Prepared for United Community Banks, Inc. by Kilpatrick Stockton EDGAR Services


Exhibit 10.24


NON-COMPETITION, NON-SOLICITATION

AND CONFIDENTIALITY AGREEMENT


               
THIS AGREEMENT is made as of this 20th day of February, 2003, between United Community Banks, Inc., on its own behalf and
on behalf of its subsidiaries, predecessors and successors (collectively the “Company”), and Henry S.
Bishop, (the “Employee”).


               
WHEREAS, the Company is purchasing First Georgia Bank (the “Bank”).


               
WHEREAS, in connection with the sale of the Bank, Employee’s employment with the Bank is ending pursuant to that certain
Change in Control Agreement dated November 18, 2002 (Change in Control Agreement”) attached hereto as Exhibit
“A”.


               
WHEREAS, in the Change in Control Agreement, Employee contractually agreed to refrain from certain competitive activities for a
period of twelve months.


               
WHEREAS, as part of the sale of the Bank to the Company, the surviving provision of the Change in Control Agreement will be
assigned to the Company and inure to the benefit of the Company.


               
WHEREAS, Employee and the Company desire to enter into this Agreement pursuant to which Employee agrees to extend the time periods
during which he will refrain from certain competitive activities for one year following the expiration of those terms in the Change
in Control Agreement.


               
WHEREAS, Employee’s execution and delivery of this Agreement is a condition precedent to receiving the consideration outlined
below.


               
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:


	Extension of Change in Control Agreement.  The parties agree to extend the term of Paragraphs 4, 5, and 6 of
the Change in Control Agreement from one year to three years from the execution of this Agreement. 

    

    
	Consideration.  The Company will pay Employee One Hundred Thousand ($100,000.00) in the lump sum payment
following the execution of this Agreement.  This payment is consideration for the extension of the term of Paragraphs 4, 5,
and 6 of the Agreement. 

    

  
	Remedies.  The Employee agrees that, in addition to all remedies provided by law or in equity, the Company
shall be entitled to specific performance of this Agreement and to both temporary and permanent injunctions to prevent a breach or
contemplated breach by the Employee of the covenants in Sections 4, 5 and 6 of the Change of Control Agreement and Paragraph 1 of
this Agreement.

    

    
	Arbitration.  Any controversy or claim arising out of or relating to this Agreement, or the breach thereof,
shall be adjudicated through binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of
the American Arbitration Association.  The decision of the arbitration panel shall be final and binding upon the parties and
judgment upon the award rendered by the arbitration panel may be entered by any court having jurisdiction.  The Company and
the Employee agree to share equally the fees and expenses associated with the arbitration proceedings, except as otherwise provided
by Section 5 below.  [Employee must initial here: ____]

    

    
	Notice.  All notices, consents, waivers and other communications required or permitted by this Agreement
shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally
recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting
equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the
following addresses or facsimile numbers 





   



 and marked to the attention of the person (by name or title) designated below (or to such
other address, facsimile number or person as a party may designate by written notice to the other parties):


 


	
       If to the Company at: 
	
      

      

      

    
	
       If to the Employee, to the Employee at:   
	
      

      

      

    


	Headings. Paragraphs or other headings contained herein are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.

    

    
	Entire Agreement.  This Agreement contains the entire understanding of the parties, with the exception of the
Change in Control Agreement, with respect to the subject matter hereof. 

    

    
	Severability. 
    In the event that one or more of the provisions of this Agreement shall be
    or become invalid, illegal or unenforceable in any respect, the validity,
    legality and enforceability of the remaining provisions contained herein
    shall not be affected thereby. 

    

    
	Governing Law. 
    To the full extent controllable to stipulation of the parties, this Agreement shall be
interpreted and enforced under Georgia law.

    

    
	Amendment.  This Agreement may not be modified, amended, supplemented or terminated except by a written
agreement between the Company and the Employee.



 






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IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date and year first above written.


 


 


		

THE COMPANY:


UNITED COMMUNITY BANKS, INC


 


By:   /s/ Thomas C.
Gilliland                                       
  

Print Name: Thomas C. Gilliland 

Title: Executive Vice
President 


 


EMPLOYEE:


  /s/ Henry S. Bishop                                                     
  

Henry S. Bishop


    


 

 

 

 

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