                  	0%
	
                  	
                    1
      but less than 2

                  	33%
	
                  	
                    2
      but less than 3

                  	66%
	
                     

                  	
                    3
      or more

                  	100%


          

        

         

        
          
            	 
      	
                    If
      the Participant terminates employment prior to becoming fully vested in
      his Employer Contribution Account, any unvested amount shall be
      immediately
forfeited.

                  


          

        

      

    

     

    ARTICLE
VI

    EARNINGS;
TRUST ARRANGEMENTS

    
      
        	 
      	 
      
	
                6.1

              	
                Crediting of Earnings,
      Gains and Losses.

              
	 
      	 
      
	 
      	
                The
      Investment Options shall consist of such investment options as the
      Committee may, in its discretion, designate from time to time. Each
      Participant may select from time to time, in accordance with such rules as
      the Committee may establish, the Investment Options in which his Accounts
      will be deemed to be invested; provided, that the Committee may in its
      discretion make certain Investment Options available to only a limited
      group of Participants. Based on such selection, the Committee will credit
      an amount to Participants’ Accounts to reflect the amounts by which the
      Participants’ Accounts would have increased or decreased if they had been
      invested in the Investment Options selected by the Participant. The
      selection of Investment Options is to be used only for the purpose of
      valuing each Participant’s Accounts. The Company and the Committee are
      under no obligation to acquire or provide any of the Investment Options
      designated by a Participant, and any investments actually made by the
      Committee will be made solely in the name of the Company and will remain
      the property of the Company, subject to the terms of any Trust. If a
      Participant fails to direct the deemed investment of 100% of his Accounts,
      any undirected amount shall be deemed to be invested in such fixed income
      Investment Option as shall be designated by the
  Committee.

              
	 
      	 
      
	 
      	
                The
      Employer shall pay all taxes required to be paid in connection with the
      deemed investment experience of Participants’ Accounts prior to the
      distribution of a Participant’s Account. The Committee shall periodically
      provide the Participant with a statement of his Accounts, in such
      reasonable detail as the Committee shall deem appropriate, showing the
      income, gains and losses (realized and unrealized), amounts of deferrals,
      and distributions from his Accounts since the prior
    statement.

              


      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  The
      Investment Options are used solely for the purpose of determining the
      deemed earnings, gains and losses to be credited to a Participant’s
      Accounts and no actual investment in the Investment Options shall be
      required. The Participant has no rights to any particular asset of the
      Employer or the Employer.

                
	 
      	 
      
	
                  6.2

                	
                  Trust

                
	 
      	 
      
	 
      	
                  The
      Company may establish a trust fund with regard to the Accounts hereunder,
      which is designed to be a grantor trust under Code Section 671. It is the
      intention of the Company that any trust established for this purpose shall
      constitute an unfunded arrangement and shall not affect the status of the
      Plan as an unfunded plan maintained for the purpose of providing deferred
      compensation for a select group of highly compensated management employees
      for purposes of Title I of ERISA. The Employer may make payment of
      benefits directly to Participants or their Beneficiaries as they become
      due under the terms of the Plan. In addition, if the principal of any
      trust established for this purpose, and any earnings thereon, is not
      sufficient to make payments of benefits in accordance with the terms of
      the Plan, the Employer shall make the balance of each such payment as it
      falls due.

                
	 
      	 
      
	 
      	
                  With
      respect to any benefits payable under the Plan, the Participants (and
      their Beneficiaries) shall have the same status as general unsecured
      creditors of the Company, and the Plan shall constitute a mere unsecured
      promise by the Company to make benefit payments in the
    future.

