10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2010

Commission file number 1-10312

SYNOVUS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Georgia	58-1134883
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1111 Bay Avenue Suite 500, Columbus, Georgia	31901
(Address of principal executive officers)	(Zip Code)

Registrant’s telephone number, including area code: (706) 649-2311

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

Title of each class	Name of each exchange on which registered
Common Stock, $1.00 Par Value Tangible Equity Units Series B Participating Cumulative Preferred Stock Purchase Rights	New York Stock Exchange New York Stock Exchange New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  x    NO  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    YES  ¨    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,838,002,043 based on the closing sale price of $2.54 reported on the New York Stock Exchange on June 30, 2010.

As of February 17, 2011, there were 785,274,094 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Documents	Form 10-K Reference Locations
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 27, 2011 (“Proxy Statement”)	Part III

EXPLANATORY NOTE

Synovus Financial Corp. is filing this Amendment No. 1 on Form 10-K/A for the sole purpose of amending Part IV – Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on March 1, 2011, to correct certain typographical errors in the cross references within Item 15 and to include Exhibit 99.3, the Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2010, and Exhibit 99.4, the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2010, as set forth below and in the attached exhibits. This Amendment No. 1 does not otherwise update information in the originally filed Form 10-K to reflect facts or events occurring subsequent to the original filing date.

Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements

The following consolidated financial statements of Synovus and our subsidiaries and related reports of Synovus’ independent registered public accounting firm are incorporated in this document by reference from pages 134 through 222 of Item 8 of this report.

Consolidated Balance Sheets as of December 31, 2010 and 2009

Consolidated Statements of Operations for the Years ended December 31, 2010, 2009 and 2008

Consolidated Statements of Changes in Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2010, 2009 and 2008

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (on consolidated financial statements)

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm (on the effectiveness of internal control over financial reporting)

2. Financial Statement Schedules

None are applicable because the required information has been incorporated in the consolidated financial statements and notes thereto of Synovus and our subsidiaries which are incorporated in this document by reference.

3. Exhibits

The following exhibits are filed herewith or are incorporated to other documents previously filed with the Securities and Exchange Commission. With the exception of those portions of the Proxy Statement that are expressly incorporated by reference in this Form 10-K, such documents are not to be deemed filed as part of this Form 10-K.

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the SEC on August 9, 2010.
3.2	Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus Current Report on Form 8-K dated November 8, 2010, as filed with the SEC on November 9, 2010.
4.1	Specimen stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 4.2 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
4.2	Warrant for purchase of up to 15,510,737 shares of Synovus common stock, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
4.3	Shareholder Rights Plan, dated as of April 26, 2010, between Synovus Financial Corp. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Articles of Incorporation of Synovus Financial Corp. (Series B Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated April 26, 2010, as filed with the SEC on April 26, 2010.
4.4	Indenture, dated as of February 18, 2003, between Synovus Financial Corp. and The Bank of New York Trust Company of Florida, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus’ Registration Statement on Form S-4 (No. 333-104625) filed with the SEC on April 18, 2003.
4.5	Indenture, dated as of June 20, 2005, between Synovus Financial Corp. and The Bank of New York Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus’ Registration Statement on Form S-4 (No. 333-126767) filed with the SEC on July 21, 2005.
4.6	Junior Subordinated Debt Indenture dated May 4, 2010, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated May 4, 2010, as filed with the SEC on May 4, 2010.

Exhibit Number	Description
4.7	Form of First Supplemental Indenture dated May 4, 2010, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 of Synovus’ Current Report on Form 8-K dated May 4, 2010 as filed with the SEC on May 4, 2010.
4.8	Purchase Contract Agreement dated May 4, 2010 among Synovus Financial Corp., The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 of Synovus’ Current Report on Form 8-K dated May 4, 2010 as filed with the SEC on May 4, 2010.
10.1	Letter Agreement (including Securities Purchase Agreement – Standard Terms incorporated by reference therein) dated December 19, 2008, between Synovus and the United States Department of the Treasury, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
10.2	Indemnification and Insurance Matters Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.3 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
10.3	Tax Sharing Agreement by and among Synovus, Columbus Bank and Trust Company and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.5 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
10.4	Director Stock Purchase Plan of Synovus, as amended and restated June 27, 2007, incorporated by reference to Exhibit 10.9 of Synovus’ Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on March 1, 2010.*
10.5	Synovus Financial Corp. Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Registration Statement on Form S-8 (Registration No. 333-170611), as filed with the SEC on November 15, 2010.*
10.6	Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.*
10.7	Amended and Restated Synovus Financial Corp. Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
10.8	Synovus Financial Corp. Executive Salary Contribution Death Benefit Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC on August 10, 2009.

