Exhibit 4.2


 


FIRST SUPPLEMENTAL
INDENTURE


 


FIRST SUPPLEMENTAL
INDENTURE (this “First Supplemental Indenture”), dated as of August 14, 2015, between UNITED COMMUNITY
BANKS, INC., a Georgia corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a national association, as trustee (the “Trustee”).


 


WHEREAS, the
Company entered into to an Indenture dated as of August 14, 2015 (the “Original Indenture”), with the
Trustee;


 


WHEREAS, the
Original Indenture is incorporated herein by this reference and the Original Indenture, as supplemented by this First Supplemental
Indenture, is herein called the “Indenture”;


 


WHEREAS, the
Original Indenture provides for the issuance from time to time of the Company’s senior debentures, notes or other debt instruments
(therein called the “Securities”), in an unlimited principal amount to be issued in one or more series
as contemplated therein;


 


WHEREAS, pursuant
to the terms of the Original Indenture, the Company desires by this First Supplemental Indenture to establish a new Series of Securities
to be known as its 5.50% Senior Fixed to Floating Rate Notes due February 14, 2027 (the “Senior Notes”);


 


WHEREAS, the
Company has duly authorized the execution and delivery of this First Supplemental Indenture to establish the Senior Notes as a
Series of Securities under the Original Indenture and to provide for, among other things, the issuance and form of the Senior Notes
and the terms, provision, and conditions thereof; and


 


WHEREAS, the
Company desires and has requested the Trustee to join with it in the execution and delivery of this First Supplemental Indenture,
and all requirements necessary to make this First Supplemental Indenture a valid instrument, in accordance with its terms, and
to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of
the Company, have been satisfied;


 


NOW THEREFORE,
in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION


 


SECTION 1.1 Definitions.


 


The following defined
terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in the Original Indenture.


 


“Additional
Notes” means any Senior Notes issued under this First Supplemental Indenture at any time after the date hereof, in
addition to the Initial Notes, and having the same terms in all respects as the Senior Notes (except for the issue date, issue
price and, if applicable, the date from which interest thereon shall begin to accrue, the initial interest payment date), which
if issued, will be treated with the Initial Notes as single Series and single class of Securities with the Senior Notes for all
purposes under the Indenture.


 




    	 



     

    

 


“Capital
Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the
case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distribution
of assets of, the issuing person.


 


“Consolidated
Assets” means all assets owned directly by the Company or indirectly by the Company through any Subsidiary and reflected
on the Company’s consolidated balance sheet prepared in accordance with GAAP.


 


“Indebtedness”
means, without duplication, the principal or face amount of (i) all obligations for borrowed money, (ii) all obligations evidenced
by debentures, notes or other similar instruments, (iii) all obligations in respect of letters of credit or bankers acceptances
or similar instruments (or reimbursement obligations with respect thereto), (iv) all obligations to pay the deferred purchase price
of property or services, except trade accounts payable arising in the ordinary course of business, (v) all obligations as lessee
which are capitalized in accordance with GAAP, and (vi) all Indebtedness of others guaranteed by the Company or any of its Subsidiaries
or for which the Company or any of its Subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness
of, or to supply funds or to invest in, others).


 


“Initial
Notes” means the aggregate principal amount of $35,000,000 of Senior Notes issued under this First Supplemental Indenture
on the Issue Date.


 


“Interest
Payment Dates” means February 14 and August 14 of each year, commencing February 14, 2016 through August 14, 2025,
and February 14, May 14, August 14, and November 14 of each year thereafter.


 


“Interest
Reset Period” means each period during the floating period commencing on and including an Interest Payment Date and
ending on but excluding the next succeeding Interest Payment Date. The first Interest Reset Period shall commence on and include
August 14, 2025.


 


“Issue
Date” means August 14, 2015, the date of the original issuance of the Initial Notes.


 


“Junior
Subordinated Debt” means the Company’s Trust Preferred Securities Guarantees and the Company’s 8.125%
junior subordinated deferrable interest debentures due 2028, floating rate junior subordinated debentures due 2034, fixed rate
junior subordinated debentures due 2038 and variable rate subordinated debentures due 2038.


