AMENDMENT NUMBER ONE TO THE AGREEMENT AND PLAN OF MERGER
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This  Amendment  Number  One  ("Amendment")  dated  November  12,  2002,  to the
Agreement and Plan of Merger dated September 24, 2002 ("Merger Agreement"), made
by  and  between  Synovus  Financial  Corp.  ("Synovus")  and  United  Financial
Holdings,  Inc.  ("United").  All defined  terms used in the  referenced  Merger
Agreement have the same definitions for purposes of this Amendment.

                              WITNESSETH THAT:
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WHEREAS, the parties desire to amend the Merger Agreement as set forth below.

NOW, THEREFORE, for good and valuable consideration, the parties do hereby amend
the Merger Agreement as follows:

                                   FIRST
                                   -----
The second paragraph of Article I(B) shall be amended by deleting said paragraph
in its entirety and inserting in lieu thereof the following paragraph:

"Upon the Merger,  subject to the other provisions of this Article I, each share
of United Stock  outstanding  as to which a dissenter's  right has not been duly
and validly exercised, shall be converted into and exchangeable for the right to
receive,  at the  election  of the  holder as  provided  in and  subject  to the
provisions  of Paragraph  (C) of Article I below,  either:  (1)  .8021shares  of
Synovus Common Stock ("Per Share Stock Consideration"); (2) $16.47 in cash ("Per
Share  Cash  Consideration");  or (3) a pro rated  combination  of the Per Share
Stock  Consideration  and the Per Share Cash  Consideration  ("Per  Share  Combo
Consideration")  that does not  exceed  in  combined  total  the Per Share  Cash
Consideration  or Per Share  Stock  Consideration  such  shareholder  would have
received  had either  such  election  been  made.  Provided,  however,  that the
aggregate Per Share Stock  Consideration shall equal 2,268,167 shares of Synovus
Common  Stock,  with such  number to be  adjusted  as  necessary  to reflect the
exercise of options to purchase  United  Common  Stock  between the date of this
Agreement  and the  Effective  Date and the  conversion  of not more than  7,000
shares of  United's  7%  preferred  stock  issued  pursuant  to clause (5) above
("Total Stock  Consideration")  and the  aggregate Per Share Cash  Consideration
shall equal $34,000,000 ("Total Cash Consideration"). "

                                   SECOND
                                   ------
Article VI(A)(3) shall be amended by deleting said paragraph in its entirety and
inserting in lieu thereof the following paragraph:

"(3) by Synovus or United if its Board of Directors so  determines  by vote of a
majority of the members of its entire  Board in the event that the Merger is not
consummated  by March 31, 2003 unless the failure to so  consummate by such time
is due to the breach of the Plan by the party seeking to terminate; "

                                   THIRD
                                   -----
Article VI shall be amended by deleting Article VI(A)(4) and Article VI(A)(5) in
their entirety.

                                   FOURTH
                                   ------
This Amendment shall be effective as of November 12, 2002.

                                   FIFTH
                                   -----
Except as amended herein in this Amendment, all other remaining provisions of
the Merger Agreement shall remain in full force and effect.

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



UNITED FINANCIAL HOLDINGS, INC

By:     /s/ Neil W. Savage
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Title:  President and CEO
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Attest  /s/ C. Peter Bardin
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Title:  SVP and CFO
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SYNOVUS FINANCIAL CORP

By:     /s/ Thomas J. Prescott
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Title:  EVP and CFO
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Attest /s/  Kathy Moates
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Title:  Assistant Secretary
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