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                                                                    EXHIBIT 4.3

                             SYNOVUS FINANCIAL CORP.

                       4.875% Subordinated Notes Due 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                               February 18, 2003

Banc of America Securities LLC
100 North Tryon Street
Charlotte, North Carolina 28255

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Synovus Financial Corp., a corporation organized under the
laws of the State of Georgia (the "Company"), proposes to issue and sell to
certain purchasers (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $300,000,000 aggregate
principal amount of its 4.875% Subordinated Notes Due 2013 (the "Securities"),
upon the terms set forth in the Purchase Agreement between the Company and the
Initial Purchasers dated February 12, 2003 (the "Purchase Agreement") relating
to the initial placement (the "Initial Placement") of the Securities. To induce
the Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, collectively, the
"Holders"), as follows:

                  1.       Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Additional Interest" shall have the meaning set forth in
Section 8 hereof.

                   "Affiliate" shall have the meaning specified in Rule 405
under the Act and the terms "controlling" and "controlled" shall have meanings
correlative thereto.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

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                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in The City of New York.

                  "Closing Date" shall mean the date of the first issuance of
the Securities.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

                  "Final Memorandum" shall mean the offering memorandum, dated
February 12, 2003, relating to the Securities, including any and all exhibits
thereto and any information incorporated by reference therein as of such date.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of February 18, 2003, between the Company and The Bank of
New York Trust Company of Florida, N.A., as trustee, as the same may be amended
from time to time in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                  "Majority Holders" shall mean, on any date, Holders of a
majority of the aggregate principal amount of Securities registered under a
Registration Statement.

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                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that administer an underwritten
offering, if any, under a Registration Statement.

                  "NASD Rules" shall mean the Conduct Rules and the By-Laws of
the National Association of Securities Dealers, Inc.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the interest
rate step-up provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) to be issued under the New Securities Indenture.

                  "New Securities Indenture" shall mean an indenture between the
Company and the New Securities Trustee, identical in all material respects to
the Indenture (except that the interest rate step-up provisions and the transfer
restrictions shall be modified or eliminated, as appropriate), which may be the
Indenture.

                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture, which may be the Trustee.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto,
including any and all exhibits thereto and any information incorporated by
reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registrable Securities" shall mean (i) Securities other than
those that have been (A) registered under a Registration Statement and disposed
of in accordance therewith or (B) distributed to the public pursuant to Rule 144
under the Act or any successor rule or regulation thereto that may be adopted by
the Commission and (ii) any New Securities resale of which by the Holder thereof
requires compliance with the prospectus delivery requirements of the Act.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

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                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b)(ii) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "underwriter" shall mean any underwriter of Securities or New
Securities in connection with an offering thereof under a Shelf Registration
Statement.

                  2.       Registered Exchange Offer. (a) The Company shall
prepare and, not later than 90 days following the Closing Date, shall file with
the Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Company shall use its reasonable best efforts to
cause the Exchange Offer Registration Statement to become effective under the
Act within 150 days of the Closing Date.

                  (b)      Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder is not an Affiliate of the Company, acquires the New Securities
in the ordinary course of such Holder's business, has no arrangements with any
person to participate in the distribution of the New Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such New Securities from and after their
receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.

                  (c)      In connection with the Registered Exchange Offer, the
Company shall:

                           (i)      mail to each Holder a copy of the Prospectus
                  forming part of the Exchange Offer Registration Statement,
                  together with an appropriate letter of transmittal and related
                  documents;

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                           (ii)     keep the Registered Exchange Offer open for
                  not less than 20 Business Days and not more than 30 Business
                  Days after the date notice thereof is mailed to the Holders
                  (or, in each case, longer if required by applicable law);

                           (iii)    use its reasonable best efforts to keep the
                  Exchange Offer Registration Statement continuously effective
                  under the Act, supplemented and amended as required under the
                  Act to ensure that it is available for sales of New Securities
                  by Exchanging Dealers during the Exchange Offer Registration
                  Period;

                           (iv)     utilize the services of a depositary for the
                  Registered Exchange Offer with an address in the Borough of
                  Manhattan in The City of New York, which may be the Trustee,
                  the New Securities Trustee or an Affiliate of either of them;

                           (v)      permit Holders to withdraw tendered
                  Securities at any time prior to the close of business, New
                  York time, on the last Business Day on which the Registered
                  Exchange Offer is open;

