exv4w1






Exhibit 4.1




EXECUTION COPY




SHAREHOLDER RIGHTS PLAN




dated as of



April 26, 2010



between



SYNOVUS FINANCIAL CORP.



and



MELLON INVESTOR SERVICES LLC,



as Rights Agent



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1. Definitions
	 	 	2	 
	SECTION 2. Other Definitional and Interpretative Provisions
	 	 	8	 
	SECTION 3. Issuance of Rights and Right Certificates.
	 	 	8	 
	SECTION 4. Form of Right Certificates
	 	 	10	 
	SECTION 5. Registration; Transfer and Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates
	 	 	11	 
	SECTION 6. Exercise of Rights
	 	 	12	 
	SECTION 7. Cancellation and Destruction of Right Certificates
	 	 	14	 
	SECTION 8. Reservation and Availability of Capital Stock
	 	 	15	 
	SECTION 9. Adjustment of Purchase Price, Number and Kind of Shares or Number
of Rights
	 	 	16	 
	SECTION 10. Certificate of Adjusted Purchase Price or Number of Shares
	 	 	19	 
	SECTION 11. Fractional Rights and Fractional Shares
	 	 	20	 
	SECTION 12. Certain Legal and Regulatory Matters
	 	 	21	 
	SECTION 13. Agreement of Right Holders
	 	 	21	 
	SECTION 14. Right Certificate Holder Not Deemed a Shareholder
	 	 	22	 
	SECTION 15. Appointment of Rights Agent
	 	 	22	 
	SECTION 16. Merger or Consolidation or Change of Name of Rights Agent
	 	 	23	 
	SECTION 17. Duties of the Rights Agent
	 	 	24	 
	SECTION 18. Change of Rights Agent
	 	 	27	 
	SECTION 19. Redemption
	 	 	27	 
	SECTION 20. Exchange
	 	 	28	 
	SECTION 21. Notice of Proposed Actions and Certain Other Matters
	 	 	29	 
	SECTION 22. Notices
	 	 	30	 
	SECTION 23. Supplements and Amendments
	 	 	31	 
	SECTION 24. Successors
	 	 	31	 
	SECTION 25. Determinations and Actions by the Board, etc
	 	 	31	 
	SECTION 26. Benefits of This Rights Plan
	 	 	32	 
	SECTION 27. Severability
	 	 	32	 
	SECTION 28. Governing Law
	 	 	32	 
	SECTION 29. Counterparts; Effectiveness
	 	 	32	 
	 
	 	 	 	 
	Exhibit A Form of Articles of Amendment to the Articles of Incorporation
	 	 	 	 
	Exhibit B Summary of Terms
	 	 	 	 
	Exhibit C Form of Right Certificate
	 	 	 	 






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SHAREHOLDER RIGHTS PLAN




     RIGHTS PLAN (this “Rights Plan”) dated as of April 26, 2010, between Synovus Financial Corp.,
a Georgia corporation (the “Company”), and Mellon Investor Services LLC (operating with the service
name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the
“Rights Agent”).



WITNESSETH




     WHEREAS, (a) the Company and certain Subsidiaries (as defined below) have generated certain
Tax Benefits (as defined below) for U.S. federal income tax purposes, (b) the Company desires to
avoid certain types of owner shifts that could cause an “ownership change” within the meaning of
Section 382 (as defined below), and thereby preserve the Company’s ability to utilize such Tax
Benefits and (c) in furtherance of such objective, the Company desires to enter into this Rights
Plan;



     WHEREAS, on April 26, 2010, the Board of Directors of the Company authorized and declared a
dividend of one preferred stock purchase right (a “Right”) for each share of Common Stock (as
defined below) outstanding at the close of business (as defined below) on April 29, 2010 (the
“Record Date”) and authorized the issuance, upon the terms and subject to the conditions herein, of
one Right (subject to adjustment) in respect of each share of Common Stock issued after the Record
Date; each Right representing the right to purchase, upon the terms and subject to the conditions
herein, one one-millionth (subject to adjustment) of a share of Preferred Stock (as defined below);



     NOW, THEREFORE, the parties hereto agree as follows:



     SECTION 1 . Definitions. The following terms, as used herein, have the following meanings:



     “Acquiring Person” means any Threshold Holder except:




     (i) the U.S. Government;




     (ii) any Exempt Person;




     (iii) any Existing Holder unless such Existing Holder’s Percentage Stock Ownership
increases on or after the Record Date, other than any increase pursuant to or as a result
of (A) a stock dividend, stock split, reverse stock split or similar transaction effected
by the Company, (B) any anti-dilution or similar adjustment in accordance with the terms
of any Company Securities or (C) any redemption or repurchase of Company Securities by the
Company;



2









 






     (iv) any Person that would qualify as a Threshold Holder as a result of a redemption
of Company Securities by the Company, unless and until such Person’s Percentage Stock
Ownership increases on or after the date of such redemption, other than any increase
pursuant to or as a result of (A) a stock dividend, stock split, reverse stock split or
similar transaction effected by the Company, (B) any anti-dilution or similar adjustment
in accordance with the terms of any Company Securities or (C) any redemption or repurchase
of Company Securities by the Company;




     (v) any Person that the Board determines, in its sole discretion, has inadvertently
become a Threshold Holder, so long as such Person (or its Associate) promptly enters into,
and delivers to the Company, an irrevocable commitment promptly to divest and thereafter
promptly divests (without exercising or retaining any power, including voting, with
respect to such securities), sufficient Company Securities so that such Person is no
longer a Threshold Holder;




     (vi) any Person that has become a Threshold Holder if the Board in good faith
determines that the attainment of such status has not jeopardized or endangered, and
likely will not jeopardize or endanger, the Company’s utilization of the Tax Benefits;
provided that such Person’s Percentage Stock Ownership does not increase following such
determination by the Board, other than any increase pursuant to or as a result of (A) a
stock dividend, stock split, reverse stock split or similar transaction effected by the
Company, (B) any anti-dilution or similar adjustment in accordance with the terms of any
Company Securities or (C) any redemption or repurchase of Company Securities by the
Company;




     (vii) any Person that Beneficially Owns at least a majority of the Common Stock
following consummation of a Qualified Offer; and




     (viii) any Strategic Investor unless such Strategic Investor’s Percentage Stock
Ownership increases on or after the Record Date, other than any increase pursuant to or as
a result of (A) a stock dividend, stock split, reverse stock split or similar transaction
effected by the Company, (B) any anti-dilution or similar adjustment in accordance with
the terms of any Company Securities or (C) any redemption or repurchase of Company
Securities by the Company.



     “Associate” means, with respect to any Person, any other Person whose Company Securities are
aggregated with the securities actually or constructively owned by the first Person pursuant to
Section 382 of the Code and the Treasury Regulations promulgated thereunder.



     A Person or group of Persons shall be deemed the “Beneficial Owner” of, and shall be deemed to
“Beneficially Own,” and shall have “Beneficial Ownership” of, any Company Securities or any Rights,
as applicable; (i) which



3









 




such Person directly owns or (ii) which such Person would be deemed to own constructively
pursuant to Section 382 of the Code and the Treasury Regulations promulgated thereunder (including
as a result of the deemed exercise of an “option” pursuant to Treasury Regulation Section
1.382-4(d) and including, without duplication, Company Securities or Rights, as applicable, owned
by any Associate of such Person); provided that a Person shall not be treated as “Beneficially
Owning” Company Securities pursuant to clause (i) above to the extent that such Person (1) does not
have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such Company Securities and (2) properly completes and timely files a Schedule
13D or Schedule 13G under the Exchange Act (or any similar or successor report), indicating that it
does not have such right or power.




     “Board” means the Board of Directors of the Company. Any approval, determination or other
action to be taken by the Board hereunder may be taken by a duly authorized committee of the Board
and any such appoval, determination or other action taken by any such committee will be considered
the approval, determination or action of the Board for purposes hereof.



     “Business Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in the States of New York, New Jersey or Georgia are authorized or obligated by law or
executive order to close.



     “close of business” on any given date means 5:00 p.m., New York City time, on such date;
provided that if such date is not a Business Day “close of business” means 5:00 p.m., New York City
time, on the next succeeding Business Day.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor
statute.



     “Common Stock” means the Common Stock, par value $1.00 per share, of the Company.



     “Company Securities” means (i) shares of Common Stock, (ii) shares of preferred stock (other
than Straight Preferred Stock) of the Company and (iii) any other interest that would be treated as
“stock” of the Company pursuant to Treasury Regulation Section 1.382-2T(f)(18).



     “Distribution Date” means the earlier of (i) the close of business on the tenth Business Day
after a Stock Acquisition Date and (ii) the close of business on the tenth Business Day (or such
later day as may be designated prior to a Stock Acquisition Date by the Board) after the date of
the commencement of a tender or exchange offer by any Person if, upon consummation thereof, such
Person would or could be an Acquiring Person; provided, however, that if either of such dates
occurs after the date of this Rights Plan and on or prior to the Record Date, then the Distribution
Date shall be the Record Date.



4









 





     “Exchange Act” means the Securities Exchange Act of 1934, as amended, unless otherwise
expressly specified.



     “Exempt Person” means the Company, any Subsidiary (in each case including, without limitation,
in any fiduciary capacity), any employee benefit plan or compensation arrangement of the Company or
any Subsidiary, or any entity or trustee holding Company Securities to the extent organized,
appointed or established by the Company or any Subsidiary for or pursuant to the terms of any such
employee benefit plan or compensation arrangement.



     “Existing Holder” means any Beneficial Owner of 5% or more of the Common Stock immediately
prior to the date of this Rights Plan.



     “Expiration Date” means the earliest of (i) the Final Expiration Date, (ii) the time at which
all Rights are redeemed as provided in Section 19 or exchanged as provided in Section 20, (iii) the
first day of a taxable year of the Company to which the Board determines that no Tax Benefits may
be carried forward and (iv) a date prior to a Stock Acquisition Date on which the Board determines,
in its sole discretion, that the Rights and the Rights Plan are no longer in the best interests of
the Company and its shareholders.



     “Final Expiration Date” means the date that is thirty-six (36) months and one day after the
date hereof; provided that if a Stock Acquisition Date occurs fewer than thirty (30) days prior to
such date, then the Final Expiration Date shall be the date that is thirty (30) days after the
Stock Acquisition Date.



     “Percentage Stock Ownership” means the percentage stock ownership interest of the Company by
reason of Beneficially Owning any Company Securities, as determined in accordance with Treasury
Regulation Sections 1.382-2(a)(3), 1.382-2T(g), (h), (j) and (k).



     “Person” means any individual, firm, corporation, partnership, trust association, limited
liability company, limited liability partnership, governmental entity, unincorporated organizations
or other legal entity, or any group of Persons making a “coordinated acquisition” of shares or
otherwise treated as an entity within the meaning of Treasury Regulation Section 1.382-3(a)(1)(i)
and shall include any successor (by merger or otherwise) of any such entity.



     “Preferred Stock” means the Participating Cumulative Preferred Stock, no par value, of the
Company, having the terms set forth in the form of the articles of amendment attached hereto as
Exhibit A.



     “Purchase Price” means the price (subject to adjustment as provided herein) at which a holder
of a Right may purchase one one-millionth of a share of Preferred Stock (subject to adjustment as
provided herein) upon exercise of a Right, which price shall initially be $12.00.



5









 





     “Qualified Offer” shall mean an offer determined by a majority of the Board to have each of
the following characteristics with respect to the Common Stock:




     (i) a tender or exchange offer for all of the outstanding shares of Common Stock at
the same per-share consideration;




     (ii) an offer that has commenced within the meaning of Rule 14d-2(a) under the
Exchange Act;




     (iii) an offer that is conditioned on a minimum of at least a majority of the
outstanding shares of the Common Stock being tendered and not withdrawn as of the offer’s
expiration date, which condition shall not be waivable;




     (iv) an offer pursuant to which the Person making such offer has announced that it
intends, as promptly as practicable upon successful completion of the offer, to consummate
a second step transaction whereby all shares of the Common Stock not tendered into the
offer will be acquired for the same form and amount of consideration per share actually
paid pursuant to the offer, subject to shareholders’ statutory appraisal rights, if any.



