AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER,  dated as of the 24th day of September,  2002
(the  "Plan"  or  the  "Agreement")  by  and  between  SYNOVUS  FINANCIAL  CORP.
("Synovus") and UNITED FINANCIAL HOLDINGS, INC. ("United").

                                    RECITALS:

          A.  SYNOVUS.  Synovus  has been duly  incorporated  and is an existing
     corporation in good standing under the laws of Georgia,  with its principal
     executive  offices  located  in  Columbus,  Georgia.  As of June 30,  2002,
     Synovus had 600,000,000  authorized shares of common stock, par value $1.00
     per share  ("Synovus  Common  Stock"),  of which  296,488,566  shares  were
     outstanding  on said  date.  All of the issued  and  outstanding  shares of
     Synovus  Common Stock are duly and validly issued and  outstanding  and are
     fully paid and  nonassessable  and not  subject to any  preemptive  rights.
     Synovus has 39 wholly-owned  banking  subsidiaries (as defined in Rule 1-02
     of Regulation S-X promulgated by the Securities and Exchange Commission,  a
     "Subsidiary")  and other  non-banking  Subsidiaries  as of the date hereof.
     Each   subsidiary   that  is  a  depository   institution  is  an  "insured
     institution"  as  defined  in the  Federal  Deposit  Insurance  Act and the
     applicable regulations thereunder, and the deposits in which are insured by
     the Federal Deposit Insurance Corporation.

          B.  UNITED.  United  has been  duly  incorporated  and is an  existing
     corporation in good standing under the laws of Florida,  with its principal
     executive  offices  located  in  St.   Petersburg,   Florida.   United  has
     authorized:  (1)  20,000,000  shares of common  stock,  par value $0.01 per
     share, of which  4,433,960  shares were issued and outstanding as of August
     31, 2002 ("United Common Stock"); (2) 10,000,000 shares of preferred stock,
     par value $0.01 per share,  of which 750,000 shares have been designated as
     Series One Preferred Stock, of which 366,475 shares of Series One Preferred
     Stock were issued and outstanding as of August 31, 2002; (3) 150,000 shares
     of 7% convertible  preferred  stock,  par value $10.00 per share,  of which
     6,667 shares were issued and  outstanding  as of August 31,  2002;  and (4)
     70,000  shares of 6%  convertible  preferred  stock,  par value  $10.00 per
     share, of which no shares were issued and outstanding as of August 31, 2002
     (collectively,  "United Capital Stock").  All of the issued and outstanding
     shares of United Capital Stock are duly and validly issued and  outstanding
     and are fully paid and  nonassessable  and not  subject  to any  preemptive
     rights.   United  has  two  wholly-owned  banking  Subsidiaries  and  other
     non-banking  Subsidiaries as of the date hereof.  Each Subsidiary that is a
     depository  institution  is an  "insured  institution"  as  defined  in the
     Federal Deposit  Insurance Act and the applicable  regulations  thereunder,
     and the  deposits  in which are insured by the  Federal  Deposit  Insurance
     Corporation.

          C.  RIGHTS,  ETC.  Neither  Synovus  nor  United has any shares of its
     capital  stock  reserved for  issuance,  any  outstanding  option,  call or
     commitment  relating  to shares  of its  capital  stock or any  outstanding
     securities, obligations or agreements convertible into or exchangeable for,
     or giving any person any right (including,  without limitation,  preemptive
     rights)  to  subscribe  for or acquire  from it, any shares of its  capital
     stock  other than as  described  in filings  made with the  Securities  and
     Exchange  Commission  ("SEC") by Synovus and United  ("Public  Filings") or
     except as otherwise  disclosed in the  Disclosure  Schedule  referred to in
     Article III below.

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          D. BOARD APPROVALS.  The respective Boards of Directors of Synovus and
     United  have  unanimously  approved  and  adopted  the Plan  and have  duly
     authorized its execution. In the case of United, the Board of Directors has
     unanimously  voted  to  recommend  to its  stockholders  that  the  Plan be
     approved.

          E. MATERIALITY.  Unless the context otherwise requires,  any reference
     in this Agreement to materiality  with respect to any party shall be deemed
     to be with respect to such party and its Subsidiaries taken as a whole.

          F. MATERIAL ADVERSE EFFECT. For purposes of this Plan, the capitalized
     term "Material  Adverse Effect," as used in relation to a person,  means an
     adverse  effect  on  the  business,  results  of  operations  or  financial
     condition  of that person or its  Subsidiaries  which is material to it and
     its Subsidiaries, taken as a whole, provided that "Material Adverse Effect"
     shall not include or be deemed to include:  (1) the impact of changes which
     are made and  become  effective  after the date of this Plan in  banking or
     similar laws of general applicability or interpretations  thereof by courts
     or  governmental  authorities;  or (2)  changes  which are made and  become
     effective  after  date  of  this  Plan  in  generally  accepted  accounting
     principles applicable to banks and their holding companies.

     In  consideration of their mutual promises and obligations  hereunder,  and
intending  to be legally  bound  hereby,  Synovus and United  adopt the Plan and
prescribe the terms and  conditions  hereof and the manner and basis of carrying
it into effect, which shall be as follows:

                                  I. THE MERGER

         (A)  STRUCTURE  OF THE  MERGER.  On the  Effective  Date (as defined in
Article  VII),  United will merge (the  "Merger")  with and into  Synovus,  with
Synovus being the surviving corporation (the "Surviving  Corporation") under the
name  Synovus  Financial  Corp.  pursuant to the  applicable  provisions  of the
Georgia  Business  Corporation  Code  ("Georgia  Act") and the Florida  Business
Corporation  Act  ("Florida  Act").  On the  Effective  Date,  the  articles  of
incorporation  and bylaws of the Surviving  Corporation shall be the articles of
incorporation and bylaws of Synovus in effect immediately prior to the Effective
Date.

         (B) EFFECT ON  OUTSTANDING  SHARES.  Immediately  prior to the  Merger,
except as to shares of United Capital Stock as to which dissenters'  rights have
been duly and validly  exercised  in  accordance  with the Florida Act: (1) each
outstanding share of United Common Stock shall remain outstanding and unchanged;
(2) each  outstanding  share of $0.01 par value Series One Preferred Stock shall
be converted on a one-for-one basis into a share of Common Stock of United;  (3)
each outstanding share of $10.00 par value 7% convertible  preferred stock shall
be  converted  into 8.43453  shares of Common Stock of United;  (4) United shall
issue  35,181  shares of Common  Stock of United  pursuant  to Section VI of the
Stock Purchase Agreement dated September 22, 2000, as amended by the Amended and
Restated  Fourth  Amendment  to Stock  Purchase  Agreement  dated March 21, 2001
("Incentive Shares"); and (5) United may, prior to the Effective Date, issue not
more than 7,000 shares of $10.00 par value 7%  convertible  preferred  stock for
not less than  $144.65 per share,  each share of which shall be  converted  into
8.43453  shares of United  Common  Stock  immediately  prior to the Merger.  The
shares of United Common Stock  described in clause (1) above,  and the shares of
Common  Stock of United to be issued  pursuant to clauses (2) through (5) above,
are hereinafter collectively referred to as "United Stock."

                                     - 2 -


         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) .7101 shares
of Synovus  Common Stock ("Per Share Stock  Consideration");  (2) $17.15 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 2,274,473 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 $28,967,000 ("Total Cash Consideration").

         No  fractional  shares  of  Synovus  Common  Stock  shall be  issued in
connection with the Merger. Each holder of United Stock who would otherwise have
been  entitled  to receive a fraction of a share of Synovus  Common  Stock shall
receive,  in lieu thereof,  cash  (without  interest) in an amount equal to such
fractional  part of a share of Synovus  Common Stock  multiplied  by the closing
price per share of Synovus Common Stock on the New York Stock Exchange  ("NYSE")
on the last business day immediately preceding the Effective Date of the Merger.

         Each  shareholder of United Capital Stock will be entitled to ten votes
for  each  share of  Synovus  Common  Stock to be  received  by  him/her  on the
Effective  Date  pursuant  to a set  of  resolutions  adopted  by the  Board  of
Directors of Synovus on  September  24, 2002 in  accordance  with and subject to
those certain Articles of Amendment to Synovus' Articles of Incorporation, dated
April 24, 1986.  Synovus  shall  provide  United with  certified  copies of such
resolutions prior to the Effective Date.

         The  shares  of  the  Synovus  Common  Stock  issued  and   outstanding
immediately  prior to the Effective Date shall remain  outstanding and unchanged
after the Merger.

         In the event that, subsequent to the date of this Plan but prior to the
Effective Date, the  outstanding  shares of Synovus Common Stock shall have been
increased,  decreased,  changed into or exchanged for a different number or kind
of   shares   or   securities    through    reorganization,    recapitalization,
reclassification,  stock  dividend,  stock split,  reverse stock split, or other
like changes in Synovus'  capitalization,  then an appropriate and proportionate
adjustment shall be made to the Per Share Stock  Consideration and the Per Share
Cash Consideration so as to prevent the dilutive effect of such transaction on a
percentage of ownership basis.

         (C)      ELECTION PROCEDURES.

