UNITED COMMUNITY BANKS, INC. AMENDED AND RESTATED 2000 KEY EMPLOYEE STOCK OPTION PLAN

           THIS OPTION AGREEMENT (the “ Agreement ”) is entered into as of the ____ day of ______________, _______, by and between UNITED COMMUNITY BANKS, INC. , a Georgia corporation (the “ Company ”), and the individual designated above (the “ Optionee ”).

           WHEREAS, the United Community Banks, Inc. Amended and Restated 2000 Key Employee Stock Option Plan (the “ Plan ”) was adopted by the Company, effective March 15, 2007;

           WHEREAS, the Optionee performs valuable services for the Company, a Subsidiary or one of their affiliates; and

           WHEREAS, the Board of Directors of the Company or the committee responsible for the administration of the Plan has determined to grant the Option to the Optionee as provided herein;

           NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.        Grant of the Option .

           1.1            Option. An option to purchase shares of the Company’s Common Stock, par value $1.00 per share (the “ Shares ”), is hereby granted to the Optionee (the “ Option ”).

           1.2            Number of Shares . The number of Shares that the Optionee can purchase upon exercise of the Option is set forth above.

           1.3            Option Exercise Price . The price the Optionee must pay to exercise the Option (the “ Option Exercise Price ”) is set forth above.

           1.4            Date of Grant . The date that the Option is granted (the “ Date of Grant ”) is set forth above.

           1.5            Type of Option . The Option is intended to be a Nonqualified Stock Option. It is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time, or any successor provision thereto.

           1.6            Construction . This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

           1.7            Execution of Agreement . The Option is evidenced by this Agreement. If the Optionee does not execute this Agreement within thirty (30) days of receiving the Agreement, the Committee may in its discretion cancel the Option and this Agreement.

2.        Duration .

          The Option shall be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Date of Grant (the “ Exercise Term ”); provided, however, that the Exercise Term may end earlier as provided in Sections 5 and 13 hereof.

3.        Vesting .

          The Option shall vest and become exercisable in accordance with the vesting schedule specified in Exhibit B . The Optionee may exercise the Option to the extent it is vested during the Exercise Term, subject to any limitations on exercise contained in Section 7 hereof.

4.        Manner of Exercise and Payment .

           4.1            Delivery . To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A and incorporated herein by reference, to the address indicated on such Form or such other address designated by the Company from time to time. The Committee may establish a minimum number of Shares (e.g., 100) for which the Option may be exercised at a particular time. Contemporaneously with the delivery of the Option Exercise Form, the Optionee shall tender to the Company the aggregate Option Exercise Price for the Shares as to which the Optionee is exercising the Option by (i) cash, check, or wire transfer, (ii) delivering or properly attesting to ownership of Shares with a Fair Market Value at the date of exercise equal to the aggregate Option Exercise Price for the Shares as to which the Optionee is exercising the Option, (iii) a broker-assisted cashless exercise transaction through a brokerage firm designated by the Optionee, or (iv) or by such other method of payment as may be acceptable to the Committee pursuant to the Plan. The Company shall deliver to the Optionee certificates evidencing the Shares, as to which the Option was exercised within thirty (30) days of the date on which the Optionee delivers the Option Exercise Form and makes payment of the aggregate Option Exercise Price to the Company or shall make such Shares available for electronic delivery in the U.S. to an account the Optionee designates in writing within three (3) business days after the date on which the Optionee delivers the Option Exercise Form and makes payment of the aggregate Option Exercise Price to the Company, and in either case such Shares shall be free and clear of all liens, security interests, pledges or other claims or charges, except those provided in this Agreement or the Plan, or any other agreement affecting the Shares. Notwithstanding the foregoing, if the Optionee is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, the Optionee may not exercise any Option prior to the date that is six (6) months after the Date of Grant unless the Optionee’s employment has terminated due to death, Disability, or Retirement after the Date of Grant.

           4.2            No Rights as Shareholder . The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee’s name shall have been entered as a shareholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares, subject to divestment pursuant to Section 13.

5.        Termination of Employment.

           5.1            Termination of Employment for Cause . If the Optionee’s employment is terminated by the Company for Cause, the outstanding Option shall expire immediately, and the Optionee’s right to exercise the outstanding Option (whether or not vested) shall terminate immediately upon the date of the Optionee’s termination of employment.

           5.2            Termination of Employment Without Cause or For Good Reason .

                         (1)          If the Optionee’s employment with the Company and any Subsidiary is terminated involuntarily by the Company without Cause or is terminated by the Optionee for Good Reason (as defined in subsection (2) below), the Option shall continue to vest in accordance with the original vesting schedule set forth in this Agreement (just as if the Optionee had remained employed) and shall remain exercisable at any time prior to the expiration of the term of the Option. In the event of the Optionee’s death after a termination covered by this subsection 5.2, the Option shall continue to vest and be exercisable in accordance with this subsection 5.2 as if the Optionee had lived and the Option shall be exercisable by the persons described in Section 5.4.

                      (2)          For purposes of this Option, the Optionee shall be entitled to terminate his employment with the Company for Good Reason in the event, without the Optionee’s express written consent, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraphs (i), (iii), or (iv) below, such act or failure to act is corrected prior to the Optionee’s date of termination:

                       The Optionee’s right to terminate employment for Good Reason shall not be affected by the Optionee’s incapacity due to physical or mental illness, except for a Disability as defined in the Plan. The Optionee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

           5.3           Termination of Employment Following a Change in Control When Eligible for Retirement . If the Optionee’s employment with the Company is terminated following a Change in Control and the Optionee is eligible for Retirement as of the date of such termination, the outstanding unvested portion of the Option shall immediately vest and the Option shall remain exercisable at any time prior to the expiration of the term of the Option.

           5.4           Termination of Employment Due to Death . If the Optionee dies while actively employed by the Company, the outstanding unvested portion of the Option shall immediately vest, and thereafter the Option shall remain exercisable at any time prior to its expiration date or for one (1) year after the date of death, whichever period is shorter, (i) by such person(s) who have acquired the Optionee’s rights by will or the laws of descent and distribution, or (ii) if no such person in (i) exists, by the executor or representative of the Optionee’s estate.

           5.5           Termination of Employment by Disability . In the event the employment of the Optionee is terminated by reason of Disability, the outstanding unvested portion of the Option shall expire as of the date the Committee determines the definition of Disability to have been satisfied by the Optionee, and the outstanding vested portion of the Option as of that date shall remain exercisable at any time prior to its expirat