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                                                                    EXHIBIT 10.1

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

                             STOCK OPTION AGREEMENT
                  (INCENTIVE STOCK OPTION - EXECUTIVE OFFICER)

OPTIONEE:                             ___________________________

NUMBER OF ISO SHARES:                 _______ Shares

ISO OPTION EXERCISE PRICE:            $______ per Share

DATE OF ISO GRANT:                    ___________________________

ISO VESTING SCHEDULE:                 Percentage  Date
                                      of Shares   (from Grant Date)
                                      ---------   -----------------

            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").

                              W I T N E S S E T H:

            WHEREAS, the United Community Banks, Inc. 2000 Key Employee Stock
Option Plan (the "Plan") was adopted by the Company, effective December 8, 1999;

            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 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 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, and
shall be so construed; provided, however, that nothing in this Agreement shall
be interpreted as a representation, guarantee or other undertaking on the part
of the Company that the Option is or will be determined to be an Incentive Stock
Option within the meaning of Section 422 of the Code. To the extent this Option
is not treated as an Incentive Stock Option, it will be treated as a
Non-qualified Stock Option.

      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 Condition. The Option is conditioned on the Optionee's execution of
this Agreement. If this Agreement is not executed by the Optionee, it may be
canceled by the Board of Directors.

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 Grant Date (the "Exercise Term");
provided, however, that the Option may be earlier terminated as provided in
Section 1.7 and Section 5 hereof.

3.    VESTING.

      The Option shall vest, and may be exercised, with respect to the Shares
subject thereto, on or after the dates set forth in the attached "Optionee
Statement," provided, however, the Option may be earlier terminated as provided
in Section 1.7 and Section 5 hereof or in the Plan and 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 Option may be
exercised in whole or in part with respect to the vested Shares; provided,
however, the Committee may establish a minimum number of Shares (e.g., 100) for
which an Option may be exercised at a particular time. Within thirty (30) days
of delivery of the Option Exercise Form, the Company shall deliver certificates
evidencing the Shares to the Optionee, duly endorsed for transfer to the
Optionee, 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. Contemporaneously with the delivery of the
Option Exercise Form, Optionee shall tender the Option Exercise Price to the
Company, by cash, check, wire transfer or such other



method of payment (e.g., delivery of, or attestation to, Shares already owned)
as may be acceptable to the Committee pursuant to the Plan. Notwithstanding the
foregoing, if Optionee is a non-exempt employee for purposes of the Fair Labor
Standards Act of 1938 ("FLSA"), Optionee may not exercise any Option prior to
the date that is six (6) months after the Date of Grant unless 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 any restrictions
on transferability of the Shares).

5.    TERMINATION OF EMPLOYMENT.

      5.1 Termination for Cause. If the Employee's employment is terminated by
the Company for Cause (as defined in the Plan), all outstanding unvested Options
granted to the Employee shall expire immediately, and the Employee's right to
exercise any then outstanding vested Options shall terminate immediately upon
the date that the Committee determines is the Employee's date of termination of
employment.

      5.2 Termination Without Cause or For Good Reason.

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

            (2) For purposes of this Option, a Good Reason for Termination by
Employee of Employee's employment shall mean the occurrence (without the
Employee'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 Employee's date of termination:

                  (i) a material reduction in Employee's responsibilities at the
            Company; or

                  (ii) the required relocation of Employee's employment to a
            location outside of the market area of the Company; or



                  (iii) a material reduction in the levels of coverage of
            Employee under the Company's director and officer liability
            insurance policy or indemnification commitments; or

                  (iv) a substantial reduction in Employee's base salary, a
            material reduction in his incentive compensation or the taking of
            any action by the Company which would, directly or indirectly,
            materially reduce any of the benefits provided to Employee under any
            of the Company's pension, deferred compensation, life insurance,
            medical, health and accident or disability plans in which Employee
            is participating.

            Employee's right to terminate employment for Good Reason shall not
be affected by the Employee's incapacity due to physical or mental illness,
except for a Disability as defined in the Plan. Employee'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 Due to Retirement from the Company. If
the Employee's employment with the Company is terminated due to Retirement as
defined in the Plan, all outstanding unvested Options shall continue to vest in
accordance with the vesting schedule set forth in this Agreement (just as if
Employee had remained employed) and all Options (regardless of whether vested or
unvested as of the date of termination) shall remain exercisable at any time
prior to the expiration of the term of the Options.

