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                                                                    EXHIBIT 10.2

                             UNITED COMMUNITY BANKS
                           DEFERRED COMPENSATION PLAN
                           Effective October 21, 2004

      Pursuant to the authorization of its Board of Directors, UNITED COMMUNITY
BANKS, INC. ("the Company"), a Georgia Corporation, does hereby constitute,
establish and adopt the United Community Banks Deferred Compensation Plan (the
"Plan"), effective October 21, 2004 ("Effective Date").

      The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated employees and members of the Company's
Board of Directors 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.

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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 on the date hereof 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)   Approval by shareholders of 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 an agreement for the sale or other
            disposition of all or substantially all of the assets of the
            Company.

      (c)   A change in the composition of the Board such that the individuals
            who, as of the Effective Date, 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,
            however, for purposes of this Section 1.10 that any individual who
            becomes a member of the Board subsequent to the Effective Date whose
            election, or nomination for election by the Company's shareholders,
            was

                                       2
<PAGE>

            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  "Continuous Service" means the total uninterrupted service of a
      Participant with the Employer or any Affiliate from the date of employment
      to the date of his Termination of Employment.

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 who is
      not also an employee of the Company or an Affiliate.

1.17  "Director's Fees" means any retainer 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.

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 October 21, 2004.

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<PAGE>

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.

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.

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 or Termination of Service on or after age 65 or under
      circumstances qualifying the Participant for an "Early Retirement Benefit"
      as defined in and subject to the rules of the Company's Modified
      Retirement Plan, as may be amended from time to time.

1.33  "Termination of Employment" means termination of a Participant's
      employment 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.

                                       4
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1.34  "Termination of Service" shall mean the date a Director ceases to serve as
      a member of the Company's Board of Directors for any reason including
      resignation, removal, or the failure to be re-elected by the Company's
      shareholders.

1.35  "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.

1.36  "Trustee" means the trustee or trustees or their successors under the
      Trust.

1.37  "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.

1.38  "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.

                                   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 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 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

                                       5
<PAGE>

      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. The Committee may provide for different
      elections with respect to different types of Bonus Payments.

      A Participant may at any time during the Plan Year terminate an election
      to defer and discontinue future deferrals of Base Salary (but not Bonus
      Payments) under this Plan by providing written notice to the Committee
      prior to the start of the next payroll period for which Base Salary will
      be payable. In such event, Base Salary earned for services subsequent to
      such termination notice will be paid directly to the Participant and will
      not be subject to his prior deferral election. A Participant who elects to
      discontinue deferrals of Base Salary for a Plan Year may not recommence
      such deferrals until the next following Plan Year (or such later Plan Year
      in which he is again eligible to participate), provided the Participant
      completes and executes the required election form. Increases or decreases
      in the amount of Base Salary a Participant elects to defer (other than a
      suspension of deferrals) shall not be permitted during the Plan Year.

      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.

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.

                                       6
<PAGE>

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 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.

            (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.

                                  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

                                       7
<PAGE>

      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 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 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.

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.

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<PAGE>

                                   ARTICLE V
                                     VESTING

5.1   Deferral Account

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

5.2   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.

<TABLE>
<CAPTION>
Years of Service    % of Account Vested
----------------    -------------------
<S>                 <C>
Less Than 1                  0%
1 but less than 2           33%
2 but less than 3           66%
3 or more                  100%
</TABLE>

      Years of Service for purpose of vesting shall be determined in the same
      manner as determined under the United 401(k) Plan. 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,

                                       9
<PAGE>

      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. At least as
      often as the last business day of each calendar quarter, the Committee
      shall 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.

      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 time and method for the payment of
            such deferrals upon his Retirement or Disability. The Participant
            may make a separate election each Plan Year with respect to
            deferrals made for such Plan Year. If the Participant does not make
            an election for any Plan Year, the most recent previous election of
            the Participant shall apply, and if

                                       10
<PAGE>

            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:

                  (i)   A lump sum payment; or

                  (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
            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), any Account that has a total vested
            balance of less than $50,000 at the time of Retirement or Disability
            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, in such manner as approved by the
            Committee, to receive payment of such deferrals at, or commencing
            at, a specified date 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.

                                       11
<PAGE>

            If a Participant incurs a Disability or terminates employment 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 Retirement shall control with respect to the payment of (or
            payment of all remaining amounts of) the vested portion of the
            Participant's Account.

      (c)   Termination for Cause. Upon a Participant's Termination of
            Employment by the Employer for Cause, the Participant's Employer
            Contribution Account (whether or not otherwise vested) 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.

      (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, 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, the Participant's Account
            shall become 100% vested and shall be payable to the Participant's
            Beneficiary in a lump sum by January 31st 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 in annual installments over a period of 5,
            10, or 15 years, with the first installment paid on or before the
            January 31st of the calendar year following the calendar year in
            which the Participant died.

      (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 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.

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<PAGE>

      (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),
            distributions to such Participant may 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.

7.2   Changes in Election.

      A Participant may request a change in his election 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 circumstances (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. 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 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.

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 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").

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<PAGE>

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.

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 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.

                                       14
<PAGE>

            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;

            (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

                                       15
<PAGE>

            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.

      (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

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, stop future deferrals to the Plan, or
terminate the Plan, provided that no such amendment or termination 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.

                                       16
<PAGE>

                                   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.

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.

                                       17
<PAGE>

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 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.

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

                                       18
<PAGE>

      appropriate in accordance with Code Section 409A and to avoid a plan
      failure under Code Section 409A(1).

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, through resolutions adopted by its Board
of Directors, adopted the foregoing Plan the 21st day of October, 2004.

                                       19