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<SEC-DOCUMENT>0000018349-03-000025.txt : 20030422
<SEC-HEADER>0000018349-03-000025.hdr.sgml : 20030422
<ACCEPTANCE-DATETIME>20030422152321
ACCESSION NUMBER:		0000018349-03-000025
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030422

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:		03658343

	BUSINESS ADDRESS:	
		STREET 1:		901 FRONT AVENUE
		STREET 2:		STE 202 PO BOX 120
		CITY:			COLUMBUS
		STATE:			GA
		ZIP:			31901
		BUSINESS PHONE:		7066494818

	MAIL ADDRESS:	
		STREET 1:		901 FRONT AVE
		STREET 2:		STE 202 PO 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 10-K/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, 2002 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. [ ]

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

         As of February 17, 2003, 300,449,238 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding. The aggregate market
value of the shares of $1.00 par value common stock of Synovus Financial Corp.
held by nonaffiliates on December 31, 2002 was approximately $6,323,807,000
(based upon the closing share price of such stock on June 28, 2002).

         Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 21, 2003 are incorporated in Parts I, II, III and IV of this report.


<PAGE>

         The undersigned registrant hereby amends Item 15 of its Annual
Report on Form 10-K for the year ended December 31, 2002 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, 2002 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, 2002 as set forth below and in the
attached exhibits.

                                     Part IV

Item 15.  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-26 and F-28
                  of the Financial Appendix to Synovus' Proxy Statement in
                  response to Item 8, Part II, Financial Statements and
                  Supplementary Data.

                      Consolidated Balance Sheets - December 31, 2002 and 2001

                      Consolidated Statements of Income - Years Ended December
                      31, 2002, 2001 and 2000

                      Consolidated Statements of Changes in Shareholders' Equity
                      - Years Ended December 31, 2002, 2001 and 2000

                      Consolidated Statements of Cash Flows - Years Ended
                      December 31, 2002, 2001 and 2000

                      Notes to Consolidated Financial Statements - December 31,
                      2002, 2001 and 2000

                      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.

              3.  Exhibits

                                       2
<PAGE>


              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-4
                    filed with the Securities and Exchange Commission on January
                    16, 2003 (File No. 333-102370).

              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
                    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 Commission on March 21, 2002.

              10.5  Synovus Financial Corp. Deferred Stock Option Plan
                    incorporated by reference to Exhibit 10.5 of Synovus' Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    2001, as filed with the Commission on March 21, 2002.

                                       3
<PAGE>

              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.

              10.7  Synovus Financial Corp. Directors' Deferred Compensation
                    Plan incorporated by reference to Exhibit 10.7 of Synovus'
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 2001, as filed with the Commission on March 21,
                    2002.

              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.

                                       4
<PAGE>

              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.

              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 incorporated by reference to
                    Exhibit 10.17 of Synovus' Annual Report on Form 10-K for the
                    fiscal year ended December 31, 2001, as filed with the
                    Commission on March 21, 2002.

              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.

                                       5
<PAGE>

              20.1  Proxy Statement, including Financial Appendix, for the
                    Annual Meeting of Shareholders of Synovus to be held on
                    April 24, 2003, certain specified pages of which are
                    specifically incorporated herein by reference.

              21.1  Subsidiaries of Synovus Financial Corp.

              23.1* Independent Auditors' Consents.

              24.1  Powers of Attorney contained on the signature pages of the
                    2002 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,
                    2002.

              99.2* Annual Report on Form 11-K for the Synovus Financial Corp.
                    Director Stock Purchase Plan for the year ended December 31,
                    2002.

              99.3* Certification of Chief Executive Officer pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002.

              99.4* Certification of Chief Financial Officer pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002.

              *Filed herewith.

         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 15, 2002, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the third
quarter of 2002.

