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EXHIBIT 10.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "AGREEMENT") is made as of April
__
2004, by and among 1ST COMMUNITY BANK, a
federal savings bank ("BANK"), its
parent corporation FAIRBANCO HOLDING
COMPANY, INC. a Georgia corporation
("FAIRBANCO") and ___________________, a
resident of the State of Georgia
("DIRECTOR").
WHEREAS, Bank is engaging in a full range of banking services in
Fulton
and Fayette Counties, Georgia (the
"BUSINESS") and Director is a director of the
Bank and Fairbanco; and
WHEREAS, Fairbanco and United Community Banks, Inc., a Georgia
corporation (the "COMPANY") have entered
into that certain Agreement and Plan of
Reorganization (the "ACQUISITION
AGREEMENT") dated as of March 11, 2004, as
amended, whereby the Company has agreed to
purchase Fairbanco and Bank through
the merger of Fairbanco with and into
Company for cash and stock of the Company;
and
WHEREAS, as a condition of the Acquisition Agreement, Director
has
agreed to terminate that certain Director
Agreement, dated April 24, 1996, by
and between Director and Bank (the
"RETIREMENT AGREEMENT") in accordance with
the terms of this
