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                                                                    EXHIBIT 10.3


                            NONCOMPETITION AGREEMENT

         THIS NONCOMPETITION AGREEMENT (the "AGREEMENT") is made as of March __
2004, by and among UNITED COMMUNITY BANKS, INC., a Georgia corporation (the
"COMPANY"; which shall include the Company's wholly-owned owned bank subsidiary,
United Community Bank, a Georgia bank) and ___________________, a resident of
the State of Georgia ("COVENANTOR").

         WHEREAS, Fairbanco Holding Company, Inc., a Georgia corporation
("FAIRBANCO") is the parent company of 1st Community Bank, a federal savings
bank ("BANK") engaging in a full range of banking services in Fulton and Fayette
Counties, Georgia (the "BUSINESS") and Covenantor is an executive officer of the
Bank; and

         WHEREAS, the Company and Fairbanco have entered into that certain
Agreement and Plan of Reorganization (the "ACQUISITION AGREEMENT") dated as of
March 11, 2004, as amended, whereby the Company has agreed to purchase Fairbanco
and Bank through the merger of Fairbanco with and into Company for cash and
stock of the Company; and

         WHEREAS, as a condition of the Acquisition Agreement, Covenantor has
agreed to grant to the Company a covenant not to compete with, solicit employees
from, or disparage the Company in accordance with the terms of this Agreement;

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants, agreements, representations, warranties, benefits and obligations
contained in this Agreement, and of other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
agree as follows:

1.       Covenantor hereby covenants with the Company that during the period
         from the termination of Covenantor's employment with the Company, for
         any reason whatsoever, to the third (3rd) anniversary thereof,
         Covenantor shall not, except as otherwise specifically permitted herein
         (the "COVENANT"):

         (a)      directly or indirectly, for Covenantor's own account, or as a
                  partner, member, employee, advisor or agent of any partnership
                  or joint venture, or as a trustee, officer, director,
                  shareholder, employee, advisor or agent of any corporation,
                  bank, savings association, mutual thrift, credit union, trust,
                  or other business or financial services organization or
                  entity, within Fulton, Fayette or Coweta Counties, Georgia or
                  a fifty (50) mile radius of any office of the Business located
                  in Fulton or Fayette Counties, Georgia: own, manage, join,
                  participate in, encourage, support, finance, be engaged in,
                  have an interest in, give financial assistance or advice to,
                  permit Covenantor's name to be used in connection with or be
                  concerned in any way in the ownership, management, operation
                  or control of, or be connected in any manner with any business
                  which is or may compete with the Company;


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         (b)      solicit or assist anyone in soliciting in any way any employee
                  of the Company to resign or sever his or her employment or to
                  breach any employment agreement with the Company or affiliates
                  of the Company; or

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

2.       Notwithstanding any language to the contrary contained in this
         Agreement, it shall be permissible for Covenantor to engage in the
         conduct prohibited by Section 1(a) if Company terminates Covenantor's
         employment with the Company without Cause (as described below) or if
         Covenantor terminates his or her employment with the Company with
         Adequate Justification (as described below) whether or not either of
         such terminations is before a mutually agreed on termination date.

