exv10w9






Exhibit 10.9




SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

AMENDED AND RESTATED AS OF JUNE 27, 2007




     The name of this plan is the Synovus Financial Corp. Director Stock Purchase Plan (the
“Plan”). The purpose of the Plan is to enable Synovus Financial Corp. (“Synovus”) to promote
interest in its success, growth and development by providing directors of Synovus and its
subsidiaries a convenient means of purchasing shares of Synovus Common Stock in the open market, by
means of voluntary contributions and 50% matching contributions from Synovus and its subsidiary
Participating Companies.



ARTICLE 1




DEFINITIONS




     A. Synovus Common Stock: The shares of common stock of the par value of $1.00 per
share of Synovus, and any shares which may be issued and exchanged for or upon a change of such
shares whether in subdivision or in combination thereof and whether as a part of a classification
or reclassification thereof, or otherwise.



     B. Synovus: Synovus Financial Corp.




     C. Contribution Date: For Participants who are Subsidiary Company Directors, the
Contribution Date shall be the date in each calendar month on which Participant
contributions to the Plan shall be made. For Participants who are Parent Company Directors,
the Contribution Date shall be on the date in each calendar quarter on which Participant
contributions to the Plan shall be made. Synovus shall have the sole discretion to
determine the Contribution Date and shall provide reasonable notification of
such Contribution Date to the Participants.



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     D. Effective Date of the Plan: June 27, 2007.



     E. (1) Subsidiary Company Director: Any person who serves as a member, advisory
member or emeritus member of the Board of Directors of one or more subsidiaries of Synovus which
participates in the Plan and which compensates such members in fees or other cash remuneration for
serving in such capacity. Persons who serve in multiple capacities as members of the Boards of
Directors of one or more Participating Companies shall be allowed to participate in the Plan in
only one such capacity, and, if such multiple capacities involve service upon Synovus’ Board of
Directors and another Participating Company or Participating Companies, such single participation
shall be limited to participation at the Synovus level.



          (2) Parent Company Director: Any person who serves as a member, advisory member or
emeritus member of the Board of Directors of Synovus Financial Corp.




     F. Participating Company: Synovus and each subsidiary of Synovus which compensates
its Directors in fees or other cash remuneration for serving in such capacity and elects to
participate in the Plan.



     G. Parent Company: Synovus Financial Corp.



     H. Offering Period: Any business day of each calendar month, during which Directors
may elect to begin participation in the Plan.



     I. Participant: A Subsidiary Company Director or a Parent Company Director who shall
have become a Participant in the Plan by submitting to the Agent through his or her Participating
Company an Automatic Transfer Contribution Form and whose participation in the Plan shall not have
been terminated.



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     J. Automatic Transfer Contribution Form: The form which a Participant must forward
to the Agent through his or her Participating Company so as to participate in the Plan. This
form shall contain a description, including the account number, of the demand deposit account
maintained by the Participant with a banking subsidiary of Synovus from which the Participant
desires his or her Participant contribution to the Agent of the Plan to be made by automatic
transfer.



     K. Plan Year: The period commencing on January 1st of each year and ending on
December 31st of each year.



     L. Stock Share Account: The separate account which is required to be established and
maintained with respect to each Participant for the purpose of recording Synovus Common Stock
purchased for and allocated to the Participant under the Plan.



     M. Agent of the Plan, or Agent: Mellon Investor Services, LLC, or any duly appointed
successor Agent.



ARTICLE 2




PARTICIPATION




     A Subsidiary Company Director or a Parent Company Director may become a Participant in the
Plan during an Offering Period by submitting an Automatic Transfer Contribution Form to the Agent
of the Plan through his or her Participating Company.



ARTICLE 3




PARTICIPANT CONTRIBUTIONS BY SUBSIDIARY COMPANY DIRECTORS AND SUBSIDIARY COMPANIES




     Participant contributions by Subsidiary Company Directors shall be made on a monthly basis on
Contribution Dates. Such contributions shall be automatically deducted from each Participant’s
demand deposit account as designated by the Participant on the Automatic Transfer Contribution
Form at one of the three levels of participation shown below. Subsidiary companies shall make



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contributions to the Plan on the monthly Contribution Dates for each of their Subsidiary Company
Directors who are Participants in the Plan. The amount of each such matching contribution shall be
equal to fifty percent (50%) of the Participant’s contribution, as shown below.




