10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2004

Commission file number 1-10312

SYNOVUS FINANCIAL CORP.

(Exact Name of Registrant as specified in its charter)

Georgia
(State or other jurisdiction of incorporation or organization) 58-1134883
(I.R.S. Employer
Identification No.)

1111 Bay Avenue
Suite 500, Columbus, Georgia
(Address of principal executive offices)
(Registrant’s telephone number, including area code) 31901
(Zip Code)
(706) 649-5220

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $1.00 Par Value	New York Stock Exchange
Common Stock Purchase Rights	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES þ            NO o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

YES þ            NO o

     As of February 17, 2005, 310,853,897 shares of the $1.00 par value common stock of Synovus Financial Corp. were outstanding. The aggregate market value of the shares of $1.00 par value common stock of Synovus Financial Corp. held by nonaffiliates on December 31, 2004 was approximately $6,128,350,000 (based upon the closing share price of such stock on June 30, 2004).

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Documents	Form 10-K Reference Locations
Portions of the 2005 Proxy Statement for the Annual Meeting of Shareholders to be held April 28, 2005 (“Proxy Statement”)	Part III
Financial Appendix for the year ended December 31, 2004 to the Proxy Statement (“Financial Appendix”)	Parts I, II, III and IV

TABLE OF CONTENTS

Part IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
EX-23.1 CONSENTS OF INDEPENDENT ACCOUNTING FIRM
EX-31.1 SECTION 302, CERTIFICATION OF THE CEO
EX-31.2 SECTION 302, CERTIFICATION OF THE CFO
EX-99.2 ANNUAL REPORT ON FORM 11-K/EMPLOYEE PLAN
EX-99.3 ANNUAL REPORT ON FORM 11-K/DIRECTOR PLAN

     The undersigned registrant hereby amends Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2004 by adding Exhibit 99.2, the Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2004 and by adding Exhibit 99.3, the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2004 as set forth below and in the attached exhibits.

Part IV

Item 15. Exhibits and Financial Statement Schedules

     (a) 1. Financial Statements

The following consolidated financial statements of Synovus and its subsidiaries are incorporated by reference from pages F-2 through F-39 of the Financial Appendix.

Consolidated Balance Sheets — December 31, 2004 and 2003

Consolidated Statements of Income — Years Ended December 31, 2004, 2003 and 2002

Consolidated Statements of Changes in Shareholders’ Equity — Years Ended December 31, 2004, 2003 and 2002

Consolidated Statements of Cash Flows — Years Ended December 31, 2004, 2003 and 2002

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

     2. Financial Statement Schedules

Financial Statement Schedules — None applicable because the required information has been incorporated in the consolidated financial statements and notes thereto of Synovus and its subsidiaries which are incorporated by reference herein.

2

     3. Exhibits

The following exhibits are filed herewith or are incorporated to other documents
previously filed with the Securities and Exchange Commission. Exhibits 10.1 through 10.28 pertain to executive compensation plans and arrangements. With the exception of those portions of the Financial Appendix and Proxy Statement that are expressly incorporated by reference in this Form 10-K, such documents are not to be deemed filed as part of this Form 10-K.

Exhibit
Number	Description
3.1	Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 4(a) of Synovus’ Registration Statement on Form S-8 filed with the SEC on July 23, 1990 (File No. 33-35926).
3.2	Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated October 20, 2004 as filed with the SEC on October 20, 2004.
4.1	Form of Rights Agreement, incorporated by reference to Exhibit 4.1 of Synovus’ Registration Statement on Form 8-A dated April 28, 1999 filed with the SEC on April 28, 1999 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10.1	Employment Agreement of James D. Yancey with Synovus, incorporated by reference to Exhibit 10.1 of Synovus’ Registration Statement on Form S-1 filed with the SEC on December 18, 1990 (File No. 33-38244).
10.2	Incentive Bonus Plan of Synovus, incorporated by reference to Exhibit 10.5 of Synovus’ Registration Statement on Form S-1 filed with the SEC on December 18, 1990 (File No. 33-38244).
10.3	Director Stock Purchase Plan of Synovus, incorporated by reference to Exhibit 10.3 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the SEC on March 22, 2000.
10.4	Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.