         (1)      Synovus will use its commercially  reasonable efforts to cause
                  Mellon  Investor  Services LLC  ("Exchange  Agent") to mail an
                  election  form  in such  form  as  Synovus  and  United  shall
                  mutually agree ("Election Form") at least 20 days prior to the
                  date of the United Shareholders' meeting called to approve the

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                  Merger ("United Shareholders'  Meeting") or on such other date
                  as Synovus and United shall mutually agree ("Mailing Date") to
                  each holder of record of United Capital Stock as of the record
                  date for the United  Shareholders'  Meeting and to each person
                  entitled to receive Incentive Shares. Each Election Form shall
                  permit a holder (or the beneficial  owner through  appropriate
                  and customary  documentation and instructions) of United Stock
                  to elect to  receive:  (i) the Per Share  Stock  Consideration
                  ("Stock   Election   Shares");   (ii)  the  Per   Share   Cash
                  Consideration  ("Cash  Election  Shares");  (iii) a Per  Share
                  Combo  Consideration  ("Combo Election Shares);  or to make no
                  election  with  respect  to such  holder's  United  Stock ("No
                  Election Shares").

         (2)      Any  United  Stock  with  respect  to which the holder (or the
                  beneficial owner, as the case may be) shall not have submitted
                  to  the  Exchange  Agent  an  effective,   properly  completed
                  Election  Form on or before 5:00 p.m.  Eastern Time on the day
                  of the United  Shareholders'  Meeting  (or such other time and
                  date as Synovus and United may mutually  agree) (the "Election
                  Deadline")  shall be deemed to be "No  Election  Shares."  Any
                  Election  Form  may  be  revoked  or  changed  by  the  person
                  submitting  such  Election  Form at or prior  to the  Election
                  Deadline.  In the event an Election  Form is revoked  prior to
                  the Election  Deadline,  the United Stock  represented by such
                  Election Form shall become No Election Shares.  Subject to the
                  terms of this Agreement and of the Election Form, the Exchange
                  Agent shall have  reasonable  discretion to determine  whether
                  any election, revocation or change has been properly or timely
                  made  and to  disregard  immaterial  defects  in the  Election
                  Forms,  and any good faith  decisions  of the  Exchange  Agent
                  regarding  such  matters  shall  be  binding  and  conclusive.
                  Neither  Synovus  nor the  Exchange  Agent  shall be under any
                  obligation  to notify any person of any defect in an  Election
                  Form.

         (3)      Within ten business days after the Election  Deadline,  unless
                  the Effective Date has not yet occurred, in which case as soon
                  thereafter  as  practicable,  Synovus  shall use  commercially
                  reasonable  efforts to cause the Exchange  Agent to effect the
                  allocation  among the  holders of United  Stock in  accordance
                  with the Election Forms as follows:

                  (i)      If the aggregate  cash amount that would be paid upon
                           the conversion in the Merger of (a) the Cash Election
                           Shares and (b) the Combo Election Shares would exceed
                           the Total Cash Consideration then:

                           (a)      all Stock Election Shares and No Election
                                    Shares shall be converted into the right to
                                    receive the Per Share Stock Consideration;

                           (b)      the number of Cash  Election  Shares and the
                                    Per Share Cash Consideration  portion of the
                                    Combo Election Shares shall be automatically
                                    reduced on a pro rata  basis to that  number

                                     - 4 -


                                    of shares  (converting  the Per  Share  Cash
                                    Consideration  portion of the Combo Election
                                    Shares  into the  number  of shares to which
                                    such  consideration  would  apply) such that
                                    the aggregate  cash amount that will be paid
                                    in the Merger  equals as closely as possible
                                    the Total Cash Consideration;

                           (c)      the Cash Election  Shares and the portion of
                                    the Combo Shares  represented  by the amount
                                    elected  to be  received  as Per Share  Cash
                                    Consideration   remaining  after  adjustment
                                    pursuant to subsection (i)(b) above shall be
                                    converted  into the right to receive the Per
                                    Share Cash Consideration; and

                           (d)      the  United  Stock that would have been Cash
                                    Election   Shares  or  the  Per  Share  Cash
                                    Election   portion  of  the  Combo  Election
                                    Shares but for the  adjustment  pursuant  to
                                    subsection  (i)(b)  above shall be converted
                                    into the  right  to  receive  the Per  Share
                                    Stock Consideration.

                  (ii)     If the aggregate  number of shares of Synovus  Common
                           Stock to be issued upon the  conversion in the Merger
                           of (a) the Stock  Election  Shares  and (b) the Combo
                           Election   Shares   would   exceed  the  Total  Stock
                           Consideration then:

                           (a)      all Cash Election Shares and No Election
                                    Shares shall be converted into the right to
                                    receive the Per Share Cash Consideration;

                           (b)      the number of Stock Election  Shares and the
                                    Per Share Stock Consideration portion of the
                                    Stock Election Shares shall be automatically
                                    reduced on a pro rata  basis to that  number
                                    of shares  (converting  the Per Share  Stock
                                    Consideration  Portion of the Combo Election
                                    Shares  into the  number  of shares to which
                                    such  consideration  would  apply) such that
                                    the  aggregate  number of shares of  Synovus
                                    Common Stock to be issued in connection with
                                    the Merger equals as closely as possible the
                                    Total Stock Consideration;

                           (c)      the Stock Election Shares and the portion of
                                    the Combo Shares  represented  by the amount
                                    elected to be  received  as Per Share  Stock
                                    Consideration   remaining  after  adjustment
                                    pursuant to  subsection  (ii)(b) above shall
                                    be  converted  into the right to receive the
                                    Per Share Stock Consideration; and



                                     - 5 -


                           (d)      the United  Stock that would have been Stock
                                    Election  Shares  or  the  Per  Share  Stock
                                    Consideration  portion of the Combo Election
                                    Shares but for the  adjustment  pursuant  to
                                    subsection  (ii)(b) above shall be converted
                                    into the right to receive the Per Share Cash
                                    Consideration.

         (D) GENERAL  PROCEDURES.  Certificates which represent shares of United
Stock that are outstanding on the Effective Date (each, a "Certificate") and are
converted  into  shares of Synovus  Common  Stock or cash  pursuant  to the Plan
shall,  after the Effective  Date, be deemed to represent  shares of the Synovus
Common Stock or cash into which such shares have become  converted  and shall be
exchangeable  by the holders  thereof in the manner  provided in the transmittal
materials  described  below  for new  certificates  representing  the  shares of
Synovus Common Stock or cash into which such shares have been converted.

         As promptly as practicable after the Effective Date, Synovus shall send
to each holder of record of shares of United Stock  outstanding on the Effective
Date  transmittal  materials for use in  exchanging  the  Certificates  for such
shares for  certificates  for shares of the  Synovus  Common  Stock or cash into
which such shares of the United Stock have been converted  pursuant to the Plan.
Upon  surrender of a  Certificate,  duly  endorsed as Synovus may  require,  the
holder of such Certificate shall be entitled to receive in exchange therefor the
consideration set forth in Paragraph (B) of Article I and such Certificate shall
forthwith  be  canceled.  No dividend or other  distribution  payable  after the
Effective  Date with  respect to the Synovus  Common  Stock shall be paid to the
holder of any unsurrendered Certificate until the holder thereof surrenders such
Certificate,  at  which  time  such  holder  shall  receive  all  dividends  and
distributions,  without interest thereon,  previously  withheld from such holder
pursuant  hereto.  After the Effective Date,  there shall be no transfers on the
stock  transfer  books of United of shares of United Stock which were issued and
outstanding  on the Effective  Date and converted  pursuant to the provisions of
the Plan. If after the Effective Date,  Certificates  are presented for transfer
to United, they shall be canceled and exchanged for the shares of Synovus Common
Stock or cash  deliverable in respect  thereof as determined in accordance  with
the  provisions  of  Paragraph  (B) of  Article  I and in  accordance  with  the
procedures set forth in this Paragraph. In the case of any lost, mislaid, stolen
or destroyed  Certificate,  the holder  thereof may be required,  as a condition
precedent  to the  delivery to such  holder of the  consideration  described  in
Paragraph  B, to deliver to Synovus a bond in such sum as Synovus  may direct as
indemnity against any claim that may be made against the exchange agent, Synovus
or United with respect to the  Certificate  alleged to have been lost,  mislaid,
stolen or destroyed.

         After the  Effective  Date,  holders of United Stock shall cease to be,
and shall  have no rights  as,  stockholders  of  United,  other than to receive
shares  of  Synovus  Common  Stock or cash  into  which  such  shares  have been
converted,  fractional share payments  pursuant to the Plan and any dividends or
distributions with respect to such shares of Synovus Common Stock. Until 60 days
after the  Effective  Date,  former  shareholders  of record of United  shall be
entitled to vote at any meeting of Synovus  shareholders the number of shares of
Synovus  Common Stock into which their  respective  United  Stock are  converted
regardless of whether such holders have exchanged their certificates pursuant to
the Plan.


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         Notwithstanding the foregoing, neither Synovus nor United nor any other
person  shall be liable to any former  holder of shares of United  Stock for any
amounts paid or property  delivered in good faith to a public official  pursuant
to applicable abandoned property, escheat or similar laws.

         (D) OPTIONS.  On the Effective  Date,  each option granted by United to
purchase shares of United Common Stock (each a "United Stock  Option"),  whether
vested or unvested,  which is  outstanding  and  unexercised  immediately  prior
thereto, shall be assumed by Synovus and converted  automatically into an option
to purchase shares of Synovus Common Stock (each a "Synovus Stock Option") in an
amount and at an exercise  price  determined  as provided  below (and  otherwise
having the same duration and other terms as the original option):

                  (1) The number of shares of Synovus Common Stock to be subject
to the new  option  shall be equal to the  product  of the  number  of shares of
United Common Stock subject to the original  option  multiplied by the Per Share
Stock Consideration  provided that any fractional shares of Synovus Common Stock
resulting from such multiplication  shall be rounded to the nearest whole share;
and

                  (2) The exercise price per share of Synovus Common Stock under
the new option shall be equal to the exercise  price per share of United  Common
Stock under the  original  option  divided by the Per Share Stock  Consideration
provided that such exercise price shall be rounded up to the nearest cent.

