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, 2009

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	31901
Suite 500, Columbus, Georgia	(Zip Code)
(Address of principal executive officers)

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	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 þ      NO o     

     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 o      NO þ     

     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 þ      NO o     

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

     Indicate by check mark whether the registrant is 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 þ	Accelerated Filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a 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 o      NO þ     

     As of June 30, 2009, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $783,607,515 based on the closing sale price of $2.99 reported on the New York Stock Exchange on June 30, 2009.

     As of February 12, 2010, there were 489,832,889 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 22, 2010 (“Proxy Statement”)	Part III
Financial Appendix for the year ended December 31, 2009 to the Proxy Statement (“Financial Appendix”)	Parts I, II, III and IV

Table of Contents

	Page
EXPLANATORY NOTE		3
Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Part IV		4
Item 14. Exhibits and Financial Statement Schedules		4
EX-23.1
EX-23.2
EX-23.3
EX-31.1
EX-31.2
EX-99.1A
EX-99.4
EX-99.5

2

EXPLANATORY NOTE

     Synovus Financial Corp. (“Synovus”) is filing this Amendment No. 1 on Form 10-K/A for the purpose of (1) amending certain disclosures relating to the allocation of the allowance for loan losses set forth on pages F-92 and F-93 in the Financial Appendix filed as Exhibit 99.1 to Synovus’ Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on March 1, 2010 incorporated by reference in this Report; and (2) amending Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission on March 1, 2010, to include Exhibit 99.4, the Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2009, and to include Exhibit 99.5, the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2009, 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.

Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The “Management’s Discussion and Analysis” Section which is set forth on pages F-62 through F-114 and the “Summary of Quarterly Financial Data (Unaudited)” Section which is set forth on page F-118 of the Financial Appendix filed as Exhibit 99.1 to Synovus’ Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on March 1, 2010 and the information set forth on Exhibit 99.1A (which supersedes and corrects certain language on pages F-92 and F-93 of the Financial Appendix ) filed with this Report include the information encompassed by “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and are incorporated in this document by reference.

3

Part IV

Item 14. 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 F-2 through F-60 of the Financial Appendix.

Consolidated Balance Sheets as of December 31, 2009 and 2008

Consolidated Statements of Income for the Years ended December 31, 2009, 2008 and 2007

Consolidated Statements of Changes in Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2009, 2008 and 2007

Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007

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 Financial Appendix and Proxy Statement that are expressly incorporated by reference in this Form 10-K, such documents are not to be deemed filed as part of this Form 10-K.

Exhibit
Number	Description
3.1	Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as filed with the SEC on May 10, 2006.
3.2	Articles of Amendment to Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 17, 2008.
3.3	Articles of Amendment to Articles of Incorporation of Synovus establishing the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
3.4	Articles of Amendment to Articles of Incorporation of Synovus establishing the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 3.2 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
3.5	Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated January 28, 2010 as filed with the SEC on January 29, 2010.

4

Exhibit
Number	Description
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.
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	Agreement and Plan of Distribution, dated as of October 25, 2007, by and among Synovus, Columbus Bank and Trust Company and Total System Services, Inc., incorporated by reference to Exhibit 2.1 of Synovus’ Current Report on Form 8-K dated October 25, 2007, as filed with the SEC on October 25, 2007.
10.3	Amendment No. 1 to Agreement and Plan of Distribution 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 2.1 Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
10.4	Transition Services Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
10.5	Employee Matters Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
10.6	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.
10.7	Master Confidential Disclosure Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.4 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
10.8	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.
10.9	Director Stock Purchase Plan of Synovus, as amended and restated June 27, 2007.*†
10.10	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.*
10.11	Synovus Financial Corp. Deferred Stock Option Plan, incorporated by reference to Exhibit 10.5 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.*
10.12	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. *
10.13	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.
10.14	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.*