Filings\snv\11knew.doc

                                        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 22, 2003
                                            By:/s/James H. Blanchard
                                               --------------------------------
                                               James H. Blanchard,
                                               Chairman of the Board and
                                               Principal Executive Officer






                                       7
<PAGE>




                    Certification of Chief Executive Officer

I, James H. Blanchard, certify that:

1.       I have reviewed this Amendment No. 1 to the annual report on Form 10-K
         of Synovus Financial Corp.;

2.       Based on my knowledge, this annual 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 annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)     designed such disclosure controls and procedures 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
                annual report is being prepared;

         b)     evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this annual report (the "Evaluation Date"); and

         c)     presented in this annual report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)     all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

         b)     any fraud, whether or not material, that involves management or

                                       8
<PAGE>

                other employees who have a significant role in the registrant's
                internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:  April 22, 2003                      /s/James H. Blanchard
                                           -------------------------------------
                                              James H. Blanchard
                                              Chief Executive Officer










                                       9
<PAGE>





                    Certification of Chief Financial Officer

I, Thomas J. Prescott,  certify that:

1.       I have reviewed this Amendment No. 1 to the annual report on Form 10-K
         of Synovus Financial Corp.;

2.       Based on my knowledge, this annual 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 annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)     designed such disclosure controls and procedures 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
                annual report is being prepared;

         b)     evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this annual report (the "Evaluation Date"); and

         c)     presented in this annual report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)     all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

                                       10

<PAGE>



         b)     any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:  April 22, 2003                      /s/Thomas J. Prescott
                                           -------------------------------------
                                              Thomas J. Prescott
                                              Chief Financial Officer












                                       11

                                INDEX TO EXHIBITS

Exhibit
Number        Description

23.1          Independent 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, 2002.

99.2          Annual Report on Form 11-K for the Synovus Financial Corp.
              Director Stock Purchase Plan for the year ended
              December 31, 2002.

99.3          CEO Certification

99.4          CFO Certification

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>ex231.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENTS
<TEXT>
                                  Exhibit 23.1

                          Independent Auditors' Consent


The Board of Directors
Synovus Financial Corp.:


We consent to the incorporation by reference in the Registration Statements (No.
2-93472 and 33-60473) on Form S-8 of Synovus Financial Corp. of our report dated
April 11, 2003, relating to the statements of financial condition of the Synovus
Financial Corp. Employee Stock Purchase Plan as of December 31, 2002 and 2001,
and the related statements of operations and changes in plan equity for each of
the years in the three-year period ended December 31, 2002, which report appears
in the December 31, 2002 annual report on Form 11-K of the Synovus Financial
Corp. Employee Stock Purchase Plan, included as Exhibit 99.1 to the December 31,
2002 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.



                                            /s/KPMG LLP

Atlanta, Georgia
April 21, 2003

<PAGE>




                          Independent Auditors' Consent


The Board of Directors
Synovus Financial Corp.:


We consent to the incorporation by reference in the Registration Statements (No.
2-94639 and 33-60475) on Form S-8 of Synovus Financial Corp. of our report dated
April 11, 2003, relating to the statements of financial condition of the Synovus
Financial Corp. Director Stock Purchase Plan as of December 31, 2002 and 2001,
and the related statements of operations and changes in plan equity for each of
the years in the three-year period ended December 31, 2002, which report appears
in the December 31, 2002 annual report on Form 11-K of the Synovus Financial
Corp. Director Stock Purchase Plan, included as Exhibit 99.2 to the December 31,
2002 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.


                                               /s/KPMG LLP


Atlanta, Georgia
April 21, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex991.txt
<DESCRIPTION>FORM 11-K FOR THE SYNOVUS EMPLOYEE STOCK PURCHASE PLAN
<TEXT>
                                  Exhibit 99.1

                                    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, 2002
                          ------------------------------------------------------
                                                     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

















                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                              Financial Statements

                        December 31, 2002, 2001, and 2000

                   (With Independent Auditors' Report Thereon)





                          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, 2002 and
2001, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 2002. 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, 2002 and 2001, 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, 2002 in conformity with accounting
principles generally accepted in the United States of America.

