Edgar Filing: SYNOVUS FINANCIAL CORP

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Synovus Financial Corp.
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[LOGO](R)
SYNOVUS(R)
FINANCIAL CORP.

JAMES H. BLANCHARD
CHAIRMAN OF THE BOARD
March 15, 2001

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders at
10:00 a.m. on Wednesday, April 25, 2001, in the South Hall of the Columbus,
Georgia Convention & Trade Center. Enclosed with this Proxy Statement are
your proxy card and the 2000 Annual Report.

We hope that you will be able to be with us and let us give you a review of
2000. Whether you own a few or many shares of stock and whether or not you plan
to attend in person, it is important that your shares be voted on matters that
come before the meeting. To make sure your shares are represented, we urge you
to vote promptly.

Thank you for helping us make 2000 a good year. We look forward to your
continued support in 2001 and another good year.

Sincerely yours,
/s/James H. Blanchard
JAMES H. BLANCHARD

Synovus Financial Corp. Post Office Box 120 Columbus, Georgia 31902-0120

SYNOVUS(R)
FINANCIAL CORP.

NOTICE OF THE 2001 ANNUAL MEETING OF SHAREHOLDERS

TIME............... 10:00 a.m. E.T.
Wednesday, April 25, 2001

PLACE.............. South Hall
Columbus, Georgia Convention & Trade Center
801 Front Avenue
Columbus, Georgia 31901

ITEMS OF BUSINESS.. (1) To elect eight directors to serve until the Annual
Meeting of Shareholders in 2004.

(2) To reapprove the Synovus Financial Corp. Executive
Bonus Plan.

(3) To transact such other business as may properly
come before the meeting and any adjournment thereof.

WHO MAY VOTE....... You can vote if you were a shareholder of record on
February 15, 2001.

ANNUAL REPORT...... A copy of the Annual Report is enclosed.

PROXY VOTING....... Your vote is important. Please vote in one of these ways:

1) Use the toll-free telephone number shown on the
proxy card;

2) Visit the web site listed on your proxy card; or

3) Mark, sign, date and promptly return the enclosed
proxy card in the postage-paid envelope provided.

/s/G. Sanders Griffith, III
G. SANDERS GRIFFITH, III
Secretary

Columbus, Georgia
March 15, 2001

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE VOTE YOUR SHARES PROMPTLY.

TABLE OF CONTENTS

Voting Information.............................................................1
Election of Directors..........................................................3
Board of Directors.............................................................6
Audit Committee Report.........................................................7
Directors' Compensation........................................................8
Executive Officers.............................................................9
Stock Ownership of Directors and Executive Officers............................9
Directors' Proposal to Reapprove the Synovus Financial Corp.
Executive Bonus Plan.....................................................11
Executive Compensation........................................................13
Stock Performance Graph.......................................................16
Compensation Committee Report on Executive Compensation.......................17
Compensation Committee Interlocks and
Insider Participation....................................................19
Transactions With Management..................................................20
Principal Shareholders........................................................21
Relationships Between Synovus, Columbus Bank, TSYS and
Certain of Synovus' Subsidiaries and Affiliates..........................24
Section 16(a) Beneficial Ownership Reporting Compliance.......................27
Independent Auditors..........................................................27
General Information:
Financial Information....................................................28
Shareholder Proposals for the 2002 Proxy Statement.......................28
Director Nominees or Other Business for Presentation
at the Annual Meeting...............................................28
Solicitation of Proxies..................................................28
Householding.............................................................28
Appendix A: Audit Committee Charter..........................................A-1
Financial Appendix...........................................................F-1

PROXY STATEMENT
VOTING INFORMATION

PURPOSE

This Proxy Statement and the accompanying proxy card are being mailed to
Synovus shareholders beginning March 15, 2001. The Synovus Board of Directors is
soliciting proxies to be used at the 2001 Annual Meeting of Synovus Shareholders
which will be held on April 25, 2001, at 10:00 a.m., in the South Hall of the
Columbus, Georgia Convention & Trade Center. Proxies are solicited to give all
shareholders of record an opportunity to vote on matters to be presented at the
Annual Meeting. In the following pages of this Proxy Statement, you will find
information on matters to be voted upon at the Annual Meeting of Shareholders or
any adjournment of that meeting.

WHO CAN VOTE

You are entitled to vote if you were a shareholder of record of Synovus
stock as of the close of business on February 15, 2001. Your shares can be voted
at the meeting only if you are present or represented by a valid proxy.

SHARES OUTSTANDING

A majority of the votes entitled to be cast by the holders of the
outstanding shares of Synovus stock must be present, either in person or
represented by proxy, in order to conduct the Annual Meeting of Synovus
Shareholders. On February 15, 2001, 285,356,720 shares of Synovus stock were
outstanding.

PROXY CARD

The Board has designated two individuals to serve as proxies to vote the
shares represented by proxies at the Annual Meeting of Shareholders.

If you sign the proxy card but do not specify how you want your shares to
be voted, your shares will be voted by the designated proxies in favor of the
election of all of the director nominees and in accordance with the directors'
recommendations on the other proposal listed on the proxy card. The designated
proxies will vote in their discretion on any other matter that may properly come
before the meeting. At the date the Proxy Statement went to press, we did not
anticipate that any other matters would be raised at the Annual Meeting.

VOTING OF SHARES

Holders of Synovus stock are entitled to ten votes on each matter submitted
to a vote of shareholders for each share of Synovus stock owned on February 15,
2001 which: (i) has had the same owner since February 15, 1997; (ii) was
acquired by reason of participation in a dividend reinvestment plan offered by
Synovus and is held by the same owner who acquired it under such plan; (iii) is
held by the same owner to whom it was issued as a result of an acquisition of a
company or business by Synovus where the resolutions adopted by Synovus' Board
of Directors approving the acquisition specifically grant ten votes per share;
(iv) was acquired under any employee, officer and/or director benefit plan
maintained for one or more employees, officers and/or directors of Synovus
and/or its subsidiaries, and is held by the same owner for whom it was acquired
under any such plan; (v) is held by the same owner to whom it was issued by
Synovus, or to whom it was transferred by Synovus from treasury shares, and the
resolutions adopted by Synovus' Board of Directors approving such issuance
and/or transfer specifically grant ten votes per share; (vi) was acquired as a
direct result of a stock split, stock dividend or other type of share
distribution if the share as to which it was distributed was acquired prior to,
and has been held by the same owner since, February 15, 1997; (vii) has been
owned continuously by the same shareholder for a period of 48 consecutive months
prior to the record date of any meeting of shareholders at which the share is
eligible to be voted; or (viii) is owned by a holder

who, in addition to shares which are owned under the provisions of (i)-(vii)
above, is the owner of less than 1,139,063 shares of Synovus stock (which amount
has been appropriately adjusted to reflect stock splits and with such amount to
be appropriately adjusted to properly reflect any other change in Synovus stock
by means of a stock split, a stock dividend, a recapitalization or otherwise).
Shareholders of shares of Synovus stock not described above are entitled to one
vote per share for each share. The actual voting power of each holder of shares
of Synovus stock will be based on information possessed by Synovus at the time
of the Annual Meeting.

As Synovus stock is registered with the Securities and Exchange Commission
and is traded on the New York Stock Exchange, Synovus stock is subject to the
provisions of an NYSE rule which, in general, prohibits a company's common stock
and equity securities from being authorized or remaining authorized for trading
on the NYSE if the company issues securities or takes other corporate action
that would have the effect of nullifying, restricting or disparately reducing
the voting rights of existing shareholders of the company. However, the rule
contains a "grandfather" provision, under which Synovus' ten vote provision
falls, which, in general, permits grandfathered disparate voting rights plans to
continue to operate as adopted. The number of votes that each shareholder will
be entitled to exercise at the Annual Meeting will depend upon whether each
share held by the shareholder meets the requirements which entitle one share of
Synovus stock to ten votes on each matter submitted to a vote of shareholders.
Shareholders of Synovus stock must complete the Certification on the proxy in
order for any of the shares represented by the proxy to be entitled to ten votes
per share. All shares entitled to vote and represented in person or by properly
completed proxies received before the polls are closed at the Annual Meeting,
and not revoked or superceded, will be voted in accordance with instructions
indicated on those proxies.

SHAREHOLDERS WHO DO NOT CERTIFY ON THEIR PROXY CARDS THAT THEY ARE ENTITLED TO
TEN VOTES PER SHARE WILL BE ENTITLED TO ONLY ONE VOTE PER SHARE.

Synovus Dividend Reinvestment and Direct Stock Purchase Plan: If you
participate in this Plan, your proxy card represents shares held in the Plan, as
well as shares you hold directly in certificate form registered in the same
name.

REQUIRED VOTES - ELECTION OF DIRECTOR NOMINEES

Directors are elected by a plurality of the votes, which means the eight
nominees who receive the largest number of properly executed votes will be
elected as directors. Cumulative voting is not permitted. Shares that are
represented by proxies which are marked "withhold authority" for the election of
one or more director nominees will not be counted in determining the number of
votes cast for those persons.

REQUIRED VOTES - OTHER MATTERS

The affirmative vote of a majority of the votes cast (in person or by
proxy and entitled to vote at the Annual Meeting) is needed to approve the
Synovus Executive Bonus Plan.

TABULATION OF VOTES

Under certain circumstances, brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned proxies to
the brokers (so-called "broker non-votes"). In such cases, and in cases where
the shareholder abstains from voting on a matter, those shares will be counted
for the purpose of determining if a quorum is present, but will not be included
in the vote totals with respect to those matters and, therefore, will have no
effect on the vote.

HOW YOU CAN VOTE

You may vote by proxy or in person at the meeting. To vote by proxy, you
may select one of the following options:

Vote By Telephone:

You can vote your shares by telephone by calling the toll-free telephone
number (at no cost to you) shown on your proxy card. Telephone voting is
available 24 hours a day, seven days a week. Easy-to-follow voice prompts allow
you to vote your shares and confirm that your instructions have been properly
recorded. Our telephone voting procedures are designed to authenticate the
shareholder by using individual control numbers. If you vote by telephone, you
do NOT need to return your proxy card.

Vote By Internet:

You can also choose to vote on the Internet. The web site for Internet
voting is shown on your proxy card. Internet voting is available 24 hours a day,
seven days a week. You will be given the opportunity to confirm that your
instructions have been properly recorded, and you can consent to view future
proxy statements and annual reports on the Internet instead of receiving them in
the mail. If you vote on the Internet, you do NOT need to return your proxy
card.

Vote By Mail:

If you choose to vote by mail, simply mark your proxy card, date and sign
it, sign the Certification and return it in the postage-paid envelope provided.

REVOCATION OF PROXY

If you vote by proxy, you may revoke that proxy at any time before it is
voted at the meeting. You may do this by (a) signing another proxy card with a
later date and returning it to us prior to the meeting, (b) voting again by
telephone or on the Internet prior to the meeting, or (c) attending the meeting
in person and casting a ballot.

COLUMBUS BANK AND TRUST COMPANY AND TOTAL SYSTEM SERVICES, INC.

Synovus is the owner of all of the issued and outstanding shares of common
stock of Columbus Bank and Trust Company(R)("Columbus Bank"). Columbus Bank owns
individually 80.8% of the outstanding shares of Total System Services, Inc.(R)
("TSYS(R)"), an electronic transaction processing company.

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
ALL NOMINEES.

NUMBER

At the date of this Proxy Statement, the Board of Directors of Synovus
consists of 17 members. As 20 board seats have been authorized by Synovus'
shareholders, Synovus has three directorships which remain vacant. These vacant
directorships could be filled in the future at the discretion of Synovus' Board
of Directors. This discretionary power gives Synovus' Board of Directors the
flexibility of appointing new directors in the periods between Synovus' Annual
Meetings should suitable candidates come to its attention. The Board is divided
into three classes whose terms are staggered so that the term of one class
expires at each Annual Meeting of Shareholders. The terms of office of the Class
I directors expire at the 2001 Annual Meeting, the terms of office of the Class
II directors expire at the 2002 Annual Meeting and the terms of office of the
Class III directors expire at the 2003 Annual Meeting. Eight director nominees
have been nominated for election as Class I directors at this meeting. Proxies
cannot be voted at the 2001 Annual Meeting for a greater number of persons than
the number of nominees named.

NOMINEES

The following nominees have been selected by the Corporate Governance
Committee and approved by the Board for submission to the shareholders:
James H. Blanchard, C. Edward Floyd, Gardiner W. Garrard, Jr., V. Nathaniel
Hansford, Alfred W. Jones III, H. Lynn Page, Robert V. Royall and
James D. Yancey.

The Board believes that each director nominee will be able to stand for
election. If any nominee becomes unable to stand for election, proxies in favor
of that nominee will be voted in favor of the remaining nominees and in favor of
any substitute nominee named by the Board upon the recommendation of the
Corporate Governance Committee. If you do not wish your shares voted for one or
more of the nominees, you may so indicate on the proxy.

MEMBERS OF THE BOARD OF DIRECTORS

Following is the principal occupation, age and certain other information
for each director nominee and other directors serving unexpired terms.

--------------------------------------------------------------------------------
Synovus Year
Director First
Classifi- Elected Principal Occupation
Name Age cation Director and Other Information
------------------------- ----- -------- ---------- -------------------------------------

Richard E. Anthony(1) 54 II 1993 Vice Chairman of the Board,
Synovus Financial Corp.; Chairman
of the Board, First Commercial Bank
of Birmingham (Banking Subsidiary
of Synovus)

Joe E. Beverly 59 II 1983 Chairman of the Board, Commercial
Bank, Thomasville, Georgia
(Banking Subsidiary of Synovus);
Director, Flowers Industries, Inc.

James H. Blanchard(2) 59 I 1972 Chairman of the Board and Chief
Executive Officer, Synovus Financial
Corp.; Chairman of the Executive
Committee, Total System Services,
Inc.; Director, BellSouth Corporation

Richard Y. Bradley 62 III 1991 Partner, Bradley & Hatcher (Law
Firm); Director, Total System
Services, Inc.

Walter M. Deriso, Jr.(3) 54 II 1997 Vice Chairman of the Board,
Synovus Financial Corp.; Chairman
of the Board, Security Bank and
Trust Company, Albany, Georgia
(Banking Subsidiary of Synovus)

C. Edward Floyd, M.D. 66 I 1995 Vascular Surgeon

Gardiner W. Garrard, Jr. 60 I 1972 President, The Jordan Company
(Real Estate Development); Director,
Total System Services, Inc.

V. Nathaniel Hansford(4) 57 I 1985 President, North Georgia College
and State University

John P. Illges, III 66 III 1997 Senior Vice President and Financial
Consultant, The Robinson-Humphrey
Company, Inc. (Stockbroker);
Director, Total System Services, Inc.

Alfred W. Jones III(5) 43 I 2001 Chairman of the Board and Chief Executive
Officer, Sea Island Company (Real Estate
Development and Mangement); Director,
Total System Services, Inc.

Mason H. Lampton 53 II 1993 Chairman of the Board and President,
The Hardaway Company and Chairman of the
Board, Standard Concrete Products
(Construction Companies);
Director, Total System Services, Inc.

Elizabeth C. Ogie(6) 50 II 1993 Director, W.C. Bradley Co. (Metal
Manufacturer and Real Estate)

H. Lynn Page 60 I 1978 Director, Synovus Financial
Corp., Columbus Bank and Trust
Company and Total System Services,
Inc.

Robert V. Royall 66 I 1995 Chairman of the Board, The National
Bank of South Carolina (Banking
Subsidiary of Synovus); Director, Blue
Cross Blue Shield of South Carolina

Melvin T. Stith 54 II 1998 Dean, College of Business, Florida
State University; Director,
Correctional Services Corp.

William B. Turner(6)(7) 78 III 1972 Chairman of the Executive
Committee, Columbus Bank and
Trust Company and Synovus
Financial Corp.; Advisory Director, W.
C. Bradley Co. (Metal Manufacturer
and Real Estate); Director,
Total System Services, Inc.

James D. Yancey(8) 59 I 1978 President and Chief Operating Officer, Synovus
Financial Corp.; Chairman of the Board,
Columbus Bank and Trust Company;
Director, Total System Services, Inc.
and Shoney's, Inc.

-------------

(1) Richard E. Anthony was elected Vice Chairman of Synovus in September 1995.
Prior to 1995, Mr. Anthony served, and continues to serve, as President of
Synovus Financial Corp. of Alabama and Chairman of the Board of First
Commercial Bank of Birmingham, both of which companies are subsidiaries of
Synovus.

(2) James H. Blanchard was elected Chairman of the Board of Synovus in April
1986. Prior to 1986, Mr. Blanchard served in various capacities with
Synovus, Columbus Bank and/or TSYS, including President of Synovus.

(3) Walter M. Deriso, Jr. was elected Vice Chairman of Synovus in January
1997. Prior to 1997, Mr. Deriso served as President of Security Bank and
Trust Company.

(4) V. Nathaniel Hansford was elected President of North Georgia College and
State University in July 1999. Prior to 1999, Mr. Hansford served as
Professor and Dean Emeritus of the University of Alabama School of Law.

(5) Alfred W. Jones III was elected as a director of Synovus on February 20,
2001 by Synovus' Board of Directors to fill a vacant Board seat.

(6) Elizabeth C. Ogie is William B. Turner's niece.

(7) William B. Turner was elected Chairman of the Executive Committee of
Synovus in April 1986. Prior to 1986, Mr. Turner served in various
capacities with Synovus and/or Columbus Bank, including Chairman of the
Board of both Synovus and Columbus Bank.

(8) James D. Yancey was elected President and Chief Operating Officer of
Synovus in April 1998. Prior to 1998, Mr. Yancey served in various
capacities with Synovus and/or Columbus Bank, including Vice Chairman of
the Board and President of both Synovus and Columbus Bank.

BOARD OF DIRECTORS

CORPORATE GOVERNANCE PHILOSOPHY

The business affairs of Synovus are managed under the direction of the
Board of Directors in accordance with the Georgia Business Corporation Code, as
implemented by Synovus' Articles of Incorporation and bylaws.

The role of the Board of Directors is to effectively govern the affairs of
Synovus for the benefit of its shareholders and other constituencies, which
include Synovus employees, customers and the communities in which it does
business. The Board strives to ensure the success and continuity of business
through the election of qualified management. It is also responsible for
ensuring that Synovus' activities are conducted in a responsible and ethical
manner. The Corporate Governance Committee conducts an annual review of
corporate governance procedures. A majority of Synovus' directors are
independent, nonemployee directors.

SUBMISSION OF DIRECTOR CANDIDATES

Shareholders who wish to suggest qualified candidates for consideration
as directors of Synovus by the Corporate Governance Committee should write to:
Corporate Secretary, Synovus Financial Corp., 901 Front Avenue, Suite 301,
Columbus, Georgia 31901, stating in detail the qualifications of such persons.

BOARD AND COMMITTEE MEETINGS

The Board of Directors held six meetings in 2000. All directors attended at
least 75% of Board and committee meetings held during their tenure during 2000,
except C. Edward Floyd who attended 67%. The average attendance by directors at
the aggregate number of Board and committee meetings they were scheduled to
attend was 93%.

COMMITTEES OF THE BOARD

Synovus' Board of Directors has four principal standing committees -- an
Executive Committee, an Audit Committee, a Corporate Governance Committee and a
Compensation Committee. The following table shows the membership of the various
committees.

--------------------------------------------------------------------------------

Executive Audit Corporate Governance Compensation
---------- ----- -------------------- -------------

William B. Turner, Chair John P. Illges, III, Chair Richard Y. Bradley, Chair Gardiner W. Garrard, Jr., Chair
James H. Blanchard H. Lynn Page C. Edward Floyd Mason H. Lampton
James D. Yancey Melvin T. Stith Elizabeth C. Ogie V. Nathaniel Hansford
Richard Y. Bradley Melvin T. Stith
Gardiner W. Garrard, Jr.
John P. Illges, III

--------------------------------------------------------------------------------

Executive Committee. Synovus' Executive Committee held four meetings in
2000. During the intervals between meetings of Synovus' Board of Directors,
Synovus' Executive Committee possesses and may exercise any and all of the
powers of Synovus' Board of Directors in the management and direction of the
business and affairs of Synovus with respect to which specific direction has not
been previously given by Synovus' Board of Directors.

Audit Committee. Synovus' Audit Committee held four meetings in 2000. Its
Report begins on page 7. The primary functions to be engaged in by Synovus'
Audit Committee include:

. Monitoring the quality and integrity of Synovus' financial reporting
process and systems of internal controls regarding finance,
accounting, regulatory and legal compliance;

. Monitoring the independence and performance of Synovus' independent
auditors and internal auditing activities; and

. Providing an avenue of communication among the independent auditors,
management, internal audit and the Board of Directors.

Corporate Governance Committee. Synovus' Corporate Governance Committee
held three meetings in 2000. The primary functions to be engaged in by Synovus'
Corporate Governance Committee include:

. Making recommendations to the Board regarding the governance of
Synovus as reflected in Synovus' Articles of Incorporation and bylaws;

. Making recommendations to the Board regarding Board administration,
including developing criteria for selecting and retaining Board
members, seeking qualified candidates for the Board and recommending
assignment of Board members to appropriate Board committees;

. Making recommendations to the Board regarding a policy and program
regarding director compensation and annual assessment of Board
performance;

. Establishing procedures for the Chief Executive Officer's annual
performance review; and

. Establishing procedures for annual reviews of succession planning
and management development.

Compensation Committee. Synovus' Compensation Committee held six meetings
in 2000. Its Report on Executive Compensation begins on page 17. The primary
functions to be engaged in by Synovus' Compensation Committee include:

. The design and oversight of Synovus' executive compensation program;

. The design and oversight of all compensation and benefit programs in
which employees, officers and directors of Synovus are eligible to
participate; and

. Performing an annual evaluation of the Chief Executive Officer.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of three
directors who the Board and Audit Committee believe are independent as
defined in the New York Stock Exchange's listing standards.

In accordance with its written charter adopted by the Board of Directors,
which is attached as Appendix A to this Proxy Statement, the Audit Committee
assists the Board with fulfilling its oversight responsibility regarding the
quality and integrity of Synovus' financial reporting process. In discharging
its oversight responsibilities regarding the audit process, the Audit Committee:

. Reviewed and discussed with management Synovus' audited financial
statements as of and for the year ended December 31, 2000;

. Discussed with KPMG LLP, Synovus' independent auditors, the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees); and

. Received from KPMG LLP the written disclosures and the letter
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has discussed with KPMG LLP
their independence.

Based upon the review and discussions referred to in the preceding
paragraph, the Audit Committee recommended to the Board of Directors that the
audited financial statements referred to above be included in Synovus' Annual
Report on Form 10-K for the year ended December 31, 2000, to be filed with the
Securities and Exchange Commission.

This Audit Committee Report shall not be deemed incorporated by reference
in any document previously or subsequently filed with the Securities and
Exchange Commission that incorporates by reference all or any portion of this
Proxy Statement, except to the extent Synovus specifically requests that the
Report be specifically incorporated by reference.

The Audit Committee

John P. Illges, III
H. Lynn Page
Melvin T. Stith

DIRECTORS' COMPENSATION

COMPENSATION

During 2000, directors received the following compensation:

Annual retainer $20,000
Attendance fee for each Board meeting $ 1,800
Attendance fee for each Executive Committee meeting,
including the chairman $ 1,800
Attendance fee for each committee meeting chaired,
other than executive $ 1,200
Attendance fee for committee meetings,
other than executive $ 750

DIRECTOR STOCK PURCHASE PLAN

Synovus' Director Stock Purchase Plan is a nontax-qualified, contributory
stock purchase plan pursuant to which qualifying Synovus directors can purchase,
with the assistance of contributions from Synovus, presently issued and
outstanding shares of Synovus stock. Under the terms of the Director Stock
Purchase Plan, qualifying directors can elect to contribute up to $5,000 per
calendar quarter to make purchases of Synovus stock, and Synovus contributes an
additional amount equal to 50% of the directors' cash contributions.
Participants in the Director Stock Purchase Plan are fully vested in, and may
request the issuance to them of, all shares of Synovus stock purchased for their
benefit under the Plan.

CONSULTING SERVICES

H. Lynn Page, a director and the former Vice Chairman of the Board of
Synovus, and Synovus are parties to a Consulting Agreement pursuant to which Mr.
Page was paid $24,000 by Synovus during 2000 for providing consulting and
advisory services to Synovus in connection with portfolio management and
potential opportunities for business expansion.

Joe E. Beverly, a director and the former Vice Chairman of the Board of
Synovus, and Synovus are parties to a Retirement Agreement pursuant to which Mr.
Beverly was paid $24,000 by Synovus during 2000 for providing consulting and
advisory services to Synovus relating to Synovus' affiliate banks.

EXECUTIVE OFFICERS

The following table sets forth the name, age and position with Synovus of
each executive officer of Synovus.

Name Age Position with Synovus
----------------------- --- ------------------------------------------------

James H. Blanchard 59 Chairman of the Board and Chief Executive Officer
William B. Turner 78 Chairman of the Executive Committee
James D. Yancey 59 President and Chief Operating Officer
Richard E. Anthony 54 Vice Chairman of the Board
Walter M. Deriso, Jr. 54 Vice Chairman of the Board
Elizabeth R. James 39 Vice Chairman
G. Sanders Griffith, III 47 Senior Executive Vice President, General
Counsel and Secretary
Thomas J. Prescott 46 Executive Vice President and
Chief Financial Officer
Mark G. Holladay 45 Executive Vice President and
Chief Credit Officer
Calvin Smyre 53 Executive Vice President, Corporate Affairs

Elizabeth R. James was elected Vice Chairman of Synovus in May 2000. From
1986 until 2000, Ms. James served in various capacities with Synovus, Columbus
Bank and/or TSYS, including Chief People Officer of Synovus. G. Sanders
Griffith, III was elected Senior Executive Vice President, General Counsel and
Secretary of Synovus in October 1995. From 1988 until 1995, Mr. Griffith served
in various capacities with Synovus, including Executive Vice President, General
Counsel and Secretary. Thomas J. Prescott was elected Executive Vice President
and Chief Financial Officer of Synovus in December 1996. From 1987 until 1996,
Mr. Prescott served in various capacities with Synovus, including Executive Vice
President and Treasurer. Mark G. Holladay was elected Executive Vice President
and Chief Credit Officer of Synovus in April 2000. From 1974 until 2000, Mr.
Holladay served in various capacities with Columbus Bank, including Executive
Vice President. Calvin Smyre was elected Executive Vice President of Synovus in
November 1996. From 1976 until 1996, Mr. Smyre served in various capacities with
Columbus Bank and/or Synovus, including Senior Vice President of Synovus.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth ownership of shares of Synovus stock by each
director, by each executive officer named in the Summary Compensation Table on
page 13 and by all directors and executive officers as a group as of December
31, 2000 (subject to note (3)).

Shares of Shares of Shares of
Synovus Stock Synovus Stock Synovus Stock Total Percentage of
Beneficially Beneficially Beneficially Shares of Outstanding
Owned with Owned with Owned with Synovus Shares of
Sole Voting Shared Voting Sole Voting Stock Synovus Stock
and Invest- and Invest- but no Invest- Beneficially Beneficially
ment Power ment Power ment Power Owned as of Owned as of
Name as of 12/31/00 as of 12/31/00 as of 12/31/00 12/31/00(1) 12/31/00
---------------------- --------------- -------------- -------------- -------------- --------------

Richard E. Anthony 400,630 199,694 9,311 1,036,399 *
Joe E. Beverly 416,636 4,100 4,954 566,120 *
James H. Blanchard 1,387,547 211,360 162,127 3,056,389 1.0
Richard Y. Bradley 21,617 84,887 --- 106,504 *
Walter M. Deriso, Jr. 31,193 589 --- 227,261 *
C. Edward Floyd, M.D. 31,428 1,208,739 --- 1,240,167 *
Gardiner W. Garrard, Jr. 204,147 1,263,616 --- 1,467,763 *
G. Sanders Griffith, III 99,556 --- 64,084 534,738 *
V. Nathaniel Hansford 126,301 415,024 --- 541,325 *
John P. Illges, III 282,727 504,096 --- 786,823 *
Alfred W. Jones III 4,135 --- --- 4,135 *
Mason H. Lampton 79,996 302,451(2) --- 382,447 *
Elizabeth C. Ogie 62,105 30,348,792(3) --- 30,410,897 10.7
H. Lynn Page 797,886 11,515 --- 809,401 *
Robert V. Royall 269,130 168,947 --- 714,759 *
Melvin T. Stith 1,971 100 --- 2,071 *
William B. Turner 73,246 30,209,047(3) --- 30,282,293 10.6
James D. Yancey 1,022,406 61,677 7,810 1,868,999 *
Directors and Executive
Officers as a Group
(22 persons) 5,437,258 34,805,509(3) 249,616 44,248,065 15.3

* Less than one percent of the outstanding shares of Synovus stock.
---------------------------
(1) The totals shown for the following directors and executive officers of
Synovus include the number of shares of Synovus stock that each
individual has the right to acquire within 60 days through the exercise of
stock options:

Person Number of Shares
------ ----------------
Richard E. Anthony 426,764
Joe E. Beverly 140,430
James H. Blanchard 1,295,355
Walter M. Deriso, Jr. 195,479
G. Sanders Griffith, III 371,098
Robert V. Royall 276,682
James D. Yancey 777,106

In addition, the other executive officers of Synovus have rights to acquire
an aggregate of 398,804 shares of Synovus stock within 60 days through
the exercise of stock options.

(2) Includes 276,187 shares of Synovus stock held in a trust for which
Mr. Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership
of such shares.

(3) Includes 2,568,205 shares of Synovus stock held by a charitable
foundation of which Mrs. Ogie and Mr. Turner are among the trustees, and
27,621,025 shares of Synovus stock beneficially owned by TB&C
Bancshares, Inc., of which Mrs. Ogie and Mr. Turner are officers,
directors and shareholders. The total shares beneficially owned by TB&C
at year end included 13,311,843 shares (4.67%) of Synovus stock
held by three trusts for the benefit of Mr. Turner, his two sisters and
their respective descendants and as to which TB&C leased voting and
certain other rights. That lease was terminated on January 22, 2001,
which reduced TB&C's beneficial ownership to 14,309,182 shares (5.03%)
of Synovus stock. Mr. Turner and Mrs. Ogie no longer share voting
or investment power as to the shares held in these trusts.

For a detailed discussion of the beneficial ownership of TSYS stock
by Synovus' named executive officers and directors and by all directors and
executive officers of Synovus as a group, see "TSYS Stock Ownership of
Directors and Management" on page 25.

DIRECTORS' PROPOSAL TO REAPPROVE THE SYNOVUS FINANCIAL CORP.
EXECUTIVE BONUS PLAN

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

Synovus' executive compensation program includes short-term incentive bonus
awards under the Synovus Financial Corp. Executive Bonus Plan (the "Plan"). The
purposes of the Plan are to reward selected executive officers for superior
corporate performance and to attract and retain top quality executive officers.
Subject to reapproval by Synovus' shareholders, compensation paid pursuant to
the Plan is intended, to the extent reasonable, to continue to qualify for tax
deductibility under Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, as may be amended from time
to time ("Section 162(m)"). The Plan was originally approved by Synovus
shareholders in 1996. Because Section 162(m) requires shareholder aproval every
five years, the Plan is being submitted to shareholders for reapproval.

Eligibility and Participation. The Chief Executive Officer and the four
highest compensated officers of Synovus and any publicly-traded subsidiary of
Synovus are eligible to participate in the Plan. Approximately 10 employees are
eligible to participate in the Plan. The Committee, as described below, has
discretion to select participants from among eligible employees from year to
year.

Description of Awards Under the Plan. Pursuant to the Plan, Synovus may
award incentive bonus opportunities to participants. Each fiscal year, the
Committee shall establish, in writing, the performance goals applicable to such
and/or any succeeding fiscal year. The performance measures which shall be used
to determine the amount of the incentive bonus award for each such performance
period shall be chosen from among the following for Synovus, any of its business
segments and/or any of its business units, unless and until the Committee
proposes a change in such measures for shareholder vote or applicable tax and/or
securities laws change to permit the Committee discretion to alter such
performance measures without obtaining shareholder approval: (i) return on
assets; (ii) net income; (iii) operating income; (iv) nonperforming assets
and/or loans as a percentage of total assets and/or loans; (v) return on capital
compared to cost of capital; (vi) earnings per share and/or earnings per share
growth; (vii) return on equity; (viii) noninterest expense as a percentage of
total expense; (ix) loan charge-offs as a percentage of total loans; (x)
productivity and expense control; (xi) number of cardholder, merchant and/or
other customer accounts processed and/or converted by TSYS; (xii) successful
negotiation or renewal of contracts with new and/or existing customers by TSYS;
(xiii) stock price; and (xiv) asset growth. Awards shall be determined based on
the achievement of such preestablished performance goals and shall be awarded
based on a percentage of a participant's base salary.

The Committee shall have no discretion to increase the amount of any award
under the Plan but will retain the ability to eliminate or decrease an award
otherwise payable to a participant. The Committee shall certify, in writing,
that the performance goals have been met before any payments to participants may
be made. Payment of the incentive bonus award earned, if any, shall be made in
cash, as soon as practicable after Committee approval or deferred until
retirement (if elected by the participant prior to the beginning of the year in
which the bonus is to be earned).

Termination of Employment. Any participant not employed by Synovus or a
publicly-traded subsidiary of Synovus on December 31 of any fiscal year will not
be entitled to an award unless otherwise determined by the Committee.

Maximum Amount Payable to Any Participant. The maximum amount payable for
each performance period under the Plan to any participant is one hundred fifty
percent (150%) of such participant's base salary; provided, however, that no
participant may receive an award for any performance period in excess of $1.5
million.

Amendment of the Plan. The Board of Directors may amend the Plan at any
time including amendments that increase the costs of the Plan and allocate
benefits between persons and groups in the table below differently; provided,
however, that no amendment shall be made without shareholder approval that
increases the maximum amount payable to any participant in excess of the limits
set forth above.

Duration of the Plan. The Plan shall remain in effect from the date it is
approved by Synovus' shareholders until the date it is terminated by the Board
of Directors. The Board of Directors may terminate the Plan at any time.

Administration. The Plan will be administered by the Compensation Committee
of the Board of Directors (the "Committee"). The Committee will be comprised of
two or more "outside" directors within the meaning of Section 162(m).

Estimate of Benefits. Messrs. Blanchard and Yancey were selected to
participate in the Plan in 2000, while Messrs. Anthony, Deriso and Griffith were
selected to participate in the Synovus Incentive Bonus Plan. However, no amounts
were awarded under the Plan to any Synovus executives for the fiscal year 2000.
Because the amounts that will be paid pursuant to the Plan are not currently
determinable, the amounts that would have been awarded for fiscal year 2000 if
maximum awards had been made under the Plan and if the Chief Executive Officer
and the four other highest compensated officers of Synovus participated in the
Plan are as follows:

NEW PLAN BENEFITS
SYNOVUS FINANCIAL CORP. EXECUTIVE BONUS PLAN

Name and Position Dollar Value ($)
-------------------------------------------------------- ----------------

James H. Blanchard
Chairman of the Board and Chief Executive Officer $ 513,750
James D. Yancey
President and Chief Operating Officer 334,750
Richard E. Anthony
Vice Chairman of the Board 225,000
Walter M. Deriso, Jr.
Vice Chairman of the Board 193,500
G. Sanders Griffith, III
Senior Executive Vice President,
General Counsel and Secretary 189,600

Executive Group 1,456,600
Non-Executive Director Group -0-
Non-Executive Officer Employee Group -0-

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the cash and noncash compensation for each
of the last three fiscal years for the chief executive officer of Synovus and
for the other four most highly compensated executive officers of Synovus.

--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation Awards
-------------------------------------------------------- --------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name and Compen- Award(s) Options/ Compen-
Principal Position Year Salary Bonus sation(1) (2) SARs sation
--------------------- -------- ------------- ------------ ------------- ------------- ------------ ------------

James H. Blanchard 2000 $685,000 $ -0- $4,000 $ -0- 1,092,875 $255,980
Chairman of the 1999 656,000 492,000 1,500 -0- 670,901 302,977
Board and Chief 1998 635,250 476,438 -0- -0- 211,929 306,378
Executive Officer

James D. Yancey 2000 515,000 -0- 4,000 -0- 557,758 205,787
President and Chief 1999 490,000 318,500 2,000 -0- 106,537 244,078
Operating Officer 1998 475,000 464,750 2,000 -0- 132,126 271,639

Richard E. Anthony 2000 375,000 -0- 4,000 145,624 416,217 123,330
Vice Chairman of the 1999 358,000 214,500 -0- -0- 59,822 137,958
Board 1998 335,000 306,000 2,000 -0- 69,270 157,071

Walter M. Deriso, Jr. 2000 322,500 -0- 4,000 -0- 427,546 92,017
Vice Chairman 1999 295,000 177,000 -0- -0- 47,888 99,767
of the Board 1998 260,000 156,000 -0- -0- 51,990 106,569

G. Sanders Griffith, III 2000 316,000 -0- -0- 427,279 63,210
Senior Executive Vice 1999 300,500 180,300 -0- -0- 50,275 82,951
President, General 1998 283,750 258,450 -0- -0- 59,226 94,336
Counsel and Secretary
---------------------
(1) Amount for 2000 includes matching contributions under the Director Stock
Purchase Plan of $4,000 for Messrs. Blanchard, Yancey, Anthony and Deriso.
Perquisites and other personal benefits are excluded because the aggregate
amount does not exceed the lesser of $50,000 or 10% of annual salary and
bonus for the named executives.

(2) On January 20, 2000, restricted stock was awarded in the amount of 5,406
shares to Mr. Anthony with the following vesting schedule: 20% on January
20, 2001, 2002, 2003, 2004 and 2005. As of December 31, 2000, Messrs.
Blanchard, Yancey, Anthony and Griffith held 7,295, 7,810, 9,311 and 3,755
restricted shares, respectively, with a value of $196,509, $210,382,
$250,815 and $101,150, respectively.

(3) The 2000 amount includes director fees of $49,600, $49,000, $28,500 and
$28,400 for Messrs. Blanchard, Yancey, Anthony and Deriso, respectively, in
connection with their service as directors of Synovus and certain of its
subsidiaries; contributions or other allocations to defined contribution
plans of $17,000 for each executive; allocations pursuant to defined
contribution excess benefit agreements of $140,980, $92,889, $58,730,
$46,129 and $45,682 for each of Messrs. Blanchard, Yancey, Anthony,
Deriso and Griffith, respectively; premiums

paid for group life insurance coverage of $750, $750, $566, $488 and $477
for each of Messrs. Blanchard, Yancey, Anthony, Deriso and Griffith,
respectively; the economic benefit of life insurance coverage related to
split-dollar life insurance policies of $2,198, $1,527, $1,657 and $51 for
each of Messrs. Blanchard, Yancey, Anthony and Griffith, respectively; and
the dollar value of the benefit of premiums paid for split-dollar life
insurance policies (unrelated to term life insurance coverage) projected on
an actuarial basis of $45,452, $44,621 and $16,877 for each of Messrs.
Blanchard, Yancey and Anthony, respectively.