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10.5	Synovus Financial Corp. Deferred Stock Option Plan, incorporated by reference to Exhibit 10.5 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.
10.6	Synovus Financial Corp. Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10.7 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.
10.7	Wage Continuation Agreement of Synovus, incorporated by reference to Exhibit 10.8 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.
10.8	1991 Stock Option Plan for Key Executives of Synovus, incorporated by reference to Exhibit 10.9 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.
10.9	Synovus Financial Corp. 1992 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.10 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.
10.10	Agreement in Connection with Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.10 of Synovus’ Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the SEC on March 9, 2004.
10.11	Life Insurance Trusts, incorporated by reference to Exhibit 10.12 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.
10.12	Supplemental Compensation Agreement, Incentive Compensation Agreements and Performance Compensation Agreement with Richard E. Anthony; which Agreements were assumed by Synovus on December 31, 1992 as a result of its acquisition of First Commercial Bancshares, Inc.; and which stock awards made pursuant to the Agreements were converted at a ratio of 1.5 to 1, the exchange ratio applicable to the merger, incorporated by reference to Exhibit 10.13 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.
10.13	1993 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.14 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as filed with the SEC on March 28, 1994.

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10.14	1995 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.15 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC on March 24, 1995.
10.15	Synovus Financial Corp. 1994 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.16 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC on March 24, 1995.
10.16	Synovus Financial Corp./Total System Services, Inc. Deferred Compensation Plan, incorporated by reference to Exhibit 10.17 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.
10.17	Synovus Financial Corp. Executive Bonus Plan, incorporated by reference to Exhibit 10.18 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the SEC on March 25, 1996.
10.18	Change of Control Agreements for executive officers, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 20, 2005.
10.19	Consulting Agreement of Joe E. Beverly, incorporated by reference to Exhibit 10.20 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the SEC on March 6, 1997.
10.20	Employment Agreement of James H. Blanchard, incorporated by reference to Exhibit 10 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, as filed with the SEC on November 15, 1999.
10.21	Synovus Financial Corp. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.22 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the SEC on March 22, 2000.
10.22	Form of Stock Option Agreement for the: (i) Synovus Financial Corp. 1994 Long-Term Incentive Plan; (ii) Synovus Financial Corp. 2000 Long-Term Incentive Plan; and (iii) Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 9, 2004.

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10.23	Summary of Board of Directors Compensation for 2005, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 20, 2005.
10.24	Form of Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.
10.25	Form of Performance-Based Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.
10.26	Form of Non-Employee Director Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated February 1, 2005, as filed with the SEC on February 3, 2005.
10.27	Base Salaries of Named Executive Officers of Synovus.
10.28	Consulting Agreement of James D. Yancey, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 19, 2005.
21.1	Subsidiaries of Synovus Financial Corp.
23.1*	Consents of Independent Registered Public Accounting Firm.
24.1	Powers of Attorney contained on the signature pages of the 2004 Annual Report on Form 10-K.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Financial Appendix to the Proxy Statement for the Annual Meeting of Shareholders of Synovus to be held on April 28, 2005.

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99.2*	Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2004.
99.3*	Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2004.

*Filed herewith

     Synovus agrees to furnish the SEC, upon request, a copy of each instrument with respect to issues of long-term debt. The principal amount of any individual instrument, which has not been previously filed, does not exceed ten percent of the total assets of Synovus and its subsidiaries on a consolidated basis.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SYNOVUS FINANCIAL CORP.
April 26, 2005	By:	/s/ James H. Blanchard
		James H. Blanchard,
		Principal Executive Officer

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Synovus Financial Corp.:

We consent to the incorporation by reference in the registration statements (No. 2-93472 and No. 33-60473) on Form S-8 of Synovus Financial Corp. of our report dated April 1, 2005, with respect to the statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of the Synovus Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.2 to the December 31, 2004 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

Atlanta, Georgia
April 25, 2005

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Synovus Financial Corp.:

We consent to the incorporation by reference in the registration statements (No. 2-94639 and No. 33-60475) on Form S-8 of Synovus Financial Corp. of our report dated April 1, 2005, with respect to the statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of the Synovus Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.3 to the December 31, 2004 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