	 	 	 	 	 	 	 	 	 
	Subsidiary Company	 	Subsidiary Company	 	Subsidiary Company
	Director	 	Director	 	50% Matching
	Participation Level	 	Contribution Amount	 	Contribution Amount
	A

	 	$	333.33	 	 	$	166.67	 
	B

	 	$	222.22	 	 	$	111.11	 
	C

	 	$	111.11	 	 	$	55.55	 






     A Participant may change the participation level of his or her automatic transfer contribution
by submitting a new Automatic Transfer Contribution Form to the Agent through the subsidiary
company at least thirty (30) days prior to a Contribution Date. A Participant may temporarily
suspend contributions to the Plan for his or her Stock Share Account pursuant to Article 14 hereof.
Plan participation may be terminated pursuant to Article 15 hereof.



     As Participating Company contributions to the Plan must be treated by the Participants for
whom such contributions are made as compensation for serving as Subsidiary Company Directors, such
amounts will be reflected on the Forms 1099 furnished to Directors annually by their respective
subsidiary companies.



ARTICLE 4




PARTICIPANT CONTRIBUTIONS BY PARENT COMPANY 




DIRECTORS AND SYNOVUS




     Participant contributions by Parent Company Directors shall be made on a quarterly basis on
Contribution Dates. Such contributions shall be automatically deducted from each Participant’s
demand deposit account, in an amount of $5,000.00 or less, in the discretion of the Parent
Company Director, as designated on the Automatic Transfer Contribution Form.



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     Synovus shall make matching contributions to the Plan on quarterly Contribution Dates for each
Parent Company Director who is a Participant in the Plan. The amount of each such matching
contribution shall be equal to fifty percent (50%) of the Participant’s contribution.



     As Synovus contributions to the Plan must be treated by the Participants for whom such
contributions are made as compensation for serving as Parent Company Directors, such
amounts will be reflected on the Forms 1099 furnished to Parent Company Directors annually.



     A Participant may change the amount of his or her automatic contribution by submitting a new
Automatic Transfer Contribution Form to Synovus at least thirty (30) days prior to a Contribution
Date. A Participant may temporarily suspend contributions to the Plan for his or her Stock Share
Account pursuant to Article 14 hereof. Plan participation may be terminated pursuant to Article 15
hereof.



ARTICLE 5




ADMINISTRATION OF PLAN




     The Plan shall be administered by Synovus. Synovus may, from time to time, adopt rules and
regulations not inconsistent with the Plan for carrying out the Plan or for providing for any and
all matters not specifically covered herein.



     The functions and duties of Synovus in general, are as follows:




	 	(a)	 	To establish rules for the administration and make
interpretations of the Plan, which rules and interpretations will apply
to all Participants similarly situated.
	 
	 	(b)	 	To make provision for payment of contributions to the Agent of
the Plan.




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	 	(c)	 	To maintain, with the assistance of the Agent of the Plan,
records, including, but not limited to, those with respect to
Participant contributions and Participating Company contributions and
dividends paid to the Agent of the Plan.
	 
	 	(d)	 	To file with the appropriate governmental agencies any and all
reports and notifications required of the Plan and to provide all
Participants with any and all reports and notifications to which they
are by law entitled.
	 
	 	(e)	 	To engage a certified public accountant to perform an annual
audit of the Plan.
	 
	 	(f)	 	To give prompt notification to the Agent of the effectiveness,
the initiation of proceedings which could result in the termination of
effectiveness and the termination of effectiveness of registration,
exemption or qualification of the Plan and/or the Synovus Common Stock
offered thereunder under federal and applicable state securities laws.
	 
	 	(g)	 	To receive from and, upon its approval thereof, to promptly
forward to the Agent of the Plan any written requests of Participants
for the transfer of shares out of the Plan for all or part of the full
number of shares of Synovus Common Stock in such Participants’ Stock
Share Accounts.
	 
	 	(h)	 	To give prompt notification to the Agent of the Plan of the
termination of the participation of any Participant in the Plan for any
reason whatsoever.
	 
	 	(i)	 	To perform any and all other functions reasonably necessary to
administer the Plan.




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     Synovus shall indemnify each employee of any Participating Company involved in the
administration of the Plan against all costs, expenses and liabilities, including attorneys’ fees,
incurred in connection with any action, suit or proceeding instituted against such employee
alleging any act or omission or commission performed by such employee while acting in good faith in
discharging his or her duties with respect to the Plan. This indemnification is limited to the
extent such costs and expenses are not covered under insurance as may be now or hereafter provided
by the appropriate Participating Company.