STOCK OPTION EXERCISES AND GRANTS

The following tables provide certain information regarding stock options
granted and exercised in the last fiscal year and the number and value of
unexercised options at the end of the fiscal year.

--------------------------------------------------------------------------------
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
------------------------------------------------
% of Total Potential
Options/ Realized Value at
SARs Exercise Assumed Annual Rates of
Options/ Granted to or Stock Price Appreciation
SARs Employees Base For Option Term(1)
Granted in Fiscal Price Expiration ---------------------
Name (#) Year ($/Share) Date 5%($) 10% ($)
------------------------------ ------------ -------------- -------------- --------------- ---------- ---------

James H. Blanchard 582,125(2) 10.34% $18.06 01/19/10 $5,017,918 $12,020,881
92,875(3) 1.65 18.06 01/19/10 800,583 1,917,869
417,875(4) 7.42 18.00 05/04/10 3,589,546 8,599,868

James D. Yancey 57,758(3) 1.03 18.06 01/19/10 497,874 1,192,703
500,000(5) 8.88 17.69 06/28/10 4,225,000 10,115,000

Richard E. Anthony 16,217(3) 0.29 18.06 01/19/10 139,791 334,881
400,000(5) 7.10 17.69 06/28/10 3,380,000 8,092,000

Walter M. Deriso, Jr. 27,546(3) 0.49 18.06 01/19/10 237,447 568,825
400,000(5) 7.10 17.69 06/28/10 3,380,000 8,092,000

G. Sanders Griffith, III 27,279(3) 0.48 18.06 01/19/10 235,145 563,311
400,000(5) 7.10 17.69 06/28/10 3,380,000 8,092,000

-----------

(1) The dollar gains under these columns result from calculations using the
identified growth rates and are not intended to forecast future price
appreciation of Synovus stock.

(2) Options granted on January 20, 2000 at fair market value. Options become
exercisable in equal installments when the per share fair market value of
Synovus stock meets or exceeds $40, $45 and $50, and in any event on
September 12, 2006. Options are transferable to family members.

(3) Options granted on January 20, 2000 at fair market value. Options become
exercisable on January 20, 2002. Options are transferable to family
members.

(4) Options granted on May 5, 2000 at fair market value. Options become
exercisable in equal installments when the per share fair market value of
Synovus stock meets or exceeds $40, $45 and $50, and in any event on
September 12, 2006. Options are transferable to family members.

(5) Options granted on June 29, 2000 at fair market value. Options become
exercisable in equal installments when the per share fair market value
of Synovus stock meets or exceeds $40, $45 and $50, and in any event
on June 29, 2007. Options are transferable to family members.

--------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES

Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Value Options/SARs at FY-End (#) Options/SARs at FY-End ($)(1)
Acquired on Realized -------------------------- -------------------------------
Name Exercise (#) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
------------------------ ------------ --------- --------------------------- -------------------------------

James H. Blanchard -0- $-0- 1,124,604 / 2,026,426 $15,355,486 / $17,623,307
James D. Yancey -0- -0- 670,719 / 926,945 8,826,233 / 8,836,547
Richard E. Anthony -0- -0- 367,092 / 476,189 5,610,088 / 4,088,248
Walter M. Deriso, Jr. -0- -0- 147,741 / 475,584 1,569,787 / 4,140,311
G. Sanders Griffith, III -0- -0- 320,973 / 608,954 4,325,137 / 5,780,060
----------

(1) Market value of underlying securities at exercise or year-end, minus the
exercise or base price.

EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS

Employment Agreement with Mr. Blanchard. Synovus entered into an Employment
Agreement with Mr. Blanchard, Chairman of the Board of Directors and Chief
Executive Officer of Synovus, effective September 13, 1999. Under the Employment
Agreement, Mr. Blanchard agreed to serve as Chairman and CEO of Synovus for five
years, and to remain employed by Synovus for seven years. Under this Agreement,
Mr. Blanchard receives a base salary that is determined on an annual basis by
the Synovus Compensation Committee. During 2000, Synovus paid Mr. Blanchard a
base salary of $685,000 under this Employment Agreement. The Employment
Agreement with Mr. Blanchard also provides that Mr. Blanchard will receive
deferred compensation totaling $468,000 over a 10 to 15 year period following
his death, disability or other termination of employment. This deferred
compensation may be forfeited in the event Synovus terminates his employment for
cause, he violates a 2-year covenant not to compete, or in the event of his
death by suicide.

Employment Agreement with Mr. Yancey. Synovus has entered into an
Employment Agreement with Mr. Yancey, President and Chief Operating Officer of
of Synovus. Mr. Yancey's Employment Agreement automatically renews every year
and may be terminated upon 30 days prior written notice. Under this Agreement,
Mr. Yancey receives a base salary that is determined on an annual basis by the
Synovus Compensation Committee. During 2000, Synovus paid Mr. Yancey a base
salary of $515,000 under this Employment Agreement. The Employment Agreement
with Mr. Yancey also provides that Mr. Yancey will receive deferred compensation
totaling $375,000 over a 10 to 15 year period following his death, disability or
other termination of employment. This deferred compensation may be forfeited in
the event Synovus terminates his employment for cause, he violates a 2-year
covenant not to compete, or in the event of his death by suicide.

Long-Term Incentive Plans. Under the terms of Synovus' 1992, 1994 and 2000
Long-Term Incentive Plans, all awards become automatically vested in the event
of a Change of Control, as defined below. Awards under the Plans may include
stock options, restricted stock, stock appreciation and performance awards.
Messrs. Blanchard, Yancey, Anthony, Deriso and Griffith each have restricted
stock and stock options under the Long-Term Incentive Plans.

Change of Control Agreements. Synovus has entered into Change of Control
Agreements with Messrs. Blanchard, Yancey, Anthony, Griffith and Deriso, and
certain other executive officers. In the event of a Change of Control, an
executive would receive the following:

* Three times the executive's current base salary and bonus (bonus is
defined as the average bonus over the past three years measured as a
percentage multiplied by the executive's current base salary).

* Three years of medical, life, disability and other welfare benefits.

* A pro rata bonus through the date of termination for the separation
year.

* A cash amount in lieu of a long-term incentive award for the year of
separation equal to 1.5 times the normal market grant, if the
executive received a long-term incentive award in the year of
separation, or 2.5 times the market grant if not.

In order to receive these benefits, an executive must be actually or
constructively terminated within one year following a Change of Control, or the
executive may voluntarily or involuntarily terminate employment during the
thirteenth month following a Change of Control. A Change of Control under these
agreements is defined as: (i) the acquisition of 20% or more of the "beneficial
ownership" of Synovus' outstanding voting stock, with certain exceptions for
Turner family members; (ii) the persons serving as directors of Synovus as of
January 1, 1996, and their replacements or additions, ceasing to comprise at
least two-thirds of the Board members; (iii) a merger, consolidation,
reorganization or sale of Synovus' assets unless the prior owners of Synovus own
more than two-thirds of the new company, no person owns more than 20% of the new
company, and two-thirds of the new company's Board members are prior Board
members of Synovus; or (iv) a triggering event occurs as defined in the Synovus
Rights Agreement. In the event an executive is impacted by the Internal Revenue
Service excise tax that applies to certain Change of Control arrangements, the
executive would receive additional payments so that he or she would be in the
same position as if the excise tax did not apply. The Change of Control
Agreements do not provide for any retirement benefits or perquisites.

STOCK PERFORMANCE GRAPH

The following graph compares the yearly percentage change in cumulative
shareholder return on Synovus stock with the cumulative total return of the
Standard & Poor's 500 Index and the Keefe, Bruyette & Woods 50 Bank Index for
the last five fiscal years (assuming a $100 investment on December 31, 1995 and
reinvestment of all dividends).

[Omitted Stock Performance Graph is represented by the following table.]

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
SYNOVUS FINANCIAL CORP., S&P 500 AND KBW 50 BANK INDEX

1995 1996 1997 1998 1999 2000
---- ---- ---- ----- ----- -----

Synovus $100 $172 $267 $297 $250 $347

S&P 500 $100 $123 $164 $211 $255 $232

KBW 50 $100 $141 $207 $224 $216 $260

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee ("Committee") of Synovus is responsible for the
design and oversight of the Synovus executive compensation program, as well as
the compensation and other benefit plans in which officers, employees and
directors of Synovus and its subsidiaries participate. The Committee has
designed its compensation program to attract and retain highly motivated and
well-trained executives in order to create superior shareholder value for
Synovus shareholders.

Elements of Executive Compensation. The four elements of executive
compensation at Synovus are:

* Base Salary
* Annual Bonus
* Long-Term Incentives
* Other Benefits

The Committee believes that a substantial portion (though not a majority)
of an executive's compensation should be at risk based upon performance, both in
the short-term (through the annual bonus and the Synovus/TSYS Profit Sharing
Plan and the Synovus/TSYS 401(k) Savings Plan) and long-term (through long-term
incentives such as stock options and restricted stock awards). The remainder of
each executive's compensation is primarily based upon the competitive practices
of banks similar in size to Synovus, with a premium added to reflect the past
performance of Synouvs and the technology component of TSYS' business ("similar
companies"). The Committee believes that this approach is the most appropriate
market data to use for determining the compensation of Synovus executives. The
companies used for comparison under this approach are not the same companies
included in the peer group index appearing in the Stock Performance Graph on
page 16. Each element of executive compensation is discussed in detail below.

Base Salary. Base salary is an executive's annual rate of pay without
regard to any other elements of compensation. The primary consideration used by
the Committee to determine an executive's base salary is a market comparison of
comparable positions within similar companies based upon the executive's level
of responsibility and experience. Base salaries are targeted in the median level
of similar companies. In addition to market comparisons, individual performance
is also considered in determining an executive's base salary, although it does
not weigh heavily. Based solely upon market comparisons, the Committee increased
Mr. Blanchard's base salary in 2000, as well as the base salaries of Synovus'
other executive officers.

Annual Bonus. The Committee awards annual bonuses under two different
plans, the Synovus Executive Bonus Plan (which was approved by Synovus
shareholders in 1996 and is being submitted for reapproval in 2001) and the
Synovus Incentive Bonus Plan. The Committee selects the participants in each
Plan from year to year. For 2000, the Committee selected Messrs. Blanchard and
Yancey to participate in the Executive Bonus Plan while Messrs. Anthony,
Deriso and Griffith were selected to participate in the Incentive Bonus Plan.
Under the terms of the Plans, bonus amounts are paid as a percentage of base pay
based on the achievement of performance goals that are established each year by
the Committee. The performance goals may be chosen by the Committee from among
the following measurements:

* Return on assets;

* Net income;

* Operating income;

* Non-performing assets and/or loans as a percentage of total assets
and/or loans;

* Return on capital compared to cost of capital;

* Earnings per share and/or earnings per share growth;

* Return on equity;

* Non-interest expense as a percentage of total expense;

* Loan charge-offs as a percentage of loans;

* Productivity and expense control;

* Number of cardholder, merchant and/or other customer accounts
processed and/or converted by TSYS;

* Successful negotiation or renewal of contracts with new and/or
existing customers by TSYS;

* Stock price; and

* Asset growth.

The Committee established a payout matrix based on attainment of net income
goals during 2000 for Mr. Blanchard and Synovus' other executive officers. The
maximum percentage payouts under the Plans for 2000 were 75% for Mr. Blanchard,
65% for Mr. Yancey and 60% for Messrs. Anthony, Deriso and Griffith. Synovus'
financial performance and each executive's individual performance can reduce the
bonus awards determined by the attainment of the goals. In 2000, the Committee
did not make bonus awards to any of Synovus' executive officers because the net
income goals were not attained.

Long-Term Incentives. The Committee has awarded long-term incentives in the
form of stock options and restricted stock awards to executives. Restricted
stock awards are designed to focus executives on the long-term performance of
Synovus. Stock options provide executives with the opportunity to buy and
maintain an equity interest in Synovus and to share in its capital appreciation.
Executives are encouraged to hold the shares received upon the lapse of
restrictions on restricted stock awards and upon the exercise of stock options,
linking their interests to those of Synovus' shareholders. The Committee has
established a payout matrix for long-term grants that uses total shareholder
return measured by Synovus' performance (stock price increases plus dividends)
and how Synovus' total shareholder return compares to the return of the peer
group of companies appearing in the Stock Performance Graph on page 16. For the
long-term incentive awards made in 2000, total shareholder return and peer
comparisons were measured during the 1997 to 1999 performance period. Under the
payout matrix, the Committee awarded Messrs. Blanchard, Yancey, Anthony, Deriso
and Griffith stock options of 92,875, 57,758, 16,217, 27,546, and 27,279,
respectively, which options become exercisable on January 20, 2002. The
Committee also made performace grants of 1,000,000, 500,000, 400,000, 400,000
and 400,000 stock options to Messrs. Blanchard, Yancey, Anthony, Deriso and
Griffith, respectively. The options are exercisable in equal installments when
the market price of Synovus stock exceeds $40, $45 and $50 per share and in any
event seven years from the date of grant (or, in the case of Mr. Blanchard, the
expiration of his Employment Agreement). The Committee strongly believes that
these performance grants, which are designed to reward Synovus executives for
significant growth in shareholder value, are in the best interests of
shareholders.

Other Benefits. Executives receive other benefits that serve a different
purpose than the elements of compensation discussed above. In general, these
benefits provide retirement income and protection against catastrophic events
such as illness, disability and death. Executives generally receive the same
benefits offered to the employee population, with the only exceptions designed
to promote tax efficiency or to replace other benefits lost due to regulatory
limits. The Synovus/TSYS Profit Sharing Plan and the Synovus/TSYS 401(k) Savings
Plan, including an excess benefit plan which replaces benefits lost due to
regulatory limits (collectively the "Plan"), is the largest component of
Synovus' benefits package for executives. The Plan is directly related to the
performance of Synovus because the contributions to the Plan, up to a maximum of
14% of an executive's compensation, depend upon Synovus' profitability. For
2000, Mr. Blanchard

and Synovus' other executive officers received a Plan contribution of three
percent of their compensation, based upon the Plan's profitability formula. The
remaining benefits provided to executives are primarily based upon the
competitive practices of similar companies.

The Internal Revenue Code limits the deductibility for federal income tax
purposes of annual compensation paid by a publicly held corporation to its chief
executive officer and four other highest paid executives for amounts in excess
of $1 million, unless certain conditions are met. Because the Committee seeks to
maximize shareholder value, the Committee has taken steps to ensure that any
compensation paid to its executives in excess of $1 million is deductible. When
necessary to meet the requirements for deductibility under the Internal Revenue
Code, members of the Committee may abstain from voting on performance based
compensation. For 2000, Messrs. Blanchard and Yancey would have been affected by
this provision, but for the steps taken by the Committee. The Committee reserves
the ability to make awards which do not qualify for full deductibility under the
Internal Revenue Code, however, if the Committee determines that the benefits of
doing so outweigh full deductibility.

The Committee believes that its executive compensation program serves the
best interests of the shareholders of Synovus. As described above, a substantial
portion of the compensation of Synovus' executives is directly related to
Synovus' performance. The Committee believes that the performance of Synovus to
date validates its compensation philosophy.

The Compensation Committee

Gardiner W. Garrard, Jr.
Mason H. Lampton
V. Nathaniel Hansford

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Gardiner W. Garrard, Jr., Mason H. Lampton and V. Nathaniel Hansford served
as members of Synovus' Compensation Committee during 2000. No member of the
Committee is a current or former officer of Synovus or its subsidiaries.

On May 18, 2000, Synovus, Garrard & Jordan Investments, LLC and Gardiner W.
Garrard, III, together with an unrelated individual, formed Total Technology
Ventures, LLC ("TTV"), a Georgia limited liability company, for the purpose of
providing certain administrative services to Total Technology Partners, L.P., a
venture capital fund formed in February 2001 (the "Fund"). Garrard & Jordan
Investments, LLC was formed by The Jordan Company to invest in TTV. Gardiner W.
Garrard, Jr., a director of Synovus, TSYS and Columbus Bank, owns 40% of the
outstanding stock of The Jordan Company and serves as its President, and his
wife and son, Gardiner W. Garrard, III, each own 4% of its outstanding stock.

Pursuant to the organizational documents of TTV, Synovus, Garrard & Jordan
Investments, LLC and Gardiner W. Garrard, III made initial capital commitments
to TTV in the respective amounts of $1,200,000, $400,000 and $200,000. As of the
date hereof, 75% of the total capital commitments to TTV have been funded.
Synovus, Garrard & Jordan Investments, LLC and Gardiner W. Garrard, III hold the
following percentage interests in TTV: 60%, 20% and 10%, respectively. Synovus
serves as the manager of TTV. Gardiner W. Garrard, III has responsibility for
the day-to-day operations of TTV.

Synovus has made a capital commitment of $25 million to the Fund, which
currently represents an 83% interest in the Fund, and will receive a 5% carried
interest in the Fund. The Fund will be managed by Total Technology Associates,
LLC, its general partner (the "General

Partner"), an entity in which Gardiner W. Garrard, III will own approximately
33%. The General Partner will receive a 15% carried interest in the Fund. The
General Partner has entered into an agreement with TTV pursuant to which TTV
will provide certain administrative services to the General Partner and advance
certain amounts to the General Partner in return for a fee which will
approximate the cost of the services and an 18% return on advances.

In May 2000 and August 2000, respectively, Synovus invested on behalf of
the Fund an aggregate of $5,500,000. Synovus has agreed that these investments
will be sold to the Fund at a price equal to the total cost of the investments
(including transaction costs), plus a carrying cost of 8% per annum. The terms
of the transactions are comparable to those between unrelated third parties.

TRANSACTIONS WITH MANAGEMENT

During 2000, the subsidiary banks of Synovus had outstanding loans directly
to or indirectly accruing to the benefit of certain of the then directors and
executive officers of Synovus, and their related interests. These loans were
made in the ordinary course of business and were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with others. In the opinion of Synovus' management,
such loans do not involve more than normal risks of collectibility or present
other unfavorable features. In the future, the subsidiary banks of Synovus
expect to have banking transactions in the ordinary course of business with
Synovus' directors, executive officers and their related interests.

Synovus Service Corp., formerly a wholly owned subsidiary of Synovus, and a
subsidiary of TSYS leased various properties in Columbus, Georgia from W.C.
Bradley Co. for office space and storage during 2000. The rent paid for the
space by Synovus Service Corp., which is approximately 35,400 square feet, was
approximately $93,678. The rent paid for the space by TSYS' subsidiary, which is
approximately 9,558 square feet, was approximately $53,892. The lease agreements
were made on substantially the same terms as those prevailing at the time for
comparable leases for similar facilities with an unrelated third party in
Columbus, Georgia.

Columbus Bank and W.C.B. Air L.L.C. are parties to a Joint Ownership
Agreement pursuant to which they jointly own or lease aircraft. W. C. Bradley
Co. owns all of the limited liability company interests of W.C.B. Air. Columbus
Bank and W.C.B. Air have each agreed to pay fixed fees for each hour they fly
the aircraft owned and/or leased pursuant to the Joint Ownership Agreement.
Columbus Bank paid an aggregate sum of $2,571,827 for use of the aircraft during
2000 pursuant to the terms of the Joint Ownership Agreement. This amount
represents the charges incurred by Columbus Bank and its affiliated corporations
for use of the aircraft, and includes $1,274,764 for TSYS' use of the aircraft,
for which Columbus Bank was reimbursed by TSYS.

TB&C Bancshares, Inc. is a principal shareholder of Synovus. TB&C
Bancshares is a "family bank holding company" organized by William B. Turner,
and his sisters, Sarah T. Butler and Elizabeth T. Corn. Until recently, TB&C
Bancshares was a party to a lease agreement pursuant to which it leased voting
and certain other rights in a total of 13,311,843 shares of Synovus stock held
in trust by Synovus Trust Company, a subsidiary of Columbus Bank, as Trustee of
three trusts for the benefit of Mr. Turner, Mrs. Butler and Mrs. Corn and their
respective descendants. During 2000, TB&C Bancshares paid Synovus Trust Company,
as Trustee, $1,191,539 pursuant to the terms of the lease agreement, which
amount represents the fair market value of the voting rights as determined by an
independent appraiser. For family financial planning reasons relating to the
TB&C shareholders, this lease agreement was cancelled on January 22, 2001. In
connection with such family planning and to simplify the ownership structure of
Synovus, TB&C Bancshares and Synovus, upon the approval of their respective
Boards of Directors and the Synovus Audit Committee, entered into an agreement
on February 16, 2001,

under which the 14,309,182 shares of Synovus stock owned by TB&C would be
acquired by Synovus in a tax-free exchange for an equal number of shares of such
stock, which would be distributed in liquidation to the TB&C shareholders. This
transaction is not subject to Synovus shareholder approval, but is subject to
numerous conditions, including receipt of a satisfactory private letter ruling
from the Internal Revenue Service, and there is no assurance these conditions
will be satisfied. William B. Turner, Chairman of the Executive Committee of
Synovus and Columbus Bank and a director of TSYS, is an advisory director and
shareholder of W.C. Bradley Co. and is an officer, director and (together with
his wife) a shareholder of TB&C Bancshares. James H. Blanchard, Chairman of the
Board of Synovus, Chairman of the Executive Committee of TSYS and a director of
Columbus Bank, is a director of W.C. Bradley Co. Elizabeth C. Ogie, the niece of
William B. Turner, is a director of W.C. Bradley Co., Columbus Bank and Synovus
and is an officer, director and shareholder of TB&C Bancshares. W. Walter
Miller, Jr., the brother-in-law of Elizabeth C. Ogie, is a director of W.C.
Bradley Co. and Group Executive and a director of TSYS. Stephen T. Butler, the
nephew of William B. Turner, is an officer and director of W.C. Bradley Co., an
officer, director and shareholder of TB&C Bancshares and is a director of
Columbus Bank. W.B. Turner, Jr., the son of William B. Turner, is an officer and
director of W.C. Bradley Co., an officer, director and shareholder of TB&C
Bancshares and a director of Columbus Bank. John T. Turner, the son of William
B. Turner, is an officer and director of W.C. Bradley Co., a shareholder of TB&C
Bancshares and a director of Columbus Bank. Sarah T. Butler and Elizabeth T.
Corn, the sisters of William B. Turner, are shareholders of W.C. Bradley Co.,
are officers, directors and (together with their husbands) shareholders of TB&C
Bancshares and may be deemed to be principal shareholders of Synovus as a result
of their relationship with TB&C Bancshares.

Bradley & Hatcher, a law firm located in Columbus, Georgia, was paid
approximately $36,000 for the performance of legal services on behalf of certain
of Synovus' subsidiaries during 2000. Richard Y. Bradley, a director of Synovus,
Columbus Bank and TSYS, is a partner of Bradley & Hatcher.

For information about transactions with entities that are affiliates of
Gardiner W. Garrard, Jr., a director of Synovus, see "Compensation Committee
Interlocks and Insider Participation" immediately above.

PRINCIPAL SHAREHOLDERS

The following table sets forth the number of shares of Synovus stock
held by the only known holders of more than 5% of the outstanding shares of
Synovus stock as of December 31, 2000 (subject to note (3)).

Percentage of
Shares of Outstanding Shares of
Synovus Stock Synovus Stock
Name and Address of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/00 as of 12/31/00
----------------------- ----------------------- ---------------------------

Synovus Trust Company 35,563,014(1) 12.5%
1148 Broadway
Columbus, Georgia 31901

TB&C Bancshares, Inc.(2) 27,621,025 10.0
1017 Front Avenue
Columbus, Georgia 31901

William B. Turner(2) 30,282,293(3)(4) 10.6
P.O. Box 120
Columbus, Georgia 31902

Sue Marie Turner(2) 16,897,204(3)(4) 5.9
P.O. Box 120
Columbus, Georgia 31902

Sarah T. Butler(2) 30,347,646(3)(5) 10.7
P.O. Box 120
Columbus, Georgia 31902

Clarence C. Butler(2) 17,035,803(3)(5) 6.0
P.O. Box 120
Columbus, Georgia 31902

Elizabeth T. Corn(2) 30,743,119(3)(6) 10.8
P.O. Box 120
Columbus, Georgia 31902

Lovick P. Corn(2) 17,431,276(3)(6) 6.1
P.O. Box 120
Columbus, Georgia 31901

W.B. Turner, Jr.(2) 30,279,671(3)(7) 10.6
P.O. Box 120
Columbus, Georgia 31902

Stephen T. Butler(2) 30,300,452(3)(8) 10.6
P.O. Box 120
Columbus, Georgia 31902

Elizabeth C. Ogie(2) 30,410,897(3)(9) 10.7
P.O. Box 120
Columbus, Georgia 31902

-----------------------------------

(1) As of December 31, 2000, the banking and trust company subsidiaries of
Synovus, including Columbus Bank through its wholly owned subsidiary
Synovus Trust Company, held in various fiduciary capacities a total of
37,370,074 shares of Synovus stock as to which they possessed sole or
shared voting or investment power. Of this total, Synovus Trust Company
held 20,799,785 shares as to which it possessed sole investment power,
20,443,304 shares as to which it possessed sole voting power, 825,336
shares as to which it possessed shared voting power and 14,272,920 shares
as to which it possessed shared investment power at year end subject to the
changes described in note (3). The other banking and trust subsidiaries of
Synovus held 1,042,735 shares as to which they possessed sole voting power,
1,074,705 shares as to which they possessed sole investment power, 499,258
shares as to which they possessed shared voting power and 594,828 shares as
to which they possessed shared investment power. In addition, as of
December 31, 2000, Synovus Trust Company and the banking and trust
subsidiaries of Synovus held in various agency capacities an additional
21,617,738 and 622,592 shares, respectively (a total of 22,240,330), of
Synovus stock as to which they possessed no voting or investment power.
Synovus and its subsidiaries disclaim beneficial ownership of all shares of
Synovus stock which are held by them in various fiduciary and agency
capacities.

(2) TB&C Bancshares, Inc. is a "family bank holding company" organized by
William B. Turner (the Chairman of Synovus' Executive Committee) and his
sisters, Sarah T. Butler and Elizabeth T. Corn.

The six directors of TB&C Bancshares, Mr. Turner, Mmes. Butler and Corn,
Elizabeth C. Ogie (the daughter of Mrs. Corn), Stephen T. Butler (the son
of Mrs. Butler), and William B. Turner, Jr. (the son of Mr. Turner), are
each shown as the beneficial owners of the 27,621,025 shares of Synovus
stock beneficially owned by TB&C Bancshares at year end and subject to the
changes described in note (3). As Mrs. Turner, Mr. Butler and Mr. Corn are
each principal shareholders of TB&C Bancshares, each of them may be deemed
to share certain investment power as to the 14,309,182 shares of Synovus
stock owned directly by TB&C Bancshares.

(3) Includes 14,309,182 shares of Synovus stock individually owned by TB&C
Bancshares; 2,568,205 shares held by a charitable foundation of which each
of the directors of TB&C Bancshares (as well as each of Mrs. Turner, Mr.
Butler and Mr. Corn) is a trustee; in the case of Mr. and Mrs. Corn and
Mrs. Ogie, 127,095 shares of Synovus stock held by a charitable foundation
of which Mr. and Mrs. Corn and Mrs. Ogie are trustees; and in the case of
each of the directors of TB&C Bancshares 13,311,843 shares of Synovus stock
beneficially owned by TB&C Bancshares at year end pursuant to a lease
agreement between TB&C Bancshares and Synovus Trust Company as Trustee of
three trusts for the benefit of Mr. Turner, Mrs. Butler and Mrs. Corn and
their respective descendants. On January 22, 2001, TB&C Bancshares
cancelled the lease agreement under which it had leased voting and certain
other rights from Synovus Trust Company as Trustee with respect to the
13,311,843 shares (4.67%) of Synovus stock held in these three trusts. As a
result, no principal shareholder, other than Synovus Trust Company as
Trustee, continues to have any beneficial ownership as a result of sharing
voting or investment power as to these shares, but each of Mr. Turner, Mrs.
Butler and Mrs. Corn and their respective descendants are the beneficiaries
of one of these trusts, each of which holds 4,437,281 shares (1.56%) of
Synovus stock.

(4) In addition to the shares of Synovus stock described in footnote 3
above, Mr. Turner possessed sole voting and investment power with respect
to 72,634 shares and shared voting and investment power with respect to
19,817 shares of Synovus stock and Mrs. Turner possessed shared voting and
investment power with respect to 19,817 shares of Synovus stock.

(5) In addition to the shares of Synovus stock described in footnote 3 above,
Mr. and Mrs. Butler possessed shared voting and investment power with
respect to 158,416 shares of Synovus stock.

(6) In addition to the shares of Synovus stock described in footnote 3 above,
Mr. and Mrs. Corn possessed shared voting and investment power with respect
to 426,794 shares of Synovus stock.

(7) In addition to the shares of Synovus stock described in footnote 3
above, Mr. Turner possessed sole voting and investment power with respect
to 74,800 shares and shared voting and investment power with respect to
15,641 shares of Synovus stock.

(8) In addition to the shares of Synovus stock described in footnote 3 above,
Mr. Butler possesssed sole voting and investment power with respect to
106,278 shares and shared voting and investment power with respect to 4,944
shares of Synovus stock.

(9) In addition to the shares of Synovus stock described in footnote 3
above, Mrs. Ogie possessed sole voting and investment power with respect to
62,105 shares and shared voting or investment power with respect to 32,467
shares of Synovus stock.

RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF
SYNOVUS' SUBSIDIARIES AND AFFILIATES

BENEFICIAL OWNERSHIP OF TSYS STOCK BY COLUMBUS BANK

The following table sets forth, the number of shares of TSYS stock
beneficially owned by Columbus Bank, the only known beneficial owner of more
than 5% of the issued and outstanding shares of TSYS stock, as of
December 31, 2000.

--------------------------------------------------------------------------------
Percentage of
Shares of Outstanding Shares of
TSYS Stock TSYS Stock
Name and Address of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/00 as of 12/31/00
----------------------- ------------------------ ------------------------

Columbus Bank
and Trust Company 157,455,980(1)(2) 80.9%
1148 Broadway
Columbus, Georgia 31901

-----------------

(1) Columbus Bank individually owns these shares.

(2) As of December 31, 2000, Synovus Trust Company held in various fiduciary
capacities a total of 1,625,550 shares (.83%) of TSYS stock. Of this
total, Synovus Trust Company held 1,310,464 shares as to which it possessed
sole voting power, 1,269,825 shares as to which it possessed sole
investment power, 268,665 shares as to which it possessed shared voting
power and 275,535 shares as to which it possessed shared investment power.
In addition, as of December 31, 2000, Synovus Trust Company held in various
agency capacities an additional 2,108,339 shares of TSYS stock as to
which it possessed no voting or investment power. Synovus and Synovus Trust
Company disclaim beneficial ownership of all shares of TSYS stock
which are held by Synovus Trust Company in various fiduciary and agency
capacities.

Columbus Bank, by virtue of its ownership of 157,455,980 shares, or 80.9%
of the outstanding shares of TSYS stock on December 31, 2000, presently controls
TSYS. Synovus presently controls Columbus Bank.

INTERLOCKING DIRECTORATES OF SYNOVUS, COLUMBUS BANK AND TSYS

Seven of the members of and nominees to serve on Synovus' Board of
Directors also serve as members of the Boards of Directors of TSYS and Columbus
Bank. They are James H. Blanchard, Richard Y. Bradley, Gardiner W. Garrard, Jr.,
John P. Illges, III, H. Lynn Page, William B. Turner and James D. Yancey.
Elizabeth C. Ogie serves as a member of the Board of Directors of Columbus Bank
and Alfred W. Jones III serves as a member of the Board of Directors of TSYS.
Mason H. Lampton serves on the Board of Directors of TSYS and as an Advisory
Director of Columbus Bank.

TSYS STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth the number of shares of TSYS stock
beneficially owned by each of Synovus' directors, by each executive officer
named in the Summary Compensation Table on page 13 and by all directors and
executive officers as a group as of December 31, 2000.

--------------------------------------------------------------------------------
Shares of Shares of
TSYS Stock TSYS Stock Percentage of
Beneficially Beneficially Total Outstanding
Owned with Owned with Shares of Shares of
Sole Voting Shared Voting TSYS Stock TSYS Stock
and Investment and Investment Beneficially Beneficially
Power as of Power as of Owned as of Owned as of
Name 12/31/00 12/31/00 12/31/00 12/31/00
--------------------------- ------------------- --------------------- ------------------- -------------

Richard E. Anthony ----- ----- ----- ---
Joe E. Beverly ----- ----- ----- ---
James H. Blanchard 784,812 360,480 1,145,292 *
Richard Y. Bradley 23,025 5,000 28,025 *
Walter M. Deriso, Jr. 3,829 3,929 7,758 *
C. Edward Floyd, M.D. ----- ----- ----- ---
Gardiner W. Garrard, Jr. 15,227 ----- 15,227 *
G. Sanders Griffith, III 19,422(1) ----- 19,422 *
V. Nathaniel Hansford ----- 1,556 1,556 *
John P. Illges, III 105,169 81,750 186,919 *
Alfred W. Jones III ----- ----- ----- ---
Mason H. Lampton 40,985 104,234(2) 145,219 *
Elizabeth C. Ogie 7,200 46,095 53,295 *
H. Lynn Page 323,285 328,808 652,093 *
Robert V. Royall 60,000 ----- 60,000 *
Melvin T. Stith ----- ----- ----- ---
William B. Turner 163,309 576,000 739,309 *
James D. Yancey 778,039 24,000 802,039 *
Directors and Executive
Officers as a Group
(22 persons) 2,343,057 1,531,852 3,874,909 2.0

*Less than one percent of the outstanding shares of TSYS stock.
-------------------

(1) Includes 16,734 shares of TSYS stock with respect to which Mr.
Griffith has no investment power.

(2) Includes 28,800 shares of TSYS stock held in a trust for which Mr.
Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership of
such shares.

TRANSACTIONS AND AGREEMENTS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND
CERTAIN OF SYNOVUS' SUBSIDIARIES

During 2000, Columbus Bank and certain of Synovus' other banking
subsidiaries received bankcard data processing services from TSYS. The bankcard
data processing agreement between Columbus Bank and TSYS can be terminated by
Columbus Bank upon 60 days prior written notice to TSYS or terminated by TSYS
upon 180 days prior written notice to Columbus Bank. During 2000, TSYS derived
$12,281,914 in revenues from Columbus Bank and certain of Synovus' other banking
subsidiaries for the performance of bankcard data processing services and
$256,126 in revenues from Synovus and its subsidiaries for the performance of
other data processing services. TSYS' charges to Columbus Bank and Synovus'
other banking subsidiaries for bankcard and other data processing services are
comparable to, and are determined on the same basis as, charges by TSYS to
similarly situated unrelated third parties.

Synovus Service Corp., formerly a wholly owned subsidiary of Synovus,
provided various services to Synovus' subsidiary companies during 2000,
including TSYS. TSYS and Synovus Service Corp. were parties to a Lease Agreement
pursuant to which Synovus Service Corp. leased from TSYS office space for lease
payments aggregating $197,597 during 2000. Synovus Service

Corp. also paid TSYS $63,806 during 2000 for data processing services. The terms
of these transactions are comparable to those which could have been obtained in
transactions with unaffiliated third parties.

During 2000, Synovus and TSYS, and Synovus Service Corp. and TSYS, were
parties to Management Agreements pursuant to which Synovus and Synovus Service
Corp. provided certain management services to TSYS. During 2000, these services
included human resource services, maintenance services, security services,
communication services, corporate education services, travel services, investor
relations services, corporate governance services, legal services, regulatory
and statutory compliance services, executive management services performed on
behalf of TSYS by certain of Synovus' officers and financial services. As
compensation for management services provided during 2000, TSYS paid Synovus and
Synovus Service Corp. management fees of $1,703,840 and $8,070,260,
respectively. In addition, Synovus and TSYS are parties to Management Agreements
pursuant to which TSYS provided management services to Synovus in connection
with TSYS' assistance in managing the businesses of ProCard, Inc. and TSYS Total
Debt Management, Inc., both of which are wholly owned subsidiaries of Synovus.
As compensation for management services provided during 2000, Synovus paid TSYS
management fees of $504,967 in connection with TSYS Total Debt Management, Inc.
and $176,544 in connection with ProCard, Inc. Management fees are subject to
future adjustments based upon charges at the time by unrelated third parties for
comparable services.

During 2000, Synovus Trust Company served as trustee of various employee
benefit plans of TSYS. During 2000, TSYS paid Synovus Trust Company trustee's
fees under these plans of $391,414.

During 2000, Columbus Depot Equipment Company, a wholly owned subsidiary of
TSYS, and Columbus Bank and 9 of Synovus' other subsidiaries were parties to
Lease Agreements pursuant to which Columbus Bank and 9 of Synovus' other
subsidiaries leased from Columbus Depot Equipment Company computer related
equipment for bankcard and bank data processing services for lease payments
aggregating $64,004. The terms, conditions and rental rates provided for
in these Agreements are comparable to corresponding terms, conditions and rates
provided for in leases of similar equipment offered by unrelated third parties.

During 2000, Synovus Technologies, Inc., formerly a wholly owned subsidiary
of Synovus, paid TSYS $118,322 for data links, network services and other
miscellaneous items related to the data processing services which Synovus
Technologies provides to its customers, which amount was reimbursed to Synovus
Technologies by its customers. During 2000, Synovus Technologies paid TSYS
$24,900 primarily for computer processing services. During 2000, TSYS paid
Synovus Technologies $1,688,676 for lockbox services. The charges for processing
and other services are comparable to those between unrelated third parties.

During 2000, pointpathbank, N.A., a wholly owned subsidiary of Synovus,
paid DotsConnect, Inc. $514,640 in connection with Web hosting services and
Columbus Bank paid DotsConnect $30,867 in connection with online customer
support services. The charges paid for these services are comparable to those
between unrelated third parties.

During 2000, Synovus, Columbus Bank and other Synovus subsidiaries paid to
Columbus Productions, Inc. and TSYS Total Solutions, Inc., wholly owned
subsidiaries of TSYS, an aggregate of $6,529,779 for printing, correspondence
and facilities management services. The charges for these services are
comparable to those between unrelated third parties.