     “Section 382” means Section 382 of the Code, or any comparable successor provision.



     “Securities Act” means the Securities Act of 1933, as amended, unless otherwise expressly
specified.



     “Stock Acquisition Date” means the date of the first public announcement (including the filing
of a report on Schedule 13D or Schedule 13G under the Exchange Act (or any similar or successor
report)) by the Company or an Acquiring Person (or an Associate thereof) indicating that an
Acquiring Person has become such.



     “Straight Preferred Stock” means preferred stock that is not treated as stock pursuant to
Treasury Regulation Section 1.382-2(a)(3). For the avoidance of doubt, the Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, of the Company shall be treated as “Straight Preferred Stock”
for purposes of this Rights Plan.



     “Strategic Investor” means any Beneficial Owner of Company Securities that is designated as a
Strategic Investor (which designation must include a specific reference to this Rights Plan and
this definition) in an agreement between the Company and such Strategic Investor that is approved
by the Board in connection with an acquisition of Beneficial Ownership of Company Securities by
such Beneficial Owner, it being understood that such agreement may include such restrictions and
conditions, if any, as the Board may approve.



6









 





     “Subsidiary” means any other Person of which securities or other ownership interests having
ordinary voting power, in the absence of contingencies, to elect a majority of the board of
directors or other Persons performing similar functions are at the time directly or indirectly
owned by the Company.



     “Tax Benefits” means the net operating loss carryovers, capital loss carryovers, general
business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit
carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss”
within the meaning of Section 382, of the Company or any Subsidiary.



     “Threshold Holder” means (i) any Beneficial Owner of 5% or more of the Common Stock then
outstanding and (ii) any Person or group of Persons that is or becomes a “5-percent shareholder” of
the Company described in Treasury Regulation Section 1.382-2T(g)(1)(i) or (ii).



     “Trading Day” means a day on which the principal national securities exchange or
over-the-counter market on which the shares of Common Stock are listed or admitted to trading is
open for the transaction of business or, if the shares of Common Stock are not listed or admitted
to trading on any national securities exchange or over-the-counter market, a Business Day.



     “Treasury Regulation” means any final, proposed or temporary regulation of the Department of
Treasury under the Code and any successor regulation.



     “U.S. Government” means any of (i) the federal government of the United States of America,
(ii) any instrumentality or agency of the federal government of the United States of America and
(iii) any Person wholly-owned by, or the sole beneficiary of which is, the federal government of
the United States of America or any instrumentality or agency thereof.



     Each of the following terms is defined in the Section set forth opposite such term:



	 	 	 	 	 
	Term	 	Section
	Company

	 	Preamble

	Exchange Ratio

	 	 	20	 
	Record Date

	 	Recitals

	Redemption Price

	 	 	19	 
	Right

	 	Recitals

	Right Certificate

	 	 	4	 
	Rights Agent

	 	Preamble

	Rights Plan

	 	Preamble

	Trust

	 	 	20	 
	Trust Agreement

	 	 	20	 






7









 






     SECTION 2 . Other Definitional and Interpretative Provisions. The words “hereof”, “herein”
and “hereunder” and words of like import used in this Rights Plan shall refer to this Rights Plan
as a whole and not to any particular provision of this Rights Plan. The captions herein are
included for convenience of reference only and shall be ignored in the construction or
interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles,
Sections, Exhibits and Schedules of this Rights Plan unless otherwise specified. All Exhibits and
Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this
Rights Plan as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule
but not otherwise defined therein, shall have the meaning as defined in this Rights Plan. Any
singular term in this Rights Plan shall be deemed to include the plural, and any plural term the
singular. Whenever the words “include”, “includes” or “including” are used in this Rights Plan,
they shall be deemed to be followed by the words “without limitation”, whether or not they are in
fact followed by those words or words of like import. “Writing”, “written” and comparable terms
refer to printing, typing and other means of reproducing words (including electronic media) in a
visible form. References to any agreement or contract are to that agreement or contract as
amended, modified or supplemented from time to time in accordance with the terms hereof and
thereof; provided that with respect to any agreement or contract listed on any schedules hereto,
all such amendments, modifications or supplements must also be listed in the appropriate schedule.
References to any Person include the successors and permitted assigns of that Person. References
from or through any date mean, unless otherwise specified, from and including or through and
including, respectively. References to any statute, rules or regulations shall be deemed to refer
to such statute, rules or regulations as amended from time to time and to any successors thereto.



     SECTION 3 . Issuance of Rights and Right Certificates. (a) As soon as practicable after the
Record Date, the Company will send a summary of the Rights substantially in the form of Exhibit B
hereto, by first class mail, postage prepaid, to each record holder of Common Stock as of the close
of business on the Record Date. Certificates for the Common Stock issued after the Record Date but
prior to the earlier of a Distribution Date and the Expiration Date shall have printed or written
on or otherwise affixed to them a legend in substantially the following form:




This certificate also evidences certain Rights as set forth in a Rights Plan between
Synovus Financial Corp. (the “Company”) and Mellon Investor Services LLC, as Rights Agent,
dated as of April 26, 2010, and as amended from time to time (the “Rights Plan”), the
terms of which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of the Company. The Company will mail to the holder of
this certificate a copy of the Rights Plan without charge promptly after receipt of a
written request therefor. Under certain



8









 







circumstances, as set forth in the Rights Plan, such Rights may be evidenced by separate
certificates instead of by this certificate and may be redeemed or exchanged or may
expire. As set forth in the Rights Plan, Rights issued or transferred to, or Beneficially
Owned by, any Person who is, was or becomes an Acquiring Person (as such terms are defined
in the Rights Plan), whether currently Beneficially Owned by or on behalf of such Person
or by any subsequent holder, may be null and void. Rights are also subject to additional
restrictions on transfer as set forth in the Rights Plan.


In addition, the confirmation and account statements sent to holders of shares of Common Stock in
book-entry form (which shares of Common Stock shall also be deemed to represent Rights
Certificates) shall have printed or written on or otherwise affixed to them a legend in
substantially the following form:





Each share of Common Stock, par value $1.00 per share, of Synovus Financial Corp., a
Georgia corporation (the “Company”), evidences certain Rights as set forth in a Rights
Plan between the Company and Mellon Investor Services LLC, as Rights Agent, dated as of
April 26, 2010, and as amended from time to time (the “Rights Plan”), the terms of which
are hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company. The Company will mail to the holder of shares
to which this statement relates a copy of the Rights Plan without charge promptly after
receipt of a written request therefor. Under certain circumstances, as set forth in the
Rights Plan, such Rights may be evidenced by separate certificates instead of by the
 shares to which this statement relates and may be redeemed or exchanged or may expire. As
set forth in the Rights Plan, Rights issued or transferred to, or Beneficially Owned by,
any Person who is, was or becomes an Acquiring Person (as such terms are defined in the
Rights Plan), whether currently Beneficially Owned by or on behalf of such Person or by
any subsequent holder, may be null and void. Rights are also subject to additional
restrictions on transfer as set forth in the Rights Plan.



     (b) Prior to a Distribution Date, (i) the Rights will be attached to the shares of Common
Stock underlying the balances indicated in the book-entry account system of the transfer agent for
the Common Stock or, in the case of certificated shares, all Common Stock certificates representing
shares then outstanding and will not be evidenced by separate Right Certificates (as hereinafter
defined) and the registered holders of the Common Stock shall be deemed to be the registered
holders of the associated Rights, and (ii) the Rights will be transferable only in connection with
the transfer of the underlying Common Stock.



     (c) From and after a Distribution Date, the Rights will be evidenced solely by separate Right
Certificates and will be transferable only in connection



9









 




with the transfer of the Right Certificates pursuant to Section 5. As soon as practicable
after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign and the Rights Agent, if
provided with all necessary information, will send, by first class, insured, postage prepaid mail,
to each record holder of Common Stock as of the close of business on the Distribution Date (other
than any Acquiring Person or any Associate thereof), one or more Right Certificates evidencing in
the case of Common Stock, one Right (subject to adjustment as provided herein) for each share of
Common Stock so held. Until such notice is received by the Rights Agent, the Rights Agent may
presume conclusively for all purposes that the Distribution Date has not occurred. If an
adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 9,
the Company shall, at the time of distribution of the Right Certificates, make the necessary and
appropriate rounding adjustments in accordance with Section 11(a) so that Right Certificates
representing only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights, and provide the Rights Agent with a written certificate describing such
adjustments. The Company shall promptly notify the Rights Agent in writing upon the occurrence of
the Distribution Date and, if such notification is given orally, the Company shall confirm the same
in writing on or prior to the Business Day next following. Until such notice has been received by
the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.




     (d) Rights shall be issued in respect of all shares of Common Stock outstanding as of the
Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to
the earlier of a Distribution Date and the Expiration Date. In addition, in connection with the
issuance or sale of shares of Common Stock following a Distribution Date and prior to the
Expiration Date, the Company may, with respect to shares of Common Stock so issued or sold (i)
pursuant to the exercise of stock options or under any employee plan or arrangement or (ii) upon
the exercise, conversion, settlement or exchange of other securities issued by the Company prior to
the Distribution Date, and (iii) in any other case, if deemed appropriate by the Board, issue Right
Certificates representing the appropriate number of Rights in connection with such issuance or
sale; provided that no such Right Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise be made in lieu of the issuance thereof.



     SECTION 4 . Form of Right Certificates. (a) The certificates evidencing the Rights (and the
forms of assignment, election to purchase and certificates to be printed on the reverse thereof)
(the “Right Certificates”) shall be substantially in the form of Exhibit C hereto and may have such
marks of identification or designation and such legends, summaries or endorsements printed thereon
as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or
responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this
Rights Plan, or as may be required to comply with any applicable law, rule or regulation or with
any rule or regulation of any stock



10









 




exchange on which the Rights may from time to time be listed, or to conform to usage. The
Right Certificates, whenever distributed, shall be dated as of the Record Date.




     (b) The Right Certificates shall be executed on behalf of the Company by its Chief Executive
Officer, its Chairman of the Board, Chief Operating Officer or any Executive Vice President, either
manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a
facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the
Company, either manually or by facsimile signature. The Right Certificates shall be countersigned,
either manually or by facsimile signature, by the Rights Agent and shall not be valid for any
purpose unless so countersigned. In case any officer of the Company whose manual or facsimile
signature is affixed to the Right Certificates ceases to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company, such Right
Certificates may, nevertheless, be countersigned by the Rights Agent and issued and delivered with
the same force and effect as though the Person who signed such Right Certificates had not ceased to
be such officer of the Company. Any Right Certificate may be signed on behalf of the Company by
any Person who, at the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of the execution of
this Rights Plan any such Person was not such an officer.



     (c) Notwithstanding any of the provisions of this Rights Plan or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates (which do not affect the
rights, duties, liabilities or responsibilities of the Rights Agent) evidencing Rights in such form
as may be approved by its Board to reflect any adjustment or change in the Purchase Price and/or
the number or kind or class of shares of stock issuable upon exercise of the Rights made in
accordance with the provisions of this Rights Plan.



     SECTION 5 . Registration; Transfer and Exchange of Right Certificates; Mutilated, Destroyed,
Lost or Stolen Right Certificates. (a) Following a Distribution Date, receipt by the Rights Agent
of written notice to that effect and all other relevant information referred to in Section 3, the
Rights Agent shall keep or cause to be kept, at its office designated as the place for surrender of
Right Certificates upon exercise, transfer or exchange, books for registration and transfer of the
Right Certificates. Such books shall show with respect to each Right Certificate the name and
address of the registered holder thereof, the number of Rights indicated on the Right Certificate
and the certificate number.



