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Non-employee Director Restricted Stock Award Agreement

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THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT ("Agreement") is made effective as of _____________________, 200__, by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the "Corporation"), and ______________________________ ("Director").


WHEREAS, Director has been awarded _______ fully paid and non-assessable shares of the Common Stock of the Corporation, par value $1.00 per share ("Restricted Shares"), pursuant to the terms and conditions of the Corporation's 2002 Long-Term Incentive Plan ("Plan") and this Agreement; and


WHEREAS, the Restricted Shares will be held in an account at Mellon Investor Services, LLC ("Mellon") for Director until the shares become transferable and non-forfeitable in accordance with the terms and conditions of the Plan and this Agreement.


NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Director hereby agrees to the following terms and conditions:


1. Transfer of Shares; Custody of Restricted Shares
------------------------------------------------


The Corporation hereby transfers the Restricted Shares to Director
subject to the terms and conditions set forth in the Plan and in this
Agreement. Effective upon the date of such transfer, Director will be
the holder of record of the Restricted Shares and will have all rights
of a shareholder with respect to such shares (including the right to
vote such shares at any meeting at which the holders of the
Corporation's Common Stock may vote, the right to receive all dividends
declared and paid upon such shares and the right to exercise any rights
or warrants issued in respect of any such shares), subject only to the
terms and conditions set forth in the Plan and in this Agreement. The
Restricted Shares will be held in an account for Director at Mellon,
who will hold the shares in accordance with the terms and conditions
set forth in the Plan and in this Agreement.


2. Restriction Against Transfer
----------------------------


Neither the Restricted Shares nor any interest in the Restricted Shares
may be sold, assigned, transferred, pledged or hypothecated or
otherwise be disposed of or encumbered except at the time(s) and under
the circumstances specifically permitted or required by this Agreement
including, but not limited to, any pledge of the Restricted Shares. In
the event of any attempt to effect any action in contravention of the
next preceding sentence, then, any provision of this Agreement to the
contrary notwithstanding, such Restricted Shares shall thereupon be
forfeited to the Corporation.


3. Forfeiture Condition
--------------------


Any Restricted Shares which do not vest pursuant to the provisions of
Section 4 below will be forfeited to the Corporation unless the
Corporation's Compensation Committee in its sole discretion determines
otherwise, as more fully provided in Section 4 below.


1


4. Vesting of Restricted Shares
----------------------------


(a) Vesting Conditions. If Director continues to serve on the Board of
Directors of the Corporation through the date(s) indicated in Column I
below, the Restricted Shares will become non-forfeitable (i.e., "vest")
to the extent indicated in Column II below:


(I) (II)
If service the % of the Restricted
continues through then Shares which vests is
----------------- -----------------------


____________, 200__ 100%


Such vesting will occur (to the extent indicated in Column (II) above)
at the close of business on the applicable date(s) indicated in Column
(I) above. Any Restricted Shares which are not vested on the date of
Director's termination of service from the Board of Directors will be
forfeited to the Corporation, unless the Compensation Committee in its
sole and exclusive discretion determines otherwise.


(b) Effect of Death (Other Than by Suicide) or Disability. If
Director's service with the Board of Directors of the Corporation
terminates by reason of Director's death (other than by suicide) or
Disability, then any Restricted Shares which are not vested at the time
of such termination will become vested automatically.

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