5

Exhibit
Number	Description
10.15	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.*
10.16	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.*
10.17	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.*
10.18	Synovus Financial Corp. 1994 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.16 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC on March 24, 1995.*
10.19	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. *
10.20	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.*
10.21	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. *
10.22	Employment Agreement of James H. Blanchard, incorporated by reference to Exhibit 10 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, as filed with the SEC on November 15, 1999.*
10.23	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.*
10.24	Form of Stock Option Agreement for the: (i) Synovus Financial Corp. 1994 Long-Term Incentive Plan; (ii) Synovus Financial Corp. 2000 Long-Term Incentive Plan; and (iii) Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 9, 2004.*
10.25	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.*
10.26	Form of Performance-Based Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.*
10.27	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.*
10.28	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. *
10.29	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. *
10.30	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. *
10.31	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. *
10.32	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. *

6

Exhibit
Number	Description
10.33	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.*
10.34	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. *
10.35	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.*

10.36	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.*
10.37	Form of Restricted Stock Option Agreement for 2010 stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan.*†
10.38	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. *
10.39	Summary of Annual Base Salaries of Synovus’ Named Executive Officers.*†
10.40	Summary of Board of Directors Compensation, incorporated by reference to Exhibit 10.2 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC on August 10, 2009.*
10.41	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.*
10.42	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.*
10.43	Form of Waiver executed by Senior Executive Officers and the next 20 most highly compensated officers, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 28, 2010, as filed with the SEC on January 29, 2010.*
12	Ratio of Earnings to Fixed Charges.†
21.1	Subsidiaries of Synovus Financial Corp.†
23.1	Consent of Independent Registered Public Accounting Firm.**
23.2	Consent of Independent Registered Public Accounting Firm.**
23.3	Consent of Independent Registered Public Accounting Firm.**
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
99.1	Financial Appendix to the Proxy Statement for the Annual Meeting of Shareholders of Synovus to be held on April 22, 2010.†
99.1A	Amendment to certain disclosures relating to the allocation of the allowance for loan losses set forth on pages F-92 and F-93 of the Financial Appendix to the Proxy Statement for the Annual Meeting of Shareholders of Synovus to be held on April 22, 2010, as filed with the Securities and Exchange Commission on March 1, 2010.**

7

Exhibit
Number	Description
99.2	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.†
99.3	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.†
99.4	Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2009.**
99.5	Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2009.**

*	Indicates management contracts and compensatory plans and arrangements.
**	Filed herewith
†	Previously filed

(b) Exhibits

See the response to Item 14(a)(3) above.

(c) Financial Statement Schedules

See the response to Item 14(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.

8

SIGNATURES

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

	SYNOVUS FINANCIAL CORP.
April 26, 2010	By:	/s/ Richard E. Anthony
		Richard E. Anthony
		Chief Executive Officer and Chairman of the Board

9

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Synovus Financial Corp.

We consent to the incorporation by reference in the registration statements (No. 2-93472, No. 2-94639, No. 33-90630, No. 33-60473, No. 33-60475, No. 333-30937, No. 333-88087, No. 333-38232, No. 333-40368, No. 333-55748, No. 333-74816, No. 333-89278, No. 333-97477, No. 333-103628, No. 333-103613, No. 333-112454, No. 333-116259, No. 333-132739, No. 333-132973, and No. 333-143035) on Form S-8 and (No. 333-104625, No. 333-155694, and No. 333-156797) on Form S-3 of Synovus Financial Corp. of our reports dated March 1, 2010, with respect to the consolidated balance sheets of Synovus Financial Corp. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, which reports appear in the December 31, 2009 annual report on Form 10-K/A of Synovus Financial Corp.

Our report dated March 1, 2010 on the consolidated financial statements referred to above refers to a change in the method of accounting for split-dollar life insurance arrangements and the election of the fair value option for mortgage loans held for sale and certain callable brokered certificates of deposit in 2008.

/s/ KPMG LLP
Atlanta, Georgia
April 23, 2010

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Synovus Financial Corp.:

We consent to the incorporation by reference in the registration statements (Nos. 2-93472 and 33-60473) on Form S-8 of Synovus Financial Corp. Employee Stock Purchase Plan of our report dated April 23, 2010, with respect to the statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2009 and 2008, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2009, which report appears in the December 31, 2009 annual report on Form 11-K of the Synovus Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.4 to the December 31, 2009 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

/s/ KPMG LLP
Atlanta, Georgia
April 23, 2010

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Synovus Financial Corp.:

We consent to the incorporation by reference in the registration statements (Nos. 2-94639 and 33-60475) on Form S-8 of Synovus Financial Corp. Director Stock Purchase Plan of our report dated April 23, 2010, with respect to the statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2009 and 2008, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2009, which report appears in the December 31, 2009 annual report on Form 11-K of the Synovus Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.5 to the December 31, 2009 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

/s/ KPMG LLP
Atlanta, Georgia
April 23, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard E. Anthony, certify that:

1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2009, 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, 2010	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 Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2009, 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, 2010	By:	/s/ Thomas J. Prescott
		Thomas J. Prescott
		Chief Financial Officer

EX-99.1A

Exhibit 99.1A

The narrative set forth below amends in its entirety the language in the section captioned “Allocation of the Allowance for Loan Losses” within “Management’s Discussion and Analysis” on pages F-92 and F-93 of the Financial Appendix filed as Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission on March 1, 2010. Changed language has been underlined.

Allocation of the Allowance for Loan Losses

Table 21 shows a five year comparison of the allocation of the allowance for loan losses. The allocation of the allowance for loan losses is based on several essential loss factors which could differ from the specific amounts or loan categories in which charge-offs may ultimately occur.

The allowance for loan losses to non-performing loans coverage was 60.66% at December 31, 2009, compared to 65.00% at December 31, 2008. This ratio is impacted by collateral-dependent impaired loans, which have no allowance for loan losses as the estimated losses on these credits have been charged-off. Therefore, a more meaningful allowance for loan losses coverage ratio is the allowance to non-performing loans excluding collateral-dependent impaired loans for which there is no related allowance for loan losses, which was 124.7% at December 31, 2009, compared to 192.8% at December 31, 2008. During times when non-performing loans are not significant, this coverage ratio — which measures the allowance for loan losses (which is there for the entire loan portfolio) against a small non-performing loans total — appears very large. As non-performing loans increase, this ratio will decline even with significant incremental additions to the allowance.

The allowance for loan losses allocated to non-performing loans (exclusive of collateral-dependent impaired loans which have no allowance, as the estimated losses on these loans have already been recognized) is as follows:

Table 19 Allowance for Loan Losses Allocated to Non-performing Loans

	December 31,
(Dollars in thousands)	2009			2008
Non-performing loans, excluding collateral-dependent impaired loans which have no allowance	$	771.2			303.6
Total allocated allowance for loans losses on above loans		161.9			68.5
Allocated allowance as a % of loans		21.0	%		22.6

Collateral-dependent impaired loans which have no allowance at December 31, 2009 (because they are carried at fair value net of selling costs) totaled $784.6 million, or 50.4% of non-performing loans. Synovus has recognized net charge-offs amounting to approximately 39% of the principal balance on these loans since they were placed on impaired status.

Commercial loans had an allocated allowance of $805.5 million, an increase of $312.2 million or 63.3% increase from the prior year. Approximately 46% of the increase is related to the reserve for asset dispositions that was established during 2009.

Commercial, financial, and agricultural loans had an allocated allowance of $137.0 million or 2.2% of loans in the respective category at December 31, 2009, compared to $126.7 million or 1.9% as of December 31, 2008. The increase in the allocated allowance is primarily related to an increase in the portion of the reserve related to projected asset dispositions.

The allocated allowance for owner occupied loans was $72 million at December 31, 2009, an increase of $32.7 million or 83.3% from December 31, 2008. The increase was driven by negative credit migration in this loan category.

At December 31, 2009, the allocated component of the allowance for loan losses related to commercial real estate construction loans was $379.6 million, up 53.6% from $247.2 million in 2008. As a percentage of commercial real estate construction loans, the allocated allowance in the category was 7.3% at December 31, 2009, compared to 3.4% the previous year-end. The increase is primarily due to an increase in the portion of the reserve related to projected asset dispositions as well as negative credit migration in the land acquisition category.

Commercial real estate mortgage loans had an allocated allowance of $216.8 million at December 31, 2009, up $136.7 million from $80.2 million at December 31, 2008. In addition to increases related to projected asset dispositions, the increase in this category was related to negative loan migration. Approximately half of the increase related to negative loan migration is attributed to the investment real estate category.

