TOTAL SYSTEM SERVICES, INC.
2002 LONG-TERM INCENTIVE PLAN

The name of this plan is the Total System Services, Inc. 2002 Long-Term Incentive Plan (the "Plan"). The purpose of the Plan is to enable Total System Services, Inc. (the "Corporation") and its Subsidiaries to attract, retain, motivate, and reward employees and non-employee directors who make a significant contribution to the Corporation's long-term success, and to enable such employees and non-employee directors to acquire and maintain an equity interest in Total System Services, Inc.

For purposes of the Plan, the following terms shall be defined as set forth below:

a. "Award" means any award of Stock Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards, whether in cash or stock or a combination thereof, authorized by the Committee under this Plan.

b. "Board" means the Board of Directors of the Corporation or the Executive Committee of the Board of Directors of the Corporation.

c. "Cause" means a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, or a Participant's willful misconduct, dishonesty, embezzlement, fraud, deceit or civil rights violations, any of which acts cause the Corporation or any Subsidiary liability or loss, as determined by the Board.

d. "Code" means the Internal Revenue Code of 1986, as amended, or any successor thereto.

e. "Committee" means the Compensation Committee, or any other committee of the Board appointed for the purpose of administering the Plan, which committee shall consist exclusively of two or more Disinterested Persons, at least two of whom are directors of both the Corporation and of Synovus. In the context of Awards made to employees of the Corporation, the term "Committee" shall mean only those members of the Committee who are directors of both the Corporation and of Synovus.

f. "Commission" means the Securities and Exchange Commission.

g. "Corporation" means Total System Services, Inc.

h. "Disability" means total and permanent physical or mental disability or incapacity of an employee to fulfill at any time or from time to time his normal duties as an employee, as certified in writing by two competent physicians, one of which shall be selected by the Committee and the other of which shall be selected by the employee or his duly appointed guardian or legal or personal representative. In addition, for purposes of determining Disability as it applies to any Incentive Stock Option, the term "Disability" shall be interpreted consistently with Code Sections 421-424.

i. "Disinterested Person" is a person who meets both (i) the definition of "disinterested person" as set forth in Rule 16b-3 as promulgated by the Commission under the Exchange Act, or any successor

definition adopted by the Commission, and (ii) the definition of "outside director" as set forth in Code Section 162(m), as amended from time to time.

j. "Early Retirement" means retirement from active employment with the Corporation or any Subsidiary pursuant to the early retirement provisions of the applicable Corporation or Subsidiary pension plan.

k. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto.

l. "Fair Market Value" means, as of any given date, the closing price of the Stock on such date (or if no transactions were reported on such date on the next preceding date on which transactions were so reported) in the principal market in which such Stock is traded on such date as reported in The Wall Street Journal (or any other publication designated by the Committee) except that, with respect to grants of Restricted Stock, "Fair Market Value" for Restricted Stock on the date of grant shall be determined as of the time and date of the Restricted Stock grant by the Compensation Committee.

m. "Incentive Stock Option" means any Stock Option intended to be and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

n. "Non-Employee Director" means a member of the Board who is not an employee of the Corporation or its Subsidiaries.

o. "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

p. "Normal Retirement" means retirement from active employment with the Corporation or any Subsidiary on or after the normal retirement date specified in the applicable Corporation or Subsidiary pension plan.

q. "Participant" means any employee of the Corporation and its Subsidiaries or Non-Employee Director designated by the Committee to receive an Award under the Plan.

r. "Performance Award" means an award of shares of Stock or cash to a Participant pursuant to Section 9 contingent upon achieving certain performance goals.

s. "Plan" means this Total System Services, Inc. 2002 Long-Term Incentive Plan.

t. "Restricted Stock" means an award of shares of Stock that are subject to restrictions under Section 8.

u. "Retirement" means Normal or Early Retirement under the applicable Corporation or Subsidiary pension plan.

v. "Stock" means the common stock of the Corporation or any successor corporation.

w. "Stock Appreciation Right" means a right granted under Section 7, which entitles the holder to receive a cash payment or an award of Stock or, if applicable, as a credit against the purchase price of a related Stock Option, in an amount equal to the difference between
(i) the Fair Market Value of the Stock covered by such right at the date the right is granted and (ii) the Fair Market Value

of the Stock covered by such right at the date the right is exercised, unless otherwise determined by the Committee pursuant to
Section 7, multiplied by the number of shares covered by the right.

x. "Stock Option" means any option to purchase shares of Stock granted to Participants pursuant to Section 6.

y. "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

z. "Synovus" means Synovus Financial Corp., a corporation which owns approximately 81% of the stock of the Corporation.

aa. "TSYS" means Total System Services, Inc., a Subsidiary of Synovus of which approximately 19% of the stock is publicly held.

The Plan shall be administered by the Committee, at least two of whom are directors of both the Corporation and of Synovus, which Committee shall at all times consist of not less than two Disinterested Persons,. Whenever under this Plan, any act or decision is to be made with respect to Awards made to employees of the Corporation, including without limitation the selection of employees of the Corporation and its Subsidiaries for the grant of Awards and the establishment, administration and certification of attainment of relevant performance goals, if any, such act or decision shall be made by, and the term "Committee" in that context shall mean, only those members of the Committee who are directors of both the Corporation and of Synovus.

The Committee shall have the power and authority to grant to eligible Participants, pursuant to the terms of the Plan: (i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock; or (iv) Performance Awards.

In particular, the Committee shall have the authority:

(i) to select the employees of the Corporation and its Subsidiaries and Non-Employee Directors to whom Stock Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards or a combination of the foregoing from time to time will be granted hereunder;

(ii) to grant Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards, or a combination of the foregoing, hereunder;

(iii) to determine the number of shares of Stock to be covered by each such Award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder including, but not limited to, any restriction on any Award and/or the shares of Stock relating thereto based on performance and/or such other factors as the Committee may determine, in its sole discretion, and any vesting acceleration features based on performance and/or such other factors as the Committee may determine, in its sole discretion;

(v) to determine whether, to what extent and under what circumstances Stock and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of a Participant, including providing for and determining the amount (if any) of deemed earnings on any deferred amount during any deferral period.

Subject to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan.

All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Corporation and all Plan Participants.

The total number of shares of Stock reserved and available for distribution under the Plan shall be 9,355,299. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares.

If any shares of Stock that have been subject to option cease to be subject to option without having been exercised, or if any shares subject to any Restricted Stock, Stock Appreciation Rights, or Performance Awards granted hereunder are forfeited or such Awards are otherwise terminated without having been exercised, such shares shall again be available for distribution in connection with future Awards under the Plan in each case to the full extent available pursuant to the rules and interpretations of the Securities and Exchange Commission under
Section 16 of the Exchange Act. In the event that prior to the Award's cancellation, termination, expiration, or lapse, the holder of the Award at any time received one or more "benefits of ownership" pursuant to such Award (as defined by the Securities and Exchange Commission, pursuant to any rule or interpretation promulgated under Section 16 of the Exchange Act), the Stock subject to such Award shall not be available for regrant under the Plan.

In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, a substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding Stock Options granted under the Plan and in the number of shares subject to Stock Appreciation Rights, Restricted Stock or Performance Awards granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion, in order to preserve each Participant's rights substantially proportionate to the Participant's rights existing prior to such event, provided that the number of shares subject to any Award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Corporation upon the exercise of any Stock Appreciation Rights associated with any Stock Option the price of which is adjusted.

Notwithstanding any provision in the Plan to the contrary, the maximum number of shares of Stock with respect to one or more Awards that may be granted to any one Participant in any calendar year shall be 2,000,000.

Any employee of the Corporation or any of its Subsidiaries or any Non-Employee Director is eligible to be granted Stock Options, Stock Appreciation Rights, Restricted Stock or Performance Awards. The Participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the number of shares covered by each Award or grant.

Stock Options may be granted either alone or in addition to other Awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve, and the provisions of Stock Option Awards need not be the same with respect to each optionee.

The Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options (subject to the provisions of Section 15 of the Plan) and (ii) Non-Qualified Stock Options.

The Committee shall have the authority to grant any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without Option Price Adjustment Rights or Stock Appreciation Rights); provided, however, that Non-Employee Directors shall be eligible to receive only Non-Qualified Stock Options, and shall not be eligible to receive Incentive Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option.

Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code.

Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant. The option price per share of Stock may be equal to or more or less than the Fair Market Value of the Stock on the date of grant, except that the option price for any Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Stock on the date of the grant of the Stock Option (determined without regard to any Stock Appreciation Rights). If the option is an Incentive Stock Option and if the employee to whom the Incentive Stock Option is granted owns directly or indirectly more than 10% of the total combined voting power of all classes of Stock immediately before the grant of the option, then the option price per share of Stock must be at least 110% of the Fair Market Value of the Stock on the date of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years after the date such Stock Option is granted. If the option is an Incentive Stock Option and if the employee to whom the Incentive Stock Option is granted owns directly or indirectly more than 10% of the total combined voting power of all classes of Stock immediately before the grant of the option, then the term of the option may not exceed five years.

(c) Exercisability. Subject to paragraph (j) of this Section 6 with respect to Incentive Stock Options, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant, provided, however, that except as provided in paragraphs (f) and (g) of Section 6, unless a longer vesting period is otherwise determined by the Committee at grant, no Stock Option shall be exercisable for a period of six months after the date of the grant of the option. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provision at any time in whole or in part based on performance and/or such other factors as the Committee may determine in its sole discretion.

(d) Method of Exercise. Stock Options may be exercised in whole or in part at any time during the exercise period described in Section 6(c) by giving written notice of exercise to the Corporation specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Committee. If approved and as determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the form of unrestricted Stock owned by the optionee (based on the Fair Market Value of the Stock on the date the option is exercised, as determined by the Committee). Payment of the exercise price of a Stock Option and any withholding tax due at exercise also may be made through any program or procedure (including but not limited to a broker-dealer cashless exercise program) if approved by the Committee. No shares of Stock resulting from the exercise of a Stock Option shall be issued until full payment therefor has been made. An optionee shall have the rights to dividends or other rights of a stockholder with respect to shares subject to the option when the optionee has given written notice of exercise and has paid in full for such shares.

(e) Transferability of Options.

(1) Incentive Stock Options. No Incentive Stock Option shall be transferable by the optionee, otherwise than by will or by the laws of descent and distribution, or be subject to attachment, execution or similar process. All Incentive Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee.

(2) Non-Qualified Stock Options. Non-Qualified Stock Options shall likewise be non-transferable by the optionee, otherwise than by will or by the laws of descent and distribution, and not subject to attachment, execution or similar process; provided, however, that the Committee may by resolution or after grant designate existing or future Non-Qualified Stock Options as "transferable," meaning that the optionee may sign an agreement which transfers all or a portion of such Non-Qualified Stock Option (either exercisable or non-exercisable) to (A) a member of the optionee's Immediate Family, (B) any trust or trusts in which members of the optionee's Immediate Family have more than a fifty percent (50%) beneficial interest, (C) any entity in which optionee and/or members of the optionee's Immediate Family own more than fifty percent (50%) of the voting interests, or (D) any foundation in which optionee and/or optionee's Immediate Family members control the management of the foundation's assets, subject to such terms and conditions as the Committee may establish. The form of agreement pursuant to which such options are transferred must be approved by the Committee and executed by the optionee, transferee and the Company. Following transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, except that the term "optionee"

shall be deemed to refer to the transferee subject to any terms and conditions established by the Committee. Subsequent transfers of such transferred options shall be prohibited, except by will or the laws of descent and distribution. For purposes of this Subsection, "Immediate Family" means the optionee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, nephew or niece of the optionee (including by adoption), and any person sharing the optionee's household (other than a tenant or employee).

(f) Termination by Death (other than by suicide). Unless otherwise determined by the Committee at or after grant, if: (i) any optionee who is an employee terminates employment with the Corporation or any Subsidiary by reason of death (other than by suicide), or (ii) any optionee who is a Non-Employee Director terminates service on the Board by reason of death (other than by suicide), then any Stock Option held by such optionee may thereafter be immediately exercised, to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee of the optionee under the will of the optionee until the expiration of the stated term of such Stock Option.

(g) Termination by Reason of Disability. Unless otherwise determined by the Committee at or after grant, if: (i) any optionee who is an employee terminates employment with the Corporation or any Subsidiary by reason of Disability, or (ii) any optionee who is a Non-Employee Director terminates service on the Board by reason of Disability, then any Stock Option held by such optionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the Committee shall determine at or after grant), until the expiration of the stated term of such Stock Option. In the event of termination of employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(h) Termination by Reason of Retirement. Unless otherwise determined by the Committee at or after grant, if: (i) any optionee who is an employee terminates employment with the Corporation or any Subsidiary by reason of Normal or Early Retirement, or (ii) any optionee who is a Non-Employee Director retires from the Board pursuant to the provisions of the Corporation's By-laws, then any Stock Option held by such optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after the expiration of the stated term of such Stock Option; and, provided that if the optionee dies within such period any unexercised Stock Option held by such optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death (or on such accelerated basis as the Committee shall determine at or after grant), for the remainder of the stated term of the Stock Option. In the event of termination of employment of an optionee who is an employee by reason of Retirement, if an Incentive Stock Option is exercised after the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(i) Other Termination. Unless otherwise determined by the Committee at or after grant, if: (i) an optionee who is an employee terminates employment with the Corporation or any Subsidiary for Cause or for death by reason of suicide or for any reason other than Disability or Normal or Early Retirement or death other than by suicide, or (ii) any optionee who is a Non-Employee Director terminates service with the Board for any reason other than death (excluding suicide), Disability or retirement pursuant to the provisions of the Corporation's By-laws, then any Stock Option held

by such optionee shall thereupon terminate, except that such Stock Option held by an employee optionee may be exercised to the extent such Stock Option could have been exercised on the date of cessation of employment for the lesser of three months from the date of termination or the balance of such Stock Option's term if the optionee's employment with the Corporation or any Subsidiary is involuntarily terminated by the optionee's employer without Cause.

(j) Limit on Value of Incentive Stock Options First Exercisable Annually. The aggregate Fair Market Value (determined at the time of grant) of the Stock for which "incentive stock options" within the meaning of
Section 422 of the Code are exercisable for the first time by an optionee during any calendar year under the Plan (and/or any other stock option plans of the Corporation or any Subsidiary) shall not exceed $100,000.

(a) Grant and Exercise When Granted in Conjunction With Stock Options. Stock Appreciation Rights may be granted alone or in conjunction with all or part of any Stock Option granted under the Plan and may contain terms and conditions different from those of the related Stock Option, except as otherwise provided below. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Non-Qualified Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Incentive Stock Option.

A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise provided by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall only be reduced if and to the extent that the number of shares covered by the exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right.

A Stock Appreciation Right may be exercised by an optionee, in accordance with paragraph (c) of this Section 7, by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in paragraph (c) of this Section 7. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

(b) Grant and Exercise When Granted Alone. Stock Appreciation Rights may be granted at the discretion of the Committee in a manner not related to an award of a Stock Option. The Committee shall have the discretion to determine the terms and conditions of any Stock Appreciation Rights not related to a Stock Option Award. A Stock Appreciation Right granted under this Section 7(b) is not exercisable for a period of six months from the date of grant, unless a longer period is otherwise determined by the Committee. The Stock Appreciation Right, granted under Section 7(b), shall be exercisable in accordance with Section 7(c) over a period not to exceed ten years. Any Stock Appreciation Right which is outstanding on the last day of the exercisable period shall be automatically exercised on such date for cash or Common Stock, as determined by the Committee, without any action by the holder if, on that date, the Fair Market Value of the Stock exceeds the exercise price of the Stock Appreciation Right.

(c) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

(i) Stock Appreciation Rights granted pursuant to Section 7(a) shall be exercisable only at such time or times and to the extent that the Stock Options to which the Stock Appreciation Rights relate shall be exercisable in accordance with the provisions of Section 6 and this Section 7 of the Plan; provided, however, that any Stock Appreciation Right granted subsequent to the grant of the related Stock Option shall not be exercisable during the first six months of the term of the Stock Appreciation Right, except that this additional limitation shall not apply in the event of death other than by suicide or Disability of the optionee prior to the expiration of the six-month period.

(ii) Upon the exercise of a Stock Appreciation Right granted pursuant to Section 7(a), an optionee shall be entitled to receive an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the option price per share specified in the related Stock Option, multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment. Upon the exercise of a Stock Appreciation Right granted pursuant to Section 7(b), the holder shall be entitled to receive an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the Fair Market Value of one share of Stock at the date the Stock Appreciation Right was granted multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(iii)No Stock Appreciation Right shall be transferable by the holder, other than by will or the laws of descent and distribution, or be subject to attachment, execution or similar process. All Stock Appreciation Rights shall be exercisable, during the holder's lifetime, only by the holder.

(iv) Upon the exercise of a Stock Appreciation Right granted pursuant to Section 7(a), the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 4 of the Plan on the number of shares of Stock to be issued under the Plan.

(v) A Stock Appreciation Right granted in connection with an Incentive Stock Option pursuant to Section 7(a), may be exercised only if and when the market price of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Stock Option.

