exv4w3






EXHIBIT
4.3




FORM OF WARRANT TO PURCHASE COMMON STOCK



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, 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.




WARRANT

to purchase

[ _______ ]

Shares of Common Stock

of United Community Banks, Inc.




Issue Date: February 22, 2011



     1. Definitions. Unless the context otherwise requires, when used herein the
following terms shall have the meanings indicated.




     “Affiliate” means, with respect to any Person, any Person directly or indirectly
controlling, controlled by or under common control with, such other Person. For purposes of
this definition, “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”) when used with respect to any Person, means the possession,
directly or indirectly, of the power to cause the direction of management and/or policies of
such Person, whether through the ownership of voting securities by contract or otherwise.




     “Articles of Incorporation” means the Restated Articles of Incorporation of the
Company, as amended.




     “Board of Directors” means the board of directors of the Company, including any duly
authorized committee thereof.




     “Business Combination” means a merger, consolidation, statutory share exchange or
similar transaction that requires the approval of the Company’s shareholders.




     “business day” means any day except Saturday, Sunday and any day on which banking
institutions in the State of New York generally are authorized or required by law or other
governmental actions to close.




     “Common Stock” means the common stock, $1.00 par value per share, of the Company.




     “Company” means United Community Banks, Inc., a Georgia corporation, and its
successors.




     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.



 









 






     “Exchange Agreement” means the Share Exchange Agreement, entered into February 22,
2011, as amended from time to time, among the Company and Elm Ridge
Offshore Master Fund, Ltd. and Elm Ridge Value Partners, L.P., including all annexes, exhibits and schedules thereto.




     “Exercise Price” means $2.50 per share of Common Stock.




     “Expiration Time” has the meaning set forth in Section 3.




     “Fair Market Value” means, with respect to any security or other property, the fair
market value of such security or other property as determined by the Board of Directors,
acting in good faith.




     “Issue Date” means the date set forth on the first page hereof.




     “Market Price” means, with respect to a particular security, on any given day, the last
reported sale price regular way or, in case no such reported sale takes place on such day,
the average of the last closing bid and ask prices regular way, in either case on the
principal national securities exchange on which the applicable securities are listed or
admitted to trading, or if not listed or admitted to trading on any national securities
exchange, the average of the closing bid and ask prices as furnished by two members of the
Financial Industry Regulatory Authority, Inc. selected from time to time by the Company for
that purpose. “Market Price” shall be determined without reference to after hours or
extended hours trading. If such security is not listed and traded in a manner that the
quotations referred to above are available for the period required hereunder, the Market
Price per share of Common Stock shall be deemed to be the fair market value per share of
such security as determined in good faith by the Board of Directors in reliance on an
opinion of a nationally recognized independent investment banking corporation retained by
the Company for this purpose and certified in a resolution to the Warrantholder. For the
purposes of determining the Market Price of the Common Stock on the “trading day” preceding,
on or following the occurrence of an event, (i) that trading day shall be deemed to commence
immediately after the regular scheduled closing time of trading on the Nasdaq Global Select
Market or, if trading is closed at an earlier time, such earlier time and (ii) that trading
day shall end at the next regular scheduled closing time, or if trading is closed at an
earlier time, such earlier time (for the avoidance of doubt, and as an example, if the
Market Price is to be determined as of the last trading day preceding a specified event and
the closing time of trading on a particular day is 4:00 p.m. and the specified event occurs
at 5:00 p.m. on that day, the Market Price would be determined by reference to such 4:00
p.m. closing price).




     “Ordinary Cash Dividends” means a cash dividend on shares of Common Stock out of
surplus or net profits legally available therefor (determined in accordance with generally
accepted accounting principles in effect from time to time).




     “Person” means a natural person, company, government, or political subdivision, agency,
or instrumentality of a government.




     “Per Share Fair Market Value” has the meaning set forth in Section 13(B).




     “Pro Rata Repurchases” means any purchase of shares of Common Stock by the Company or
any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section
13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other
offer available to substantially all holders of Common Stock, in the case of both (A) or
(B), whether for cash, shares of capital stock of the Company, other securities of the
Company,



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evidences of indebtedness of the Company or any other Person or any other property
(including, without limitation, shares of capital stock, other securities or evidences of
indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is
outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date of
acceptance of shares for purchase or exchange by the Company under any tender or exchange
offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata
Repurchase that is not a tender or exchange offer.




