SYNOVUS FINANCIAL CORP (Form: S-4, Received: 07/21/2005 14:31:14)

As filed with the Securities and Exchange Commission on July 21, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Synovus Financial Corp.

(Exact name of registrant as specified in its charter)


Georgia	6022	58-1134883
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1111 Bay Avenue, Suite 500

Columbus, Georgia 31901

(706) 649-5220

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Kathleen Moates, Senior Deputy

General Counsel

Synovus Financial Corp.

1111 Bay Avenue, Suite 500

Columbus, Georgia 31901

(706) 649-5220

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

With a copy to:

Jeffrey M. Stein

King & Spalding LLP

191 Peachtree Street

Atlanta, Georgia 30303

(404) 572-4600

Approximate date of commencement of proposed exchange offer: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE




		Proposed Maximum	Proposed Maximum	Amount of
Title of Class of	Amount to	Offering Price	Aggregate	Registration
Securities to be Registered	be Registered	per Unit(1)	Offering Price(1)	Fee

5.125% Subordinated Notes Due 2017	$450,000,000	100%	$450,000,000	$52,965(2)


(1)	Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

(2)	The second prospectus that is part of this registration statement will only be used by Synovus Securities, Inc., which is an affiliate of Synovus Financial Corp., in connection with offers and sales related to market-making transactions of an indeterminate amount of Synovus Financial Corp.’s 5.125% Subordinated Notes due 2017. Pursuant to Rule 457(q) under the Securities Act of 1933, no additional filing fee is required.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement covers the registration of $450,000,000 aggregate principal amount of our 5.125% Subordinated Notes due 2017 (the “new notes”) that may be exchanged for an equal aggregate principal amount of our outstanding 5.125% Subordinated Notes due 2017 (the “old notes”, and together with the new notes, the “notes”). This registration statement also covers the registration of new notes for resale by Synovus Securities, Inc. in market-making transactions. The complete prospectus relating to the exchange offer follows this explanatory note. Following the exchange offer prospectus are certain pages of the prospectus relating solely to market-making transactions that may be made by Synovus Securities, Inc., including alternate front and back cover pages, and alternate sections entitled “Use of Proceeds,” “Legal Matters” and “Plan of Distribution.” In addition, the market-making prospectus will not include the following captions (or the information set forth under those captions) in the exchange offer prospectus: “Summary — The Exchange Offer,” “The Exchange Offer” and “Certain United States Federal Income Tax Consequences.” All other sections of the exchange offer prospectus will be included in the market-making prospectus.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 21, 2005

Synovus Financial Corp.

Offer to Exchange

$450,000,000

5.125% Subordinated Notes Due 2017

that have been registered under the Securities Act of 1933

for

any and all outstanding 5.125% Subordinated Notes Due 2017

that have not been registered under the Securities Act of 1933

The New Notes


	•	The terms of the new notes are substantially identical to the old notes, except that the new notes have been registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act, and the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.

	•	The new notes will bear interest at the rate of 5.125% per year. We will pay interest on the new notes semi-annually on June 15 and December 15 of each year, beginning December 15, 2005.

	•	The new notes will mature on June 15, 2017.

	•	The new notes may not be redeemed prior to maturity and are not subject to repayment at the option of the holders prior to maturity.

	•	The new notes will rank junior in right of payment to all of our senior indebtedness and effectively junior to all indebtedness and other liabilities of our subsidiaries.

	•	The new notes will be our unsecured obligations, will not be savings accounts, deposits or other obligations of ours or any of our subsidiaries and will not be insured by the Federal Deposit Insurance Corporation, which we refer to as the FDIC, the bank insurance fund or any other governmental agency or instrumentality.

	•	We do not intend to list the new notes on any securities exchange.

The Exchange Offer


	•	The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless extended.

	•	The exchange offer is not subject to any conditions other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the SEC and that there be no change in our business or financial affairs that, in our reasonable judgment, might materially impair our ability to proceed with, or that would materially impair the contemplated benefits to us of, the exchange offer.

	•	All old notes that are validly tendered and not validly withdrawn will be exchanged for an equal principal amount of new notes.

	•	Tenders of old notes may be withdrawn at any time before the expiration of the exchange offer.

We are not asking you for a proxy, and you are requested not to send us a proxy.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2005.

TABLE OF CONTENTS


	Page

Where You Can Find More Information		ii
Summary		1
Forward-Looking Statements		7
Summary Financial Data		9
Use of Proceeds		11
Ratio of Earnings to Fixed Charges		11
Certain Regulatory Considerations		12
The Exchange Offer		16
Description of the New Notes		27
Certain United States Federal Income Tax Consequences		36
Plan of Distribution		36
Legal Matters		37
Experts		37
EX-4.1 INDENTURE, DATED AS OF JUNE 20, 2005
EX-4.2 FORM OF NEW 5.125% SUBORDINATED NOTE DUE 2017
EX-4.3 REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 20, 2005
EX-5.1 OPINION OF KING & SPALDING LLP.
EX-12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-23.2 CONSENT OF KPMG LLP.
EX-25.1 STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1.
EX-99.1 FORM OF LETTER OF TRANSMITTAL FOR OLD 5.125% SUBORDINATED NOTE DUE 2017
EX-99.2 FORM OF NOTICE OF GUARANTEED DELIVERY FOR OLD 5.125% SUBORDINATED NOTES DUE 2017
EX-99.3 FORM OF INSTRUCTIONS TO REGISTERED HOLDERS AND/OR DTC PARTICIPANT FROM BENEFICIAL OWNER.
EX-99.4 FORM OF LETTER TO REGISTERED HOLDERS.
EX-99.5 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTICATION NUMBER ON SUBSTITUTE FORM W-9.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act relating to our offering of the new notes. This prospectus is part of the registration statement. As described below, you may obtain from the SEC a copy of the registration statement and exhibits that we filed with the SEC when we registered the new notes. The registration statement may contain additional information that may be important to you. Statements made in this prospectus about legal documents may not necessarily be complete and you should read the documents which are filed as exhibits to the registration statement or otherwise filed with the SEC.

We also file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our SEC filings are also available at the office of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060.

We are “incorporating by reference” into this prospectus certain documents we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus and information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, until the later of the date on which we have completed the exchange offer or the end of the period during which this prospectus is available for use by participating broker-dealers and others with similar prospectus delivery requirements for use in connection with any resale of new notes:


	•	Annual Report on Form 10-K for the year ended December 31, 2004, as amended on April 28, 2005 by the Annual Report on Form 10-K/A for the year ended December 31, 2004;

	•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; and

	•	Current Reports on Form 8-K filed on January 19, 2005 (only the information contained in Item 1.01 thereof), January 20, 2005, January 25, 2005, February 3, 2005, March 28, 2005, June 14, 2005, July 12, 2005 and July 20, 2005 (only the information contained in Items 1.01 and 5.02 thereof).

You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, and copies of the indenture and the registration rights agreement at no cost, by writing or calling us at the following address:

Synovus Financial Corp.

1111 Bay Avenue, Suite 500

Columbus, Georgia 31901

(706) 649-5220


Attention:		G. Sanders Griffith, III

		Senior Executive Vice President,
		General Counsel and Secretary

To obtain timely delivery of this information, you must request it no later than five (5) business days before , 2005, the expiration date of the exchange offer.

You should rely only on the information contained in this prospectus. We have not authorized anyone else to provide you with additional or different information. We are only offering to exchange the old notes for new notes in states where the offer is permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document.

SUMMARY

The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you. Unless the context otherwise requires, in this prospectus “Synovus Financial Corp.” refers to Synovus Financial Corp. on a parent-only basis , and “our company,” “we,” “us,” “our” and similar expressions mean Synovus Financial Corp. and its consolidated subsidiaries. References to the “old notes” mean the unregistered 5.125% subordinated notes due 2017 and references to the “new notes” mean the 5.125% subordinated notes due 2017, which have been registered under the Securities Act.

Synovus Financial Corp.

General

We are a diversified financial services company and a registered financial holding company and bank holding company with approximately $25.9 billion in assets. We provide integrated financial services including banking, financial management, insurance, mortgage and leasing services through our bank subsidiaries and our other offices in Georgia, Alabama, South Carolina, Florida and Tennessee and electronic payment processing services through our 81% owned subsidiary, Total Systems Services, Inc., which we refer to as TSYS. We are based in Columbus, Georgia and our stock is traded on the New York Stock Exchange under the symbol “SNV.”

We are engaged in two business segments:


	•	financial services, which primarily involve commercial banking activities, as well as retail banking, financial management, mortgage, leasing and insurance services; and

	•	transaction processing services, which consist primarily of electronic payment processing services, including consumer, commercial, retail, government services, debit and stored value card processing and related services.

As of March 31, 2005, we had total assets of approximately $25.9 billion, net loans of $19.8 billion, total deposits of $19.1 billion and total shareholders’ equity of $2.7 billion.

Under the long-standing policy of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, a bank holding company is expected to act as a source of financial strength to its subsidiary banks and to commit resources to support these banks. As a result of this policy, we may be required to commit resources to our subsidiary banks in circumstances where we might not otherwise do so.

Our principal executive offices are located at 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901, and our telephone number is (706) 649-5220. Our website is www.synovus.com. Information included on our website is expressly not incorporated by reference into this prospectus.

Financial Services

We currently have 39 wholly owned first and second tier bank subsidiaries located in Georgia, Alabama, South Carolina, Florida and Tennessee, which we refer to as the bank subsidiaries.

Our bank subsidiaries offer commercial banking services, including commercial, financial, agricultural and real estate loans, and retail banking services, including accepting customary types of demand and savings deposits; making individual, consumer, installment and mortgage loans; safe deposit services; leasing services; automated banking services; automated fund transfers; and bank credit card services, including MasterCard and Visa services.

Our wholly owned non-bank subsidiaries are:


	•	Synovus Securities, Inc., Columbus, Georgia, which specializes in professional portfolio management for fixed-income securities, executing securities transactions as a broker-dealer and providing individual investment advice on equity and other securities;

	•	Synovus Trust Company, N.A., Columbus, Georgia, which provides trust services;

	•	Synovus Mortgage Corp., Birmingham, Alabama, which offers mortgage services;

	•	Synovus Insurance Services, Columbus, Georgia, which offers insurance agency services;

	•	Creative Financial Group, LTD., Atlanta, Georgia, which provides financial planning services;

	•	GLOBALT, Inc., Atlanta, Georgia, which provides asset management services; and

	•	Synovus Investment Advisors, Inc., Columbus, Georgia, which provides investment advisory services.

Transaction Processing Services

TSYS provides electronic payment processing and related services to financial and nonfinancial institutions. Services include transaction processing for consumer, retail, commercial, government services, stored value and debit cards. TSYS is based in Columbus, Georgia, and its common stock is traded on the New York Stock Exchange under the symbol “TSS.” TSYS provides processing services throughout the United States, Canada, Mexico, Honduras, Puerto Rico, Europe and the Asia-Pacific region. TSYS provides merchant services to financial institutions and other organizations through its wholly owned subsidiary, Vital Processing Services L.L.C., which we refer to as Vital, and its majority owned subsidiary, GP Network Corporation. TSYS acquired a 100% interest in Vital in March 2005. TSYS also offers value-added products and services to support its core processing services. Value-added products and services include risk management tools and techniques, such as credit evaluation, fraud detection and prevention and behavior analysis tools; revenue enhancement tools; and customer retention programs, such as loyalty programs and bonus rewards. We currently own 81% of TSYS through our wholly owned subsidiary, Columbus Bank and Trust Company, which we refer to as CB&T.

Recent Developments

On July 20, 2005, we announced our results of operations for the second quarter ended June 30, 2005. We had net income of $128.5 million for the second quarter of 2005, an increase of 22.2% from the $105.1 million earned in second quarter of 2004. Diluted earnings per share were $0.41, an increase of 19.9% from the $0.34 diluted earnings per share in the second quarter of 2004. For the first six months of 2005, we had net income of $245.2 million, an increase of 17.1% from the same period in 2004. Diluted earnings per share for the first six months of 2005 were $0.78, an increase of 14.7% from the first six months of 2004. At June 30, 2005, we had total assets of $26.7 billion, an increase of 13.4% from the first six months of 2004. Our equity capital, equal to $2.79 billion, represented 10.46% of total assets. Additional information concerning our historical results of operations is contained in the section entitled “Summary Financial Data” and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2005, each of which is incorporated by reference into this prospectus.

The Exchange Offer

On June 20, 2005, we completed the offering and sale of $450,000,000 aggregate principal amount of the old notes in a transaction exempt from registration under the Securities Act. We expect to use a portion of the net proceeds of that offering to repay at maturity our $200 million aggregate principal amount of 7.25% Senior Notes, which will mature on December 15, 2005, and the remainder of the net proceeds will be used for general corporate purposes. In connection with that offering, we entered into a

registration rights agreement with the initial purchasers of the old notes in which we agreed to commence this exchange offer. Accordingly, you may exchange your old notes for new notes which have substantially the same terms. Unless the context requires otherwise, we refer to the old notes and the new notes together as the notes. The following summary of the exchange offer is not intended to be complete. For a more complete description of the terms of the exchange offer, see “The Exchange Offer” in this prospectus.


Securities Offered		$450,000,000 aggregate principal amount of our 5.125% subordinated notes due 2017, registered under the Securities Act. The terms of the new notes offered in the exchange offer are substantially identical to those of the old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.

The Exchange Offer		We are offering new notes in exchange for a like principal amount of our old notes. We are offering these new notes to satisfy our obligations under a registration rights agreement which we entered into with the initial purchasers of the old notes. You may tender your outstanding notes for exchange by following the procedures described under the heading “The Exchange Offer.”

Expiration Date; Tenders; Withdrawal		The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless we extend it. You may withdraw any old notes that you tender for exchange at any time prior to the expiration date of this exchange offer. We will accept any and all old notes validly tendered and not validly withdrawn before the expiration date. See “The Exchange Offer — Procedures for Tendering Old Notes” and “— Withdrawal of Tenders of Old Notes” for a more complete description of the tender and withdrawal period.

Certain United States Federal Income Tax Consequences		Your exchange of old notes for new notes to be issued in the exchange offer will not result in any gain or loss to you for United States federal income tax purposes. See “Certain United States Federal Income Tax Consequences” for a summary of United States federal income tax consequences associated with the exchange of old notes for new notes and the ownership and disposition of those new notes.

Use of Proceeds		We will not receive any cash proceeds from the exchange offer.

Exchange Agent		The Bank of New York Trust Company, N.A.

Shelf Registration		If applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer, or upon the request of any holder of old notes under certain circumstances, we will be required to file, and use our reasonable best efforts to cause to become effective, a shelf registration statement under the Securities Act which would cover resales of old notes. See “The Exchange Offer — Registration Rights.”


Consequences of Exchanging Your Old Notes		Based on interpretations of the staff of the SEC, we believe that you will be allowed to resell the new notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if:

		• you are acquiring the new notes in the ordinary course of your business;

		• you are not engaging in and do not intend to engage in a distribution of the new notes;

		• you have no arrangement or understanding with any person to participate in the distribution of the new notes; and

		• you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of Synovus Financial Corp.

		If any of these conditions are not satisfied and you transfer any new notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for, or indemnify you against, any liability you incur.

		If you are a broker-dealer and you will receive new notes for your own account in exchange for old notes that you acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.

Consequences of Your Failure to Exchange Your Old Notes		Old notes that are not exchanged in the exchange offer will continue to be subject to the restrictions on transfer that are described in the legend on the old notes. In general, you may offer or sell your old notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. We do not currently intend to register offers or sales of the old notes under the Securities Act. If your old notes are not tendered and accepted in the exchange offer, it may become more difficult for you to sell or transfer your old notes.

As referenced elsewhere in this prospectus, there is currently no public market for the new notes and we do not intend to list the new notes on any national securities exchange or automated quotation system. Accordingly, no market for the new notes may develop and any market that develops may not last or fail to be liquid. To the extent that an active trading market does not develop, you may not be able to resell your new notes at their fair market value or at all. If a market for the new notes does develop, it is possible that you will not be able to sell your notes at a particular time or that the prices that you receive when you sell will be favorable. In addition, the trading market for any unsurrendered old notes and for old notes that are surrendered but not accepted could be adversely affected due to the limited amount of old notes that we expect to remain outstanding following the exchange offer. See “Plan of Distribution” and “The Exchange Offer” for further information regarding the distribution of the new notes and the consequences of failure to participate in the exchange offers.

Summary of the Terms of the New Notes

The following is a summary of the terms of the new notes. The terms of the new notes are identical in all material respects to the terms of the old notes, except that the registration rights and related additional interest provisions and the transfer restrictions applicable to the old notes are not applicable to the new notes. The new notes will evidence the same debt as the old notes. The new notes and the old notes will be governed by the same indenture.


Securities		$450,000,000 in aggregate principal amount of 5.125% subordinated notes due 2017.

Maturity Date		June 15, 2017.

Interest		Annual rate: 5.125%.

Interest Payment Dates		June 15 and December 15 of each year.

First Interest Payment Date		December 15, 2005.

Record Dates		June 1 and December 1, whether or not a business day.

Ranking		The new notes constitute unsecured subordinated debt. They will rank:

		• junior in right of payment to all of our senior indebtedness from time to time outstanding;

		• effectively junior to all existing and future indebtedness and other liabilities of our subsidiaries;

		• equally with all of our subordinated debt that expressly provides that it ranks equally with the new notes; and

		• ahead of any of our debt that expressly provides that it is junior to the notes.

		As of March 31, 2005, the new notes would have been subordinated to approximately $239.3 million of our senior indebtedness and approximately $22.4 billion of indebtedness and other liabilities of our subsidiaries, which includes $19.1 billion of deposits, and would have ranked equally with $300.0 million of our subordinated indebtedness.

Sinking Fund		None.

Optional Redemption/Repayment		We may not redeem the new notes, and the new notes are not subject to repayment at the option of the holders, prior to maturity.

Form, Denominations		The new notes will be issued in fully registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof, and will be represented by global securities deposited with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global securities will be effected only through records maintained by DTC and its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear system, and Clearstream Banking, société anonyme .


Acceleration Upon an Event of Default		Payment of principal of the new notes may be accelerated only in certain events involving the bankruptcy, insolvency or reorganization of Synovus Financial Corp. that constitute an event of default under the notes and the indenture. There is no right of acceleration in the case of a default in the payment of principal of or interest on the new notes or in the performance of any of our covenants contained in the notes or the indenture.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We may also make forward-looking statements in reports filed with the SEC that we incorporate by reference into this prospectus. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “estimates,” “projects,” “plans,” “may,” “could,” “should,” “would,” and similar expressions, but such terms are not the exclusive means of identifying such statements. These statements are based on beliefs and assumptions of our management and on information currently available to our management.

Examples of forward-looking statements contained or incorporated by reference in this prospectus include, but are not limited to:


	•	projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure, efficiency ratios and other financial terms;

	•	statements of plans and objectives of our company or our management or Board of Directors, including those relating to products or services;

	•	statements of future economic performance; and

	•	statements of assumptions underlying such statements.

We cannot assure you that the assumptions underlying our forward-looking statements are correct. In addition, please see our Annual Report on Form 10-K for the year ended December 31, 2004 (the “Form 10-K”) under the section entitled “Part I — Safe Harbor Statement” for a discussion of certain forward-looking statements appearing in the Form 10-K.

Forward-looking statements are not guarantees of performance. Forward-looking statements contained or incorporated by reference in this prospectus are also subject to risks, uncertainties and assumptions. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements contained or incorporated by reference in this prospectus. Many of these factors are beyond our ability to control or predict. These factors include, but are not limited to:


	•	competitive pressures arising from aggressive competition from other financial service providers;

	•	factors that affect the delinquency rate of our loans and the rate at which our loans are charged off;

	•	changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets;

	•	the ability of TSYS to achieve its net income goals for 2005;

	•	the strength of the U.S. economy in general and the strength of the local economies in which operations are conducted;

	•	the effects of and changes in trade, monetary and fiscal policies, and laws, including interest rate policies of the Federal Reserve Board;

	•	inflation, interest rate, market and monetary fluctuations;

	•	the timely development of and acceptance of new products and services and perceived overall value of these products and services by users;

	•	changes in consumer spending, borrowing and saving habits;

	•	the possibility that our implementation of, or responses to, technological changes will be more difficult or expensive than anticipated;

	•	our acquisitions are more difficult to integrate than anticipated;

	•	our ability to increase market share and control expenses;


	•	the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply;

	•	the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, the Financial Accounting Standards Board or other authoritative bodies;

	•	changes in our organization, compensation and benefit plans;

	•	the costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto;

	•	a deterioration in credit quality or a reduced demand for credit;

	•	our inability to successfully manage any impact from slowing economic conditions or consumer spending;

	•	TSYS does not convert the Chase portfolio as expected and maintain the card-processing functions of Chase for at least two years as expected;

	•	the merger of TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS clients;

	•	successfully managing the potential both for patent protection and patent liability in the context of the rapidly developing legal framework for expansive software patent protection;

	•	the impact on our business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and

	•	our success at managing the risks involved in the foregoing.

We believe that our forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made in order to reflect the occurrence of unanticipated events.

SUMMARY FINANCIAL DATA

The following summary consolidated financial data for and as of the years ended December 31, 2000 through 2004 are derived in part from our consolidated financial statements for those years, which have been audited by KPMG LLP, an independent registered public accounting firm. The following summary consolidated financial data for and as of the three months ended March 31, 2004, and 2005 have been derived in part from our unaudited consolidated financial statements, and in our opinion, reflect all adjustments (consisting only of normal recurring accruals) necessary to present fairly the data for those periods. Results for the three months ended March 31, 2005 may not be indicative of the results for the year ended December 31, 2005. The following information should be read in conjunction with and is qualified in its entirety by reference to the consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2004 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, which are incorporated by reference into this prospectus. See “Where You Can Find More Information.”


																	Three Months Ended
		Year Ended December 31,															March 31,

		2000			2001			2002			2003			2004			2004			2005

		(Dollars in thousands, except per share data)
Income Statement Data:
	Total revenues(1)	$	1,626,966		$	1,792,286		$	1,949,688		$	2,129,902		$	2,381,615		$	579,902		$	651,701
	Net interest income		562,332			629,791			717,504			763,064			860,679			202,747			226,862
	Provision for losses on loans		44,341			51,673			65,327			71,777			75,319			15,724			19,283
	Non-interest income(2)		1,065,415			1,164,217			1,234,822			1,369,329			1,521,011			377,090			425,110
	Non-interest expense(3)		1,155,176			1,232,483			1,299,470			1,422,143			1,588,366			393,323			438,240
	Net income		262,557			311,616			365,347			388,925			437,033			104,162			116,734
Per Share Data:
	Net income — basic	$	0.93		$	1.07		$	1.23		$	1.29		$	1.42		$	0.34		$	0.38
	Net income — diluted		0.92			1.05			1.21			1.28			1.41			0.34			0.37
	Cash dividends declared		0.44			0.51			0.59			0.66			0.69			0.17			0.18
	Book value		4.98			5.75			6.79			7.43			8.52			7.75			8.68
Balance Sheet Data:
	Investment securities	$	2,077,928		$	2,088,287		$	2,237,725		$	2,529,257		$	2,695,593		$	2,621,576		$	2,725,561
	Loans, net of unearned income		10,751,887			12,417,917			14,463,909			16,464,914			19,480,396			17,012,828			20,056,295
	Deposits		11,161,710			12,146,198			13,928,834			15,941,609			18,577,468			16,214,308			19,114,272
	Long-term debt		840,859			1,052,943			1,336,200			1,575,777			1,879,583			1,641,856			1,915,140
	Shareholders’ equity		1,417,171			1,694,946			2,040,853			2,245,039			2,641,289			2,358,424			2,698,871
	Average total shareholders’ equity		1,303,634			1,548,030			1,855,492			2,166,777			2,479,404			2,327,319			2,701,585
	Average total assets		13,466,385			15,375,004			17,414,654			20,412,853			23,275,001			21,913,168			25,392,540
Performance Ratios and Other Data:
	Return on average assets(4)		1.95	%		2.03	%		2.10	%		1.91	%		1.88	%		1.91	%		1.86	%
	Return on average equity(4)		20.14			20.13			19.69			17.95			17.63			18.00			17.52
	Net interest margin, before fees		4.36			4.28			4.27			3.90			3.92			3.91			3.98
	Net interest margin, after fees		4.70			4.65			4.65			4.26			4.22			4.24			4.11
	Efficiency ratio(3)		55.35			53.80			52.07			53.34			52.06			52.86			52.23


																	Three Months Ended
		Year Ended December 31,															March 31,

		2000			2001			2002			2003			2004			2004			2005

		(Dollars in thousands, except per share data)
	Dividend payout ratio(5)		47.83			48.57			48.76			51.56			48.94			50.00			48.65
	Average shareholders’ equity to average assets		9.68			10.07			10.65			10.61			10.65			10.62			10.64
	Average shares outstanding, basic		283,552			290,304			297,325			302,010			307,262			303,644			310,622
	Average shares outstanding, diluted		286,882			295,850			301,197			304,928			310,330			306,812			313,900
Asset Quality Ratios:
	Nonaccrual loans to loans		0.39	%		0.41	%		0.46	%		0.41	%		0.41	%		0.41	%		0.39	%
	Nonperforming assets to loans and foreclosed properties		0.52			0.54			0.64			0.58			0.52			0.56			0.52
	Net charge-offs to average loans		0.24			0.30			0.33			0.36			0.23			0.16			0.23
	Provision for loan losses to average loans		0.45			0.45			0.49			0.46			0.42			0.38			0.40
	Allowance to loans		1.38			1.38			1.38			1.37			1.36			1.39			1.36
	Allowance to non-accrual loans		354.52			331.04			299.45			335.19			330.30			337.19			354.07
	Allowance to non-performing assets		265.91			253.17			214.30			235.81			260.67			245.72			263.28
Liquidity and Capital Ratios:
	Loans to deposits		96.33			102.23			103.84			103.28			104.86			104.92			104.93
	Equity to assets		9.51			10.18			10.72			10.38			10.54			10.58			10.44
	Tier 1 Capital		11.54			11.76			11.38			10.43			10.04			10.34			9.87
	Total Capital		12.73			12.95			12.53			13.06			12.44			12.92			12.19
	Leverage		10.24			10.86			10.86			10.09			9.78			9.97			9.64


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

(2)	Includes reimbursable items, and with respect to the year ended December 31, 2002, impairment loss on private equity investment of $8.4 million (pre-tax).

(3)	For our Financial Services segment, which excludes TSYS.

(4)	Returns for the three-month periods ended March 31, 2004 and 2005 are annualized.

(5)	Determined by dividing dividends declared (excluding those of TSYS) by consolidated net income.

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the exchange offer. You will receive, in exchange for old notes tendered by you and accepted by us in the exchange offer, new notes in the same principal amount. The old notes surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase of our outstanding debt.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows the ratio of earnings to fixed charges of our company on a consolidated basis. The ratio of earnings to fixed charges has been computed by dividing:


	•	income before income taxes plus minority interest in TSYS’ net income plus fixed charges, by

	•	fixed charges.

Fixed charges represent interest expense, either including or excluding interest on deposits as set forth below, and one-third of net rental expense, which has been deemed to be equivalent to interest on long-term debt. Interest expense, other than on deposits, includes interest on long-term debt, federal funds purchased and securities sold under agreements to repurchase, mortgages, commercial paper and other funds borrowed.

Three Months

Year Ended December 31,

Ended March 31,

2000

2001

2002

2003

2004

2005

Including interest on deposits

1.79

2.01

2.72

3.10

3.36

3.49

2.83x

Excluding interest on deposits

4.55

6.02

8.20

8.37

9.11

9.33

7.82x

CERTAIN REGULATORY CONSIDERATIONS

Bank holding companies, financial holding companies and banks are regulated extensively under federal and state law. In addition, our non-bank subsidiaries are also subject to regulation under federal and state law. The following discussion sets forth some of the elements of the regulatory framework applicable to us. Additional information regarding supervision and regulation is included in the section entitled “Supervision, Regulation and Other Factors” in the Form 10-K. See “Where You Can Find More Information.” The regulatory framework is intended primarily for the protection of depositors and the Bank Insurance Fund and not for the protection of security holders and creditors.

General

We are a registered bank holding company and financial holding company subject to supervision and regulation by the Federal Reserve Board under the Bank Holding Company Act of 1956 and by the Department of Banking and Finance of the State of Georgia, which we refer to as the Georgia Banking Department, under the bank holding company laws of the State of Georgia. We became a financial holding company under the Gramm-Leach-Bliley Act of 1999, which we refer to as the GLB Act, in April 2000. Our subsidiary national banking associations are subject to regulation and examination primarily by the Office of the Comptroller of the Currency, which we refer to as the OCC, and, secondarily, by the FDIC and the Federal Reserve Board. Our state-chartered banks which are not members of the Federal Reserve System are subject to primary federal regulation and examination by the FDIC. Our state-chartered banks that are members of the Federal Reserve System are subject to primary federal regulation and examination by the Federal Reserve Board. Numerous other federal and state laws, as well as regulations promulgated by the Federal Reserve Board, the state banking regulators, the OCC and the FDIC, govern almost all aspects of the operations of our bank subsidiaries. Various federal and state bodies regulate and supervise our non-bank subsidiaries including our brokerage, investment advisory, insurance agency and processing operations. These include, but are not limited to, the SEC, the National Association of Securities Dealers, Inc., which we refer to as the NASD, federal and state banking regulators and various state regulators of insurance and brokerage activities.