         The  adjustment  provided  herein with respect to any options which are
"incentive  stock  options" (as defined in Section 422 of the  Internal  Revenue
Code of 1986 (the  "Code"))  shall be and is intended to be effected in a manner
which is consistent with Section 424(a) of the Code.

         Within thirty (30) days after the Effective Date,  Synovus shall notify
each holder of an option to purchase  United  Common Stock of the  assumption of
such  options by Synovus  and the  revisions  to the  options  shall be effected
thereby. No payment shall be made for fractional  interests.  From and after the
date hereof,  no  additional  options to purchase  United  Common Stock shall be
granted.  Synovus  shall take all  corporate  action  necessary  to reserve  for
issuance a sufficient number of shares of Synovus Common Stock for delivery upon
exercise  of the  Synovus  Stock  Options.  As soon  as  practicable  after  the
Effective Date, Synovus shall file a registration  statement on Form S-8 (or any
successor  or other  appropriate  forms)  with  respect to the shares of Synovus
Common  Stock  subject to any Synovus  Stock  Options held by persons who are or
were directors,  officers or employees of United or its  Subsidiaries  and shall
use its  best  efforts  to  maintain  the  effectiveness  of  such  registration
statement or  registration  statements  (and maintain the current  status of the
prospectus or prospectuses  contained therein) for so long as such Synovus Stock
Options remain outstanding.

                           II. ACTIONS PENDING MERGER

         (A) United covenants to Synovus that United and its Subsidiaries  shall
conduct their  business only in the ordinary  course and shall not,  without the
prior  written  consent  of  Synovus,  which  consent  will not be  unreasonably
withheld: (1) issue any options to purchase capital stock or issue any shares of
capital  stock,  other  than:  (i)  shares  of  United  Common  Stock  issued in
connection with the exercise of currently outstanding options to purchase shares
of United Common Stock;  (ii) issuances in connection with the conversion of any

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presently  outstanding  convertible  security  of  United;  and (iii)  issuances
pursuant to Article I(B) of this Agreement;  (2) declare,  set aside, or pay any
dividend or distribution  with respect to the Capital Stock of United other than
normal and customary quarterly cash dividends in accordance with past practices;
(3) directly or  indirectly  redeem,  purchase or otherwise  acquire any Capital
Stock of United or its Subsidiaries,  other than any purchases undertaken by the
United  Financial  Holdings,  Inc.  Employee  Stock  Ownership  Plan  and  Trust
("ESOP");  (4) effect a split or reclassification of the capital stock of United
or its Subsidiaries or a  recapitalization  of United or its  Subsidiaries;  (5)
amend  the  articles  of  incorporation,  charter  or  bylaws  of  United or its
Subsidiaries;  (6) grant  any  increase  in the  salaries  payable  or to become
payable by United or its Subsidiaries to any employee other than normal,  annual
salary  increases  to be made  with  regard  to the  employees  of United or its
Subsidiaries; (7) make any change in any bonus, group insurance, pension, profit
sharing,  deferred  compensation,  or other benefit plan, payment or arrangement
made to, for or with  respect to any  employees  or  directors  of United or its
Subsidiaries,  except to the extent such changes are required by applicable laws
or regulations;  (8) enter into, terminate,  modify or amend any contract, lease
or other agreement with any officer or director of United or its Subsidiaries or
any  "associate"  of any such  officer or  director,  as such term is defined in
Regulation 14A under the Securities  Exchange Act of 1934, as amended ("Exchange
Act"), other than in the ordinary course of their business;  (9) incur or assume
any  liabilities,  other than in the  ordinary  course of their  business;  (10)
dispose of any of their assets or properties,  other than portfolio  investments
in Nexity, Directed Capital and Dental Care Alliance, other than in the ordinary
course of their business;  (11) solicit,  encourage or authorize any individual,
corporation  or other  entity,  including  its  directors,  officers  and  other
employees,  to solicit from any third party any inquiries or proposals  relating
to the  disposition of its business or assets,  or the acquisition of its voting
securities,  or the merger of it or its  Subsidiaries  with any  corporation  or
other  entity  other  than as  provided  by this  Agreement,  or  subject to the
fiduciary  obligations  of its  Board  of  Directors,  provide  any  individual,
corporation or other entity with information or assistance or negotiate with any
individual,  corporation  or other entity in furtherance of such inquiries or to
obtain such a proposal (and United shall  promptly  notify Synovus of all of the
relevant  details  relating to all inquiries and proposals  which it may receive
relating  to any of such  matters);  (12)  take any other  action or permit  its
Subsidiaries to take any action not in the ordinary course of business of it and
its  Subsidiaries;  or (13)  directly  or  indirectly  agree  to take any of the
foregoing actions.

         (B) Synovus  covenants to United that without the prior written consent
of United,  which consent will not be  unreasonably  withheld,  Synovus will not
take any action that would: (a) delay or adversely affect the ability of Synovus
to obtain any  necessary  approvals of regulatory  authorities  required for the
transactions contemplated hereby; or (b) adversely affect its ability to perform
its covenants and agreements on a timely basis under this Plan.

                       III. REPRESENTATIONS AND WARRANTIES

         Synovus hereby represents and warrants to United, and United represents
and warrants to Synovus, that, except as previously disclosed in the Synovus and
United Disclosure Schedules, of even date herewith executed and delivered to the
other party:



                                     - 8 -


         (A) the  representations  set forth in Recitals A through D of the Plan
with  respect to it are true and  correct  and  constitute  representations  and
warranties for the purpose of Article V hereof;

         (B) the outstanding  shares of capital stock of it and its Subsidiaries
are duly authorized,  validly issued and outstanding, fully paid and (subject to
12 U.S.C.  ?55 in the case of a national bank  subsidiary)  non-assessable,  and
subject to no preemptive rights of current or past shareholders;

         (C) each of it and its Subsidiaries has the power and authority, and is
duly qualified in all jurisdictions  (except for such qualifications the absence
of which,  either  individually or in the aggregate,  will not as a whole have a
Material  Adverse Effect) where such  qualification  is required to carry on its
business as it is now being  conducted,  to own all its material  properties and
assets,   and  has  all  federal,   state,   local,  and  foreign   governmental
authorizations necessary for it to own or lease its properties and assets and to
carry  on  its  business  as  it  is  now  being  conducted,   except  for  such
authorizations  the absence of which,  either  individually or in the aggregate,
would not have a Material Adverse Effect;

         (D)      the shares of capital stock of each of its Subsidiaries are
owned by it free and clear of all liens, claims, encumbrances and restrictions
on transfer;

         (E)  subject,  in the case of United,  to the  receipt of any  required
shareholder approval of this Plan, the Plan has been authorized by all necessary
corporate action of it and, subject to the receipt of all required  shareholder,
lender,  governmental,  and regulatory consents,  approvals, and authorizations,
and the filing of all  required  governmental  filings  and  notices,  including
compliance with applicable  banking,  trust company,  bank holding company,  and
securities  laws,  and the  requirements  of  NASDAQ  or  other  self-regulatory
authority,  and the Registration Statement becoming effective, is a legal, valid
and binding agreement of it enforceable against it in accordance with its terms;

         (F)  subject  to the  receipt  of  all  required  shareholder,  lender,
governmental,  and regulatory consents,  approvals, and authorizations,  and the
filing of all required  governmental  filings and notices,  including compliance
with applicable  banking,  trust company,  bank holding company,  and securities
laws, and the requirements of NASDAQ or other self-regulatory authority, and the
Registration   Statement  becoming  effective,   the  execution,   delivery  and
performance of the Plan by it does not, and the consummation of the transactions
contemplated hereby by it will not, constitute: (1) a breach or violation of, or
a default  under,  any law, rule or regulation or any judgment,  decree,  order,
governmental permit or license,  or agreement,  indenture or instrument of it or
its  Subsidiaries or to which it or its Subsidiaries (or any of their respective
properties) is subject which breach,  violation or default would have a Material
Adverse Effect,  or enable any private person to enjoin any of the  transactions
contemplated  hereby;  or (2) a breach or violation of, or a default under,  the
certificate  or  articles  of  incorporation  or  bylaws  of it or  any  of  its
Subsidiaries  other  than any  consent,  approval  authorization  or filing  the
absence of which will not have a Material Adverse Effect. Any consent,  approval
or  authorization  required by it in  connection  with the  consummation  of the
transactions  contemplated  by this Plan that are not set forth in Paragraph (A)
of Article V has been set forth in the Synovus or United Disclosure Schedule, as
applicable;


                                     - 9 -


         (G) since  December 31, 2000,  United and Synovus have filed all forms,
reports and  documents  with the SEC  required to be filed by it pursuant to the
federal  securities  laws and SEC rules  and  regulations  thereunder  (the "SEC
Reports,")  each of which complied as to form, at the time such form,  report or
document was filed, in all material respects with the applicable  requirement of
the Securities Act of 1933, as amended  ("Securities Act"), the Exchange Act and
the applicable rules and regulations  thereunder.  As of their respective dates,
none of the SEC Reports,  contained  any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made,  not  misleading.  Each of the balance sheets in or  incorporated  by
reference  into the SEC  Reports  (including  the related  notes and  schedules)
fairly  presents  the  financial  position of the entity or entities to which it
relates as of its date and each of the  statements  of  operations  and retained
earnings  and of cash flows and  changes in  financial  position  or  equivalent
statements in or incorporated  by reference into the SEC Reports  (including any
related notes and schedules) fairly presents the results of operations, retained
earnings and cash flows and changes in financial  position,  as the case may be,
of the entity or entities to which it relates for the periods set forth  therein
(subject, in the case of unaudited interim statements,  to normal year-end audit
adjustments  that  are not  material  in  amount  or  effect),  in each  case in
accordance  with generally  accepted  accounting  principles  applicable to bank
holding companies  consistently  applied during the periods involved,  except as
may be noted therein. It has no material obligations or liabilities  (contingent
or  otherwise)  except as  disclosed  in the SEC  Reports.  For purposes of this
paragraph,  material shall have the meaning as defined under the Securities Act,
the Exchange Act and the rules promulgated thereunder;