                           (vi)     prior to effectiveness of the Exchange Offer
                  Registration Statement, provide a supplemental letter to the
                  Commission (A) stating that the Company is conducting the
                  Registered Exchange Offer in reliance on the position of the
                  Commission in Exxon Capital Holdings Corporation (pub. avail.
                  May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail.
                  June 5, 1991); and (B) including a representation that the
                  Company has not entered into any arrangement or understanding
                  with any person to distribute the New Securities to be
                  received in the Registered Exchange Offer and that, to the
                  best of the Company's information and belief, each Holder
                  participating in the Registered Exchange Offer is acquiring
                  the New Securities in the ordinary course of business and has
                  no arrangement or understanding with any person to participate
                  in the distribution of the New Securities; and

                           (vii)    comply in all respects with all applicable
                  laws.

                  (d)      As soon as practicable after the close of the
Registered Exchange Offer, the Company shall:

                           (i)      accept for exchange all Securities validly
                  tendered and not validly withdrawn pursuant to the Registered
                  Exchange Offer;

                           (ii)     deliver to the Trustee for cancellation in
                  accordance with Section 4(s) all Securities so accepted for
                  exchange; and

                           (iii)    cause the New Securities Trustee promptly to
                  authenticate and deliver to each Holder of Securities a
                  principal amount of New Securities equal to the principal
                  amount of the Securities of such Holder so accepted for
                  exchange.

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                  (e)      Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the Registered
Exchange Offer:

                           (i)      any New Securities received by such Holder
                  will be acquired in the ordinary course of business;

                           (ii)     such Holder will have no arrangement or
                  understanding with any person to participate in the
                  distribution of the Securities or the New Securities within
                  the meaning of the Act; and

                           (iii)    such Holder is not an Affiliate of the
                  Company.

                  (f)      If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company shall use its best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

                  3.       Shelf Registration. (a) If (i) due to any change in
law or applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 180
days of the date hereof; or (iii) any Initial Purchaser so requests with respect
to Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; or (iv) any Holder (other than an Initial Purchaser)
notifies the Company that it is not eligible to participate in the Registered
Exchange Offer; or (v) in the case of any Initial Purchaser that participates in
the Registered Exchange Offer or acquires New Securities pursuant to Section
2(f) hereof, such Initial Purchaser does not receive freely tradeable New
Securities in exchange for Securities constituting any portion of an unsold
allotment (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information

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required by Item 507 or 508 of Regulation S-K under the Act in connection with
sales of New Securities acquired in exchange for such Securities shall result in
such New Securities being not "freely tradeable"; and (y) the requirement that
an Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradeable"), the
Company shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

                  (b) (i) If requested, the Company shall as promptly as
practicable (but in no event more than 60 days after so requested pursuant to
this Section 3), file with the Commission and shall use its reasonable best
efforts to cause to be declared effective under the Act within 120 days after so
requested, a Shelf Registration Statement relating to the offer and sale of the
Securities or the New Securities, as applicable, by the Holders thereof from
time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

                      (ii)     The Company shall use its reasonable best efforts
                   to keep the Shelf Registration Statement continuously
                   effective, supplemented and amended as required by the Act,
                   in order to permit the Prospectus forming part thereof to be
                   usable by Holders for a period (the "Shelf Registration
                   Period") of (A) two years from the date the Shelf
                   Registration Statement is declared effective by the
                   Commission or (B) such shorter period that will terminate
                   when all the Securities or New Securities, as applicable,
                   covered by the Shelf Registration Statement have been sold
                   pursuant to the Shelf Registration Statement. The Company
                   shall be deemed not to have used its reasonable best efforts
                   to keep the Shelf Registration Statement effective during the
                   Shelf Registration Period if it voluntarily takes any action
                   that would result in Holders of Securities covered thereby
                   not being able to offer and sell such Securities at any time
                   during the Shelf Registration Period, unless (x) such action
                   is required by or advisable under applicable law or otherwise
                   undertaken by the Company in good faith and for valid
                   business reasons (not including avoidance of the Company's
                   obligations hereunder), including the acquisition or
                   divestiture of assets, and (y) if applicable, notice is
                   delivered pursuant to Section 4(k)(ii) hereof.