Exhibit Number	Description
10.9	Agreement in Connection with Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.7 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 7, 2006.*
10.10	Life Insurance Trusts, incorporated by reference to Exhibit 10.12 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.*
10.11	1993 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.14 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as filed with the SEC on March 28, 1994.*
10.12	1995 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.15 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC on March 24, 1995.*
10.13	Second Amended and Restated Synovus Financial Corp. Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
10.14	Synovus Financial Corp. Executive Cash Bonus Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on 8-K dated April 27, 2006, as filed with the SEC on April 27, 2006.*
10.15	Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
10.16	Synovus Financial Corp. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.22 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the SEC on March 22, 2000.*
10.17	Form of Stock Option Agreement for the: (i) Synovus Financial Corp. 1994 Long-Term Incentive Plan and (ii) Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 9, 2004.*
10.18	Form of Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.*
10.19	Form of Performance-Based Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.*

Exhibit Number	Description
10.20	Form of Non-Employee Director Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated February 1, 2005, as filed with the SEC on February 3, 2005.*
10.21	Form of Stock Option Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.*
10.22	Form of Restricted Stock Award Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.*
10.23	Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
10.24	Form of Restricted Stock Award Agreement for restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
10.25	Form of Performance-Based Restricted Stock Award Agreement for performance-based restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.3 of Synovus’ Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
10.26	Form of Revised Stock Option Agreement for stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
10.27	Form of Revised Restricted Stock Unit Agreement for restricted stock unit awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.33 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC on February 29, 2008.*
10.28	Form of Retention Stock Option Agreement for retention stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
10.29	Form of TARP Restricted Stock Unit Award Agreement for awards to executive officers and the top 20 most highly-compensated employees under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 28, 2010, as filed with the SEC on January 29, 2010.*

Exhibit Number	Description
10.30	Form of Restricted Stock Option Agreement for 2010 stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 29, 2010, as filed with the SEC on January 29, 2010.*
10.31	Form of Indemnification Agreement for directors and executive officers of Synovus, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated July 26, 2007, as filed with the SEC on July 26, 2007.*
10.32**	Summary of Annual Base Salaries of Synovus’ Named Executive Officers.*
10.33	Summary of Board of Directors Compensation, incorporated by reference to Exhibit 10.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 as filed with the SEC on November 5, 2010.*
10.34	Form of Waiver executed by Senior Executive Officers, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.*
10.35	Form of Letter Agreement executed by Senior Executive Officers, incorporated by reference to Exhibit 10.3 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.*
12.1**	Ratio of Earnings to Fixed Charges.
14	Code of Business Conduct and Ethics, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated July 22, 2010, as filed with the SEC on July 26, 2010.
21.1**	Subsidiaries of Synovus Financial Corp.
23.1†	Consent of Independent Registered Public Accounting Firm.
24.1	Powers of Attorney contained on the signature pages of this 2010 Annual Report on Form 10-K and incorporated herein by reference.
31.1†	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1**	Certification of Principal Executive Officer pursuant to Section 30.15 of the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
99.2**	Certification of Principal Financial Officer pursuant to Section 30.15 of the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.

Exhibit Number	Description
99.3†	Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2010.
99.4†	Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2010.
101**	Interactive Data File

* Indicates management contracts and compensatory plans and arrangements.

** Previously filed

† Filed herewith

(b) Exhibits

See the response to Item 15(a)(3) above.

