10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006
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
P.O. Box 120
Columbus, Georgia 31902
(Address of principal executive offices)

(706) 649-2401
(Registrants’ telephone number, including area code)

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

     Yes þ      No o

Indicate by check mark whether the registrant is a large accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12B-2 of the Exchange Act.

Large Accelerated Filer þ     Accelerated Filer o     Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12B-2 of the Exchange Act).

     Yes o      No þ

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.

Class	April 28, 2006
Common Stock, $1.00 Par Value	322,741,063 shares

SYNOVUS FINANCIAL CORP.

INDEX

Part I. Financial Information:
Item 1. Unaudited Financial Statements
Consolidated Balance Sheets March 31, 2006 and December 31, 2005	3
Consolidated Statements of Income Three Months Ended March 31, 2006 and 2005	4
Consolidated Statements of Cash Flows Three Months Ended March 31, 2006 and 2005	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	39
Item 4. Controls and Procedures	40
Part II. Other Information:
Item 1A Risk Factors	41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6. Exhibits	42
Signature Page	43
Exhibit Index	44
EX-3.1 ARTICLES OF INCORPORATION
EX-3.2 BYLAWS
EX-31.1 CERTIFICATION OF THE CEO
EX-31.2 CERTIFICAITON OF THE CFO
EX-32 CERTIFICATION OF PERIODIC REPORT

PART I. FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

SYNOVUS FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

(unaudited)

	March 31,			December 31,
(In thousands, except share data)	2006			2005
ASSETS
Cash and due from banks	$	780,787			880,886
Interest earning deposits with banks		6,608			2,980
Federal funds sold and securities purchased under resale agreements		295,677			68,922
Trading account assets		37,048			27,322
Mortgage loans held for sale		172,975			143,144
Investment securities available for sale		3,110,547			2,958,320
Loans, net of unearned income		22,418,848			21,392,347
Allowance for loan losses		(300,866	)		(289,612	)
Loans, net		22,117,982			21,102,735
Premises and equipment, net		691,231			669,425
Contract acquisition costs and computer software, net		415,980			431,849
Goodwill, net		452,469			458,382
Other intangible assets, net		42,795			44,867
Other assets		1,037,078			831,840
Total assets	$	29,161,177			27,620,672
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing retail and commercial deposits	$	3,621,639			3,700,750
Interest bearing retail and commercial deposits		15,769,106			14,798,845
Total retail and commercial deposits		19,390,745			18,499,595
Brokered time deposits		2,411,201			2,284,770
Total deposits		21,801,946			20,784,365
Federal funds purchased and securities sold under repurchase agreements		1,635,759			1,158,669
Long-term debt		1,731,118			1,933,638
Other liabilities		584,721			597,698
Total liabilities		25,753,544			24,474,370
Minority interest in consolidated subsidiaries		205,552			196,973
Shareholders’ equity:
Common stock — $1.00 par value. Authorized 600,000,000 shares; issued 325,365,509 in 2006 and 318,301,275 in 2005; outstanding 319,703,971 in 2006 and 312,639,737 in 2005		325,366			318,301
Surplus		869,402			686,447
Treasury stock – 5,661,538 shares in 2006 and 2005		(113,944	)		(113,944	)
Unearned compensation		—			(3,126	)
Accumulated other comprehensive loss		(43,190	)		(29,536	)
Retained earnings		2,164,447			2,091,187
Total shareholders’ equity		3,202,081			2,949,329
Total liabilities and shareholders’ equity	$	29,161,177			27,620,672

See accompanying Notes to Consolidated Financial Statements.

3

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended
	March 31,
(In thousands, except per share data)	2006			2005
Interest income:
Loans, including fees	$	404,850			303,115
Investment securities		30,711			26,120
Trading account assets		698			—
Mortgage loans held for sale		1,934			1,347
Federal funds sold and securities purchased under resale agreements		1,241			706
Interest earning deposits with banks		59			18
Total interest income		439,493			331,306
Interest expense:
Deposits		140,414			77,519
Federal funds purchased and securities sold under repurchase agreements		16,152			8,898
Long-term debt		20,491			18,027
Total interest expense		177,057			104,444
Net interest income		262,436			226,862
Provision for losses on loans		19,549			19,283
Net interest income after provision for losses on loans		242,887			207,579
Non-interest income:
Electronic payment processing services		220,472			205,163
Merchant services		63,949			27,105
Other transaction processing services revenue		45,125			48,514
Service charges on deposit accounts		26,891			27,127
Fiduciary and asset management fees		11,713			11,037
Brokerage and investment banking revenue		6,947			6,263
Mortgage banking income		5,873			5,898
Bankcard fees		10,357			8,092
Securities gains (losses), net		(73	)		271
Other fee income		8,950			7,486
Other operating income		9,171			8,984
Non-interest income before reimbursable items		409,375			355,940
Reimbursable items		82,500			69,170
Total non-interest income		491,875			425,110
Non-interest expense:
Salaries and other personnel expense		227,758			189,829
Net occupancy and equipment expense		97,700			86,634
Other operating expenses		105,836			92,607
Non-interest expense before reimbursable items		431,294			369,070
Reimbursable items		82,500			69,170
Total non-interest expense		513,794			438,240
Minority interest in subsidiaries’ net income		9,740			8,832
Income before income taxes		211,228			185,617
Income tax expense		76,722			68,883
Net income	$	134,506			116,734
Net income per share:
Basic	$	0.43			0.38
Diluted		0.43			0.37
Weighted average shares outstanding:
Basic		313,639			310,622
Diluted		316,208			313,900
Dividends declared per share	$	0.20			0.18

See accompanying Notes to Consolidated Financial Statements.

4

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months Ended
	March 31,
(In thousands)	2006			2005
Cash flows from operating activities:
Net income	$	134,506			116,734
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for losses on loans		19,549			19,283
Depreciation, amortization and accretion, net		48,068			43,727
Increase in interest receivable		(10,233	)		(6,902	)
Increase in interest payable		14,760			1,829
Equity in income of joint ventures		(852	)		(3,750	)
Minority interest in subsidiaries’ net income		9,740			8,832
Increase in trading account assets		(9,726	)		—
Increase in mortgage loans held for sale		(29,831	)		(7,478	)
Increase in prepaid and other assets		(45,581	)		(27,662	)
Increase in other liabilities		66,301			22,010
Impairment of developed software		—			3,137
Share-based compensation		7,413			793
Decrease in accrued salaries and employee benefits		(87,977	)		(64,314	)
Other, net		(5,642	)		(74,757	)
Net cash provided by operating activities		110,495			30,689
Cash flows from investing activities:
Net cash received from (paid for) acquisitions		12,186			(56,983	)
Net increase in interest earning deposits with banks		(3,628	)		(121	)
Net increase in federal funds sold and securities purchased under resale agreements		(226,755	)		(756	)
Proceeds from maturities and principal collections of investment securities available for sale		112,974			292,111
Proceeds from sales of investment securities available for sale		38,248			28,739
Purchases of investment securities available for sale		(208,506	)		(384,588	)
Net increase in loans		(573,639	)		(587,203	)
Purchases of premises and equipment		(29,635	)		(24,011	)
Proceeds from disposal of premises and equipment		120			1,790
Increase in contract acquisition costs		(9,553	)		(5,442	)
Additions to licensed computer software from vendors		(1,816	)		(5,868	)
Additions to internally developed computer software		(3,734	)		(709	)
Net cash used by investing activities		(893,738	)		(743,041	)
Cash flows from financing activities:
Net increase in demand and savings deposits		325,137			80,505
Net increase in certificates of deposit		201,484			456,299
Net increase in federal funds purchased and securities sold under repurchase agreements		424,351			217,739
Principal repayments on long-term debt		(243,527	)		(194,321	)
Proceeds from issuance of long-term debt		10,000			233,641
Excess tax benefit from share-based payment arrangement		2,269			—
Dividends paid to shareholders		(57,059	)		(53,699	)
Proceeds from issuance of common stock		20,458			13,656
Net cash provided by financing activities		683,113			753,820
Effect of exchange rate changes on cash and cash equivalent balances held in foreign currencies		31			(2,197	)
(Decrease) increase in cash and due from banks		(100,099	)		39,271
Cash and due from banks at beginning of period		880,886			683,035
Cash and due from banks at end of period	$	780,787			722,306

See accompanying Notes to Consolidated Financial Statements.

5

SYNOVUS FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by this report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Synovus Financial Corp. (Synovus) consolidated financial statements and related notes appearing in the 2005 annual report previously filed on Form 10-K.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the respective balance sheets and the reported amounts of revenues and expenses for the periods presented. Actual results could differ significantly from those estimates.

Note 2 — Supplemental Cash Flow Information

For the three months ended March 31, 2006 and 2005, Synovus paid income taxes (net of refunds received) of $43.8 million and $36.2 million, respectively. For the three months ended March 31, 2006 and 2005, Synovus paid interest of $161.2 million and $104.2 million, respectively.

Non-cash investing activities consisted of loans of approximately $10.0 million and $8.6 million, which were foreclosed and transferred to other real estate during the three months ended March 31, 2006 and 2005, respectively.

Significant non-cash items for the three months ended March 31, 2006 related to the acquisition of Riverside Bancshares, Inc. and consist of $471.1 million in net loans, $115.9 million in investment securities available for sale, $136.7 million in other assets, and $491.0 million in deposits.

Note 3 — Comprehensive Income

Other comprehensive income (loss) consists of net unrealized gains (losses) on securities available for sale, net unrealized gains (losses) on cash flow hedges, and foreign currency translation adjustments. Comprehensive income consists of net income plus other comprehensive income (loss). Comprehensive income for the three months ended March 31, 2006 and 2005 was $120.8 million and $96.2 million, respectively.

Note 4 — Derivative Instruments

Synovus accounts for its derivative financial instruments under Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. SFAS No. 133 requires recognition of all derivatives as either assets or

6

liabilities on the balance sheet and requires measurement of those instruments at fair value through adjustments to either accumulated other comprehensive income, current earnings, or both, as appropriate. As part of its overall interest rate risk management activities, Synovus utilizes derivative instruments to manage its exposure to various types of interest rate risks. These derivative instruments consist primarily of interest rate swaps and commitments to sell mortgage loans. The interest rate lock commitments made to prospective mortgage loan customers also represent derivative instruments since it is intended that such loans will be sold.

Interest rate swap transactions generally involve the exchange of fixed-rate and floating-rate interest payment obligations without the exchange of the underlying principal amounts. Entering into interest rate contracts involves not only interest rate risk, but also the risk of counterparties’ failure to fulfill their legal obligations. Notional principal amounts often are used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller.

A summary of interest rate swap contracts utilized for interest rate risk management at March 31, 2006 is shown in the following table.

			Weighted-Average													Net
									Maturity							Unrealized
(Dollars in	Notional		Receive			Pay			In		Unrealized					Gains
thousands)	Amount		Rate			Rate(*)			Months		Gains		Losses			(Losses)
Receive fixed swaps:
Fair value hedges	$	997,500		4.45	%		4.60	%		56		1,843		(24,172	)		(22,329	)
Cash flow hedges		550,000		7.01	%		7.75	%		30		—		(5,447	)		(5,447	)
Total	$	1,547,500		5.36	%		5.72	%		47		1,843		(29,619	)		(27,776	)

(*) Variable pay rate based upon contract rates in effect at March 31, 2006.

At March 31, 2006, outstanding commitments to sell mortgage loans amounted to approximately $192.9 million. Such commitments are entered into to reduce the exposure to market risk arising from potential changes in interest rates, which could affect the fair value of mortgage loans held for sale and outstanding commitments to originate mortgage loans for resale. The commitments to sell mortgage loans are at fixed prices and are scheduled to settle at specified dates that generally do not exceed 90 days. The fair value of outstanding commitments to sell mortgage loans at March 31, 2006 was an unrealized gain of $1.3 million.

At March 31, 2006, Synovus had commitments to fund fixed-rate mortgage loans to customers in the amount of $153.2 million. The fair value of these commitments at March 31, 2006 was an unrealized loss of $1.1 million.

Synovus also enters into derivative financial instruments to meet the financing and interest rate risk management needs of its customers. Upon entering into these instruments to meet customer needs, Synovus enters into offsetting positions in order to minimize the risk to Synovus. These derivative financial instruments are recorded at fair value with any resulting gain or loss recorded in current period earnings. As of March 31, 2006, the notional amount of customer related derivative financial instruments was $953.6 million.

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Note 5 — Share-Based Compensation

Accounting Policy

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, “Share-Based Payment.” SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award.

SFAS No. 123R is effective for all awards granted on or after January 1, 2006 and for awards modified, repurchased, or cancelled after that date. SFAS No. 123R requires that compensation cost be recognized on or after the effective date for the unvested portion of outstanding awards, as of the effective date, based on the grant-date fair value of those awards calculated under SFAS No. 123, “Accounting for Stock-Based Compensation.” Share-based compensation expenses include the impact of expensing the fair value of stock options as well as expenses associated with non-vested share awards. Synovus adopted the provisions of SFAS No. 123R effective January 1, 2006, using the modified prospective transition method.

Prior to 2006, Synovus applied the intrinsic-value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, including FASB Interpretation (FIN) No. 44, “Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25.” Under this methodology, Synovus adopted the disclosure requirements of SFAS No. 123, and recognized compensation expense only if, on the date of grant, the market price of the underlying stock exceeded the exercise price.

The following table illustrates the effect on net income and earnings per share for the three months ended March 31, 2005 as if Synovus had applied the fair value recognition provisions of SFAS No. 123 to share-based employee compensation to purchase shares of Synovus stock.

	Three Months
	Ended March 31,
(In thousands, except per share data)	2005
Net income as reported	$	116,734
Add: Share-based employee compensation expense, net of tax		420
Deduct: Total share-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(3,703	)
Net income — pro forma	$	113,451
Earnings per share:
Basic — as reported	$	0.38
Basic — pro forma		0.37
Diluted — as reported		0.37
Diluted — pro forma		0.36

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Prior to the adoption of SFAS No. 123R, Synovus elected to calculate compensation cost for purposes of pro forma disclosure assuming that all options would vest and reverse any recognized compensation costs for forfeited awards when the awards were actually forfeited. SFAS No. 123R requires that compensation cost be recognized net of estimated forfeitures. The estimate of forfeitures will be adjusted as actual forfeitures differ from estimates, resulting in compensation cost only for those awards that actually vest. The effect of the change in estimated forfeitures is recognized as compensation cost in the the period of the change in estimate. In estimating the forfeiture rate, Synovus stratified its data based on historical experience to determine separate forfeiture rates for the different award grants. Synovus currently estimates a 7.5% forfeiture rate for all existing Synovus stock option grants to Synovus non-executive employees, and a 0.0% forfeiture rate for all other Synovus share-based awards.

General Description of Share-Based Compensation Plans

Synovus has various long-term incentive plans under which the Compensation Committee of the Board of Directors has the authority to grant share-based compensation to Synovus employees. At March 31, 2006, Synovus had a total of 3,933,049 shares of its authorized but unissued common stock reserved for future grants under three long-term incentive plans. The general terms of each of these plans are substantially the same, permitting the grant of share-based compensation including stock options, non-vested shares, and stock appreciation rights. These plans include vesting periods ranging from two to three years and contractual terms ranging from five to ten years. Stock options are granted at exercise prices which equal the fair market value of a share of common stock on the grant date. Synovus historically issues new shares to satisfy share option exercises.

Stock options granted in 2006 generally become exercisable over a three-year period, with one-third of the total grant amount vesting on each anniversary of the grant date, and expire ten years from the date of grant. Vesting for stock options granted during 2006 accelerates upon retirement for plan participants who have reached age 62 and who also have no less than fifteen years of service at the date of their election to retire. For stock options granted in 2006, share-based compensation expense is recognized on a straight-line basis for plan participants over the shorter of the vesting period or the period until reaching retirement eligibility.

Stock options granted prior to 2006 generally become exercisable at the end of a two to three-year vesting period and expire ten years from the date of grant. Vesting for stock options granted prior to 2006 accelerates upon retirement for plan participants who have reached age 50 and who also have no less than fifteen years of service at the date of their election to retire. Prior to adoption of SFAS No. 123R on January 1, 2006, share-based compensation expense was recognized in the proforma disclosure over the nominal vesting period without consideration for retirement eligibility. Following adoption of SFAS No. 123R, share-based compensation expense is recognized in income over the shorter of the vesting period or the period until reaching retirement eligibility.

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Share-Based Compensation Expense

Synovus’ share-based compensation costs are recorded as a component of salaries and other personnel expense in the Consolidated Statements of Income. Share-based compensation expense recognized in income is presented below:

(in thousands)	Three Months Ended March 31,
	2006		2005
Share-based compensation expense:
Stock options	$	6,575	$	—
Non-vested shares		838		793
Total share-based compensation expense	$	7,413	$	793

Aggregate compensation expense recognized in the first quarter of 2006 with respect to the foregoing Synovus stock options included $2.38 million that would have been recognized in previous periods had the policy under SFAS No. 123R with respect to retirement eligibility been applied to awards granted prior to January 1, 2006. At March 31, 2006, there was total unrecognized compensation cost of approximately $38.7 million related to non-vested share-based compensation arrangements involving shares of Synovus stock, and approximately $6.7 million related to the unvested portion of share-based compensation arrangements involving shares of TSYS stock.