            5.4 Termination of Employment Due to Death. If the Employee's
employment is terminated by the Company as a result of death, all outstanding
unvested Options granted to the Optionee shall immediately vest, and thereafter
all vested Options shall remain exercisable at any time prior to their
expiration date or for one (1) year after the date of death, whichever period is
shorter.

            5.5 Termination of Employment for Other Reasons. If the Employee's
employment is terminated by the Company as a result of Disability, or the
Employee voluntarily terminates (except for Good Reason or upon Retirement) his
or her employment, all outstanding unvested Options shall expire as of the date
of termination of employment, and any Options vested as of the date of
termination shall remain exercisable at any time prior to their expiration date
or for three (3) months (one year if termination is due to Disability) after the
date of termination of employment, whichever period is shorter.

            5.6 Employment by Subsidiary. For purposes of this Option,
employment with the Company includes employment with any Subsidiary of the
Company. A change of employment between the Company and any Subsidiary or
between Subsidiaries is not a termination of employment under this Agreement.

6.    NONTRANSFERABILITY.

      The Option shall not be transferable other than by will or by the laws of
descent and distribution and during the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee.



7.    SECURITIES LAWS RESTRICTIONS.

      The Option may not be exercised at any time unless, in the opinion of
counsel for the Company, the issuance and sale of the Shares issued upon such
exercise is exempt from registration under the Securities Act of 1933, as
amended, or any other applicable federal or state securities law, rule or
regulation, or the Shares have been duly registered under such laws. The Company
intends to register the Shares issuable upon the exercise of the Option;
however, until the Shares have been registered under all applicable laws, the
Optionee shall represent, warrant and agree, as a condition to the exercise of
the Option, that the Shares are being purchased for investment only and without
a view to any sale or distribution of such Shares and that such Shares shall not
be transferred or disposed of in any manner without registration under such
laws, unless it is the opinion of counsel for the Company that such a
disposition is exempt from such registration. The Optionee acknowledges that an
appropriate legend giving notice of the foregoing restrictions may appear
conspicuously on all certificates evidencing the Shares issued upon the exercise
of the Option.

8.    NO RIGHT TO CONTINUED EMPLOYMENT.

      Nothing in this Agreement or the Plan shall be interpreted or construed to
confer upon the Optionee any right with respect to continuance of employment by
the Company or any Subsidiary, nor shall this Agreement or the Plan interfere in
any way with the right of the Company or a Subsidiary to terminate the
Optionee's employment at any time.

9.    ADJUSTMENTS.

      In the event of a change in capitalization, such as a stock split, the
Committee shall make appropriate adjustments to the number and class of Shares
or other stock or securities subject to the Option and the purchase price for
such Shares or other stock or securities. The Committee's adjustment shall be
made in accordance with the provisions of Section 4.3 of the Plan and shall be
effective and final, binding and conclusive for all purposes of the Plan and
this Agreement.

10.   WITHHOLDING OF TAXES.

      10.1 The Company shall have the right to deduct from any distribution of
cash to the Optionee an amount equal to the federal, state, local and foreign
income taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to the Option. If the Optionee is entitled to
receive Shares upon exercise of the Option, the Optionee shall pay the
Withholding Taxes (if any) to the Company in cash prior to the issuance of such
Shares. In satisfaction of the Withholding Taxes, the Optionee may make a
written election (the "Tax Election"), which may be accepted or rejected in the
discretion of the Committee, to have withheld a portion of the Shares issuable
to him or her upon exercise of the Option, having an aggregate Fair Market Value
equal to the withholding Taxes, provided that, if the Optionee may be subject to
liability under Section 16(b) of the Exchange Act, the election must comply with
the requirements applicable to Share transactions by such Optionees.

      10.2 If the Optionee makes a disposition, within the meaning of Section
424(c) of the Code and regulations promulgated thereunder, of any Share or
Shares issued to him pursuant to his exercise of the ISO Option within the
two-year period commencing on the day after the Grant Date or within the
one-year period commencing on the day after the date of transfer of such Share
or Shares to the



Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of
such disposition, notify the Company thereof, by delivery of written notice to
the Company at its principal executive office, and immediately deliver to the
Company the amount of Withholding Taxes.

11.   OPTIONEE BOUND BY THE PLAN.

      The Optionee hereby acknowledges receipt of a copy of the Plan and agrees
to be bound by all the terms and provisions thereof.

12.   MODIFICATION OF AGREEMENT.

      Except as expressly otherwise provided herein, this Agreement may not be
modified, amended, suspended or terminated, and any terms or conditions may not
be waived, except by a written instrument executed by the parties hereto.