(c) Financial Statement Schedules

See the response to Item 15(a)(2) above.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SYNOVUS FINANCIAL CORP.
April 26, 2011	By:	/s/ Kessel D. Stelling
		Kessel D. Stelling President and Chief Executive Officer

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 33-90630, No. 333-40368, No. 333-89278, No. 333-97477, No. 333-103628, No. 333-103613, No. 333-112454, No. 333-116259, No. 333-132739, No. 333-132973, No. 333-143035, No. 333-170610, and No. 333-170611) on Form S-8 and (No. 333-155694, No. 333-156797, and No. 333-166300) on Form S-3 of Synovus Financial Corp. of our reports dated March 1, 2011, with respect to the consolidated balance sheets of Synovus Financial Corp. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K/A of Synovus Financial Corp.

/s/ KPMG LLP

Atlanta, Georgia

April 26, 2011

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Synovus Financial Corp.:

We consent to the incorporation by reference in the registration statement (No. 333-170611) on Form S-8 of Synovus Financial Corp. Employee Stock Purchase Plan of our report dated April 22, 2011, with respect to the statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2010 and 2009, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2010, which report appears in the December 31, 2010 annual report of the Synovus Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.3 to the December 31, 2010 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

/s/ KPMG LLP

Atlanta, Georgia

April 22, 2011

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Synovus Financial Corp.:

We consent to the incorporation by reference in the registration statement (No. 333-170610) on Form S-8 of Synovus Financial Corp. Director Stock Purchase Plan of our report dated April 22, 2011, with respect to the statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2010 and 2009, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2010, which report appears in the December 31, 2010 annual report of the Synovus Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.4 to the December 31, 2010 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

/s/ KPMG LLP

Atlanta, Georgia

April 22, 2011

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Kessel D. Stelling, Jr., certify that:

1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2010, 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2011	BY:	/s/ Kessel D. Stelling, Jr.
		Kessel D. Stelling, Jr.
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Thomas J. Prescott, certify that:

1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2010, 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2011	BY:	/s/ Thomas J. Prescott
		Thomas J. Prescott
		Chief Financial Officer

EX-99.3

Exhibit 99.3

FORM 11-K

(Mark One)

þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended             December 31, 2010
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to
	Commission file number             1-10312

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2010, 2009, and 2008

(With Report of Independent Registered Public Accounting Firm Thereon)

FINAL

Report of Independent Registered Public Accounting Firm

The Plan Administrator

Synovus Financial Corp.

  Employee Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 2010 and 2009, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

April 22, 2011

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2010 and 2009

Assets		2010		2009
Common stock of Synovus Financial Corp., at fair value – 10,013,847 shares (cost $54,610,967) in 2010 and 6,882,871 shares (cost $58,007,250) in 2009	$		26,436,556		14,109,885
Dividends receivable			97,580		68,477
Contributions receivable			—		620,761
	$		26,534,136		14,799,123
Plan Equity
Plan equity (4,026 and 4,310 participants in 2010 and 2009, respectively)	$		26,534,136		14,799,123

See accompanying notes to financial statements.

2

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2010, 2009, and 2008

		2010			2009			2008
Investment income (loss):
Dividend income	$		350,235			215,057			1,374,275
Realized loss on withdrawals/distributions to participants (note 7)			(11,657,698	)		(14,778,707	)		(10,211,752	)
Unrealized appreciation (depreciation) of common stock of Synovus Financial Corp. (note 6)			15,722,953			(11,400,381	)		(31,191,969	)
Total investment income (loss)			4,415,490			(25,964,031	)		(40,029,446	)
Contributions (note 5):
Participants			10,091,121			11,240,964			12,704,261
Participating Employers			5,047,068			5,621,254			6,352,679
Total contributions			15,138,189			16,862,218			19,056,940
Withdrawals by participants – common stock of Synovus Financial Corp., at fair value (2,978,235 shares in 2010, 1,787,738 shares in 2009, and 1,028,403 shares in 2008) (note 7)			(7,818,666	)		(6,118,118	)		(10,880,938	)
Increase (decrease) in Plan equity			11,735,013			(15,219,931	)		(31,853,444	)
Plan equity at beginning of year			14,799,123			30,019,054			61,872,498
Plan equity at end of year	$		26,534,136			14,799,123			30,019,054

See accompanying notes to financial statements.

3

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

(1) Description of the Plan

The Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) was implemented as of January 15, 1979. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ employees to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and by Synovus and its subsidiaries and divisions (the Participating Employers).

