SECOND AMENDMENT
TO THE
UNITED COMMUNITY BANKS, INC.
EXECUTIVE REVENUE NEUTRAL RETIREMENT AGREEMENT
DATED MARCH 13, 2000
FOR
XXXXX X. XXXXXXX
THIS SECOND AMENDMENT to the United Community Banks, Inc. Executive
Revenue Neutral Retirement Agreement (the "Second Amendment") is made and
entered into as of the 13th day of March, 2003, by and between UNITED COMMUNITY
BANKS, INC., a Georgia business corporation located in Blairsville, Georgia (the
"Corporation") and XXXXX X. XXXXXXX (the "Executive," and together with the
Corporation, the "Parties").
WHEREAS, on March 13, 2000, the Parties executed the United Community
Banks, Inc. Executive Revenue Neutral Retirement Agreement (the "Agreement");
WHEREAS, on June 6, 2000, the Parties executed the First Amendment to
the United Community Banks, Inc. Executive Revenue Neutral Retirement Agreement
(the "First Amendment"); and
WHEREAS, the Parties desire to revise Section 2.2 of the Agreement and
Appendices A and B of the First Amendment:
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the Parties hereby agree as follows:
1. Amendment to Section 2.2 of the Agreement. Section 2.2 of the
Agreement is hereby deleted in its entirety and replaced with the following:
2.2 Allocated Earnings. The earnings allocated to the
Executive's Retirement Account shall equal the growth for the
applicable Plan Year of Simulated Investment Number One under Section
2.1.1 minus the growth for the applicable Plan Year of Simulated
Investment Number Two under Section 2.1.2. This amount shall then be
divided by the Adjustment Rate as defined in Section 1.1. If the growth
of Simulated Investment Number Two exceeds the growth of Simulated
Investment Number One (earnings deficit) for any Plan Year, no amount
is allocated to the Executive's Retirement Account for that year. In
addition, subsequent Allocated Earnings must first be reduced by the
Executive's allocated portion of the cumulative remaining earnings
deficit from prior years before allocation to the Executive's
Retirement Account.
2. Amendment to Appendix A of the First Amendment. Appendix A of
the First Amendment is hereby deleted in its entirety and replaced with Appendix
A attached hereto.
3. Amendment to Appendix B of the First Amendment. Appendix B of
the First Amendment is hereby deleted in its entirety.
4. No Other Changes. Except as set forth in this Second
Amendment, the other provisions of the Agreement and the First Amendment shall
remain in full force and effect in accordance with their respective terms.
Nothing contained herein shall constitute a waiver of any rights or claims of
any party heretofore or hereafter arising under or related to the Agreement or
the First Amendment.
5. Counterparts. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have cause this Second Amendment to be
executed on the 13th day of March, 2003.
UNITED COMMUNITY BANKS, INC.
By: /S/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: Vice President and Controller
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EXECUTIVE.
/S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
APPENDIX A
AGGREGATE PREMIUM INVESTMENT
PREMIUM $ 11,410,000
SIMULATED POLICY DATA
INSURED INSURER POLICY NO. PRODUCT TYPE ISSUE DATE CLASSIFICATION
------- ------- ---------- ------------ ---------- --------------
Xxxxxxx, Xxxxx X. AH AH5052195 ESPIVNO 12/31/98 Standard S
Xxxxxxx, Xxxxx X. AH AH5052196 ESPIVNO 12/31/98 Standard S