(vi) In its sole discretion, the Committee may provide, at the time of grant of a Stock Appreciation Right under this Section 7, that such Stock Appreciation Right can be exercised only in the event of a "Change of Control" (as defined in Section 12 below). Furthermore, the Committee may provide, at the time of grant of any Stock Appreciation Right, that such Stock Appreciation Right can be exercised only upon the attainment of specified performance goals or other such criteria as the Committee may determine in its sole discretion.

(vii)In the discretion of the Committee, if the Plan is approved by the shareholders of the Corporation in accordance with Section 15 of the Plan, a Stock Appreciation Right may provide that any exercise by a Participant of all or a portion of a Stock Appreciation Right for cash, may only be made during the period beginning on the third business day following the date of the Corporation's release of its quarterly or annual summary statements of earnings to the public and ending on the twelfth business day following such date; provided, however, that the foregoing shall not apply to any exercise by a Participant of a Stock Appreciation Right for cash where the date of exercise is automatic or fixed in advance under the Plan and is outside the control of the Participant.

(a) Administration. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the employees of the Corporation and its Subsidiaries and Non-Employee Directors to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price, if any, to be paid by the recipient of Restricted Stock (subject to Section 8(b) hereof), the time or times within which such Awards may be subject to forfeiture, the nature of the restrictions, including any performance requirements, the circumstances under which restrictions will lapse and all other conditions of the Awards. The Committee may also condition the grant of Restricted Stock upon the attainment of specified performance goals, or such other criteria as the Committee may determine, in its sole discretion. The provisions of Restricted Stock Awards need not be the same with respect to each recipient.

(b) Awards and Certificates. The prospective recipient of an Award of shares of Restricted Stock shall not have any rights with respect to such Award, unless and until such recipient has executed an agreement evidencing the Award (a "Restricted Stock Award Agreement") and has delivered a fully executed copy thereof to the Corporation, and has otherwise complied with the then applicable terms and conditions.

(i) Awards of Restricted Stock must be accepted within a period of thirty days (or such shorter period as the Committee may specify) after the Award date by executing a Restricted Stock Award Agreement and paying whatever price, if any, is required.

(ii) Each Participant who is awarded Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock to be held in escrow as described below.

Such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Total System Services, Inc. 2002 Long-Term Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Total System Services, Inc. Copies of such Plan and Agreement are on file in the offices of Total System Services, Inc., 1600 First Avenue, Columbus, Georgia, 31901."

(iii) The Committee shall require that the stock certificate evidencing such shares be held in escrow by Synovus Trust Company ("STC"), or any other escrow agent designated by the Committee until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such Award. In the event the Participant has obtained a loan to purchase the Restricted Stock or to pay any taxes due with respect to the Restricted Stock, STC or other escrow agent shall have the right to require that the shares continue to be held in escrow until such loan is repaid.

(c) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Section 8 shall be subject to the following restrictions and conditions:

(i) Subject to the provisions of this Plan and Restricted Stock Award Agreements, during the period of six months after the Award or such longer period as may be set by the Committee commencing on the grant date (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan. Within these limits, the Committee may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on performance and/or such other factors as the Committee may determine, in its sole discretion. Notwithstanding the foregoing, the minimum Restriction Period for the lapse of all restrictions on Restricted Stock shall be three (3) years.

(ii) Except as provided in paragraph (c)(i) of this Section 8, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Corporation, including the right to receive any dividends, unless the Committee shall declare otherwise at the time of the Award.

Dividends paid in cash with respect to shares of Restricted Stock shall not be subject to any restrictions or subject to forfeiture. Dividends paid in Stock of the Corporation or Stock received in connection with a stock split with respect to Restricted Stock shall be subject to the same restrictions as on such Restricted Stock. Certificates for shares of unrestricted Stock shall be delivered to the Participant promptly after, and only after, the period of forfeiture shall expire without forfeiture in respect of such shares of Restricted Stock and the repayment of any loans obtained to purchase the Restricted Stock or to pay any taxes due with respect to the Restricted Stock.

(iii)Subject to the provisions of the Restricted Stock Award Agreement and this Section 8, upon termination of employment for any reason during the Restriction Period, all shares still subject to restriction (together with any price paid for such shares by the Participant) shall be forfeited by the Participant, unless otherwise determined by the Committee.

(iv) The Committee may, in its sole discretion, waive in whole or in part any or all restrictions with respect to any Participant's shares of Restricted Stock, such as in the event of the Participant's Retirement, Disability or Death or in the other extraordinary, nonrecurring situations.

(a) Administration. Shares of Stock and/or a payment in cash may be distributed under the Plan to an employee upon the attainment of performance objectives, as a Performance Award. The Committee shall determine the employees of the Corporation and its Subsidiaries and Non-Employee Directors to whom Performance Awards are granted, the terms and conditions of the performance objectives, the term of the performance period (the minimum performance period term shall be one year), and the value and form of the payment of the Performance Award.

(b) Performance Objectives. The Committee, in its sole discretion may establish, under this Section 9, performance objectives either in terms of Corporation-wide objectives or in terms of objectives that are related to the specific performance of an employee or a bank, a group, division, department, or Subsidiary within the Corporation in which a Participant who is an employee is employed. A minimum level of performance, at the discretion of the Committee, may be established.

If, at the end of the performance period, the specified objectives have been attained, the Participant is deemed to have fully earned the Performance Award. If such performance objectives are only partially attained, the Participant may be deemed by the Committee to have partly earned the Performance Award and would become eligible to receive a portion of the total Award, as determined by the Committee. If a required minimum level of achievement has not been met, as determined by the Committee, the Participant is entitled to no portion of the Performance Award. If, at the end of the performance period, performance exceeds the target, the Participant, at the Committee's discretion, may receive a multiple of the Performance Award. The Committee may adjust the payment of Awards or the performance objectives if events occur or circumstances arise which would cause a particular payment or set of performance objectives to be inappropriate as a measure of performance.

(c) Terms and Conditions. A Participant to whom a Performance Award has been granted is given performance objectives to be reached over a specified period, the "performance period." Generally this period shall be not less than one year.

Any Participant granted a Performance Award pursuant to this
Section 9 who by reason of death (other than by suicide), Disability or Retirement (or, in the case of a Non-Employee Director, retires from the Board pursuant to the provisions of the Corporation's By-laws) either terminates employment or ceases service as a member of the Board before the end of the performance period is entitled to receive a portion of any earned Performance Award. The Committee, in its discretion, will determine the amount of the Performance Award earned, if any, and the time at which payment will be made.

A Participant who terminates employment for any other reason, including death by suicide, forfeits all rights under the Performance Award.

The Board may amend, alter, or discontinue the Plan at any time, but no amendment, alteration, or discontinuation shall be made which affects an existing Award under the Plan without the optionee's or Participant's consent. If stockholder approval of this Plan is obtained, no amendment, alteration or discontinuation shall be made by the Board which, without the approval of the stockholders, would:

(a) increase the total number of shares reserved for the purpose of the Plan, except as provided for in accordance with Section 4 of the Plan;

(b) decrease the option price of any Stock Option to less than 100% of the Fair Market Value on the date of the granting of the option, except as provided for in accordance with Section 4 of the Plan;

(c) change the Participants or class of Participants eligible to participate in the Plan;

(d) extend the maximum option period under paragraph (b) of Section 6 of the Plan; or

(e) materially increase in any other way the benefits accruing to Participants.

The Committee may amend the terms of any Award or option theretofore granted, prospectively or retroactively, but no such amendment shall affect an existing Award under the Plan without the Participant's consent. In addition, no such amendment shall have the effect of repricing previously granted Stock Options by lowering the exercise price of any previously granted Stock Options, or cancelling outstanding Stock Options with subsequent replacements or regrant of Stock Options with lower exercise prices.

The following provisions shall apply in the event of a "Change of Control," as defined in this Section 11:

(a) Unless otherwise determined by the Committee at grant, in the event of a "Change of Control" as defined in paragraph (c) of this Section 11, the vesting of any outstanding Stock Options, Stock Appreciation Rights, Restricted Stock or Performance Awards shall be accelerated so that all Awards not previously exercisable and vested are fully exercisable and vested.

(b) Unless otherwise determined by the Committee at grant, if a Participant who is an employee terminates employment for any reason following a Change of Control, any outstanding Stock Options, Stock Appreciation Rights, Restricted Stock or Performance Awards granted to the Participant that are not fully exercisable and vested shall become fully exercisable and vested as of the date of such termination of employment and any obligations to pay amounts to the Corporation or any Subsidiary in connection with an Award shall be terminated as of the date of such termination of employment.

(c) For purposes of this Section 11, a "Change of Control" means the happening of any of the following:

(i) when any "person," as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Corporation or a Subsidiary or any Corporation employee benefit plan (including its trustee)), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Corporation representing 20% or more of the combined voting power of the Corporation's then outstanding securities;

(ii) the occurrence of a transaction requiring stockholder approval for the acquisition of the Corporation by an entity other than the Corporation or a Subsidiary through purchase of assets, or by merger, or otherwise; or

(iii)the filing of an application with any regulatory authority having jurisdiction over the ownership of the Corporation by any "person," as defined in the preceding paragraph, to acquire 20% or more of the combined voting power of the Corporation's then outstanding securities.

(d) For purposes of this Section 11, a "Change of Control" shall not result from any transaction precipitated by the Corporation's insolvency, appointment of a conservator, or determination by a regulatory agency that the Corporation is insolvent, nor from any transaction initiated by the Corporation in regard to creating a holding company of which the Corporation would be a primary entity, nor from any transaction initiated by the Corporation in regard to converting from a publicly traded company to a privately held company.

(a) All certificates for shares of Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Commission, any stock exchange upon which the Stock is then listed, and any applicable Federal or state securities or other laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b) Nothing set forth in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The Corporation and its Subsidiaries specifically reserve the right to terminate (whether by dismissal, discharge, retirement or otherwise) any Participant's employment with the Company or a Subsidiary at any time at will. Neither the granting of an Award nor the adoption of the Plan shall confer upon any employee of the Corporation or its Subsidiaries any right to continued employment with the Corporation or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Corporation or a Subsidiary to terminate the employment of any of its employees at any time.

(c) Each Participant shall, no later than the date as of which the value of an Award first becomes includable in the gross income of the Participant for Federal income tax purposes, pay to the Corporation, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to the Award. The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements and the Corporation (and, where applicable, its Subsidiaries), shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. A Participant may irrevocably elect to have the withholding tax obligations or, in the case of all Awards hereunder except Stock Options which have related Option Price Adjustment Rights or Stock Appreciation Rights, if the Committee so determines, any additional tax obligation with respect to any Awards hereunder satisfied by (a) having the Corporation withhold shares of Stock otherwise deliverable to the Participant with respect to the Award or
(b) delivering to the Corporation shares of unrestricted Stock; provided, however, that if the Participant is an "officer" of the Corporation within the meaning of Section 16 of the Exchange Act, no such election shall be made (i) unless the Plan has been approved by shareholders in accordance with Section 15 of the Plan and (ii) such election is made either (a) during one of the

"window" periods described in section (c)(3)(iii) of Rule 16b-3 promulgated under the Exchange Act, or (b) at least six months prior to the date income is recognized with respect to the Award.

(d) No members of the Board or the Committee, nor any officer or employee of the Corporation acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Corporation acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Corporation in respect of any such action, determination or interpretation provided such individual first gives the Corporation an opportunity, at its own expense, to handle and defend any legal action before such individual undertakes to handle and defend such legal action.

(e) The existence of Stock Options, Stock Appreciation Rights, Restricted Stock and Performance Awards shall not affect the right or power of the Corporation and its shareholders to make adjustments, recapitalizations, reorganizations, or other changes to the Corporation's capital structure or its business; issue bonds, debentures, preferred or prior preference stocks affecting the Corporation's Common Stock or the rights thereof; dissolve or liquidate the Corporation, or sell or transfer any part of its assets or business; or any other corporate act, whether of a similar character or otherwise.

(f) The validity, interpretation, and administration of the Plan and of any rules, regulations, determinations, or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of Georgia, except where those laws may be superseded by the laws of the United States of America. Without limiting the generality of the foregoing, the period within which any action in connection with the Plan must be commenced shall be governed by the laws of the State of Georgia.

(g) The obligation of the Corporation to make payment of Awards in Stock shall be subject to all applicable laws, rules and regulations, and to such approvals by government agencies as may be required. The Corporation shall be under no obligation to register under the Securities Act of 1933, as amended from time to time ("1993 Act"), any of the shares of Stock paid under the Plan. If the Stock paid under the Plan may in certain circumstances be exempt from registration under the 1933 Act, the Corporation may restrict the transfer of such Stock in such manner as it deems advisable to ensure the availability of any such exemption.

The Committee, in its sole discretion, at any time may authorize special cash Awards to Participants to enable them to fund the exercise price of a Stock Option or any taxes that must be paid or withheld upon the exercise of a Stock Option or Stock Appreciation Right to fund the purchase price (if any) of Restricted Stock or any taxes that must be paid or withheld with respect to Restricted Stock, or to fund any taxes that must be paid or withheld with respect to any Performance Award. The Committee in its sole discretion, at any time, may assist a Participant in obtaining a loan for any funds required in connection with any aspect of the Plan, including without limitation the exercise or purchase price of any Award and any taxes that must be paid or withheld in connection with any Award.

It is the intent of the Board that the accounting expenses for any Awards under this Plan to employees of Subsidiaries be charged to the Subsidiaries employing such employees and not to the Corporation. The Board of Directors and the Committee shall have the right to adopt any policies and procedures required in order to carry out this intent.

The Plan shall become effective upon the earlier of its adoption by the Board of Directors or by the Executive Committee of the Board of Directors; provided, however, that Incentive Stock Options awarded hereunder shall be automatically converted into Non-Qualified Stock Options if shareholder approval of the Plan is not obtained within twelve months of the Plan's effective date.

No Stock Option, Stock Appreciation Right, Restricted Stock or Performance Award shall be granted pursuant to the Plan on or after the tenth anniversary of the effective date of the Plan, but Awards theretofore granted may extend beyond that date.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be signed by its duly authorized officers effective as of this 1st day of March, 2002.

TOTAL SYSTEM SERVICES, INC.

By:/s/G.Sanders Griffith, III

Title:Senior Executive Vice President
      General Counsel and Secretary

SYNOVUS FINANCIAL CORP.
2002 LONG-TERM INCENTIVE PLAN

The name of this plan is the Synovus Financial Corp. 2002 Long-Term Incentive Plan (the "Plan"). The purpose of the Plan is to enable Synovus Financial Corp. (the "Corporation") and its Subsidiaries to attract, retain, motivate, and reward employees and non-employee directors who make a significant contribution to the Corporation's long-term success, and to enable such employees and non-employee directors to acquire and maintain an equity interest in Synovus Financial Corp.

For purposes of the Plan, the following terms shall be defined as set forth below:

a. "Award" means any award of Stock Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards, whether in cash or stock or a combination thereof, authorized by the Committee under this Plan.

b. "Board" means the Board of Directors of the Corporation or the Executive Committee of the Board of Directors of the Corporation.

c. "Cause" means a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, or a Participant's willful misconduct, dishonesty, embezzlement, fraud, deceit or civil rights violations, any of which acts cause the Corporation or any Subsidiary liability or loss, as determined by the Board.

d. "Code" means the Internal Revenue Code of 1986, as amended, or any successor thereto.

e. "Committee" means the Compensation Committee, or any other committee of the Board appointed for the purpose of administering the Plan, which committee shall consist exclusively of two or more Disinterested Persons, at least two of whom are directors of both the Corporation and of TSYS. In the context of Awards made to employees of TSYS, the term "Committee" shall mean only those members of the Committee who are directors of both the Corporation and of TSYS.

f. "Commission" means the Securities and Exchange Commission.

g. "Corporation" means Synovus Financial Corp.

h. "Disability" means total and permanent physical or mental disability or incapacity of an employee to fulfill at any time or from time to time his normal duties as an employee, as certified in writing by two competent physicians, one of which shall be selected by the Committee and the other of which shall be selected by the employee or his duly appointed guardian or legal or personal representative. In addition, for purposes of determining Disability as it applies to any Incentive Stock Option, the term "Disability" shall be interpreted consistently with Code Sections 421-424.

i. "Disinterested Person" is a person who meets both (i) the definition of "disinterested person" as set forth in Rule 16b-3 as promulgated by the Commission under the Exchange Act, or any successor

definition adopted by the Commission, and (ii) the definition of "outside director" as set forth in Code Section 162(m), as amended from time to time.

j. "Early Retirement" means retirement from active employment with the Corporation or any Subsidiary pursuant to the early retirement provisions of the applicable Corporation or Subsidiary pension plan.

k. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto.

l. "Fair Market Value" means, as of any given date, the closing price of the Stock on such date (or if no transactions were reported on such date on the next preceding date on which transactions were so reported) in the principal market in which such Stock is traded on such date as reported in The Wall Street Journal (or any other publication designated by the Committee) except that, with respect to grants of Restricted Stock, "Fair Market Value" for Restricted Stock on the date of grant shall be determined as of the time and date of the Restricted Stock grant by the Compensation Committee.

m. "Incentive Stock Option" means any Stock Option intended to be and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

n. "Non-Employee Director" means a member of the Board who is not an employee of the Corporation or its Subsidiaries.

o. "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

p. "Normal Retirement" means retirement from active employment with the Corporation or any Subsidiary on or after the normal retirement date specified in the applicable Corporation or Subsidiary pension plan.

q. "Participant" means any employee of the Corporation and its Subsidiaries or Non-Employee Director designated by the Committee to receive an Award under the Plan.

r. "Performance Award" means an award of shares of Stock or cash to a Participant pursuant to Section 9 contingent upon achieving certain performance goals.

s. "Plan" means this Synovus Financial Corp. 2002 Long-Term Incentive Plan.

t. "Restricted Stock" means an award of shares of Stock that are subject to restrictions under Section 8.

u. "Retirement" means Normal or Early Retirement under the applicable Corporation or Subsidiary pension plan.

v. "Stock" means the common stock of the Corporation or any successor corporation.

w. "Stock Appreciation Right" means a right granted under Section 7, which entitles the holder to receive a cash payment or an award of Stock or, if applicable, as a credit against the purchase price of a related Stock Option, in an amount equal to the difference between
(i) the Fair Market Value of the Stock covered by such right at the date the right is granted and (ii) the Fair Market Value

of the Stock covered by such right at the date the right is exercised, unless otherwise determined by the Committee pursuant to
Section 7, multiplied by the number of shares covered by the right.

x. "Stock Option" means any option to purchase shares of Stock granted to Participants pursuant to Section 6.

y. "Subsidiary" means any corporation (other than Synovus Financial Corp.) in an unbroken chain of corporations beginning with the Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

z. "TSYS" means Total System Services, Inc., a Subsidiary of the Corporation of which approximately 19% of the stock is publicly held.