 


“LIBOR”
means, with respect to any Interest Reset Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for
a three-month period that appears on Bloomberg Screen US0003M Index <GO> page (or other applicable page) as of 11:00 a.m.
(London time) on the second London Banking Day preceding the first day of that Interest Reset Period. If the rate described above
does not appear on such Bloomberg Screen page, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars
for a three-month period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank
market by four major banks in the London interbank market selected by the Company, at approximately 11:00 a.m., London time on
the second London Banking Day preceding the first day of that Interest Reset Period. The
Company will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR with respect to that Interest Reset Period
will be the arithmetic mean (rounded upward 


 




    	2



     

    

 


if
necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, LIBOR with
respect to that Interest Reset Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of
the rates quoted by three major banks in New York, New York, selected by the Company, at approximately 11:00 a.m., New York City
time, on the first day of that Interest Reset Period for loans in U.S. dollars to leading European banks for a three-month period
and in a principal amount of not less than $1,000,000. However, if the banks selected by the Company to provide quotations are
not quoting as described above, LIBOR for that Interest Reset Period will
be the same as LIBOR as determined for the previous Interest Reset Period
or, in the case of the first Interest Reset Period, 2.290%. The establishment of LIBOR will
be final and binding in the absence of manifest error.


 


“London
Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits
in U.S. dollars) in London.


 


“Material
Subsidiary” means United Community Bank and any successor thereof.


 


“Maturity
Date” means August 14, 2027.


 


“Record
Date” means, with respect to each February 14 Interest Payment Date, the close of business on the February 1 preceding
such Interest Payment Date, with respect to each May 14 Interest Payment Date, the close of business on the May 1 preceding such
Interest Payment Date, with respect to each August 14 Interest Payment Date, the close of business on the August 1 preceding such
Interest Payment Date, and with respect to each November 14 Interest Payment Date, the close of business on the November 1 preceding
such Interest Payment Date, in each case, whether or not such date is a Business Day.


 


“Redemption
Date” means any Interest Payment Date on or after August 14, 2025.


 


“Redemption
Price” means 100% of the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest to
the Redemption Date.


 


“Subsidiary”
means, with respect to any person, (i) any corporation, association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person, (ii) any
partnership (a) the sole general partner or the managing general partner of which is such person or an entity described in clause
(i) and related to such person or (b) the only general partners of which are such person or of one or more entities described in
clause (i) and related to such person (or any combination thereof) and (iii) any limited liability company of which more than 50%
of the total membership interests is at the time owned or controlled, directly or indirectly, by such person.


 


“Trust
Preferred Securities Guarantees” means the guarantees issued by the Company in connection with the 8.125% capital
securities due 2028 issued by United Community Capital Trust, the floating rate capital securities due 2034 issued by Southern
Bancorp Capital Trust I, the fixed rate capital securities due 2038 issued by United Community Statutory Trust II, the variable
rate capital securities due 2038 issued by United Community Statutory Trust III, and any guarantee now or hereafter entered into
by the Company in respect of any preferred or preference stock that is by its terms subordinated to or on a parity with the Junior
Subordinated Debt.


 


“Voting
Stock” means outstanding shares of capital stock having voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power because of default in dividends or other default.


 






    	3



     

    

 


ARTICLE II


THE SENIOR NOTES


 


SECTION 2.1 Designation
and Issuance of Senior Notes.


 


2.1.1           There
is hereby created a Series of Securities designated, as previously recited, as the Company’s “5.50% Fixed to Floating
Rate Senior Notes due February 14, 2027.” In accordance with Section 2.3 of the Original Indenture, the Trustee will, upon
receipt of an Officers’ Certificate and an Opinion of Counsel, in each case complying with Section 10.4 of the Original Indenture,
and a Company Order directing the Trustee to authenticate the Initial Notes, authenticate the Initial Notes.


 


2.1.2           The
aggregate principal amount of Senior Notes which may be authenticated and delivered under this First Supplemental Indenture is
unlimited. The aggregate principal amount of Initial Notes which may be authenticated and delivered under this First Supplemental
Indenture on the Issue Date is $35,000,000 (except for Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.7, 2.8, 2.11, 3.6 or 9.6 of the Original
Indenture), and the Senior Notes shall be denominated and payable in United States Dollars. The Initial Notes will be issued at
a price to the public of 100% of the principal amount thereof.