As a bank holding company, our right to receive any distributions of assets of any subsidiary, upon that subsidiary’s liquidation or reorganization or otherwise (and thus your right to benefit indirectly from such distribution), is subject to the prior claims of creditors of that subsidiary, except to the extent we are also recognized as a creditor of that subsidiary. For example, if any of our bank subsidiaries is liquidated or reorganized, the bank subsidiary’s lenders and depositors would have the right to receive payment in full from the bank subsidiary before we received payment. In addition, the notes are not secured by any of the assets of our subsidiaries. At March 31, 2005, our subsidiaries had total indebtedness and other liabilities of approximately $22.4 billion, which includes approximately $19.1 billion of deposit liabilities.

Dividends

As a business corporation under the laws of the State of Georgia, we may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in our Articles of Incorporation, and unless, after payment of the dividend, we would not be able to pay our debts when they become due in the usual course of our businesses or our total assets would be less than the sum of our total liabilities. We are also subject to certain contractual and regulatory capital restrictions that limit the amount of cash dividends that we may pay.

The primary sources of funds for payment of principal and interest on our debt obligations (including the notes), for payment of dividends to our shareholders and for payment of our corporate expenses are dividends and fees paid to us from our bank subsidiaries and non-bank affiliates. Various federal and state statutory provisions and regulations limit the amount of dividends that our bank subsidiaries may pay.

Under the regulations of the Georgia Banking Department, a Georgia bank must have approval of the Georgia Banking Department to pay cash dividends if, at the time of such payment:


	•	the ratio of Tier 1 Capital to adjusted total assets is less than 6%;

	•	the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds 50% of its net after-tax profit before dividends for the previous calendar year; or

	•	its total classified assets in its most recent regulatory examination exceeded 80% of its Tier 1 Capital plus its allowance for loan losses, as reflected in the examination.

In general, the approval of the Alabama Banking Department, Florida Office of Financial Regulation or the Tennessee Department of Financial Institutions, as applicable, is required if the total of all dividends declared by an Alabama, Florida or Tennessee bank, as the case may be, in any year would exceed the total of its net profits, as defined by the regulatory agencies, for that year combined with its retained net profits for the preceding two years less any required transfers to surplus. In addition, the approval of the OCC is required for a national bank to pay dividends in excess of the bank’s retained net income, as defined by the OCC, for the current year plus retained net income for the preceding two years. Approval of the Federal Reserve Board is required for payment of any dividend by a state-chartered bank that is a member of the Federal Reserve System (sometimes referred to as a state member bank) if the total of all dividends declared by the bank in any calendar year would exceed the total of its net profits, as defined by regulatory agencies, for that year combined with its retained net profits for the preceding two years. In addition, a state member bank may not pay a dividend in an amount greater than its net profits then on hand.

Some of our bank subsidiaries have in the past been required to secure prior regulatory approval for the payment of dividends to us in excess of regulatory limits and may be required to seek approval for the payment of dividends to us in excess of those limits in the future. If prior regulatory approvals are sought, there is no assurance that any such regulatory approvals will be granted.

Federal and state banking regulations applicable to us and our bank subsidiaries require minimum levels of capital which limit the amounts available for payment of dividends. It is our present intention to continue to pay dividends on our common stock in an amount that results in a dividend payout ratio of at least 40%. We (including our predecessors) have paid cash dividends on our common stock in every year since 1891. Under restrictions imposed under federal and state laws, our bank subsidiaries could declare aggregate dividends to us of approximately $295 million during 2005 without obtaining regulatory approval.

Capital Requirements

We are required to comply with the capital adequacy standards established by the Federal Reserve Board and our bank subsidiaries must comply with similar capital adequacy standards established by the OCC, the FDIC and the Federal Reserve Board, as applicable. As a financial holding company, we and each of our subsidiaries are required to maintain capital levels required for a well-capitalized institution. See the section entitled “— Prompt Corrective Action” below.

There are two basic measures of capital adequacy for bank holding companies and their bank subsidiaries that have been promulgated by the Federal Reserve Board, the FDIC and the OCC: a risk-based measure and a leverage measure. All applicable capital standards must be satisfied for a bank holding company or a bank to be considered in compliance.

The bank regulatory agencies use a risk-adjusted calculation to aid them in their determination of capital adequacy by weighting assets based on the credit risk associated with on- and off-balance sheet assets. The majority of our risk-weighted assets are on-balance sheet assets in the form of loans. Approximately 12% of risk-weighted assets are considered off-balance sheet assets and primarily consist of letters of credit and loan commitments that we enter into in the normal course of business. Capital is categorized into two types: Tier I and Tier II.

In addition to the risk-based capital standards, a minimum leverage ratio (also referred to as the Tier I leverage ratio) of 4% is required for the highest-rated financial holding companies that are not undertaking significant expansion programs. An additional 1% to 2% may be required for other companies, depending upon their regulatory ratings and expansion plans. The leverage ratio is defined as Tier I capital divided by quarterly average assets, net of certain intangibles.

At March 31, 2005, our Total risk-based capital ratio was 12.19%, our Tier I capital ratio was 9.84% and our Tier I leverage ratio was 9.64%. Each of these ratios exceeds the current requirements under the Federal Reserve Board’s capital guidelines.

Each of our bank subsidiaries is subject to similar risk-based and leverage capital requirements adopted by its applicable federal banking agency, and each was in compliance with the applicable minimum capital requirements as of March 31, 2005.

Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on the taking of brokered deposits and other restrictions on its business. As described below, substantial additional restrictions can be imposed upon FDIC-insured depository institutions that fail to meet applicable capital requirements. See “— Prompt Corrective Action” below.

Commitments to Bank Subsidiaries

Under the Federal Reserve Board’s policy, we are expected to act as a source of financial strength to our bank subsidiaries and to commit resources to support our bank subsidiaries in circumstances when we might not do so absent that policy. In addition, any capital loans by us to any of our bank subsidiaries would also be subordinate in right of payment to depositors and to certain other indebtedness of that bank.

In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to a priority of payment. In addition, the Federal Deposit Insurance Act provides that any financial institution whose deposits are insured by the FDIC generally will be liable for any loss incurred by the FDIC in connection with the default of, or any assistance provided by the FDIC to, a commonly controlled financial institution. All of our bank subsidiaries are FDIC-insured institutions.

Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991, which we refer to as the FDIC Improvement Act, establishes a system of prompt corrective action to resolve the problems of undercapitalized institutions. Under this system the federal banking regulators are required to rate supervised institutions on the basis of five capital categories as described below. The federal banking regulators are also required to take mandatory supervisory actions, and are authorized to take other discretionary actions, with respect to institutions in the three undercapitalized categories, the severity of which will depend upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the FDIC Improvement Act requires the banking regulator to appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category.

Under the FDIC Improvement Act, the Federal Reserve Board, the FDIC, the OCC and the Office of Thrift Supervision have adopted regulations setting forth a five-tier scheme for measuring the capital adequacy of the financial institutions they supervise. Under the regulations, an institution would be placed in one of the following five capital categories:


	•	well capitalized — an institution that has a Total risk-based capital ratio of at least 10%, a Tier 1 capital ratio of at least 6% and a Tier 1 leverage ratio of at least 5%;

	•	adequately capitalized — an institution that has a Total risk-based capital ratio of at least 8%, a Tier 1 capital ratio of at least 4% and a Tier 1 leverage ratio of at least 4%;


	•	undercapitalized — an institution that has a Total risk-based capital ratio of under 8%, a Tier 1 capital ratio of under 4% or a Tier 1 leverage ratio of under 4%;

	•	significantly undercapitalized — an institution that has a Total risk-based capital ratio of under 6%, a Tier 1 capital ratio of under 3% or a Tier 1 leverage ratio of under 3%; and

	•	critically undercapitalized — an institution whose tangible equity is not greater than 2% of total tangible assets.

The regulations permit the appropriate federal banking regulator to downgrade an institution to the next lower category if the regulator determines (1) after notice and opportunity for hearing or response, that the institution is in an unsafe or unsound condition or (2) that the institution has received and not corrected a less-than-satisfactory rating for any of the categories of asset quality, management, earnings or liquidity in its most recent examination. Supervisory actions by the appropriate federal banking regulator depend upon an institution’s classification within the five categories. Our management believes that we and our bank subsidiaries have the requisite capital levels to qualify as well capitalized institutions under the FDIC Improvement Act regulations.

The FDIC Improvement Act generally prohibits a depository institution from making any capital distribution, including payment of a dividend or paying any management fee to its holding company, if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. A depository institution’s holding company must guarantee the capital plan, up to an amount equal to the lesser of 5% of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We sold the old notes on June 20, 2005, pursuant to a purchase agreement, which we refer to in this prospectus as the purchase agreement, dated as of June 15, 2005, among us and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., which we refer to in this prospectus as the initial purchasers. The initial purchasers subsequently sold the old notes to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, in reliance on Rule 144A.

As a condition to the initial sale of the old notes, we and the initial purchasers entered into a registration rights agreement dated as of June 20, 2005. Pursuant to the registration rights agreement, we agreed to:


	•	file with the SEC a registration statement under the Securities Act with respect to the new notes with the SEC by September 18, 2005;

	•	use our reasonable best efforts to cause the registration statement to become effective under the Securities Act on or before December 17, 2005;

	•	commence the exchange offer promptly after the registration statement has been declared effective and to keep the exchange offer open for not less than 20 business days and not more than 30 business days after the date notice thereof is mailed to the holders of the old notes (or, in each case, longer if required by applicable law); and

	•	use our reasonable best efforts to keep the registration statement continuously effective under the Securities Act, supplemented and amended as required to ensure that it is available for sales of new notes for the one-year period following consummation of the exchange offer.

The registration statement of which this prospectus forms a part has been filed with the SEC to satisfy our obligations under the registration rights agreement.

We agreed to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn before the expiration of the exchange offer. We are sending this prospectus, together with the letter of transmittal, to all the beneficial holders known to us. For each old note validly surrendered to us pursuant to the exchange offer and not validly withdrawn, the holder will receive a new note having a principal amount equal to that of the surrendered old note. A copy of the registration rights agreement has been filed as an exhibit to the registration statement which includes this prospectus. The registration statement is intended to satisfy some of our obligations under the registration rights agreement.

The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on the trustee’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by The Depository Trust Company, which we refer to as the Depository or DTC, who desires to deliver the old note by book-entry transfer at DTC.

Resale of the New Notes

We believe that you will be allowed to resell the new notes to the public without registration under the Securities Act, and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if you can make the representations set forth below under “The Exchange Offer — Procedures for Tendering Old Notes.” However, if you intend to participate in a distribution of the new notes, or you are an “affiliate” of us as defined in Rule 405 of the Securities Act, you must comply with the registration requirements of the Securities Act and deliver a prospectus, unless an exemption from registration is otherwise available to you. You have to represent to us in the letter of transmittal accompanying this prospectus that you meet the conditions exempting you from the registration requirements.

We base our view on interpretations by the staff of the SEC in no-action letters issued to other issuers in exchange offers like ours. However, we have not asked the SEC to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the SEC will treat it in the same way it has treated other exchange offers in the past.

A broker-dealer that has bought old notes for market-making or other trading activities has to deliver a prospectus in order to resell any new notes it receives for its own account in the exchange. This prospectus may be used by a broker-dealer to resell any of its new notes. We have agreed in the registration rights agreement to send this prospectus to any broker-dealer that requests copies for a period starting on the expiration date and ending on the close of business one year after the expiration date. See “Plan of Distribution” for more information regarding broker-dealers.

The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of the exchange offer would not be in compliance with the securities or blue sky laws.

Terms of the Exchange Offer

General. Based on the terms and conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not validly withdrawn before the expiration date.

Subject to the minimum denomination requirements of the new notes, we will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding old notes validly tendered pursuant to the exchange offer and not validly withdrawn before the expiration date. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in amounts that are integral multiples of $1,000 principal amount.

The form and terms of the new notes are the same as the form and terms of the old notes except that:


	•	the new notes will be registered under the Securities Act and, therefore, the new notes will not bear legends restricting the transfer of the new notes; and

	•	holders of the new notes will not be entitled to any of the registration rights of holders of old notes under the registration rights agreement, which rights will terminate upon the consummation of the exchange offer, or to the additional interest provisions of the registration rights agreement.

The new notes will evidence the same indebtedness as the old notes, which they replace, and will be issued under, and be entitled to the benefits of, the same indenture that governs the old notes. As a result, both the new notes and the old notes will be treated as a single series of debt securities under the indenture. The exchange offer does not depend on any minimum aggregate principal amount of old notes being surrendered for exchange.

As of the date of this prospectus, $450,000,000 in aggregate principal amount of the old notes is outstanding, all of which is registered in the name of Cede & Co., as nominee for DTC. Solely for reasons of administration, we have fixed the close of business on [ ], 2005 as the record date for the exchange offer for purposes of determining the persons to whom we will initially mail this prospectus and the letter of transmittal. There will be no fixed record date for determining holders of the old notes entitled to participate in this exchange offer.

As a holder of old notes, you do not have any appraisal or dissenters’ rights or any other right to seek monetary damages in court under the Georgia Business Corporation Code or the indenture governing the notes. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Exchange Act, and the related rules and regulations of the SEC. Old notes that are not surrendered for exchange in the exchange offer will remain outstanding and interest on these notes will continue to accrue.

We will be deemed to have accepted validly surrendered old notes if and when we give oral or written notice of our acceptance to The Bank of New York Trust Company, N.A., which is acting as the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purpose of receiving the new notes from us.

If you surrender old notes in the exchange offer, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of old notes. We will pay all charges and expenses in connection with the exchange offer, other than certain applicable taxes described under “— Fees and Expenses.”

Expiration Date; Extensions; Amendments

The “expiration date” means 5:00 p.m., New York City time, on [ ], 2005, unless we extend the exchange offer, in which case the expiration date is the latest date and time to which we extend the exchange offer.

In order to extend the exchange offer, we will:


	•	notify the exchange agent of any extension by oral or written communication; and

	•	issue a press release or other public announcement, which will report the approximate number of old notes deposited, before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

During any extension of the exchange offer, all old notes previously surrendered and not withdrawn will remain subject to the exchange offer.

We reserve the right:


	•	to delay accepting any old notes (including in the event that the terms of the exchange offer are materially altered and the exchange offer is extended);

	•	to amend the terms of the exchange offer in any manner;

	•	to extend the exchange offer; or

	•	if, in the opinion of our counsel, the consummation of the exchange offer would violate any law or interpretation of the staff of the SEC, to terminate or amend the exchange offer by giving oral or written notice to the exchange agent.

Any delay in acceptance, extension, termination or amendment will be followed as soon as practicable by a press release or other public announcement. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the registered holders of the old notes, and we will extend the exchange offer for a period of time that we will determine, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would have otherwise expired.

We will have no obligation to publish, advertise or otherwise communicate any public announcement that we may choose to make, other than by making a timely release to an appropriate news agency.

In all cases, issuance of the new notes for old notes that are accepted for exchange will be made only after timely receipt by the exchange agent of a properly completed and duly executed letter of transmittal or a book-entry confirmation with an agent’s message, in each case, with all other required documents. However, we reserve the absolute right to waive any conditions of the exchange offer which we, in our reasonable discretion, determine are not satisfied, or any defects or irregularities in the surrender of old notes. All conditions to the exchange offer will be satisfied or waived prior to the expiration of the exchange offer. If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders of the old notes and we will extend the exchange offer for at least five business days. If we do not accept any

surrendered old notes for any reason set forth in the terms and conditions of the exchange offer or if you submit old notes for a greater principal amount than you want to exchange, we will return the unaccepted or non-exchanged old notes to you, or substitute old notes evidencing the unaccepted or non-exchanged portion, as appropriate. We will deliver new notes to tendering holders of old notes that are accepted for exchange and we will return any old notes that we do not accept for exchange for any reason to their tendering holder promptly after expiration or termination of the exchange offer. See “— Return of Old Notes.”

Procedures for Tendering Old Notes

If you wish to surrender old notes you must:


	•	complete and sign the letter of transmittal or send a timely confirmation of a book-entry transfer of old notes to the exchange agent;

	•	have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal; and

	•	mail or deliver the required documents to the exchange agent at its address set forth in the letter of transmittal for receipt before the expiration date.

In addition, either:


	•	certificates for old notes must be received by the exchange agent along with the letter of transmittal;

	•	a timely confirmation of a book-entry transfer of old notes into the exchange agent’s account at DTC, pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent before the expiration date; or

	•	you must comply with the procedures described below under “— Guaranteed Delivery Procedures.”

If you do not withdraw your surrender of old notes before the expiration date, it will indicate an agreement between you and Synovus Financial Corp. that you have agreed to surrender the old notes, in accordance with the terms and conditions in the letter of transmittal.

The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. Do not send any letter of transmittal or old notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner of the old notes and you hold those old notes through a broker, dealer, commercial bank, trust company or other nominee and you want to surrender your old notes, you should contact that intermediary promptly and instruct it to surrender the old notes on your behalf.

Generally, an eligible institution must guarantee signatures on a letter of transmittal unless:


	•	you tender your old notes as the registered holder, which term includes any participant in DTC whose name appears on a security listing as the owner of old notes, and the new notes issued in exchange for your old notes are to be issued in your name and delivered to you at your registered address appearing on the security register for the old notes; or

	•	you surrender your old notes for the account of an eligible institution.

An “eligible institution” is:


	•	a member firm of a registered national securities exchange or of the NASD;

	•	a commercial bank or trust company having an office or correspondent in the United States; or


	•	an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Exchange Act.

In each instance, the entity must be a member of one of the signature guarantee programs identified in the letter of transmittal in order to guarantee signatures on a letter of transmittal.

If the new notes or unexchanged old notes are to be delivered to an address other than that of the registered holder appearing on the security register for the old notes, an eligible institution must guarantee the signature in the letter of transmittal.

Your surrender will be deemed to have been received as of the date when:


	•	the exchange agent receives a properly completed and signed letter of transmittal accompanied by the old notes, or a confirmation of book-entry transfer of the old notes into the exchange agent’s account at DTC with an agent’s message; or

	•	the exchange agent receives a notice of guaranteed delivery from an eligible institution.

Issuances of new notes in exchange for old notes surrendered pursuant to a notice of guaranteed delivery or letter to similar effect by an eligible institution will be made only against submission of a duly signed letter of transmittal, and any other required documents, and deposit of the surrendered old notes, or confirmation of a book-entry transfer of the old notes into the exchange agent’s account at DTC pursuant to the book-entry procedures described below.

We will make the determination regarding all questions relating to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of surrendered old notes, and our determination will be final and binding on all parties.

We reserve the absolute right to reject any and all old notes improperly surrendered. We will not accept any old notes if our acceptance of them would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of surrender as to any particular old note. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, you must cure any defects or irregularities in connection with surrenders of old notes within the time we determine. Although we intend to notify holders of defects or irregularities in connection with surrenders of old notes, neither we, the exchange agent, nor anyone else will incur any liability for failure to give that notice. Surrenders of old notes will not be deemed to have been made until any defects or irregularities have been cured or waived.

We have no current plan to acquire any old notes that are not surrendered in the exchange offer or to file a registration statement to permit resales of any old notes that are not surrendered pursuant to the exchange offer. We reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date. To the extent permitted by law, we also reserve the right to purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any future purchases or offers could differ from the terms of the exchange offer.

Pursuant to the letter of transmittal, if you elect to surrender old notes in exchange for new notes, you must exchange, assign and transfer the old notes to us and irrevocably constitute and appoint the exchange agent as your true and lawful agent and attorney-in-fact with respect to the surrendered old notes, with full power of substitution, among other things, to cause the old notes to be assigned, transferred and exchanged. By executing the letter of transmittal, you make the representations and warranties set forth below to us. By executing the letter of transmittal you also promise, on our request, to execute and deliver any additional documents that we consider necessary to complete the transactions described in the letter of transmittal.

Under existing interpretations of the SEC contained in several no-action letters to third parties, we believe that the new notes will be freely transferable by the holders, other than our affiliates, after the

exchange offer without further registration under the Securities Act; provided, however, that each holder who wishes to exchange its old notes for new notes will be required to represent to us:


	•	that the holder has full power and authority to tender, exchange, assign and transfer the old notes surrendered;

	•	that we will acquire good title to the old notes being surrendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when we accept the old notes;

	•	that the holder is acquiring the new notes in the ordinary course of its business;

	•	that the holder is not engaging in and does not intend to engage in a distribution of the new notes;

	•	that the holder has no arrangement or understanding with any person to participate in the distribution of the new notes;

	•	that the holder acknowledges and agrees that if it is a broker-dealer registered under the Exchange Act or it is participating in the exchange offer for the purpose of distributing the new notes, it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the new notes, and that the holder cannot rely on the position of the SEC’s staff set forth in its no-action letters;

	•	that the holder understands that a secondary resale transaction described above and any resales of new notes obtained by it in exchange for old notes acquired by it directly from us should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the SEC; and

	•	that the holder is not an “affiliate,” as defined in Rule 405 under the Securities Act, of us, or, if the holder is an “affiliate,” that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

If the holder is a broker-dealer and it will receive new notes for its own account in exchange for old notes that it acquired as a result of market-making activities or other trading activities, it will be required to acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

Participation in the exchange offer is voluntary. You are urged to consult your financial and tax advisors in making your decision on whether to participate in the exchange offer.

Return of Old Notes

If any old notes are not accepted for any reason described in this prospectus, or if old notes are withdrawn or are submitted for a greater principal amount than you want to exchange, the exchange agent will return the unaccepted, withdrawn or non-exchanged old notes to you or, in the case of old notes surrendered by book-entry transfer, into an account for your benefit at DTC, unless otherwise provided in the letter of transmittal. The old notes will be credited to an account maintained with DTC as promptly as practicable.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. To effectively tender notes through DTC, the financial institution that is a participant in DTC will electronically transmit its acceptance through the Automatic Transfer Offer Program (ATOP). DTC will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by DTC to the exchange

agent stating that DTC has received an express acknowledgment from the participant in DTC tendering the old notes that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against the participant.

A delivery of old notes through a book-entry transfer into the exchange agent’s account at DTC will only be effective if an agent’s message or the letter of transmittal with any required signature guarantees and any other required documents is transmitted to and received by the exchange agent at its address set forth in the letter of transmittal for receipt before the expiration date unless the guaranteed delivery procedures described below are complied with. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If you wish to surrender your old notes and (1) your old notes are not immediately available so that you can meet the expiration date deadline, (2) you cannot deliver your old notes or other required documents to the exchange agent before the expiration date, or (3) the procedure for book-entry transfer cannot be completed on a timely basis, you may nonetheless participate in the exchange offer if:


	•	you surrender your notes through an eligible institution;

	•	before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery substantially in the form provided by us, by mail or hand delivery, showing the name and address of the holder, the name(s) in which the old notes are registered, the certificate number(s) of the old notes, if applicable, and the principal amount of old notes surrendered; the notice of guaranteed delivery must state that the surrender is being made by the notice of guaranteed delivery and guaranteeing that, within five New York Stock Exchange trading days after the expiration date, the letter of transmittal, together with the certificate(s) representing the old notes, in proper form for transfer, or a book-entry confirmation with an agent’s message, as the case may be, and any other required documents, will be delivered by the eligible institution to the exchange agent; and

	•	the properly executed letter of transmittal, as well as the certificate(s) representing all surrendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the expiration date.

Unless old notes are surrendered by the above-described method and deposited with the exchange agent within the time period set forth above, we may, at our option, reject the surrender. The exchange agent will send you a notice of guaranteed delivery upon your request if you want to surrender your old notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders of Old Notes

You may withdraw your surrender of old notes at any time before the expiration date.

To withdraw old notes surrendered in the exchange offer, the exchange agent must receive a written notice of withdrawal at its address set forth below before the expiration date. Any notice of withdrawal must:


	•	specify the name of the person having deposited the old notes to be withdrawn;

	•	identify the old notes to be withdrawn, including the certificate number or numbers, if applicable, and principal amount of the old notes;

	•	contain a statement that the holder is withdrawing the election to have the old notes exchanged;

	•	be signed by the holder in the same manner as the original signature on the letter of transmittal used to surrender the old notes; and


	•	specify the name in which any old notes are to be registered, if different from that of the registered holder of the old notes and, unless the old notes were tendered for the account of an eligible institution, the signatures on the notice of withdrawal must be guaranteed by an eligible institution. If old notes have been surrendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC.

We, in our reasonable discretion, will make the final determination on all questions regarding the validity, form, eligibility and time of receipt of notices of withdrawal, and our determination will bind all parties. Any old notes withdrawn will be deemed not to have been validly surrendered for purposes of the exchange offer and no new notes will be issued in exchange unless the old notes so withdrawn are validly surrendered again. Properly withdrawn old notes may be surrendered again by following one of the procedures described above under “— Procedures for Tendering Old Notes” at any time before the expiration date. Any old notes that are not accepted for exchange will be returned at no cost to the holder or, in the case of old notes surrendered by book-entry transfer, into an account for your benefit at DTC pursuant to the book-entry transfer procedures described above, as soon as practicable after withdrawal, rejection of surrender or termination of the exchange offer.

Additional Obligations

We may be required, under certain circumstances, to file a shelf registration statement. See “— Registration Rights” below. In any event, we are under a continuing obligation, for the one-year period following consummation of the exchange offer, to keep the registration statement of which this prospectus is a part effective and to provide copies of the latest version of this prospectus to any broker-dealer that requests copies for use in a resale, subject to our ability to suspend the effectiveness of any registration statement as described in the registration rights agreement and as described below under “— Registration Rights.”

Conditions of the Exchange Offer

Notwithstanding any other term of the exchange offer, or any extension of the exchange offer, we do not have to accept for exchange, or exchange new notes for, any old notes, and we may terminate the exchange offer before acceptance of the old notes, if:


	•	any statute, rule or regulation has been enacted or any action has been taken by any court or governmental authority that, in our reasonable judgment, seeks to or would prohibit, restrict or otherwise render consummation of the exchange offer illegal; or

	•	any change, or any development that would cause a change, in our business or financial affairs has occurred that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer or that would materially impair the contemplated benefits to us, such as providing a more liquid market for the new notes than the old notes, of the exchange offer; or

	•	a change occurs in the current interpretations by the staff of the SEC that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer.

If we, in our reasonable discretion, determine that any of the above conditions is not satisfied, we may:


	•	refuse to accept any old notes and return all surrendered old notes to the surrendering holders;

	•	extend the exchange offer and retain all old notes surrendered before the expiration date, subject to the holders’ right to withdraw the surrender of the old notes; or

	•	waive any unsatisfied conditions regarding the exchange offer and accept all properly surrendered old notes that have not been withdrawn. If this waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders of the old notes, and we will extend the exchange offer for at least five business days if the exchange offer would have otherwise expired.

Exchange Agent

We have appointed The Bank of New York Trust Company, N.A., as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent at the following addresses:


By Overnight Courier or Mail:	By Hand:	By Facsimile:
The Bank of New York Corporate Trust Department 101 Barclay Street - 7 East New York, NY 10286 Attn: David A. Mauer (if by mail, registered or certified recommended)	The Bank of New York Corporate Trust Department 101 Barclay Street - Lobby Window Level New York, NY 10286 Attn: David A. Mauer	(212) 298-1915 Attn: David A. Mauer To Confirm by Telephone: (212) 815-3687 David A. Mauer

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by facsimile, telephone or in person by our officers and regular employees or by officers and employees of our affiliates. No additional compensation will be paid to any officers and employees who engage in soliciting tenders.

We have not retained any dealer-manager or other soliciting agent for the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for related, reasonable out-of-pocket expenses. We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses they incur in forwarding copies of this prospectus, the letter of transmittal and related documents.

We will pay all expenses incurred in connection with the performance of our obligations in the exchange offer, including registration fees, fees and expenses of the exchange agent, the transfer agent and registrar, and printing costs, among others.

We will pay all transfer taxes, if any, applicable to the exchange of the old notes. If, however, new notes, or old notes for principal amounts not surrendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes surrendered, or if a transfer tax is imposed for any reason other than the exchange, then the amount of any transfer taxes will be payable by the person surrendering the notes. If you do not submit satisfactory evidence of payment of those taxes or exemption from payment of those taxes with the letter of transmittal, the amount of those transfer taxes will be billed directly to you.

Consequences of Failure to Exchange

Old notes that are not exchanged will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except:


	•	to us or to any of our subsidiaries;

	•	inside the United States to a qualified institutional buyer in compliance with Rule 144A under the Securities Act;

	•	inside the United States to an institutional accredited investor that, before the transfer, furnishes to the trustee a signed letter containing certain representations and agreements relating to the restrictions on transfer of the old notes, the form of which you can obtain from the trustee and, if such transfer is in respect of an aggregate principal amount of old notes at the time of transfer of

less than $100,000, an opinion of counsel acceptable to us that the transfer complies with the Securities Act;

• outside the United States in compliance with Rule 904 under the Securities Act;

• pursuant to the exemption from registration provided by Rule 144 under the Securities Act, if available; or

• pursuant to an effective registration statement under the Securities Act.

The liquidity of the old notes could be adversely affected by the exchange offer.

Accounting Treatment

For accounting purposes, we will recognize no gain or loss as a result of the exchange offer. We will amortize the expenses of the exchange offer and the unamortized expenses related to the issuance of the old notes over the remaining term of the notes.

