FIRST AMENDMENT TO THE UNITED COMMUNITY BANK DIRECTORS RETIREMENT PLAN DATED APRIL 1, 2002

1.12

“Early Retirement Benefit” means the monthly benefit payable to the Director upon early retirement from the service of the Board prior to the Benefit Age stated in the Director’s Joinder Agreement and subject to the terms of Subsection 3.2.

1.19a

“Specified Employee” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise, as determined by the Administrator based on the twelve (12) month period ending each December 31 (the “identification period”). If the Director is determined to be a Specified Employee for an identification period, the Director shall be treated as a Specified Employee for purposes of this Plan during the twelve (12) month period that begins on the first day of the fourth month following the close of the identification period.

1.20a

“Termination of Service” means the termination of the Director’s service with the Bank for reasons other than death. Whether a Termination of Service takes place is determined in accordance with the requirements of Code Section 409A and related Treasury guidance or Regulations based on the facts and circumstances surrounding the termination of the Director’s service and whether the Bank and the Director intended for the Director to provide significant services for the Bank following such termination.

3.1

Retirement Benefit . If the Director is in the service of the Bank until reaching his Benefit Age and has been in the service of the Bank for a minimum of three (3) years under this Plan, the Director shall be entitled to the Retirement Benefit. Such benefit shall commence on the first day of the month following the later of the Director’s Benefit Age or Termination of Service, and shall be payable in monthly installments throughout the Payout Period.

3.2

Early Retirement . The Director may retire from the service of the Bank and receive an Early Retirement Benefit provided that the Director has been a participant in the Plan for three (3) years on the date of the Director’s retirement and that the Director has attained the age of sixty-five (65). If the Director retires after age sixty-five (65) but before age sixty-eight (68) the Director shall be entitled to a benefit equal to Ten Thousand Dollars ($10,000) per year for the Payout Period. If the Director retires after age sixty-eight (68) but before his designated Benefit Age, the Director shall be entitled to a benefit equal to Fifteen Thousand Dollars ($15,000) per year for the Payout Period. Such benefit shall commence on the first day of the month following Termination of Service, and shall be payable in monthly installments throughout the Payout Period.

3.3

Death Prior to Benefit Age . If the Director dies prior to attaining his Benefit Age, has not received an Early Retirement Benefit, and is still in the service of the Bank, the Director’s Beneficiary shall be entitled to the Survivor’s Benefit. The Survivor’s Benefit shall commence within thirty (30) days of the Director’s death and shall be payable in monthly installments throughout the Payout Period.

3.4

Voluntary or Involuntary Termination Other Than as Specified . If the Director’s service

with the Bank is voluntarily or involuntarily terminated prior to the attainment of the Benefit Eligibility Date, for any reason other than for Cause, the Director’s death, disability, or following a Change in Control, the Director (or Beneficiary) shall be entitled to the annuitized value (using the Interest Factor) of the vested Accrued Benefit calculated as of the date of Termination of Service. Such benefit shall commence on the first day of the month following Termination of Service, and shall be payable in monthly installments throughout the Payout Period.

3.7

Disability Benefit . Notwithstanding any other provision hereof, the Director who has not attained his Benefit Eligibility Date shall be entitled to receive the Disability Benefit hereunder, in any case in which it is determined by a duly licensed physician selected by the Bank, that the Director is no longer able, properly and satisfactorily, to perform his regular duties as a Director, because of ill health, accident, disability or general inability due to age. This Disability Benefit is available even if the Director has not served for three (3) years under this Plan. If the Director’s Service is terminated pursuant to this paragraph, the Director will begin receiving the Disability Benefit in lieu of any benefit available under Subsection 3.4, which is not available prior to the Director’s Benefit Eligibility Date. The Disability Benefit shall equal the annuitized value (using the Interest Factor) of the Director’s Accrued Benefit. Such benefit shall commence on the first day of the month following the Director’s Termination of Service due to disability and shall be payable in monthly installments throughout the Payout Period. In the event the Director dies at any time after Termination of Service due to disability but prior to the commencement or completion of all payments due and owing hereunder, the Bank shall pay to the Director’s Beneficiary the Survivor’s Benefit for the remainder of the Payout Period plus a lump sum payment equal to the present value of the difference between the Survivor’s Benefit and the Accrued Benefit payments already paid to the Director.

3.11

Restriction on Timing of Distributions . Notwithstanding any provision of this Plan to the contrary, if the Director is considered a Specified Employee at Termination of Service, the provisions of this Subsection 3.11 shall govern all distributions hereunder. Benefit distributions that are made due to a Termination of Service occurring while the Director is a Specified Employee shall not be made during the first six (6) months following Termination of Service, rather any distribution which would otherwise be paid to the Director during such period shall be accumulated and paid to the Director in a lump sum on the first day of the seventh month following the Termination of Service. All subsequent distributions shall be paid in the manner specified.

3.12

Distributions Upon Income Inclusion Under Section 409A of the Code . If any amount is required to be included in income by the Director prior to receipt due to a failure of this Plan to meet the requirements of Code Section 409A and related Treasury guidance or Regulations, the Director may petition the Administrator for a distribution of that portion of the Accrued Benefit that is required to be included in the Director’s income. Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Bank shall distribute to the Director immediately available funds in an amount equal to the portion of the Accrued Benefit required to be included in income as a result of the failure of this Plan to meet the requirements of Code Section 409A and related Treasury guidance or Regulations, which amount shall not exceed the Director’s unpaid Accrued Benefit. If the petition is granted, such distribution shall be made within ninety (90) days of the date when the Director’s petition is granted. Such a distribution shall affect and reduce the Director’s benefits to be paid under this Plan.

3.13

Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

(a)

may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder;

(b)

must, for benefits distributable under Subsections 3.1, 3.2, 3.4, 3.5 and 3.7, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and

(c)

must take effect not less than twelve (12) months after the election is made.

8.2

Claims and Procedure for Claims Other than Disability Benefits :

8.2.1

Claims Procedure . Any individual (“Claimant”) who has not received benefits under this Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

8.2.1.1

Initiation – Written Claim . The Claimant initiates a claim by submitting to the Bank a written claim for the benefits.

8.2.1.2

Timing of Bank Response . The Bank shall respond to such Claimant within ninety (90) days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial ninety (90) day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

8.2.1.3

Notice of Decision . If the Bank denies part or the entire claim, the Bank shall notify the Claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth:

(a)

The specific reasons for the denial,

(b)

A reference to the specific provisions of this Agreement on which the denial is based,

(c)

A description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed,

(d)

An explanation of this Agreement’s review procedures and the time limits applicable to such procedures, and

(e)

A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

8.2.2

Review Procedure . If the Bank denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

8.2.2.1

Initiation – Written Request . T