13.   CANCELLATION AND RESCISSION OF AWARDS.

      If, at any time during the period that any Award is or may yet become
exercisable in whole or in part, or at any time within six (6) months prior to,
or after, the termination of employment with the Company, a Participant engages
in any "Detrimental Activity" (as defined in the Plan), the Committee may,
notwithstanding any other provision in this Agreement to the contrary, cancel,
rescind, suspend, withhold or otherwise restrict or limit any unexpired, unpaid
or deferred Award as of the first date the Participant engages in the
Detrimental Activity, unless sooner terminated by operation of another term of
this Agreement or any other agreement. Without limiting the generality of the
foregoing, the Participant shall also pay to the Company any gain realized by
the Participant from exercising all or any portion of the Awards hereunder
during a period beginning six (6) months prior to the date on which the
Participant enters into such activity.

14.   SEVERABILITY.

      Should any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms.

15.   GOVERNING LAW.

      The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the United States and the laws of the
State of Georgia without giving effect to the conflicts of laws principles
thereof.

16.   SUCCESSORS IN INTEREST.

      This Agreement shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns, and upon any person acquiring, whether
by merger, consolidation, reorganization, purchase of stock or assets, or
otherwise, all or substantially all of the Company's assets and business. This
Agreement shall inure to the benefit of the Optionee's heirs and legal
representatives. All obligations imposed upon the Optionee and all rights
granted to the Company under this Agreement shall be final, binding and
conclusive upon the Optionee's heirs, executors, administrators and successors.



17.   RESOLUTION OF DISPUTES.

      Any dispute or disagreement which may arise under, or as a result of, or
in any way relate to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder
shall be final, binding and conclusive on the Optionee and the Company for all
purposes.

18.   LEGAL CONSTRUCTION.

      The legal construction and interpretation of this Agreement (including,
but not limited to, issues of gender, plural or singular, governing law and
severability) shall be governed by the provisions of Article 19 of the Plan.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                          UNITED COMMUNITY BANKS, INC.

                          By:
                              ----------------------------------------------

                          Name:
                                --------------------------------------------

                          Title:
                                 -------------------------------------------

      By signing below, Optionee hereby accepts the Option subject to all its
terms and provisions and agrees to be bound by the terms and provisions of the
Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company, or the
Compensation Committee or other Committee responsible for the administration of
the Plan, upon any questions arising under the Plan. Optionee authorizes the
Company to withhold, in accordance with applicable law, from any compensation
payable to him or her, any taxes required to be withheld by federal, state,
local or foreign law as a result of the grant, existence or exercise of the
Option, or subsequent sale of the Shares.

                          OPTIONEE

                          Signature:
                                     ---------------------------------------
                          Name:
                                --------------------------------------------

                                                                    EXHIBIT 10.2

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

                             STOCK OPTION AGREEMENT
                 (NONQUALIFIED STOCK OPTION - EXECUTIVE OFFICER)

OPTIONEE:                               __________________________________

NUMBER OF NQSO SHARES:                  ______ Shares

NQSO OPTION EXERCISE PRICE:             $______ per Share

DATE OF NQSO GRANT:                     __________________________________

NQSO VESTING SCHEDULE:                  Percentage  Date
                                        of Shares   (from Grant Date)
                                        ----------  ----------------------


            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").

                              W I T N E S S E T H:

            WHEREAS, the United Community Banks, Inc. 2000 Key Employee Stock
Option Plan (the "Plan") was adopted by the Company, effective December 8, 1999;

            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 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 Condition. The Option is conditioned on the Optionee's execution of
this Agreement. If this Agreement is not executed by the Optionee, it may be
canceled by the Board of Directors.

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 Grant Date (the "Exercise Term");
provided, however, that the Option may be earlier terminated as provided in
Section 1.7 and Section 5 hereof.

3.    VESTING.

      The Option shall vest, and may be exercised, with respect to the Shares
subject thereto, on or after the dates set in the attached "Optionee Statement,"
provided, however, the Option may be earlier terminated as provided in Section
1.7 and Section 5 hereof or in the Plan and 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 Option may be
exercised in whole or in part with respect to the vested Shares; provided,
however, the Committee may establish a minimum number of Shares (e.g., 100) for
which an Option may be exercised at a particular time. Within thirty (30) days
of delivery of the Option Exercise Form, the Company shall deliver certificates
evidencing the Shares to the Optionee, duly endorsed for transfer to the
Optionee, 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. Contemporaneously with the delivery of the
Option Exercise Form, Optionee shall tender the Option Exercise Price to the
Company, by cash, check, wire transfer or such other method of payment (e.g.,
delivery of, or attestation to, Shares already owned) as may be acceptable to
the Committee pursuant to the Plan. Notwithstanding the foregoing, if Optionee
is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938
("FLSA"), Optionee may not exercise any Option prior to the date that is six (6)
months after the



Date of Grant unless 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 any restrictions
on transferability of the Shares).