                      (iii)    The Company shall cause the Shelf Registration
                   Statement and the related Prospectus and any amendment or
                   supplement thereto, as of the effective

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                   date of the Shelf Registration Statement or such amendment or
                   supplement, (A) to comply in all material respects with the
                   applicable requirements of the Act; and (B) not to contain
                   any untrue statement of a material fact or omit to state a
                   material fact required to be stated therein or necessary in
                   order to make the statements therein (in the case of the
                   Prospectus, in the light of the circumstances under which
                   they were made) not misleading.

                  4.       Additional Registration Procedures. In connection
with any Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions shall apply.

                  (a)      The Company shall:

                           (i)      furnish to each of the Representatives and
                  to counsel for the Holders, at a reasonable time prior to the
                  filing thereof with the Commission, a copy of any Exchange
                  Offer Registration Statement and any Shelf Registration
                  Statement, and each amendment thereof and each amendment or
                  supplement, if any, to the Prospectus included therein
                  (including all documents incorporated by reference therein
                  after the initial filing) and shall use its reasonable best
                  efforts to reflect in each such document, when so filed with
                  the Commission, such comments as the Representatives
                  reasonably propose;

                           (ii)     include the information set forth in Annex A
                  hereto on the facing page of the Exchange Offer Registration
                  Statement, in Annex B hereto in the forepart of the Exchange
                  Offer Registration Statement in a section setting forth
                  details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                           (iii)    if requested by an Initial Purchaser,
                  include the information required by Item 507 or 508 of
                  Regulation S-K, as applicable, in the Prospectus contained in
                  the Exchange Offer Registration Statement; and

                           (iv)     in the case of a Shelf Registration
                  Statement, include the names of the Holders that propose to
                  sell Securities pursuant to the Shelf Registration Statement
                  as selling security holders.

                  (b)      The Company shall ensure that:

                           (i)      any Registration Statement and any amendment
                  thereto and any Prospectus forming part thereof and any
                  amendment or supplement thereto complies in all material
                  respects with the Act; and

                           (ii)     any Registration Statement and any amendment
                  thereto does not, when it becomes effective, contain an untrue
                  statement of a material fact or omit

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                  to state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading.

                  (c)      If requested, the Company shall advise the
Representatives, the Holders of Securities covered by any Shelf Registration
Statement and any Exchanging Dealer under any Exchange Offer Registration
Statement that has provided in writing to the Company a telephone or facsimile
number and address for notices that the availability of a Registration Statement
is suspended, and shall confirm such advice in writing (which notice pursuant to
clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the
use of the Prospectus until the Company shall have remedied the basis for such
suspension):

                           (i)      when a Registration Statement and any
                  amendment thereto has been filed with the Commission and when
                  the Registration Statement or any post-effective amendment
                  thereto has become effective;

                           (ii)     upon any request by the Commission for any
                  amendment or supplement to the Registration Statement or the
                  Prospectus or for additional information;

                           (iii)    upon the issuance by the Commission of any
                  stop order suspending the effectiveness of the Registration
                  Statement or the institution of any proceeding for that
                  purpose;

                           (iv)     upon the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the securities included therein for sale in
                  any jurisdiction or the institution of any proceeding for such
                  purpose; and

                           (v)      upon the happening of any event that
                  requires any change in the Registration Statement or the
                  Prospectus so that, as of such date, they (A) do not contain
                  any untrue statement of a material fact and (B) do not omit to
                  state a material fact required to be stated therein or
                  necessary to make the statements therein (in the case of the
                  Prospectus, in the light of the circumstances under which they
                  were made) not misleading.

                  (d)      The Company shall use its reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction at the earliest possible time.

                  (e)      The Company shall furnish to each Holder of
Securities covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

                  (f)      The Company shall, during the Shelf Registration
Period, deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including the
preliminary Prospectus) included in such Shelf

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Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Securities in
connection with the offering and sale of the Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

                  (g)      The Company shall furnish to each Exchanging Dealer
which so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (h)      The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i)      Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Company shall
arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall
reasonably request and shall maintain such qualification in effect so long as
required; provided that the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation or as a
broker or dealer in securities in any jurisdiction in which it is not so
qualified or to subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.