         (H)  it  has  no  material   liabilities  and  obligations  secured  or
unsecured, whether accrued, absolute, contingent or otherwise, known or unknown,
due or to become due, including, but not limited to tax liabilities, that should
have been but are not reflected in or reserved against in its audited  financial
statements as of December 31, 2001 or disclosed in the notes thereto;

         (I)  there  has  not  been  the  occurrence  of  one  or  more  events,
conditions,  actions or states of facts  which,  either  individually  or in the
aggregate,  have  caused a  Material  Adverse  Effect  with  respect to it since
December 31, 2001;

         (J) all  material  federal,  state,  local,  and  foreign  tax  returns
required to be filed by or on behalf of it or any of its Subsidiaries  have been
timely  filed or requests  for  extensions  have been timely  filed and any such
extension  shall have been granted and not have expired;  and to the best of its
knowledge,  all such  returns  filed are  complete  and accurate in all material
respects.  All  taxes  shown on  returns  filed by it have  been paid in full or
adequate  provision  has been made for any such taxes on its  balance  sheet (in
accordance with generally accepted accounting principles). As of the date of the
Plan,  there is no audit  examination,  deficiency,  or refund  litigation  with
respect to any taxes of it that would result in a determination  that would have
a Material Adverse Effect.  All taxes,  interest,  additions,  and penalties due
with  respect to completed  and settled  examinations  or  concluded  litigation
relating  to it have been paid in full or adequate  provision  has been made for
any such taxes on its  balance  sheet (in  accordance  with  generally  accepted
accounting  principles).  It has not  executed  an  extension  or  waiver of any
statute of  limitations  on the assessment or collection of any material tax due
that is  currently  in  effect.  Deferred  taxes have been  provided  for in its

                                     - 10 -


financial statements in accordance with generally accepted accounting principles
applied on a consistent basis. To the best of its knowledge, it is in compliance
with, and its records contain all information and documents  (including properly
completed IRS Forms W-9) necessary to comply with,  all  applicable  information
reporting and tax withholding  requirements under federal,  state, and local tax
laws, and such records  identify with specificity all accounts subject to backup
withholding  under Section 3406 of the Internal  Revenue  Code,  except for such
instances of  noncompliance  and such omissions as are not reasonably  likely to
have, individually or in the aggregate, a Material Adverse Effect;

         (K)(1) no  litigation,  proceeding or  controversy  before any court or
governmental  agency  is  pending,  and  there is no  pending  claim,  action or
proceeding  against  it or any of its  Subsidiaries,  which is  likely to have a
Material  Adverse  Effect  or  to  prevent   consummation  of  the  transactions
contemplated  hereby,  and, to the best of its  knowledge,  no such  litigation,
proceeding, controversy, claim or action has been threatened or is contemplated;
and (2)  neither it nor any of its  Subsidiaries  is  subject to any  agreement,
memorandum of  understanding,  commitment  letter,  board  resolution or similar
arrangement  with,  or  transmitted  to,  any  regulatory  authority  materially
restricting  its  operations  as conducted on the date hereof or requiring  that
certain  actions be taken which could  reasonably be expected to have a Material
Adverse Effect;

         (L)  neither it nor its  Subsidiaries  are in  default in any  material
respect under any material contract (as defined in Item 601(b)(10) of Regulation
S-K) and there  has not  occurred  any event  that with the lapse of time or the
giving of notice or both would constitute such a default;

         (M) all  "employee  benefit  plans," as defined in Section  3(3) of the
Employee Retirement Income Security Act of 1974 ("ERISA"), that cover any of its
or its  Subsidiaries'  employees,  comply  in all  material  respects  with  all
applicable requirements of ERISA, the Code and other applicable laws; neither it
nor any of its  Subsidiaries  has  engaged  in a  "prohibited  transaction"  (as
defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any
such plan which is likely to result in any  material  penalties  or taxes  under
Section  502(i) of ERISA or Section 4975 of the Code;  no material  liability to
the Pension Benefit  Guaranty  Corporation has been or is expected by it or them
to be  incurred  with  respect  to any such plan which is subject to Title IV of
ERISA  ("Pension  Plan"),  or with  respect  to any  "single-employer  plan" (as
defined in Section 4001(a)(15) of ERISA) currently or formerly maintained by it,
them or any entity which is  considered  one employer with it under Section 4001
of ERISA or Section 414 of the Code; no Pension Plan had an "accumulated funding
deficiency"  (as defined in Section  302 of ERISA  (whether or not waived) as of
the last day of the end of the most recent  plan year  ending  prior to the date
hereof;  the fair market  value of the assets of each  Pension  Plan exceeds the
present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of
ERISA)  under such  Pension Plan as of the end of the most recent plan year with
respect to the  respective  Plan ending prior to the date hereof,  calculated on
the  basis  of the  actuarial  assumptions  used in the  most  recent  actuarial
valuation for such Pension Plan as of the date hereof;  to the actual  knowledge
of its executive officers,  there are no pending or anticipated  material claims
against or otherwise  involving  any of its employee  benefit plans and no suit,
action or other  litigation  (excluding  claims  for  benefits  incurred  in the
ordinary  course of activities  of such plans) has been brought  against or with
respect to any such plan, except for any of the foregoing which would not have a
Material  Adverse  Effect;  no notice of a  "reportable  event"  (as  defined in
Section 4043 of ERISA) for which the 30-day  reporting  requirement has not been
                                     - 11 -


waived has been  required to be filed for any Pension  Plan within the  12-month
period ending on the date hereof;  it and its Subsidiaries  have not contributed
to a "multi-employer plan", as defined in Section 3(37) of ERISA; and it and its
Subsidiaries  do not have any  obligations  for retiree health and life benefits
under any benefit plan,  contract or arrangement,  except as required by Section
4980B of the Code and Part 6 of Subtitle B of Title I of ERISA;

         (N) each of it and its  Subsidiaries  has good and marketable  title to
its  respective  properties  and  assets,  tangible  or  intangible  (other than
property as to which it is lessee), except for such defects in title which would
not, in the aggregate, have a Material Adverse Effect;

         (O) it knows of no reason why the regulatory  approvals  referred to in
Paragraphs  (A)(2) and (A)(3) of Article V should not be  obtained  without  the
imposition  of any  condition of the type  referred to in the proviso  following
such  Paragraphs  (A)(2) and (A)(3) and it has taken no action or agreed to take
any action that is reasonably  likely to prevent the Merger from  qualifying for
treatment as a  reorganization  within the meaning of Section 368(a) of the Code
for federal income tax purposes;

         (P) its  reserve  for  possible  loan and lease  losses as shown in its
audited  financial  statements  as of December 31, 2001 was, and its reserve for
possible loan and lease losses as shown in all Quarterly Reports on Form 10-Q or
on Form 10-QSB, applicable,  filed prior to the Effective Date will be, adequate
in  all  material  respects  under  generally  accepted  accounting   principles
applicable to banks and bank holding companies;

         (Q) it and each of its Subsidiaries has all material permits, licenses,
certificates of authority,  orders,  and approvals of, and has made all filings,
applications,  and  registrations  with,  federal,  state,  local,  and  foreign
governmental  or  regulatory  bodies that are  required in order to permit it to
carry on its  business  as it is  presently  conducted  and the absence of which
would have a Material Adverse Effect; all such permits,  licenses,  certificates
of authority,  orders,  and  approvals are in full force and effect,  and to the
best knowledge of it no suspension or cancellation of any of them is threatened;

         (R) in the case of  Synovus,  the shares of capital  stock to be issued
pursuant to the Plan, when issued in accordance with the terms of the Plan, will
be duly authorized,  validly issued, fully paid and nonassessable and subject to
no preemptive rights of any current or past shareholders;

         (S) neither it nor any of its  Subsidiaries  is a party to, or is bound
by,  any  collective  bargaining  agreement,  contract,  or other  agreement  or
understanding with a labor union or labor organization,  nor is it or any of its
Subsidiaries  the  subject  of a  proceeding  asserting  that  it  or  any  such
Subsidiary  has  committed an unfair  labor  practice or seeking to compel it or
such  Subsidiary  to  bargain  with  any  labor  organization  as to  wages  and
conditions  of  employment,  nor is there  any  strike  or other  labor  dispute
involving it or any of its Subsidiaries pending or threatened;

         (T) other than  services  provided by Brown,  Burke  Capital  Partners,
L.L.C.,  which has been  retained  by United and the  arrangements  with  which,
including fees, have been disclosed to Synovus prior to the date hereof, neither
it nor any of its Subsidiaries, nor any of their respective officers, directors,
or  employees,  has employed any broker or finder or incurred any  liability for
any financial advisory fees, brokerage fees, commissions,  or finder's fees, and

                                     - 12 -


no broker  or  finder  has acted  directly  or  indirectly  for it or any of its
Subsidiaries,  in  connection  with  the Plan or the  transactions  contemplated
hereby;