                


        

      

    

     

    ARTICLE
VII

    PAYMENT
OF ACCOUNTS

    
      
        	 
      	 
      	 
      
	
                7.1

              	
                Time and Method of
      Payment

              
	 
      	 
      	 
      
	
                       
           
      (a)          Retirement or
      Disability. At the time an Eligible Employee or Director elects to
      participate in the Plan and to defer Base Salary, Bonus Payments or
      Director’s Fees, he shall also elect, in such form as approved by the
      Committee, the method for the payment of such deferrals (and any related
      matching or employer contributions) upon his Retirement or Disability. The
      Participant may make a separate payment election each Plan Year with
      respect to deferrals (and any related matching or employer contributions)
      made for such Plan Year and the Committee may provide for separate payment
      elections for Base Salary, Bonus Payments and/or Director fees’ deferrals.
      If the Participant does not make an election for any Plan Year, the most
      recent previous election of the Participant shall apply, and if no valid
      election has been made by the Participant, he shall be deemed to have
      elected a lump sum. Upon Retirement or Disability, a Participant’s vested
      Account balance (or applicable portions of the Account) may be payable in
      one or more of the following methods, as elected with respect to the
      deferrals (and any related matching or employer contributions) for each
      Plan Year:

              


      

    

     

    
      
        
          	 
      	 
      	 
      	
                  (i)

                	
                  A
      lump sum payment; or

                


        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	 
      	 
      	
                      (ii)

                    	
                      Annual
      installment payments over a period of 5, 10, or 15 years, with each
      installment equal to the unpaid balance of the Account (or the portion of
      the Account to which the election applies) as of the preceding December
      31st
      divided by the number of remaining
payments.

                    


            

          

        

      

    

     

    Except
with respect to Key Employees as provided in Section 7.1(g), lump sum payments
and the first annual installment payment shall be made on or before the January
31st of the calendar year following the calendar year in which the Participant’s
Retirement or Disability occurs. Second and subsequent installment payments
shall be payable each year on or before January 31st of such year.

     

    The
Committee (or its designee) may establish from time to time, consistent with the
requirements of Section 409A, limitations on the Participant’s ability to select
the time and method of payment of his Account based upon the amount in the
Participant’s Account. For example, unless and until changed by the Committee
(or its designee), if the Participant’s aggregate Account has a total vested
balance of less than $50,000 at the time of Retirement or Disability, the
Account shall be paid in a lump sum regardless of an election by the Participant
to be paid in installments. For purposes of this Article VII, the Committee may,
if required by liquidity limitations resulting from a financial investment used
to support an Investment Option (but only to such extent), establish limits on
the timing and manner of payouts otherwise provided for under this Article VII
for amounts attributable to such Investment Option.

     

                 
(b)          Scheduled Withdrawals During
Employment. In addition to the election with respect to the time and
method of payment upon Retirement as specified in Section 7.1(a), a Participant
may elect, at the time he makes his deferral election each year, in such manner
as approved by the Committee, to receive payment of such deferrals in, or
commencing in, January of a specified year(which year must be at least 2 years
after the end of the Plan Year during which the deferral is made) during his
term of employment or during his service as a Director, pursuant to one of the
following payment methods:

    
      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)

                	
                  A
      lump sum payment; or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)

                	
                  Annual
      installment payments over a period of 2, 3, 4 or 5 years with each
      installment equal to the unpaid balance (or designated portion) of such
      vested Account as of the preceding December 31st
      divided by the number of remaining
payments.

                


        

      

    

     

    If a
Participant incurs a Disability or terminates employment under subsection (d)
below or due to Retirement prior to the payment date in (b)(1), or the
completion of the installment payments in (b)(2), the provisions of subsection
(a) above (and if applicable, subsection (g) below) relating to payments after
Disability or Retirement or subsection (d) below shall control with respect to
the payment of (or payment of all remaining amounts of) the vested portion of
the Participant’s Account.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


     

           
     
(c)          Termination for Cause or
Violation of Restrictive Covenants. Upon a Participant’s Termination of
Employment by the Employer for Cause or if the Participant violates the
Restrictive Covenants set forth in Subsection (i) below, the Participant’s
Employer Contribution Account (whether or not otherwise vested), or any
remaining payments due from such Employer Contribution Account, shall be
immediately forfeited. Except as provided in Section 7.1(g), any vested amount
in the Participant’s Deferral Account shall be distributed to the Participant in
a single, lump sum as soon as administratively feasible following the
Participant’s Termination of Employment for Cause or violation of the
Restrictive Covenants (regardless of whether the Participant is eligible for
Retirement).