     “Regulatory Approvals” means all authorizations, approvals or permits, if any, of any
federal or state governmental authority or regulatory body that are required in order for
the Warrantholder to exercise this Warrant for shares of Common Stock and to own such Common
Stock without the Warrantholder being in violation of applicable law, rule or regulation.




     “SEC” means the Securities and Exchange Commission.




     “Securities Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.




     “trading day” means (A) if the shares of Common Stock are not traded on any national or
regional securities exchange or association or over-the-counter market, a business day or
(B) if the shares of Common Stock are traded on any national or regional securities exchange
or association or over-the-counter market, a business day on which such relevant exchange or
quotation system is scheduled to be open for business and on which the shares of Common
Stock (i) are not suspended from trading on any national or regional securities exchange or
association or over-the-counter market for any period or periods aggregating one half hour
or longer; and (ii) have traded at least once on the national or regional securities
exchange or association or over-the-counter market that is the primary market for the
trading of the shares of Common Stock.




     “Warrant” means this Warrant, issued pursuant to the Exchange Agreement.




     “Warrantholder” has the meaning set forth in Section 2.




     “Warrant Shares” has the meaning set forth in Section 2.



     2. 
Number of Warrant Shares; Exercise Price. This certifies that, for value
received, [ ________ ] or its permitted assigns (the “Warrantholder”) is
entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the
Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up
to an aggregate of [ ________ ] of fully paid and nonassessable shares of Common Stock, at a purchase
price per share of Common Stock equal to the Exercise Price. The number of shares of Common Stock
(the “Warrant Shares”) and the Exercise Price are subject to adjustment as provided herein, and all
references to “Common Stock,” “Warrant Shares” and “Exercise Price” herein shall be deemed to
include any such adjustment or series of adjustments.



     3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted
by applicable law, rule and regulation, the right to purchase the Warrant Shares represented by
this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to
time after September 30, 2012, but in no event later than 5:00 p.m., New York City time on August
22, 2013 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise
annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal
executive office of the Company located at the address set forth in Section 20 (or such other
office or agency of the Company in the United States as it



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may designate by notice in writing to the Warrantholder at the address of the Warrantholder
appearing on the books of the Company), and (B) payment of the Exercise Price for the Warrant
Shares thereby purchased by tendering in cash, by certified or cashier’s check payable to the order
of the Company, or by wire transfer of immediately available funds to an account designated by the
Company. Notwithstanding anything to the contrary in this Warrant, in the event that the Company
consummates any Business Combination, a sale of all or substantially all of its assets or any
similar transaction, the Company shall notify the Warrantholder of such event no less than ten (10)
business days prior to the effective date of such transaction and this Warrant shall become
exercisable without limitation prior to such transaction in such manner as may be necessary to
afford the Warrantholder the right to exercise the Warrant prior to such transaction and
participate in such transaction as a holder of the exercised portion of the Warrant Shares.




          If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be
entitled to receive from the Company within a reasonable time, and in any event not exceeding three
business days, a new warrant in substantially identical form for the purchase of that number of
Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant
and the number of Warrant Shares as to which this Warrant is so exercised. Notwithstanding
anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its
exercise of this Warrant for the Warrant Shares is subject to the condition that the Warrantholder
will have first received any applicable Regulatory Approvals.




     4. Issuance of Warrant Shares; Authorization; Listing. Certificates for the
Warrant Shares issued upon exercise of this Warrant will be issued in such name or names as the
Warrantholder may designate and will be delivered to such named Person or Persons within a
reasonable time, not to exceed three business days after the date on which this Warrant has been
duly exercised in accordance with the terms of this Warrant. The Company hereby represents and
warrants that any Warrant Shares issued upon the exercise of this Warrant in accordance with the
provisions of Section 3 will be duly and validly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges (other than liens or charges created by
the Warrantholder, income and franchise taxes incurred in connection with the exercise of the
Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Company
agrees that the Warrant Shares so issued will be deemed to have been issued to the Warrantholder as
of the close of business on the date on which this Warrant and payment of the Exercise Price are
delivered to the Company in accordance with the terms of this Warrant, notwithstanding that the
stock transfer books of the Company may then be closed or certificates representing such Warrant
Shares may not be actually delivered on such date. The Company will at all times reserve and keep
available, out of its authorized but unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant, the aggregate number of Warrant Shares then issuable upon exercise of
this Warrant at any time. The Company will (A) procure, at its sole expense, the listing of the
Warrant Shares issuable upon exercise of this Warrant at any time, subject to issuance or notice of
issuance, on all principal stock exchanges on which the Common Stock is then listed or traded and
(B) maintain such listings of such Warrant Shares at all times after issuance. The Company will
use commercially reasonable efforts to ensure that the Warrant Shares may be issued without
violation of any applicable law or regulation or of any requirement of any securities exchange on
which the Warrant Shares are listed or traded.