         (a)      For purposes of this Agreement "Cause" shall consist of any of
                  (i) the commission by Covenantor of a willful act (including,
                  without limitation, a dishonest or fraudulent act) or a
                  grossly negligent act, or the willful or grossly negligent
                  omission to act by Covenantor, which is intended to cause,
                  causes, or is reasonably likely to cause material harm to the
                  Company (including harm to its business reputation), (ii) the
                  indictment of Covenantor for the commission or perpetration by
                  Covenantor of any felony or any crime involving dishonesty,
                  moral turpitude or fraud, (iii) the receipt of any form of
                  notice, written or otherwise, that any regulatory agency
                  having jurisdiction over the Company intends to institute any
                  form of formal or informal (e.g., a memorandum of
                  understanding which relates to Covenantor's performance)
                  regulatory action against Covenantor or the Company (provided,
                  that the Board of Directors determines in good faith, such
                  action involves acts or omissions by or under the supervision
                  of Covenantor or that termination of Covenantor would
                  materially advance the Company's compliance with the purpose
                  of the action or would materially assist the Company in
                  avoiding or reducing the restrictions or adverse effects to
                  the Company related to the regulatory action), (iv) Covenantor
                  exhibits a standard of behavior within the scope of his
                  employment that is materially disruptive to the orderly
                  conduct of the Company's business operations (including,
                  without limitation, substance abuse or sexual misconduct) to a
                  level which, in the Board of Directors' good faith and
                  reasonable judgment, is materially detrimental to the
                  Company's best interest, that, if susceptible of cure remains
                  uncured ten (10) days following written notice to Covenantor
                  of such specific inappropriate behavior, or (v) the continued
                  failure by Covenantor to subsequently perform the duties
                  reasonably assigned to Covenantor (given his or her training
                  and experience), as judged in good faith by the Board of
                  Directors of the Company, unless such failure is the result of
                  incapacity due to mental or physical illness, disability or
                  death, after ten (10) days' written demand for substantial
                  performance is delivered by the Company that specifically
                  identifies

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                  the manner in which the Company believes that Covenantor has
                  not substantially performed his or her duties.

        (b)       "Adequate Justification" means the occurrence of any of the
                  following events or conditions: (i) any relocation more than
                  thirty (30) miles of Covenantor's principal office that is not
                  approved by Covenantor; or (ii) substantial reduction in
                  Covenantor's compensation on the date hereof that is not
                  approved by Covenantor. Adequate Justification shall only be
                  deemed to have occurred if not cured by the Company within ten
                  (10) days following receipt of written notice from Covenantor
                  which specifies with particularity the events which constitute
                  such Adequate Justification.

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

4.       The parties agree that the remedies of the Company at law for any
         actual or threatened breach of this Agreement by Covenantor would be
         inadequate and that, in the event of such actual or threatened breach,
         in addition to any other remedy available to it, the Company shall be
         entitled to specific performance hereof, injunctive relief, or both, by
         temporary or permanent injunction or other appropriate judicial remedy,
         writ or order.

5.       The remedies provided for in this Agreement are non-exclusive and are
         in addition to each other and to any other remedy available generally
         at law or in equity.

6.       Covenantor acknowledges that the Company is entering into this
         Agreement and the related Acquisition Agreement in reliance upon the
         Covenant. Covenantor further acknowledges and agrees that the Covenant
         is necessary and fundamental to the business of the Company, is not
         contrary to the public interest, and may be assigned by the Company in
         the event that Company sells or otherwise disposes of the Business.

7.       If any portion of this Covenant is held to be unreasonable, arbitrary
         or against public policy, provisions of this Agreement shall be
         considered divisible both as to time and as to geographical areas; and
         each month of each year of the specified period shall be deemed to be a
         separate period of time. In the event any court determines the
         specified time period or geographical area to be unreasonable,
         arbitrary or against public policy, the lesser time period or
         geographical area which is determined to be reasonable, non-arbitrary
         and not against the public policy may be enforced. Notwithstanding the
         foregoing, Covenantor agrees to honor the terms of this Covenant for
         the time periods and areas specified herein and not to contest the
         enforceability of such periods or areas.


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8.       If any of the covenants, capacities, activities, periods or areas
         specified in this Covenant are considered unreasonable by a court of
         competent jurisdiction, the parties agree that the Court will have
         authority to limit such covenants, capacities, activities, periods or
         areas to that which the court deems proper in the circumstances.

9.       This Agreement will be deemed to be a contract made under the laws of
         the State of Georgia, and for all purposes will be governed by and
         interpreted in accordance with the laws prevailing in the State of
         Georgia, without regard to principles of conflict of laws.

10.      This Agreement shall inure to the benefit of and shall be binding upon
         the parties hereto and their respective heirs, successors and assigns.

11.      Nothing in this Agreement, express or implied, is intended to confer
         upon any third person any rights or remedies under or by reason of this
         Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


                              UNITED COMMUNITY BANKS, INC.



                              By:
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                              COVENANTOR



                              By:
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