Prepared by Kilpatrick Stockton EDGAR Services


EXHIBIT 10.17


 Prepared 5/9/00     





©2000 Bank Compensation
Strategies


This document is provided to assist your legal counsel in documenting
your specific arrangement. It is not a form to be signed, nor is it to be construed as legal advice. Failure to accurately document
your arrangement could result in significant losses, whether from claims of those participating in the arrangement, from the heirs
and beneficiaries of participants, or from regulatory agencies such as the Internal Revenue Service and the Department of Labor.
License is hereby granted to your legal counsel to use these materials in documenting solely
your
arrangement. 





FIRST AMENDMENT

TO THE

PEOPLES BANK OF FANNIN COUNTY

EXECUTIVE REVENUE NEUTRAL RETIREMENT
AGREEMENT

DATED AUGUST 2, 1999

FOR

THOMAS C. GILLILAND


THIS AMENDMENT executed on this 6th  day of June, 2000, by
and between PEOPLES BANK OF FANNIN COUNTY, located in Blue Ridge, Georgia (the “Bank”) and THOMAS C. GILLILAND (the
“Executive”).


On August 2, 1999, the Bank and the Executive executed the PEOPLES BANK OF
FANNIN COUNTY EXECUTIVE REVENUE NEUTRAL RETIREMENT AGREEMENT (the “Agreement”).


The undersigned hereby amends, in part, said Agreement for the purpose of 1)
updating the Corporation's Aggregate Premium Investment, and 2) revising the Executive's Initial Points and Initial Allocation
Percent. Therefore,


Appendix A and Appendix B to the Agreement shall be amended in their
entirety and replaced with the following new Appendix A and Appendix B attached to this Amendment.


 




   



IN WITNESS OF THE ABOVE, the Executive and the Bank have
agreed to this First Amendment.


Executive:                                                     
Bank:


                                                                       
PEOPLES BANK OF FANNIN COUNTY





           
/s/Thomas C. Gilliland                      
    By:
                  /s/ Jimmy C.
Tallent                             

Thomas C. Gilliland


                                                         
              Title:
                                                                           





By execution hereof, the Corporation consents to and agrees to be bound by
the terms and conditions of this First Amendment.


                                                                       
CORPORATION:


                                                                       
UNITED COMMUNITY BANKS, INC.


                                                                       
By:      
/s/   Christopher J. Bledsoe                   


                                                                       
Title:    
SVP/CFO                                            









   



Appendix A


Aggregate Premium Investment



	
Premium

	
$11,410,000










Simulated Policy Data



  

	
Insured

	
Insurer

	
Policy No.

	
Product Type

	
Issue

Date


	
Classification


	
Gilliland, Thomas C.

	
GW

	
86000151

	
BCSUL1

	
12/31/98

	
Standard NS





  



GW = Great-West Life & Annuity Insurance Company









   



Appendix B



  

	
Executives

	
Initial Points

	
Initial Allocation Percent*


			
	
Thomas C. Gilliland

	
12.218

	
12.218%


	
Other Participants

	
87.782

	
87.782%


			
	
Total

	
100.00

	
100.00





  



*If an Executive included above dies during a Plan Year, the Points
allocated to that person above shall be eliminated and the allocated percentages shall be recalculated for that Plan Year and all
subsequent Plan Years.


For example, assume the following Executives are in the plan with the
following Points and Initial Allocation Percent:



  

	
Executives

	
Points

	
Initial Allocation Percent


	
Executive A

	
50

	
50%


	
Executive B

	
30

	
30%


	
Executive C

	
20

	
20%


			
	
Total

	
100

	
100%





  



Executive A dies, the Points remain the same, but the Allocation Percent
changes, as follows:



  

	
Executives

	
Points

	
Revised Allocation Percent


	
Executive B

	
30

	
60% (30 ÷ 50)


	
Executive C

	
20

	
40% (20 ÷ 50)


			
	
Total

	
50

	
100%