UNITED COMMUNITY BANKS DEFERRED COMPENSATION PLAN

“ 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.

“ 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.

“ 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.

“ 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.

“ Beneficial Ownership ” shall mean beneficial ownership as that term is used in Rule 13d-3 promulgated under the Exchange Act.

“ 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.

“ Board of Directors ” means the Board of Directors of the Company.

“ 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.

“ 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.

“ Code ” means the Internal Revenue Code of 1986, as it may be amended from time to time.

“ Committee ” means the Administrative Committee that administers the Plan in accordance with Article VIII.

“ Company ” means United Community Banks, Inc., a Georgia corporation, or any successor thereto.

“ Company Securities ” means the common stock, par value $1.00 per share, of the Company (“Common Stock”) any other securities of the Company into which a Participant’s Account may be deemed to be invested.

“ Deferral Account ” means any account maintained under the Plan for a Participant pursuant to Section 4.2.

“ Director ” means a member of the Board of Directors of the Company or the Board of Directors of any Affiliate or an Advisory Director of the Company or any Affiliate, other than any affiliate designated by the Board of Directors of the Company as not eligible to participate in the Plan, provided that Affiliate or Advisory Directors shall be eligible to participate as of May 13, 2005.

“ Director’s Fees ” means any retainer, advisory (effective May 13, 2005) 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.

“ Disability ” means the Participant has been determined to be “Disabled” as defined under Section 409A (a)(2)(C) of the Code.

“ Effective Date ” means January 1, 2005, except where otherwise noted and subject to the transition rules of Section 409A.

“ 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.

“ 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.

“ Employer Contribution Account ” means any account maintained for a Participant pursuant to Section 4.3.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, including amendments, or successor statutes of similar intent.

“ Fiscal Year ” means each twelve month period beginning January 1 and ending the next following December 31.

“ 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. Effective May 13, 2005, the Committee may establish an Investment Option under which the Participant may direct that amounts credited to the Participant’s Account are deemed to be invested in Company Stock, and effective September 1, 2008, the Committee may establish an Investment Option under which the Participant may direct the amounts credited to Participant’s Account are deemed to be invested in other Company Securities, provided, that the Committee may limit the group or class of Participants that may elect to have their Accounts deemed to be invested in Company Stock or other Company Securities, and may require that any amounts that are deemed to be invested in Company Stock or other Company Securities must remain invested in Company Stock or other Company Securities.

“ Key Employee ” shall mean a key employee as defined in Section 416(i) of the Code (without regard to Section 416(i)(5)).

“ 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.

“ Person ”   shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14 (d)(2) of the Exchange Act.

“ Plan ” means the United Community Banks Deferred Compensation Plan as set forth in this document and as amended from time to time.

“ Plan Year ” means the calendar year.

“ Retirement ” means a Participant’s voluntary or involuntary Termination of Employment after attaining age 55 and completing five (5) or more Years of Service or a Participant’s Termination of Service.

“ Section 409A ” means Section 409A of the Code, as it may be amended from time to time, and the regulations and rulings thereunder.

“ Termination of Employment ” means a Participant’s separation from service 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 (even if the Affiliate is not a participating Employer in the Plan).

“ Termination of Service ” shall mean the date a Director ceases to serve as a member of the Board of Directors of the Company or any Affiliate, or as an Advisory Director, for any reason including resignation, removal, or the failure to be re-elected by the Company’s shareholders.

“ 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.

“ Trustee ” means the trustee or trustees or their successors under the Trust.

“ 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.

“ 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.

“ Years of Service ” means a Participant’s years of service determined in the same manner as under the United 401(k) Plan.

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.

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 or electronic 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 or electronic 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 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 in a manner consistent with the requirements of Section 409A. The Committee may provide for different elections with respect to different types of Bonus Payments.

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.

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.

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.

Deferral of Restricted Stock Units (RSUs)

             (a)            Eligibility . Effective April 26, 2006, the Committee may determine which Eligible Employees are eligible to elect to defer receipt of Company Stock resulting from awards of RSUs under the Stock Option Plan. 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 from time to time.

             (b)            Deferral Election . An Eligible Employee may make an election to defer the receipt of Company Stock resulting from awards of RSUs by completing an election form at such time or times as may be established by the Committee; provided that, unless otherwise permitted by applicable law, the election shall be made (i) within thirty (30) days of the date of grant of such RSUs (provided that any RSUs do not vest within 12 months of the date of such election), or (ii) at least 12 months prior to the Vesting Date for the RSUs being deferred. On the Vesting Date for the RSUs, the Participant’s RSU Account will be credited with a number of share units equal to the number of shares subject to the RSUs with respect to which the deferral election was made. The deferral election under this Section 2.6(b) shall be made on such form and in such manner as may be provided by the Committee. The deferrals credited to the Participant’s RSU Account pursuant to this Section 2.6(b) shall also be credited with any dividend equivalents on the shares of Company Stock credited to the RSU Account, provided that such dividend equivalents shall not be deemed to be invested in shares of Company Stock unless otherwise determined by the Committee.

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 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, advisory 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 th