Synovus serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”

All employees who work 20 hours per week or more are eligible to participate in the Plan on the first payroll date after completing three months of continuous employment.

Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum allowable contribution ranges from 3% to 7% of compensation based on years of service. The minimum allowable contribution is 1% of compensation. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.

The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.

The Plan maintains an account balance for each participant equal to the number of shares of Synovus common stock purchased on his/her behalf, plus related investment income or loss. Each participant has the rights and powers of ordinary Synovus shareholders over the shares of common stock held for his or her benefit in the Plan, including the right to vote his or her shares. Each participant will receive cash dividends, stock dividends, stock splits and similar changes in ownership for the shares held in the Plan to the same extent as other ordinary Synovus shareholders.

The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution.

The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his or her discretion, (i) the full number of shares of Synovus common stock held on his or her behalf by the Agent, together with a check for any fractional share interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held on his or her behalf by the Agent.

Participation in the Plan shall automatically terminate upon termination of a participant’s employment whether by death, retirement, or otherwise.

4 (Continued)

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

Synovus reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or her, or his or her Participating Employer prior to the date of such amendment or termination, except as disclosed in Note 8.

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

(2) Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The investment in Synovus common stock is stated at fair value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such securities are traded. The December 31, 2010 and 2009 fair values were $2.64 per share and $2.05 per share, respectively.

The Plan’s investment in the common stock of Synovus is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.

The realized gain or loss on distributions to participants is determined by computing the difference between the average cost per share and the fair value per share at the date of the distribution to the participants, less transaction costs.

Purchases and sales of Synovus common stock are reflected on a trade-date basis. Dividend income is accrued on the record date.

Contributions by participants and Participating Employers are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2010 and 2009, Plan investments included 44 shares held by four terminated employees and 5,543 shares held by three terminated employees, respectively, who have not yet requested distribution in accordance with the terms of the Plan.

(3) Fair Value Measurements

The Plan determines the fair value of its assets consistent with the provisions of the accounting standard for fair value measurements and disclosures. The accounting standard provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the accounting standard are described below:

Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access.

5 (Continued)

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

Level 2 – inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s investment in Synovus common stock is considered a Level 1 input under the fair value hierarchy.

Management of the Plan also believes that the carrying amount of the receivables is a reasonable approximation of fair value due to their short-term nature.

(4) Tax Status of the Plan

The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their Participating Employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.

6 (Continued)

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

(5) Contributions

Contributions by Participating Employers and by participants are as follows:

	2010				2009				2008
Participating employers	Participating Employers		Participants		Participating Employers		Participants		Participating Employers		Participants
Synovus Financial Corp.	$	1,481,410		2,961,989		1,517,566		3,034,999		1,426,799		2,853,998
Columbus Bank and Trust Company		448,428		896,576		477,089		954,170		599,107		1,199,193
Commercial Bank and Trust Company of Troup County		19,954		39,907		21,998		43,970		34,335		68,662
Commercial Bank of Thomasville		38,190		76,372		56,051		112,100		74,832		149,661
SB&T		80,280		160,391		82,649		165,270		62,458		124,909
Sumter Bank and Trust Company		—		—		6,842		13,684		44,819		89,639
The Coastal Bank of Georgia		45,560		91,120		56,556		113,112		74,253		148,502
First State Bank and Trust Company		33,281		66,563		43,962		87,924		47,269		94,536
Cohutta Banking Company		57,683		115,366		63,814		127,627		64,439		128,911
Bank of Coweta		44,815		89,629		53,327		106,662		63,172		126,335
Citizens Bank & Trust of West Georgia		—		—		—		—		70,159		140,306
Synovus Securities, Inc.		128,569		256,984		152,509		304,872		146,233		292,371
Community Bank and Trust of
Southeast Alabama		50,822		101,643		60,296		120,580		58,572		117,143
Tallahassee State Bank		24,219		48,138		26,232		52,464		28,515		57,030
CB&T of Middle Georgia		35,232		70,464		44,687		89,373		61,845		123,688
First Community Bank of Tifton		23,787		47,574		35,288		70,577		45,381		90,760
CB&T of East Alabama		37,664		75,328		44,416		88,833		49,096		98,192
Sea Island Bank		88,042		175,862		100,687		201,373		106,287		212,573
Citizens First Bank		40,279		80,548		39,286		78,572		47,662		95,323
First Coast Community Bank		27,877		55,753		28,665		57,330		32,093		64,140
Bank of Pensacola		—		—		—		—		137,531		275,062
Vanguard Bank and Trust		—		—		—		—		71,095		142,189
The National Bank of Walton County		—		—		—		—		29,204		58,406
AFB&T		192,356		384,640		219,009		438,019		214,628		429,256
First Commercial Bank (Birmingham)		186,942		373,789		218,691		437,380		252,259		504,459
First Bank of Jasper		84,732		169,446		88,337		176,668		96,379		192,750
Sterling Bank		47,386		94,709		57,662		114,631		67,672		134,865
The Bank of Tuscaloosa		29,377		58,753		44,162		88,323		67,584		135,165
First Commercial Bank of Huntsville		78,400		156,800		82,685		165,371		94,867		189,734
Synovus Mortgage Corp.		191,855		383,710		244,529		489,056		195,673		391,313
Citizens & Merchants State Bank		—		—		—		—		23,938		47,876
Synovus Trust Company, N.A.		250,925		501,666		262,998		525,996		317,722		635,388
NBSC		308,645		617,283		340,799		681,599		384,771		769,527
Bank of North Georgia		395,867		791,732		487,986		975,998		562,074		1,124,114
Georgia Bank and Trust		54,170		108,337		56,682		113,363		65,592		131,183
Total Technology Ventures		—		—		2,317		4,634		10,981		21,961
Synovus Insurance of Georgia		—		—		68		136		2,954		5,907
Creative Financial Group		85,003		170,007		92,211		184,423		108,516		216,977
GLOBALT, Inc.		65,918		131,340		71,803		143,317		70,590		139,741
The Bank of Nashville		49,671		99,292		59,001		118,002		73,976		147,941
Synovus Bank of Jacksonville		36,117		72,219		43,203		86,407		48,192		96,385
Trust One Bank		39,540		79,058		55,203		110,171		78,198		156,353
Synovus Insurance of Florida		—		—		—		—		195		388
Synovus Insurance of Alabama		—		—		—		—		84		168
First Florida Bank		—		—		—		—		35,133		70,202
Cohutta Banking Company of Tennessee		—		—		—		—		4,549		9,097
Synovus Bank		123,314		246,621		149,856		299,712		200,996		401,982
Coastal Bank and Trust of Florida		118,383		236,765		130,872		261,745		—		—
Synovus Title II LLC		2,375		4,749		1,260		2,521		—		—
Total contributions	$	5,047,068		10,091,121		5,621,254		11,240,964		6,352,679		12,704,261

7 (Continued)    

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

(6) Unrealized Appreciation (Depreciation) in Common Stock of Synovus Financial Corp.

Changes in unrealized appreciation (depreciation) in Synovus common stock are as follows:

		2010			2009			2008
Unrealized appreciation (depreciation) at end of year	$		(28,174,412	)		(43,897,365	)		(32,496,984	)
Unrealized appreciation (depreciation) at beginning of year			(43,897,365	)		(32,496,984	)		(1,305,015	)
Unrealized appreciation (depreciation) for the year	$		15,722,953			(11,400,381	)		(31,191,969	)

(7) Realized Loss on Withdrawal/Distributions to Participants

The loss realized on withdrawal/distributions to participants is summarized as follows:

		2010			2009			2008
Fair value at dates of distribution or redemption of shares of Synovus common stock	$		7,818,666			6,118,118			10,880,938
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed			19,476,364			20,896,825			21,092,690
Total realized loss	$		(11,657,698	)		(14,778,707	)		(10,211,752	)

(8) Subsequent Events

On February 16, 2011, Synovus’ Board of Directors adopted the Synovus Financial Corp. 2011 Employee Stock Purchase Plan, (2011 ESPP), which, if approved by Synovus’ shareholders, will be effective as of July 1, 2011. Once the 2011 ESPP becomes effective, the existing Plan will terminate.