The Plan shall be administered by the Committee, at least two of whom are directors of both the Corporation and of TSYS, which Committee shall at all times consist of not less than two Disinterested Persons,. Whenever under this Plan, any act or decision is to be made with respect to Awards made to employees of TSYS, including without limitation the selection of TSYS employees for the grant of Awards and the establishment, administration and certification of attainment of relevant performance goals, if any, such act or decision shall be made by, and the term "Committee" in that context shall mean, only those members of the Committee who are directors of both the Corporation and of TSYS.

The Committee shall have the power and authority to grant to eligible Participants, pursuant to the terms of the Plan: (i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock; or (iv) Performance Awards.

In particular, the Committee shall have the authority:

(i) to select the employees of the Corporation and its Subsidiaries and Non-Employee Directors to whom Stock Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards or a combination of the foregoing from time to time will be granted hereunder;

(ii) to grant Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards, or a combination of the foregoing, hereunder;

(iii) to determine the number of shares of Stock to be covered by each such Award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder including, but not limited to, any restriction on any Award and/or the shares of Stock relating thereto based on performance and/or such other factors as the Committee may determine, in its sole discretion, and any vesting acceleration features based on performance and/or such other factors as the Committee may determine, in its sole discretion;

(v) to determine whether, to what extent and under what circumstances Stock and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at

the election of a Participant, including providing for and determining the amount (if any) of deemed earnings on any deferred amount during any deferral period.

Subject to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan.

All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Corporation and all Plan Participants.

The total number of shares of Stock reserved and available for distribution under the Plan shall be 14,000,000. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares.

If any shares of Stock that have been subject to option cease to be subject to option without having been exercised, or if any shares subject to any Restricted Stock, Stock Appreciation Rights, or Performance Awards granted hereunder are forfeited or such Awards are otherwise terminated without having been exercised, such shares shall again be available for distribution in connection with future Awards under the Plan in each case to the full extent available pursuant to the rules and interpretations of the Securities and Exchange Commission under
Section 16 of the Exchange Act. In the event that prior to the Award's cancellation, termination, expiration, or lapse, the holder of the Award at any time received one or more "benefits of ownership" pursuant to such Award (as defined by the Securities and Exchange Commission, pursuant to any rule or interpretation promulgated under Section 16 of the Exchange Act), the Stock subject to such Award shall not be available for regrant under the Plan.

In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, a substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding Stock Options granted under the Plan and in the number of shares subject to Stock Appreciation Rights, Restricted Stock or Performance Awards granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion, in order to preserve each Participant's rights substantially proportionate to the Participant's rights existing prior to such event, provided that the number of shares subject to any Award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Corporation upon the exercise of any Stock Appreciation Rights associated with any Stock Option the price of which is adjusted.

Notwithstanding any provision in the Plan to the contrary, the maximum number of shares of Stock with respect to one or more Awards that may be granted to any one Participant in any calendar year shall be 2,000,000.

Any employee of the Corporation or any of its Subsidiaries or any Non-Employee Director is eligible to be granted Stock Options, Stock Appreciation Rights, Restricted Stock or Performance Awards. The Participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those

4 eligible, and the Committee shall determine, in its sole discretion, the number of shares covered by each Award or grant.

Stock Options may be granted either alone or in addition to other Awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve, and the provisions of Stock Option Awards need not be the same with respect to each optionee.

The Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options (subject to the provisions of Section 15 of the Plan) and (ii) Non-Qualified Stock Options.

The Committee shall have the authority to grant any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without Option Price Adjustment Rights or Stock Appreciation Rights); provided, however, that Non-Employee Directors shall be eligible to receive only Non-Qualified Stock Options, and shall not be eligible to receive Incentive Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option.

Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code.

Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant. The option price per share of Stock may be equal to or more or less than the Fair Market Value of the Stock on the date of grant, except that the option price for any Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Stock on the date of the grant of the Stock Option (determined without regard to any Stock Appreciation Rights). If the option is an Incentive Stock Option and if the employee to whom the Incentive Stock Option is granted owns directly or indirectly more than 10% of the total combined voting power of all classes of Stock immediately before the grant of the option, then the option price per share of Stock must be at least 110% of the Fair Market Value of the Stock on the date of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years after the date such Stock Option is granted. If the option is an Incentive Stock Option and if the employee to whom the Incentive Stock Option is granted owns directly or indirectly more than 10% of the total combined voting power of all classes of Stock immediately before the grant of the option, then the term of the option may not exceed five years.

(c) Exercisability. Subject to paragraph (j) of this Section 6 with respect to Incentive Stock Options, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant, provided, however, that except as provided in paragraphs (f) and (g) of Section 6, unless a longer vesting period is otherwise determined by the

Committee at grant, no Stock Option shall be exercisable for a period of six months after the date of the grant of the option. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provision at any time in whole or in part based on performance and/or such other factors as the Committee may determine in its sole discretion.

(d) Method of Exercise. Stock Options may be exercised in whole or in part at any time during the exercise period described in Section 6(c) by giving written notice of exercise to the Corporation specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Committee. If approved and as determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the form of unrestricted Stock owned by the optionee (based on the Fair Market Value of the Stock on the date the option is exercised, as determined by the Committee). Payment of the exercise price of a Stock Option and any withholding tax due at exercise also may be made through any program or procedure (including but not limited to a broker-dealer cashless exercise program) if approved by the Committee. No shares of Stock resulting from the exercise of a Stock Option shall be issued until full payment therefor has been made. An optionee shall have the rights to dividends or other rights of a stockholder with respect to shares subject to the option when the optionee has given written notice of exercise and has paid in full for such shares.

(e) Transferability of Options.

(1) Incentive Stock Options. No Incentive Stock Option shall be transferable by the optionee, otherwise than by will or by the laws of descent and distribution, or be subject to attachment, execution or similar process. All Incentive Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee.

(2) Non-Qualified Stock Options. Non-Qualified Stock Options shall likewise be non-transferable by the optionee, otherwise than by will or by the laws of descent and distribution, and not subject to attachment, execution or similar process; provided, however, that the Committee may by resolution or after grant designate existing or future Non-Qualified Stock Options as "transferable," meaning that the optionee may sign an agreement which transfers all or a portion of such Non-Qualified Stock Option (either exercisable or non-exercisable) to (A) a member of the optionee's Immediate Family, (B) any trust or trusts in which members of the optionee's Immediate Family have more than a fifty percent (50%) beneficial interest, (C) any entity in which optionee and/or members of the optionee's Immediate Family own more than fifty percent (50%) of the voting interests, or (D) any foundation in which optionee and/or optionee's Immediate Family members control the management of the foundation's assets, subject to such terms and conditions as the Committee may establish. The form of agreement pursuant to which such options are transferred must be approved by the Committee and executed by the optionee, transferee and the Company. Following transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, except that the term "optionee" shall be deemed to refer to the transferee subject to any terms and conditions established by the Committee. Subsequent transfers of such transferred options shall be prohibited, except by will or the laws of descent and distribution. For purposes of this Subsection, "Immediate Family" means the optionee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, mother-in-law, father-in-law,

son-in-law, daughter-in-law, brother-in-law, sister-in-law, nephew or niece of the optionee (including by adoption), and any person sharing the optionee's household (other than a tenant or employee).

(f) Termination by Death (other than by suicide). Unless otherwise determined by the Committee at or after grant, if: (i) any optionee who is an employee terminates employment with the Corporation or any Subsidiary by reason of death (other than by suicide), or (ii) any optionee who is a Non-Employee Director terminates service on the Board by reason of death (other than by suicide), then any Stock Option held by such optionee may thereafter be immediately exercised, to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee of the optionee under the will of the optionee until the expiration of the stated term of such Stock Option.

(g) Termination by Reason of Disability. Unless otherwise determined by the Committee at or after grant, if: (i) any optionee who is an employee terminates employment with the Corporation or any Subsidiary by reason of Disability, or (ii) any optionee who is a Non-Employee Director terminates service on the Board by reason of Disability, then any Stock Option held by such optionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the Committee shall determine at or after grant), until the expiration of the stated term of such Stock Option. In the event of termination of employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(h) Termination by Reason of Retirement. Unless otherwise determined by the Committee at or after grant, if: (i) any optionee who is an employee terminates employment with the Corporation or any Subsidiary by reason of Normal or Early Retirement, or (ii) any optionee who is a Non-Employee Director retires from the Board pursuant to the provisions of the Corporation's By-laws, then any Stock Option held by such optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after the expiration of the stated term of such Stock Option; and, provided that if the optionee dies within such period any unexercised Stock Option held by such optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death (or on such accelerated basis as the Committee shall determine at or after grant), for the remainder of the stated term of the Stock Option. In the event of termination of employment of an optionee who is an employee by reason of Retirement, if an Incentive Stock Option is exercised after the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(i) Other Termination. Unless otherwise determined by the Committee at or after grant, if: (i) an optionee who is an employee terminates employment with the Corporation or any Subsidiary for Cause or for death by reason of suicide or for any reason other than Disability or Normal or Early Retirement or death other than by suicide, or (ii) any optionee who is a Non-Employee Director terminates service with the Board for any reason other than death (excluding suicide), Disability or retirement pursuant to the provisions of the Corporation's By-laws, then any Stock Option held by such optionee shall thereupon terminate, except that such Stock Option held by an employee optionee may be exercised to the extent such Stock Option could have been exercised on the date of cessation of employment for the lesser of three months from the date of termination or the balance of such Stock Option's term if the optionee's employment with the Corporation or any Subsidiary is involuntarily terminated by the optionee's employer without Cause.

(j) Limit on Value of Incentive Stock Options First Exercisable Annually. The aggregate Fair Market Value (determined at the time of grant) of the Stock for which "incentive stock options" within the meaning of
Section 422 of the Code are exercisable for the first time by an optionee during any calendar year under the Plan (and/or any other stock option plans of the Corporation or any Subsidiary) shall not exceed $100,000.

(a) Grant and Exercise When Granted in Conjunction With Stock Options. Stock Appreciation Rights may be granted alone or in conjunction with all or part of any Stock Option granted under the Plan and may contain terms and conditions different from those of the related Stock Option, except as otherwise provided below. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Non-Qualified Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Incentive Stock Option.

A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise provided by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall only be reduced if and to the extent that the number of shares covered by the exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right.

A Stock Appreciation Right may be exercised by an optionee, in accordance with paragraph (c) of this Section 7, by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in paragraph (c) of this Section 7. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

(b) Grant and Exercise When Granted Alone. Stock Appreciation Rights may be granted at the discretion of the Committee in a manner not related to an award of a Stock Option. The Committee shall have the discretion to determine the terms and conditions of any Stock Appreciation Rights not related to a Stock Option Award. A Stock Appreciation Right granted under this Section 7(b) is not exercisable for a period of six months from the date of grant, unless a longer period is otherwise determined by the Committee. The Stock Appreciation Right, granted under Section 7(b), shall be exercisable in accordance with Section 7(c) over a period not to exceed ten years. Any Stock Appreciation Right which is outstanding on the last day of the exercisable period shall be automatically exercised on such date for cash or Common Stock, as determined by the Committee, without any action by the holder if, on that date, the Fair Market Value of the Stock exceeds the exercise price of the Stock Appreciation Right.

(c) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

(i) Stock Appreciation Rights granted pursuant to Section 7(a) shall be exercisable only at such time or times and to the extent that the Stock Options to which the Stock Appreciation Rights relate shall be exercisable in accordance with the provisions of Section 6 and this Section 7 of the Plan; provided, however, that any Stock Appreciation Right granted subsequent to the grant of the related Stock Option shall not be exercisable during the first six months of the term of the Stock Appreciation Right, except that this additional limitation shall not apply in the event of death other than by suicide or Disability of the optionee prior to the expiration of the six-month period.

(ii) Upon the exercise of a Stock Appreciation Right granted pursuant to Section 7(a), an optionee shall be entitled to receive an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the option price per share specified in the related Stock Option, multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment. Upon the exercise of a Stock Appreciation Right granted pursuant to Section 7(b), the holder shall be entitled to receive an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the Fair Market Value of one share of Stock at the date the Stock Appreciation Right was granted multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(iii)No Stock Appreciation Right shall be transferable by the holder, other than by will or the laws of descent and distribution, or be subject to attachment, execution or similar process. All Stock Appreciation Rights shall be exercisable, during the holder's lifetime, only by the holder.

(iv) Upon the exercise of a Stock Appreciation Right granted pursuant to Section 7(a), the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 4 of the Plan on the number of shares of Stock to be issued under the Plan.

(v) A Stock Appreciation Right granted in connection with an Incentive Stock Option pursuant to Section 7(a), may be exercised only if and when the market price of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Stock Option.

(vi) In its sole discretion, the Committee may provide, at the time of grant of a Stock Appreciation Right under this Section 7, that such Stock Appreciation Right can be exercised only in the event of a "Change of Control" (as defined in Section 12 below). Furthermore, the Committee may provide, at the time of grant of any Stock Appreciation Right, that such Stock Appreciation Right can be exercised only upon the attainment of specified performance goals or other such criteria as the Committee may determine in its sole discretion.

(vii)In the discretion of the Committee, if the Plan is approved by the shareholders of the Corporation in accordance with Section 15 of the Plan, a Stock Appreciation Right may provide that any exercise by a Participant of all or a portion of a Stock Appreciation Right for cash, may only be made during the period beginning on the

third business day following the date of the Corporation's release of its quarterly or annual summary statements of earnings to the public and ending on the twelfth business day following such date; provided, however, that the foregoing shall not apply to any exercise by a Participant of a Stock Appreciation Right for cash where the date of exercise is automatic or fixed in advance under the Plan and is outside the control of the Participant.

(a) Administration. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the employees of the Corporation and its Subsidiaries and Non-Employee Directors to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price, if any, to be paid by the recipient of Restricted Stock (subject to Section 8(b) hereof), the time or times within which such Awards may be subject to forfeiture, the nature of the restrictions, including any performance requirements, the circumstances under which restrictions will lapse and all other conditions of the Awards. The Committee may also condition the grant of Restricted Stock upon the attainment of specified performance goals, or such other criteria as the Committee may determine, in its sole discretion. The provisions of Restricted Stock Awards need not be the same with respect to each recipient.

(b) Awards and Certificates. The prospective recipient of an Award of shares of Restricted Stock shall not have any rights with respect to such Award, unless and until such recipient has executed an agreement evidencing the Award (a "Restricted Stock Award Agreement") and has delivered a fully executed copy thereof to the Corporation, and has otherwise complied with the then applicable terms and conditions.

(i) Awards of Restricted Stock must be accepted within a period of thirty days (or such shorter period as the Committee may specify) after the Award date by executing a Restricted Stock Award Agreement and paying whatever price, if any, is required.

(ii) Each Participant who is awarded Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock to be held in escrow as described below.

Such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Synovus Financial Corp. 2002 Long-Term Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Synovus Financial Corp. Copies of such Plan and Agreement are on file in the offices of Synovus Financial Corp., One Arsenal Place, 901 Front Avenue, Suite 301, Columbus, Georgia, 31901."

(iii)The Committee shall require that the stock certificate evidencing such shares be held in escrow by Synovus Trust Company ("STC"), or any other escrow agent designated by the Committee until the restrictions thereon shall have lapsed, and that, as a

condition of any Restricted Stock Award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such Award. In the event the Participant has obtained a loan to purchase the Restricted Stock or to pay any taxes due with respect to the Restricted Stock, STC or other escrow agent shall have the right to require that the shares continue to be held in escrow until such loan is repaid.