During 2000, Columbus Bank leased office space from TSYS for lease payments
of $39,405. During 2000, TSYS and its subsidiaries were paid $4,772,461 of
interest by Columbus Bank in connection with deposit accounts with, and
commercial paper purchased from, Columbus Bank. The lease payments and interest
rates are comparable to those in transactions between unrelated third parties.

TSYS has entered into an agreement with Columbus Bank with respect to the
use of aircraft owned or leased by Columbus Bank and W.C.B. Air L.L.C. Columbus
Bank and W.C.B.Air are parties to a Joint Ownership Agreement pursuant to which
they jointly own or lease aircraft. TSYS paid Columbus Bank $1,274,764 for its
use of the aircraft during 2000. The charges payable by TSYS to Columbus Bank in
connection with its use of this aircraft approximate charges available to
unrelated third parties in the State of Georgia for use of comparable aircraft
for commercial purposes.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Synovus'
officers and directors, and persons who own more than ten percent of Synovus
stock, to file reports of ownership and changes in ownership on Forms 3,4
and 5 with the Securities and Exchange Commission and the New York Stock
Exchange. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish Synovus with copies of all Section 16(a)
forms they file.

To Synovus' knowledge, based solely on its review of the copies of such
forms received by it, and written representations from certain reporting persons
that no Forms 5 were required for those persons, Synovus believes that during
the fiscal year ended December 31, 2000 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with, except that Mr. Garrard reported eight gifts on one
late Form 5 report.

INDEPENDENT AUDITORS

APPOINTMENT OF INDEPENDENT AUDITORS

On March 8, 2001, Synovus' Board of Directors appointed KPMG LLP as the
independent auditors to audit the consolidated financial statements of Synovus
and its subsidiaries for the fiscal year ending December 31, 2001. The Board of
Directors knows of no direct or material indirect financial interest by KPMG in
Synovus or any of its subsidiaries, or of any connection between KPMG and
Synovus or any of its subsidiaries, in any capacity as promoter, underwriter,
voting trustee, director, officer, shareholder or employee.

Representatives of KPMG will be present at Synovus' 2001 Annual Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.

FEES

The following table sets forth the aggregate fees billed to Synovus in the
identified categories for the fiscal year ended December 31, 2000 by KPMG.

Financial Information
Systems Design and All other
Audit Fees Implementation Fees Fees
---------- --------------------- ---------

$727,000 (1) $ 0 $1,157,000 (2)

(1) Amount includes fees for a stand alone audit of TSYS by KPMG.
(2) Amount includes fees for services, other than audit, provided to TSYS
by KPMG.

The Audit Committee has considered whether the provision of services to
Synovus, other than audit services, is compatible with maintaining KPMG's
independence.

GENERAL INFORMATION

FINANCIAL INFORMATION

Consolidated financial statements for Synovus and its subsidiaries are
attached as a Financial Appendix to this Proxy Statement and are included in the
Annual Report on Form 10-K as filed with the Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. A copy of the 2000 Form 10-K
(excluding exhibits) will be furnished, without charge, by writing to the
Corporate Secretary, Synovus Financial Corp., 901 Front Avenue, Suite 301,
Columbus, Georgia 31901.

SHAREHOLDER PROPOSALS FOR THE 2002 PROXY STATEMENT

Any shareholder satisfying the Securities and Exchange Commission
requirements and wishing to submit a proposal to be included in the Proxy
Statement for the 2002 Annual Meeting of Shareholders should submit the proposal
in writing to the Secretary, Synovus Financial Corp., 901 Front Avenue, Suite
301, Columbus, Georgia 31901. Synovus must receive a proposal by November 16,
2001 in order to consider it for inclusion in the Proxy Statement for the 2002
Annual Meeting of Shareholders.

DIRECTOR NOMINEES OR OTHER BUSINESS FOR PRESENTATION AT THE ANNUAL MEETING

Shareholders who wish to present director nominations or other business at
the Annual Meeting are required to notify the Secretary of their intent between
December 16, 2001 and January 30, 2002 and the notice must provide information
as required in the bylaws, or the persons appointed as proxies may exercise
their discretionary voting authority with respect to the proposal. A copy of
these bylaw requirements will be provided upon request in writing to the
Secretary, Synovus Financial Corp., 901 Front Avenue, Suite 301, Columbus,
Georgia 31901. This requirement does not apply to the deadline for submitting
shareholder proposals for inclusion in the Proxy Statement (see "Shareholder
Proposals for the 2002 Proxy Statement" above), nor does it apply to questions a
shareholder may wish to ask at the meeting.

SOLICITATION OF PROXIES

Synovus will pay the cost of soliciting proxies. Proxies may be solicited
on behalf of Synovus by directors, officers or employees by mail, in person or
by telephone, facsimile or other electronic means. Synovus will reimburse
brokerage firms, nominees, custodians, and fiduciaries for their out-of-pocket
expenses for forwarding proxy materials to beneficial owners.

HOUSEHOLDING

The Securities and Exchange Commission recently adopted amendments to
its proxy rules which permit companies and intermediaries, such as brokers and
banks, to satisfy delivery requirements for proxy statements with respect to two
or more shareholders sharing the same address by delivering a single proxy
statement to those shareholders. This method of delivery, often referred to as
householding, should reduce the amount of duplicate information that
shareholders receive and lower printing and mailing costs for companies. Synovus
is not householding proxy materials for its shareholders of record in connection
with its 2001 Annual Meeting. However, we have been notified that certain
intermediaries will household proxy materials. If you hold your shares of
Synovus stock through a broker or bank that has determined to household proxy
materials:

. Only one annual report and proxy statement will be delivered
to multiple shareholders sharing an address unless you notify
your broker or bank to the contrary;

. You can contact Synovus by calling (706) 649-5220 or by
writing Director of Investor Relations, Synovus Financial
Corp., P.O. Box 120, Columbus, Georgia 31902 to request a
separate copy of the annual report and proxy statement for the
2001 Annual Meeting and for future meetings or you can contact
your bank or broker to make a similar request; and

. You can request delivery of a single copy of annual reports or
proxy statements from your bank or broker if you share the
same address as another Synovus shareholder and your bank or
broker has determined to household proxy materials.

The above Notice of Annual Meeting and Proxy Statement are sent by order of
the Synovus Board of Directors.

/s/James H. Blanchard
JAMES H. BLANCHARD
Chairman of the Board

March 15, 2001

APPENDIX A

SYNOVUS FINANCIAL CORP.

Charter of the Audit Committee of the Board of Directors

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist it
in fulfilling its oversight responsibilities. The Audit Committee's primary
duties and responsibilities are to:

. Monitor the quality and integrity of the Company's financial
reporting process and systems of internal controls regarding
finance, accounting, regulatory and legal compliance.

. Monitor the independence and performance of the Company's
independent auditors and internal auditing activities.

. Provide an avenue of communication among the independent
auditors, management, internal audit, and the Board of
Directors.

The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the Board and report the
results of their activities to the Board. Management is responsible for
preparing the Company's financial statements and the independent auditors are
responsible for auditing those financial statements. The Committee will
recommend actions to the Board of Directors as the Committee deems appropriate.
The Committee will undertake such additional activities within the scope of its
primary functions as the Committee deems appropriate.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.

II. Audit Committee Composition

Audit Committee members shall meet the requirements of the New York
Stock Exchange. The Audit Committee shall be comprised of three or more
directors as determined by the Board of Directors, each of whom shall be
independent directors, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the Committee shall
have a basic understanding of finance and accounting and be able to read and
understand fundamental financial statements, and at least one member of the
Committee shall have accounting or related financial management expertise.

III. Audit Committee Responsibilities and Duties

Review Procedures

1. The Audit Committee shall review and reassess the adequacy of
this Charter at least annually, submit the Charter to the
Board of Directors for approval and include a copy of the
Charter as an appendix to the Company's proxy statement at
least every three years, in accordance with SEC regulations.

2. The Audit Committee shall review the Company's annual audited
financial statements prior to filing or distribution and
discuss with management and the independent auditors any
significant issues regarding accounting principles, practices,
and judgments.

A-1

3. The Audit Committee shall review significant findings prepared
by the independent auditors and internal audit, together with
management's responses.

Independent Auditors

4. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit
Committee and the Board of Directors are responsible for
selection, evaluation and replacement of the independent
auditors. The Audit Committee shall review the independence
and performance of the auditors and annually recommend to the
Board of Directors the appointment of the independent auditors
or approve any discharge of auditors when circumstances
warrant.

5. The Audit Committee is responsible for ensuring that the
outside auditors submit on a periodic basis to the Audit
Committee a formal written statement delineating all
relationships between the auditors and the Company and is
responsible for actively engaging in a dialogue with the
outside auditors with respect to any disclosed relationships
or services that may impact the objectivity and independence
of the outside auditors. The Audit Committee is responsible
for recommending that the Board of Directors take appropriate
action in response to the outside auditors' report to satisfy
itself of the outside auditors' independence.

6. The Audit Committee shall approve the fees and other
significant compensation to be paid to the independent
auditors.

7. The Audit Committee shall review the independent auditors'
audit plan, including discussion of the scope, staffing,
reliance upon management, and internal audit and general audit
approach.

8. Prior to the Company filing its Annual Report on Form 10-K
with the SEC, the Audit Committee shall discuss the results of
the audit with the independent auditors, and shall discuss
certain matters required to be communicated by independent
auditors to audit committees in accordance with AICPA
Statement of Auditing Standards No. 61.

Internal Audit

9. The Audit Committee shall review the budget, plan,
organizational structure, and staffing of internal audit.

10. The Audit Committee shall review significant reports prepared
by internal audit together with management's response and
follow-up to these reports.

Other Audit Committee Responsibilities

11. The Audit Committee shall review the appointment, performance
and replacement of the senior internal audit executive.

12. The Audit Committee shall annually prepare a report to
shareholders as required by the Securities and Exchange
Commission. The report should be included in the Company's
annual proxy statement.

A-2

FINANCIAL APPENDIX [LOGO]

[SYNOVUS FINANCIAL CORP. LOGO]

Consolidated Balance Sheets as of December 31, 2000 and 1999 ....................................... F-2

Consolidated Statements of Income for the Years ended December 31, 2000, 1999, and 1998 ............ F-3

Consolidated Statements of Changes In Shareholders' Equity
for the Years ended December 31, 2000, 1999, and 1998 ....................................... F-4

Consolidated Statements of Cash Flows for the Years ended December 31, 2000, 1999, and 1998 ........ F-5

Notes to Consolidated Financial Statements ......................................................... F-6

Report of Financial Responsibility ................................................................. F-24

Independent Auditors' Report ....................................................................... F-25

Selected Financial Data ............................................................................ F-26

Financial Review ................................................................................... F-27

Summary of Quarterly Financial Data, Unaudited ..................................................... F-48

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-1

CONSOLIDATED BALANCE SHEETS [LOGO]

(In thousands, except share data)

DECEMBER 31, 2000 1999
-----------------------------------------------------------------------------------------------------------------------------

ASSETS
Cash and due from banks, including $10,017 and $3,783 in 2000 and 1999, respectively,
on deposit to meet Federal Reserve requirements ............................................ $ 558,054 466,543
Interest earning deposits with banks .......................................................... 3,806 1,928
Federal funds sold ............................................................................ 375,765 92,093
Mortgage loans held for sale .................................................................. 108,234 83,145
Investment securities available for sale (note 3) ............................................. 1,807,039 1,716,678
Investment securities held to maturity (fair value of $275,233
and $273,504 in 2000 and 1999, respectively) (note 3) ...................................... 270,889 277,279
Loans, net of unearned income (note 4) ........................................................ 10,751,887 9,068,239
Allowance for loan losses (note 4) ............................................................ (147,867) (127,558)
------------ ----------
Loans, net ........................................................................... 10,604,020 8,940,681
------------ ----------

Premises and equipment, net (note 7) .......................................................... 526,988 437,309
Other assets (note 5) ......................................................................... 653,297 531,345
------------ ----------
Total assets ......................................................................... $ 14,908,092 12,547,001
============ ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits (note 6):
Non-interest bearing .................................................................... $ 1,726,817 1,625,313
Interest bearing ........................................................................ 9,434,893 7,814,774
------------ ----------
Total deposits ....................................................................... 11,161,710 9,440,087

Federal funds purchased and securities sold under agreement to repurchase (note 7) ......... 1,039,900 1,261,391
Long-term debt (note 7) .................................................................... 840,859 318,620
Other liabilities (notes 12, 13, and 15) ................................................... 367,562 235,949
------------ ----------
Total liabilities .................................................................... 13,410,031 11,256,047
------------ ----------
Minority interest in consolidated subsidiaries ................................................ 80,890 64,285

Shareholders' equity (notes 2, 3, 11, and 13):
Common stock -- $1.00 par value. Authorized 600,000,000 shares; issued 284,818,042 in 2000
and 282,189,425 in 1999; outstanding 284,642,778 in 2000 and 282,014,161 in 1999 ........ 284,818 282,189
Surplus .................................................................................... 107,652 79,190
Treasury stock -- 175,264 shares ........................................................... (1,285) (1,285)
Unamortized restricted stock ............................................................... (381) (1,293)
Accumulated other comprehensive income (loss) .............................................. 5,936 (30,134)
Retained earnings .......................................................................... 1,020,431 898,002
------------ ----------
Total shareholders' equity ........................................................... 1,417,171 1,226,669
------------ ----------
Commitments and contingencies (note 10)
Total liabilities and shareholders' equity ........................................... $ 14,908,092 12,547,001
============ ==========

See accompanying notes to consolidated financial statements.

F-2 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

CONSOLIDATED STATEMENTS OF INCOME [LOGO]

(In thousands, except per share data)

YEARS ENDED DECEMBER 31, 2000 1999 1998
-------------------------------------------------------------------------------------------------------------------------

Interest income:
Loans, including fees ...................................................... $ 956,570 758,517 673,288
Investment securities:
U.S. Treasury and U.S. Government agencies .............................. 83,528 81,140 80,638
Mortgage-backed securities .............................................. 30,337 26,167 17,708
State and municipal ..................................................... 9,949 8,650 7,482
Other investments ....................................................... 3,426 2,907 2,497
Mortgage loans held for sale ............................................... 8,095 7,659 5,502
Federal funds sold ......................................................... 5,736 2,879 5,152
Interest earning deposits with banks ....................................... 164 88 51
---------- -------- --------
Total interest income ................................................ 1,097,805 888,007 792,318
---------- -------- --------

Interest expense:
Deposits (note 6) .......................................................... 420,173 323,752 314,036
Federal funds purchased and securities sold under agreement to repurchase .. 78,445 39,427 15,413
Long-term debt ............................................................. 36,855 11,534 7,804
---------- -------- --------
Total interest expense ............................................... 535,473 374,713 337,253
---------- -------- --------

Net interest income .................................................. 562,332 513,294 455,065
Provision for losses on loans (note 4) ........................................ 44,341 34,007 26,882
---------- -------- --------
Net interest income after provision for losses on loans .............. 517,991 479,287 428,183
---------- -------- --------

Non-interest income:
Data processing services ................................................... 559,306 490,154 365,605
Service charges on deposit accounts ........................................ 76,002 70,161 62,884
Fees for trust services .................................................... 22,204 20,031 15,341
Brokerage revenue .......................................................... 16,063 14,076 11,429
Mortgage banking income .................................................... 21,741 21,196 21,366
Credit card fees ........................................................... 19,129 15,123 13,581
Securities gains, net (note 3) ............................................. 781 1,202 1,299
Other operating income (note 18) ........................................... 118,287 107,822 90,708
---------- -------- --------
Total non-interest income ............................................ 833,513 739,765 582,213
---------- -------- --------

Non-interest expense:
Salaries and other personnel expense (notes 12 and 13) ..................... 495,477 457,741 390,142
Net occupancy and equipment expense (notes 5 and 10) ....................... 225,675 208,197 158,218
Other operating expenses (note 18) ......................................... 202,122 190,611 147,452
---------- -------- --------
Total non-interest expense ........................................... 923,274 856,549 695,812
---------- -------- --------

Minority interest in subsidiaries' net income ................................. 16,495 13,188 10,559

Income before income taxes ........................................... 411,735 349,315 304,025
Income tax expense (note 15) .................................................. 149,178 124,008 107,560
---------- -------- --------

Net income ........................................................... $ 262,557 225,307 196,465
========== ======== ========

Net income per share (notes 9 and 13):
Basic ...................................................................... $ .93 .80 .72
========== ======== ========

Diluted .................................................................... .92 .80 .71
========== ======== ========

Weighted average shares outstanding (notes 9 and 13):
Basic ...................................................................... 283,552 280,016 272,416
========== ======== ========

Diluted .................................................................... 286,882 283,355 277,223
========== ======== ========

See accompanying notes to consolidated financial statements.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-3

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY [LOGO]

(In thousands, except per share data)

SHARES COMMON TREASURY
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 ISSUED STOCK SURPLUS STOCK
----------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1997 ..................................... 270,324 $ 270,324 31,529 (1,307)
Net income ....................................................... -- -- -- --
Other comprehensive income, net of tax (note 8):
Change in unrealized gains/losses on investment securities
available for sale, net of reclassification adjustment ...... -- -- -- --
Gain on foreign currency translation ......................... -- -- -- --

Other comprehensive income ................................... -- -- -- --

Comprehensive income ............................................. -- -- -- --

Issuance of common stock for acquisitions (note 2) ............... 6,436 6,436 14,517 --
Cash dividends declared -- $.29 per share ........................ -- -- -- --
Cash dividends of pooled subsidiaries prior to acquisition ....... -- -- -- --
Amortization of restricted stock (note 13) ....................... -- -- 36 --
Stock options exercised (note 13) ................................ 2,050 2,050 8,060 --
Stock option tax benefit ......................................... -- -- 5,351 --
Treasury stock purchased by subsidiary prior to acquisition ...... -- -- -- (3,792)
Ownership change at majority-owned subsidiary .................... -- -- 141 --
Fractional shares for stock split ................................ (3) (3) (77) --
Commitment of stock donation to charitable foundation ............ -- -- 100 --
--------- --------- -------- -------
Balance at December 31, 1998 ..................................... 278,807 278,807 59,657 (5,099)

Net income ....................................................... -- -- -- --
Other comprehensive loss, net of tax (note 8):
Change in unrealized gains/losses on investment
securities available for sale, net of
reclassification adjustment ................................. -- -- -- --
Loss on foreign currency translation ......................... -- -- -- --

Other comprehensive loss ..................................... -- -- -- --

Comprehensive income ............................................. -- -- -- --

Issuance of common stock for acquisitions (note 2) ............... 2,325 2,325 9,269 --
Issuance of treasury stock for purchase acquisition (note 2) ..... -- -- -- 1,860
Cash dividends declared -- $.36 per share ........................ -- -- -- --
Cash dividends of pooled subsidiaries prior to acquisition ....... -- -- -- --
Amortization of restricted stock (note 13) ....................... -- -- -- --
Stock options exercised (note 13) ................................ 1,150 1,150 5,620 --
Stock option tax benefit ......................................... -- -- 7,390 --
Retirement of subsidiary's treasury stock upon acquisition ....... (93) (93) (1,861) 1,954
Ownership change at majority-owned subsidiary .................... -- -- (985) --
Commitment of stock donation to charitable foundation ............ -- -- 100 --
--------- --------- -------- -------
BALANCE AT DECEMBER 31, 1999 ..................................... 282,189 282,189 79,190 (1,285)
NET INCOME ....................................................... -- -- -- --
OTHER COMPREHENSIVE INCOME, NET OF TAX (NOTE 8):
CHANGE IN UNREALIZED GAINS/LOSSES ON INVESTMENT
SECURITIES AVAILABLE FOR SALE, NET OF RECLASSIFICATION
ADJUSTMENT ................................................... -- -- -- --
LOSS ON FOREIGN CURRENCY TRANSLATION .......................... -- -- -- --

OTHER COMPREHENSIVE INCOME .................................... -- -- -- --

COMPREHENSIVE INCOME ............................................. -- -- -- --

ISSUANCE OF COMMON STOCK FOR ACQUISITION (NOTE 2) ................ 1,415 1,415 16,934 --
CASH DIVIDENDS DECLARED - $.44 PER SHARE ......................... -- -- -- --
AMORTIZATION OF RESTRICTED STOCK (NOTE 13) ....................... -- -- -- --
STOCK OPTIONS EXERCISED (NOTE 13) ................................ 1,209 1,209 8,806 --
ISSUANCE OF RESTRICTED STOCK ..................................... 5 5 92 --
STOCK OPTION TAX BENEFIT ......................................... -- -- 3,594 --
OWNERSHIP CHANGE AT MAJORITY-OWNED SUBSIDIARY .................... -- -- (964) --
--------- --------- -------- -------
BALANCE AT DECEMBER 31, 2000 ..................................... 284,818 $ 284,818 107,652 (1,285)
========= ========= ======== =======

ACCUMULATED
UNAMORTIZED OTHER
RESTRICTED COMPREHENSIVE RETAINED
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 STOCK INCOME (LOSS) EARNINGS TOTAL
-------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1997 ..................................... (3,734) 5,924 634,486 937,222
Net income ....................................................... -- -- 196,465 196,465
Other comprehensive income, net of tax (note 8):
Change in unrealized gains/losses on investment securities
available for sale, net of reclassification adjustment ...... -- 4,450 -- 4,450
Gain on foreign currency translation ......................... -- 1 -- 1
----------
Other comprehensive income ................................... -- -- -- 4,451
----------
Comprehensive income ............................................. -- -- -- 200,916
----------
Issuance of common stock for acquisitions (note 2) ............... -- 100 20,188 41,241
Cash dividends declared -- $.29 per share ........................ -- -- (77,696) (77,696)
Cash dividends of pooled subsidiaries prior to acquisition ....... -- -- (2,821) (2,821)
Amortization of restricted stock (note 13) ....................... 1,189 -- -- 1,225
Stock options exercised (note 13) ................................ -- -- -- 10,110
Stock option tax benefit ......................................... -- -- -- 5,351
Treasury stock purchased by subsidiary prior to acquisition ...... -- -- -- (3,792)
Ownership change at majority-owned subsidiary .................... -- -- -- 141
Fractional shares for stock split ................................ -- -- -- (80)
Commitment of stock donation to charitable foundation ............ -- -- -- 100
------- -------- --------- ----------
Balance at December 31, 1998 ..................................... (2,545) 10,475 770,622 1,111,917
Net income ....................................................... -- -- 225,307 225,307
Other comprehensive loss, net of tax (note 8):
Change in unrealized gains/losses on investment
securities available for sale, net of
reclassification adjustment ................................. -- (39,913) -- (39,913)
Loss on foreign currency translation ......................... -- (223) -- (223)
----------
Other comprehensive loss ..................................... -- -- -- (40,136)
----------
Comprehensive income ............................................. -- -- -- 185,171
----------
Issuance of common stock for acquisitions (note 2) ............... -- (473) 6,335 17,456
Issuance of treasury stock for purchase acquisition (note 2) ..... -- -- -- 1,860
Cash dividends declared -- $.36 per share ........................ -- -- (98,460) (98,460)
Cash dividends of pooled subsidiaries prior to acquisition ....... -- -- (5,774) (5,774)
Amortization of restricted stock (note 13) ....................... 1,252 -- -- 1,252
Stock options exercised (note 13) ................................ -- -- -- 6,770
Stock option tax benefit ......................................... -- -- -- 7,390
Retirement of subsidiary's treasury stock upon acquisition ....... -- -- -- --
Ownership change at majority-owned subsidiary .................... -- -- (28) (1,013)
Commitment of stock donation to charitable foundation ............ -- -- -- 100
------- -------- --------- ----------
BALANCE AT DECEMBER 31, 1999 ..................................... (1,293) (30,134) 898,002 1,226,669
NET INCOME ....................................................... -- -- 262,557 262,557
OTHER COMPREHENSIVE INCOME, NET OF TAX (NOTE 8):
CHANGE IN UNREALIZED GAINS/LOSSES ON INVESTMENT
SECURITIES AVAILABLE FOR SALE, NET OF RECLASSIFICATION
ADJUSTMENT ................................................... -- 36,199 -- 36,199
LOSS ON FOREIGN CURRENCY TRANSLATION .......................... -- (129) -- (129)
----------
OTHER COMPREHENSIVE INCOME .................................... -- -- -- 36,070
----------
COMPREHENSIVE INCOME ............................................. -- -- -- 298,627
----------
ISSUANCE OF COMMON STOCK FOR ACQUISITION (NOTE 2) ................ -- -- (15,246) 3,103
CASH DIVIDENDS DECLARED - $.44 PER SHARE ......................... -- -- (124,882) (124,882)
AMORTIZATION OF RESTRICTED STOCK (NOTE 13) ....................... 1,009 -- -- 1,009
STOCK OPTIONS EXERCISED (NOTE 13) ................................ -- -- -- 10,015
ISSUANCE OF RESTRICTED STOCK ..................................... (97) -- -- --
STOCK OPTION TAX BENEFIT ......................................... -- -- -- 3,594
OWNERSHIP CHANGE AT MAJORITY-OWNED SUBSIDIARY .................... -- -- -- (964)
------- -------- --------- ----------
BALANCE AT DECEMBER 31, 2000 ..................................... (381) 5,936 1,020,431 1,417,171
======= ======== ========= ==========

See accompanying notes to consolidated financial statements.

F-4 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

CONSOLIDATED STATEMENTS OF CASH FLOWS [LOGO]

(In thousands)

YEARS ENDED DECEMBER 31, 2000 1999 1998
------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
Net income .......................................................... $ 262,557 225,307 196,465
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for losses on loans .................................... 44,341 34,007 26,882
Depreciation, amortization, and accretion, net ................... 80,502 72,475 61,019
Deferred income tax (benefit) expense ............................ (4,459) 144 6,227
Increase in interest receivable .................................. (30,544) (7,449) (3,097)
Increase in interest payable ..................................... 25,106 9,204 3,183
Minority interest in subsidiaries' net income .................... 16,495 13,188 10,559
(Increase) decrease in mortgage loans held for sale .............. (25,089) 73,086 (85,376)
Other, net ....................................................... 85,416 33,334 (51,811)
----------- ----------- ---------
Net cash provided by operating activities ..................... 454,325 453,296 164,051
----------- ----------- ---------
INVESTING ACTIVITIES
Cash acquired from acquisitions ..................................... 2,877 7,639 22,230
Net increase in interest earning deposits with banks ................ (1,878) (339) (10,514)
Net (increase) decrease in federal funds sold ....................... (283,672) (11,477) 50,876
Proceeds from maturities and principal collections of investment
securities available for sale ..................................... 198,078 453,143 627,897
Proceeds from sales of investment securities available for sale ..... 33,553 48,472 131,493
Purchases of investment securities available for sale ............... (262,299) (695,526) (914,456)
Proceeds from maturities and principal collections of investment
securities held to maturity ....................................... 37,591 63,875 161,111
Purchases of investment securities held to maturity ................. (31,126) (32,781) (92,290)
Net increase in loans ............................................... (1,762,348) (1,416,486) (456,610)
Purchases of premises and equipment ................................. (170,559) (124,462) (119,149)
Proceeds from disposals of premises and equipment ................... 4,081 8,315 2,262
Net cash paid on sale of branches ................................... (96,135) (55,641) --
Proceeds from sales of other real estate ............................ 10,136 8,520 10,692
Additions to contract acquisition costs ............................. (41,713) (15,812) (20,105)
Refund of contract acquisition costs ................................ 10,000 -- --
Additions to computer software ...................................... (72,685) (54,189) (39,502)
----------- ----------- ---------
Net cash used in investing activities ......................... (2,426,099) (1,816,749) (646,065)
----------- ----------- ---------
FINANCING ACTIVITIES
Net increase in demand and savings deposits ......................... 918,781 174,703 468,250
Net increase (decrease) in certificates of deposit .................. 955,153 432,420 (130,939)
Net (decrease) increase in federal funds purchased and securities
sold under agreement to repurchase ................................ (221,575) 758,104 190,331
Principal repayments on long-term debt .............................. (3,778) (2,030) (15,430)
Proceeds from issuance of long-term debt ............................ 525,786 186,849 8,320
Purchases of treasury stock ......................................... -- -- (3,792)
Purchases of treasury stock by majority-owned subsidiary ............ (2,077) (1,291) --
Dividends paid to shareholders ...................................... (119,012) (98,837) (76,665)
Proceeds from issuance of common stock .............................. 10,007 6,702 9,220
----------- ----------- ---------
Net cash provided by financing activities ..................... 2,063,285 1,456,620 449,295
----------- ----------- ---------

Increase (decrease) in cash and cash equivalents ....................... 91,511 93,167 (32,719)
Cash and cash equivalents at beginning of period ....................... 466,543 373,376 406,095
----------- ----------- ---------
Cash and cash equivalents at end of period ............................. $ 558,054 466,543 373,376
=========== =========== =========

See accompanying notes to consolidated financial statements.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS OPERATIONS

The consolidated financial statements include the accounts of Synovus
Financial Corp. (Parent Company) and its consolidated subsidiaries, all but one
of which were wholly-owned at December 31, 2000. Synovus has 39 wholly-owned
bank subsidiaries predominantly involved in retail and commercial banking
activities. Other wholly-owned subsidiary business activities include trust,
mortgage, insurance, brokerage, software solutions provider, and debt collection
and bankruptcy management. Total System Services, Inc. (TSYS), an 80.8% owned
subsidiary, provides bankcard data processing and related services to banks and
other card-issuing companies. In addition, the financial statements include
joint ventures accounted for under the equity method.

Synovus has two reportable segments: banking operations and transaction
processing services. For the year ended December 31, 2000, revenues (defined as
net interest income plus non-interest income) from the banking operations
segment represent 54.5% of the consolidated revenues, while the transaction
processing services segment represents the remaining 45.5% of consolidated
revenues. The banking operations' revenues are earned in four southeastern
states: Georgia (61%), Alabama (18%), South Carolina (14%), and Florida (7%).
Transaction processing services are provided to financial institutions and other
organizations throughout the United States, Mexico, Canada, Honduras and the
Caribbean. TSYS will begin offering its services to financial institutions in
Europe in 2001. TSYS currently offers merchant services to financial
institutions and other organizations in Japan.

BASIS OF PRESENTATION

In preparing the consolidated financial statements in accordance with
generally accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities as of the
date of the balance sheet and the reported amounts of revenues and expenses for
the period. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant
change relate to the determination of the allowance for loan losses; the
valuation of real estate acquired in connection with foreclosures or in
satisfaction of loans; and the disclosures for contingent assets and
liabilities. In connection with the determination of the allowance for loan
losses and the valuation of other real estate, management obtains independent
appraisals for significant properties and properties collateralizing impaired
loans.

The accounting and reporting policies of Synovus Financial Corp. and
subsidiaries (Synovus) conform to generally accepted accounting principles and
to general practices within the banking and bankcard data processing industries.
All significant intercompany accounts and transactions have been eliminated in
consolidation. The following is a description of the more significant of those
policies.

CASH FLOW INFORMATION

For the years ended December 31, 2000, 1999, and 1998, income taxes of
$143 million, $106 million, and $95 million, and interest of $510 million, $367
million, and $334 million, respectively, were paid.

Loans receivable of approximately $15 million, $4 million, and $9
million were transferred to other real estate during 2000, 1999, and 1998,
respectively.

FEDERAL FUNDS SOLD, FEDERAL FUNDS PURCHASED, AND SECURITIES SOLD UNDER
AGREEMENT TO REPURCHASE

Federal funds sold, federal funds purchased, and securities sold under
agreement to repurchase generally mature in one day.

MORTGAGE LOANS HELD FOR SALE

Mortgage loans held for sale are carried at the lower of aggregate cost
or fair value. Fair values are based upon quoted prices from secondary market
investors and forward commitments to sell. No valuation allowances were required
at December 31, 2000 or 1999.

The cost of mortgage loans held for sale is the mortgage note amount
plus certain net origination costs less discounts collected.

INVESTMENT SECURITIES

Synovus classifies its securities into two categories: available for
sale or held to maturity. Held to maturity securities are those securities for
which Synovus has the ability and intent to hold until maturity. All other
securities not included in held to maturity are classified as available for
sale.

Available for sale securities are recorded at fair value. Fair value is
determined at a specific point in time, based on quoted market prices. Held to
maturity securities are recorded at cost, adjusted for the amortization or
accretion of premiums or discounts. Unrealized gains and losses, net of the
related tax effect, on securities available for sale are excluded from earnings
and are reported as a separate component of shareholders' equity, within other
comprehensive income, until realized. Transfers of securities between categories
are recorded at fair value at the date of transfer. The unrealized gains or
losses included in other comprehensive income for a security transferred from
available for sale to held to maturity are maintained and amortized into
earnings over the remaining life of the security as an adjustment to yield in a
manner consistent with the amortization or accretion of premium or discount on
the associated security.

A decline in the market value of any available for sale or held to
maturity security below cost that is deemed other than temporary results in a
charge to earnings and the establishment of a new cost basis for the security.

Premiums and discounts are amortized or accreted over the life of the
related security as an adjustment to the yield using the effective interest
method and prepayment assumptions. Dividend and interest income are recognized
when earned. Realized gains and losses for securities classified as available
for sale and held to maturity are included in earnings and are derived using the
specific identification method for determining the amortized cost of securities
sold.

Gains and losses on sales of investment securities are recognized on
the settlement date, based on the amortized cost of the specific security. The
financial statement impact of settlement date accounting versus trade date
accounting is immaterial.

LOANS AND INTEREST INCOME

Loans are reported at principal amounts outstanding less unearned
income, net deferred fees, and the allowance for loan losses.

Interest income on consumer loans, made on a discount basis, is
recognized in a manner which approximates the level yield method. Interest
income on substantially all other loans is recognized on a level yield basis.

F-6 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

Loan fees, net of certain direct origination costs, are deferred and
amortized over the terms of the loans using a method which approximates a level
yield. Annual fees, net of costs, collected for credit cards are recognized on a
straight-line basis over the period the fee entitles the cardholder to use the
card.

Loans on which the accrual of interest has been discontinued are
designated as nonaccrual loans. Accrual of interest on loans is discontinued
when reasonable doubt exists as to the full collection of interest or principal,
or when they become contractually in default for 90 days or more as to either
interest or principal, unless they are both well-secured and in the process of
collection. When a loan is placed on nonaccrual status, previously accrued and
uncollected interest is charged to interest income on loans, unless management
believes that the accrued interest is recoverable through the liquidation of
collateral. Interest payments received on nonaccrual loans are applied as a
reduction of principal. Loans are returned to accruing status when they are
brought fully current with respect to interest and principal and when, in the
judgment of management, the loans are estimated to be fully collectible as to
both principal and interest. Such interest, when ultimately collected, is
recorded as interest income in the period received. Interest on accruing
impaired loans is recognized as long as such loans do not meet the criteria for
nonaccrual classification.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through provisions for
loan losses charged to operations. Loans are charged against the allowance for
loan losses when management believes that the collection of principal is
unlikely. Subsequent recoveries are added to the allowance. Management's
evaluation of the adequacy of the allowance for loan losses is based on a formal
analysis which assesses the risk within the loan portfolio. This analysis
includes consideration of historical performance, current economic conditions,
level of nonperforming loans, loan concentrations, and review of certain
individual loans.

Management believes that the allowance for loan losses is adequate.
While management uses available information to recognize losses on loans, future
additions to the allowance for loan losses may be necessary based on changes in
economic conditions. In addition, various regulatory agencies, as an integral
part of their examination process, periodically review the subsidiary banks'
allowances for loan losses. Such agencies may require the subsidiary banks to
recognize additions to the allowance for loan losses based on their judgments
about information available to them at the time of their examination.

Management, considering current information and events regarding a
borrowers' ability to repay its obligations, considers a loan to be impaired
when the ultimate collectibility of all amounts due, according to the
contractual terms of the loan agreement, is in doubt. When a loan is considered
to be impaired, the amount of impairment is measured based on the present value
of expected future cash flows discounted at the loan's effective interest rate.
If the loan is collateral-dependent, the fair value of the collateral is used to
determine the amount of impairment. Impairment losses are included in the
allowance for loan losses through a charge to the provision for losses on loans.
Subsequent recoveries are added to the allowance for loan losses. Cash receipts
for accruing loans are applied to principal and interest under the contractual
terms of the loan agreement. Cash receipts on impaired loans for which the
accrual of interest has been discontinued are applied first to principal and
then to interest income.

The accounting for impaired loans described above applies to all loans,
except for large pools of smaller-balance, homogeneous loans that are
collectively evaluated for impairment, loans that are measured at fair value or
at the lower of cost or fair value, and debt securities. The allowance for loan
losses for large pools of smaller-balance, homogeneous loans is established
through consideration of such factors as changes in the nature and volume of the
portfolio, overall portfolio quality, adequacy of the underlying collateral,
loan concentrations, historical charge-off trends, and economic conditions that
may affect the borrowers' ability to pay.

PREMISES AND EQUIPMENT

Premises and equipment, including leasehold improvements and purchased
internal-use software, are reported at cost, less accumulated depreciation and
amortization, which are computed using straight-line or accelerated methods over
the estimated useful lives of the related assets.

OTHER ASSETS

The following paragraphs describe some of the more significant amounts
included in other assets. Long-lived assets and certain identifiable intangibles
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
the assets described below is measured by a comparison of the carrying amount of
the asset to future undiscounted cash flows expected to be generated by the
asset. If such assets are considered impaired, the amount of impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.

Intangibles:

Goodwill, which represents the excess of cost over the fair value of
net assets acquired of purchased companies, is being amortized using the
straight-line method over periods from 5 to 40 years.

Core deposit premiums resulting from the valuation of core deposit
intangibles acquired in business combinations or in the purchase of branch
offices are amortized using accelerated methods over periods not exceeding the
estimated average remaining life of the existing customer deposit bases
acquired. Amortization periods range from 10 to 18 years.

Amortization periods for intangible assets are monitored to determine
if events and circumstances require such periods to be reduced.

Computer Software:

Development costs for software used by TSYS are capitalized from the
time technological feasibility of the software product or enhancement is
established until the software is ready for use in licensing to or providing
processing services to customers. Research and development costs and computer
software maintenance costs are expensed as incurred. Software development costs
related to the TS(2) processing system are amortized using the greater of the
straight-line method over the estimated useful life of 10 years or the ratio of
current revenues to current and anticipated revenues. All other software
development costs and costs of purchased computer software are amortized using
the greater of the straight-line method over the estimated useful life not to
exceed 5 years or the ratio of current revenues to current and anticipated
revenues.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

Investments in Company-Owned Life Insurance Programs:

Premiums paid for company-owned life insurance programs are recorded at
the net realizable value of the underlying insurance contracts. The change in
contract value during the period is recorded as an adjustment of premiums paid
in determining the expense or income to be recognized under the contract during
the period. Income or expense from company-owned life insurance programs is
included as a component of other operating income.