The unallocated allowance is 0.32% of total loans at December 31, 2009. This compared to 0.22% of total loans at December 31, 2008. The increase in the unallocated allowance during 2009 is primarily due to the macroeconomic downturn and imprecision in loan risk ratings. Management believes that this level of unallocated allowance is adequate to provide for probable losses that are inherent in the loan portfolio and that have not been fully provided through the allocated allowance. Factors considered in determining the adequacy of this unallocated allowance include economic factors, changes in the experience, ability, and depth of lending management and staff, and changes in lending policies and procedures, including underwriting standards and results of Parent Company loan reviews.

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, 2009

OR

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

For the transition period from                      to                     

Commission file number 1-10312

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2009, 2008, and 2007

(With Report of Independent Registered Public Accounting Firm Thereon)

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, 2009 and 2008, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2009. 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, 2009 and 2008, 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, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP
Atlanta, Georgia

April 23, 2010

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2009 and 2008

	2009		2008
Assets
Common stock of Synovus Financial Corp., at fair value – 6,882,871 shares (cost $58,007,250) in 2009 and 3,503,606 shares (cost $61,576,914) in 2008	$	14,109,885		29,079,931
Dividends receivable		68,477		205,084
Contributions receivable		620,761		734,039
	$	14,799,123		30,019,054
Plan Equity
Plan equity (4,310 and 4,639 participants in 2009 and 2008, respectively)	$	14,799,123		30,019,054

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, 2009, 2008, and 2007

	2009			2008			2007
Investment income (loss):
Dividend income	$	215,057			1,374,275			1,992,143
Realized (loss) gain on distributions to participants (note 7)		(14,778,707	)		(10,211,752	)		3,672,475
Unrealized depreciation of common stock of Synovus Financial Corp. (note 6)		(11,400,381	)		(31,191,969	)		(20,156,290	)
Total investment loss		(25,964,031	)		(40,029,446	)		(14,491,672	)
Contributions (note 5):
Participants		11,240,964			12,704,261			12,289,728
Participating Employers		5,621,254			6,352,679			6,145,401
Total contributions		16,862,218			19,056,940			18,435,129
Withdrawals by participants – common stock of Synovus Financial Corp., at fair value (1,787,738 shares in 2009, 1,028,403 shares in 2008, and 586,786 shares in 2007) (note 7)		(6,118,118	)		(10,880,938	)		(17,734,489	)
Decrease in Plan equity		(15,219,931	)		(31,853,444	)		(13,791,032	)
Plan equity at beginning of year		30,019,054			61,872,498			75,663,530
Plan equity at end of year	$	14,799,123			30,019,054			61,872,498

See accompanying notes to financial statements.

3

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(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 (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. The Plan also permits a participant who has successfully completed the State of Georgia’s Intellectual Capital Partnership Program (ICAPP) to begin participation in the Plan immediately upon the participant’s commencement of employment with a Participating Employer.
	Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum 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 provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were precluded from receiving matching contributions from the Participating Employers for a specified period of time. Effective January 23, 2002, the Plan was amended to remove the above-mentioned restriction on receiving matching contributions upon a withdrawal of shares from the Plan.
	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.

(Continued)

4

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

	Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or her, or his or her Participating Employer prior to the date of such amendment or termination.
	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, 2009 and 2008 fair values were $2.05 per share and $8.30 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, 2009, Plan investments include 5,543 shares held by five terminated employees who have not yet requested distribution in accordance with the terms of the Plan.
(3)	Fair Value Measurements
	The Plan estimates 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.

(Continued)

5

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

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.

(Continued)

