EX-10.3






EXHIBIT 10.3




FORM OF LETTER AGREEMENT




[Senior Executive Officer Name and Address]




Dear [Senior Executive Officer Name],




     Synovus Financial Corp. (the “Company”) anticipates entering into a Securities Purchase
Agreement dated as of December 19, 2008 (the “Participation Agreement”), with the United States
Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s
TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any
time to participate in the CPP, this letter shall be of no further force and effect.



     For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its Senior Executive Officers and to make changes to its
compensation arrangements. The requirements of this Agreement shall apply to you only for so long
as both (1) you are a Senior Executive Officer of the Company, and (2) any debt or equity
securities issued by the Company under the CPP are held by Treasury (the “CPP Covered Period”). To
comply with these requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as follows:



     (1) No Golden Parachute Payments. The Company is prohibiting any Golden Parachute Payment to
you during any CPP Covered Period. To the extent any event occurs during the CPP Covered Period
that would otherwise trigger a Golden Parachute Payment, you will be entitled to the lesser of (i)
your rights under the Benefit Plan (as defined below) and (ii) the maximum amount allowed under
Section 111(b)(2)(C) of EESA.



     (2) Recovery of Bonus and Incentive Compensation. Any bonus and incentive compensation paid
to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the
payments were based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria.



     (3) Compensation Program Amendments. Each of the Company’s compensation, bonus, incentive and
other benefit plans, arrangements and agreements (including golden parachute, severance and
employment agreements; collectively, “Benefit Plans”) with respect to you is hereby amended to the
extent necessary to give effect to provisions (1) and (2). For reference, certain affected Benefit
Plans are set forth in Appendix A to this letter.



 









 




In addition, the Company is required to review its Benefit Plans to ensure that they do not
encourage senior executive officers to take unnecessary and excessive risks that threaten the value
of the Company. To the extent any such review requires revisions to any Benefit Plan with respect
to you, you and the Company agree to negotiate such changes promptly and in good faith.




     (4) Definitions and Interpretations. This letter shall be interpreted as follows:




	 	•	 	“Senior Executive Officer” is used with same meaning as in subsection
111(b)(3) of EESA.
	 
	 	•	 	“Golden Parachute Payment” is used with same meaning as in Section
111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented
by guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20, 2008, as in effect on the date
hereof.
	 
	 	•	 	The term “Company” includes any entities treated as a single employers with
the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
are also delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in a
manner consistent with, 31 C.F.R. § 30.11( as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with Section 111 of EESA
(and, to the maximum extent consistent with the preceding, to permit operation
of the Benefit Plans in accordance with their terms before giving effect to
this letter).





     (5) Miscellaneous. To the extent not subject to federal law, this letter will be governed by
and construed in accordance with the laws of the State of Georgia without regard to the provisions
thereof that would apply the law of any other State. This letter may be executed in two or more
counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile
shall be deemed an original signature.



 









 





     The Company appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 	 	 
	 	 	Yours sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	SYNOVUS FINANCIAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Max Brabson
	 	 
	 

	 	Title:
	 	Director of Human Resources	 	 






Intending to be legally bound, I agree

with and accept the foregoing terms

on the date set forth below.




	 	 	 	 	 
	 	 	 
	[Senior Executive Officer Name]	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 





cc: [Senior Executive Officer Name], via Hand Delivery




 









 








APPENDIX A




Change of Control Agreement effective December 1, 2008

Synovus Financial Corp. Executive Cash Bonus Plan

Synovus Financial Corp. 1996, 2000 and 2002 Long-Term Incentive Plans

Synovus Financial Corp. 2007 Omnibus Plan