The material differences between the 2011 ESPP and the existing Plan are as follows:

The 2011 ESPP authorizes Synovus’ Board of Directors to set the matching contribution percentage under the plan within a range of 0% to 50% of each eligible employee’s payroll deductions versus a fixed matching contribution of 50% of each eligible employee’s payroll deductions under the existing Plan. While Synovus expects the Board to maintain the matching contribution percentage at the 50% level at this time, the 2011 ESPP provides flexibility to allow the Board, if circumstances warrant, to reduce the matching contribution without further amendments to the 2011 ESPP.

8 (Continued)

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

Purchases under the 2011 ESPP will be made on a quarterly basis, instead of a bi-weekly basis (after each payroll). If the 2011 ESPP is approved by Synovus’ shareholders, Synovus expects that the first quarterly purchase under the ESPP will be made on or about October 1, 2011.

The 2011 ESPP caps the amount of annual compensation that may be taken into account for any purpose under the 2011 ESPP at $250,000, while the existing Plan has no cap on the amount of compensation, and thus no cap on the number of shares that could be purchased by an eligible employee under the existing Plan.

The 2011 ESPP requires that Synovus shares purchased under the 2011 ESPP must be held for six months, which is not required under the existing Plan. During this six month holding period, the shares cannot be sold, transferred, assigned, pledged, or otherwise disposed of in any manner. The Board believes that this holding period better aligns the ESPP with its objective of aligning the long-term interests of Synovus employees with those of Synovus shareholders.

Management intends to transfer the assets and all participant accounts of the existing Plan to the 2011 ESPP as of the effective date of the 2011 ESPP.

9

EX-99.4

Exhibit 99.4

FORM 11-K

(Mark One)

þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended             December 31, 2010
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to
	Commission file number             1-10312

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Financial Statements

December 31, 2010, 2009, and 2008

(With Report of Independent Registered Public Accounting Firm Thereon)

FINAL

Report of Independent Registered Public Accounting Firm

The Plan Administrator

Synovus Financial Corp.

  Director Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 2010 and 2009, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

April 22, 2011

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2010 and 2009

Assets		2010		2009
Common stock of Synovus Financial Corp., at fair value – 3,341,838 shares (cost $26,460,034) in 2010 and 2,745,795 shares (cost $28,846,841) in 2009	$		8,822,452		5,628,881
Dividends receivable			33,439		27,480
	$		8,855,891		5,656,361
Plan Equity
Plan equity (490 and 525 participants in 2010 and 2009, respectively)	$		8,855,891		5,656,361

See accompanying notes to financial statements.

2

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2010, 2009, and 2008

		2010			2009			2008
Investment income (loss):
Dividend income	$		128,963			96,572			862,594
Realized loss on distributions/withdrawals to participants (note 7)			(3,995,520	)		(2,424,555	)		(1,078,302	)
Unrealized appreciation (depreciation) of common stock of Synovus Financial Corp. (note 6)			5,580,376			(10,957,508	)		(26,744,645	)
Total investment income (loss)			1,713,819			(13,285,491	)		(26,960,353	)
Contributions (note 5):
Participants			1,984,683			2,162,468			2,433,362
Synovus Financial Corp. and participating subsidiaries and divisions			992,342			1,081,234			1,216,682
Total contributions			2,977,025			3,243,702			3,650,044
Withdrawals by participants – common stock of Synovus Financial Corp., at fair value (623,928 shares in 2010, 266,196 shares in 2009, and 211,257 shares in 2008) (note 7)			(1,491,314	)		(970,436	)		(2,110,596	)
Increase (decrease) in plan equity			3,199,530			(11,012,225	)		(25,420,905	)
Plan equity at beginning of year			5,656,361			16,668,586			42,089,491
Plan equity at end of year	$		8,855,891			5,656,361			16,668,586

See accompanying notes to financial statements.

3

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

(1) Description of the Plan

The Synovus Financial Corp. Director Stock Purchase Plan (the Plan) was implemented as of January 1, 1985. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ directors to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and by Synovus and its participating subsidiaries and divisions (the Participating Employers).

Synovus serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”

Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the board of directors of any of the Participating Employers is eligible to participate in the Plan. Participants may contribute to the Plan only through automatic transfers of contributions from their designated demand deposit accounts. Contributions by directors of participating subsidiaries may not exceed $1,000 per calendar quarter. Contributions by directors of Synovus may not exceed $5,000 per calendar quarter. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.