                  (j)      The Company shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

                  (k)      (i)      Upon the occurrence of any event
contemplated by subsections (c)(v) above, the Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In such circumstances,
the period of effectiveness of the Exchange Offer Registration Statement
provided for in Section 2 and the Shelf Registration Statement provided

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for in Section 3(b), as applicable, shall be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 4(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

                           (ii)     Upon the occurrence or existence of any
                  pending corporate development or any other material event
                  that, in the sole judgment of the Company, makes it
                  appropriate to suspend the availability of a Shelf
                  Registration Statement and the related Prospectus, the Company
                  shall give notice (without notice of the nature or details of
                  such events) to the Holders that the availability of the Shelf
                  Registration is suspended and, upon receipt of any such
                  notice, each Holder agrees not to sell any Registrable
                  Securities pursuant to the Shelf Registration until such
                  Holder's receipt of copies of the supplemented or amended
                  Prospectus provided for in Section 3(i) hereof, or until it is
                  advised in writing by the Company that the Prospectus may be
                  used, and has received copies of any additional or
                  supplemental filings that are incorporated or deemed
                  incorporated by reference in such Prospectus.

                  (l)      Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                  (m)      The Company shall (i) comply with all applicable
rules and regulations of the Commission and (ii) shall make generally available
to its security holders an earnings statement satisfying the provisions of
Section 11(a) of the Act as soon as practicable after the effective date of the
applicable Registration Statement; provided that the timely filing of such
information via EDGAR shall satisfy the requirement of clause (ii).

                  (n)      The Company shall cause the New Securities Indenture
to be qualified under the Trust Indenture Act in a timely manner.

                  (o)      The Company may require each Holder of securities to
be sold pursuant to any Shelf Registration Statement to furnish to the Company
such information regarding the Holder and the distribution of such securities as
the Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p)      In the case of any Shelf Registration Statement, the
Company shall enter into customary agreements (including, if requested, an
underwriting agreement in customary form reasonably satisfactory to the Company)
and take all other appropriate actions in order to expedite or facilitate the
registration or the disposition of the Securities, and in connection therewith,
if an underwriting agreement is entered into, cause the same to contain

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indemnification provisions and procedures no less favorable than those set forth
in Section 6 hereof.

                  (q)      In the case of any Shelf Registration Statement, the
                  Company shall:

                           (i)      make reasonably available for inspection by
                  the Holders of Securities to be registered thereunder, any
                  underwriter participating in any disposition pursuant to such
                  Registration Statement, and any attorney, accountant or other
                  agent retained by the Holders or any such underwriter all
                  relevant financial and other records and pertinent corporate
                  documents of the Company and its subsidiaries;

                           (ii)     cause the Company's officers, directors,
                  employees, accountants and auditors to supply all relevant
                  information reasonably requested by the Holders or any such
                  underwriter, attorney, accountant or agent in connection with
                  any such Registration Statement as is customary for similar
                  due diligence examinations;

                           (iii)    make such representations and warranties to
                  the Holders of Securities registered thereunder and the
                  underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings and covering matters including, but not
                  limited to, those set forth in the Purchase Agreement;

                           (iv)     obtain opinions of counsel to the Company
                  and updates thereof (which counsel and opinions (in form,
                  scope and substance) shall be reasonably satisfactory to the
                  Managing Underwriters, if any) addressed to each selling
                  Holder and the underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in underwritten
                  offerings and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                           (v)      obtain "comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to each
                  selling Holder of Securities registered thereunder and the
                  underwriters, if any, in customary form and covering matters
                  of the type customarily covered in "comfort" letters in
                  connection with primary underwritten offerings; and

                           (vi)     deliver such documents and certificates as
                  may be reasonably requested by the Majority Holders or the
                  Managing Underwriters, if any, including those to evidence
                  compliance with Section 4(k) and with any customary conditions
                  contained in the underwriting agreement or other agreement
                  entered into by the Company;

                                       12

<PAGE>

in each case, as shall be reasonably necessary to conduct a reasonable
investigation within the meaning of Section 11 of the Act; provided, however,
that each such party shall certify in writing to the Company that they have a
current intention to sell the Registrable Securities pursuant to the Shelf
Registration Statement; and provided further that each such party shall be
required to maintain in confidence and not to disclose to any other person any
information or records reasonably designated by the Company as being
confidential, until such time as (A) such information becomes a matter of public
record (whether by virtue of its inclusion in such Shelf Registration Statement
or otherwise), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements
of such order, and only after such person shall have given the Company prompt
prior written notice of such requirement), or (C) such information is required
to be set forth in such Shelf Registration Statement or the prospectus included
therein or in an amendment to such Shelf Registration Statement or an amendment
or supplement to such prospectus in order that such Shelf Registration
Statement, prospectus, amendment or supplement, as the case may be, complies
with applicable requirements of the federal securities laws and the rules and
regulations therein to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing. The actions set forth in clauses (iii), (iv), (v)
and (vi) of this paragraph (q) shall be performed at (A) the effectiveness of
such Registration Statement and each post-effective amendment thereto; and (B)
each closing under any underwriting or similar agreement as and to the extent
required thereunder; provided the certification set forth in the foregoing
sentence has been provided.