Investments in Joint Ventures:

TSYS' 49% investment in Total System Services de Mexico, S.A. de C.V.
(TSYS de Mexico), a bankcard data processing operation located in Mexico, is
accounted for under the equity method, as is TSYS' 50% investment in Vital
Processing Services L.L.C. (Vital), a merchant processing operation
headquartered in Tempe, Arizona.

Contract Acquisition Costs:

TSYS capitalizes certain contract acquisition costs related to signing
or renewing long-term contracts. These costs, which primarily consist of cash
payments for rights to provide processing services, incremental internal
conversion and software development costs, and third-party software development
costs, are amortized using the straight-line method over the contract term
beginning when the client's cardholder accounts are converted to TSYS'
processing system.

Other Real Estate:

Other real estate, consisting of properties obtained through
foreclosure or in satisfaction of loans, is reported at the lower of cost or
fair value, determined on the basis of current appraisals, comparable sales, and
other estimates of value obtained principally from independent sources, adjusted
for estimated selling costs. Any excess of the loan balance at the time of
foreclosure over the fair value of the real estate held as collateral is treated
as a loan charge-off. Gain or loss on sale and any subsequent adjustment to the
value are recorded as a component of non-interest expense.

Originated and Purchased Mortgage Servicing Rights:

The rights to service mortgage loans for others, regardless of whether
the servicing rights are acquired through either the purchase or origination of
mortgage loans, are recognized as separate assets. The capitalized mortgage
servicing rights are evaluated for impairment based upon the fair value of those
rights. Fair value is estimated by determining the present value of the
estimated future cash flows using discount rates commensurate with the risks
involved. In determining the present value, Synovus stratifies its mortgage
servicing rights based on risk characteristics including loan types, note rates,
and note terms.

Capitalized mortgage servicing rights are amortized in proportion to
and over the period of estimated net servicing income, using a method that
approximates a level yield and taking into consideration prepayment of the
underlying loans. Management re-evaluates the terms used for amortization based
upon prepayment history and adjusts the terms as necessary.

DERIVATIVE FINANCIAL INSTRUMENTS

As part of its overall interest rate risk management activities,
Synovus utilizes off-balance sheet derivatives to modify the repricing
characteristics of on-balance sheet assets and liabilities. The primary
instruments utilized by Synovus are interest rate swaps. Synovus has also
purchased interest rate floors to reduce asset sensitivity in falling rate
environments, but not in rising rate environments. The fair values of these
off-balance sheet derivative financial instruments are based on dealer quotes
and third party financial models.

Interest rate swaps, purchased floors, and purchased caps are accounted
for on an accrual basis, and the net interest differential, including premiums
paid, if any, is recognized as an adjustment to interest income or expense of
the related designated asset or liability. Changes in the fair values of the
swaps, purchased floors, and purchased caps are not recorded in the consolidated
statements of income because these agreements are being treated as synthetic
alterations of the designated assets or liabilities. Synovus considers its
interest rate swaps to be a synthetic alteration of an asset or liability as
long as (i) the swap is designated with a specific asset or liability or finite
pool of assets or liabilities; (ii) there is a high correlation, at inception
and throughout the period of the synthetic alteration, between changes in the
interest income or expense generated by the swap and changes in the interest
income or expense generated by the designated asset or liability; (iii) the
notional amount of the swap is less than or equal to the principal amount of the
designated asset or liability; and (iv) the swap term is less than or equal to
the expected remaining term of the designated asset or liability. The criteria
for consideration of a floor or cap as a synthetic alteration of an asset or
liability are generally the same as those for a swap arrangement.

If the swap, purchased floor, or purchased cap arrangements are
terminated before their maturity, the net proceeds received or paid are deferred
and amortized over the shorter of the remaining contract life or the maturity of
the designated asset or liability as an adjustment to interest income or
expense. If the designated asset or liability is sold or matures, the swap
agreement is marked to market and the gain or loss is included with the gain or
loss on the sale or maturity of the designated asset or liability. Changes in
the fair value of any undesignated swaps, purchased floors, and purchased caps
are included in other income in the consolidated statements of income.

Premiums paid for purchased interest rate floor agreements are
amortized to interest income or expense over the terms of the floors.
Unamortized premiums are included in other assets in the consolidated balance
sheets. Amounts receivable or payable under floor agreements are accrued as an
adjustment to interest income or expense.

DATA PROCESSING SERVICES

TSYS' bankcard data processing revenues are derived from long-term
processing contracts with banks and other institutions, and are recognized as
revenues at the time the services are performed. TSYS' service contracts
generally contain terms ranging from 3 to 10 years.

INCOME TAXES

Synovus uses the asset and liability method to account for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Synovus files a consolidated federal income tax return with its wholly-owned and
majority-owned subsidiaries.

F-8 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

STOCK-BASED COMPENSATION

Synovus accounts for its fixed stock-based compensation in accordance
with the provisions set forth in Accounting Principles Board (APB) Opinion No.
25, "Accounting for Stock Issued to Employees," and related interpretations. In
accordance with APB Opinion No. 25, compensation expense is recorded on the
grant date only to the extent that the current market price of the underlying
stock exceeds the exercise price on the grant date.

The pro forma net income and earnings per share disclosures for
employee stock-based grants made in 1995 and future years are determined based
upon the fair-value-based method which is defined in SFAS No. 123, "Accounting
for Stock-Based Compensation.

POSTRETIREMENT BENEFITS

Synovus sponsors a defined benefit health care plan for substantially
all of its employees and early retirees. The expected costs of retiree health
care and other postretirement benefits are being expensed over the period that
employees provide service.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates are made at a specific point in time, based on
relevant market information and other information about the financial
instrument. These estimates do not reflect any premium or discount that could
result from offering for sale, at one time, the entire holdings of a particular
financial instrument. Because no market exists for a portion of the financial
instruments, fair value estimates are also based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are subjective
in nature and involve uncertainties and matters of significant judgment and
therefore cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.

Fair value estimates are based on existing on- and off-balance sheet
financial instruments, without attempting to estimate the value of anticipated
future business, and the value of assets and liabilities that are not considered
financial instruments. Significant assets and liabilities that are not
considered financial instruments include deferred tax accounts, premises and
equipment, computer software, and goodwill. In addition, the tax ramifications
related to the realization of the unrealized gains and losses can have a
significant effect on fair value estimates and have not been considered in any
of the estimates.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In June 2000, the FASB issued
SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138 standardize
the accounting for derivative instruments, including certain derivative
instruments embedded in other contracts. Under the standards, entities are
required to carry all derivative instruments on the balance sheet at fair value.
The accounting for changes in the fair value (i.e., gains or losses) of a
derivative instrument depends on whether it has been designated and qualifies as
part of a hedging relationship and, if so, on the reason for holding it. If
certain conditions are met, entities may elect to designate a derivative
instrument as a hedge of exposures to changes in fair values, cash flows, or
foreign currencies. If the hedged exposure is a fair value exposure, the gain or
loss on the derivative instrument is recognized in earnings in the period of
change, together with the offsetting loss or gain on the hedged item
attributable to the risk being hedged. If the hedged exposure is a cash flow
exposure, the effective portion of the gain or loss on the derivative instrument
is reported initially as a component of other comprehensive income (outside
earnings), and subsequently reclassified into earnings when the forecasted
transaction affects earnings. Any amounts excluded from the assessment of hedge
effectiveness, as well as the ineffective portion of the gain or loss, are
reported in earnings immediately. If the derivative instrument is not designated
as a hedge, the gain or loss is recognized in earnings in the period of change.

Synovus adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001. In
accordance with the transition provisions of SFAS No. 133, Synovus recorded a
net-of-tax cumulative-effect gain of $765,000 in accumulated other comprehensive
income to recognize at fair value all derivatives that are designated as
cash-flow hedging instruments. Gains and losses on derivatives that was
previously deferred as adjustments to the carrying amount of hedged items were
not adjusted. Synovus expects to reclassify as net of tax earnings during the
next twelve months $160,000 in gains from the transition adjustment that was
recorded in accumulated other comprehensive income.

In September 2000, SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities", was issued.
SFAS No. 140 is effective for all transfers and servicing of financial assets
and extinguishments of liabilities after March 31, 2001. The Statement is
effective for recognition and reclassification of collateral and disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. Due to the nature of its activities, Synovus does not
expect a material change to its results of operations as a result of adopting
SFAS No. 140.

OTHER

Certain amounts in 1999 and 1998 have been reclassified to conform with
the presentation adopted in 2000.

NOTE 2 BUSINESS COMBINATIONS

On May 31, 2000, Synovus completed the acquisition of ProCard,
Inc.((R))(ProCard), a provider of software and Internet tools designed to assist
organizations with the management of purchasing, travel and fleet card programs.
Synovus issued 1,415,053 shares of common stock for all of the outstanding
capital stock of ProCard. The acquisition was accounted for as a pooling of
interests, except that the financial information preceding the date of
acquisition has not been restated to include the financial position and results
of operations of ProCard since the effect was not material.

On October 31, 1999, Synovus completed the acquisitions of Ready Bank
of Fort Walton Beach Holding Company, Inc. with $65 million in assets, and
Horizon Bancshares, Inc. with $60 million in assets. Synovus issued 1,946,416
shares of common stock for all the issued and outstanding shares of these two
entities. Both transactions were accounted for as poolings of interests, except
that the financial information preceding the dates of acquisition have not been
restated to include the financial condition and results of operations of these
two entities since the effect was not material.

On September 30, 1999, Synovus completed the acquisition of the $306 million
asset Merit Holding Corporation. Merit Holding Corporation (Merit) is the parent
company of Mountain

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

National Bank in Tucker, Georgia, and Charter Bank & Trust Co. in Marietta,
Georgia. Synovus issued 5,995,085 shares of common stock for all the issued and
outstanding shares of Merit.

On September 30, 1999, Synovus completed the acquisition of the debt
collection and bankruptcy management business offered by Wallace & de Mayo
(WDM), a firm based in Norcross, Georgia. Synovus issued 2,339,624 shares of
common stock for all of the outstanding common stock of WDM. Effective September
30, 1999, WDM operates as TSYS Total Debt Management, Inc. (TDM), a wholly-owned
subsidiary of Synovus.

The aforementioned two acquisitions have been accounted for as poolings
of interests. Accordingly, the financial statements for all periods presented
have been restated to include the financial condition and results of operations
of these two entities. The consolidated financial statements for the three years
ended December 31, 2000, have been restated for the mergers with Merit and WDM
as follows:

YEARS ENDED DECEMBER 31,
----------------------------------------
(In thousands) 2000 1999 1998
---------------------------------------------------------------------------------------------------------------

Net interest income (expense):
Synovus -- exclusive of pre-acquisition amounts .............. $ 562,332 500,983 440,361
Merit Holding Corporation and subsidiaries ................... -- 12,311 14,722
Wallace & de Mayo ............................................ -- -- (18)
---------- -------- --------
Total ..................................................... $ 562,332 513,294 455,065
========== ======== ========
Non-interest income:
Synovus -- exclusive of pre-acquisition amounts .............. $ 833,513 718,236 562,137
Merit Holding Corporation and subsidiaries ................... -- 1,328 1,550
Wallace & de Mayo ............................................ -- 20,201 18,526
---------- -------- --------
Total ..................................................... $ 833,513 739,765 582,213
========== ======== ========
Net income:
Synovus -- exclusive of pre-acquisition amounts .............. $ 262,557 217,432 187,107
Merit Holding Corporation and subsidiaries ................... -- 3,932 4,955
Wallace & de Mayo(*) ......................................... -- 3,943 4,403
---------- -------- --------
Total ..................................................... $ 262,557 225,307 196,465
========== ======== ========

(*)Prior to its merger with Synovus, WDM was a nontaxable enterprise due to its
S corporation status. Accordingly, the pre-acquisition net income amounts shown
above for WDM do not include income tax expense. Pro forma income tax expense
related to WDM's net income for the years ended December 31, 1999 and 1998 would
be approximately $1.4 million and $1.5 million, respectively.

On January 31, 1999, Synovus issued 333,163 shares of common stock to
acquire the remaining 80% interest in Canterbury Trust Company, Inc., which
provides trust, custody, investment and consulting services to large
institutional clients. The acquisition was accounted for as a purchase resulting
in goodwill of $5.5 million, which is being amortized on a straight-line basis
over fifteen years.

On January 29, 1999, Merit acquired Source Capital Group I, Inc., an
Atlanta-based equipment leasing company, in exchange for 100,000 shares of
Merit's common stock (equivalent of 125,330 Synovus shares), valued at
approximately $1.9 million. The acquisition was accounted for as a purchase
resulting in goodwill of $1.3 million, which is being amortized on a
straight-line basis over fifteen years.

On December 18, 1998, Synovus completed the acquisition of the $178
million asset Georgia Bank & Trust (GB&T), located in Calhoun, Georgia. Synovus
issued 1,811,058 shares of common stock for all the issued and outstanding
shares of GB&T.

On November 30, 1998, Synovus completed the acquisition of the $55
million asset Bank of Georgia, located in Watkinsville, Georgia. Synovus issued
850,269 shares of common stock for all the issued and outstanding shares of Bank
of Georgia.

On September 1, 1998, Synovus completed the acquisition of the $348
million asset Community Bank Capital Corporation (CBCC). CBCC is the parent
company of the Bank of North Georgia, located in Alpharetta, Georgia. Synovus
issued 3,774,531 shares of common stock for all the issued and outstanding
shares of CBCC.

The aforementioned three acquisitions have been accounted for as
poolings of interests, except that the financial information preceding the dates
of acquisition have not been restated to include the financial position and
results of operations of these acquired entities since the effect was not
material. Net income for the year ended December 31, 1998 would have been
increased by $2.6 million if the previous periods had been restated.

F-10 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

NOTE 3 INVESTMENT SECURITIES

The amortized cost, gross unrealized gains and losses, and estimated
fair values of investment securities at December 31, 2000 and 1999 are
summarized as follows:

DECEMBER 31, 2000
--------------------------------------------------
INVESTMENT SECURITIES AVAILABLE FOR SALE GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
(In thousands) COST GAINS LOSSES VALUE
--------------------------------------------------------------------------------------------------

U.S. Treasury and U.S. Government agencies $1,307,988 9,353 (3,048) 1,314,293
Mortgage-backed securities ............... 433,036 5,197 (1,426) 436,807
State and municipal ...................... 35,146 408 (278) 35,276
Other investments ........................ 19,707 2,714 (1,758) 20,663
---------- ------ ------ ---------
Total ................................. $1,795,877 17,672 (6,510) 1,807,039
========== ====== ====== =========

DECEMBER 31, 1999
--------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
(In thousands) COST GAINS LOSSES VALUE
--------------------------------------------------------------------------------------------------

U.S. Treasury and U.S. Government agencies $1,327,368 446 (39,861) 1,287,953
Mortgage-backed securities ............... 403,096 251 (10,567) 392,780
State and municipal ...................... 15,736 71 (681) 15,126
Other investments ........................ 18,094 3,597 (872) 20,819
---------- ------ ------ ---------
Total ................................. $1,764,294 4,365 (51,981) 1,716,678
========== ====== ======= =========

DECEMBER 31, 2000
--------------------------------------------------
INVESTMENT SECURITIES HELD TO MATURITY GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
(In thousands) COST GAINS LOSSES VALUE
--------------------------------------------------------------------------------------------------

U.S. Treasury and U.S. Government agencies $ 11,717 49 (64) 11,702
Mortgage-backed securities ............... 38,592 356 (73) 38,875
State and municipal ...................... 183,744 4,703 (374) 188,073
Other investments ........................ 36,836 -- (253) 36,583
---------- ------ ------ ---------
Total ................................. $ 270,889 5,108 (764) 275,233
========== ====== ====== =========

U.S. Treasury and U.S. Government agencies $ 24,914 16 (294) 24,636
Mortgage-backed securities ............... 53,698 218 (937) 52,979
State and municipal ...................... 169,745 1,041 (3,697) 167,089
Other investments ........................ 28,922 -- (122) 28,800
---------- ------ ------ ---------
Total ................................. $ 277,279 1,275 (5,050) 273,504
========== ====== ====== =========

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

The amortized cost and estimated fair value of investment securities at
December 31, 2000 by contractual maturity are shown below. Actual maturities may
differ from contractual maturities because issuers may have the right to call or
prepay obligations with or without call or prepayment penalties.

INVESTMENT SECURITIES INVESTMENT SECURITIES
HELD TO MATURITY AVAILABLE FOR SALE
-------------------------- -------------------------
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
(In thousands) COST FAIR VALUE COST FAIR VALUE
--------------------------------------------------------------------------------------------------------------

U. S. Treasury and U. S. Government agencies:
Within 1 year ................................. $ 8,019 8,068 132,415 132,813
1 to 5 years .................................. 3,698 3,635 889,200 892,548
5 to 10 years ................................. -- -- 280,878 283,439
More than 10 years ............................ -- -- 5,495 5,493
-------- ------- --------- ---------
$ 11,717 11,703 1,307,988 1,314,293
======== ======= ========= =========
State and municipal:
Within 1 year ................................. $ 7,624 7,676 12,080 11,912
1 to 5 years .................................. 41,355 41,672 4,104 4,158
5 to 10 years ................................. 83,587 85,705 7,684 7,755
More than 10 years ............................ 51,178 53,020 11,278 11,451
-------- ------- --------- ---------
$183,744 188,073 35,146 35,276
======== ======= ========= =========
Other investments:
Within 1 year ................................. $ 2,637 2,637 3,706 3,473
1 to 5 years .................................. 2,540 2,540 2,271 2,281
5 to 10 years ................................. 600 600 300 300
More than 10 years ............................ 31,059 30,806 13,430 14,609
-------- ------- --------- ---------
$ 36,836 36,583 19,707 20,663
======== ======= ========= =========

Mortgage-backed securities ....................... $ 38,592 38,874 433,036 436,807
======== ======= ========= =========
Total investment securities:
Within 1 year ................................. $ 18,280 18,381 148,201 148,198
1 to 5 years .................................. 47,593 47,847 895,575 898,987
5 to 10 years ................................. 84,187 86,305 288,862 291,494
More than 10 years ............................ 82,237 83,826 30,203 31,553
Mortgage-backed securities .................... 38,592 38,874 433,036 436,807
-------- ------- --------- ---------
$270,889 275,233 1,795,877 1,807,039
======== ======= ========= =========

A summary of sales transactions in the investment securities available
for sale portfolio for 2000, 1999, and 1998 is as follows:

GROSS GROSS
REALIZED REALIZED
(In thousands) PROCEEDS GAINS LOSSES
---------------------------------------------------------------------------------------------------

2000 ............................................... $ 33,553 842 (61)
1999 ............................................... 48,472 1,252 (50)
1998 ............................................... 131,493 1,371 (72)

There were no sales transactions in the investment securities held to
maturity portfolio during the three years ended December 31,2000. Securities
with a carrying value of $1,636,519 and $1,297,866 at December 31, 2000 and
1999, respectively, were pledged to secure certain deposits and repurchase
agreements as required by law.

F-12 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

NOTE 4 LOANS

Loans outstanding, by classification, are summarized as follows:

DECEMBER 31
--------------------------
(In thousands) 2000 1999
---------------------------------------------------------------------------

Commercial:
Commercial, financial, and
agricultural ............................ $ 3,940,870 3,195,512
Real estate-construction .................. 2,217,666 1,609,594
Real estate-mortgage ...................... 2,336,234 1,983,766
------------ ----------
Total commercial ....................... 8,494,770 6,788,872
------------ ----------
Retail:
Real estate-mortgage ...................... 1,184,437 1,089,217
Consumer loans-credit card ................ 233,137 237,546
Consumer loans-other ...................... 855,933 961,881
------------ ----------
Total retail ........................... 2,273,507 2,288,644
------------ ----------
Total loans $ 10,768,277 9,077,516
------------ ----------
Unearned income ........................... (16,390) (9,277)
------------ ----------
Total loans, net of unearned income .... $ 10,751,887 9,068,239
============ ==========

Activity in the allowance for loan losses is summarized as follows:

DECEMBER 31
-----------------------------------------
(In thousands) 2000 1999 1998
-----------------------------------------------------------------------------------

Balance at beginning of year ....... $ 127,558 114,109 105,705
Allowance for loan losses of
acquired subsidiaries ............ -- 2,928 6,170
Provision for losses on loans ...... 44,341 34,007 26,882
Recoveries of loans previously
charged off ...................... 8,128 6,957 6,493
Loans charged off .................. (32,160) (30,443) (31,141)
--------- --------- ---------
Balance at end of year ............. $ 147,867 127,558 114,109
========= ========= =========

At December 31, 2000, the recorded investment in loans that were
considered to be impaired was $46.8 million (of which $37.6 million were on a
nonaccrual basis). Included in this amount is $43.9 million of impaired loans
for which the related allowance for loan losses is $13.9 million, and $2.9
million of impaired loans for which there is no related allowance determined in
accordance with SFAS No. 114, "Accounting by Creditors for Impairment of a
Loan."

At December 31, 1999, the recorded investment in loans that were
considered to be impaired was $29.6 million (of which $25.2 million were on a
nonaccrual basis). Included in this amount is $25.0 million of impaired loans
for which the related allowance for loan losses is $12.3 million, and $4.6
million of impaired loans for which there is no related allowance determined in
accordance with SFAS No. 114.

The allowance for loan losses amounts for impaired loans were primarily
determined using the fair value of the loans' collateral. The average recorded
investment in impaired loans was approximately $43,600,000, $26,500,000, and
$29,000,000 for the years ended December 31, 2000, 1999, and 1998, respectively,
and the related amount of interest income recognized during the period that such
loans were impaired was approximately $2,399,000, $1,468,000, and $1,573,000 for
the years ended December 31, 2000, 1999, and 1998, respectively.

Loans on nonaccrual status amounted to approximately $40,863,000,
$26,672,000, and $20,756,000 at December 31, 2000, 1999, and 1998, respectively.
If nonaccrual loans had been on a full accruing basis, interest income on these
loans would have been increased by approximately $2,194,000, $2,603,000, and
$1,891,000 for the years ended December 31, 2000, 1999, and 1998, respectively.

A substantial portion of the loans are secured by real estate in
markets in which subsidiary banks are located throughout Georgia, Alabama, South
Carolina, and Northwest Florida. Accordingly, the ultimate collectibility of a
substantial portion of the loan portfolio, and the recovery of a substantial
portion of the carrying amount of real estate owned, are susceptible to changes
in market conditions in these areas.

In the ordinary course of business, Synovus has direct and indirect
loans outstanding to certain executive officers, directors, and principal
holders of equity securities (including their associates). Management believes
that such loans are made substantially on the same terms, including interest
rate and collateral, as those prevailing at the time for comparable transactions
with other customers. The following is a summary of such loans outstanding and
the activity in these loans for the year ended December 31, 2000.

(In thousands)
-------------------------------------------------------------------------

Balance at December 31, 1999 .............................. $129,468
Adjustment for executive officer and director changes ..... 9,129
--------
Adjusted balance at December 31, 1999 ..................... 138,597
New loans ................................................. 90,231
Repayments ................................................ 110,773
--------
Balance at December 31, 2000 .............................. $118,055
========

NOTE 5 OTHER ASSETS

Included in other assets are the following significant balances:
mortgage servicing rights, company-owned life insurance programs, TSYS' computer
software costs, contract acquisition costs, and investments in joint ventures.

As of December 31, 2000 and 1999, Synovus had approximately $1,600,000
and $33,411,000, respectively, in capitalized mortgage servicing rights, and no
valuation allowance. During 2000, Synovus sold substantially all of its mortgage
servicing rights portfolio. At December 31, 2000 and 1999, Synovus serviced
mortgage loans for unaffiliated investors of approximately $360,000,000 and
$2,519,000,000, respectively.

At December 31, 2000 and 1999, Synovus maintained certain company-owned
life insurance programs with a carrying value of approximately $118,167,000 and
$83,977,000, respectively.

The following table summarizes TSYS' computer software at December 31,
2000 and 1999:

(In thousands) 2000 1999
---------------------------------------------------------------------------
Purchased computer software .................. $ 177,629 111,331
TS(2) ........................................ 33,049 33,049
Other capitalized software
development costs .......................... 32,468 26,787
------------ ----------
243,146 171,167
Less accumulated amortization ................ 97,692 72,342
------------ ----------
Computer software, net ....................... $ 145,454 98,825
============ ==========

Amortization expense related to purchased and capitalized software
development costs at TSYS was $25,706,000, $21,627,000 and $16,774,000 for the
years ended December 31, 2000, 1999, and 1998, respectively.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

Contract acquisition costs, net, at TSYS were $75,079,000 and
$50,862,000 at December 31, 2000 and 1999, respectively. TSYS investments in
joint ventures, net, were $45,632,000 and $35,952,000 at December 31, 2000 and
1999, respectively.

During 2000, TSYS ceased development of two software projects, which
were evaluated to determine their utilization in a new design plan that included
expanded international functionality. Based on its reviews, TSYS expensed $6.1
million of costs as employment and other expenses that were originally
capitalized on those projects.

NOTE 6 INTEREST BEARING DEPOSITS

A summary of interest bearing deposits at December 31, 2000 and 1999 is
as follows:

(In thousands) 2000 1999
---------------------------------------------------------------------------

Interest bearing demand deposits ............. $ 1,749,971 1,364,244
Money market accounts ........................ 2,148,051 1,766,893
Savings accounts ............................. 404,806 444,493
Time deposits under $100,000 ................. 2,577,912 2,451,629
Time deposits of $100,000 or more ............ 2,554,153 1,787,515
------------ ----------

Total interest bearing deposits ........... $ 9,434,893 7,814,774
============ ==========

Interest expense on time deposits of $100,000 or more for the years
ended December 31, 2000, 1999, and 1998 was $138,087,000, $82,685,000, and
$76,311,000, respectively.

NOTE 7 LONG-TERM DEBT AND SHORT-TERM BORROWINGS

Long-term debt at December 31, 2000 and 1999 consists of the following:

(In thousands) 2000 1999
--------------------------------------------------------------------------------

Parent Company:
7.25% senior notes, due December 15, 2005,
with semi-annual interest payments and
principal to be paid at maturity ................. $ 200,000 --
6.125% senior notes, due October 15, 2003,
with semi-annual interest payments and
principal to be paid at maturity ................. 75,000 75,000
8.75% debenture, due May 15, 2003, with
minimum annual principal payments of
$120 and $1,000 due at maturity .................. 1,240 1,480
------------ ----------
Total long-term debt - Parent Company ......... 276,240 76,480
------------ ----------
Subsidiaries:
Federal Home Loan Bank advances with interest
and principal payments due at various maturity
dates through 2010 and interest rates ranging
from 4.65% to 7.54% at December 31, 2000 ......... 564,285 241,763
Other notes payable and capital lease obligations
payable with interest and principal payments
due at various maturity dates through 2004 and
interest rates ranging from 8.00% to 15.00%
at December 31, 2000 ............................. 334 377
------------ ----------
Total long-term debt - subsidiaries ........... 564,619 242,140
------------ ----------
Total long-term debt .......................... $ 840,859 318,620
============ ==========

The provisions of the loan and security agreements associated with some
of the promissory notes place certain restrictions, within specified limits, on
payments of cash dividends, issuance of additional debt, creation of liens upon
property, disposition of common stock or assets, and investments in
subsidiaries. As of December 31, 2000, Synovus and its subsidiaries were in
compliance with the covenants of the loan and security agreements.

The Federal Home Loan Bank advances are secured by certain mortgage
loans receivable of approximately $975,000,000, as well as investment securities
of approximately $86,000,000 at December 31, 2000.

Synovus has an unsecured line of credit with an unaffiliated bank for
$25 million with an interest rate of 45 basis points above the short-term index,
as defined. The line of credit requires an annual commitment fee of .125% on the
average daily available balance and draws can be made on demand (subject to
compliance with certain restrictive covenants). There were no advances
outstanding at December 31, 2000 and 1999.

Required annual principal payments on long-term debt for the five years
subsequent to December 31, 2000 are as follows:

PARENT
(In thousands) COMPANY SUBSIDIARIES TOTAL
----------------------------------------------------------------------------------

2001 .............................. $ 120 107,311 107,431
2002 .............................. 120 50,611 50,731
2003 .............................. 76,000 218,451 294,451
2004 .............................. -- 110,422 110,422
2005 .............................. 200,000 25,190 225,190

The following table sets forth certain information regarding federal
funds purchased and securities sold under agreement to repurchase, the principal
components of short-term borrowings.

(In thousands) 2000 1999
-----------------------------------------------------------------------------

Balance at December 31, ....................... $ 1,039,900 1,261,391
Weighted average interest rate
at December 31, ............................. 6.67% 5.49
Maximum month end
balance during the year ..................... $ 1,446,393 1,261,391
Average amount outstanding
during the year ............................. $ 1,248,983 786,954
Weighted average interest rate
during the year ............................. 6.28% 5.01

F-14 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

NOTE 8 OTHER COMPREHENSIVE INCOME (LOSS)

The components of other comprehensive income (loss) for the years ended
December 31, 2000, 1999, and 1998, are as follows:

2000 1999
------------------------------------- ------------------------------------
BEFORE-TAX TAX EXPENSE NET OF TAX BEFORE-TAX TAX EXPENSE NET OF TAX
(In thousands) AMOUNT OR BENEFIT AMOUNT AMOUNT OR BENEFIT AMOUNT
----------------------------------------------------------------------- ------------------------------------

Net unrealized gains/losses
on investment securities
available for sale:
Unrealized gains (losses)
arising during the year ........ $ 59,237 (22,558) 36,679 (63,698) 24,524 (39,174)
Reclassification adjustment for
(gains) losses realized in net
income ........................ (781) 301 (480) (1,202) 463 (739)
----------- ----------- ----------- ----------- ----------- -----------
Net unrealized gains (losses) ... 58,456 (22,257) 36,199 (64,900) 24,987 (39,913)
Foreign currency translation
adjustments ................... (129) -- (129) (223) -- (223)
----------- ----------- ----------- ----------- ----------- -----------
Other comprehensive income (loss) $ 58,327 (22,257) 36,070 (65,123) 24,987 (40,136)
=========== =========== =========== =========== =========== ===========

1998
-------------------------------------
BEFORE-TAX TAX EXPENSE NET OF TAX
(In thousands) AMOUNT OR BENEFIT AMOUNT
----------- ----------- -----------

Net unrealized gains/losses
on investment securities
available for sale:
Unrealized gains (losses)
arising during the year ........ 8,535 (3,286) 5,249
Reclassification adjustment for
(gains) losses realized in net
income ........................ (1,299) 500 (799)
----------- ----------- -----------
Net unrealized gains (losses) ... 7,236 (2,786) 4,450
Foreign currency translation
adjustments ................... 1 -- 1
----------- ----------- -----------
Other comprehensive income (loss) 7,237 (2,786) 4,451
=========== =========== ===========

NOTE 9 EARNINGS PER SHARE

The following table displays a reconciliation of the information used
in calculating basic and diluted earnings per share (EPS) for the years ended
December 31, 2000, 1999, and 1998.

2000 1999 1998
-------------------------------- -------------------------------- --------------------------------
(In thousands, NET AVERAGE NET INCOME NET AVERAGE NET INCOME NET AVERAGE NET INCOME
except per share data) INCOME SHARES PER SHARE INCOME SHARES PER SHARE INCOME SHARES PER SHARE
-----------------------------------------------------------------------------------------------------------------------------------

BASIC EPS ...................... $ 262,557 283,552 $ .93 $ 225,307 280,016 $ .80 $ 196,465 272,416 $ .72
Effect of dilutive options ..... -- 3,330 -- 3,339 -- 4,807
---------- ---------- ---------- -------- ---------- ---------
DILUTED EPS .................... $ 262,557 286,882 $ .92 $ 225,307 283,355 $ .80 $ 196,465 277,223 $ .71
========== ========== ========== ========== ======== ============ ========== ========= ==========

The following represents options to purchase shares of Synovus common
stock that were outstanding during the periods noted below, but were not
included in the computation of diluted earnings per share because the options'
exercise prices were greater than the average market price of the common shares.

WTD. AVG. EXERCISE PRICE
QUARTER ENDED NUMBER OF SHARES PER SHARE
------------- ---------------- -------------------------

September 30, 2000........................ 5,891,850 ................... $ 21.83
June 30, 2000............................. 7,478,050 ................... $ 21.30
March 31, 2000............................ 10,530,800 ................... $ 20.52
December 31, 1999 ........................ 6,260,596 ................... $ 21.87
September 30, 1999........................ 6,383,651 ................... $ 21.82
June 30, 1999............................. 3,666,048 ................... $ 22.60
December 31, 1998......................... 10,000 ................... $ 22.81

NOTE 10 COMMITMENTS AND CONTINGENCIES

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

Synovus is a party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its customers,
reduce its own exposure to fluctuations in interest rates, and to conduct
lending activities. These financial instruments include commitments to extend
credit, standby and commercial letters of credit, commitments to sell mortgage
loans, and interest rate contracts. These instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of the amounts
recognized in the consolidated financial statements.

The exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit, and standby
and commercial letters of credit is represented by the contract amount of those
instruments. Synovus uses the same credit policies in making commitments and
conditional obligations as it does for on-balance sheet instruments. For
interest rate swap and floor agreements held at year-end, Synovus had
insignificant credit risk.

Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

fee. Since many of the commitments are expected to expire without being drawn
upon, total commitment amounts do not necessarily represent future cash
requirements.

Loan commitments and letters of credit at December 31, 2000 include the
following:

(In thousands) 2000
---------------------------------------------------------------

Standby letters of credit ................... $ 716,078
Undisbursed construction loans .............. 609,570
Unused credit card lines .................... 944,279
Other loan commitments ...................... 1,414,503
----------
Total ....................................... $3,684,430
==========

Due to the short-term nature of the outstanding loan commitments, and
the likelihood that when funded, these loans will be indexed to then current
market rates, the off-balance sheet value closely approximates fair value.

At December 31, 2000, outstanding commitments to sell mortgage loans
amounted to approximately $118,776,000. Such commitments are entered into to
reduce the exposure to market risk arising from potential changes in interest
rates, which could affect the fair value of mortgage loans held for sale and
outstanding commitments to originate residential mortgage loans held for sale.

The commitments to sell mortgage loans are at fixed prices and are scheduled to
settle at specified dates which generally do not exceed 90 days. The off-balance
sheet value of outstanding commitments to sell mortgage loans at December 31,
2000 closely approximated fair value.

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

The consolidated notional amount of interest rate swap and floor
contracts was $520,000,000 and $665,000,000 at December 31, 2000 and 1999,
respectively, with a carrying amount of $6,000 and $77,000 at December 31, 2000
and 1999, respectively. The estimated net unrealized gain (loss) on these
interest rate contracts was $3,635,000 and ($10,575,000) for the years ended
December 31, 2000 and 1999, respectively.

These interest rate contracts are being utilized to hedge approximately
$352,000,000 in prime rate floating loans and $180,000,000 in fixed rate
deposits in Georgia and South Carolina.

Weighted
Weighted Weighted Weighted Average Net
Notional Average Average Average Maturity Unrealized Unrealized Unrealized
(Dollars in thousands) Amount Receive Rate Pay Rate(*) Floor Rate In Months Gains Losses Gains (Losses)
-----------------------------------------------------------------------------------------------------------------------------------

DECEMBER 31, 2000
Receive fixed swaps - LIBOR $180,000 6.92% 6.55% n/a 20 $ 2,521 (132) 2,389
Receive fixed swaps - Prime 320,000 8.76% 9.50% n/a 26 1,645 (393) 1,252
-------- ---------- ------- -------
Total receive fixed swaps 500,000 8.10% 8.44% 24 4,166 (525) 3,641
-------- ---------- ------- -------
Purchased interest rate floors 20,000 n/a n/a 8.00% 2 -- (6) (6)
-------- ---------- ------- -------
Total $520,000 23 $ 4,166 (531) 3,635
======== ========== ======= =======
DECEMBER 31, 1999
Receive fixed swaps - LIBOR $180,000 5.78% 6.16% n/a 19 $ 181 (2,711) (2,530)
Receive fixed swaps - Prime 420,000 8.82% 8.50% n/a 39 75 (8,047) (7,972)
-------- ---------- ------- -------
Total receive fixed swaps 600,000 7.91% 7.80% 33 256 (10,758) (10,502)
-------- ---------- ------- -------

Purchased interest rate floors 65,000 n/a n/a 7.90% 9 -- (73) (73)
-------- ---------- ------- -------
Total $665,000 31 $ 256 (10,831) (10,575)
======== ========== ======= =======

(*) Variable pay rate based upon contract rates in effect at December 31,
2000 and 1999.

LEASE COMMITMENTS

Synovus and its subsidiaries have entered into long-term operating
leases for various branch locations, corporate facilities, data processing
equipment, and furniture. Management expects that as these leases expire they
will be renewed or replaced by other leases. At December 31, 2000, minimum
rental commitments under all such noncancelable leases for the next five years
are as follows:

Equipment
and
(In thousands) Facilities Furniture Total
------------------------------------------------------------

2001........................ $15,958 92,089 108,047
2002........................ 15,213 96,365 111,578
2003........................ 7,691 53,681 61,372
2004........................ 5,568 19,222 24,790
2005........................ 25,043 24,163 49,206

In 1997, TSYS entered into an operating lease agreement for TSYS' new
corporate campus. Under the agreement, which is guaranteed by Synovus, the
lessor paid for the construction and development costs and has leased the
facilities to TSYS for a term of three years beginning in November 1999. The
lease provides for substantial residual value guarantees and includes purchase
options at the original cost of the property. The amount of the residual value
guarantees relative to the assets under this lease is projected to be $81.4
million. The terms of this lease financing arrangement require, among other
things, that TSYS maintain certain minimum financial ratios and provide certain
information to the lessor.

Rental expense on equipment and furniture, including cancelable leases,
was $81,086,000, $82,272,000, and $55,320,000 for the years ended December 31,
2000, 1999, and 1998, respectively. Rental expense on facilities was
$16,336,000, $11,033,000, and $7,685,000 for the years ended December 31, 2000,
1999, and 1998, respectively.