The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.

The Plan maintains an account balance for each participant equal to the number of shares of Synovus common stock purchased on his/her behalf, plus related investment income or loss. Each participant has the rights and powers of ordinary Synovus shareholders over the shares of common stock held for his or her benefit in the Plan, including the right to vote his or her shares. Each participant will receive cash dividends, stock dividends, stock splits and similar changes in ownership for the shares held in the Plan to the same extent as other ordinary Synovus shareholders.

The Plan provides that each participant may withdraw at any time all or part of the full number of shares in his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution.

The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his or her discretion, (i) the full number of shares of Synovus common stock held on his or her behalf by the Agent, together with a check for any fractional share interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held on his or her behalf by the Agent.

Participation in the Plan shall automatically terminate upon termination of a participant’s status as a director whether by death, retirement, resignation, or otherwise.

4 (Continued)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

Synovus reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or her, or the Participating Employers prior to the date of such amendment or termination, except as disclosed in Note 8.

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

(2) Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The Plan’s investment in Synovus common stock is stated at fair value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such securities are traded. The December 31, 2010 and 2009 fair values were $2.64 per share and $2.05 per share, respectively.

The Plan’s investment in the common stock of Synovus is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.

The realized gain or loss on distributions to participants is determined by computing the difference between the average cost per share and the fair value per share at the date of the distribution to the participants, less transaction costs.

Purchases and sales of Synovus common stock are reflected on a trade-date basis. Dividend income is accrued on the record date.

Contributions by participants and Participating Employers are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2010 and 2009, Plan investments include 19 shares held by one terminated director and 7,533 shares held by three terminated directors, respectively, who have not yet requested distribution in accordance with the terms of the Plan.

(3) Fair Value Measurements

The Plan determines the fair value of its assets consistent with the provisions of the accounting standard for fair value measurements and disclosures. The accounting standard provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the accounting standard are described below:

Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access.

5 (Continued)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

Level 2 – inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s investment in Synovus common stock is considered a Level 1 input under the fair value hierarchy.

Management of the Plan also believes that the carrying amount of the receivables is a reasonable approximation of fair value due to their short-term nature.

(4) Tax Status of the Plan

The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by the Participating Employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.

6 (Continued)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

(5) Contributions

Contributions by Participating Employers and by participants are as follows:

		2010				2009				2008
Participating employers		Participating Employers		Participants		Participating Employers		Participants		Participating Employers		Participants
Synovus Financial Corp.	$		110,000		220,000		78,750		157,500		226,250		452,500
Columbus Bank and Trust Company			123,000		246,000		127,556		255,111		77,222		154,444
Commercial Bank and Trust Company of Troup County			17,833		35,667		27,500		55,000		33,333		66,667
Commercial Bank of Thomasville			24,500		49,000		26,000		52,000		26,000		52,000
SB&T			54,667		109,333		56,722		113,444		44,667		89,333
Sumter Bank and Trust Company			—		—		—		—		18,000		36,000
The Coastal Bank of Georgia			28,333		56,667		35,889		71,778		38,789		77,578
First State Bank and Trust Company			30,333		60,667		30,667		61,333		30,667		61,333
Cohutta Banking Company			14,000		28,000		14,000		28,000		19,167		38,333
Bank of Coweta			17,000		34,000		20,000		40,000		18,667		37,333
First Community Bank of Tifton			19,667		39,333		20,000		40,000		20,000		40,000
Community Bank & Trust of Southeast Alabama			17,333		34,667		16,000		32,000		17,500		35,000
CB&T of Middle Georgia			30,000		60,000		34,000		68,000		42,667		85,333
First Coast Community Bank			8,833		17,667		11,833		23,667		16,000		32,000
CB&T of East Alabama			13,111		26,221		12,111		24,221		12,444		24,888
Sea Island Bank			30,667		61,333		32,500		65,000		34,000		68,000
Citizens First Bank			21,167		42,333		32,167		64,333		23,833		47,667
AFB&T			35,158		70,317		32,875		65,750		25,478		50,956
Coastal Bank and Trust of Florida			36,167		72,333		45,500		91,000		53,833		107,667
First Commercial Bank (Birmingham)			24,000		48,000		34,000		68,000		24,833		49,667
The Bank of Tuscaloosa			42,000		84,000		44,667		89,333		46,000		92,000
Sterling Bank			20,000		40,000		20,000		40,000		20,000		40,000
First Bank of Jasper			16,667		33,334		18,333		36,667		18,833		37,667
First Commercial Bank of Huntsville			20,000		40,000		18,667		37,333		18,167		36,333
Tallahassee State Bank			13,333		26,667		14,278		28,556		17,667		35,333
NBSC			32,167		64,333		56,167		112,333		38,333		76,667
Bank of North Georgia			98,852		197,703		115,722		231,444		134,055		268,111
Georgia Bank and Trust			11,444		22,889		12,833		25,667		15,167		30,333
The Bank of Nashville			15,778		31,556		15,000		30,000		16,000		32,000
Trust One Bank			12,667		25,333		13,333		26,667		17,444		34,889
Synovus Bank of Jacksonville			17,665		35,330		20,332		40,664		21,999		43,997
Synovus Bank			36,000		72,000		43,832		87,667		49,667		99,333
Total contributions	$		992,342		1,984,683		1,081,234		2,162,468		1,216,682		2,433,362