April 11, 2003
                                            /s/KPMG LLP






                            SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                        Statements of Financial Condition

                           December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                         2002             2001
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
                         ASSETS

Common stock of Synovus Financial Corp. at market value -
  2,507,469 shares (cost $41,725,679) in 2002 and
  2,490,767 shares (cost $36,757,923) in 2001 (note 2)               $ 48,644,895       62,368,026
Dividends receivable                                                      370,175          317,735
Cash                                                                      502,514          482,005
                                                                     ------------     ------------
                                                                     $ 49,517,584       63,167,766
                                                                     ============     ============
                LIABILITIES AND PLAN EQUITY

Plan equity (4,577 and 5,426 participants in 2002 and 2001,
  respectively)                                                      $ 49,517,584       63,167,766
                                                                     ============     ============
</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, 2002, 2001, and 2000

<TABLE>
<CAPTION>
                                                           2002            2001           2000
                                                       -------------   ------------   ------------
<S>                                                    <C>             <C>            <C>
Dividend income                                        $   1,452,578      1,279,615      1,186,878
Realized gain on distributions to
  participants (note 5)                                    5,036,924      9,056,709      5,171,516
Unrealized (depreciation) appreciation of common
  stock of Synovus Financial Corp. (note 4)              (18,690,887)   (13,549,202)    14,166,917
Contributions (notes 1 and 3):
  Participants                                             7,991,626      7,392,598      6,620,926
  Participating employers                                  3,995,292      3,697,695      3,307,572
                                                       -------------   ------------   ------------
                                                            (214,467)     7,877,415     30,453,809

Withdrawals by participants - common stock of
  Synovus Financial Corp. at market value
  (531,105 shares in 2002, 627,031 shares in 2001,
  and 655,064 shares in 2000) - (note 5)                 (13,435,715)   (17,437,311)   (12,738,838)
                                                       -------------   ------------   ------------
            (Decrease) increase in Plan equity
              for the year                               (13,650,182)    (9,559,896)    17,714,971

Plan equity at beginning of year                          63,167,766     72,727,662     55,012,691
                                                       -------------   ------------   ------------
Plan equity at end of year                             $  49,517,584     63,167,766     72,727,662
                                                       =============   ============   ============
</TABLE>

See accompanying notes to financial statements.

                                        3


                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2002, 2001, and 2000

(1)    DESCRIPTION OF THE PLAN

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

       Synovus serves as the Plan administrator. Prior to August 1, 2002, the
       Plan agent was State Street Bank and Trust Company. Effective August 1,
       2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred
       to as "Agent."

       Through June 30, 2002, all employees who worked twenty hours per week or
       more were eligible to participate in the Plan after completing three
       months of continuous employment prior to the beginning of a calendar
       quarter. Effective July 1, 2002, the Plan was amended to allow employees
       who work twenty hours per week or more to become eligible to participate
       in the plan on the first payroll date after completing three months of
       continuous employment.

       The Plan also permits a participant who has successfully completed the
       State of Georgia's Intellectual Capital Partnership Program (ICAPP) to
       begin participation in the Plan immediately upon the participant's
       commencement of employment with a Participating Employer. 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.

       Participants contribute to the Plan through payroll deductions as a
       percentage of compensation. The maximum contribution ranges from 3% to 7%
       of compensation, based on years of service. Through June 30, 2002, the
       minimum contribution percentage was 0.5% of compensation. Effective July
       1, 2002, the minimum allowable contribution is 1% of compensation.
       Matching contributions to the Plan are to be made by the Participating
       Employers in an amount equal to one-half of each participant's
       contribution. All contributions to the Plan vest immediately.