5.    TERMINATION OF EMPLOYMENT.

      5.1 Termination for Cause. If the Employee's employment is terminated by
the Company for Cause (as defined in the Plan), all outstanding unvested Options
granted to the Employee shall expire immediately, and the Employee's right to
exercise any then outstanding vested Options shall terminate immediately upon
the date that the Committee determines is the Employee's date of termination of
employment.

      5.2 Termination Without Cause or For Good Reason.

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

            (2) For purposes of this Option, a Good Reason for Termination by
Employee of Employee's employment shall mean the occurrence (without the
Employee'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 Employee's date of termination:

                  (i) a material reduction in Employee's responsibilities at the
      Company; or

                  (ii) the required relocation of Employee's employment to a
      location outside of the market area of the Company; or

                  (iii) a material reduction in the levels of coverage of
      Employee under the Company's director and officer liability insurance
      policy or indemnification commitments; or



                  (iv) a substantial reduction in Employee's base salary, a
      material reduction in his incentive compensation or the taking of any
      action by the Company which would, directly or indirectly, materially
      reduce any of the benefits provided to Employee under any of the Company's
      pension, deferred compensation, life insurance, medical, health and
      accident or disability plans in which Employee is participating.

            Employee's right to terminate employment for Good Reason shall not
be affected by the Employee's incapacity due to physical or mental illness,
except for a Disability as defined in the Plan. Employee'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 Due to Retirement from the Company. If
the Employee's employment with the Company is terminated due to Retirement as
defined in the Plan, all outstanding unvested Options shall continue to vest in
accordance with the vesting schedule set forth in this Agreement (just as if
Employee had remained employed) and all Options (regardless of whether vested or
unvested as of the date of termination) shall remain exercisable at any time
prior to the expiration of the term of the Options.

            5.4 Termination of Employment Due to Death. If the Employee's
employment is terminated by the Company as a result of death, all outstanding
unvested Options granted to the Optionee shall immediately vest, and thereafter
all vested Options shall remain exercisable at any time prior to their
expiration date or for one (1) year after the date of death, whichever period is
shorter.

            5.5 Termination of Employment for Other Reasons. If the Employee's
employment is terminated by the Company as a result of Disability, or the
Employee voluntarily terminates (except for Good Reason or upon Retirement) his
or her employment, all outstanding unvested Options shall expire as of the date
of termination of employment, and any Options vested as of the date of
termination shall remain exercisable at any time prior to their expiration date
or for three (3) months (one year if termination is due to Disability) after the
date of termination of employment, whichever period is shorter.

            5.6 Employment by Subsidiary. For purposes of this Option,
employment with the Company includes employment with any Subsidiary of the
Company. A change of employment between the Company and any Subsidiary or
between Subsidiaries is not a termination of employment under this Agreement.

6.    NONTRANSFERABILITY.

      The Option shall not be transferable other than by will or by the laws of
descent and distribution and during the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee. Notwithstanding the foregoing, any
portion or all of the Option which is vested may be transferred, in whole or in
part, without consideration, to a Permitted Transferee. Appropriate evidence of
any such transfer to the Permitted Transferees shall be delivered to the Company
on such forms as the Committee or Company shall prescribe and shall comply with
and indicate the Optionee's (if during the lifetime of the Optionee) and the
Permitted Transferee's agreement to abide by the Company's then current stock
option transfer guidelines. If all or part of the Option is



transferred to a Permitted Transferee, the Permitted Transferee shall remain
subject to all terms and conditions applicable to such Option prior to the
transfer.

7.    SECURITIES LAWS RESTRICTIONS.

      The Option may not be exercised at any time unless, in the opinion of
counsel for the Company, the issuance and sale of the Shares issued upon such
exercise is exempt from registration under the Securities Act of 1933, as
amended, or any other applicable federal or state securities law, rule or
regulation, or the Shares have been duly registered under such laws. The Company
intends to register the Shares issuable upon the exercise of the Option;
however, until the Shares have been registered under all applicable laws, the
Optionee shall represent, warrant and agree, as a condition to the exercise of
the Option, that the Shares are being purchased for investment only and without
a view to any sale or distribution of such Shares and that such Shares shall not
be transferred or disposed of in any manner without registration under such
laws, unless it is the opinion of counsel for the Company that such a
disposition is exempt from such registration. The Optionee acknowledges that an
appropriate legend giving notice of the foregoing restrictions may appear
conspicuously on all certificates evidencing the Shares issued upon the exercise
of the Option.

