EXHIBIT 4 UNITED COMMUNITY BANKS EMPLOYEE STOCK PURCHASE PLAN

Exhibit 4

UNITED COMMUNITY BANKS

EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I - INTRODUCTION.

1.1    STATEMENT OF PURPOSE. The purpose of the United Community Banks Employee Stock Purchase Plan is to provide eligible employees of the Company and its Subsidiaries, who wish to become shareholders, or increase their ownership, an opportunity to purchase Common Stock of the Company. The Board of Directors of the Company believes that employee participation in the Plan will be to the mutual benefit of both the employees and the Company.

1.2    INTERNAL REVENUE CODE CONSIDERATIONS. The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended.

ARTICLE II - CERTAIN DEFINITIONS.

2.1    “ADMINISTRATOR” means the individual or committee appointed by the Board to administer the Plan, as provided in Section 6.5 hereof.

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

2.3    “CODE” means the Internal Revenue Code of 1986, as amended.

2.4    “COMPANY” means United Community Banks, Inc., a Georgia corporation.

2.5    “COMPENSATION” means the total remuneration paid, during the period of reference, to an Employee by the Employer, including regular salary or wages, overtime payments, bonuses, commissions, incentives and vacation pay, to which has been added (a) any elective deferral amounts by which the Employee has had his current remuneration reduced for the purposes of funding a contribution to any plan sponsored by the Employer and satisfying the requirements of section 401(k) of the Code, and (b) any amounts by which the Employee's compensation has been reduced pursuant to a deferral compensation plan or compensation reduction agreement between the Employee and the Employer for the purpose of funding benefits through any cafeteria plan sponsored by the Employer meeting the requirements of section 125 of the Code. There shall be excluded from "Compensation" for the purposes of the Plan, whether or not reportable as income by the Employee, expense reimbursements of all types, payments in lieu of expenses, the Employer contributions to any qualified retirement plan or other program of deferred compensation (except as provided above), the Employer contributions to Social Security or worker's compensation, the costs paid by the Employer in connection with fringe benefits and relocation, including gross-ups, and any amounts accrued for the benefit of the Employee, but not paid, during the period of reference.

2.6    “CONTINUOUS SERVICE” means the period of time during which the Employee has been employed by the Company or a Subsidiary and during which there has been no interruption of Employee’s employment by the Company or a Subsidiary. For this purpose, periods of Excused Absence shall not be considered to be interruptions of Continuous Service. Continuous Service shall also include periods of service with the predecessor businesses of the Company and, at the election of the Company, may include periods of service with a corporation or other entity acquired by the Company after the Effective Date.

2.7    “EFFECTIVE DATE” shall mean December 16, 2005, if by or within twelve months of that date, the Plan is or has been approved at a duly held meeting of the shareholders of the Company by the affirmative vote of the holders of the majority of outstanding Common Stock of the Company present, or represented, and entitled to vote at the meeting.

2.8    “ELIGIBLE EMPLOYEE” means each full-time or part-time Employee who has completed ninety (90) days of Continuous Service other than:

and

2.9    “EMPLOYEE” means each person employed by the Company or a Subsidiary.

2.10    “EMPLOYER” means the Company and each Subsidiary.

2.11    “EXCUSED ABSENCE” means absence pursuant to a leave of absence granted by the Company or any other entity constituting the Company, absence due to disability or illness, absence by reason of a Layoff, or absence by reason of active duty in the armed forces of the United States. In no event may an Excused Absence exceed six (6) months in length (or, if longer and if applicable, the period of the individual’s active duty in the armed forces of the United States and such period thereafter, as such individual’s right to reemployment by the Company is protected by law), and any absence shall cease to be an Excused Absence upon the earlier of (a) the last day of the calendar month in which the duration of the absence reaches six (6) months or (b) the last day of the calendar month in which the leave expires by its terms, the layoff ends by recall or permanent separation from service, or recovery from illness or disability occurs.

2.12    “FAIR MARKET VALUE” means, with respect to Stock, the fair market value of such stock, as determined in good faith by the Administrator; provided, however, that:

(a)    if the Stock is admitted to trading on a national securities exchange, Fair Market Value on any date shall be the last sale price reported for the Stock on such exchange on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported,

(b)    if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or other comparable quotation system and has been designated as a National Market System (“NMS”) security, Fair Market Value on any date shall be the last sale price reported for the Stock on such system on such date or on the last day preceding such date on which a sale was reported, or

(c)    if the Stock is admitted to Quotation on NASDAQ and has not been designated a NMS security, Fair Market Value on any date shall be the average of the highest bid and lowest asked prices of the Shares on such system on such date.