 


2.1.3           The
Senior Notes constitute a senior unsecured general obligation of the Company, ranking equally with other existing and future senior
unsecured Indebtedness of the Company and ranking senior in right of payment to the Junior Subordinated Debt and any future Indebtedness
of the Company that is expressly made subordinate to the Senior Notes by the terms of such Indebtedness.


 


SECTION 2.2 Form and
Terms of Senior Notes.


 


2.2.1           The
principal amount of the Senior Notes outstanding (together with any accrued unpaid interest and other amounts) shall be payable
in accordance with the terms and conditions set forth in the Indenture and the Senior Notes on any Redemption Date and on the Maturity
Date.


 


2.2.2           Interest
on the Senior Notes shall be payable semi-annually on each February 14 and August 14 up to and including August 14, 2025, with
interest accruing from and including August 14, 2015 to but excluding August 14, 2025, at an initial rate of 5.50% per year, and
interest shall be payable quarterly thereafter on February 14, May 14, August 14 and November 14, of each year through the Maturity
Date or early Redemption Date, with such interest accruing from and including August 14, 2025, at a floating rate per annum equal
to 3-month LIBOR plus 3.71%, to the person in whose name the Senior Notes (or one or more predecessor Senior Notes) are registered
at the close of business on the Record Date for such Interest Payment Date, unless otherwise specified in a writing by the holder
of such Senior Notes to the Trustee and the Company. Payments of interest on the Senior Notes will include interest accrued to
but excluding the respective Interest Payment Dates. The floating rate for each Interest Reset Period shall be calculated by the
Company and notified to the Trustee on the Interest Payment Date occurring during such Interest Reset Period. Interest payments
for the Senior Notes during the fixed period shall be computed and paid on the basis of a 360-day year of twelve 30-day months
and interest during the floating period shall be calculated based upon the actual number of days during the period divided by 360
days. In the event that any date on which interest is payable on the Senior Notes during the fixed rate period is not a Business
Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment
was originally payable. In the event that an Interest Payment Date occurring during the floating rate period is not a Business
Day, the Company will pay interest on the next day that is a Business Day, unless it would thereby fall in the next succeeding


 




    	4



     

    

 


calendar month, in which case such Interest
Payment Date will be brought forward to the immediately preceding Business Day, and no interest will accrue or fail to accrue as
a result of that postponement or earlier payment.


 


2.2.3           Except
as otherwise provided by the Senior Notes, the place of payment where the Senior Notes may be presented or surrendered for payment,
where the Senior Notes may be surrendered for registration of transfer or exchange (to the extent required or permitted, as applicable,
by the terms of the Senior Notes) and where notices and demand to or upon the Trustee in respect of the Senior Notes and the Indenture
may be served shall be the office of the Paying Agent from time to time, which shall initially be The Bank of New York Mellon Trust
Company, N.A., c/o The Bank of New York Mellon, 111 Sanders Creek Parkway, East Syracuse, New York 13057.


 


2.2.4           The
Senior Notes shall be issuable in whole or in part in the form of one or more registered Global Securities, substantially in the
form set forth in Exhibit A hereto, registered in the name of the Depository or its nominee. The Company has initially appointed
The Depository Trust Company, New York, New York, to act as Depository with respect to such Global Securities. Except under the
limited circumstances described below, Senior Notes represented by the Global Security will not be exchangeable for, and will not
otherwise be issuable as, Senior Notes in definitive form. The Global Securities described above may not be transferred except
by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


Owners of beneficial
interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global
Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to
be registered in the name of the Depository or its nominee or to a successor Depository or its nominee. The rights of Holders of
such Global Security shall be exercised only through the Depository.


 


A Global Security shall
be exchangeable for Senior Notes registered in the names of persons other than the Depository or its nominee only if (i) the Depository
notifies the Company that it is unwilling or unable to continue as a Depository for such Global Security and no successor Depository
shall have been appointed by the Company, or if at any time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, at a time when the Depository is required to be so registered to act as such Depository
and no successor Depository shall have been appointed by the Company, in each case within 90 calendar days after the Company receives
such notice or becomes aware of such cessation, (ii) the Company in its sole discretion determines that such Global Security shall
be so exchangeable, or (iii) there shall have occurred an Event of Default with respect to the Senior Notes. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable for Senior Notes registered in such names as the
Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like
tenor and terms.