6

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

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

	2009				2008				2007
	Participating				Participating				Participating
Participating company	Employers		Participants		Employers		Participants		Employers		Participants
Synovus Financial Co rp.	$	1,517,566		3,034,999		1,426,799		2,853,998		1,362,408		2,726,269
Columbus Bank and Trust Company		477,089		954,170		599,107		1,199,193		573,581		1,147,220
Commercial Bank and Trust Company of Troup County		21,998		43,970		34,335		68,662		37,236		74,448
Commercial Bank of Thomas ville		56,051		112,100		74,832		149,661		72,805		145,545
SB&T		82,649		165,270		62,458		124,909		57,525		115,048
Sumter Bank and Trust Company		6,842		13,684		44,819		89,639		48,271		96,542
The Coastal Bank of Georgia		56,556		113,112		74,253		148,502		71,857		143,773
First State Bank and Trust Company		43,962		87,924		47,269		94,536		47,769		95,346
Cohutta Banking Company		63,814		127,627		64,439		128,911		53,273		106,498
Bank of Coweta		53,327		106,662		63,172		126,335		62,367		124,704
Citizens Bank & Trust of West Georgia		—		—		70,159		140,306		98,015		195,869
Synovus Securities , Inc.		152,509		304,872		146,233		292,371		125,164		250,254
Community Bank and Trust of Southeast Alabama		60,296		120,580		58,572		117,143		49,290		98,580
Tallahassee State Bank		26,232		52,464		28,515		57,030		25,199		50,398
CB&T Bank of Middle Georgia		44,687		89,373		61,845		123,688		64,561		128,867
First Community Bank of Tifton		35,288		70,577		45,381		90,760		45,649		91,374
CB&T of East Alabama		44,416		88,833		49,096		98,192		42,991		86,080
Sea Is land Bank		100,687		201,373		106,287		212,573		87,746		175,489
Citizens First Bank		39,286		78,572		47,662		95,323		46,668		93,332
First Coast Community Bank		28,665		57,330		32,093		64,140		31,197		62,393
Bank of Pensacola		—		—		137,531		275,062		126,789		253,541
Vanguard Bank and Trust		—		—		71,095		142,189		79,304		158,470
The National Bank of Walton County		—		—		29,204		58,406		39,739		79,478
AFB&T		219,009		438,019		214,628		429,256		192,664		385,297
First Commercial Bank of Birmingham		218,691		437,380		252,259		504,459		237,228		474,230
First National Bank of Jasper		88,337		176,668		96,379		192,750		97,241		194,476
Sterling Bank		57,662		114,631		67,672		134,865		66,592		132,484
The Bank of Tuscaloosa		44,162		88,323		67,584		135,165		70,844		141,681
First Commercial Bank of Huntsville		82,685		165,371		94,867		189,734		83,985		167,971
Peachtree National Bank		—		—		—		—		35,438		70,876
Synovus Mortgage Corp.		244,529		489,056		195,673		391,313		219,133		438,031
Citizens & Merchants State Bank		—		—		23,938		47,876		26,122		52,243
Synovus Trust Company		262,998		525,996		317,722		635,388		305,904		611,995
The National Bank of South Carolina		340,799		681,599		384,771		769,527		376,145		752,260
Bank of North Georgia		487,986		975,998		562,074		1,124,114		462,183		924,117
Georgia Bank & Trust		56,682		113,363		65,592		131,183		58,091		116,179
Total Technology Ventures		2,317		4,634		10,981		21,961		11,137		22,273
Synovus Insurance of Georgia		68		136		2,954		5,907		12,051		24,102
Creative Financial Group		92,211		184,423		108,516		216,977		105,252		210,190
GLOBALT, Inc.		71,803		143,317		70,590		139,741		62,789		125,511
The Bank of Nashville		59,001		118,002		73,976		147,941		69,010		138,015
First Nation Bank		—		—		—		—		41,820		83,584
Synovus Bank of Jacksonville		43,203		86,407		48,192		96,385		41,600		83,201
Trust One Bank		55,203		110,171		78,198		156,353		73,391		146,628
Synovus Insurance of Florida		—		—		195		388		212		425
Synovus Insurance of Alabama		—		—		84		168		605		1,210
First Florida Bank		—		—		35,133		70,202		55,155		110,307
Cohutta Banking Company of Tennessee		—		—		4,549		9,097		8,649		17,417
Synovus Bank		149,856		299,712		200,996		401,982		182,756		365,507
Coastal Bank and Trust of Florida		130,872		261,745		—		—		—		—
Synovus Title II LLC		1,260		2,521		—		—		—		—
Total contributions	$	5,621,254		11,240,964		6,352,679		12,704,261		6,145,401		12,289,728

(Continued)

7

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(6)	Unrealized Depreciation in Common Stock of Synovus Financial Corp.
	Changes in unrealized depreciation in Synovus common stock are as follows:

	2009			2008			2007
Unrealized depreciation at end of year	$	(43,897,365	)		(32,496,984	)		(1,305,015	)
Unrealized (depreciation) appreciation at beginning of year		(32,496,984	)		(1,305,015	)		18,851,275
Unrealized depreciation for the year	$	(11,400,381	)		(31,191,969	)		(20,156,290	)

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

	2009			2008			2007
Fair value at dates of distribution or redemption of shares of Synovus common stock	$	6,118,118			10,880,938			17,734,489
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		20,896,825			21,092,690			14,062,014
Total realized (loss) gain	$	(14,778,707	)		(10,211,752	)		3,672,475

8

EX-99.5

Exhibit 99.5

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, 2009

OR

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

For the transition period from                      to                     

Commission file number 1-10312

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Financial Statements

December 31, 2009, 2008, and 2007

(With Report of Independent Registered Public Accounting Firm Thereon)

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, 2009 and 2008, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2009. 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, 2009 and 2008, 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, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP
Atlanta, Georgia

April 23, 2010

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2009 and 2008

	2009		2008
Assets
Common stock of Synovus Financial Corp., at fair value — 2,745,795 shares (cost $28,846,841) in 2009 and 1,993,812 shares (cost $28,809,091) in 2008	$	5,628,881		16,548,639
Dividends receivable		27,480		119,947
	$	5,656,361		16,668,586
Plan Equity
Plan equity (525 and 563 participants in 2009 and 2008, respectively)	$	5,656,361		16,668,586

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, 2009, 2008, and 2007

	2009			2008			2007
Investment income (loss):
Dividend income	$	96,572			862,594			1,453,090
Realized (loss) gain on distributions to participants (note 7)		(2,424,555	)		(1,078,302	)		5,401,937
Unrealized depreciation of common stock of Synovus Financial Corp. (note 6)		(10,957,508	)		(26,744,645	)		(16,716,909	)
Total investment loss		(13,285,491	)		(26,960,353	)		(9,861,882	)
Contributions (note 5):
Participants		2,162,468			2,433,362			2,550,700
Synovus Financial Corp. and participating subsidiaries		1,081,234			1,216,682			1,275,350
Total contributions		3,243,702			3,650,044			3,826,050
Withdrawals by participants — common stock of Synovus Financial Corp., at fair value (266,196 shares in 2009, 211,257 shares in 2008, and 349,619 shares in 2007) (note 7)		(970,436	)		(2,110,596	)		(10,688,739	)
Decrease in Plan equity		(11,012,225	)		(25,420,905	)		(16,724,571	)
Plan equity at beginning of year		16,668,586			42,089,491			58,814,062
Plan equity at end of year	$	5,656,361			16,668,586			42,089,491

See accompanying notes to financial statements.

3

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(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 (the Participating Companies).
	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 Companies is eligible to participate in the Plan. Participants may contribute to the Plan only through automatic transfers of contributions from their designated demand deposit accounts. 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 Companies in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.
	The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.
	The Plan provides that each participant may withdraw at any time all or part of the full number of shares in his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution.
	The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his 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. A participant who terminates his or her participation in the Plan may not reenter the Plan until the expiration of a six-month waiting period.
	Participation in the Plan shall automatically terminate upon termination of a participant’s status as a director whether by death, retirement, resignation, or otherwise.
	Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or her, or the Participating Companies prior to the date of such amendment or termination.
	Synovus reserves the right to suspend Participating Company contributions to the Plan if its board of directors feels that Synovus’ financial condition warrants such action.

(Continued)

4

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(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, 2009 and 2008 fair values were $2.05 per share and $8.30 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 Companies are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2009, Plan investments include 7,533 shares held by three terminated directors who have not yet requested distribution in accordance with the terms of the Plan.
(3)	Fair Value Measurements
	The Plan estimates 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.

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.

(Continued)

5

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

	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 Company. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.