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

       The Plan provides that each participant may withdraw at any time all or
       some of his account balance. The participant may elect to receive the
       proceeds in the form of shares of common stock of Synovus or in a
       lump-sum cash distribution. Prior to January 23, 2002, participants who
       had previously withdrawn shares from their Plan account remained eligible
       to participate, but with certain exceptions were precluded from receiving
       matching contributions from the Participating Employers for a specified
       period of time. Effective January 23, 2002, the Plan was amended to
       remove the above mentioned restriction on receiving matching
       contributions upon a withdrawal of shares from the Plan.

       Synovus expects to maintain the Plan indefinitely, but reserves the right
       to terminate or amend the Plan at any time, provided, however, that no
       termination or amendment shall affect or diminish any participant's

                                                                     (Continued)

                                        4


                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                          Notes to Financial Statements

                       December 31, 2002, 2001, and 2000

       right to the benefit of contributions made by him or his 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 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, 2002 and 2001 market values were
       $19.40 and $25.05 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.

                                                                     (Continued)

                                        5


                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                          Notes to Financial Statements

                       December 31, 2002, 2001, and 2000

(3)    CONTRIBUTION

       Contributions by Participating Employers and by participants are as
       follows:

<TABLE>
<CAPTION>
                                                     2002                           2001                          2000
                                         ----------------------------   ----------------------------   -----------------------------
                                         PARTICIPATING                  PARTICIPATING                  PARTICIPATING
      PARTICIPATING EMPLOYERS              EMPLOYERS     PARTICIPANTS     EMPLOYERS     PARTICIPANTS     EMPLOYERS     PARTICIPANTS
- ---------------------------------------  -------------   ------------   -------------   ------------   -------------   ------------
<S>                                      <C>             <C>            <C>             <C>            <C>             <C>
Synovus Financial Corp.                  $     754,288     1,510,390        659,656      1,321,014         238,201        476,402
Columbus Bank and Trust Company                333,828       667,614        320,172        640,925         371,061        743,835
Commercial Bank and Trust Company
   of Troup County                              34,908        69,809         32,457         65,011          32,623         65,559
Commercial Bank of Thomasville                  52,010       104,012         49,355         98,706          48,416         96,828
Security Bank and Trust Company
   of Albany                                    48,014        95,965         55,350        110,693          53,011        106,014
Sumter Bank and Trust Company                   40,832        81,660         36,629         73,269          34,401         68,844
The Coastal Bank of Georgia                     47,833        95,661         47,173         94,787          47,588         95,620
First State Bank and Trust Company              39,685        79,362         39,028         78,397          41,102         82,591
Bank of Hazlehurst                              15,477        30,952         16,168         32,421          15,717         31,431
Cohutta Banking Company                         40,439        80,872         35,579         71,204          33,176         66,346
Bank of Coweta                                  55,863       111,718         54,907        109,805          59,053        118,363
Citizens Bank & Trust of West Georgia           86,381       172,749         83,006        165,999          77,841        155,672
Synovus Securities, Inc.                       187,350       374,689        164,216        329,372         131,227        262,198
The Quincy State Bank                           30,276        60,548         29,761         59,516          29,993         59,980
Community Bank and Trust of
   Southeast Alabama                            24,485        48,966         24,296         48,588          26,697         53,504
Tallahassee State Bank                          21,436        42,869         21,330         42,655          18,463         36,924
CB&T Bank of Middle Georgia                     41,018        82,031         36,272         72,968          40,387         80,767
First Community Bank of Tifton                  40,694        81,382         38,078         76,782          38,497         77,252
Synovus Technologies, Inc.                          --            --             --             --         189,541        379,644
CB&T Bank of Russell County                     34,326        68,647         35,272         70,540          34,066         68,127
Sea Island Bank                                 35,718        71,429         42,077         77,746          37,820         75,636
Citizens First Bank                             41,777        83,547         39,006         78,109          36,365         72,724