 


2.2.5           The
Senior Notes are not convertible into Securities of any other Series.


 


2.2.6           Notwithstanding
anything to the contrary in the Original Indenture, the requisite percentage of Holders of Senior Notes able to give a “Notice
of Default” pursuant to Section 6.1(d) of the Original Indenture shall be 25% of the aggregate principal amount of the outstanding
Senior Notes.


 


2.2.7           In
addition to the “Events of Default” specified in Section 6.1 of the Original Indenture, it shall also be an “Event
of Default” with respect to the Senior Notes if: the Company shall default under any bond, debenture, note or other evidence
of indebtedness for money borrowed by the Company or the Material Subsidiary having an aggregate principal amount outstanding of
at least $25,000,000, or under


 




    	5



     

    

 


any mortgage, indenture or instrument (including
this Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed
by the Company or the Material Subsidiary having an aggregate principal amount outstanding of at least $25,000,000, whether such
indebtedness now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any portion of
the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (ii) results in
such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due
and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), without
such indebtedness having been discharged or such acceleration having been rescinded or annulled.


 


2.2.8           Notwithstanding
anything to the contrary in the Original Indenture, the requisite percentage of Holders of Senior Notes able to declare the principal
amount thereof (and accrued and unpaid interest, if any) due and payable pursuant to Section 6.2 of the Original Indenture shall
be 25% of the aggregate principal amount of the outstanding Senior Notes.


 


2.2.9           Notwithstanding
anything to the contrary in the Original Indenture, the requisite percentage of Holders of Senior Notes able to make written request
to the Trustee to institute proceedings in respect of an Event of Default in its own name as Trustee hereunder pursuant to Section
6.7(b) of the Original Indenture shall be 25% of the aggregate principal amount of the outstanding Senior Notes.


 


2.2.10         So
long as any of the Senior Notes are outstanding but subject to the provisions of Article V of the Original Indenture, the Company
covenants that it:


 


(a)          will
not, nor will it permit the Material Subsidiary to, directly or indirectly, sell or otherwise dispose of any shares of, securities
convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary,
nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants
or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect
to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable
upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or
indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary; and


 


(b)          will
not permit the Material Subsidiary to:


 


(i) merge
or consolidate with or into any corporation or other person, unless the Company is the surviving corporation or person, or unless,
upon consummation of the merger or consolidation, the Company will own, directly or indirectly, at least 80% of the surviving corporation’s
issued and outstanding Voting Stock; or


 


(ii) lease,
sell, assign or transfer all or substantially all of its properties and assets to any person (other than the Company), unless,
upon such sale, assignment or transfer, the Company will own, directly or indirectly, at least 80% of the issued and outstanding
Voting Stock of that person.


 


Notwithstanding the
foregoing, any such sale, assignment or transfer of securities, any such merger or consolidation or any such lease, sale, assignment
or transfer of properties and assets shall not be prohibited if: (A) required by law, such lease, sale, assignment or transfer
of securities is made to any person for the purpose of the qualification of such person to serve as a director; (B) such lease,
sale, assignment or transfer of securities is made by the Company or any of its Subsidiaries acting in a fiduciary capacity for
any person other than the Company or any Subsidiary; (C) made in connection with


 




    	6



     

    

 


the consolidation of the Company with or
the sale, lease or conveyance of all or substantially all of the assets of the Company to, or merger of the Company with or into
any other person (as to which Article V of the Original Indenture shall apply); (D) required by any law or any rule, regulation
or order of any governmental agency or authority; or (E) required as a condition imposed by any law or any rule, regulation or
order of any governmental agency or authority to the acquisition by the Company, directly or indirectly, through purchase of stock
or assets, merger, consolidation or otherwise, of any person; provided, that, in the case of (E) only, after giving effect to such
disposition and acquisition, (y) at least 80% of the issued and outstanding Voting Stock of such person will be owned, directly
or indirectly, by the Company and (z) the Consolidated Assets of the Company will be at least equal to 70% of the Consolidated
Assets of the Company prior thereto; and nothing in this section shall prohibit the Company or the Material Subsidiary from the
sale or transfer of assets pursuant to any securitization transaction or the pledge of any assets to secure borrowings incurred
in the ordinary course of business, including, without limitation, deposit liabilities, mortgage escrow funds, reverse repurchase
agreements, Federal Home Loan Bank advances, recourse obligations incurred in connection with the Material Subsidiary’s lending
activities and letters of credit.