     

             
   
(d)          Other Termination of
Employment. Except as provided in Section 7.1(g) below, upon a
Participant’s Termination of Employment or Termination of Service other than due
to death, Disability, Retirement or for Cause or violation of a Restrictive
Covenant, the Participant’s entire vested Account balance shall be distributed
to the Participant in a single, lump sum as soon as administratively feasible
following the Participant’s Termination of Employment or Termination of
Service.

     

                 
(e)          Death. Upon the death
of the Participant while actively employed, the Participant’s Account shall
become 100% vested and shall be payable to the Participant’s Beneficiary in a
lump sum in January of the year following the year in which the Participant
died; provided, however, the Participant may elect in advance, at such time and
in such manner as determined by the Committee, that the Participant’s Account
will be paid to his Beneficiary (i) in annual installments over a period of 5,
10, or 15 years, with the first installment paid in January of the calendar year
following the calendar year in which the Participant died, or (ii) if the
Participant has terminated employment eligible for Retirement and is receiving
payments, in the same manner as it was being paid to the Participant at his date
of death.

     

             
   (f)           
Unforeseeable
Emergency. Upon the occurrence of an “unforeseeable emergency”, as
defined in Code Section 409A and the regulations thereunder, the Participant may
receive a lump sum distribution of such amounts as are necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution. The Committee or its designee shall determine the existence
of an unforeseeable emergency and the maximum amount of any distribution in
accordance with the requirements of Code Section 409A and the regulations and
other guidance thereunder. Any distribution on account of an unforeseeable
emergency shall be payable in a lump sum as soon as administratively practical
following approval by the Committee or its designee and shall be payable only
from the vested portion of the Participant’s Account. The Committee or its
designee may prescribe that a Participant who receives a distribution on account
of an unforeseeable emergency may not make additional deferrals of Base Salary
or Director’s Fees for the remainder of the Plan Year or some other time
period.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

           
    
(g)           Special Rule for Key
Employees. Notwithstanding any other provision of this Plan, if the
Participant is or could likely be considered a Key Employee (as determined by
the Committee or its designee in accordance with procedures established by the
Committee that are consistent with Section 409A and the regulations and rulings
thereunder), distributions to such Participant shall not be made before the date
which is 6 months after the date of the Participant’s Termination of Employment
(or, if earlier, the date of death of the Participant), and any distribution
that would otherwise be payable before the 6-month anniversary shall be delayed
and shall be paid within 30 days following such 6-month
anniversary.

     

          
     
(h)           Form of Payment. All
payments from the Plan shall be made in cash, provided that the Committee may
require that amounts deemed to be invested in Company Stock or other Company
Securities shall be paid in shares of Company Stock or other Company
Securities.

    
      
        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (i)

                	
                  Restrictive
      Covenants.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)

                	
                  If,
      during his employment with the Company or at any time during the one (1)
      year period after the Date of Termination, the Participant violates the
      restrictive covenants (“Restrictive Covenants”) set forth in subsection
      (2) below, then the forfeiture provisions of subsection (c) above shall
      apply.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)

                	
                  The
      Participant shall not directly or indirectly, individually, or on behalf
      of any Person other than the Company or an Affiliate:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (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.

                


        

      

    

    

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            	 
      	 
      	
                    (3)

                  	
                    For
      purposes of this subsection (i), 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.

                  


          

        

      

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	 
      	 
      	
                        (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 Company’s 2000 Key Employee Stock Option
      Plan.

                      


              

            

          

        

      

    

    


    
      
        
          	
                  7.2

                	
                  Changes in
      Election.

                
	 
      	 
      
	 
      	
                  A
      Participant may request a change in his election as to the method of
      payment under Section 7.1(a) or as to the date or method of payment under
      Section 7.1(b) on such form as may be established by the Committee. A
      Participant may only change his election two times; provided, however, a
      Participant who has changed his election two times and who experiences a
      change in family circumstance (divorce, marriage, death of a spouse, or
      the birth or adoption of a child), may make a third change to his election
      as long as such change is otherwise consistent with the requirements of
      this provision and is made within 60 days of the date of the change in
      family circumstance; provided, further, that effective December 14, 2006,
      a Participant may change his election under Section 7.1(b) more than two
      times. To be effective, a request for a change must be made at least one
      year prior to the date the Participant’s distributions would otherwise
      commence. A Participant who requests a change as to the method of payment
      for Disability or Retirement or as to the date or method of payment with
      respect to payments during employment or service as a Director must
      request a new payment commencement date that is at least five (5) years
      after the date of commencement of payment previously elected by the
      Participant.

