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Director Stock Purchase Plan

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SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2000


The name of this plan is the Synovus Financial Corp. Director Stock Purchase Plan (the "Plan"). The purpose of the Plan is to enable Synovus Financial Corp. ("Synovus") to promote interest in its success, growth and development by providing directors of Synovus and its subsidiaries a convenient means of purchasing shares of Synovus Common Stock in the open market, by means of voluntary contributions and 50% matching contributions from Synovus and its subsidiary Participating Companies.


ARTICLE I
DEFINITIONS


A. Synovus Common Stock: The shares of common stock of the par value of $1.00 per share of Synovus, and any shares which may be issued and exchanged for or upon a change of such shares whether in subdivision or in combination thereof and whether as a part of a classification or reclassification thereof, or otherwise.


B. Synovus: Synovus Financial Corp.


C. Company: Synovus Financial Corp.


D. Contribution Date: The date in each calendar month on which Participant contributions to the Plan shall be made.


E. Effective Date of the Plan: January 1, 2000.


F. Director: Any person who currently serves or in the future shall be elected to serve as a member, advisory member or emeritus member of the Board of Directors of one or more Participating Companies which compensates such members in fees or other cash remuneration for serving in such capacity. Persons who serve in multiple capacities as
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members of the Boards of Directors of one or more Participating Companies shall be allowed to participate in the Plan in only one such capacity, and, if such multiple capacities involve service upon Synovus' Board of Directors and another Participating Company or Participating Companies, such single participation shall be limited to participation at the Synovus level.


G. Participating Company: Synovus and each subsidiary of Synovus which compensates its Directors in fees or other cash remuneration for serving in such capacity and elects to participate in the Plan.


H. Offering Period: The last fifteen days of each calendar quarter during which Directors may elect to begin participation in the Plan.


I. Participant: A Director who shall have become a Participant in the Plan by submitting to the Agent through his Participating Company an Automatic Transfer Contribution Form and whose participation in the Plan shall not have been terminated.


J. Automatic Transfer Contribution Form: The form which a Participant must forward to the Agent through his Participating Company so as to participate in the Plan. This form shall contain a description, including the account number, of the demand deposit account maintained by the Participant with a Participating Company from which the Participant desires his Participant contribution to the Agent of the Plan to be made by automatic transfer.


K. Plan Year: The period commencing on January 1st of each year and ending on December 31st of each year.


L. Stock Share Account: The separate account which is required to be established and maintained with respect to each Participant for the purpose of recording Synovus Common Stock purchased for and allocated to the Participant under the Plan.


M. Agent of the Plan, or Agent: State Street Bank and Trust Company, as the


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Agent of the Plan, and any duly appointed successor Agent.


ARTICLE II


PARTICIPATION


A Director may become a Participant in the Plan during an Offering Period by submitting an Automatic Transfer Contribution Form to the Agent of the Plan through his or her Participating Company.


ARTICLE III


PARTICIPANT CONTRIBUTIONS


Participants may contribute to the Plan by submitting an Automatic Transfer Contribution Form to the Agent of the Plan through his or her Participating Company.


In connection with the Participant automatic transfer contribution procedure, automatic transfer contributions to the Agent of the Plan shall be made on either a monthly or a quarterly basis, as designated by the Participant, by the subsidiary bank of Synovus which maintains the demand deposit account designated by the Participant to be the source of such contributions according to the following schedule of levels of participation:


Participant
Participation Level Contribution Monthly/Quarterly
------------------- ------------ -----------------
A $ 333.33 Monthly
B $ 222.22 Monthly
C $ 111.11 Monthly
D $ 1,000.00 Quarterly


Automatic transfer contributions shall be made only on Contribution Dates. The Agent of the Plan, and the Participating Company with whom the demand deposit account to be charged with the automatic transfer is established, shall have sole and absolute discretion in the determination of the Contribution Date upon which the automatic transfer contributions of


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Participants in the Plan shall be made.


Automatic transfer contributions may be authorized only during an Offering Period and only by submitting an Automatic Transfer Contribution Form to the Agent through a Participating Company and/or the subsidiary bank of Synovus with which the Participant maintains the demand deposit account to be the source of such contributions. A Participant may change the participation level of his or her automatic transfer contribution by submitting a new Automatic Transfer Contribution Form to the Agent through the Participating Company at least fifteen days prior to a Contribution Date. Automatic Transfer Contributions may be terminated pursuant to Article XIII hereof. Each Participating Company shall remit Participant's Automatic Transfer Contributions to the Agent on the appropriate Contribution Date.


ARTICLE IV


PARTICIPATING COMPANY CONTRIBUTIONS


Participating Companies shall make contributions to the Plan for each of their Directors who are Participants in the Plan.


In connection with the Participant automatic transfer contribution procedure, Participating Company contributions to the Agent of the Plan for the Directors of such Participating Company who are Participants in the Plan shall be made on the Contribution Date, on either a monthly or a quarterly basis, in accordance with such Participant's designation for his or her Participant contribution. The automatic transfer contributions for such Participants are made according to the following schedule of levels of participation:


Participating Company Participation Level Contribution Monthly/Quarterly ------------------- -------------------- -----------------
A $ 166.67 Monthly
B $ 111.11 Monthly
C $ 55.55 Monthly
D $ 1,000.00 Quarterly


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As Participating Company contributions to the Plan must be treated by the Participants for whom such contributions are made as compensation for serving as Directors, such amount will be reflected on the Form 1099 furnished to Directors annually by their respective Participating Companies.


ARTICLE V


ADMINISTRATION OF PLAN


The Plan shall be administered by Synovus. Synovus may, from time to time, adopt rules and regulations not inconsistent with the Plan for carrying out the Plan or for providing for any and all matters not specifically covered herein.


The functions and duties of Synovus in general, are as follows:


(a) To establish rules for the administration and make interpretations
of the Plan, which rules and interpretations will apply to all
Participants similarly situated.


(b) To make provision for payment of contributions to the Agent of the
Plan.


(c) To maintain, with the assistance of the Agent of the Plan,
records, including, but not limited to, those with respect to
Participant contributions and Participating Company
contributions and dividends paid to the Agent of the Plan.


(d) To file with the appropriate governmental agencies any and all
reports and notifications required of the Plan and to provide
all Participants with any and all reports and notifications to
which they are by law entitled.


(e) To engage a certified public accountant to perform an annual
audit of the Plan.


(f) To give prompt notification to the Agent of the effectiveness,
the initiation of proceedings which could result in the
termination of effectiveness and the termination of
effectiveness of registration, exemption or qualification of
the Plan and/or the Synovus Common Stock offered thereunder
under federal and applicable state securities laws.


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(g) To receive from and,
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