     5. No Fractional Warrant Shares or Scrip. No fractional Warrant Shares or
scrip representing fractional Warrant Shares shall be issued upon any exercise of this Warrant. In
lieu of any fractional Warrant Share to which the Warrantholder would otherwise be entitled, the
Warrantholder shall be entitled to receive a cash payment equal to the Market Price of the Common
Stock on the last trading day preceding the date of exercise less the pro-rated Exercise Price for
such fractional share.



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     6. No Rights as Shareholders; Transfer Books. This Warrant does not entitle
the Warrantholder to any voting rights or other rights as a shareholder of the Company prior to the
date of exercise hereof. The Company will at no time close its transfer books against transfer of
this Warrant in any manner which interferes with the timely exercise of this Warrant.



     7. Charges, Taxes and Expenses. Issuance of certificates for the Warrant
Shares to the Warrantholder upon the exercise of this Warrant shall be made without charge to the
Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance
of such certificates, all of which taxes and expenses shall be paid by the Company.



     8. Transfer/Assignment. Subject to the following paragraph, this Warrant
and all rights hereunder are transferable, in whole or in part, on the books of the Company by the
registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made
and delivered by the Company, of the same tenor and date as this Warrant but registered in the name
of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency
of the Company described in Section 3. All expenses (other than stock transfer taxes) and other
charges payable in connection with the preparation, execution and delivery of the new warrants
pursuant to this Section 8 shall be paid by the Company.



          The Warrant and the Warrant Shares have not been registered under the Securities Act or under
any state securities laws. The Warrantholder is (A) acquiring the Warrant pursuant to an exemption
from registration under the Securities Act and (B) shall not sell or otherwise dispose of the
Warrant or the Warrant Shares, except in compliance with the registration requirements or exemption
provisions of the Securities Act and any applicable United States securities laws.




          All certificates or other instruments representing the Warrant and the Warrant Shares will
bear a legend substantially to the following effect:





“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE
SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED, OR
(II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”



          In the event that any of the Warrant or the Warrant Shares become registered under the
Securities Act or are eligible to be transferred without restriction in accordance with Rule 144 or
another exemption from registration under the Securities Act, any new such warrant or warrants, or
other instruments representing this Warrant or the Warrant Shares, shall be issued without the
legend in this Section 8; provided that the Warrantholder surrenders to the Company this Warrant or
any other previously issued certificates or other instruments in compliance with Section 9.




     9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the
surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor
and representing the right to purchase the same aggregate number of Warrant Shares. The
Company shall maintain a




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registry showing the name and address of the Warrantholder as the registered holder of this
Warrant. This Warrant may be surrendered for exchange or exercise in accordance with its terms, at
the office of the Company, and the Company shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.




     10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond,
indemnity or security reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant, the Company shall make and deliver, in
lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of Warrant Shares as provided for in
such lost, stolen, destroyed or mutilated Warrant.



     11. Non-Business Days. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a business day, then
such action may be taken or such right may be exercised on the next succeeding day that is a
business day.



     12. Rule 144 Information. The Company covenants that it will use its
commercially reasonable efforts to timely file all reports and other documents required to be filed
by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by
the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the
request of any Warrantholder, make publicly available such information as necessary to permit sales
pursuant to Rule 144 under the Securities Act), and it will use commercially reasonable efforts to
take such further action as any Warrantholder may reasonably request, in each case to the extent
required from time to time to enable such holder to, if permitted by the terms of this Warrant and
the Exchange Agreement, sell this Warrant without registration under the Securities Act within the
limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be
amended from time to time, or (B) any successor rule or regulation hereafter adopted by the SEC.
Upon the written request of any Warrantholder, the Company will deliver to such Warrantholder a
written statement that it has complied with such requirements.