F-16 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

CONTRACTUAL COMMITMENTS

In the normal course of its business, TSYS maintains processing
contracts with its clients. These processing contracts contain commitments,
including but not limited to, minimum standards and time frames against which
TSYS' performance is measured. In the event that TSYS does not meet its
contractual commitments with its clients, TSYS may incur penalties and/or
certain clients may have the right to terminate their contracts with TSYS. TSYS
does not believe that it will fail to meet its contractual commitments to an
extent that will result in a material adverse effect on its financial condition
or results of operations.

LEGAL PROCEEDINGS

Synovus and its subsidiaries are subject to various legal proceedings
and claims which arise in the ordinary course of its business. Any litigation is
vigorously defended by Synovus and, in the opinion of management, based on
consultation with external legal counsel, any outcome of such litigation would
not materially affect the consolidated financial position or results of
operations.

Currently, multiple lawsuits seeking class action treatment are pending
against one of the Alabama banking subsidiaries that involve: (1) payment of
service fees or interest rebates to automobile dealers in connection with the
assignment of automobile credit sales contracts to that subsidiary; (2) the
forced placement of insurance to protect that subsidiary's interest in
collateral for which consumer credit customers have failed to obtain or maintain
insurance; and (3) the receipt of commissions by that subsidiary in connection
with the sale of credit life insurance to its consumer credit customers and the
charging of an interest surcharge and a processing fee in connection with
consumer loans made by that subsidiary. These lawsuits seek unspecified damages,
including punitive damages. Synovus intends to vigorously contest these lawsuits
and all other litigation to which Synovus and its subsidiaries are parties.
Based upon information presently available, and in light of legal, equitable,
and factual defenses available to Synovus and its subsidiaries, contingent
liabilities arising from the threatened and pending litigation are not
considered material. It should be noted, however, that large punitive damage
awards bearing little relation to the actual damages sustained by plaintiffs,
have been awarded in Alabama.

In November, 1998, a class action complaint was filed against
NationsBank of Delaware, N.A., in the United States District Court for the
Southern District of Mississippi. On March 23, 1999, the named plaintiff amended
the complaint and named TSYS and certain credit bureaus as defendants in the
case. The named plaintiff alleges, among other things, that the defendants
failed to report properly the credit standing of each member of the putative
class. The named plaintiff has defined the class as all persons and entities
within the United States who obtained credit cards from NationsBank, and whose
accounts were purchased by or transferred to U.S. BankCard, and whose accounts
were reported to credit bureaus or credit agencies incorrectly in August 1998.
The amended complaint alleges negligence, violation of the Fair Credit Reporting
Act, breach of the duty of good faith and fair dealing, and seeks declaratory
relief, injunctive relief and the imposition of punitive damages. The parties
have reached a settlement of this litigation, which settlement is subject to
court approval under Rule 23(e) of the Federal Rules of Civil Procedure.
Payments by TSYS to settle the litigation are not expected to be material to
TSYS' financial condition or results of operations and management expects the
settlement to be substantially covered by insurance.

NOTE 11 REGULATORY REQUIREMENTS AND RESTRICTIONS

The amount of dividends paid to the Parent Company from each of the
subsidiary banks is limited by various banking regulatory agencies. The amount
of cash dividends available from subsidiary banks for payment in 2001, in the
aggregate, without prior approval from the banking regulatory agencies, is
approximately $132,220,000. In prior years, certain Synovus banks have received
permission and have paid cash dividends to the Parent Company in excess of these
regulatory limitations.

Synovus is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the consolidated financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, Synovus
must meet specific capital guidelines that involve quantitative measures of
assets, liabilities, and certain off-balance sheet items as calculated under
regulatory accounting practices. Capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require Synovus on a consolidated basis, and the Parent Company and
subsidiary banks individually, to maintain minimum amounts and ratios of total
and Tier I capital to risk-weighted assets as defined, and of Tier I capital to
average assets, as defined. Management believes that as of December 31, 2000,
Synovus meets all capital adequacy requirements to which it is subject.

As of December 31, 2000, the most recent notification from the Federal
Reserve Bank of Atlanta categorized all of the banking subsidiaries as
well-capitalized under the regulatory framework for prompt corrective action. To
be categorized as well-capitalized, Synovus and its subsidiaries must maintain
minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set
forth in the following table. Management is not aware of the existence of any
conditions or events occurring subsequent to December 31, 2000 which would
affect the well-capitalized classifications.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

Actual capital amounts and ratios for Synovus are presented in the following
table on a consolidated basis and for each significant subsidiary, as defined.

To be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Provisions
------------------------- --------------------- -----------------------
(Dollars in thousands) 2000 1999 2000 1999 2000 1999
----------------------------------------------------------------------------------------------------------------------------------

SYNOVUS FINANCIAL CORP.
Tier I capital............................... $1,455,576 1,281,850 504,814 409,708 n/a n/a
Total risk-based capital..................... 1,605,365 1,410,888 1,009,629 819,416 n/a n/a
Tier I capital ratio......................... 11.53% 12.51 4.00 4.00 n/a n/a
Total risk-based capital ratio............... 12.72 13.77 8.00 8.00 n/a n/a
Leverage ratio............................... 10.24 10.52 4.00 4.00 n/a n/a

COLUMBUS BANK AND TRUST COMPANY

Tier I capital............................... $ 602,918 501,325 125,556 98,292 188,334 147,438
Total risk-based capital..................... 628,484 521,730 251,112 196,584 313,890 245,730
Tier I capital ratio......................... 19.21% 20.40 4.00 4.00 6.00 6.00
Total risk-based capital ratio............... 20.02 21.23 8.00 8.00 10.00 10.00
Leverage ratio............................... 20.77 17.55 4.00 4.00 5.00 5.00

THE NATIONAL BANK OF SOUTH CAROLINA

Tier I capital............................... $ 151,308 128,018 66,279 56,723 99,418 85,085
Total risk-based capital..................... 172,036 145,762 132,558 113,446 165,697 141,808
Tier I capital ratio......................... 9.13% 9.03 4.00 4.00 6.00 6.00
Total risk-based capital ratio............... 10.38 10.28 8.00 8.00 10.00 10.00
Leverage ratio 7.99 7.79 4.00 4.00 5.00 5.00

NOTE 12 EMPLOYMENT EXPENSES AND BENEFIT PLANS

Synovus generally provides noncontributory, trusteed, money purchase,
profit sharing and 401(k) plans, which cover all eligible employees. Annual
discretionary contributions to these plans are set each year by the respective
Boards of Directors of each subsidiary, but cannot exceed amounts allowable as a
deduction for federal income tax purposes. Aggregate contributions to these
money purchase, profit sharing, and 401(k) plans for the years ended December
31, 2000, 1999, and 1998, were $40,113,589, $46,475,366, and $38,871,669,
respectively.

Synovus has stock purchase plans for directors and employees whereby
Synovus makes contributions equal to one-half of employee and director voluntary
contributions. The funds are used to purchase outstanding shares of Synovus
common stock. TSYS has established director and employee stock purchase plans,
modeled after Synovus' plans, except that the funds are used to purchase
outstanding shares of TSYS common stock. Synovus and TSYS contributed
$7,303,000, $6,365,000, and $5,448,000 to these plans in 2000, 1999, and 1998,
respectively.

Synovus has entered into employment agreements with certain executive
officers for past and future services which provide for current compensation in
addition to salary in the form of deferred compensation payable at retirement or
in the event of death, total disability, or termination of employment. The
aggregate cost of these salary continuation plans and employment agreements is
not material to the consolidated financial statements.

Synovus provides certain medical benefits to qualified retirees through
a postretirement medical benefits plan. The benefit expense and accrued benefit
cost is not material to the consolidated financial statements.

NOTE 13 STOCK-BASED COMPENSATION

Synovus has various stock option plans under which the Compensation
Committee of the Board of Directors has the authority to grant options to
Synovus employees. At December 31, 2000, Synovus had 11,721,195 shares of its
authorized but unissued common stock reserved for future grants under the stock
option plans. The general terms of the existing stock option plans include
vesting periods ranging from two to three years and exercise periods ranging
from five to ten years. Such stock options are granted at exercise prices which
equal the fair market value of a share of common stock on the grant date.

During 1999 and 1998, Synovus granted options to purchase 150 shares of
stock to each employee, for a total of 1,546,650 and 1,246,650 stock options in
1999 and 1998, respectively. The exercise price per share is equal to the fair
market value at the grant date of $19.19 and $22.00 for the 1999 and 1998
grants, respectively. The options are exercisable after the price of the stock
has doubled or after three years, whichever comes first.

During 2000, Synovus granted options to purchase 4,100,000 shares of
stock to certain key executives. The exercise price per share is equal to the
fair market value at the grant date, which ranges from $17.69 to $18.06. The
options are exercisable in equal installments when the per share market price of
Synovus common stock exceeds $40, $45, and $50, and in any event on dates
ranging from September 12, 2006 to June 28, 2007. During 1999, a similar grant
to purchase 500,000 shares of stock was granted to a key executive. The exercise
price per share is equal to the fair market value at the grant date of $19.06.
The options are exercisable in equal installments when the per share market
price of Synovus common stock exceeds $40, $45, and $50, and in any event on
September 12, 2006.

F-18 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

Synovus applies APB Opinion No. 25 in accounting for its stock option
plans. Accordingly, compensation expense for the option grants has not been
recognized in the accompanying financial statements.

A summary of the status of stock option plans as of December 31, 2000, 1999,
and 1998 and changes during the years then ended is presented below:

2000 1999 1998
-------------------------- ---------------------------- ---------------------------
Weighted Avg. Weighted Avg. Weighted Avg.
Shares Exercise Price Shares Exercise Price Shares Exercise Price
---------- -------------- ------------ -------------- ----------- --------------

Options outstanding at beginning of period 19,440,950 $16.28 16,364,209 $12.84 13,349,230 $ 9.22
Options granted .......................... 5,635,430 17.36 4,589,819 21.13 4,348,434 21.67
Options exercised ........................ (1,104,392) 6.77 (1,347,711) 5.02 (1,196,396) 4.60
Options cancelled ........................ (752,575) 20.28 (165,367) 17.27 (137,059) 12.44
---------- ------ ---------- ------ ---------- ------
Options outstanding at end of period .. 23,219,413 16.87 19,440,950 16.28 16,364,209 12.84
========== ====== ========== ====== ========== ======
Options exercisable at end of period .. 10,649,279 $11.30 8,456,609 $ 8.72 6,211,534 $ 6.04
========== ====== ========== ====== ========== ======

The following is a summary of stock options outstanding at December 31,
2000:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------------- ----------------------------
RANGE OF NUMBER OF WEIGHTED AVG. WEIGHTED AVG. NUMBER OF WEIGHTED AVG.
EXERCISE PRICES OPTIONS REMAINING YEARS EXERCISE PRICE OPTIONS EXERCISE PRICE
--------------- ---------- --------------- -------------- --------- --------------

$ 1.31 - $ 2.63 547,409 3.3 years $ 2.41 547,409 $ 2.41
$ 3.13 - $ 4.70 1,451,432 0.7 years $ 4.43 1,451,432 $ 4.43
$ 6.74 - $10.61 4,182,136 3.9 years $ 8.26 4,145,648 $ 8.23
$14.27 - $22.87 17,038,436 7.0 years $18.84 4,504,790 $17.41

The per share weighted average fair value of stock options granted
during 2000, 1999, and 1998 was $6.42, $5.41, and $4.96, respectively. The fair
value for these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions for 2000, 1999, and 1998, respectively: risk-free interest rates of
6.4%, 5.3%, and 5.4%; expected volatility of 36%, 36%, and 32%; expected life of
6.3 years, 4.3 years, and 4 years; and dividend yield of 2.3%, 1.7%, and 1.3%.

Had Synovus determined compensation expense based on the fair value at
the grant date for its stock options granted during the years 1995 through 2000
under SFAS No. 123, net income would have been reduced to the pro forma amounts
indicated below:

YEARS ENDED DECEMBER 31,
--------------------------------
(In thousands, except per share data) 2000 1999 1998
-------------------------------------------------------------------------------

Net income
As reported ........................... $262,557 225,307 196,465
Pro forma ............................. 251,012 213,662 187,044
Earnings per share-diluted:
As reported ........................... .92 .80 .71
Pro forma ............................. .87 .75 .67

In addition to the stock options described above, non-transferable,
restricted shares of Synovus common stock have been awarded to various key
executives under key executive restricted stock bonus plans. The market value of
the common stock at the date of issuance is included as a reduction of
shareholders' equity in the consolidated balance sheets and is amortized as
compensation expense using the straight-line method over the vesting period of
the awards. Aggregate compensation expense with respect to the foregoing Synovus
restricted stock awards was approximately $1,009,000, $1,252,000, and $1,189,000
for the years ended December 31, 2000, 1999, and 1998, respectively. Summary
information regarding outstanding restricted stock awards at December 31, 2000
is presented below:

Year Awards Market Value Vesting
Granted at Award Date Period
----------- ------------- -------

1995 $2,054,000 5 years
1996 3,771,000 5 years
1997 246,000 5 years
2000 97,646 5 years

NOTE 14 FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying and estimated fair values of
on-balance sheet financial instruments at December 31, 2000 and 1999. The
estimated fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing parties.

The carrying and estimated fair values relating to off-balance sheet
financial instruments are summarized in Note 10.

Cash and due from banks, interest earning deposits with banks, and
federal funds sold are repriced on a short-term basis; as such, the carrying
value closely approximates fair value.

The fair value of mortgage loans held for sale is based on quoted
market prices of comparable instruments.

The fair value of loans is estimated for portfolios of loans with
similar financial characteristics. Loans are segregated by type, such as
commercial, mortgage, home equity, credit card, and other consumer loans. Fixed
rate commercial loans are further segmented into certain collateral code
groupings. Commercial and other consumer loans with adjustable interest rates
are assumed to be at fair value. Mortgage loans are further segmented into fixed
and adjustable rate interest terms. Home equity and credit card loans have
adjustable interest rates and are, therefore, assumed to be at fair value. The
fair value of loans, except mortgage loans, is calculated by discounting
contractual cash flows using estimated market discount rates which reflect the
credit and interest rate risk inherent

SYNOVUS FINANCIAL CORP. ANNUAL REPORT F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

2000 1999
--------------------------- ---------------------------
Carrying Estimated Carrying Estimated
(In thousands) Value Fair Value Value Fair Value
----------------------------------------------------------------------------------------------------------------------------------

Financial assets:
Cash and due from banks .................................... $ 558,054 558,054 466,543 466,543
Interest earning deposits with banks ....................... 3,806 3,806 1,928 1,928
Federal funds sold ......................................... 375,765 375,765 92,093 92,093
Mortgage loans held for sale ............................... 108,234 108,234 83,145 83,145
Investment securities available for sale ................... 1,807,039 1,807,039 1,716,678 1,716,678
Investment securities held to maturity ..................... 270,889 275,233 277,279 273,504
Loans, net ................................................. 10,604,020 10,592,117 8,940,681 8,984,381
Purchased and originated mortgage servicing rights ......... 1,600 1,548 33,411 36,945

Financial liabilities:
Non-interest bearing deposits .............................. 1,726,817 1,726,817 1,625,313 1,625,313
Interest bearing deposits .................................. 9,434,893 9,432,433 7,814,774 7,757,991
Federal funds purchased and
securities sold under agreement to repurchase ............. 1,039,900 1,039,900 1,261,391 1,261,391
Long-term debt ............................................. 840,859 826,331 318,620 318,178

in the loan. For mortgage loans, fair value is estimated by discounting
contractual cash flows adjusted for certain prepayment assumptions, estimated
using discount rates based on secondary market sources adjusted to reflect
differences in servicing and credit costs.

In accordance with SFAS No. 107, "Disclosures About Fair Value of
Financial Instruments", the fair value of deposits with no stated maturity, such
as non-interest bearing demand accounts, interest bearing demand deposits, money
market accounts, and savings accounts, is equal to the amount payable on demand
as of that respective date. The fair value of time deposits is based on the
discounted value of contractual cash flows. The discount rate is estimated using
the rates currently offered for deposits of similar remaining maturities.

Short-term debt that matures within ten days is assumed to be at fair
value. The fair value of short-term and long-term debt with fixed interest rates
is calculated by discounting contractual cash flows using estimated market
discount rates.

NOTE 15 INCOME TAXES

For the years ended December 31, 2000, 1999, and 1998, income tax
expense (benefit) consists of:

(In thousands) 2000 1999 1998
-------------------------------------------------------------------------------------

Current:
Federal ........................... $144,514 117,038 96,223
State ............................. 9,123 6,826 5,110
-------- ------- -------
153,637 123,864 101,333
-------- ------- -------
Deferred:
Federal ........................... (3,755) 122 5,244
State ............................. (704) 22 983
-------- ------- -------
(4,459) 144 6,227
-------- ------- -------
Total income tax expense......... $149,178 124,008 107,560
======== ======= =======

Income tax expense as shown in the consolidated statements of income
differed from the amounts computed by applying the U.S. Federal income tax rate
of 35% to pretax income as a result of the following:

(In thousands) 2000 1999 1998
----------------------------------------------------------------------------------------

Taxes at statutory Federal
income tax rate ................. $ 144,107 122,260 106,409
Tax-exempt income ................. (3,638) (3,200) (2,798)
State income taxes, net of
federal income tax benefit ...... 5,472 4,450 3,960
Minority interest ................. 5,773 4,616 3,696
Other, net ........................ (2,536) (4,118) (3,707)
--------- -------- ---------
Total income tax expense ...... $ 149,178 124,008 107,560
========= ======== =========
Effective income tax rate ..... 36.23% 35.50 35.38
========= ======== =========

At December 31, 2000 and 1999, Synovus had state income tax credit
carryforwards of $3,828,298 and $2,621,530, respectively. The credits will begin
to expire in the year 2008. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. Based upon the level of
historical taxable income and projections for future taxable income over the
periods in which the deferred income tax assets become deductible, management
believes that it is more likely than not that Synovus will realize the benefits
of these deductible differences, net of existing valuation allowances, at
December 31, 2000. The valuation allowance for deferred tax assets was
$1,400,000 at December 31, 2000 and 1999.

F-20 SYNOVUS FINANCIAL CORP. ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

The tax effects of temporary differences that gave rise to significant
portions of the deferred income tax assets and liabilities at December 31, 2000
and 1999, are presented below:

(In thousands) 2000 1999
---------------------------------------------------------------------------------------------------

Deferred income tax assets:
Provision for losses on loans ........................................ $ 60,998 48,709
Net unrealized loss on investment securities available for sale ...... -- 18,094
State tax credits .................................................... 3,828 2,622
Other assets ......................................................... 13,491 15,180
-------- -------
Total gross deferred income tax assets ............................ 78,317 84,605
Less valuation allowance ............................................. (1,400) (1,400)
-------- -------
Total net deferred income tax assets .............................. 76,917 83,205
-------- ------
Deferred income tax liabilities:
Computer software development costs .................................. (17,662) (18,311)
Differences in depreciation .......................................... (28,542) (18,801)
Capitalization of mortgage servicing rights .......................... (513) (9,201)
Net unrealized gain on investment securities available for sale ...... (4,242) --
Ownership interest in partnership .................................... (3,616) (2,553)
Other liabilities .................................................... (6,814) (934)
-------- -------
Total gross deferred income tax liabilities ....................... (61,389) (49,800)
-------- -------
Net deferred income tax assets ................................. $ 15,528 33,405
======== =======

NOTE 16 OPERATING SEGMENTS

Synovus has two reportable segments: banking operations and transaction
processing services. The banking operations segment is predominately involved in
commercial banking activities and also provides retail banking, trust, mortgage,
insurance, and brokerage services. The transaction processing segment consists
primarily of operations at TSYS, which primarily provides card processing
services to its clients, including debit, commercial, retail, stored value and
consumer cards. The transaction processing services segment also includes
related services to banks and other card issuing institutions as well as TDM's
debt, collection and bankruptcy management operations, and the software
solutions for commercial card management programs offered by ProCard. The
accounting policies of the segments are the same as those described in the
summary of significant accounting policies. All inter-segment services provided
are charged at the same rates as those charged to unaffiliated customers. Such
services are included in the revenues and net income of the respective segments
and are eliminated to arrive at consolidated totals.

Segment information for the years ended December 31, 2000, 1999, and 1998, is
presented below:

TRANSACTION
(In thousands) BANKING PROCESSING
OPERATIONS SERVICES(A) ELIMINATIONS CONSOLIDATED
------------------------------------------------------------------------------------------------------------------

Total revenue (b) ........................... 2000 $ 761,736 647,122 (13,013)(c) 1,395,845
....................................... 1999 693,726 568,613 (9,280)(c) 1,253,059
....................................... 1998 603,681 436,858 (3,261)(c) 1,037,278
Net interest income ......................... 2000 557,531 4,801 -- 562,332
....................................... 1999 511,464 1,830 -- 513,294
....................................... 1998 452,755 2,310 -- 455,065
Income before taxes ......................... 2000 292,402 135,730 (16,397)(d) 411,735
....................................... 1999 253,571 108,932 (13,188)(d) 349,315
....................................... 1998 219,031 95,553 (10,559)(d) 304,025
Income tax expense .......................... 2000 101,964 47,214 -- 149,178
....................................... 1999 88,251 35,757 -- 124,008
....................................... 1998 76,851 30,709 -- 107,560
Net income .................................. 2000 190,438 88,516 (16,397)(d) 262,557
....................................... 1999 165,320 73,175 (13,188)(d) 225,307
....................................... 1998 142,180 64,844 (10,559)(d) 196,465
Total assets ................................ 2000 14,379,117 607,635 (78,660)(e) 14,908,092
....................................... 1999 12,142,344 464,969 (60,312)(e) 12,547,001
....................................... 1998 10,466,428 356,125 (10,961)(e) 10,811,592

(a) Includes equity in income of joint ventures which is included in other
operating income.
(b) Consists of net interest income and non-interest income.
(c) Principally, data processing service revenues provided to the banking
operations segment.
(d) Minority interest in TSYS.
(e) Primarily TSYS' cash deposits with the banking operations segment.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

NOTE 17 CONDENSED FINANCIAL INFORMATION OF SYNOVUS FINANCIAL CORP. (PARENT
COMPANY ONLY)

CONDENSED BALANCE SHEETS DECEMBER 31,
------------------------------
(In thousands) 2000 1999
----------------------------------------------------------------------------------------------------------------------

ASSETS
Cash ............................................................................. $ 50 5,050
Investment in consolidated bank subsidiaries, at equity (including TSYS) ......... 1,476,618 1,233,759
Investment in consolidated nonbank subsidiaries, at equity ....................... 45,995 44,171
Notes receivable from subsidiaries ............................................... 156,187 23,776
Other assets ..................................................................... 52,105 31,274
------------ ---------
Total assets .............................................................. $ 1,730,955 1,338,030
============ =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Long-term debt ............................................................... $ 276,240 76,480
Other liabilities ............................................................ 37,544 34,881
------------ ---------
Total liabilities ......................................................... 313,784 111,361
------------ ---------

Shareholders' equity:
Common stock ................................................................. 284,818 282,189
Surplus ...................................................................... 107,652 79,190
Treasury stock ............................................................... (1,285) (1,285)
Unamortized restricted stock ................................................. (381) (1,293)
Accumulated other comprehensive income (loss) ................................ 5,936 (30,134)
Retained earnings ............................................................ 1,020,431 898,002
------------ ---------
Total shareholders' equity ................................................ 1,417,171 1,226,669
------------ ---------
Total liabilities and shareholders' equity ................................ $ 1,730,955 1,338,030
============ =========

CONDENSED STATEMENTS OF INCOME
(In thousands)
YEARS ENDED DECEMBER 31,
---------------------------------
2000 1999 1998
----------------------------------------------------------------------------------------------------------------------------

Income:
Dividends received from bank subsidiaries (including TSYS) ........................ $ 141,849 153,689 132,714
Management fees ................................................................... 1,678 2,125 1,871
Interest income ................................................................... 1,281 3,301 2,237
Other income ...................................................................... 3,630 10,066 5,684
--------- ------- -------
Total income ................................................................... 148,438 169,181 142,506
--------- ------- -------

Expenses:
Interest expense .................................................................. 8,802 4,878 4,774
Other expenses .................................................................... 25,350 25,217 24,651
--------- ------- -------
Total expenses ................................................................. 34,152 30,095 29,425
--------- ------- -------

Income before income taxes and equity in undistributed income of subsidiaries .. 114,286 139,086 113,081
Allocated income tax benefit .......................................................... (11,036) (6,404) (5,502)
--------- ------- -------

Income before equity in undistributed income of subsidiaries ................... 125,322 145,490 118,583
Equity in undistributed income of subsidiaries ........................................ 137,235 79,817 77,882
--------- ------- -------

Net income ..................................................................... $ 262,557 225,307 196,465
========= ======= =======

F-22 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [LOGO]

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands) YEARS ENDED DECEMBER 31
----------------------------------
2000 1999 1998
--------------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
Net income ...................................................................... $ 262,557 $ 225,307 196,465
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries ............................ (137,235) (79,817) (77,882)
Net income of equity method investments ..................................... (14,084) (60) (157)
Depreciation, amortization, and accretion, net .............................. 736 1,705 1,309
Net increase (decrease) in other liabilities ................................ 3,557 2,270 (5,576)
Net (increase) decrease in other assets ..................................... 5,541 (4,233) (1,758)
--------- --------- -------
Net cash provided by operating activities ................................ 121,072 145,172 112,401
--------- --------- -------

INVESTING ACTIVITIES
Net investment in subsidiaries .................................................. (70,858) (55,836) (52,733)
Net (increase) decrease in short-term notes receivable from subsidiaries ........ (143,204) (2,280) 14,254
Purchase of premises and equipment, net ......................................... -- (114) (1,111)
--------- --------- -------
Net cash used in investing activities .................................... (214,062) (58,230) (39,590)
--------- --------- -------

FINANCING ACTIVITIES
Dividends paid to shareholders .................................................. (125,407) (93,923) (74,768)
Principal repayments on long-term debt .......................................... (240) (240) (4,289)
Proceeds from issuance of long-term debt ........................................ 200,000 -- --
Purchase of treasury stock ...................................................... -- -- (3,792)
Proceeds from issuance of common stock .......................................... 13,637 6,702 9,417
--------- --------- -------
87,990 (87,461) (73,432)
--------- --------- -------

Decrease in cash ................................................................... (5,000) (519) (621)
Cash at beginning of period ........................................................ 5,050 5,569 6,190
--------- --------- -------
Cash at end of period .............................................................. $ 50 5,050 5,569
========= ========= =======

For the years ended December 31, 2000, 1999, and 1998, the Parent
Company paid income taxes of $136 million, $103 million, and $91 million,
respectively, and interest in the amount of $9 million, $5 million, and
$5 million, respectively, each year.

NOTE 18 SUPPLEMENTAL FINANCIAL DATA

Components of other operating income and expenses in excess of 1% of
total revenues for any of the respective years are as follows:

Years ended December 31
-------------------------------
(In thousands) 2000 1999 1998
--------------------------------------------------------------------------------------

Income:

Third-party services on credit cards

and other consumer loans ....................... $36,280 37,698 38,220

Expenses:

Stationery, printing, and supplies ............. 33,062 33,700 28,556

Third-party processing services ................ 21,557 20,018 6,263

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-23

[LOGO]

SYNOVUS FINANCIAL CORP.
REPORT OF FINANCIAL RESPONSIBILITY

The management of Synovus is responsible for the integrity and
objectivity of the consolidated financial statements and other financial
information presented in this report. These statements have been prepared in
accordance with generally accepted accounting principles and necessarily include
amounts based on judgments and estimates by management.

Synovus maintains internal accounting control policies and related
procedures designed to provide reasonable assurance that assets are safeguarded,
that transactions are executed in accordance with management's authorization and
properly recorded, and that accounting records may be relied upon for the
preparation of reliable published annual and interim financial statements and
other financial information. The design, monitoring and revision of internal
accounting control systems involve, among other things, management's judgment
with respect to the relative cost and expected benefits of specific control
measures. The Company also maintains an internal auditing function which
evaluates and reports on the adequacy and effectiveness of internal accounting
controls and policies and procedures.

The Company's consolidated financial statements have been audited by
independent auditors who have expressed their opinion with respect to the
fairness of these statements.

The Audit Committee of the Board of Directors, composed solely of
outside directors, meets periodically with Synovus management, internal auditors
and independent auditors to review matters relating to the quality of financial
reporting and internal accounting controls. Both the internal auditors and the
independent auditors have unrestricted access to the Committee.

/s/ James H. Blanchard
James H. Blanchard
Chairman of the Board and Chief Executive Officer

/s/ Thomas J. Prescott
Thomas J. Prescott
Executive Vice President and Chief Financial Officer

January 17, 2001

F-24 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

[LOGO]

[KPMG LOGO] 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA 30308

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Synovus Financial Corp.:

We have audited the accompanying consolidated balance sheets of Synovus
Financial Corp. and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of income, changes in shareholders' equity and
cash flows for each of the years in the three-year period ended December 31,
2000. These consolidated financial statements are the responsibility of Synovus'
management. Our responsibility is to express an opinion on these consolidated
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 consolidated
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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Synovus Financial
Corp. and subsidiaries at December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.

KPMG LLP

January 17, 2001

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-25

Selected Financial Data [LOGO]

(Amounts in thousands, except per share data)

YEARS ENDED DECEMBER 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996(B)
-----------------------------------------------------------------

INCOME STATEMENT:
Total revenues(a) ................................ $ 1,395,064 1,251,857 1,035,979 927,398 821,793
Net interest income .............................. 562,332 513,294 455,065 425,920 386,350
Provision for losses on loans .................... 44,341 34,007 26,882 32,485 32,411
Non-interest income .............................. 833,513 739,765 582,213 501,412 435,443
Non-interest expense ............................. 923,274 856,549 695,812 618,691 555,904
Net income ....................................... 262,557 225,307 196,465 170,829 144,174

PER SHARE DATA:
Net income - basic ............................... 0.93 0.80 0.72 0.63 0.54
Net income - diluted ............................. 0.92 0.80 0.71 0.63 0.53
Cash dividends declared .......................... 0.44 0.36 0.29 0.24 0.19
Book value ....................................... 4.98 4.35 3.99 3.50 3.02

BALANCE SHEET:
Investment securities ............................ 2,077,928 1,993,957 1,877,473 1,702,681 1,685,672
Loans, net of unearned income .................... 10,751,887 9,068,239 7,603,605 6,752,154 6,188,882
Deposits ......................................... 11,161,710 9,440,087 8,797,412 7,928,211 7,395,732
Long-term debt ................................... 840,859 318,620 131,802 131,492 100,415
Shareholders' equity ............................. 1,417,171 1,226,669 1,111,917 937,222 812,296
Average total shareholders' equity ............... 1,303,634 1,165,426 1,013,334 865,232 757,302
Average total assets ............................. 13,466,385 11,438,696 9,827,925 9,067,237 8,355,951

PERFORMANCE RATIOS AND OTHER DATA:
Return on average assets ......................... 1.95% 1.97 2.00 1.88 1.73
Return on average equity ......................... 20.14 19.33 19.39 19.74 19.04
Net interest margin .............................. 4.70 5.07 5.23 5.28 5.19
Efficiency ratio(c) .............................. 55.35 58.15 58.01 56.45 58.36
Dividend payout ratio(d) ......................... 47.76 43.78 41.52 38.10 36.62
Average shareholders' equity to average assets ... 9.68 10.19 10.31 9.54 9.06
Average shares outstanding, basic ................ 283,552 280,016 272,416 269,285 268,271
Average shares outstanding, diluted .............. 286,882 283,355 277,223 273,152 272,594

(a) Consists of net interest income and non-interest income, excluding
securities gains (losses).

(b) 1996 selected financial data reflects the impact of the special FDIC
assessment. Without the special FDIC assessment, net income would have
been $146,970 and diluted net income per share would have been $.57.

(d) Determined by dividing dividends declared (excluding pooled
subsidiaries) by consolidated net income.

F-26 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

Financial Review [LOGO]

INTRODUCTION

To better understand financial trends and performance, Synovus analyzes
certain financial data in two separate components: banking operations and
transaction processing services.

Banking operations represent 54.5% of consolidated revenues and 72.5%
of net income for 2000; 55.3% of consolidated revenues and 73.4% of net income
for 1999; and 59.0% of consolidated revenues and 75.2% of net income for 1998.

Transaction processing services are provided by majority-owned Total
System Services, Inc. (TSYS), wholly-owned TSYS Total Debt Management, Inc.
(TDM) and wholly-owned ProCard, Inc. (ProCard). TSYS provides bankcard data
processing and related services to banks and other institutions, generally under
long-term processing contracts. TDM is a debt collection and bankruptcy
management business. ProCard is a provider of software and Internet tools to
assist organizations with the management of purchasing, travel and fleet card
programs. TSYS represented 96.1% and 96.9% of 2000's total transaction
processing revenues and net income, respectively.

The following discussion reviews the results of operations and assesses
the financial condition of Synovus. This discussion should be read in
conjunction with the preceding consolidated financial statements and
accompanying notes as well as the selected financial data.

SUMMARY

The Synovus family of companies had another successful year in 2000.
Net income for 2000 was $262.6 million, an increase of 16.5% over 1999 net
income of $225.3 million. Diluted net income per share increased to $0.92 in
2000, up 15% over $0.80 per share in 1999. Return on assets was 1.95% in 2000,
compared to 1.97% in 1999. Return on equity was 20.14% in 2000, compared to
19.33% in 1999.

Two major growth areas--fee income from TSYS and core commercial
lending--were the primary contributors to the financial performance in 2000.
Continuing a trend that began in the last half of 1999, expense control
management positively impacted the growth in net income.

Banking operations' net income for 2000 was $190.4 million, up 15.2%
from $165.3 million in 1999. Return on assets for the year was 1.46%, and return
on equity was 19.18%, compared to 1.49% and 18.04%, respectively, for 1999.

Transaction processing services' net income for 2000 was $88.5 million,
up 21.0% from $73.2 million in 1999. The increase in net income was due
primarily to a concerted emphasis on expense control and above average internal
client growth at TSYS.

Total assets ended the year at $14.9 billion, a growth rate of 18.8%
for 2000, resulting primarily from net loan growth of $1.684 billion, or 18.6%.
This asset growth was funded in large part by a $1.7216 billion, or 18.2%,
increase in total deposits. Additional funding was provided by long-term debt.
The increase in loans reflects the continued strength of the regional economy
and our competitive advantage in the local markets we serve. Shareholders'
equity grew 15.5% to $1.4 billion, which represented 9.51% of total assets.

ACQUISITIONS

Table 1 summarizes the acquisitions completed during the past three
years.

TABLE 1
ACQUISITIONS
(Dollars in thousands)

TOTAL SHARES ACCOUNTING
COMPANY AND LOCATION DATE ASSETS ISSUED TREATMENT
-----------------------------------------------------------------------------------------------------------

ProCard, Inc. May 31, 2000 $ 5,281 1,415,053 Pooling (Non-restated)
Golden, Colorado
Ready Bank of Fort Walton Beach October 31, 1999 $ 65,000 902,785 Pooling (Non-restated)
Holding Company, Inc.
Ft. Walton Beach, Florida
Horizon Bancshares, Inc. October 31, 1999 $ 60,000 1,043,631 Pooling (Non-restated)
Pensacola, Florida
Wallace & de Mayo September 30, 1999 $ 7,000 2,339,624 Pooling
Norcross, Georgia
Merit Holding Corporation September 30, 1999 $306,000 5,995,085 Pooling
Tucker, Georgia
Canterbury Trust Company, Inc. January 31, 1999 $ 7,400 333,163 Purchase
Birmingham, Alabama
Georgia Bank & Trust December 18, 1998 $178,000 1,811,058 Pooling (Non-restated)
Calhoun, Georgia
Bank of Georgia November 30, 1998 $ 55,000 850,269 Pooling (Non-restated)
Watkinsville, Georgia
Community Bank Capital Corporation September 1, 1998 $348,000 3,774,531 Pooling (Non-restated)
Alpharetta, Georgia

This information is discussed in further detail in Note 2 of the consolidated
financial statements.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-27

FINANCIAL REVIEW [LOGO]

TABLE 2
NET INTEREST INCOME
(In thousands)

Years Ended December 31,
------------------------------------
2000 1999 1998
------------------------------------

Interest income .............................. $1,097,805 888,007 792,318
---------- ------- -------
Taxable-equivalent adjustment ................ 6,047 5,309 4,637
---------- ------- -------
Interest income, taxable-equivalent ....... 1,103,852 893,316 796,955
Interest expense ............................. 535,473 374,713 337,253
---------- ------- -------
Net interest income, taxable-equivalent ... $ 568,379 518,603 459,702
========== ======= =======

EARNING ASSETS, SOURCES OF FUNDS, AND NET INTEREST INCOME

Average total assets for 2000 were $13.5 billion, or 18.4% over 1999
average total assets of $11.4 billion. Average earning assets for 2000 were
$12.1 billion, which represented 89.6% of average total assets. A $995.9
million, or 11%, increase in average deposits for 2000 provided the primary
funding for a $1.7 billion, or 21.4%, increase in average net loans. Other
primary funding sources were a $379.3 million increase in average long-term
debt, primarily Federal Home Loan Bank advances, and a $462.0 million increase
in average short-term borrowings. Average shareholders' equity for 2000 was $1.3
billion.

For 1999, average total assets increased $1.6 billion, or 16.4%.
Average earning assets for 1999 were $10.2 billion, which represented 89.4% of
average total assets. For more detailed information on the average balance
sheets for the years ended December 31, 2000, 1999, and 1998, refer to Table 3.

Net interest income (interest income less interest expense) is a major
component of net income, representing the earnings of the primary business of
gathering funds from deposit sources and investing those funds in loans and
investment securities. Our long-term objective is to manage those assets and
liabilities to provide the largest possible amount of income while balancing
interest rate, credit, liquidity, and capital risks.

Net interest income is presented in this discussion on a tax-equivalent
basis, so that the income from assets exempt from federal income taxes is
adjusted based on a statutory marginal federal tax rate of 35% in all years (See
Table 2). The net interest margin is defined as taxable-equivalent net interest
income divided by average total interest earning assets and provides an
indication of the efficiency of the earnings from balance sheet activities. The
net interest margin is affected by changes in the spread between interest
earning asset yields and interest bearing liability costs (spread rate), and by
the percentage of interest earning assets funded by non-interest bearing
liabilities.

Net interest income for 2000 was a record $562.3 million, up $49.0
million, or 9.6%, from 1999. On a taxable-equivalent basis, net interest income
was $568.4 million, up $49.8 million, or 9.6%, over 1999. During 2000, average
interest earning assets increased $1.9 billion, or 18.2%, with the majority of
this increase attributable to loan growth. Increases in the level of federal
funds purchased, time deposits, and notes payable were the main contributors to
the $1.7 billion, or 20%, growth in average interest bearing liabilities.