As stock options for purchase of Synovus common stock are exercised, Synovus recognizes a tax benefit which is recorded as a component of surplus within shareholders’ equity. Synovus recognized a tax benefit in the amount of $2.5 million and $4.3 million for the three months ended March 31, 2006 and 2005, respectively.

Stock Option Awards

The weighted-average grant date fair value of stock options granted to key Synovus employees during the first quarter of 2006 and 2005 was $6.40 and $7.56, respectively. The fair value of the option grants was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

	Three Months Ended March 31,
	2006			2005
Risk-free interest rate		4.47	%		4.43	%
Expected stock price volatility		24.87			25.62
Dividend yield		2.80			2.60
Expected life of options	5.8 years			8.8 years

The expected volatility for stock option awards in 2006 was determined with equal weighting of implied volatility and historical volatility and using implied volatility for awards prior to 2006. The expected life for stock options granted in the first quarter of 2006 was determined using the “simplified” method, as prescribed by the Securities and Exchange Commission’s (SEC) Staff Accounting Bulletin No. 107. Option awards for plan participants who met the early retirement provisions, as described above, on the grant date were assigned an expected life of 5 years and all other option awards were assigned an expected life of 6 years.

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A summary of stock options outstanding (including performance-accelerated stock options as described below) as of March 31, 2006 and changes during the three months then ended is presented below:

						Weighted-
						Average
				Weighted-		Remaining	Aggregate
				Average		Contractual	Intrinsic
Stock Options	Shares			Exercise Price		Term	Value
Outstanding at January 1, 2006		25,546,776		$	22.66
Granted		856,466			27.67
Assumed in connection with acquisition		608,054			9.27
Exercised		(1,018,201	)		19.92
Forfeited or expired		(78,987	)		27.05
Outstanding at March 31, 2006		25,914,108		$	22.59	5.10 Years	$	116,509,902
Exercisable at March 31, 2006		14,361,327		$	21.11	4.00 Years	$	85,937,914

During the first quarter of 2006, a total of 2,477,793 stock options vested with a weighted-average grant date fair value of $5.38. The intrinsic value of stock options exercised during the first quarter of 2006 was $7.8 million. At March 31, 2006, there was approximately $32.1 million of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted-average remaining period of 1.5 years.

During the three months ended March 31, 2005, Synovus granted 446,153 stock options to key Synovus officers. The exercise price for these grants was equal to the market price on the date of grant. Accordingly, no compensation expense was recorded for stock options granted during the three months ended March 31, 2005 under the intrinsic-value based method as described above. The intrinsic value of stock options exercised during the first quarter of 2005 was $11.3 million.

Synovus has granted performance-accelerated stock options to certain key executives. The exercise price per share is equal to the fair market value at the date of grant. The options are exercisable in equal installments when the per share market price of Synovus common stock exceeds $40, $45, and $50. However, all options may be exercised after seven years from the grant date. The grant date fair value is being included in the consolidated financial statements on a straight-line basis over seven years with the portion related to periods prior to 2006 having previously been included in pro forma disclosures and the portion related to periods from January 1, 2006 to the respective vesting dates being recognized in income.

Summary information regarding these performance-accelerated stock options is presented below. There were no performance-accelerated stock options granted during the three months ended March 31, 2006 or 2005.

					Options
Year Options	Number of		Exercise Price		Outstanding at
Granted	Stock Options		Per Share		March 31, 2006
2000		4,100,000	$	17.69 – 18.06		4,100,000
2001		2,600,000		28.99		2,600,000

Non-Vested Shares

In addition to the stock options described above, non-transferable, non-vested shares of Synovus common stock have been awarded to certain key executives and non-employee directors of Synovus. Except for the grant of 63,386 performance-vesting shares described below, the market value of the common stock at the date of issuance is amortized as compensation expense using the straight-line method over the vesting period of the awards.

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A summary of non-vested shares outstanding (excluding performance-vesting shares as described below) as of March 31, 2006 is presented below:

				Weighted-
				Average
				Grant-Date
Non-Vested Shares	Shares			Fair Value
Outstanding at January 1, 2006		82,583		$	27.28
Granted		142,639			27.65
Vested		(5,220	)		26.82
Forfeited or cancelled		—			—
Outstanding at March 31, 2006		220,002		$	27.53

At March 31, 2006, there was approximately $5.3 million of total unrecognized compensation cost related to the foregoing non-vested share based compensation arrangements. This cost is expected to be recognized over a weighted-average remaining period of 2.8 years.

During the three months ended March 31, 2005, Synovus issued 66,083 non-vested shares to key Synovus executive officers and non-management members of its board of directors, with a weighted-average grant date fair value of $26.87 per share.

Synovus granted 63,386 non-vested shares to a key executive with a performance-vesting schedule (performance-vesting shares) during the three months ended March 31, 2005. There were no performance-vesting shares granted in 2006. These performance-vesting shares have seven one-year performance periods (2005-2011) during which the Compensation Committee establishes an earnings per share goal and, if such goal is attained during any performance period, 20% of the performance-vesting shares will vest. Compensation expense for each traunch of this grant is measured based on the quoted market value of Synovus’ stock as of the date that each period’s earnings per share goal is determined and is recorded as a charge to expense on a straight-line basis during each year in which the performance criteria is met.

The following is a summary of performance-vesting shares outstanding at March 31, 2006:

				Grant-Date
Performance-Vesting Shares	Shares			Fair Value
Outstanding at January 1, 2006		63,386		$	26.82
Granted		—			—
Vested		(12,677	)		26.82
Forfeited or cancelled		—			—
Outstanding at March 31, 2006		50,709		$	26.82

At March 31, 2006, there was approximately $1.4 million of total unrecognized compensation cost related to performance-vesting shares based on the quoted market price of Synovus’ stock at March 31, 2006. This cost is expected to be recognized over a weighted-average remaining period of 3.8 years.

TSYS Share-Based Compensation

Total System Services, Inc. (TSYS), an 81% owned subsidiary, also grants share-based compensation to certain executives and non-employee directors in the form of options to purchase shares of TSYS common stock (TSYS stock options) or non-vested shares of TSYS common stock (TSYS non-vested shares), which are described below.

TSYS did not grant any TSYS stock options during the three months ended March 31, 2006 or 2005. At March 31, 2006, there were 1,376 TSYS stock options outstanding with a weighted- average

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exercise price of $15.17, weighted-average remaining contractual life of 2.8 years, and an aggregate intrinsic value of $13,500. Of these 1,376 stock options, 1,353 were exercisable at March 31, 2006 with a weighted-average exercise price of $14.96, weighted-average remaining contractual life of 2.7 years, and an aggregate intrinsic value of $13,091. At March 31, 2006, there was approximately $138,000 of total unrecognized compensation cost related to TSYS stock options that is expected to be recognized over a weighted-average period of 1.0 year.

During the three months ended March 31, 2006 and 2005, TSYS issued 150,775 and 95,815 TSYS non-vested shares with a grant date fair value of $3.0 million and $2.2 million, respectively, to certain key executives and non-employee directors of TSYS. At March 31, 2006, there was approximately $4.4 million of total unrecognized compensation cost related to TSYS’ non-vested share based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.9 years.

Additionally during the three months ended March 31, 2005, TSYS granted 126,087 TSYS non-vested shares to two key executives with a performance-vesting schedule (TSYS performance-vesting shares). These performance-vesting shares have seven one-year performance periods (2005-2011) during which the Compensation Committee of TSYS’ Board of Directors establishes an earnings per share goal and, if such goal is attained during any performance period, 20% of the performance-vesting shares will vest. Compensation expense for each traunch of this grant is measured based on the quoted market value of TSYS’ stock as of the date that each period’s earning per share goal is determined and is recorded as a charge to expense on a straight-line basis during each year in which the performance criteria is met. At March 31, 2006, there were 100,870 non-vested TSYS performance-vesting shares outstanding, with a weighted-average grant-date fair value of $23.00 per share. At March 31, 2006, there was approximately $2.2 million of total unrecognized compensation cost related to TSYS performance-vesting shares. This cost is expected to be recognized over a weighted-average remaining period of 3.8 years.

Note 6 — Business Combinations

On March 24, 2006, Synovus acquired all of the issued and outstanding common shares of Riverside Bancshares, Inc., the parent company of Riverside Bank (Riverside), headquartered in Marietta, Georgia. Concurrent with the acquisition (the Riverside Acquisition), Riverside was merged into a subsidiary of Synovus, Bank of North Georgia. The Riverside Acquisition was accounted for using the purchase method of accounting, and accordingly, the results of operations of Riverside Bancshares have been included in Synovus’ consolidated financial statements beginning March 25, 2006.

The aggregate purchase price was $171.2 million, consisting of 5,887,143 shares of Synovus common stock valued at $159.7 million, stock options valued at $11.4 million, and $100,500 in direct acquisition costs. Synovus has not yet completed the allocation of the purchase price of this acquisition to the respective assets acquired and liabilities assumed. Included in other assets at March 31, 2006 is the excess of the purchase price over the recorded net assets of this entity at the date of acquisition. Such amount is approximately $120 million. It is anticipated that the majority of the excess purchase price will be recorded as goodwill when the purchase price allocation is complete. For purposes of calculating capital ratios at March 31, 2006, the entire $120 million currently included in other assets is assumed to be goodwill.

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The preliminary purchase price allocation is presented below:

(In thousands)	At March 24, 2006
Cash and due from banks	$	12,186
Investments		115,912
Loans, net		471,141
Premises and equipment		12,872
Other assets		136,713
Total assets acquired		748,824
Deposits		490,960
Federal funds purchased		2,069
Securities sold under repurchase agreements		50,670
FHLB advances		27,317
Other liabilities		6,649
Total liabilities assumed		577,665
Net assets acquired	$	171,159

On March 1, 2005, TSYS completed the acquisition of Vital Processing Services, L.L.C. (Vital), by purchasing the 50-percent equity stake formerly held by Visa U.S.A. for $95.8 million, including $794,000 of direct acquisition costs. In April, 2006, Vital was renamed TSYS Acquiring Solutions, L.L.C. (TSYS Acquiring). TSYS recorded the acquisition of the 50% interest as a purchase business combination, requiring that TSYS allocate the purchase price to the assets acquired and liabilities assumed based on their relative fair values. TSYS finalized the purchase price allocation during the first quarter of 2006 and has allocated $30.2 million to goodwill, $12.0 million to intangible assets and the remaining amount to the assets and liabilities acquired. TSYS Acquiring’s results of operations have been included in the consolidated financial results beginning March 1, 2005.

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The final purchase price allocation is presented below:

(In thousands)	At March 1, 2005
Cash and cash equivalents	$	19,399
Contract acquisition costs and computer software, net		31,656
Intangible assets		12,000
Goodwill		30,210
Other assets		34,407
Total assets acquired		127,672
Total liabilities assumed		31,829
Minority interest		49
Net assets acquired	$	95,794

Pro forma information related to the impact of these acquisitions on Synovus’ consolidated financial statements, assuming such acquisitions had occurred at the beginning of the periods reported, is not presented as such impact is not significant.

Effective April 1, 2006, Synovus acquired all of the issued and outstanding shares of Banking Corporation of Florida, the parent company of First Florida Bank (First Florida), headquartered in Naples, Florida, in exchange for 2,937,163 shares of Synovus common stock. The acquisition (the First Florida Acquisition) will be accounted for using the purchase method of accounting, and accordingly, the results of operations of First Florida will be included in Synovus’ consolidated financial statements beginning April 1, 2006.

Note 7 — Operating Segments

Synovus has two reportable segments: Financial Services and and Transaction Processing Services, which is comprised of TSYS. The Financial Services segment provides financial services including banking, financial management, insurance, mortgage and leasing services through 40 subsidiary banks and other Synovus offices in Georgia, Alabama, South Carolina, Florida, and Tennessee. TSYS provides electronic payment processing and other related services to card-issuing institutions in the United States, Mexico, Canada, Honduras, Puerto Rico and Europe. The significant accounting policies of the segments are described in the summary of significant accounting policies in the 2005 annual report previously filed on Form 10-K. All inter-segment services provided are charged at the same rates as those charged to unaffiliated customers. Such services are included in the results of operations of the respective segments and are eliminated to arrive at consolidated totals.

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Segment information as of and for the three months ended March 31, 2006 and 2005, respectively, is presented in the following table:

		Financial
(In thousands)		Services		TSYS (a)		Eliminations			Consolidated
Interest income	2006	$	439,493		1,520		(1,520	)(b)	$	439,493
	2005		331,314		787		(795	)(b)		331,306
Interest expense	2006		178,544		33		(1,520	)(b)		177,057
	2005		105,188		51		(795	)(b)		104,444
Net interest income	2006		260,949		1,487		—			262,436
	2005		226,126		736		—			226,862
Provision for loan losses	2006		19,549		—		—			19,549
	2005		19,283		—		—			19,283
Net interest income after provision	2006		241,400		1,487		—			242,887
for loan losses	2005		206,843		736		—			207,579
Total non-interest income	2006		83,064		414,406		(5,595	)(c)		491,875
	2005		74,569		355,362		(4,821	)(c)		425,110
Total non-interest expense	2006		178,946		340,443		(5,595	)(c)		513,794
	2005		157,834		285,227		(4,821	)(c)		438,240
Income before income taxes	2006		145,518		75,450		(9,740	)(d)		211,228
	2005		123,578		70,871		(8,832	)(d)		185,617
Income tax expense	2006		51,757		24,965		—			76,722
	2005		44,203		24,680		—			68,883
Net income	2006		93,761		50,485		(9,740	)(d)		134,506
	2005		79,375		46,191		(8,832	)(d)		116,734
Total assets	2006		27,937,727		1,401,328		(177,878	)(e)		29,161,177
	2005		24,621,831		1,268,272		(37,718	)(e)		25,852,385

(a)	Includes equity in income of joint ventures which is included in non-interest income.
(b)	Interest on TSYS’ cash deposits with the Financial Services segment.
(c)	Principally, electronic payment processing and other services provided by TSYS to the Financial Services segment.
(d)	Minority interest in TSYS and GP Network Corporation (a TSYS subsidiary).
(e)	Primarily TSYS’ cash deposits with the Financial Services segment.

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Segment information for the changes in the carrying amount of goodwill for the three months ended March 31, 2006 is shown in the following table:

	Financial
(In thousands)	Services			TSYS			Total
Balance as of December 31, 2005	$	345,517			112,865			458,382
Goodwill acquired during period		585	(1)		—			585
Impairment losses		—			—			—
Other		—			(6,498	)(2)		(6,498	)
Balance as of March 31, 2006	$	346,102			106,367			452,469

(1)

Synovus acquired all of the issued and outstanding shares of GLOBALT, Inc. on May 31, 2002. The terms of the merger agreement provide for contingent consideration based on a percentage of a multiple of earnings before interest, income taxes, depreciation and other adjustments, as defined in the agreement (EBTDA), for each of the three years ending December 31, 2004, 2005 and 2006. The contingent consideration is payable by February 15th of each year subsequent to the respective calendar year for which the EBTDA calculation is made. The fair value of the contingent consideration is recorded as an addition to goodwill. On February 15, 2005, Synovus recorded additional contingent consideration of $226,000, which was based on 4% of a multiple of GLOBALT’s EBTDA for the year ended December 31, 2004. On February 15, 2006, Synovus recorded additional contingent consideration of $585,000, which was based on 7% of a multiple of GLOBALT’s EBTDA for the year ended December 31, 2005.

(2)

On March 1, 2005, TSYS completed the acquisition of TSYS Acquiring. During the first quarter of 2006, TSYS recorded a final adjustment to the purchase price allocation, which resulted in a $6.5 million decrease in goodwill (see Note 6 for additional information regarding this acquisition).

Intangible assets (excluding goodwill) net of accumulated amortization as of March 31, 2006 and December 31, 2005, respectively, are presented in the table below.

(In thousands)	March 31, 2006		December 31, 2005
Purchased trust revenues	$	2,853		2,924
Core deposit premiums		22,591		23,550
Employment contracts / non-competition Agreements		379		460
Acquired customer contracts		3,592		3,913
Intangibles associated with the acquisition of minority interest in TSYS		2,016		2,087
Customer relationships		11,175		11,700
Other		189		233
Total carrying value	$	42,795		44,867

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Note 8 — Dividends per Share

     Dividends declared per share for the quarter ended March 31, 2006 were $0.1950, up 6.8% from $0.1825 for the first quarter of 2005.

Note 9 — Other

     Certain amounts in 2005 have been reclassified to conform to the presentation adopted in 2006.

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ITEM 2 — MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Executive Summary

The following financial review provides a discussion of Synovus’ financial condition, changes in financial condition, and results of operations.

