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<SEC-DOCUMENT>0000018349-02-000011.txt : 20020416
<SEC-HEADER>0000018349-02-000011.hdr.sgml : 20020416
ACCESSION NUMBER:		0000018349-02-000011
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020410

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYNOVUS FINANCIAL CORP
		CENTRAL INDEX KEY:			0000018349
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				581134883
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10312
		FILM NUMBER:		02607048

	BUSINESS ADDRESS:	
		STREET 1:		901 FRONT AVENUE
		STREET 2:		STE 202
		CITY:			COLUMBUS
		STATE:			GA
		ZIP:			31901
		BUSINESS PHONE:		7066494818

	MAIL ADDRESS:	
		STREET 1:		P.O.BOX 120
		CITY:			COLUMBUS
		STATE:			GA
		ZIP:			31902

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CB&T BANCSHARES INC
		DATE OF NAME CHANGE:	19890912
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>mainfile.txt
<DESCRIPTION>FORM 10K/A
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                 Amendment No. 1

(Mark One)
[X]  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 2001 or
                                          -------------------

[ ]  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from          to
                                                         --------   -----------

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              (I.R.S. Employer
 or organization)                                           Identification No.)

One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia                                    31901
(Address of principal executive offices)                       (Zip Code)
(Registrant's telephone number, including area code)          (706) 649-5220

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

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

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

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

                  YES    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. [ ]

         As of February 15, 2002, 294,807,278 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding, and the aggregate
market value of the shares of $1.00 par value common stock of Synovus Financial
Corp. held by non-affiliates was approximately $6,650,587,000 (based upon the
closing per share price of such stock on said date).

         Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 14, 2002 are incorporated in Parts I, II, III and IV of this report.


<PAGE>

         The undersigned registrant hereby amends Item 14 of its Annual Report
on Form 10-K for the year ended December 31, 2001 by adding Exhibit 99.1,
the Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock
Purchase Plan for the year ended December 31, 2001 and by adding Exhibit 99.2,
the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock
Purchase Plan for the year ended December 31, 2001 as set forth below and in the
attached exhibits.

                                     Part IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a)  1.  Financial Statements

                  The following Consolidated Financial Statements of Synovus
                  Financial Corp. and its subsidiaries are specifically
                  incorporated by reference from pages F-2 through F-22 and F-24
                  of the Financial Appendix to Synovus' Proxy Statement in
                  connection with its Annual Shareholders' Meeting to be held on
                  April 24, 2002, in response to Item 8, Part II, Financial
                  Statements and Supplementary Data.

                    Consolidated Balance Sheets - December 31, 2001 and 2000

                    Consolidated Statements of Income - Years Ended December 31,
                    2001, 2000 and 1999

                    Consolidated Statements of Changes in Shareholders' Equity -
                    Years Ended December 31, 2001, 2000 and 1999

                    Consolidated Statements of Cash Flows - Years Ended
                    December 31, 2001, 2000 and 1999

                    Notes to Consolidated Financial Statements - December 31,
                    2001, 2000 and 1999

                    Independent Auditors' Report

              2.  Financial Statement Schedules

                  Financial Statement Schedules - None applicable because the
                  required information has been incorporated in the Consolidated
                  Financial Statements of Synovus Financial Corp. and its
                  subsidiaries incorporated by reference herein.

                                       2

              3.  Exhibits

                  Exhibit
                  Number   Description
                  -------  ------------

                    3.1    Articles of Incorporation, as amended, of Synovus
                           Financial Corp. ("Synovus") incorporated by reference
                           to Exhibit 4(a) of Synovus' Registration Statement on
                           Form S-8 filed with the Securities and Exchange
                           Commission on July 23, 1990 (File No. 33-35926).

                    3.2    Bylaws, as amended, of Synovus, incorporated by
                           reference to Exhibit 4.2 of Synovus' Registration
                           Statement on Form S-8 filed with the Securities and
                           Exchange Commission on May 31, 2000 (File No.
                           333-38232).

                    4.1    Form of Rights Agreement incorporated by reference to
                           Exhibit 4.1 of Synovus' Registration Statement on
                           Form 8-A dated April 28, 1999 filed with the
                           Commission on April 28, 1999 pursuant to Section 12
                           of the Securities Exchange Act of 1934, as amended.

         10.  EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

                    10.1   Employment Agreement of James D. Yancey with Synovus
                           incorporated by reference to Exhibit 10.1 of Synovus'
                           Registration Statement on Form S-1 filed with the
                           Commission on December 18, 1990 (File No. 33-38244).