First Coast Community Bank                      24,932        49,861         20,358         41,329          19,329         38,655
Bank of Pensacola                               76,836       153,334         38,046         76,086          34,604         69,203
Vanguard Bank and Trust                         65,984       131,956         63,060        127,072          53,102        106,896
The National Bank of Walton County              37,535        75,064         36,448         72,890          37,635         75,266
Athens First Bank & Trust Co.                  139,416       278,815        131,285        262,557         124,251        248,493
The Citizens Bank of Fort Valley                18,380        36,757         15,623         31,244          14,337         28,714
The Citizens Bank of Cochran                    10,158        20,314         10,789         21,578          10,306         20,610
First Commercial Bank of Birmingham            124,945       249,877        109,881        219,761         101,537        203,061
First National Bank of Jasper                   84,556       169,098         83,830        167,647          81,383        162,411
Sterling Bank                                   34,570        69,135         32,077         64,149          32,318         64,632
The Bank of Tuscaloosa                          43,352        86,697         44,183         88,359          43,140         86,273
First Commercial Bank of Huntsville             43,909        87,812         39,329         78,652          34,762         69,520
Peachtree National Bank                         48,987        97,967         48,824         97,642          45,444         91,014
Synovus Mortgage Corp.                         217,767       435,517        198,435        392,059         106,690        212,478
Citizens & Merchants State Bank                 25,424        50,845         27,189         54,374          31,469         62,933
Synovus Trust Company                          161,567       323,119        138,387        277,526         131,951        264,359
Synovus Service Corp.                               --            --             --             --         195,237        392,609
The National Bank of South Carolina            253,789       507,539        247,187        494,371         231,542        462,991
Bank of North Georgia                          248,713       497,407        205,409        410,911         131,570        263,127
Georgia Bank & Trust                            34,056        68,107         28,504         57,002          26,223         52,440
Synovus Trust Company of Florida                12,456        24,911          9,755         19,509           7,633         15,266
Synovus Trust Company of Alabama                27,780        55,557         27,914         55,827          15,384         30,768
Charter Bank and Trust Co.                      40,056        80,106         42,226         84,446          42,034         84,064
Merit Leasing Corp.                              2,855         5,710          3,046          6,091           1,491          2,982
Mountain National Bank                          38,291        76,577         36,096         72,187          33,733         67,462
Total Technology Ventures                        3,029         6,057          3,006          6,012           2,562          5,125
ProCard                                         85,369       170,731         90,082        180,078          42,947         85,893
Synovus Insurance of Georgia                    10,461        20,921          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                        44,812        89,621         16,237         32,472              --             --
GLOBALT, Inc.                                   18,284        36,567             --             --              --             --
Machinery Leasing Co., Inc.                        654         1,314             --             --              --             --
The Bank of Nashville                            9,731        19,461             --             --              --             --
                                         -------------     ---------      ---------      ---------       ---------      ---------
            Total contributions          $   3,995,292     7,991,626      3,697,695      7,392,598       3,307,572      6,620,926
                                         =============     ==========     =========      =========       =========      =========

</TABLE>

                                                                     (Continued)

                                        6


                             SYNOVUS FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                          Notes to Financial Statements

                       December 31, 2002, 2001, and 2000

(4)    UNREALIZED (DEPRECIATION) APPRECIATION OF SYNOVUS COMMON STOCK

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

<TABLE>
<CAPTION>
                                                2002           2001          2000
                                            -------------   -----------   ----------
<S>                                         <C>             <C>           <C>
Unrealized appreciation at end of year      $   6,919,216    25,610,103   39,159,305
Unrealized appreciation at beginning
  of year                                      25,610,103    39,159,305   24,992,388
                                            -------------   -----------   ----------
Unrealized appreciation (depreciation)
  for the year                              $ (18,690,887)  (13,549,202)  14,166,917
                                            =============   ===========   ==========
</TABLE>