About Our Business

Synovus is a diversified financial services holding company, based in Columbus, Georgia, with more than $29 billion in assets. Synovus operates two business segments: the Financial Services and the Transaction Processing Services segments. The Financial Services segment provides integrated financial services including banking, financial management, insurance, mortgage and leasing services through 40 subsidiary banks and other Synovus offices in five southeastern states. At March 31, 2006, our subsidiary banks ranged in size from $43.8 million to $5.4 billion in total assets. The Transaction Processing Services segment provides electronic payment processing services through our 81% owned subsidiary Total System Services, Inc. (TSYS), one of the world’s largest companies for outsourced payment services. Our ownership in TSYS gives us a unique business mix; for the first three months of 2006, 54% of our consolidated revenues and 30% of our net income came from TSYS.

Our Key Financial Performance Indicators

In terms of how we measure success in our business, the following are our key financial performance indicators:

Financial Services

• Loan Growth

• Deposit Growth

• Net Interest Margin

• Credit Quality

• Fee Income Growth

• Expense Management

TSYS

• Revenue Growth        • Expense Management

2006 Financial Performance Highlights

Consolidated

• Net income of $134.5 million, up 15.2% for the three months ended March 31, 2006 as compared to the same period in 2005.

• Diluted earnings per share of $0.43 for the three months ended March 31, 2006, up 14.4% as compared to the same period in 2005.

• The first quarter of 2006 financial results include the impact of stock option expense in the amount of $6.6 million pre-tax, which resulted from the adoption of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment,” effective January 1, 2006.

• Effective March 24, 2006, Synovus completed the acquisition of Riverside Bancshares, Inc. (the Riverside Acquisition). The acquisition resulted in the addition of $471 million in net loans and $491 million in total deposits.

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• The first quarter of 2006 results include a reduction of income tax expense of $3.7 million in connection with the completion of a tax examination for the tax years 2000 through 2003.

     Financial Services

• Net income growth: 18.1% for the three months ended March 31, 2006 over the corresponding period in the prior year.

• Net interest margin: 4.32% for the three months ended March 31, 2006 as compared to 4.11% for the same period in 2005.

• Loan growth: 11.8% increase from March 31, 2005 (9.4% excluding the impact of the Riverside Acquisition).

• Credit quality measures remained strong:

• Non-performing assets ratio of 0.45%, down from 0.46% at December 31, 2005 and 0.52% at March 31, 2005.

• Past dues over 90 days and still accruing interest as a percentage of total loans of 0.08%, compared to 0.07% at December 31, 2005 and March 31, 2005.

• Total past dues and still accruing interest as a percentage of total loans of 0.51% compared to 0.44% at December 31, 2005 and 0.61% at March 31, 2005.

• Net charge-off ratio of 0.27% for the first quarter of 2006 compared to 0.28% for the fourth quarter of 2005, and 0.23% for the first quarter of 2005.

• Deposit growth: 14.1% increase from a year ago (17.5% growth excluding brokered time deposits and 14.5% growth excluding brokered time deposits and the impact of the Riverside Acquisition)

• Fee income: up 11.4% for the first three months of 2006 compared to the corresponding period in the prior year.

• General and administrative expenses up by 13.4% for the first three months of 2006 over the corresponding period in the prior year (10.4% increase excluding the impact of stock option expense).

• Excluding the impact of the Riverside Acquisition, headcount was up 68, or 1.0%, as compared to December 31, 2005 and up 276, or 4.3%, compared to March 31, 2005.

TSYS

• Revenue growth before reimbursable items: 17.5% for the three months ended March 31, 2006 over the corresponding period in the prior year.

• Expense growth before reimbursable items: 20.4% for the three months ended March 31, 2006 over the corresponding period in the prior year.

• Net income growth: 9.3% for the three months ended March 31, 2006 over the corresponding period in the prior year.

Other highlights at TSYS include:

• TSYS announced that its Board of Directors approved a share repurchase plan to purchase up to 2 million shares of TSYS common stock.

• TSYS entered the healthcare payments market by signing a long-term agreement with Exante Bank, a wholly owned subsidiary of UnitedHealth Group, Inc., to provide a broad range of payment processing and related services.

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• TSYS renewed its multi-year agreement to provide CompuCredit Corp. of Atlanta, Georgia, one of the nation’s largest credit card providers, processing and related services for its portfolio of nearly 6 million cardholder accounts.

2006 Earnings Outlook

Synovus expects its earnings per share growth for 2006 to be within the 12% to 14% range, based in part upon the following assumptions:

• Modest increases in short-term interest rates.

• A favorable credit environment.

• TSYS’ earnings growth in the 21% to 23% range.

• Incremental (as compared to 2005) share-based compensation expense of approximately 5 cents per diluted share, or 3.2% of reported 2005 diluted earnings per share.

Critical Accounting Policies

The accounting and financial reporting policies of Synovus conform to accounting principles generally accepted in the United States of America and to general practices within the banking and electronic payment processing industries. Synovus has identified certain of its accounting policies as “critical accounting policies.” In determining which accounting policies are critical in nature, Synovus has identified the policies that require significant judgment or involve complex estimates. The application of these policies has a significant impact on Synovus’ financial statements. Synovus’ financial results could differ significantly if different judgments or estimates are applied in the application of these policies.

Synovus’ critical accounting policies are described in the “Financial Review” section of Synovus’ 2005 annual report on Form 10-K. There have been no material changes to Synovus’ critical accounting policies, estimates, and assumptions, or the judgments affecting the application of these estimates and assumptions in 2006.

Business Combinations

Refer to Note 6 of the Notes to Unaudited Consolidated Financial Statements for a discussion of business combinations.

Balance Sheet

On March 24, 2006, Synovus completed the acquisition of Riverside Bancshares, Inc., the parent company of Riverside Bank (Riverside), headquartered in Marietta, Georgia. Immediately thereafter, Riverside was merged into a Synovus subsidiary, Bank of North Georgia. The comparison of Synovus’ consolidated balance sheet at March 31, 2006 to December 31, 2005 is impacted by the acquisition of Riverside. The more significant of the changes were the net loans addition of $471.1 million, the other assets addition of $136.2 million, and the deposits addition of $491.0 million.

During the first three months of 2006, total assets increased $1.54 billion, and excluding the impact of the Riverside Acquisition, total assets increased $798.5 million. The more significant increases consisted of loans, net of unearned income, up $1.03 billion, federal funds sold and securities purchased under resale agreements up $226.8 million, investment securities available for sale up $152.2 million, and other assets up $205.2 million.

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Providing the necessary funding for the balance sheet growth during the first three months of 2006, the deposit base grew $1.02 billion, federal funds purchased and securities sold under repurchase agreements increased $477.1 million, and shareholders’ equity increased $252.8 million. These increases were partially offset by a $202.5 million decrease in long-term debt.

Loans

Compared to March 31, 2005, total loans grew by 11.8%, and excluding the impact of the Riverside Acquisition, total loans grew by $1.9 billion, or 9.4%. On a sequential quarter basis, total loans outstanding grew by $1.03 billion or 19.5% annualized. Excluding the impact of the Riverside Acquisition, total loans grew by $549.3 million or 10.4% annualized.

The tables on pages 25 and 26 illustrate the composition of the loan portfolio (classified by loan purpose) as of March 31, 2006. The commercial real estate portfolio totals $13.7 billion, which represents 61.3% of the total loan portfolio. Loans for the purpose of financing investment properties total $4.0 billion, which is only 18.0% of the total loan portfolio, or less than one-third of the total commercial real estate portfolio. The investment properties loan category includes $744.7 million in loans in the Atlanta market. This amount represents 3.3% of the total loan portfolio, or 5.4% of the total commercial real estate portfolio. The primary source of repayment on investment property loans is the income from the underlying property (e.g., hotels, office buildings, shopping centers, and apartment units’ rental income), with the collateral as the secondary source of repayment. Additionally, in almost all cases, these loans are made on a recourse basis, which provides another source of repayment. Among other factors, the underwriting of these loans is evaluated by determining the impact of higher interest rates, as well as lower occupancy rates, on the borrower’s ability to service debt.

Commercial loans for the purpose of financing 1-4 family properties represent $4.6 billion or 20.6% of the total loan portfolio, and 33.6% of the total commercial real estate portfolio. The 1-4 family properties category includes $1.4 billion in loans in the Atlanta market, which is 6.2% of the total loan portfolio, or 30.0% of the 1-4 family properties category.

Included in total commercial real estate loans are $4.0 billion in commercial and industrial related real estate loans. These loans are categorized as owner-occupied and other property loans in the tables shown on pages 25 and 26. These loans represent 17.9% of the total loan portfolio, or 29.1% of the total commercial real estate portfolio. The primary source of repayment on these loans is revenue generated from products or services offered by the business or organization (e.g., accounting; legal and medical services; retailers; manufacturers and wholesalers). These loans typically carry the personal guarantees of the principals of the business.

Commercial and industrial (C&I) loans represent $5.3 billion or 23.8% of the total loan portfolio at March 31, 2006. The primary source of repayment on these loans is revenue generated from products or services offered by the business or organization (e.g., accounting; legal and medical services; retailers; manufacturers and wholesalers). These loans typically carry the personal guarantees of the principals of the business. These loans are diversified by geography, industry, and loan type. While Synovus has not experienced strong growth in C&I loans in recent years, Synovus is implementing a C&I growth strategy for 2006 that is beginning to be reflected in the commercial loan pipeline.

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Consumer loans at March 31, 2006 total $3.4 billion, representing 15.1% of the total loan portfolio. Overall consumer loan growth remains relatively flat, with consumer mortgages and home equity lines experiencing growth. Credit card balances experienced a seasonal decline in the first quarter of 2006 from the seasonally higher fourth quarter levels.

Credit Quality

Credit quality measures remained strong. The non-performing assets ratio was 0.45% at March 31, 2006 compared to 0.46% at December 31, 2005 and 0.52% at March 31, 2005. Total non-performing assets were $100.4 million at March 31, 2006, up $1.7 million from December 31, 2005. The net increase was related to non-performing assets added with the Riverside Acquisition. The quality of our commercial real estate portfolio remains strong with a non-performing loan ratio of only 0.26% of total commercial real estate loans at March 31, 2006. This compares to an overall non-performing loan ratio for the total loan portfolio of 0.36%. The year-to-date net charge-off ratio for the first three months of 2006 was 0.27% compared to 0.23% for the same period of 2005. We expect that the net charge-off ratio for the year will be under 0.30%.

Past due levels remained very favorable, with total loans past due (and still accruing interest) at 0.51% of loans. Loans 90 days past due and still accruing interest at March 31, 2006 were $17.4 million, or 0.08% of total loans, compared to 0.07% at December 31, 2005 and March 31, 2005. These loans are in the process of collection, and management believes that sufficient collateral value securing these loans exists to cover contractual interest and principal payments on the loans. Management further believes the resolution of these delinquencies will not cause a material increase in non-performing assets.

The allowance for loan losses is $300.9 million, or 1.34% of net loans, at March 31, 2006 compared to $289.6 million, or 1.35% of net loans, at December 31, 2005. The allowance to non-performing loans coverage was 376% at March 31, 2006, compared to 352% at
December 31, 2005.

The provision for loan losses was $19.5 million for the first quarter of 2006 compared to $20.8 million for the fourth quarter of 2005 and $19.3 million for the first quarter of 2005. For the first three months of 2006, total provision expense covered net charge-offs by 1.36 times compared to 1.71 times for the same period a year ago.

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(Dollars in thousands)	March 31, 2006			December 31, 2005
Non-performing loans	$	80,061		$	82,175
Other real estate		20,357			16,500
Non-performing assets	$	100,418		$	98,675
Loans 90 days past due and still accruing	$	17,376		$	16,023
As a % of loans		0.08	%		0.07	%
Allowance for loan losses	$	300,866		$	289,612
Allowance for loan losses as a % of loans		1.34	%		1.35	%
As a % of loans and other real estate:
Non-performing loans		0.36	%		0.38	%
Other real estate		0.09			0.08
Non-performing assets		0.45	%		0.46	%
Allowance to non-performing loans		375.79	%		352.43	%

Management continuously monitors non-performing and past due loans, to prevent further deterioration regarding the condition of these loans. Management is not aware of any material loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have been excluded from non-performing assets. Management believes non-performing assets and impaired loans include all material loans in which doubt exists as to the collectibility of amounts due according to the contractual terms of the loan agreement.

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The following table shows the composition of the loan portfolio and non-performing loans (classified by loan purpose) as of March 31, 2006.

									% of
							Total		Total
				% of			Non-		Non-
(Dollars in thousands)				Total Loans			performing		performing
Loan Type	Total Loans			Outstanding			Loans		Loans
Commercial Real Estate
Multi-Family	$	539,205			2.4	%	$	1,806		2.3	%
Hotels		709,233			3.2			—		—
Office Buildings		807,641			3.6			6,081		7.6
Shopping Centers		680,357			3.0			—		—
Commercial Development		919,137			4.1			478		0.6
Other Investment Property		384,026			1.7			651		0.8
Total Investment Properties		4,039,599			18.0			9,016		11.3
1-4 Family Construction		1,833,482			8.2			3,902		4.9
1-4 Family Perm /Mini-Perm		1,128,674			5.0			4,815		6.0
Residential Development		1,656,852			.4			1,946		2.4
Total 1-4 Family Properties		4,619,008			20.6			10,663		13.3
Land Acquisition		1,076,114			4.8			403		0.5
Total Investment-Related Real Estate		9,734,721			43.4			20,082		25.1
Owner-Occupied		2,818,262			12.6			11,511		13.1
Other Property		1,184,053			5.3			5,348		6.7
Total Commercial Real Estate		13,737,036			61.3			35,941		44.9
Commercial & Industrial		5,344,921			23.8			36,247		45.3
Home Equity Lines		1,214,544			5.4			2,121		2.6
Consumer Mortgages		1,407,607			6.3			3,249		4.1
Credit Cards		256,460			1.1			—		—
Other Consumer Loans		506,772			2.3			2,503		3.1
Total Consumer		3,385,383			15.1			7,873		9.8
Unearned Income		(48,482	)		(0.2	)		—		—
Total	$	22,418,848			100.0	%	$	80,061		100.0	%

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The following table compares the composition of the loan portfolio at March 31, 2006, December 31, 2005 and March 31, 2005.

							1Q06						1Q06
	Total Loans						vs			Total Loans			vs
(Dollars in thousands)	Mar. 31,			Dec. 31,			4Q05			Mar. 31,			1Q05
Loan Type	2006			2005			% change (1)(2)			2005			% change(2)
Commercial Real Estate
Multi-Family	$	539,205		$	527,710			8.8	%	$	534,523			0.9	%
Hotels		709,233			680,301			17.2			838,300			(15.4	)
Office Buildings		807,641			747,493			32.6			788,163			2.5
Shopping Centers		680,357			656,949			14.5			642,263			5.9
Commercial Development		919,137			867,217			24.3			719,782			27.7
Other Investment Property		384,026			372,911			12.1			300,153			27.9
Total Investment Properties		4,039,599			3,852,581			19.7			3,823,184			5.7
1-4 Family Construction		1,833,482			1,552,338			73.5			1,312,608			39.7
1-4 Family Perm /Mini-Perm		1,128,674			1,095,155			12.4			1,067,093			5.8
Residential Development		1,656,852			1,496,436			43.5			1,160,685			42.7
Total 1-4 Family Properties		4,619,008			4,143,929			46.5			3,540,386			30.5
Land Acquisition		1,076,014			1,049,041			10.5			935,517			15.0
Total Investment- Related Real Estate		9,734,721			9,045,551			30.9			8,299,087			17.3
Owner-Occupied		2,818,262			2,699,431			17.9			2,313,729			21.8
Other Property		1,184,053			1,115,094			25.1			1,164,962			1.6
Total Commercial Real Estate		13,737,036			12,860,076			27.7			11,777,778			16.6
Commercial & Industrial		5,344,921			5,231,150			8.8			5,128,840			4.2
Home Equity Lines		1,214,544			1,187,205			9.3			1,061,667			14.4
Consumer Mortgages		1,407,607			1,372,134			10.5			1,311,020			7.4
Credit Cards		256,460			268,348			(18.0	)		262,053			(2.1	)
Other Consumer Loans		506,772			521,521			(11.5	)		557,994			(9.2	)
Total Consumer		3,385,383			3,349,208			4.4			3,192,734			6.0
Unearned Income		(48,492	)		(48,087	)		3.4			(43,057	)		12.6
Total	$	22,418,848		$	21,392,347			19.5	%	$	20,056,295			11.8	%

(1)	Percentage changes are annualized.
(2)	The percentage change comparison to prior periods is impacted by the Riverside Acquisition, which was completed on March 24, 2006. Riverside contributed approximately $482 million in total loans as of March 31, 2006. Excluding the impact of the Riverside Acquisition, the sequential quarter growth is 10.4%, while the year-over-year growth is 9.4%.