 


2.2.11         So
long as any of the Senior Notes are outstanding but subject to the provisions of Article V of the Original Indenture, the Company
covenants that it will not, nor will the Company permit the Material Subsidiary to, create, assume, incur or suffer to be created,
assumed or incurred or to exist, any pledge, encumbrance or lien, as security for Indebtedness for borrowed money, upon any shares
of Voting Stock of the Material Subsidiary (or securities convertible into, or options, warrants or rights to subscribe for or
purchase shares of that Voting Stock), directly or indirectly, without making effective provision whereby the Senior Notes shall
be equally and ratably secured with any and all such Indebtedness if, treating such pledge, encumbrance or lien as a transfer of
the shares of, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of, Voting Stock
of the Material Subsidiary subject thereto to the secured party and after giving effect to the issuance of the maximum number of
shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants
or rights, the Company would not continue to own at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary.
Notwithstanding the foregoing, this Section shall not apply to any:


 


(a)          pledge,
encumbrance or lien upon any such shares of Voting Stock to secure (i) indebtedness of the Company or a Subsidiary as part of the
purchase price of such shares of Voting Stock, or incurred prior to, at the time of or within 120 days after acquisition thereof
for the purpose of financing all or any part of the purchase price thereof or (ii) other Indebtedness in an aggregate principal
amount at any one time not exceeding $50,000,000;


 


(b)          lien
for taxes, assessments or other government charges or levies (i) which are not yet due or payable without penalty, (ii) which the
Company is contesting in good faith by appropriate proceedings so long as the Company has set aside on its books such reserves
as shall be required in respect thereof in conformity with GAAP or (iii) which secure obligations of less than $1,000,000 in amount;


 


(c)          lien
of any judgment, if that judgment (i) is discharged, or stayed on appeal or otherwise, within 60 days, (ii) is currently being
contested in good faith by appropriate proceedings so long as the Company has set aside on its books such reserves as shall be
required in respect thereof in conformity with GAAP or (iii) involves claims of less than $1,000,000; or


 


(d)          any
pledge or lien on the Voting Stock of the Material Subsidiary to secure a loan or other extension of credit by a Subsidiary subject
to Section 23A of the Federal Reserve Act.


 




    	7



     

    

 


In case the Company
or the Material Subsidiary shall propose to create, assume, incur or suffer to be created, assumed or incurred or to exist, any
pledge, encumbrance or lien, as security for Indebtedness for borrowed money, upon any shares of Voting Stock of the Material Subsidiary
(or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of that Voting Stock), directly
or indirectly, other than as permitted by subdivisions (a) to (d), inclusive, of this Section, the Company will prior thereto give
written notice thereof to the Trustee, and will prior to or simultaneously with such pledge, encumbrance or lien, by supplemental
indenture delivered to the Trustee, in form satisfactory to it, effectively secure all the Senior Notes equally and ratably with
such Indebtedness, by pledge, encumbrance or lien of such Voting Stock. Such supplemental indenture shall contain the provisions,
concerning the possession, control, release and substitution of encumbered and pledged property and securities and other appropriate
matters which are required or permitted by the TIA (as in effect at the date of execution of such supplemental indenture) to be
included in a secured indenture qualified under the TIA, and may also contain such additional and mandatory provisions permitted
by the TIA as the Company shall deem advisable or appropriate or as may otherwise be requested by the Trustee.


 


SECTION 2.3 Registrar and Paying Agent.


 


The Company initially
appoints the Trustee to act as Registrar and Paying Agent with respect to the Senior Notes, and the Trustee hereby agrees so to
initially act. 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.


 


SECTION 2.4 Optional
Redemption of Senior Notes.


 


The Senior Notes shall
have a par redemption and be redeemable, in whole or in part, at the option of the Company on any Redemption Date at the Redemption
Price, and in accordance with the provisions set forth in the Indenture and Senior Notes.


 


SECTION 2.5 Issuances
of Additional Notes.


 


The Company shall be
entitled, upon delivery of an Officers’ Certificate and an Opinion of Counsel, each complying with Section 10.4 of the Original
Indenture, to issue Additional Notes under this First Supplemental Indenture. The Initial Notes issued on the Issue Date, and any
Additional Notes issued shall be treated as a single Series and single class of Securities for all purposes under this First Supplemental
Indenture and the Original Indenture.