                
	 
      	 
      
	 
      	
                  The
      Committee may, in its discretion offer Participants the opportunity to
      make new payment elections under Sections 7.1(a) and 7.1(b) in accordance
      with the transition rules under Section 409A and the regulations and
      rulings thereunder. Any such elections shall be made at such time and on
      such forms as may be provided by the
Committee.

                


        

      

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    7.3

                  	
                    Direction of
      Payments.

                  
	 
      	 
      
	 
      	
                    Payment
      under this Article VII of amounts credited to a Participant’s Account
      shall be made to the Participant, provided that the Committee may, in its
      discretion and in  accordance with such procedures as may be
      established by the Committee, allow the Participant to direct (which
      direction may be required to be irrevocable) that the Plan make such
      payments directly to a trust, partnership or other legal entity
      established by, or for the benefit of, the Participant. Regardless of the
      entity to which a Participant’s Accounts are paid, the Participant shall
      remain liable for all income and other taxes with respect to such payments
      as provided in Section 10.4.

                  
	 
      	 
      
	
                    7.4

                  	
                    Consequences of a
      Change of Control.

                  
	 
      	 
      
	 
      	
                    Notwithstanding
      anything to the contrary contained in this Plan, upon the occurrence of a
      Change of Control, each Participant’s Account shall become fully vested
      but shall remain subject to the Plan’s payment provisions and the
      Participant’s elections as to time and method of
  payment.

                  


          

        

      

    

     

    ARTICLE
VIII

    ADMINISTRATION

    
      
        
          
            	 
      	 
      
	
                    8.1

                  	
                    Committee

                  
	 
      	 
      
	 
      	
                    The
      general administration of the Plan and the responsibility for carrying out
      its provisions shall be placed in the Compensation Committee of the
      Company’s Board of Directors or such other committee as may be appointed
      from time to time by the Board of Directors to serve at the pleasure
      thereof (the “Committee”).

                  
	 
      	 
      
	
                    8.2

                  	
                    Duties and Binding
      Effect of Decisions

                  
	 
      	 
      
	 
      	
                    The
      Committee shall have the discretion and authority to (i) make, amend,
      interpret and enforce all appropriate rules and procedures for the
      administration of this Plan, (ii) select the Investment Options, (iii)
      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, and (iv) maintain all records that may be necessary for
      the administration of the Plan. The decision or action of the Committee
      with respect to any question arising out of or in connection with the
      administration, interpretation and application of the Plan and the rules,
      regulations and procedures promulgated hereunder shall be final and
      conclusive and binding upon all persons having any interest in the
      Plan.

                  
	 	 
	
                    8.3

                  	
                    Committee
      Action

                  
	 
      	 
      
	 
      	
                    Any
      act which the Plan authorizes or requires the Committee to do may be done
      by a majority of its members. The action of such majority, expressed from
      time to time by a vote at a meeting (a) in person, (b) by telephone or
      other means by which all members may hear one another or (c) in writing
      without a meeting, shall constitute the action of the Committee and shall
      have the same effect for all purposes as if assented to by all members of
      the Committee at the time in
office.

                  


          

        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    8.4

                  	
                    Delegation

                  
	 
      	 
      	 
      	 
      
	 
      	
                    The
      members of the Committee may authorize one or more of its members or any
      other person or persons to execute and deliver any instrument, make any
      payment or perform any other act which the Plan authorizes or requires the
      Committee to do. Without limiting the generality of the foregoing, until
      the Committee determines otherwise, the Chief Executive Officer of the
      Company (or his designee) shall be responsible for the execution of the
      routine administration of the Plan.

