Exhibit 4.1


 


ARTICLES OF AMENDMENT


OF THE


RESTATED ARTICLES OF INCORPORATION


OF


UNITED COMMUNITY BANKS, INC.


 


1.


 


The name of the corporation
is United Community Banks, Inc.


 


2.


 


The Restated Articles
of Incorporation, as amended, of the corporation are amended by adding the powers, rights, and preferences, and the qualifications,
limitations, and restrictions thereof, of the Senior 6.875% Non-Cumulative Preferred Stock, Series I as set forth in Exhibit A
attached hereto.


 


3.


 


The amendment was adopted
by a duly authorized committee of the board of directors of the corporation by unanimous written consent on June 3, 2020. Pursuant
to O.C.G.A. § 14-2-602 and Article V of the Restated Articles of Incorporation, as amended, of the corporation, shareholder
consent was not required.


 


4.


 


The effective time
of these Articles of Amendment is at 5:00 p.m. on the date of filing of these Articles of Amendment.


 


 



     


     


    

 


IN WITNESS WHEREOF,
the undersigned has executed these Articles of Amendment to the Restated Articles of Incorporation, as amended, of United Community
Banks, Inc. this 3rd day of June, 2020.


 


 


	 	UNITED COMMUNITY BANKS, INC.
	 	 	 
	 	By:	/s/ Herbert Lynn Harton
	 	Name:	Herbert Lynn Harton
	 	Title:	Chairman, President & Chief Executive Officer


 






     


     


    







 


EXHIBIT A


 


DESIGNATIONS, POWERS, PREFERENCES,


 


LIMITATIONS, RESTRICTIONS, AND RELATIVE
RIGHTS 


 


OF


 


SENIOR 6.875% NON-CUMULATIVE PREFERRED
STOCK, SERIES I


 


OF


 


UNITED COMMUNITY BANKS, INC.


 


 


First:
The name of the corporation is United Community Banks, Inc., a corporation organized and existing under the laws of the State
of Georgia (the “Issuer”).


 


Second:
The Restated Articles of Incorporation of the Issuer, as amended, authorize the issuance of 10,000,000 shares of preferred
stock, par value $1.00 per share, of the Issuer (“Preferred Stock”) in one or more series, and authorizes the
Board of Directors of the Issuer (the “Board of Directors”) to fix by resolution or resolutions the designation and
number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations and restrictions thereof, of the shares of such series.


 


Third:
That the following resolution was duly adopted by a duly authorized committee of the Board of Directors as required by O.C.G.A.
 § 14-2-602 and Article V of the Restated Articles of Incorporation by unanimous written consent on June 3, 2020.


 


Resolved,
that pursuant to the provisions of the Restated Articles of Incorporation of the Issuer, as amended, and applicable law, a
series of Preferred Stock, par value $1.00 per share, of the Issuer be and hereby is created, and that the designation and number
of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and
the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:


 


RIGHTS AND PREFERENCES


 


Section 1. Designation.
The distinctive serial designation of such series of Preferred Stock is “6.875% Non-Cumulative Preferred Stock, Series I”
(“Series I”). Each share of Series I shall be identical in all respects to every other share of Series I, except as
to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted pursuant to
Section 4(a) below. Series I will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to
the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation. Shares of Series I may be represented in the form of uncertificated or certificated
shares, provided, however, that any holder of certificated shares of Series I and, upon request, every holder of uncertificated
shares of Series I shall be entitled to have a certificate for shares of Series I signed by, or in the name of, the Corporation
certifying the number of shares owned by such holder.


 






     


     


    

 


Section 2. Number
of Shares. The authorized number of shares of Series I shall be 4,000. Shares of Series I that are redeemed, purchased or otherwise
acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of Series I.


 


Section 3. Definitions. As used herein
with respect to Series I:


 


(a) “Appropriate
Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation as
that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.


 


(b) “Articles
of Amendment” means this Articles of Amendment relating to the Series I, as it may be amended from time to time.


 


(c) “Articles
of Incorporation” means the Restated Articles of Incorporation, as amended, of the Corporation, as it may be amended
from time to time, and shall include this Articles of Amendment.