 


At any time after the
execution of this First Supplemental Indenture, the Company may deliver Additional Notes to the Trustee for authentication, together
with an Officers’ Certificate complying with Section 10.4 of the Original Indenture and a Company Order for the authentication
and delivery of such Additional Notes, as well as an Opinion of Counsel complying with Section 10.4 of the Original Indenture.
Subject to Section 2.3 of the Original Indenture, the Trustee shall thereafter authenticate and deliver such Additional Notes in
accordance with such Officers’ Certificate and Company Order. In authenticating such Additional Notes and accepting the additional
responsibilities under this First Supplemental Indenture in relation to such Additional Notes, the Trustee shall be entitled to
receive and fully protected in relying upon such Officers’ Certificate, which such Officers’ Certificate shall set
forth any limit upon the aggregate principal amount of such Additional Notes to be authenticated and delivered under this First
Supplemental Indenture and setting forth the issue price, the issue date and the CUSIP number of such Additional Notes and be prepared
in accordance with Section 10.4 of the Original Indenture.


 




    	8



     

    

 


ARTICLE THREE


SINKING FUND


 


SECTION 3.1 No Sinking
Fund.


 


The Senior Notes are
not entitled to the benefit of any sinking fund.


 


ARTICLE FOUR


MISCELLANEOUS PROVISIONS


 


SECTION 4.1 Ratification.


 


The Original Indenture,
as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed. This First Supplemental Indenture
shall be deemed part of the Original Indenture in the manner and to the extent provided herein and therein and every Holder of
Senior Notes authenticated and delivered under this First Supplemental Indenture shall be bound hereby and thereby. Notwithstanding
any other provision of the Original Indenture or this First Supplemental Indenture to the contrary, to the extent any provisions
of this First Supplemental Indenture or the Senior Note issued hereunder shall conflict with any provision of the Original Indenture,
the provisions of this First Supplemental Indenture or the Senior Notes, as applicable, shall govern.


 


SECTION 4.2 Counterparts.


 


This First Supplemental
Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


SECTION 4.3 Governing
Laws.


 


This First Supplemental
Indenture and the Senior Notes shall be governed by the laws of the State of New York applicable to agreements made and to be performed
in such State, without regard to the conflict of laws provisions thereof.


 


SECTION 4.4 Successors.


 


All agreements of the
Company in this First Supplemental Indenture and the Senior Notes shall bind its successor. All agreements of the Trustee in this
First Supplemental Indenture shall bind its successor.


 


SECTION 4.5 Severability.


 


In case any provision
in this First Supplemental Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 4.6 Conflict
with Trust Indenture Act.


 


If any provision of
this First Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required or deemed to be
included in this First Supplemental Indenture by, or is otherwise governed by, any of the provisions of the Trust Indenture Act,
such other provision shall control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture


 




    	9



     

    

 


Act shall control unless otherwise provided
as contemplated by Section 10.1 of the Original Indenture with respect to this Series of Senior Notes.


 


SECTION 4.7 No Additional
Rights.


 


Nothing in this First
Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this
First Supplemental Indenture.


 


SECTION 4.8 Effective
Date.


 


This First Supplemental
Indenture shall become effective upon the execution and delivery by the parties hereto.


 


SECTION 4.9 No Liability
of the Trustee.


 


The Trustee shall not
be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or
the Senior Notes (other than with respect to the certificate of authentication) or for or in respect of the recitals contained
herein, all of which are made solely by the Company.


 


[Remainder of Page Intentionally
Left Blank]


 




    	10



     

    

 


IN WITNESS WHEREOF, the parties hereto
have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.


 


	 	UNITED COMMUNITY BANKS, INC.
	 	 	 	 
	 	By:	  /s/ Rex S. Schuette
	 	 	Name:	Rex S. Schuette
	 	 	Title:	Executive Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	 	 	 	 
	 	By:	  /s/ Richard Tarnas
	 	 	Name:	Richard Tarnas
	 	 	Title:	Vice President


 





[Signature Page to First
Supplemental Indenture]




 




    	 



     

    

 


EXHIBIT A


 


(see attached)


 




    	 



     

    

 


FORM OF GLOBAL SECURITY


 


This
SECURITY is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the
Depository Trust Company (“DTC”) or a nominee of DTC. This Security is exchangeable for Securities registered in the
name of a person other than DTC or its nominee only in the limited circumstances described in the Indenture, and may not be transferred
except as a whole by DTC to a nominee of DTC, by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee
to a successor Depository or a nominee of such a successor Depository.


