Exhibit 4
RESTATED ARTICLES OF INCORPORATION
OF
UNITED COMMUNITY BANKS, INC.
I.
The name of the corporation is United Community Banks, Inc.
II.
The corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code.
III.
The corporation shall have perpetual duration.
IV.
The corporation is a corporation for profit and is organized
for the following general purposes: to be a bank holding company; to
carry on any lawful businesses or activities relating thereto; and to
engage in any lawful act or activity for which corporations may be
organized under the Georgia Business Corporation Code.
V.
The corporation shall have authority to issue 10,000,000 shares
of common stock, $1.00 par value (the "Common Stock") and 10,000,000
shares of preferred stock, $1.00 par value (the "Preferred Stock").
Subject to the provisions of any applicable law or the Bylaws of the
corporation (as from time to time amended) with respect to fixing the
record date for the determination of shareholders entitled to vote, and
except as otherwise provided by any applicable law or the by the
resolution or resolutions of the Board of Directors providing for the
issue of any series of Preferred Stock, the holders of the Common Stock
shall have and possess exclusive voting power and rights for the election
of directors and for all other purposes, with each share being entitled
to one vote.
The Board of Directors is hereby expressly authorized to issue,
at any time and from time to time, shares of Preferred Stock in one or
more series. The number of shares within such series shall be designated
by the Board of Directors in one or more resolutions, and the shares of
each series so designated shall have such preferences with respect to
Common Stock and other series of Preferred Stock, and such other rights,
restrictions or limitations with respect to voting, dividends,
conversion, exchange, redemption and any other matters, as may be set
forth in one or more resolutions adopted by the Board of Directors. To
the extent required by law, Articles of Amendment setting forth any such
designations, preferences, rights, restrictions or limitations shall be
filed with the Georgia Secretary of State prior to the issuance of any
shares of such series.
The authority of the Board of Directors with respect to the
establishment of each series of Preferred Stock shall include, without
limiting the generality of the foregoing, determination of the following
matters which may vary between series:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payments of dividends on
shares of that series;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and if so, the terms of such voting
rights;
(d) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including provisions
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(e) Whether the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary
under different conditions;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and if so, the terms and
amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding-up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(h) Any other relative preferences, rights, restrictions or
limitations of that series, including but not limited to any obligations
of the corporation to repurchase shares of that series upon the
occurrence of specified events.
VI.
No holder of any of the shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise
acquire any shares of any class of the corporation which the corporation
proposes to issue or any rights or options which the corporation proposes
to grant for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or which
carry any rights, to subscribe for, purchase, or otherwise acquire shares
of any class of the corporation and any and all of such shares, bonds,
securities, or obligations of the corporation, whether now or hereafter
authorized or created, may be issued, or may be reissued if the same have
been reacquired and if their reissue is not prohibited, and any and all
of such rights and options may be granted by the Board of Directors to
such individuals and entities, and for such lawful consideration, and on
such terms, as the Board of Directors in its discretion may determine,
without first offering the same, or any thereof, to any said holder.
VII.
The corporation shall not commence business until it shall have
received at least $500.00 in payment for the issuance of shares of its
stock.
VIII.
In addition to, but not in limitation of, the general powers
conferred by law, the corporation shall have the power to make
distributions to its shareholders out of its capital surplus, to purchase
its own shares out of its unreserved and unrestricted capital surplus
available therefor, and to carry on any lawful business.