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Deposits

Total deposits at March 31, 2006 were $21.8 billion, a $1.0 billion increase from December 31, 2005. Total deposits excluding brokered time deposits increased by $891.2 million from December 31, 2005. The March 31, 2006 balance sheet includes $491 million in deposits added as a result of the Riverside Acquisition completed on March 24, 2006. Excluding the impact of the Riverside Acquisition and brokered time deposits, total deposits increased by $400.2 million, or 8.6% annualized from December 31, 2005. This growth was driven by strong growth in money market accounts and time deposits. The sequential quarter comparison reflects the downward impact of seasonality on demand deposit accounts balances. The growth in time deposit balances reflects a continued shift in customer preference towards this type of deposits.

Compared to a year ago, total deposits grew by 14.1%, and excluding the impact of the Riverside Acquisition, total deposits grew by 11.4%. Excluding brokered time deposits, total deposits grew by 17.5% over the prior year. Excluding both brokered time deposits and the impact of Riverside, total deposits grew by 14.5%. This growth was led by increases in both large denomination certificates of deposit and money market accounts, with increases of 29.1% and 24.5%, respectively.

On a sequential quarter basis, average deposits (excluding brokered time deposits) grew at an annualized rate of 9.6%. The primary contributors to this growth were money market accounts and time deposits, which grew at an annualized rate of 13.0% and 22.7%, respectively. These increases were partially offset by the expected seasonal weakness in demand deposit balances. These balances declined by 7.6% on an annualized basis.

Capital Resources and Liquidity

Synovus has always placed great emphasis on maintaining a strong capital base and continues to exceed regulatory capital requirements. Additionally, based on internal calculations and previous regulatory exams, each of the subsidiary banks is currently in compliance with regulatory capital guidelines. Total risk-based capital was $3.89 billion at March 31, 2006, compared to $3.70 billion at December 31, 2005. The ratio of total risk-based capital to risk-weighted assets was 14.16% at March 31, 2006 compared to 14.23% at December 31, 2005. The leverage ratio was 10.45% at March 31, 2006 compared to 9.99% at December 31, 2005. The equity-to-assets ratio was 10.98% at March 31, 2006 compared to 10.68% at year-end 2005.

Synovus’ management, operating under liquidity and funding policies approved by the Board of Directors, actively analyzes and manages the liquidity position in coordination with the subsidiary banks. Management must ensure that adequate liquidity, at a reasonable cost, is available to meet the cash flow needs of depositors, borrowers, and creditors. Management constantly monitors and maintains appropriate levels of assets and liabilities so as to provide adequate funding sources to meet estimated customer withdrawals and future loan requests. Subsidiary banks have access to overnight federal funds lines with various financial institutions, which total approximately $3.5 billion and can be drawn upon for short-term liquidity needs. Banking liquidity and sources of funds have not changed significantly since December 31, 2005.

The Parent Company requires cash for various operating needs including dividends to shareholders, acquisitions, capital infusions into subsidiaries, the servicing of debt, and the payment of general corporate expenses. The primary source of liquidity for the Parent Company is dividends from the subsidiary banks. As a short-term liquidity source, the Parent Company has access to a $25 million line of credit with an unaffiliated banking organization. Synovus had

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no borrowings outstanding on this line of credit at March 31, 2006.

The consolidated statements of cash flows detail cash flows from operating, investing, and financing activities. For the three months ended March 31, 2006, operating activities provided net cash of $110.5 million, investing activities used $893.7 million, and financing
activities provided $683.1 million, resulting in a decrease in cash and due from banks of $100.1 million.

Earning Assets, Sources of Funds, and Net Interest Income

Average total assets for the first three months of 2006 were $27.8 billion, up 9.5% over the first three months of 2005. Average earning assets were up 9.8% in the first three months of 2006 over the same period last year, and represented 88.9% of average total assets. When compared to the same period last year, average deposits increased $2.1 billion, average federal funds purchased and securities sold under repurchase agreements decreased $11.3 million, average long-term debt decreased $102.4 million, and average shareholders’ equity increased $348.7 million. This growth provided the funding for $1.9 billion growth in average net loans and $285.2 million growth in average investments.

Net interest income for the three months ended March 31, 2006 was $262.4 million, an increase of $35.6 million, or 15.7%, over $226.8 million for the three months ended March 31, 2005.

The net interest margin was 4.32% for the three months ended March 31, 2006, up 21 basis points from the three months ended March 31, 2005. The increase was driven by a 136 basis point increase in loan yields. A significant increase in variable rate loan yields, primarily due to a 199 basis point increase in the average prime rate, was the main contributor to the increased loan yields. Earning asset yields increased by 124 basis points, which was partially offset by a 103 basis point increase in the effective cost of funds. The increase in the effective cost of funds was primarily due to an increase in the cost of variable rate deposits and wholesale funding, the most significant of which were a 165 basis point increase in money market rates and a 194 basis point increase in the rate on federal funds purchased and securities sold under repurchase agreements.

On a sequential quarter basis, net interest income increased by $2.3 million, while the net interest margin was unchanged at 4.32%. The yield on earning assets increased by 29 basis points, which was due to a 32 basis point increase in loan yields resulting from a 46 basis point increase in the average prime rate for the quarter. The effective cost of funds also increased 29 basis points for the quarter. This increase was primarily driven by higher rates on money market accounts and an upward repricing of certificates of deposit. This funding cost was also negatively impacted by seasonal weakness in demand deposit account balances and a continued shift in customer preference towards certificates of deposit.

Synovus’ strategy is to continue to gradually reduce its asset sensitivity during 2006 in order to position itself for a more stable rate environment.

The tax-equivalent adjustment that is required in making yields on tax-exempt loans and investment securities comparable to taxable loans and investment securities is shown in the following table. The taxable-equivalent adjustment is based on a 35% Federal income tax rate.

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	Three Months Ended
	March 31,
(In thousands)	2006		2005
Interest income	$	439,493		331,306
Taxable-equivalent adjustment		1,484		1,621
Interest income, Taxable-equivalent		440,977		332,927
Interest expense		177,057		104,444
Net interest income, Taxable-equivalent	$	263,920		228,483

Non-Interest Income

Total non-interest income during the first three months of 2006 increased $66.8 million, or 15.7%, over the same period a year ago. For the first three months of 2006, excluding reimbursable items, the increase in non-interest income was 15.0%, over the first three months of 2005.

Financial Services:

Total non-interest income for the Financial Services segment for the three months ended March 31, 2006 was $83.1 million, up 11.4% from the first three months of 2005.

Service charges on deposit accounts, the single largest component of Financial Services fee income, were $26.9 million for the three months ended March 31, 2006, down 0.5% from the same period a year ago. Service charges on deposit accounts consist of non-sufficient funds (NSF) fees (which represent 64% of the total), account analysis fees, and all other service charges. Declines in account analysis fees and all other service charges of 15.4% and 6.1%, respectively, were substantially offset by an increase in NSF fees.

NSF fees for the first quarter of 2006 declined by $920,000, or 5.0%, compared to the fourth quarter of 2005, and increased by $789,500, or 4.8% compared to the first quarter of 2005. The sequential quarter decline was primarily due to seasonality factors. Account analysis fees were $3.4 million for the quarter, down 17.1% and 15.4% as compared to the fourth quarter of 2005 and the first quarter of 2005, respectively. The decrease is mainly due to higher earnings credits on commercial demand deposit accounts (DDA). All other service charges on deposit accounts, which consist primarily of monthly fees on consumer DDA and saving accounts, were $6.1 million for the quarter, down 3.4% and 6.1%, respectively, from the fourth quarter of 2005 and the first quarter of 2005. The decrease is largely due to continued growth in the number of checking accounts with no monthly service charge.

Bankcard fees increased 28.0% to $10.4 million for the three months ended March 31, 2006 as compared to the first three months of 2005. Financial management services revenues (which primarily consists of fiduciary and asset management fees, brokerage and investment banking revenue and customer swap revenue which is included in other fee income) increased 15.6% to $20.1 million for the three months ended March 31, 2006 as compared to the same period in 2005. Growth in financial management services revenues was led by customer interest rate swap revenues from the new capital markets unit, which is included in other fee income, as well as increases in fiduciary and asset

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management fees and brokerage and investment banking revenue. Mortgage banking income for the first quarter of 2006 was essentially flat as compared to the same period in 2005.

Transaction Processing Services:

TSYS’ revenues are derived from providing electronic payment processing and related services to financial and non-financial institutions, generally under long-term processing contracts. TSYS’ services are provided primarily through its cardholder systems, TS2 and TS1, to financial institutions and other organizations throughout the United States, Mexico, Canada, Honduras, Puerto Rico, and Europe. TSYS currently offers merchant services to financial institutions and other organizations through its wholly owned subsidiary, TSYS Acquiring Solutions (TSYS Acquiring), and its majority owned subsidiary, GP Network Corporation (GP Net).

Due to the somewhat seasonal nature of the credit card industry, TSYS’ revenues and results of operations have generally increased in the fourth quarter of each year because of increased transaction and authorization volumes during the traditional holiday shopping season. Furthermore, growth or declines in card portfolios of existing clients, the conversion of cardholder accounts of new clients to the TSYS processing platforms, and the loss of cardholder accounts impact the results of operations from period to period. Another factor which may affect TSYS’ revenues and results of operations from time to time, is the sale by a client of its business, its card portfolio or a segment of its accounts to a party which processes cardholder accounts internally or uses another third-party processor. Consolidation in either the financial services or retail industries, a change in the economic environment in the retail sector, or a change in the mix of payments between cash and cards could favorably or unfavorably impact TSYS’ financial position, results of operations and cash flows in the future.

Processing contracts with large clients, representing a significant portion of TSYS’ total revenues, generally provide for discounts on certain services based on the size and activity of clients’ portfolios. Therefore, electronic payment processing revenues and the related margins are influenced by the client mix relative to the size of client card portfolios, as well as the number and activity of individual cardholder accounts processed for each client. Consolidation among financial institutions has resulted in an increasingly concentrated client base, which results in a changing client mix toward larger clients and increasing pressure on TSYS’ operating profit margins.

Accounts on File

TSYS provides services to its clients including processing consumer, retail, commercial, government services, stored-value and debit cards. Average accounts on file for the three months ended March 31, 2006 were 439.3 million, an increase of 21.0% over the average of 362.9 million for the same period in 2005. Total accounts on file at March 31, 2006 were 440.4 million, a 18.8% increase compared to the 370.6 million accounts on file at March 31, 2005. The change in accounts on file from March 2005 to March 2006 included the deconversion and purging of 13.6 million accounts, the addition of approximately 39.3 million accounts attributable to the internal growth of existing clients, and approximately 44.1 million accounts from new clients.

Major Customers

A significant amount of TSYS’ revenues is derived from long-term contracts with large clients, including its major customers, one of which is Bank of America. TSYS derives revenues from providing various processing and other services to this customer, including processing of consumer and commercial accounts, as well as revenues for reimbursable items. With the

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consolidation of TSYS Acquiring beginning March 1, 2005, TSYS’ revenues also include revenues derived from providing merchant processing services to Bank of America. Refer to Note 6 in the Notes to the Unaudited Consolidated Financial Statements for more information on TSYS Acquiring.

During the second quarter of 2005, Bank of America announced its planned acquisition of MBNA. In December 2005, TSYS received official notification from Bank of America of its intent, pending its acquisition of MBNA, to shift the processing of its consumer card portfolio in-house in October 2006. On January 1, 2006, Bank of America’s acquisition of MBNA was completed. TSYS expects to continue providing commercial and small business card processing for Bank of America and MBNA, as well as merchant processing for Bank of America, according to the terms of existing agreements for those services.

TSYS’ processing agreement with Bank of America provides that Bank of America may terminate its agreement with TSYS for consumer credit card services upon the payment of a termination fee, the amount of which is dependent on several factors. Based upon the expected October 2006 deconversion date, this fee is estimated to be approximately $69 million. As a result of the expected deconversion in October 2006, TSYS is accelerating the amortization of approximately $7 million in contract acquisition costs. The loss of Bank of America, or any significant client, could have a material adverse effect on TSYS and Synovus’ financial position, results of operations, and cash flows. Synovus and TSYS’ management believe that the loss of revenues from the Bank of America consumer card portfolio for the months of 2006 subsequent to the expected deconversion, combined with decreased expenses from the reduction in hardware and software and the redeployment of personnel, should not have a material adverse effect on the TSYS or Synovus’ financial position, results of operations or cash flows for the year ending December 31, 2006. However, TSYS’ management believes that the termination fee associated with the Bank of America deconversion, offset by the loss of processing revenues subsequent to the deconversion and the acceleration of amortization of contract acquisition costs, will have a positive effect on TSYS’ financial position, results of operations and cash flows for the year ending December 31, 2006.

For the three months ended March 31, 2006, revenues from Bank of America were 96.3% million, which represented approximately 23.4% and 12.8% of TSYS and Synovus’ total revenues, respectively. This amount consists of processing revenues for consumer, commercial and merchant services as well as reimbursable items. Of this $96.3 million, approximately $35.5 million, or 36.9%, was derived from Bank of America for reimbursable items. For the three months ended March 31, 2006, Bank of America accounted for approximately $60.8 million, or 18.4% of TSYS’, and 9.0% of Synovus’ revenues before reimbursable items. For the three months ended March 31, 2005, revenues from Bank of America were $72.2 million, which represented approximately 20.6% and 11.1% of TSYS and Synovus’ total revenues, respectively. The majority of the increase in revenues derived from Bank of America for 2006, as compared to 2005, is the result of including TSYS Acquiring’s revenues for merchant services from Bank of America.

For the three months ended March 31, 2006, the TSYS had another major customer that accounted for approximately 10.8%, or $44.7 million, of TSYS’ total revenues. For the three months ended March 31, 2005, this client accounted for 9.9%, or $34.7 million, of TSYS’ total revenues. The loss of this client, or any significant client, could have a material adverse effect on TSYS or Synovus’ financial position, results of operations and cash flows.

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Electronic Payment Processing Services

Revenues from electronic payment processing services increased $15.3 million, or 7.5%, for the three months ended March 31, 2006 compared to the same period in 2005. Electronic payment processing revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements mailed, cards embossed and mailed, and other processing services for cardholder accounts on file. Cardholder accounts on file include active and inactive consumer credit, retail, debit, stored value, government services and commercial card accounts. Due to the number of cardholder accounts processed by TSYS and the expanding use of cards as well as increases in the scope of services offered to clients, revenues relating to electronic payment processing services have continued to grow.

On October 13, 2004, TSYS finalized a definitive agreement with JPMorgan Chase & Co. (Chase) to service the combined card portfolios of Chase Card Services and to upgrade Chase’s card-processing technology. Pursuant to the agreement, TSYS converted the consumer accounts of Chase to the modified version of TS2 in July 2005. TSYS expects to maintain the card-processing functions of Chase Card Services for at least two years. Chase Card Services then has the option to either extend the processing agreement for up to five additional two-year periods or migrate the portfolio in-house, under a perpetual license of a modified version of TS2 with a six-year payment term.

In August 2005, TSYS finalized a five year definitive agreement with Capital One Financial Corporation (Capital One) to provide processing services for its North American portfolio of consumer and small business credit card accounts. TSYS plans to complete the conversion of Capital One’s portfolio from its in-house processing system to TS2 in phases, beginning in mid-2006 and ending in early 2007. TSYS expects to maintain the card processing functions of Capital One for at least five years. After a minimum of three years of processing with TSYS, the agreement provides Capital One the opportunity to license TS2 under a long-term payment structure.

Current 2006 earnings estimates assume that TSYS will recognize revenues and costs associated with converting, processing and servicing the Capital One portfolio beginning in the fourth quarter of 2006.

In July 2003, Sears and Citigroup announced an agreement for the sale by Sears to Citigroup of the Sears credit card and financial services businesses. For the three months ended March 31, 2006, TSYS’ revenues from the agreement with Sears represented less than 10% of TSYS’ consolidated revenues. The TSYS/Sears agreement granted to Sears the one-time right to market test TSYS’ pricing and functionality after May 1, 2004, which right was exercised by Citigroup. In June 2005, TSYS announced that Citigroup will move the Sears consumer MasterCard and private-label accounts from TSYS in a deconversion that is expected to occur in the second quarter of 2006. TSYS expects to continue supporting commercial card accounts for Citibank, as well as Citibank’s Banamex USA consumer accounts, according to the terms of the existing agreements for those portfolios. TSYS’ management believes that the loss of revenues from the Sears portfolio for the months of 2006 subsequent to the expected deconversion, combined with decreased expenses from the reduction in hardware and software and the redeployment of personnel, should not have a material adverse effect on TSYS’ financial position, results of operations or cash flows for the year ending December 31, 2006.

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Merchant Services

Merchant services revenues are derived from providing electronic transaction processing services primarily to large financial institutions and other merchant acquirers. Revenues from merchant services include processing all payment forms including credit, debit, electronic benefit transfer and check truncation for merchants of all sizes across a wide array of retail market segments. Merchant services’ products and services include: authorization and capture of electronic transactions; clearing and settlement of electronic transactions; information reporting services related to electronic transactions; merchant billing services; and point of sale terminal sales and service.

