EX-4.2






EXHIBIT 4.2



	 	 	 
	A-1

	 	 *967,870* 






SYNOVUS FINANCIAL CORP.



INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA



SERIES A PREFERRED STOCK, NO PAR VALUE




United States Department of the Treasury




is the owner of




**Nine Hundred Sixty Seven  Thousand Eight Hundred Seventy**




FULLY PAID AND NON-ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL

PREFERRED STOCK, SERIES A, LIQUIDATION PREFERENCE $1,000 PER SHARE, OF SYNOVUS FINANCIAL CORP.




	 	 	 	 	 	 	 	 	 
	19th
	 	 	 	December
	 	 	 	2008
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	No	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	Secretary
	 	Par Value
	 	Executive Vice President	 	 






 









 





SYNOVUS FINANCIAL CORP. WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH
CLASS AUTHORIZED TO BE ISSUED BY SYNOVUS FINANCIAL CORP.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.








The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full
according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COM

	 	- as tenants in common
	 	UNIF GIFT MIN ACT -
	 	 	 	Custodian
	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 
	TEN ENT

	 	- as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)	 	 
	JT TEN	 	- as joint tenants with rights of survivorship	 	 	 	under Uniform Gift to Minors Act	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	      and not as tenants in common
	 	 	 	 	 	 	 	(State)	 	 
	 	 	 	 	UNIF TRF MIN ACT -	 	 	 	Custodian (until age                     )                     
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Cust)
	 	 	 	 	(Minor)	 
	Additional abbreviations may also be used though	 	 	 	 	 	 	 	 	 	 
	not in the above list.	 	 	 	under Uniform Transfers to Minors Act	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	(State)	 	 









For Value Received,                                          hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




      




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)




      




      




	 	 	 
	 

	 	shares
	 


	 	 
	of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint












	 	 	 
	 

	 	Attorney
	 


	 	 






to transfer the said stock on the books of the within named Corporation with full power of
substitution in the premises.




Dated:                     20     




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature:
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature:	 	 






	 	 	 
	SIGNATURE(S) GUARANTEED:

THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT
TO SEC RULE 17Ad-15.

	 	NOTE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE
WHATEVER.