     (b) At any time after a Distribution Date and prior to the Expiration Date, any Right
Certificate or Certificates may, upon the terms and subject to the conditions set forth in this
Rights Plan, be transferred or exchanged for another Right Certificate or Certificates evidencing a
like number of Rights as the Right Certificate or Certificates surrendered. Any registered holder
desiring to transfer or exchange any Right Certificate or Certificates shall surrender such Right



11









 




Certificate or Certificates (with, in the case of a transfer, the form of assignment and
certificate on the reverse side thereof duly executed), shall make such requests in writing
delivered to the Rights Agent, and shall surrender the Right Certificate or Certificates to be
transferred or exchanged at the office of the Rights Agent designated for such purpose. The Rights
Certificates are transferable only on the registry books of the Rights Agent. Neither the Rights
Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer
of any such surrendered Right Certificate or Certificates until the registered holder of the Rights
has complied with the requirements of Section 6(f). Upon satisfaction of the foregoing
requirements, the Rights Agent shall, subject to Sections 6(e), 6(f), 8(e), 11, 12 and 20,
countersign and deliver to the Person entitled thereto a Right Certificate or Certificates as so
requested. The Company may require payment of a sum sufficient to cover any transfer tax or other
governmental charge that may be imposed in connection with any transfer or exchange of any Right
Certificate or Certificates. The Rights Agent shall have no duty or obligation under any Section
of this Agreement requiring the payment of taxes or charges unless and until it is satisfied that
all such taxes and/or governmental charges have been paid or are not payable.




     (c) Upon receipt by the Company and the Rights Agent of evidence satisfactory to them of the
loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or
destruction, of indemnity or security satisfactory to them, and, at the Company’s request,
reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the
Company will issue and deliver a new Right Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.



     SECTION 6 . Exercise of Rights. (a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections
6(e), 6(f), 8(e), 12 and 20) in whole or in part at any time after a Distribution Date and prior to
the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase
and the certificate on the reverse side thereof properly completed and duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose, together with payment
(in lawful money of the United States of America by certified check or bank draft payable in
immediately available or next day funds to the order of the Company) of the aggregate Purchase
Price with respect to the Rights then to be exercised and an amount equal to any applicable tax or
charge. The Rights Agent shall forward any such sum collected by it to the Company or to such
Persons as the Company shall specify by written notice.



     (b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the
Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred
Stock (or make available, if the Rights Agent is the transfer agent therefor) certificates for the
total number of one one-millionths



12









 




of a share of Preferred Stock to be purchased (and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests) or (B) if the Company shall have elected to
deposit the shares of Preferred Stock issuable upon exercise of the Rights with a depositary agent,
requisition from the depositary agent depositary receipts representing interests in such number of
one one-millionths of a share of Preferred Stock to be purchased (in which case certificates for
the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent
with the depositary agent and the Company will direct the depositary agent to comply with such
request), (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of
issuance of fractional shares in accordance with Section 11 and (iii) after receipt of such
certificates or depositary receipts and cash (if any), cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate (with such certificates or receipts
registered in such name or names as may be designated by such holder). If the Company is obligated
to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company
will make all arrangements necessary so that such securities and assets are available for delivery
by the Rights Agent, if and when necessary to comply with this Rights Plan.




     (c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is
issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of
record of such Preferred Stock represented thereby on, and such certificate shall be dated, the
date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of
the Purchase Price (and any taxes or other charges) was made; provided that if the date of such
surrender and payment is a date upon which the transfer books of the Company relating to the
Preferred Stock are closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day on which the
Preferred Stock transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a
shareholder of the Company with respect to shares for which the Rights shall be exercisable,
including the right to vote, to receive dividends or other distributions or to exercise any
preemptive rights, and shall not be entitled to receive any notice of any proceedings of the
Company except as provided herein.



     (d) In case the registered holder of any Right Certificate shall exercise fewer than all the
Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining
unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the
registered holder of such Right Certificate, registered in such name or names as may be designated
by such holder, subject to the provisions of Section 11.



     (e) Notwithstanding anything in this Rights Plan to the contrary, any Rights Beneficially
Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such
or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a
transferee after a




13











 




Stock Acquisition Date of Rights owned by the relevant Acquiring Person (or
Associate thereof) on the Stock Acquisition Date or (B) becomes a transferee prior to or
concurrently with a Stock Acquisition Date and, in the case of this clause (B), receives such
Rights (I) with actual knowledge that the transferor is or was an Acquiring Person (or an Associate
of an Acquiring Person) or (II) pursuant to either (x) a transfer (whether or not for
consideration) from the Acquiring Person (or an Associate thereof) to holders of equity interests
in such Acquiring Person (or in such Associate thereof) or to any Person with whom the Acquiring
Person (or an Associate thereof) has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part
of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of
this Section 6(e), shall become null and void without any further action, and no holder of such
Rights (other than a transferee not of a type described in clause (ii)) shall have any rights
whatsoever with respect to such Rights, whether under this Rights Plan or otherwise. The Company
shall use all reasonable efforts to ensure that the provisions of this Section 6(e) are complied
with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right
Certificates or other Person as a result of the Company’s failure to make any determinations with
respect to an Acquiring Person or its Associate or any transferee of an Acquiring Person (or an
Associate thereof) hereunder.




     (f) Notwithstanding anything in this Rights Plan to the contrary, neither the Rights Agent nor
the Company shall be obligated to undertake any action with respect to any purported transfer
pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of the
applicable Rights (i) shall have properly completed and duly signed the certificate contained in
the form of assignment or election to purchase, as the case may be, set forth on the reverse side
of the Right Certificate surrendered for such transfer or exercise, as the case may be, (ii) shall
not have indicated an affirmative response to clause 1 or 2 thereof, (iii) shall be in compliance
with Section 12, (iv) shall have provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) thereof as the Company or the Rights Agent shall
reasonably request and (v) shall have paid a sum sufficient to cover any tax or charge that may be
imposed in connection with any transfer or exchange of Rights Certificates as required by Section
8(e) hereof.



     SECTION 7. Cancellation and Destruction of Right Certificates. All Right Certificates
surrendered for exercise, transfer or exchange shall, if surrendered to the Company or to any of
its agents, be delivered to the Rights
Agent in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and
no Right Certificates shall be issued in lieu thereof except as expressly permitted by this Rights
Plan. The Company shall deliver to the Rights Agent for cancellation, and the Rights Agent shall
cancel, any other Right Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all canceled Right Certificates to the Company,
or shall, at the written request of the Company, destroy or cause to be destroyed such



14









 




canceled
Right Certificates, and in such case shall deliver a certificate of destruction thereof to the
Company.




     SECTION 8. Reservation and Availability of Capital Stock. (a) The Company covenants and
agrees that it will cause to be reserved and kept available a number of authorized but not
outstanding shares of Preferred Stock sufficient to permit the exercise in full of all outstanding
Rights as provided in this Rights Plan.



     (b) So long as the Preferred Stock issuable upon the exercise of Rights may be listed on any
national securities exchange, the Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all securities reserved for such issuance to be listed on
any such exchange upon official notice of issuance upon such exercise.



     (c) The Company shall (i) file, as soon as practicable following the earliest date after a
Stock Acquisition Date and determination of the consideration to be delivered by the Company upon
exercise of the Rights in accordance with Section 9(a)(ii), or as soon as is required by law
following a Distribution Date, as the case may be, a registration statement under the Securities
Act with respect to the securities issuable upon exercise of the Rights, (ii) cause such
registration statement to become effective as soon as practicable after such filing and (iii) cause
such registration statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no
longer exercisable for such securities and (B) the Expiration Date. The Company shall also take
such action as may be appropriate to ensure compliance with the securities or blue sky laws of the
various states in connection with the exercisability of the Rights. The Company may temporarily
suspend, for a period of time not to exceed 90 days after the date set forth in Section 8(c)(i),
the exercisability of the Rights in order to prepare and file such registration statement and
permit it to become effective. Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily suspended, as well
as a public announcement when the suspension is no longer in effect. The Company shall notify the
Rights Agent whenever it makes a public announcement pursuant to this Section 8(c) and give the
Rights Agent a copy of such announcement. Notwithstanding anything contained in this Rights Plan
to the contrary, the Rights shall not be exercisable for securities in any jurisdiction if the
requisite qualification in such jurisdiction has not been obtained, such exercise is not permitted
under applicable law or a registration statement in respect of such securities has not been
declared effective.



     (d) The Company shall take all such action as may be necessary to ensure that all one
one-millionths of a share of Preferred Stock issuable upon exercise of Rights shall, at the time of
delivery of the certificates for such securities (subject to payment of the Purchase Price), be
duly authorized, validly issued, fully paid and nonassessable.



15









 





     (e) The Company shall pay when due and payable any and all taxes and charges that may be
payable in respect of the issuance or delivery of the Right Certificates and of any certificates
for Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to
pay any tax or charge that may be payable in respect of any transfer involved in the issuance or
delivery of any Right Certificates or any certificates for Preferred Stock to a Person other than
the registered holder of the applicable Right Certificate and prior to any such issuance or
delivery of any Right Certificates or any certificates for Preferred Stock, any such tax or charge
shall have been paid by the holder of such Right Certificate or it shall have been established to
the Company’s or the Rights Agent’s satisfaction that no such tax or other governmental charge is
due.



     SECTION 9. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights. (a)
(i) To preserve the actual or potential economic value of the Rights, if at any time after the date
hereof there shall be any change in the Common Stock or Preferred Stock, whether by reason of stock
dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations,
combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other
similar changes in capitalization, any distribution or issuance of cash, assets, evidences of
indebtedness or subscription rights, options or warrants to holders of Common Stock or Preferred
Stock, as the case may be (other than distribution of the Rights or regular quarterly cash
dividends) or otherwise, then, in each such event the Board shall make such appropriate adjustments
in the number of shares of Preferred Stock (or the number and kind of other securities) issuable
upon exercise of each Right (or in exchange for any Right pursuant to Section 20), the Purchase
Price and Redemption Price in effect at such time and/or the number of Rights outstanding at such
time (including the number of Rights or fractional Rights associated with each share of Common
Stock) such that following such adjustment such event shall not have had the effect of reducing or
limiting the benefits the holders of the Rights would have had absent such event. If an event
occurs that requires an adjustment under both this Section 9(a)(i) and Section 9(a)(ii), the
adjustment provided for in this Section 9(a)(i) shall be made prior to, and in addition to, any
adjustment required pursuant to Section 9(a)(ii).




     (ii) In the event that any Person becomes an Acquiring Person at any time after the
date of this Rights Plan, each holder of a Right shall (except as otherwise provided
herein, including Section 6(e)) be entitled to receive upon exercise thereof (in
accordance with the provisions of Section 6) at the then current Purchase Price such
number of one-millionths of a share of Preferred Stock equal to the result obtained by
dividing




     (x) the product obtained by multiplying the then current Purchase Price by
the number of one-millionths of a share of Preferred Stock for which a Right was
exercisable immediately prior to the occurrence of such event (such product being
from



16









 







such time on the “Purchase Price” for each Right and for all purposes of
this Rights Plan) by




     (y) 50% of the current market price per share of Common Stock (determined
pursuant to Section 9(b)(i)) on the date of the occurrence of such event.



