Subordinated Note


EXHIBIT 4.10


FORM OF


6.75% Subordinated Notes due 2012


                                                                                                                                                                                               


No.
____-_____                                                                       
                                                                         
$25,000,000


CUSIP NO.           
144A-90984PBK0


UNITED COMMUNITY BANKS, INC.


promises to pay to CEDE & CO., or registered assigns,

the principal sum of TWENTY-FIVE MILLION Dollars ($25,000,000) on December
 15, 2012.

Interest Payment Dates:  June 15 and December 15.

Record Dates:  June 1 and December 1.


		
        UNITED COMMUNITY BANKS, INC.
	
(SEAL)	

 
By:                                                                         

 
Name:                                                                    

 
Title:                                                                      


    






WITNESS:


By:                                                                        

Name:                                                                   

Title:                       
                               
             





This is one of the Notes referred to in the within‐mentioned Indenture:


Dated:  November ___, 2002


MARSHALL & ILSLEY TRUST COMPANY N.A.,

as Trustee


By: ______________________________________

           
Authorized
Signatory





   



6.75% Subordinated Notes due 2012


THIS NOTE IS NOT A DEPOSIT OR AN OBLIGATION OF ANY DEPOSITORY INSTITUTION, IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY, AND IS NOT
SECURED.           


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY, OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. 
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:


(A)          REPRESENTS THAT (1) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), OR (2) IT HAS
ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT;


(B)          AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (1) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (2) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S OF THE SECURITIES ACT, (4)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR
(6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION;


(C)          AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
AND


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(D)          ACKNOWLEDGES AND AGREES THAT
THE COMPANY AND THE TRUSTEE HAVE RESERVED THE RIGHT, PRIOR TO ANY SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER (i) PURSUANT TO CLAUSE
(B)(3) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
PURSUANT TO RULE 904 OF REGULATION S, OR (ii) PURSUANT TO CLAUSE (B)(4) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE UNDER RULE
144, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.


AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND
“UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.  THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING.


               
Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


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(Reverse of Subordinated Note)





               
1.             Interest.  United
Community Banks, Inc., a Georgia corporation (the “Company”), promises to pay interest on the principal amount
of this Note at the rate of 6.75% per annum from November ___, 2002 until maturity.  The Company will pay interest
semiannually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided,
however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; and, provided further, that the first Interest Payment Date shall be December 15, 2002.  The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of
interest applicable to the Notes.  All such default interest shall be payable on demand.  Interest will be computed on
the basis of a 360‐day year comprised of twelve 30‐day months.


               
2.             Method of Payment.  The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at
the close of business on June 1 or December 1 immediately preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Indenture with
respect to defaulted interest.  The Notes will be payable as to principal, premium, and interest, if any, at the office or
agency of the Company maintained for such purpose or, at the option of the Company, payment of interest, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of Holders; provided, however, that payment by wire
transfer of immediately available funds will be required with respect to principal of, and premium and interest, if any, on all
Global Notes and all other Notes the Holders of which shall have provided appropriate wire transfer instructions to the Company or
the Paying Agent.  Until otherwise designated by the Company, the Company’s office or agency will be the office of the
Trustee maintained for such purpose.  Such payment shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.


               
3.             Paying Agent and Registrar. 
Initially, Marshal & Ilsley Trust Company N.A., the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its
Subsidiaries may act in any such capacity.


               
4.             Indenture.  The
Company issued this Note under an Indenture dated as of November ___, 2002 (as the same may be amended, modified or supplemented
from time to time, the “Indenture”) by and between the Company and the Trustee.  The terms of the Notes
include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§ 77aaa‐77bbbb) (the “TIA”).  The Notes are subject to all such
terms and Holders are referred to the Indenture and the TIA for a statement of such terms.  The Notes are general unsecured
obligations of the Company.  The Notes include the Original Notes issued on the Closing Date and any Additional Notes issued
thereafter, and are treated as a single class of securities under the Indenture.   This is one of the Original Notes
referred to in the Indenture.  The Holders of Notes are subject to, and entitled to all of the benefits of, the
Indenture.


               
5.             No Redemption.  The Company shall not have the option, nor shall it be required, to redeem the Notes prior to December 15, 2012.


              
6.            
Subordination.  The Notes are subordinated in right of payment, in the manner and to the
extent set forth in the Indenture, to the prior payment in full of all Senior Debt, whether outstanding on the Closing Date or
thereafter created, incurred, assumed or guaranteed. Each Holder by its acceptance hereof agrees to be bound by such provisions and
authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate
the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purposes.