                    10.2   Incentive Bonus Plan of Synovus incorporated by
                           reference to Exhibit 10.5 of Synovus' Registration
                           Statement on Form S-1 filed with the Commission on
                           December 18, 1990 (File No. 33-38244).

                    10.3   Director Stock Purchase Plan of Synovus incorporated
                           by reference to Exhibit 10.3 of Synovus' Annual
                           Report on Form 10-K for the fiscal year ended
                           December 31, 1999, as filed with the Commission on
                           March 22, 2000.

                    10.4   Synovus Financial Corp. 2002 Long-Term Incentive
                           Plan.

                    10.5   Synovus Financial Corp. Deferred Stock Option Plan.

                    10.6   Consulting Agreement of H. Lynn Page with Synovus
                           incorporated by reference to Exhibit 10.6 of Synovus'
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1992, as filed with the Commission on
                           March 29, 1993.

                                       3

                    10.7   Synovus Financial Corp. Directors' Deferred
                           Compensation Plan.

                    10.8   Wage Continuation Agreement of Synovus incorporated
                           by reference to Exhibit 10.8 of Synovus' Annual
                           Report on Form 10-K for the fiscal year ended
                           December 31, 1992, as filed with the Commission on
                           March 29, 1993.

                    10.9   1991 Stock Option Plan for Key Executives of Synovus
                           incorporated by reference to Exhibit 10.9 of Synovus'
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1992, as filed with the Commission on
                           March 29, 1993.

                    10.10  Synovus Financial Corp. 1992 Long-Term Incentive Plan
                           incorporated by reference to Exhibit 10.10 of
                           Synovus' Annual Report on Form 10-K for the fiscal
                           year ended December 31, 1992, as filed with the
                           Commission on March 29, 1993.

                    10.11  Agreement in Connection with Use of Aircraft
                           incorporated by reference to Exhibit 10.11 of
                           Synovus' Annual Report on Form 10-K for the fiscal
                           year ended December 31, 1992, as filed with the
                           Commission on March 29, 1993.

                    10.12  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 Commission on March 29, 1993.

                    10.13  Supplemental Compensation Agreement, Incentive
                           Compensation Agreements and Performance Compensation
                           Agreement with Richard E. Anthony; which Agreements
                           were assumed by Synovus on December 31, 1992 as a
                           result of its acquisition of First Commercial
                           Bancshares, Inc.; and which stock awards made
                           pursuant to the Agreements were converted at a ratio
                           of 1.5 to 1, the exchange ratio applicable to the
                           merger incorporated by reference to Exhibit 10.13 of
                           Synovus' Annual Report on Form 10-K for the fiscal
                           year ended December 31, 1992, as filed with the
                           Commission on March 29, 1993.

                    10.14  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
                           Commission on March 28, 1994.

                    10.15  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
                           Commission on March 24, 1995.

                                       4

                    10.16  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
                           Commission on March 24, 1995.

                    10.17  Synovus Financial Corp./Total System Services, Inc.
                           Deferred Compensation Plan.

                    10.18  Synovus Financial Corp. Executive Bonus Plan
                           incorporated by reference to Exhibit 10.18 of
                           Synovus' Annual Report on Form 10-K for the fiscal
                           year ended December 31, 1995, as filed with the
                           Commission on March 25, 1996.

                    10.19  Change of Control Agreements incorporated by
                           reference to Exhibit 10.19 of Synovus' Annual Report
                           on Form 10-K for the fiscal year ended December 31,
                           1995, as filed with the Commission on March 25, 1996.

                    10.20  Consulting Agreement of Joe E. Beverly incorporated
                           by reference to Exhibit 10.20 of Synovus' Annual
                           Report on Form 10-K for the fiscal year ended
                           December 31, 1996, as filed with the Commission on
                           March 6, 1997.

                    10.21  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 Commission on
                           November 15, 1999.

                    10.22  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
                           Commission on March 22, 2000.

                    20.1   Proxy Statement, including Financial Appendix, for
                           the Annual Meeting of Shareholders of Synovus to be
                           held on April 24, 2002 certain specified pages of
                           which are specifically incorporated herein by
                           reference.

                    21.1   Subsidiaries of Synovus Financial Corp.

                    23.1   Independent Auditors' Consents.

                                       5

                    24.1   Powers of Attorney contained on the signature pages
                           of the 2001 Annual Report on Form 10-K.

                    99.1   Annual Report on Form 11-K for the Synovus Financial
                           Corp. Employee Stock Purchase Plan for the year ended
                           December 31, 2001.