ARTICLE 6




AGENT OF THE PLAN




     The Agent of the Plan shall be Mellon Investor Services, LLC, and any Successor Agent
appointed by Synovus. The Agent shall receive all contributions made by the Participating
Companies and Participants in cash only. All contributions so received (“Fund”), shall be held,
managed, and administered pursuant to the terms of the Plan. No part of the Fund shall be used for
or diverted to purposes other than for the exclusive benefit of the Participants and former
Participants in the Plan.



     Any Agent of the Plan may be removed by Synovus at any time. Any Agent of the Plan may resign
at any time upon 120 days notice in writing to Synovus. Upon removal or resignation of such Agent,
Synovus shall appoint a successor Agent
of the Plan who shall have the same powers and
duties as those conferred upon the Agent hereunder. Upon acceptance of such appointment by
the successor Agent, the predecessor Agent shall assign, transfer, and pay over to such successor
Agent the funds and properties then constituting the Fund and any and all records it might have
with regard to the Fund and the administration of the Fund.



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     Any corporation into which any corporate agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to which any corporate
agent may be a party, or any corporation to which all or substantially all of the business of any
corporate agent may be transferred, shall be the successor of such agent without the filing of any
instrument or performance of any further act.



     The Agent of the Plan shall have the following powers and authority in the administration and
investment of the Fund:



     (a) To purchase and sell for the benefit of the Participants in the Plan shares of Synovus
Common Stock in its name as Agent of the Plan, to retain the shares purchased and shares of Synovus
Common Stock previously acquired under the Existing Plan and to cause such shares to be disposed of
pursuant to the terms of the Plan.



     (b) To cause any Synovus Common Stock held as part of the Fund to be registered in the Agent’s
own name or in the name of one or more nominees, but the books and records of the Agent shall at
all times show that all such investments are part of the Fund.



     (c) To keep such portions of the Fund in cash or cash balances as the Agent, from time to
time, may in its sole discretion deem to be in the best interests of the Participants in the Plan
without liability for interest thereon.



     (d) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance
and any and all other instruments as may be necessary or appropriate to carry out the
powers herein granted.



     (e) To employ subagents to engage in the actual purchase or sale of Synovus Common Stock for
the benefit of the Participants in the Plan.



     (f) To do all such acts, take all such proceedings, and exercise all such rights and
privileges, although not specifically mentioned herein, as the Agent of the Plan may deem necessary
or desirable to administer the Fund, and to carry out and satisfy the purposes and intent of the
Plan.



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     The Agent shall keep accurate and detailed accounts of all receipts, disbursements, and other
transactions hereunder, including, but not limited to, Participant and Participating Company
contributions received, dividends and other distributions received, and Synovus Common Stock
purchased and sold, allocated and held for, and Synovus Common Stock distributed to, Participants
hereunder. All accounts, books, and records relating to such transactions shall be open to
inspection and audit at all reasonable times by any person designated by Synovus.



     On or before the fifteenth day following the close of each month or upon such other reporting
schedules and for such other reporting periods as Synovus and the Agent of the Plan shall agree,
the Agent shall file with Synovus a written report setting forth all receipts, disbursements, and
other transactions effected during such preceding month or reporting period, and setting forth the
current status of the Fund.



ARTICLE 7




STOCK PURCHASES AND SALES




     The Agent of the Plan shall purchase and sell shares of Synovus Common Stock in the open
market for the benefit of the Participants in the Plan.



     In the event that the Agent retains the services of subagents to make such purchases and sales
of shares of Synovus Common Stock, such subagents shall not be controlled by, controlling or under
common control with Synovus or its affiliates. Neither Synovus nor any of its affiliates
shall have, nor exercise, directly or indirectly, any control or influence over the times when,
or the prices at



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which, Synovus Common Stock may be purchased or sold by the Agent or its
subagents, the amounts of Synovus Common Stock to be so purchased or sold or the manner in which
such Synovus Common Stock is to be purchased or sold. The Agent may retain the services of said
subagents only upon the execution of subagency agreements by and between the Agent and subagents
which sets forth terms and conditions not materially different from those contained herein with
regard to the purchase and sale of Synovus Common Stock.