On March 1, 2005, TSYS acquired the remaining 50% of TSYS Acquiring from Visa for $95.8 million in cash, including direct acquisition costs of $794,000. TSYS Acquiring is now a separate, wholly owned subsidiary of TSYS. As a result of the acquisition of control of TSYS Acquiring, TSYS changed from the equity method of accounting for the investment in TSYS Acquiring and began consolidating TSYS Acquiring’s balance sheet and results of operations. Refer to Note 6 in the Notes to Unaudited Consolidated Financial Statements for more information on the acquisition of TSYS Acquiring.

Revenues from merchant services consist of revenues generated by TSYS’ wholly owned subsidiary, TSYS Acquiring, and its majority owned subsidiary, GP Net. Merchant services revenue for the three months ended March 31, 2006 was $63.9 million compared to $27.1 million for the same period last year. The increase is attributable to the consolidation of TSYS Acquiring’s results effective March 1, 2005. Prior to the acquisition of TSYS Acquiring, TSYS’ revenues included fees TSYS charged to TSYS Acquiring for back-end processing support.

TSYS Acquiring’s results are driven by the transactions processed at the point-of-sale and the number of outgoing transactions. TSYS Acquiring’s primary point-of-sale service deals with authorizations and data capture transactions primarily through dial-up or the Internet.

Other Transaction Processing Services Revenue

Revenues from TSYS’ other transaction processing services consist primarily of revenues generated by TSYS’ wholly owned subsidiaries not included in electronic payment processing services or merchant services, as well as TSYS’ business process management services. Revenues from other services decreased $3.4 million, or 7.0%, for the three months ended March 31, 2006 compared to the same period in 2005. Other services revenues decreased primarily due to the loss of call center revenue.

Equity in Income of Equity Investments

TSYS’ share of income from its equity in equity investments was $852,000 and $3.8 million for the three months ended March 31, 2006 and 2005, respectively. The decrease for the quarter is primarily attributable to the purchase of the remaining 50% interest in TSYS Acquiring on March 1, 2005 and the consideration of TSYS Acquiring’s operating results in TSYS’ statement of income. Refer to Note 6 in the Notes to Unaudited Consolidated Financial Statements for more information on the acquisition of TSYS Acquiring. These amounts are reflected as a component of other operating income in the Consolidated Statements of Income.

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Non-Interest Expense

For the three months ended March 31, 2006, total non-interest expense increased $75.6 million, or 15.7%, over the same period in 2005. Excluding reimbursable items, the increase was 15.0% over the same periods in the prior year. Management analyzes non-interest expense in two separate segments: Financial Services and Transaction Processing Services.

The following table summarizes non-interest expense for the three months ended March 31, 2006 and 2005, respectively.

	Three months ended				Three months ended
	March 31, 2006(*)				March 31, 2005(*)
			Transaction				Transaction
	Financial		Processing		Financial		Processing
(In thousands)	Services		Services		Services		Services
Salaries and other personnel expense	$	107,449		120,581		90,746		99,115
Net occupancy and equipment expense		23,498		74,202		21,547		65,089
Other operating expenses		47,999		62,922		45,541		51,415
Reimbursable items		—		82,738		—		69,608
Total non-interest expense	$	178,946		340,443		157,834		285,227

(*) The added totals are greater than the consolidated totals due to inter-segment balances which are eliminated in consolidation.

Financial Services:

Financial Services’ non-interest expense increased by 13.4% for the first three months of 2006 compared to the same period in the previous year. The first quarter of 2006 results include the impact of expensing stock options beginning January 1, 2006, which resulted in an expense of $5.0 million. Excluding this item, total non-interest expense increased 10.4%. Key drivers of the increase in non-interest expense also include increased employment expenses associated with annual compensation adjustments, higher levels of incentive compensation, and costs associated with additional employees. Additionally, investments in additional branch locations and incremental expenses associated with our retail strategy contributed to the increase.

Total headcount for the Financial Services segment at March 31, 2006 was 6,794 compared to 6,639 at December 31, 2005 and 6,431 at March 31, 2005. Total headcount at March 31, 2006 included the addition of 87 team members as a result of the Riverside Acquisition on March 24, 2006.

Transaction Processing Services:

Total non-interest expense increased 19.4% for the three months ended March 31, 2006, compared to the same period in 2005. Excluding reimbursable items, total non-interest expense increased 19.5% for the three months for the three months ended March 31, 2006 compared to the three months ended March 31, 2005. The increases are due to changes in each of the expense categories as described below.

Salaries and other personnel expenses increased $21.5 million, or 21.7%, for the three months

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ended March 31, 2006 compared to the same period in 2005. The first quarter of 2006 results include the impact of expensing stock options beginning January 1, 2006, which resulted in an expense of $1.8 million. Of the $21.5 million increase for the first quarter, $10.9 million is the result of employee related expenses of TSYS Acquiring. In addition, the change in employment expenses is associated with normal salary increases and related benefits, offset in part by higher levels of employment costs capitalized as software development and contract acquisition costs. The growth in employment expenses included an increase in the accrual for performance-based incentive benefits.

At March 31, 2006, TSYS had 6,583 employees compared to 6,698 at December 31, 2006 and 6,421 at March 31, 2005.

Net occupancy and equipment expense increased $9.1 million, or 14.0% for the three months ended March 31, 2006 over the same period in 2005. Occupancy and equipment related expenses for the first quarter of 2006 included $5.7 million related to the March 1, 2005 acquisition of TSYS Acquiring. TSYS recognized impairment losses on developed software of $3.1 million in the first quarter of 2005 and no impairment losses in the first quarter of 2006.

Other operating expenses for the three months ended March 31, 2006 increased $11.5 million, or 22.4% as compared to the same period in 2005. Of the $11.5 million increase, $7.8 million is the result of other operating related expenses of TSYS Acquiring.

Other operating expenses include, among other things, amortization of conversion costs, costs associated with delivering merchant services, professional advisory fees and court costs associated with TSYS’ debt collection business.

Other operating expenses also include charges for processing errors, contractual commitments and bad debt expense. Management’s evaluation of the adequacy of its transaction processing reserves and allowance for doubtful accounts is based on a formal analysis which assesses the probability of losses related to contractual contingencies, processing errors and uncollectible accounts. Increases and decreases in transaction processing provisions and charges for bad debt expense are reflected in other operating expenses.

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Income Tax Expense

For the three months ended March 31, 2006, income tax expense was $76.7 million, compared to $68.9 million for the same period in 2005. The effective tax rate for the first three months of 2006 was 36.3%, compared to 37.1% for the same period in 2005 and 37.3% for the year ended December 31, 2005.

In the normal course of business, Synovus is subject to examinations from various tax authorities. These examinations may alter the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. During the three months ended March 31, 2006, Synovus received notices of proposed adjustments relating to taxes due for the years 2000 through 2003. As a result, Synovus recorded a reduction in previously recorded income tax liabilities of $3.7 million which reduced income tax expense for the three months ended March 31, 2006 and lowered the effective rate by 1.5%.

Synovus continually monitors and evaluates the potential impact of current events and circumstances on the estimates and assumptions used in the analysis of its income tax positions, and, accordingly, Synovus’ effective tax rate may fluctuate in the future. Based on our current estimates, we believe that Synovus’ effective income tax rate for the remainder of 2006 will be approximately 37%.

Legal Proceedings

Synovus and its subsidiaries are subject to various legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, based in part upon the advice of legal counsel, all matters are believed to be adequately covered by insurance, or if not covered, are believed to be without merit or are of such kind or involve such amounts that would not have a material adverse effect on the financial position, results of operations or cash flows of Synovus if disposed of unfavorably. Synovus establishes reserves for expected future litigation exposures that Synovus determines to be both probable and reasonably estimable.

Recently Issued Accounting Standards

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments.” SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” The provisions of this statement are effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Synovus does not expect the impact of SFAS No. 155 on its financial position, results of operations or cash flows to be material.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing Financial Assets, an Amendment of FASB Statement No. 140.” SFAS No. 156 amends SFAS No. 140 with respect to the accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 (a) specifies when, under certain situations, an entity must recognize a servicing asset or servicing liability, (b) requires all separately recognized servicing assets and liabilities to be initially measured at fair value, if practicable, (c) permits an entity to choose between subsequent measurement methods, (d) permits, at initial adoption, a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, and (e)

36

requires separate presentation of servicing assets and servicing liabilities. The provisions of this statement are effective as of the beginning of an entity’s first fiscal year beginning after September 15, 2006. Synovus does not expect the impact of SFAS No. 156 on its financial position, results of operations or cash flows to be material.

Forward-Looking Statements

Certain statements contained in this filing which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the “Act”). These forward-looking statements include, among others, statements regarding: (i) the expected financial impact of recent accounting pronouncements, including the expected after-tax expense for both option and restricted stock awards in 2006; (ii) the estimated periods for recognizing expenses associated with stock based compensation; (iii) management’s belief with respect to legal proceedings and other claims; (iv) TSYS’ expectation that it will deconvert Citibank’s Sears and Bank of America’s consumer accounts in the second quarter and October of 2006, respectively; (v) TSYS’ expectation that it will continue to process commercial card accounts for Citibank, as well as Citibank’s Banamex USA consumer accounts; (vi) TSYS’ expectation that it will maintain the card-processing functions of Chase for at least two years; (vii) TSYS’ expectation that it will continue providing commercial and small business card processing for Bank of America and MBNA, as well as merchant processing for Bank of America; (viii) the estimated termination fee to be paid by Bank of America in connection with termination of its processing agreement; (ix) Synovus and TSYS’ belief that the loss of revenues from the Bank of America consumer card portfolio for 2006 should not have a material adverse effect on Synovus or TSYS for 2006 and that the payment of the termination fee associated with the deconversion should have a positive effect on TSYS for 2006; (x) TSYS’ expectation that it will convert Capital One’s portfolio in phases beginning in mid-2006 and ending in early 2007; (xi) TSYS’ expectation that it will maintain card processing functions of Capital One for at least five years; (xii) TSYS’ belief that the loss of revenue from the Sears portfolio for 2006 should not have a material adverse effect on TSYS for 2006; (xiii) management’s expectation that the net charge-off ratio for the year will be under 0.30%; (xiv) management’s belief with respect to the existence of sufficient collateral for past due loans, the resolution of certain loan delinquencies and the inclusion of all material loans in which doubt exists as to collectibility in nonperforming assets and impaired loans; (xv) Synovus’ expected growth in earnings per share for 2006 and the assumptions underlying such statements, including, with respect to Synovus’ expected increase in earnings per share for 2006, short-term interest rates will increase modestly; the credit environment will remain favorable; TSYS’ earnings growth will be in the 21% — 23% range; and the incremental (as compared to 2005) share-based compensation expense will be approximately 5 cents per diluted share, or 3.2% of reported 2005 diluted earnings per share. In addition, certain statements in future filings by Synovus with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with the approval of Synovus which are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure, efficiency ratios and other financial terms; (ii) statements of plans and objectives of Synovus or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “estimates,” “projects,” “plans,” “may,” “could,” “should,” “would,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

37

These statements are based on the current beliefs and expectations of Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this document. Many of these factors are beyond Synovus’ ability to control or predict. These factors include, but are not limited to: (i) competitive pressures arising from aggressive competition from other financial service providers; (ii) factors that affect the delinquency rate of Synovus’ loans and the rate at which Synovus’ loans are charged off; (iii) changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which Synovus is perceived in such markets, including a reduction in our debt ratings; (iv) TSYS’ inability to achieve its earnings goals for 2006; (v) the strength of the U.S. economy in general and the strength of the local economies in which operations are conducted may be different than expected; (vi) the effects of and changes in trade, monetary and fiscal policies, and laws, including interest rate policies of the Federal Reserve Board; (vii) inflation, interest rate, market and monetary fluctuations; (viii) the timely development of and acceptance of new products and services and perceived overall value of these products and services by users; (ix) changes in consumer spending, borrowing, and saving habits; (x) technological changes are more difficult or expensive than anticipated; (xi) acquisitions are more difficult to integrate than anticipated; (xii) the ability to increase market share and control expenses; (xiii) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities, and insurance) with which Synovus and its subsidiaries must comply; (xiv) the impact of the application of and/or the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, the Financial Accounting Standards Board, or other authoritative bodies; (xv) changes in Synovus’ organization, compensation, and benefit plans; (xvi) the costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto; (xvii) a deterioration in credit quality or a reduced demand for credit; (xviii) Synovus’ inability to successfully manage any impact from slowing economic conditions or consumer spending; (xix) TSYS does not maintain the card-processing functions of Chase and Capital One for at least two and five years, respectively, as expected; (xx) the merger of TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS clients; (xxi) successfully managing the potential both for patent protection and patent liability in the context of rapidly developing legal framework for expansive software patent protection; (xxii) the impact on Synovus’ business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and (xxiii) the success of Synovus at managing the risks involved in the foregoing.

These forward-looking statements speak only as of the date on which the statements are made, and Synovus undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made to reflect the occurrence of unanticipated events.

38

ITEM 3 — QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

During the first three months of 2006, Synovus continued to maintain an asset sensitive interest rate risk position. This position has been maintained in anticipation of further moderate increases in short term interest rates. This asset sensitivity has decreased modestly from December 31, 2005. The decrease is due to several factors including a moderate increase in the rate sensitivity of our funding base, growth in our fixed rate investment portfolio, and the addition of receive fixed interest rate swaps. Synovus anticipates that it will continue to gradually reduce asset sensitivity as we approach a more stable rate environment.

Synovus measures its sensitivity to changes in market interest rates through the use of a simulation model. Synovus uses this simulation model to determine a baseline net interest income forecast and the sensitivity of this forecast to changes in interest rates. These simulations include all of Synovus’ earning assets, liabilities, and derivative instruments. Forecasted balance sheet changes, primarily reflecting loan and deposit growth forecasts prepared by each banking affiliate, are included in the periods modeled.

Synovus models its baseline net interest income forecast assuming an unchanged or flat interest rate environment. Synovus has modeled the impact of a gradual increase and decrease in short-term rates of 100 basis points to determine the sensitivity of net interest income for the next twelve months. In the gradual 100 basis point decrease scenario, net interest income is expected to decrease by approximately 1.9%, as compared to an unchanged interest rate environment. In the gradual 100 basis point increase scenario, net interest income is expected to increase by approximately 1.3%, as compared to an unchanged interest rate environment. While these estimates are reflective of the general interest rate sensitivity of Synovus, local market conditions and their impact on loan and deposit pricing would be expected to have a significant impact on the realized level of net interest income. Actual realized balance sheet growth and mix would also impact the realized level of net interest income.

39

ITEM 4 — CONTROLS AND PROCEDURES

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report as required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and chief financial officer. Based on this evaluation, these officers have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to Synovus (including its consolidated subsidiaries) required to be included in our periodic SEC filings. No change in Synovus’ internal control over financial reporting occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

40

PART II — OTHER INFORMATION

ITEM 1A — RISK FACTORS

                    In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our financial position, results of operations or cash flows. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our financial position, results of operations or cash flows.

ITEM 2 — UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS

                    Synovus acquired GLOBALT, Inc. (GLOBALT) on May 31, 2002. The purchase agreement contained an earn-out provision pursuant to which we may issue additional shares of Synovus common stock contingent upon GLOBALT’s financial performance. On February 15, 2006, Synovus issued 21,132 shares of Synovus common stock to the former shareholders of GLOBALT as a result of GLOBALT attaining its financial performance goals. The shares of stock issued to the former shareholders of GLOBALT were issued pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933.

                    The following table sets forth information regarding Synovus’ purchases of its common stock on a monthly basis during the three months ended March 31, 2006:

								Maximum
						Total Number of		Number of Shares
						Shares Purchased		That May Yet Be
						as Part of		Purchased Under
	Total Number of			Average Price Paid		Announced Plans		the Plans or
Period	Shares Purchased			per Share		or Programs		Programs
January 2006		5,806	(1)	$	27.03		—		—
February 2006		1,401	(1)		27.83		—		—
March 2006		355	(1)		27.35		—		—
Total		7,562	(1)	$	27.19		—		—

(1) Consists of delivery of previously owned shares to Synovus in payment of the exercise price of stock options.

41

ITEM 6 — EXHIBITS

(a) Exhibits	Description
3.1	Articles of Incorporation of Synovus, as amended
3.2	Bylaws of Synovus, as amended
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32	Certification of Periodic Report

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SYNOVUS FINANCIAL CORP.
Date: May 10, 2006	BY:	/s/ Thomas J. Prescott
		Thomas J. Prescott
		Executive Vice President and Chief Financial Officer

43

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Articles of Incorporation of Synovus, as amended
3.2	Bylaws of Synovus, as amended
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32	Certification of Periodic Report

44

EX-3.1

                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                       SYNOVUS FINANCIAL CORP., AS AMENDED

                                       1.

     The name of the corporation is Synovus Financial Corp.