                    99.2   Annual Report on Form 11-K for the Synovus Financial
                           Corp. Director Stock Purchase Plan for the year ended
                           December 31, 2001.

         Synovus agrees to furnish the Commission, 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.

         (b)  Reports on Form 8-K

                  On October 17, 2001, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the third
quarter of 2001.

                                       6

<PAGE>


                                   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.
                                                  (Registrant)

April 8, 2002                      By: /s/James H. Blanchard
                                        James H. Blanchard,
                                        Chairman of the Board and
                                        Principal Executive Officer









                                       7
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number      Description
- --------    -----------

23.1        Auditors' Consents

99.1        Annual Report on Form 11-K for the Synovus Financial Corp. Employee
            Stock Purchase Plan for the year ended December 31, 2001.

99.2        Annual Report on Form 11-K for the Synovus Financial Corp. Director
            Stock Purchase Plan for the year ended December 31, 2001.



                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>ex23-1.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENTS
<TEXT>
                          Independent Auditors' Consent


The Board of Directors
Synovus Financial Corp.

We consent to incorporation by reference in the Registration Statements (No.
2-93472 and No. 33-60473) on Form S-8 of Synovus Financial Corp. of our report
dated March 1, 2002, relating to the statements of financial condition of the
Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2001 and
2000, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 2001, which report
appears in the December 31, 2001 annual report on Form 11-K of the Synovus
Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.1 to the
December 31, 2001 annual report on Form 10-K/A of Synovus Financial Corp.


/s/KPMG LLP



Atlanta, Georgia
April 9, 2002

<PAGE>


                          Independent Auditors' Consent


The Board of Directors
Synovus Financial Corp.

We consent to incorporation by reference in the Registration Statements (No.
2-94639 and No. 33-60475) on Form S-8 of Synovus Financial Corp. of our report
dated March 1, 2002, relating to the statements of financial condition of the
Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2001 and
2000, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 2001, which report
appears in the December 31, 2001 annual report on Form 11-K of the Synovus
Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.2 to the
December 31, 2001 annual report on Form 10-K/A of Synovus Financial Corp.


/s/KPMG LLP



Atlanta, Georgia
April 9, 2002

                                  Exhibit 23.1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex99-1.txt
<DESCRIPTION>ANNUAL REPT. ON FORM 11-K FOR THE SYNOVUS ESPP
<TEXT>

                                    FORM 11-K




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

For the fiscal year ended           December 31, 2001
                          ------------------------------------------------------
                                                     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



                             SYNOVUS FINANCIAL CORP.
                                901 FRONT AVENUE
                                    SUITE 301
                             COLUMBUS, GEORGIA 31901
                                 (706) 649-5220













                                  Exhibit 99.1

<PAGE>

                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                              Financial Statements

                        December 31, 2001, 2000, and 1999

                   (With Independent Auditors' Report Thereon)




<PAGE>





















                          Independent Auditors' Report



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


We have  audited the  accompanying  statements  of  financial  condition  of the
Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2001 and
2000 and the related  statements  of  operations  and changes in plan equity for
each of the years in the  three-year  period  ended  December  31,  2001.  These
financial  statements are the  responsibility of the Plan's  administrator.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  condition of the Synovus Financial Corp.
Employee Stock Purchase Plan as of December 31, 2001 and 2000 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,  2001  in  conformity  with  accounting
principles generally accepted in the United States of America.




/s/KPMG LLP



March 1, 2002


                            SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                       Statements of Financial Condition

                           December 31, 2001 and 2000

<TABLE>
<CAPTION>
                    Assets                                           2001            2000
                                                                 -----------     ----------
<S>                                                              <C>             <C>
Common stock of Synovus Financial Corp. at market value-
 2,490,767 shares (cost $36,757,923) in 2001 and
 2,673,504 shares (cost $32,859,546) in 2000 (note 2)            $62,368,026     72,018,851
Dividends receivable                                                 317,735        295,121
Cash                                                                 482,005        413,690
                                                                 -----------     ----------
                                                                 $63,167,766     72,727,662
                                                                 ===========     ==========
            Liabilities and Plan Equity

