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                                SECOND AMENDMENT
                                     TO THE
                          PEOPLES BANK OF FANNIN COUNTY
                 EXECUTIVE REVENUE NEUTRAL RETIREMENT AGREEMENT
                              DATED AUGUST 2, 1999
                                       FOR
                               THOMAS C. GILLILAND

         THIS SECOND AMENDMENT to the Peoples Bank of Fannin County Executive
Revenue Neutral Retirement Agreement (the "Second Amendment") is made and
entered into as of the 13th day of March, 2003, by and between UNITED COMMUNITY
BANK (as successor to Peoples Bank of Fannin County), a Georgia bank located in
Blairsville, Georgia (the "Bank") and THOMAS C. GILLILAND (the "Executive," and
together with the Bank, the "Parties").

         WHEREAS, on August 2, 1999, the Parties executed the Peoples Bank of
Fannin County Executive Revenue Neutral Retirement Agreement (the "Agreement");

         WHEREAS, on June 6, 2000, the Parties executed the First Amendment to
the Peoples Bank of Fannin County Executive Revenue Neutral Retirement Agreement
(the "First Amendment"); and

         WHEREAS, the Parties desire to revise Section 2.2 of the Agreement and
Appendix B of the First Amendment:

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the Parties hereby agree as follows:

         1.       Amendment to Section 2.2 of the Agreement. Section 2.2 of the
Agreement is hereby deleted in its entirety and replaced with the following:

                  2.2      Allocated Earnings. The earnings allocated to the
         Executive's Retirement Account shall equal the growth for the
         applicable Plan Year of Simulated Investment Number One under Section
         2.1.1 minus the growth for the applicable Plan Year of Simulated
         Investment Number Two under Section 2.1.2. This amount shall then be
         divided by the Adjustment Rate as defined in Section 1.1. If the growth
         of Simulated Investment Number Two exceeds the growth of Simulated
         Investment Number One (earnings deficit) for any Plan Year, no amount
         is allocated to the Executive's Retirement Account for that year. In
         addition, subsequent Allocated Earnings must first be reduced by the
         Executive's allocated portion of the cumulative remaining earnings
         deficit from prior years before allocation to the Executive's
         Retirement Account.

         2.       Amendment to Appendix B of the First Amendment. Appendix B of
the First Amendment is hereby deleted in its entirety.


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         3.       No Other Changes. Except as set forth in this Second
Amendment, the other provisions of the Agreement and the First Amendment shall
remain in full force and effect in accordance with their respective terms.
Nothing contained herein shall constitute a waiver of any rights or claims of
any party heretofore or hereafter arising under or related to the Agreement or
the First Amendment.

         4.       Counterparts. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same agreement.

         IN WITNESS WHEREOF, the Parties have cause this Second Amendment to be
executed on the 13th day of March, 2003.


                                   UNITED COMMUNITY BANK



                                       By:                /S/ ALAN KUMLER
                                            ------------------------------------
                                       Name:             Alan Kumler
                                              ----------------------------------

                                       Title:    Vice President and Controller
                                               ---------------------------------



                                   EXECUTIVE.



                                                    /S/ THOMAS C. GILLILAND
                                               ---------------------------------
                                               Thomas C. Gilliland