 


(d) “Board
of Directors” means the board of directors of the Corporation.


 


(e) “Bylaws”
means the Amended and Restated Bylaws of the Corporation, as amended and as they may be amended from time to time.


 


(f) “Business
Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions
in New York City are generally authorized or obligated by law, regulation or executive order to close.


 


(g) “Common
Stock” means the common stock, par value $1.00 per share, of the Corporation.


 


(h) “Junior
Stock” means the Common Stock and any other class or series of stock of the Corporation that ranks junior to Series I
as to the payment of dividends and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation.


 


(i) “Parity
Stock” means any class or series of stock of the Corporation (other than Series I) that ranks equally with Series I both
in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation,
if any.


 


(j) “Preferred
Stock” means any and all series of Preferred Stock, having a par value of $1.00 per share, of the Corporation, including
the Series I.


 


(k) “Regulatory
Capital Event” means the good faith determination by the Corporation that, as a result of (i) any amendment to, or change
in, the laws, rules or regulations of the United States or any political subdivision of or in the United States that is enacted
or becomes effective after the initial issuance of any share of Series I, (ii) any proposed change in those laws, rules or regulations
that is announced or becomes effective after the initial issuance of any share of Series I, or (iii) any official administrative
decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules
or regulations or policies with respect thereto that is announced after the initial issuance of any share of Series I, there is
more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference amount of $25,000
per share of Series I then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy
guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or
regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of
Series I is outstanding.


 






     


     


    

 


(l) “Voting
Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 7(b)
below) or any other matter as to which the holders of Series I are entitled to vote as specified in Section 7 of this Articles
of Amendment, and any and all other series of Preferred Stock (other than Series I) that rank equally with Series I as to the payment
of dividends and upon which like voting rights have been conferred and are exercisable with respect to such matter.


 


Section 4. Dividends.


 


(a) Rate. Holders
of Series I shall be entitled to receive, when, as and if declared by the Board of Directors (or any duly authorized committee
of the Board of Directors) out of funds legally available for the payment of dividends under Delaware law, non-cumulative cash
dividends at the rate per annum equal to 6.875% applied to the liquidation preference amount of $25,000 per share of Series I.
Such dividends shall be payable quarterly in arrears (as provided below in this Section 4(a)), but only when, as and if declared
by the Board of Directors (or any duly authorized committee of the Board of Directors), on March 15, June 15, September 15 and
December 15 (“Dividend Payment Dates”), commencing on September 15, 2020; provided that if any such Dividend
Payment Date would otherwise occur on a day that is not a Business Day, such dividend shall instead be payable on the immediately
succeeding Business Day, without interest or other payment in respect of such delayed payment. Dividends on Series I shall not
be cumulative; holders of Series I shall not be entitled to receive any dividends not declared by the Board of Directors (or any
duly authorized committee of the Board of Directors) and no interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend not so declared.


 


Dividends on the Series
I shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply
with the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital
adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) applicable to the Corporation.


 


Dividends that are
payable on Series I on any Dividend Payment Date will be payable to holders of record of Series I as they appear on the stock register
of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment
Date or such other record date fixed by the Board of Directors (or any duly authorized committee of the Board of Directors) that
is not more than 60 days nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”).
Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.


 


Each dividend period
(a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial Dividend
Period, which shall commence on and include the date of original issue of the Series I, provided that, for any share of Series
I issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date
as the Board of Directors (or any duly authorized committee of the Board of Directors) shall determine and publicly disclose) and
shall end on and include the calendar day preceding the next Dividend Payment Date. Dollar amounts resulting from that calculation
will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends payable on the Series I in respect of any
Dividend Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable in respect
of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after such Dividend Period.


 


Holders of Series I
shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared
and payable on the Series I as specified in this Section 4 (subject to the other provisions of this Articles of Amendment).