Atlanta, Georgia
April 25, 2005

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James H. Blanchard, certify that:

1.	I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Synovus Financial Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2005	/s/ James H. Blanchard
	James H. Blanchard
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Thomas J. Prescott, certify that:

1.	I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Synovus Financial Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in light of the circumstances under which such statements were made not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2005	/s/ Thomas J. Prescott
	Thomas J. Prescott
	Chief Financial Officer

EX-99.2

Exhibit 99.2

FORM 11-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended            December 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                          to                                         
Commission file number 1-10312

SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN

SYNOVUS FINANCIAL CORP.
1111 BAY AVENUE
SUITE 500
COLUMBUS, GEORGIA 31901
(706) 649-5220

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2004, 2003, and 2002

(With Report of Independent Registered Public Accounting Firm Thereon)

KPMG LLP
Suite 2000
303 Peachtree Street, NE
Atlanta, GA 30308

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Synovus Financial Corp.

   Employee Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

Atlanta, Georgia
April 1, 2005

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International; a Swiss cooperative.

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2004 and 2003

Assets

	2004		2003
Common stock of Synovus Financial Corp. at market value - 2,559,837 shares (cost $50,153,264) in 2004 and 2,596,928 shares (cost $46,630,651) in 2003 (note 2)	$	73,160,139		75,103,163
Dividends receivable		442,188		417,922
Contributions receivable		574,670		525,750
	$	74,176,997		76,046,835
Liabilities and Plan Equity
Plan equity (4,487 and 4,621 participants in 2004 and 2003, respectively)	$	74,176,997		76,046,835

See accompanying notes to financial statements.

2

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2004, 2003, and 2002

	2004			2003			2002
Dividend income	$	1,758,765			1,610,272			1,452,578
Realized gain on distributions to participants (note 5)		4,209,690			3,021,846			5,036,924
Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4)		(5,465,637	)		21,553,296			(18,690,887	)
Contributions (notes 1 and 3):
Participants		8,999,239			8,514,987			7,991,626
Participating employers		4,499,856			4,257,622			3,995,292
		14,001,913			38,958,023			(214,467	)
Withdrawals by participants — common stock of Synovus Financial Corp. at market value (620,532 shares in 2004, 597,829 shares in 2003, and 531,105 shares in 2002) — (note 5)		(15,871,751	)		(12,428,772	)		(13,435,715	)
(Decrease) increase in Plan equity for the year		(1,869,838	)		26,529,251			(13,650,182	)
Plan equity at beginning of year		76,046,835			49,517,584			63,167,766
Plan equity at end of year	$	74,176,997			76,046,835			49,517,584

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(1)	Description of the Plan
	The Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) was implemented as of January 15, 1979. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ employees to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and subsidiaries (the Participating Employers).
	Synovus serves as the plan administrator. Prior to August 1, 2002, the Plan agent was State Street Bank and Trust Company. Effective August 1, 2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	Through June 30, 2002, all employees who worked twenty hours per week or more were eligible to participate in the Plan after completing three months of continuous employment prior to the beginning of a calendar quarter. Effective July 1, 2002, the Plan was amended to allow employees who work twenty hours per week or more to become eligible to participate in the plan on the first payroll date after completing three months of continuous employment. The Plan also permits a participant who has successfully completed the State of Georgia’s Intellectual Capital Partnership Program (ICAPP) to begin participation in the Plan immediately upon the participant’s commencement of employment with a Participating Employer.
	Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum contribution ranges from 3% to 7% of compensation based on years of service. Through June 30, 2002, the minimum contribution percentage was 0.5% of compensation. Effective July 1, 2002, the minimum allowable contribution is 1% of compensation. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.
	The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.
	The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were precluded from receiving matching contributions from the Participating Employers for a specified period of time. Effective January 23, 2002, the Plan was amended to remove the above mentioned restriction on receiving matching contributions upon a withdrawal of shares from the Plan.
	Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or his employer prior to the date of such amendment or termination.

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

Synovus reserves the right to suspend participating employer contributions to the Plan if its board of directors feels that Synovus’ financial condition warrants such action.