(c) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Section 8 shall be subject to the following restrictions and conditions:

(i) Subject to the provisions of this Plan and Restricted Stock Award Agreements, during the period of six months after the Award or such longer period as may be set by the Committee commencing on the grant date (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan. Within these limits, the Committee may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on performance and/or such other factors as the Committee may determine, in its sole discretion. Notwithstanding the foregoing, the minimum Restriction Period for the lapse of all restrictions on Restricted Stock shall be three (3) years.

(ii) Except as provided in paragraph (c)(i) of this Section 8, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Corporation, including the right to receive any dividends, unless the Committee shall declare otherwise at the time of the Award.

Dividends paid in cash with respect to shares of Restricted Stock shall not be subject to any restrictions or subject to forfeiture. Dividends paid in Stock of the Corporation or Stock received in connection with a stock split with respect to Restricted Stock shall be subject to the same restrictions as on such Restricted Stock. Certificates for shares of unrestricted Stock shall be delivered to the Participant promptly after, and only after, the period of forfeiture shall expire without forfeiture in respect of such shares of Restricted Stock and the repayment of any loans obtained to purchase the Restricted Stock or to pay any taxes due with respect to the Restricted Stock.

(iii)Subject to the provisions of the Restricted Stock Award Agreement and this Section 8, upon termination of employment for any reason during the Restriction Period, all shares still subject to restriction (together with any price paid for such shares by the Participant) shall be forfeited by the Participant, unless otherwise determined by the Committee.

(iv) The Committee may, in its sole discretion, waive in whole or in part any or all restrictions with respect to any Participant's shares of Restricted Stock, such as in the event of the Participant's Retirement, Disability or Death or in the other extraordinary, nonrecurring situations.

(a) Administration. Shares of Stock and/or a payment in cash may be distributed under the Plan to an employee upon the attainment of performance objectives, as a Performance Award. The

Committee shall determine the employees of the Corporation and its Subsidiaries and Non-Employee Directors to whom Performance Awards are granted, the terms and conditions of the performance objectives, the term of the performance period (the minimum performance period term shall be one year), and the value and form of the payment of the Performance Award.

(b) Performance Objectives. The Committee, in its sole discretion may establish, under this Section 9, performance objectives either in terms of Corporation-wide objectives or in terms of objectives that are related to the specific performance of an employee or a bank, a group, division, department, or Subsidiary within the Corporation in which a Participant who is an employee is employed. A minimum level of performance, at the discretion of the Committee, may be established.

If, at the end of the performance period, the specified objectives have been attained, the Participant is deemed to have fully earned the Performance Award. If such performance objectives are only partially attained, the Participant may be deemed by the Committee to have partly earned the Performance Award and would become eligible to receive a portion of the total Award, as determined by the Committee. If a required minimum level of achievement has not been met, as determined by the Committee, the Participant is entitled to no portion of the Performance Award. If, at the end of the performance period, performance exceeds the target, the Participant, at the Committee's discretion, may receive a multiple of the Performance Award. The Committee may adjust the payment of Awards or the performance objectives if events occur or circumstances arise which would cause a particular payment or set of performance objectives to be inappropriate as a measure of performance.

(c) Terms and Conditions. A Participant to whom a Performance Award has been granted is given performance objectives to be reached over a specified period, the "performance period." Generally this period shall be not less than one year.

Any Participant granted a Performance Award pursuant to this
Section 9 who by reason of death (other than by suicide), Disability or Retirement (or, in the case of a Non-Employee Director, retires from the Board pursuant to the provisions of the Corporation's By-laws) either terminates employment or ceases service as a member of the Board before the end of the performance period is entitled to receive a portion of any earned Performance Award. The Committee, in its discretion, will determine the amount of the Performance Award earned, if any, and the time at which payment will be made.

A Participant who terminates employment for any other reason, including death by suicide, forfeits all rights under the Performance Award.

The Board may amend, alter, or discontinue the Plan at any time, but no amendment, alteration, or discontinuation shall be made which affects an existing Award under the Plan without the optionee's or Participant's consent. If stockholder approval of this Plan is obtained, no amendment, alteration or discontinuation shall be made by the Board which, without the approval of the stockholders, would:

(a) increase the total number of shares reserved for the purpose of the Plan, except as provided for in accordance with Section 4 of the Plan;

(b) decrease the option price of any Stock Option to less than 100% of the Fair Market Value on the date of the granting of the option, except as provided for in accordance with Section 4 of the Plan;

(c) change the Participants or class of Participants eligible to participate in the Plan;

(d) extend the maximum option period under paragraph (b) of Section 6 of the Plan; or

(e) materially increase in any other way the benefits accruing to Participants.

The Committee may amend the terms of any Award or option theretofore granted, prospectively or retroactively, but no such amendment shall affect an existing Award under the Plan without the Participant's consent. In addition, no such amendment shall have the effect of repricing previously granted Stock Options by lowering the exercise price of any previously granted Stock Options, or cancelling outstanding Stock Options with subsequent replacements or regrant of Stock Options with lower exercise prices.

The following provisions shall apply in the event of a "Change of Control," as defined in this Section 11:

(a) Unless otherwise determined by the Committee at grant, in the event of a "Change of Control" as defined in paragraph (c) of this Section 11, the vesting of any outstanding Stock Options, Stock Appreciation Rights, Restricted Stock or Performance Awards shall be accelerated so that all Awards not previously exercisable and vested are fully exercisable and vested.

(b) Unless otherwise determined by the Committee at grant, if a Participant who is an employee terminates employment for any reason following a Change of Control, any outstanding Stock Options, Stock Appreciation Rights, Restricted Stock or Performance Awards granted to the Participant that are not fully exercisable and vested shall become fully exercisable and vested as of the date of such termination of employment and any obligations to pay amounts to the Corporation or any Subsidiary in connection with an Award shall be terminated as of the date of such termination of employment.

(c) For purposes of this Section 11, a "Change of Control" means the happening of any of the following:

(i) when any "person," as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Corporation or a Subsidiary or any Corporation employee benefit plan (including its trustee)), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Corporation representing 20% or more of the combined voting power of the Corporation's then outstanding securities;

(ii) the occurrence of a transaction requiring stockholder approval for the acquisition of the Corporation by an entity other than the Corporation or a Subsidiary through purchase of assets, or by merger, or otherwise;

(iii)the filing of an application with any regulatory authority having jurisdiction over the ownership of the Corporation by any "person," as defined in the preceding paragraph,

to acquire 20% or more of the combined voting power of the Corporation's then outstanding securities; or

(iv) the occurrence of a "Triggering Event" as such term is defined in the Rights Agreement dated April 28, 1999, by and between the Corporation and Trust Company Bank, the provisions of which are incorporated herein by this reference.

(d) For purposes of this Section 11, a "Change of Control" shall not result from any transaction precipitated by the Corporation's insolvency, appointment of a conservator, or determination by a regulatory agency that the Corporation is insolvent, nor from any transaction initiated by the Corporation in regard to creating a holding company of which the Corporation would be a primary entity, nor from any transaction initiated by the Corporation in regard to converting from a publicly traded company to a privately held company.

(a) All certificates for shares of Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Commission, any stock exchange upon which the Stock is then listed, and any applicable Federal or state securities or other laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b) Nothing set forth in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The Corporation and its Subsidiaries specifically reserve the right to terminate (whether by dismissal, discharge, retirement or otherwise) any Participant's employment with the Company or a Subsidiary at any time at will. Neither the granting of an Award nor the adoption of the Plan shall confer upon any employee of the Corporation or its Subsidiaries any right to continued employment with the Corporation or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Corporation or a Subsidiary to terminate the employment of any of its employees at any time.

(c) Each Participant shall, no later than the date as of which the value of an Award first becomes includable in the gross income of the Participant for Federal income tax purposes, pay to the Corporation, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to the Award. The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements and the Corporation (and, where applicable, its Subsidiaries), shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. A Participant may irrevocably elect to have the withholding tax obligations or, in the case of all Awards hereunder except Stock Options which have related Option Price Adjustment Rights or Stock Appreciation Rights, if the Committee so determines, any additional tax obligation with respect to any Awards hereunder satisfied by (a) having the Corporation withhold shares of Stock otherwise deliverable to the Participant with respect to the Award or
(b) delivering to the Corporation shares of unrestricted Stock; provided, however, that if the Participant is an "officer" of the Corporation within the meaning of Section 16 of the Exchange Act, no such election shall be made (i) unless the Plan has been approved by shareholders in

accordance with Section 15 of the Plan and (ii) such election is made either (a) during one of the "window" periods described in section
(c)(3)(iii) of Rule 16b-3 promulgated under the Exchange Act, or (b) at least six months prior to the date income is recognized with respect to the Award.

(d) No members of the Board or the Committee, nor any officer or employee of the Corporation acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Corporation acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Corporation in respect of any such action, determination or interpretation provided such individual first gives the Corporation an opportunity, at its own expense, to handle and defend any legal action before such individual undertakes to handle and defend such legal action.

(e) The existence of Stock Options, Stock Appreciation Rights, Restricted Stock and Performance Awards shall not affect the right or power of the Corporation and its shareholders to make adjustments, recapitalizations, reorganizations, or other changes to the Corporation's capital structure or its business; issue bonds, debentures, preferred or prior preference stocks affecting the Corporation's Common Stock or the rights thereof; dissolve or liquidate the Corporation, or sell or transfer any part of its assets or business; or any other corporate act, whether of a similar character or otherwise.

(f) The validity, interpretation, and administration of the Plan and of any rules, regulations, determinations, or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of Georgia, except where those laws may be superseded by the laws of the United States of America. Without limiting the generality of the foregoing, the period within which any action in connection with the Plan must be commenced shall be governed by the laws of the State of Georgia.

(g) The obligation of the Corporation to make payment of Awards in Stock shall be subject to all applicable laws, rules and regulations, and to such approvals by government agencies as may be required. The Corporation shall be under no obligation to register under the Securities Act of 1933, as amended from time to time ("1993 Act"), any of the shares of Stock paid under the Plan. If the Stock paid under the Plan may in certain circumstances be exempt from registration under the 1933 Act, the Corporation may restrict the transfer of such Stock in such manner as it deems advisable to ensure the availability of any such exemption.

The Committee, in its sole discretion, at any time may authorize special cash Awards to Participants to enable them to fund the exercise price of a Stock Option or any taxes that must be paid or withheld upon the exercise of a Stock Option or Stock Appreciation Right to fund the purchase price (if any) of Restricted Stock or any taxes that must be paid or withheld with respect to Restricted Stock, or to fund any taxes that must be paid or withheld with respect to any Performance Award. The Committee in its sole discretion, at any time, may assist a Participant in obtaining a loan for any funds required in connection with any aspect of the Plan, including without limitation the exercise or purchase price of any Award and any taxes that must be paid or withheld in connection with any Award.

It is the intent of the Board that the accounting expenses for any Awards under this Plan to employees of Subsidiaries be charged to the Subsidiaries employing such employees and not to the Corporation. The Board of Directors and the Committee shall have the right to adopt any policies and procedures required in order to carry out this intent.

The Plan shall become effective upon the earlier of its adoption by the Board of Directors or by the Executive Committee of the Board of Directors; provided, however, that Incentive Stock Options awarded hereunder shall be automatically converted into Non-Qualified Stock Options if shareholder approval of the Plan is not obtained within twelve months of the Plan's effective date.

No Stock Option, Stock Appreciation Right, Restricted Stock or Performance Award shall be granted pursuant to the Plan on or after the tenth anniversary of the effective date of the Plan, but Awards theretofore granted may extend beyond that date.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be signed by its duly authorized officers effective as of this 1st day of March, 2002.

SYNOVUS FINANCIAL CORP.

By:/s/G. Sanders Griffith, III

Title: Senior Executive Vice President
       General Counsel and Secretary

SYNOVUS FINANCIAL CORP./TOTAL SYSTEM SERVICES, INC.

DEFERRED COMPENSATION PLAN

PLAN DOCUMENT

I. INTRODUCTION

A. Purpose of Plan. The Employer has adopted the Plan set forth herein to provide benefits in excess of those that may be accrued under the Employer's qualified retirement plans as a result of the limitations of Code section 401(a)(17) and 415 as a means by which certain designated employees may elect to defer designated portions of their Compensation, or in the discretion of the Employer, receive additional amounts of deferred compensation in the form of Discretionary Credits.

B. Status of Plan. To the extent the Plan provides benefits in excess of the limitations of Code section 415, the Plan is intended to be an "excess benefit plan" within the meaning of sections 3(36) and 4(6) of ERISA, and to the extent the Plan provides other benefits, the Plan is intended to be "a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA, and shall be interpreted and administered to the extent possible in a manner consistent with that intent.

II. DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

A. "Account" means, for each Participant, the account established for his or her benefit under the Plan.

B. "Cause" means:

1. the Participant's conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude;

2. the Participant's dishonesty with respect to the Employer or any affiliate; or

3. the Participant's willful failure to perform, or material negligence in the performance of, the Participant's duties and responsibilities with respect to the Employer.

C. "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

D. "Compensation" means, with respect to a Participant, his or her base salary, including any bonuses, overtime, commissions and incentives.

E. "Disability" means the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, and the permanence and degree of which shall be supported by medical evidence satisfactory to the Plan Administrator.

F. "Discretionary Credit" means an amount credited to a Participant's Account by the Employer in accordance with Section IV.B.

G. "Effective Date" means January 1, 2002.

H. "Elective Deferral" means the portion of Compensation which is deferred by a Participant under Section IV.A.

I. "Eligible Employee" means each individual selected by the Plan Administrator for eligibility from among the group of highly compensated or managerial employees of the Employer.

J. "Employer" means Synovus Financial Corp. and any of its affiliates.

K. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

L. "Participant" means any individual who participates in the Plan in accordance with Article III.

M. "Plan" means the Synovus Financial Corp./Total System Services, Inc. Deferred Compensation Plan and as set forth herein and all subsequent amendments hereto.

N. "Plan Administrator" means the Employer, or the person, persons or entity otherwise designated by the Employer to administer the Plan.

O. "Plan Year" means the calendar year, except that the initial plan year may be a period of less than 12 months' duration beginning on the Effective Date.

P. "Valuation Date" means the last business day of each quarter.

Q. "Vested" means the nonforfeitable right to a portion of the Participant's Account attributable to Discretionary Credits, if any, determined in accordance with the vesting schedule set forth in Section V.D.

III. PARTICIPATION

A. Commencement of Participation. Any individual who is an Eligible Employee on or after the Effective Date and who has elected to defer part of his or her Compensation in accordance with Section
IV.A or who has been selected to receive Discretionary Credits under Section IV.B shall become a Participant on the date such Elective Deferral election or Discretionary Credit is made, as the case may be.

B. Continued Participation. Subject to Section III.C, an individual who has become a Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account.

C. Termination of Participation. The Plan Administrator may terminate an employee's participation in the Plan prospectively or retroactively for any reason, including but not limited to the Plan Administrator's determination that such termination is necessary in order to maintain the Plan as a "plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA. Amounts credited to a Participant's Account (regardless of the extent otherwise Vested) shall be paid out to such Participant in a single lump sum cash payment as soon as reasonably practical following termination of participation hereunder.

IV. DEFERRALS AND CREDITS

A. Elective Deferrals.

1. In general. An individual who is an Eligible Employee may elect to defer a designated portion of Compensation to be earned during a Plan Year, by filing a written election with the Plan Administrator prior to the first day of the Plan Year in which such Compensation is to be earned. An individual who first becomes an Eligible Employee on or after the first day of any Plan Year may elect to defer a portion of Compensation to be earned during the remainder of the Plan Year and after the written election is filed with the Plan Administrator. The deferred amounts shall be credited to the Participant's Account as of the date such Compensation would otherwise have been paid to the Participant.

2. Nature of Election. Each election under this Section IV for a Plan Year (or the balance of a Plan Year) shall be made on a form approved or prescribed by the Plan Administrator and shall apply only to Compensation earned for the calendar year after the date the election form is completed and filed with the Plan Administrator. The election form shall apply to bonuses and shall specify the whole percentage or flat dollar

amount that is to be deferred. A Participant may revoke his or her deferral election as of the first day of any Plan Year which follows such revocation by giving written notice to the Plan Administrator before that day (or any such earlier date as the Plan Administrator may prescribe). Any deferral election made under this Section
IV.A shall continue to be effective until revoked or changed pursuant to this paragraph.

B. Excess Benefit Credits. The Employer shall credit the Account of each Participant with the excess of any amount that would have been allocated to the Participant's account under the Synovus Financial Corp./Total System Services, Inc. Money Purchase Pension Plan (the "Money Purchase Plan"), the Synovus Financial Corp./Total System Services, Inc. Profit Sharing Plan (the "Profit Sharing Plan") or the Synovus Financial Corp./Total System Services, Inc. 401(k) Savings Plan (the "401(k) Plan") but for the limitation of Code sections 401(a)(17) and 415 over the amount actually credited to such account; such credits to be made as of the date or dates that the amounts would have been allocated to the Participant's account under the Money Purchase Plan, the Profit Sharing Plan or the 401(k) Plan.