 






     


     


    

 


(b) Priority of
Dividends. So long as any share of Series I remains outstanding, (i) no dividend shall be declared or paid on the Common Stock
or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), (ii) no Common Stock or other Junior
Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than
as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of
Junior Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous
sale of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such Junior
Stock by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration
by the Corporation other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series I and such Parity
Stock except by conversion into or exchange for Junior Stock unless, in each case, the full dividends for the latest completed
Dividend Period on all outstanding shares of Series I have been declared and paid (or declared and a sum sufficient for the payment
thereof has been set aside). The foregoing provision shall not restrict the ability of the Corporation, or any affiliate of the
Corporation, to engage in any market-making transactions in Junior Stock in the ordinary course of business.


 


When dividends are
not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend
Period) in full upon the Series I and any shares of Parity Stock, all dividends declared on the Series I and all such Parity Stock
and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend
Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared
pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued but unpaid dividends
per share on the Series I and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related
to such Dividend Payment Date) bear to each other.


 


Subject to the foregoing,
such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors (or any duly authorized
committee of the Board of Directors) may be declared and paid on any securities, including Common Stock and other Junior Stock,
from time to time out of any funds legally available for such payment, and the shares of Series I or Parity Stock shall not be
entitled to participate in any such dividends.


 


Section 5. Liquidation Rights.


 


(a) Voluntary or
Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether
voluntary or involuntary, holders of Series I shall be entitled to receive, out of the assets of the Corporation or proceeds thereof
(whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities
and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series I as to such distribution, and
subject to the rights of the holders of any Parity Stock upon liquidation, in full an amount equal to $25,000 per share, together
with an amount equal to all dividends (if any) that have been declared but not paid prior to the date of payment of such distribution
(but without any amount in respect of dividends that have not been declared prior to such payment date).


 


(b) Partial Payment.
If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof are not sufficient to
pay the Liquidation Preferences (as defined below) in full to all holders of Series I and all holders of any Parity Stock, the
amounts paid to the holders of Series I and to the holders of all such Parity Stock shall be paid pro rata in accordance with the
respective aggregate Liquidation Preferences of the holders of Series I and the holders of all such Parity Stock. In any such distribution,
the “Liquidation Preference” of any holder of stock of the Corporation shall mean the amount otherwise payable to such
holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution), including
an amount equal to any declared but unpaid dividends (and, in the case of any holder of stock other than Series I and on which
dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not declared,
as applicable).


 






     


     


    

 


(c) Residual Distributions.
If the Liquidation Preference has been paid in full to all holders of Series I and all holders of any Parity Stock, the holders
of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according
to their respective rights and preferences.


 


(d) Merger, Consolidation
and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any
other corporation or other entity, including a merger or consolidation in which the holders of Series I receive cash, securities
or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially
all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.


 


Section 6. Redemption.


 


(a) Optional Redemption.
The Series I is perpetual and has no maturity date. The Corporation may, at its option, redeem the shares of Series I at the time
outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to time, on any date on or
after September 15, 2025 (or, if not a Business Day, the next succeeding Business Day), or (ii) in whole but not in part at any
time within 90 days following a Regulatory Capital Event, in each case, at a redemption price per share equal to $25,000, plus
(except as otherwise provided herein below) an amount equal to any dividends per share that have accrued but not been paid for
the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The redemption
price for any shares of Series I shall be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption
date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive
the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above. Notwithstanding the foregoing, the Corporation
may not redeem shares of Series I without having received the prior approval of the Appropriate Federal Banking Agency if then
required under capital guidelines applicable to the Corporation.


 


(b) No Sinking Fund.
The Series I will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series I will
have no right to require redemption of any shares of Series I.


 


(c) Notice of Redemption.
Notice of every redemption of shares of Series I shall be given by first class mail, postage prepaid, addressed to the holders
of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing
shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this
Section 6(c) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure
duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series I designated
for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series I. Notwithstanding
the foregoing, if the Series I or any depositary shares representing interests in the Series I are issued in book-entry form through
The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series I at such
time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2)
the number of shares of Series I to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number
of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price.


 






     


     


    

 


(d) Partial Redemption.
In case of any redemption of only part of the shares of Series I at the time outstanding, the shares to be redeemed shall be selected
either pro rata or by lot. Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the
terms and conditions upon which shares of Series I shall be redeemed from time to time. If fewer than all the shares represented
by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder
thereof.