The 4.70% net interest margin achieved in 2000 is a 37 basis point
decrease compared to the 5.07% reported for 1999. This decrease is primarily the
result of strong loan growth exceeding the growth of lower cost deposits. This
growth created the need to utilize higher cost wholesale funding to fund a
significant portion of our loan growth. While funding loan growth with this
source is profitable on a spread basis, the impact was to lower the overall
spread when combined with our existing balance sheet. Current deposit
initiatives are strongly focused on growing in-market core deposits. This growth
should help stabilize and improve the margin in 2001 and future years.

During 1999, net interest income and tax-equivalent net interest income
increased 12.8%. Average interest earning assets grew 16.3% while interest
bearing liabilities increased 18%. The net interest margin of 5.07% is a 16
basis point decrease over the 5.23% reported in 1998. This decrease is the
result of lower loan and investment yields partially offset by a lower cost of
funds.

F-28 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

FINANCIAL REVIEW [LOGO]

TABLE 3
CONSOLIDATED AVERAGE BALANCES, INTEREST, AND YIELDS
(Dollars in thousands)

2000 1999
---------------------------------- ----------------------------------
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE
------------ --------- ------ ------------ --------- ------

ASSETS
INTEREST EARNING ASSETS:
Taxable Loans, net(a)(b) .......................... $ 9,931,373 953,814 9.60% $ 8,186,544 756,202 9.24%
Tax-exempt loans, net(a)(b)(c) .................... 41,501 4,151 10.00 31,510 3,493 11.09
Allowance for loan losses ......................... (138,769) -- -- (119,626) -- --
------------ --------- ------------ ---------
Loans, net ..................................... 9,834,105 957,965 9.74 8,098,428 759,695 9.38
------------ --------- ------------ ---------
Taxable investment securities(d) .................. 1,872,383 117,291 6.26 1,798,853 110,214 6.13
Tax-exempt investment securities(c)(d) ............ 197,791 14,601 7.38 170,744 12,781 7.49
------------ --------- ------------ ---------
Total investment securities .................... 2,070,174 131,892 6.37 1,969,597 122,995 6.24
------------ --------- ------------ ---------
Interest earning deposits with banks .............. 2,062 164 7.95 1,562 88 5.63
Federal funds sold ................................ 86,730 5,736 6.61 57,730 2,879 4.99
Mortgage loans held for sale ...................... 101,010 8,095 8.01 102,524 7,659 7.47
------------ --------- ------------ ---------
Total interest earning assets .................. 12,094,081 1,103,852 9.13 10,229,841 893,316 8.73
------------ --------- ---- ------------ --------- -----
Cash and due from banks .............................. 381,601 340,478
Premises and equipment, net .......................... 462,338 408,443
Other real estate .................................... 8,780 8,773
Other assets(e) ...................................... 519,585 451,161
------------ ------------
Total assets ................................... $ 13,466,385 $ 11,438,696
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST BEARING LIABILITIES:
Interest bearing demand deposits .................. $ 1,423,625 37,399 2.63 $ 1,355,301 30,429 2.25
Money market accounts ............................. 1,910,172 91,822 4.81 1,796,114 73,280 4.08
Savings deposits .................................. 436,305 9,358 2.14 466,879 10,085 2.16
Time deposits ..................................... 4,696,386 281,594 6.00 3,963,862 209,958 5.30
Federal funds purchased and securities
sold under agreement to repurchase .............. 1,248,983 78,445 6.28 786,954 39,427 5.01
Other borrowed funds .............................. 578,366 36,855 6.37 199,091 11,534 5.79
------------ --------- ------------ ---------
Total interest bearing liabilities.............. 10,293,837 535,473 5.18 8,568,201 374,713 4.37
------------ --------- ---- ------------ --------- -----
SPREAD RATE .................................... 3.95% 4.36%
==== =====
Non-interest bearing demand deposits ................. 1,562,096 1,450,547
Other liabilities .................................... 306,818 254,522
Shareholders' equity ................................. 1,303,634 1,165,426
------------ ------------
Total liabilities and
shareholders' equity ......................... $ 13,466,385 $ 11,438,696
============ ============
NET INTEREST INCOME/MARGIN ........................... 568,379 4.70% 518,603 5.07%
==== =====
Taxable-equivalent adjustment ........................ (6,047) (5,309)
--------- ---------
Net interest income, actual .......................... $ 562,332 $ 513,294
========= =========

1998
--------------------------------
AVERAGE YIELD/
BALANCE INTEREST RATE
----------- --------- ------

ASSETS
INTEREST EARNING ASSETS:
Taxable Loans, net(a)(b) .......................... $ 6,961,897 671,167 9.64%
Tax-exempt loans, net(a)(b)(c) .................... 31,725 3,193 10.06
Allowance for loan losses ......................... (107,898) -- --
----------- --------
Loans, net ..................................... 6,885,724 674,360 9.79
----------- --------
Taxable investment securities(d) .................. 1,581,497 100,841 6.38
Tax-exempt investment securities(c)(d) ............ 142,318 11,049 7.76
----------- --------
Total investment securities .................... 1,723,815 111,890 6.49
----------- --------
Interest earning deposits with banks .............. 896 51 5.69
Federal funds sold ................................ 92,454 5,152 5.57
Mortgage loans held for sale ...................... 95,699 5,502 5.75
----------- --------
Total interest earning assets .................. 8,798,588 796,955 9.06
----------- -------- -----
Cash and due from banks .............................. 329,312
Premises and equipment, net .......................... 331,644
Other real estate .................................... 9,958
Other assets (e) ..................................... 358,423
-----------
Total assets ................................... $ 9,827,925
===========

LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST BEARING LIABILITIES:
Interest bearing demand deposits .................. $ 1,202,108 29,922 2.49
Money market accounts ............................. 1,452,386 62,859 4.33
Savings deposits .................................. 453,487 11,166 2.46
Time deposits ..................................... 3,710,312 210,089 5.66
Federal funds purchased and securities
sold under agreement to repurchase .............. 311,617 15,413 4.95
Other borrowed funds .............................. 131,381 7,804 5.94
----------- --------
Total interest bearing liabilities.............. 7,261,291 337,253 4.64
----------- -------- -----
SPREAD RATE .................................... 4.42%
=====
Non-interest bearing demand deposits ................. 1,324,257
Other liabilities .................................... 229,043
Shareholders' equity ................................. 1,013,334
-----------
Total liabilities and
shareholders' equity ......................... $ 9,827,925
===========
NET INTEREST INCOME/MARGIN ........................... 459,702 5.23%
=====
Taxable-equivalent adjustment ........................ (4,637)
---------
Net interest income, actual .......................... $ 455,065
=========

(a) Average loans are shown net of unearned income. Nonperforming loans are
included.

(b) Interest income includes loan fees as follows: 2000 - $40,839; 1999 -
$37,155; 1998 - $30,092.

(c) Reflects taxable-equivalent adjustments, using the statutory federal
income tax rate of 35%, in adjusting interest on tax-exempt loans and
investment securities to a taxable-equivalent basis.

(d) Includes certain investment securities available for sale, at their
respective average amortized cost. For the years ended December 31,
2000, 1999, and 1998, the average amortized cost of these securities
amounted to $1,794,384, 1,680,945 and 1,411,233, respectively.

(e) Includes average net unrealized gains (losses) on investment securities
available for sale of ($40,496), ($9,138), and $16,246 for the years
ended December 31, 2000, 1999, and 1998, respectively.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-29

FINANCIAL REVIEW [LOGO]

TABLE 4
RATE/VOLUME ANALYSIS
(In thousands)

2000 COMPARED TO 1999 1999 COMPARED TO 1998
----------------------------------- ---------------------------------
CHANGE DUE TO(A) CHANGE DUE TO(A)
----------------------------------- ---------------------------------
YIELD/ NET YIELD/ NET
VOLUME RATE CHANGE VOLUME RATE CHANGE
-------- ------- ------- -------- ------- -------

Interest earned on:
Taxable loans, net ..................... $161,222 36,390 197,612 $118,056 (33,021) 85,035
Tax-exempt loans, net(b) ............... 1,108 (450) 658 (22) 322 300
Taxable investment securities .......... 4,507 2,570 7,077 13,867 (4,494) 9,373
Tax-exempt investment securities(b) .... 2,026 (206) 1,820 2,206 (474) 1,732
Interest earning deposits with banks ... 28 48 76 38 (1) 37
Federal funds sold ..................... 1,447 1,410 2,857 (1,934) (339) (2,273)
Mortgage loans held for sale ........... (113) 549 436 392 1,765 2,157
-------- ------- ------- -------- ------- ------
Total interest income ............... 170,225 40,311 210,536 132,603 (36,242) 96,361
-------- ------- ------- -------- ------- ------

Interest paid on:
Interest bearing demand deposits ....... 1,537 5,433 6,970 3,815 (3,308) 507
Money market accounts .................. 4,654 13,888 18,542 14,883 (4,462) 10,421
Savings deposits ....................... (660) (67) (727) 329 (1,410) (1,081)
Time deposits .......................... 38,824 32,812 71,636 14,351 (14,482) (131)
Federal funds purchased and securities
sold under agreement to repurchase ... 23,148 15,870 39,018 23,529 485 24,014
Other borrowed funds ................... 21,960 3,361 25,321 4,022 (292) 3,730
-------- ------- ------- -------- ------- ------
Total interest expense .............. 89,463 71,297 160,760 60,929 (23,469) 37,460
-------- ------- ------- -------- ------- ------
Net interest income ................. $ 80,762 (30,986) 49,776 $ 71,674 (12,773) 58,901
======== ======= ======= ======== ======= ======

(a) The change in interest due to both rate and volume has been allocated
to the rate component.

(b) Reflects taxable-equivalent adjustments using the statutory federal
income tax rate of 35% in adjusting interest on tax-exempt loans and
investment securities to a taxable-equivalent basis.

NON-INTEREST INCOME

Non-interest income consists of TSYS, TDM and ProCard's revenues as
well as a wide variety of fee generating services from the banking operations
segment. Non-interest income totaled $833.5 million in 2000, an increase of
12.7% from the previous year, and $739.8 million in 1999, an increase of 27.1%
from 1998. Revenues from bankcard data processing and other services offered by
TSYS were the largest contributors, increasing $69.1 million, or 14.1% in 2000,
and increasing $124.5 million, or 34.1% in 1999, over the previous year. TSYS,
TDM and ProCard's combined revenues represented approximately 77.1% of
consolidated non-interest income in 2000 compared to approximately 76.6% in
1999. Banking operations' non-interest income increased $21.9 million, or 12.0%
in 2000, and $31.4 million or 20.8% in 1999. The increase in banking operations
non-interest income in 2000 was led by increases in service charges, fees for
trust services, credit card fees, and brokerage revenue.

TSYS contributed approximately 74.0% of consolidated non-interest
income in 2000 with the majority of it reported as data processing services
income. TSYS' revenues are derived from providing bankcard data processing and
related services to banks and other companies, generally under long-term
processing contracts. TSYS' services are provided through the company's
cardholder systems, TS(2) and TS(1), to financial institutions and other
organizations throughout the United States, Mexico, Canada, Honduras, and the
Caribbean. TSYS will begin offering it services to financial institutions in
Europe in 2001. TSYS currently offers merchant services to financial
institutions and other organizations in Japan.

Bankcard data processing revenues are generated primarily from charges
based on the number of accounts billed, transactions and authorizations
processed, statements mailed, credit bureau requests, credit cards embossed and
mailed, and other processing services for cardholder accounts on file.
Cardholder accounts on file include active and inactive consumer credit, retail,
debit, stored value and commercial card accounts. Due to the number of
cardholder accounts processed by TSYS and the expanding use of cards, as well as
increases in the scope of services offered to clients, revenues relating to
bankcard data processing services have continued to grow. Processing contracts
with large customers, representing a significant portion of TSYS' total
revenues, generally provide for discounts on certain services based on the size
and activity of clients' portfolios. Therefore, bankcard data processing
revenues and the related margins are influenced by the client mix relative to
the size of client card portfolios, as well as the number and activity of
individual cardholder accounts processed for each client.

Due to the somewhat seasonal nature of the credit card industry, TSYS'
revenues and results of operations have generally increased in the fourth
quarter of each year because of increased transaction and authorization volumes
during the traditional holi-

F-30 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

Financial Review [LOGO]

day shopping season. Furthermore, growth in card portfolios of existing clients,
the conversion of cardholder accounts of new clients to TSYS' processing
platforms, and the loss of cardholder accounts impact the results of operations
from period to period. Another factor, among others, which may affect TSYS'
revenues and results of operations from time to time is the sale by a client of
its business, its card portfolio, or a segment of its accounts to a party which
processes cardholder accounts internally or uses another third-party processor.
Consolidation in the financial services industry could favorably or
unfavorably impact TSYS' financial condition and results of operations in the
future.

The average number of TSYS' cardholder accounts on file increased 7.9%
to 194.6 million in 2000, compared to 180.4 million in 1999, which represented a
78.4% increase over 101.1 million in 1998. At December 31, 2000, TSYS'
cardholder accounts on file were approximately 195.2 million, compared to 206.2
million and 117.6 million at December 31, 1999 and 1998, respectively. The
change in cardholder accounts on file at December 31, 2000, as compared to
December 31, 1999, included the deconversion of 36.9 million accounts of
Universal Card Services (UCS) and others, the purging of inactive accounts, the
addition of approximately 24.8 million accounts, attributable to the internal
growth of existing customers, and approximately 1.1 million accounts added
belonging to new clients.

In 1999 as a result of the completion of the conversions of the account
portfolios for Sears and Nordstrom, TSYS became a leading third-party processor
of retail accounts. At December 31, 2000, TSYS was processing approximately 90.1
million retail card accounts, a 1.5% increase over the approximately 88.7
million being processed at year-end 1999, which represented a 527.8% increase
over the 14.1 million at year end 1998. Traditional retail card operations are
beginning to increase the activity of their portfolios by converting inactive
accounts to Visa/MasterCard bankcards. TSYS is able to provide its extensive
bankcard processing tools and techniques, as well as value-added functionality,
to traditional retail card operations allowing better segmentation and
potentially increased profitability for clients. TSYS assisted Sears in
converting 7 million inactive retail accounts to a MasterCard portfolio in 2000.
In November 2000, TSYS announced a multiyear agreement with Target Stores to
process the retailer's new consumer Visa Card.

A significant amount of TSYS' revenues is derived from long-term
contracts with large clients, including certain major customers. Two TSYS'
clients, NationsBank and Bank of America, merged effective September 30, 1998.
The new parent company of these entities is Bank of America Corporation. In
September 1999, TSYS announced a new ten-year agreement with the combined entity
to continue processing its credit card portfolio until 2009. The combination of
NationsBank and Bank of America under a single processing agreement with TSYS
reduced TSYS' revenues in 1999 and will reduce TSYS' revenues in future years
because together NationsBank and Bank of America will be entitled to receive a
greater volume-based discount than either would be entitled to receive standing
alone. Bank of America accounted for approximately 15%, 16%, and 21% of total
revenues for the years ended December 31, 2000, 1999, and 1998, respectively.
The loss of Bank of America, or any other major or significant clients, could
have a material adverse effect on TSYS' financial condition and results of
operations.

Near the end of the first quarter of 1998, AT&T completed the sale of
UCS to CITIBANK, a part of Citigroup. CITIBANK accounted for approximately 13%
of total revenues for each of the years ended December 31, 1999 and 1998. On
February 26, 1999, CITIBANK notified TSYS of its decision to terminate UCS'
processing agreement with TSYS for consumer credit card accounts at the end of
its original term on August 1, 2000. Although it remains a client, CITIBANK was
not a major TSYS client for the year ended December 31, 2000.

TSYS has a long-term processing relationship with Providian Financial
Corporation (Providian), considered one of the largest bankcard providers in the
nation. In August 1998, TSYS and Providian agreed to an extension of their
processing agreement until 2004. Providian accounted for approximately 11% of
total revenues for the year ended December 31, 2000. Providian was not a major
customer in 1999 and 1998.

In May 1998, TSYS announced the signing of a long-term processing
agreement with Sears, Roebuck and Co. to convert and process its 65 million
retail accounts. TSYS successfully converted the first 7.2 million of these
accounts to TS(2) in October 1998 and completed the conversion in May 1999. In
January 2000, TSYS announced a one-year extension of its long-term retail
processing agreement with Sears until 2010. Sears accounted for approximately
10% of total revenues for the year ended December 31, 2000. Sears was not a
major customer in 1999 and 1998.

Synovus continues to emphasize the importance of growth in non-interest
related sources of income in its banking operations via its Financial Services
Beyond Banking strategy which offers the complete financial solutions that our
customers need. Non-interest income for banking operations increased $21.9
million, or 12.0%, in 2000, with increases in service charges on deposit
accounts of $5.8 million or 8.3%, trust service fees of $2.3 million or 11.3%,
credit card fees of $4.0 million or 26.5%, and brokerage revenues of $2.0
million or 14.1%. Total banking operations' noninterest income as a percentage
of total banking operations revenues was 26.8% in 2000, up from 26.3% in 1999.
See Table 5 for a complete summary of non-interest income for banking
operations.

TABLE 5
BANKING OPERATIONS NON-INTEREST INCOME
(In thousands)

2000 1999 1998
-------- -------- --------

Service charges on deposits $ 76,002 70,161 62,884
Fees for trust services 22,654 20,354 15,590
Credit card fees 19,129 15,123 13,581
Mortgage banking income 21,741 21,196 21,302
Brokerage revenue 16,063 14,076 11,429
Securities gains, net 781 1,197 1,302
Other fee income 15,110 12,918 11,585
Other operating income 32,725 27,237 13,253
-------- -------- --------
Total non-interest income $204,205 182,262 150,926
======== ======== ========

Service charges on deposit accounts represent the single largest fee
income component for banking operations. The main factors that contributed to
the 8.3% increase in service charges in 2000 were increases in the number of
individual and commercial accounts, transaction volume growth, and the effect of
pricing increases in certain service charges.

Fees for trust services are derived from providing estate
administration services, personal trust and investment management services,
corporate trust, and employee benefit plan administration. Factors contributing
to the 11.3% increase in trust revenues in 2000 included our focused,
needs-based sales program that added approximately $1 million in new fee
revenues during 2000. To a large extent, trust revenues are impacted by the
market value of managed assets. During 2000, the average market value of a
significant portion of our managed assets decreased due to lower

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-31

Financial Review [LOGO]

valuations of the underlying equity securities, resulting in lower fees assessed
to those accounts than in 1999. At December 31, 2000 and 1999, the total market
value of assets administered by Synovus was approximately $8.0 billion and $7.1
billion, respectively.

Brokerage revenues increased 14.1% in 2000 or $2.0 million. Brokerage
revenues are derived from the retail and capital market sectors and investment
banking (new in 2000). The retail brokerage sector accounted for approximately
80% of total brokerage revenues in 2000, compared to approximately 70% in 1999.
Revenues from retail brokerage were up 24% over 1999, while capital markets
experienced a growth of 5%. The growth in brokerage revenues was due to an
increase in volume in existing facilities and the introduction of investment
banking.

During 2000, revenues from mortgage banking activities increased
slightly from the previous year to $21.7 million. In spite of the rising
interest rate environment experienced during most of 2000, loan originations and
related revenue increased slightly over the prior year as a result of a
restructuring in the mortgage line of business and an increased emphasis placed
on sales within this line of business. Given the highly competitive mortgage
servicing industry and the economies of scale that the large, national servicers
are able to attain, Synovus exited the servicing business by selling a
substantial portion of its servicing portfolio in the fourth quarter of 2000.
This change in strategy will allow the mortgage unit to focus on the more
profitable mortgage origination business. The sale resulted in a pre-tax gain of
$1.8 million, which was recorded as a component of other operating income.

Other fee income includes fees for letters of credit, safe deposit box
fees, access fees for teller machine use, official check issuance fees, and
other miscellaneous fee-related income. These fees increased $2.2 million or 17%
over 1999 primarily from increases in fees per transaction processed and volumes
of transactions processed.

Other operating income was $32.7 million in 2000, compared to $27.2
million in 1999. $3.4 million of the increase relates to income earned on
company-owned life insurance which was $6.2 million for 2000. Gross gains from
the sale of certain bank branches were $12.0 million in 2000 compared to $6.0
million in 1999. During 2000, the company continued its strategy to sell
underperforming branches to allow it to aggressively reinvest those resources in
higher growth markets. Other operating income also included the $1.8 million
gain from the sale of the mortgage servicing rights portfolio in 2000 and a $5.9
million gain from the sale of a corporate investment in 1999.

In 1999, banking operations' non-interest income increased $31.3
million, or 20.8%, with increases in service charges on deposit accounts of $7.3
million or 11.6%, trust service fees of $4.8 million, or 30.6%, credit card fees
of $1.5 million or 11.4%, and brokerage revenues of $2.6 million or 23.2%. Other
operating income for 1999 includes $2.8 million in income earned on
company-owned life insurance (new for 1999) and a $3.5 million increase from
gain on sale of a corporate investment. Additionally, the 1999 results included
a $6.0 million gain from the sale of five bank branches in slow growth markets.
Total banking operations' non-interest income as a percentage of total banking
operations' revenues was 26.3% in 1999, up from 24.6% in 1998.

NON-INTEREST EXPENSE

Management analyzes non-interest expense in two separate components:
banking operations and transaction processing services. Table 6 summarizes this
data for the years ended December 31, 2000, 1999, and 1998.

Banking Operations:

In 2000, non-interest expense for banking operations increased $17.3
million or 4.4%. Throughout 2000, banking operations benefited from the
continuing emphasis on overall expense control management and headcount growth
containment, which resulted in a slight decrease in the number of employees from
5,205 at December 31, 1999 to 5,182 at December 31, 2000. Additionally, total
non-interest expense for 2000 was impacted by a reduction in incentive
compensation for the banking operations segment. The incentive compensation
reduction resulted in a $12 million decrease in employment expenses. This
decrease was offset by normal increases in salaries and higher employee group
health insurance costs.

Approximately $3.4 million of the $5.1 million increase in occupancy
and equipment expense during 2000 relates to increased depreciation on the
computer equipment that was added primarily as a result of the conversion to a
new core processing system, as well as the amortization of a human resources
information system that was implemented in 2000. Other factors contributing to
the increase in occupancy and equipment expenses during 2000 consist of
additional carrying costs associated with new branch offices and other banking
facilities added during 2000 and the latter part of 1999.

Consulting fees, advertising, and technology costs associated with the
start-up of our Internet bank, pointpathbank, N.A., were the major contributors
to the $9.3 million or 9.4% increase in banking operations' other operating
expenses in 2000. During 2000, Synovus incurred other operating expenses of $3.8
million in connection with the start-up of pointpathbank. Third-party processing
services increased by $1.0 million, from $20.1 million in 1999. Other factors
contributing to the increase in other operating expenses in 2000, excluding the
impact of pointpathbank, consist of an increase of $0.9 million in advertising
expenses and an increase of $1.1 million in training costs.

TABLE 6
NON-INTEREST EXPENSE
(In thousands)

2000 1999 1998
------------------------ ------------------------ ------------------------
TRANSACTION TRANSACTION TRANSACTION
BANKING PROCESSING BANKING PROCESSING BANKING PROCESSING
OPERATIONS SERVICES OPERATIONS SERVICES OPERATIONS SERVICES
---------- ----------- ---------- ----------- ---------- -----------

Salaries and other personnel expense ... $245,600 249,877 242,624 215,117 221,899 168,243
Net occupancy and equipment expense .... 60,495 165,180 55,398 152,799 51,635 106,583
Other operating expenses ............... 107,306 94,816 98,048 92,563 78,527 68,925
-------- ------- ------- ------- ------- -------
Total non-interest expense .......... $413,401 509,873 396,070 460,479 352,061 343,751
======== ======= ======= ======= ======= =======

F-32 SYNOVUS FINANCIAL ANNUAL REPORT 2000

Financial Review [LOGO]

The banking operations' efficiency ratio was 55.35% in 2000, compared
to 58.15% in 1999 and 58.01% in 1998. The efficiency ratio in 1999 and 1998
reflected the significant initiatives (and the associated costs) that were
implemented in those years.

Non-interest expense for banking operations increased $44.0 million, or
12.5%, in 1999 over 1998. The primary reasons for this increase were increased
employment expenses and technology costs which include third-party processing
services and new equipment depreciation. The increase in employment expenses
includes normal merit and promotional salary adjustments, costs associated with
our PDE (Personally Developing EveryONE) initiatives, and higher employee group
health insurance costs. Throughout 1999, banking operations had an emphasis on
overall expense control management and headcount growth containment, which
resulted in only a slight increase in the average number of employees in banking
operations from 5,048 in 1998 to 5,170 in 1999. The employees added during 1999
resulted mostly from acquisitions.

Transaction Processing Services:

During 2000, transaction processing services' operating expenses as a
percentage of revenues decreased to 81.3%, compared to 83.5% and 83.2% for 1999
and 1998, respectively. Approximately 96% of total transaction processing
services' noninterest expense relates to TSYS, with the remainder related to TDM
and ProCard. The following discussion provides an analysis of the non-interest
expense components at TSYS.

The principal decreases in operating expenses as a percentage of
revenues in 2000 compared to 1999 resulted from a concerted emphasis on expense
control, the focus on improved processes, and reduction in contract acquisition
costs.

A significant portion of TSYS' operating expenses relates to salaries
and other personnel costs. During 2000, the average number of employees
increased to 4,606, compared to 4,106 in 1999 and 3,382 in 1998. The change in
total employment costs consists of increases of $37.2 million, $61.7 million and
$32.8 million in 2000, 1999, and 1998, respectively. The increase in total
employment costs is associated with the growth in the number of employees,
normal salary increases and related employee benefits. These increases were
reduced by $9.1 million, $14.9 million and $19.4 million in 2000, 1999 and 1998,
respectively, invested in software development costs and contract acquisition
costs.

Computer equipment and software rentals, which represent the largest
component of TSYS' net occupancy and equipment expenses, remained the same in
2000 compared to 1999, and increased $27.5 million or 51.5% in 1999 compared to
1998. Due to rapidly changing technology in computer equipment and software,
TSYS' equipment and software needs are fulfilled primarily through operating
leases. In anticipation of the deconversion of a significant customer in 2000,
TSYS made a concerted effort to improve processing productivity and implemented
significant cost controls. During 1999 and the last half of 1998, TSYS made
significant investments in computer software licenses related to a new data
center located in east Columbus to accommodate increased volumes and expected
growth in the number of accounts associated with new and existing clients. As
additional software licenses are acquired, net occupancy and equipment expense
may increase as a result of the amortization of these new licenses.

TSYS continues to monitor and assess its building and equipment needs
as it positions itself for future growth and expansion. TSYS has entered into an
operating lease agreement relating to its corporate campus. Under the agreement,
the lessor purchased the properties, paid the construction and development costs
and leased the facilities to TSYS. The lease provides for substantial residual
value guarantees and includes purchase options at the original cost of the
property. Real estate taxes, insurance, maintenance and operating expenses
applicable to the leased property are the obligations of TSYS. TSYS began moving
personnel into the campus facility in December 1998, and had completed the move
of a substantial number of its personnel to the facility at the end of the third
quarter of 1999. With the move to the corporate campus, TSYS did not renew
leases on certain facilities. The increase in net occupancy and equipment
expenses related to occupying the campus was $9.6 million in 2000 and $6.4
million in 1999, net of the relinquished lease obligations.

Other operating expenses at TSYS increased 4.7% in 2000 compared to
1999, and 35.9% in 1999 compared to 1998. The decrease in the growth rate of
other operating expenses in 2000 is primarily due to a decline in the
amortization of contract acquisition costs which were $7.5 million, $12.3
million and $6.9 million in 2000, 1999, and 1998, respectively.

INVESTMENT SECURITIES

The investment securities portfolio consists of debt and equity
securities categorized as either available for sale or held to maturity.
Investment securities provide Synovus with a source of liquidity and a
relatively stable source of income. The investment securities portfolio also
provides management with a tool to balance the interest rate risk of its loan
and deposit portfolios. At December 31, 2000, approximately $1.6 billion of
these investment securities were pledged as required collateral for certain
deposits and repurchase agreements. See Table 16 for maturity and average yield
information of the available for sale and held to maturity investment
securities.

The investment strategy focuses on the use of the investment securities
portfolio to manage the interest rate risk created by the inherent mismatch
between the loan and deposit portfolios. With the strong loan demand at
subsidiary banks, there is little need for investment securities solely to
augment income or utilize unpledged deposits. As such, the investment securities
are primarily U.S. Government agencies and Government agency sponsored
mortgage-backed securities, both of which have a high degree of liquidity and
limited credit risk. A mortgage-backed security depends on the underlying pool
of mortgage loans to provide a cash flow pass-through of principal and interest.
At December 31, 2000, substantially all of the collateralized mortgage
obligations and mortgage-backed pass-through securities held by Synovus were
issued or backed by Federal agencies.

As of December 31, 2000 and 1999, the estimated fair value of
investment securities as a percentage of their amortized cost was 100.7% and
97.5%, respectively. The investment securities portfolio had gross unrealized
gains of $22.8 million and gross unrealized losses of $7.3 million, for a net
unrealized gain of $15.5 million as of December 31, 2000. As of December 31,
1999, the investment securities portfolio had a net unrealized loss of $51.4
million. In accordance with Statement of Financial Accounting Standards (SFAS)
No. 115, shareholders' equity included a net unrealized gain of $7.2 million and
a net unrealized loss of $29.0 million recorded on the available for sale
portfolio as of December 31, 2000 and 1999, respectively.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-33

Financial Review [LOGO]

During 2000, the average balance of investment securities increased to
$2.07 billion, compared to $1.97 billion in 1999. Synovus earned a
taxable-equivalent rate of 6.37% and 6.24% for 2000 and 1999, respectively, on
its investment securities portfolio. As of December 31, 2000 and 1999, average
investment securities represented 17.1% and 19.3%, respectively, of average
interest earning assets.

Table 7 presents the carrying value of investment securities held to
maturity and investment securities available for sale at December 31, 2000,
1999, and 1998.

TABLE 7
INVESTMENT SECURITIES
(In thousands)

DECEMBER 31,
------------------------------------
2000 1999 1998
------------------------------------

Investment Securities Held to Maturity:
U.S. Treasury and U.S. Government agencies .......... $ 11,717 24,914 51,996
Mortgage-backed securities .......................... 38,592 53,698 77,899
State and municipal ................................. 183,744 169,745 153,924
Other investments ................................... 36,836 28,922 21,814
---------- --------- ---------
Total investment securities held to maturity ..... $ 270,889 277,279 305,633
========== ========= =========
Investment Securities Available for Sale:
U.S. Treasury and U.S. Government agencies .......... $1,314,293 1,287,953 1,205,261
Mortgage-backed securities .......................... 436,807 392,780 329,336
State and municipal ................................. 35,276 15,126 13,807
Other investments ................................... 20,663 20,819 23,436
---------- --------- ---------
Total investment securities available for sale ... $1,807,039 1,716,678 1,571,840
========== ========= =========
Total Investment Securities:
U.S. Treasury and U.S. Government agencies .......... $1,326,010 1,312,867 1,257,257
Mortgage-backed securities .......................... 475,399 446,478 407,235
State and municipal ................................. 219,020 184,871 167,731
Other investments ................................... 57,499 49,741 45,250
---------- --------- ---------
Total investment securities ...................... $2,077,928 1,993,957 1,877,473
========== ========= =========

LOANS

Since lending activities are a significant source of revenue, our main
objective is to adhere to sound lending practices. When analyzing prospective
loans, management assesses both interest rate objectives and credit quality
objectives in determining whether to extend a given loan and the appropriate
pricing for that loan. Operating under a decentralized structure, management
emphasizes lending in the local markets we serve. Synovus strives towards
maintaining a diversified loan portfolio to spread risk and reduce exposure to
economic downturns that may occur in different segments of the economy,
geographic locations, or in particular industries. Table 8 illustrates that a
significant portion of the loan portfolio is in the real estate sector.
However, as discussed further herein, these loans are diversified by
geography, industry and loan type. The loan policy discourages loans to highly
speculative real estate developments, highly leveraged transactions, and other
industries known for excessive risk.

In 2000, Synovus experienced exceptionally strong loan growth. At
year-end 2000, loans were $10.8 billion, up 18.6% over 1999. Average net loans
increased 21.4% or $1.8 billion compared to 1999, representing 81.8% of average
earning assets and 74.1% of average total assets. The company experienced growth
in the existing portfolio and market share gains through successful business
development and additional products and services offered to the current customer
base. The mix of loan products being offered focuses on meeting customer needs.
As a result of this emphasis, loans have continued to grow throughout subsidiary
markets.

The loan portfolio spreads across four southeastern states with diverse
economies. Geographically, the largest portion of the loan portfolio is
originated by Georgia affiliate banks, representing 60% of the consolidated
portfolio. The Alabama affiliate banks represent 19%, followed by South Carolina
with 14% and Northwest Florida with 7%. The growth by geographic market during
2000 was as follows: Georgia 20%; South Carolina 14%; Alabama 15%; and Northwest
Florida 22%. Specifically, the larger urban or metropolitan markets contributed
to the majority of loan growth: $357 million in North Atlanta, GA; $336 million
in Columbus, GA; $130 million in Birmingham, AL; $63 million in Columbia, SC;
$60 million in Charleston, SC; $53 million in Peachtree City, GA; $52 million in
Brunswick, GA; $51 million in Carrollton, GA; and $49 million in Athens, GA.

Table 8 shows the composition of the loan portfolio at the end of the
past five years.

F-34 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

Financial Review [LOGO]

TABLE 8
LOANS BY TYPE
(Dollars in thousands)

DECEMBER 31,
--------------------- ------------------- -------------------
2000 1999 1998
--------------------- ------------------- -------------------
AMOUNT %(*) AMOUNT %(*) AMOUNT %(*)
------------ ------ ---------- ------ ---------- ------

Commercial:
Commercial, financial, and agricultural ... $ 3,940,870 36.6% 3,195,512 35.2 2,701,562 35.5
Real estate-construction .................. 2,217,666 20.6 1,609,594 17.7 1,164,443 15.3
Real estate-mortgage ...................... 2,336,234 21.7 1,983,766 21.9 1,540,459 20.2
----------- ----- --------- ------ --------- -----
Total commercial ....................... 8,494,770 78.9 6,788,872 74.8 5,406,464 71.0
----------- ----- --------- ------ --------- -----
Retail:
Real estate-mortgage ...................... 1,184,437 11.0 1,089,217 12.0 1,058,172 13.9
Consumer loans-credit card ................ 233,137 2.2 237,546 2.6 257,721 3.4
Consumer loans-other ...................... 855,933 7.9 961,881 10.6 889,785 11.7
----------- ----- --------- ------ --------- -----
Total retail ........................... 2,273,507 21.1 2,288,644 25.2 2,205,678 29.0
----------- ----- --------- ------ --------- -----
Total loans ............................ 10,768,277 100.0 9,077,516 100.00 7,612,142 100.0
===== ====== =====
Unearned income ........................... (16,390) (9,277) (8,537)
----------- --------- ---------
Total loans, net of unearned income .... $10,751,887 9,068,239 7,603,605
=========== ========= =========

DECEMBER 31,
------------------------------------------
1997 1996
------------------ -------------------
AMOUNT %(*) AMOUNT %(*)
---------- ----- ---------- ------

Commercial:
Commercial, financial, and agricultural ... 2,372,778 35.1 2,128,014 34.3
Real estate-construction .................. 875,136 13.0 765,192 12.3
Real estate-mortgage ...................... 1,333,561 19.7 1,255,223 20.3
--------- ----- --------- -----
Total commercial ....................... 4,581,475 67.8 4,148,429 66.9
--------- ----- --------- -----
Retail:
Real estate-mortgage ...................... 1,039,420 15.4 977,432 15.8
Consumer loans-credit card ................ 306,360 4.5 290,470 4.7
Consumer loans-other ...................... 830,611 12.3 782,786 12.6
--------- ----- --------- -----
Total retail ........................... 2,176,391 32.2 2,050,688 33.1
--------- ----- --------- -----
Total loans ............................ 6,757,866 100.0 6,199,117 100.0
===== =====
Unearned income ........................... (5,712) (10,235)
--------- ---------
Total loans, net of unearned income .... 6,752,154 6,188,882
========= =========

(*)Loan balance in each category, expressed as a percentage of total loans.

The commercial loan portfolio includes commercial, financial, and
agricultural loans as well as real estate loans. These loans are granted
primarily on the borrower's general credit standing and on the strength of the
borrower's ability to generate repayment cash flows from income sources. Real
estate construction and mortgage loans represent extensions of credit used as
interim or permanent financing of real estate properties that are secured by
commercial real estate as well as 1-4 family residences.

As of December 31, 2000, the commercial loan portfolio comprised 79% of
total loans, compared to 75% and 71% in 1999 and 1998, respectively. During
2000, commercial, financial, and agricultural loans grew by 23%, real estate
construction grew by 38%, and real estate mortgage grew by 18%. This growth was
primarily centered in the company's larger metropolitan markets, which are
benefiting from a strong and growing economy. It is important to note that since
these markets continue to experience strong economic growth, especially with
respect to real estate, Synovus conducts ongoing reviews to monitor rapid
increases in real estate property values or any significant overbuilding in
these markets. Another consideration is the diversification of the types of
underlying real estate. For example, real estate construction loans are spread
primarily between multi-family, retail, and residential real estate.

Retail loans consist of residential mortgages, equity lines, credit
card loans, installment loans and other credit line loans. Retail lending
decisions are made based upon the cash flow or earning power of the borrower
that represents the primary source of repayment. However, in many lending
transactions collateral is taken to provide an additional measure of security.
Transactions secured by collateral result in a secondary source of repayment in
that the collateral may be liquidated. Synovus determines the need for
collateral on a case-by-case basis. Factors considered include the purpose of
the loan, current and prospective credit-worthiness of the customer, terms of
the loan, and economic conditions.

As of December 31, 2000, the retail loan portfolio comprised 21% of
total loans, compared to 25% and 29% in 1999 and 1998, respectively. Real estate
mortgage loans increased 9%, consumer credit card loans decreased 2%, and other
consumer loans decreased 11%. Although the composition of retail loans to total
loans has decreased over the past few years, management believes this trend is
normal in light of prospects of an economic slowdown.

Table 9 shows the maturity of selected loan categories as of December
31, 2000. Also provided are the amounts due after one year, classified according
to the sensitivity in interest rates.