V. ACCOUNTS

A. Accounts. The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals or Discretionary Credits made for the Participant's benefit together with any adjustments hereunder. Subject to Sections V.E and IX.A, the Employer shall deposit the amount of deferrals and credits for a period as soon as practicable after the date as of which such amounts are credited to the Accounts. As of each Valuation Date, the Plan Administrator shall provide the Participant with a statement of his or her Account reflecting the income, gains and losses (realized and unrealized), amounts of deferrals and credits, and distributions of such Account since the prior Valuation Date.

B. Investments. Each Participant's Account shall be invested in shares of any open-end registered investment company for which Putnam Investment Management, Inc. serves as investment advisor or for which Putnam Mutual Funds Corp. is the principal underwriter, or any other investment option selected by the Plan Administrator, to include the Synovus Intermediate Term Bond Fund, the Synovus Mid Cap Value Fund, and the Synovus Large Cap Core Equity Fund. If any Participant or beneficiary makes an investment selection, the Employer (or in the event of the establishment of a trust hereunder, the trustee of such trust as directed by the Employer) may follow such investment selection but shall not be legally bound to do so.

C. Payments. Each Participant's Account shall be reduced by the amount of any payment made to or on behalf of the Participant under Article VI as of the date such payment is made.

D. Vesting. A Participant will at all times be 100% Vested in the portion of his or her Account attributable to Elective Deferrals. A Participant will be vested in the portion of his or her Account attributable to Excess Benefit Credits from the Synovus Financial Corp./Total System Services, Inc. Profit Sharing Plan or the Synovus Financial Corp./Total System Services, Inc. Money Purchase Pension Plan according to the following schedule, based on his or her years of service with the Employer. A Participant's years of service for this purpose will be determined by the Administrator pursuant to uniform rules based on the time elapsed since the Participant's commencement of employment with the Employer or its affiliates.

Years of Service                   % Vested
----------------                   --------
less than 5                            0
5 or more                             100

E. Forfeiture of non-Vested Amounts. To the extent that any amounts credited to a Participant's Account are not Vested at the time the Account becomes distributable under the Plan, such non-Vested amounts shall be forfeited and may be used by the Employer as future Discretionary Credits for other Participants.

F. Special Elections. From time to time, Employer may offer Participants the opportunity to exchange all or part of their Accounts to other non-qualified benefits. Any such election shall be evidenced by a separate written agreement between Employer and the Participant that sets forth the details of the election. The Account of each Participant who makes such an election will be adjusted pursuant to the terms of the separate written agreement.

VI. PAYMENTS

A. Severe Financial Emergency. A Participant who believes he or she is suffering a severe financial emergency may apply to the Plan Administrator for a distribution under the Plan in order to alleviate such emergency. The Plan Administrator, in its sole discretion (but after taking into account, among other factors, the nature and foreseeability of the alleged emergency, the Participant's other resources, and the effect of making a distribution on the intended tax status of the deferrals made under the Plan), may direct the Employer to pay to the Participant an amount which it determines is necessary or appropriate, not to exceed the Vested portion of the Participant's Account balance, and the Employer shall pay such amount to the Participant in a single lump sum cash payment.

B. Timing of Distribution. If a Participant elects to have Elective Deferrals made on his or her behalf for any Plan Year (or, if Discretionary Credits will be made on his or her behalf for a Plan Year regardless of whether Elective Deferrals are being made for the Plan Year), the Participant may elect the timing of the payment of all vested amounts credited to his or her Account from one of the following two options:

1. the January 1 following a specified date, which must be at least two years after the Plan Year for which the Elective Deferrals or Discretionary Credits are made, or

2. as soon as reasonably practical following termination of employment for any reason including retirement or death.

The foregoing election shall be made on a form approved or prescribed by the Plan Administrator. Each such election may be made or changed in the calendar year prior to the time when the corresponding amounts in the Participant's Account are payable or otherwise made available to the Participant.

If no new election is made hereunder with respect to any deferrals or credits, the existing election as to time of payment of such amounts shall remain effective for all amounts deferred and credited thereafter until a new election is made hereunder with respect to future deferrals. If no election is in effect with respect to a portion of a Participant's Account, payment will be made as soon as reasonably practical following termination of employment for any reason including retirement or death.

C. Beneficiary Designation. A Participant shall designate a beneficiary who shall be entitled to receive any Vested amounts remaining in the Participant's Account after his or death. Such designation shall be made in writing on a form approved or prescribed by the Plan Administrator, and may be changed by the Participant at any time. If there is no such designation or no designated beneficiary survives the Participant, payment shall be made to the Participant's estate.

D. Form of Payment.

1. If a Participant elects to have Elective Deferrals made on his or her behalf for any Plan Year (or, if Discretionary Credits will be made on his or her behalf for a Plan Year regardless of whether Elective Deferrals are being made for the Plan Year), the Participant may also elect the form of payment of all Vested amounts credited to his or her Account under one of the following options:

a) a single lump sum payment; or

b) annual installments over a period elected by the Participant up to 10 years, the amount of each installment to equal the balance of his or her Account immediately prior to the installment divided y the number of installments remaining to be paid.

The foregoing election shall be made on a form approved or prescribed by the Plan Administrator. Each such election may be made or changed in

the calendar year prior to the time when the corresponding amounts in the Participant's Account are payable or otherwise made available to the Participant.

If no new election is made hereunder with respect to any deferrals or credits, the existing election as to form of payment of such amounts shall remain effective for all amounts deferred and credited thereafter until a new election is made hereunder with respect to future deferrals. If no election is in effect with respect to a portion of a Participant's Account, payment will be made in the form of annual installments for a period of 10 years.

Payments under this Section shall be made in cash. Any such election shall be made in such form and with such prior notice as the Administrator may require. Regardless of the Participant's election, if the Participant's vested Account balance is less than or equal to $100,000, the distribution will be made in a single lump sum payment.

VII. ADMINISTRATION

A. Plan Administrator; Interpretation. The Plan Administrator shall oversee the administration of the Plan. The Plan Administrator shall have complete discretionary control and authority to administer all aspects of the Plan, including without limitation the power to appoint agents and counsel, and to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Participant, beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan, in a manner consistent with Section VII.B. The Plan Administrator shall have the exclusive discretionary power to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual serving as Plan Administrator, or on a committee acting as Plan Administrator, who is a Participant will not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by a Participant, a beneficiary, or any other person or entity. The Plan Administrator shall be deemed to be the plan administrator with responsibility for complying with any reporting and disclosure requirements of ERISA.

B. Claims Procedure.

1. In General. If any person believes he or she is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Plan Administrator. If any such claim is wholly or partially denied, the Plan Administrator will notify such person of its decision in writing.

Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary and (iv) information as to the steps to be taken if the person wishes to submit a request for review. Such notification will be given within 90 days after the claim is received by the Plan Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90 day period). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his or her claim.

2. Appeals. Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such person (or his or her duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his or her denied claim and of pertinent documents and (ii) submit written issues and comments to the Plan Administrator. The Plan Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent plan provisions. The decision on review will be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period). If the decision on review is not made within such period, the claim will be considered denied.

C. Indemnification of Plan Administrator. The Employer agrees to indemnify and to defend to the fullest extent permitted by law any director, officer or employee of the Employer or any affiliated company who serves as the Plan Administrator or as a member of a committee appointed to serve as Plan Administrator, or who assists the Plan Administrator in carrying out its duties as part of his or her employment (including any such individual who formerly served in any such capacity) against all liabilities, damages, costs and expenses (including attorneys' fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

VIII. AMENDMENT AND TERMINATION

A. Amendments. The Employer shall have the right to amend the Plan from time to time, subject to Section VIII.C, by an instrument in writing which has been executed on the Employer's behalf by an officer thereof or by vote of its Board of Directors.

B. Termination of Plan. This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Eligible Employee (or any other employee) or a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee (or other employee). The Employer reserves the right to terminate the Plan at any time, subject to Section VIII.C, by an instrument in writing which has been executed on said Employer's behalf by an officer thereof or by vote of its Board of Directors.

C. Existing Rights. No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts credited to his or her Account that are attributable to Elective Deferrals or Discretionary Credits credited prior to the date of such amendment or termination. Any termination of the Plan will cause each Participant to be 100% Vested in his or her Account, notwithstanding Section V.D.

D. Assignment. The rights and obligations of the Employer shall enure to the benefit of and shall be binding upon its successors and assigns.

IX. MISCELLANEOUS

A. No Funding. The Plan constitutes a mere promise by the Employer to make benefit payments to such Participants and beneficiaries in the future and Participants and beneficiaries shall have the status of general unsecured creditors of the Employer. Any Accounts established pursuant to the Plan shall remain the property of the Employer until distributed, and nothing in the Plan will otherwise be construed to create a trust or to obligate the Employer or any other person to segregate a fund, purchase an insurance contract, or in any other way currently to fund the future payment of any benefits hereunder, nor will anything herein be construed to give any employee or any other person rights to any specific assets of the Employer or of any other person. The Employer may, in its sole discretion, create a grantor trust to pay its obligations hereunder, but shall have no obligation to do so. In all events, it is the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.

B. Nonassignability. None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of any Participant or beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such

Participant or beneficiary, nor shall any Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber, sell, transfer or assign any of the benefits or payments or proceeds which he may expect to receive, contingently or otherwise, under the Plan.

C. Limitation of Participants' Rights. Participation in the Plan shall not give any Eligible Employee the right to be retained in the employ of the Employer or any right or interest in the Plan other than as herein provided. The Employer reserves the right to dismiss any Eligible Employee without any liability for any claim against the Employer, except to the extent provided herein.

D. Receipt and Release. Any payment to any Participant or beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employer and the Plan Administrator under the Plan, and the Plan Administrator may require such Participant or beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or beneficiary is determined by the Plan Administrator to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Plan Administrator may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Plan Administrator or the Employer to follow the application of such funds.

E. Government Regulations. It is intended that this Plan will comply with all applicable laws and government regulations, and the Employer shall not be obligated to perform an obligation hereunder in any case where, in the opinion of the Employer's counsel, such performance would result in the violation of any law or regulation.

F. Governing Law. The Plan shall be construed, administered, and governed in all respects under and by the laws of the State of Georgia. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

G. Headings and Subheadings. Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

IN WITNESS WHEREOF, the Employer has caused the Plan to be executed by its duly authorized officer this 2 day of Jan. , 2002.

Synovus Financial Corp.

By:      /s/Steven C. Evans
Title:   Senior Vice President

TOTAL SYSTEM SERVICES, INC.

DIRECTORS' DEFERRED COMPENSATION PLAN

Effective as of the 1st day of January, 2002, Total System Services, Inc. (the "Company") hereby approves and adopts the Total System Services, Inc. Directors' Deferred Compensation Plan (the "Plan").

BACKGROUND AND PURPOSE

A. Goal. The Company desires to provide members of its Board of Directors with an opportunity (i) to defer the receipt and income taxation of a portion of such directors' retainers, fees, and other compensation as described in the Plan; and (ii) to receive an investment return on those deferred amounts.

B. Purpose. The purpose of the Plan is to set forth the terms and conditions pursuant to which these deferrals may be made and deemed invested and to describe the nature and extent of the directors' rights to their deferred amounts.

C. Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation plan.

ARTICLE I
DEFINITIONS

For purposes of the Plan, each of the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context.

1.1 "Account" shall mean, with respect to a Participant or Beneficiary, the total dollar amount or value evidenced by the last balance posted in accordance with the terms of the Plan to the record established for such Participant or Beneficiary with respect to the Deferral Contributions of such Participant for any Plan Year.

1.2 "Beneficiary" shall mean, with respect to a Participant, the person(s) determined in accordance with Section 5.5 to receive any death benefits that may be payable under the Plan upon the death of the Participant.

1.3 "Board" shall mean the Board of Directors of Total System Services, Inc.

1.4 "Business Day" shall mean each day on which the New York Stock Exchange operates and is open to the public for trading.

1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.6 "Company" or "TSYS" shall mean Total System Services, Inc., a Georgia corporation.

1.7 "Compensation" shall mean the total of the directors' fees and retainers which actually would be payable to a Director during a Plan Year absent a Deferral Election under this Plan.

1.8 "Deferral Contributions" shall mean, for each Plan Year, that portion of a Participant's Compensation deferred under the Plan pursuant to Section 3.2.

1.9 "Deferral Election" shall mean a written election form provided by the Plan Administrator on which a Director may elect to defer under the Plan all or a portion of such individual's Compensation for a Plan Year.

1.10 "Director" shall mean a member of the Board.

1.11 "Effective Date" shall mean January 1, 2002, the original effective date of the Plan.

1.12 "Election Deadline" shall mean, with respect to a Plan Year:

(a) For a Director who is then a member of the Board, the December 20 (or if December 20 is not a Business Day, the last Business Day immediately preceding December 20) immediately preceding the first day of such Plan Year.

(b) For a Director who is first elected to be a member of the Board after (or within thirty (30) days before) the Election Deadline described in Section 1.12(a) above with respect to a Plan Year, the date which is thirty (30) days after the date on which the Director is elected.

1.13 "Election Package" shall mean a package consisting of a Deferral Election, an Investment Election and such other forms and documents distributed to Directors by the Plan Administrator for the purpose of allowing them to elect to actively participate in the Plan for a Plan Year.

1.14 "Investment Election" shall mean a written election form provided by the Plan Administrator on which a Director may elect to have such individual's Deferral Contributions for a Plan Year (and all investment earnings attributable thereto) invested to the extent permitted under the terms of the Plan.

1.15 "Investment Options" shall mean (a) any designated open-end registered investment company for which Putnam Investment Management, Inc. serves as investment advisor or for which Putnam Mutual Funds Corp. is the principal underwriter, and (b) any other investment option selected by the Plan Administrator, to include the Synovus Intermediate Term Bond Fund, the Synovus Mid Cap Value Fund, and the Synovus Large Cap Core Equity Fund.

1.16 "Participant" shall mean any person participating in the Plan pursuant to the provisions of Article II.

1.17 "Plan" shall mean the Total System Services, Inc. Directors' Deferred Compensation Plan, as contained herein and all amendments hereto.

1.18 "Plan Administrator" shall mean the Company's Compensation Committee and any individual or committee the Board designates to act on the Compensation Committee's behalf with respect to any or all of the Compensation Committee's responsibilities hereunder.

1.19 "Plan Year" shall mean each calendar year period beginning on January 1 and ending on December 31.

1.20 "Valuation Date" shall mean (i) for purposes of Article V, each December 31 (or, if December 31 is not a business day, the last Business Day immediately preceding December 31,), and (ii) for all other purposes, each March 31, June 30, September 30, and December 31 (or if any such date is not a Business Day, the last Business Day immediately preceding such date), and each other day declared by the Plan Administrator to be a Valuation Date.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.1 Annual Participation. Each individual who is a Director as of the first day of a Plan Year and is a member of the Board before the beginning of such Plan Year shall be eligible to defer all or a portion of such individual's Compensation and thereby to actively participate in the Plan for such Plan Year. Such individual's participation shall become effective as of the first day of such Plan Year, assuming such individual properly and timely completes the election procedures described below.

2.2 Interim Plan Year Participation. Each individual who becomes a Director during a Plan Year shall be immediately eligible to make a Deferral Election and thereby to participate actively in the Plan for the remainder of such Plan Year.

2.3 Election Procedures. Each Director shall elect to defer all or a portion of such individual's Compensation and thereby become an active Participant for a Plan Year by delivering a completed Deferral Election and an Investment Election by the Election Deadline. The Plan Administrator also may require the Director to complete other forms and provide other data, as a condition of participation in the Plan.

2.4 Cessation of Eligibility. A Director's active participation in the Plan shall terminate, and such individual shall not be eligible to make any additional Deferral Contributions for any portion of a Plan Year following the date such individual's service as a Director with Total System Services, Inc. ceases (unless such individual once

again becomes a Director later in such Plan Year). In addition, an individual who actively participated in the Plan during prior Plan Years but who is not a Director or does not complete the election procedures, for a subsequent Plan Year, shall cease active participation in the Plan for such subsequent Plan Year. Even if an individual's active participation in the Plan ends, such individual shall remain an inactive Participant in the Plan until the earlier of
(i) the date the full amount of such individual's Accounts is distributed from the Plan, or (ii) the date such individual again becomes a Director and recommences active participation in the Plan. During the period of time that an individual is an inactive Participant in the Plan, such individual's Accounts shall continue to be credited with earnings as provided in the Plan.

ARTICLE III
PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS

3.1 Participants' Accounts.

(a) Establishment of Accounts. The Plan Administrator shall establish and maintain an Account on behalf of each Participant for each Plan Year for which the Participant makes Deferral Contributions. The Plan Administrator shall credit each Participant's Account with the Participant's Deferral Contributions for such Plan Year and earnings attributable thereto, and shall maintain such Account until the value thereof has been distributed to or on behalf of the Participant or the Participant's Beneficiary.