         (U) the  information  to be  supplied by it for  inclusion  in: (1) the
Registration  Statement  on  Form  S-4  and/or  such  other  form(s)  as  may be
appropriate  to be filed under the  Securities  Act, with the SEC by Synovus for
the purpose of, among other things,  registering  the Synovus Common Stock to be
issued  to  the  shareholders  of  United  in  the  Merger  (the   "Registration
Statement");  or (2) the  proxy  statement  to be filed  with the SEC  under the
Exchange  Act  and  distributed  in  connection  with  United's  meeting  of its
shareholders  to vote upon this Plan (as  amended or  supplemented  from time to
time, the "Proxy  Statement",  and together with the prospectus  included in the
Registration Statement, as amended or supplemented from time to time, the "Proxy
Statement/Prospectus")  will not at the time such Registration Statement becomes
effective,  and in the case of the Proxy  Statement/Prospectus at the time it is
mailed and at the time of the meeting of  stockholders  contemplated  under this
Plan,  contain  any untrue  statement  of a  material  fact or omit to state any
material  fact  required to be stated  therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading;

         (V) for purposes of this section,  the  following  terms shall have the
indicated meaning:

         "Environmental  Law" means any  federal,  state or local law,  statute,
ordinance,  rule, regulation,  code, license, permit,  authorization,  approval,
consent, order, judgment,  decree, injunction or agreement with any governmental
entity  relating to: (1) the  protection,  preservation  or  restoration  of the
environment  (including,  without limitation,  air, water vapor,  surface water,
groundwater,  drinking water supply,  surface soil,  subsurface  soil, plant and
animal  life or any  other  natural  resource);  and/or  (2) the  use,  storage,
recycling,  treatment,   generation,   transportation,   processing,   handling,
labeling,  production,  release or disposal of  Hazardous  Substances.  The term
Environmental   Law  includes   without   limitation:   (1)  the   Comprehensive
Environmental  Response,  Compensation and Liability Act, as amended,  42 U.S.C.
ss.9601,  et seq; the Resource  Conservation  and Recovery  Act, as amended,  42
U.S.C.  ss.6901,  et seq; the Clean Air Act, as amended,  42 U.S.C.  ss.7401, et
seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C.  ss.1251, et
seq; the Toxic Substances Control Act, as amended,  15 U.S.C.  ss.9601,  et seq;
the Emergency Planning and Community Right to Know Act, 42 U.S.C.  ss.11001,  et
seq; the Safe Drinking Water Act, 42 U.S.C.  ss.300f,  et seq; all  accompanying
federal  regulations and all comparable state and local laws; and (2) any common
law (including  without  limitation common law that may impose strict liability)
that may impose  liability  or  obligations  for  injuries or damages due to, or
threatened  as a  result  of,  the  presence  of or  exposure  to any  Hazardous
Substance.

         "Hazardous  Substance"  means any substance or waste presently  listed,
defined, designated or classified as hazardous, toxic, radioactive or dangerous,
or  otherwise  regulated,  under any  Environmental  Law,  whether by type or by
quantity,  including any material  containing any such substance as a component.
Hazardous  Substances include without limitation  petroleum or any derivative or
by-product  thereof,   asbestos,   radioactive  material,   and  polychlorinated
biphenyls.


                                     - 13 -


         "Loan  Portfolio  Properties  and Other  Properties  Owned" means those
properties owned or operated by Synovus or United as applicable, or any of their
respective Subsidiaries.

                  (1) there are no actions,  suits,  demands,  notices,  claims,
investigations  or  proceedings  pending  or,  to the  actual  knowledge  of its
executive officers,  threatened against it and its Subsidiaries  relating to the
Loan Portfolio  Properties and Other  Properties Owned by it or its Subsidiaries
under any Environmental Law,  including without  limitation any notices,  demand
letters or requests  for  information  from any  federal or state  environmental
agency  relating to any such  liabilities  under or violations of  Environmental
Law, nor, in the actual  knowledge of its  executive  officers and the executive
officers of its Subsidiaries,  are there any  circumstances  which could lead to
such actions, suits, demands,  notices,  claims,  investigations or proceedings,
except such which will not have, or result in, a Material Adverse Effect; and

         (W) in the case of United,  all  securities  issued by it (or any other
person),  convertible  into  United  Common  Stock  shall,  as a result and upon
consummation of the Merger, be convertible only into Synovus Common Stock.

                                  IV. COVENANTS

         Synovus  hereby  covenants to United,  and United  hereby  covenants to
Synovus, that:

         (A) it  shall  take or  cause  to be  taken  all  action  necessary  or
desirable  under the Plan on its part as promptly as  commercially  practicable,
including the filing of all necessary applications, notices and the Registration
Statement, so as to permit the consummation of the transactions  contemplated by
the Plan at the earliest  possible date and cooperate fully with the other party
hereto to that end;

         (B) in the case of United,  it shall:  (1) take all steps  necessary to
duly call,  give notice of, convene and hold a meeting of its  shareholders  for
the purpose of  approving  the Plan as soon as is  reasonably  practicable;  (2)
distribute to its shareholders the Proxy Statement/Prospectus in accordance with
applicable  federal  and state law and with its  articles of  incorporation  and
bylaws;  (3) recommend to its shareholders that they approve the Plan (unless it
has been  advised in writing by its  counsel  that to do so would  constitute  a
breach of the  fiduciary  or legal  duties of its Board of  Directors);  and (4)
cooperate  and  consult  with  Synovus  with  respect  to each of the  foregoing
matters;

         (C) it will  cooperate  in the  preparation  and  filing  of the  Proxy
Statement/Prospectus  and  Registration  Statement  in order to  consummate  the
transactions contemplated by the Plan as soon as is reasonably practicable;

         (D) Synovus will advise United,  promptly after Synovus receives notice
thereof, of the time when the Registration Statement has become effective or any
supplement or amendment has been filed, of the issuance of any stop order or the
suspension of the  qualification  of the shares of Synovus Common Stock issuable
pursuant to the Plan for offering or sale in any jurisdiction, of the initiation
or threat of any  proceeding  for any such  purpose or of any request by the SEC
for the amendment or supplement of the Registration  Statement or for additional
information;


                                     - 14 -


         (E) in the case of Synovus, it shall take all actions to obtain,  prior
to the  effective  date of the  Registration  Statement,  all  applicable  state
securities law or "Blue Sky" permits,  approvals,  qualifications  or exemptions
for the Synovus shares to be issued pursuant to this Plan;

         (F) subject to its disclosure  obligations imposed by law or regulatory
authority,  unless  reviewed and agreed to by the other party hereto in advance,
it will not issue any press release or written statement for general circulation
relating to the transactions contemplated hereby; provided however, that nothing
in this  Paragraph (F) shall be deemed to prohibit  either party from making any
disclosure  which its counsel  deems  necessary or advisable in order to satisfy
such party's disclosure obligations imposed by law;

         (G) from and  subsequent to the date hereof,  it will:  (1) give to the
other party hereto and its respective counsel and accountants  reasonable access
to its  premises  and books and records  during  normal  business  hours for any
reasonable  purpose related to the  transactions  contemplated  hereby;  and (2)
cooperate and instruct its respective  counsel and accountants to cooperate with
the other party  hereto and with its  respective  counsel and  accountants  with
regard  to  the  formulation  and  production  of  all  necessary   information,
disclosures,  financial  statements,   registration  statements  and  regulatory
filings with respect to the transactions encompassed by the Plan;

         (H) it shall notify the other party  hereto as promptly as  practicable
of:  (1) any  breach of any of its  representations,  warranties  or  agreements
contained herein; (2) any occurrence,  or impending occurrence,  of any event or
circumstance  which would cause or  constitute  a material  breach of any of the
representations,  warranties or agreements of it contained  herein;  and (3) any
material  adverse  change in its financial  condition,  results of operations or
business; and (4) it shall use its best efforts to prevent or remedy the same;

         (I) it shall cooperate and use its best efforts to promptly prepare and
file all necessary documentation, to effect all necessary applications, notices,
petitions,  filings and other  documents,  and to obtain all necessary  permits,
consents,  approvals and  authorizations  of all third parties and  governmental
bodies  or  agencies,   including,  in  the  case  of  Synovus,   submission  of
applications for approval of the Plan and the transactions  contemplated  hereby
to the  Board  of  Governors  of the  Federal  Reserve  System  (the  "Board  of
Governors") in accordance with the provisions of the Bank Holding Company Act of
1956, as amended (the "BHC Act"), the Georgia  Department of Banking and Finance
("Georgia  Department")  and the  Florida  Department  of  Banking  and  Finance
("Florida  Department"),  and to such other  regulatory  agencies as required by
law;

         (J) it will use its best  efforts  to cause the  Merger to qualify as a
reorganization  within the  meaning of  Section  368(a) of the Code for  federal
income tax purposes;

         (K) Synovus  shall use its best  efforts to cause the shares of Synovus
Common Stock to be issued  pursuant to the terms of this Plan to be approved for
listing on the NYSE,  and each such  share  shall be  entitled  to ten votes per
share in accordance  with and subject to those certain  Articles of Amendment to
Synovus' Articles of Incorporation dated April 24, 1986;

         (L)  following the Effective  Date,  Synovus shall  continue to provide
generally to officers  and  employees  of United and its  Subsidiaries  employee

                                     - 15 -


benefits,  including without  limitation  pension  benefits,  health and welfare
benefits, life insurance and vacation and severance arrangements  (collectively,
"Employee Benefits"),  on terms and conditions which, when taken as a whole, are
substantially   similar  to  those   currently   provided   by  United  and  its
Subsidiaries.  As soon as administratively and financially practicable following
the Effective Date, Synovus shall provide generally to officers and employees of
United and its Subsidiaries  Employee Benefits which, when taken as a whole, are
substantially  similar to those  provided  from time to time by Synovus  and its
Subsidiaries to their similarly situated officers and employees. With respect to
Employee Benefits  maintained by Synovus in which United  participates after the
Effective Date,  Synovus agrees:  (1) to treat service by United employees prior
to the  Effective  Date as service  with  Synovus  for  eligibility  and vesting
purposes only; and (2) to waive pre-existing condition  limitations,  if any, as
would  otherwise  be  applied  to  participating  employees  of United  upon the
implementation  of such  Employee  Benefits  constituting  "group  health plans"
within the meaning of Section 5000(b)(i) of the Code;