     Neither the Agent of the Plan, Synovus, nor any subagent retained by the Agent shall have any
responsibility as to the value of Synovus Common Stock acquired or disposed of under the Plan. The
duties of the Agent and any subagent to cause the purchase and sale of Synovus Common Stock under
the Plan shall be subject to any and all legal restrictions or limitations imposed at the time by
governmental authority, including, but not limited to, the Securities and Exchange Commission, and
shall be subject to any other restrictions, limitations or considerations deemed valid by such
Agent or any subagent. Accordingly, neither the Agent of the Plan, Synovus, nor any subagent shall
be liable in any way if, as a result of such restrictions, limitations or considerations, the whole
amount of funds available under the Plan for the purchase of Synovus Common Stock is not applied to
the purchase of such shares at the time herein otherwise provided or contemplated.



ARTICLE 8




ALLOCATION OF STOCK




     As promptly as practical after each purchase by the Agent (or any subagents) of Synovus Common
Stock for the benefit of the Participants in the Plan, the Agent of the Plan shall determine the
 average cost per share of all shares so purchased. The Agent shall
then ratably allocate such shares to the Stock Share Accounts of the Participants, charging each such Participant with
the average cost, including transactional costs, of the shares so allocated. Full shares and
fractional share interests in one share (to three or more decimal places) shall be allocated.



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ARTICLE 9




ISSUANCE OF SHARES OUT OF THE PLAN




     A Participant may request that the Agent issue shares out of the Plan for all or a
part of the full number of shares of Synovus Common Stock in a Participant’s Stock Share Account.
As promptly as practicable, in accordance with and after receipt by the Agent of such Participant’s
request, the Agent will issue such shares out of the Plan and transfer the shares electronically
to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan account or to a
another account specified by the Participant; or, if the Participant requests a stock certificate,
the Agent will issue the full number of shares out of the Plan and a check representing the value
of the fractional share interest and send by U.S. mail a Synovus Common Stock certificate and the
check for fractional share interest to the Participant at the Participant’s address of record.



     A Participant may request that the Agent issue shares out of the Plan in the name of another
person and the Agent will issue the shares to such other person in accordance with Participant’s
instructions; provided, however, that if such instructions are not sufficiently specific for the
Agent to be able to comply with such instructions, the Agent shall return such request to the
Participant without issuing shares out of such Participant’s account in the Plan.



     Notwithstanding anything herein to the contrary, the Agent will carry out a Participant’s
instructions to issue shares out of the Plan only if the Participant clearly indicates the number
of shares to be issued out of the Plan or specifies that all shares held in such Participant’s
Stock Share Account are to be issued out of the Plan; otherwise, the Agent shall return such
request to the Participant without issuing shares out of such Participant’s account in the Plan.



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ARTICLE 10




SALE OF SHARES




     A Participant may request that the Agent sell all or a part of the full number of
shares of Synovus Common Stock in a Participant’s Stock Share Account. As promptly as practicable,
in accordance with and after receipt by the Agent of such Participant’s request, the Agent will
sell all or the specified number of shares, deduct brokerage commissions and a transaction charge,
and mail a check for the net proceeds to the Participant at the Participant’s address of record.
The Participant request must clearly indicate the number of shares to be sold, or specify that all
shares held in such Participant’s Stock Share Account are to be sold; otherwise, the Agent shall
return such request to the Participant without selling any shares in such Participant’s account.
No Participant shall have the authority or power to direct the date or sales price at which shares
may be sold.



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ARTICLE 11




DIVIDENDS AND DISTRIBUTIONS




     Stock dividends and stock splits received by the Agent of the Plan will be allocated by such
Agent to each Participant’s Stock Share Account to the extent that such stock is attributable to
the allocated Synovus Common Stock in such Participant’s Stock Share Account. Cash dividends
received by the Agent of the Plan shall be used to acquire additional shares of Synovus Common
Stock pursuant to the provisions of the Plan, and such shares so acquired will be allocated ratably
to the Stock Share Accounts of Participants.



ARTICLE 12




VOTING RIGHTS




     Each Participant in the Plan shall have the rights and powers of ordinary shareholders with
respect to the shares of Synovus Common Stock in such Participant’s Stock Share Account, including,
but not limited to, the right to vote such shares. Synovus shall deliver or cause to be delivered
to the Participants in the Plan at the time and in the manner such materials are sent to Synovus
shareholders generally all reports, proxy solicitation materials and all other disclosure type
communications distributed to Synovus shareholders generally.



