Settlement Agreement


EXHIBIT 10.23

SETTLEMENT AGREEMENT AND

FULL AND FINAL RELEASE OF CLAIMS





This Settlement
Agreement and Full and Final Release of Claims (“Agreement”) is made and entered into between Henry S. Bishop
(“Mr. Bishop”) and First Georgia Bank, a commercial bank chartered by the State of Georgia (“the
Bank”).


1.           
SEVERANCE.  Mr. Bishop and the Bank have agreed to end their employment
relationship pursuant to that certain Change in Control Agreement dated November 18, 2002 (“Change in Control
Agreement”) attached hereto as Exhibit “A,” effective at the
time that the acquisition of the Bank by United Community Banks, Inc. is
consummated.  Mr. Bishop and the Bank recognize that Mr.
Bishop would have received significant retirement and other benefits from the Bank and that the sale of the Bank to United
Community Banks, Inc. will prevent these benefits from being realized.  Mr. Bishop acknowledges that the release in Paragraph
4 below releases the Bank from any obligation that it may have to provide retirement benefits and any other benefits to Mr. Bishop,
with the exception of the Severance Benefits in the Change in Control Agreement, and that the consideration in Paragraph 2 is
designed, in part, to compensate Mr. Bishop for the loss of those benefits that will not be realized as the result of the sale of
the Bank.


2.           
CONSIDERATION.  In consideration for, and as a material inducement to enter
into this Agreement, the Bank will provide Mr. Bishop with the following:


	
      (a)
	 A lump sum payment of Seven Hundred Thousand
Dollars ($700,000.00), gross, as soon as administratively feasible after the date the Agreement becomes final and binding pursuant
to Paragraph Fifteen (15) below. 
	
      (b)
	Mr. Bishop acknowledges and agrees that the payment described in Paragraph 2 (a) is in addition to
the payments promised to Mr. Bishop in the Change in Control Agreement and the Non-Competition, Non-Solicitation and
Confidentiality Agreement (which provides that Mr. Bishop has an obligation not to compete with United Community Banks, Inc. for a
three-year period).



 3.           
FULL AND FINAL RELEASE.  In consideration of the payments being provided to him, Mr. Bishop, for himself, his
attorneys, heirs, executors, administrators, successors and assigns, fully, finally and forever releases and discharges the Bank,
all subsidiary and/or affiliated companies, as well as its and their successors (including, but not limited to, United Community
Banks, Inc.), assigns, officers, owners, directors, agents, representatives, attorneys, and employees (all of whom are referred to
herein as “the Bank”), of and from all claims, demands, actions, causes of action, suits, damages, losses, and
expenses, of any and every nature whatsoever, as a result of actions or omissions occurring through the Effective Date of this
Agreement.   Specifically included in this waiver and release are, among other things, any and all claims of alleged
employment discrimination, either as a result of the separation of Mr. Bishop’s employment or otherwise, including, but not
limited to any and all claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal
Pay Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Executive Order 11246;





   



Executive Order 11141, Section 503
of the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement
Income Security Act and any other federal, state or local statute, rule, ordinance, or regulation, as well as any claims for
alleged wrongful discharge, negligent or intentional infliction of emotional distress, breach of contract, fraud, or any other
unlawful behavior, the existence of which is specifically denied by the Bank.  Nothing in this Agreement and Release, however,
is intended to waive Mr. Bishop’s entitlement to vested benefits under any pension or 401(k) plan or other benefit plan
provided by the Bank.


 4.            NO OTHER CLAIMS.  Mr. Bishop represents that he has not filed, nor assigned to others the right to file, nor are there
currently pending, any complaints, charges or lawsuits against the Bank with any governmental agency or any court, and that he will
not file, nor assign to others the right to file, or make any further claims against the Bank at any time hereafter for actions
taken up to and including the date Mr. Bishop executes this Agreement.


 5.            PROPRIETARY
INFORMATION.  Also in exchange for the consideration provided above, Mr. Bishop
acknowledges that in his position with the Bank, he may have obtained confidential business and proprietary information regarding
the Bank and otherwise.  He agrees that he will not make any such information known to any member of the public.  
In addition, Mr. Bishop represents that he has returned to the Bank all confidential and proprietary information and all Bank
property, as well as all copies or excerpts thereof and any other property, files or documents obtained as a result of his
employment with the Bank, except those items the Bank specifically agrees in writing to permit Mr. Bishop to retain.  This
paragraph is not intended, however, to preclude Mr. Bishop from testifying truthfully in any court of law or before an
administrative agency, although Mr. Bishop agrees that he will testify as to the Bank matters only if served with a lawfully
executed subpoena.  Nothing in this Agreement, including Paragraph Thirteen (13), is intended to modify the Change in
Control Agreement.