         (M) it shall  promptly  furnish  the  other  party  with  copies of all
documents filed prior to the Effective Date with the SEC and all documents filed
with other governmental or regulatory  agencies or bodies in connection with the
Merger;

         (N) United shall use its best efforts to cause each director, executive
officer and other person who is an  "affiliate"  (for purposes of Rule 145 under
the Securities Act) to deliver to Synovus as soon as practicable  after the date
hereof,  but in no event  after  the date of the  United  shareholders'  meeting
called to approve the Merger,  a written  agreement  providing  that such person
will not sell,  pledge,  transfer or  otherwise  dispose of any shares of United
Capital Stock held by such "affiliate" except as contemplated by this Agreement,
and will not sell pledge, transfer or otherwise dispose of the shares of Synovus
Common  Stock to be  received  by such  "affiliate"  in the  Merger,  except  in
compliance  with the  applicable  provisions of the Securities Act and the rules
and regulations  thereunder.  The certificates of Synovus Common Stock issued to
affiliates of United will bear an appropriate legend reflecting the foregoing;

         (O) it will not directly or indirectly  take any action or omit to take
any action to cause any of its  representations and warranties made in this Plan
to become untrue;

         (P) in the case of Synovus,  it shall take no action  which would cause
the  shareholders  of United to recognize gain or loss as a result of the Merger
to the extent such  shareholders  would not otherwise  recognize gain or loss as
described in Paragraph (A)(8) of Article V;

         (Q)  United  shall  coordinate  with  Synovus  the  declaration  of any
dividends  in respect of United  Common  Stock and the record  dates and payment
dates  relating  thereto,  it being the  intention  of the  parties  hereto that
holders of United  Common  Stock  shall not receive  two  dividends,  or fail to
receive one  dividend,  for any single  calendar  quarter  with respect to their
shares of United  Common  Stock and any shares of Synovus  Common Stock any such
holder receives in exchange therefor in the Merger;

         (R) United will,  within 30 days after the date  hereof,  engage a firm
satisfactory to Synovus to conduct: (a) a phase one environmental  assessment of
the financial services facilities currently owned by United upon which United is
conducting  a  financial  services  business,  which  assessment  shall meet the

                                     - 16 -


standards  of ASTM E 1527-97  and  shall  include  at a minimum a site  history,
on-site inspection,  asbestos report,  evaluation of surrounding  properties and
soil tests in the event any underground storage tanks are discovered;  and (b) a
transaction  screen that meets the  standards of ASTM E 1528 for the  properties
that  United  leases,  and in  addition,  United  agrees to  conduct a phase one
assessment of the leased  properties if, in Synovus'  reasonable  judgment,  the
transaction screen indicates potential environmental liabilities associated with
the leased  properties.  Synovus has requested such inspection and testing in an
effort to reasonably  determine whether potential  liabilities exist relating to
Environmental Law. Delivery of the phase one assessments and transaction screens
satisfactory to Synovus is an express condition precedent to the consummation of
the Merger. Within 15 days after receipt of these reports,  Synovus shall notify
United in writing  whether or not, in the  reasonable  judgment of Synovus,  the
results of such reports will have a Material  Adverse  Effect on United.  In the
event that Synovus determines,  in its reasonable judgment,  that the results of
such  reports  will have a  Material  Adverse  Effect on  United,  such  written
notification  shall include a statement by Synovus  regarding  whether or not it
intends to terminate this Agreement based upon the results of such reports.  The
Parties agree that Synovus has given United good and valuable  consideration for
its  agreement to obtain and pay the cost of such  inspection  and testing,  and
Synovus shall be entitled to rely on same;

         (S) prior to the  Effective  Date,  United shall  purchase  for, and on
behalf of, its current and former  officers  and  directors,  extended  coverage
under the current directors' and officers' liability insurance policy maintained
by United to provide for  continued  coverage of such  insurance for a period of
four years following the Effective Date with respect to matters  occurring prior
to the Effective Date;

         (T)(1) in the case of Synovus,  subject to the  conditions set forth in
Paragraph  (2) below,  with respect to claims made prior to four years after the
Effective Date,  Synovus shall  indemnify,  defend and hold harmless each person
entitled  to  indemnification   from  United  and  its  Subsidiaries  (each,  an
"Indemnified Party") against all liabilities arising out of actions or omissions
occurring  at or  prior  to  the  Effective  Date  (including  the  transactions
contemplated  by this  Agreement) to the fullest extent  permitted under Florida
law and by United's and its  Subsidiaries'  Articles of Incorporation and bylaws
as in effect on the date hereof,  including  provisions  relating to advances of
expenses  incurred  in the  defense  of any  litigation.  Without  limiting  the
foregoing,  in any case in which  approval by Synovus is required to  effectuate
any  indemnification,  Synovus shall direct,  at the election of the Indemnified
Party,  that the determination of any such approval shall be made by independent
counsel mutually agreed upon between Synovus and the Indemnified Party.

              (2) Any Indemnified Party wishing to claim  indemnification  under
Paragraph  (T)(1)  upon  learning of any such  liability  or  litigation,  shall
promptly notify Synovus  thereof.  In the event of any such litigation  (whether
arising before or after the Effective Date), (a) Synovus shall have the right to
assume the defense thereof,  and Synovus shall not be liable to such Indemnified
Parties  for  any  legal  expenses  of  other  counsel  or  any  other  expenses
subsequently incurred by such Indemnified Parties in connection with the defense
thereof, except that if Synovus elects not to assume such defense or counsel for
the Indemnified  Parties  advises that there are substantive  issues which raise
conflicts  of  interest  between  Synovus  and  the  Indemnified   Parties,  the
Indemnified  Parties may retain counsel  satisfactory to them, and Synovus shall
pay all reasonable fees and expenses of such counsel for the Indemnified Parties

                                     - 17 -


promptly as statements  therefor are received;  provided,  that Synovus shall be
obligated pursuant to this Paragraph (2) to pay for only one firm of counsel for
all Indemnified  Parties in any jurisdiction,  unless, in the written opinion of
counsel for the  Indemnified  Parties,  there exist  conflicts of interest which
would prevent the same counsel from  representing all Indemnified  Parties,  (b)
the  Indemnified  Parties will cooperate in the defense of any such  litigation,
and (c)  Synovus  shall not be liable for any  settlement  effected  without its
prior written  consent;  and provided  further,  that Synovus shall not have any
obligation  hereunder to any Indemnified  Party when and if a court of competent
jurisdiction shall determine,  and such  determination  shall have become final,
that the  indemnification  of such Indemnified Party in the manner  contemplated
hereby is prohibited by applicable law;

         (U) prior to the  Effective  Date,  United will use its best efforts to
take  all  steps  required  to  exempt  the  transactions  contemplated  by this
Agreement from any applicable state anti-takeover law;

         (V) at the request of Synovus,  United,  United Bank and Trust  Company
and United Bank of the Gulf Coast shall  immediately prior to the Effective Date
establish  and take such  reserves  and  accruals  as Synovus  reasonably  shall
request to conform  United  Bank and Trust  Company  and United Bank of the Gulf
Coast's loan, accrual,  reserve and other accounting policies to the policies of
Synovus,  provided however,  such requested  conforming  adjustment shall not be
taken into account in determining whether an event or events have had a Material
Adverse Effect on United;

         (W)  in  the  case  of  United,  it  shall  dispose  of  its  portfolio
investments   in  Directed   Capital  and  Dental  Care  Alliance  and  use  its
commercially  reasonable best efforts to dispose of its portfolio  investment in
Nexity; and

         (X) in the case of United,  it shall take all actions  necessary to fix
the  variable  pool dollar  amount of cash to be awarded  under  United's  Stock
Option and Incentive Compensation Plan between the date hereof and the Effective
Date at $3,033,000.

                          V. CONDITIONS TO CONSUMMATION

         (A) The  respective  obligations of Synovus and of United to effect the
Merger shall be subject to the  satisfaction  prior to the Effective Date of the
following conditions:

                  (1) the Plan and the  transactions  contemplated  hereby shall
have  been  approved  by the  requisite  vote of the  shareholders  of United in
accordance  with  applicable  law and  United  shall have  furnished  to Synovus
certified copies of resolutions duly adopted by United's shareholders evidencing
the same;

                  (2)      the procurement by Synovus and United of approval of
the Plan and the transactions contemplated hereby by the Board of Governors,
the Georgia Department and by the Florida Department;

                  (3) procurement of all other regulatory consents and approvals
which are necessary to the consummation of the transactions  contemplated by the
Plan;  provided,  however,  that no approval or consent in Paragraphs (A)(2) and
(A)(3) of this  Article V shall be  deemed  to have  been  received  if it shall

                                     - 18 -


include any conditions or  requirements  (other than  conditions or requirements
which are customarily  included in such an approval or consent which do not have
a Material  Adverse  Effect) which would have such a Material  Adverse Effect on
the economic or business benefits of the transactions  contemplated hereby as to
render  inadvisable the consummation of the Merger in the reasonable  opinion of
the Board of Directors of Synovus or United;

                  (4) the  satisfaction  of all other  statutory  or  regulatory
requirements,   including  the  requirements  of  NASDAQ,  NYSE  or  other  self
regulatory  organizations,  which  are  necessary  to  the  consummation  of the
transactions contemplated by the Plan;