     13. Adjustments and Other Rights. The Exercise Price and the number of
Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to
time as follows; provided, that if more than one subsection of this Section 13 is applicable to a
single event, the subsection shall be applied that produces the largest adjustment and no single
event shall cause an adjustment under more than one subsection of this Section 13 so as to result
in duplication:



     (A) Stock Splits, Subdivisions, Reclassifications or Combinations. If the
Company shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares
of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater
number of shares, (iii) combine or reclassify the outstanding shares of Common Stock into a
smaller number of shares, or (iv) complete any similar transaction, the number of Warrant Shares
issuable upon exercise of this Warrant at the time of the record date for such dividend or
distribution or the effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Warrantholder after such date shall be entitled to purchase
the number of shares of Common Stock which such holder would have owned or been entitled to receive
in respect of the shares of Common Stock subject to this Warrant after such date had this Warrant
been exercised immediately prior to such date. In such event, the Exercise Price in effect at the
time of the record date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be adjusted to the number obtained by dividing
(x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant
before such adjustment and (2) the Exercise Price in effect immediately prior to the record or
effective date, as the case may be, for the dividend, distribution, subdivision, combination or
reclassification giving rise to this



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adjustment by (y) the new number of Warrant Shares issuable upon exercise of the Warrant
determined pursuant to the immediately preceding sentence. In the event that the Company makes an
extraordinary dividend (e.g., a dividend of cash, stock or other assets of the Company other than
as contemplated in this Section 13(A) and/or other than in the ordinary course of the Company’s
business and consistent with the Company’s past dividend practices, which, for the avoidance of
doubt, shall not include any cash dividends to the extent the aggregate per share dividends paid on
the outstanding Common Stock in any quarter exceeds $0.089 per share, as adjusted for any stock
split, stock dividend, reverse stock split, reclassification or similar transaction), the Exercise
Price then in effect shall be reduced proportionately; provided, that, for the avoidance of doubt,
any dividend that is required to be made pursuant to the applicable certificate of designation of
any preferred securities of the Company shall not be considered an “extraordinary dividend”.




     (B) Business Combinations. In case of any Business Combination or
reclassification of Common Stock (other than a reclassification of Common Stock referred to in
Section 13(A)), the Warrantholder’ s right to receive Warrant Shares upon exercise of this Warrant
shall be converted into the right to exercise this Warrant to acquire the number of shares of stock
or other securities or property (including cash) which the Common Stock issuable (at the time of
such Business Combination or reclassification) upon exercise of this Warrant immediately prior to
such Business Combination or reclassification would have been entitled to receive upon consummation
of such Business Combination or reclassification; and in any such case, if necessary, the
provisions set forth herein with respect to the rights and interests thereafter of the
Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably
be, to the Warrantholder’ s right to exercise this Warrant in exchange for any shares of stock or
other securities or property pursuant to this paragraph. In determining the kind and amount of
stock, securities or the property receivable upon exercise of this Warrant following the
consummation of such Business Combination, if the holders of Common Stock have the right to elect
the kind or amount of consideration receivable upon consummation of such Business Combination, then
the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed
to be the types and amounts of consideration received by the majority of all holders of the shares
of common stock that affirmatively make an election (or of all such holders if none make an
election).



     (C) Rounding of Calculations; Minimum Adjustments. All calculations under
this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest
one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the
contrary notwithstanding, no adjustment in the Exercise Price or the number of Warrant Shares into
which this Warrant is exercisable shall be made if the amount of such adjustment would be less than
$0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried
forward and an adjustment with respect thereto shall be made at the time of and together with any
subsequent adjustment which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.



     (D) Timing of Issuance of Additional Common Stock Upon Certain Adjustments.
In any case in which the provisions of this Section 13 shall require that an adjustment shall
become effective immediately after a record date for an event, the Company may defer until the
occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such
record date and before the occurrence of such event the additional shares of Common Stock issuable
upon such exercise by reason of the adjustment required by such event over and above the shares of
Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to
such Warrantholder any amount of cash in lieu of a fractional share of Common Stock; provided,
however, that the Company upon request shall deliver to such Warrantholder a due bill or other
appropriate instrument evidencing such Warrantholder’s right to receive such additional shares, and
such cash, upon the occurrence of the event requiring such adjustment.



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     (E) Other Events. For so long as Elm Ridge Value Partners, L.P., Elm Ridge
Offshore Master Fund, Ltd. or any of their Affiliates or permitted transferees holds this Warrant
or any portion thereof, if any event occurs as to which the provisions of this Section 13 are not
strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board
of Directors of the Company, fairly and adequately protect the purchase rights of the Warrant in
accordance with the essential intent and principles of such provisions, then the Board of Directors
shall make such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the
Board of Directors, to protect such purchase rights as aforesaid. The Exercise Price or the number
of Warrant Shares into which this Warrant is exercisable shall not be adjusted in the event of a
change in the par value of the Common Stock, a change in the jurisdiction of incorporation of the
Company or an issuance of Common Stock by the Company at a price below the Exercise Price.



