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
                                             -----------------------------------

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