                  (r)      In the case of any Exchange Offer Registration
Statement, the Company shall, if reasonably requested by an Initial Purchaser,
or by a broker dealer that holds Securities that were acquired as a result of
market making or other trading activities:

                           (i)      make reasonably available for inspection by
                  the requesting party, and any attorney, accountant or other
                  agent retained by the requesting party, all relevant financial
                  and other records, pertinent corporate documents and
                  properties of the Company and its subsidiaries;

                           (ii)     cause the Company's officers, directors,
                  employees, accountants and auditors to supply all relevant
                  information reasonably requested by the requesting party or
                  any such attorney, accountant or agent in connection with any
                  such Registration Statement as is customary for similar due
                  diligence examinations;

                           (iii)    make such representations and warranties to
                  the requesting party, in form, substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings and covering matters including, but not
                  limited to, those set forth in the Purchase Agreement;

                           (iv)     obtain opinions of counsel to the Company
                  and updates thereof (which counsel and opinions (in form,
                  scope and substance) shall be reasonably satisfactory to the
                  requesting party and its counsel, addressed to the requesting

                                       13

<PAGE>

                  party, covering such matters as are customarily covered in
                  opinions requested in underwritten offerings and such other
                  matters as may be reasonably requested by the requesting party
                  or its counsel;

                           (v)      obtain "comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to the
                  requesting party, in customary form and covering matters of
                  the type customarily covered in "comfort" letters in
                  connection with primary underwritten offerings, or if
                  requested by the requesting party or its counsel in lieu of a
                  "comfort" letter, an agreed-upon procedures letter under
                  Statement on Auditing Standards No. 35, covering matters
                  requested by the requesting party or its counsel; and

                           (vi)     deliver such documents and certificates as
                  may be reasonably requested by the requesting party or its
                  counsel, including those to evidence compliance with Section
                  4(k) and with conditions customarily contained in underwriting
                  agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement, if so reasonably requested.

                  (s)      If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Company (or to such other
person as directed by the Company) in exchange for the New Securities, the
Company shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being cancelled in exchange for the New Securities. In no
event shall the Securities be marked as paid or otherwise satisfied.

                  (t)      The Company shall use its reasonable best efforts to
confirm that the ratings that will apply to the Securities will apply to the New
Securities covered by a Registration Statement, in each case at the time the New
Securities are first issued.

                  (u)      In the event that any Broker-Dealer shall underwrite
any Securities or participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the meaning of the NASD
Rules) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company shall assist such Broker-Dealer in complying with the NASD Rules.

                  (v)      The Company shall use its best efforts to take all
other steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

                                       14

<PAGE>

                  5.       Registration Expenses. The Company shall bear all
expenses incurred in connection with the performance of its obligations under
Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel (which shall initially be Cleary, Gottlieb, Steen &
Hamilton, but which may be another nationally recognized law firm experienced in
securities matters designated by the Majority Holders, such counsel to be
reasonably acceptable to the Company.

                  6.       Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each Holder of Securities or New
Securities, as the case may be, covered by any Registration Statement, each
Initial Purchaser and, with respect to any Prospectus delivery as contemplated
in Section 4(h) hereof, each Exchanging Dealer, the directors and officers of
each such Holder, Initial Purchaser or Exchanging Dealer and each person who
controls any such Holder, Initial Purchaser or Exchanging Dealer within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement as originally filed or in any
amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any
amendment thereof or supplement thereto furnished by the Company, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of any preliminary Prospectus or the Prospectus, in the
light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (1) the foregoing indemnity agreement with respect to any preliminary
Prospectus shall not inure to the benefit of any Initial Purchaser or Exchanging
Dealer from whom the person asserting any such loss, claim, damage or liability
purchased Securities, or any person controlling such Initial Purchaser or
Exchanging Dealer, if it shall be established that a copy of the Prospectus was
not sent or given by, or on behalf of, such Initial Purchaser or Exchanging
Dealer to such person, if required by law to have been so delivered, at or prior
to the written confirmation of the sale or exchange of the New Securities to
such person, and if the Prospectus would have cured the defect giving rise to
such loss, claim, damage or liability, unless such failure is a result of
noncompliance by the Company with Section 2(c) hereof and (2) no settlement
shall be effected without the written consent of the Company; and provided
further, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the party claiming
indemnification specifically for inclusion therein. This indemnity agreement
shall be in addition to any liability that the Company may otherwise have.