Registration Rights

In accordance with the terms of the registration rights agreement, if:


	•	because of any change in law or in currently prevailing interpretations of the staff of the SEC, we are not permitted to effect an exchange offer;

	•	for any other reason the exchange offer is not completed by January 16, 2006;

	•	in certain circumstances, certain holders of unregistered new notes so request; or

	•	in the case of any holder that participates in the exchange offer, such holder does not receive new notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours or within the meaning of the Securities Act),

then we will, at our cost,


	•	as promptly as practicable, file a shelf registration statement covering resales of the old notes or the new notes, as the case may be;

	•	cause the shelf registration statement to be declared effective under the Securities Act; and

	•	use our reasonable best efforts to keep the shelf registration statement effective until two years after its effective date or such shorter period that will terminate when all of the notes covered by the shelf registration statement have been resold pursuant to the shelf registration statement.

If we file a shelf registration statement, we will provide each holder of the old notes and the new notes with copies of the prospectus that is a part of the shelf registration statement, notify each holder when the shelf registration statement has become effective and take other actions that are required to permit unrestricted resales of the notes. A holder that sells notes pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to a holder selling notes pursuant to the shelf registration statement, including certain indemnification rights and obligations.

Additional interest will become payable in respect of the notes if:


	(1) the exchange offer registration statement is not declared effective by the SEC by December 17, 2005;

	(2) the exchange offer is not consummated by January 16, 2006; or


	(3) we are required to file a shelf registration statement and it is not declared effective by the SEC within 120 days following any request that a shelf registration statement be filed

(any of such events being referred to as a “registration default”). In each such case, additional interest will accrue on the affected notes from and including the date immediately following the day of such registration default until it is cured, at a rate equal to 0.25% per annum for the first 60 days, increased by an additional 0.25% per annum thereafter. Upon the effectiveness of the exchange offer registration statement, consummation of the exchange offer or the effectiveness of the shelf registration statement, as the case may be, the additional interest will cease to accrue from the date of effectiveness or consummation, as the case may be.

If a registration statement is declared effective, but ceases to be effective or useable at any time at which it is required to be effective or useable in accordance with the registration rights agreement, then commencing on the date the registration statement ceases to be effective or useable, as the case may be, additional interest will accrue at a rate equal to 0.25% per annum for the first 60 days, increased by an additional 0.25% per annum thereafter. Once the registration statement becomes effective or useable again, the additional interest will cease to accrue.

Any amounts of additional interest will be payable in cash on the same original interest payment dates as ordinary interest on the notes, except that any additional interest payable at the maturity of the notes will be payable to the registered holders of the notes to whom principal is payable.

DESCRIPTION OF THE NEW NOTES

The form and terms of the new notes and the old notes are identical in all material respects, except that transfer restrictions, additional interest provisions and registration rights applicable to the old notes do not apply to the new notes. Unless the context clearly indicates otherwise, references in this section to the “notes” are references to both the old notes and the new notes. The old notes were, and the new notes will be, issued under an indenture dated as of June 20, 2005, between our company and The Bank of New York Trust Company, N.A., as trustee. The indenture is subject to and governed by the Trust Indenture Act of 1939. We have summarized selected provisions of the indenture below. You should read the indenture for provisions that may be important to you. The indenture has been filed as part of the registration statement of which this prospectus is a part. You can obtain copies of the indenture by following the directions described under the caption “Where You Can Find More Information.” In this section, when we refer to Synovus Financial Corp. or “our company,” “we,” “us” and “our,” we refer only to Synovus Financial Corp., the issuer of the notes, on a parent-only basis and not to any of its subsidiaries unless otherwise indicated or unless the context otherwise requires.

General

The notes are our direct, unsecured subordinated obligations and rank junior in right of payment to all senior indebtedness (as defined below under “— Subordination of the Notes”) of our company. The notes also rank effectively junior to all of our subsidiaries’ indebtedness, deposits and other liabilities. As of March 31, 2005, we had an aggregate of approximately $239.3 million of senior indebtedness outstanding, and an aggregate of $300 million of indebtedness that would have ranked equally with the notes. In addition, as of March 31, 2005, our subsidiaries had an aggregate of approximately $22.4 billion of indebtedness and other liabilities outstanding, which includes deposits of approximately $19.1 billion. We expect to incur additional senior indebtedness from time to time, and the indenture does not prohibit or limit the incurrence of other indebtedness, including additional senior indebtedness.

The notes will mature at par on June 15, 2017. The notes may not be redeemed by us, and are not subject to repayment at the option of the holders, prior to maturity. We will not be required to make any mandatory sinking fund payments with respect to the notes.

The notes bear interest at the annual rate of 5.125% from and including June 20, 2005. Interest on the notes will be payable semi-annually in arrears on June 15 and December 15, commencing December 15, 2005 and ending on their maturity date to the persons in whose names the notes are registered at the close of business on June 1 and December 1 (whether or not a business day), except that interest payable at the maturity of the notes will be payable to the registered holders of the notes to whom principal is payable. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

We also will pay additional interest to holders of the notes as described under “Exchange Offer; Registration Rights.”

If any interest payment date or the maturity date of the notes falls on a day that is not a business day, the related payment of interest or principal will be made on the next day that is a business day (with the same force and effect as if made on the date such payment was due), and no interest will accrue on the amount payable for the period from and after such interest payment date or maturity date, as the case may be. When we refer to a “business day” we mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York or the city in which the trustee maintains its office for purposes of administering the indenture (currently Jacksonville, Florida).

Interest payments for the notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the interest payment date or the maturity date, as the case may be. Unless other arrangements are made, payments of principal and interest on the notes will be made to the depository as described

below under the caption “— Book-Entry System.” The notes will be issued only in registered form without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

We will maintain an office in the Borough of Manhattan, The City of New York, where the notes may be presented for payment, exchange or transfer. The office initially will be located at the office of the trustee at 101 Barclay Street, New York, New York 10286, Corporate Trust Department. You will not have to pay a service charge to register the transfer or exchange of any notes, but we may require that you pay any applicable tax or other governmental charge.

On June 20, 2005, we issued the old notes in an initial aggregate principal amount of $450 million. We may at any time, without notice to or consent of the holders of the notes, issue additional notes under the indenture having the same ranking, interest rate, maturity date and other terms as the notes. Any such additional notes, together with the notes previously issued, will constitute a single series of notes under the indenture. The indenture also does not limit our or our subsidiaries’ ability to incur other debt, including debt secured by a lien on our or our subsidiaries’ assets, and does not contain financial or similar restrictive covenants. In addition, the indenture and the notes do not contain any provision that would protect the holders of the notes against a sudden and dramatic decline in credit quality resulting from a takeover, recapitalization or other restructuring of our company or other event involving us that may adversely affect our credit quality.

The notes are not deposits and are not insured by the FDIC, the bank insurance fund or any other governmental agency or instrumentality.

Because we are a holding company and conduct substantially all of our operations through our subsidiaries, our ability to make payments on the notes will depend primarily on the receipt of dividends and other distributions from our subsidiaries. There are various regulatory restrictions on the ability of our bank subsidiaries to pay dividends or make other payments to us. See “Certain Regulatory Considerations” in this prospectus and the section entitled “Supervision, Regulation and Other Factors” in the Form 10-K.

In addition, our right and the rights of our creditors, including holders of the notes, to participate in any distribution of assets of any of our subsidiaries upon its liquidation, reorganization or otherwise would be subject to the prior claims of creditors of that subsidiary (including, in the case of our bank subsidiaries, their depositors), except to the extent that we are a creditor of that subsidiary with recognized claims. However, in the event of a liquidation or other dissolution of an insured depository institution, such as any of our bank subsidiaries, the claims of depositors and other general or subordinated creditors are entitled to a priority payment over the claims of holders of any obligation of the institution to its shareholders, including any depository institution, holding company or any shareholder or creditor thereof. Our subsidiaries have significant outstanding long-term debt and substantial obligations with respect to deposit liabilities and federal funds purchased, securities sold under repurchase agreements, other short-term debt borrowings and various financial obligations. See “— Subordination of the Notes.”

Subordination of the Notes

The notes will, to the extent set forth in the indenture, rank junior in right of payment to all of our senior indebtedness from time to time outstanding. “Senior indebtedness” means the following, whether now outstanding or subsequently created, assumed or incurred:


	(1) all of our indebtedness for money borrowed, meaning any obligation of, or any obligation guaranteed by us, for the repayment of borrowed money, whether or not evidenced by bonds, debentures, securities, notes or other written instruments;

	(2) any deferred obligation for the payment of the purchase price of property or assets acquired other than in the ordinary course of business;

	(3) all of our obligations, contingent or otherwise, in respect of any letters of credit, bankers acceptances, security purchase facilities and similar transactions;

	(4) all of our capital lease obligations;


	(5) all of our obligations in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar agreements; and

	(6) all obligations of the type referred to in clauses (1) through (5) of other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise;

but “senior indebtedness” does not include:


	•	the notes or any additional notes issued under the indenture;

	•	any obligation ranking on a parity with the notes; or

	•	any obligation ranking junior to the notes.

“Ranking junior to the notes” means any obligation of our company which (1) ranks junior to and not equally with or prior to the notes in right of payment upon the happening of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to our company as a whole, whether voluntary or involuntary, and (2) is specifically designated as ranking junior to the notes by express provisions in the instrument creating or evidencing that obligation.

“Ranking on a parity with the notes” means any obligation of our company which:


	•	ranks equally with and not prior to the notes in right of payment upon the happening of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to our company as a whole, whether voluntary or involuntary; and

	•	is specifically designated as ranking equally with the notes by express provisions in the instrument creating or evidencing that obligation.

The notes rank junior in right of payment to all of our senior indebtedness from time to time outstanding. No payment in respect of the notes may be made by us if a default in payment with respect to senior indebtedness or an event of default with respect to any senior indebtedness exists that results in the acceleration of the maturity of the senior indebtedness, unless and until the default is cured or waived or ceases to exist. Upon any payment or distribution of assets to creditors upon any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to our company as a whole, whether voluntary or involuntary, the holders of all senior indebtedness will be entitled to receive payment in full before the holders of the notes will be entitled to receive any payment in respect of the notes. Under the circumstances, if the holders of the notes receive any payment and are aware at that time that all senior indebtedness has not been paid in full, then that payment will be held in trust for the benefit of the holders of senior indebtedness.

By reason of this subordination, in the event of insolvency, holders of the notes may recover less, ratably, than holders of senior indebtedness.

Events of Default, Notice and Waiver

An event of default is defined in the indenture as:


	•	a default for 30 days in the payment of interest upon the notes;

	•	a default in the payment of the principal of the notes;

	•	a default in the observance or performance of any other covenant in the indenture or the notes continued for 90 days after notice by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes; or

	•	certain events of bankruptcy, insolvency or reorganization of us, whether voluntary or not.

The payment of the principal of the notes may be accelerated only upon the occurrence of an event of default described in the fourth bullet point above, which we refer to as a bankruptcy event of default. There is no right of acceleration of the payment of principal of the notes upon a default in the payment of principal or interest or in the performance of any covenant or agreement in the notes or the indenture. In the event of a default in the payment of principal or interest or in the performance of any covenant or agreement in the notes or the indenture, the trustee, subject to certain limitations and conditions, may institute judicial proceedings to enforce payment of the principal or interest, if any, then due (without acceleration) or to obtain the performance of the covenant or agreement or any other proper remedy. Under certain circumstances, the trustee may withhold notice to the holders of the notes of a default if the trustee in good faith determines that the withholding of the notice is in the best interest of the holders.

If a bankruptcy event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal of the notes to be immediately due and payable. At any time after such a declaration of acceleration, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in aggregate principal amount of outstanding notes may, under certain circumstances, rescind and annul the acceleration.

Subject to the provisions of the indenture relating to the duties of the trustee in case an event of default exists, the trustee does not have to exercise any of the rights or powers under the indenture at the request, order or direction of any of the holders of the notes, unless one or more of those holders offer the trustee reasonable security or indemnity. Subject to limitations contained in the indenture (including that the trustee will not be exposed to personal liability), the holders of a majority in aggregate principal amount of the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or to exercise any trust or power conferred on the trustee.

No holder of any note will have any right to institute any proceeding regarding the indenture or for any remedy under the indenture, unless that holder previously has given the trustee written notice of a continuing event of default and unless the holders of not less than 25% in aggregate principal amount of the outstanding notes have made written request, and offered reasonable security or indemnity, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with that request and has failed to institute the proceeding within 60 days. The holder of any note, however, will have an absolute right to receive payment of the principal of and interest on that note on or after the due dates expressed in the note and subject to certain limitations and conditions, to institute suit for the enforcement of any such payment.

Under the indenture, we must furnish the trustee annually a statement regarding performance of our obligations under the indenture and as to any default in such performance.

Defeasance

We may terminate or “defease” our obligations under the indenture with respect to the notes by taking the following steps:


	•	depositing irrevocably with the trustee an amount which, through the payment of interest, principal or premium, if any, will provide an amount sufficient to pay the entire amount of the notes;

	•	paying all amounts due to the trustee under the indenture and any other amounts payable with respect to the notes; and

	•	delivering to the trustee:

	•	a written opinion of independent counsel that the holders of the notes will have no federal income tax consequences as a result of that deposit and termination different from the tax consequences to the holders had we not defeased the notes, accompanied by a ruling to that effect received from or published by the Internal Revenue Service;


	•	an officers’ certificate certifying that an event of default under the indenture has not occurred on the date of such deposit, and will not occur as a result of such deposit;

	•	an officers’ certificate and an opinion of counsel as to certain other matters.

Further, the defeasance cannot cause a breach, violation or an event of default under the indenture or any other agreement by which we are bound, unless such breach, violation or default has been waived.

Modification of Indenture; Waiver of Covenants

We and the trustee may modify the indenture with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding notes. However, without the consent of the holder of each note affected, we may not, among other things:


	•	change the maturity date of the principal of or any installment of interest on any note;

	•	reduce the principal amount of or rate of interest on any note;

	•	change the place or currency of payment of principal or interest on any note;

	•	impair the right to sue for the enforcement of any payment on or with respect to any note;

	•	reduce the percentage in principal amount of outstanding notes that is required for the consent of the holders in order to modify or amend the indenture or to waive compliance with some provisions of the indenture or to waive some defaults; or

	•	modify the subordination provisions relating to the notes in any manner adverse to the holders of the notes.

The holders of a majority in aggregate principal amount of the outstanding notes may waive any past default or event of default, except a default under a covenant that cannot be modified without the consent of each holder of a note that would be affected.

Consolidation, Merger, Sale and Transfer or Lease of Assets

We may not consolidate with or merge into, or convey, transfer or lease our properties and assets substantially as an entirety to, any person, unless:


	•	the successor is organized under the laws of any domestic jurisdiction and assumes our obligations on the notes and under the indenture;

	•	after giving effect to the transaction, no default or event of default has occurred and is continuing; and

	•	other conditions described in the indenture are met.

In that event, the successor will be substituted for us and, except in the case of a lease, we will have no further obligation under the notes or the indenture.

No Limitation on Disposition of Stock of Subsidiaries

The indenture does not prohibit us from selling or otherwise disposing of any shares of voting stock of any of our subsidiaries or securities convertible into, or options, warrants or rights to purchase shares of, voting stock of our subsidiaries. Our subsidiaries are also not prohibited from issuing any shares of their voting stock or securities convertible into, or options, warrants or rights to purchase shares of, their voting stock.

The Trustee

The Bank of New York Trust Company, N.A., acts as trustee under the indenture. Notices to the trustee should be directed to Corporate Trust Division, The Bank of New York Trust Company, N.A.,

10161 Centurion Parkway, Jacksonville, Florida 32256. The trustee also acts as note registrar, paying agent and authenticating agent under the indenture. The trustee may resign or be removed under circumstances described in the indenture and we may appoint a successor trustee to act in connection with the notes. Any action described in this prospectus to be taken by the trustee may then be taken by the successor trustee.

We, our bank subsidiaries and our non-bank subsidiaries may transact business with the trustee and its affiliates in the ordinary course.

The indenture and the provisions of the Trust Indenture Act of 1939, incorporated by reference therein, contain some limitations on the right of the trustee should it become a creditor of ours, to obtain payment of claims in some cases or to realize on some property received regarding any such claim, as security or otherwise. The trustee is permitted to engage in transactions with us. The occurrence of a default under the indenture could create a conflicting interest for the trustee. In this case, if the default has not been cured or waived within 90 days after the trustee has or acquires a conflicting interest, the trustee generally is required to eliminate the conflicting interest or resign as trustee for the notes. In the event of the trustee’s resignation, we promptly will appoint a successor trustee for the notes.

Governing Law

The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry System

We will issue the new notes in the form of one or more global notes. These global notes will be deposited with, or on behalf of DTC. DTC will act as depository. The new notes will be registered in the name of DTC or its nominee.


	*Book-Entry Procedures for the New Global Notes*

To facilitate subsequent transfers, all notes deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co. or any other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes. DTC’s records reflect only the identity of the direct participants to whose accounts those notes are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

DTC holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC’s participants include:


	•	securities brokers and dealers (including the initial purchasers);

	•	banks;

	•	trust companies;

	•	clearing corporations; and

	•	other organizations (some of which, and/or their representatives, own DTC).

Banks, brokers, dealers, trust companies and others that clear through or maintain a custodial relationship with a participant, either directly or indirectly, also have access to DTC’s book-entry system.

Principal and interest payments on the notes will be made to Cede & Co., or any other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from us or the trustee on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not that of DTC, the trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividends to Cede & Co. (or other nominee requested by an authorized representative of DTC) is the responsibility of us or the trustee, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of payments to the beneficial owners will be the responsibility of direct and indirect participants. Accordingly, we, the trustee and any paying agent will have no responsibility or liability for:


	•	any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in a note represented by a global note;

	•	any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global note held through those participants; or

	•	the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests.

A global note can only be transferred:


	•	as a whole by DTC to one of its nominees;

	•	as a whole by a nominee of DTC to DTC or another nominee of DTC; or

	•	as a whole by DTC or a nominee of DTC to a successor of DTC or a nominee of that successor.

Notes represented by a global note can be exchanged for definitive notes in registered form only if:


	•	DTC notifies us that it is unwilling or unable to continue as depository for that global note;

	•	at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934;

	•	we in our sole discretion determine that the global note will be exchangeable for definitive notes in registered form and notify the trustee of our decision; or

	•	an event of default with respect to the notes represented by that global note has occurred and is continuing.

A global note that can be exchanged under the preceding sentence will be exchanged for definitive notes that are issued in authorized denominations in registered form for the same aggregate amount. Those definitive notes will be registered in the names of the owners of the beneficial interests in the global note as directed by DTC.

Except as provided above, (1) owners of beneficial interests in such global note will not be entitled to receive physical delivery of notes in definitive form and will not be considered the holders of the notes for any purpose under the indenture and (2) no notes represented by a global note will be exchangeable. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC (and if that person is not a participant, on the procedures of the participant through which that person owns its interest) to exercise any rights of a holder under the indenture or that global note. The laws of some jurisdictions require that some purchasers of securities take physical delivery of the securities in definitive form. Those laws may impair the ability to transfer beneficial interests in a global note.

Beneficial interest in a global note will trade in DTC’s same day settlement system until maturity or until issuance of definitive notes in registered form as provided for in the indenture.

We understand that under existing industry practices, if we request holders to take any action, or if an owner of a beneficial interest in a global note desires to take any action which a holder is entitled to take under the indenture, then (1) DTC would authorize the participants holding the relevant beneficial interests to take that action and (2) those participants would authorize the beneficial owners owning through those participants to take that action or would otherwise act on the instructions of beneficial owners owning through them.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants (“direct participants”) deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, (“DTCC”). DTCC, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation, (also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the depository system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. The rules applicable to DTC’s participants are on file with the SEC.

None of DTC, Cede & Co., or any other nominee will consent or vote with respect to the notes. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date (identified in a listing attached to the omnibus proxy).

Cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream Luxembourg, as the case may be, by its respective depository. These cross-market transactions, however, will require delivery of instructions to Euroclear or Clearstream Luxembourg, as the case may be, by the counterparty in that system in accordance with the rules and procedures and within the established deadlines, Brussels time, of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream Luxembourg, as the case may be, will deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.

Euroclear participants and Clearstream Luxembourg participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream Luxembourg. Because of time zone differences, the securities account of a Euroclear or Clearstream Luxembourg participant purchasing an interest in a global note from a participant in DTC will be credited, and any crediting will be reported to the relevant Euroclear or Clearstream Luxembourg participant, during the securities settlement processing day, which must be a business day for Euroclear and Clearstream Luxembourg, immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream Luxembourg as a result of sales of interest in a global note by or through a Euroclear or Clearstream Luxembourg participant to a participant in DTC will

be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream Luxembourg cash account only as of the business day for Euroclear or Clearstream Luxembourg following DTC’s settlement date.

Although DTC, Euroclear and Clearstream Luxembourg have agreed to the foregoing procedures in order to facilitate transfer of interests in the notes among DTC participants, DTC may discontinue providing its services as securities depository with respect to the notes at any time by giving reasonable notice to us or the trustee. Under these circumstances, in the event that a successor securities depository is not obtained, definitive certificates for the notes are required to be printed and delivered to each holder. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, definitive certificates for the notes will be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Exchange of Notes

The exchange of old notes for new notes in the exchange offer will not constitute a taxable event to holders. Consequently,


	•	no gain or loss will be recognized by a holder upon receipt of a new note;

	•	the holding period of the new note will include the holding period of the old note; and

	•	the adjusted tax basis of the new note will be the same as the adjusted tax basis of the old note immediately before the exchange.

In any event, persons considering the exchange of old notes for new notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction.

PLAN OF DISTRIBUTION

We are not using any underwriters for this exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of any new notes received in exchange for old notes acquired by the broker-dealer as a result of market-making or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 2006, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes by broker-dealers or any other persons. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes, or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker-dealer that participates in a distribution of new notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit resulting from these resales of new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to one year after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes and the new notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the new notes will be passed upon for us by King & Spalding LLP.

EXPERTS

The consolidated financial statements of Synovus Financial Corp. and subsidiaries as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control Over Financial Reporting) as of December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report on the consolidated financial statements as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004 refers to a change in the method of accounting for goodwill in 2002. The audit report on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004 contains an explanatory paragraph that states that Synovus Financial Corp. acquired both Trust One Bank and Peoples Florida Banking Corporation during 2004. Synovus Financial Corp. excluded from its assessment of the effectiveness of Synovus Financial Corp.’s internal control over financial reporting as of December 31, 2004, Trust One Bank’s internal control over financial reporting and Peoples Florida Banking Corporation’s internal control over financial reporting. The audit of internal control over financial reporting of Synovus Financial Corp. also excluded an evaluation of the internal control over financial reporting of Trust One Bank and Peoples Florida Banking Corporation.

No person has been authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information and representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or any offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Synovus since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

Synovus Financial Corp.

Offer to Exchange

$450,000,000

5.125% Subordinated Notes Due 2017

that have been registered under the Securities Act of 1933

for

any and all outstanding

5.125% Subordinated Notes Due 2017

that have not been registered under the Securities Act of 1933

, 2005

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 20.	*Indemnification of Directors and Officers*

Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code provides that a corporation may indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred (a) in a civil proceeding (1) if, in the case of conduct in such director’s capacity as a director, the conduct was in good faith and such individual reasonably believed that such conduct was in the best interests of the corporation and (2) if, in all other cases, that such conduct was at least not opposed to the best interests of the corporation and, (b) in the case of any criminal proceeding, if, such individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business Corporation Code provides that a corporation may indemnify a director in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred if it is determined that the director has met the relevant standard of conduct, or in connection with any proceeding with respect to conduct under Section 14-2-851 of the Georgia Business Corporation Code for which he was adjudged liable on the basis that personal benefit was improperly received by him. Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Georgia Business Corporation Code a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to indemnification under the Georgia Business Corporation Code or that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not such director met the standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the Georgia Business Corporation Code, failed to comply with Section 14-2-853 of the Georgia Business Corporation Code or was adjudged liable as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Georgia Business Corporation Code, but if the director was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.

Section 14-2-852 of the Georgia Business Corporation Code provides that to the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection therewith.

Section 14-2-857 of the Georgia Business Corporation Code provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director to such further extent as may be provided in its articles of incorporation, bylaws, action of its board of directors or contract except for liability arising out of conduct that constitutes (1) appropriation, in violation of such person’s duties, of any business opportunity of the corporation, (2) acts or omissions that involve intentional misconduct or a knowing violation of law, (3) an unlawful distribution, or (4) receipt of an improper personal benefit. Section 14-2-857 of the Georgia Business Corporation Code also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court ordered indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or contract.

In accordance with Article VIII of the Company’s Bylaws, every person who is or was (and the heirs and personal representatives of such person) a director, officer, employee or agent of the Company shall be indemnified and held harmless by the Company from and against the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable expenses (including attorneys’ fees and disbursements) that may be imposed upon or incurred by him or her in connection with or resulting from any threatened, pending, or completed, action, suit, or

II-1

proceeding, whether civil, criminal, administrative, investigative, formal or informal, in which he or she is, or is threatened to be made, a named defendant or respondent: (a) because he or she is or was a director, officer, employee, or agent of the Company; (b) because he or she is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; or (c) because he or she is or was serving as an employee of the corporation who was employed to render professional services as a lawyer or accountant to the corporation; regardless of whether such person is acting in such a capacity at the time such obligation shall have been imposed or incurred, if (i) such person acted in a manner he or she believed in good faith to be in or not opposed to the best interest of such corporation, and, with respect to any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful or (ii), with respect to an employee benefit plan, such person believed in good faith that his or her conduct was in the interests of the participants in and beneficiaries of the plan.

Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses incurred in any proceeding shall be paid by the Company in advance of the final disposition of such proceeding if authorized by the Board of Directors in the specific case, or if authorized in accordance with the procedures adopted by the Board of Directors, upon receipt of a written undertaking executed personally by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company, and a written affirmation of his or her good faith belief that he or she has met the standard of conduct required for indemnification.

The foregoing rights of indemnification and advancement of expenses are not intended to be exclusive of any other rights to which those indemnified may be entitled, and the Company has reserved the right to provide additional indemnity and rights to its directors, officers, employees or agents to the extent they are consistent with law.

The Company carries insurance for the purpose of providing indemnification to its directors and officers. Such policy provides for indemnification of the Company for losses and expenses it might incur to its directors and officers for successful defense of claims alleging negligent acts, errors, omissions or breach of duty while acting in their capacity as directors or officers and indemnification of its directors and officers for losses and expense upon the unsuccessful defense of such claims.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”) may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of the issue.


Item 21.	*Exhibits and Financial Statement Schedules*

(a) Exhibits


Exhibit
Number			Description of Exhibit

	4.1	—	Indenture, dated as of June 20, 2005, between Synovus Financial Corp. and The Bank of New York Trust Company, N.A., as trustee.
	4.2	—	Form of new 5.125% subordinated note due 2017.
	4.3	—	Registration Rights Agreement, dated as of June 20, 2005, among Synovus Financial Corp. and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as the initial purchasers.

II-2


Exhibit
Number			Description of Exhibit

	5.1	—	Opinion of King & Spalding LLP.
	12.1	—	Computation of Ratio of Earnings to Fixed Charges.
	23.1	—	Consent of King & Spalding LLP (included as part of Exhibit 5.1).
	23.2	—	Consent of KPMG LLP.
	24.1	—	Power of Attorney (included in signature pages).
	25.1	—	Statement of Eligibility of Trustee on Form T-1.
	99.1	—	Form of Letter of Transmittal for old 5.125% subordinated notes due 2017.
	99.2	—	Form of Notice of Guaranteed Delivery for old 5.125% subordinated notes due 2017.
	99.3	—	Form of Instructions to Registered Holders and/or DTC Participant from Beneficial Owner.
	99.4	—	Form of Letter to Registered Holders.
	99.5	—	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.


Item 22.	*Undertakings*

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Georgia, on July 21, 2005.


	Synovus Financial Corp.