ARTICLE 13




REPORTS TO PARTICIPANTS




     As soon as practical following the end of each Plan Year, or more often and as often as
Synovus may elect, Synovus and/or the Agent of the Plan shall send to each Participant a written
report of all transactions for such Participant’s benefit under the Plan for such Plan year.



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ARTICLE 14




SUSPENSION OF CONTRIBUTIONS TO THE PLAN




     A Participant may temporarily suspend contributions to the Plan by contacting his or her
Participating Company at least thirty (30) days prior to a Contribution Date. The Participant’s
request to suspend contributions will be communicated to the Agent by Synovus or by the
Participating Company, in accordance with Synovus’ administrative procedures for the Plan.
Automatic transfer contributions from the Participant and 50% matching contributions from the
subsidiary company will be stopped until the Participant submits a new Automatic Contribution Form
in accordance with Article 3 or Article 4 hereof. During the time that contributions are
temporarily suspended for a Participant’s Stock Share Account, dividends will continue to be paid
to the Stock Share Account and reinvested in accordance with the Article 11 hereof and the
Participant will continue to receive reports from the Agent for his or her Stock Share Account in
accordance with Article 13 hereof.



ARTICLE 15




TERMINATION OF PARTICIPATION IN THE PLAN




     A Participant may terminate his or her participation in the Plan by contacting his or her
Participating Company at least thirty (30) days prior to a Contribution Date. The Participant’s
request to terminate participation in the Plan will be communicated to the Agent by Synovus or by
the subsidiary company, in accordance with Synovus’ administrative procedures for the Plan.



     As promptly as practicable, in accordance with and after receipt by the Agent of such
Participant’s request, the Agent will issue such shares out of the Plan and transfer the shares
electronically to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan
account or to another account specified by the Participant; or, if the Participant requests a stock
certificate, the Agent will issue the full number of shares out of the Plan and a check
representing the value of the fractional share interest and send by U.S. mail a Synovus Common
Stock certificate and
the check for fractional share interest to the Participant at the Participant’s address of
record.



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     If no delivery instructions are provided by the former Participant, the shares will be
transferred to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan
Account, or, if the Participant does not have a Synovus Dividend Reinvestment and Direct Stock
Purchase Plan Account, then the Agent will transfer the shares to an electronic common stock
account for the Participant.



     A Participant may request that the Agent issue shares out of the Plan in the name of another
person and the Agent will issue the shares to such other person in accordance with Participant’s
instructions; provided, however, that if such instructions are not sufficiently specific for the
Agent to be able to comply with such instructions, the Agent shall return such request to the
Participant without issuing shares out of such Participant’s account in the Plan.



     Notwithstanding anything herein to the contrary, the Agent will carry out a Participant’s
instructions to issue shares out of the Plan only if the Participant clearly indicates the number
of shares to be issued out of the Plan or specifies that all shares held in such Participant’s
Stock Share Account are to be issued out of the Plan; otherwise, the Agent shall return such
request to the Participant without issuing shares out of such Participant’s account in the Plan.



     Assignments or pledges of any interests under the Plan are not allowed.



ARTICLE 16




TERMINATION OF STATUS AS A DIRECTOR




     Participation in the Plan shall automatically terminate without notice upon termination of the
Participant’s status as a Director whether by death, retirement, or otherwise. Upon termination of
participation in the Plan, the Agent of the Plan will as promptly as practicable in accordance with
the



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Participant’s instructions, or in the case of death the duly appointed legal representative’s
instructions, issue the number of shares of Synovus Common Stock allocated to the Director’s Stock
Share Account and not previously distributed out of the Plan: (1) by transferring the shares to the
Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other account
designated by the Participant in writing; or (2) by issuing a certificate for the full number of
shares to the Participant or to another person as designated by the Participant in writing. In
the alternative, upon the Participant’s instructions, the Agent will sell the shares and will issue
a check made payable to the Participant for the net cash proceeds from the sale of such shares,
after deduction of brokerage commissions and a transaction charge. If no such instructions are
provided by the former Participant, or in the case of death by the duly appointed legal
representative, the shares will be transferred to the Participant’s Synovus Dividend Reinvestment
and Direct Stock Purchase Plan Account, or, if the Participant does not have a Synovus Dividend
Reinvestment and Direct Stock Purchase Plan Account, then the Agent will transfer the shares to an
electronic common stock account for the Participant.