(5)    REALIZED GAIN ON WITHDRAWAL DISTRIBUTIONS TO PARTICIPANTS

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

<TABLE>
<CAPTION>
                                                2002           2001          2000
                                            -------------   -----------   ----------
<S>                                         <C>             <C>           <C>
Market value at dates of distribution or
 redemption of shares of Synovus
 common stock                               $  13,435,715    17,437,311   12,738,838
Less cost (computed on an average cost
 basis) of shares of Synovus common
 stock distributed or redeemed                  8,398,791     8,380,602    7,567,322
                                            -------------   -----------   ----------
             Total realized gain            $   5,036,924     9,056,709    5,171,516
                                            =============   ===========   ==========
</TABLE>

                                        7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>ex992.txt
<DESCRIPTION>FORM 11-K FOR THE SYNOVUS DIRECTOR STOCK PURCHASE PLAN
<TEXT>
                                  Exhibit 99.2

                                    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, 2002
                          ------------------------------------------------------
                                                         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















                            SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                              Financial Statements

                        December 31, 2002, 2001, and 2000

                   (With Independent Auditors' Report Thereon)




                          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, 2002 and
2001, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 2002. 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, 2002 and 2001, 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, 2002 in conformity with accounting
principles generally accepted in the United States of America.

April 11, 2003
                                           /s/KPMG LLP



                            SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                        Statements of Financial Condition

                           December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                        2002             2001
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
                          ASSETS

Common stock of Synovus Financial Corp. at market value -
  2,506,568 shares (cost $22,782,686) in 2002 and
  2,466,983 shares (cost $19,655,351) in 2001 (note 2)               $ 48,627,422       61,797,927
Dividends receivable                                                      356,126          302,722
                                                                     ------------     ------------
                                                                     $ 48,983,548       62,100,649
                                                                     ============     ============
                LIABILITIES AND PLAN EQUITY

Plan equity (567 and 539 participants in 2002 and 2001,
  respectively)                                                      $ 48,983,548       62,100,649
                                                                     ============     ============
</TABLE>

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, 2002, 2001, and 2000

<TABLE>
<CAPTION>
                                                           2002            2001           2000
                                                       -------------   ------------   ------------
<S>                                                    <C>             <C>            <C>
Dividend income                                        $   1,416,585      1,260,072      1,223,597
Realized gain on distributions to participants
  (note 5)                                                 2,566,158      7,142,245     11,976,879
Unrealized (depreciation) appreciation of common
  stock of Synovus Financial Corp. (note 4)              (16,297,840)   (11,790,479)     5,593,136
Contributions (notes 1 and 3):
  Participants                                             2,147,462      2,154,189      1,894,675
  Synovus Financial Corp. and participating
    subsidiaries                                           1,073,731      1,077,111        946,468
                                                       -------------   ------------   ------------
                                                          (9,093,904)      (156,862)    21,634,755

Withdrawals by participants - common stock
  of Synovus Financial Corp. at market value
  (167,638 shares in 2002, 356,420 shares
  in 2001, and 977,291 shares in 2000) (note 5)           (4,023,197)    (9,715,476)   (17,933,043)
                                                       -------------   ------------   ------------
             (Decrease) increase in Plan equity
                for the year                             (13,117,101)    (9,872,338)     3,701,712

Plan equity at beginning of year                          62,100,649     71,972,987     68,271,275
                                                       -------------   ------------   ------------
Plan equity at end of year                             $  48,983,548     62,100,649     71,972,987
                                                       =============   ============   ============

</TABLE>

See accompanying notes to financial statements.

                                        3


                             SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2002, 2001, and 2000

(1)    DESCRIPTION OF THE PLAN

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

       Synovus serves as the plan administrator. Prior to August 1, 2002, the
       Plan agent was State Street Bank and Trust Company. Effective August 1,
       2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred
       to as "Agent."