	By:	/s/ RICHARD E. ANTHONY



	Name: Richard E. Anthony
	Title: Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H. Blanchard, Thomas J. Prescott and Richard E. Anthony, or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, their, or his or her, substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Richard E. Anthony Richard E. Anthony	Chief Executive Officer and President	July 21, 2005

/s/ James H. Blanchard James H. Blanchard	Chairman of the Board	July 21, 2005

/s/ Thomas J. Prescott Thomas J. Prescott	Executive Vice President, Principal Accounting and Financial Officer	July 21, 2005

/s/ Richard Y. Bradley Richard Y. Bradley	Director	July 21, 2005

/s/ Frank W. Brumley Frank W. Brumley	Director	July 21, 2005

/s/ Elizabeth W. Camp Elizabeth W. Camp	Director	July 21, 2005

/s/ C. Edward Floyd C. Edward Floyd	Director	July 21, 2005

II-4


Signature	Title	Date


/s/ Gardiner W. Garrard, Jr. Gardiner W. Garrard, Jr.	Director	July 21, 2005

/s/ T. Michael Goodrich T. Michael Goodrich	Director	July 21, 2005

/s/ V. Nathaniel Hansford V. Nathaniel Hansford	Director	July 21, 2005

/s/ John P. Illges, III John P. Illges, III	Director	July 21, 2005

/s/ Alfred W. Jones III Alfred W. Jones III	Director	July 21, 2005

/s/ Elizabeth C. Ogie Elizabeth C. Ogie	Director	July 21, 2005

/s/ H. Lynn Page H. Lynn Page	Director	July 21, 2005

/s/ J. Neal Purcell J. Neal Purcell	Director	July 21, 2005

/s/ Melvin T. Stith Melvin T. Stith	Director	July 21, 2005

/s/ James D. Yancey James D. Yancey	Director	July 21, 2005

II-5

EXHIBIT INDEX


Exhibit
Number				Description of Exhibit

	4	.1	—	Indenture, dated as of June 20, 2005, between Synovus Financial Corp. and The Bank of New York Trust Company, N.A., as trustee.
	4	.2	—	Form of new 5.125% subordinated note due 2017.
	4	.3	—	Registration Rights Agreement, dated as of June 20, 2005, among Synovus Financial Corp. and Banc of America Securities LLC, Citigroup Global Markets, Inc. and J.P. Morgan Securities, Inc., as the initial purchasers.
	5	.1	—	Opinion of King & Spalding LLP.
	12	.1	—	Computation of Ratio of Earnings to Fixed Charges.
	23	.1	—	Consent of King & Spalding LLP (included as part of Exhibit 5.1).
	23	.2	—	Consent of KPMG LLP.
	24	.1	—	Power of Attorney (included in signature pages).
	25	.1	—	Statement of Eligibility of Trustee on Form T-1.
	99	.1	—	Form of Letter of Transmittal for old 5.125% subordinated notes due 2017.
	99	.2	—	Form of Notice of Guaranteed Delivery for old 5.125% subordinated notes due 2017.
	99	.3	—	Form of Instructions to Registered Holders and/or DTC Participant from Beneficial Owner.
	99	.4	—	Form of Letter to Registered Holders.
	99	.5	—	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Exhibit 4.1

SYNOVUS FINANCIAL CORP.

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

Trustee

INDENTURE

Dated as of June 20, 2005

5.125% SUBORDINATED NOTES DUE 2017

Reconciliation and Tie Sheet* between Provisions of the Trust Indenture Act of 1939 and Indenture, dated as of June 20, 2005 between
SYNOVUS FINANCIAL CORP.

and
THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee

Section of Act                                     Section of Indenture
--------------                                     --------------------
310(a)(1), (2).................................            5.08
310(a)(3), (4).................................            Inapplicable
310(a)(5)......................................            5.08
310(b).........................................            **
310(c).........................................            Inapplicable
311(a), (b)....................................            **
311(c).........................................            Inapplicable
312............................................            **
313(a).........................................            **
313(b)(1)......................................            Inapplicable
313(b)(2)......................................            **
313(c), (d)....................................            **
314(a).........................................            **
314(b).........................................            Inapplicable
314(c)(1) and (2)..............................            13.05
314(c)(3)......................................            Inapplicable
314(d).........................................            Inapplicable
314(e).........................................            13.05
314(f).........................................            Inapplicable
315(a), (c) and (d)............................            5.01
315(b).........................................            4.08
315(e).........................................            4.09
316(a)(1)......................................            4.01 and 4.07
316(a)(2)......................................            Omitted
316(a) last sentence...........................            6.04
316(b).........................................            4.04
316(c).........................................            6.05
317(a).........................................            4.02
317(b).........................................            3.03(a)
318(a).........................................            13.07

* This Reconciliation and Tie-sheet is not a part of the Indenture.

** Included pursuant to Section 318(c) of the Trust Indenture Act of 1939.

TABLE OF CONTENTS*

                                                                                        Page
PARTIES...............................................................................    1

RECITALS..............................................................................    1

ARTICLE ONE  DEFINITIONS..............................................................    1

         Section 1.01      Definitions................................................    1

ARTICLE TWO  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES........    7

         Section 2.01      Form and Dating............................................    7
         Section 2.02      Execution and Authentication...............................    9
         Section 2.03      Note Registrar.............................................   10
         Section 2.04      Holder Lists...............................................   10
         Section 2.05      Global Note Provisions.....................................   11
         Section 2.06      Legends....................................................   12
         Section 2.07      Exchange and Registration of Transfer of Notes.............   12
         Section 2.08      Mutilated, Destroyed; Lost or Stolen Notes.................   19
         Section 2.09      Temporary Notes............................................   20
         Section 2.10      Cancellation of Notes Paid, etc............................   20
         Section 2.11      Payment of Interest; Interest Rights Preserved.............   21
         Section 2.12      Add On Notes...............................................   22
         Section 2.13      Additional Interest Under Registration Rights Agreement....   23

ARTICLE THREE  PARTICULAR COVENANTS OF THE COMPANY....................................   23

         Section 3.01      Payment of Principal and Interest..........................   23
         Section 3.02      Offices for Notices and Payments, etc......................   23
         Section 3.03      Provisions as to Paying Agent..............................   24
         Section 3.04      Statement as to Compliance.................................   25
         Section 3.05      Corporate Existence........................................   25

ARTICLE FOUR  REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT.............   26

         Section 4.01      Events of Default..........................................   26
         Section 4.02      Payment of Notes on Default; Suit Therefor.................   28
         Section 4.03      Application of Money Collected By Trustee..................   29
         Section 4.04      Proceedings by Noteholders.................................   30

* This table of contents is not part of the Indenture.

         Section 4.05      Proceedings by Trustee.........................................................  30
         Section 4.06      Remedies Cumulative and Continuing; Delay or Omission Not Waiver...............  30
         Section 4.07      Direction of Proceedings and Waiver of Defaults by Majority of Noteholders.....  31
         Section 4.08      Notice of Defaults.............................................................  31
         Section 4.09      Undertaking to Pay Costs.......................................................  32

ARTICLE FIVE  CONCERNING THE TRUSTEE......................................................................  32

         Section 5.01      Duties and Responsibilities of Trustee.........................................  32
         Section 5.02      Reliance on Documents, Opinions, etc...........................................  33
         Section 5.03      No Responsibility for Recitals, etc............................................  34
         Section 5.04      Trustee, Paying Agents or Note Registrar May Own Notes.........................  35
         Section 5.05      Money to be Held in Trust......................................................  35
         Section 5.06      Compensation and Expenses of Trustee...........................................  35
         Section 5.07      Officers' Certificate as Evidence..............................................  35
         Section 5.08      Eligibility of Trustee.........................................................  36
         Section 5.09      Resignation or Removal of Trustee..............................................  36
         Section 5.10      Acceptance by Successor Trustee................................................  37
         Section 5.11      Succession by Merger, etc......................................................  38

ARTICLE SIX  CONCERNING THE NOTEHOLDERS...................................................................  38

         Section 6.01      Action by Noteholders..........................................................  38
         Section 6.02      Proof of Execution by Noteholders..............................................  38
         Section 6.03      Who Are Deemed Absolute Owners.................................................  39
         Section 6.04      Company Owned Notes Disregarded................................................  40
         Section 6.05      Revocation of Consents; Future Holders Bound...................................  40

ARTICLE SEVEN  NOTEHOLDERS' MEETINGS......................................................................  41

         Section 7.01      Purposes of Meetings...........................................................  41
         Section 7.02      Call of Meetings by Trustee....................................................  41
         Section 7.03      Call of Meetings by Company or Noteholders.....................................  41
         Section 7.04      Qualifications for Voting......................................................  42
         Section 7.05      Regulations....................................................................  42
         Section 7.06      Quorum.........................................................................  43
         Section 7.07      Voting.........................................................................  43
         Section 7.08      No Delay of Rights by Meeting..................................................  43

ARTICLE EIGHT  SUPPLEMENTAL INDENTURES....................................................................  44

         Section 8.01      Supplemental Indentures Without Consent of Noteholders.........................  44
         Section 8.02      Supplemental Indentures with Consent of Noteholders............................  45

         Section 8.03      Compliance with Trust Indenture Act; Effect of Supplemental Indentures.........  45
         Section 8.04      Notation on Notes..............................................................  46
         Section 8.05      Evidence of Compliance of Supplemental Indenture to be Furnished Trustee.......  46

ARTICLE NINE  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE...........................................  46

         Section 9.01      Company May Consolidate, etc., on Certain Terms................................  46
         Section 9.02      Successor Person Substituted...................................................  47

ARTICLE TEN  SATISFACTION AND DISCHARGE OF INDENTURE......................................................  47

         Section 10.01     Discharge of Indenture.........................................................  47
         Section 10.02     Deposited Money to be Held in Trust by Trustee.................................  48
         Section 10.03     Paying Agent to Repay Money Held...............................................  48
         Section 10.04     Return of Unclaimed Money......................................................  48
         Section 10.05     Discharge of Indenture as to Notes.............................................  49
         Section 10.06     Repayment to Company of Deposits Made Pursuant to Section 10.05................  50
         Section 10.07     Deposits Irrevocable...........................................................  50
         Section 10.08     Reinstatement..................................................................  50

ARTICLE ELEVEN  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................  52

         Section 11.01     Indenture and Notes Solely Corporate Obligations...............................  52

ARTICLE TWELVE  SUBORDINATION OF SECURITIES...............................................................  52

         Section 12.01     Agreement to Subordinate.......................................................  52
         Section 12.02     Obligation of the Company Unconditional........................................  53
         Section 12.03     Notice to Trustee of Facts Prohibiting Payment.................................  53
         Section 12.04     Application by Trustee of Moneys Deposited with It.............................  54
         Section 12.05     Subrogation to Rights of Holders of Senior Indebtedness........................  54
         Section 12.06     Subordination Rights Not Impaired by Acts or Omissions of Company or Holders
                             of Senior Indebtedness.......................................................  54
         Section 12.07     Authorization of Trustee to Effectuate Subordination of Notes..................  55
         Section 12.08     Right of Trustee to Hold Senior Indebtedness...................................  55
         Section 12.09     Article Twelve Not to Prevent Events of Default................................  55
         Section 12.10     Article Applicable to Paying Agents............................................  55
         Section 12.11     Reliance on Judicial Order or Certificate of Liquidating Agent.................  55
         Section 12.12     Trustee Not Fiduciary for Holders of Senior Indebtedness.......................  56
         Section 12.13     Payment Permitted If No Default................................................  56

ARTICLE THIRTEEN  MISCELLANEOUS PROVISIONS................................................................  56

         Section 13.01     Provisions Binding on Company's Successors.....................................  56

iii

Section 13.02  Official Acts by Successor.....................................................  56
Section 13.03  Addresses for Notices; etc.....................................................  56
Section 13.04  Governing Law..................................................................  57
Section 13.05  Evidence of Compliance with Conditions Precedent...............................  57
Section 13.06  Legal Holidays.................................................................  57
Section 13.07  Trust Indenture Act to Control.................................................  58
Section 13.08  No Security Interest Created...................................................  58
Section 13.09  Benefits of Indenture..........................................................  58
Section 13.10  Payments to be Made in U.S. Dollars............................................  58
Section 13.11  Authenticating Agent...........................................................  58
Section 13.12  Table of Contents, Headings, etc...............................................  59
Section 13.13  Execution in Counterparts......................................................  59

THIS INDENTURE, dated as of June 20, 2005, is entered into by SYNOVUS FINANCIAL CORP., a Georgia corporation (such corporation or, subject to Article Nine, its successors and assigns, the "Company"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized under the federal laws of the United States (such national banking association or, subject to Article Five, its successors and assigns as Trustee under this Indenture, the "Trustee").

RECITAL OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of an unlimited amount of its 5.125% Subordinated Notes Due 2017, as provided herein, which will be issued initially in an aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000) (together with any Exchange Notes issued therefor and any Add On Notes (or any Exchange Note issued therefor), in each case as provided herein, the "Notes"). The Company may authorize the issuance of additional Notes from time to time, which will have the same terms and will be the same series as the Notes initially issued pursuant to this Indenture.

For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01 DEFINITIONS

The terms defined in this Section 1.01 (except to the extent the application of such definitions is expressly limited to certain instances, and except as otherwise expressly provided in this Indenture or unless the context otherwise requires) for all purposes of this Indenture will have the respective meanings specified in this Section 1.01. Except as otherwise expressly provided in this Indenture or unless the context otherwise requires, all other terms used in this Indenture that are defined in the Trust Indenture Act or that the Trust Indenture Act defines by reference to the Securities Act of 1933 or by Commission rule under the Trust Indenture Act will have the meanings assigned to such terms in the Trust Indenture Act, in such rule thereunder or in such Securities Act as in force at the date of the execution of this Indenture.

"Add On Notes" has the meaning specified in Section 2.12.

"Agent Member" has the meaning specified in Section 2.05(b).

"Authenticating Agent" (i) means any Person appointed by the Trustee pursuant to Section 13.11 to act on behalf of the Trustee to authenticate Notes, and (ii) initially means the Trustee.

"Bankruptcy Event of Default" has the meaning specified in Section 4.01.

"Board of Directors" means the board of directors of the Company or, with respect to any matter, any committee of the Board of Directors duly authorized to act for the Board of Directors with respect to such matter.

"Business Day" means any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorized or obligated by law or regulation to close in The City of New York or the city in which the Corporate Trust Office is located.

"Cede" has the meaning specified in Section 2.01(e).

"Clearstream Luxembourg" has the meaning specified in Section 2.01(e).

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture the Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

"Company" means the corporation identified as the Company in the first paragraph of this Indenture until a successor Person shall succeed to and be substituted for the Company pursuant to the provisions of Article Nine, and thereafter shall mean such successor Person.

"Company Order" means a written request or order signed in the name of the Company by its Chief Executive Officer, any Vice Chairman, its President, any of its Executive Vice Presidents or any of its Senior Vice Presidents, its Secretary or any Assistant Secretary, or its General Counsel and delivered to the Trustee.

"Corporate Trust Office" or any other similar term means the office of the Trustee at which at any particular time this Indenture shall be administered, which office, at the date of this instrument, is located at Towermarc Plaza, 2nd Floor, 10161 Centurion Parkway, Jacksonville, Florida 32256, Attention: Corporate Trust Department.

"Defaulted Interest" has the meaning specified in Section 2.11.

"Definitive Note" has the meaning specified in Section 2.05(c).

"Depositary", with respect to the Notes issued in the form of one or more Global Notes, means the Depository Trust Company, New York, New York, until a successor Depositary shall have been appointed pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" means or includes each person who is then a Depositary hereunder.

"Distribution Compliance Period" has the meaning specified in
Section 2.01(e).

"Euroclear" has the meaning specified in Section 2.01(e).

"Event of Default" means any event specified in Section 4.01, continued for the period of time, if any, and after the giving of the notice, if any, designated in Section 4.01.

"Exchange Note" means any Note issued in a Registered Exchange Offer in exchange for a like principal amount of Notes originally issued pursuant to an exemption from registration under the Securities Act, and replacement Notes issued therefor in accordance with this Indenture and containing terms substantially identical to the Initial Notes or any Add On Notes, if applicable (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the legends set forth in Sections 2.06(b) and (c), and (ii) the provisions relating to additional interest set forth in Section 2.13 will be eliminated).

"Global Note" means any Note issued in fully-registered certificated form to the Depositary (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Appendix A, with appropriate legends as specified in Section 2.06 and Appendix A.

"Indenture" means this instrument as originally executed or, if amended or supplemented as provided in this Indenture, as so amended or supplemented.

"Initial Purchasers" means Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. or with respect to any Add On Notes, the initial purchasers (or, if applicable, underwriters) of such Add On Notes.

"Interest Payment Date", when used with respect to any Note, means each June 15 and December 15, beginning December 15, 2005, when interest on the Notes is payable.

"Issue Date" means June 20, 2005.

"Issue Date Notes" means the $450,000,000 aggregate principal amount of Notes originally issued on the Issue Date in accordance with this Indenture, and any replacement Notes issued therefor.

"Issue Date Registration Rights Agreement" means the Registration Rights Agreement, dated as of June 20, 2005, between the Company and the Initial Purchasers.

"Maturity Date" means June 15, 2017.

"Non-U.S. Beneficial Ownership Certification" has the meaning specified in Section 2.01(e).

"Note" or "Notes" has the meaning stated in the recital of this Indenture and means any Note or Notes, as the case may be, authenticated and delivered pursuant to this Indenture.

"Note Custodian" means the custodian with respect to any Global Note appointed by the Depositary or any successor Person thereto, and shall initially be the Trustee.

"Note Register" has the meaning specified in Section 2.03(a).

"Note Registrar" has the meaning specified in Section 2.03(a).

"Noteholder", "holder of Notes", "holder" or other similar term means any Person in whose name at the time a particular Note is registered on the Note Register.

"Officers' Certificate", when used with respect to the Company, means a certificate signed by the Chief Executive Officer, any Vice Chairman, the President, any of the Executive Vice Presidents or any of the Senior Vice Presidents, the Secretary or any Assistant Secretary, or the General Counsel. Except as otherwise provided in this Indenture, each such certificate shall include the statements provided for in Section 13.05.

"Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, and who shall be acceptable to the Trustee. Except as otherwise provided in this Indenture, each such opinion shall include the statements provided for in Section 13.05.

"outstanding", when used with reference to Notes, subject to the provisions of Section 6.04, means, as of any particular time, all Notes authenticated and delivered by the Trustee pursuant to this Indenture except:

(a) such Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(b) such Notes, or portions thereof, for the payment of which money in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); and

(c) Notes in lieu of or in substitution for which other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.08, except to the extent that a bona fide holder in due course of any such Notes shall have presented proof satisfactory to the Trustee that such holder is a bona fide holder in due course of any such Notes.

"Paying Agent" means any Person authorized by the Company to pay the principal of and any premium or interest on the Notes on behalf of the Company.

"Person" means a corporation, an association, a partnership, a limited liability company, a joint venture, an organization, a trust, an individual, a government or a political subdivision thereof or a governmental agency.

"Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt that was evidenced by such particular Note, and, for the purposes of this definition, any Note authenticated and delivered under Section 2.08 in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

"Private Placement Legend" has the meaning specified in Section 2.06(b).

"Ranking Junior to the Notes", when used with respect to any obligation of the Company, means any obligation of the Company which (a) ranks junior to and not equally with or prior to the Notes in right of payment upon the happening of any event of the kind specified in the first sentence of the first paragraph of Section 12.01, and (b) is specifically designated as ranking junior to the Notes by express provisions in the instrument creating or evidencing such obligation.

"Ranking on a Parity with the Notes", when used with respect to any obligation of the Company, means any obligation of the Company which (a) ranks equally with and not prior to the Notes in right of payment upon the happening of any event of the kind specified in the first sentence of the first paragraph of Section 12.01, and (b) is specifically designated as ranking on a parity with the Notes by express provision in the instrument creating or evidencing such obligation. The securing of any obligations of the Company, otherwise Ranking on a Parity with the Notes or Ranking Junior to the Notes, is not deemed to prevent such obligations from constituting obligations Ranking on a Parity with the Notes or Ranking Junior to the Notes.

"Registered Exchange Offer" means an exchange offer by the Company registered under the Securities Act pursuant to which Notes originally issued pursuant to an exemption from registration under the Securities Act are exchanged for Notes of like principal amount not bearing the Private Placement Legend.

"Registration Rights Agreement" means any registration rights agreement between the Company and one or more investment banks acting as initial purchasers in connection with any issuance of Notes under this Indenture, including the Issue Date Registration Rights Agreement.

"Registration Statement" means an effective shelf registration statement under the Securities Act that registers the resale by holders (and beneficial owners) of Notes (or beneficial interests therein) originally issued pursuant to an exemption from registration under the Securities Act.

"Regular Record Date", with respect to the interest payable on any Interest Payment Date, whether or not a Business Day, on the Notes, means the June 1 or December 1, as the case may be, immediately preceding an Interest Payment Date.

"Regulation S" has the meaning specified in Section 2.01(e).

"Regulation S Global Note" has the meaning specified in Section 2.01(e).

"Regulation S Permanent Global Note" has the meaning specified in
Section 2.01(e).

"Regulation S Temporary Global Note" has the meaning specified in
Section 2.01(e).

"Responsible Officer", when used with respect to the Trustee, means
(i) the Chairman or Vice Chairman of its board of directors, (ii) the Chairman or Vice Chairman of the executive committee of the board of directors or the President, (iii) any Vice President, any senior trust officer, any trust officer, any assistant trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be the above-named officers and in each case who is assigned to the corporate trust department of the Trustee and (iv) any employee of the Trustee to whom any corporate trust matter with respect to this Indenture is referred because of such officer's knowledge of and familiarity with the particular subject.

"Rule 144A" has the meaning specified in Section 2.01(d).

"Rule 144A Global Note" has the meaning specified in Section 2.01(d).

"Securities Act" has the meaning specified in Section 2.01(d).

"Senior Indebtedness" means the following, whether now outstanding or subsequently created, assumed or incurred: (1) all indebtedness of the Company for money borrowed, including any obligation of, or any obligation guaranteed by, the Company, for the repayment of borrowed money, whether or not evidenced by bonds, debentures, securities, notes or other written instruments;
(2) any deferred obligation of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary course of business;
(3) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers acceptances, security purchase facilities and similar transactions; (4) all capital lease obligations of the Company; (5) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contacts, commodity contracts and other similar agreements; (6) all obligations of the type referred to in clauses (1) through
(5) of other Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; provided, however, that "senior indebtedness" does not include (a) the Notes issued under this Indenture, (b) any obligation Ranking on a Parity with the Notes, or (c) any obligation Ranking Junior to the Notes.

"Special Record Date" has the meaning specified in Section 2.11.

"Stated Maturity", when used with respect to any Note or any installment of principal thereof, premium, if any, or interest thereon, means the date specified in such Note as the fixed date on which the principal of such Note, premium, if any, or such installment of interest is due and payable.

"Subsidiary" means any Person of which a majority of the aggregate voting power of the outstanding Voting Stock at the time shall be owned by the Company or by the Company and one or more Subsidiaries or by one or more Subsidiaries.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as it was in force at the date of execution of this Indenture, except as provided in
Section 8.03; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended.

"Trustee" means the Person identified as the Trustee in the first paragraph of this Indenture until a successor shall succeed to the trusts created by this Indenture pursuant to the provision of Article Five, and thereafter shall mean such successor.

"United States" means the United States of America (including the District of Columbia) and its possessions.

"U.S. Government Obligations" has the meaning specified in Section 10.05(b).

"Vice President", when used with respect to the Company or the Trustee, means any such officer whether or not designated by a number or a word or words added before or after such title.

"Voting Stock" of a Person means stock or any other form of equity or voting interest of the class or classes having general voting power in an election of the board of directors, managing partners, managers or trustees of such Person (irrespective of whether, at the time, stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

SECTION 2.01 FORM AND DATING

(a) The Issue Date Notes are being originally offered and sold by the Company pursuant to a Purchase Agreement dated June 15, 2005 between the Company and the Initial Purchasers. The Notes will be issued in fully-registered certificated form without coupons, and in denominations of $1,000 and any integral multiple thereof. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Appendix A.

(b) The terms and provisions of the Notes, the form of which is in Appendix A and Appendix B, as applicable, shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Except as otherwise expressly permitted in this Indenture, all Notes shall be identical in all

respects. Notwithstanding any differences among them, all Notes issued under this Indenture shall vote and consent together on all matters as one class.

(c) The Notes may have notations, legends or endorsements as specified in Section 2.06 or as otherwise required by law, stock exchange rule or the Depositary's rules or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

(d) Notes initially offered and sold to qualified institutional buyers (as defined in Rule 144A ("Rule 144A") under the United States Securities Act of 1933, as amended (the "Securities Act")) in the United States in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A must be issued in the form of one or more permanent Global Notes (each, a "Rule 144A Global Note").

(e) Notes originally offered and sold outside the United States in reliance on Regulation S ("Regulation S") under the Securities Act must be issued in the form of one or more temporary Global Notes (each, a "Regulation S Temporary Global Note"). Each such Global Note must be duly executed by the Company, authenticated by the Trustee in the manner set forth in Section 2.02 hereof, deposited with the Trustee, as Note Custodian, and registered in the name of Cede & Co. ("Cede"), as nominee of the Depositary, for credit to the respective accounts of the participants of the Depositary acting as depositaries for Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream Luxembourg"), or such other accounts as the Initial Purchasers may direct. An interest in a Regulation S Temporary Global Note will be exchangeable for an interest in a permanent Global Note (a "Regulation S Permanent Global Note," and together with the Regulation S Temporary Global Note, a "Regulation S Global Note") on or after the expiration of the Distribution Compliance Period upon the receipt by the Note Registrar of a certificate in the form of Appendix C-1 (a "Non-U.S. Beneficial Ownership Certification") to the effect that Euroclear or Clearstream Luxembourg, as applicable, has received a certificate in the form of Appendix C-2, from the holder of a beneficial interest in such Regulation S Temporary Global Note (or its agent) in the principal amount to be exchanged. Upon receipt by the Note Registrar of a Non-U.S. Beneficial Ownership Certification, (i) with respect to the first such Non-U.S. Beneficial Ownership Certification, the Company will execute, and upon Company Order the Trustee will authenticate and deliver to the Note Custodian, one or more Regulation S Permanent Global Notes and (ii) with respect to the first and each subsequent Non-U.S. Beneficial Ownership Certification, the Note Registrar and the Note Custodian shall exchange the interest in the Regulation S Temporary Global Note covered by such Non-U.S. Beneficial Ownership Certification for an interest of equal principal amount in a Regulation S Permanent Global Note. Upon any exchange of an interest in a Regulation S Temporary Global Note for a comparable interest in the Regulation S Permanent Global Note, the Note Registrar shall decrease the Regulation S Temporary Global Note and increase the Regulation S Permanent Global Note, in each case in an amount equal to the principal amount of Notes covered by the applicable Non-U.S. Beneficial Ownership Certification.

As used in this Agreement, the term "Distribution Compliance Period" means the period of 40 consecutive days beginning on and including the later of
(i) the day on which the

Notes are first offered by the Initial Purchasers for the Notes to Persons other than distributors (as defined in Regulation S) in reliance on Regulation S and
(ii) the day on which the closing for the offering of the Notes occurs.

SECTION 2.02 EXECUTION AND AUTHENTICATION

(a) The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, any Vice Chairman, President, any Executive Vice President, any Senior Vice President, its Secretary, its Assistant Secretary or the General Counsel and attested by its Secretary or an Assistant Secretary, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise).

(b) No Note shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose unless such Note bears thereon a certificate of authentication substantially in the form set forth in Appendix A validly executed by the authorized signatory of the Trustee or the Authenticating Agent, if a Person other than the Trustee. Such certificate by the Trustee upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered under this Indenture.

The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing holders.

(c) In case any officer of the Company whose manual or facsimile signature appears on any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person whose manual or facsimile signature appears on such Notes had not ceased to be such officer of the Company; and any Note may bear the manual or facsimile signature on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

(d) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon a Company Order specifying the principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

(e) The Trustee may appoint an Authenticating Agent pursuant to
Section 13.11 hereof to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each

reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.

(f) In case a successor Person has executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

SECTION 2.03 NOTE REGISTRAR

(a) The Company shall keep, at the office or agency to be maintained by the Company in accordance with the provisions of Section 3.02 a register or registers (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for registration of Notes and registration of transfer of Notes as provided in Article Two. The Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Note Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Note at such office or agency, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes for an equal aggregate principal amount. The Company hereby initially appoints the Trustee, at its Corporate Trust Office, as Note Registrar ("Note Registrar"), until such time as another Person is appointed as such.

(b) The Company shall enter into an appropriate agency agreement with any Note Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a Note Registrar, the Trustee shall act as such and shall be entitled to appropriate compensation therefore pursuant to Section 5.06. The Company may act as Note Registrar, until such time as another Person is appointed as such.

SECTION 2.04 HOLDER LISTS

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of holders. If the Trustee is not the Note Registrar, or to the extent otherwise required under the Trust Indenture Act, the Company shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment

Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of holders.

SECTION 2.05 GLOBAL NOTE PROVISIONS

(a) Each Global Note initially shall: (i) be duly executed by the Company in the manner set forth in Section 2.02, (ii) be authenticated by the Trustee in the manner set forth in Section 2.02 hereof, (iii) be deposited with the Trustee, at its Corporate Trust Office, as Note Custodian, (iv) be registered in the name of Cede, as nominee of the Depositary, for credit to the respective accounts of the Initial Purchasers for the Notes at the Depositary or such other accounts as they may direct and (v) bear the appropriate legend(s), as provided in Section 2.06 and set forth in Appendix A. The aggregate principal amount of each Global Note may from time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian, or the Depositary, or its nominee, as the case may be, as hereinafter provided.

(b) Neither any members of, or participants in, the Depositary ("Agent Members"), nor any other person on whose behalf Agent Members may act (including Euroclear and Clearstream Luxembourg and participants and account holders therein), have any rights under this Agreement with respect to any Global Note held on their behalf by the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Agreement prevents the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee or impair, as between the Depositary, its Agent Members and any other person on whose behalf the Agent Member may act, the operation of customary practices governing the exercise of the rights of a holder of an interest in any Note.

(c) Except as provided in Section 2.07(c) below, owners of beneficial interests in Global Notes will not be entitled to receive certificated Notes in registered form without interest coupons (the "Definitive Notes"). In connection with the exchange of an entire Global Note for Definitive Notes pursuant to Section 2.07(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. The Definitive Notes shall be substantially of the tenor and purport as set forth in Appendix B and having such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or to conform to usage or as may be determined consistently herewith by the officers executing such Notes, as evidenced by their execution. The Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange, all as may be determined by the officers executing the Notes.

SECTION 2.06 LEGENDS

(a) Each Global Note shall bear the legend specified therefor in Appendix A on the face thereof.