8.    NO RIGHT TO CONTINUED EMPLOYMENT.

      Nothing in this Agreement or the Plan shall be interpreted or construed to
confer upon the Optionee any right with respect to continuance of employment by
the Company or any Subsidiary, nor shall this Agreement or the Plan interfere in
any way with the right of the Company or a Subsidiary to terminate the
Optionee's employment at any time.

9.    ADJUSTMENTS.

      In the event of a change in capitalization, such as a stock split, the
Committee shall make appropriate adjustments to the number and class of Shares
or other stock or securities subject to the Option and the purchase price for
such Shares or other stock or securities. The Committee's adjustment shall be
made in accordance with the provisions of Section 4.3 of the Plan and shall be
effective and final, binding and conclusive for all purposes of the Plan and
this Agreement.

10.   WITHHOLDING OF TAXES.

      The Company shall have the right to deduct from any distribution of cash
to the Optionee an amount equal to the federal, state, local income taxes and
other amounts as may be required by law to be withheld (the "Withholding Taxes")
with respect to the Option. If the Optionee is entitled to receive Shares upon
exercise of the Option, the Optionee shall pay the Withholding Taxes (if any) to
the Company in cash prior to the issuance of such Shares. In satisfaction of the
Withholding Taxes, the Optionee may make a written election (the "Tax
Election"), which may be accepted or rejected in the discretion of the
Committee, to have withheld a portion of the Shares issuable to him or her upon
exercise of the Option, having an aggregate Fair Market Value equal to the
withholding Taxes, provided that, if the Optionee may be subject to liability
under Section 16(b) of the Exchange Act, the election must comply with the
requirements applicable to Share transactions by such Optionee.



11.   OPTIONEE BOUND BY THE PLAN.

      The Optionee hereby acknowledges receipt of a copy of the Plan and agrees
to be bound by all the terms and provisions thereof.

12.   MODIFICATION OF AGREEMENT.

      Except as expressly otherwise provided herein, this Agreement may not be
modified, amended, suspended or terminated, and any terms or conditions may not
be waived, except by a written instrument executed by the parties hereto.

13.   CANCELLATION AND RESCISSION OF AWARDS.

      If, at any time during the period that any Award is or may yet become
exercisable in whole or in part, or at any time within six (6) months prior to,
or after, the termination of employment with the Company, a Participant engages
in any "Detrimental Activity" (as defined in the Plan), the Committee may,
notwithstanding any other provision in this Agreement to the contrary, cancel,
rescind, suspend, withhold or otherwise restrict or limit any unexpired, unpaid
or deferred Award as of the first date the Participant engages in the
Detrimental Activity, unless sooner terminated by operation of another term of
this Agreement or any other agreement. Without limiting the generality of the
foregoing, the Participant shall also pay to the Company any gain realized by
the Participant from exercising all or any portion of the Awards hereunder
during a period beginning six (6) months prior to the date on which the
Participant enters into such activity.

14.   SEVERABILITY.

      Should any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms.

15.   GOVERNING LAW.

      The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the United States and the laws of the
State of Georgia without giving effect to the conflicts of laws principles
thereof.

16.   SUCCESSORS IN INTEREST.

      This Agreement shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns, and upon any person acquiring, whether
by merger, consolidation, reorganization, purchase of stock or assets, or
otherwise, all or substantially all of the Company's assets and business. This
Agreement shall inure to the benefit of the Optionee's heirs and legal
representatives. All obligations imposed upon the Optionee and all rights
granted to the Company under this Agreement shall be final, binding and
conclusive upon the Optionee's heirs, executors, administrators and successors.

17.   RESOLUTION OF DISPUTES.



      Any dispute or disagreement which may arise under, or as a result of, or
in any way relate to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder
shall be final, binding and conclusive on the Optionee and the Company for all
purposes.

18.   LEGAL CONSTRUCTION.

      The legal construction and interpretation of this Agreement (including,
but not limited to, issues of gender, plural or singular, governing law and
severability) shall be governed by the provisions of Article 19 of the Plan.