 


UNLESS THIS SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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.


 


NEITHER THE HOLDERS
NOR THE BENEFICIAL OWNERS OF THIS SECURITY SHALL BE ENTITLED TO PAYMENTS OF PRINCIPAL OR INTEREST EXCEPT PURSUANT TO THE PROVISIONS
HEREOF.


 


THE SECURITY DOES NOT
EVIDENCE SAVINGS ACCOUNTS OR DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.


 


UNITED COMMUNITY BANKS,
INC.


 


5.50% Senior Fixed
to Floating Rate Notes Due February 14, 2027


 


	 	 	CUSIP  	 
	 	 	 	 
	No. 	 	$	 


 


UNITED COMMUNITY BANKS, INC. (which includes
any successor under the within-mentioned Indenture) promises to pay to Cede & Co. or registered assigns, the principal sum
of          , on February 14, 2027.


 


Interest Payment Dates: February 14 and
August 14 of each year, commencing February 14, 2016 through August 14, 2025, and February 14, May 14, August 14, and November
14 of each year thereafter.


 


Record Dates: February 1, May 1, August
1 and November 1.


 




    	A-1



     

    

 


	 	UNITED COMMUNITY BANKS, INC.
	 	 	 
	 	By:	 
	 	Name:	Jimmy C. Tallent
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	Rex S. Schuette
	 	Title:	Executive Vice President and Chief
	 	 	Financial Officer


 




    	A-2



     

    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the Series
designated therein

referred to in the within-mentioned Indenture:


 


	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.	 
	as Trustee	 
	 	 	 	 
	By:	 	Dated: August 14, 2015	 
	 	Name:	 	 
	 	Title:	 	 


 




    	A-3



     

    

 


(Reverse of Note)


 


UNITED COMMUNITY BANKS,
INC.


 


5.50% Senior Fixed
to Floating Rate Notes Due February 14, 2027


 


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


 


1.          Interest.
This Senior Note is one of the duly authorized issue of Securities of United Community Banks, Inc. (the “Company”),
a Georgia corporation, of a Series designated as the “5.50% Senior Fixed to Floating Rate Notes due February 14, 2027”
(herein called the “Senior Notes”) initially issued in an aggregate principal amount of $       
on August 14, 2015. The Company promises to pay interest on the principal amount of this Senior Note semi-annually on each
February 14 and August 14 up to and including August 14, 2025, with interest accruing from and including August 14, 2015 to but
excluding August 14, 2025, at an initial rate of 5.50% per year, and quarterly thereafter on February 14, May 14, August 14 and
November 14, of each year through the Maturity Date or early Redemption Date, with such interest accruing from and including August
14, 2025, at a floating rate per annum equal to 3-month LIBOR plus 3.71%. Interest payments for this Senior Note during the fixed
period shall be computed and paid on the basis of a 360-day year of twelve 30-day months and interest during the floating period
shall be calculated based upon the actual number of days during the period divided by 360 days. In the event that any date on which
interest is payable on this Senior Note during the fixed rate period is not a Business Day, then a payment of the interest payable
on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect
of any such delay), with the same force and effect as if made on the date the payment was originally payable. In the event that
an Interest Payment Date occurring during the floating rate period is not a Business Day, the Company will pay interest on the
next day that is a Business Day, unless it would thereby fall in the next succeeding calendar month, in which case such Interest
Payment Date will be brought forward to the immediately preceding Business Day, and no interest will accrue or fail to accrue as
a result of that postponement or earlier payment.