(b) Each Regulation S Temporary Global Note and Rule 144A Global Note shall bear the private placement legend specified therefor in Appendix A on the face thereof (together with, if applicable, paragraph (a) of this Section 2.06, the "Private Placement Legend").

(c) Each Regulation S Temporary Global Note shall also bear the additional legend specified therefor in Appendix A on the face thereof.

SECTION 2.07 EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES

(a) Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations. Notes to be exchanged shall be surrendered at the office or agency to be maintained by the Company pursuant to
Section 3.02, and the Company shall execute and cause to be registered, and the Trustee shall authenticate and deliver in exchange therefor, the Note or Notes which the Noteholder making the exchange shall be entitled to receive.

(b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note or a beneficial interest therein, in whole or in part, shall be made only in accordance with this Section 2.07(b) as follows:

(i) TRANSFERS OF GLOBAL NOTES IN WHOLE. Subject to clauses
(ii) through (iv) of this Section 2.07(b) and Section 2.07(c) herein, transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary or to nominees of the Depositary or to a successor of the Depositary or such successor's nominee.

(ii) TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE TO REGULATION S TEMPORARY GLOBAL NOTE. If a holder of a beneficial interest in the Rule 144A Global Note deposited with the Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Regulation S Temporary Global Note, or to transfer its interest in such Rule 144A Global Note to a person who wishes to take delivery thereof in the form of an interest in the Regulation S Temporary Global Note, such holder may, subject to the rules and procedures of the Depositary as in effect from time to time, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Regulation S Temporary Global Note in accordance with this Section
2.07(b)(ii). Upon receipt by the Trustee, as transfer agent, of (A) instructions given in accordance with the Depositary's procedures from an Agent Member directing the Trustee to debit or to cause to be debited a beneficial interest in the Rule 144A Global Note in a specified principal amount from such Agent Member's account and to credit or cause to be credited a beneficial interest of an equivalent principal amount in the Regulation S Temporary Global Note to another specified Agent

Member's account, (B) an order given by the holder of such beneficial interest in the Rule 144A Global Note in accordance with the Depositary's procedures containing information regarding the Euroclear or Clearstream Luxembourg account to be credited with such increase and the name of such account, and (C) a certificate in the form of Appendix D hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Notes and that such transfer or exchange has been made pursuant to and in accordance with Regulation S, the Trustee, as Note Custodian, shall instruct the Depositary to reduce the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred and the Trustee, as transfer agent, shall instruct the Depositary concurrently with such reduction, to increase the principal amount of the Regulation S Temporary Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions (who shall be an agent member of Euroclear or Clearstream Luxembourg, or both) a beneficial interest in the Regulation S Temporary Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

(iii) TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE TO REGULATION S PERMANENT GLOBAL NOTE. If a holder of a beneficial interest in the Rule 144A Global Note deposited with the Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Regulation S Permanent Global Note, or to transfer its interest in such Rule 144A Global Note to a person who wishes to take delivery thereof in the form of an interest in the Regulation S Permanent Global Note, such holder may, subject to the rules and procedures of the Depositary, as in effect from time to time, exchange or transfer, or cause the exchange or transfer, of such interest for an equivalent beneficial interest in the Regulation S Permanent Global Note in accordance with this
Section 2.07(b)(iii). Upon receipt by the Trustee, as transfer agent, of (A) instructions given in accordance with the Depositary's procedures from an Agent Member directing the Trustee to debit or to cause to be debited a beneficial interest in the Rule 144A Global Note in a specified principal amount from such Agent Member's account and to credit or cause to be credited a beneficial interest of an equivalent principal amount in the Regulation S Permanent Global Note, (B) an order given by the holder of such beneficial interest in accordance with the Depositary's procedures containing information regarding the Euroclear or Clearstream Luxembourg account or participant account of the Depositary to be credited with such increase, (C) a certificate in the form of Appendix E hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Notes and (1) that such transfer or exchange has been made pursuant to and in accordance with Regulation S or
(2) that the Note being exchanged or transferred is not a "restricted security" as defined in Rule 144 under the Securities Act, the Trustee, as transfer agent, shall instruct the Depositary to reduce the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred and the Trustee, as transfer agent, shall instruct the Depositary, concurrently with such reduction, to increase the principal amount of the Regulation S Permanent Global Note by the aggregate principal amount of

the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Regulation S Permanent Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

(iv) TRANSFER OR EXCHANGE FROM REGULATION S TEMPORARY GLOBAL NOTE OR REGULATION S PERMANENT GLOBAL NOTE TO RULE 144A GLOBAL NOTE. If a holder of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note deposited with the Depositary wishes at any time to exchange its interest in such Regulation S Temporary Global Note or Regulation S Permanent Global Note for an interest in the Rule 144A Global Note, or to transfer its interest in such Regulation S Temporary Global Note or Regulation S Permanent Global Note to a person who wishes to take delivery thereof in the form of an interest in the Rule 144A Global Note, such holder may, subject to the rules and procedures of Euroclear or Clearstream Luxembourg and the Depositary, as the case may be, as in effect from time to time, exchange or transfer, or cause the exchange or transfer, of such interest for an equivalent beneficial interest in the Rule 144A Global Note in accordance with this Section
2.07(b)(iv). Upon receipt by the Trustee, as transfer agent, of (A) instructions from Euroclear or Clearstream Luxembourg or an Agent Member, as the case may be, directing the Trustee, as transfer agent, to debit or to be caused to be debited a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be, in a specified principal amount from such Agent Member's account and to credit or cause to be credited a beneficial interest of an equivalent principal amount in the Rule 144A Global Note to another Agent Member's account, such instructions to contain information regarding the Agent Member's account with the Depositary to be credited with such increase, and, with respect to an exchange or transfer of an interest in the Regulation S Permanent Global Note, information regarding the Agent Member's account with the Depositary to be debited with such decrease, and (B) with respect to an exchange or transfer of an interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note for an interest in the Rule 144A Global Note, a certificate in the form of Appendix F hereto given by the holder of such beneficial interest and stating that the person transferring such interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be, reasonably believes that the person acquiring such interest in the Rule 144A Global Note is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A under the Securities Act, the Trustee, as Note Custodian, shall instruct the Depositary to reduce the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be, by the aggregate principal amount of the beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note to be exchanged or transferred, and the Trustee, as transfer agent, shall instruct the Depositary, concurrently with such reduction, to increase the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be, to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial

interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be.

(v) No certification is required in connection with any transfer or exchange of any Note (or beneficial interest therein) except in the case of the transfers described in subparagraphs (i) through (iv) of paragraph (d) of this Section 2.07.

(i) In the event that a Global Note is exchanged for Definitive Notes pursuant to this Section 2.07(c), such Definitive Notes may be exchanged or transferred only in accordance with such procedures as are substantially consistent, as if applicable, with the provisions of clauses 2.07(b)(ii) through (iv) above (including the certification requirements intended to ensure that such exchanges or transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and as may be from time to time adopted by the Company and the Trustee. Definitive Notes issued in exchange for interests in the Rule 144A Global Note will bear the Private Placement Legend, and the Company will be entitled to request satisfactory evidence of compliance by the holder with the terms of the Private Placement Legend prior to effecting registration of a transfer, exchange or replacement of such Definitive Notes.

(ii) Interests in a Global Note deposited with the Depositary pursuant to Section 2.05 hereto may be transferred to the beneficial owners thereof in the form of Definitive Notes only if:

(x) such transfer complies with Section 2.07(b) and the Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or if at any time the Depositary ceases to be a "clearing agency" registered under the United States Securities Exchange Act of 1934, as amended, and a successor depositary so registered is not appointed by the Company within 90 days of such notice. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes only in fully registered form without coupons in authorized denominations in an aggregate principal amount equal to the aggregate principal amount of the Global Notes,

(y) the Company at any time and in its sole discretion determines not to have any of the Notes held in the form of Global Notes and executes and delivers to the Trustee and Note Registrar an Officers' Certificate stating that such Global Note shall be so transferred; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Definitive Notes prior to the expiration of the Distribution Compliance Period, or

(z) an Event of Default has occurred and is continuing and the Note Registrar has received a request from the Depositary.

(iii) If interests in any Global Note are to be transferred to the beneficial owners thereof in the form of Definitive Notes pursuant to this Section 2.07(c), such Global Note must be surrendered by the Depositary to the Note Registrar to be so transferred, without charge, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Definitive Notes, shall authenticate and deliver Definite Notes only in registered form without coupons, in authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Global Notes. The Company must deliver such Definitive Notes in a sufficient quantity to the Trustee no later than 30 days after the first date on which interests in a Global Note are to be made available in definitive form pursuant to Section 2.07(c)(ii)(x). The Definitive Notes transferred pursuant to this Section 2.07(c) must be registered in such names as the Depositary will direct in writing. The Trustee will have not more than 30 days from the date of its receipt of Definitive Notes and registration information to authenticate and deliver such Definitive Notes. Any Definitive Notes delivered in exchange for an interest in a Rule 144A Global Note shall bear the legend regarding transfer restrictions applicable to the Rule 144A Global Note set forth on the form of Global Note attached as Appendix A hereto. In no event will the Trustee be liable for the costs and expenses of printing, preparing or delivering any Definitive Notes.

(iv) Subject to Section 2.07(c)(i), the holder of any Definitive Note may transfer the same in whole or in part in an authorized denomination by surrendering at the office of the Note Registrar or at the office of any other transfer agent that may be appointed by the Company such Definitive Note with the form of transfer thereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar or any such transfer agent, as the case may be, duly executed by, the holder thereof or his attorney-in-fact duly authorized in writing. In exchange for any Definitive Notes properly presented for transfer, the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered at the office of the Note Registrar or at the office of any transfer agent, as the case may be, to the transferee, or send by mail (at the risk of the transferee) to such address as the transferee may request, Definitive Notes registered in the name of such transferee, for the same aggregate principal amount as was transferred. In the case of the transfer of any Definitive Notes in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the office of the Note Registrar or at the office of any transfer agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, Definitive Notes registered in the name of the transferor, for the aggregate principal amount that was not transferred. No transfer of any Definitive Notes may be made unless the request for such transfer is made by the registered holder or by a duly authorized attorney-in-fact of such holder at the office of the Note Registrar or at the office of any other transfer agent that may be appointed by the Company.

(v) At the option of the holder on request confirmed in writing and subject to applicable laws and regulations and to the terms set forth in the Definitive Note (which shall be substantially in the form of Appendix B attached hereto), Definitive Notes may be exchanged for Definitive Notes of any authorized denominations and of equal aggregate principal amount, upon surrender of the Definitive Notes to be exchanged at the office of the Note Registrar or at the office of a transfer agent. Whenever any Definitive Note is so surrendered for exchange, together with a written request for exchange, the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered at the office of any transfer agent, as the case may be, Definitive Notes which the holder making the exchange is entitled to receive.

(d) USE AND REMOVAL OF PRIVATE PLACEMENT LEGENDS. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing (or not required to bear upon such transfer, exchange or replacement) a Private Placement Legend, the Trustee, as Note Registrar and Note Custodian, shall exchange such Notes (or beneficial interests) for beneficial interests in a Global Note (or Definitive Notes if they have been issued pursuant to Section 2.07(c)) that does not bear a Private Placement Legend. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Trustee, as Note Registrar and Note Custodian, shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private Placement Legend unless:

(i) such Notes (or beneficial interests) are exchanged in a Registered Exchange Offer;

(ii) such Notes (or beneficial interests) are transferred pursuant to a Registration Statement;

(iii) such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Note Registrar of a certificate of the transferor in the form of Appendix G and an Opinion of Counsel reasonably satisfactory to the Note Registrar to the effect that neither the Private Placement Legend nor the related restrictions on transfer are required to maintain compliance with the provisions of the Securities Act; or

(iv) in connection with such transfer, exchange or replacement the Note Registrar shall have received an Opinion of Counsel and other evidence reasonably satisfactory to it to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(e) CONSOLIDATION OF GLOBAL NOTES AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL INTERESTS IN GLOBAL NOTES

(i) If a Global Note not bearing a Private Placement Legend (other than a Regulation S Global Note) is outstanding at the time of a Registered Exchange Offer, any interests in a Global Note exchanged in such Registered Exchange Offer shall be exchanged for interests in such outstanding Global Note.

(ii) Upon the transfer or exchange (including pursuant to a Registered Exchange Offer) of any Definitive Note for which a Private Placement Legend would not be required pursuant to Section 2.07(d) following such transfer or exchange, such Definitive Note shall be exchanged for an interest in a Global Note (other than a Regulation S Global Note) not bearing a Private Placement Legend and, if no such Global Note is outstanding at such time, the Company shall execute and upon Company Order the Trustee shall authenticate a Global Note not bearing a Private Placement Legend.

(iii) Nothing in this Indenture shall provide for the consolidation of any Notes with any other Notes to the extent that they constitute, as determined pursuant to an Opinion of Counsel, different classes of securities for U.S. federal income tax purposes.

(f) EXECUTION, AUTHENTICATION OF NOTES, ETC.; NOTES ISSUED UPON REGISTERED EXCHANGE OFFER

(i) All Notes surrendered for registration of transfer or exchange shall be delivered to the Note Registrar. The Note Registrar shall cancel and destroy all such Notes surrendered for registration of transfer or exchange and shall promptly deliver a certificate of destruction, stating the serial numbers, U.S. dollar value and total number of all Notes destroyed hereunder, to the Company.

(ii) Subject to the other provisions of this Section 2.07, when Notes are presented to the Note Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar, duly executed by the holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges and subject to the other terms and conditions of this Article Two, the Company will execute and upon Company Order the Trustee will authenticate Definitive Notes and Global Notes at the Note Registrar's request.

(iii) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer.

(iv) Upon the occurrence of a Registered Exchange Offer in accordance with any Registration Rights Agreement (including the Issue Date Registration Rights Agreement), the Company shall issue and, upon receipt of a Company Order in accordance with Section 2.02, the Trustee shall authenticate one or more unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Rule 144A Global Notes and Regulation S

Global Notes tendered for acceptance by Persons that certify in the applicable letters of transmittal that (x) they are not broker-dealers holding unsold allotment Notes, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Rule 144A Global Notes and Regulation S Global Notes to be reduced accordingly.

(g) NO OBLIGATION OF THE TRUSTEE

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the holders and all payments to be made to holders in respect of the Notes shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of a Global Note). The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.08 MUTILATED, DESTROYED; LOST OR STOLEN NOTES

(a) In case any temporary or Definitive Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its request and in the absence of written notice to the Company and a Responsible Officer of the Trustee that such Note has been acquired by a bona fide purchaser, the Trustee shall authenticate and deliver, a new Note of equal aggregate principal amount and of like tenor and terms bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substitute Note shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to hold each of them harmless, and, in every case of destruction, loss or theft, the applicant also shall furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Note.

(b) The Trustee may authenticate any such substitute Note and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substitute Note, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. In case any Note which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company, instead of issuing a substitute Note, may pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) if the applicant for such payment shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to hold each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Note.

(c) Every substitute Note issued pursuant to the provisions of this
Section 2.08 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued under this Indenture. All Notes shall be held and owned by the holders upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 2.09 TEMPORARY NOTES

Pending the preparation of Definitive Notes, the Company may execute and the Trustee shall authenticate and deliver temporary Notes (printed, lithographed or typewritten). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Definitive Notes, but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be authenticated by the Trustee in substantially the same manner, and with the same effect, as the Definitive Notes. Without unreasonable delay the Company will execute and deliver to the Trustee Definitive Notes and thereupon any or all temporary Notes may be surrendered in exchange therefor at the principal office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Definitive Notes of authorized denominations. Such exchange shall be made at the Company's expense and without any charge to the holder. Until so exchanged, the temporary Notes in all respects shall be entitled to the same benefits under this Indenture as Definitive Notes authenticated and delivered under this Indenture.

SECTION 2.10 CANCELLATION OF NOTES PAID, ETC.

All Notes surrendered for the purpose of payment, exchange or registration of transfer, if surrendered to the Company or any Paying Agent or any Note Registrar, shall be delivered to the Trustee and promptly cancelled by the Trustee or, if surrendered to the Trustee,

promptly shall be cancelled by it; and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee may destroy cancelled Notes and upon request will deliver a certificate of such destruction to the Company.

SECTION 2.11 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

The Notes shall bear interest at the rate of 5.125% per annum, payable semiannually on June 15 and December 15 of each year, commencing December 15, 2005. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Interest payments for the Notes will include accrued interest from and including the Issue Date or from and including the immediately preceding Interest Payment Date, as the case may be, to, but excluding the Interest Payment Date or the Maturity Date, as the case may be. The person in whose name any Note (or one or more Predecessor Notes), (including any Note or Notes issued upon registration of transfer or exchange thereof) is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable thereon on such Interest Payment Date notwithstanding the cancellation of such Note upon any registration of transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date, unless such interest is not punctually paid or duly provided for on such Interest Payment Date, in which case such defaulted interest shall be paid as described in
Section 2.11(i) or 2.11(ii), as applicable. Payment of interest on any Note may be made as provided in Section 3.02.

If any Interest Payment Date or the Maturity Date, as the case may be, falls on a day that is not a Business Day, the related payment of interest or principal will be made on the next day that is a Business Day (with the same force and effect as if made on the date such payment was due) and no interest will accrue on the amount payable for the period from and after such Interest Payment Date or Maturity Date, as the case may be.

Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted Interest") forthwith shall cease to be payable to the holder on the relevant Regular Record Date by virtue of having been such holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or
(ii) below:

(i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than

ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee promptly shall notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Noteholder at its address as it appears in the Note Register, not less than ten days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (ii).

(ii) The Company may make payment of any Defaulted Interest on any such Note in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.11, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note.

SECTION 2.12 ADD ON NOTES

The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without notice to or consent of the holders, create and issue pursuant to this Indenture additional notes ("Add On Notes") having terms and conditions set forth in Appendix A identical to those of the other outstanding Notes, except that Add On Notes:

(i) may have a different issue date from other outstanding Notes;

(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on other outstanding Notes;

(iii) may have terms specified in the Add On Note Board Resolution or Add On Note supplemental indenture for such Add On Notes making appropriate adjustment to this Article Two and Appendix A (and related definitions) applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the holder of any outstanding Notes (other than such Add On Notes); and

(iv) may be entitled to additional interest as provided in
Section 2.13 not applicable to other outstanding Notes and may not be entitled to such additional interest applicable to other outstanding Notes.

SECTION 2.13 ADDITIONAL INTEREST UNDER REGISTRATION RIGHTS AGREEMENT

Under certain circumstances, the Company may be obligated to pay additional interest to holders, all as and to the extent set forth in the Notes substantially in the forms of Appendices A and B attached hereto.

The Trustee shall have no duty or responsibility for determining if any additional interest is payable with respect to the Notes or if any such additional interest is payable thereon, when such additional interest is payable and the amount of such additional interest. The Company shall notify the Trustee and Paying Agent in writing at least five days prior to each Interest Payment Date whether additional interest is payable with respect to the Notes and, to the extent such additional interest is payable, shall certify in such notice the date such additional interest commenced to accrue, the applicable per annum interest rate or rates applicable to such additional interest and the periods such additional interest accrued at each such rate and the aggregate amount of such additional interest payable on such Interest Payment Date.

ARTICLE THREE

PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01 PAYMENT OF PRINCIPAL AND INTEREST

The Company duly and punctually will pay or cause to be paid the principal of, premium, if any, and interest on the Notes at the time and place and in the manner provided in this Indenture and in the Notes. The Notes are not entitled to the benefit of any sinking fund.

SECTION 3.02 OFFICES FOR NOTICES AND PAYMENTS, ETC.

So long as any Notes remain outstanding, the Company will maintain an office or agency in the Borough of Manhattan, The City of New York, where the Notes may be presented for payment, for registration of transfer and for exchange as provided in this Indenture and where notices and demands to or upon the Company in respect of the Notes or of this Indenture may be served. The Company hereby initially designates as such office or agency the office or agency of the Trustee at 101 Barclay Street, New York, New York 10286, Corporate Trust Department, for all of the foregoing purposes until such time, and except for as long as, the Company shall designate and maintain some other such office or agency and give the Trustee written notice thereof. In case the Company shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof to the Trustee, presentations and demands may be made and notices may be served at the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and the Company hereby initially appoints the Trustee at such office or agency as its agent to receive all such presentations and demands.

In addition to such offices or agencies, the Company may from time to time constitute and appoint one or more other offices or agencies for such purposes with respect to the Notes and one or more paying agents for the payment of the Notes, in one or more other cities, and may from time to time rescind such appointments, as the Company may deem desirable or expedient and as to which the Company has notified the Trustee; provided, however, that no such appointment or rescission shall in any manner relieve the Company of its obligation to maintain such office in the Borough of Manhattan, The City of New York, for payment of the Notes.

Notwithstanding any provisions of this Indenture or the Notes to the contrary, at the option of the Company, payment of interest on any Note may be made by check pursuant to the terms of such Note mailed to the address of the Person entitled thereto as such address shall appear in the Note Register, except that (i) a holder of $20,000,000 or more in aggregate principal amount of Notes will be entitled to receive such payments by wire transfer within the United States of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Paying Agent not later than ten days prior to the applicable Interest Payment Date and (ii) payments in respect of the Global Notes shall be made by wire transfer of immediately available funds to the accounts specified by the holders of the Global Notes. Any such instructions shall be deemed valid and continue in full force and effect unless revoked in writing.

SECTION 3.03 PROVISIONS AS TO PAYING AGENT

(a) The Company, prior to each due date of principal of, premium, if any, or interest on the Notes, will deposit with the Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest. The Company hereby initially appoints the Trustee as Paying Agent. If the Company shall appoint a Paying Agent other than the Trustee with respect to the Notes, the Company will notify the Trustee of its making, or failure to make, any such payment; and the Company also shall cause any such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 3.03, as follows:

(1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Persons entitled thereto;

(2) that it will give the Trustee prompt oral notice confirmed in writing of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall be due and payable; and

(3) that it will, at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held by it as such agent.

(b) If the Company shall act as its own Paying Agent with respect to the Notes, on or before each due date of the principal of, premium, if any, or interest on the Notes it will set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal, premium, if any, or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable.

(c) Notwithstanding anything in this Section 3.03 to the contrary, the Company, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, may pay or by Company Order direct any Paying Agent to pay to the Trustee all sums held in trust by the Company or any Paying Agent under this Indenture, such sums to be held by the Trustee upon the trusts contained in this Indenture.

(d) Notwithstanding anything in this Section 3.03 to the contrary, the agreement to hold sums in trust as provided in this Section 3.03 is subject to Sections 10.03 and 10.04.

SECTION 3.04 STATEMENT AS TO COMPLIANCE

So long as any of the Notes are outstanding, the Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers' Certificate stating, as to each signer of such certificate, that:

(1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision; and

(2) to the best of his knowledge, based on such review, the Company has complied with all its conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance with any such condition or covenant, specifying each such default known to him and the nature and status of such default.

SECTION 3.05 CORPORATE EXISTENCE

Except as otherwise provided in Article Nine, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Noteholders.

ARTICLE FOUR

REMEDIES OF THE TRUSTEE AND
NOTEHOLDERS ON EVENT OF DEFAULT

SECTION 4.01 EVENTS OF DEFAULT

"Event of Default", when used herein with respect to the Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Twelve or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any interest upon any of the Notes as and when the same shall become due and payable, and continuance of such default for a period of 30 days;

(b) default in the payment of the principal of any of the Notes as and when the same shall become due and payable either at maturity, by declaration or otherwise;

(c) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Notes or in this Indenture, and continuance of such failure for a period of 90 days after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding;

(d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or ordering the winding up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall take any corporate action in furtherance of any of the foregoing.

If an Event of Default described in clause (d) or (e) above (each, a "Bankruptcy Event of Default") occurs and is continuing, then and in each such case either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Noteholders), may declare the principal

amount of all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. This provision, however, is subject to the condition that, at any time after such a declaration of acceleration, and before any judgment or decree for the payment of the money due shall have been obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences, if:

(1) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay:

(A) all matured installments of interest on all the Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate borne by the Notes, to the date of such payment or deposit); and

(B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 5.06; and

(2) any and all defaults with respect to Notes under this Indenture, other than the nonpayment of principal of, premium, if any, and accrued interest on Notes that shall have become due by acceleration, shall have been cured or waived as provided in Section 4.07.

No such waiver or rescission and annulment shall extend or shall affect any subsequent default or shall impair any right consequent thereon.

There is no right of acceleration upon the occurrence of an Event of Default described in clauses (a), (b) or (c) above.

In case the Trustee or any Noteholder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee or any Noteholder, then and in every such case the Company, the Trustee and such Noteholders, subject to any determination in such proceeding, shall be restored respectively to their several positions and rights under this Indenture, and all rights, remedies and powers of the Company, the Trustee and such Noteholders shall continue as though no such proceeding had been taken.

SECTION 4.02 PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR

(a) In case default shall be made in the payment of (i) any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (ii) the principal of any of the Notes as and when the same shall have become due and payable whether at Stated Maturity of the Notes, by declaration as authorized by this Indenture or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, premium, if any, or interest, or any combination thereof, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, at the rate borne by the Notes; and, in addition, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation, expenses, disbursements and advances of the Trustee, its agent, attorneys and counsel.

(b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Company or any other obligor on the Notes, wherever situated, the money adjudged or decreed to be payable.

(c) In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor on the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as expressed in the Notes or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, (i) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Noteholders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and (ii) to collect and receive any money or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Noteholders to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payment directly to the Noteholders, to pay to the Trustee any amount due it for reasonable

compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel and any other amounts due the Trustee under Section 5.06. To the extent that such payment of reasonable compensation, expenses and counsel fees out of the trust estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other property which the holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

(d) Nothing contained in this Section 4.02 shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Noteholder any plan of reorganization or arrangement affecting the Notes or the rights of any Noteholder, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of the holders of the Notes.

SECTION 4.03 APPLICATION OF MONEY COLLECTED BY TRUSTEE

Any money collected by the Trustee with respect to the Notes pursuant to Section 4.02 shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such money, upon presentation of the Notes and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid, subject in each case to Article Twelve:

FIRST: to the payment of all amounts then due the Trustee under
Section 5.06;

SECOND: in case the principal of the outstanding Notes shall not have become due and shall be unpaid, to the payment of interest on the Notes in the order of the maturity of the installments of such interest; with interest (to the extent enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Notes, such payments to be made ratably to the persons entitled thereto; and

THIRD: in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Notes for principal, premium, if any, and interest, with interest on the overdue principal and (to the extent enforceable under applicable law) upon overdue installments of interest at the rate borne by the Notes; and in case such money shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes, then to the payment of such principal, premium, if any, and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal and accrued and unpaid interest.

SECTION 4.04 PROCEEDINGS BY NOTEHOLDERS

No holder of any Note shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless such holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as provided in Section 4.01, and unless also (i) the holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee under this Indenture and shall have offered to the Trustee such reasonable security or indemnity as the Trustee may require against the costs, expenses and liabilities to be incurred in compliance with such request, (ii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding and (iii) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes; it being understood and intended, and being expressly covenanted by each Person who acquires and holds a Note with every other such Person, that no one or more holders of Notes shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of such Notes, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner provided in this Section 4.04 and for the equal, ratable and common benefit of all holders of Notes.

Notwithstanding any other provision of this Indenture, however, the right of any holder of any Note to receive payment of the principal of, premium, if any, and interest on such Note on or after the respective Stated Maturities, or to institute suit for the enforcement of any such payment on or after such respective dates against the Company, shall not be impaired or affected without the consent of such holder.

SECTION 4.05 PROCEEDINGS BY TRUSTEE

In case of an Event of Default under this Indenture, the Trustee in its discretion may proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

SECTION 4.06 REMEDIES CUMULATIVE AND CONTINUING; DELAY OR OMISSION NOT WAIVER

All rights, powers and remedies conferred upon or reserved to the Trustee or to the Noteholders, to the extent permitted by law, shall be deemed cumulative and not exclusive of any thereof or of any other rights, powers and remedies available to the Trustee or the holders of the Notes, now or hereafter existing, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture; and no

delay or omission of the Trustee or of any holder of any of the Notes to exercise any such right, power or remedy shall impair any such right, power or remedy, or shall be construed to be a waiver of any default or an acquiescence in such default; and subject to the provisions of Section 4.04, every power and remedy conferred upon or reserved to the Trustee or the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders. The assertion of any right, power or remedy shall not prevent the concurrent assertion of any other right, power or remedy.

SECTION 4.07 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF NOTEHOLDERS

(a) The holders of a majority in aggregate principal amount of the Notes affected (voting as one class) at the time outstanding determined in accordance with Section 6.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that
(i) such direction may not be in conflict with law or this Indenture or expose the Trustee to personal liability or be unduly prejudicial to the holders of the Notes not joining in the direction, and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with this Indenture and such direction.

(b) Prior to any declaration that the principal of the outstanding Notes is due and payable, the holders of a majority in aggregate principal amount of the Notes at the time outstanding on behalf of the holders of all of the Notes may waive any past default or Event of Default under this Indenture and its consequences except a default under a covenant in this Indenture that, pursuant to Section 8.02, cannot be modified without the consent of each holder of a Note affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights under this Indenture, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default under this Indenture shall have been waived as permitted by this Section 4.07, such default or Event of Default, for all purposes of the Notes and this Indenture, shall be deemed to have been cured and to be not continuing.