     (b) (i) For purposes of computations hereunder other than computations made pursuant to
Section 11, the “current market price” per share of Common Stock on any date shall be the average
of the daily closing prices per share of such Common Stock at the close of the regular session of
trading for the 30 Trading Days immediately prior to but not including such date; and for purposes
of computations made pursuant to Section 11, the “current market price” per share of Common Stock
for any Trading Day shall be the closing price per share of Common Stock at the close of the
regular session of trading for such Trading Day; provided that if the current market price per
share of the Common Stock is determined during a period that is in whole or in part following the
announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common
Stock payable in shares of such Common Stock, securities exercisable for or convertible into shares
of such Common Stock (other than the Rights), or (B) any subdivision, combination or
reclassification of such Common Stock, and prior to the ex-dividend date for such dividend or
distribution or the record date for such subdivision, combination or reclassification, then, and in
each such case, the “current market price” shall be properly adjusted to take into account
ex-dividend trading. The closing price for each day shall be the last sale price, regular way, at
the close of the regular session of trading or, if no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system at the close of the regular session of trading
with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the
shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the shares of Common Stock are listed or admitted
to trading or, if the shares of Common Stock are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or such other system then in use or, if on any
such date the shares of Common Stock are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making a market in the
Common Stock selected by the Board (in each case prices which are not identified as having been
reported late to the system). If on any such date, no market maker is making a market in the
Common Stock or the Common Stock is not publicly held or not so listed or traded, the “current
market
value” of such shares on such date shall be as determined in good faith by the Board (or, if
at the time of such determination there is an Acquiring Person, by a nationally recognized
investment banking firm selected by the Board) which



17









 




determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all purposes.





     (ii) For the purpose of any computation hereunder, the “current market price” per
share of Preferred Stock shall be determined in the same manner as set forth above for the
Common Stock in Section 9(b)(i) (other than the last sentence thereof). If the current
market price per share of Preferred Stock cannot be determined in such manner, the
“current market price” per share of Preferred Stock shall be conclusively deemed to be an
amount equal to 1,000,000 (as such number may be appropriately adjusted for such events as
stock splits, reverse stock splits, stock dividends and recapitalizations with respect to
the Common Stock occurring after the date of this Rights Plan) multiplied by the current
market price per share of Common Stock (as determined pursuant to Section 9(b)(i)). For
all purposes of this Rights Plan, the “current market price” of one one-millionth of a
share of Preferred Stock shall be equal to the “current market price” of one share of
Preferred Stock divided by 1,000,000.




     (iii) For the purpose of any computation hereunder, the value of any securities or
assets other than Common Stock or Preferred Stock shall be the fair value as determined in
good faith by the Board, or, if at the time of such determination there is an Acquiring
Person, by a nationally recognized investment banking firm selected by the Board, which
determination shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes.



     (c) Notwithstanding any provision of this Rights Plan to the contrary, no adjustment of any
item described in Section 9(a)(i) (e.g., the Purchase Price, the Redemption Price, the number of
shares of Preferred Stock issuable upon exercise of the Rights, etc.) shall be required unless such
adjustment would require an increase or decrease of at least 1% in the relevant item; provided that
any adjustments which by reason of this Section 9(c) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations under this Section 9
shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or
other securities or one ten-billionth of a share of Preferred Stock, as the case may be.



     (d) All Rights originally issued by the Company subsequent to any adjustment made hereunder
shall evidence the right to purchase, at the Purchase Price then in effect, the then applicable
number of one-millionths of a share of Preferred Stock and other capital stock issuable from time
to time hereunder upon exercise of the Rights, all subject to further adjustment as provided
herein.



     (e) Irrespective of any adjustment or change in the Purchase Price or the number of
one-millionths of a share of Preferred Stock issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to express the Purchase Price per one
one-millionth of a share and the



18









 







number of shares which were expressed in the initial Right
Certificates issued hereunder.



     (f) In any case in which this Section 9 shall require that an adjustment in the Purchase Price
be made effective as of a record date for a specified event, the Company may elect to defer until
the occurrence of such event the issuance to the holder of any Right exercised after such record
date the number of one-millionths of a share of Preferred Stock or other capital stock, if any,
issuable upon such exercise over and above the number of one-millionths of a share of Preferred
Stock or other capital stock, if any, issuable upon such exercise on the basis of the Purchase
Price in effect prior to such adjustment; provided that the Company shall deliver to such holder a
due bill or other appropriate instrument evidencing such holder’s right to receive such additional
shares upon the occurrence of the event requiring such adjustment.



     (g) Anything in this Section 9 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Purchase Price, in addition to those adjustments expressly required
by this Section 9, as and to the extent that it, in its sole discretion, determines to be advisable
so that any consolidation or subdivision of the Common Stock or Preferred Stock, issuance wholly
for cash of any Common Stock or Preferred Stock at less than the current market price, issuance
wholly for cash of any Common Stock or Preferred Stock or securities which by their terms are
convertible into or exercisable for Common Stock or Preferred Stock, stock dividends or issuance of
rights, options or warrants referred to in this Section 9 hereafter made by the Company to the
holders of its Common Stock or Preferred Stock shall not be taxable to such shareholders.



     (h) The Company agrees that after a Distribution Date, it will not, except as permitted by
Sections 19, 20 or 23, take (or permit any Subsidiary to take) any action if at the time such
action is taken it is reasonably foreseeable that such action will substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.



     SECTION 10. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an
adjustment is made as provided in Section 9, the Company shall (i) promptly prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting for such adjustment,
(ii) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and
the Common Stock a copy of such certificate and (iii) mail a brief summary thereof to each holder
of a Right Certificate (or, if prior to a Distribution Date, to each holder of shares of Common
Stock in book-entry form and each holder of a certificate representing shares of Common Stock) in
the manner set forth in
Section 22. The Rights Agent shall be fully protected in relying on any such certificate and
on any adjustment or statement therein contained and shall have no duty or liability with respect
to, and shall not be deemed to have knowledge of,



19









 







any such adjustment or any such event unless and
until it shall have received such certificate.



     SECTION 11. Fractional Rights and Fractional Shares. (a) The Company is not required to
issue fractions of Rights or to distribute Right Certificates that evidence fractional Rights. In
lieu of any such fractional Rights, the Company shall pay to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be issuable an amount in
cash equal to the same fraction of the current market price of a whole Right. For purposes of this
Section 11(a), the current market price of a whole Right shall be the closing price of a Right at
the close of the regular session of trading for the Trading Day immediately prior to the date on
which such fractional Rights would otherwise have been issuable. The closing price of a Right for
any day shall be determined in the manner set forth for the Common Stock in Section 9(b)(i).



     (b) The Company is not required to issue fractions of shares of Preferred Stock (other than
fractions that are multiples of one one-millionth of a share of Preferred Stock) or to distribute
certificates that evidence fractional shares of Preferred Stock (other than fractions that are
multiples of one one-millionth of a share of Preferred Stock) upon exercise of the Rights or upon
exchange of the Rights pursuant to Section 20(a). In lieu of any such fractional shares of
Preferred Stock, the Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same fraction of the
current market price of one one-millionth of a share of Preferred Stock. For purposes of this
Section 11(b), the current market price of one one-millionth of a share of Preferred Stock shall be
one one-millionth of the closing price of a share of Preferred Stock (as determined pursuant to
Section 9(b)(ii)) for the Trading Day immediately prior to the date of such exercise.



     (c) Upon any exchange pursuant to Section 20(c), the Company is not required to issue
fractions of shares of Common Stock or to distribute certificates that evidence fractional shares
of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the
registered holders of Right Certificates at the time of the exchange as herein provided an amount
in cash equal to the same fraction of the current market price of one share of Common Stock. For
purposes of this Section 11(c), the current market price of a share of Common Stock shall be the
closing price of a share of Common Stock (as determined pursuant to Section 9(b)(i)) for the
Trading Day immediately prior to the date of such exchange.



     (d) Each holder of a Right, by his acceptance of the Right, expressly waives his right to
receive any fractional Rights or any fractional shares upon exercise or exchange of a Right except
as permitted by this Section 11.



     (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights
Agent, the Company shall (i) promptly prepare and deliver



20









 




to the Rights Agent a certificate setting
forth in reasonable detail the facts related to such payments and the prices and/or formulas
utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in
the form of fully collected funds to make such payments. The Rights Agent shall be fully protected
in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed
to have knowledge of any payment for fractional Rights or fractional shares under any Section of
this Plan relating to the payment of fractional Rights or fractional shares unless and until the
Rights Agent shall have received such a certificate and sufficient monies.




     SECTION 12. Certain Legal and Regulatory Matters. Notwithstanding anything in this Rights
Plan to the contrary, (a) no registered holder of Rights may exercise, and such Rights shall not be
exercisable so long as they are held by such holder, such Rights to the extent that such exercise
would contravene any applicable law or regulation or require any filing with, notice to or action
by or in respect of any governmental or regulatory authority, including the Board of Governors of
the Federal Reserve System, unless and until such filing, notice or action has been made, taken or
obtained and (b) no Rights may be transferred unless such transfer complies with all applicable
laws and regulations (including with respect to the identity of the proposed transferee, the manner
of transfer and any required filing with, notice to or action by or in respect of any governmental
or regulatory authority).



     SECTION 13. Agreement of Right Holders. Each holder of a Right, by his acceptance of the
Right, consents and agrees with the Company and the Rights Agent and with every other holder of a
Right that:



     (a) prior to a Distribution Date, the Rights will be evidenced by and transferable only in
connection with the transfer of Common Stock;



     (b) after a Distribution Date, the Rights will be evidenced by Right Certificates and
transferable only on the registry books of the Rights Agent pursuant to Section 5 and in compliance
with this Rights Plan (including Sections 6(e) and 12);



     (c) subject to Sections 5 and 6, the Company and the Rights Agent may deem and treat the
Person in whose name a Right Certificate is registered (or, prior to a Distribution Date, the
Person in whose name a certificate representing Common Stock is registered or, in the case of
shares of Common Stock in book-entry form, the registered holder of Common Stock) as the absolute
owner of such certificate or Common Stock and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificate or the certificate representing Common
Stock made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the
Company nor the Rights Agent, subject to the last sentence of Section 6(e), shall be affected
by any notice to the contrary; and



21









 





     (d) notwithstanding anything in this Rights Plan to the contrary, neither the Company nor the
Rights Agent shall have any liability to any holder of a Right or other Person as a result of its
inability to perform any of its obligations under this Rights Plan by reason of any preliminary or
permanent injunction or other order, judgment, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or enacted by any
governmental authority prohibiting or otherwise restraining performance of such obligation;
provided that the Company must use its reasonable best efforts to have any such injunction, order,
judgment, decree or ruling lifted or otherwise overturned as soon as possible.



     SECTION 14. Right Certificate Holder Not Deemed a Shareholder. No holder, as such, of any
Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the
holder of the shares of capital stock which may at any time be issuable on the exercise of the
Rights represented thereby, nor shall anything contained herein or in any Right Certificate be
construed to confer upon the holder of such Right Certificate any of the rights of a shareholder of
the Company (including any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, to give or withhold consent to any corporate action, to
receive notice of meetings or other actions affecting shareholders (except as provided in Section
21), or to receive dividends or subscription rights, or otherwise until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with the provisions
hereof.



     SECTION 15. Appointment of Rights Agent. (a) The Company hereby appoints the Rights Agent to
act as agent for the Company in accordance with the express terms and conditions hereof (and no
implied terms or conditions), and the Rights Agent hereby accepts such appointment. The Company
may from time to time appoint such co-rights agents as it may deem necessary or desirable. If the
Company appoints one or more co-rights agents, the respective duties of the Rights Agent and any
co-rights agents shall be as the Company shall determine; provided, however, that
the Rights Agent shall have no duty to supervise, and in no event shall be liable for, the acts or
omissions of any such co-rights agent.



     (b) The Company shall pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the preparation, negotiation,
delivery, amendment, execution or administration of this Rights Plan and the exercise and
performance of its duties hereunder. The Company also shall indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost or expense (including, without limitation, the
reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith
or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined
by a final, non-appealable judgment of a court of



22









 




competent jurisdiction) on the part of the Rights
Agent, for any action taken, suffered or omitted to be taken by the Rights Agent in connection with
the acceptance, administration, exercise and performance of its duties under this Rights Plan,
including the costs and expenses of defending against any claim of liability arising therefrom.
The provisions of this Section 15 and Section 17 below shall survive the termination of this Rights
Plan, the exercise or expiration of the Rights and the resignation, replacement or removal of the
Rights Agent.