 


(e) Effectiveness
of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice
all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust
for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor,
then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the redemption date dividends shall cease to accrue on all shares so called for redemption unless the Corporation defaults
in the payment of the redemption price of the shares of shares so called for redemption, all shares so called for redemption shall
no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate,
except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed
at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after
which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption
price of such shares.


 


Section 7. Voting Rights.


 


(a) General.
The holders of Series I shall not have any voting rights except as set forth below or as otherwise from time to time required by
law.


 


(b) Right To Elect
Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series I or any shares of Voting Preferred
Stock shall not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment
Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two and
the holders of Series I, together with the holders of all outstanding shares of Voting Preferred Stock, voting together as a single
class, shall be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that
the Board of Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation,
all directors that the holders of any series of Voting Preferred Stock are entitled to elect pursuant to like voting rights) and
that the election of any Preferred Stock Directors shall not cause the Corporation to violate the corporate governance requirements
of the Nasdaq Global Select Market (or any other exchange on which the Corporation’s securities may be listed) that listed
companies must have a majority of independent directors.


 


In the event that the
holders of the Series I, and such other holders of Voting Preferred Stock, shall be entitled to vote for the election of the Preferred
Stock Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at
a special meeting called at the request of the holders of record of at least 20% of the Series I or of any other series of Voting
Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date fixed
for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only
at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation.
Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall
be made by written notice, signed by the requisite holders of Series I or any series of Voting Preferred Stock, and delivered to
the Secretary of the Corporation in such manner as provided for in Section 10 below, or as may otherwise be required by law.


 






     


     


    

 


When dividends have
been paid in full on the Series I and any Voting Preferred Stock for four consecutive Dividend Periods after a Nonpayment Event,
then the right of the holders of Series I and Voting Preferred Stock to elect the Preferred Stock Directors shall cease (but subject
always to revesting of such voting rights in the case of any future Nonpayment Event), and, if and when any rights of holders of
Series I and Voting Preferred Stock to elect the Preferred Stock Directors shall have ceased, the terms of office of all the Preferred
Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall automatically be
reduced accordingly.


 


Any Preferred Stock
Director may be removed at any time without cause by the holders of record of a majority of all of the outstanding shares of the
Series I and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). So long
as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial
election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director
remaining in office, or if none remains in office, by a vote of the holders of record of a majority of all of the outstanding shares
of the Series I and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class).
Any such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at
a special meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment
Event (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders,
in which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors
shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred
Stock Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall
hold office until the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.


 


(c) Other Voting
Rights. So long as any shares of Series I are outstanding, in addition to any other vote or consent of stockholders required
by law or by the Articles of Incorporation, the vote or consent of the holders of at least two-thirds of the shares of Series I
and any Parity Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in person or
by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:


 


(i) Authorization
of Senior Stock. Any amendment or alteration of the Articles of Incorporation to authorize or create, or increase the authorized
amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series I with respect to
either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the
Corporation;


 


(ii) Amendment
of Series I. Any amendment, alteration or repeal of any provision of the Articles of Incorporation so as to materially and
adversely affect the special rights, preferences, privileges or voting powers of the Series I, taken as a whole; or


 






     


     


    

 


(iii) Share
Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification
involving the Series I, a merger or consolidation of the Corporation with another corporation or other entity, or a conversion,
transfer, domestication or continuance into another entity or an entity organized under the laws of another jurisdiction, unless
in each case (x) the shares of Series I remain outstanding or, in the case of any such merger or consolidation with respect to
which the Corporation is not the surviving or resulting entity or in the case of any such conversion, transfer, domestication or
continuance, the shares of Series I are converted into or exchanged for preferred securities of the surviving or resulting entity
or its ultimate parent and such surviving or resulting entity or ultimate parent, as the case may be, is organized under the laws
of the United States of America, any State thereof, the District of Columbia, Bermuda, the Cayman Islands or any country or state
that is a member of the Organization of Economic Cooperation and Development, and (y) such shares remaining outstanding or such
preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions
thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges
and voting powers, and limitations and restrictions thereof, of the Series I immediately prior to such consummation, taken as a
whole;


 


provided, however, that for
all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series I or authorized Preferred Stock,
or the creation and issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock ranking
equally with and/or junior to the Series I with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative)
and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely
affect the rights, preferences, privileges or voting powers of the Series I.