                  The Company also agrees to indemnify as provided in this
Section 6(a) or contribute as provided in Section 6(d) hereof to Losses of each
underwriter, if any, of Securities

                                       15

<PAGE>

or New Securities, as the case may be, registered under a Shelf Registration
Statement, their directors or officers and each person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

                  (b)      Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally and not jointly agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs such Registration
Statement and each person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability that
any such Holder or Exchanging Dealer may otherwise have.

                  (c)      Promptly after receipt by an indemnified party under
this Section 6 or notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party, to assume the defense thereof, with counsel (including
local counsel) of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any such action (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set
forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest; (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded based on the advice of counsel that there may be
legal defenses available to it and/or other indemnified parties that are
different from or additional to those available to the indemnifying party; (iii)
the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action; or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not,

                                       16

<PAGE>

without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                  (d)      In the event that the indemnity provided in paragraph
(a) or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim,
liability, damage or action) (collectively "Losses") to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall any Initial Purchaser be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth in the Final Memorandum, nor
shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the Initial Placement (before
deducting expenses) as set forth in the Final Memorandum. Benefits received by
the Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions as set forth on the cover page of the Final
Memorandum, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Securities or New Securities, as applicable,
registered under the Act. Benefits received by any underwriter shall be deemed
to be equal to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person who

                                       17

<PAGE>

controls a Holder within the meaning of either the Act or the Exchange Act and
each director and officer of such Holder shall have the same rights to
contribution as such Holder, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).

                  (e)      The provisions of this Section will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Company or any of the indemnified persons referred to in this
Section 6, and will survive the sale by a Holder of securities covered by a
Registration Statement.

                  7.       Underwritten Registrations. (a) If any of the
Securities or New Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the Managing
Underwriters shall be selected by the Majority Holders with the consent of the
Company, such consent not to be unreasonably withheld.

                  (b)      No person may participate in any underwritten
offering pursuant to any Shelf Registration Statement, unless such person (i)
agrees to sell such person's Securities or New Securities, as the case may be,
on the basis reasonably provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements; and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  8.       Additional Interest. If any of the following events
shall occur, then the Company shall pay additional interest (the "Additional
Interest") to the Holders of Securities in respect of the Securities as follows:

                  (a)      if the Exchange Offer Registration Statement or any
Shelf Registration Statement required by this Agreement is not filed with the
Commission (i) within 90 days of the Closing Date (in the case of the Exchange
Offer Registration Statement) or (ii) within 30 days of the date following a
request in accordance with Section 3(a) that such Shelf Registration Statement
be filed (in the case of any Shelf Registration Statement), then Additional
Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum
for the first 60 days from and including such specified date and by an
additional 0.25% per annum thereafter; or

                  (b)      if the Company fails to use its reasonable best
efforts to cause the Exchange Offer Registration Statement or any Shelf
Registration Statement required by this Agreement to be declared effective by
the Commission (i) within 150 days of the Closing Date (in the case of the
Exchange Offer Registration Statement) or (ii) within 120 days of the date
following a request in accordance with Section 3(a) that such Shelf Registration
Statement be filed (in the case of any Shelf Registration Statement), then
commencing on the day after such specified date, Additional Interest shall
accrue on the Registrable Securities at a rate of 0.25% per annum for the first
60 days from and including such specified date and by an additional 0.25% per
annum thereafter; or

                                       18

<PAGE>

                  (c)      if any Registration Statement required by this
Agreement has been declared effective but ceases to be effective or useable at
any time at which it is required to be effective under this Agreement, then
commencing on the day the Registration Statement ceases to be effective or
useable, Additional Interest shall accrue on the Registrable Securities at a
rate of 0.25% per annum for the first 60 days from and including such date on
which the Registration Statement ceases to be effective and by an additional
0.25% per annum thereafter;

provided, however, that (1) upon the filing of the Registration Statement (in
the case of paragraph (a) above), (2) upon the effectiveness of the Registration
Statement (in the case of paragraph (b) above), (3) upon the consummation of the
Exchange Offer (in the case of paragraph (a) above) or (4) upon the
effectiveness of the Registration Statement which had ceased to remain effective
or useable from the date of filing, effectiveness or consummation, as the case
may be (in the case of paragraph (c) above), Additional Interest shall cease to
accrue.