     (c) The Rights Agent shall be authorized and protected and shall incur no liability for, or in
respect of any action taken, suffered or omitted to be taken by it in the absence of gross
negligence, bad faith or willful misconduct in connection with, its acceptance and administration
of this Plan and the exercise and performance of its duties hereunder in reliance upon any Right
Certificate or certificate for the Preferred Stock, the Common Stock, or for any other securities
of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement or other paper or document reasonably
believed by it to be genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons, or otherwise upon the advice or opinion of counsel
as set forth in Section 17 hereof. The Rights Agent shall not be deemed to have knowledge of any
event of which it was supposed to receive notice thereof hereunder but as to which no notice was
provided, and the Rights Agent shall be fully protected and shall incur no liability for failing to
take any action in connection therewith unless and until it has received such notice.



     SECTION 16. Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into
or with which the Rights Agent or any successor Rights Agent may be merged, consolidated or
combined, any Person resulting from any merger, consolidation or combination to which the Rights
Agent or any successor Rights Agent shall be a party, or any Person succeeding to the shareholder
services or stock transfer businesses of the Rights Agent or any successor Rights Agent, shall be
the successor to the Rights Agent under this Rights Plan without the execution or filing of any
paper or any further act on the part of any party hereto; provided that such Person would be
eligible for appointment as a successor Rights Agent under the provisions of Section 18. If at the
time such successor Rights Agent succeeds to the agency created by this Rights Plan any of the
Right Certificates have been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of a predecessor Rights Agent and deliver such Right Certificates so
countersigned; and if at that time any of the Right Certificates have not been countersigned, any
successor Rights Agent may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates and in this Rights
Plan.



     (b) If at any time the name of the Rights Agent shall be changed and at such time any of the
Right Certificates have been countersigned but not delivered,



23









 




the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so countersigned; and if at
that time any of the Right Certificates have not been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or its changed name; and in all such
cases such Right Certificates shall have the full force provided in the Right Certificates and in
this Rights Plan.




     SECTION 17. Duties of the Rights Agent. The Rights Agent undertakes the duties and
obligations expressly imposed by this Rights Plan (and no implied duties) upon the following terms
and conditions, by all of which the Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:



     (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the advice or opinion of such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken, suffered or omitted to be taken by it in the
absence of gross negligence, bad faith or willful misconduct and in accordance with such advice or
opinion.



     (b) Whenever in the performance of its duties under this Rights Plan the Rights Agent deems it
necessary or desirable that any fact or matter (including the identity of any “Acquiring Person”
and the determination of “current market price”) be proved or established by the Company prior to
taking, suffering or omitting to take any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the Chief Executive Officer, the Chairman of the
Board, the Chief Operating Officer or any Executive Vice President, the Secretary or any Assistant
Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and
complete authorization and protection to the Rights Agent for any action taken, suffered or omitted
to be taken by it under the provisions of this Rights Plan in reliance upon such certificate.



     (c) The Rights Agent shall be liable hereunder to the Company and any other Person only for
its own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or
willful misconduct must be determined by a final, non-appealable judgment of a court of competent
jurisdiction). Anything to the contrary notwithstanding, in no event shall the Rights Agent be
liable for special, punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised
of the likelihood of such loss or damage. Any liability of the Rights Agent under this Plan will
be limited in the aggregate to an amount equal to $500,000.



     (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Rights Plan or in the Right
Certificates (except its countersignature thereof) or be required to verify the same,



24









 







but all
such statements and recitals are and shall be deemed to have been made by the Company only.



     (e) The Rights Agent shall not have any liability for or be under any responsibility (i) in
respect of the validity of this Rights Plan or the execution and delivery hereof (except the due
execution hereof by the Rights Agent) or in respect of the validity or execution of any Right
Certificate (except its countersignature thereof), (ii) for any breach by the Company of any
covenant or failure by the Company to satisfy any condition contained in this Rights Plan or in any
Right Certificate, (iii) for any change in the exercisability of the Rights (including the Rights
becoming null and void pursuant to Section 6(e)) or (iv) for any change or adjustment in the terms
of the Rights (including the manner, method or amount thereof) provided herein or the ascertaining
of the existence of facts that would require any such adjustment (except with respect to the
exercise of Rights evidenced by Right Certificates after actual notice of any such adjustment).
The Rights Agent shall not by any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of any shares of Preferred Stock or other securities to be
issued pursuant to this Rights Plan or any Right Certificate or as to whether any shares of
Preferred Stock or other securities will, when issued, be duly authorized, validly issued, fully
paid and nonassessable.



     (f) The Company agrees that it will perform, execute, acknowledge and deliver, or cause to be
performed, executed, acknowledged and delivered, all such acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent
of the provisions of this Rights Plan.



     (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from the Chief Executive Officer, the Chairman of the
Board, the Chief Operating Officer or any Executive Vice President, or the Secretary of the
Company, and to apply to such officers for advice or instructions in connection with its duties,
and such instructions shall be full authorization and protection to the Rights Agent and the Rights
Agent shall not be liable for any action taken, suffered or omitted to be taken in accordance with
instructions of any such officer. The Rights Agent shall be fully authorized and protected in
relying upon the most recent instructions received by any such officer. Any application by the
Rights Agent for written instructions from the Company will be provided to the Company in the
manner set forth in Section 22 and may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken, suffered or omitted by the Rights Agent under this Rights Plan and the
date on and/or after which such action shall be taken or suffered or such omission shall be
effective. The Rights Agent shall not be liable for any action taken or suffered by, or omission
of, the Rights Agent in accordance with a proposal included in any such application on or after the
date specified in such application (which date shall not be less than five Business Days
after, but not including, the date the Company actually receives such application,



25









 




unless the
Company shall have consented in writing to an earlier date) unless, prior to taking any such action
(or the effective date in the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken, suffered or omitted
to be taken.




     (h) The Rights Agent and any shareholder, affiliate, director, officer, agent or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or
become pecuniarily interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely as though it were
not the Rights Agent under this Rights Plan. Nothing herein shall preclude the Rights Agent or any
stockholder, affiliate, director, officer, agent or employee from acting in any other capacity for
the Company or for any other Person.



     (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself (through its directors, officers and employees) or by
or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the
Company or to any holders of Rights resulting from any such act, default, neglect or misconduct;
provided that reasonable care was exercised in the selection and continued employment thereof.



     (j) No provision of this Rights Plan shall require the Rights Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights if there shall be reasonable grounds for believing that repayment
of such funds or adequate indemnification against such risk or liability is not reasonably assured
to it.



     (k) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate attached to the form of assignment or form of election to purchase, as
the cases may be, has either not been completed or indicates an affirmative response to clause 1 or
2 thereof, the Rights Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company.



     (l) The Rights Agent shall be protected and shall incur no liability for or in respect of any
action taken, suffered or omitted to be taken by it in connection with the administration of this
Rights Plan or the exercise or performance of its duties hereunder in reliance upon any Right
Certificate or certificate for Common Stock or for other securities of the Company, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction,
direction, consent, certificate, statement or other paper or document reasonably believed by it to
be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper
Person or Persons.



26









 





     SECTION 18. Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Rights Plan upon 30 days’ notice to the Company
and to each transfer agent of the Common Stock and Preferred Stock. The Company may remove the
Rights Agent or any successor Rights Agent upon 30 days’ notice to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred
Stock by registered or certified mail, and, after a Distribution Date, to the holders of the Right
Certificates. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company fails to make such
appointment within a period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the registered holder of any Right Certificate may
apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person
organized, in good standing and doing business under the laws of the United States or of any state
of the United States, authorized under such laws to exercise stock transfer or corporate trust
powers and is subject to supervision or examination by federal or state authority and which has at
the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000
or (b) an affiliate of such Person described in clause (a). After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the Company shall file notice
thereof with the predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock, and, subsequent to a Distribution Date, mail a notice thereof to the registered
holders of the Right Certificates. Failure to give any notice provided for in this Section 18, or
any defect therein, shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may be.



     SECTION 19. Redemption. (a) At any time prior to a Distribution Date, the Board may, at its
option, redeem all but not fewer than all of the then outstanding Rights at a redemption price of
$0.000001 per Right, as such amount may be appropriately adjusted pursuant to Section 9(a)(i) (such
redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the
Rights may be made effective at such time, on such basis and with such conditions as the Board in
its sole discretion may establish. The Redemption Price shall be payable, at the option of the
Company, in cash, shares of Common Stock, or such other form of consideration as the Board shall
determine.



27









 





     (b) Immediately upon the action of the Board electing to redeem the Rights (or at such later
time as the Board may establish for the effectiveness of such redemption) and without any further
action and without any notice, the right to exercise the Rights will terminate and thereafter the
only right of the holders of Rights shall be to receive the Redemption Price for each Right so
held. The Company shall promptly thereafter give prompt written notice of such redemption to the
Rights Agent and the holders of the Rights in the manner set forth in Section 22; provided that the
failure to give, or any defect in, such notice shall not affect the validity of such redemption.
Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the
holder receives the notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made.



     SECTION 20. Exchange. (a) At any time on or after a Stock Acquisition Date, with respect to
all or any part of the then outstanding and exercisable Rights (which shall not include Rights that
have become null and void pursuant to Section 6(e) or which are not exercisable pursuant to Section
12), the Board may, at its option, exchange for each Right one one-millionth of a share of
Preferred Stock, subject to adjustment pursuant to Section 9(a)(i) (such exchange ratio being
hereinafter referred to as the “Exchange Ratio”). The exchange of the Rights by the Board may be
made effective at such time, on such basis and with such conditions as the Board in its sole
discretion may establish.



     (b) Immediately upon the effectiveness of the action of the Board to exchange any Rights
pursuant to Section 20(a) (or at such later time as the Board may establish) and without any
further action and without any notice, the right to exercise such Rights will terminate and
thereafter the only right of a holder of such Rights shall be to receive that number of fractional
shares of Preferred Stock equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly thereafter give written notice of such exchange to the
Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 22;
provided that the failure to give, or any defect in, such notice shall not affect the validity of
such exchange. Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of exchange will state the method
by which the exchange of Rights for fractional shares of Preferred Stock will be effected and, in
the event of any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than Rights which have
become null and void pursuant to Section 6(e) or which are not exercisable pursuant to Section 12)
held by each holder of Rights.



     (c) In lieu of exchanging all or any part of the then outstanding and exercisable Rights for
fractional shares of Preferred Stock in accordance with Section 20(a), the Board may, at its
option, exchange any such Rights (which shall not include Rights that have become null and void
pursuant to Section 6(e) or which are not exercisable pursuant to Section 12) for shares of Common
Stock



28









 




at an exchange ratio of one share of Common Stock per Right, as may be adjusted pursuant to
Section 9(a)(i).




     (d) Prior to effecting an exchange pursuant to this Section 20, the Board may direct the
Company to enter into a Trust Agreement in such form and with such terms as the Board shall then
approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust
Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the
fractional shares of Preferred Stock, or shares of Common Stock or other securities, if any,
issuable pursuant to the exchange, and all Persons entitled to receive shares or other securities
pursuant to the exchange shall be entitled to receive such shares or other securities (and any
dividends or distributions made thereon after the date on which such shares or other securities are
deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and
provisions of the Trust Agreement.