                                       2.

     The corporation shall have perpetual duration.

                                       3.

     The object of the corporation is pecuniary gain, and the general nature of
the business to be transacted is:

     (a) To purchase or otherwise acquire and to own and hold, to the extent
permitted by State and Federal law, the capital stock of any one or more banks,
trust companies and/or banking corporations now existing or henceforth
organized, and to exercise and enjoy any and all lawful rights, powers,
privileges and other incidents of ownership with respect to all such stock;

     (b) To engage directly or indirectly in any lawful businesses, enterprises,
ventures and other activities as the Board of Directors of the corporation may
from time to time deem to be profitable or advantageous to the corporation but
not incompatible with the foregoing, including but not limited to bank-related
activities such as investment and financial counseling, management consulting
and services, bookkeeping, computer and data processing services, rental of
personal property and equipment, fiduciary and custodian services, brokerage of
loans and insurance, real estate development and management, and securities
investment, -- whether acting directly in its own behalf, in partnership or
other relationship with others, through subsidiary or affiliated corporations,
as agent or broker for others, or otherwise;

     (c) To purchase, subscribe for or otherwise acquire and own, hold, use,
sell, assign, transfer, mortgage, pledge, exchange, create security interest in,
or otherwise dispose of and generally deal in real and personal property of
every kind and description, including good will, trade names, rights and
franchises, and including shares of stock, certificates or other interests in
voting trusts for shares of stock, or any bonds, debentures, notes, evidences of
indebtedness, and other securities, contracts or obligations of any banking or
other securities, contracts or obligations of any banking or other corporation
or association organized under the laws of the State of Georgia or the United
States of America or any other state or district or county, nation or
government, and to pay therefor in whole or in part in cash or by exchanging
therefor stocks, bonds, or other evidences of indebtedness or securities of this
or any other corporation; and while the owner or holder of any such real or
personal property, stocks, bonds, debentures, notes, evidences of indebtedness
or other



securities, contracts or obligations, to receive, collect and dispose of the
interest, dividends and income arising therefrom, and to possess and exercise in
respect thereof, all of the rights, powers and privileges of ownership,
including all voting powers on any stocks, voting trust certificates, or other
securities so owned; and in connection with any acquisition, disposition, pledge
or other act of ownership with regard to any such stocks, securities or other
property, whether tangible or intangible, to assume or guarantee performance of
any liabilities, obligations or contracts of any persons, firms, corporations or
associations;

     (d) To organize or promote or facilitate the organization of, and
participate in the operation of, any corporation, association, partnership,
syndicate or other entity formed for the purpose of transacting, promoting or
carrying on any lawful business;

     (e) To merge, consolidate, dissolve, wind up or liquidate any corporation,
association or other entity which this corporation may organize, purchase or
otherwise acquire or have an interest in, or to cause the same to be merged,
consolidated, dissolved, wound up or liquidated;

     (f) To aid, either by loans or by guaranty of securities or in any other
manner, any corporation, association, business, enterprise, venture, or voting
trust, domestic or foreign, any shares of stock in which or any bonds,
debentures, notes, securities, evidences of indebtedness, contracts or
obligations of which are held by this corporation, directly or indirectly, or in
which, or in the welfare of which, this corporation shall have any interest, and
to do any acts designed to protect, preserve, improve or enhance the value of
any property at any time held or controlled by it or in which it may at any time
be interested, directly or indirectly, through other corporations or otherwise;

     (g) To make equity and debt investments in corporations or projects
designed primarily to promote community welfare, such as economic rehabilitation
and development of depressed or blighted areas;

     (h) To do all things necessary, suitable or proper for the accomplishment
of any such purpose or objective of the corporation aforesaid; and,

     (i) The corporation shall have all of the powers and shall enjoy all of the
rights, privileges and immunities as provided under the Georgia Business
Corporation Code.

                                       4.

     The maximum number of shares of capital stock that the corporation shall be
authorized to have outstanding at any time shall be 600,000,000 shares. The sole
class of capital stock of the corporation shall be common stock of the par value
of $1.00 per share. The corporation may acquire its own shares and shares so
acquired shall become treasury shares.

     The common stock of the corporation shall have the following voting rights:


                                       2



     (a) Except as otherwise provided in paragraph (b) below, every holder of
record of the common stock shall be entitled to one (1) vote in person or by
proxy on each matter submitted to a vote at a meeting of shareholders for each
share of the common stock held of record by such holder as of the record date of
such meeting.

     (b) Notwithstanding paragraph (a) above, every holder of record of a share
of the common stock meeting any one of the following criteria, shall be entitled
to ten (10) votes in person or by proxy on each matter submitted to a vote at a
meeting of shareholders for each share of the common stock held of record by
such holder as of the record date of such meeting which:

     (1) has had the same beneficial owner since April 24, 1986; or

     (2) has had the same beneficial owner for a continuous period of greater
than 48 months prior to the record date of such meeting; or

     (3) is held by the same beneficial owner to whom it was issued by the
corporation in or as a part of an acquisition of a banking or non-banking
company by the corporation where the resolutions adopted by the corporation's
Board of Directors approving said acquisition specifically reference and grant
such rights; or

     (4) is held by the same beneficial owner to whom it was issued by the
corporation, or to whom it transferred by the corporation from treasury shares
held by the corporation, and the resolutions adopted by the corporation's Board
of Directors approving such issuance and/or transfer specifically reference and
grant such rights; or

     (5) was acquired under any employee, officer and/or director benefit plan
maintained for one or more employees, officers and/or directors of the
corporation, and/or its subsidiaries, and is held by the same beneficial owner
for whom it was acquired under the terms and provisions of such plan; or

     (6) was acquired by reason of participation in a dividend reinvestment plan
approved by the corporation and is held by the same beneficial owner for whom it
was acquired under the terms and provisions of such plan; or

     (7) is owned by a holder who, in addition to shares which are beneficially
owned under the provisions of paragraph (b) (1) - (6) above, is the beneficial
owner of less than 100,000 shares of common stock of the corporation, with such
amount to be appropriately adjusted to properly reflect any change in the shares
of common stock of the corporation by means of a stock split, a stock dividend,
a recapitalization or otherwise occurring after April 24, 1986.

     (c) For purposes of paragraphs (b) above and (e) below:


                                       3



          (1) any transferee of shares of the common stock receiving such stock:

               (i) by gift; or

               (ii) by bequest, devise or otherwise through the law of
               inheritance, descent and distribution from a decedent's estate;
               or

               (iii) by distribution from a trust holding such stock for the
               benefit or such transferee; or

          (2) any corporate transferee receiving such common stock solely in
          exchange for the capital stock of such corporate transferee prior to
          December 31, 1986, provided that the transferor(s) of such common
          stock and their respective donees, legatees and devises own all of the
          issued and outstanding shares of capital stock of such corporate
          transferee; shall be deemed in each case to be the same beneficial
          owner as the transferor.

     Any transfer of any share of the capital stock of a corporate transferee
described in subparagraph c (2) above, other than by means described in
subparagraph (c)(1) above shall disqualify all shares of the common stock held
by such corporate transferee from the operation of this paragraph c.

     (d) for purposes of paragraph (b) above, shares of the common stock
acquired pursuant to a stock options shall be deemed to have been acquired on
the date the option was granted, and any shares of common stock acquired by the
beneficial owner as a direct result of a stock split, stock dividend or other
type of distribution of shares with respect to existing shares ("Dividend
Shares") will be deemed to have been acquired and held continuously from the
date on which the shares with regard to which the Dividend Shares were issued
were acquired.

     (e) For purposes of paragraph (b) above, any share of the common stock held
in "street" or "nominee" name shall be presumed to have been acquired by the
beneficial owner subsequent to April 24, 1986 and to have had the same
beneficial owner for a continuous period of less than 48 months prior to the
record date of the meeting in question. This presumption shall be rebuttable by
presentation to the corporation's Board of Directors by such beneficial owner of
evidence satisfactory to the corporation's Board of Directors that such share
has had the same beneficial owner continuously since April 24, 1986 or such
share has had the same beneficial owner for a period greater than 48 months
prior to the record date of the meeting in question.

     (f) For purposes of this section, a beneficial owner of a share of common
stock is defined to include a person or group of persons who, directly or
indirectly, through any contract, arrangement, undertaking, relationship or
otherwise has or shares (1) voting power, which includes the power to vote, or
to direct the voting of such share of common


                                       4



stock, (2) investment power, which includes the power to direct the sale or
other disposition of such common stock, (3) the right to receive, retain or
direct the distribution of the proceeds of any sale or other disposition of such
share of common stock, or (4) the right to receive or direct the disposition of
any distributions, including cash dividends, in respect of such share of common
stock. For purposes of paragraphs (a) through (e) above, all determinations
concerning beneficial ownership, changes therein, or the absence of any such
change, shall be made by the corporation's Board of Directors. Written
procedures designed to facilitate such determinations shall be established by
the corporation's board of Directors and refined from time to time. Such
procedures shall provide, among other things, the manner of proof of facts that
will be accepted and the frequency with which such proof may be required to be
renewed. The corporation's Board of Directors shall be entitled to rely on all
information concerning beneficial ownership of the common stock coming to its
attention from any source and in any manner reasonably deemed by it to be
reliable, but the corporation shall not be charged with any other knowledge
concerning the beneficial ownership of the common stock.

     Any disputes arising concerning beneficial ownership, changes therein, or
the absence of any such changes, pursuant to this paragraph (f), shall be
definitively resolved by a determination of the corporation's Board of Directors
made in good faith.

                                       5.

     No shareholder of the corporation shall have any pre-emptive right to
purchase, subscribe for or otherwise acquire any shares of stock of any class of
the corporation, or any series of any class, or any options, rights or warrants
to purchase shares of any class, or any series of any class, or any other
securities of the corporation convertible into or carrying an option to purchase
shares of any class, or any series of any class, whether now or hereafter
authorized, and the Board of Directors of the corporation may authorize the
issuance of shares of stock of any class, and series of the same class, or
options, rights, or warrants to purchase shares of any class, or any series of
any class, or any securities convertible into or carrying an option to purchase
shares of any class, or any series of any class, without offering such issue of
shares, options, rights, warrants or other securities, either in whole or in
part, to the shareholders of the corporation.

                                       6.

     The Board of Directors of the corporation may authorize the issuance of
bonds, debentures and other evidences of indebtedness of the corporation and may
fix all the terms thereof, including, without limitation, the convertibility
thereof into shares of stock of the corporation of any class, or any series of
the same class.

                                       7.

     The initial registered office of the corporation shall be 1148 Broadway,
Columbus, Georgia 31901, and the initial registered agent of the corporation at
said address shall be James H. Blanchard.

                                       8.


                                       5



     The initial Board of Directors of the corporation shall consist of eight
members, whose names and addresses are as follows:



          Name                    Address
          ----                    -------
                       
James H. Blanchard        231 Mountainview Drive
                          Columbus, Georgia

C. W. Curry               2814 Techwood Drive
                          Columbus, Georgia

Marvin C. Terry           1802 Overlook Drive
                          Columbus, Georgia

G. Gunby Jordan           666 Barschall Drive
                          Columbus, Georgia

George C. Woodruff, Jr.   6201 Waterford Road
                          Columbus, Georgia

William B. Turner         3132 Hilton Avenue
                          Columbus, Georgia

Richard H. Bickerstaff    2425 Averett Drive
                          Columbus, Georgia

Edwin W. Rothschild       2422 Craigston Drive
                          Columbus, Georgia


                                       9.

     The name and address of the incorporator is J. Quentin Davidson, Jr., 1043
Third Avenue, Columbus, Georgia.

                                       10.

     Each member of the Board of Directors of the corporation shall be elected
at the annual meeting of shareholders and shall hold office for a term of one
year and until his or her successor is duly elected and qualified or until his
or her earlier retirement, resignation, removal or death.

                                       11.

     The shareholder vote required to: (i) approve: (a) any merger or
consolidation of the corporation with or into any other corporation; or (b) the
sale, lease, exchange or other disposition of all, or substantially all, of the
assets of the corporation to or with any other corporation, person or entity,
with respect to which the approval of the corporation's shareholders is required
by the provisions of the corporate laws of the State of Georgia; (ii)


                                       6



fix, from time to time, the number of members of the Board of Directors of the
corporation; (iii) remove a member of the Board of Directors of the corporation;
(iv) call a special meeting of the shareholders of the corporation; (v) alter,
delete rescind or amend any provision of the corporation's bylaws, as amended;
and (vi) alter, delete, rescind or amend any provision of the corporation's
Articles of Incorporation, as amended, shall be the affirmative vote by the
holders of shares representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding common stock of the
corporation.

                                       12.

     Any action required by law or permitted to be taken at any shareholders'
meeting may be taken without a meeting if, and only if, written consent, setting
forth the action so taken, shall be signed by all of the shareholders of record
of common stock of the corporation entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect as a unanimous
vote of the shareholders and shall be filed with the Secretary and recorded in
the Minute Book of the corporation.

                                       13.

     (a) The Board of Directors of the corporation may, if it deems it
advisable, oppose a tender or other offer for the corporation's securities,
whether the offer is in cash or in the securities of a corporation or otherwise.
When considering whether to oppose an offer, the Board of Directors may, but is
not legally obligated to, consider any pertinent issues; by way of illustration,
but not of limitation, the Board of Directors may, but shall not be legally
obligated to, consider all or any of the following:

               (i) whether the offer price is acceptable based on the historical
          and present operating results or financial condition of the
          corporation;

               (ii) whether a more favorable price could be obtained for the
          corporation's securities in the future;

               (iii) the impact which an acquisition of the corporation would
          have on the employees, depositors and customers of the corporation and
          its subsidiaries and the communities which they serve;

               (iv) the reputation and business practices of the offeror and its
          management and affiliates as they would affect the employees,
          depositors and customers of the corporation and its subsidiaries and
          the future value for the corporation's stock;

               (v) the value for the securities, if any, that the offeror is
          offering in exchange for the corporation's securities, based on an
          analysis of the worth of the corporation as compared to the


                                       7



          offeror or any other entity whose securities are being offered; and

               (vi) any antitrust or other legal or regulatory issues that are
          raised by the offer.

     (b) If the Board of Directors determines that an offer should be rejected,
it may take any lawful action to accomplish its purpose including, but not
limited to, any or all of the following: (i) advising shareholders not to accept
the offer; (ii) litigation against the offeror; (iii) filing complaints with
governmental and regulatory authorities; (iv) acquiring the corporation's
securities; (v) selling or otherwise issuing authorized but unissued securities
of the corporation or treasury stock or granting options or rights with respect
thereto; (vi) acquiring a company to create an antitrust or other regulatory
problem for the offeror; and (vii) soliciting a more favorable offer from
another individual or entity.

                                       14.

     No director shall be personally liable to the corporation or its
shareholders for monetary damages for any breach of duty of care or other duty.
Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable law: (i) for the appropriation in violation of his duties of any
business opportunity of the corporation; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for any action for which the director could be found liable pursuant to
Section 14-2-154 of the Official Code of Georgia Annotated, or any amendment
thereto or successor provision thereto; or (iv) for any transaction from which
the director derived an improper personal benefit. This provision shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to July 1, 1987. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.


                                       8

EX-3.2

                                                                     EXHIBIT 3.2

                                                                      As Amended
                                                        Effective April 28, 2006

                                     BYLAWS

                                       OF

                             SYNOVUS FINANCIAL CORP.

                               ARTICLE I. OFFICES

Section 1. Principal Office. The principal office for the transaction of the
business of the corporation shall be located in Muscogee County, Georgia, at
such place within said County as may be fixed from time to time by the Board of
Directors.

Section 2. Other Offices. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the corporation is qualified to do business, whether within or without the State
of Georgia.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

Section 1. Meetings, Where Held. Any meeting of the shareholders of the
corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the corporation or at any place in the United States
within or without the State of Georgia.