                            [SIGNATURE PAGES FOLLOW]



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                  UNITED COMMUNITY BANKS, INC.

                                  By:
                                      --------------------------------------

                                  Name:
                                         -----------------------------------

                                  Title:
                                         -----------------------------------

      By signing below, Optionee hereby accepts the Option subject to all its
terms and provisions and agrees to be bound by the terms and provisions of the
Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company, or the
Compensation Committee or other Committee responsible for the administration of
the Plan, upon any questions arising under the Plan. Optionee authorizes the
Company to withhold, in accordance with applicable law, from any compensation
payable to him or her, any taxes required to be withheld by federal, state,
local or foreign law as a result of the grant, existence or exercise of the
Option, or subsequent sale of the Shares.

                                  OPTIONEE

                                  Signature: _________________________________

                                  Name: ______________________________________

                                                                    EXHIBIT 10.3

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

                        RESTRICTED STOCK AWARD AGREEMENT
                               (EXECUTIVE OFFICER)

      THIS AGREEMENT, made and entered into as of this ___ day of ______, ____,
by and between United Community Banks, Inc., a Georgia corporation (the
"Company"), and __________________ ("Grantee").

                          W I T N E S S E T H  T H A T:

      WHEREAS, the Company maintains the United Community Banks, Inc. 2000 Key
Employee Stock Option Plan (the "Plan"), and Grantee has been selected by the
Committee to receive a Restricted Stock Award under the Plan;

      NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as
follows:

      1.    AWARDS OF RESTRICTED STOCK

      1.1 The Company hereby grants to Grantee an award of ______ Shares of
restricted stock ("Restricted Stock"), subject to, and in accordance with, the
restrictions, terms, and conditions set forth in this Agreement. The grant date
of this award of Restricted Stock is _______, _______ (the "Grant Date").

      1.2 This Agreement (including any appendices) shall be construed in
accordance 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.

      2.    VESTING AND TERMINATION OF EMPLOYMENT

      2.1 Vesting. Subject to Sections 2.3, 2.4, and 2.5 below, if the Grantee
remains employed by the Company, the Restricted Stock shall vest as follows
(each date on which Shares of Restricted Stock vest is hereinafter referred to
as a "Vesting Date"):



Number of Shares            Vesting Date
- ----------------          ----------------
                       




Except as otherwise provided below, on the Vesting Date, Grantee shall own the
Vested Shares of Restricted Stock free and clear of all restrictions imposed by
this Agreement (except those



imposed by Section 3.4 below). The Company shall transfer the Vested Shares of
Restricted Stock to an unrestricted account in the name of the Grantee as soon
as practical after the Vesting Date. For purposes of this Agreement, employment
with a Subsidiary of the Company or service as a member of the Board of
Directors of the Company shall be considered employment with the Company.

      2.2 Termination for Cause. If the Company terminates Grantee's employment
for Cause (as defined in the Plan), all unvested Shares of Restricted Stock
granted to Grantee shall be forfeited immediately as of the date of termination
of employment.

      2.3 Termination Without Cause or For Good Reason.

            (1) If Grantee's employment with the Company and any Subsidiary is
terminated involuntarily by the Company without Cause (as defined in the Plan)
or is terminated by Grantee for Good Reason (as defined in subsection (2)
below), the unvested Shares of Restricted Stock shall continue to vest in
accordance with the original vesting schedule set forth in Section 2.1 above
(just as if Grantee had remained employed). In the event of Grantee's death
after a termination covered by this Section 2.3, the unvested Shares of
Restricted Stock shall continue to vest as if Grantee had lived and upon
vesting, vested Shares shall be transferred to Grantee's surviving spouse or, if
none, to his estate.

            (2) For purposes of this Agreement, a Good Reason for Termination by
Grantee of Grantee's employment shall mean the occurrence (without the Grantee'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 Grantee's date of termination:

            (i)   a material reduction in Grantee's responsibilities at the
                  Company; or

            (ii)  the required relocation of Grantee's employment to a location
                  outside of the market area of the Company; or

            (iii) a material reduction in the levels of coverage of Grantee
                  under the Company's director and officer liability insurance
                  policy or indemnification commitments; or

            (iv)  a substantial reduction in Grantee's base salary, a material
                  reduction in his incentive compensation or the taking of any
                  action by the Company which would, directly or indirectly,
                  materially reduce any of the benefits provided to Grantee
                  under any of the Company's pension, deferred compensation,
                  life insurance, medical, health and accident or disability
                  plans in which Grantee is participating.