                  
	 
      	 
      	 
      	 
      
	
                    8.5

                  	
                    Services

                  
	 
      	 
      	 
      	 
      
	 
      	
                    The
      Committee may employ or retain agents to perform such clerical,
      accounting, legal, consulting, trust, trustee and other services as may be
      necessary or desirable to carry out the provisions of the
      Plan.

                  
	 
      	 
      	 
      	 
      
	
                    8.6

                  	
                    Indemnification

                  
	 
      	 
      	 
      	 
      
	 
      	
                    The
      Company shall indemnify and save harmless each member of the Committee
      against all expenses and liabilities, including reasonable legal fees and
      expenses, arising out of membership on the Committee or any actions taken
      as a member of the Committee, excepting only expenses and liabilities
      arising from his own gross negligence or willful misconduct, as determined
      by the Board of Directors.

                  
	 
      	 
      	 
      	 
      
	
                    8.7

                  	
                    Claims
      Procedure

                  
	 
      	 
      	 
      	 
      
	
                                
      (a)           A
      Participant or his duly authorized representative (the “claimant”) may
      make a claim for benefits under the Plan by filing a written claim with
      the Committee. Determinations of each such claim shall be made as
      described below; provided, however, that the claimant and the Committee
      may agree to extended periods of time for making determinations beyond
      those periods described below.

                  
	 
      	 
      	 
      	 
      
	
                            
         
      (b)           The
      Committee will notify a claimant of its decision regarding his claim
      within a reasonable period of time, but not later than 90 days following
      the date on which the claim is filed, unless special circumstances require
      a longer period for adjudication and the claimant is notified in writing
      of the reasons for an extension of time prior to the end of the initial
      90-day period and the date by which the Committee expects to make the
      final decision. In no event will the Committee be given an extension for
      processing the claim beyond 180 days after the date on which the claim is
      first filed with the Committee unless otherwise agreed in writing by the
      claimant and the Committee.

                  
	 
      	 
      	 
      	 
      
	
                             
        
      (c)           If a claim
      is denied, the Committee will notify the claimant of its decision in
      writing. Such notification will be written in a manner calculated to be
      understood by the claimant and will contain the following
      information:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                     (1)

                  	
                    the
      specific reason(s) for the
denial;

                  


          

        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	 
      	
                    (2)

                  	
                    a
      specific reference to the Plan provision(s) on which the denial is
      based;

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (3)

                  	
                    a
      description of additional information necessary for the claimant to
      perfect his claim, if any, and an explanation of why such material is
      necessary; and

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (4)

                  	
                    an
      explanation of the Plan’s claim review procedure and the applicable time
      limits under such procedure and a statement as to the claimant’s right to
      bring a civil action under ERISA after all of the Plan’s review procedures
      have been satisfied.

                  
	 
      	 
      	 
      	 
      
	
                            
         
      (d)           The
      claimant shall have 60 days following receipt of the notice of denial to
      file a written request with the Committee for a review of the denied
      claim. The decision by the Committee with respect to the review must be
      given within 60 days after receipt of the request, unless special
      circumstances require an extension and the claimant is notified in writing
      of the reasons for an extension of time prior to the end of the initial
      60-day period and the date by which the Committee expects to make the
      final decision. In no event will the decision be delayed beyond 120 days
      after receipt of the request for review unless otherwise agreed in writing
      by the claimant and the Committee.

                  
	 
      	 
      	 
      	 
      
	
                            
          
      (e)           Every
      claimant will be provided a reasonable opportunity for a full and fair
      review of an adverse determination. A full and fair review means the
      following:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (1)

                  	
                    the
      claimant will be given the opportunity to submit written comments,
      documents, records, etc. with regard to the claim for benefits, and the
      review will actually take into account all information submitted by the
      claimant, regardless of whether it was reviewed as part of the initial
      determination; and

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (2)

                  	
                    the
      claimant will be provided, upon request and free of charge, with copies of
      all documents and information relevant to the claim for
      benefits.