TABLE 9
LOAN MATURITY AND INTEREST RATE SENSITIVITY
(In thousands)

DECEMBER 31, 2000
-------------------------------------------------
ONE OVER ONE YEAR OVER
YEAR THROUGH FIVE FIVE
OR LESS YEARS YEARS TOTAL
---------- ------------- -------- ---------

Selected loan categories:
Commercial, financial, and agricultural ... $2,854,741 963,440 122,689 3,940,870
Real estate-construction .................. 1,543,149 570,197 104,321 2,217,666
---------- --------- ------- ----------
Total .................................. $4,397,890 1,533,637 227,010 6,158,536
========== ========= ======= ==========
Loans due after one year:
Having predetermined interest rates .................................................. $1,498,178
Having floating interest rates ....................................................... 262,468
----------
Total ............................................................................. $1,760,646
==========

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-35

Financial Review [LOGO]

Actual repayments of loans may differ from the contractual maturities
reflected in Table 9 because borrowers have the right to prepay obligations with
and without prepayment penalties. Additionally, the refinancing of such loans or
the potential delinquency of such loans could also create differences between
the contractual maturities and the actual repayment of such loans.

PROVISION AND ALLOWANCE FOR LOAN LOSSES

Despite credit standards, internal controls, and continuous loan review
process, the inherent risk in the lending process results in periodic
charge-offs. The provision for loan losses is the charge to operating earnings
necessary to maintain an adequate allowance for loan losses. Through the
provision for loan losses, Synovus maintains an allowance for loan losses that
management believes is adequate to absorb losses within the loan portfolio.
However, future additions to the allowance may be necessary based on changes in
economic conditions. In addition, various regulatory agencies, as an integral
part of their examination procedures, periodically review the subsidiary banks'
allowance for loan losses. Based on their judgments about information available
to them at the time of their examination, such agencies may require the
subsidiary banks to recognize additions to their allowance for loan losses.

To determine the adequacy of the allowance for loan losses and the need
for potential charges to the allowance, a formal analysis is completed quarterly
to assess the risk within the loan portfolio. This assessment, conducted by
lending officers and each bank's loan administration department as well as an
independent holding company loan administration department, includes analyses of
historical performance, past due trends, the level of nonperforming loans,
reviews of certain problem loans, loan activity since the last quarter,
consideration of current economic conditions, and other pertinent information.
Each one of the loans is assigned a rating, either individually or as part of a
homogeneous pool, based on an internally developed grading system. An
organizationally independent department also reviews grade assignments on an
ongoing basis. The resulting conclusions are reviewed and approved by senior
management. During 2000, Synovus made changes to its loan grading system which
resulted in greater stratification of risks within the portfolio. The new
grading system has not resulted in a significant change in the overall amounts
of the allowance although it has resulted in some changes in the allocation by
loan type.

The allowance for loan losses consists of two main components: the
allocated and unallocated allowances. Both components of the allowance are
available to cover inherent losses in the portfolio. The allocated component of
the allowance is determined by type of loan within the commercial and retail
portfolios. Generally, the allocated allowance for commercial loans is based on
the application of loss factors to the components of the portfolio based on the
assigned loan grades. The allocated allowance for retail loans is generally
determined on pools of homogeneous loan categories. Loss factors applied to
these pools are based on average historical losses for the past two years,
current delinquency trends, and other factors. The unallocated component of the
allowance is established for loss estimates that may exist in the remainder of
the portfolio, but have yet to be identified. This also compensates for the
uncertainty in estimating loan losses. The unallocated component of the
allowance is based upon management's evaluation of various conditions, the
effects of which are not directly considered in the allocated allowance. These
include credit concentrations, recent levels and trends in delinquencies and
non-accruals, new credit products, changes in lending policies and procedures,
changes in personnel, and regional and local economic conditions.

Considering current information and events regarding the borrowers'
ability to repay their obligations, management considers a loan to be impaired
when the ultimate collectibility of all amounts due, according to the
contractual terms of the loan agreement, is in doubt. When a loan becomes
impaired, management calculates the impairment based on the present value of
expected future cash flows discounted at the loan's effective interest rate. If
the loan is collateral dependent, the fair value of the collateral is used to
measure the amount of impairment. The amount of impairment and any subsequent
changes are recorded, through a charge to earnings, as an adjustment to the
allowance for loan losses. When management considers a loan, or a portion
thereof, as uncollectible, it is charged against the allowance for loan losses.

Reflecting the emphasis on high credit quality and credit management,
the ratio of nonperforming loans to total loans at December 31, 2000 is .39%,
compared to a twenty-year low of .31% at December 31, 1999. The allowance for
loan losses was 1.38% of loans, which provides coverage of 355% of nonperforming
loans at December 31, 2000, compared to 457% at year-end 1999.

The provision for loan losses during the year was $44.3 million, up
30.4% from $34.0 million in 1999. This resulted in a provision to net
charge-offs coverage of 1.85 times net charge-offs compared to a coverage of
1.45 times in 1999. The increase in the provision expense for the year was
primarily due to the very strong loan growth that was experienced in 2000. Net
charge-offs were $24.0 million in 2000, compared to $23.5 million in 1999. As a
percentage of average net loans, the net charge-off ratio was .24% in 2000, down
from .29% in 1999.

A summary by loan category of loans charged off, recoveries of loans
previously charged off, and additions to the allowance through provision expense
is presented in Table 10.

An allocation of the allowance for loan losses has been made according
to the respective amounts deemed necessary to provide for the possibility of
incurred losses within the various loan categories. Although other relevant
factors are considered, the allocation is primarily based on previous charge-off
experience adjusted for risk characteristic changes among each category.
Additional allowance amounts are allocated by evaluating the loss potential of
individual loans that management has considered impaired. The allocation of the
allowance for loan losses is based on historical data, subjective judgment, and
estimates, and therefore is not necessarily indicative of the specific amounts
or loan categories in which charge-offs may ultimately occur. Refer to Table 11
for a five year comparison of the allocation of the allowance for loan losses.
The allowance for loan losses allocated to the commercial real estate-
construction, commercial real estate-mortgage, and consumer loans-other
portfolios changed significantly when compared to the amounts allocated in 1999.
This change was due in large part to the change in portfolio mix, with
commercial real estate, specifically construction loans, representing a more
significant component of the portfolio. Additionally, the new grading system and
current credit quality indicators have also impacted the allocation in the
current year.

The unallocated component of the allowance for loan losses decreased
from .30% to .28% of total loans at December 31, 1999 and 2000, respectively.
Management believes that this level of unallocated allowance is adequate to
provide for probable losses that are inherent in the loan portfolio and that
have not been fully provided through the allocated reserves. Factors considered
in determining the adequacy of the unallocated reserve included the robust loan
growth in our larger urban markets, the level of real estate loans most of which
are collateralized by properties in the Southeastern United States, as well as
the aggregate credit risk profile in the loan portfolio. These factors are
tempered by the increased allocation to the commercial portfolio provided by the
new loan grading system as well as the seasoning of certain loan portfolios
acquired through recent acquisitions.

F-36 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

Financial Review [LOGO]

TABLE 10
ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)

DECEMBER 31,
----------------------------------------------------
2000 1999 1998 1997 1996
----------------------------------------------------

Allowance for loan losses at beginning of year ................ $127,558 114,109 105,705 97,455 83,927
Allowance for loan losses of acquired subsidiaries ............ -- 2,928 6,170 -- 188
Loans charged off:
Commercial:
Commercial, financial, and agricultural ................. 11,825 9,457 7,559 7,424 8,245
Real estate-construction ................................ 482 538 249 412 217
Real estate-mortgage .................................... 1,336 1,099 2,209 2,417 2,456
-------- ------- ------- ------- ------
Total commercial ..................................... 13,643 11,094 10,017 10,253 10,918
-------- ------- ------- ------- ------
Retail:
Real estate-mortgage .................................... 2,052 1,598 1,347 1,750 1,032
Consumer loans-credit card .............................. 9,961 11,592 13,939 14,308 7,798
Consumer loans-other .................................... 6,504 6,159 5,838 6,001 6,011
-------- ------- ------- ------- ------
Total retail ......................................... 18,517 19,349 21,124 22,059 14,841
-------- ------- ------- ------- ------
Total loans charged off .............................. 32,160 30,443 31,141 32,312 25,759
-------- ------- ------- ------- ------
Recoveries on loans previously charged off:
Commercial:
Commercial, financial, and agricultural ................. 2,990 2,594 2,360 3,499 1,844
Real estate-construction ................................ 258 45 253 99 173
Real estate-mortgage .................................... 357 363 336 1,229 1,329
-------- ------- ------- ------- ------
Total commercial ..................................... 3,605 3,002 2,949 4,827 3,346
-------- ------- ------- ------- ------
Retail:
Real estate-mortgage .................................... 945 295 202 197 352
Consumer loans-credit card .............................. 895 1,359 1,392 737 776
Consumer loans-other .................................... 2,683 2,301 1,950 2,316 2,214
-------- ------- ------- ------- ------
Total retail ......................................... 4,523 3,955 3,544 3,250 3,342
-------- ------- ------- ------- ------
Total loans recovered ................................ 8,128 6,957 6,493 8,077 6,688
-------- ------- ------- ------- ------
Net loans charged off ......................................... 24,032 23,486 24,648 24,235 19,071
-------- ------- ------- ------- ------
Provision expense ............................................. 44,341 34,007 26,882 32,485 32,411
-------- ------- ------- ------- ------
Allowance for loan losses at end of year ...................... $147,867 127,558 114,109 105,705 97,455
======== ======= ======= ======= ======
Allowance for loan losses to loans, net of unearned income .... 1.38% 1.41 1.50 1.57 1.57
======== ======= ======= ======= ======
Ratio of net loans charged off to average loans
outstanding, net of unearned income .......................... 0.24% 0.29 0.35 0.37 0.32
======== ======= ======= ======= ======

TABLE 11
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)

DECEMBER 31,
--------------------------------------------------------------------
2000 1999 1998
--------------------- ------------------- -------------------
ALLOWANCE %(*) ALLOWANCE %(*) ALLOWANCE %(*)
---------- ------ --------- ------ --------- ------

Commercial:
Commercial, financial, and agricultural $ 58,034 36.6% 54,011 35.2 45,431 35.5
Real estate-construction 13,410 20.6 3,380 17.7 1,822 15.3
Real estate-mortgage 18,488 21.7 9,324 21.9 6,381 20.2
-------- ---- ------ ---- ------ -----
Total commercial 89,932 78.9 66,715 74.8 53,634 71.0
-------- ---- ------ ---- ------ -----
Retail:
Real estate-mortgage 2,160 11.0 1,634 12.0 1,582 13.9
Consumer loans-credit card 11,320 2.2 11,877 2.6 12,950 3.4
Consumer loans-other 14,613 7.9 20,200 10.6 18,555 11.7
-------- ---- ------ ---- ------ -----
Total retail 28,093 21.1 33,711 25.2 33,087 29.0
-------- ---- ------ ---- ------ -----
Unallocated 29,842 -- 27,132 -- 27,388 --
-------- ---- ------ ---- ------ -----
Total allowance for loan losses $147,867 100.0% 127,558 100.0 114,109 100.0
======== ====== ======= ===== ======= ======

DECEMBER 31,
-----------------------------------------
1997 1996
------------------ ------------------
ALLOWANCE %(*) ALLOWANCE %(*)
--------- ----- --------- -----

Commercial:
Commercial, financial, and agricultural 43,003 35.1 39,570 34.3
Real estate-construction 2,166 13.0 1,791 12.3
Real estate-mortgage 5,562 19.7 5,110 20.3
------- ----- ------ ----
Total commercial 50,731 67.8 46,471 66.9
------- ----- ------ ----
Retail:
Real estate-mortgage 632 15.4 581 15.8
Consumer loans-credit card 14,646 4.5 11,619 4.7
Consumer loans-other 17,498 12.3 15,216 12.6
------- ----- ------ ----
Total retail 32,776 32.2 27,416 33.1
------- ----- ------ ----
Unallocated 22,198 -- 23,568 --
------- ----- ------ ----
Total allowance for loan losses 105,705 100.0 97,455 100.0
======= ===== ====== =====

(*) Loan balance in each category expressed as a percentage of total loans.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-37

FINANCIAL REVIEW [LOGO]

NONPERFORMING ASSETS AND PAST DUE LOANS

Nonperforming assets consist of loans classified as nonaccrual or
restructured, and real estate acquired through foreclosure. Nonaccrual loans
consist of those loans on which recognition of interest income has been
discontinued. Loans may be restructured as to rate, maturity, or other terms as
determined on an individual credit basis. Demand and time loans, whether secured
or unsecured, are generally placed on nonaccrual status when principal and/or
interest is 90 days or more past due, or earlier if it is known or expected that
the collection of all principal and/or interest is unlikely. Loans past due 90
days or more, which based on a determination of collectibility are accruing
interest, are classified as past due loans. Nonaccrual loans are reduced by the
direct application of interest and principal payments to loan principal, for
accounting purposes only. In all circumstances, the determination of when to
place loans on nonaccrual status is also based on evaluation of the individual
characteristics of each particular loan, which may result in policy deviations
in some circumstances. Table 12 presents the amount of interest income that
would have been recorded on nonaccrual loans if those loans had been current and
performing in accordance with their original terms.

Nonperforming assets increased $21.0 million to $55.6 million with the
corresponding nonperforming asset ratio increasing to .52% as of December 31,
2000 compared to a historical low of .38% as of year-end 1999. The increase in
nonperforming loans is primarily related to three large commercial credits and
management does not see a systemic problem in a particular segment of the
portfolio or any particular bank.

As a percentage of total loans outstanding, loans 90 days past due and
still accruing interest increased from prior year levels to .31% at December 31,
2000, compared to .19% at year-end 1999. While past due loans have increased
over the historical lows of 1999, they are more in line with the 1996 to 1998
averages, which ranged from .26% to .32% of loans outstanding. These loans are
in the process of collection, and management believes that sufficient collateral
value securing these loans exists to cover contractual interest and principal
payments on the loans. Management further believes the resolution of these
delinquencies will not cause a material increase in nonperforming assets.

Management continuously monitors nonperforming, impaired, and past due
loans, to prevent further deterioration regarding the condition of these loans.
Management is not aware of any material loans classified for regulatory purposes
as loss, doubtful, substandard, or special mention that have been excluded from
nonperforming assets or impaired loans. Impaired loans at December 31, 2000 and
1999 are $46.8 million and $29.6 million, respectively. Management further
believes nonperforming assets and impaired loans include any material loans in
which doubts exist as to the collectibility of amounts due according to the
contractual terms of the loan agreement.

TABLE 12
NONPERFORMING ASSETS AND PAST DUE LOANS

(Dollars in thousands) DECEMBER 31,
--------------------------------------------------------
2000 1999 1998 1997 1996
------- ------ ------ ------ ------

Nonaccrual loans ................................................ $40,863 26,672 20,756 18,304 24,717
Restructured loans .............................................. 846 1,252 452 563 1,625
------- ------ ------ ------ ------
Nonperforming loans .......................................... 41,709 27,924 21,208 18,867 26,342
Loans 90 days past due and still accruing ....................... 33,587 16,878 24,640 20,963 15,952
------- ------ ------ ------ ------
Total ..................................................... $75,296 44,802 45,848 39,830 42,294
======= ====== ====== ====== ======
Nonperforming assets:
Nonperforming loans (a) ...................................... $41,709 27,924 21,208 18,867 26,342
Other real estate ............................................ 13,898 6,718 9,536 10,545 10,893
------- ------ ------ ------ ------
Total ..................................................... $55,607 34,642 30,744 29,412 37,235
======= ====== ====== ====== ======
Nonperforming assets to total loans and other real estate ....... 0.52% 0.38 0.40 0.43 0.60
======= ====== ====== ====== ======
Allowance for loan losses to nonperforming loans ................ 354.52% 456.80 538.05 560.26 369.96
======= ====== ====== ====== ======

Interest income on nonperforming loans that would have been reported
for the years ended December 31, 2000, 1999, and 1998 is summarized as follows:

2000 1999 1998
------ ----- -----

Interest at contractual rates (b) ......................................... $3,586 3,177 2,929
Less interest recorded as income .......................................... 1,329 569 1,031
------ ----- -----
Reduction of interest income ........................................... $2,257 2,608 1,898
====== ===== =====

(a) Nonperforming assets exclude loans 90 days past due and still accruing
interest.
(b) Interest income that would have been recorded if the loans had been current
and performing in accordance with their original terms.

F-38 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

FINANCIAL REVIEW [LOGO]

TABLE 13
AVERAGE DEPOSITS

(Dollars in thousands)

DECEMBER 31,
---------------------------------------------------------------------------
2000 %(*) 1999 %(*) 1998 %(*)
------------ ----- --------- ----- --------- -----

Non-interest bearing demand deposits ...... $ 1,562,096 15.6 1,450,547 16.0 1,324,257 16.3
Interest bearing demand deposits .......... 1,423,625 14.2 1,355,301 15.0 1,202,108 14.8
Money market accounts ..................... 1,910,172 19.0 1,796,114 19.9 1,452,386 17.8
Savings deposits .......................... 436,305 4.3 466,879 5.2 453,487 5.6
Time deposits under $100,000 .............. 2,492,611 24.9 2,436,688 27.0 2,387,392 29.3
Time deposits $100,000 and over ........... 2,203,775 22.0 1,527,174 16.9 1,322,920 16.2
------------ ----- --------- ----- --------- -----
Total average deposits ................. $ 10,028,584 100.0 9,032,703 100.0 8,142,550 100.0
============ ===== ========= ===== ========= =====

(*) Average deposits balance in each category expressed as percentage
of total average deposits.

DEPOSITS

Deposits provide the most significant funding source for interest
earning assets. Table 13 shows the relative composition of average deposits for
2000, 1999, and 1998. Refer to Table 14 for the maturity distribution of time
deposits of $100,000 or more. These larger deposits represented 22.9% and 18.9%
of total deposits at December 31, 2000 and 1999, respectively. Large
denomination time deposits are generally from customers within the local market
areas of subsidiary banks, and, therefore, provide a greater degree of stability
than is typically associated with this source of funds. However, in 2000,
approximately half of the increase in time deposits over $100,000 was due to
national market brokered deposits. Synovus expects to further the utilization of
this funding source while continuing to maintain and grow its local market large
denomination time deposit base. Time deposits over $100,000 at December 31,
2000, 1999, and 1998, were $2.6 billion, $1.8 billion, and $1.3 billion,
respectively. Interest expense for the years ended December 31, 2000, 1999, and
1998, on these large denomination deposits was $138.1 million, $82.7 million,
and $76.3 million, respectively.

During 2000, average deposits increased $995.9 million or 11.0%, to
$10.0 billion from $9.0 billion in 1999. Average interest bearing deposits for
2000, which include interest bearing demand deposits, money market accounts,
savings deposits, and time deposits, increased $884.3 million or 11.7% from
1999. Average non-interest bearing demand deposits increased $111.5 million or
7.7% during 2000. Average interest bearing deposits increased $763.9 million or
11.2% from 1998 to 1999, while average non-interest bearing demand deposits
increased $126.3 million or 9.5%. See Table 3 for further information on average
deposits, including the average rates paid in 2000, 1999, and 1998.

TABLE 14
MATURITY DISTRIBUTION OF TIME DEPOSITS OF $100,000 OR MORE

(In thousands)

DECEMBER 31, 2000
-----------------

3 months or less ........................................... $ 838,419
Over 3 months through 6 months ............................. 499,215
Over 6 months through 12 months ............................ 758,947
Over 12 months ............................................. 457,572
-----------
Total outstanding .......................................... $ 2,554,153
===========

INTEREST RATE RISK MANAGEMENT

Managing interest rate risk is a primary goal of the asset/liability
management function. Synovus attempts to achieve consistent growth in net
interest income while limiting volatility arising from changes in interest
rates. Synovus seeks to accomplish this goal by balancing the maturity and
repricing characteristics of balance sheet assets and liabilities along with the
selective use of off-balance sheet financial instruments.

Simulation modeling is the primary tool used by Synovus to measure its
interest rate sensitivity. On at least a quarterly basis, the following
twenty-four month time period is simulated to determine a baseline net interest
income forecast and the sensitivity of this forecast to changes in interest
rates. These simulations include all of the company's earning assets,
liabilities and off-balance sheet instruments. Forecasted balance sheet changes,
primarily reflecting loan and deposit growth forecasts, are included in the
periods modeled. The magnitude and velocity of rate changes among the various
asset and liability groups exhibit different characteristics for each possible
interest rate scenario. Simulation modeling enables Synovus to capture the
effect of these differences. Simulation also enables Synovus to capture the
effect of expected prepayment level changes on selected assets subject to
prepayment.

Synovus maintains policies designed to limit the maximum acceptable
negative impact on net interest income over twelve and twenty-four month time
horizons from a gradual change in interest rates of up and down 200 basis
points. These policies specify the maximum allowable negative change in net
interest income in the rising and declining rate scenarios from the stable rate
scenarios. The current policy limits this change to 5% of projected net interest
income for the twelve-month time horizon and 7% for the twenty-four month time
horizon. As of December 31, 2000, Synovus was well within its policy guidelines.
Simulations indicate that for 2001 Synovus is positioned such that its net
interest income would increase by approximately 2.5% in a rising rate
environment and decrease by approximately 1.4% in a declining rate environment.
The exact change in net interest income would also depend on the specific
changes in asset and liability volumes and mix experienced over these time
horizons. Market conditions and their resulting impact on loan and deposit
pricing are also a primary determinant of the realized net interest income.

Synovus also utilizes simulation modeling to evaluate the longer-term
interest rate risk position of the company. Synovus measures this position by
simulating the market value of equity in changing rate environments. The model
estimates the impact of an

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-39

FINANCIAL REVIEW [LOGO]

immediate 200 basis point rate shock on the present value of the future cash
flows of all assets, liabilities, and off-balance sheet instruments. Synovus
maintains a policy guideline limiting the maximum allowable change in the market
value of equity in both rising and declining rate shocks. This policy limits the
maximum allowable change to an amount equal to one percent of on-balance sheet
assets. Synovus was within this guideline at year-end.

Another tool utilized by management is cumulative gap analysis, which
seeks to measure the repricing differentials, or gap, between rate sensitive
assets and liabilities over various time periods. Table 15 reflects the gap
positions of the consolidated balance sheets at December 31, 2000 and 1999, at
various repricing intervals. The projected deposit repricing volumes reflect
adjustments based on management's assumptions of the expected rate sensitivity
relative to the prime rate for core deposits without contractual maturity (i.e.,
interest bearing checking, savings, and money market accounts). Management
believes that these adjustments allow for a more accurate profile of the
interest rate risk position. The projected investment securities repricing
reflects expected prepayments on mortgage-backed securities and expected cash
flows on securities subject to accelerated redemption options. These assumptions
are made based on the interest rate environment as of each balance sheet date,
and are subject to change as the general level of interest rates change.
Management would anticipate a modest lengthening of average investment
maturities in a rising rate environment and a slightly more significant
shortening in a declining rate environment. While these potential changes are
not depicted in the static gap analysis, simulation modeling allows for the
proper analysis of these and other relevant potential changes. This gap analysis
indicates that Synovus has a cumulative one-year gap of minus 6.7% as of
December 31, 2000. While the gap measurement would indicate a liability
sensitive position, the more comprehensive evaluation of repricing velocity and
volumes available in simulation modeling indicates a more balanced position.
Management believes that adjusted gap analysis is a useful tool for measuring
interest rate risk only when used in conjunction with its simulation model.

TABLE 15
INTEREST RATE SENSITIVITY

(Dollars in millions) DECEMBER 31, 2000
------------------------------------------------
0-3 4-12 1-5 Over 5
Months Months Years Years
--------- ------- ------- -------

Investment securities (*) ............................................ $ 131.3 199.0 960.6 775.8
Loans and mortgage loans held for sale, net of unearned income ....... 5,162.3 1,581.8 3,552.5 563.5
Other ................................................................ 378.0 -- -- 1.8
--------- ------- ------- -------
Interest sensitive assets ......................................... 5,671.6 1,780.8 4,513.1 1,341.1
--------- ------- ------- -------

Deposits ............................................................. 3,072.5 3,373.0 2,448.0 541.4
Other borrowings ..................................................... 1,527.9 1.7 301.9 49.3
--------- ------- ------- -------
Interest sensitive liabilities .................................... 4,600.4 3,374.7 2,749.9 590.7
--------- ------- ------- -------
Interest rate swaps ............................................... (500.0) 135.0 365.0 --
========= ======== ======= =======

Interest sensitivity gap ....................................... $ 571.2 (1,458.9) 2,128.2 750.4
========= ======== ======= =======

Cumulative interest sensitivity gap ............................ $ 571.2 (887.7) 1,240.5 1,990.9
========= ======== ======= =======

Cumulative interest sensitivity gap as a percentage
of total interest sensitive assets ........................... 4.3% (6.7) 9.3 14.6
========= ======== ======= =======

DECEMBER 31, 1999
------------------------------------------------
0-3 4-12 1-5 Over 5
Months Months Years Years
--------- ------- ------- -------

Investment securities (*) ............................................ $ 123.7 192.3 1,186.9 538.7
Loans and mortgage loans held for sale, net of unearned income ....... 4,339.4 1,208.8 3,026.0 577.2
Other ................................................................ 93.8 0.2 -- --
--------- ------- ------- -------
Interest sensitive assets ......................................... 4,556.9 1,401.3 4,212.9 1,115.9
--------- ------- ------- -------

Deposits ............................................................. 2,575.6 2,725.3 2,022.7 491.2
Other borrowings ..................................................... 1,420.9 8.4 97.7 52.8
--------- ------- ------- -------
Interest sensitive liabilities .................................... 3,996.5 2,733.7 2,120.4 544.0
--------- ------- ------- -------
Interest rate swaps ............................................... (550.0) 20.0 530.0 --
--------- ------- ------- -------
Interest sensitivity gap ....................................... $ 10.4 (1,312.4) 2,622.5 571.9
========= ======== ======= =======
Cumulative interest sensitivity gap ............................ $ 10.4 (1,302.0) 1,320.5 1,892.4
========= ======== ======= =======
Cumulative interest sensitivity gap as a percentage
of total interest sensitive assets ........................... 0.1% (11.5) 11.7 16.8
========= ======== ======= =======

(*) Excludes the effect of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", consisting of net
unrealized gains of $9.9 million and net unrealized losses of
$47.6 million at December 31, 2000 and 1999, respectively.

F-40 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

FINANCIAL REVIEW [LOGO]

TABLE 16
MATURITIES OF INVESTMENT SECURITIES AND AVERAGE YIELDS

(AMOUNTS IN THOUSANDS) DECEMBER 31, 2000
------------------------------------------------
INVESTMENT SECURITIES INVESTMENT SECURITIES
HELD TO MATURITY AVAILABLE FOR SALE
----------------------- ---------------------
AMORTIZED AVERAGE ESTIMATED AVERAGE
COST YIELD FAIR VALUE YIELD
---------- -------- ------------ --------

U.S. Treasury and U.S. Government agencies:
Within 1 year ..................................................... $ 8,019 6.32% $ 132,813 6.23%
1 to 5 years ...................................................... 3,698 6.07 892,548 6.05
5 to 10 years ..................................................... -- -- 283,439 6.91
More than 10 years ................................................ -- -- 5,493 7.76
---------- -----------
Total .......................................................... 11,717 6.24 1,314,293 6.26
---------- -----------

State and municipal:
Within 1 year ..................................................... 7,624 8.07 11,912 8.02
1 to 5 years ...................................................... 41,355 7.43 4,158 7.29
5 to 10 years ..................................................... 83,587 7.64 7,755 7.02
More than 10 years ................................................ 51,178 8.22 11,451 7.02
---------- -----------
Total .......................................................... 183,744 7.77 35,276 7.39
---------- -----------

Other investments:
Within 1 year ..................................................... 2,637 7.57 3,473 3.87
1 to 5 years ...................................................... 2,540 7.70 2,281 6.41
5 to 10 years ..................................................... 600 6.95 300 --
More than 10 years ................................................ 31,059 6.44 14,609 1.93
---------- -----------
Total .......................................................... 36,836 6.62 20,663 2.78
---------- -----------

Mortgage-backed securities ........................................... 38,592 6.88 436,807 6.57
---------- -----------

Total investment securities:
Within 1 year ..................................................... 18,280 7.23 148,198 6.32
1 to 5 years ...................................................... 47,593 7.34 898,987 6.06
5 to 10 years ..................................................... 84,187 7.63 291,494 6.91
More than 10 years ................................................ 82,237 7.55 31,553 4.79
Mortgage backed securities ........................................ 38,592 6.88 436,807 6.57
---------- -----------
Total .......................................................... $ 270,889 7.42% $ 1,807,039 6.32%
========== ===========

The calculation of weighted average yields for securities is based on the
amortized cost and effective yields of each security. The yield on state and
municipal securities is computed on a taxable-equivalent basis using the
statutory federal income tax rate of 35%. Maturity information is presented
based upon contractual maturity. Actual maturities may differ from contractual
maturities because issuers may have the right to call or prepay obligations with
or without call or prepayment penalties.

OFF-BALANCE SHEET DERIVATIVES FOR INTEREST RATE RISK
MANAGEMENT

As part of the overall interest rate risk management activities,
Synovus utilizes off-balance sheet derivatives to modify the repricing
characteristics of on-balance sheet assets and liabilities. The primary
instruments utilized by Synovus are interest rate swaps where Synovus receives a
fixed rate of interest and pays a floating rate tied to either the prime rate or
LIBOR. These swaps are utilized to convert on-balance sheet floating rate loans
to fixed rate assets and to convert fixed rate liabilities to floating rate
liabilities.

Synovus has also purchased interest rate floors to manage its overall
interest rate risk position. Interest rate floors serve to effectively convert
floating rate loans to fixed rate when the prime rate falls below a
pre-specified level. These instruments are utilized to reduce asset sensitivity
in falling rate environments, but not in rising rate environments.

All off-balance sheet derivatives utilized by Synovus represent
end-user activities designed as hedges, all of which are linked to specific
assets or liabilities as part of overall interest rate risk management
practices. Management feels that the utilization of these instruments provides
greater financial flexibility and is a very efficient tool for managing interest
rate risk.

The notional amount of off-balance sheet derivatives utilized by
Synovus as of December 31, 2000 and 1999, was $520 million and $665 million,
respectively. The notional amounts represent the amount on which calculations of
interest payments to be exchanged are based. Although Synovus is not exposed to
credit risk equal to the notional amounts, there is exposure to potential credit
risks equal to the fair or replacement values of the swaps if the counterparty
fails to perform. This credit risk is normally a very small percentage of the
notional amount and fluctuates as interest rates change. Synovus minimizes this
risk by subjecting the transaction to the same approval process as on-balance
sheet credit activities, by dealing with only highly-rated counterparties, and
by obtaining collateral agreements for exposure above certain predetermined
limits.

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-41

FINANCIAL REVIEW [LOGO]

TABLE 17
OFF-BALANCE SHEET INTEREST RATE CONTRACTS

(Dollars in thousands)

Weighted
Weighted Weighted Weighted Average Net
Notional Average Average Average Maturity Unrealized Unrealized Unrealized
Amount Receive Rate Pay Rate (*) Floor Rate In Months Gains Losses Gains (Losses)
--------- ------------ ------------ ---------- --------- ---------- ---------- --------------

Purchased interest rate floors 20,000 n/a n/a 8.00% 2 -- (6) (6)
--------- ------- ------- -------
Total $ 520,000 23 $ 4,166 (531) 3,635
========= ======= ======= =======
DECEMBER 31, 1999
Receive fixed swaps - LIBOR $ 180,000 5.78% 6.16% n/a 19 $ 181 (2,711) (2,530)
Receive fixed swaps - Prime 420,000 8.82% 8.50% n/a 39 75 (8,047) (7,972)
--------- ------- ------- -------
Total receive fixed swaps 600,000 7.91% 7.80% 33 256 (10,758) (10,502)
--------- ------- ------- -------

Purchased interest rate floors 65,000 n/a n/a 7.90% 9 -- (73) (73)
--------- ------- ------- -------
Total $ 665,000 31 $ 256 (10,831) (10,575)
========= ======= ======= =======

(*) Variable pay rate based upon contract rates in effect at December 31, 2000
and 1999.

Table 17 represents the December 31, 2000 and 1999 status of all
off-balance sheet interest rate contracts. During 2000, there were five
maturities and eight terminations. There were nine maturities and two
terminations in 1999. Off-balance sheet interest rate contracts contributed to a
decrease in net interest income of $2,265,000 and a two basis point decrease in
the net interest margin for 2000. For 1999, interest rate contracts contributed
additional net interest income of $2,487,000 and a two basis point increase to
the net interest margin.

MARKET RISK

Market risk reflects the risk of economic loss resulting from adverse
changes in market prices and interest rates. This risk of loss can be reflected
in either diminished current market values or reduced potential net interest
income in future periods.

Market risk arises primarily from interest rate risk inherent in
lending and deposit taking activities. The structure of the loan and deposit
portfolios is such that a significant decline in the prime rate and other market
rates may adversely impact net market values and interest income. Management
seeks to manage this risk through the utilization of various tools, primarily
investment securities and off-balance sheet derivative financial instruments.
The composition and size of the investment portfolio is managed so as to reduce
the interest rate risk in the deposit and loan portfolios while at the same time
maximizing the yield generated from the portfolio. Off-balance sheet derivatives
are also utilized to reduce the risk in the deposit and loan portfolios. One of
the primary instruments utilized by Synovus is the receive fixed interest rate
swap which allows the company to effectively convert on-balance sheet floating
rate loans to fixed rate assets. Synovus also utilizes receive fixed interest
rate swaps to effectively convert fixed rate liabilities to floating rate
liabilities. Both of these structures allow Synovus to reduce the exposure to
declining interest rates inherent in its combined deposit and loan portfolios.

Table 18 presents in tabular form the contractual balances and the
estimated fair value of on-balance sheet financial instruments and the notional
amount and estimated fair value of off-balance sheet derivative financial
instruments at their expected maturity dates as of December 31, 2000, with
comparative summary balances at December 31, 1999. Investment securities' cash
flows are reflected at their contractual maturity date, except for mortgage-
backed securities' cash flows which are reflected in the period in which they
are expected to prepay taking into consideration historical prepayment
experience. For core deposits without contractual maturity (i.e., interest
bearing checking, savings, and money market accounts), the table presents
principal cash flows based on management's judgment concerning their most likely
runoff or repricing behaviors. Table 18 presents notional amounts and weighted
average interest rates by contractual maturity date for off-balance sheet
derivative financial instruments. Notional amounts represent the amount on which
calculations of interest payments to be exchanged are based. Weighted average
variable rates are based on market rates at the most recent reset date for each
respective swap tied to LIBOR and the December 31, 2000 prime rate for each
respective swap tied to prime. There have been no substantial changes in the
market risk profile from the preceding year and the assumptions are consistent
with prior year assumptions.

LIQUIDITY

Liquidity represents the availability of funding to meet the needs of
depositors, borrowers, and creditors at a reasonable cost, on a timely basis,
and without adverse consequences. The Synovus Asset/Liability Management
Committee actively analyzes and manages the liquidity position in coordination
with similar committees at subsidiary banks. These subsidiaries, with the help
of management, maintain liquidity in the form of cash on deposit, securities
available for sale, and cash derived from prepayments and maturities of both
their investment and loan portfolios. Liquidity is also enhanced by the
acquisition of new deposits and the well established core deposits of 240
banking offices in four states. The subsidiary banks monitor deposit flow and
evaluate alternate pricing structures to retain and grow deposits. Certain
Synovus subsidiary banks maintain correspondent banking relationships with
various national and regional financial organizations. These relationships

F-42 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

FINANCIAL REVIEW [LOGO]

TABLE 18
MARKET RISK INFORMATION

(In thousands)

PRINCIPAL/NOTIONAL AMOUNT MATURING IN: 2001 2002 2003 2004 2005
------------- ------- --------- ------- -------

RATE-SENSITIVE ASSETS:

Fixed interest rate loans $ 2,580,167 980,446 1,033,079 740,074 643,396
Average interest rate 8.84% 8.89% 8.89% 8.41% 8.89%

Variable interest rate loans $ 3,773,275 139,201 123,421 65,991 117,115
Average interest rate 10.01% 9.60% 9.40% 9.23% 9.13%

Fixed interest rate securities $ 170,787 239,856 322,485 276,832 144,874
Average interest rate 6.29% 5.91% 5.84% 6.28% 6.78%

Variable interest rate securities $ 13,796 10,190 7,737 5,977 4,686
Average interest rate 6.63% 6.64% 6.66% 6.69% 6.72%

Equity securities $ -- -- -- -- --
Average interest -- -- -- -- --

Other interest bearing assets $ 377,821 -- -- -- --
Average interest rate 6.68% -- -- -- --

RATE-SENSITIVE LIABILITIES:

Savings and interest bearing checking $ 2,331,859 382,815 382,815 333,326 333,326
Average interest rate 4.37% 3.57% 3.57% 3.34% 3.34%

Fixed interest rate time deposits $ 4,070,389 628,883 171,934 45,926 138,909
Average interest rate 6.29% 6.52% 6.39% 5.80% 6.75%

Variable interest rate time deposits $ 43,816 29,772 18 -- --
Average interest rate 5.85% 6.29% 6.65% -- --

Fixed interest rate borrowings $ 6,700 320 75,000 6,015 220,000
Average interest rate 5.98% 6.42% 6.13% 4.92% 7.27%

Variable interest rate borrowings $ 1,141,474 55,000 218,000 105,000 5,000
Average interest rate 6.57% 6.53% 6.38% 6.03% 6.37%

RATE-SENSITIVE DERIVATIVE FINANCIAL INSTRUMENTS:

Pay variable interest rate swaps - LIBOR $ 60,000 50,000 50,000 -- 20,000
Average pay rate 6.48% 6.45% 6.69% -- 6.62%
Average receive rate 6.42% 7.19% 7.12% -- 7.25%

Pay variable interest rate swaps - Prime $ 75,000 55,000 120,000 70,000 --
Average pay rate 9.50% 9.50% 9.50% 9.50% --
Average receive rate 8.75% 8.42% 8.78% 9.00% --

Purchased interest rate floors - Prime $ 20,000 -- -- -- --
Average strike rate 8.00% -- -- -- --

FAIR FAIR
TOTAL VALUE TOTAL VALUE
THEREAFTER 2000 2000 1999 1999
------- --------- --------- --------- ---------

RATE-SENSITIVE ASSETS:

Fixed interest rate loans 580,060 6,557,222 6,545,750 5,459,830 5,505,203
Average interest rate 8.31% 8.76% 8.63%

Variable interest rate loans 83,896 4,302,899 4,302,468 3,691,554 3,689,881
Average interest rate 9.70% 9.94% 8.64%

Fixed interest rate securities 798,512 1,953,346 1,967,853 1,913,375 1,860,670
Average interest rate 6.96% 6.48% 6.09%

Variable interest rate securities 26,544 68,930 69,003 86,356 85,077
Average interest rate 6.70% 6.67% 6.08%

Equity securities 44,490 44,490 45,416 41,842 44,435
Average interest -- -- -- -- --

Other interest bearing assets 1,750 379,571 379,571 94,021 94,021
Average interest rate 6.97% 6.68% 5.59%

RATE-SENSITIVE LIABILITIES:

Savings and interest bearing checking 538,694 4,302,835 4,302,405 3,575,630 3,518,260
Average interest rate 2.63% 3.85% 3.22%

Fixed interest rate time deposits 2,266 5,058,307 5,056,283 4,123,040 4,123,560
Average interest rate 4.74% 6.33% 5.24%

Variable interest rate time deposits 145 73,751 73,745 116,104 116,171
Average interest rate 5.45% 6.03% 5.19%

Fixed interest rate borrowings 48,250 356,285 346,986 161,919 161,572
Average interest rate 5.70% 6.75% 5.82%

Variable interest rate borrowings -- 1,524,474 1,519,245 1,418,092 1,417,997
Average interest rate -- 6.50% 5.53%

RATE-SENSITIVE DERIVATIVE FINANCIAL INSTRUMENTS:

Pay variable interest rate swaps - LIBOR -- 180,000 2,389 180,000 (2,530)
Average pay rate -- 6.55% -- 6.16%
Average receive rate -- 6.92% -- 5.78%

Pay variable interest rate swaps - Prime -- 320,000 1,252 420,000 (7,972)
Average pay rate -- 9.50% -- 8.50%
Average receive rate -- 8.76% -- 8.82%

Purchased interest rate floors - Prime -- 20,000 -- 65,000 4
Average strike rate -- 8.00% -- 7.90%

provide access to short-term borrowings through federal funds which allows
Synovus to meet immediate liquidity needs if required.