ARTICLE 17




EXPENSES




     Synovus shall bear the cost of administering the Plan, including any transfer taxes incurred
in transferring the Synovus Common Stock from the Plan to the Participants. Any broker’s fees,
commissions, postage or other transaction costs actually incurred will be included in the cost of
the Synovus Common Stock to Participants.



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ARTICLE 18




LIMITATION ON THE SALE OF STOCK




     No Synovus Common Stock will be offered or sold under the Plan to any Director in any
state where the sale of such stock is not permitted under the applicable laws of such state.
For purposes of this Article 18, the offering or sale of stock is not permitted under the
applicable laws of a state if, inter alia, the securities laws of such state would require the Plan
and/or the Synovus Common Stock offered pursuant thereto, to be registered in such state and the
Plan and/or Synovus Common Stock is not registered therein.



ARTICLE 19



AMENDMENT, TERMINATION AND SUSPENSION OF THE PLAN




     The formula provisions of the Plan relating to Participant and Participating Company
contributions as set forth in Article 3 and Article 4, respectively, of the Plan may not be amended
more than once every six months, other than to comport with changes in the Internal Revenue Code,
the Employee Retirement Income Security Act, or the rules thereunder. With the exception of the
restrictions set forth in the previous sentence, Synovus reserves the right to amend the Plan at
any time; however, no amendment shall affect or diminish any Participant’s right to the benefit of
contributions made by such Participant or his or her Participating Company prior to the date of
such amendment, and no amendment shall affect the authority, duties, rights, liabilities or
indemnities of the Agent of the Plan without the Agent’s prior written consent.



     Synovus reserves the right to terminate the Plan. In such event, there will be no further
Participant contributions and no further Participating Company contributions, but the Agent of the
Plan will make purchases of Synovus Common Stock out of available funds and will allocate such
stock to the Stock Share Accounts of the Participants in the usual manner. Upon termination of the
Plan, distributions of Synovus Common Stock and any cash held as a part of the fund shall be
governed by the provisions of Article 16 hereof.



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     Synovus reserves the right to suspend Participating Company contributions to the Plan if the
Board of Directors of Synovus feels that the financial condition of Synovus warrants such
suspension. Such suspension shall remain in effect until such time as Synovus’ Board of Directors
determines that the financial condition of Synovus warrants the restoration of the Plan to full
active status. During the time Participating Company contributions are suspended, Synovus’ Board
of Directors shall determine whether Participant contributions are to be continued or suspended.
If Synovus’ Board of Directors permits the continuance of Participant contributions, each
Participant may elect to continue or suspend Participant contributions on his or her own behalf.
If the Participant elects to continue to make Participant contributions while Participating Company
contributions are suspended, the Participating Companies shall be under no obligation at any future
date to make Participating Company contributions with respect to such Participant’s contributions
made during such period of suspension. During any period of suspension under this Article 19, the
Plan shall continue normal operation to the extent practical.



ARTICLE 20




SUSPENSION OR TERMINATION IF

STOCK PURCHASE IS PROHIBITED




     In addition to all rights to terminate or suspend the Plan otherwise reserved herein, it is
understood that the Plan may be suspended or terminated at any time or from time to time by
Synovus’ Board of Directors if the Plan’s continuance would, for any reason, be prohibited under
any federal and state law even though such prohibition arises because of some act on the part of
Synovus, including, but not limited to, Synovus engaging in a distribution of securities. If the
Plan is suspended under this Article 20, no Participating Company contributions or Participant
contributions shall be made and no Synovus Common Stock shall be purchased until the Plan is
restored to an active status. If the Plan is terminated pursuant to this Article 20, there shall
be no further
Participant contributions and no further Participating Company contributions and there shall
be no additional purchases of Synovus Common Stock. As soon as practical after the termination
pursuant to this Article 20, distribution of Synovus Common Stock and any cash held as a part of
the Fund shall be governed by the provisions of Article 16 hereof.



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ARTICLE 21




CONSTRUCTION




     This Plan shall be governed by and construed under the laws of the State of Georgia.



     IN WITNESS WHEREOF, Synovus has caused this Agreement to be executed by its duly authorized
officer as of the Effective Date of the Plan.



	 	 	 	 	 
	 	SYNOVUS FINANCIAL CORP.

 	 
	 	By /s/ Kathleen Moates
 	 
	 	Kathleen Moates 	 
	 	Title:  	Senior Vice President 	 
	 




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