Section 2. Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of Directors and for the transaction of such other
business as may properly come before the meeting shall be held on such date and
at such time and place as is determined by the Board of Directors of the
corporation each year. Provided, however, that if the Board of Directors shall
fail to set a date for the annual meeting of shareholders in any year, that the
annual meeting of the shareholders of the corporation shall be held on the
fourth Thursday in April of each year; provided, that if said day shall fall
upon a legal holiday, then such annual meeting shall be held on the next day
thereafter ensuing which is not a legal holiday. Unless determined otherwise by
the Board of Directors, the Chairman of the Board or the Chief Executive Officer
shall act as chairman at all annual meetings. In addition to any other
applicable requirements, for business to properly come before the meeting,
notice of any nominations of persons for election to the Board of Directors or
of any other business to be brought before an annual meeting of shareholders by
a shareholder must be provided in writing to the Secretary of the corporation
not later than the close of business on the 45th day nor earlier than the close
of business on the 90th day prior to the date of the proxy statement released to
shareholders in connection with the previous year's annual meeting and such
business must constitute a proper subject to be brought before such meeting.
Such shareholder's notice shall set forth (a) as to each



person whom the shareholder proposes to nominate for election as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the Proxy
Statement in connection with such annual meeting as a nominee and to serving as
a director if elected), and evidence reasonably satisfactory to the corporation
that such nominee has no interests that would limit such nominee's ability to
fulfill his or her duties of office; (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such shareholder, as they appear on the corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the corporation
that are owned beneficially and held of record by such shareholder and such
beneficial owner. In addition, if the shareholder intends to solicit proxies
from the shareholders of the corporation, such shareholder's notice shall notify
the corporation of this intent. If a shareholder fails to notify the corporation
of his or her intent to solicit proxies and does in fact solicit proxies, the
chairman shall have the authority, in his or her discretion, to strike the
proposal or nomination by the shareholder. Notwithstanding anything in these
bylaws to the contrary, no business shall be conducted at the annual meeting
except in accordance with the procedures set forth in this Section 2. The
chairman shall, if the facts warrant, determine and declare to the meeting that
business has not been properly brought before the meeting in accordance with the
provisions of this Section 2, and if the chairman should so determine, the
chairman shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

Section 3. Special Meetings. A special meeting of the shareholders of the
corporation, for any purpose or purposes whatsoever, may be called at any time
by the Chairman of the Board, the Chief Executive Officer, a majority of the
Board of Directors, or one or more shareholders of the corporation representing
at least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation. Such a call
for a special meeting must state the purpose of the meeting. Unless otherwise
determined by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer shall act as chairman at all special meetings. This section,
as it relates to the call of a special meeting of the shareholders of the
corporation by one or more shareholders representing at least 66 2/3% of the
votes entitled to be cast by the holders of all of the issued and outstanding
shares of common stock of the corporation shall not be altered, deleted or
rescinded except upon the affirmative vote of the shareholders of the
corporation representing at least 66 2/3% of the votes entitled to be cast by
the holders of all of the issued and outstanding shares of common stock of the
corporation.

Section 4. Notice of Meetings. Unless waived, notice of each annual meeting and
of each special meeting of the shareholders of the corporation shall be given to
each shareholder of record entitled to vote, not less than ten (10) days nor
more than seventy


                                       2



(70) days prior to said meeting. Such notice shall specify the place, day and
hour of the meeting; and in the case of a special meeting, it shall also specify
the purpose or purposes for which the meeting is called.

Section 5. Waiver of Notice. Notice of an annual or special meeting of the
shareholders of the corporation may be waived by any shareholder, either before
or after the meeting; and the attendance of a shareholder at a meeting, either
in person or by proxy, shall of itself constitute waiver of notice and waiver of
any and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except when a shareholder attends solely
for the purpose of stating, at the beginning of the meeting, an objection or
objections to the transaction of business at such meeting.

Section 6. Quorum, Voting and Proxy. Shareholders representing a majority of the
votes entitled to be cast by the holders of all of the issued and outstanding
shares of common stock of the corporation shall constitute a quorum at a
shareholders' meeting. Any shareholder may be represented and vote at any
shareholders' meeting by proxy, which such shareholder has duly executed in
writing or by any other method permitted by the Official Code of Georgia
Annotated, filed with the Secretary of the corporation on or before the date of
such meeting; provided, however, that no proxy shall be valid for more than 11
months after the date thereof unless otherwise specified in such proxy.

The common stock of the corporation shall have the following voting rights:

     (a) Except as otherwise provided in paragraph (b) below, every holder of
record of the common stock shall be entitled to one (1) vote in person or by
proxy on each matter submitted to a vote at a meeting of shareholders for each
share of the common stock held of record by such holder as of the record date of
such meeting.

     (b) Notwithstanding paragraph (a) above, every holder of record of a share
of the common stock meeting any one of the following criteria, shall be entitled
to ten (10) votes in person or by proxy on each matter submitted to a vote at a
meeting of shareholders for each share of the common stock held of record by
such holder as of the record date of such meeting which:

          (1)  has had the same beneficial owner since April 24, 1986; or

          (2)  has had the same beneficial owner for a continuous period of
               greater than 48 months prior to the record date of such meeting;
               or

          (3)  is held by the same beneficial owner to whom it was issued by the
               corporation in or as a part of an acquisition of a banking or
               non-banking company by the corporation where the resolutions
               adopted by the corporation's Board of Directors approving said
               acquisition specifically reference and grant such rights; or

          (4)  is held by the same beneficial owner to whom it was issued by the
               corporation, or to whom it transferred by the corporation from
               treasury


                                       3



               shares held by the corporation, and the resolutions adopted by
               the corporation's Board of Directors approving such issuance
               and/or transfer specifically reference and grant such rights; or

          (5)  was acquired under any employee, officer and/or director benefit
               plan maintained for one or more employees, officers and/or
               directors of the corporation, and/or its subsidiaries, and is
               held by the same beneficial owner for whom it was acquired under
               the terms and provisions of such plan; or

          (6)  was acquired by reason of participation in a dividend
               reinvestment plan approved by the corporation and is held by the
               same beneficial owner for whom it was acquired under the terms
               and provisions of such plan; or

          (7)  is owned by a holder who, in addition to shares which are
               beneficially owned under the provisions of paragraph (b) (1)-(6)
               above, is the beneficial owner of less than 100,000 shares of
               common stock of the corporation, with such amount to be
               appropriately adjusted to properly reflect any change in the
               shares of common stock of the corporation by means of a stock
               split, a stock dividend, a recapitalization or otherwise
               occurring after April 24, 1986.

     (c) For purposes of paragraphs (b) above and (e) below:

          (1)  any transferee of a share of the common stock receiving such
               stock:

               (i)  by gift; or

               (ii) by bequest, devise or otherwise through the law of
                    inheritance, descent and distribution from a descendant's
                    estate; or

               (iii) by distribution from a trust holding such stock for the
                    benefit of such transferee; or

          (2)  any corporate transferee receiving such common stock solely in
               exchange for the capital stock of such corporate transferee prior
               to December 31, 1986, provided that the transferor(s) of such
               common stock and their respective donees, legatees and devises
               own all of the issued and outstanding shares of capital stock of
               such corporate transferee;

               shall be deemed in each case to be the same beneficial owner as
          the transferor.

          Any transfer of any share of the capital stock of a corporate
     transferee described in subparagraph (c) (2) above, other than by means
     described in


                                       4



     subparagraph (c) (1) above shall disqualify all shares of the common stock
     held by such corporate transferee from the operation of this paragraph (c).

     (d) For purposes of paragraph (b) above, shares of the common stock
acquired pursuant to a stock option shall be deemed to have been acquired on the
date the option was granted, and any shares of common stock acquired by the
beneficial owner as a direct result of a stock split, stock dividend or other
type of distribution of shares with respect to existing shares ("Dividend
Shares") will be deemed to have been acquired and held continuously from the
date on which the shares with regard to which the Dividend Shares were issued
were acquired.

     (e) For purposes of paragraph (b) above, any share of the common stock held
in "street" or "nominee" name shall be presumed to have been acquired by the
beneficial owner subsequent to April 24, 1986 and to have had the same
beneficial owner for a continuous period of less than 48 months prior to the
record date of the meeting in question. This presumption shall be rebuttable by
presentation to the corporation's Board of Directors by such beneficial owner of
evidence satisfactory to the corporation's Board of Directors that such share
has had the same beneficial owner continuously since April 24, 1986 or such
share has had the same beneficial owner for a period greater than 48 months
prior to the record date of the meeting in question.

     (f) For purposes of this section, a beneficial owner of a share of common
stock is defined to include a person or group of persons who, directly or
indirectly, through any contract, arrangement, undertaking, relationship or
otherwise has or shares (1) voting power, which includes the power to vote, or
to direct the voting of such share of common stock, (2) investment power, which
includes the power to direct the sale or other disposition of such share of
common stock, (3) the right to receive, retain or direct the distribution of the
proceeds of any sale or other disposition of such share of common stock, or (4)
the right to receive or direct the disposition of any distributions, including
cash dividends, in respect of such share of common stock. For purposes of
paragraphs (a) through (e) above, all determinations concerning beneficial
ownership, changes therein, or the absence of any such change, shall be made by
the corporation's Board of Directors. Written procedures designed to facilitate
such determinations shall be established by the corporation's Board of Directors
and refined from time to time. Such procedures shall provide, among other
things, the manner of proof of facts that will be accepted and the frequency
with which such proof may be required to be renewed. The corporation's Board of
Directors shall be entitled to rely on all information concerning beneficial
ownership of the common stock coming to its attention from any source and in any
manner reasonably deemed by it to be reliable, but the corporation shall not be
charged with any other knowledge concerning the beneficial ownership of the
common stock. Any disputes arising concerning beneficial ownership, changes
therein, or the absence of any such changes, pursuant to this paragraph (f),
shall be definitively resolved by a determination of the corporation's Board of
Directors made in good faith.

Section 7. Voting Rights. The voting rights of shares of common stock of the
corporation shall not be altered, deleted or rescinded except upon the
affirmative vote of the shareholders of the corporation representing at least 66
2/3% of the votes entitled to be


                                       5



cast by the holders of all of the issued and outstanding shares of common stock
of the corporation.

Section 8. No Meeting Necessary When. Any action required by law or permitted to
be taken at any shareholders' meeting may be taken without a meeting if, and
only if, written consent, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof. Such consent shall have the same force and effect as a unanimous vote
of the shareholders and shall be filed with the Secretary and recorded in the
Minute Book of the corporation.

                             ARTICLE III. DIRECTORS

Section 1. Number. The Board of Directors of the corporation shall consist of
not less than 8 nor more than 60 Directors. The number of Directors may vary
between said minimum and maximum, and within said limits, the shareholders
representing at least 66 2/3% of the votes entitled to be cast by the holders of
all of the issued and outstanding shares of common stock of the corporation may,
from time to time, by resolution fix the number of Directors to comprise said
Board. This section, as it relates to, from time to time, fixing the number of
Directors of the corporation by the shareholders of the corporation representing
at least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation, shall not be
altered, deleted or rescinded except upon the affirmative vote of the
shareholders of the corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and outstanding shares
of common stock of the corporation.

Section 2. Election and Tenure. Each member of the Board of Directors of the
corporation shall be elected at the annual meeting of shareholders and shall
hold office for a term of one year and until his or her successor is duly
elected and qualified or until his or her earlier retirement, resignation,
removal or death. In such elections, the nominees receiving a plurality of votes
shall be elected.

Section 3. Powers. The Board of Directors shall have authority to manage the
affairs and exercise the powers, privileges and franchises of the corporation as
they may deem expedient for the interests of the corporation, subject to
restrictions imposed by law, the terms of the Articles of Incorporation, bylaws
and such policies and directions as may be prescribed from time to time by the
shareholders of the corporation.

Section 4. Meetings. The annual meeting of the Board of Directors shall be held
without notice immediately following the annual meeting of the shareholders of
the corporation, on the same date and at the same place as said annual meeting
of the shareholders. The Board by resolution may provide for regular meetings,
which may be held without notice as and when scheduled in such resolution.
Special meetings of the Board may be called at any time by the Chairman of the
Board, the Chief Executive Officer, the Lead Director, or by any two or more
Directors.

Section 5. Notice and Waiver; Quorum. Notice of any special meeting of the Board
of Directors shall be given to each Director personally or by mail, telegram,
cablegram or


                                       6



telephone, or by any other means customary for expedited business
communications, at least one day prior to the meeting. Such notice may be
waived, either before or after the meeting; and the attendance of a Director at
any special meeting shall of itself constitute a waiver of notice of such
meeting and of any and all objections to the place or time of the meeting, or to
the manner in which it has been called or convened, except where a Director
states, at the beginning of the meeting, any such objection or objections to the
transaction of business. A majority of the Board of Directors shall constitute a
quorum at any Directors' meeting.

Section 6. No Meeting Necessary, When. Any action required by law or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if written consent, setting forth the action so
taken, shall be signed by all the Directors or committee members. Such consent
shall have the same force and effect as a unanimous vote of the Board of
Directors and shall be filed with the Secretary and recorded in the Minute Book
of the corporation.

Section 7. Telephone Conference Meetings. Members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting
of the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.

Section 8. Voting. At all meetings of the Board of Directors each Director shall
have one vote and, except as otherwise provided herein or provided by law, all
questions shall be determined by a majority vote of the Directors present.

Section 9. Removal. Any one or more Directors or the entire Board of Directors
may be removed from office, with or without cause, by the affirmative vote of
the shareholders of the corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and outstanding shares
of common stock of the corporation at any shareholders' meeting with respect to
which notice of such purpose has been given. This section, as it relates to the
removal of Directors of the corporation by the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast by the holders of
all of the issued and outstanding shares of common stock of the corporation,
shall not be altered, deleted or rescinded except upon the affirmative vote of
the shareholders of the corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and outstanding shares
of common stock of the corporation.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors caused by
the removal of a Director shall be filled by the shareholders, or if authorized
by the shareholders, by the Board of Directors. Any other vacancy occurring in
the Board of Directors, including vacancies occurring by reason of an increase
in the number of directors comprising the Board, may be filled by the Board of
Directors or the shareholders until the next annual meeting of shareholders and
until a successor is duly elected and qualified. Vacancies in the Board of
Directors filled by the Board of Directors may be filled by the affirmative vote
of a majority of the remaining Directors, though less than a quorum,


                                       7



or the sole remaining Director, as the case may be.

Section 11. Dividends. The Board of Directors may declare dividends payable in
cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to the date of declaration of the dividend, or
the preceding fiscal year, or out of the unreserved and unrestricted earned
surplus of the corporation, as they may deem expedient.

Section 12. Committees. In the discretion of the Board of Directors, said Board
from time to time may elect or appoint, from its own members, an Executive
Committee, an Audit Committee, a Corporate Governance and Nominating Committee,
a Compensation Committee and such other committee or committees as said Board
may see fit to establish. Each such committee shall consist of two or more
Directors, and each shall possess such powers and be charged with such
responsibilities as are delegated by the Board by resolution, subject to the
limitations imposed in these bylaws and by applicable law.

                               Executive Committee

     The Executive Committee shall, during the intervals between meetings of the
corporation's Board of Directors, possess and may exercise any and all powers of
the corporation's Board of Directors in the management and direction of the
business and affairs of the corporation in which specific direction has not been
given by the corporation's Board of Directors.

Section 13. Officers and Salaries. The Board of Directors shall elect all
officers of the corporation and shall approve the remuneration, including
remuneration from employee benefit plans, of all officers, except that the Board
of Directors shall not have the responsibility to approve salaries for officers
who are not executive officers.

Section 14. Compensation of Directors. Directors shall be entitled to receive
compensation for their service as Directors and such fees and expenses, if any,
for attendance at each regular or special meeting of the Board and any
adjournments thereof, as may be fixed from time to time by resolution of the
Board, and such fees and expenses shall be payable even though an adjournment be
had because of the absence of a quorum; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of either standing or special committees may be allowed such compensation as may
be provided from time to time by resolution of the Board for serving upon and
attending meetings of such committees.

Section 15. Advisory Directors. The Board of Directors of the corporation may at
its annual meeting, or from time to time thereafter, appoint any individual to
serve as a member of an Advisory Board of Directors of the corporation. Any
individual appointed to serve as a member of an Advisory Board of Directors of
the corporation shall be entitled to attend all meetings of the Board of
Directors and may participate in any discussion thereat, but such individual may
not vote at any meeting of the Board of Directors or be counted in


                                       8



determining a quorum for such meeting. It shall be the duty of members of the
Advisory Board of Directors of the corporation to advise and provide general
policy advice to the Board of Directors of the corporation at such times and
places and in such groups and committees as may be determined from time to time
by the Board of Directors, but such individuals shall not have any
responsibility or be subject to any liability imposed upon a director or in any
manner otherwise deemed a director. The same compensation paid to directors for
their services as directors shall be paid to members of an Advisory Board of
Directors of the corporation for their services as advisory directors. Each
member of the Advisory Board of Directors except in the case of his earlier
death, resignation, retirement, disqualification or removal, shall serve until
the next succeeding annual meeting of the Board of Directors and thereafter
until his successor shall have been appointed.

Section 16. Emeritus Directors. When a member of the Board of Directors or the
Advisory Board of Directors of the corporation attains seventy two (72) years of
age, such director shall automatically, at his option, either (i) retire from
the Board of Directors or the Advisory Board of Directors of the corporation, as
the case may be; or (ii) be appointed as a member of the Emeritus Board of
Directors of the corporation. Members of the Emeritus Board of Directors of the
corporation shall be appointed annually by the Chairman of the Board of
Directors of the corporation at the Annual Meeting of the Board of Directors of
the corporation, or from time to time thereafter. Each member of the Emeritus
Board of Directors of the corporation, except in the case of his earlier death,
resignation, retirement, disqualification or removal, shall serve until the next
succeeding Annual Meeting of the Board of Directors of the corporation. Any
individual appointed as a member of the Emeritus Board of Directors of the
corporation may, but shall not be required to, attend meetings of the Board of
Directors of the corporation and may participate in any discussions thereat, but
such individual may not vote at any meeting of the Board of Directors of the
corporation or be counted in determining a quorum at any meeting of the Board of
Directors of the corporation, as provided in Section 5 of Article III of the
bylaws of the corporation. It shall be the duty of the members of the Emeritus
Board of Directors of the corporation to serve as goodwill ambassadors of the
corporation, but such individuals shall not have any responsibility or be
subject to any liability imposed upon a member of the Board of Directors of the
corporation or in any manner otherwise be deemed to be a member of the Board of
Directors of the corporation. Each member of the Emeritus Board of Directors of
the corporation shall be paid such compensation as may be set from time to time
by the Chairman of the Board of Directors of the corporation and shall remain
eligible to participate in any Director Stock Purchase Plan maintained by, or
participated in, from time to time by the corporation according to the terms and
conditions thereof.