                  9.       No Inconsistent Agreements. The Company has not
entered into, and agrees not to enter into, any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders herein or
that otherwise conflicts with the provisions hereof.

                  10.      Amendments and Waivers. The provisions of this
Agreement may not be amended, qualified, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, unless
the Company has obtained the written consent of the Holders of a majority of the
aggregate principal amount of the Registrable Securities outstanding; provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective; provided, further, that no
amendment, qualification, supplement, waiver or consent with respect to Section
8 hereof shall be effective as against any Holder of Registered Securities
unless consented to in writing by such Holder; and provided, further, that the
provisions of this Article 10 may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Initial Purchasers and each Holder. Notwithstanding the foregoing (except the
foregoing provisos), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose
Securities or New Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or New Securities, as the case may be, being sold rather
than registered under such Registration Statement.

                  11.      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:

                  (a)      if to a Holder, at the most current address given by
such holder to the Company in accordance with the provisions of this Section 11,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indenture;

                                       19

<PAGE>

                  (b)      if to the Representatives, initially at the address
or addresses set forth in the Purchase Agreement; and

                  (c)      if to the Company, initially at its address set forth
in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  12.      Remedies. Each Holder, in addition to being entitled
to exercise all rights provided to it herein, in the Indenture or in the
Purchase Agreement or granted by law, including recovery of liquidated or other
damages, will be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive in any action for specific
performance the defense that a remedy at law would be adequate.

                  13.      Successors. This Agreement shall inure to the benefit
of and be binding upon the parties hereto, their respective successors and
assigns, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders of Securities and the New Securities,
and the indemnified persons referred to in Section 6 hereof. The Company hereby
agrees to extend the benefits of this Agreement to any Holder of Securities and
the New Securities, and any such Holder may specifically enforce the provisions
of this Agreement as if an original party hereto.

                  14.      Counterparts. This Agreement may be signed in one or
more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                  15.      Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  16.      Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The parties hereto
each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.

                  17.      Severability. In the event that any one of more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

                                       20

<PAGE>

                  18.      Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held for its own account by the Company or its
Affiliates (other than subsequent Holders of Securities or New Securities if
such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities or New Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

                                       21

<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and the several Initial Purchasers.

                                          Very truly yours,

                                          Synovus Financial Corp.


                                          By: /s/ Joseph M. Lowery
                                             ----------------------------
                                              Name: Joseph M. Lowery
                                              Title: Senior V.P.

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Banc of America Securities LLC


By: /s/ Lily Chang
   ------------------------------
   Name: Lily Chang
   Title: Principal

Salomon Smith Barney Inc.


By: /s/ Kenneth McPhail
   ------------------------------
   Name: Kenneth McPhail
   Title: Managing Director

For themselves and the other
several Initial Purchasers named
in Schedule I to the Purchase
Agreement.
<PAGE>

                                     ANNEX A

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the expiration date
and ending on the close of business one year after the expiration date, it will
make this Prospectus available to any Broker-Dealer for use in connection with
any such resale. See "Plan of Distribution".

                                       2

<PAGE>

                                     ANNEX B

                  Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".

                                       3

<PAGE>

                                     ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The company has agreed
that, starting on the expiration date and ending on the close of business one
year after the expiration date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, ______, all dealers effecting
transactions in the New Securities may be required to deliver a Prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by Brokers-Dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
Brokers or Dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resales New Securities that were received by
it for its own account pursuant to the Exchange Offer and any Broker or Dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of New Securities and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

                  For a period of one year after the expiration date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the holder of the securities) other than commissions or concessions of any
Brokers or Dealers and will indemnify the Holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under the
Act.

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508.]

                                       4

<PAGE>

                                     ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.

Name:      ____________________________
Address:   ____________________________
           ____________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

                                       1