                  
	 
      	 
      	 
      	 
      
	
                                 (f)           
      The Committee will notify the claimant of its decision regarding an appeal
      of a denied claim in writing. The decision will be written in a manner
      calculated to be understood by the claimant, and will
    include:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (1)

                  	
                    the
      specific reason(s) for the denial and adverse
    determination;

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (2)

                  	
                    a
      reference to the specific Plan provisions on which the denial is
      based;

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (3)

                  	
                    a
      statement that the claimant is entitled to receive, upon request and free
      of charge, reasonable access to and copies of all information relevant to
      the claimant’s claim for benefits; and

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (4)

                  	
                    a
      statement regarding the claimant’s right to bring a civil action under
      ERISA.

                  


          

        

      

    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


                
(g)           If the Committee
fails to follow these procedures consistent with the requirements of ERISA with
respect to any claim, the claimant will be deemed to have exhausted all
administrative remedies under the Plan and will have the right to bring a civil
action under section 502(a) of ERISA.

     

                
(h)           The Committee
shall interpret this Section 8.7 such that the claims procedures applicable
under the Plan conform to the claims review requirements of Part 5, Title I, of
ERISA.

     

    ARTICLE
IX

    AMENDMENT
AND TERMINATION

    
      
        	 
      	 
      
	
                9.1

              	
                Amendment. The
      Company, by action of the Board of Directors or the Compensation Committee
      of the Board of Directors, may at any time or from time to time modify or
      amend any or all of the provisions of the Plan, or stop future deferrals
      to the Plan, provided that no such amendment shall reduce a Participant’s
      Account balance or change existing elections with respect to the time and
      method of payment of a Participant’s Account.

              
	 
      	 
      
	
                9.2

              	
                Termination of
      Plan. The Company expects to continue this Plan, but does not
      obligate itself to do so. The Company reserves the right to discontinue
      and terminate the Plan at any time, in whole or in part, for any reason
      (including a change, or an impending change, in the tax laws of the United
      States or any State). Termination of the Plan shall be binding on all
      Participants and Employers, but in no event may such termination reduce
      the amounts credited at that time to any Participant’s Account. If this
      Plan is terminated, the Participants’ Accounts shall become fully vested,
      and subject to Section 7.1(g), amounts credited to Participants’ Accounts
      shall be paid in a lump sum, provided that (A) the Company terminates at
      the same time any other arrangement that is subject to Section 409A and
      that would be aggregated with the Plan under Section 409A; (B) the Company
      does not adopt any other arrangement that would be aggregated with the
      Plan under Section 409A for three years; (C) the payments upon such
      termination shall not commence until 12 months after the date of
      termination and all such payments must be completed within 24 months after
      the date of termination; and (D) such other requirements as may be imposed
      by Section 409A are
satisfied.

              


      

    

     

    ARTICLE
X

    GENERAL
PROVISIONS

    
      
        	 
      	 
      
	
                10.1

              	
                Limitation on
      Participant’s Rights.

              
	 
      	 
      
	 
      	
                Participation
      in this Plan shall not give any Participant the right to be retained in
      the Employer’s employ, or any right or interest in this Plan or any assets
      of the Employer other than as herein provided. The Employer reserve the
      right to terminate the employment of any Participant at any time without
      any liability for any claim against the Employer under this Plan, except
      to the extent expressly provided
herein.

              


      

    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  10.2

                	
                  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.

                
	 
      	 
      
	
                  10.3

                	
                  Participation in Other
      Plans.

                
	 
      	 
      
	 
      	
                  Nothing
      in this Plan 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.

                
	 
      	 
      
	
                  10.4

                	
                  Taxes.

                
	 
      	 
      
	 
      	
                  If
      the whole or any part of any Participant’s Account shall become liable for
      the payment of any estate, inheritance, income, or other tax which the
      Employer shall be required to pay or withhold, the Employer shall have the
      full power and authority to withhold and pay such tax out of any moneys or
      other property in its hand for the account of the Participant whose
      interests hereunder are so liable. The Employer shall provide notice to
      the Participant of any such withholding. Prior to making any payment, the
      Employer may require such releases or other documents from any lawful
      taxing authority as it shall deem necessary.