Synovus serves diverse markets. Some of these are rapidly growing areas
where loan demand outpaces the generation of deposits. However, through loan
participations and federal funds sold among subsidiary banks, these loans can be
effectively funded by subsidiaries having lower local loan demand. Additionally,
lending is focused within the local markets served by Synovus, enabling the
development of comprehensive banking relationships.

Selected Synovus subsidiary banks maintain an additional liquidity
source through their membership in the Federal Home Loan Bank. At year-end 2000,
these banks had access to additional funding of approximately $1.2 billion,
subject to available collateral and Federal Home Loan Bank credit policies,
through utilization of Federal Home Loan Bank advances.

Additionally, the Parent Company requires cash for various operating
needs including dividends to shareholders, business combinations, capital
infusions into subsidiaries, the servicing of debt, and the payment of general
corporate expenses. The primary source of liquidity for the Parent Company is
dividends from the subsidiary banks. As a short-term liquidity source, the
Parent Company has access to a $25 million line of credit with an unaffiliated
banking organization. The Parent Company enjoys an excellent reputation and
credit standing in the market place and has the ability to raise substantial
amounts of funds in the form of either short or long-term borrowings. The Parent
Company utilized this capability in December, 2000 by issuing $200 million of
five year maturity senior debt. This debt bears a coupon interest rate of 7.25%
and is rated "A" by Standard & Poors Corp. and "A2" by Moody's Investor Service.
Utilization of the proceeds of this offering include repayment of short-term
debt, funding investments in and extensions of credit to subsidiaries, and
working capital needs. For a complete description of these borrowings and other
borrowings by other Synovus subsidiaries, see Note 7 to the consolidated
financial statements.

The consolidated statements of cash flows detail cash flows from
operating, investing, and financing activities. Net cash provided by operating
activities was $454 million for the year ended December 31, 2000, while
financing activities provided $2.1 billion. Investing activities used $2.4
billion of this amount, resulting

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-43

FINANCIAL REVIEW [LOGO]

in a net increase in cash and cash equivalents of $91.5 million.

Management is not aware of any trends, events, or uncertainties that
will have, or that are reasonably likely to have a material impact on liquidity,
capital resources, or operations. Further, management is not aware of any
current recommendations by regulatory agencies which, if they were to be
implemented, would have such effect.

CAPITAL RESOURCES

Synovus has always placed great emphasis on maintaining a strong
capital base and continues to exceed regulatory capital requirements. Management
is committed to maintaining a capital level sufficient to assure shareholders,
customers, and regulators that Synovus is financially sound, and to enable
Synovus to sustain an appropriate degree of leverage to provide a desirable
level of profitability. Synovus has the ability to generate internal capital
growth sufficient to support the asset growth it has experienced. Total
shareholders' equity of $1.42 billion represented 9.51% of total assets at
December 31, 2000.

TABLE 19
CAPITAL RATIOS

(In thousands)
DECEMBER 31,
-------------------------------
2000 1999
------------ ----------

Tier I capital:
Shareholders' equity ............................... $ 1,417,171 1,226,669
Unrealized (gain) loss on investment
securities available for sale ..................... (7,239) 28,960
Disallowed intangibles ............................. (35,246) (38,064)
Minority interest .................................. 80,890 64,285
------------ ----------
Total Tier I capital .............................. 1,455,576 1,281,850
------------ ----------

Tier II capital:
Eligible portion of the reserve for loan losses .... 147,867 127,558
Subordinated and other qualifying debt ............. 1,240 1,480
Eligible portion of unrealized gain on
equity securities ................................. 682 --
------------ ----------
Total Tier II capital ............................. 149,789 129,038
------------ ----------

Total risk-based capital ............................. $ 1,605,365 1,410,888
============ ==========

Total risk-adjusted assets ........................... $ 12,620,358 10,242,701
============ ==========

Tier I capital ratio ................................. 11.53% 12.51
Total risk-based capital ratio ....................... 12.72 13.77
Leverage ratio ....................................... 10.24 10.52

Regulatory minimums (for well-capitalized status):
Tier I capital ratio ............................... 6.00%
Total risk-based capital ratio ..................... 10.00
Leverage ratio ..................................... 5.00

The regulatory banking agencies use a risk-adjusted calculation to aid
them in their determination of capital adequacy by weighting assets based on the
credit risk associated with on- and off-balance sheet assets. The majority of
these risk-weighted assets for Synovus are on-balance sheet assets in the form
of loans. A small portion of risk-weighted assets are considered off-balance
sheet assets and primarily consist of letters of credit, loan commitments, and
to a lesser extent interest rate contracts, that Synovus enters into in the
normal course of business. Capital is categorized into two types: Tier I and
Tier II. As a Financial Holding Company, Synovus and its subsidiary banks are
required to maintain capital levels required for a well-capitalized institution,
as defined in the regulations. The regulatory agencies define a well-capitalized
institution as one that has a leverage ratio of at least 5%, a Tier I capital
ratio of at least 6%, and a total risk-based capital ratio of at least 10%. At
December 31, 2000, Synovus and all subsidiary banks were in excess of the
minimum capital requirements with a consolidated Tier I capital ratio of 11.53%
and a total risk-based capital ratio of 12.72%, compared to Tier I and total
risk-based capital ratios of 12.51% and 13.77%, respectively, in 1999 as shown
in Table 19.

In addition to the risk-based capital standards, a minimum leverage
ratio of 4% is required for the highest-rated financial holding companies that
are not undertaking significant expansion programs. An additional 1% to 2% may
be required for other companies, depending upon their regulatory ratings and
expansion plans. The leverage ratio is defined as Tier I capital divided by
quarterly average assets, net of certain intangibles. As of December 31, 2000,
Synovus had a leverage ratio of 10.24% compared to 10.52% at December 31, 1999.
Both ratios significantly exceed regulatory requirements.

Capital levels also exceed all requirements under the Federal Reserve
Board's guidelines. The Federal Reserve Board requires a minimum primary capital
ratio of 5.50% and a total capital ratio of 6.00% for financial holding
companies and banks. At December 31, 2000, primary and total capital ratios as
defined by the Federal Reserve Board were 10.68% and 10.69%, respectively,
compared to 11.11% and 11.12%, respectively, at year-end 1999.

The 80.8% ownership of TSYS is an important aspect of the market price
of Synovus common stock and should be considered in a comparison of the relative
market price of Synovus common stock to other financial services companies. As
of December 31, 2000, there were approximately 32,597 shareholders of record of
Synovus common stock, some of which are holders in nominee name for the benefit
of a number of different shareholders. Table 20 displays high and low stock
price quotations of Synovus common stock which are based on actual transactions.

TABLE 20
MARKET AND STOCK PRICE INFORMATION

HIGH LOW
--------- --------
2000

QUARTER ENDED DECEMBER 31, 2000.............. $27 3/16 19 5/16
QUARTER ENDED SEPTEMBER 30, 2000............. 21 7/16 17 15/16
QUARTER ENDED JUNE 30, 2000.................. 20 15/16 17 9/16
QUARTER ENDED MARCH 31, 2000................. 19 3/16 14 1/2

1999
Quarter ended December 31, 1999.............. $22 1/8 18 7/16
Quarter ended September 30, 1999............. 20 5/16 17 1/2
Quarter ended June 30, 1999.................. 23 9/16 19 1/8
Quarter ended March 31, 1999................. 25 20 1/2

DIVIDENDS

It is Synovus' objective to pay out at least one-third of earnings to
shareholders in cash dividends. The dividend payout ratio was 47.76%, 43.78%,
and 41.52% in 2000, 1999, and 1998, respectively. The total dollar amount of
dividends declared increased 27.4% in 2000 to $125.4 million, from $98.5 million
in 1999. Cash dividends have been paid on the common stock of Synovus (including
its predecessor companies) in every year since 1891. It is the present intention
of the Synovus Board of Directors to continue to pay cash dividends on its
common stock in accordance with the pre-

F-44 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

FINANCIAL REVIEW [LOGO]

viously mentioned objective. Table 21 presents the declared and paid dates from
recent dividends, as well as per share dividend amounts.

TABLE 21
DIVIDENDS

PER SHARE
DATE DECLARED DATE PAID AMOUNT
----------------- --------------- ---------

DECEMBER 11, 2000 JANUARY 2, 2001 $.11

SEPTEMBER 11, 2000 OCTOBER 2, 2000 .11

MAY 15, 2000 JULY 1, 2000 .11

MARCH 20, 2000 APRIL 1, 2000 .11

November 15, 1999 January 3, 2000 .09

September 13, 1999 October 1, 1999 .09

May 10, 1999 July 1, 1999 .09

March 15, 1999 April 1, 1999 .09

COMMITMENTS AND CONTINGENCIES

Synovus believes it has sufficient capital, liquidity, and future cash
flows from operations to meet operating needs over the next year. Table 22, Note
7, and Note 10 to the consolidated financial statements provide additional
information on short-term and long-term borrowings.

In the normal course of its business, TSYS maintains processing
contracts with its customers. These processing contracts contain commitments,
including, but not limited to, minimum standards and time frames against which
TSYS' performance is measured. In the event TSYS does not meet its contractual
commitments with its customers, TSYS may incur penalties and/or certain
customers may have the right to terminate their contracts with TSYS. TSYS does
not believe that it will fail to meet its contractual commitments to an extent
that will result in a material adverse effect on its financial condition or
results of operations.

Currently, multiple lawsuits seeking class action treatment are pending
against one of the Alabama banking subsidiaries that involve: (1) payment of
service fees or interest rebates to automobile dealers in connection with the
assignment of automobile credit sales contracts to that subsidiary; (2) the
forced placement of insurance to protect that subsidiary's interest in
collateral for which consumer credit customers have failed to obtain or maintain
insurance; and (3) the receipt of commissions by that subsidiary in connection
with the sale of credit life insurance to its consumer credit customers and the
charging of an interest surcharge and a processing fee in connection with
consumer loans made by that subsidiary. These lawsuits seek unspecified damages,
including punitive damages. Synovus intends to vigorously contest these
lawsuits and all other litigation to which Synovus and its subsidiaries are
parties. Based upon information presently available, and in light of legal,
equitable, and factual defenses available to Synovus and its subsidiaries,
contingent liabilities arising from the threatened and pending litigation are
not considered material. It should be noted, however, that large punitive damage
awards, bearing little relation to the actual damages sustained by plaintiffs,
have been awarded in Alabama.

In November, 1998, a class action complaint was filed against
NationsBank of Delaware, N.A., in the United States District Court for the
Southern District of Mississippi. On March 23, 1999, the named plaintiff amended
the complaint and named TSYS and certain credit bureaus as defendants in the
case. The named plaintiff alleges, among other things, that the defendants
failed to report properly the credit standing of each member of the putative
class. The named plaintiff has defined the class as all persons and entities
within the United States who obtained credit cards from NationsBank, and whose
accounts were purchased by or transferred to U.S. BankCard, and whose accounts
were reported to credit bureaus or credit agencies incorrectly in August 1998.
The amended complaint alleges negligence, violation of the Fair Credit Reporting
Act, breach of the duty of good faith and fair dealing, and seeks declaratory
relief, injunctive relief, and the imposition of punitive damages. The parties
have reached a settlement of this litigation, which settlement is subject to
court approval under Rule 23(e) of the Federal Rules of Civil Procedure.
Payments by TSYS to settle the litigation are not expected to be material to
TSYS' financial condition or results of operations and management expects the
settlement to be substantially covered by insurance.

SHORT-TERM BORROWINGS

The following table sets forth certain information regarding federal
funds purchased and securities sold under agreement to repurchase, the principal
components of short-term borrowings.

TABLE 22
SHORT-TERM BORROWINGS

(In thousands)

2000 1999 1998
----------- --------- -------

Balance at December 31, .......................... $ 1,039,900 1,261,391 503,287
Weighted average interest rate at December 31, ... 6.67% 5.49 4.70
Maximum month end balance during the year ........ $ 1,446,393 1,261,391 503,287
Average amount outstanding during the year ....... $ 1,248,983 786,954 311,617
Weighted average interest rate during the year ... 6.28% 5.01 4.95

INCOME TAX EXPENSE

As reported in the consolidated statements of income, income tax
expense increased to $149.2 million in 2000, up from $124.0 million in 1999, and
$107.6 million in 1998. The effective income tax rate was 36.2%, 35.5%, and
35.4% in 2000, 1999, and 1998, respectively. See Note 15 of the consolidated
financial statements for a detailed analysis of income taxes.

INFLATION

Inflation has an important impact on the growth of total assets in the
banking industry and may create a need to increase equity capital at higher than
normal rates in order to maintain an appro-

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-45

FINANCIAL REVIEW [LOGO]

priate equity to assets ratio. Synovus has been able to maintain a high level of
equity through retention of an appropriate percentage of its net income. Synovus
copes with the effects of inflation by managing its interest rate sensitivity
gap position through its asset/liability management program and by periodically
adjusting its pricing of services and banking products to take into
consideration current costs.

PARENT COMPANY

The Parent Company's assets, primarily its investment in subsidiaries,
are funded, for the most part, by shareholders' equity. It also utilizes
short-term and long-term debt. The Parent Company is responsible for providing
the necessary funds to strengthen the capital of its subsidiaries, acquire new
businesses, fund internal growth, pay corporate operating expenses, and pay
dividends to its shareholders. These operations are funded by dividends and fees
received from subsidiaries, and borrowings from outside sources.

In connection with dividend payments to the Parent Company from its
subsidiary banks, certain rules and regulations of the various state and federal
banking regulatory agencies limit the amount of dividends which may be paid.
Approximately $132.2 million in dividends could be paid in 2001 to the Parent
Company from its subsidiary banks without prior regulatory approval. Synovus
anticipates receiving regulatory approval to allow certain subsidiaries to pay
dividends in excess of their respective regulatory limits.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In June 2000 the FASB issued
SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138 standardize
the accounting for derivative instruments, including certain derivative
instruments embedded in other contracts. Under the standards, entities are
required to carry all derivative instruments in the balance sheet at fair value.
The accounting for changes in the fair value (i.e., gains or losses) of a
derivative instrument depends on whether it has been designated and qualifies as
part of a hedging relationship and, if so, on the reason for holding it. If
certain conditions are met, entities may elect to designate a derivative
instrument as a hedge of exposures to changes in fair values, cash flows, or
foreign currencies. If the hedged exposure is a fair value exposure, the gain or
loss on the derivative instrument is recognized in earnings in the period of
change together with the offsetting loss or gain on the hedged item attributable
to the risk being hedged. If the hedged exposure is a cash flow exposure, the
effective portion of the gain or loss on the derivative instrument is reported
initially as a component of other comprehensive income (outside earnings), and
subsequently reclassified into earnings when the forecasted transaction affects
earnings. Any amounts excluded from the assessment of hedge effectiveness, as
well as the ineffective portion of the gain or loss, are reported in earnings
immediately. If the derivative instrument is not designated as a hedge, the
gain or loss is recognized in earnings in the period of change.

Synovus adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001. In
accordance with the transition provisions of SFAS No. 133, Synovus recorded a
net-of-tax cumulative-effect gain of $765,000 in accumulated other comprehensive
income to recognize at fair value all derivatives that are designated as
cash-flow hedging instruments. Gains and losses on derivatives that were
previously deferred as adjustments to the carrying amount of hedged items were
not adjusted. Synovus expects to reclassify as net of tax earnings during the
next twelve months $160,000 in gains from the transition adjustment that was
recorded in accumulated other comprehensive income.

In September 2000, SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities", was issued.
SFAS No. 140 is effective for all transfers and servicing of financial assets
and extinguishments of liabilities after March 31, 2001. The Statement is
effective for recognition and reclassification of collateral and disclosures
relating to securitizations transactions and collateral for fiscal years ending
after December 15, 2000. Synovus does not expect a material change to its
results of operations as a result of adopting SFAS No. 140.

THREE YEAR OUTLOOK

Synovus currently expects to grow earnings per share during the next
three years (2001-2003) by 15-18% annually. Synovus expects at least 15% growth
in earnings per share in 2001, and to be at the top of the 15-18% range by 2003.
In estimating expected growth in earnings per share, Synovus assumed, among
other things, that:

- Core banking net income will increase between 11-12% annually,
with net interest margins remaining stable. Annual loan growth
will be in the 10-11% range, and credit quality trends will
remain at current levels.

- Wealth management revenues (trust, brokerage, and insurance)
will increase between 25-30% annually with the complete
integration and sales efforts of traditional bankers, trust,
brokerage, insurance, and private banking team members.

- TSYS will increase net income by approximately 20% in 2001 and
between 20-25% annually in 2002 and 2003 with expansion of the
core businesses both domestically and internationally, market
acceptance of its stored value products and e-commerce
enabling systems, and aggressive expense management.

- Increases in banking operations expenses will not exceed 4%
annually over the next three years.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report which are not
statements of historical fact constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act (the "Act"). These
forward-looking statements include, among others, statements regarding Synovus'
expected growth in net income for the years 2001 through 2003 and the
assumptions underlying such statements. In addition, certain statements in
future filings by Synovus with the Securities and Exchange Commission, in press
releases, and in oral and written statements made by or with the approval of
Synovus which are not statements of historical fact constitute forward-looking
statements within the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (i) projections of revenues, income or loss,
earnings or loss per share, the payment or non-payment of dividends, capital
structure, efficiency ratios and other financial terms; (ii) statements of plans
and objectives of Synovus or its management or Board of Directors, including
those relating to products or services; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such statements.
Words such as "believes," "anticipates," "expects," "intends," "targeted," and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.

F-46 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

FINANCIAL REVIEW [LOGO]

Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements. A number of factors could cause
actual results to differ materially from those contemplated by the
forward-looking statements in the Annual Report. Many of these factors are
beyond Synovus' ability to control or predict. These factors include, but are
not limited to: (i) Synovus' inability to increase its revenues derived from
wealth management (trust, brokerage and insurance); (ii) TSYS' inability to
achieve its net income goals for the years 2001 through 2003; (iii) Synovus'
inability to achieve its net income goals for core banking; (iv) the strength of
the U.S. economy in general and the strength of the local economies in which
operations are conducted; (v) the effects of and changes in trade, monetary and
fiscal policies, and laws, including interest rate policies of the Federal
Reserve Board; (vi) inflation, interest rate, market and monetary fluctuations;
(vii) the timely development of and acceptance of new products and services and
perceived overall value of these products and services by users; (viii) changes
in consumer spending, borrowing, and saving habits; (ix) technological changes
are more difficult or expensive than anticipated; (x) acquisitions; (xi) the
ability to increase market share and control expenses; (xii) the effect of
changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities, and insurance) with which Synovus and its
subsidiaries must comply; (xiii) the effect of changes in accounting policies
and practices, as may be adopted by the regulatory agencies, the Financial
Accounting Standards Board, or other authoritative bodies; (xiv) changes in
Synovus' organization, compensation, and benefit plans; (xv) the costs and
effects of litigation and of unexpected or adverse outcomes in such litigation;
and (xvi) the success of Synovus at managing the risks involved in the
foregoing.

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

SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000 F-47

SUMMARY OF QUARTERLY FINANCIAL DATA [LOGO]

Presented below is a summary of the unaudited consolidated quarterly financial
data for the years ended December 31, 2000 and 1999.

(In thousands, except per share data)

FOURTH THIRD SECOND FIRST
2000 QUARTER QUARTER QUARTER QUARTER
--------- ------- ------- -------

INTEREST INCOME ...................................................... $ 294,972 283,564 269,000 250,269
========= ======= ======= =======

NET INTEREST INCOME .................................................. 143,542 140,241 141,580 136,969
========= ======= ======= =======

PROVISION FOR LOSSES ON LOANS ........................................ 11,096 9,622 12,712 10,911
========= ======= ======= =======

INCOME BEFORE INCOME TAXES ........................................... 117,102 101,467 97,329 95,837
========= ======= ======= =======

NET INCOME ........................................................... 74,682 64,731 61,752 61,392
========= ======= ======= =======

NET INCOME PER SHARE, BASIC .......................................... .26 .23 .22 .22
========= ======= ======= =======

NET INCOME PER SHARE, DILUTED ........................................ .26 .23 .22 .22
========= ======= ======= =======

1999

Interest income ...................................................... $ 240,630 225,644 214,902 206,831
========= ======= ======= =======

Net interest income .................................................. 136,296 130,634 125,901 120,463
========= ======= ======= =======

Provision for losses on loans ........................................ 8,664 8,613 9,515 7,215
========= ======= ======= =======

Income before income taxes ........................................... 98,956 89,887 82,590 77,882
========= ======= ======= =======

Net income ........................................................... 63,256 58,005 53,313 50,733
========= ======= ======= =======

Net income per share, basic .......................................... .22 .21 .19 .18
========= ======= ======= =======

Net income per share, diluted ........................................ .22 .21 .19 .18
========= ======= ======= =======

F-48 SYNOVUS FINANCIAL CORP. ANNUAL REPORT 2000

APPENDIX 1

SYNOVUS FINANCIAL CORP.
Post Office Box 120, Columbus, Georgia 31902-0120

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD April 25, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

By signing on the reverse side, I hereby appoint Thomas J. Prescott and Liliana
McDaniel as Proxies, each with full power of substitution, and hereby authorize
them to represent and to vote as designated below all the shares of common stock
of Synovus Financial Corp. held on record by me or with respect to which I am
entitled to vote on February 15, 2001 at the Annual Meeting of Shareholders
to be held on April 25, 2001 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH ANY
INSTRUCTION INDICATED HEREIN. IF NO INDICATION IS MADE, IT WILL BE VOTED IN
FAVOR OF THE PROPOSALS LISTED HEREIN.

The Board of Directors is not aware of any matters likely to be presented for
action at the Annual Meeting of Shareholders other than the matters listed
herein. However, if any other matters are properly brought before the Annual
Meeting, the persons named in this Proxy or their substitutes will vote upon
such other matters in accordance with their best judgement. This Proxy is
revocable at any time prior to its use.

By signing on the reverse side, I acknowledge receipt of NOTICE of said ANNUAL
MEETING and said PROXY STATEMENT and hereby revoke all Proxies heretofore given
by me for said ANNUAL MEETING.

IN ADDITION TO VOTING AND SIGNING THE PROXY, YOU MUST ALSO COMPLETE AND SIGN THE
CERTIFICATION TO BE ENTITLED TO TEN VOTES PER SHARE.

IF YOU DO NOT VOTE BY PHONE OR OVER THE INTERNET,
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

Please sign exactly as your name appears on this Proxy. When shares are held by
joint tenants, both must sign. When signing in a fiduciary or representative
capacity, give your full title as such. If a corporation, please sign in full
corporate name by an authorized officer. If a partnership, please sign in full
partnership name by an authorized person.

[X] PLEASE MARK VOTES AS
IN THIS EXAMPLE

PROXY CERTIFICATE OF BENEFICIAL OWNER

THE BOARD OF DIRECTORS RECOMMENDS A INSTRUCTIONS:Please provide the required
VOTE FOR THE PROPOSALS LISTED BELOW. information. THIS CERTIFICATE MUST BE
SIGNED TO BE VALID. If you do not com-
1. Proposal to elect as directors plete and sign this Certificate of Bene-
to serve until the Annual ficial Owner, your shares covered by the
Meeting of Shareholders in 2004. Proxy to the left will be voted on the
basis of one vote per share.
(01) James H. Blanchard Yes No
(02) C. Edward Floyd A. Are you the beneficial owner, [ ] [ ]
(03) Gardiner W. Garrard, Jr. in all capacities, of more than
(04) V. Nathaniel Hansford 1,139,063 shares of Synovus Common
(05) Alfred W. Jones III Stock?
(06) H. Lynn Page
(07) Robert V. Royall If you answered "No" to Question A,
(08) James D. Yancey do not answer B or C. Your shares
represented by the Proxy to the left
With- For all are entitled to ten votes per share.
For hold Except
[ ] [ ] [ ] Yes No
B. If your answer to question A [ ] [ ]
INSTRUCTION: To withhold authority to was "Yes", have you acquired
vote for any individual nominee, mark more than 1,139,063 shares of
the "For All Except" box and strike a Synovus Common Stock since
line through that nominee's name in the February 15, 1997 (including
list above. Your shares will be voted shares received as a stock dividend)?
for the remaining nominee(s). If you answered "No" to Question B,
do not answer Question C. Your shares
2. Proposal to Reapprove the represented by the Proxy to the left
Synovus Financial Corp. are entitled to ten votes per share.
Executive Bonus Plan.
C. If you answered "Yes" to Question B,
please describe the date and nature
For Against Abstain of your acquisition of all shares of
[ ] [ ] [ ] Synovus Common Stock you have
acquired since February 15, 1997
CONTROL NUMBER: (including shares acquired as a
RECORD DATE SHARES: result of a stock dividend). Your re-
sponse to Question C will determine
which of the shares represented by
the Proxy will be entitled to ten
votes per share.
________________________________________
________________________________________
________________________________________

To the best of my knowledge and belief,
the information provided herein is true
and correct. I understand that the Board
of Directors of Synovus Financial Corp.
may require me to provide additional
information or evidence to document my
beneficial ownership of these shares and
I agree to provide such evidence if so
requested.
Please be sure to sign and [Date ]
date this Proxy. [Date ]

Shareholder Shareholder
sign here Co-owner sign here sign here Co-owner sign here

SYNOVUS FINANCIAL CORP.

DETATCH CARD DETATCH CARD

VOTE BY TELEPHONE VOTE BY INTERNET
It's fast, convenient, and immediate! It's fast, convenient, and your vote
Call Toll-Free on a Touch-Tone Phone is immediately confirmed and posted.

Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement and Proxy Card. Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/snv
There is NO CHARGE for this call.
3. Enter your Control Number located
on your Proxy Card.

3. Enter your Control Number located 4. Follow the instructions provided.
on your Proxy Card.

4. Follow the recorded instructions.

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to
http://www.eproxyvote.com/snv anytime!

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.

APPENDIX 2

SYNOVUS FINANCIAL CORP.
EXECUTIVE BONUS PLAN

ARTICLE I

OBJECTIVE OF THE PLAN

The purposes of this Synovus Financial Corp. Executive Bonus Plan
("Plan") to reward selected officers of Synovus Financial Corp. (the "Company")
and certain of its subsidiaries ("Subsidiaries") for superior corporate
performance measured by achievement of financial performance and strategic
corporate objectives and to attract and retain top quality officers.

ARTICLE II

PLAN ADMINISTRATION

This Plan is administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board"), with the
approval, as to matters involving employees of any publicly-traded Subsidiary of
the Company, of the compensation committee of such publicly- traded Subsidiary.
The Committee (and the compensation committee of any publicly-traded Subsidiary
of the Company) shall be composed of two or more outside directors as defined in
Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code").

ARTICLE III

PARTICIPANTS

Participation is limited to the Chief Executive Officer and the four
highest compensated officers of the Company and any publicly-traded Subsidiary
of the Company as selected from year- to-year by the members of the Committee
("Participants").

ARTICLE IV

PERFORMANCE OBJECTIVES

Each fiscal year, the Committee shall establish

(i) performance objectives for such and/or the succeeding
fiscal year for the Company, any Subsidiary, or any
business segment or business unit of the Company or
any Subsidiary, based upon such criteria as may be
from time to time considered by the Committee, which
criteria may include, not to the exclusion of other
criteria, criteria that has been approved by the
shareholders of the Company or the shareholders of
any publicly-traded Subsidiary of the Company; and

(ii) a system which equates the attainment of various
performance objectives by the Company and
Subsidiaries for such and/or the succeeding fiscal
year into various percentages of the base salaries of
eligible officers of the Company and Subsidiaries for
such and/or the succeeding fiscal year which may be
awarded to such Employees who are selected to be
Participants in the Plan as bonuses.

The maximum award under this Plan to any participant shall be 150% of
base salary, provided, however, that no participant may receive an award for any
performance period in excess of $1,500,000.

ARTICLE V

AWARD OF BONUSES

As soon as practicable after each fiscal year for which performance
objectives have, pursuant to Article IV, been established, the Committee shall
determine whether the Company and each Subsidiary attained the
previously-established performance objectives. Assuming such performance
objectives shall be attained, the Committee shall determine, in its sole and
exclusive discretion, whether any bonuses shall be awarded for such fiscal year.
Such bonuses shall be awarded as soon as practicable thereafter and the officers
who are determined to be entitled to receive such bonuses shall be promptly
notified of the award thereof.

ARTICLE VI

PAYMENT OF BONUSES

Any bonus or any portion of any bonus awarded to a Participant shall,
at the election of such Participant, be deferred and made subsequently payable
to such Participant and/or his beneficiary, as provided in Article VIII hereof.

In order to properly provide for timely elections as to the deferral of
receipt of bonuses, each eligible officer of the Company or Subsidiary eligible
to become a Participant in the Plan may elect by an instrument in writing, the
form for said written election being attached hereto and marked Exhibit "A" and
entitled "Election Regarding Deferral of Executive Bonus Awarded Pursuant to
Synovus Financial Corp. Executive Bonus Plan" on or before the 31st day of
December of the year preceding the fiscal year for which such bonus is to be
awarded, to have any percentage of any bonus which may be awarded to him for
such fiscal year paid to him in cash on the distribution date for such fiscal
year, with the balance being deferred and payable to him as provided in Article
VIII hereof. Said written forms of election shall be filed with the Committee.

ARTICLE VII

DEFERRED EXECUTIVE BONUS ACCOUNTS

There shall be established for each Participant who elects to defer
receipt of any portion of any bonus awarded to him an account to be designated
as such Participant's Deferred Executive Bonus Account to which amounts so
elected to be deferred shall be allocated. Interest, at a rate equal to the
average annual short-term prime rate as established by Columbus Bank and Trust
Company for each fiscal year and applied to the average balance in said Account
for said fiscal year, shall be credited to such Participants' Deferred Executive
Bonus Accounts on December 31st of each fiscal year until all amounts allocated
thereto have been distributed to such Participants or their beneficiaries as
provided in Article VIII hereof.

ARTICLE VIII

DISTRIBUTION AFTER PARTICIPANT'S DEFERRAL TERMINATION DATE

When a Participant's employment termination date shall occur, the
balance in such Participant's Deferred Executive Bonus Account shall be
distributed to such Participant or his beneficiary as provided hereinbelow:

(A) Distribution shall be made in one lump sum or in up to 120
approximately equal and consecutive monthly installments. The
method of payment, lump sum or installment, and, in the event the
distribution is determined to be made by installments, the number
of installments in which such distribution is to be made, for
each Participant shall be determined solely and exclusively by
the Committee.

(B) If a Participant's termination of employment occurs by reason of
his death (except by suicide) or total disability, the lump sum
payment or the first monthly installment, provided for in
paragraph (A) hereinabove, shall be paid within 30 days after the
last day of the month in which the Participant's termination of
employment occurs.

(C) If a Participant's termination of employment with the Company
and/or Subsidiary is for a reason other than death (except by
suicide) or disability, the distributions made pursuant to
paragraph (A) hereinabove shall commence at such time as shall be
determined by the Committee; PROVIDED, HOWEVER, that in no event
shall such distributions begin later than the date upon which
such Participant attains age 70 1/2, and PROVIDED FURTHER,
HOWEVER, that if such Participant dies or becomes totally
disabled prior to his attaining age 70 1/2, the distributions to
which such Participant would have been entitled to receive under
this paragraph shall commence to be made within thirty (30) days
after the last day of the month in which such Participant's death
or total disability occurred.

(D) If a Participant shall cease to be an Employee of the Company by
reason of his death or if he shall die after his employment
termination date but prior to his receipt of all distributions
provided for herein, all cash distributable hereunder, or the
undistributed balance thereof, shall be distributed to such
beneficiary or beneficiaries as he shall have designated by an
instrument in writing, the form for said written designation
being attached hereto and marked Exhibit "B" and entitled
"Beneficiary Designation," filed with the Committee in the same
manner and at the same intervals as they would have been made to
the Participant had he continued to live, or, in the absence of
an effective Beneficiary Designation, in a lump sum to the
Participant's estate.

ARTICLE IX

DISTRIBUTION IN THE EVENT OF SEVERE FINANCIAL HARDSHIP

In the event a Participant or any beneficiary of a Participant incurs
"severe financial hardship," the Committee may authorize the acceleration of the
payment of benefits hereunder to, and only to, the extent reasonably necessary
to eliminate such "severe financial hardship." The Committee possesses the sole
discretion as to the determination of the existence, in a particular factual
setting, of "severe financial hardship;" PROVIDED, HOWEVER, in the exercise of
such discretion, the Committee is charged with the responsibility of exercising
its discretion in a fair, reasonable and nondiscriminatory manner and
determinations of "severe financial hardship" shall be limited solely to factual
situations caused by accident, illness or other event beyond the control of the
Participant or his beneficiary, which shall not have been an event that such
Participant or his beneficiary would voluntarily incur.

ARTICLE X

NO ENTITLEMENT TO BONUS

Participants are entitled to a distribution under this Plan only upon
the approval of the award by the Committee and no Participant shall be entitled
to a bonus under the Plan due to the attainment of performance objectives. In
addition, any Participant not employed by the Company or a Subsidiary on
December 31 of any fiscal year will not be entitled to a bonus unless otherwise
determined by the Committee.

ARTICLE XI

TERMINATION OF PLAN

The Company Board of Directors may amend or terminate the Plan at any
time. Upon termination of the Plan, distributions in respect of credits to
Participants' Deferred Executive Bonus Accounts as of the date of termination
shall be made in the manner and at the time prescribed in Article VIII hereof.

ARTICLE XII

PARTICIPANT'S RIGHT OF ASSIGNABILITY

Except as provided in subsection (D) of Article VIII hereof, regarding
beneficiary designation, amounts credited to Deferred Executive Bonus Accounts
of Participants shall not be subject to assignment, pledge or other disposition,
nor shall such amounts be subject to garnishment, attachment, transfer by
operation of law, or any legal process.

ARTICLE XIII

GOVERNING LAW

The validity, construction, performance and effect of the Plan shall be
governed by Georgia law.

EXHIBIT "A"

ELECTION REGARDING DEFERRAL OF
BONUS AWARDED PURSUANT TO THE
SYNOVUS FINANCIAL CORP. EXECUTIVE BONUS PLAN

__________________ ("Employee"), in the event Employee is awarded a
bonus under the Synovus Financial Corp. Executive Bonus Plan (the "Plan") for
the period commencing January 1, 200__, and ending December 31, 200__, hereby
makes the following elections.

I. Employee elects to have _______ percent of the bonus awarded
to him for the above elected period of participation in the
Plan paid in cash to him on the distribution date provided for
under the Plan.

II. Employee further elects to defer receipt of the balance of the
bonus awarded to him for the above elected period of
participation in the Plan, said balance to be payable to
Employee or his Beneficiary pursuant to the terms of Article
VIII of this Plan.

IN WITNESS WHEREOF, Employee has affixed his hand and seal, all as
of the_____ day of __________________________, 200__.

______________________________ (L.S.)

"EMPLOYEE"

Received and accepted as of the ___day of ____________, 200_____.

COMPENSATION COMMITTEE

By:__________________________________

Secretary

EXHIBIT "B"

BENEFICIARY DESIGNATION

_______________________("Participant") hereby designates the following
persons as beneficiaries entitled, upon the death of Participant, to any
payments in accordance with the terms and provisions of the Synovus Financial
Corp. Executive Bonus Plan ("Plan"), this beneficiary designation being made by
Participant pursuant to Article VIII of the Plan:

Primary Beneficiary:

Name:
------------------------------------------------------------

Address:
------------------------------------------------------------

It is understood and agreed that in the event of the death of the
above-named Primary Beneficiary, the Contingent Beneficiary (or Beneficiaries)
shall be entitled to receive the payments under the Plan the Primary Beneficiary
was receiving or would have received. In the event more than one Contingent
Beneficiary is designated, said Contingent Beneficiaries shall be entitled to
receive payments made pursuant to the Plan per capita:

Names:
------------------------------------------------------------

------------------------------------------------------------

Addresses:
------------------------------------------------------------

------------------------------------------------------------

This beneficiary designation supersedes all beneficiary designations,
if any, previously made by Participant and may be amended at any time by filing
another such beneficiary designation with the Compensation Committee.

IN WITNESS WHEREOF, Participant has affixed his hand and seal, this
_____ day of________________ , 200_.

___________________________________(L.S.)

"PARTICIPANT"

Received this day of_____ day of____________________ , 200__.

COMPENSATION COMMITTEE

By:_________________________________

Secretary