3.2 Deferral Contributions. Each Director may irrevocably elect to have Deferral Contributions made for a Plan Year by completing in a timely manner a Deferral Election and an Investment Election and following other election procedures as provided in Section 2.3. Subject to any modifications, additions or exceptions that the Plan Administrator, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to such Deferral Elections:

(a) Effective Date. A Participant's Deferral Election for all or a portion of a Plan Year shall be effective beginning with the first Compensation (i) in such Plan Year with respect to a Participant participating for the entire Plan Year, and (ii) with respect to a Participant participating for a portion of a Plan Year, in the calendar month following the calendar month in which the Participant makes a Deferral Election. To be effective, a Participant's Deferral Election must be made by the Election Deadline. Any Director who fails to deliver a Deferral Election, or to complete any of the other requisite election procedures, in a timely manner, shall be deemed to have elected not to participate in the Plan for that Plan Year.

(b) Term. Each Participant's Deferral Election regarding Compensation for a Plan Year shall remain in effect with respect to a portion of all Compensation paid or payable during such Plan Year, but shall not apply to any subsequent Plan Year.

(c) Deferral Amount. To defer Compensation, a Director's Deferral Election shall specify the percentage of Compensation for a Plan Year to be deferred. A Director may defer for any Plan Year either: (1) zero percent (0%) or one hundred percent (100%) of the Director's retainer fees and other director fees, or (2) zero percent (0%) or one hundred percent (100%) of only the Director's retainer fees for such Plan Year. The percentage so elected shall be withheld from each payment of Compensation otherwise payable to such Director during the Plan Year. Notwithstanding any provision of this Plan or a Deferral Election to the contrary, however, the amount withheld from any payment of Compensation shall be reduced automatically, if necessary, so that it does not exceed the amount of such payment net of all withholding, allotments and deductions, other than any reduction pursuant to such Deferral Election. No amounts shall be withheld during any period an individual ceases to receive Compensation as a Director for any reason during the Plan Year. No adjustment shall be made in the amount to be withheld from any subsequent payment of Compensation for a Plan Year to compensate for any missed or reduced withholding amounts above.

(d) Revocation. Once made for a Plan Year, a Participant may not revoke a Deferral Election for such Plan Year.

(e) Crediting of Deferral Contributions. The Plan Administrator shall credit to each Participant's Account for a Plan Year the amount of Compensation reflected on the Participant's Deferral Election as of the date(s) on which such Compensation would have been paid if not subject to the Participant's Deferral Election.

3.3 Vesting. A Participant shall at all times be fully vested in such Participant's Deferral Contributions and all deemed investment earnings attributable thereto.

ARTICLE IV
DETERMINATION AND CREDITING OF INVESTMENT RETURN

4.1 General Investment Parameters. The rate of return credited to each Participant's Accounts shall be determined on the basis of the Investment Option(s) applicable to the Participant's Accounts.

4.2 Investment of Existing Account Balances. A Participant may change the percentage of an existing Account balance that will be invested in Investment Options in accordance with procedures established by the Plan Administrator.

4.3 Investment Subaccounts. For the sole purpose of tracking a Participant's investment elections and calculating investment earnings attributable to a Participant's Account for a Plan Year pursuant to the terms of this Article IV, the Plan Administrator may establish and maintain for such Participant for such Plan Year separate

subaccounts, as necessary, the total of which shall equal such Participant's Account for such Plan Year.

ARTICLE V
PAYMENT OF ACCOUNT BALANCES

5.1 Benefit Amounts.

(a) Benefit Entitlement. As the benefit under the Plan, each Participant (or Beneficiary) shall be entitled to receive the total amount of the Participant's (or Beneficiary's) Accounts, determined as of the most recent Valuation Date, and payable at such times and in such forms as described in this Article V.

(b) Valuation of Benefit. For purposes hereof, each Account of a Participant as of any Valuation Date shall be equal to (i) the total amount of all of such Participant's Deferral Contributions credited thereto; plus or minus (as applicable) (ii) all investment earnings or losses attributable thereto; minus (iii) the total amount of all benefit payments previously made therefrom.

5.2 Elections of Timing and Form. In conjunction with, and at the time of, completing a Deferral Election for each Plan Year, a Director shall select the timing and form of the distribution that will apply to the Account of such Director for Deferral Contributions (and investment earnings attributable thereto) for such Plan Year. The terms applicable to this selection process are as follows:

(a) Timing. For a Participant's Account for each Plan Year, the Participant may elect that distribution will be made or commence as of: (1) any January 1 following a special date, (2) the January 1 immediately following the date a Director attains a specified age, or (3) the January 1 immediately following the Director's cessation of service as a Director of the Company. The special date or age selected above must be at least two years after the Plan Year for which the Deferral Contributions are made.

(b) Form of Distribution. For a Participant's Account for each Plan Year, the Participant may elect that the distribution will be paid in one of the following forms:

(i) a single lump-sum cash payment; or

(ii) substantially equal annual installments (adjusted for investment earnings or losses between payments in the manner described in Article IV) over a period of five
(5) to ten (10) years.

(c) Multiple Selections. A Director may select a different benefit payment or commencement date and/or a different form of distribution with respect to such Director's Account for each Plan Year. For ease of

administration, the Plan Administrator may combine Accounts and subaccounts of a Participant to which the same benefit payment/commencement date and the same form of distribution apply.

5.3 Benefit Payments to a Participant.

(a) Timing. A Participant shall receive or begin receiving a distribution of each of such Participant's Accounts as of the January 1 selected by such Participant with respect to each such Account pursuant to the terms of Section 5.2(a). An amount payable "as of" any January 1 shall be made as soon as practicable after such January 1 and, unless extenuating circumstances arise, no later than January 31.

(b) Form of Distribution. A Participant shall receive or begin receiving a distribution of each of such Participant's Accounts in cash in the form selected by such Participant with respect to such Account pursuant to the terms of Section 5.2(b).

(c) Valuation of Single Lump-Sum Payments. The amount of a Participant's single lump-sum distribution of any of such Participant's Accounts as of any applicable January 1 shall be equal to the value of such Account as of the Valuation Date immediately preceding the date on which such distribution is paid.

(d) Valuation of Installment Payments. For purposes of determining the amount of any installment payment to be paid as of a January 1 from an Account, the Account balance shall be divided by the number of remaining installments to be paid from such Account (including the current installment).

5.4 Death Benefits.

(a) General. If a Participant dies before receiving the entire amount of the benefit under the Plan, such Participant's Beneficiary shall receive distribution of amounts remaining in the Participant's Accounts in the form, as elected by the Participant on a Beneficiary designation form described in Section 5.5, of either:

(i) a single lump-sum cash payment of the entire balance in the Participant's Accounts as of the January 1 immediately following the date of the Participant's death; or

(ii)(A) for Accounts with respect to which distribution has not commenced under Section 5.2 at the time of the Participant's death, substantially equal annual installments (adjusted for investment earnings between payments in the manner described in Article IV) over a period of five (5) to ten (10) years, commencing as of the January 1 immediately following the Participant's death; and (B) for Accounts with respect to

which distribution has commenced in the form of installments described in Section 5.2(b)(ii) at the time of the Participant's death, continuation of such installment payment schedule.

An amount payable "as of" any January 1 shall be made as soon as practicable after such January 1 and, unless extenuating circumstances arise, no later than January 31.

(b) Valuation. The valuation rules described in subsections 5.3(c) and 5.3(d) shall apply to payments described in this Section 5.4.

5.5 Beneficiary Designation.

(a) General. A Participant shall designate a Beneficiary or Beneficiaries for all of such Participant's Accounts by completing the form prescribed for this purpose for the Plan by the Plan Administrator and submitting such form as instructed by the Plan Administrator. Once a Beneficiary designation is made, it shall continue to apply until and unless such Participant makes and submits a new Beneficiary designation form for this Plan.

(b) No Designation or Designee Dead or Missing. In the event that:

(i) a Participant dies without designating a Beneficiary;

(ii) the Beneficiary designated by a Participant is not surviving or in existence when payments are to be made or commence to such designee under the Plan, and no contingent Beneficiary, surviving or in existence, has been designated; or

(iii) the Beneficiary designated by a Participant cannot be located by the Plan Administrator within 1 year from the date benefit payments are to be made or commence to such designee;

then, in any of such events, the Beneficiary of such Participant shall be the Participant's surviving spouse, if any, who can then be located, and if not, the estate of the Participant. The entire balance in the Participant's Accounts shall be paid to such Beneficiary in the form of a single lump-sum cash payment described in Section 5.4(a)(i).

(c) Death of Beneficiary. If a Beneficiary who survives the Participant, and to whom payment of Plan benefits commences, dies before complete distribution of the Participant's Accounts, the entire balance in such Accounts shall be paid to the estate of such Beneficiary in the form of a single lump-sum cash payment as of the January 1 immediately following such Beneficiary's death. An amount payable "as of" any January 1 shall be made as soon as practicable after such January 1 and, unless extenuating circumstances arise,

no later than January 31. The valuation rules described in subsection 5.3(c) shall apply to any payments described in this subsection 5.5(c).

5.6 Severe Financial Emergency. A Participant who believes he or she is suffering a severe financial emergency may apply to the Plan Administrator for a distribution under the Plan in order to alleviate such emergency. The Plan Administrator, in its sole discretion (but after taking into account, among other factors, the nature and foreseeability of the alleged emergency, the Participant's other resources, and the effect of making a distribution on the intended tax status of the deferrals made under the Plan), may direct the Company to pay to the Participant an amount which it determines is necessary or appropriate, not to exceed the Participant's Account balance, and the Employer shall pay such amount to the Participant in a single lump sum cash payment.

5.7 Taxes. If the whole or any part of any Participant's or Beneficiary's benefit hereunder shall become subject to any estate, inheritance, income, employment or other tax which a Company shall be required to pay or withhold, the Company shall have the full power and authority to withhold and pay such tax out of any monies or other property in its hand for the account of the Participant or Beneficiary whose interests hereunder are so affected. Prior to making any payment, the Company may require such releases or other documents from any lawful taxing authority as it shall deem necessary.

ARTICLE VI
CLAIMS

6.1 Initial Claim. Claims for benefits under the Plan may be filed with the Plan Administrator on forms or in such other written documents, as the Plan Administrator may prescribe. The Plan Administrator shall furnish to the claimant written notice of the disposition of a claim within 90 days after the application therefor is filed. In the event the claim is denied, the notice of the disposition of the claim shall provide the specific reasons for the denial, citations of the pertinent provisions of the Plan, and, where appropriate, an explanation as to how the claimant can perfect the claim and/or submit the claim for review.

6.2 Appeal. Any Participant or Beneficiary who has been denied a benefit shall be entitled, upon request to the Plan Administrator, to appeal the denial of the claim. The claimant (or a duly authorized representative) may review pertinent documents related to the Plan and in the Plan Administrator's possession in order to prepare the appeal. The request for review, together with written statement of the claimant's position, must be filed with the Plan Administrator no later than 60 days after receipt of the written notification of denial of a claim provided for in Section 6.1. The Plan Administrator's decision shall be made within 60 days following the filing of the request for review. If unfavorable, the notice of the decision shall explain the reasons for denial and indicate the provisions of the Plan or other documents used to arrive at the decision.

6.3 Satisfaction of Claims. The payment of the benefits due under the Plan to a Participant or Beneficiary shall discharge the Company's obligations under the Plan, and neither the Participant nor the Beneficiary shall have any further rights under the Plan upon receipt by the appropriate person of all benefits. In addition, (i) if any payment is made to a Participant or Beneficiary with respect to benefits described in the Plan from any source arranged by the Company including, without limitation, any fund, trust, insurance arrangement, bond, security device, or any similar arrangement, such payment shall be deemed to be in full and complete satisfaction of the obligation of the Company under the Plan to the extent of such payment as if such payment had been made directly by such Company; and (ii) if any payment from a source described in clause (i) shall be made, in whole or in part, prior to the time payment would be made under the terms of the Plan, such payment shall be deemed to satisfy the Company's obligation to pay Plan benefits beginning with the benefit which would next become payable under the Plan and continuing in the order in which benefits are so payable, until the payment from such other source is fully recovered. The Plan Administrator or the Company, as a condition to making any payment, may require such Participant or Beneficiary to execute a receipt and release therefor in such form as shall be determined by the Plan Administrator or the Company. If receipt and release is required but the Participant or Beneficiary (as applicable) does not provide such receipt and release in a timely enough manner to permit a timely distribution in accordance with the general timing of distribution provisions in the Plan, the payment of any affected distribution may be delayed until the Plan Administrator or the Company receives a proper receipt and release.

ARTICLE VII
PLAN ADMINISTRATION

7.1 Rights and Duties of the Plan Administrator. The Plan Administrator shall administer the Plan and shall have all powers necessary to accomplish that purpose, including (but not limited to) the following:

(a) to construe, interpret and administer the Plan;

(b) to make determinations required by the Plan, and to maintain records regarding Participants' and Beneficiaries' benefits hereunder;

(c) to compute and certify to Company the amount and kinds of benefits payable to Participants and Beneficiaries, and to determine the time and manner in which such benefits are to be paid;

(d) to authorize all disbursements by Company pursuant to the Plan;

(e) to maintain all the necessary records of the administration of the Plan;

(f) to make and publish such rules and procedures for the regulation of the Plan as are not inconsistent with the terms hereof;

(g) to delegate to other individuals or entities from time to time the performance of any of its duties or responsibilities hereunder; and

(h) to hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan.

The Plan Administrator shall have the exclusive right to construe and interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and its decisions on such matters shall be final and conclusive on all parties.

7.2 Bond; Compensation. The Plan Administrator and (if applicable) its members shall serve as such without bond and without compensation for services hereunder. All expenses of the Plan Administrator shall be paid by the Company.

ARTICLE VIII
AMENDMENT AND TERMINATION

8.1 Amendments. Subject to Section 8.3, the Board shall have the right, in its sole discretion, to amend the Plan in whole or in part at any time and from time to time. In addition, the Plan Administrator shall have the right, in its sole discretion, to amend the Plan at any time and from time to time so long as such amendment will not result in a material increase in liabilities associated with the Plan.

8.2 Termination of Plan. Subject to Section 8.3, the Company reserves the right to discontinue and terminate the Plan at any time, for any reason. Any action to terminate the Plan shall be taken by the Board and such termination shall be binding on the Company, Participants and Beneficiaries.

8.3 Limitation on Authority. Except as otherwise provided in this Section 8.3, no contractual right created by and under any Deferral Election made prior to the effective date of any amendment or termination shall be abrogated by any amendment or termination of the Plan, absent the express, written consent of the Participant who made the Deferral Election.

(a) Plan Amendments. The limitation on authority described in this
Section 8.3 shall not apply to any amendment of the Plan which is reasonably necessary, in the opinion of counsel, (i) to preserve the intended income tax consequences of the Plan described in Section 9.1, or
(ii) to guard against other material adverse impacts on Participants and Beneficiaries, and which, in the opinion of counsel, is drafted primarily to preserve such intended consequences, or status, or to guard against such adverse impacts.

(b) Plan Termination. The limitation on authority described in this
Section 8.3 shall not apply to any termination of the Plan as the result of a determination that, in the opinion of counsel or of an accounting firm, Participants and Beneficiaries generally are subject to federal income taxation on Deferral Contributions or other amounts in Participant Accounts prior to the time of distribution of amounts under the Plan but only if such termination is reasonably necessary to guard against material adverse impacts on Participants and Beneficiaries, or the Company. Upon such termination, the entire amount in each Participant's Accounts shall be distributed in a single lump-sum distribution as soon as practicable after the date on which the Plan is terminated. In such event, the Plan Administrator shall declare that the date of termination (or, if such day is not a Business Day, the last Business Day immediately preceding such day) shall be a Valuation Date and all distributions shall be made based on the value of the Accounts as of such Valuation Date.

(c) Opinions. In each case in which an opinion is contemplated in this
Section 8.3, such opinion shall be in writing and delivered to the Board, rendered by a nationally recognized law or accounting firm selected or approved by the Board.

ARTICLE IX
MISCELLANEOUS

9.1 Taxation. It is the intention of the Company that the benefits payable hereunder shall not be deductible by the Company nor taxable for federal income tax purposes to Participants or Beneficiaries until such benefits are paid by the Participating Company to such Participants or Beneficiaries. When such benefits are so paid, it is the intention of the Company that they shall be deductible by the Company under Code Section 162.

9.2 Withholding. All payments made to a Participant or Beneficiary hereunder shall be reduced by any applicable federal, state or local withholding or other taxes or charges as may be required under applicable law.

9.3 No Continued Directorship. Nothing herein contained is intended to be nor shall be construed as constituting a contract or other arrangement between the Company and any Participant to the effect that the Participant will be employed by the Company or continue to be a Director for any specific period of time.

9.4 Headings. The headings of the various articles and sections in the Plan are solely for convenience and shall not be relied upon in construing any provisions hereof. Any reference to a section shall refer to a section of the Plan unless specified otherwise.

9.5 Gender and Number. Use of any gender in the Plan will be deemed to include all genders when appropriate, and use of the singular number will be deemed to include the plural when appropriate, and vice versa in each instance.