               
7.             Denominations, Transfer,
Exchange.  The Notes are in registered form without interest coupons in denominations of $1,000
and whole multiples of $1,000.  The transfer of Notes may be registered and Notes may


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 be exchanged as provided in the
Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before the date on which a notice of redemption is mailed or during the period
between a record date and the corresponding Interest Payment Date.


               
8.             Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes.


               
9.             Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture and the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if
any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consent obtained in connection with a purchase of or tender offer or exchange for Notes). 
Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company’s obligations to the Holders of the Notes in the case of a merger, consolidation or sale of all or
substantially all of the assets of the Company, to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the
issuance of Additional Notes.


               
10.          Defaults and
Remedies.  Events of Default include: (i) default which continues for 30 days in the payment
when due of interest on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii)
failure by the Company for 60 days after receipt of notice from the Trustee or Holders of at least 25% in principal amount of the
then outstanding Notes to comply with any of its other agreements or obligations in the Indenture or the Notes; (iv) Indebtedness
of the Company (other than Indebtedness owed to the Company or any Subsidiary), or any Indebtedness that is Guaranteed by the
Company, is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a
default (or similar event or circumstance) and the total amount of such Indebtedness unpaid or accelerated exceeds $1.0 million;
provided, however, that in the case of any Indebtedness that is accelerated, such acceleration has not been rescinded after
30 days’ written notice provided in accordance with the applicable indenture or other debt instrument evidencing such
Indebtedness; (v) failure by the Company to pay final judgments for the payment of money (other than judgments that are
covered by enforceable insurance policies issued by reputable carriers and as to which such insurance carriers have acknowledged
liability in writing) aggregating in excess of $1.0 million, which judgments are not paid, discharged, bonded or stayed for a
period of 60 days after notice thereof has been given by the Trustee or Holders of at least 25% in principal amount of the then
outstanding Notes issued under the Indenture; and (vi) certain events of bankruptcy or insolvency with respect to the Company or
any Subsidiary or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.  The Trustee must,
within 90 days after the occurrence of a Default or Event of Default, give to the Holders notice of all uncured Defaults or Events
of Default known to it; provided, however, that except in the case of a Default or Event of Default in payment of any Note,
the Trustee may withhold such notice if a committee of its Responsible Officers in good faith determines that the withholding of
such notice is in the interest of the Holders and provided further that the Holders of the Notes may not accelerate the
maturity of the Notes upon any Event of Default except in the case of an Event of Default arising as the result of the bankruptcy,
insolvency, receivership, conservatorship or reorganization of the Company, any Significant Subsidiary that is a bank or any group
of Subsidiaries that are banks that, taken together, would constitute a Significant Subsidiary.  The Company is required to
furnish annually to the Trustee a certificate as to their compliance with the terms of the Indenture. 


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11.          Trustee Dealings with Company.  The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or
any Affiliate of the Company, with the same rights it would have if it were not Trustee.


               
12.          No Recourse Against Others.  No
past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The
waiver and release are part of the consideration for issuance of the Notes.


               
13.          Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.


               
14.          Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


               
15.          CUSIP Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to
be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders.  No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon.


               
16.          Governing Law.  THE INTERNAL LAW OF THE STATE OF GEORGIA
SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES.


               
17.          Defined Terms.  Capitalized terms
used but not defined herein have their respective defined meanings as set forth in the Indenture.


               
18.          Request for Copy of Indenture.  The
Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made
to:



  
    

United Community Banks, Inc.

63 Highway 515

P.O. Box 398

Blairsville, GA  30514

Telephone:  (706) 781-2265

Facsimile:  (706) 745-8960

Attention:  Thomas C. Gilliland


    

  







 

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ASSIGNMENT FORM





               
To assign this Note, fill in the form below:


(I) or (we) assign and transfer this Note to


________________________________________________________________________________________________


(Insert assignee’s Soc. Sec. or tax I.D. no.)

________________________________________________________________________________________________


________________________________________________________________________________________________


________________________________________________________________________________________________


(Print or type assignee’s name, address and zip code)

and irrevocably appoint ____________________________________________________ to transfer
this Note on the books of the Company.  The agent may substitute another to act for him.


________________________________________________________________________________


Date:  ___________________





		
Your Signature:______________________________

(Sign exactly as your name appears on the face of this

Note)



		
Signature Guarantee:_________________________












__________________________________________



1  Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).


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SCHEDULE OF EXCHANGES OF CERTIFICATED SECURITIES


               
The following exchanges of a part of this Global Note for Certificated Securities have been made:


	

Date of Exchange

	

Amount of

decrease in

Principal Amount

of

this Global Note


	

Amount of

increase in

Principal Amount

of

this Global Note


	
Principal Amount

of

this Global Note

following such

decrease (or

increase)


	

Signature of

authorized

signatory of

Trustee or

Note Custodian



	









 



 



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