                              ARTICLE IV. OFFICERS

Section 1. Selection. The Board of Directors at each annual meeting shall elect
or appoint a Chief Executive Officer, a President, a Secretary and a Treasurer,
each to serve for the ensuing year and until his successor is elected and
qualified, or until his earlier resignation, removal from office, or death. The
Board of Directors, at such meeting, may or may not, in the discretion of the
Board, elect a Chairman of the Board, one or more Vice Chairmen of the Board, a
Chief Operating Officer, one or more Vice Chairmen of the corporation, one or
more Chairmen of the Board-Emeritus and/or one or more Vice


                                       9



Presidents and, also may elect or appoint one or more Assistant Vice Presidents
and/or one or more Assistant Secretaries and/or one or more Assistant
Treasurers. When more than one Vice President is elected, they may, in the
discretion of the Board, be designated Executive Vice President, First Vice
President, Second Vice President, etc., according to seniority or rank, and any
person may hold two or more offices, except that neither the Chief Executive
Officer nor President shall also serve as the Secretary.

Section 2. Removal, Vacancies. Any officers of the corporation may be removed
from office at any time by the Board of Directors, with or without cause. Any
vacancy occurring in any office of the corporation may be filled by the Board of
Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer shall, under the
direction of the Board of Directors, have responsibility for the general
direction of the corporation's business, policies and affairs. The Chief
Executive Officer shall have such other authority and perform such other duties
as usually appertain to the chief executive office in business corporations or
as are provided by the Board of Directors.

Section 4. President. The President shall, under the direction of the Chief
Executive Officer, have direct superintendence of the corporation's business,
policies, properties and affairs. The President shall have such further powers
and duties as from time to time may be conferred upon or assigned to such
officer by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer.

Section 5. Vice Presidents. The Executive Vice Presidents, if any, and Vice
Presidents shall have such powers and duties as from time to time may be
conferred upon or assigned to them by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, or the President. An Executive Vice
President or other officer may be responsible for the assignment of duties to
subordinate Vice Presidents.

Section 6. Secretary. It shall be the duty of the Secretary to keep a record of
the proceedings of all meetings of the shareholders and Board of Directors; to
keep the stock records of the corporation; to notify the shareholders and
Directors of meetings as provided by these bylaws; and to perform such other
duties as may be prescribed by the Chairman of the Board, Chief Executive
Officer, President or Board of Directors. Any Assistant Secretary, if elected,
shall perform the duties of the Secretary during the absence or disability of
the Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, Chief Executive Officer, President, Secretary or Board of
Directors.

Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the
financial books and records of the corporation, and shall faithfully account for
its funds. He shall make such reports as may be necessary to keep the Chairman
of the Board, the Chief Executive Officer, the President and Board of Directors
fully informed at all times as to the financial condition of the corporation,
and shall perform such other duties as may be prescribed by the Chairman of the
Board, the Chief Executive Officer, President or Board of Directors. Any
Assistant Treasurer, if elected, shall perform the duties of the Treasurer
during the absence or disability of the Treasurer, and shall perform such other
duties as may be prescribed by the Chairman of the Board, Chief Executive
Officer, President, Treasurer or


                                       10



Board of Directors.

                           ARTICLE V. CONTRACTS, ETC.

Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages, pledges,
promissory notes, transfers and other written instruments binding upon the
corporation shall be executed on behalf of the corporation by the Chairman of
the Board, if elected, Chief Executive Officer, the President, or by such other
officers or agents as the Board of Directors may designate from time to time.
Any such instrument required to be given under the seal of the corporation may
be attested by the Secretary or Assistant Secretary of the corporation.

Section 2. Proxies. The Chairman of the Board, Chief Executive Officer, any Vice
Chairman of the Board, any Vice Chairman of the corporation, the President, any
Executive Vice President, Secretary or Treasurer of the corporation shall have
full power and authority, on behalf of the corporation, to attend and to act and
to vote at any meetings of the shareholders, bond holders or other security
holders of any corporation, trust or association in which the corporation may
hold securities, and at and in connection with any such meeting shall possess
and may exercise any and all of the rights and powers incident to the ownership
of such securities and which as owner thereof the corporation might have
possessed and exercised if present, including the power to execute proxies and
written waivers and consents in relation thereto. In the case of conflicting
representation at any such meeting, the corporation shall be represented by its
highest ranking officer, in the order first above stated. Notwithstanding the
foregoing, the Board of Directors may, by resolution, from time to time, confer
like powers upon any other person or persons.

                         ARTICLE VI. CHECKS AND DRAFTS

     Checks and drafts of the corporation shall be signed by such officer or
officers or such other employees or persons as the Board of Directors may from
time to time designate.

                               ARTICLE VII. STOCK

Section 1. Certificates of Stock. Shares of capital stock of the corporation
shall be issued in certificate or book-entry form. Certificates shall be
numbered consecutively and entered into the stock book of the corporation as
they are issued. Each certificate shall state on its face the fact that the
corporation is a Georgia corporation, the name of the person to whom the shares
are issued, the number and class of shares (and series, if any) represented by
the certificate and their par value, or a statement that they are without par
value. In addition, when and if more than one class of shares shall be
outstanding, all share certificates of whatever class shall state that the
corporation 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 the corporation.

Section 2. Signature; Transfer Agent; Registrar. Share certificates shall be
signed by


                                       11



the President or Vice President and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation, and shall bear
the seal of the corporation or a facsimile thereof. The Board of Directors may
from time to time appoint transfer agents and registrars for the shares of
capital stock of the corporation or any class thereof, and when any share
certificate is countersigned by a transfer agent or registered by a registrar,
the signature of any officer of the corporation appearing thereon may be a
facsimile signature. In case any officer who signed, or whose facsimile
signature was placed upon, any such certificate shall have died or ceased to be
such officer before such certificate is issued, it may nevertheless be issued
with the same effect as if he continued to be such officer on the date of issue.

Section 3. Stock Book. The corporation shall keep at its principal office, or at
the office of its transfer agent, wherever located, with a copy at the principal
office of the corporation, a book, to be known as the stock book of the
corporation, containing in alphabetical order the name of each shareholder of
record, together with his address, the number of shares of each kind, class or
series of stock held by him and his social security number. The stock book shall
be maintained in current condition. The stock book, including the share
register, or the duplicate copy thereof maintained at the principal office of
the corporation, shall be available for inspection by any shareholder at any
meeting of the shareholders upon request and shall also be made available for
inspection and copying upon the request of any shareholder owning in excess of
2% of the corporation's common stock, which request must be made in accordance
with the provisions of Section 14-2-1602 of the Official Code of Georgia
Annotated, as amended. The information contained in the stock book and share
register may be stored on punch cards, magnetic tape, or any other approved
information storage devices related to electronic data processing equipment,
provided that any such method, device, or system employed shall first be
approved by the Board of Directors, and provided further that the same is
capable of reproducing all information contained therein, in legible and
understandable form, for inspection by shareholders or for any other proper
corporate purpose.

Section 4. Transfer of Stock; Registration of Transfer. The stock of the
corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the corporation. Upon surrender to the
corporation, or to any transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate and record the transactions
upon the stock book of the corporation.

Section 5. Registered Shareholders. Except as otherwise required by law, the
corporation shall be entitled to treat the person registered on its stock book
as the owner of the shares of the capital stock of the corporation as the person
exclusively entitled to receive notification, dividends or other distributions,
to vote and to otherwise exercise all the rights and powers of ownership and
shall not be bound to recognize any adverse claim.


                                       12



Section 6. Record Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action
affecting the interests of shareholders, the Board of Directors may fix, in
advance, a record date. Such date shall not be more than seventy (70) nor less
than ten (10) days before the date of any such meeting nor more than seventy
(70) days prior to any other action. In each case, except as otherwise provided
by law, only such persons as shall be shareholders of record on the date so
fixed shall be entitled to notice of and to vote at such meeting and any
adjournment thereof, to express such consent or dissent, or to receive payment
of such dividend or such allotment of rights, or otherwise be recognized as
shareholders for any other related purpose, notwithstanding any registration of
a transfer of shares on the stock book of the corporation after any such record
date so fixed.

Section 7. Lost Certificates. When a person to whom a certificate of stock has
been issued alleges it to have been lost, destroyed or wrongfully taken, and if
the corporation, transfer agent or registrar is not on notice that such
certificate has been acquired by a bona fide purchaser, a new certificate may be
issued upon such owner's compliance with all of the following conditions,
to-wit: (a) He shall file with the Secretary of the corporation, and the
transfer agent or the registrar, his request for the issuance of a new
certificate, with an affidavit setting forth the time, place and circumstances
of the loss; (b) He shall also file with the Secretary, and the transfer agent
or the registrar, a bond with good and sufficient security acceptable to the
corporation and the transfer agent or the registrar, or other agreement of
indemnity acceptable to the corporation and the transfer agent or the registrar,
conditioned to indemnify and save harmless the corporation and the transfer
agent or the registrar from any and all damage, liability and expense of every
nature whatsoever resulting from the corporation's or the transfer agent's or
the registrar's issuing a new certificate in place of the one alleged to have
been lost; and (c) He shall comply with such other reasonable requirements as
the Chief Executive Officer, the President or the Board of Directors of the
corporation, and the transfer agent or the registrar shall deem appropriate
under the circumstances.

Section 8. Replacement of Mutilated Certificates. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate may be
issued upon compliance with the conditions set forth in Section 7 of this
Article VII.

                 ARTICLE VIII. INDEMNIFICATION AND REIMBURSEMENT

     Subject to any express limitations imposed by applicable law, every person
now or hereafter serving as a director, officer, employee or agent of the
corporation and all former directors and officers, employees or agents shall be
indemnified and held harmless by the corporation from and against the obligation
to pay a judgement, settlement, penalty, fine


                                       13



(including an excise tax assessed with respect to an employee benefit plan), and
reasonable expenses (including attorneys' fees and disbursements) that may be
imposed upon or incurred by him or her in connection with or resulting from any
threatened, pending, or completed, action, suit, or proceeding, whether civil,
criminal, administrative, investigative, formal or informal, in which he or she
is, or is threatened to be made, a named defendant or respondent: (a) because he
or she is or was a director, officer, employee, or agent of the corporation; (b)
because he or she is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise; or
(c) because he or she is or was serving as an employee of the corporation who
was employed to render professional services as a lawyer or an accountant to the
corporation; regardless of whether such person is acting in such a capacity at
the time such obligation shall have been imposed or incurred, if (i) such person
acted in a manner he or she believed in good faith to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful or (ii), with respect to an employee benefit plan, such person
believed in good faith that his or her conduct was in the interests of the
participants in and beneficiaries of the plan.

     Reasonable expenses incurred in any proceeding shall be paid by the
corporation in advance of the final disposition of such proceeding if authorized
by the Board of Directors in the specific case, or if authorized in accordance
with procedures adopted by the Board of Directors, upon receipt of a written
undertaking executed personally by or on behalf of the director, officer,
employee, or agent to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation, and a
written affirmation of his or her good faith belief that he or she has met the
standard of conduct required for indemnification.

     The foregoing rights of indemnification and advancement of expenses shall
not be deemed exclusive of any other right to which those indemnified may be
entitled, and the corporation may provide additional indemnity and rights to its
directors, officers, employees or agents to the extent they are consistent with
law.

     The provisions of this Article VIII shall cover proceedings whether now
pending or hereafter commenced and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. In the
event of death of any person having a right of indemnification or advancement of
expenses under the provisions of this Article VIII, such right shall inure to
the benefit of his or her heirs, executors, administrators and personal
representatives. If any part of this Article VIII should be found to be invalid
or ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.

                                   ARTICLE IX.
            MERGERS, CONSOLIDATIONS AND OTHER DISPOSITIONS OF ASSETS

     The affirmative vote of the shareholders of the corporation representing at
least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding


                                       14



shares of common stock of the corporation shall be required to approve any
merger or consolidation of the corporation with or into any corporation, and the
sale, lease, exchange or other disposition of all, or substantially all, of the
assets of the corporation to or with any other corporation, person or entity,
with respect to which the approval of the corporation's shareholders is required
by the provisions of the corporate laws of the State of Georgia. This Article
shall not be altered, deleted or rescinded except upon the affirmative vote of
the shareholders representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding shares of common stock of
the corporation.

                                   ARTICLE X.
              CRITERIA FOR CONSIDERATION OF TENDER OR OTHER OFFERS

Section 1. Factors to Consider. The Board of Directors of the corporation may,
if it deems it advisable, oppose a tender or other offer for the corporation's
securities, whether the offer is in cash or in the securities of a corporation
or otherwise. When considering whether to oppose an offer, the Board of
Directors may, but is not legally obligated to, consider any pertinent issues;
by way of illustration, but not of limitation, the Board of Directors may, but
shall not be legally obligated to, consider any or all of the following:

          (i) whether the offer price is acceptable based on the historical and
          present operating results or financial condition of the corporation;

          (ii) whether a more favorable price could be obtained for the
          corporation's securities in the future;

          (iii) the impact which an acquisition of the corporation would have on
          the employees, depositors and customers of the corporation and its
          subsidiaries and the communities which they serve;

          (iv) the reputation and business practices of the offeror and its
          management and affiliates as they would affect the employees,
          depositors and customers of the corporation and its subsidiaries and
          the future value of the corporation's stock;

          (v) the value of the securities, if any, that the offeror is offering
          in exchange for the corporation's securities, based on an analysis of
          the worth of the corporation as compared to the offeror or any other
          entity whose securities are being offered; and

          (vi) any antitrust or other legal or regulatory issues that are raised
          by the offer.

Section 2. Appropriate Actions. If the Board of Directors determines that an
offer should be rejected, it may take any lawful action to accomplish its
purpose including, but not limited to, any or all of the following: (i) advising
shareholders not to accept the offer; (ii) litigation against the offeror; (iii)
filing complaints with governmental and regulatory authorities; (iv) acquiring
the corporation's securities; (v) selling or otherwise issuing


                                       15



authorized but unissued securities of the corporation or treasury stock or
granting options or rights with respect thereto; (vi) acquiring a company to
create an antitrust or other regulatory problem for the offeror; and (vii)
soliciting a more favorable offer from another individual or entity.

                              ARTICLE XI. AMENDMENT

     Except as otherwise specifically provided herein, the bylaws of the
corporation may be altered, amended or added to by the affirmative vote of the
shareholders of the corporation representing 66 2/3% of the votes entitled to be
cast by the holders of all of the issued and outstanding shares of common stock
of the corporation present and voting therefor at a shareholders' meeting or,
subject to such limitations as the shareholders may from time to time prescribe,
by a majority vote of all the Directors then holding office at any meeting of
the Board of Directors.


                                       16

EX-31.1

                                                                    EXHIBIT 31.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard E. Anthony, certify that:

1.    I have reviewed this quarterly report on Form 10-Q 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 most recent 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: May 10, 2006                      BY:  /s/ Richard E. Anthony
                                             -----------------------------
                                             Richard E. Anthony
                                             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 quarterly report on Form 10-Q 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 most recent 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: May 10, 2006                           BY:   /s/ Thomas J. Prescott
                                                   --------------------------
                                                   Thomas J. Prescott
                                                   Chief Financial Officer

EX-32

                                                                      EXHIBIT 32

                        CERTIFICATION OF PERIODIC REPORT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, Richard E. Anthony, the Chief Executive Officer of Synovus Financial Corp.
(the "Company"), and Thomas J. Prescott, the Chief Financial Officer of the
Company, hereby certify that, to the best of their knowledge:

(1) The Company's Quarterly Report on Form 10-Q for the period ended March 31,
2006 (the "Report") fully complies with the requirements of section 13(a) or
section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: May 10, 2006                         BY:  /s/ Richard E. Anthony
                                                 ---------------------------
                                                 Richard E. Anthony
                                                 Chief Executive Officer

Dated: May 10, 2006                         BY:  /s/ Thomas J. Prescott
                                                 ---------------------------
                                                 Thomas J. Prescott
                                                 Chief Financial Officer

This certification "accompanies" the Form 10-Q to which it relates, is not
deemed filed with the SEC and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or after the
date of the Form 10-Q, irrespective of any general incorporation contained in
such filing.)