AMENDMENT NO. 1 TO THE AMENDED AND RESTATED UNITED COMMUNITY BANKS, INC. 2000 KEY EMPLOYEE STOCK OPTION PLAN

EXHIBIT 10.1

AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
UNITED COMMUNITY BANKS, INC.
2000 KEY EMPLOYEE STOCK OPTION PLAN
(As Amended And Restated Effective As Of March 15, 2007)

      THIS AMENDMENT NO. 1 is hereby made and entered into this 13 ^th day of April, 2007, by UNITED COMMUNITY BANKS, INC. (the “Company”), to be effective as of March 15, 2007.

      WHEREAS , effective March 15, 2007, the Company amended and restated the United Community Banks, Inc. 2000 Key Employee Stock Option Plan (the “Plan”), which Plan provides for grants of stock options and other equity awards to employees who are responsible for the future growth and continued success of the business; and

      WHEREAS , the Company now desires to amend the Plan in the manner hereinafter provided;

      NOW, THEREFORE , for and in consideration of the premises and other good and valuable consideration, the Plan is hereby amended as follows:

1.     The Plan is hereby amended by deleting the second senten