            Grantee's right to terminate employment for Good Reason shall not be
affected by Grantee's incapacity due to physical or mental illness, except for a
Disability as defined in the

                                      -2-


Plan. Grantee'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.

            2.4 Termination of Employment Due to Retirement from the Company. If
Grantee's employment with the Company is terminated due to Retirement (as
defined in the Plan), all unvested Shares of Restricted Stock shall continue to
vest in accordance with the vesting schedule set forth in Section 2.1 above
(just as if Grantee had remained employed). In the event of Grantee's death
after Retirement, the unvested Shares of Restricted Stock shall continue to vest
as if Grantee had lived and upon vesting, vested Shares shall be transferred to
Grantee's surviving spouse or, if none, to his estate.

            2.5 Termination of Employment Due to Death. If Grantee's employment
is terminated by the Company as a result of death, all unvested Shares of
Restricted Stock shall immediately vest, and the vested Shares shall be
transferred to Grantee's surviving spouse or, if none, to his estate.

            2.6 Termination of Employment for Other Reasons. If Grantee
voluntarily terminates his or her employment (except for Good Reason or upon
Retirement) all outstanding unvested Shares of Restricted Stock shall
immediately be forfeited as of the date of termination of employment.

            2.7 Nontransferability. The Restricted Stock may not be sold,
assigned, transferred, pledged, or otherwise encumbered prior to the date
Grantee becomes vested in the Restricted Stock.

      3.    STOCK; DIVIDENDS; VOTING

      3.1 The Restricted Stock shall be registered on the Company's books in the
name of Grantee as of the respective Grant Date for such Shares of Restricted
Stock. The Company may issue stock certificates or evidence Grantee's interest
by using a book entry account. Physical possession or custody of any stock
certificates that are issued shall be retained by the Company until such time as
the Shares are vested in accordance with Section 2. The Company reserves the
right to place a legend on such stock certificate(s) restricting the
transferability of such certificates and referring to the terms and conditions
(including forfeiture) of this Agreement and the Plan.

      3.2 During the period the Restricted Stock is not vested, Grantee shall be
entitled to receive dividends or similar distributions declared on such
Restricted Stock and Grantee shall be entitled to vote such Restricted Stock.

      3.3 In the event of a Change in Capitalization, the number and class of
Shares or other securities that Grantee shall be entitled to, and shall hold,
pursuant to this Agreement shall be appropriately adjusted or changed to reflect
the Change in Capitalization, provided that any such additional Shares or
additional or different shares or securities shall remain subject to the
restrictions in this Agreement.

                                       -3-


      3.4 Grantee represents and warrants that he is acquiring the Restricted
Stock for investment purposes only, and not with a view to distribution thereof.
Grantee is aware that the Restricted Stock may not be registered under the
federal or any state securities laws and that in that event, in addition to the
other restrictions on the Shares, they will not be able to be transferred unless
an exemption from registration is available or the Shares are registered. By
making this award of Restricted Stock, the Company is not undertaking any
obligation to register the Restricted Stock under any federal or state
securities laws.

      4.    NO RIGHT TO CONTINUED EMPLOYMENT

            Nothing in this Agreement or the Plan shall be interpreted or
construed to confer upon Grantee any right with respect to continuance of
employment by the Company or a Subsidiary, nor shall this Agreement or the Plan
interfere in any way with the right of the Company or a Subsidiary to terminate
Grantee's employment at any time.

      5.    TAXES AND WITHHOLDING

            Grantee shall be responsible for all federal, state, and local
income taxes payable with respect to this award of Restricted Stock and
dividends paid on unvested Restricted Stock. Grantee shall have the right to
make such elections under the Internal Revenue Code of 1986, as amended, as are
available in connection with this award of Restricted Stock. The Company and
Grantee agree to report the value of the Restricted Stock in a consistent manner
for federal income tax purposes. The Company shall have the right to retain and
withhold from any payment of Restricted Stock or cash the amount of taxes
required by any government to be withheld or otherwise deducted and paid with
respect to such payment. At its discretion, the Company may require Grantee to
reimburse the Company for any such taxes required to be withheld and may
withhold any distribution in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company shall have the right to withhold from
any other cash amounts due to Grantee an amount equal to such taxes required to
be withheld or withhold and cancel (in whole or in part) a number of Shares of
Restricted Stock having a market value not less than the amount of such taxes.