Plan equity (5,426 and 5,284 participants in 2001 and 2000,
 respectively)                                                   $63,167,766     72,727,662
                                                                 ===========     ==========
</TABLE>
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, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                             2001           2000          1999
                                                        -----------    ----------   ------------
<S>                                                     <C>            <C>          <C>
Dividend income                                         $ 1,279,615     1,186,878     1,016,261
Realized gain on distributions to
 participants (note 5)                                    9,056,709     5,171,516     7,738,894
Unrealized appreciation (depreciation) of common
 stock of Synovus Financial Corp. (note 4)              (13,549,202)   14,166,917   (19,748,317)
Contributions (notes 1 and 3):
 Participants                                             7,392,598     6,620,926     5,958,921
 Participating employers                                  3,697,695     3,307,572     2,968,499
                                                        -----------    ----------   ------------
                                                          7,877,415    30,453,809    (2,065,742)
Withdrawals by participants - common stock of
 Synovus Financial Corp. at market value
 (627,031 shares in 2001, 655,064 shares in
  2000, and 711,079 shares  in 1999)-
  (note 5)                                              (17,437,311)  (12,738,838)  (14,788,895)
                                                        -----------    ----------   ------------
     Increase (decrease) in Plan equity
      for the year                                       (9,559,896)   17,714,971   (16,854,637)
Plan equity at beginning of year                         72,727,662    55,012,691    71,867,328
                                                        -----------    ----------   ------------
Plan equity at end of year                              $63,167,766    72,727,662    55,012,691
                                                        ===========    ==========   ============
</TABLE>
See accompanying notes to financial statements.

                                       3
<PAGE>


                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2001, 2000, and 1999





(1)    Description of the Plan

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

       Synovus serves as the Plan administrator.  State Street Bank and Trust
       Company serves as the Plan agent, hereafter referred to as "Agent."

       All employees who work twenty hours per week or more are eligible to
       participate in the Plan after completing three months of continuous
       employment prior to the beginning of a calendar quarter.

       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. Such
       participant's period of employment for purposes of determining the
       maximum compensation participant payroll deduction under the Plan will be
       measured beginning on the date of such participant's commencement of
       participation in such program.

       A participant may contribute to the Plan based on a formula through
       payroll deductions in multiples of $1, with a minimum deduction of $10
       per month and a maximum deduction not to exceed a specified percentage of
       compensation (from 3% to 7%). Effective January 1, 1999, participants
       initially joining the Plan, requesting reinstatement in the Plan, or
       making a change under the Plan must select their payroll deduction amount
       as a percentage of compensation, with a minimum contribution level of
       0.5%. Participants in the Plan prior to January 1, 1999 may continue
       contributing to the Plan through payroll deductions in whole dollar
       amounts. Matching contributions to the Plan are to be made by the
       Participating Employers in an amount equal to one-half of each
       participant's contribution. All contributions to the Plan vest
       immediately.

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

       The Plan provides that upon withdrawal from the Plan, each participant
       has the option to receive the proceeds from his account balance in the
       form of shares of Synovus common stock and a check for any fractional
       shares and cash held, a lump-sum cash distribution, or a combination of
       both. With certain exceptions, employees who have previously withdrawn
       shares from their Plan account are precluded from receiving matching
       contributions from the participating employers for a specified period of
       time. Effective January 23, 2002, the Plan was amended to remove the
       above mentioned restriction on receiving matching contributions upon a
       withdrawal of shares from the Plan.

       Synovus expects to maintain the Plan indefinitely, but reserves the right
       to terminate or amend the Plan at any time, provided, however, that no
       termination or amendment shall affect or diminish any participant's right
       to the benefit of contributions made by him or his employer prior to the
       date of such amendment or termination.

                                       4                             (Continued)


                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2001, 2000, and 1999





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

(2)    Summary of Accounting Policies

       The investment in Synovus common stock is stated at market value which is
       based on the closing price at year-end obtained by using market
       quotations on the principal public exchange market for which such
       security is traded. The December 31, 2001 and 2000 market values were
       $25.05 and $26.938 per share, respectively.

       The realized gain on distributions to participants is determined by
       computing the difference between the average cost per common stock share
       and the market value per share at the date of the distribution to the
       participants.

       Dividend income is accrued on the record date.

       Contributions by participants and Participating Employers, as well as
       withdrawals, are accounted for on the accrual basis.

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

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United States of America 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.