(2)	Summary of Accounting Policies
	The investment in Synovus common stock is stated at market value which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such security is traded. The December 31, 2004 and 2003 market values were $28.58 and $28.92 per share, respectively.
	The realized gain on distributions to participants is determined by computing the difference between the average cost per common stock share and the market value per share at the date of the distribution to the participants.
	Dividend income is accrued on the record date.
	The Plan’s investments include common stock of Synovus which is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.
	Contributions by participants and Participating Employers, as well as withdrawals, are accounted for on the accrual basis.
	The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.
	Management of the Plan believes that the carrying amount of receivables is a reasonable approximation of the fair value due to the short-term nature of these instruments.
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(Continued)

5

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(3)	Contributions
	Contributions by Participating Employers and by participants are as follows:

	2004				2003				2002
	Participating				Participating				Participating
Participating Employers	Employers		Participants		Employers		Participants		Employers		Participants
Synovus Financial Corp.	$	869,037		1,737,990		785,144		1,570,571		754,288		1,510,390
Columbus Bank and Trust Company		375,739		751,434		340,621		681,202		333,828		667,614
Commercial Bank and Trust Company of Troup County		32,888		65,771		36,536		73,066		34,908		69,809
Commercial Bank of Thomasville		55,971		111,937		51,824		103,643		52,010		104,012
Security Bank and Trust Company of Albany		45,712		91,949		45,742		91,478		48,014		95,965
Sumter Bank and Trust Company		43,451		86,898		40,935		81,867		40,832		81,660
The Coastal Bank of Georgia		53,010		106,015		47,700		95,394		47,833		95,661
First State Bank and Trust Company		43,075		86,144		40,427		80,848		39,685		79,362
Bank of Hazlehurst		—		—		—		—		15,477		30,952
Cohutta Banking Company		46,924		93,842		50,916		101,825		40,439		80,872
Bank of Coweta		56,827		113,647		57,431		114,854		55,863		111,718
Citizens Bank & Trust of West Georgia		96,844		193,674		92,057		184,098		86,381		172,749
Synovus Securities, Inc.		252,190		504,374		238,439		476,868		187,350		374,689
The Quincy State Bank		7,384		14,768		27,999		55,996		30,276		60,548
Community Bank and Trust of Southeast Alabama		28,433		56,852		26,424		52,844		24,485		48,966
Tallahassee State Bank		23,908		47,814		23,306		46,610		21,436		42,869
CB&T Bank of Middle Georgia		47,131		94,258		43,021		86,037		41,018		82,031
First Community Bank of Tifton		40,109		80,214		36,379		72,719		40,694		81,382
CB&T Bank of Russell County		38,095		76,186		35,676		71,348		34,326		68,647
Sea Island Bank		43,140		86,275		38,359		76,713		35,718		71,429
Citizens First Bank		41,825		83,645		42,016		84,026		41,777		83,547
First Coast Community Bank		28,298		56,593		29,167		58,331		24,932		49,861
Bank of Pensacola		87,118		174,229		80,753		161,498		76,836		153,334
Vanguard Bank and Trust		62,517		125,025		60,872		121,736		65,984		131,956
The National Bank of Walton County		41,630		83,254		39,987		79,969		37,535		75,064
Athens First Bank & Trust Co.		143,596		287,178		137,910		275,804		139,416		278,815
The Citizens Bank of Fort Valley		16,877		33,753		18,867		37,732		18,380		36,757
The Citizens Bank of Cochran		—		—		—		—		10,158		20,314
First Commercial Bank of Birmingham		160,728		321,439		169,228		338,440		124,945		249,877
First National Bank of Jasper		91,255		182,497		82,600		165,187		84,556		169,098
Sterling Bank		38,289		76,573		33,614		67,224		34,570		69,135
The Bank of Tuscaloosa		55,719		111,433		48,465		96,925		43,352		86,697
First Commercial Bank of Huntsville		55,036		110,064		53,218		106,430		43,909		87,812
Peachtree National Bank		47,682		95,310		51,604		103,202		48,987		97,967
Synovus Mortgage Corp.		168,012		336,004		233,986		467,959		217,767		435,517
Citizens & Merchants State Bank		24,420		48,837		23,968		47,933		25,424		50,845
Synovus Trust Company		204,107		408,200		190,747		381,439		161,567		323,119
The National Bank of South Carolina		276,503		552,971		250,003		499,970		253,789		507,539
Bank of North Georgia		269,249		538,474		258,871		517,621		248,713		497,407
Georgia Bank & Trust		43,265		86,021		49,634		99,262		34,056		68,107
Synovus Trust Company of Florida		—		—		2,164		4,328		12,456		24,911
Synovus Trust Company of Alabama		—		—		1,537		3,073		27,780		55,557
Charter Bank and Trust Co.		21,106		42,210		40,713		81,420		40,056		80,106
Merit Leasing Corp.		2,868		5,737		2,381		4,761		2,855		5,710
Mountain National Bank		21,288		42,576		39,746		79,487		38,291		76,577
Total Technology Ventures		3,680		7,360		4,465		8,930		3,029		6,057
ProCard		—		—		—		—		85,369		170,731
Synovus Insurance of Georgia		12,459		24,918		12,662		25,323		10,461		20,921
Creative Financial Group		61,919		123,835		52,807		105,611		44,812		89,621
GLOBALT, Inc.		50,043		100,083		40,640		81,279		18,284		36,567
Machinery Leasing Co., Inc.		2,372		4,745		2,343		4,685		654		1,314
The Bank of Nashville		43,783		87,561		45,019		90,033		9,731		19,461
Synovus Investment Advisors		32,538		65,074		8,736		17,471		—		—
EPW Investment Management		—		—		1,870		3,740		—		—
United Trust Company		—		—		3,130		6,259		—		—
United Bank of the Gulf Coast		10,817		21,634		9,281		18,562		—		—
United Bank and Trust Company		70,535		141,066		42,113		84,222		—		—
First Nation Bank		46,222		92,438		33,569		67,134		—		—
Peoples Bank		41,834		83,665		—		—		—		—
Synovus Bank of Jacksonville		5,166		10,331		—		—		—		—
Trust One Bank		17,232		34,464		—		—		—		—
Total contributions	$	4,499,856		8,999,239		4,257,622		8,514,987		3,995,292		7,991,626