     SECTION 21. Notice of Proposed Actions and Certain Other Matters. (a) If the Company
proposes, at any time after a Distribution Date, (i) to pay any dividend payable in stock of any
class or to make any other distribution (other than a regular quarterly cash dividend out of
earnings or retained earnings of the Company) to the holders of Preferred Stock, (ii) to offer to
the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any class or any other securities,
rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a
reclassification involving only the subdivision or combination of outstanding shares of Preferred
Stock), (iv) to effect, or permit any Subsidiary to effect, any consolidation, merger or
combination with any other Person, or to effect any sale or other transfer, in one transaction or a
series of related transactions, of assets or earning power aggregating more than 50% of the assets
or earning power of the Company and Subsidiaries, taken as a whole, or (v) to effect the
liquidation, dissolution or winding-up of the Company, then, in each such case, the Company shall
give to the Rights Agent and each holder of a Right, in accordance with Section 22 hereof, a notice
of such proposed action specifying the record date for the purposes of any such dividend,
distribution or offering of rights or warrants, or the date on which any such reclassification,
consolidation, merger, combination, sale, transfer, liquidation, dissolution or winding-up is to
take place and the date of participation therein by the holders of Preferred Stock, if any such
date is to be fixed, and such notice shall be so given in the case of any action covered by Section
21(a)(i) or Section 21(a)(ii) above at least 20 days prior to the record date for determining
holders of the Preferred Stock entitled to participate in such dividend, distribution or offering,
and in the case of any such other action, at least 20 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of Preferred Stock, whichever
shall be earlier. The failure to give notice required by this Section or any defect therein shall
not affect the legality or validity of the action taken by the Company or the vote upon any such
action.



29









 





     (b) The Company shall as soon as practicable after a Stock Acquisition Date give to each
holder of a Right and the Rights Agent, in accordance with Section 22, a notice of the occurrence
of such event, which shall specify the event and the consequences of the event to holders of Rights
under Section 9.



     SECTION 22. Notices. Except as set forth below, all notices, requests and other
communications to any party hereunder and to the holder of any Right shall be in writing (including
facsimile transmission) unless otherwise expressly specified herein. Notices or demands authorized
by this Rights Plan to be given or made to or on the Company or (subject to Section 18) the Rights
Agent shall be sufficiently given or made if sent by overnight delivery service or registered or
certified mail (postage prepaid) to the addresses set forth below (or such other address as such
party specifies in writing to the other party) or by facsimile transmission to the numbers set
forth below (or such other number as such party specifies in writing to the other party):



     if to the Company, to:


Synovus Financial Corp.

1111 Bay Avenue, Suite 500

Columbus, GA 31901

Attention: General Counsel

Telephone: (706) 644-4982

Facsimile: (706) 644-1957




     with a copy to:


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: William L. Taylor

Telephone: (212) 450-4133

Facsimile: (212) 701-5800




     if to the Rights Agent, to:


BNY Mellon Shareowner Services

600 N. Pearl, Suite 1010

Dallas, TX 75201

Attention: David Cary, Relationship Manager

Telephone: (214) 922-4457

Facsimile: (214) 922-4466




     with a copy to:


BNY Mellon Shareowner Services

480 Washington Blvd




30









 







29th Floor

Jersey City, NJ 07310

Attention: Legal Department



Except as otherwise expressly set forth in this Rights Plan, notices or demands authorized by this
Rights Plan to be given or made by the Company or the Rights Agent to the holder of any Right
Certificate or any certificate representing Common Stock is sufficiently given or made if sent by
first class mail (postage prepaid) to each record holder of such Certificate or certificate at the
address of such holder shown on the registry books of the Company. Notwithstanding anything in
this Rights Plan to the contrary, prior to a Distribution Date a public filing by the Company with
the Securities and Exchange Commission shall constitute sufficient notice to the holders of
securities of the Company, including the Rights, for purposes of this Rights Plan and no other
notice need be given to such holders.




     SECTION 23. Supplements and Amendments. Except as otherwise provided in this Section 23, at
any time on or prior to a Distribution Date, the Company may, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of this Rights Plan in any respect without
the approval of any holders of Rights, any such supplement or amendment to be evidenced by a
writing signed by the Company and the Rights Agent. At any time after the occurrence of a
Distribution Date, the Company may, and the Rights Agent shall if the Company so directs,
supplement or amend this Rights Plan without the approval of any holders of Rights, any such
supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent;
provided, however, that no such supplement or amendment may (a) adversely affect the interests of
the holders of Rights as such (other than with respect to Rights Beneficially Owned by an Acquiring
Person), (b) cause this Rights Plan again to become amendable other than in accordance with this
sentence or (c) cause the Rights again to become redeemable. Upon the delivery of a certificate
from the Chief Executive Officer, the Chairman of the Board, the Chief Operating Officer, any
Executive Vice President, the Secretary or any Assistant Secretary of the Company stating that the
proposed supplement or amendment is in compliance with the terms of this Rights Plan, the Rights
Agent shall execute such supplement or amendment. Notwithstanding anything contained in this
Rights Plan to the contrary, the Rights Agent may, but shall not be obligated to, enter into any
supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or
immunities under this Rights Plan.



     SECTION 24. Successors. All the covenants and provisions of this Rights Plan by or for the
benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.



     SECTION 25. Determinations and Actions by the Board, etc. The Board shall have the exclusive
power and authority to administer this Rights Plan and to exercise all rights and powers
specifically granted to the Board or to the Company,



31









 




or as may be necessary or advisable in the administration of this Rights Plan, including the
right and power to (i) interpret the provisions of this Rights Plan and (ii) make all
determinations deemed necessary or advisable for the administration of this Rights Plan (including
a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the
Rights Plan). All such actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made
by the Board in good faith shall be (x) final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other parties and (y) not subject the Board to any
liability to the holders of the Rights. The Rights Agent is entitled always to presume that the
Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.




     SECTION 26. Benefits of this Rights Plan. Nothing in this Rights Plan shall be construed to
give to any Person other than the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to a Distribution Date, the certificates representing Common Stock and, in
the case of uncertificated shares, shares of Common Stock in book-entry form) any legal or
equitable right, remedy or claim under this Rights Plan; but this Rights Plan shall be for the sole
and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to a Distribution Date, the certificates representing Common Stock and, in
the case of uncertificated shares, shares of Common Stock in book-entry form).



     SECTION 27. Severability. If any term, provision, covenant or restriction of this Rights
Plan is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Rights
Plan shall remain in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that, if such excluded provision shall affect the
rights, immunities, duties or obligations of the Rights Agent hereunder, the Rights Agent shall be
entitled to resign immediately.



     SECTION 28. Governing Law. This Rights Plan, each Right and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of Georgia and for all
purposes shall be governed by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State; provided, however,
that all provisions, regarding the rights, duties, obligations and liabilities of the Rights Agent
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 entirely within such State.



     SECTION 29. Counterparts; Effectiveness. This Rights Plan may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute one and the same instrument and shall become
effective when each



32









 




party hereto shall have received a counterpart hereof signed by all of the other parties
hereto.




     SECTION 30. Force Majeure. Notwithstanding anything to the contrary contained herein, the
Rights Agent shall not be liable for any delays or failures in performance resulting from acts
beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage
of supply, breakdowns or malfunctions, interruptions or malfunctions or computer facilities, or
loss of data due to power failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war or civil unrest.



[Remainder of Page Intentionally Left Blank]






33









 








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



	 	 	 	 	 
	 	SYNOVUS FINANCIAL CORP.

 	 
	 	By:  	/s/ Thomas J. Prescott
 	 
	 	 	Name:  	Thomas J. Prescott 	 
	 	 	Title:  	Executive Vice President
and Chief Financial Officer 	 
	 
	 	MELLON INVESTOR SERVICES LLC

 	 
	 	By:  	/s/ David Cary
 	 
	 	 	Name:  	David Cary 	 
	 	 	Title:  	Relationship Manager 	 
	 




34












 





EXHIBIT A




ARTICLES OF AMENDMENT

TO

THE ARTICLES OF INCORPORATION

OF

SYNOVUS FINANCIAL CORP.




1.



     The name of the corporation is “Synovus Financial Corp.”



2.




     The Articles of Incorporation, as amended, of the Corporation are amended by adding to the end
of Article 4 the heading “Creation of Series B Participating Cumulative Preferred Stock” and
thereafter the powers, rights, and preferences, and the qualifications, limitations, and
restrictions thereof, of the Series B Participating Cumulative Preferred Stock are as set forth in
Exhibit A attached hereto.



3.




     The foregoing amendments were adopted on April 26, 2010.



4.




     The foregoing amendments were duly adopted by the Board of Directors of Synovus Financial
Corp. without shareholder action. The foregoing amendments did not require shareholder action.



     IN WITNESS WHEREOF, Synovus Financial Corp. has caused these Articles of Amendment to be
executed as of April 26, 2010.



	 	 	 	 	 	 	 

	 	 	SYNOVUS FINANCIAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






A-1









 





EXHIBIT A




DESIGNATIONS, POWERS, PREFERENCES, LIMITATIONS,

RESTRICTIONS AND RELATIVE RIGHTS




OF



SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK



OF



SYNOVUS FINANCIAL CORP.



     Section 1. Designation and Number of Shares. The shares of such series shall be designated
as “Series B Participating Cumulative Preferred Stock” (the “Series B Preferred Stock”), and the
number of shares constituting such series shall be 2,500.



     Section 2. Dividends and Distributions. (a) Subject to the prior and superior rights of the
holders of any shares of any class or series of stock of the Corporation ranking prior and superior
to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of
Series B Preferred Stock, in preference to the holders of shares of any class or series of stock of
the Corporation ranking junior to the Series B Preferred Stock in respect thereof, shall be
entitled to receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, regular quarterly dividends payable on such dates each year as
designated by the Board of Directors (each such date being referred to herein as a “Quarterly
Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first
issuance of any share or fraction of a share of Series B Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) the Multiplier Number (as
defined below) times the aggregate per share amount of all cash dividends or other distributions
and the Multiplier Number times the aggregate per share amount of all non-cash dividends or other
distributions (other than (A) a dividend payable in shares of Common Stock, par value $1 per share,
of the Corporation (the “Common Stock”) or (B) a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. As
used herein, the “Multiplier Number” shall be 1,000,000; provided that if, at any time after April
26, 2010, there shall be any change in the Common Stock, whether by reason of stock dividends,
stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or
exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in
capitalization, or any distribution or issuance of shares of its capital stock in a merger, share
exchange, reclassification, or change of the outstanding shares of Common Stock, then in each such
event



A-2









 




the Board of Directors shall adjust the Multiplier Number to the extent appropriate such that
following such adjustment each share of Series B Preferred Stock shall be in the same economic
position as prior to such event.




     (b) The Corporation shall declare a dividend or distribution on the Series B Preferred Stock
as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common
Stock (other than as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no
dividend or distribution shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with
respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any
share or fraction of a share of Series B Preferred Stock and such first Quarterly Dividend Payment
Date), a dividend of $1.00 per share on the Series B Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.



     (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B
Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issuance
of such shares of Series B Preferred Stock, unless the date of issuance of such shares is on or
before the record date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue and be cumulative from the date of issue of such shares, or
unless the date of issue is a date after the record date for the determination of holders of shares
of Series B Preferred Stock entitled to receive a quarterly dividend and on or before such
Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on shares of Series B Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix
a record date for the determination of holders of shares of Series B Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record date shall not be more
than 60 days prior to the date fixed for the payment thereof.



     Section 3. Voting Rights. In addition to any other voting rights required by law, the
holders of shares of Series B Preferred Stock shall have the following voting rights:



     (a) Each share of Series B Preferred Stock shall entitle the holder thereof to a number of
votes equal to the Multiplier Number on all matters submitted to a vote of shareholders of the
Corporation.



     (b) Except as otherwise provided herein or by law, the holders of shares of Series B Preferred
Stock and the holders of shares of Common Stock shall vote together as a single class on all
matters submitted to a vote of shareholders of the Corporation.