SECTION 4.08 NOTICE OF DEFAULTS

The Trustee, within 90 days after the occurrence of a default with respect to Notes, shall mail to all Noteholders, at their addresses shown on the Note Register, notice of all such defaults known to the Trustee, unless such defaults shall have been cured or waived before the giving of such notice (the term "defaults" for the purpose of this Section 4.08 being defined to mean any events which constitute or after notice or lapse of time or both would constitute an Event of Default); provided that, except in the case of default in the payment of the principal of, premium, if any, or interest on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Noteholders.

SECTION 4.09 UNDERTAKING TO PAY COSTS

All parties to this Indenture agree, and each holder of any Note by his acceptance thereof shall be deemed to have agreed, that any court in its discretion may require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 4.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in principal amount of the outstanding Notes, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of, premium, if any, or interest on any Note on or after their respective Stated Maturities.

ARTICLE FIVE

CONCERNING THE TRUSTEE

SECTION 5.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE

In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or any action or failure to act taken or omitted by it in bad faith, except that:

(a) except during the continuance of an Event of Default:

(1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates, opinions or orders that by any provisions of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Notes at the time outstanding (determined as provided in Section 6.04) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 5.01.

The provisions of this Section 5.01 are in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act.

SECTION 5.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC.

Subject to the applicable provisions of the Trust Indenture Act and in furtherance thereof and subject to the provisions of Section 5.01:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

(c) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it under this Indenture in good faith and in accordance with such Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders

pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books and records of the Company to the extent reasonably necessary to verify such facts or matters;

(g) the Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care under this Indenture;

(h) the Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture;

(i) the Trustee's rights, powers, indemnities, immunities and protections from liability and its rights to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to (1) the Trustee, whether serving in any other capacity hereunder, including without limitation, in the capacity of Paying Agent, Note Registrar or Authenticating Agent, and (2) the Trustee's officers, directors, agents and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Notes;

(k) the Trustee shall have no responsibility for any information in any offering document or other disclosure material distributed with respect to any series of Notes other than information provided by the Trustee to the Company; and

(l) notwithstanding anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified by the words "to the knowledge of" or "known to" the Trustee or other words of similar meaning, said words shall mean and refer to the current awareness of one or more Responsible Officers of the Trustee.

SECTION 5.03 NO RESPONSIBILITY FOR RECITALS, ETC.

The recitals contained in this Indenture and in the Notes (except in the Trustee's certificate of authentication) shall be taken as the statements of the Company, and the Trustee

assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee.

SECTION 5.04 TRUSTEE, PAYING AGENTS OR NOTE REGISTRAR MAY OWN NOTES

Subject to the applicable provisions of the Trust Indenture Act, the Trustee or any Paying Agent or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, Paying Agent or Note Registrar.

SECTION 5.05 MONEY TO BE HELD IN TRUST

Subject to the provisions of Sections 10.03 and 10.04, all money received by the Trustee, until used or applied as herein provided, shall be held in trust for the purposes for which it was received. Money held by the Trustee need not be segregated from other funds except as provided by law. The Trustee shall be under no liability for interest on any money received by it under this Indenture, provided that the Trustee pays to the Persons entitled thereto all such money when due and payable.

SECTION 5.06 COMPENSATION AND EXPENSES OF TRUSTEE

The Company will pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it under this Indenture (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise, performance or non-performance of any of its powers under this Indenture. The obligations of the Company under this Section 5.06 shall constitute additional indebtedness under this Indenture and shall survive the termination of this Indenture.

SECTION 5.07 OFFICERS' CERTIFICATE AS EVIDENCE

Subject to the provisions of Section 5.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action under this Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribed), in the absence of

negligence, bad faith or willful misconduct on the part of the Trustee, may be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such Officers' Certificate, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith of such Officers' Certificate.

SECTION 5.08 ELIGIBILITY OF TRUSTEE

The Trustee under this Indenture shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof or of the District of Columbia (or a corporation or other person permitted to act as Trustee by the Commission) authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation files reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 5.08 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so filed. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 5.08, the Trustee shall resign immediately in the manner and with the effect specified in Section 5.09. Neither the Company nor any person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee under this Indenture.

SECTION 5.09 RESIGNATION OR REMOVAL OF TRUSTEE

(a) The Trustee may resign at any time by giving written notice of such resignation to the Company and by mailing notice of such resignation to the holders of Notes at their addresses as they shall appear on the Note Register.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the provisions of
Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any Noteholder who has been a bona fide holder of a Note or Notes for at least six months, or

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 5.08 and shall fail to resign after written request therefor by the Company or by any such Noteholder, or

(3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or a public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee by written instrument, executed by Company Order authorized by the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee (with written notice of such removal mailed to the holders of Notes at their address as they shall appear on the Note Register), or, subject to the provisions of Section 4.09, any Noteholder who has been a bona fide holder of a Note or Notes for at least six months, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(c) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company promptly shall appoint a successor Trustee by a Company Order authorized by the Board of Directors, one copy of which instrument shall be delivered to the retiring Trustee and one copy to the successor Trustee. If, within one year after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee shall be appointed by the holders of a majority in principal amount of the Notes (voting as a single class) at the time outstanding by instrument or instruments delivered to the Company and the retiring Trustee, the successor Trustee so appointed, forthwith upon its acceptance of such appointment, shall become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Noteholders and accepted appointment in the manner provided in Section 5.10 within 60 days after notice of the resignation or removal of the Trustee is mailed to the Noteholders, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide holder of a Note or Notes for at least six months, subject to the provisions of Section 4.09, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d) The holders of a majority in aggregate principal amount of the Notes (voting as a single class) at the time outstanding at any time, upon notice to the Trustee, may remove the Trustee.

(e) Any removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 5.09 shall become effective upon acceptance of appointment by the successor Trustee as provided in
Section 5.10. Any resignation of the Trustee shall become effective only upon the appointment of a successor Trustee and upon the acceptance of appointment by the successor Trustee as provided in Section 5.10.

SECTION 5.10 ACCEPTANCE BY SUCCESSOR TRUSTEE

Any successor Trustee appointed as provided in Section 5.09 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment under this Indenture, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Indenture, with like effect as if originally named as Trustee in this Indenture; but, nevertheless, on the written request of the Company or of the successor Trustee,

the Trustee ceasing to act, upon payment of any amounts then due it pursuant to the provisions of Section 5.06, shall execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act and shall transfer, assign and deliver to such successor all property and money held by such predecessor Trustee under this Indenture. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act, nevertheless shall retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 5.06.

No successor Trustee shall accept appointment as provided in this
Section 5.10 unless at the time of such acceptance such successor Trustee shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act and eligible under the provisions of Section 5.08.

Upon acceptance of appointment by a successor Trustee as provided in this Section 5.10, the Company shall mail notice of the succession of such Trustee under this Indenture to the holders of Notes at their addresses as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Company.

SECTION 5.11 SUCCESSION BY MERGER, ETC.

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties to this Indenture provided such Person shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act and eligible under the provisions of Section 5.08.

In case at the time such successor Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name of any predecessor Trustee under this Indenture or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

ARTICLE SIX

CONCERNING THE NOTEHOLDERS

SECTION 6.01 ACTION BY NOTEHOLDERS

Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage have joined in such action may be evidenced (i) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, (ii) by the record of the holders of Notes voting in favor of such action at any meeting of Noteholders duly called and held in accordance with the provisions of this Article Six or (iii) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. The Company may set a record date for purposes of determining the identity of holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture, which record date shall be the later of ten days prior to the first solicitation of such consent or the date of the most recent list of holders furnished to the Trustee prior to such solicitation pursuant to the provisions of Section 312(a) of the Trust Indenture Act. If a record date is fixed, those persons who were holders of Notes at such record date (or their duly designated proxies), and only those persons, shall be entitled to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be holders after such record date. No such vote or consent shall be valid or effective if such vote occurs or such consent is obtained more than 120 days after such record date.

SECTION 6.02 PROOF OF EXECUTION BY NOTEHOLDERS

(a) Subject to the provisions of Sections 5.01, 5.02 and 7.05, proof of the execution of any instrument by a Noteholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.

(b) The ownership of Notes shall be proved by the Note Register or by a certificate of the Note Registrar.

SECTION 6.03 WHO ARE DEEMED ABSOLUTE OWNERS

Prior to due presentation of a Note for registration of transfer, the Company, the Trustee, any Paying Agent and any Note Registrar may treat the Person in whose name such Note is registered as owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to
Section 2.11) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue and notwithstanding any notation of ownership

or other writing on such Note made by anyone other than the Company or any Note Registrar, and neither the Company, the Trustee, any Paying Agent nor any Note Registrar shall be affected by any notice to the contrary. All such payments so made to any such holder as shown in the Note Register, or upon the order of such holder, shall be valid and, to the extent of the sum so paid, effectual to satisfy and discharge the liability for money payable upon any such Note.

None of the Company, the Trustee, any Paying Agent or any Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

SECTION 6.04 COMPANY OWNED NOTES DISREGARDED

In determining whether the holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company (other than any Notes held in a fiduciary or agency capacity) or any other obligor on the Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, however, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 6.05 REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Notes specified in this Indenture required to take such action, any holder of a Note may revoke such action so far as it concerns such Note by filing written notice with the Trustee at the principal office of the Trustee and upon proof of holding as provided in
Section 6.02; provided that the serial number of such Note must show that the holder of such Note consented to such action. Except as provided in this Section 6.05 any such action taken by the holder of any Note shall be conclusive and binding upon such holder and upon all future holders and owners of such Note, irrespective of whether or not any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution for such Note.

ARTICLE SEVEN

NOTEHOLDERS' MEETINGS

SECTION 7.01 PURPOSES OF MEETINGS

A meeting of Noteholders may be called at any time and from time to time pursuant to the provisions of this Article Seven for any of the following purposes:

(1) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default under this Indenture and its consequences, or to take any other action authorized to be taken by Noteholders pursuant to any of the provisions of Article Four;

(2) to remove the Trustee and nominate a successor Trustee pursuant to the provisions of Article Five;

(3) to consent to the execution of an indenture or indentures supplemental to this Indenture pursuant to the provisions of Section 8.02; or

(4) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Notes under any other provision of this Indenture or under applicable law.

SECTION 7.02 CALL OF MEETINGS BY TRUSTEE

The Trustee at any time may call a meeting of Noteholders to take any action specified in Section 7.01, to be held at such time and at such place in The City of New York as the Trustee shall determine. Notice of every meeting of the Noteholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders, if any, of Notes affected at their addresses as they shall appear on the Note Register. Such notice to holders of Notes shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Noteholders shall be valid without notice if the holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the holders of all outstanding Notes, and if the Company and the Trustee are either present by duly authorized representatives or, before or after the meeting, have waived notice.

SECTION 7.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS

In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least 10% in aggregate principal amount of the Notes then outstanding that may be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Noteholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed or published (as

appropriate under Section 7.02) the notice of such meeting within 20 days after receipt of such request, then the Company or such Noteholders may determine the time and the place in The City of New York for such meeting and may call such meeting to take any action authorized in Section 7.01, by mailing or publishing notice of such meeting as provided in Section 7.02.

SECTION 7.04 QUALIFICATIONS FOR VOTING

To be entitled to vote at any meeting of Noteholders a person shall
(i) be a holder of one or more Notes as set forth in the Note Register or (ii) be a person appointed by an instrument in writing as proxy by a holder of one or more Notes, subject to the provisions of Section 6.02. The only persons who shall be entitled to be present or to speak at any meeting of Noteholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 7.05 REGULATIONS

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

(b) The Trustee, by an instrument in writing, shall appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Noteholders as provided in Section 7.03, in which case the Company or the Noteholders calling the meeting, as the case may be, in like manner shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Notes represented at the meeting and entitled to vote.

(c) Subject to the provisions of Section 6.04, at any meeting each Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Notes.

(d) No vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to the provisions of Section 7.02 or 7.03 may be adjourned from time to time by a majority of those present and the meeting may be held as so adjourned without further notice.

SECTION 7.06 QUORUM

The Persons entitled to vote a majority in principal amount of the outstanding Notes affected by the action proposed to be taken shall constitute a quorum for a meeting of such Noteholders. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting, if convened at the request of holders of Notes, shall be dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period of not less than ten days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than ten days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 7.02, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Notes affected by the action proposed to be taken which shall constitute a quorum.

SECTION 7.07 VOTING

The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballots on which shall be subscribed the signatures of the holders of Notes or of their representatives by proxy and the principal amount of the Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to such record the original reports of the inspectors of votes on any vote by ballot taken at such meeting and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that such notice was mailed or published as provided in
Section 7.02 or 7.03. The record shall show the principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence of the matters stated in such record.

SECTION 7.08 NO DELAY OF RIGHTS BY MEETING

Nothing in this Article Seven shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Noteholders or any rights expressly or impliedly conferred under this Article Seven to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Noteholders under any of the provisions of this Indenture or of the Notes.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS

The Company, when authorized by the resolutions of the Board of Directors, and the Trustee from time to time and at any time may enter into an indenture or indentures supplemental to this Indenture for one or more of the following purposes:

(a) to evidence the succession of another Person to the Company, or successive successions, and the assumptions by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article Nine;

(b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of the Notes as the Board of Directors and the Trustee shall consider to be for the protection of the holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies set forth in this Indenture; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;

(c) to cure any ambiguity or to correct or supplement any provision contained in this Indenture or in any supplemental indenture that may be defective or inconsistent with any other provision contained in this Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture, in each case that shall not adversely affect the interests of the holders of the Notes; and

(d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture; provided, however, that such action shall not adversely affect the interests of the holders of the Notes.

The Trustee hereby is authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be contained in such supplemental indenture and to accept the conveyance, transfer and assignment of any property under such supplemental indenture, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture that affects the Trustee's own rights, duties, privileges, protections or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section 8.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any provisions of Section 8.02.

SECTION 8.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS

With the consent (evidenced as provided in Section 6.01) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding affected by such supplemental indenture or indentures, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee from time to time and at any time may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that without the consent of the holder of each Note affected thereby no such supplemental indenture shall: (a) change the Stated Maturity of the principal of or any installment of interest on any Note, or reduce the principal amount of any Note or rate of interest on any Note or the amount payable upon repurchase thereof, or the coin or currency in which any Note or any interest on any Note is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity;
(b) change the place of payment of principal of any Note; (c) impair the right to institute suit for the enforcement of any payment on or with respect to any Note; (d) reduce the percentage in principal amount of outstanding Notes the consent of whose holders is required for any such supplemental indenture or the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences provided for in this Indenture; (e) modify the provisions of
Section 4.01 providing for the rescinding and annulment of a declaration accelerating the maturity of the Notes, or any of the provisions of this Section 8.02 or Section 4.07(b), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived; or
(f) modify any of the provisions of Article Twelve.

Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Noteholders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

SECTION 8.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES

Any supplemental indenture executed pursuant to the provisions of this Article Eight shall comply with the Trust Indenture Act as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Eight, this Indenture shall

be and be deemed to be modified and amended in accordance with such supplemental indenture and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of the Notes affected thereafter shall be determined, exercised and enforced under this Indenture subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 8.04 NOTATION ON NOTES

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Eight may bear a notation in form acceptable to the Trustee as to any matter provided for in such supplemental indenture.

SECTION 8.05 EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TRUSTEE

The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall at its request receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article Eight complies with the requirements of this Article Eight.

ARTICLE NINE

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 9.01 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(1) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer or which leases the properties and assets of the Company substantially as an entirety shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly shall assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on the Notes, according to their terms, and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

(3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and supplemental indenture comply with this Article Nine and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

SECTION 9.02 SUCCESSOR PERSON SUBSTITUTED

Upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 9.01, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company in this Indenture, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes.

Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company prior to such succession, any of or all of the Notes issuable under this Indenture which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of upon the Company Order, and subject to all the terms, conditions and limitations in this Indenture, the Trustee shall authenticate and shall deliver any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication and any Notes which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose. All the Notes so issued shall have in all respects the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Notes had been issued at the date of the execution of this Indenture.

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.01 DISCHARGE OF INDENTURE

When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at their Stated Maturity all the Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.08) not theretofore canceled or delivered to the Trustee for cancellation, including

principal, premium, if any, and interest due or to become due prior to such Stated Maturity, but excluding, however, the amount of any money for the payment of principal of, premium, if any, or interest on the Notes

(1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 10.04, or

(2) paid to any State or the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company also shall pay or cause to be paid all other sums payable under this Indenture by the Company

then this Indenture shall cease to be of further effect with respect to the Notes, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 13.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes. The obligations of the Company to the Trustee under Section 5.06 shall survive the termination of this Indenture.

The Trustee shall notify the Noteholders, at the expense of the Company, of the immediate availability of the amount referred to in clause (b) of this Section 10.01 by mailing a notice, first class postage prepaid, to the holders of Notes at their addresses as they appear on the Note Register.

SECTION 10.02 DEPOSITED MONEY TO BE HELD IN TRUST BY TRUSTEE

Subject to Section 10.04, all money deposited with the Trustee pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent, except as provided in Section 3.02), to the holders of the particular Notes for the payment of which such money has been deposited with the Trustee, of all sums due and to become due thereon for principal and interest.

SECTION 10.03 PAYING AGENT TO REPAY MONEY HELD

Upon the satisfaction and discharge of this Indenture all money then held by any Paying Agent (other than the Trustee), upon demand of the Company, shall be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such money.

SECTION 10.04 RETURN OF UNCLAIMED MONEY

Any money deposited with or paid to the Trustee or any Paying Agent for payment of the principal of, premium, if any, or interest on Notes, or then held by the Company in trust for the payment of the principal of, premium, if any, or interest on Notes, and not applied but remaining unclaimed by the holders of Notes for two years after the date upon which the principal, premium, if any, or interest on such Notes, as the case may be, shall have become due

and payable, shall be repaid to the Company by the Trustee on demand or, if then held by the Company, shall be discharged from such trust, and all liability of the Trustee thereupon shall cease; and the holder of any of such Notes thereafter, as an unsecured general creditor, shall look only to the Company for payment of such Notes, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, thereupon shall cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, at the expense of the Company, shall mail to each holder of Notes notice that such money remains unclaimed and that, after a date specified in such notice, which shall not be less than 30 days from the date of such mailing, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.05 DISCHARGE OF INDENTURE AS TO NOTES

(a) The Company shall be deemed to have paid and discharged the entire indebtedness on all the Notes at the time outstanding and, upon Company Order, the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction, discharge and defeasance of such indebtedness, when:

(1) with respect to all Notes at the time outstanding, the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, U.S. dollars, U.S. Government Obligations or a combination thereof, in an amount that through the payment of interest and principal and premium in respect thereof in accordance with their terms will provide (without any reinvestment of such interest or principal), not later than one Business Day before the due date of any payment in respect of the Notes, money in an amount sufficient (in the case of a deposit including any U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit) to pay and discharge each installment of principal of, premium, if any, and interest on, the outstanding Notes on the dates such installments of principal and interest are due or upon the Stated Maturity thereof;

(2) no Event of Default or event (including such deposit) which, with notice or lapse of time, or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit as evidenced to the Trustee in an Officers' Certificate delivered concurrently with such deposit to the Trustee;

(3) the Company shall have paid or caused to be paid all other sums due and payable to the Trustee under Section 5.06 and all sums payable with respect to the Notes at the time outstanding;

(4) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, or the Company has obtained a waiver of any such breach, violation or default;

(5) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 10.05 and will be subject to Federal income tax on the same amount and in the manner and at the same times as would have been the case if such option had not been exercised and, in the case of the Notes being discharged, accompanied by a ruling to that effect received from or published by the Internal Revenue Service; and

(6) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction, discharge and defeasance of the entire indebtedness on all Notes at the time outstanding have been complied with.

(b) "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America which in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof.

(c) Upon the satisfaction of the conditions set forth in this
Section 10.05 with respect to all the Notes at the time outstanding, the terms and conditions of the Notes, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company (except as to any surviving rights of conversion or registration of transfer or exchange and rights relating to mutilated, destroyed, lost and stolen Notes pursuant to Section 2.08; provided, however, that the Company shall not be discharged from any payment obligations in respect of Notes which are deemed not to be outstanding under clause (c) of the definition thereof if such obligations continue to be valid obligations of the Company under applicable law.

SECTION 10.06 REPAYMENT TO COMPANY OF DEPOSITS MADE PURSUANT TO SECTION 10.05

After the payment in full of the entire indebtedness of Notes with respect to which a deposit has been made with the Trustee pursuant to Section 10.05, the Trustee and any Paying Agent upon Company Order promptly shall return to the Company any money or U.S. Government Obligations held by them that are not required for the payment of the principal of, premium, if any, and interest on the Notes.

SECTION 10.07 DEPOSITS IRREVOCABLE

Any deposits with the Trustee referred to in Sections 10.01 and 10.05 shall be irrevocable.

SECTION 10.08 REINSTATEMENT

If the Trustee is unable to apply any money or U.S. Government Obligations in accordance with Section 10.01 or 10.05 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 or 10.05 until such time as the Trustee is permitted to apply all such money or U.S. Government Obligations in accordance with Section 10.01 or 10.05.

ARTICLE ELEVEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 11.01 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS

No recourse for the payment of the principal of, premium, if any, or interest on any Note, or for any claim based on any Note or otherwise in respect of any Note, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any Note, or because of the creation of any indebtedness represented by any Note, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes.

ARTICLE TWELVE

SUBORDINATION OF SECURITIES

SECTION 12.01 AGREEMENT TO SUBORDINATE

The Company, for itself, its successors and assigns, covenants and agrees, and each holder of a Note likewise covenants and agrees by his acceptance thereof, that the obligation of the Company to make any payment on account of the principal of (and premium, if any) and interest on each and all of the Notes shall be subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on the Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the holders of the Notes, together with the holders of any obligations of the Company Ranking on a Parity with the Notes, shall be entitled to be paid

from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Notes. In addition, subject to the provisions of Section 12.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be received by the Trustee or any holder of the Notes before all Senior Indebtedness is paid in full and if such Noteholder or the Trustee, as the case may be, receiving such payment is aware at the time or receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Noteholder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Twelve.

The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Notes on account of the unpaid principal of (and premium, if any) or interest on the Notes for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture.

If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the principal of (or premium, if any) or interest on the Notes. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section 12.01 would be applicable.

The securing of any obligations of the Company Ranking on a Parity with the Notes or obligations Ranking Junior to the Notes shall not be deemed to prevent such obligations from constituting obligations of the Company Ranking on a Parity with the Notes or obligations Ranking Junior to the Notes.

The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Nine shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.01 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions set forth in Article Nine.

SECTION 12.02 OBLIGATION OF THE COMPANY UNCONDITIONAL

Nothing contained in this Article Twelve or elsewhere in this Indenture is intended to or shall impair, as between the Company and the holders of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the holders of the Notes the principal of (and premium, if any) and interest on the Notes when, where and as the same shall become due and payable, all in accordance with the terms of the Notes and this Indenture, or is intended to or shall affect the relative rights of the holders of the Notes and creditors other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Note from exercising all remedies otherwise permitted by applicable law upon an Event of Default under this Indenture, subject to the rights, if any, under this Article Twelve of the holders of Senior Indebtedness in respect of cash, property, or securities of the Company received upon the exercise of any such remedy.

SECTION 12.03 NOTICE TO TRUSTEE OF FACTS PROHIBITING PAYMENT

The Company shall give prompt written notice to a Responsible Officer of the Trustee located at the Corporate Trust Office of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Notes. Notwithstanding the provisions of this Article Twelve or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received at its Corporate Trust Office written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee therefor, and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.03 at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it during or after such three Business Day period.

Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing itself to be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 12.04 APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT

Anything in this Indenture to the contrary notwithstanding, any deposit of moneys by the Company with the Trustee or any other agent (whether or not in trust) for any payment of the principal of (and premium, if any) or interest on any Notes shall, except as provided in Section 12.03, be subject to the provisions of Section 12.01.

SECTION 12.05 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS

Subject to the payment in full of all Senior Indebtedness, the holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Notes shall be paid in full. For purposes of such subrogation, none of the payments or distributions to the holders of the Senior Indebtedness to which the holders of the Notes or the Trustee would be entitled except for the provisions of this Article Twelve, or of payments over pursuant to the provisions of this Article Twelve to the holders of Senior Indebtedness by holders of the Notes or the Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness and the holders of the Notes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness; it being understood that the provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the holders of the Notes, on the one hand, and the holders of the Senior Indebtedness on the other hand.

SECTION 12.06 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS

No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

SECTION 12.07 AUTHORIZATION OF TRUSTEE TO EFFECTUATE SUBORDINATION OF NOTES

Each holder of a Note, by his acceptance thereof, authorizes and expressly directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination provided in this Article Twelve and appoints the Trustee his attorney-in-fact for any and all such purposes.

If, in the event of any proceeding or other action relating to the Company referred to in the first sentence of Section 12.01, a proper claim or proof of debt in the form required in such proceeding or action is not filed by or on behalf of the holders of the Notes prior to fifteen days before the expiration of the time to file such claim or claims, then the holder or holders of Senior Indebtedness shall have the right to file and are hereby authorized to file appropriate claim for and on behalf of the holders of the Notes; provided, that no such filing by any holders of Senior Indebtedness shall preclude the Trustee from filing such a proof of claim on behalf of the holders of Notes.

SECTION 12.08 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS

The Trustee in its individual capacity shall be entitled to all of the rights set forth in this Article Twelve in respect of any Senior Indebtedness at any time held by it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article shall subordinate to Senior Indebtedness the claims of, or any payments to, the Trustee under Section 5.06.

SECTION 12.09 ARTICLE TWELVE NOT TO PREVENT EVENTS OF DEFAULT

The failure to make a payment pursuant to the Notes by reason of any provision in this Article shall not be construed as preventing the occurrence of a default or an Event of Default.

SECTION 12.10 ARTICLE APPLICABLE TO PAYING AGENTS

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article Twelve shall in such case (unless the content otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Section 12.08 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT

Upon any payment or distribution of assets of the Company referred to in this Article Twelve, the Trustee, subject to the provisions of Section 5.01, and the holders of the Notes shall be entitled to rely upon any order or decree entered by any court of competent

jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of Notes for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Twelve.

SECTION 12.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to holders of Notes or to the Company or to any other Person, cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Twelve or otherwise.

SECTION 12.13 PAYMENT PERMITTED IF NO DEFAULT

Nothing contained in this Article Twelve or elsewhere in this Indenture or in any of the Notes shall prevent the Company, at any time except during the case of any insolvency, receivership, conservatorship, reorganization, readjustment or debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company referred to in Section 12.01, from making payments at any time of principal of (and premium, if any) or interest on the Notes or as provided in the third paragraph of Section 12.01.

ARTICLE THIRTEEN

MISCELLANEOUS PROVISIONS

SECTION 13.01 PROVISIONS BINDING ON COMPANY'S SUCCESSORS

All the covenants, stipulations, promises and agreements contained in this Indenture by the Company shall bind its successors and assigns whether so expressed or not.

SECTION 13.02 OFFICIAL ACTS BY SUCCESSOR

Any act or proceeding by any provisions of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any Person that shall at the time be the lawful sole successor of the Company.

SECTION 13.03 ADDRESSES FOR NOTICES; ETC.

Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes on the Company may

be given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Synovus Financial Corp., Attention: Treasurer, P.O. Box 120, Columbus, Georgia 31902-0120. Any notice, direction, request or demand by any Noteholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing to The Bank of New York Trust Company, N.A., 10161 Centurion Parkway, Jacksonville, Florida 32256, Attention: Corporate Trust Division.

SECTION 13.04 GOVERNING LAW

THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

SECTION 13.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT

Upon any application or request by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to
Section 3.04, which certificates shall comply with the requirements of Section 3.04) shall include: (i) a statement that the person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

The provisions of this Section 13.05 are in furtherance of and subject to Sections 314(c)(1), 314(c)(2) and 314(e) of the Trust Indenture Act.

SECTION 13.06 LEGAL HOLIDAYS

In any case where the Stated Maturity of principal of, premium, if any, or interest on the Notes will not be a Business Day, payment of such principal, premium, if any, or interest need not be made on such date but may be made on the next following Business Day with the same force and effect as if made on the Stated Maturity and, if such principal, premium, if any,

or interest is duly paid on such next following Business Day, no interest shall accrue for the period from and after such Stated Maturity to such next following Business Day.

SECTION 13.07 TRUST INDENTURE ACT TO CONTROL

This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act (regardless of whether or not this Indenture has been qualified thereunder). If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision hereof which is required to be included, or is deemed to be required to be included, in this Indenture by any provision of the Trust Indenture Act, such required provision shall control.

SECTION 13.08 NO SECURITY INTEREST CREATED

Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction where property of the Company or its Subsidiaries is located.

SECTION 13.09 BENEFITS OF INDENTURE

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties to this Indenture, any Paying Agent, any Note Registrar and their successors under this Indenture and the holders of Notes any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 13.10 PAYMENTS TO BE MADE IN U.S. DOLLARS

Notwithstanding anything in this Indenture to the contrary, any payments on or relating to any Note shall be made only in U.S. dollars.

SECTION 13.11 AUTHENTICATING AGENT

There may be an Authenticating Agent appointed by the Trustee to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of the Notes. The Notes authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Wherever reference is made in the Indenture to the authentication and delivery of Notes by the Trustee or to the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000, subject to supervision or examination by Federal or State authority.

