ex4-1.htm


    
      

    

    Exhibit
4.1

    


    
      	
              CERTIFICATE
      **[B-__]**

            	 
      	 
      
	
              FIXED
      RATE

            	 
      	
              ***[Number
      of Shares]***

            
	
              CUMULATIVE
      PERPETUAL PREFERRED STOCK, SERIES B

            	 
      
	
              PAR
      VALUE $1.00

            	 
      	
              SEE
      REVERSE FOR CERTAIN DEFINITIONS

            


    

    


    UNITED
COMMUNITY BANKS, INC.

    INCORPORATED
UNDER THE LAWS OF THE STATE OF GEORGIA

    


    
      	
              THIS
      CERTIFIES THAT

            	
               
      

            	
               
      

            
	 
      	
              [SPECIMEN]

            	
               
      

            
	
              is
      the owner of:

            	
              [__________________]
      [(_________)]

            	
               
      

            


    

    


    FULLY
PAID AND NONASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK,

    SERIES
B, $1.00 PAR VALUE PER SHARE, OF UNITED COMMUNITY BANKS, INC.

    


    The
shares represented by this certificate are transferable only on the stock
transfer books of United Community Banks, Inc. (the “Corporation”) by the holder
of record hereof, or by his duly authorized attorney or legal representative,
upon the surrender of this certificate properly endorsed.  This
certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Articles of Incorporation of the
Corporation and any amendments thereto (copies of which are on file with the
Corporation), to all of which provisions the holder by acceptance hereof,
assents.

    


      IN
WITNESS THEREOF, UNITED COMMUNITY BANKS, INC. has caused this certificate to be
executed by the signatures of its duly authorized officers and has caused its
corporate seal to be hereunto affixed.

    


    Dated:  _______________

    


    
      	 
      	
              ___________________________

            	 
      	
              _____________________________

            	 
      
	 
      	
              Rex
      S. Schuette

            	 
      	
              Lori
      McKay

            	 
      
	 
      	
              Executive
      Vice President and Chief Financial Officer

            	 
      	
              Corporate
      Secretary

            	 
      


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    UNITED
COMMUNITY BANKS, INC.

    


    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

    


    
      	
              TEN COM - as tenants in
      common

            	
              UNIF GIFTS MIN ACT -
      __________

            	
              custodian
      __________

            
	 
      	
              (Cust)

            	
              (Minor)                   
      

            
	 
      	
              under
      Uniform Gifts to Minors
  Act  __________________

            
	
              TEN ENT - as tenants by
      the entireties

            	
              (State)

            


    

    


    JT TEN - as joint tenants with
right

    of
survivorship and not as

    tenants
in common

    


    Additional
abbreviations may also be used though not in the above list.

    


    For value
received, ___________________________________________________________ hereby
sell, assign and transfer unto

    


    PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFICATION NUMBER OF
ASSIGNEE____________________________________________________________________________________________

    


    Please
print or typewrite name and address including postal zip code of assignee
______________________________________________________________________________
shares of the preferred stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
____________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

    


    
      	
              DATED

            	
              ________________________

            	 
      	
              _______________________________________________

            
	 
      	 
      	 
      	
              NOTICE:  THE
      SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
      THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATEVER.

            


    

    


    
      	
              SIGNATURE
      GUARANTEED:

            	
              ___________________________________________________________

            	 
      
	 
      	
              THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
      TO S.E.C. RULE 17Ad-15

            	 
      


    

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  EACH PURCHASER OF THE
SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.  ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2)
AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES
REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE
ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.