A-3









 





     (c) (i) If at any time dividends on any Series B Preferred Stock shall be in arrears in an
amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a “default period”) which shall extend until such time when
all accrued and unpaid dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series B Preferred Stock then outstanding shall have
been declared and paid or set apart for payment. During each default period, all holders of Series
B Preferred Stock and any other series of Preferred Stock then entitled as a class to elect
directors, voting together as a single class, irrespective of series, shall have the right to elect
two Directors.



     (ii) During any default period, such voting right of the holders of Series B Preferred Stock
may be exercised initially at a special meeting called pursuant to Section 3(c)(iii) hereof or at
any annual meeting of shareholders, and thereafter at annual meetings of shareholders; provided
that neither such voting right nor the right of the holders of any other series of Preferred Stock,
if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless
the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or
by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by
holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred
Stock shall initially exercise such voting right, they shall have the right, voting as a class, to
elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to
two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the
number which may be so elected at any special meeting does not amount to the required number, the
holders of the Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required number. After the
holders of the Preferred Stock shall have exercised their right to elect Directors in any default
period and during the continuance of such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with the Series B Preferred Stock.



     (iii) Unless the holders of Preferred Stock shall have previously exercised their right to
elect Directors during an existing default period, the Board of Directors may order, or any
shareholder or shareholders owning in the aggregate not less than 10% of the total number of shares
of Preferred Stock outstanding, irrespective of series, may request, the calling of a special
meeting of holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of
the Board, the Chief Executive Officer, the Chief Operating Officer, any Executive Vice President
or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled to vote pursuant to this Section 3(c)(iii) shall be given
to each holder of record of Preferred Stock by mailing such notice to him at the address of such
holder shown on the registry books of the Corporation. Such meeting shall be called for a time not
earlier than 20 days and not later than 60 days after such



A-4









 




order or request or in default of the calling of such meeting within 60 days after such order
or request, such meeting may be called on similar notice by any shareholder or shareholders owning
in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding,
irrespective of series. Notwithstanding the provisions of this Section 3(c)(iii), no such special
meeting shall be called during the period within 60 days immediately preceding the date fixed for
the next annual meeting of shareholders.




     (iv) In any default period, the holders of Common Stock, and other classes of stock of the
Corporation if applicable, shall continue to be entitled to elect the whole number of Directors
until the holders of Preferred Stock shall have exercised their right to elect two Directors voting
as a class, after the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in Section 3(c)(ii) hereof) be filled by vote of a majority of
the remaining Directors theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant. References in this Section 3(c) to Directors
elected by the holders of a particular class of stock shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the foregoing sentence.



     (v) Immediately upon the expiration of a default period, (x) the right of the holders of
Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by
the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the articles of incorporation or bylaws irrespective of any
increase made pursuant to the provisions of Section 3(c)(ii) (such number being subject, however,
to change thereafter in any manner provided by law or in the articles of incorporation or bylaws).
Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining Directors.



     (d) The articles of incorporation of the Corporation shall not be amended in any manner
(whether by merger or otherwise) so as to adversely affect the powers, preferences or special
rights of the Series B Preferred Stock without the affirmative vote of the holders of a majority of
the outstanding shares of Series B Preferred Stock, voting separately as a class.



     (e) Except as otherwise expressly provided herein or by applicable law, holders of Series B
Preferred Stock shall have no special voting rights and their consent shall not be required (except
to the extent they are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.



     Section 4. Certain Restrictions. (a) Whenever quarterly dividends or other dividends or
distributions payable on the Series B Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid



A-5









 




dividends and distributions, whether or not declared, on outstanding shares of Series B
Preferred Stock shall have been paid in full, the Corporation shall not:




     (i) declare or pay dividends on, or make any other distributions on, any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the
Series B Preferred Stock;



     (ii) declare or pay dividends on, or make any other distributions on, any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with
the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all
such other parity stock on which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;



     (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding-up) to the Series B Preferred
Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to
dividends and upon dissolution, liquidation or winding-up) to the Series B Preferred Stock; or



     (iv) redeem, purchase or otherwise acquire for value any shares of Series B Preferred Stock,
or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution
or winding-up) with the Series B Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all holders of Series B
Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.



     (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for value any shares of stock of the Corporation unless the Corporation could,
under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.



     Section 5. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired promptly after the
acquisition thereof. All such shares shall upon their retirement become authorized but unissued
shares of Preferred Stock without designation as to series and may be reissued as part of a new
series of Preferred Stock to be created by the Board of Directors as permitted by the articles of
incorporation of the Corporation or as otherwise permitted under Georgia law.



A-6









 





     Section 6. Liquidation, Dissolution and Winding-up. Upon any liquidation, dissolution or
winding-up of the Corporation, no distribution shall be made (a) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the
Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock
shall have received $1.00 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment; provided that the
holders of shares of Series B Preferred Stock shall be entitled to receive an aggregate amount per
share equal to (x) the Multiplier Number times (y) the aggregate amount to be distributed per share
to holders of Common Stock, or (b) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding-up) with the Series B Preferred Stock, except
distributions made ratably on the Series B Preferred Stock and all such other parity stock in
proportion to the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding-up.



     Section 7. Consolidation, Merger, etc. If the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash or any other property, then in any
such case the shares of Series B Preferred Stock shall at the same time be similarly exchanged for
or changed into an amount per share equal to (x) the Multiplier Number times (y) the aggregate
amount of stock, securities, cash or any other property, as the case may be, into which or for
which each share of Common Stock is changed or exchanged.



     Section 8. No Redemption. The Series B Preferred Stock shall not be redeemable.



     Section 9. Rank. The Series B Preferred Stock shall rank junior to all other series of the
Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation,
dissolution and winding-up, unless the terms of such series shall specifically provide otherwise,
and shall rank senior to the Common Stock as to such matters. Without limiting the generality of
the foregoing, the Series B Preferred Stock shall rank junior to the Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, as to the payment of dividends and the distribution of assets
upon liquidation, dissolution and winding up.



     Section 10. Fractional Shares. Series B Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have the benefit of all other
rights of holders of Series B Preferred Stock.



A-7









 






EXHIBIT B




AS SET FORTH IN THE RIGHTS PLAN, RIGHTS ISSUED OR TRANSFERRED TO, OR BENEFICIALLY OWNED BY, ANY

PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS PLAN),

WHETHER CURRENTLY BENEFICIALLY OWNED BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER,

MAY BE NULL AND VOID. AS SET FORTH IN THE RIGHTS PLAN, THE EXERCISE AND TRANSFER OF RIGHTS ARE

ALSO SUBJECT TO ADDITIONAL RESTRICTIONS.




SUMMARY OF TERMS



SYNOVUS FINANCIAL CORP.



SHAREHOLDER RIGHTS PLAN



	 	 	 

	Purpose

	 	The purpose of the shareholder
rights plan (the “Rights Plan”)
described in this summary of terms
is to preserve the value of the
certain deferred tax assets (“Tax
Benefits”) of Synovus Financial
Corp. (the “Company”) for U.S.
federal income tax purposes.
	 
	 	 
	Form of Security

	 	The Board of Directors of the
Company (the “Board”) authorized
and declared a dividend of one
preferred stock purchase right (a
“Right”) for each share of common
stock of the Company (the “Common
Stock”) outstanding at the close
of business on April 29, 2010 (the
“Record Date”) and authorized the
issuance, upon the terms and
subject to the conditions set
forth in the Rights Plan, of one
Right (subject to adjustment) in
respect of each share of Common
Stock issued after the Record
Date.
	 
	 	 
	Exercise

	 	Prior to a Distribution
Date,1 the Rights are
not exercisable.








 




			
	1	 	Distribution Date means the earlier of:
	 
		 	•   the 10th business day after public announcement that any person or
group has become an Acquiring Person; and





(...Continued)




B-2









 





	 	 	 

	 

	 	After a Distribution Date, each
Right is exercisable to purchase,
for $12.00 (the “Purchase Price”),
one one-millionth of a share of
Series B Participating Cumulative
Preferred Stock of the Company
(“Preferred Stock”).
	 
	 	 
	Flip-In

	 	If any person or group (an
“Acquiring Person”) either (a)
becomes a beneficial owner of 5%
or more of the Common Stock then
outstanding or (b) becomes a “5%
shareholder” under the applicable
U.S. tax regulations (in either
case, a “Threshold Holder”)
(subject to certain exceptions
described in the Rights Plan),
then on the related Distribution
Date, each Right (other than
Rights beneficially owned by the
Acquiring Person and certain
affiliated persons and their
transferees) will entitle the
holder to purchase, for the
Purchase Price, a number of
millionths of a share of Preferred
Stock having a market value of
twice the Purchase Price; provided
that (i) none of the U.S.
Government, its instrumentalities
or agencies and certain of its
wholly-owned entities shall be an
Acquiring Person; (ii) none of the
Company and certain affiliates of
the Company shall be an Acquiring
Person; (iii) no “Existing Holder”
(as defined in the Rights Plan)
shall be an Acquiring Person so
long as the applicable “Existing
Holder” does not increase its
percentage stock ownership of the
Company, except under certain
limited circumstances; (iv) no
person or group that has become a
Threshold Holder as a result of a
redemption by the Company shall be
an Acquiring Person so long as
such person or group does not
increase its percentage stock
ownership of the Company, except
under certain limited
circumstances; (v) no person or
group that the Board determines,
in its sole discretion, has
inadvertently become a Threshold
Holder shall be an Acquiring
Person so long as such Person
promptly enters into,









 






				
	 	•	 	the 10th business day after the date of the commencement of a tender or
exchange offer by any person which would or could, if consummated, result in
such person becoming an Acquiring Person, subject to extension by the Board
prior to the expiration of the tender or exchange offer.



(continued ....)




B-3









 





	 	 	 

	 

	 	and delivers
to the Company, an irrevocable
commitment promptly to divest and
thereafter promptly divests
(without exercising or retaining
any power, including voting, with
respect to such securities),
sufficient Company Securities so
that such Person is no longer a
Threshold Holder; (vi) no person
or group that has become a
Threshold Holder shall be an
Acquiring Person if the Board
determines, in its sole
discretion, that the attainment of
such status has not jeopardized or
endangered, and likely will not
jeopardize or endanger, the
Company’s utilization of the Tax
Benefits so long as such person or
group does not increase its
percentage stock ownership of the
Company, except under certain
limited circumstances; (vii) an
acquisition by a person or group
of at least a majority of the
Common Stock made by that person
or group through a “Qualified
Offer” (as defined in the Rights
Plan, which among other things
requires that the offer be made
for all shares and that the
offeror must indicate that it
intends, promptly after the offer
closes, to complete a merger in
which the remaining shareholders
receive the same consideration)
shall not result in any person or
group becoming an Acquiring
Person; and (viii) no Strategic
Investor (as defined in the Rights
Plan) shall be an Acquiring Person
so long as the applicable
Strategic Investor does not
increase its percentage stock
ownership of the Company, except
under limited circumstances.
	 
	 	 
	Legal and Regulatory Matters

	 	Rights are not exercisable to the
extent that such exercise would
contravene any applicable law or
regulation or require any filing
with, notice to or action by or in
respect of any governmental or
regulatory authority unless and
until such filing, notice or
action has been made, taken or
obtained. No Rights may be
transferred unless such transfer
complies with all applicable laws
and regulations.
	 
	 	 
	Exchange

	 	At any time on or after a Stock
Acquisition Date (as defined in
the Rights Plan), the Board may
elect to exchange all or part of
the Rights (other than Rights
beneficially owned by the
Acquiring Person and certain
affiliated persons and their
transferees) for one one-millionth
of a share of Preferred Stock (or






B-4









 






	 	 	 

	 

	 	one share of Common Stock) per
Right, subject to adjustment.
	 
	 	 
	Redemption

	 	The Board may, at its option,
redeem all, but not fewer than
all, of the then outstanding
Rights at a redemption price of
$0.000001 per Right at any time
prior to a Distribution Date.
	 