                                       5                             (Continued)

<PAGE>


                            SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                         Notes to Financial Statements

                       December 31, 2001, 2000, and 1999

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

<TABLE>
<CAPTION>
                                                                       2001                       2000                      1999
                                                       ---------------------------  ------------------------- ---------------------
                                                     Participating                Participating             Participating
Participating employers                                 employers    Participants  employers    Participants employers  Participants
- -------------------------------------------------    ------------- -------------- ------------- ----------- ----------  -----------
<S>                                                  <C>           <C>            <C>           <C>         <C>         <C>
Synovus Financial Corp.                                $  659,656    1,321,014      238,201      476,402      214,785      430,345
Columbus Bank and Trust Company                           320,172      640,925      371,061      743,835      405,594      815,476
Commercial Bank and Trust Company of Troup County          32,457       65,011       32,623       65,559       27,442       55,825
Commercial Bank of Thomasville                             49,355       98,706       48,416       96,828       45,790       92,223
Security Bank and Trust Company of Albama                  55,350      110,693       53,011      106,014       51,045      102,150
Sumter Bank and Trust Company                              36,629       73,269       34,401       68,844       32,793       66,899
The Coastal Bank of Georgia                                47,173       94,787       47,588       95,620       50,936      102,879
First State Bank and Trust Company                         39,028       78,397       41,102       82,591       38,861       78,740
Bank of Hazlehurst                                         16,168       32,421       15,717       31,431       17,325       35,296
Cohutta Banking Company                                    35,579       71,204       33,176       66,346       37,499       75,175
Bank of Coweta                                             54,907      109,805       59,053      118,363       55,483      111,311
Citizens Bank & Trust of West Georgia                      83,006      165,999       77,841      155,672       73,046      146,927
Synovus Securities, Inc.                                  164,216      329,372      131,227      262,198       85,699      172,330
The Quincy State Bank                                      29,761       59,516       29,993       59,980       31,033       62,186
Community Bank and Trust of Southeast Alabana              24,296       48,588       26,697       53,504       32,646       65,320
Tallahassee State Bank                                     21,330       42,655       18,463       36,924       15,371       30,863
CB&T Bank of Middle Georgia                                36,272       72,968       40,387       80,767       37,125       74,369
First Community Bank of Tifton                             38,078       76,782       38,497       77,252       35,938       71,974
Synovus Technologies, Inc.                                     --           --      189,541      379,644      177,094      357,463
CB&T Bank of Russell County                                35,272       70,540       34,066       68,127       35,687       71,495
Sea Island Bank                                            42,077       77,746       37,820       75,636       35,172       71,294
Citizens First Bank                                        39,006       78,109       36,365       72,724       38,553       78,399
First Coast Community Bank                                 20,358       41,329       19,329       38,655       18,388       37,313
Bank of Pensacola                                          38,046       76,086       34,604       69,203       28,157       57,108
Vanguard Bank and Trust                                    63,060      127,072       53,102      106,896       49,556       99,744
The National Bank of Walton County                         36,448       72,890       37,635       75,266       32,300       65,508
Athens First Bank & Trust Co.                             131,285      262,557      124,251      248,493      121,133      242,503
The Citizens Bank of Fort Valley                           15,623       31,244       14,337       28,714       16,653       33,308
The Citizens Bank of Cochran                               10,789       21,578       10,306       20,610       10,315       20,631
First Commercial Bank of Birmingham                       109,881      219,761      101,537      203,061       99,586      196,945
First National Bank of Jasper                              83,830      167,647       81,383      162,411       77,634      155,383
Sterling Bank                                              32,077       64,149       32,318       64,632       30,369       60,759
The Bank of Tuscaloosa                                     44,183       88,359       43,140       86,273       43,479       86,952
First Commercial Bank of Huntsville                        39,329       78,652       34,762       69,520       32,767       65,531
Peachtree National Bank                                    48,824       97,642       45,444       91,014       44,062       88,710
Synovus Mortgage Corp.                                    198,435      392,059      106,690      212,478       38,688       77,592
Citizens & Merchants State Bank                            27,189       54,374       31,469       62,933       28,828       57,656
Synovus Trust Company                                     138,387      277,526      131,951      264,359      134,887      270,964
Synovus Service Corp.                                          --           --      195,237      392,609      207,938      417,575
The National Bank of South Carolina                       247,187      494,371      231,542      462,991      231,348      463,006
Bank of North Georgia                                     205,409      410,911      131,570      263,127      119,714      239,457
Georgia Bank & Trust                                       28,504       57,002       26,223       52,440       27,780       53,337
Synovus Trust Company of Florida                            9,755       19,509        7,633       15,266           --           --
Synovus Trust Company of Alabama                           27,914       55,827       15,384       30,768           --           --
Charter Bank and Trust Co.                                 42,226       84,446       42,034       84,064           --           --
Merit Leasing Corp.                                         3,046        6,091        1,491        2,982           --           --
Mountain National Bank                                     36,096       72,187       33,733       67,462           --           --
Total Technology Ventures                                   3,006        6,012        2,562        5,125           --           --
ProCard                                                    90,082      180,078       42,947       85,893           --           --
Synovus Insurance of Georgia                                9,832       19,663        8,505       17,010           --           --
Pointpathbank                                              30,603       61,274       10,718       21,434           --           --
TSYS Total Debt Management, Inc.                           50,266      101,323       20,489       40,976           --           --
Creative Financial Group                                   16,237       32,472           --           --           --           --
                                                     ------------- ------------   ------------ -----------  ----------  -----------
    Total contributions                                $3,697,695    7,392,598    3,307,572    6,620,926    2,968,499    5,958,921
                                                     ============  ============   ============ ===========  ==========  ===========
</TABLE>