                  (5) no party hereto  shall be subject to any order,  decree or
injunction  or any other  action of a United  States  federal or state  court of
competent   jurisdiction   permanently   restraining,   enjoining  or  otherwise
prohibiting the transactions contemplated by this Agreement;

                  (6) no party hereto  shall be subject to any order,  decree or
injunction or any other action of a United States federal or state governmental,
regulatory  or  administrative  agency or commission  restraining,  enjoining or
otherwise prohibiting the transactions contemplated by this Agreement;

                  (7) the  Registration  Statement  shall have become  effective
under the Securities Act and no stop order  suspending the  effectiveness of the
Registration  Statement  shall  have been  issued  and no  proceedings  for that
purpose  shall have been  initiated or  threatened by the SEC, and Synovus shall
have  received  all state  securities  law and "Blue  Sky"  permits,  approvals,
qualifications   or  exemptions   necessary  to  consummate   the   transactions
contemplated hereby;

                  (8) each party shall have received an opinion ("Tax  Opinion")
from  KPMG  LLP,  certified  public  accountants  ("KPMG"),  updated  as of  the
Effective Date, to the effect that the Merger will be treated for federal income
tax purposes as a reorganization  within the meaning of Section  368(a)(1)(A) of
the  Code and  that,  accordingly:  (i) no gain or loss  will be  recognized  by
Synovus or United for  federal,  Florida  and Georgia  income tax  purposes as a
result of the  Merger;  (ii) no gain or loss will be  recognized  for federal or
Georgia  income tax purposes by the  shareholders  of United who exchange  their
shares of United Common Stock (including  shares of convertible  preferred stock
which shall be converted  into shares of United  Common  Stock on the  Effective
Date)  solely for shares of Synovus  Common  Stock  pursuant to the Merger;  and
(iii) no gain or loss will be recognized  for federal income tax purposes by the
holders of the United Stock Options upon exchange for Synovus Stock Options upon
the Merger,  and the Synovus Stock  Options  issued in exchange for United Stock
Options which qualify as incentive  stock options under section 422 of the Code,
will, as exchanged for Synovus Stock  Options,  continue to qualify as incentive
stock options for purposes of section 422 of the Code and the Merger transaction
and  issuance of the Synovus  Stock  Options in exchange  will not  constitute a
disposition  or the  granting of a new  incentive  stock  option for purposes of
section 422 of the Code;

                  (9) each  party  shall  have  delivered  to the other  party a
certificate,  dated as of the  Effective  Date,  signed by its  Chief  Executive
Officer  and its  Chief  Financial  Officer,  to the  effect  that,  to the best
knowledge   and  belief  of  such   officers,   the   statement   of  facts  and
representations  made on behalf of the  management  of such party,  presented to

                                     - 19 -


KPMG in delivering the Tax Opinion,  were at the date of such presentation true,
correct and  complete.  Each party shall have received a copy of the Tax Opinion
referred to in Paragraph (A)(8) of this Article V;

                  (10)  Synovus  shall have  assumed all  obligations  of United
under the Indenture (the  "Indenture"),  dated as of December 16, 1998,  entered
into between United,  as the Company,  and Wilmington Trust Company,  a Delaware
banking  corporation,  as Trustee,  as provided for in Section 12.1 Article XII,
and other  applicable  provisions of the Indenture,  and shall have executed and
delivered  a  supplemental  indenture  in form  satisfactory  to the  Trustee as
provided for in Article XII of the Indenture; and

                  (11)  Synovus  shall have  assumed all  obligations  of United
under the  Indenture  (the "Second  Indenture"),  dated as of December 18, 2001,
entered into between United, as Issuer,  and State Street Bank and Trust Company
of Connecticut,  National  Association,  as Trustee,  as provided for in Section
3.7, Article XI, and other applicable  provisions of the Second  Indenture,  and
shall have executed and delivered a supplemental  indenture in form satisfactory
to the Trustee as provided for in Article XI of the Second Indenture.

         (B) The  obligation of Synovus to effect the Merger shall be subject to
the  satisfaction  prior  to the  Effective  Date  of the  following  additional
conditions:

                  (1)  each of the  representations,  warranties  and  covenants
contained  herein of United shall be true on, or complied with by, the Effective
Date in all material  respects as if made on such date (or on the date when made
in the case of any representation or warranty which  specifically  relates to an
earlier date) and Synovus shall have received a certificate  signed by the Chief
Executive Officer of United, dated the Effective Date, to such effect;

                  (2)  there  shall be no  discovery  of  facts,  or  actual  or
threatened  causes of action,  investigations  or  proceedings  by or before any
court or other  governmental  body that relates to or involves  either United or
its Subsidiaries: (i) which, in the reasonable judgment of Synovus, would have a
Material  Adverse  Effect on, or which may be foreseen to have Material  Adverse
Effect on, either United or the consummation of the transactions contemplated by
this Agreement;  (ii) that challenges the validity or legality of this Agreement
or the consummation of the transactions contemplated by this Agreement; or (iii)
that seeks to  restrain  or  invalidate  the  consummation  of the  transactions
contemplated by this Agreement or seeks damages in connection therewith;

                  (3) Synovus  shall not have  learned of any fact or  condition
with  respect  to  the  business,  properties,   assets,  liabilities,   deposit
relationships  or  earnings  of United  which,  in the  reasonable  judgment  of
Synovus,  is  materially  at  variance  with  one or more of the  warranties  or
representations set forth in this Agreement or which, in the reasonable judgment
of Synovus, has or will have a Material Adverse Effect on United;

                  (4)      Neil W. Savage shall have entered into an employment
agreement with Synovus as proposed by Synovus and approved by Mr. Savage on
September 24, 2002, which will become effective as of the Effective Date;

                  (5) on the Effective  Date,  United Bank and Trust Company and
United  Bank of the Gulf  Coast  will  have a CAMEL  rating  of at least 2 and a
Compliance   Rating  and   Community   Reinvestment   Act  Rating  of  at  least
Satisfactory;
                                     - 20 -


                  (6)  on the  Effective  Date,  United  will  have a loan  loss
reserve of at least 1.50% of loans and which will be  adequate  in all  material
respects under generally accepted accounting principles applicable to banks;

                  (7) the  results  of any  regulatory  exam of  United  and its
Subsidiaries  occurring  between the date hereof and the Effective Date shall be
satisfactory in Synovus' reasonable judgment;

                  (8)      United shall have delivered to Synovus the environ-
mental reports referenced in Paragraph (R) of Article IV;

                  (9) each of the  officers  and  directors of United shall have
delivered a letter to Synovus to the effect that such person is not aware of any
claims he might have against  United other than routine  compensation,  benefits
and the like as an employee, or ordinary rights as a customer;

                  (10) there shall have been no  determination  by Synovus  that
any fact,  event or condition  exists or has occurred  that,  in the  reasonable
judgment of Synovus, would render the Merger impractical because of any state of
war, national emergency,  banking moratorium or general suspension of trading on
Nasdaq, the NYSE or other national securities exchange;

                  (11)     United shall have disposed of its portfolio
investments in Nexity, Directed Capital and Dental Care Alliance; and

                  (12) The amount  paid by  Synovus as Total Cash  Consideration
and  the  value  of  dissenters'   rights   (measured  by  the  Per  Share  Cash
Consideration  and the Per  Share  Stock  Consideration  attributable  to shares
subject  to  dissenters'  rights)  for  which  notice  has  been  duly  given in
accordance  with the Florida  Act shall not in total  exceed 49% of the value of
the Total Cash Consideration and the Total Stock Consideration.

         (C) The  obligation  of United to effect the Merger shall be subject to
the  satisfaction  prior  to the  Effective  Date  of the  following  additional
conditions:

                  (1)  each of the  representations,  warranties  and  covenants
contained herein of Synovus shall be true on, or complied with by, the Effective
Date in all material  respects as if made on such date (or on the date when made
in the case of any representation or warranty which  specifically  relates to an
earlier date) and United shall have  received a certificate  signed by the Chief
Executive Officer of Synovus, dated the Effective Date, to such effect;

                  (2) the listing  for  trading of the shares of Synovus  Common
Stock which shall be issued pursuant to the terms of this Plan on the NYSE shall
have been  approved by the NYSE  subject to official  notice of issuance and the
Board  of  Directors  of  Synovus  shall  have  adopted   resolutions   granting
shareholders of United Capital Stock ten votes per share;

                  (3)  there  shall be no  discovery  of  facts,  or  actual  or
threatened  causes of action,  investigations  or  proceedings  by or before any
court or other  governmental  body that relates to or involves either Synovus or
its Subsidiaries:  (a) which, in the reasonable judgment of United, would have a
Material  Adverse Effect on, or which may be foreseen to have a Material  Effect
on, either Synovus or the consummation of the transactions  contemplated by this
Agreement; (b) that challenges the validity or legality of this Agreement or the

                                     - 21 -


consummation  of the  transactions  contemplated  by the Agreement;  or (c) that
seeks  to  restrain  or  invalidate  the   consummation   of  the   transactions
contemplated by this Agreement or seeks damages in connection therewith;

                  (4) United  shall not have  learned  of any fact or  condition
with  respect  to  the  business,  properties,   assets,  liabilities,   deposit
relationships  or  earnings  of Synovus  which,  in the  reasonable  judgment of
United,  is  materially  at  variance  with  one or  more of the  warranties  or
representations set forth in this Agreement or which, in the reasonable judgment
of United, has or will have a Material Adverse Effect on Synovus;

