EX-23.3


    
      

    

    Exhibit
      4.15

    

      FIRST
        SUPPLEMENTAL INDENTURE

       

      THIS
        FIRST SUPPLEMENTAL INDENTURE
        (this
“Supplemental
        Indenture”)
        is
        dated as of March 8, 2007, by and between UNITED
        COMMUNITY BANKS, INC.,
        a
        Georgia corporation, having its principal office at 63 Highway 515, Blairsville,
        Georgia 30514 (“United”),
        and
WILMINGTON
        TRUST COMPANY,
        as
        Trustee, having its principal office at Rodney Square North, 1100 North Market
        Street, Wilmington, Delaware 19890 (the “Trustee”).

       

      WHEREAS,
        Southern Bancorp, Inc., a Georgia corporation (“SBC”)
        and
        the Trustee entered into an Indenture dated as of March 9, 2004 (the
“Indenture”),
        pursuant to which the Floating Rate Junior Subordinated Debt Securities due
        March 31, 2034 (the “Securities”)
        have
        been issued by SBC; and 

       

      WHEREAS,
        on the
        date of this Supplemental Indenture, SBC has been merged with and into United,
        with United being the surviving corporation (the “Merger”),
        whereupon the separate corporate existence of SBC has ceased; and

       

      WHEREAS,
        Section
        8.1 of the Indenture requires that United expressly assume, by a supplemental
        indenture executed and delivered to the Trustee by United, the due and punctual
        payment of the principal of (and premium, if any), interest (including
        Additional Interest, if any) and Additional Sums, if any, on all of the
        Securities in accordance with their terms, and the performance of every covenant
        of the Indenture on the part of SBC to be performed or observed;
        and

       

      WHEREAS,
        Section
        9.1(1) of the Indenture authorizes, without the consent of any Holders, the
        execution of a supplemental indenture to evidence the succession of another
        Person to SBC, and the assumption by any such successor of the covenants
        of SBC
        and in the Securities under the Indenture; and

       

      WHEREAS,
        capitalized terms used and not otherwise defined herein shall have the
        respective meanings assigned to such terms in the Indenture. 

       

      NOW,
        THEREFORE,
        in
        compliance with Section 8.1 of the Indenture, and in consideration of the
        covenants contained herein and intending to be legally bound hereby, United
        and
        the Trustee, for the benefit of the Holders, agree as follows:

       

      1.    Assumption
        of Payment and Performance.
        United
        hereby expressly assumes the due and punctual payment of the principal of
        (and
        premium, if any), interest (including Additional Interest, if any) and
        Additional Sums, if any, on all of the Securities in accordance with their
        terms, and the performance of every covenant of the Indenture on the part
        of SBC
        to be performed or observed. 

       

      2.     Effect
        of Supplemental Indenture.
        Upon the
        execution of this Supplemental Indenture, (i) the Indenture has been and
        hereby
        is modified in accordance herewith; (ii) this Supplemental Indenture forms
        a
        part of the Indenture for all purposes; (iii) except as modified and amended
        by
        this Supplemental Indenture, the Indenture shall continue in full force and
        effect; (iv) the Securities shall continue to be governed by the Indenture;
        and
        (v) every Holder heretofore or hereafter under the Indenture shall be bound
        by
        this Supplemental Indenture. 

       


      
        
          
          

        

        
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      3.    Notation
        on Securities.
        Securities authenticated and delivered on or after the date hereof shall
        bear
        the following notation, which may be printed or typewritten
        thereon:

       

      “Effective
        September 5, 2006, Southern Bancorp, Inc., a Georgia corporation (“SBC”),
        was
        merged with and into United Community Banks, Inc., a Georgia corporation
        (“United”).
        Pursuant to the First Supplemental Indenture, dated as of March 8, 2007,
        United
        has assumed the obligations of SBC and the performance of every covenant
        and
        condition of the Indenture on the part of SBC to be performed or
        observed.”

       

      If
        United
        shall so determine, new Securities so modified as to conform to the Indenture
        as
        hereby supplemented, in form satisfactory to the Trustee, may at any time
        hereafter be prepared and executed by United and authenticated and delivered
        by
        the Trustee or the Authenticating Agent in exchange for the Securities then
        outstanding, and thereafter the notation herein provided shall no longer
        be
        required. Anything herein or in the Indenture to the contrary notwithstanding,
        the failure to affix the notation herein provided as to any Security or to
        exchange any Security for a new Security modified as herein provided shall
        not
        affect any of the rights of the holder of such Security. 

       

      4.    The
        Trustee.
        The
        Trustee shall not be responsible in any manner whatsoever for or in respect
        of
        the validity or sufficiency of this Supplemental Indenture or for or in respect
        of the recitals contained herein, all of which recitals are made solely by
        United. 

       

      5.    Governing
        Law.
        This
        Supplemental Indenture shall be governed by and construed in accordance with
        the
        laws of the State of New York. 

       

      6.    Successors
        and Assigns.
        This
        Supplemental Indenture shall be binding upon and inure to the benefit of
        and be
        enforceable by the respective successors and assigns of the parties hereto
        and
        the holders of any Securities then outstanding. 

       

      7.    Headings.
        The
        headings used in this Supplemental Indenture are inserted for convenience
        only
        and shall not in any way affect the meaning or construction of any provision
        of
        this Supplemental Indenture. 

       

      8.    Counterparts.
        This
        Supplemental Indenture may be executed in several counterparts, each of which
        shall be an original and all of which shall constitute one and the same
        instrument. 

       

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      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Supplemental Indenture to be duly executed
        by
        their respective officers thereunto duly authorized, as of the day and year
        first above written. 

       

       

      
        	 	
                UNITED
                  COMMUNITY BANKS, INC.

                


                


                By:
                  /s/
                  Thomas C. Gilliland   

                      
                  Thomas C. Gilliland

                      
                  Executive Vice President

                


                WILMINGTON
                  TRUST COMPANY, as Trustee, 

                and
                  not in its individual capacity

                


                


                By:
                  /s/
                  Michael G. Oller, Jr.   

                      
                  Michael G. Oller, Jr.

                      
                  Senior Financial Services Officer 

              


      

       

      
 

       

       

       

       

       

      

        [Signature
          Page for First Supplemental
          Indenture]