      6.    GRANTEE BOUND BY THE PLAN

            Grantee hereby acknowledges receipt of a copy of the Plan and the
prospectus for the Plan, and agrees to be bound by all the terms and provisions
thereof.

      7.    MODIFICATION OF AGREEMENT

            This Agreement may be modified, amended, suspended, or terminated,
and any terms or conditions may be waived, but only by a written instrument
executed by the parties hereto.

      8.    SEVERABILITY

            Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this

                                      -4-


Agreement shall not be affected by such holding and shall continue in full force
in accordance with their terms.

      9.    GOVERNING LAW

            The validity, interpretation, construction, and performance of this
Agreement shall be governed by the laws of the state of Georgia without giving
effect to the conflicts of laws principles thereof.

      10.   SUCCESSORS IN INTEREST

            This Agreement shall inure to the benefit of, and be binding upon,
the Company and its successors and assigns, whether by merger, consolidation,
reorganization, sale of assets, or otherwise. This Agreement shall inure to the
benefit of Grantee's legal representatives. All obligations imposed upon Grantee
and all rights granted to the Company under this Agreement shall be final,
binding, and conclusive upon Grantee's heirs, executors, administrators, and
successors.

      11.   RESOLUTION OF DISPUTES

            Any dispute or disagreement which may arise under, or as a result
of, or in any way relate to the interpretation, construction, or application of
this Agreement shall be determined by the Committee. Any determination made
hereunder shall be final, binding, and conclusive on Grantee and the Company for
all purposes.

      12.   PRONOUNS; INCLUDING

            Wherever appropriate in this Agreement, personal pronouns shall be
deemed to include the other genders and the singular to include the plural.
Wherever used in this Agreement, the term "including" means "including, without
limitation."

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

UNITED COMMUNITY BANKS, INC.            GRANTEE:

By:                                     By:
    ----------------------                  -----------------------------
     Jimmy C. Tallent, President &
     Chief Executive Officer

                                      -5-

                                                                    EXHIBIT 10.4

                                 AMENDMENT NO 1
                                       TO
                             UNITED COMMUNITY BANKS
                           DEFERRED COMPENSATION PLAN

     THIS AMENDMENT made as of this 13th day of May, 2005 by UNITED COMMUNITY
BANKS, INC. (the "Company");

                               W I T N E S S E T H

     WHEREAS, the Company established the United Community Banks, Inc. Deferred
Compensation Plan (the "Plan"), effective as of October 21, 2004, for purposes
of providing directors and a select group of management with additional
retirement benefits; and

     WHEREAS, the Company now desires to amend the Plan to permit additional
individuals to participate and to make deferrals, and to confirm that common
stock of the Company can be an Investment Option under the Plan;

     NOW, THEREFORE, the Company hereby amends the Plan as follows:

                                       1.

     Article I is hereby amended by adding the following new Section 1.13A:

     "1.13.A. "Company Stock" means the common stock, par value $1.00 per share,
of the Company."

                                       2.

     Section 1.16 is hereby  amended by deleting the present section in its
entirety and substituting the following in lieu thereof:

     "1.16.  "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."

                                       3.

     Section 1.17 is hereby amended by adding the word ", advisory" after the
word "retainer" in the first line of the present section.

                                       4.

     Section 1.26 is hereby amended by adding the following to the end of the
present section:


     "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, 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, and may require that any amounts that are
deemed to be invested in Company Stock must remain invested in Company Stock."

                                       5.

     Section 2.2 is hereby amended by adding the following paragraph after the
second paragraph of the present section:

     "The Committee may provide that an Eligible Employee may elect to defer any
special payments ("Special Payments"), such as a sign-on bonus, change in
control payment or similar payments, the Eligible Employee is entitled to
receive. In such event, the Committee shall provide a separate deferral election
and distribution election with respect to any deferrals of Special Payments.
Deferrals of Special Payments shall be credited to a subaccount within the
Eligible Employee's Deferral Account. Deferrals of Special Payments shall not be
eligible for any 401(k) Matching Contributions."

                                       6.

     Section 7.1 is hereby amended by adding the following new subsection (h):

     "(h) Form of Payment. All payments from the Plan shall be made in cash,
provided that the Committee may require that amounts deemed to be invested in
Company Stock shall be paid in shares of Company Stock."

                                       7.

     This Amendment shall be effective as of the date hereof. Except as hereby
modified, the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, the Company has executed this Amendment No. 1 as of the
date first written above.

                                         UNITED COMMUNITY BANKS, INC.


                                         By:       /s/ Jimmy C. Tallent
                                             -----------------------------------

                                       2