(Continued)

6

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(4)	Unrealized (Depreciation) Appreciation of Synovus Common Stock
	Changes in unrealized (depreciation) appreciation of Synovus common stock are as follows:

	2004			2003		2002
Unrealized appreciation at end of year	$	23,006,875			28,472,512		6,919,216
Unrealized appreciation at beginning of year		28,472,512			6,919,216		25,610,103
Unrealized (depreciation) appreciation for the year	$	(5,465,637	)		21,553,296		(18,690,887	)

(5)	Realized Gain on Withdrawal/Distributions to Participants
	The gain realized on withdrawal/distributions to participants is summarized as follows:

	2004		2003		2002
Market value at dates of distribution or redemption of shares of Synovus common stock	$	15,871,751		12,428,772		13,435,715
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		11,662,061		9,406,926		8,398,791
Total realized gain	$	4,209,690		3,021,846		5,036,924

7

EX-99.3

Exhibit 99.3

FORM 11-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                          to                                        
Commission file number 1-10312

SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN

SYNOVUS FINANCIAL CORP.
1111 BAY AVENUE
SUITE 500
COLUMBUS, GEORGIA 31901
(706) 649-5220

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Financial Statements

December 31, 2004, 2003, and 2002

(With Report of Independent Registered Public Accounting Firm Thereon)

KPMG LLP
Suite 2000
303 Peachtree Street, NE
Atlanta, GA 30308

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Synovus Financial Corp.
   Director Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2004 and 2003, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

Atlanta, Georgia
April 1, 2005

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International; a Swiss cooperative.

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2004 and 2003

	2004		2003
Assets
Common stock of Synovus Financial Corp. at market value - 2,002,558 shares (cost $23,126,539) in 2004 and 2,355,286 shares (cost $23,958,032) in 2003 (note 2)	$	57,233,118		68,114,873
Dividends receivable		351,880		382,930
	$	57,584,998		68,497,803
Liabilities and Plan Equity
Plan equity (632 and 605 participants in 2004 and 2003, respectively)	$	57,584,998		68,497,803

See accompanying notes to financial statements.