	 	 
	Expiration

	 	The Rights will expire on the
earlier of (i) the date that is 36
months and one day after the date
of adoption of the Rights Plan
(the “Final Expiration Date”),
unless a Stock Acquisition Date
occurs fewer than 30 days prior to
such date, in which case the Final
Expiration Date shall be the date
that is thirty (30) days after the
Stock Acquisition Date; (ii) the
time at which all Rights are
redeemed or exchanged; (iii) the
first day of a taxable year of the
Company to which the Board
determines that no Tax Benefits
may be carried forward; and (iv) a
date prior to a Stock Acquisition
Date on which the Board
determines, in its sole
discretion, that the Rights and
the Rights Plan are no longer in
the best interests of the Company
and its shareholders.
	 
	 	 
	Amendments

	 	At any time on or prior to a
Distribution Date, the Company
may, and the Rights Agent shall if
the Company so directs, supplement
or amend any provision of the
Rights Plan without the approval
of any holders of certificates
representing shares of Company
Securities.
	 
	 	 
	 

	 	After a Distribution Date, the
Company may, and the Rights Agent
shall if the Company so directs,
supplement or amend the Rights
Plan without the approval of any
holders of Rights; provided,
however, that no such supplement
or amendment may (a) adversely
affect the interests of the
holders of Rights as such (other
than with respect to Rights
beneficially owned by an Acquiring
Person and certain affiliated
persons), (b) cause this Rights
Plan again to become amendable
other than in accordance with this
sentence or (c) cause the Rights
again to become redeemable.






B-5









 






	 	 	 

	Shareholder Rights

	 	Holders of rights have no rights
as a shareholder of the Company,
including the right to vote or to
receive dividends.
	 
	 	 
	Antidilution Provisions

	 	The Rights Plan includes
antidilution provisions designed
to preserve the efficacy of the
Rights.





A copy of the Rights Plan has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of
the Rights Plan is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Plan, as amended from time to time, the
complete terms of which are hereby incorporated by reference.



 


B-6









 





EXHIBIT C




[FORM OF RIGHT CERTIFICATE]




			
	No. R -
	 	[Number of] Rights





NOT EXERCISABLE AFTER THE EARLIER OF                     , 20___AND THE DATE ON WHICH THE RIGHTS EVIDENCED
HEREBY ARE REDEEMED OR EXCHANGED BY THE COMPANY AS SET FORTH IN THE RIGHTS PLAN. AS SET FORTH IN
THE RIGHTS PLAN, RIGHTS ISSUED TO, OR BENEFICIALLY OWNED BY, ANY PERSON WHO IS, WAS OR BECOMES AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS PLAN), WHETHER CURRENTLY BENEFICIALLY
OWNED BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BE NULL AND VOID. AS SET
FORTH IN THE RIGHTS PLAN, THE EXERCISE AND TRANSFER OF RIGHTS ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS.




RIGHT CERTIFICATE



SYNOVUS FINANCIAL CORP.




     This Right Certificate certifies that                     , or registered assigns, is the
registered holder of the number of Rights set forth above, each of which entitles the holder (upon
the terms and subject to the conditions set forth in the Rights Plan dated as of April 26, 2010
(the “Rights Plan”) between Synovus Financial Corp., a Georgia corporation (the “Company”), and
Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”)) to
purchase from the Company, at any time after a Distribution Date and prior to the Expiration Date,
one one-millionth of a fully paid, nonassessable share of Series B Participating Cumulative
Preferred Stock (the “Preferred Stock”) of the Company at a purchase price of $12.00 per one
one-millionth of a share (the “Purchase Price”), payable in lawful money of the United States of
America, upon surrender of this Right Certificate, with the form of election to purchase and
related certificate duly executed, and payment of the Purchase Price at an office of the Rights
Agent designated for such purpose.



     Terms used herein and not otherwise defined herein shall have the meanings given to them in
the Rights Plan.



     The number of Rights evidenced by this Right Certificate (and the number and kind of shares
issuable upon exercise of each Right) and the Purchase Price set forth above are as of April 26,
2010, and may have been or in the future be adjusted as a result of the occurrence of certain
events, as more fully provided in the Rights Plan.



 









 





     If the Rights evidenced by this Right Certificate are Beneficially Owned by an Acquiring
Person after an Acquiring Person has become such, such Rights shall become null and void without
any further action, and no holder hereof shall have any rights whatsoever with respect to such
Rights. If the Rights evidenced by this Right Certificate are beneficially owned by (a) a
transferee of Rights Beneficially Owned by such Acquiring Person who (i) becomes a transferee after
a Stock Acquisition Date of Rights owned by the relevant Acquiring Person (or an Associate thereof)
on the Stock Acquisition Date or (ii) becomes a transferee prior to or concurrently with a Stock
Acquisition Date and, in the case of this clause (ii), receives such Rights (A) with actual
knowledge that the transferor is or was an Acquiring Person (or an Associate of an Acquiring
Person) or (B) pursuant to either (I) a transfer (whether or not for consideration) from the
Acquiring Person (or an Associate thereof) to holders of equity interests in such Acquiring Person
(or an Associate thereof) or to any Person with whom the Acquiring Person (or an Associate
thereof) has any continuing agreement, arrangement or understanding regarding the transferred
Rights or (II) a transfer which the board of directors determines in good faith is part of a plan,
arrangement or understanding which has as a primary purpose or effect the avoidance of these
transfer restrictions, such Rights shall become null and void without any further action, and no
holder hereof shall have any rights whatsoever with respect to such Rights.



     No holder of the Rights evidenced by this Rights Certificate may exercise, and such Rights
shall not be exercisable so long as they are held by such holder, such Rights to the extent that
such exercise would contravene any applicable law or regulation or require any filing with, notice
to or action by or in respect of any governmental or regulatory authority unless and until such
filling, notice or action has been made, taken or obtained. No Rights evidenced by this Rights
Certificate may be transferred unless such transfer complies with all applicable laws and
regulations (including with respect to the identity of the proposed transferee, the manner of
transfer and any required filing with, notice to or action by or in respect of any governmental or
regulatory authority).



     This Right Certificate is subject to all of the terms, provisions and conditions of the Rights
Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Plan reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Right Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under the specific circumstances set
forth in the Rights Plan.



     At any time after a Distribution Date and prior to the Expiration Date, any Right Certificate
or Certificates may, upon the terms and subject to the conditions set forth below in the Rights
Plan, be transferred or exchanged for another Right



C-2









 




Certificate or Certificates evidencing a like number of Rights as the Right Certificate or
Certificates surrendered. Any registered holder desiring to transfer or exchange any Right
Certificate or Certificates shall surrender such Right Certificate or Certificates (with, in the
case of a transfer, the form of assignment and certificate on the reverse side thereof duly
executed) to the Rights Agent at the office of the Rights Agent designated for such purpose.




     Subject to the provisions of the Rights Plan, the Board of Directors of the Company may, at
its option,




     (a) at any time on or prior to a Distribution Date redeem all but not less than all
of the then outstanding Rights at a redemption price of $0.000001 per Right, as may be
adjusted pursuant to the Rights Plan; or




     (b) at any time on or after a Stock Acquisition Date exchange all or part of the then
outstanding Rights (which shall not include Rights that have become null and void pursuant
to Section 6(e) of the Rights Plan) for fractional shares of Preferred Stock at an
exchange ratio of one millionth of a share of Preferred Stock per Right, as may be
adjusted pursuant to the Rights Plan. If the Rights shall be exchanged in part, the
holder of this Right Certificate shall be entitled to receive upon surrender hereof
another Right Certificate or Certificates for the number of whole Rights not exchanged.



     The Company shall not be required to issue fractions of shares of Preferred Stock (other than
fractions which are multiples of one one-millionth of a share of Preferred Stock) upon the exercise
of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are multiples of one one-millionth of a share of Preferred Stock). In
lieu of any such fractional shares of Preferred Stock, the Company shall pay to the registered
holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the
same fraction of the current market price of one one-millionth of a share of Preferred Stock. If
this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon
surrender hereof another Right Certificate or Certificates for the number of whole Rights not
exercised.



     No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed
for any purpose the holder of the shares of capital stock which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Plan or herein be construed to confer
upon the holder hereof, as such, any of the rights of a shareholder of the Company (including any
right to vote for the election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action, to receive notice of
meetings or other actions affecting



C-3









 




shareholders (except as provided in the Rights Plan), to receive dividends or subscription
rights, or otherwise) until the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Plan.




     This Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.



C-4









 




IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate
seal by its authorized officers.



Dated as of                     , 20___




	 	 	 	 	 
	 	SYNOVUS FINANCIAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 

	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Countersigned:	 	 
	 
	 	 	 	 
	MELLON INVESTOR SERVICES LLC	 	 
	as Rights Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






C-5









 





Form of Reverse Side of Right Certificate




FORM OF ASSIGNMENT



(To be executed if the registered holder

desires to transfer the Right Certificate.)



	 	 	 

	FOR VALUE RECEIVED
	 	 
	 

	 	 





	 	 	 

	hereby sells, assigns and transfers unto
	 	 
	 

	 	 
	 
	 	 
	 
	(Please print name and address of transferee)

	 
	 	 
	 




this Right Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint                      Attorney, to transfer the within Right
Certificate on the books of the within named Company, with full power of substitution.



Dated:                     , 20___




	 	 	 	 	 

	 

	 	 

Signature
	 	 





Medallion Signature Guaranteed:



                                        

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a
guarantee level acceptable to the Company’s transfer agent.






C-6









 








CERTIFICATE




     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) the Rights evidenced by this Right Certificate ___are ___are not Beneficially Owned by an
Acquiring Person and ___are ___are not being assigned by or on behalf of a Person who is or was an
Acquiring Person or an Associate of an Acquiring Person (as such terms are defined in the Rights
Plan); and



     (2) after due inquiry and to the best knowledge of the undersigned, it ___did ___did not
acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an
Acquiring Person or an Associate of an Acquiring Person.


Dated:                     , 20 ___




	 	 	 	 	 

	 

	 	 

Signature
	 	 






 





     The signatures to the foregoing Assignment and Certificate must correspond to the name as
written upon the face of this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.



 





C-7









 





FORM OF ELECTION TO PURCHASE




(To be executed if the registered holder desires to exercise Rights

represented by the Right Certificate.)


To: Synovus Financial Corp.




     The undersigned hereby irrevocably elects to exercise                      Rights represented by this
Right Certificate to purchase shares of Preferred Stock issuable upon the exercise of the Rights
(or such other securities of the Company or of any other person which may be issuable upon the
exercise of the Rights) and requests that certificates for such securities be issued in the name of
and delivered to:



	 	 	 

	Please insert social security or other identifying number
	 	 
	 

	 	 





	 	 	 

	 
	(Please print name and address)

	 
	 	 
	 





     If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a
new Right Certificate for the balance of such Rights shall be registered in the name of and
delivered to:



	 	 	 

	Please insert social security or other identifying number
	 	 
	 

	 	 





	 	 	 

	 
	(Please print name and address)

	 
	 	 
	 




Dated:                     , 20___




	 	 	 	 	 

	 

	 	 

Signature
	 	 





Medallion Signature Guaranteed:



                                        

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a
guarantee level acceptable to the Company’s transfer agent.






C-8









 








CERTIFICATE




     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) the Rights evidenced by this Right Certificate ___are ___are not Beneficially Owned by an
Acquiring Person and ___are ___are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Associate of an Acquiring Person (as such terms are defined in the Rights
Plan); and



     (2) after due inquiry and to the best knowledge of the undersigned, it ___did ___did not
acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an
Acquiring Person or an Associate of an Acquiring Person.


Dated:                     , 20 ___




	 	 	 	 	 

	 

	 	 

Signature
	 	 






 




The signature to the foregoing Election to Purchase and Certificate must correspond to the name as
written upon the face of this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.




 






C-9