                  (5) United shall have received from the Senior Deputy  General
Counsel of Synovus an  opinion  to the effect  that  Synovus is duly  organized,
validly  existing  and in good  standing,  the Plan has  been  duly and  validly
authorized by all necessary  corporate  action on the part of Synovus,  has been
duly and validly  executed and  delivered  by Synovus,  is the valid and binding
obligation of Synovus,  enforceable in accordance  with its terms except as such
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or similar laws  affecting the  enforcement of creditors'  rights  generally and
that the  shares of  Synovus  Common  Stock to be issued in the  Merger are duly
authorized,  validly issued, fully paid,  nonassessable,  and not subject to any
preemptive rights of any current or past shareholders;

                  (6) United  shall have  received  from  Brown,  Burke  Capital
Partners,  L.L.C.  a letter to the effect that, in the opinion of such firm, the
Per Share Cash Consideration and the Per Share Stock Consideration is fair, from
a financial point of view, to the holders of United Capital Stock;

                  (7) there shall have been no  determination by United that any
fact, event or condition exists or has occurred that, in the reasonable judgment
of United,  would  render the  Merger  impractical  because of any state of war,
national emergency,  banking  moratorium,  or a general suspension of trading on
Nasdaq, the NYSE or other national securities exchange;

                  (8) Neil W.  Savage  shall  have  entered  into an  employment
agreement  with Synovus as proposed by Synovus and approved by Neil W. Savage on
September  24,  2002,  which will become  effective  as of the  Effective  Date;
provided however,  the refusal of Neil W. Savage to enter into such an agreement
as of the Effective Date when tendered by Synovus at the closing shall void this
condition; and

                  (9)  Synovus  shall not have:  (i)  amended  its  articles  of
incorporation, bylaws or other governing documents in any manner so as to create
a class of preferred  shares of stock or securities  convertible into stock that
is superior in liquidation, voting, dividends, or other preference rights to the
Synovus Common Stock; or (ii) declared or paid any extra-ordinary or liquidating
dividend.

                                 VI. TERMINATION

         (A) The Plan may be  terminated  prior to the  Effective  Date,  either
before or after its approval by the stockholders of United:

                  (1)      by the mutual consent of Synovus and United, if the
Board of Directors of each so determines by vote of a majority of the members
of its entire Board;

                                     - 22 -


                  (2) by Synovus or United if  consummation  of the Merger  does
not occur by reason of the failure of any of the conditions  precedent set forth
in Article V hereof unless the failure to meet such  condition  precedent is due
to a breach of the Plan by the party seeking to terminate;

                  (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 January 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;

                  (4) by United, if the closing price of Synovus Common Stock on
the NYSE is below  $19.00  per share on any date  beginning  on the date of this
Agreement  and ending five  business  days prior to the  Effective  Date. In the
event the closing  price of Synovus  Common  Stock is less than $19.00 per share
prior to the United Shareholders'  Meeting,  United shall notify Synovus as soon
as practicable as to whether it has determined to terminate this  Agreement.  In
the event the  closing  price of Synovus  Common  Stock is less than  $19.00 per
share  subsequent to the United  Shareholders'  Meeting,  United shall have five
business days from such date in which to make a determination  to terminate this
Agreement.  In the event United does not terminate  this  Agreement  within five
business days, United shall no longer have the right to terminate this Agreement
pursuant to this provision; and

                  (5) by Synovus,  if the closing price of Synovus  Common Stock
on the NYSE is above $29.00 per share on any date  beginning on the date of this
Agreement  and ending five  business  days prior to the  Effective  Date. In the
event the closing  price of Synovus  Common  Stock is more than $29.00 per share
prior to the United Shareholders'  Meeting,  Synovus shall notify United as soon
as practicable as to whether it has determined to terminate this  Agreement.  In
the event the  closing  price of Synovus  Common  Stock is more than  $29.00 per
share subsequent to the United  Shareholders'  Meeting,  Synovus shall have five
business days from such date in which to make a determination  to terminate this
Agreement.  In the event Synovus does not terminate this  Agreement  within five
business  days,  Synovus  shall no  longer  have the  right  to  terminate  this
Agreement pursuant to this provision.

         (B) In the event of the  termination  and abandonment of this Agreement
pursuant to Article VI(A) of this  Agreement,  this Agreement  shall become void
and have no effect,  except as set forth in Paragraph (A) of Article  VIII,  and
there shall be no liability on the part of any party hereto or their  respective
officers or directors;  provided, however, that: (1) United shall be entitled to
a cash  payment  from Synovus for  United's  reasonable  out-of-pocket  expenses
relating to the Merger in an amount not to exceed  $150,000,  which amount shall
not be deemed an exclusive  remedy or  liquidated  damages,  in the event of the
termination  of this  Agreement  due to the failure by Synovus to satisfy any of
its  representations,  warranties or covenants set forth herein; and (2) Synovus
shall  be  entitled  to a cash  payment  from  United  for  Synovus'  reasonable
out-of-pocket  expenses relating to the Merger and for reimbursement of the fair
market value of services  provided by internal  counsel and due  diligence  team
members in connection with the Merger in an amount not to exceed $150,000, which
amount shall not be deemed an exclusive  remedy or  liquidated  damages,  in the
event of the  termination  of this  Agreement  due to the  failure  by United to
satisfy any of its representations, warranties or covenants set forth herein.



                                     - 23 -


                               VII. EFFECTIVE DATE

         The  "Effective  Date"  shall be the date on which the  Merger  becomes
effective  as  specified  in the  Certificate  of  Merger  to be filed  with the
Secretary of State of Georgia and the  Department of State of Florida  approving
the Merger, which date shall be no earlier than January 1, 2003.

                               VIII. OTHER MATTERS

         (A) The  agreements  and  covenants of the parties which by their terms
apply in whole or in part after the  Effective  Date shall survive the Effective
Date.  Except for  Paragraph (R) of Article III, and Paragraph (N) of Article IV
which shall survive the Effective  Date, no other  representations,  warranties,
agreements and covenants  shall survive the Effective Date. If the Plan shall be
terminated,  the  agreements  of the  parties in  Paragraph  (G) of Article  IV,
Paragraph  (B) of Article VI and  Paragraphs  (E) and (F) of this Article  shall
survive such termination.

         (B) Prior to the Effective  Date, any provision of the Plan may be: (1)
waived  by the party  benefited  by the  provision  or by both  parties;  or (2)
amended or modified at any time (including the structure of the  transaction) by
an agreement in writing between the parties hereto approved by their  respective
Boards of Directors (to the extent allowed by law) or by their respective Boards
of Directors.

         (C) This Plan may be executed in multiple and/or  facsimile  originals,
and each copy of the Plan bearing the manually executed,  facsimile  transmitted
or photocopied  signature of each of the parties hereto shall be deemed to be an
original.

         (D) The Plan shall be governed by, and interpreted in accordance  with,
the laws of the State of Georgia, and the corporate laws of Florida with respect
to the merger of United and corporate and shareholder  actions taken by United's
shareholders and/or Board of Directors in connection with this Plan.

         (E)  Each  party  hereto  will  bear  all  expenses  incurred  by it in
connection with the Plan and the transactions  contemplated  hereby,  including,
but not  limited  to,  the fees  and  expenses  of its  respective  counsel  and
accountants.

         (F)  Each of the  parties  and its  respective  agents,  attorneys  and
accountants  will maintain the  confidentiality  of all information  provided in
connection  herewith which has not been publicly  disclosed unless it is advised
by counsel that any such information is required by law to be disclosed.

         (G) All notices,  requests,  acknowledgments  and other  communications
hereunder  to a party  shall be in writing and shall be deemed to have been duly
given  when  delivered  by  hand,  telecopy,  telegram  or telex  (confirmed  in
writing),  by overnight courier or sent by registered or certified mail, postage
paid, to such party at its address set forth below or such other address as such
party may specify by notice to the other party hereto.

         If to Synovus, to Mr. Thomas J. Prescott,  Executive Vice President and
Chief  Financial  Officer of Synovus,  Suite 301,  901 Front  Avenue,  Columbus,
Georgia 31901 (Fax Number 706-649-2342), with a copy to Ms.
Kathleen Moates at the same address.

                                     - 24 -


         If to United, to Mr. Neil W. Savage, President and Chief Executive
Officer of United, 333 Third Avenue North, Suite 200, St. Petersburg, Florida
33701-3346 (Fax Number 727-821-3563, with a copy to Richard O. Jacobs, Holland &
Knight, LLP, 200 Central Avenue, Suite 1600, St. Petersburg, Florida 33701).

         (H) All terms and  provisions  of the Plan  shall be  binding  upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.  Except as expressly  provided for herein,  nothing in this Plan is
intended  to confer  upon any other  person any rights or remedies of any nature
whatsoever under or by reason of this Plan.

         (I) The Plan represents the entire  understanding of the parties hereto
with reference to the  transactions  contemplated  hereby and supersedes any and
all other oral or written agreements heretofore made.

         (J) This Plan may not be  assigned  by any  party  hereto  without  the
written consent of the other parties.

         (K)  Disclosure  by  United,  and  Synovus,  as the case may be, in its
Disclosure  Schedule,  to the extent such disclosure does not contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances  under which they were made, not misleading,  shall constitute
disclosure by such party for all purposes of that Disclosure Schedule,  and this
Agreement and Plan.

         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 written.

           SYNOVUS FINANCIAL CORP.

           By: /s/ Thomas J. Prescott

                   Title: Executive Vice President and Chief Financial Officer


                   Attest: Kathleen Moates

                   Title:   /s/ Assistant Secretary


           UNITED FINANCIAL HOLDINGS, INC.

           BY:    /s/ Neil W. Savage

                      Title:     President and Chief Executive Officer


                       Attest:    /s/  C. Peter Bardin

                       Title:    Senior Vice President and Chief
                                 Financial Officer




                                     - 25 -