2.13    “INITIAL OFFERING DATE” is defined in Section 2.15 below.

2.14    “OFFERING” means the offering of shares of Stock under the Plan.

2.15    “OFFERING DATE” means the first business day of each Purchase Period during which the Plan is in effect; provided, however, that the initial Offering Date (“Initial Offering Date”) shall be the first business day after the Effective Date as of which the Administrator determines that participation in the Plan can be offered to Eligible Employees.

2.16    “PARTICIPANT” means each Eligible Employee who elects to participate in the Plan.

2.17    “PLAN” means the United Community Banks Employee Stock Purchase Plan, as the same is set forth herein and as the same may hereafter be amended.

2.18    “ENROLLMENT FORM” means the document prescribed by the Administrator pursuant to which an Eligible Employee has enrolled to be a Participant or such electronic equivalent as may be permitted by the Administrator.

2.19    “PURCHASE DATE” means the date within five (5) business days after the end of the Purchase Period on which the Stock is purchased.

2.20    “PURCHASE PERIOD” means each payroll period beginning after the Effective Date (which payroll periods may be different for different groups of Employees who may be paid over different periods); provided, however, the initial Purchase Period (“Initial Purchase Period”) may be a short period beginning on the Initial Offering Date and ending on the last day of the payroll period in which the Initial Offering Date falls.

The Administrator shall have the authority to change the duration and/or frequency of Purchase Periods with respect to future purchases and/or to suspend the Plan for one or more Purchase Periods, and shall announce any such change at least 5 days prior to the scheduled beginning of the first Purchase Period to be affected by the change.

2.21    “PURCHASE PRICE” means such term as it is defined in Section 4.3 hereof.

2.22    “STOCK” means the Common Stock, par value $1.00 per share, of the Company.

2.23    “STOCK PURCHASE ACCOUNT” means an account consisting of all amounts withheld from an Employee’s Compensation or otherwise paid into the Plan for the purpose of purchasing shares of Stock for such Employee under the Plan, reduced by all amounts applied to the purchase of Stock for such Employee under the Plan.

2.24    “SUBSIDIARY” shall mean a corporation described in Section 424(f) of the Code that has, with the permission of the Administrator, adopted the Plan. The participating Subsidiaries on the Effective Date are listed on Schedule A attached hereto.

ARTICLE III - ADMISSION TO PARTICIPATION.

3.1    INITIAL PARTICIPATION. Only Eligible Employees may participate in the Plan. Any Eligible Employee may elect to be a Participant and may become a Participant by executing and filing with the Administrator an Enrollment Form at such time in advance and on such forms as prescribed by the Administrator, or through telephone or other electronic arrangements as may be established by the Administrator. The effective date of an Eligible Employee’s participation shall be the Offering Date next following the date on which the Administrator receives from the Eligible Employee a properly filed Enrollment Form; provided, however, that the Initial Offering Date may precede receipt of the Eligible Employee’s Enrollment Form. Participation in the Plan will continue automatically from one Purchase Period to another unless notice is given pursuant to Section 3.2. The Eligible Employee may change his Enrollment Form for each Purchase Period in accordance with rules established by the Administrator.

3.2    DISCONTINUANCE OF PARTICIPATION FOR HARDSHIP WITHDRAWAL. Any Participant may withdraw from the Plan by filing a Notice of Hardship Withdrawal with the Administrator at such time in advance and on such forms, or using such other procedures, as the Administrator may specify. Upon approval of such withdrawal, there shall be paid to the Participant the amount of cash, if any, standing to his credit in his Stock Purchase Account. The delivery of shares (certificates or electronically) representing the shares of Stock held for such Participant under the Plan shall be made in the manner provided in Section 4.6.

3.3    DISCONTINUANCE OF PARTICIPATION. If a Participant ceases to be an Eligible Employee other than by death, the entire amount of cash, if any, standing to the Participant’s credit in his Stock Purchase Account shall be refunded to him. Notwithstanding the foregoing, should a Participant cease to be an Eligible Employee (as a result of the restrictions in Section 2.8(b) or (c)), such Participant may continue to participate only through the end of the Purchase Period during which such option was granted. The delivery of shares (certificates or electronically) representing the shares of Stock held for such Participant under the Plan shall be made in the manner provided in Section 4.6.

3.4    READMISSION TO PARTICIPATION. Any Eligible Employee who has previously been a Participant, who has taken a hardship withdrawal and who wishes to be reinstated as a Participant may become a Participant after a 12 month waiting period (waiting period may