 


2.          Method
of Payment. The Company will pay interest on this Senior Note to the persons who are registered Holders of this Senior Note
at the close of business on the Record Date for such Interest Payment Date, even if such Senior Note is canceled after such record
date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Original Indenture (as herein defined)
with respect to defaulted interest. The Senior Note will be payable as to principal, premium, if any, and interest at the office
or agency of the Paying Agent appointed from time to time by the Company, whose address is initially The Bank of New York Mellon
Trust Company, N.A., c/o The Bank of New York Mellon, 111 Sanders Creek Parkway, East Syracuse, New York 13057. 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, The Bank of New York Mellon Trust Company, N.A., the trustee (“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 and the Trustee entered into an Indenture dated as of August 14, 2015 (the “Original Indenture”) and a
First Supplemental Indenture dated as of August 14, 2015 (the “First Supplemental Indenture” and together with the
Original Indenture, the “Indenture”) setting forth certain terms of the Senior Notes. The terms of the Senior Notes
include those stated in the 


 




    	A-4



     

    

 


Indenture and those made
part of the Indenture by reference to the TIA. The Senior Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. To the extent any provision of this Senior Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Senior Notes are unsecured obligations
of the Company.


 


5.          Denominations,
Transfer, Exchange. The Senior Notes are in registered form without coupons in denominations of $1,000 and integral multiples
of $1,000 in excess thereof. The transfer of Senior Notes may be registered and Senior Notes may 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 Senior Notes during the period between a record date and the next succeeding
Interest Payment Date.


 


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


 


7.          Amendment,
Supplement and Waiver. Subject to certain exceptions and the applicable provisions of the Indenture,
the Indenture or the Senior Notes may be amended or supplemented with the written consent of the Holders of at least a majority
in principal amount of the then outstanding Senior Notes (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for the Senior Notes), for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Senior Notes.
Subject to applicable provisions of the Indenture, Holders of a majority in principal amount of the then outstanding Senior Notes
by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Senior Notes)
may waive compliance by the Company with any provision of the Indenture or the Senior Notes with respect to the Senior Notes. As
provided in the Indenture, without the consent of any Holder of a Senior Note, the Indenture or the Senior Notes may be amended
or supplemented to, among other things, cure any ambiguity, defect or inconsistency; provide for uncertificated Senior Notes in
addition to or in place of certificated Senior Notes; or make any other change that does not adversely affect the rights of any
Holder.


 


8.          Defaults
and Remedies. If an Event of Default with respect to the Senior Notes occurs and is continuing, the principal amount of the
Senior Notes, together with accrued and unpaid interest to the date of declaration may be declared to be due and payable immediately
in the manner and with the effect provided in the Indenture. Holders of Senior Notes may not enforce the Indenture or the Senior
Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Senior Notes unless it
has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Senior Notes then outstanding to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Senior Notes notice of certain continuing Defaults or Events of Default if and
so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the
notice is in the interests of the Holders of the Senior Notes. No reference herein to the Indenture and no provision of the Senior
Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on the Senior Notes at the times, place and rate, and in the coin or currency, herein prescribed.


 


9.          No
Sinking Fund. There is no sinking fund provided for the Senior Notes.


 




    	A-5



     

    

 


10.         Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Senior 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 the Trustee.


 


11.         Discharge
and Defeasance. Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations
under the Senior Notes and the Indenture if the Company deposits with the Trustee cash in United States Dollars in such amounts
as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of,
premium, if any, on and interest on the outstanding Senior Notes on the stated maturity.


 


12.         No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Senior 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 the Senior Notes, by accepting the Senior Notes, waives and releases all
such liability. The waiver and release are part of the consideration for the issue of the Senior Notes.


 


13.         Authentication.
This Senior 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). Additional abbreviations may also be used though not in the above list.


 


15.         CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
may cause CUSIP numbers to be printed on the Senior Notes.


 


16.         Available
Information. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests
may be made to:


 


United Community Banks, Inc.

125 Highway 515 East

Blairsville, Georgia 30512

Attention: Rex S. Schuette


 


17.         Counterparts.
This Senior Note may be executed by one or more of the parties to this Senior Note on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


18.         Governing
Law. THIS SENIOR NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.


 




    	A-6



     

    

 


Assignment Form


 


To assign this Senior Note, fill in the
form below: (I) or (we) assign and transfer this Senior Note to


 


 


(Insert assignee’s Social Security
or Tax Identification number)


 


 


 


 


 


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


 


And irrevocably appoint ______________________________________
to transfer this Senior 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)
	 	 	 	 
	 	Tax Identification No.:  	 
	 	 	 	 
	 	SIGNATURE GUARANTEE:
	 	 
	 	 


 


Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 




    	A-7