9.6 Assignment of Benefits. The right of a Participant or Beneficiary to receive payments under the Plan may not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Participant or Beneficiary, except by will or by the laws of descent and distribution and then only to the extent permitted under the terms of the Plan.

9.7 Legally Incompetent. The Plan Administrator, in its sole discretion, may direct that payment be made to an incompetent or disabled person, for whatever reason, to the guardian of such person or to the person having custody of such person, without further liability on the part of the Company for the amount of such payment to the person on whose account such payment is made.

9.8 Entire Document. This Plan document sets forth the entire Plan and all rights and limits. Except for a formal amendment hereto, no document shall modify the Plan or create any additional rights or benefits.

9.9 Governing Law. The Plan shall be construed, administered and governed in all respects in accordance with applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the State of Georgia. If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

9.10 No Funding. The Plan constitutes a mere promise by the Company to make benefit payments to such Participants and Beneficiaries in the future and Participants and Beneficiaries shall have the status of general unsecured creditors of the Company. Any Accounts established pursuant to the Plan shall remain the property of the Company until distributed, and nothing in the Plan will otherwise be construed to create a trust or to obligate the Employer or any other person to segregate a fund, purchase an insurance contract, or in any other way currently to fund the future payment of any benefits hereunder, nor will anything herein be construed to give any employee or any other person rights to any specific assets of the Company or of any other person. The Company may, in its sole discretion, create a grantor trust to pay its obligations hereunder, but shall have no obligation to do so. In all events, it is the intent of the Company that the Plan be treated as unfunded for tax purposes. This Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974.

SYNOVUS FINANCIAL CORP.

Deferred Stock Option Plan

July 1, 2001

2.1      Account......................................................1
2.2      Administrator................................................1
2.3      Agent........................................................1
2.4      Beneficiary..................................................1
2.5      Board........................................................1
2.6      Company......................................................1
2.7      Deferral Election Form.......................................1
2.8      Determination Date...........................................2
2.9      Effective Date...............................................2
2.10     Employer.....................................................2
2.11     Initial Participation Date...................................2
2.12     Participant..................................................2
2.13     Plan.........................................................2
2.14     Plan Benefit.................................................2
2.15     Plan Year....................................................2
2.16     Shares/Stock.................................................2
2.17     Trust........................................................2
2.18     Trustee......................................................2

3.1      Participant Account..........................................2
3.2      Determination of Account.....................................3
3.3      Statement of Account.........................................3
3.4      Unfunded Plan................................................3

4.1      Benefits-General.............................................4
4.2      Death Benefits...............................................4
4.3      Payment to Guardian..........................................4
4.4      Source of Payment............................................4

5.1      Beneficiary Designation......................................4
5.2      Amendments...................................................4
5.3      No Beneficiary Designation...................................5
5.4      Effect of Payment............................................5

7.1      Benefit Payment Schedule.....................................5
7.2      Pre-Mature Distribution......................................6
7.3      Partial Distributions........................................6

8.1      Administrator Duties.........................................6
8.2      Agents.......................................................6
8.3      Binding Effect of Decisions..................................6

9.1      Claim........................................................7
9.2      Denial of Claim..............................................7
9.3      Review of Claim..............................................7
9.4      Final Decision...............................................7

ARTICLE X - AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment....................................................7
10.2 Termination of Plan..........................................8

11.1     Employer's Obligations Limited...............................8
11.2     Nonassignability.............................................8
11.3     Not a Contract of Employment.................................8
11.4     Participant Cooperation......................................8
11.5     Terms........................................................9
11.6     Captions.....................................................9
11.7     Governing Law................................................9
11.8     Validity.....................................................9
11.9     Notice.......................................................9
11.10    Indemnification..............................................9

ARTICLE XII - INDIVIDUAL BENEFITS

12.1 Participants' Schedule of Benefits..........................10

SYNOVUS FINANCIAL CORP.
Deferred Stock Option Plan

ARTICLE I

PURPOSE

The purpose of this Synovus Financial Corp. Deferred Stock Option Plan (hereinafter referred to as the "Plan") is to provide accumulation of certain benefits for eligible senior executives of Synovus Financial Corp. and its affiliates and their beneficiaries. This Plan shall be effective as of the Effective Date.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following words and phrases set forth below shall have the following meaning, unless the context clearly indicates otherwise:

2.1 Account. "Account" means the account maintained for each Participant by the Administrator pursuant to Section 3.1.

2.2 Administrator. "Administrator" means the Compensation Committee of the Board.

2.3 Agent. "Agent" means anyone appointed to assist the Administrator with its duties in administering the Plan pursuant to Section 8.2 of the Plan. Initially, the Agent shall be the Company's Executive Compensation Department.

2.4 Beneficiary. "Beneficiary" means the person, persons, or entity designated by the Participant, or as provided in Article IV, to receive any Plan Benefits payable after a Participant's death.

2.5 Board. "Board" means the Board of Directors of the Company.

2.6 Company. "Company" means Synovus Financial Corp. or any successor to Synovus Financial Corp.

2.7 Deferral Election Form. "Deferral Election Form" means with respect to each Participant, the election made by the Participant to elect to defer the gain from the exercise of stock options, listed on said form, pursuant to the terms of this Plan and evidenced in Exhibited B hereof.

2.8 Determination Date. "Determination Date" means the last day of each calendar year in which this Plan is in effect.

2.9 Effective Date. "Effective Date" means July 1, 2001.

2.10 Employer. "Employer" means the Company and its subsidiaries and affiliates.

2.11 Initial Participation Date. "Initial Participate Date" means the initial effective date of a Participant's participation in this Plan as determined pursuant to Section 3.1.

2.12 Participant. "Participant" means any key employee selected by the Employer to participate in the Plan.

2.13 Plan. "Plan" means this Synovus Financial Corp. Deferred Stock Option Plan.

2.14 Plan Benefit. "Plan Benefit" means at any given time an amount equal to the Participant's Account.

2.15 Plan Year. "Plan Year" means each calendar year period beginning on January 1 and ending on December 31; provided, however, that the initial Plan Year shall mean the six-month period beginning on July 1, 2001 and ending on December 31, 2001.

2.16 Shares/ Stock. "Shares" or "Stock" means shares in the common stock of Synovus Financial Corp. All references to Shares or Stock shall be interpreted to include this definition.

2.17 Trust. "Trust" means the trust or trusts created by the Company pursuant to
Section 3.1, to assist the Company in meeting obligations under this Plan.

2.18 Trustee. "Trustee" means the trustee of the Trust.

ARTICLE III

PARTICIPANTS' ACCOUNTS

3.1 Participant Account. The Company may establish one or more Trusts for the purposes of measuring the value of the Account, for crediting gains and losses, and to fund the Plan. Such Account does not constitute an actual investment of the Participant account balance and shall remain subject to the claims of general creditors of the Company. Said Account shall be established by the Administrator under the Plan in the name of each Participant and shall initially be credited with the number of Shares set forth in accordance with Article XII. Thereafter, an Account shall be established by the Administrator for each new Participant. The Account shall be managed in accordance with the provisions of the Trust. Except as provided below, under no circumstances shall any benefit be granted, allocated or distributable to a Participant from his Account except in the form of Stock, nor shall any other investment be permitted to be held in a Participant's Account. If and only if there shall be a tender offer for some or all shares of Stock in the Accounts from a third party which, in the sole judgment of the Board of Directors shall constitute a valid offer of sufficient value, the Trustee shall be directed by the Administrator to tender the subject shares of Stock, and any cash or kind consideration received for such Shares shall be invested by the Trustee in cash, stocks, bonds or mutual funds or any combination thereof deemed appropriate by the Administrator. Any cash or kind consideration received for Stock and any investment earnings therefrom shall be credited to the Account of the Participant in a manner that reflects the Account values for each Participant prior to such tender.

3.2 Determination of Account. A Participant's Account as of each Determination Date shall consist of the balance of the Account as of the immediately preceding Determination Date, minus the amount of any distributions made, plus any earnings or gains and minus any losses since the immediately preceding Determination Date. Each Participant Account will be credited with dividends quarterly corresponding to dividends paid each quarter on Synovus common stock. These dividend equivalents will be invested in additional stock units through the Company's Dividend Reinvestment and Direct Stock Purchase Plan. Each stock unit represents the right to receive one share of Synovus common stock in accordance with the distribution election made pursuant to Article VII.

3.3 Statement of Account. The Administrator shall submit to each Participant, within one hundred twenty (120) days after each calendar year end and at such other times as determined by the Administrator, a statement setting forth the balance to the credit of the Participant's Account.

3.4 Unfunded Plan. It is the intention of the Employer and the Participant that the arrangements hereunder be unfunded for U.S. income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Participant shall have the status of a general unsecured creditor of the Employer. This Plan constitutes a mere promise by the Employer to make benefit payments in the future. The Trust and any assets held by the Trustee shall conform in all material respects to the terms of the model trust as described in U.S. Internal Revenue Service Revenue Procedure 92-64. The Company shall create the Trust in order to identify assets to be used for the purposes designated herein. The Trust shall be irrevocable.

ARTICLE IV

PLAN BENEFITS

4.1 Benefits-General. The Employer shall pay to each Participant his or her Plan Benefit. Distribution of a Participant's Plan Benefit shall commence in accordance with Article VII hereof.

4.2 Death Benefits. On or before the fifteenth day of the calendar month following the death of a Participant, the Employer shall pay to the Participant's Beneficiary an amount equal to the remaining unpaid balance of the Participant's Account in a single lump payment.

4.3 Payment to Guardian. If a Plan Benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of property, the Administrator may direct payment of such Plan Benefit to the guardian, legal representative or person having the care and custody of such minor or incompetent person. The Administrator may require proof of incompetency, minority, incapacity or guardianship, as it may deem appropriate prior to distribution of the Plan Benefit. Such distribution shall completely discharge the Administrator and the Employer from all liability with respect to such Plan Benefit.

4.4 Source of Payment. Subject to the terms of the Trust, the Administrator shall direct the Trustee to make payment out of the Trust of any benefit which has become payable under the terms of this Plan. To the extent a Participant Account is held in Shares, such Shares shall be distributed in kind pursuant to any direction from the Administrator to the Trustee for a benefit distribution. To the extent not satisfied by distribution from the Trust, the Employer shall remain liable to the Participants and their Beneficiaries for the payment of and Plan Benefits due and payable hereunder.

ARTICLE V

BENEFICIARY DESIGNATION

5.1 Beneficiary Designation. A Participant shall have the right, at any time, to designate any person or persons as his Beneficiary or Beneficiaries (primary and/or contingent) to whom payment under this Plan shall be paid in the event of death prior to complete distribution to the Participant of the benefits due under the Plan. Each beneficiary designation shall be in a written form prescribed by the Administrator consistent with Exhibit A hereof and will be effective only when filed with the Administrator during the Participant's lifetime.

5.2 Amendments. Any beneficiary designation may be changed by the Participant without the consent of any designated Beneficiary by the filing of a new beneficiary designation with the Administrator. The filing of a new beneficiary designation form will cancel all beneficiary designations previously filed.

5.3 No Beneficiary Designation. If any Participant fails to designate a Beneficiary in the manner provided above, or if each Beneficiary designated by a deceased Participant predeceases the Participant, the Administrator shall distribute such Participant's benefits to the Participant's estate.

5.4 Effect of Payment. Payment to the Beneficiary, or estate as provided above, shall completely discharge the Employer's obligations under this Plan.

ARTICLE VI

VESTING

6.1 A Participant shall be 100% vested in his Account balance at all times.

ARTICLE VII

DISTRIBUTIONS

7.1 Benefit Payment Schedule. Subject to the other provisions of this Plan including Section 5.2, Plan Benefits shall be payable pursuant to the election made by the Participant as provided by the Administrator in a manner consistent with Exhibit B hereof as follows:

(1) Retirement. As soon as practicable following the Participant's termination of employment with the Employer, payment shall be made either in:

(a) A lump sum distribution, or

(b) Annual installments over a period of five (5) to fifteen
(15) years as specified in the "deferral election table" in the Participant's Deferral Election Form.

In either case, the timing of distribution shall be consistent with that selected by the Participant in the respective Deferral Election Form.

(2) Other Specified Date. As soon as practicable following a date specified in the "deferral election table" in the Participant's Deferral Election Form, payment shall be made either in:

(a) A lump sum distribution, or

(b) Annual installments over a period of five (5) to fifteen
(15) years as specified in the "deferral election table" in the Participant's Deferral Election Form.

In no event shall the date specified in this Section 7.1(2) be earlier than five
(5) years from the date of exercise of the stock options listed in the Participant's respective Deferral Election Form.

In either case, the timing of distribution shall be consistent with that selected by the Participant in the respective Deferral Election Form.

7.2 Pre-mature Distribution.

(a) Notwithstanding the above, a participant may elect to receive a partial or complete distribution of his Plan Benefits in case of a financial hardship defined under equitable and consistent rules established by the Administrator.

(b) In the case of a Participant's death, distribution shall be made consistent with Articles IV and V as soon as practicable.

7.3 Partial Distributions. Any partial distribution from a Participant's Account shall be pro rata as between Shares held in the Account on the date of the distribution.

ARTICLE VIII

ADMINISTRATION

8.1 Administrator Duties. This Plan shall be administered by the Administrator.

8.2 Agents. The Administrator may appoint individual(s) to act as the Administrator's agent with respect to the day-to-day administration of the Plan. In addition, the Administrator may, from time to time, employ other agents and delegates to aid in such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Employer.

8.3 Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated by the Administrator hereunder shall be final and binding upon all persons having any interest in the Plan.

ARTICLE IX

CLAIMS PROCEDURE

9.1 Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Administrator, which shall respond in writing as soon as practicable.

9.2 Denial of Claim. If the claim or request is denied, the written notice of denial shall be made within ninety (90) days of the date of receipt of such claim or request by the Administrator and shall state:

(a) The reason for denial, with specific reference to the Plan provisions on which the denial is based;

(b) A description of any additional material or information required and an explanation of why it is necessary; and

(c) An explanation of the Plan's claim review procedure.

9.3 Review of Claim. Any person whose claim or request is denied or who has not received a response within ninety (90) days may request review by notice given in writing to the Administrator within sixty (60) days of receiving a response or one hundred fifty (150) days from the date the claim was received by the Administrator. The claim or request shall be reviewed by the Administrator who may, but shall not be required to, grant the claimant a hearing. On review, the claimant, assisted by professional representation if desired, may examine pertinent documents, and may submit issues and comments in writing.

9.4 Final Decision. The decision on review shall normally be made within sixty
(60) days after the Administrator's receipt of a request for review. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days after the Administrator's receipt of a request for review. The decision shall be in writing and shall state the reasons and relevant Plan provisions. All decisions on review shall be final and binding on all parties concerned.

ARTICLE X

AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment. The Company may at any time amend the Plan (other than Section 10.2) in whole or in part, provided, however, that no amendment shall be effective to retroactively decrease or restrict a Plan Benefit as to amount or timing or manner of distribution of any Account maintained under the Plan without the consent of each Participant who would be affected by the amendment.

10.2 Termination of Plan. The Company may at any time terminate the Plan in its entirety and make immediate distribution of all Plan Benefits hereunder if, in its judgment, a material change in the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would make continuance of the Plan not in the best interests of the Employer. If the Plan is terminated all Participants with an Account balance at the time of such termination shall be equally entitled to the same rights and privileges with regard to distributions of an Account, which shall be made in a single lump sum distribution as soon as practicable after the date on which the Plan is terminated in accordance with policies and procedures prescribed by the Administrator.

ARTICLE XI

MISCELLANEOUS

11.1 Employer's Obligations Limited. The Employer shall have no obligation under this Plan with respect to any individuals other than the Participants and their Beneficiaries.

11.2 Nonassignability. No Participant or any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or separation for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, nor be transferable by operation of law in the event of the Participant's or other person's bankruptcy or insolvency.

11.3 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Employer and any Participant, and the Participants (or the Participants Beneficiaries) shall have no rights against the Employer, except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give any Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discipline or discharge any Participant at any time. Any such rights shall be governed by independent and unrelated contractual arrangements between the parties, should such arrangements be consummated.

11.4 Participant Cooperation. Each Participant will cooperate with the Employer by furnishing any and all information requested by the Employer in order to facilitate the payment of benefits hereunder and such other action as may be requested by the Employer.

11.5 Terms. Wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

11.6 Captions. The captions of articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.7 Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the United States and the state of Georgia.

11.8 Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein. In addition, the Company makes no representations regarding the tax consequences of the Plan and the Company is not responsible or obligated for any adverse tax consequences which may result to Participants and their Beneficiaries from the Plan.

11.9 Notice. Any notice or filing required or permitted to be given to the Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Chairman of the Board with a copy to the Employer's then General Counsel, the Plan Administrator, or the President or Chief Financial Officer of the Employer. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of three (3) days following the date shown on the postmark or on the receipt for registration or certification.