                
	 
      	 
      
	
                  10.5

                	
                  Assignment, Pledge or
      Encumbrance.

                
	 
      	 
      
	 
      	
                  Except
      as expressly provided in Section 7.3, the amounts credited to the Accounts
      of a Participant shall not be subject to assignment, alienation, pledge,
      transfer or other encumbrance of any kind, whether voluntary or
      involuntary, and any such purported assignment, alienation, pledge,
      transfer or other encumbrance shall be void and unenforceable against the
      Plan, the Trust, the Company or any Affiliate; further, the amounts
      credited to the Accounts shall not be liable for, or subject to, legal
      process, claims of creditors, tort claims, or attachment for the payment
      of any claim against any Participant or other person entitled to receive
      such amount; provided, that nothing herein shall prevent an assignment or
      other encumbrance in favor of the Employer to secure any indebtedness of
      any kind of the Participant to the Employer.

                
	 
      	 
      
	
                  10.6

                	
                  Minor or
      Incompetent.

                
	 
      	 
      
	 
      	
                  If
      the Committee determines that any person to whom a payment is due
      hereunder is a minor or is incompetent by reason of a physical or mental
      disability, the Committee shall have the power to cause the payments
      becoming due to such person to be made to another 22 for the benefit of
      such minor or incompetent without responsibility of the Company or the
      Committee to see to the application of such payment. Payments made
      pursuant to such power shall operate as a complete discharge of the
      Company and the
Committee.

                


        

      

    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    
      
        	
                10.7

              	
                Beneficiary.

              
	 
      	 
      
	 
      	
                Each
      Participant may designate, on such form as may be provided by the
      Committee, any person(s), trusts, partnerships, foundations, or other
      legal entity(ies), including his estate, as his Beneficiary under the
      Plan. A Participant may revoke his designation of a Beneficiary or change
      his Beneficiary at any time prior to his death by executing a change of
      beneficiary form and delivering such form to the Committee. If no person
      or legal entity shall be properly designated by a Participant as his
      Beneficiary or if no designated Beneficiary survives him, his Beneficiary
      shall be his estate.

              
	 
      	 
      
	
                10.8

              	
                Binding
      Provisions

              
	 
      	 
      
	 
      	
                The
      provisions of this Plan shall be binding upon each Participant as a
      consequence of his election to participate in the Plan, and his heirs,
      executors, administrators, and assigns. This Plan shall be binding upon,
      and enforceable against, the Company and any successor(s) (whether direct
      or indirect, by purchase, merger, consolidation, sale of assets or
      otherwise) to substantially all of the business or assets of the
      Company.

              
	 
      	 
      
	
                10.9

              	
                Notices.

              
	 
      	 
      
	 
      	
                Any
      election made or notice given by a Participant pursuant to the Plan shall
      be in writing to the Committee or to such representative as may be
      designated by the Committee for such purpose, shall be on such form as may
      be specified by the Committee, and shall not be deemed to have been made
      or given until the date it is received by the Committee or its designated
      representative.

              
	 
      	 
      
	
                10.10

              	
                Alternative
      Action.

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

              
	 
      	 
      
	
                10.11

              	
                Compliance with Code
      Section 409A.

              
	 
      	 
      
	 
      	
                The
      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).

              


      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  10.12

                	
                  Governing
      Law.

                
	 
      	 
      
	 
      	
                  The
      Plan shall be governed by and construed in accordance with ERISA and the
      Code, and to the extent not preempted by such laws, in accordance with the
      laws of the State of Georgia, but not including the choice of law
      provisions thereof.

                
	 
      	 
      
	
                  10.13

                	
                  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.

                
	 
      	 
      
	
                  10.14

                	
                  Pronouns.

                
	 
      	 
      
	 
      	
                  The
      masculine pronoun shall be deemed to include the feminine wherever it
      appears in the Plan unless a different meaning is required by the
      context.

                


        

      

    

     

      IN
WITNESS WHEREOF, the Company on December 31, 2008 has adopted the amended and
restated Plan 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

                      	 	 
      	 
      	 


              

            

          

        

      

    

     

     

     

     

    24