(Continued)

6

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(5)	Contributions
	Contributions by Participating Companies and by participants are as follows:

	2009				2008				2007
	Participating				Participating				Participating
Participating Company	Companies		Participants		Companies		Participants		Companies		Participants
Synovus Financial Corp.	$	78,750		157,500		226,250		452,500		230,000		460,000
Columbus Bank and Trust Company		127,556		255,111		77,222		154,444		81,333		162,667
Commercial Bank and Trust Company of Troup County		27,500		55,000		33,333		66,667		34,000		68,000
Commercial Bank of Thomasville		26,000		52,000		26,000		52,000		26,000		52,000
SB&T		56,722		113,444		44,667		89,333		45,333		90,667
Sumter Bank and Trust Company		—		—		18,000		36,000		18,667		37,333
The Coastal Bank of Georgia		35,889		71,778		38,789		77,578		36,333		72,667
First State Bank and Trust Company		30,667		61,333		30,667		61,333		30,667		61,333
Cohutta Banking Company		14,000		28,000		19,167		38,333		16,611		33,221
Bank of Coweta		20,000		40,000		18,667		37,333		20,000		40,000
Citizens Bank and Trust of West Georgia		—		—		—		—		30,000		60,000
First Community Bank of Tifton		20,000		40,000		20,000		40,000		20,000		40,000
Community Bank & Trust of Southeast Alabama		16,000		32,000		17,500		35,000		18,000		36,000
CB&T Bank of Middle Georgia		34,000		68,000		42,667		85,333		42,000		84,000
First Coast Community Bank		11,833		23,667		16,000		32,000		16,000		32,000
CB&T of East Alabama		12,111		24,221		12,444		24,888		12,944		25,888
Sea Island Bank		32,500		65,000		34,000		68,000		33,167		66,333
Citizens First Bank		32,167		64,333		23,833		47,667		23,167		46,333
AFB&T		32,875		65,750		25,478		50,956		24,383		48,767
Vanguard Bank and Trust		—		—		—		—		22,000		44,000
Bank of Pensacola		—		—		—		—		35,333		70,667
Coastal Bank and Trust of Florida		45,500		91,000		53,833		107,667		—		—
First Commercial Bank of Birmingham		34,000		68,000		24,833		49,667		26,000		52,000
The Bank of Tuscaloosa		44,667		89,333		46,000		92,000		47,833		95,667
Sterling Bank		20,000		40,000		20,000		40,000		20,000		40,000
First National Bank of Jasper		18,333		36,667		18,833		37,667		20,167		40,333
First Commercial Bank of Huntsville		18,667		37,333		18,167		36,333		16,389		32,778
Tallahassee State Bank		14,278		28,556		17,667		35,333		16,000		32,000
Peachtree National Bank		—		—		—		—		14,000		28,000
Citizens & Merchants State Bank		—		—		—		—		42,867		85,734
The National Bank of South Carolina		56,167		112,333		38,333		76,667		34,833		69,667
Bank of North Georgia		115,722		231,444		134,055		268,111		72,991		145,981
Georgia Bank & Trust		12,833		25,667		15,167		30,333		16,000		32,000
The Bank of Nashville		15,000		30,000		16,000		32,000		12,500		25,000
First Nation Bank		—		—		—		—		12,000		24,000
Trust One Bank		13,333		26,667		17,444		34,889		21,500		43,000
Synovus Bank of Jacksonville		20,332		40,664		21,999		43,997		21,332		42,664
Cohutta Banking Company of Tennessee		—		—		—		—		5,833		11,667
First Florida Bank		—		—		—		—		12,000		24,000
Synovus Bank		43,832		87,667		49,667		99,333		47,167		94,333
Total contributions	$	1,081,234		2,162,468		1,216,682		2,433,362		1,275,350		2,550,700

(Continued)

7

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

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

	2009			2008			2007
Unrealized (depreciation) appreciation at end of year	$	(23,217,960	)		(12,260,452	)		14,484,193
Unrealized (depreciation) appreciation at beginning of year		(12,260,452	)		14,484,193			31,201,102
Unrealized depreciation for the year	$	(10,957,508	)		(26,744,645	)		(16,716,909	)

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

	2009			2008			2007
Fair value at date of distribution or redemption of shares of Synovus common stock	$	970,436			2,110,596			10,688,739
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		3,394,991			3,188,898			5,286,802
Total realized (loss) gain	$	(2,424,555	)		(1,078,302	)		5,401,937

8