7 (Continued)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

(6) Unrealized Appreciation (Depreciation) in Common Stock of Synovus Financial Corp.

Changes in unrealized appreciation (depreciation) in Synovus common stock are as follows:

		2010			2009			2008
Unrealized appreciation (depreciation) at end of year	$		(17,637,584	)		(23,217,960	)		(12,260,452	)
Unrealized appreciation (depreciation) at beginning of year			(23,217,960	)		(12,260,452	)		14,484,193
Unrealized appreciation (depreciation) for the year	$		5,580,376			(10,957,508	)		(26,744,645	)

(7) Realized Loss on Withdrawal/Distributions to Participants

The realized loss on withdrawal/distributions to participants is summarized as follows:

		2010		2009		2008
Fair value at date of distribution or redemption of shares of Synovus common stock	$		1,491,314		970,436		2,110,596
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed			5,486,834		3,394,991		3,188,898
Total realized loss	$		(3,995,520)		(2,424,555)		(1,078,302)

(8) Subsequent Events

On February 16, 2011, Synovus’ Board of Directors adopted the Synovus Financial Corp. 2011 Director Stock Purchase Plan, (2011 DSPP), which, if approved by Synovus’ shareholders, will be effective as of June 1, 2011. Once the 2011 DSPP becomes effective, the existing Plan will terminate.

The material differences between the 2011 DSPP and the existing Plan are as follows:

The 2011 DSPP authorizes Synovus’ Board of Directors to set the matching contribution percentage under the plan within a range of 0% to 50% of each eligible employee’s payroll deductions versus a fixed matching contribution of 50% of each eligible employee’s payroll deductions under the existing Plan. While Synovus expects the Board to maintain the matching contribution percentage at the 50% level at this time, the 2011 DSPP provides flexibility to allow the Board, if circumstances warrant, to reduce the matching contribution without further amendments to the 2011 DSPP.

8 (Continued)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2010, 2009, and 2008

Purchases under the 2011 DSPP will be made on a quarterly basis, instead of a bi-weekly basis (after each payroll). If the 2011 DSPP is approved by Synovus’ shareholders, Synovus expects that the first quarterly purchase under the DSPP will be made on or about October 1, 2011.

The 2011 DSPP caps the amount of annual compensation that may be taken into account for any purpose under the 2011 DSPP at $250,000, while the existing Plan has no cap on the amount of compensation, and thus no cap on the number of shares that could be purchased by an eligible employee under the existing Plan.

The 2011 DSPP requires that Synovus shares purchased under the 2011 DSPP must be held for six months, which is not required under the existing Plan. During this six month holding period, the shares cannot be sold, transferred, assigned, pledged, or otherwise disposed of in any manner. The Board believes that this holding period better aligns the DSPP with its objective of aligning the long-term interests of Synovus employees with those of Synovus shareholders.

Management intends to transfer the assets and all participant accounts of the existing Plan to the 2011 DSPP as of the effective date of the 2011 DSPP.

9