11.10Indemnification. Each Participant shall indemnify and hold harmless the Company and its affiliates from and against all Federal, state and local taxes and withholding obligations (including, without limitation, income, FICA and other employment taxes and withholding, but excluding the employer's share of FICA or any other payroll or employment tax), and all related penalties and interest, payable by Participant (as primary obligor) at any time with respect to such Participant's Account (including, without limitation, any distribution from Participant's Account) (collectively, the "Tax Related Costs"). The Company and Participant agree that any Tax Related Costs shall first be deducted by the Company or any affiliate from any amounts or assets owed to or in respect of such Participant by the Company or an affiliate on the date hereof or any date hereafter (including, without limitation, any amounts or assets held in the Participant's Account and any amounts earned by the Participant in respect of services rendered prior to or at any time after the date hereof) to the extent of the amounts or fair market value thereof, and only the balance, if any, may be collected from the Participant.

ARTICLE XII

INDIVIDUAL BENEFITS

12.1 Participants' Schedule of Benefits. The initial amount of the Benefit provided to each Participant under the Plan shall be the value of the number of shares listed and confirmed in writing by the Administrator to the Participant as soon as practicable after the corresponding election have been made pursuant to this Plan.

IN WITNESS WHEREOF, and pursuant to resolution of the Board of Directors of the undersigned, the Company has caused this instrument to be executed by its duly authorized officer as of the Effective Date.

SYNOVUS FINANCIAL CORP.

By:  /s/Steven C. Evans
    ------------------------------------
         Steven C. Evans
         Senior Vice President

EXHIBIT A

BENEFICIARY DESIGNATION

___________________ ("Participant") hereby designates the following person(s) as beneficiaries entitled, upon my death, to any payments in accordance with the terms and provisions of the Synovus Financial Corp. Deferred Stock Option Plan ("Plan"), this beneficiary designation being made by Participant pursuant to the terms of the Plan:

Primary Beneficiary (Beneficiaries):

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:

Contingent Beneficiary (Beneficiaries):

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 Plan administrator.

IN WITNESS WHEREOF, Participant has affixed his hand and seal, this ___day of ________________, 200_ .

EXHIBIT B

SYNOVUS FINANCIAL CORP.
ELECTION TO DEFER STOCK OPTION GAINS

In accordance with the terms and conditions of the Synovus Financial Corp. Deferred Stock Option Plan ("Plan"), I irrevocably elect to defer the gain from the exercise of the stock options listed in the table below in the manner and to the extent provided on this form, subject to approval of the Plan by the Synovus Financial Corp. Compensation Committee and Board of Directors. In making this election, I understand that:

* These options may not be exercised until: (1) the calendar year following the date of this election and (2) six months have passed since the date of this election.

* The exercise price of these options must be paid to Synovus through the delivery of shares of Synovus common stock.

* The shares used for payment must have been owned by me for more than six months and must not have been used for another stock option exercise within the past six months (unless they were purchased on the open market).

* Upon exercise of any of these options, an account established in my name with Synovus will be credited with a number of deferred stock units equal to the number of gain shares being deferred.

* My deferred stock unit account will be credited with dividend equivalents annually corresponding to dividends paid each year on Synovus common stock. Dividend equivalents will be invested in additional stock units.

* Each deferred stock unit represents the right to receive one share of Synovus common stock in accordance with the distribution election made below following the deferral period.

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Grant Date                Number of  Shares      Exercise Price          Timing of              Form of Distribution
                          (minimum of 5,000                              Distribution (either   (either lump sum or
                          shares)                                        "retirement" or a      annual
                                                                         specified date--date    installments.  For
                                                                         must be at least 5     installments, please
                                                                         years from exercise)   specify between 5
                                                                                                and 15 years)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

This election is subject to the terms of Synovus Deferred Stock Option Plan, and the stock option plan and award agreement under which the respective options were granted.

I affirm that my decision to defer was made after consulting with my financial or tax advisor, and that my decision was not made in reliance upon any financial or tax information or advice provided by Synovus Financial Corp. I also understand that no advance ruling or determination has been obtained from the Internal Revenue Service guaranteeing the deferral of income taxes under this program.

SPLIT DOLLAR INSURANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the _____ day of

_________________, 2001 between SYNOVUS FINANCIAL CORP. ("the Corporation") and

SYNOVUS TRUST COMPANY, as Trustee of the JOHN EXECUTIVE 2001 IRREVOCABLE LIFE

INSURANCE TRUST DATED _____________________, 2001 ("the Trustee"):

W I T N E S S E T H:

WHEREAS, the Trustee is the owner of certain policies of insurance on the

joint lives of JANE EXECUTIVE and JOHN EXECUTIVE ("the Insureds"), as reflected

on Exhibit "A" attached hereto and by this reference made a part hereof ("the

Policies");

WHEREAS, JOHN EXECUTIVE ("Mr. Executive") is currently serving as

___________________ of the Corporation and is a valued and trusted officer and

employee of the Corporation;

WHEREAS, the Corporation desires to encourage Mr. Executive to continue

rendering valuable services to the Corporation;

WHEREAS, to enhance its employment relationship with Mr. Executive as well

as provide insurance protection for Mr. Executive's family, the Corporation is

willing to establish a split dollar insurance arrangement under which it will

assist the Trustee with the payment of the premiums on the Policies, as well as

on any policy of insurance issued in substitution therefore;

WHEREAS, in exchange for the aforementioned premium assistance, the Trustee

is willing to agree to reimburse the Corporation (in the event of a termination

of this Agreement) the lesser of the amount of the premiums on the Policies paid

by the Corporation or the cash surrender value of the Policies;

WHEREAS, this Agreement is intended to qualify as a split dollar

arrangement for the purchase of the Policies, as that term is described in

Revenue Ruling 64-328, 1964-2 C.B. 11, issued by the United States Internal

Revenue Service;

NOW, THEREFORE, in consideration of the foregoing and of the services

heretofore and hereafter rendered by Mr. Executive to the Corporation, and for

other good and valuable consideration, the receipt, sufficiency and adequacy of

which are hereby acknowledged, the Corporation and the Trustee, both intending

to be legally bound, agree as follows:

1. Ownership of the Policies. The Trustee shall have and may exercise any

and all rights, options, privileges and incidents of ownership in and to the

Policies, including, but not limited to, the right to designate beneficiaries,

select settlement and dividend options, borrow on the security of the Policies

and surrender the Policies, subject only to the terms of this Agreement. The

Corporation shall have no right, title, interest or incident of ownership in or

to the Policies, and is expressly prohibited from borrowing on the security of

the Policies, withdrawing funds from the Policies, or

surrendering or canceling the Policies. All ownership rights to the Policies may

be exercised by the Trustee without the consent of the Corporation.

2. Payment of Premiums. The Corporation shall pay all of the scheduled

annual gross premiums due on the Policies (see attached Exhibit "B". The

Corporation's premium checks for the Policies shall be remitted before the

expiration of the grace period on the Policies.

3. Policy Dividends. No dividends are anticipated under the Policies (as

represented by Exhibit "A" and Exhibit "B"); however, any dividends attributable

to the Policies shall be applied as elected by the Trustee. If the Trustee fails

to make such election, such dividends shall be applied to the purchase of

paid-up additional insurance. This additional insurance will have a cash value

of at least the amount of dividends used to purchase it. Upon the death of the

survivor of the Insureds, such additional insurance shall be part of the

proceeds of the Policies payable in accordance with Paragraph 6 of this

Agreement.

4. Reimbursement of Corporation. The Trustee shall reimburse the

Corporation in an amount ("the Reimbursement Amount") equal to the lesser of:

(i) the total sum advanced by the Corporation for the payment of premiums on the

Policies from the date of the inception of the Policies to the Termination Date,

or (ii) the cash surrender value of the Policies on the Termination Date. The

payment of the Reimbursement Amount shall occur no later than ninety (90) days

after the Termination Date. Should the

Trustee fails to pay to the Corporation the Reimbursement Amount within the

ninety (90) days period, the Corporation may exercise any rights it may have

pursuant to the collateral assignment to collect the Reimbursement Amount.

5. Collateral Assignment. In consideration of the covenants by the

Corporation, the Trustee will file with the Insurer within a reasonable period a

collateral assignment to the Corporation of the Policies in a form as set forth

in Exhibit "B" attached hereto and incorporated herein by reference. The

Corporation's collateral interest in the Policies at any time shall be equal to

the Reimbursement Amount.

6. Entitlement to Death Proceeds of the Policies. Upon the death of the

survivor of the Insureds, the Corporation shall be entitled to receive a portion

of the proceeds of the Policies equal to the Reimbursement Amount. The

beneficiary designated by the Trustee shall be entitled to receive the proceeds

of the Policies payable on account of the deaths of the Insureds in excess of

the Reimbursement Amount payable to the Corporation. If the Trustee fails to pay

to the Corporation the Reimbursement Amount within ninety (90) days of the death

of the survivor of the Insureds, the Corporation may exercise any rights it may

have pursuant to the collateral assignment to collect the Reimbursement Amount.

7. Termination. This Agreement shall be terminated upon the earlier to

occur of the following events ("the Termination Date"):

(i) the death of the survivor of the Insureds;

(ii) the termination of this Agreement, but only in writing signed by or on

behalf of both the Corporation and the Trustee.

8. Amendment. This Agreement may be amended at any time and from time to

time, but only in writing signed by or on behalf of both the Corporation and the

Trustee.

9. Successors and Assigns. This Agreement shall be binding on both the

Corporation and the Trustee, and on behalf of their respective successors and

assigns.

10. Insurers Not Parties. The Insurers are not parties to this Agreement.

Payment or other performance of their contractual obligations in accordance with

the terms and provisions of the Policies shall fully discharge the Insurers from

any and all liability thereunder.

11. Notices. All notice requirements to be given to the parties hereto

shall be in writing and sent by certified or registered mail as follows:

(i) To the Trustee:

Synovus Trust Company

c/o _____________________

P. O. Box 120

Columbus, Georgia 31902

(ii) To the Corporation:

Synovus Financial Corp.

P. O. Box 120

Columbus, Georgia 31902

12. Entire Agreement. This Agreement sets forth the entire agreement of the

parties with respect to the subject matter hereof, and any and all prior

agreements or understandings with respect to such subject matter are superseded.

13. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Georgia.

14. Time of the Essence. Time is of the essence of this Agreement.

15. ERISA Provisions. To comply with the requirements of the Employee

Retirement Income Security Act of 1974 ("ERISA"), the following provisions are

made a part of this Agreement.

(i) The Director of Human Resources shall serve as the "named fiduciary" as

that term is defined under ERISA (or any successor position thereto).

(ii) The funding policy under this Agreement is that all premiums on the

Policies shall be paid by the Corporation to the Insurer when due.

(iii) Direct payment of the Policy proceeds by the Insurer is the basis of

payment of benefits under this Agreement, the benefits being based upon the

payment of premiums as provided under this Agreement.

(iv) Director of Human Resources shall serve as the "Claims Manager" as

that term is defined under ERISA. If for any reason a claim for benefits under

this Agreement is denied by the Corporation, the Claims Manager shall provide

the Trustee with a written explanation setting forth the basis for the denial of

such claim, referencing the applicable provisions of the Agreement upon which

such denial of benefits is based, including such other relevant information as

necessary to advise the Trustee of the basis for denial of such claim and

advising the Trustee of the procedures to be followed in seeking review of the

claim. Any claim under this Agreement shall be deemed filed when made orally or

in writing to the Claims Manager. Any denial of a claim shall be delivered to

the Trustee in writing within ninety (90) days of the claim. The Trustee shall

have sixty (60) days following the receipt of the written denial of the claim to

file with the Claims Manager a written request for review of the denial. The

Trustee, or its representative, shall be entitled to submit relevant documents

and comments for purposes of this review. The Claims Manager shall have sixty

(60) days from receipt of the request for review to make a determination with

respect to the requested review and provide the Trustee with a written decision

providing a specific explanation for the decision referencing the appropriate

provisions of the Agreement on which the decision is based.

IN WITNESS WHEREOF, the Trustee has set its hand and affixed its seal and

the Corporation has caused this instrument to be executed by its duly authorized

officers and its corporate seal affixed, the day and year first above written.

SYNOVUS TRUST COMPANY,
Trustee of the JOHN EXECUTIVE
2001 Irrevocable Life Insurance Trust
dated________________, 2001

By:___________________________
its:____________________________

SYNOVUS FINANCIAL CORP.

By:__________________________
Title:

Attest:________________________
Title:

(Corporate Seal)

Exhibit "A"

Insurer & Policy Number Face Value

Exhibit "B"

EXECUTIVE BENEFIT SUBSTITUTION AGREEMENT

THIS AGREEMENT made and entered into as of the _____ day of ______________,

2001, between Mr. John Executive ("Mr. Executive") and SYNOVUS FINANCIAL CORP.

("the Corporation").

WITNESSETH:

WHEREAS, Mr. Executive is currently serving as ________________ of the

Corporation;

WHEREAS, the Board of Directors of the Corporation has adopted the Synovus

Financial Corp. Deferred Compensation Plan for Select Employees ("the Plan")

pursuant to an amended and restated Plan document dated January 2, 2002;

WHEREAS, Mr. Executive and the Corporation have determined and hereby

acknowledge that as of July 31, 2001, Mr. Executive had accrued under the Plan

the right to receive a retirement benefit payable in the future according to

various options set forth in the Plan ("the Accrued Plan Benefit");

WHEREAS, Mr. Executive and the Corporation desire for the Corporation to

provide certain assistance to SYNOVUS TRUST COMPANY, as TRUSTEE OF THE JOHN

EXECUTIVE 2001 IRREVOCABLE LIFE INSURANCE TRUST DATED ___________________, 2001

("the Trustee"), in purchasing certain policies of insurance on the joint lives

of JANE EXECUTIVE and Mr. Executive ("the Policies"), in substitution of Mr.

Executive's Accrued Plan Benefit;

WHEREAS, the Corporation and the Trustee have entered into that certain

Split Dollar Insurance Agreement dated ___________________, 2001 ("the Split

Dollar Agreement"), for the Corporation to provide assistance to the Trustee in

purchasing the Policies.

NOW, THEREFORE, in consideration of the foregoing, and for other good and

valuable consideration, the receipt, sufficiency and adequacy of which are

hereby acknowledged, Mr. Executive and the Corporation, both intending to be

legally bound, agree as follows:

1. The Corporation shall remit the scheduled annual gross premiums on the

Policies as set forth in the Split Dollar Agreement. Upon the payment by the

Corporation of the scheduled annual gross premiums pursuant to the Split Dollar

Agreement, Mr. Executive will be deemed to have waived and released a portion of

the Accrued Plan Benefit, and the Accrued Plan Benefit shall be reduced by an

amount equal to:

o the total sums advanced by the Corporation for the payment of the premiums on

the Policies, less o the cash surrender value of the Policies on the date of

such premium payment, less o the aggregate amount of Plan reductions pursuant to

this Agreement prior to the date of such premium payment.

2. In the event that the Split Dollar Agreement is terminated prior to

the earlier of (a) the payment of the last scheduled premium under the Split

Dollar Agreement or (b) Mr. Executive's retirement (as defined in the Plan), Mr.

Executive will be deemed to have waived and released a portion of the Accrued

Plan Benefit, determined as follows:

* the total sums advanced by the Corporation for the payment of the premiums on the Policies, less

* the cash actually received by the Corporation as a result of the termination of the Split Dollar Agreement, less

* the aggregate amount of Plan reductions pursuant to this Agreement prior to the date of such termination.

Thereafter, neither party to this Agreement shall have any further obligation

hereunder.

3. If the Split Dollar Agreement is not terminated as set forth above,

then Mr. Executive will be deemed to have waived and released the entirety of

the Accrued Plan Benefit, and the Accrued Plan Benefit shall be reduced to zero,

upon the earliest to occur of: (a) an agreement between the Corporation and the

Trustee to change the premium payment schedule under the Split Dollar Agreement

in any way that results in the last scheduled premium being paid earlier than as

currently set forth in the Split Dollar Agreement, or (b) the payment of the

last scheduled premium under the Split Dollar Agreement.

4. Mr. Executive reserves his rights to, and this Agreement shall neither

reduce nor otherwise have any effect upon, any benefits accrued or accruing to

the

benefit of Mr. Executive under the Plan other than the Accrued Plan Benefit

including, without limitation, any benefit accruing on or after _____________,

2001.

5. This Agreement may be amended at any time and from time to time, but

only in writing signed by or on behalf of both Mr. Executive and the

Corporation.

6. This Agreement shall be binding upon and inure to the benefit of Mr.

Executive, his heirs, successors and assigns and the Corporation, its successors

and assigns.

7. All notice requirements to be given to the parties hereto shall be in

writing and sent by certified or registered mail as follows:

(i) To Mr. Executive:

(ii) To the Corporation:

Synovus Financial Corp.

P. O. Box 120

Columbus, Georgia 31902

8. This Agreement shall be governed by and construed in accordance with the

laws of the State of Georgia.

9. Time is of the essence of this Agreement.

IN WITNESS WHEREOF, Mr. Executive has set his hand and affixed his seal and the Corporation has caused this instrument to be executed by its duly authorized officers and its corporate seal affixed, the day and year first above written.

SYNOVUS FINANCIAL CORP.

By:_______________________________________
Title:

Attest:___________________________________
Title:

(Corporate Seal)

____________________________________(Seal)
JOHN EXECUTIVE