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

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

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

       The Plan provides that upon termination of participation in the Plan,
       each former participant will receive, at his discretion, the full number
       of shares of Synovus common stock held on his behalf by the Agent,
       together with a check for any fractional share interest, or a lump-sum
       cash distribution for the proceeds of the sale of all shares held by the
       Agent on his behalf. A participant who terminates his participation in
       the Plan may not reenter the Plan until the expiration of a six-month
       waiting period.

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

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

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

                                                                     (Continued)

                                        4


                             SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2002, 2001, and 2000

(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, 2002 and 2001 market values were
       $19.40 and $25.05 per share, respectively.

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

       Dividend income is accrued on the record date.

       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.

                                                                     (Continued)

                                        5


                             SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                          Notes to Financial Statements

                        December 31, 2002, 2001, and 2000

(3)    CONTRIBUTIONS

       Contributions by Participating Companies and by participants are as
       follows:

<TABLE>
<CAPTION>
                                                     2002                           2001                          2000
                                         ----------------------------   ----------------------------   -----------------------------
                                         PARTICIPATING                  PARTICIPATING                  PARTICIPATING
      PARTICIPATING COMPANY                COMPANIES     PARTICIPANTS     COMPANIES     PARTICIPANTS     COMPANIES     PARTICIPANTS
- ---------------------------------------  -------------   ------------   -------------   ------------   -------------   ------------
<S>                                      <C>             <C>            <C>             <C>            <C>             <C>
Synovus Financial Corp.                  $     149,667       299,334        168,334        336,667         69,000          138,000
Columbus Bank and Trust Company                 83,000       166,000         88,668         77,332         90,668          181,499
Commercial Bank and Trust
   Company of Troup County                      28,667        57,334         28,667         57,333         28,667           57,333
Commercial Bank of Thomasville                  24,000        48,000         24,000         48,000         23,000           46,000
Security Bank and Trust Company of
   Albany                                       36,000        72,000         39,000         78,000         38,667           77,333
Sumter Bank and Trust Company                   24,000        48,000         21,000         42,000         22,667           45,333
The Coastal Bank of Georgia                     42,000        84,000         37,834         75,666         37,334           74,666
First State Bank and Trust Company              29,000        58,000         26,000         52,000         23,000           46,000
Bank of Hazlehurst                              15,000        30,000         16,000         32,000         13,833           27,667
Cohutta Banking Company                         12,722        25,444         13,334         26,666         13,333           26,667
Bank of Coweta                                  22,000        44,000         25,500         51,000         25,000           50,000
Citizens Bank and Trust of West Georgia         35,334        70,668         38,556         77,111         39,334           78,666
First Community Bank of Tifton                  22,500        45,000         21,000         41,999         24,000           48,000
The Quincy State Bank                           24,166        48,332         27,334         54,666         22,834           45,666
Community Bank & Trust of Southeast
   Alabama                                      19,500        39,000         16,500         33,000         14,500           29,000
CB&T Bank of Middle Georgia                     26,833        53,667         25,667         51,333         24,778           49,555
First Coast Community Bank                      16,608        33,217         17,834         35,666         17,334           34,666
CB&T Bank of Russell County                     11,833        23,667         12,112         24,222         12,890           25,778
Sea Island Bank                                 24,167        48,333         24,667         49,333         24,945           49,889
Citizens First Bank                             22,000        44,000         22,834         45,666         23,000           46,000
Athens First Bank and Trust Co.                 21,500        43,000         24,000         48,000         22,500           45,000
Vanguard Bank and Trust                         22,000        44,000         18,500         37,000         20,000           40,000
Bank of Pensacola                               40,000        80,000         22,556         45,111         19,833           39,667
First Commercial Bank of Birmingham             27,667        55,333         24,667         49,333         24,000           48,000
The Bank of Tuscaloosa                          40,167        80,333         39,000         78,000         36,001           72,000
Sterling Bank                                   24,667        49,333         24,000         47,999         22,500           45,000
First National Bank of Jasper                   22,667        45,333         22,667         45,333         22,278           44,555
First Commercial Bank of Huntsville             27,056        54,112         25,334         50,666         24,834           49,666
Tallahassee State Bank                          11,833        23,667         10,000         20,000         10,667           21,333
Peachtree National Bank                         27,000        54,000         25,000         50,000         26,000           52,000
Citizens Bank of Fort Valley                    12,500        25,000         10,667         21,333         10,667           21,333
The Citizens Bank of Cochran                     8,167        16,333          8,278         16,555          4,055            8,111
Charter Bank and Trust Co.                      17,000        34,000         15,667         31,333         12,000           24,000
Citizens & Merchants State Bank                 16,000        32,000         24,500         49,000         23,667           47,333
The National Bank of South Carolina             36,166        72,333         37,667         75,333         37,000           74,000
Bank of North Georgia                           41,844        83,689         41,100         82,200         34,167           68,333
Georgia Bank & Trust                             7,000        14,000          6,667         13,333          5,515           12,626
Synovus Trust Company                            1,500         3,000          2,000          4,000          2,000            4,000
                                         -------------     ---------      ---------      ---------        -------        ---------
         Total contributions             $   1,073,731     2,147,462      1,077,111      2,154,189        946,468        1,894,675
                                         =============     =========      =========      =========        =======        =========
</TABLE>