                                       6

<PAGE>

                            SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                         Notes to Financial Statements

                       December 31, 2001, 2000, and 1999


(4)    Unrealized Appreciation (Depreciation) of Synovus Common Stock

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

<TABLE>
<CAPTION>
                                                                  2001                  2000                   1999
                                                           -------------------   --------------------   --------------------
<S>                                                      <C>                     <C>                    <C>
      Unrealized appreciation at end of year            $        25,610,103            39,159,305             24,992,388
      Unrealized appreciation at beginning of year               39,159,305            24,992,388             44,740,705
                                                           -------------------   --------------------   --------------------

      Unrealized appreciation (depreciation) for the
          year                                          $       (13,549,202)           14,166,917            (19,748,317)
                                                           ===================   ====================   ====================
</TABLE>

 (5)   Realized Gain on Withdrawal Distributions to Participants

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

<TABLE>
<CAPTION>
                                                                 2001                   2000                   1999
                                                          --------------------   --------------------   -------------------
<S>                                                      <C>                     <C>                    <C>
      Market value at dates of distribution or
          redemption of shares of Synovus common stock  $       17,437,311             12,738,838             14,788,895
      Less cost (computed on an average cost basis)
          of shares of Synovus common stock
          distributed or redeemed                                8,380,602              7,567,322              7,050,001
                                                          --------------------   --------------------   -------------------

                    Total realized gain                 $        9,056,709              5,171,516              7,738,894
                                                          ====================   ====================   ===================
</TABLE>


                                        7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>ex99-2.txt
<DESCRIPTION>ANNUAL REPT. ON FORM 11-K FOR THE SYNOVUS DSPP
<TEXT>


                                    FORM 11-K




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

For the fiscal year ended           December 31, 2001
                          -----------------------------------------------------
                                       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



                             SYNOVUS FINANCIAL CORP.
                                901 FRONT AVENUE
                                    SUITE 301
                             COLUMBUS, GEORGIA 31901
                                 (706) 649-5220












                                  Exhibit 99.2

<PAGE>

                             SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                              Financial Statements

                        December 31, 2001, 2000, and 1999

                   (With Independent Auditors' Report Thereon)




<PAGE>



















                          Independent Auditors' Report



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


We have audited  the accompanying  statements  of  financial  condition  of  the
Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2001 and
2000 and the related  statements  of  operations  and changes in plan equity for
each of the years in the  three-year  period  ended  December  31,  2001.  These
financial  statements are the  responsibility of the Plan's  administrator.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  condition of the Synovus Financial Corp.
Director Stock Purchase Plan as of December 31, 2001 and 2000 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,  2001  in  conformity  with  accounting
principles generally accepted in the United States of America.




/s/KPMG LLP


March 1, 2002
<PAGE>

                            SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                       Statements of Financial Condition

                           December 31, 2001 and 2000
<TABLE>
<CAPTION>
                            Assets                                 2001             2000
                                                              -----------       -----------
<S>                                                           <C>               <C>
Common stock of Synovus Financial Corp. at market value-
 2,466,983 shares (cost $19,655,351) in 2001 and
 2,660,895 shares (cost $17,746,132) in 2000 (note 2)         $61,797,927        71,679,187
Dividends receivable                                              302,722           293,800
                                                              -----------       -----------
                                                              $62,100,649        71,972,987
                                                              ===========       ===========
      Liabilities and Plan Equity

Plan equity (539 and 521 participants in 2001 and 2000,
 respectively)                                                $62,100,649        71,972,987
                                                              ===========       ===========
</TABLE>
See accompanying notes to financial statements.

