View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FREEMAN GUY W
(Last) (First) (Middle)
PO BOX 1256
(Street)
BLAIRSVILLE GA 30514
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNITED COMMUNITY BANKS INC [ UCBI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/26/2006 A 3,000(1) A $0 115,559 D
Common Stock 2,105.7188(2) I Elizabeth C. Freeman (Spouse)
Common Stock 3,894.102 I By 401K
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $28.85 04/26/2006 A 20,000 04/26/2007(3) 04/26/2016 Common Stock 20,000 $0 110,716 D
Explanation of Responses:
1. 2006 Restricted Stock Units vest over four consecutive years at 25% on the anniversary date of May 31, beginning in the Year 2007.
2. Includes 2,105.7188 shares owned by Mr. Freeman's spouse for which he claims beneficial ownership.
3. 2006 Stock Option Grants vest over four consecutive years at 25% each anniversary date.
Remarks:
Lois J. Rich by Power of Attorney 04/28/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                   POWER OF ATTORNEY BY Guy W. Freeman (Insider)







         KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND

APPOINTS (A) REX S. SCHUETTE;  (B) THOMAS C.  GILLILAND;  (C) LORRAINE G. MCKAY;

AND (D)  LOIS J.  RICH,  SIGNING  SINGLY,  THE  UNDERSIGNED'S  TRUE  AND  LAWFUL

ATTORNEY-IN-FACT TO:



         (1)      Execute for and on behalf of the undersigned, in the

                  undersigned's capacity as an officer and/or director

                  of United  Community  Banks,  Inc. (the  "Company"),

                  Forms 3, 4, and 5 in  accordance  with Section 16(a)

                  of the Securities Exchange Act of 1934 and the rules

                  thereunder;



         (2)      Do and perform any and all acts for and on behalf of

                  the undersigned  which may be necessary or desirable

                  to  complete  and  execute any such Form 3, 4, or 5,

                  complete  and execute any  amendment  or  amendments

                  thereto,  and timely  file such form with the United

                  States  Securities  and Exchange  Commission and any

                  stock exchange or similar authority; and



         (3)      Take any  other  action  of any type  whatsoever  in

                  connection with the foregoing  which, in the opinion

                  of such  attorney-in-fact,  may be of benefit to, in

                  the best  interest  of, or legally  required by, the

                  undersigned,  it being understood that the documents

                  executed by such  attorney-in-fact  on behalf of the

                  undersigned pursuant to this Power of Attorney shall

                  be in such form and  shall  contain  such  terms and

                  conditions as such  attorney-in-fact  may approve in

                  such attorney-in-fact's discretion.



         The undersigned hereby grants to each such  attorney-in-fact full power

and  authority  to do and  perform  any  and  every  act  and  thing  whatsoever

requisite,  necessary, or proper to be done in the exercise of any of the rights

and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the

undersigned  might  or  could  do if  personally  present,  with  full  power of

substitution  or  revocation,  hereby  ratifying  and  confirming  all that such

attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall

lawfully  do or cause to be done by virtue  of this  power of  attorney  and the

rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the

foregoing  attorneys-in-fact,  in serving in such capacity at the request of the

undersigned,  are  not  assuming,  nor  is  the  Company  assuming,  any  of the

undersigned's  responsibilities  to comply  with  Section  16 of the  Securities

Exchange Act of 1934.



         This Power of Attorney  shall remain in full force and effect until the

undersigned is no longer  required to file Forms 3, 4, and 5 with respect to the

undersigned's  holdings of and transactions in securities issued by the Company,

unless earlier revoked by the  undersigned in a signed writing  delivered to the

foregoing attorneys-in-fact.





         IN WITNESS  WHEREOF,  THE UNDERSIGNED HAS CAUSED THIS POWER OF ATTORNEY

TO BE EXECUTED AS OF THIS 26TH DAY OF AUGUST 2002.





/s/ Guy W. Freeman

Signature



Guy W. Freeman

Print Name