2

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2004, 2003, and 2002

	2004			2003			2002
Dividend income	$	1,427,165			1,602,239			1,416,585
Realized gain on distributions to participants (note 5)		7,698,828			4,951,277			2,566,158
Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4)		(10,050,262	)		18,312,105			(16,297,840	)
Contributions (notes 1 and 3):
Participants		2,368,339			2,191,935			2,147,462
Synovus Financial Corp. and participating subsidiaries		1,184,169			1,095,967			1,073,731
		2,628,239			28,153,523			(9,093,904	)
Withdrawals by participants — common stock of Synovus Financial Corp. at market value (545,939 shares in 2004, 381,705 shares in 2003, and 167,638 shares in 2002) — (note 5)		(13,541,044	)		(8,639,268	)		(4,023,197	)
(Decrease) increase in Plan equity for the year		(10,912,805	)		19,514,255			(13,117,101	)
Plan equity at beginning of year		68,497,803			48,983,548			62,100,649
Plan equity at end of year	$	57,584,998			68,497,803			48,983,548

See accompanying notes to financial statements.

3

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(1)	Description of the Plan
	The Synovus Financial Corp. Director Stock Purchase Plan (the Plan) was implemented as of January 1, 1985. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ directors to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and participating subsidiaries (the Participating Companies).
	Synovus serves as the plan administrator. Prior to August 1, 2002, the Plan agent was State Street Bank and Trust Company. Effective August 1, 2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the board of directors of any of the Participating Companies is eligible to participate in the Plan. Participants may contribute to the Plan only through automatic transfers of contributions from their designated demand deposit accounts. Participant contributions by directors of subsidiaries may not exceed $1,000 per calendar quarter. Contributions by directors of Synovus may not exceed $5,000 per calendar quarter. Matching contributions to the Plan are to be made by the Participating Companies in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.
	The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.
	The Plan provides that each participant may withdraw at any time all or part of the full number of shares in his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution.
	The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his discretion, the full number of shares of Synovus common stock held on his behalf by the Agent, together with a check for any fractional share interest, or a lump-sum cash distribution for the proceeds of the sale of all shares held by the Agent on his behalf. A participant who terminates his participation in the Plan may not reenter the Plan until the expiration of a six-month waiting period.
	Participation in the Plan shall automatically terminate upon termination of a participant’s status as a board of directors member whether by death, retirement, resignation, or otherwise.
	Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or the Participating Companies prior to the date of such amendment or termination.
	Synovus reserves the right to suspend Participating Company contributions to the Plan if its board of directors feels that Synovus’ financial condition warrants such action.

(Continued)

4

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(2)	Summary of Accounting Policies
	The investment in Synovus common stock is stated at market value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such security is traded. The December 31, 2004 and 2003 market values were $28.58 and $28.92 per share, respectively.
	The realized gain on distributions to participants is determined by computing the difference between the average cost per share and the market value per share at the date of the distribution to the participants.
	Dividend income is accrued on the record date.
	The Plan’s investments include common stock of Synovus which is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.
	Contributions by participants and Participating Companies, as well as withdrawals, are accounted for on the accrual basis.
	The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by the participating company. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.
	Management of the Plan believes that the carrying amount of receivables is a reasonable approximation of the fair value due to the short-term nature of these instruments.
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(Continued)

5

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(3)   Contributions

Contributions by Participating Companies and by participants are as follows:

	2004				2003				2002
	Participating				Participating				Participating
Participating Company	Companies		Participants		Companies		Participants		Companies		Participants
Synovus Financial Corp.	$	197,676		395,342		127,500		255,000		149,667		299,334
Columbus Bank and Trust Company		84,999		169,999		80,333		160,667		83,000		166,000
Commercial Bank and Trust Company of Troup County		26,668		53,336		30,501		61,003		28,667		57,334
Commercial Bank of Thomasville		24,000		48,000		33,167		66,333		24,000		48,000
Security Bank and Trust Company of Albany		53,833		107,666		50,500		101,000		36,000		72,000
Sumter Bank and Trust Company		23,833		47,666		25,333		50,667		24,000		48,000
The Coastal Bank of Georgia		40,333		80,666		42,500		85,000		42,000		84,000
First State Bank and Trust Company		30,666		61,333		31,000		62,000		29,000		58,000
Bank of Hazlehurst		—		—		—		—		15,000		30,000
Cohutta Banking Company		11,276		22,553		12,610		25,219		12,722		25,444
Bank of Coweta		20,000		40,000		20,000		40,000		22,000		44,000
Citizens Bank and Trust of West Georgia		32,002		64,004		32,668		65,336		35,334		70,668
First Community Bank of Tifton		21,000		42,000		22,000		44,000		22,500		45,000
The Quincy State Bank		6,166		12,333		22,667		45,333		24,166		48,332
Community Bank & Trust of Southeast Alabama		21,833		43,666		18,334		36,667		19,500		39,000
CB&T Bank of Middle Georgia		26,000		52,000		28,000		56,000		26,833		53,667
First Coast Community Bank		18,666		37,333		18,000		36,000		16,608		33,217
CB&T Bank of Russell County		14,443		28,887		12,833		25,666		11,833		23,667
Sea Island Bank		27,000		54,000		25,334		50,667		24,167		48,333
Citizens First Bank		22,166		44,333		24,000		48,000		22,000		44,000
Athens First Bank and Trust Co.		24,450		48,900		22,000		44,000		21,500		43,000
Vanguard Bank and Trust		22,500		45,000		22,000		44,000		22,000		44,000
Bank of Pensacola		39,166		78,333		40,333		80,666		40,000		80,000
First Commercial Bank of Birmingham		24,166		48,333		36,000		72,000		27,667		55,333
The Bank of Tuscaloosa		44,000		88,000		40,333		80,667		40,167		80,333
Sterling Bank		24,000		48,000		24,000		48,000		24,667		49,333
First National Bank of Jasper		22,666		45,333		22,667		45,333		22,667		45,333
First Commercial Bank of Huntsville		24,000		48,000		24,444		48,888		27,056		54,112
Tallahassee State Bank		12,000		24,000		12,000		24,000		11,833		23,667
Peachtree National Bank		26,000		52,000		26,000		52,000		27,000		54,000
Citizens Bank of Fort Valley		10,333		20,666		7,833		15,667		12,500		25,000
The Citizens Bank of Cochran		—		—		—		—		8,167		16,333
Charter Bank and Trust Co.		—		—		18,333		36,667		17,000		34,000
Citizens & Merchants State Bank		19,000		38,000		14,333		28,667		16,000		32,000
The National Bank of South Carolina		36,500		73,000		39,667		79,333		36,166		72,333
Bank of North Georgia		48,961		97,922		34,744		69,489		41,844		83,689
Georgia Bank & Trust		10,500		21,000		10,500		21,000		7,000		14,000
Synovus Trust Company		—		—		—		—		1,500		3,000
The Bank of Nashville		8,000		16,000		7,000		14,000		—		—
United Bank of the Gulf Coast		18,500		37,000		13,500		27,000		—		—
United Bank and Trust		20,000		40,000		16,500		33,000		—		—
First Nation Bank		22,034		44,069		6,500		13,000		—		—
Trust One		3,500		7,000		—		—		—		—
Synovus Bank of Jacksonville		5,333		10,666		—		—		—		—
Peoples Bank		16,000		32,000		—		—		—		—
Total contributions	$	1,184,169		2,368,339		1,095,967		2,191,935		1,073,731		2,147,462

(Continued)

6

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(4)	Unrealized (Depreciation) Appreciation of Synovus Common Stock
	Changes in unrealized (depreciation) appreciation of Synovus common stock are as follows:

	2004			2003		2002
Unrealized appreciation at end of year	$	34,106,579			44,156,841		25,844,736
Unrealized appreciation at beginning of year		44,156,841			25,844,736		42,142,576
Unrealized (depreciation) appreciation for the year	$	(10,050,262	)		18,312,105		(16,297,840	)

(5)	Realized Gain on Withdrawal/Distributions to Participants
	The realized gain on withdrawal/distributions to participants is summarized as follows:

	2004		2003		2002
Market value at date of distribution or redemption of shares of Synovus common stock	$	13,541,044		8,639,268		4,023,197
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		5,842,216		3,687,991		1,457,039
	$	7,698,828		4,951,277		2,566,158

7