     (F) Statement Regarding Adjustments. Whenever the Exercise Price or the
number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in
this Section 13, the Company shall forthwith file at the principal office of the Company a
statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price
that shall be in effect and the number of Warrant Shares into which this Warrant shall be
exercisable after such adjustment, and the Company shall also cause a copy of such statement to be
sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the
Company’s records.



     (G) Proceedings Prior to Any Action Requiring Adjustment. As a condition
precedent to the taking of any action which would require an adjustment pursuant to this Section
13, the Company shall take any action which may be necessary, including obtaining regulatory, New
York Stock Exchange, Nasdaq Global Select Market or other applicable national securities exchange
or shareholder approvals or exemptions, in order that the Company may thereafter validly and
legally issue as fully paid and nonassessable all shares of Common Stock that the Warrantholder is
entitled to receive upon exercise of this Warrant pursuant to this Section 13.



     (H) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be
made successively whenever an event referred to herein shall occur. If an adjustment in Exercise
Price made hereunder would reduce the Exercise Price to an amount below par value of the Common
Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the
par value of the Common Stock.



     14. No Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed hereunder by the Company,
but will at all times in good faith assist in the carrying out of all the provisions of this
Warrant and in taking of all such action as may be necessary or appropriate in order to protect the
rights of the Warrantholder.



     15. Governing Law. This Warrant will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made and to be performed
entirely within such State. To the extent permitted by applicable law, each of the Company and the
Warrantholder hereby unconditionally waives trial by jury in any civil legal action or proceeding
relating to the Warrant or the transactions contemplated hereby or thereby.



     16. Binding Effect. This Warrant shall be binding upon any successors or
assigns of the Company.



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     17. Amendments. This Warrant may be amended and the observance of any term
of this Warrant may be waived only with the written consent of the Company and the Warrantholder.



     18. Prohibited Actions. The Company agrees that it will not take any action
which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of
shares of Common Stock issuable after such action upon exercise of this Warrant, together with all
shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the
exercise of all outstanding options, warrants, conversion and other rights, would exceed the total
number of shares of Common Stock then authorized by its Articles of Incorporation.



     19. Notices. Any notice, request, instruction or other document to be given
hereunder by any party to the other will be in writing and will be deemed to have been duly given
(a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt,
or (b) on the second business day following the date of dispatch if delivered by a recognized next
day courier service. All notices hereunder shall be delivered in accordance with the information
provided below, or pursuant to such other instructions as may be designated in writing by the party
to receive such notice.


If to the Company:



United Community Banks, Inc.

P.O. Box 398

Blairsville, Georgia 30514

Attention: Rex S. Schuette, EVP and Chief Financial Officer

Phone: (706) 781-2265

Facsimile: (706) 745-9046





If to the Warrantholder, at the address of such Warrantholder as listed in the registry
maintained by the Company pursuant to Section 9, or to such other address as the
Warrantholder shall have designated by notice given to the Company.



     20. Entire Agreement. This Warrant, the forms attached hereto and the
Exchange Agreement (including all documents incorporated therein), contain the entire agreement
between the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or undertakings with respect thereto.



[Remainder of page intentionally left blank]









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Form of Notice of Exercise




Date: _________ ___,  20__



TO: United Community Banks, Inc.




RE: Election to Purchase Common Stock




     The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees
to subscribe for and purchase the number of shares of the Common Stock set forth below covered by
such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay
the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new
warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet
subscribed for and purchased, if any, should be issued in the name set forth below.



	 	 	 	 
	1. Number of Shares of Common Stock:
	 	 	 
	 	 	 	 
	 
	 	 	 
	2. Method of Payment of Exercise Price:
	 	 	 
	 
	 	 	 
	 
	 	 	 
	3. Aggregate Exercise Price:
	 	 	 
	 
	 	 	 





	 	 	 	 	 
	 	Holder:

 	 	 
	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 













 






	 	 	 	 	 




     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized
officer and delivered effective as of the date first above written.



	 	 	 	 	 
	 	UNITED COMMUNITY BANKS, INC.

 	 
	 	By:  	/s/ Rex S. Schuette
 	 
	 	 	Name:  	Rex S. Schuette 	 
	 	 	Title:  	Executive Vice President and Chief
Operating
Officer 	 



[Signature Page to Warrant]