 


If any amendment, alteration,
repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series
I and one or more but not all other series of Preferred Stock, then only the Series I and such series of Preferred Stock as are
adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other
series of Preferred Stock).


 


(d) Changes for
Clarification. Without the consent of the holders of the Series I, so long as such action does not adversely affect the rights,
preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series I, the Corporation may amend,
alter, supplement or repeal any terms of the Series I:


 


(i) to cure
any ambiguity, or to cure, correct or supplement any provision contained in this Articles of Amendment that may be defective or
inconsistent; or


 


(ii) to make
any provision with respect to matters or questions arising with respect to the Series I that is not inconsistent with the provisions
of this Articles of Amendment.


 


(e) Changes after
Provision for Redemption. No vote or consent of the holders of Series I shall be required pursuant to Section 7(b), (c) or
(d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding
shares of Series I shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall
have been set aside for such redemption, in each case pursuant to Section 6 above.


 


(f) Procedures for
Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Series I (including,
without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting,
the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed
by any rules the Board of Directors (or any duly authorized committee of the Board of Directors), in its discretion, may adopt
from time to time, which rules and procedures shall conform to the requirements of the Articles of Incorporation, the Bylaws, applicable
law and any national securities exchange or other trading facility on which the Series I is listed or traded at the time. Whether
the vote or consent of the holders of a plurality, majority or other portion of the shares of Series I, Parity Stock and/or Voting
Preferred Stock has been cast or given on any matter on which the holders of shares of Series I are entitled to vote shall be determined
by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.


 






     


     


    

 


Section 8. Information
Rights. During any period in which the Corporation is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and any shares of Series I are outstanding, the Corporation will use
its best efforts to (a) transmit through the Corporation’s website at www.ucbi.com (or other permissible means under
the Exchange Act) to all holders of the Series I, as their names and addresses appear on the record books of the Corporation and
without cost to such holders, copies of the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, respectively, that
the Corporation would have been required to file with the Securities and Exchange Commission (the “SEC”) pursuant
to Section 13 or 15(d) of the Exchange Act if it were subject thereto (other than any exhibits that would have been required);
and (b) promptly, upon request, supply copies of such reports to any holders or prospective holder of Series I. The Corporation
will use its best efforts to mail (or otherwise provide) the information to the holders of the Series I within 15 days after the
respective dates by which a periodic report on Form 10-K or Form 10-Q, as the case may be, in respect of such information would
have been required to be filed with the SEC, if the Corporation were subject to Section 13 or 15(d) of the Exchange Act, in each
case, based on the dates on which the Corporation would be required to file such periodic reports if it were a “non-accelerated
filer” within the meaning of the Exchange Act.


 


Section 9. Record
Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the Series I may deem
and treat the record holder of any share of Series I as the true and lawful owner thereof for all purposes, and neither the Corporation
nor such transfer agent shall be affected by any notice to the contrary.


 


Section 10. Notices.
All notices or communications in respect of Series I shall be sufficiently given if given in writing and delivered in person or
by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Articles of Amendment, in the
Articles of Incorporation or Bylaws or by applicable law.


 


Section 11. Rank.
For the avoidance of doubt, the Board of Directors (or any duly authorized committee of the Board of Directors) may, without the
vote of the holders of Series I, authorize and issue additional shares of Junior Stock or shares of any class or Series of stock
of the Corporation now existing or hereafter authorized that ranks equally with the Series I in the payment of dividends or in
the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.


 


Section 12. No Preemptive
or Conversion Rights. No share of Series I shall have any rights of preemption whatsoever as to any securities of the Corporation,
or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants,
rights or options, may be designated, issued or granted. No share of Series I shall have any rights to convert such Series I into
shares of any other class of capital stock of the Corporation.


 


Section 13. Other
Rights. The shares of Series I shall not have any voting powers, preferences or relative, participating, optional or other
special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation
or as provided by applicable law.