                                       2

<PAGE>

                            SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

              Statements of Operations and Changes in Plan Equity

                 Years ended December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                                  2001          2000          1999
                                                            -----------   -----------     -----------
<S>                                                         <C>           <C>             <C>
Dividend income                                             $ 1,260,072     1,223,597       1,273,695
Realized gain on distributions to participants
 (note 5)                                                     7,142,245    11,976,879      10,055,500
Unrealized (depreciation) appreciation of common
 stock of Synovus Financial Corp. (note 4)                  (11,790,479)    5,593,136     (25,581,525)
Contributions (notes 1 and 3):
 Participants                                                 2,154,189     1,894,675       1,804,619
 Synovus Financial Corp. and participating
  subsidiaries                                                1,077,111       946,468         900,536
                                                            -----------   -----------     -----------
                                                               (156,862)   21,634,755     (11,547,175)
Withdrawals by participants - common stock
 of Synovus Financial Corp. at market value
 (356,420 shares in 2001, 977,291 shares
 in 2000, and 653,778 shares in 1999)
 (note 5)                                                    (9,715,476)  (17,933,043)    (13,533,548)
                                                            -----------   -----------     -----------
     (Decrease) increase in Plan
      equity for the year                                    (9,872,338)    3,701,712     (25,080,723)
Plan equity at beginning of year                             71,972,987    68,271,275      93,351,998
                                                            -----------   -----------     -----------
Plan equity at end of year                                  $62,100,649    71,972,987      68,271,275
                                                            ===========   ===========     ===========
</TABLE>
See accompanying notes to financial statements.

                                       3
<PAGE>

                             SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2001, 2000, and 1999




(1)    Description of the Plan

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

       Synovus serves as the Plan  administrator.  State Street Bank and Trust
       Company  serves as the Plan agent, 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 cash
       contributions, automatic transfers of contributions from their designated
       demand deposit accounts, or a combination thereof. Prior to October 1,
       2000, participant contributions could not exceed $1,000 per calendar
       quarter. Effective October 1, 2000, participant contributions cannot
       exceed $5,000 per calendar quarter. Matching contributions to the Plan
       are to be made by the participating companies in an amount equal to
       one-half of each participant's contribution. All contributions to the
       Plan vest immediately.

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

       The Plan provides that upon termination of participation in the Plan,
       each former participant will receive the shares of Synovus common stock
       held on his behalf by the Agent, together with a check for any fractional
       share interest and any remaining cash balance. A participant who
       terminates his participation in the Plan may not reenter the Plan until
       the expiration of a six-month waiting period.

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

       Synovus expects to maintain the Plan indefinitely, but reserves the right
       to terminate or amend the Plan at any time, provided, however, that no
       termination or amendment shall affect or diminish any participant's right
       to the benefit of contributions made by him or the Participating
       Companies prior to the date of such amendment or termination.

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

(2)    Summary of Accounting Policies

       The investment in Synovus common stock is stated at market value, which
       is based on the closing price at year-end obtained by using market
       quotations on the principal public exchange market for which such
       security is traded. The December 31, 2001 and 2000 market values were
       $25.05 and $26.938 per share, respectively.

                                      4                              (Continued)

                             SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2001, 2000, and 1999


       The realized gain on distributions to participants is determined by
       computing the difference between the average cost per share and the
       market value per share at the date of the distribution to the
       participants.

       Dividend income is accrued on the record date.

       Contributions by participants and Participating Companies, as well as
       withdrawals, are accounted for on the accrual basis.

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

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United States of America 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.


                                       5                             (Continued)
<PAGE>


                            SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                         Notes to Financial Statements
                       December 31, 2001, 2000, and 1999

(3) Contributions

    Contributions by Participating Companies and by participants are as follows:

<TABLE>
<CAPTION>
                                               2001                     2000                  1999
                                     -------------------------  ----------------------  ---------------------
  Participating company                 Company    Participants  Company  Participants  Company  Participants
- ---------------------------------    -----------  -------------  -------  ------------  -------  ------------
<S>                                  <C>          <C>            <C>      <C>           <C>         <C>
  Synovus Financial Corp.             $   168,334     336,667      69,000     138,000      29,500      59,000
  Columbus Bank and Trust Company          88,668     177,332      90,668     181,499     107,838     215,645
  Commercial Bank and Trust
   Company of Troup County                 28,667      57,333      28,667      57,333      29,500      59,000
  Commercial Bank of Thomasville           24,000      48,000      23,000      46,000      21,000      42,000
  Security Bank and Trust Company
   of Albany                               39,000      78,000      38,667      77,333      34,000      68,000
  Sumter Bank and Trust Company            21,000      42,000      22,667      45,333      28,500      57,000
  The Coastal Bank of Georgia              37,834      75,666      37,334      74,666      36,000      72,000
  First State Bank and Trust Company       26,000      52,000      23,000      46,000      19,000      38,000
  Bank of Hazlehurst                       16,000      32,000      13,833      27,667      16,000      32,000
  Cohutta Banking Company                  13,334      26,666      13,333      26,667      12,500      25,000
  Bank of Coweta                           25,500      51,000      25,000      50,000      27,000      54,000
  Citizens Bank and Trust of West Georgia  38,556      77,111      39,334      78,666      40,000      80,000
  First Community Bank of Tifton           21,000      41,999      24,000      48,000      24,000      48,000
  The Quincy State Bank                    27,334      54,666      22,834      45,666      18,000      36,000
  Community Bank & Trust of Southeast
   Alabama                                 16,500      33,000      14,500      29,000      22,500      45,000
  CB&T Bank of Middle Georgia              25,667      51,333      24,778      49,555      26,400      52,800
  First Coast Community Bank               17,834      35,666      17,334      34,666      18,056      36,111
  CB&T Bank of Russell County              12,112      24,222      12,890      25,778      13,332      26,666
  Sea Island Bank                          24,667      49,333      24,945      49,889      20,834      41,666
  Citizens First Bank                      22,834      45,666      23,000      46,000      24,667      49,333
  Athens First Bank and Trust Co.          24,000      48,000      22,500      45,000      15,000      33,000
  Vanguard Bank and Trust                  18,500      37,000      20,000      40,000      20,000      40,000
  Bank of Pensacola                        22,556      45,111      19,833      39,667      18,000      36,000
  First Commercial Bank of Birmingham      24,667      49,333      24,000      48,000      26,000      51,999
  The Bank of Tuscaloosa                   39,000      78,000      36,001      72,000      36,833      73,666
  Sterling Bank                            24,000      47,999      22,500      45,000      22,000      44,000
  First National Bank of Jasper            22,667      45,333      22,278      44,555      18,667      37,334
  First Commercial Bank of Huntsville      25,334      50,666      24,834      49,666      22,056      44,667
  Tallahassee State Bank                   10,000      20,000      10,667      21,333      12,000      24,000
  Peachtree National Bank                  25,000      50,000      26,000      52,000      28,000      56,000
  Citizens Bank of Fort Valley             10,667      21,333      10,667      21,333      11,667      23,333
  The Citizens Bank of Cochran              8,278      16,555       4,055       8,111       4,666       9,333
  Charter Bank and Trust Co.               15,667      31,333      12,000      24,000          --          --
  Citizens & Merchants State Bank          24,500      49,000      23,667      47,333      24,000      48,000
  The National Bank of South Carolina      37,667      75,333      37,000      74,000      38,834      77,666
  Bank of North Georgia                    41,100      82,200      34,167      68,333      30,200      60,400
  Georgia Bank & Trust                      6,667      13,333       5,515      12,626       2,986       6,000
  Synovus Trust Company                     2,000       4,000       2,000       4,000       1,000       2,000
                                      -----------  ------------- --------  ------------  -------  ------------
     Total contributions              $ 1,077,111   2,154,189     946,468   1,894,675     900,536   1,804,619
                                      ===========  ============= ========  ============  =======  ============
</TABLE>

                                       6

<PAGE>

                            SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                         Notes to Financial Statements

                       December 31, 2001, 2000, and 1999


(4)    Unrealized Appreciation (Depreciation) of Synovus Common Stock

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

<TABLE>
<CAPTION>
                                                                  2001                  2000                   1999
                                                           -------------------   --------------------   --------------------
<S>                                                        <C>                   <C>                    <C>
      Unrealized appreciation at end of year            $        42,142,576            53,933,055             48,339,919
      Unrealized appreciation at beginning of year               53,933,055            48,339,919             73,921,444
                                                           -------------------   --------------------   --------------------

      Unrealized (depreciation) appreciation for the
          year                                          $       (11,790,479)            5,593,136            (25,581,525)
                                                           ==================    ====================   ====================

</TABLE>

(5)    Realized Gain on Withdrawal Distributions to Participants

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

<TABLE>
<CAPTION>
                                                                  2001                  2000                   1999
                                                           -------------------   --------------------   --------------------
<S>                                                        <C>                   <C>                    <C>
      Market value at date of distribution or
          redemption of shares of Synovus common stock  $         9,715,476            17,933,043             13,533,548
      Less cost (computed on an average cost basis)
          of shares of Synovus common stock
          distributed or redeemed                                 2,573,232             5,956,164              3,478,048
                                                           -------------------   --------------------   --------------------

                                                        $         7,142,245            11,976,879             10,055,500
                                                           ===================   ====================   ====================
</TABLE>


                                       7

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