6.            NON-DISPARAGEMENT.  Mr. Bishop also agrees that he will not make statements to clients, customers and suppliers of the Bank or to other
members of the public that are in any way disparaging or negative towards the Bank, the Bank’s products or services, or
Bank’s representatives (including the Board) or employees.


 7.            NON-ADMISSION OF LIABILITY OR WRONGFUL
CONDUCT.  This Agreement shall not be construed as an admission by the Bank of any
liability or acts of wrongdoing or discrimination, nor shall it be considered to be evidence of such liability, wrongdoing, or
discrimination.


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 8.            TERMINATION OF EMPLOYMENT; NO
REEMPLOYMENT.  Except as set forth above, Mr. Bishop and the Bank agree as a
matter of intent that this Agreement terminates all aspects of the relationship between them for all time.  Mr. Bishop
therefore acknowledges that he does not and will not seek reinstatement, future employment, or return to active employee status
with the Bank or any subsidiary or affiliated companies.  Mr. Bishop further acknowledges that neither the Bank nor any
subsidiary or affiliated company shall be under any obligation whatsoever to consider him for reinstatement, employment,
re-employment, consulting or other similar status at any time.  The parties acknowledge that Mr. Bishop will continue to serve
as an Advisory Director of United Community Bank, Inc.


 9.            CONFIDENTIALITY.  The nature and terms of this Agreement are strictly confidential and have not been and shall not be
disclosed by Mr. Bishop at any time to any person other than his lawyer, his accountant, or his immediate family without the prior
written consent of an officer of the Bank, except as necessary in the Registration Statement filed by United Community Banks, Inc.
with the Securities and Exchange Commission, any legal proceedings directly related to the provisions and terms of this Agreement,
to prepare and file income tax forms, or pursuant to court order after reasonable notice to the Bank.


 10.            GOVERNING LAW.  This Agreement shall be interpreted under the laws of the State of Georgia. 


11.            SEVERABILITY.  The provisions of this
Agreement are severable, and if any part of this Agreement is found to be unenforceable, the remainder of the Agreement will
continue to be valid and effective. 


12.            SOLE AND
ENTIRE AGREEMENT.  This Agreement sets forth the entire agreement between the
parties with the exception of Exhibit “A” attached hereto.  Additionally, any prior agreements between or directly
involving the parties to the Agreement are superseded by the terms of this Agreement and thus are rendered null and void, with the
exception of Exhibit “A” attached hereto. 


 13.            NO OTHER PROMISES.  Mr. Bishop affirms that the only consideration for him signing this Agreement is that set forth in
Paragraph Two (2), that no other promise or agreement of any kind has been made to or with him by any person or entity to cause him
to execute this document, and that he fully understands the meaning and intent of this Agreement, including but not limited to, its
final and binding effect.


 14.            ADVICE OF COUNSEL; TWENTY-ONE DAYS TO
CONSIDER; SEVEN DAYS TO REVOKE.  Mr. Bishop acknowledges that he has been advised
by the Bank to consult with an attorney in regard to this matter.  He further acknowledges that he has been given twenty-one
(21) days from the time that he receives this Agreement to consider whether to sign it.  If Mr. Bishop has signed this
Agreement before the end of this twenty-one (21) day period, it is because he freely chose to do so after carefully considering its
terms.  Finally, Mr. Bishop shall have seven (7) days from the date he signs this Agreement to change his mind and revoke the
Agreement.  If Mr. Bishop does not revoke this Agreement within seven days of his signing,


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this Agreement will become final
and binding on the day following such seven-day period (“the Effective Date”).


 15.            LEGALLY BINDING
AGREEMENT.  Mr. Bishop understands and acknowledges (1) that this is a legally
binding release; (2) that by signing this Agreement, he is hereafter barred from instituting claims against the Bank in the manner
and to the extent set forth in Paragraph Four (4) and Paragraph Five (5) above; and (3) that this Agreement is final and
binding.








Date:    February 20,
2003                             
   /s/ Henry S. Bishop   
                       
                       

                       
                       
           
            Henry S. Bishop


 


 


                                                                       
First Georgia Bank


  


Date:    February 20,
2003                 
            By:    /s/
G. F.Coolidge III        
                       
           

                       
                       
           
            Full Name: 
G. F. Coolidge III

                       
                       
           
            Title: 
Chief Financial Officer