                                                                     (Continued)

                                        6


                            SYNOVUS FINANCIAL CORP.
                          DIRECTOR STOCK PURCHASE PLAN

                         Notes to Financial Statements

                       December 31, 2002, 2001, and 2000


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

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

<TABLE>
<CAPTION>
                                                2002           2001          2000
                                            -------------   -----------   ----------
<S>                                         <C>             <C>           <C>
Unrealized appreciation at end of year      $  25,844,736    42,142,576   53,933,055
Unrealized appreciation at beginning
  of year                                      42,142,576    53,933,055   48,339,919
                                            -------------   -----------   ----------
Unrealized appreciation (depreciation)
  for the year                              $ (16,297,840)  (11,790,479)   5,593,136
                                            =============   ===========   ==========
</TABLE>



(5)    Realized Gain on Withdrawal Distrubutions to Participants

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

<TABLE>
<CAPTION>
                                                2002           2001          2000
                                            -------------   -----------   ----------
<S>                                         <C>             <C>           <C>
Market value at dates of distribution or
  redemption of shares of Synovus
  common stock                              $   4,023,197     9,715,476   17,933,043
Less cost (computed on an average cost
  basis) of shares of Synovus common
  stock distributed or redeemed                 1,457,039     2,573,231    5,956,164
                                            -------------   -----------   ----------
           Total realized gain              $   2,566,158     7,142,245   11,976,879
                                            =============   ===========   ==========
</TABLE>

                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>ex993.txt
<DESCRIPTION>CERTIFICATION CEO
<TEXT>
                                  Exhibit 99.3

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------

I, James H. Blanchard, Chief Executive Officer of Synovus Financial Corp. (the
"Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:

(1)      Amendment No. 1 to the Annual Report on Form 10-K of the Company for
         the year ended December 31, 2002 (the "Report") fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934; and

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

         A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.


Dated: April 22, 2003                      /s/James H. Blanchard
                                           ------------------------------------
                                              James H. Blanchard
                                              Chief Executive Officer









SNV\Amend.-certify.doc

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>7
<FILENAME>ex994.txt
<DESCRIPTION>CERTIFICATION CFO
<TEXT>
                                  Exhibit 99.4

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------

I, Thomas J. Prescott, Chief Financial Officer of Synovus Financial Corp. (the
"Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:

(1)      Amendment No. 1 to the Annual Report on Form 10-K of the Company for
         the year ended December 31, 2002 (the "Report") fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934; and

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

         A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.


Dated: April 22, 2003                      /s/Thomas J. Prescott
                                           -------------------------------------
                                            Thomas J. Prescott
                                            Chief Financial Officer












SNV\Amend.-certify.doc

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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