Any Person into which any Authenticating Agent may be merged or converted, or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company.

Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 13.11, the Trustee promptly may appoint a successor Authenticating Agent, which shall be acceptable to the Company, and shall give written notice of such appointment to the Company, and the Company shall give notice of such appointment to all holders of Notes. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee.

SECTION 13.12 TABLE OF CONTENTS, HEADINGS, ETC.

The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions of this Indenture.

SECTION 13.13 EXECUTION IN COUNTERPARTS

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, SYNOVUS FINANCIAL CORP. has caused this Indenture to be signed and acknowledged by its Senior Vice President, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary, and THE BANK OF NEW YORK TRUST COMPANY, N.A. has caused this Indenture to be signed and acknowledged by its authorized officer or agent, and has caused its corporate seal to be affixed hereunto and the same to be attested by its authorized officer , as of the day and year first written above.

SYNOVUS FINANCIAL CORP.

                                           By: /S/ Kathleen Moates
                                               --------------------------------
                                               Name:   Kathleen Moates
                                               Title:  Senior Vice President

[SEAL]

Attest:

/s/ Garilou Page
-----------------------------------------

                                           THE BANK OF NEW YORK TRUST COMPANY,
                                           N.A.


                                           By: /s/ Derek Kettel
                                               --------------------------------
                                               Name:   Derek Kettel
                                               Title:

[SEAL]

Attest:

/s/ Tina D. Gonzalez
-----------------------------------------
Title: Assistant Treasurer

STATE OF                )
                        ) ss.:
COUNTY OF               )

            On the __ day of June, 2005, before me personally came Kathleen

Moates, to me known, who, being by me duly sworn did depose and say that she resides at Harris County, GA; that she is the Senior Vice President of Synovus Financial Corp., one of the corporations described in and which executed the above instrument; that she knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by the authority of the Board of Directors of said corporation; and that she signed her name thereto by like authority.

        /s/ Brenda McKinney
------------------------------------
           Notary Public

[NOTARIAL SEAL]

STATE OF FLORIDA        )
                        ) ss.:
COUNTY OF DUVAL         )

On the __ day of June, 2005, before me personally came Derek Kettel, to me known, who, being by me duly sworn did depose and say that he resides at Duval Cty, FL; that he is a Vice President of THE BANK OF NEW YORK TRUST COMPANY, N.A., one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by the authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

    /s/ Christine W. Hutchinson
------------------------------------
           Notary Public

[NOTARIAL SEAL]

APPENDIX A

[FORM OF GLOBAL NOTE]

THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

[INCLUDE IF NOTE IS A GLOBAL NOTE DEPOSITED WITH DTC] - THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY ("DTC"), OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 2.07 OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.07 OF THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. ("CEDE") OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[INCLUDE IF NOTE IS A REGULATION S TEMPORARY GLOBAL NOTE, A RULE 144A GLOBAL
NOTE OR A NOTE ISSUED IN EXCHANGE THEREFOR] - THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND IS AWARE THAT THE SALE IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR (B) IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), AND IT IS PURCHASING THE NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (a) (i) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (ii) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(iii) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (iv) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (v) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (b) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER JURISDICTION; AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER JURISDICTION.

BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS NOTE REPRESENTS THAT IT IS NOT, AND IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF, OR FOR OR ON BEHALF OF, AND WILL NOT SELL OR OTHERWISE TRANSFER THE NOTES TO, ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITIES ACT OF 1974, AS AMENDED ("ERISA"), ANY OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE, OR ANY GOVERNMENTAL OR CHURCH PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") EXCEPT TO THE EXTENT THAT THE ACQUISITION AND HOLDING OF THE NOTES:

(A) (I) ARE MADE SOLELY WITH THE ASSETS OF A BANK COLLECTIVE INVESTMENT FUND AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 91-38 ISSUED BY THE DEPARTMENT OF LABOR;

A-2

(B) (I) ARE MADE SOLELY WITH THE ASSETS OF AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 90-1 ISSUED BY THE DEPARTMENT OF LABOR;

(C) (I) ARE MADE SOLELY WITH ASSETS MANAGED BY A QUALIFIED PROFESSIONAL ASSET MANAGER AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 84-14 ISSUED BY THE DEPARTMENT OF LABOR;

(D) (I)ARE MADE SOLELY WITH ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ISSUED BY THE DEPARTMENT OF LABOR;

(E) (I) ARE MADE SOLELY WITH ASSETS MANAGED BY AN IN-HOUSE ASSET MANAGER AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 96-23 ISSUED BY THE DEPARTMENT OF LABOR; OR

(F) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE OR, IN THE CASE OF A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SIMILAR LAW, WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

[INCLUDE IF NOTE IS A REGULATION S TEMPORARY GLOBAL NOTE] - THIS GLOBAL NOTE IS
A REGULATION S GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS REGULATION S GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED ABOVE.

NO BENEFICIAL OWNERS OF THIS REGULATION S GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.

A-3

Global Note

Synovus Financial Corp.

5.125% Subordinated Notes Due 2017

No.: ___ $______________ No.: ___

Cusip No.: 87161C AF 2 (Rule 144A Global Note) Cusip No.: U80803 AB 2 (Regulation S Global Note)

Synovus Financial Corp., a corporation duly organized and existing under the laws of Georgia (the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [Four Hundred Fifty Million Dollars ($450,000,000)]/[No Dollars ($0.00)] (or such
[lesser]/[greater] amount as shall be the outstanding principal amount of this Note listed on Schedule A hereto) on June 15, 2017 (the "Maturity Date"), and to pay interest thereon from and including June 20, 2005, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 2005, at the rate of 5.125% per annum, until the principal hereof is paid or made available for payment. The interest (including Additional Interest, if any) so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid, as provided in the Indenture, to the Person in whose name this Global Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date; provided, that interest payable at maturity (including any Additional Interest payable at maturity) shall be payable to the person to whom principal is payable. Any such interest not so punctually paid or duly provided for forthwith will cease to be payable to the holder on such Regular Record Date and either may be paid to the Person in whose name this Global Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to holders of Notes of this series not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.

Interest on the Global Note will accrue from and including June 20, 2005 or from and including the last day in respect of which interest has been paid, as the case may be, to, but excluding, the Interest Payment Date, or the Maturity Date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

A-4

Payment of the principal of, premium, if any, and interest on this Global Note will be made at the office or agency of the Company maintained for that purpose in New York, New York or in such other office or agency as may be established by the Company pursuant to the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Notwithstanding any provision of the Indenture or this Global Note to the contrary, at the option of the Company, payment of interest on this Global Note may be made by check pursuant to the terms of this Global Note mailed to the address of the Person entitled thereto as such address shall appear in the Note Register, except that (i) a holder of $20,000,000 or more in aggregate principal amount of Notes will be entitled to receive such payments by wire transfer within the United States of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Paying Agent not later than ten days prior to the applicable Interest Payment Date and (ii) payments in respect of the Global Note shall be made by wire transfer of immediately available funds to the accounts specified by the holders of the Global Notes.

Reference is hereby made to the further provisions of this Global Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Global Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

SYNOVUS FINANCIAL CORP.

By: ________________________________

[SEAL]

Attest:

A-6

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes issued under the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST COMPANY,
N.A., as Trustee and
Authenticating Agent

By: ________________________________
Authorized Signatory

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[REVERSE SIDE OF NOTE]

5.125% Subordinated Notes Due 2017

This Global Note is one of a duly authorized issue of an unlimited amount of securities of the Company (the "Notes"), issued under an Indenture, dated as of June 20, 2005 (the "Indenture", which term shall have the meaning assigned to in it in such instrument), between the Company and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Global Note is one of the series designated on the face hereof, in the initial aggregate principal amount of $450,000,000. The Company may from time to time, without notice to or the consent of holders of the Notes, create and issue further Notes ranking pari passu with the Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes) and so that such further Notes may be consolidated and form a single series with the Notes and have the same terms as the Notes.

[The holder of this Global Note is entitled to the benefits of the Registration Rights Agreement, dated as of June 20, 2005, among the Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). If
(i) the Exchange Offer Registration Statement or any Shelf Registration Statement required by the Registration Rights Agreement (as such terms are defined in the Registration Rights Agreement), as the case may be, is not filed with the Securities and Exchange Commission on or prior to the date which is, in the case of the Exchange Offer Registration Statement, 90 days following the Closing Date (as defined below) or, in the case of the Shelf Registration Statement, 60 days after so requested, (ii) the Exchange Offer Registration Statement or any Shelf Registration Statement required by the Registration Rights Agreement, as the case may be, is not declared effective within, in the case of the Exchange Registration Statement, 180 days after the Closing Date or, in the case of the Shelf Registration Statement required by the Registration Rights Agreement, 120 days after so requested, (iii) in the event that the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer (as such term is defined in the Registration Rights Agreement) is not consummated on or prior to 210 days after the date of the Registration Rights Agreement or (iv) the applicable Registration Statement (as such term is defined in the Registration Rights Agreement) is filed and declared effective but shall thereafter cease to be effective or useable (at any time that the Company is obligated to maintain the effectiveness or usability thereof) (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of the Notes, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum for the first 60 days from and including the date immediately following the date such Registration Default occurs, increased by an additional 0.25% per annum thereafter, on the applicable principal amount of Notes held by such holder until all Registration Defaults have been cured. Such obligation to pay Additional Interest shall survive until
(i) the applicable Registration Statement

A-8

is filed, (ii) the Exchange Offer Registration Statement is declared effective or the Registered Exchange Offer is consummated with respect to all properly tendered Notes, (iii) the Shelf Registration Statement is declared effective or
(iv) the applicable Registration Statement again becomes effective (or is superseded by another effective Registration Statement), as the case may be. At any time that all Registration Defaults have been cured, the accrual of Additional Interest will cease. "Closing Date" means June 20, 2005.

The Company shall notify the Trustee and the Paying Agent under the Indenture immediately upon the happening of each and every Registration Default. The Company shall notify the Trustee and Paying Agent in writing at least five days prior to each Interest Payment Date whether Additional Interest is payable with respect to the Notes and, to the extent such Additional Interest is payable, shall certify in such notice the date such Additional Interest commenced to accrue, the applicable per annum interest rate and the aggregate amount of such Additional Interest payable on such Interest Payment Date. The Company shall pay the Additional Interest due on the Notes by depositing with the Paying Agent (which may not be the Company for these purposes), in trust, for the benefit of the holders thereof, on the next applicable Interest Payment Date specified by the Indenture and the Notes, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each applicable Interest Payment Date specified by the Indenture and the Notes to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the date immediately following the date of the applicable Registration Default.]*

The indebtedness evidenced by the Note is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness, and this Global Note is issued subject to such provisions. Each holder of this Global Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee its attorney-in-fact for such purpose.

If a Bankruptcy Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Notes to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes at the time outstanding, on behalf of the holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by

* Insert for Notes issued subject to a Registration Rights Agreement.

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the holder of this Global Note shall be conclusive and binding upon such holder and upon all future holders of this Global Note and of any Note issued upon the registration of transfer hereof or in exchange therefor in lieu hereof, whether or not notation of such consent or waiver is made upon this Global Note.

No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Global Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, Notes will be issued only in fully registered form and will be represented by one or more Notes registered in the name of a nominee of The Depository Trust Company. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, the records maintained by The Depository Trust Company's participants. Except for the limited circumstances described in the Indenture, owners of beneficial interests in the Notes will not be entitled to receive Notes in definitive form and will not be considered the holders thereof.

The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Each holder of a Note covenants and agrees by its acceptance thereof to comply and be bound by the foregoing provisions.

Prior to the due registration of transfer of this Global Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Global Note is registered as the owner hereof for all purposes, whether or not this Global Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Global Note is not secured by any collateral, including the assets of the Company or any of its Subsidiaries.

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Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the issue hereof, expressly waived and released.

All terms used in this Global Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THIS GLOBAL NOTE SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

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[INCLUDE IF NOTE IS A GLOBAL NOTE DEPOSITED WITH DTC:]

SCHEDULE A

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

                                                                 Principal Amount of        Signature of
                   Amount of decrease    Amount of increase in     this Global Note     authorized signatory
                   in Principal Amount    Principal Amount of       following such       of Trustee or Note
Date of Exchange   of this Global Note      this Global Note     decrease or increase         Custodian

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APPENDIX B

[FORM OF DEFINITIVE NOTE]

THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

[INCLUDE IF NOTE IS A NOTE ISSUED IN EXCHANGE FOR A RULE 144A GLOBAL NOTE] -
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND IS AWARE THAT THE SALE IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR (B) IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), AND IT IS PURCHASING THE NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (a) (i) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (ii) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (iii) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (iv) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (v) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (b) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER JURISDICTION; AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY OTHER JURISDICTION.

B-1

OR OTHERWISE, OR ANY GOVERNMENTAL OR CHURCH PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") EXCEPT TO THE EXTENT THAT THE ACQUISITION AND HOLDING OF THE NOTES:

(D) (I) ARE MADE SOLELY WITH ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ISSUED BY THE DEPARTMENT OF LABOR;

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Definitive Note

Synovus Financial Corp.

5.125% Subordinated Notes Due 2017

No.: ___ $______________* No.: ___

Cusip No.: 87161C AF 2 (Notes issued in exchange for Rule 144A Global Note) Cusip No.: U80803 AB 2 (Notes issued in exchange for Regulation S Global Note)

Synovus Financial Corp., a corporation duly organized and existing under the laws of Georgia (the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to______________, or registered assigns, the principal sum of __________________________ ($___________) (or such lesser amount as shall be the outstanding principal amount of this Note listed on Schedule A hereto) on June 15, 2017 (the "Maturity Date"), and to pay interest thereon from and including June 20, 2005, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 2005, at the rate of 5.125% per annum, until the principal hereof is paid or made available for payment. The interest (including Additional Interest, if any) so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid, as provided in the Indenture, to the Person in whose name this Definitive Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date; provided, that interest payable at maturity (including any Additional Interest payable at maturity) shall be payable to the person to whom principal is payable. Any such interest not so punctually paid or duly provided for forthwith will cease to be payable to the holder on such Regular Record Date and either may be paid to the Person in whose name this Definitive Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to holders of Notes of this series not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.

Interest on the Definitive Note will accrue from and including June 20, 2005 or from and including the last day in respect of which interest has been paid, as the case may be, to, but excluding, the Interest Payment Date, or the Maturity Date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

* Denominations of U.S.$1,000 and any larger amount that is an integral multiple of U.S.$1,000.

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Payment of the principal of, premium, if any, and interest on this Definitive Note will be made at the office or agency of the Company maintained for that purpose in New York, New York or in such other office or agency as may be established by the Company pursuant to the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Notwithstanding any provision of the Indenture or this Definitive Note to the contrary, at the option of the Company, payment of interest on this Definitive Note may be made by check pursuant to the terms of this Definitive Note mailed to the address of the Person entitled thereto as such address shall appear in the Note Register, except that a holder of $20,000,000 or more in aggregate principal amount of Notes will be entitled to receive such payments by wire transfer within the United States of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Paying Agent not later than ten days prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Definitive Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Definitive Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

SYNOVUS FINANCIAL CORP.

By: ______________________________

[SEAL]

Attest:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes issued under the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee and
Authenticating Agent

By: ______________________________
Authorized Signatory

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[REVERSE SIDE OF NOTE]

5.125% Subordinated Notes Due 2017

This Definitive Note is one of a duly authorized issue of an unlimited amount of securities of the Company (the "Notes"), issued under an Indenture, dated as of June 20, 2005 (the "Indenture", which term shall have the meaning assigned to in it in such instrument), between the Company and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Definitive Note is one of the series designated on the face hereof, in the initial aggregate principal amount of $450,000,000. The Company may from time to time, without notice to or the consent of holders of the Notes, create and issue further Notes ranking pari passu with the Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes) and so that such further Notes may be consolidated and form a single series with the Notes and have the same terms as the Notes.

[The holder of this Definitive Note is entitled to the benefits of the Registration Rights Agreement, dated as of June 20, 2005, among the Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). If (i) the Exchange Offer Registration Statement or any Shelf Registration Statement required by the Registration Rights Agreement (as such terms are defined in the Registration Rights Agreement), as the case may be, is not filed with the Securities and Exchange Commission on or prior to the date which is, in the case of the Exchange Offer Registration Statement, 90 days following the Closing Date (as defined below) or, in the case of the Shelf Registration Statement, 60 days after so requested, (ii) the Exchange Offer Registration Statement or any Shelf Registration Statement required by the Registration Rights Agreement, as the case may be, is not declared effective within, in the case of the Exchange Registration Statement, 180 days after the Closing Date or, in the case of the Shelf Registration Statement required by the Registration Rights Agreement, 120 days after so requested, (iii) in the event that the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer (as such term is defined in the Registration Rights Agreement) is not consummated on or prior to 210 days after the date of the Registration Rights Agreement or (iv) the applicable Registration Statement (as such term is defined in the Registration Rights Agreement) is filed and declared effective but shall thereafter cease to be effective or useable (at any time that the Company is obligated to maintain the effectiveness or usability thereof) (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of the Notes, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum for the first 60 days from and including the date immediately following the date such Registration Default occurs, increased by an additional 0.25% per annum thereafter, on the applicable principal amount of Notes held by such holder until all Registration Defaults have been cured. Such obligation to pay Additional Interest shall survive until
(i) the applicable Registration Statement

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The indebtedness evidenced by the Note is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness, and this Definitive Note is issued subject to such provisions. Each holder of this Definitive Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee its attorney-in-fact for such purpose.

* Insert for Notes issued subject to a Registration Rights Agreement.

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the holder of this Definitive Note shall be conclusive and binding upon such holder and upon all future holders of this Definitive Note and of any Note issued upon the registration of transfer hereof or in exchange therefor in lieu hereof, whether or not notation of such consent or waiver is made upon this Definitive Note.

No reference herein to the Indenture and no provision of this Definitive Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Definitive Note at the times, place and rate, and in the coin or currency, herein prescribed.

Each holder of a Note covenants and agrees by its acceptance thereof to comply and be bound by the foregoing provisions.

Prior to the due registration of transfer of this Definitive Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Definitive Note is registered as the owner hereof for all purposes, whether or not this Definitive Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Definitive Note is not secured by any collateral, including the assets of the Company or any of its Subsidiaries.

No recourse for the payment of the principal of, premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the issue hereof, expressly waived and released.

All terms used in this Definitive Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THIS DEFINITIVE NOTE SHALL EACH BE DEEMED TO BE A

CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW

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YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

B-10

[Form of Transfer of Definitive Note]

______________, being the registered holder of this Definitive Note, hereby transfers to ______________ U.S.$ ______________ in principal amount of this Note and irrevocably requests and authorizes ______________, in its capacity as Note Registrar in relation to the 5.125% Subordinated Notes Due 2017 of Synovus Financial Corp. (or any successor to ______________, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

Dated:

Signed: ____________________

Note:

(i) the signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever;

(ii) a representative of the registered holder should state the capacity in which he signs, e.g., executor;

(iii) the signature of the transferor must be guaranteed in a manner satisfactory to the Note Registrar.

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of an effective registration statement under the Securities Act relating to the Notes or (ii) two years (or such lesser period as may be provided in any amendment to Rule 144(k) under the Securities Act) after the later of the original issuance of this Security or the last date on which this Security was held by the Company or an affiliate (as contemplated by Rule 144 under the Securities Act) of the Company, the undersigned confirms that without utilizing any general solicitation or general advertising that this Security is being transferred in accordance with its terms:

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[Check One]

(1) [ ] to the Company; or

(2) [ ] pursuant to an effective registration statement under the Securities Act; or

(3) [ ] in the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or

(4) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act; or

(5) [ ] pursuant to the exemption from registration provided by Rule 144 under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered holder thereof, provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Dated:

By: ______________________________
Authorized Signatory

Signature guaranteed:

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APPENDIX C-1

[FORM OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION
BY EUROCLEAR OR CLEARSTREAM LUXEMBOURG]

The Bank of New York Trust
Company, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention: Corporate Trust Division

Re: Synovus Financial Corp.
5.125% Subordinated Notes due 2017 (the "Notes")

This is to certify with respect to $_________ principal amount of the Notes that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from member organizations appearing in our records as persons being entitled to a portion of such principal amount (our "Member Organizations") certifications with respect to such portion, substantially to the effect set forth in the Indenture for the Notes.

We further certify:

(i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the Temporary Global Note excepted in such certifications; and

(ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as the date hereof.

We understand that this certification is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you or the Company to produce this certification to any interested party in such proceedings.

Dated:

Yours faithfully,

[Euroclear or Clearstream Luxembourg]

By: ________________________________

C-1

APPENDIX C-2

[FORM OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION
BY MEMBER ORGANIZATION]

[Euroclear or Clearstream Luxembourg, as applicable]

Re: Synovus Financial Corp.
5.125% Subordinated Notes due 2017 (the "Notes")

This is to certify that as of the date hereof, and except as set forth below, the Notes held by you for our account are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Notes in transactions which did not require registration under the Securities Act of 1933, as amended (the "Act"). As used in this paragraph the term "U.S. person" has the meaning given to it by Regulation S under the Act.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to $[-] of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you, the Company or the Trustee or Registrar for the Notes to produce this certification to any interested party in such proceedings.

Date: [-]. (Not earlier than 15 days prior to the end of the 40-day period referred to in Section 2.01(e) of the Indenture for the Notes).

By: ________________________________________

[Agent Member]
As, or as agent for, the Beneficial Owner(s) of the Notes to which this certificate relates.

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APPENDIX D

[FORM OF CERTIFICATE
FOR EXCHANGE OR TRANSFER FROM RULE 144A
GLOBAL NOTE TO REGULATION S TEMPORARY GLOBAL NOTE]
(exchanges or transfers pursuant to
Section 2.07(b)(ii) of the Indenture)

The Bank of New York Trust
Company, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention: Corporate Trust Division

Re: Synovus Financial Corp.
5.125% Subordinated Notes due 2017 (the "Notes")

Reference is hereby made to the Indenture dated as of June 20, 2005 (the "Indenture") between Synovus Financial Corp. (the "Company") and The Bank of New York Trust Company, N.A. (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to U.S.$____________ principal amount of Notes which are held as a beneficial interest in the Rule 144A Global Note (CUSIP No. _________) with the Depository Trust Company, a New York corporation ("DTC"), in the name of [Insert name of DTC participant] (the "Transferor"). The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Regulation S Temporary Global Note (CUSIP No. __________) to be held with [Euroclear] [Clearstream Luxembourg] (ISIN Code ___________) (Common Code _____________) through DTC.

In connection with such request and in respect of such Notes, the Transferor does hereby certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Notes and pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") and accordingly the Transferor does hereby certify that:

(1) the offer of the Notes was not made to a person in the United States;

(2) (A) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States, or

(B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States;

D-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) upon completion of the transaction, the beneficial interest being transferred as described above was held with Euroclear or Clearstream Luxembourg through DTC (ISIN Code ___________).

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers for the Notes.

[Insert Name of Transferor]

By: ______________________________ Name:

Title:

Dated: _____________________________

cc: Synovus Financial Corp.

D-2

APPENDIX E

[FORM OF CERTIFICATE
FOR EXCHANGE OR TRANSFER FROM RULE 144A
GLOBAL NOTE TO REGULATION S PERMANENT GLOBAL NOTE]
(exchanges or transfers pursuant to
Section 2.07(b)(iii) of the Indenture)

The Bank of New York Trust
Company, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention: Corporate Trust Division

Re: Synovus Financial Corp.
5.125% Subordinated Notes due 2017 (the "Notes")

This letter relates to U.S.$____________ principal amount of Notes which are held as a beneficial interest in the Rule 144A Global Note (CUSIP No. ___________) with the Depository Trust Company, a New York corporation ("DTC"), in the name of [Insert name of DTC Participant] (the "Transferor"). The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Regulation S Permanent Global Note (CUSIP No. ___________).

In connection with such request and in respect of such Notes, the Transferor does hereby certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Notes and (i) that, with respect to transfers made in reliance on Regulations S under the Securities Act of 1933, as amended (the "Securities Act"):

(1) the offer of the Notes was not made to a person in the United States;

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

E-1

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

or (ii) that, with respect to transfers made in reliance on Rule 144 under the Securities Act, the Notes are being transferred in a transaction permitted by Rule 144 under the Securities Act and such holder delivers the certification set forth in Appendix G and, if requested by the Company and/or Note Registrar, an opinion of counsel and such other certification or evidence of its compliance with Rule 144 under the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers for the Notes.

[Insert Name of Transferor]

By: ______________________________ Name:

Title:

Dated: _______________________________

cc: Synovus Financial Corp.

E-2

APPENDIX F

[FORM OF CERTIFICATE FOR EXCHANGE
OR TRANSFER FROM REGULATION S TEMPORARY GLOBAL NOTE OR
REGULATION S PERMANENT GLOBAL NOTE TO RULE 144A GLOBAL NOTE]
(exchanges or transfers pursuant to
Section 2.07(b)(iv) of the Indenture)

The Bank of New York Trust
Company, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention: Corporate Trust Division

Re: Synovus Financial Corp.
5.125% Subordinated Notes due 2017 (the "Notes")

This letter relates to U.S.$____________ principal amount of Notes which are held as a beneficial interest in the [Regulation S Temporary Global Note (CUSIP No. _____________)] [Regulation S Permanent Global Note (CUSIP No. ___________)] with [Euroclear] [Clearstream Luxembourg] (ISIN Code __________) (Common Code __________) through the Depository Trust Company, a New York corporation ("DTC"), in the name of [Insert name of Euroclear/Clearstream Luxembourg agent member] (the "Transferor"). The Transferor has requested an exchange or transfer of such beneficial interest in the Notes for an interest in the Rule 144A Global Note (CUSIP No. _____________).

In connection with such request and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the Securities Act to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

F-1

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers for the Notes.

[Insert Name of Transferor]

By: ______________________________ Name:

Title:

Dated: ________________________________

cc: Synovus Financial Corp.

F-2

APPENDIX G

[FORM OF RULE 144 CERTIFICATION]

[Date]

The Bank of New York Trust
Company, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention: Corporate Trust Division

Re: Synovus Financial Corp.
5.125% Subordinated Notes due 2017 (the "Notes")

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of June 20, 2005 (as amended and supplemented from time to time, the "Indenture"), between the Company and The Bank of New York Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

In connection with our proposed sale of $_________ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note:, which represent an interest in a Rule 144A Global Note beneficially owned by] the undersigned ("Transferor"), we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Insert Name of Transferor]

By: ______________________________ Name:

Title:

G-1

Exhibit 4.2

THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY ("DTC"), OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 2.07 OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.07 OF THE INDENTURE.

LAW") EXCEPT TO THE EXTENT THAT THE ACQUISITION AND HOLDING OF THE NOTES:

                                   Global Note

                             Synovus Financial Corp.

                       5.125% Subordinated Notes Due 2017

No.: 01                                                             $450,000,000
Cusip No.:

            Synovus Financial Corp., a corporation duly organized and existing

under the laws of Georgia (the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Four Hundred Fifty Million Dollars ($450,000,000) (or such lesser amount as shall be the outstanding principal amount of this Note listed on Schedule A hereto) on June 15, 2017 (the "Maturity Date"), and to pay interest thereon from and including June 20, 2005, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 2005, at the rate of 5.125% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid, as provided in the Indenture, to the Person in whose name this Global Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date; provided, that interest payable at maturity shall be payable to the person to whom principal is payable. Any such interest not so punctually paid or duly provided for forthwith will cease to be payable to the holder on such Regular Record Date and either may be paid to the Person in whose name this Global Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to holders of Notes of this series not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

SYNOVUS FINANCIAL CORP.

By: ______________________________________

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes issued under the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee and
Authenticating Agent

By: ______________________________________
Authorized Signatory

[REVERSE SIDE OF NOTE]

5.125% Subordinated Notes Due 2017

No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and

unconditional, to pay the principal of, premium, if any, and interest on this Global Note at the times, place and rate, and in the coin or currency, herein prescribed.

Each holder of a Note covenants and agrees by its acceptance thereof to comply and be bound by the foregoing provisions.

This Global Note is not secured by any collateral, including the assets of the Company or any of its Subsidiaries.

All terms used in this Global Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THIS GLOBAL NOTE SHALL EACH BE DEEMED TO BE A

CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND

FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

SCHEDULE A

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of Exchange   Amount of decrease in   Amount of increase in    Principal Amount of this      Signature of authorized
                    Principal Amount of     Principal Amount of    Global Note following such   signatory of Trustee or Note
                     this Global Note        this Global Note         decrease or increase               Custodian

Exhibit 4.3

SYNOVUS FINANCIAL CORP.

5.125% Subordinated Notes Due 2017

REGISTRATION RIGHTS AGREEMENT

June 20, 2005

Banc of America Securities LLC
9 West 57th Street
New York, New York 10019

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

Synovus Financial Corp., a corporation organized under the laws of the State of Georgia (the "Company"), proposes to issue and sell to certain purchasers (the "Initial Purchasers"), for whom you (the "Representatives") are acting as representatives, $450,000,000 aggregate principal amount of its 5.125% Subordinated Notes Due 2017 (the "Securities"), upon the terms set forth in the Purchase Agreement between the Company and the Initial Purchasers dated June 15, 2005 (the "Purchase Agreement") relating to the initial placement (the "Initial Placement") of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, collectively, the "Holders"), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

"Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Additional Interest" shall have the meaning set forth in Section 8 hereof.

"Affiliate" shall have the meaning specified in Rule 405 under the Act and the terms "controlling" and "controlled" shall have meanings correlative thereto.

"Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act.

"Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York or the city in which the Corporate Trust Office is located.

"Closing Date" shall mean the date of the first issuance of the Securities.

"Commission" shall mean the Securities and Exchange Commission.

"Corporate Trust Office" or any other similar term means the office of the Trustee at which at any particular time the Indenture shall be administered, which office, at the date of this instrument, is located at Towermarc Plaza, 2nd Floor, 10161 Centurion Parkway, Jacksonville, Florida 32256, Attention: Corporate Trust Department.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Exchange Offer Registration Period" shall mean the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

"Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company).

"Final Memorandum" shall mean the offering memorandum, dated June 15, 2005, relating to the Securities, including any and all exhibits thereto and any information incorporated by reference therein as of such date.

"Holder" shall have the meaning set forth in the preamble hereto.

"Indenture" shall mean the Indenture relating to the Securities, dated as of June 20, 2005, between the Company and The Bank of New York Trust Company, N.A., as trustee, as the same may be amended from time to time in accordance with the terms thereof.

"Initial Placement" shall have the meaning set forth in the preamble hereto.

"Initial Purchaser" shall have the meaning set forth in the preamble hereto.

"Losses" shall have the meaning set forth in Section 6(d) hereof.

"Majority Holders" shall mean, on any date, Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

"Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that administer an underwritten offering, if any, under a Registration Statement.

"NASD Rules" shall mean the Conduct Rules and the By-Laws of the National Association of Securities Dealers, Inc.

"New Securities" shall mean debt securities of the Company identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the New Securities Indenture.

"New Securities Indenture" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate), which may be the Indenture.

"New Securities Trustee" shall mean a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture, which may be the Trustee.

"Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

"Purchase Agreement" shall have the meaning set forth in the preamble hereto.

"Registered Exchange Offer" shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities.

"Registrable Securities" shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any New Securities resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

"Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration

statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

"Securities" shall have the meaning set forth in the preamble hereto.

"Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

"Shelf Registration Period" has the meaning set forth in Section 3(b)(ii) hereof.

"Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"Trustee" shall mean the trustee with respect to the Securities under the Indenture.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

"underwriter" shall mean any underwriter of Securities or New Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Company shall prepare and, not later than 90 days following the Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the Closing Date.

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of such Holder's business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);

(iii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in The City of New York, which may be the Trustee, the New Securities Trustee or an Affiliate of either of them;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and

(vii) comply in all respects with all applicable laws.

(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:

(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and

(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely

on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer:

(i) any New Securities received by such Holder will be acquired in the ordinary course of business;

(ii) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and

(iii) such Holder is not an Affiliate of the Company.

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not consummated within 210 days of the date hereof; or (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder (other than an Initial Purchaser) notifies the Company that it is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not

result in such New Securities being not "freely tradeable"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

(b) (i) If requested, the Company shall as promptly as practicable (but in no event more than 60 days after so requested pursuant to this Section
3), file with the Commission and shall use its reasonable best efforts to cause to be declared effective under the Act within 120 days after so requested, a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the "Shelf Registration Period") of (A) two years from the date the Shelf Registration Statement is declared effective by the Commission or (B) such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless (x) such action is required by or advisable under applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, and
(y) if applicable, notice is delivered pursuant to Section 4(k)(ii) hereof.

(iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Company shall:

(i) furnish to each of the Representatives and to counsel for the Holders, at a reasonable time prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Representatives reasonably propose;

(ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Company shall ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) If requested, the Company shall advise the Representatives, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address for notices that the availability of a Registration Statement is suspended, and shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post effective amendment thereto has become effective;

(ii) upon any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) upon the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose;

(iv) upon the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution of any proceeding for such purpose; and

(v) upon the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d) The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

(e) The Company shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Company shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a broker or dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(j) The Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(k) (i) Upon the occurrence of any event contemplated by subsections (c)(v) above, the Company shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b), as applicable, shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section.

(ii) Upon the occurrence or existence of any pending corporate development or any other material event that, in the sole judgment of the Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Company shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder's receipt of copies of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing by

the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus.

(l) Not later than the effective date of any Registration Statement, the Company shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.

(m) The Company shall (i) comply with all applicable rules and regulations of the Commission and (ii) shall make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement; provided that the timely filing of such information via EDGAR shall satisfy the requirement of clause (ii).

(n) The Company shall cause the New Securities Indenture to be qualified under the Trust Indenture Act in a timely manner.

(o) The Company may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Company may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, the Company shall enter into customary agreements (including, if requested, an underwriting agreement in customary form reasonably satisfactory to the Company) and take all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

(q) In the case of any Shelf Registration Statement, the Company shall:

(i) make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records and pertinent corporate documents of the Company and its subsidiaries;

(ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations;

(iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) obtain "comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in "comfort" letters in connection with primary underwritten offerings; and

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with
Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company;

in each case, as shall be reasonably necessary to conduct a reasonable investigation within the meaning of Section 11 of the Act; provided, however, that each such party shall certify in writing to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration Statement; and provided further that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations therein to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q) shall be performed at (A) the effectiveness of such Registration

Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder; provided the certification set forth in the foregoing sentence has been provided.

(r) In the case of any Exchange Offer Registration Statement, the Company shall, if so reasonably requested by an Initial Purchaser, or by a broker dealer that holds Securities that were acquired as a result of market making or other trading activities:

(i) make reasonably available for inspection by the requesting party, and any attorney, accountant or other agent retained by the requesting party, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries;

(ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the requesting party or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations;

(iii) make such representations and warranties to the requesting party, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the requesting party and its counsel, addressed to the requesting party, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the requesting party or its counsel;

(v) obtain "comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the requesting party, in customary form and covering matters of the type customarily covered in "comfort" letters in connection with primary underwritten offerings, or if requested by the requesting party or its counsel in lieu of a "comfort" letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by the requesting party or its counsel; and

(vi) deliver such documents and certificates as may be reasonably requested by the requesting party or its counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Registration Statement.

(s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other person as directed by the Company) in exchange for the New Securities, the Company shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(t) The Company shall use its reasonable best efforts to confirm that the ratings that will apply to the Securities will apply to the New Securities, covered by a Registration Statement.

(u) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the NASD Rules) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall assist such Broker-Dealer in complying with the NASD Rules.

(v) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

5. Registration Expenses. The Company shall bear all expenses incurred in connection with the performance of its obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Sidley, Austin, Brown & Wood LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders, such counsel to be reasonably acceptable to the Company).

6. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors and officers of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto furnished by the Company, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they

were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (1) the foregoing indemnity agreement with respect to any preliminary Prospectus shall not inure to the benefit of any Initial Purchaser or Exchanging Dealer from whom the person asserting any such loss, claim, damage or liability purchased Securities, or any person controlling such Initial Purchaser or Exchanging Dealer, if it shall be established that a copy of the Prospectus (excluding the documents incorporated by reference therein) was not sent or given by, or on behalf of, such Initial Purchaser or Exchanging Dealer to such person, if required by law to have been so delivered, at or prior to the written confirmation of the sale or exchange of the New Securities to such person, and if the Prospectus would have cured the defect giving rise to such loss, claim, damage or liability, unless such failure is a result of noncompliance by the Company with Section 2(c) hereof and (2) no settlement shall be effected without the written consent of the Company; and provided further, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the party claiming indemnification specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Company may otherwise have.

The Company also agrees to indemnify as provided in this Section 6(a) or contribute as provided in Section 6(d) hereof to Losses of each underwriter, if any, of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors or officers and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs such Registration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any such Holder or Exchanging Dealer may otherwise have.

(c) Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to participate

therein and, to the extent that it shall wish, jointly with any other indemnifying party, to assume the defense thereof, with counsel (including local counsel) of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any such action (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded based on the advice of counsel that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively "Losses") to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the Initial Placement

(before deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director and officer of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

(e) The provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the indemnified persons referred to in this Section 6, and will survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders with the consent of the Company, such consent not to be unreasonably withheld.

(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person's Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Additional Interest. If any of the following events shall occur, then the Company shall pay additional interest (the "Additional Interest") to the Holders of Securities in respect of the Securities as follows:

(a) if the Exchange Offer Registration Statement or any Shelf Registration Statement required by this Agreement is not filed with the Commission (i) within 90 days of the Closing Date (in the case of the Exchange Offer Registration Statement) or (ii) within 60 days of the date following a request in accordance with Section 3(a) that such Shelf Registration Statement be filed (in the case of any Shelf Registration Statement), then, commencing on the date immediately following such 90th or 60th day, as the case may be, Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 60 days from and including such specified date and by an additional 0.25% per annum thereafter for the remaining portion of the period for which Additional Interest is due and owing pursuant to this subsection; or

(b) if the Company fails to cause the Exchange Offer Registration Statement or any Shelf Registration Statement required by this Agreement to be declared effective by the Commission (i) within 180 days of the Closing Date (in the case of the Exchange Offer Registration Statement) or (ii) within 120 days of the date following a request in accordance with Section 3(a) that such Shelf Registration Statement be filed (in the case of any Shelf Registration Statement), then commencing on the date immediately following such 180th or 120th day, as the case may be, Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 60 days from and including such specified date and by an additional 0.25% per annum thereafter for the remaining portion of the period for which Additional Interest is due and owing pursuant to this subsection; or

(c) if the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is not consummated on or prior to 210 days of the Closing Date, then, commencing on the date immediately following such 210th day, Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 60 days from and including such specified date and by an additional 0.25% per annum thereafter for the remaining portion of the period for which Additional Interest is due and owing pursuant to this subsection; or

(d) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective or useable at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective or useable, Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 60 days from and including such date on which the Registration Statement ceases to be effective and by an additional 0.25% per annum thereafter for the remaining portion of the period for which Additional Interest is due and owing pursuant to this subsection;

provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the consummation of the Exchange Offer (in the case of paragraph (c) above) or (4) upon the effectiveness of the Registration Statement which had ceased to remain effective or useable from the date of filing, effectiveness or consummation, as the case may be (in the case of paragraph (d) above), Additional Interest shall cease to accrue.

9. No Inconsistent Agreements. The Company has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Holders of a majority of the aggregate principal amount of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Initial Purchasers and each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture;

(b) if to the Representatives, initially at the address or addresses set forth in the Purchase Agreement; and

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers or the Company by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12. Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate.

13. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

14. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

15. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

17. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

18. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held for its own account by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers.

Very truly yours,

Synovus Financial Corp.

By: /s/ Joseph M. Lowery
    ----------------------
    Name: Joseph M. Lowery
    Title: Senior Vice
           President

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

Banc of America Securities LLC

By: /s/ Lily Chang
   -----------------------
   Name: Lily Chang
   Title: Principal

Citigroup Global Markets Inc.

By: /s/ Robert Heng
   -----------------------
   Name: Robert Heng
   Title: Managing Director

J.P. Morgan Securities Inc.

By: /s/ Robert Bottamedi
   -----------------------
   Name: Robert Bottamedi
   Title: Vice President

ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution".

ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See "Plan of Distribution".

ANNEX C

PLAN OF DISTRIBUTION

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until __________, ______, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus.

The Company will not receive any proceeds from any sale of New Securities by Brokers-Dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through Brokers or Dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resales New Securities that were received by it for its own account pursuant to the Exchange Offer and any Broker or Dealer that participates in a distribution of such New Securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act.

For a period of one year after the expiration date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any Brokers or Dealers and will indemnify the Holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act.

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:        _____________________________
Address:     _____________________________
             _____________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act.

Exhibit 5.1

191 Peachtree Street
Atlanta, Georgia 30303-1763
www.kslaw.com

Direct Dial: 404-572-4600
Direct Fax: 404-572-5100

July 21, 2005

Synovus Financial Corp.
1111 Bay Avenue, Suite 500
Columbus, Georgia 31901

Re: Legality of the 5.125% Subordinated Notes Due 2017 Being Registered

Ladies and Gentlemen:

We have acted as counsel to Synovus Financial Corp., a Georgia corporation (the "Company"), in connection with the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the proposed exchange of up to $450,000,000 aggregate principal amount of 5.125% Subordinated Notes Due 2017 of the Company required under the Securities Act (the "New Notes") for a like principal amount of the Company's issued and outstanding 5.125% Subordinated Notes Due 2017 (the "Old Notes").

In so acting, we have reviewed the Indenture, dated as of June 20, 2005, between the Company and The Bank of New York Trust Company, N.A., as Trustee (the "Indenture"). We have also reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies.

For purposes of the opinions below, we have assumed that the execution and delivery of, and the performance of all obligations under, the Indenture have been duly authorized by all requisite action by the Trustee and that the Indenture has been duly executed and delivered by, and is a valid and binding agreement of, the Trustee, enforceable against the Trustee in accordance with its terms.

This opinion is limited in all respects to the laws of the States of New York and Georgia and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein.

Synovus Financial Corp.
July 21, 2005

Page 2

Based upon the foregoing, and subject to all of the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

(1) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(2) The New Notes have been duly authorized by the Company and, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered in exchange for the Old Notes, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in laws that occur, which could affect the opinions contained herein. This opinion may not be relied upon by any person or entity (other than the addressee hereof) for any purposes without our prior written consent.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus that is included in the Registration Statement.

Very truly yours,

King & Spalding LLP

.
.

EXHIBIT 12.1

SYNOVUS FINANCIAL CORP.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                                  YEAR ENDED DECEMBER 31,                               THREE MONTHS ENDED MARCH 31,
                        ---------------------------------------------------------------------------    ----------------------------
                           2000             2001           2002            2003            2004            2004             2005
                        -----------     -----------     -----------     -----------     -----------    ------------     -----------

Income before
  income taxes          411,734,817     489,993,498     563,880,329     611,500,823     689,281,312     164,542,303     185,616,607
Minority interest
  in TSYS                16,495,347      19,858,610      23,649,044      26,972,059      28,724,215       6,248,688       8,831,926
Total fixed
  charges including
  interest on deposits  540,647,519     506,132,824     342,266,283     304,217,869     304,784,274      68,455,071     106,016,078
                        -----------     -----------     -----------     -----------     -----------     -----------     -----------

Total                   968,877,683   1,015,984,932     929,795,657     942,690,751   1,022,789,801     239,246,061     300,464,611
                        ===========   =============     ===========     ===========   =============     ===========     ===========

Divided by
  fixed charges
  including interest
  on deposits                   179%            201%            272%            310%            336%            349%            283%
                        ===========   =============     ===========     ===========   =============     ===========     ===========

Income before
  income taxes          411,734,817     489,993,498     563,880,329     611,500,823     689,281,312     164,542,303     185,616,607
Minority interest
  in TSYS                16,495,347      19,858,610      23,649,044      26,972,059      28,724,215       6,248,688       8,831,926
Total fixed charges
  excluding interest
  on deposits           120,475,320     101,472,585      81,610,534      86,657,053      88,499,955      20,492,143      28,496,760
                        -----------     -----------     -----------     -----------     -----------     -----------     -----------

Total                   548,705,484     611,324,693     669,139,907     725,129,935     806,505,482     191,283,133     222,945,294
                        ===========   =============     ===========     ===========   =============     ===========     ===========

Divided by
  fixed charges
  excluding interest
  on deposits                   455%            602%            820%            837%            911%            933%            782%
                        ===========   =============     ===========     ===========   =============     ===========     ===========

Exhibit 23.2

[KPMG LLP LOGO]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Synovus Financial Corp.

We consent to the use of our reports with respect to the consolidated financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the headings "Experts" and "Summary Financial Data" in the prospectus.

Our report on the consolidated financial statements refers to a change in the method of accounting for goodwill in 2002.

Our report on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting contains an explanatory paragraph that states that Synovus Financial Corp. acquired both Trust One Bank and Peoples Florida Banking Corporation during 2004. Management excluded from its assessment of the effectiveness of Synovus Financial Corp.'s internal control over financial reporting as of December 31, 2004, Trust One Bank's internal control over financial reporting and Peoples Florida Banking Corporation's internal control over financial reporting. Our audit of internal control over financial reporting of Synovus Financial Corp. also excluded an evaluation of the internal control over financial reporting of Trust One Bank and Peoples Florida Banking Corporation.

/s/ KPMG LLP

Atlanta, Georgia
July 21, 2005

EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

                                                         95-3571558
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

700 South Flower Street
Suite 500                                                90017
Los Angeles, California                                  (Zip code)
(Address of principal executive offices)


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

SYNOVUS FINANCIAL CORP.
(Exact name of obligor as specified in its charter)

Georgia                                                  58-1134883
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

1111 Bay Avenue, Suite 500                               31901
Columbus, Georgia                                        (Zip code)
(Address of principal executive offices)

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

5.125% Subordinated Notes due 2017
(Title of the indenture securities)

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

-----------------------------------------------------------------------------------------------------
                        Name                                                Address
-----------------------------------------------------------------------------------------------------
        Comptroller of the Currency
        United States Department of the Treasury                   Washington, D.C. 20219

        Federal Reserve Bank                                       San Francisco, California 94105

        Federal Deposit Insurance Corporation                      Washington, D.C. 20429

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None.

16. LIST OF EXHIBITS.

EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(D).

1. A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

5. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

6. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 18th day of July, 2005.

THE BANK OF NEW YORK TRUST COMPANY, N.A.

By:/s/ Sean Julien
   -------------------------------------
Name: Sean Julien
      ----------------------------------
Title:   Assistant Treasurer
       ---------------------------------

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

At the close of business March 31, 2005, published in accordance with Federal regulatory authority instructions.

Dollar Amounts
in Thousands
ASSETS

Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin............................................................................. 9,100
Interest-bearing balances............................................................................. 0
Securities:
Held-to-maturity securities............................................................................ 75
Available-for-sale securities.................................................................... 57,298
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold ............................................................................... 19,000
Securities purchased under agreements to resell.................................................... 95,000
Loans and lease financing receivables:
Loans and leases held for sale...........................................................................0
Loans and leases,
net of unearned income.................................................................................0
LESS: Allowance for loan and
lease losses...........................................................................................0
Loans and leases, net of unearned
income and allowance ................................................................................ 0
Trading assets................................................................................................. 0
Premises and fixed assets (including
capitalized leases)............................................................................. 3,876
Other real estate owned..................................................................................... 0
Investments in unconsolidated
subsidiaries and associated
companies........................................................................................... 0
Customers' liability to this bank
on acceptances outstanding............................................................................ 0
Intangible assets:
Goodwill ......................................................................................... 240,005
Other Intangible Assets .............................................................................. 17,839
Other assets............................................................................................... 34,344
--------
Total assets.............................................................................................. $476,537
========

LIABILITIES

Deposits:
In domestic offices
Noninterest-bearing................................................................................. 7,502
Interest-bearing.................................................................................... 0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased.............................................................................. 0
Securities sold under agreements to repurchase........................................................ 0
Trading liabilities.......................................................................................... 0
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases)....................................................................................... 58,000
Not applicable
Bank's liability on acceptances
executed and outstanding.......................................................................... 0
Subordinated notes and debentures............................................................................ 0
Other liabilities......................................................................................... 51,452
--------
Total liabilities....................................................................................... $116,954
========
Minority interest in consolidated subsidiaries............................................................... 0

EQUITY CAPITAL

Perpetual preferred stock and related surplus.....................................................................0
Common stock............................................................................................... 1,000
Surplus................................................................................................. 294,125
Retained earnings....................................................................................... 64,622
Accumulated other comprehensive
income...............................................................................................(164)
Other equity capital components......................................................................... 0
---------
Total equity capital.................................................................................... $359,583
---------
Total liabilities, minority interest, and equity capital.............................................. $476,537
=========

I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

William J. Winkelmann ) Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Michael K. Klugman ) President Keith Kuhn ) Chief Operating Officer

EXHIBIT 99.1

LETTER OF TRANSMITTAL

TO TENDER FOR EXCHANGE
ANY AND ALL 5.125% SUBORDINATED NOTES DUE 2017
THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
5.125% SUBORDINATED NOTES DUE 2017
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OF
SYNOVUS FINANCIAL CORP.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________, 2005 UNLESS EXTENDED (THE "EXPIRATION DATE").

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

THE EXCHANGE AGENT (THE "EXCHANGE AGENT") FOR THE OFFER IS:

THE BANK OF NEW YORK TRUST COMPANY, N.A.

By Overnight Courier or Mail:                 By Hand:                        By Facsimile:

     The Bank of New York               The Bank of New York                  (212) 298-1915
  Corporate Trust Department         Corporate Trust Department            Attn: David A. Mauer
    101 Barclay Street --              101 Barclay Street --
            7 East                       Lobby Window Level              To Confirm by Telephone:
      New York, NY 10286                 New York, NY 10286
                                                                              (212) 815-3687
     Attn: David A. Mauer               Attn: David A. Mauer                  David A. Mauer
  (if by mail, registered or
    certified recommended)

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY UNLESS AN AGENT'S MESSAGE IS DELIVERED IN ACCORDANCE WITH INSTRUCTION 1 TO THIS LETTER OF TRANSMITTAL.

FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (212) 815-3687 (ATTN: DAVID A. MAUER).

The undersigned hereby acknowledges receipt of the Prospectus dated , 2005 (the "Prospectus") of Synovus Financial Corp., a Georgia corporation (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange its 5.125% subordinated notes due 2017 (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding 5.125% subordinated notes due 2017 (the "Old Notes") that have not been registered under the Securities Act, of which an aggregate principal amount of $450,000,000 is outstanding. Capitalized terms used but not defined in this Letter of Transmittal have the meanings ascribed to them in the Prospectus.

For each Old Note accepted for exchange, the Holder of that Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. Old Notes will be exchanged and New Notes will be issued only in integral multiples of $1,000 principal amount. Old Notes accepted for exchange will not receive accrued interest at the time of exchange. However, each New Note will bear interest:

- from the later of (1) the last interest payment date on which interest was paid on the Old Note surrendered in exchange for the New Note or (2) if the Old Note is exchanged for the New Note on a date after the record date for an interest payment date to occur on or after the date of the exchange and as to which that interest will be paid, the date of that interest payment date, or

- if no interest has been paid on the Old Note, from June 20, 2005.

This letter is to be completed by a holder of Old Notes either if certificates are to be forwarded with the letter or if a tender of certificates for Old Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and all other documents required by this Letter of Transmittal to the Exchange Agent on or before the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The undersigned hereby tenders the Old Notes described in Box 1 below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the tendered Old Notes and the undersigned represents that it has received from each beneficial owner of the tendered Old Notes (collectively, the "Beneficial Owners") a duly completed and executed form of Instructions to Registered Holder and/or DTC Participant from Beneficial Owner accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

Subject to, and effective upon, the acceptance for exchange of the tendered Old Notes, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company, all right, title, and interest in, to, and under the Old Notes.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the tendered Old Notes, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver the tendered Old Notes to the Company or cause ownership of the tendered Old Notes to be transferred to, or upon the order of, the Company, on the books of the registrar for the Old Notes and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to which the undersigned is entitled upon acceptance by the Company of the tendered Old Notes pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Old Notes, all in accordance with the terms of the Exchange Offer.

Unless otherwise indicated under "Special Issuance Instructions" below (Box
2), please issue the New Notes exchanged for tendered Old Notes in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the New Notes (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.

The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer" in the Prospectus and in the instructions to this letter will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer -- Withdrawal of Tenders of Old Notes." All authority conferred in this Letter of Transmittal or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) under this Letter of Transmittal will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes being surrendered, and that, when the Old Notes are accepted for exchange as contemplated in this letter, the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements, other obligations relating to their sale or transfer and adverse claims. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) the New Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or of any other person receiving New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, (ii) neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is participating in, has an intent to participate in or has an arrangement or understanding with any other person to participate in the distribution of the New Notes, (iii) if any of the undersigned or any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is a broker-dealer or is participating in the Exchange Offer for the purpose of distributing the New Notes, it agrees to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale of New Notes and acknowledges that it cannot rely on the position of the staff of the Securities and Exchange Commission set forth in no-action letters, (iv) the undersigned or any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, understands that any secondary resale transaction and any resales of New Notes it obtains in exchange for Old Notes acquired by it directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Securities and Exchange Commission, (v) except as otherwise disclosed in writing with this letter, neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company and, if the undersigned or any such person is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (vi) if any of the undersigned or any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of New Notes. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED WITH THIS LETTER OF TRANSMITTAL.

[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE BOX 4 BELOW.

[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE BOX 5 BELOW.

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS TO THE PROSPECTUS.

Name:

Address:

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES

BOX 1

----------------------------------------------------------------------------------------------------------------------------------
                                                DESCRIPTION OF OLD NOTES TENDERED
                                          (ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                     AGGREGATE
                                                                                     PRINCIPAL
 NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S),          CERTIFICATE                 AMOUNT                   AGGREGATE
EXACTLY AS NAME(S) APPEAR(S) ON NOTE CERTIFICATE(S)       NUMBER(S) OF             REPRESENTED BY               PRINCIPAL
            (PLEASE FILL IN, IF BLANK)                     OLD NOTES*              CERTIFICATE(S)           AMOUNT TENDERED**
----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

                                                              TOTAL
----------------------------------------------------------------------------------------------------------------------------------
 * Need not be completed if Old Notes are being tendered by book-entry transfer.
** The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders must be in integral multiples of
   $1,000 in principal amount. Unless otherwise indicated in this column, the aggregate principal amount of the Old Notes
   represented by the certificates identified in this Box 1 or delivered to the Exchange Agent with this letter will be deemed
   tendered. See Instruction 3.
----------------------------------------------------------------------------------------------------------------------------------

BOX 2

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)

To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the undersigned or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account set forth in Box 5.

Issue New Note(s) and/or Old Notes to:

Name(s):

(PLEASE TYPE OR PRINT)

Address:

(INCLUDE ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

[ ] Credit unexchanged Old Notes delivered by book-entry transfer to the DTC account set forth below:

(DTC ACCOUNT NUMBER)

BOX 3

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)

To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown in Box 1.

Mail New Note(s) and any untendered Old Notes to:

Name(s):

(PLEASE TYPE OR PRINT)

Address:

(INCLUDE ZIP CODE)

BOX 4

USE OF GUARANTEED DELIVERY

(SEE INSTRUCTION 1)

To be completed ONLY if Old Notes are being tendered by means of a notice of guaranteed delivery.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

BOX 5

USE OF BOOK-ENTRY TRANSFER

(SEE INSTRUCTION 1)

To be completed ONLY if delivery of Old Notes is to be made by book-entry transfer.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

BOX 6

TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 4)

(SIGNATURE OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY)

Note: The above lines must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on the Old Notes or by person(s) authorized to become registered holder(s) (evidence of which authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, that person must set forth his or her full title below. See Instruction 4.

Name(s):

Capacity:

Street Address:

(INCLUDE ZIP CODE)

(AREA CODE AND TELEPHONE NUMBER)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

Signature Guarantee:

(IF REQUIRED BY INSTRUCTION 4)

Authorized Signature:

Name:

(PLEASE TYPE OR PRINT)

Title:

Name of Firm:

(MUST BE AN ELIGIBLE INSTITUTION AS DEFINED IN INSTRUCTION 1)

Address:

(INCLUDE ZIP CODE)

Area Code and Telephone Number:

Dated:

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used if (a) certificates for Old Notes are to be physically delivered to the Exchange Agent herewith, (b) tenders are to be made according to the guaranteed delivery procedures, or (c) tenders are to be made pursuant to the procedures for delivery by book-entry transfer, all as set forth in the Prospectus. FOR HOLDERS WHOSE OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER, DELIVERY OF AN AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER IN LIEU OF EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT(S) IDENTIFIED IN THE AGENT'S MESSAGE.

To validly tender Old Notes pursuant to the Exchange Offer, either (a) the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal with any required signature guarantees, together with either a properly completed and duly executed Notice of Guaranteed Delivery or certificates for the Old Notes, or an Agent's Message, as the case may be, and any other documents required by this Letter of Transmittal, or (b) a holder of Old Notes must comply with the guaranteed delivery procedures set forth below.

Holders of Old Notes who desire to tender them pursuant to the Exchange Offer and whose certificates representing the Old Notes are not lost but are not immediately available, or time will not permit all required documents to reach the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures." Pursuant to those procedures, (a) tender must be made by a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution") and, in each instance, that is a recognized participant in the Securities Transfer Agent Medallion Program ("STAMP") or a recognized participant in the Securities Exchange Agents Medallion Program or the Stock Exchange Medallion Program (a "Medallion Signature Guarantor"), (b) the Exchange Agent must have received from the Eligible Institution, before 5:00 p.m., New York City time, on the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery, or overnight carrier), and (c) the certificates for all physically delivered Old Notes in proper form for transfer together with a properly completed and duly executed Letter of Transmittal or Agent's Message, as the case may be, and all other documents required by this Letter of Transmittal or the Prospectus, must be received by the Exchange Agent within five New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures."

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR OLD NOTES AND OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. EXCEPT AS OTHERWISE PROVIDED IN THIS LETTER OF TRANSMITTAL AND IN THE PROSPECTUS, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

2. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder in whose name tendered Old Notes are registered on the books of the registrar (or the legal representative or attorney-in-fact of that registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of tendered Old Notes who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal, or an Agent's Message by DTC, on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder and/or DTC Participant from Beneficial Owner form accompanying this Letter of Transmittal.

3. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral multiples of $1,000 in principal amount. If less than the entire principal amount of Old Notes held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled "Aggregate Principal Amount Tendered" of Box 1 above. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes held by the holder is not tendered, then Old Notes for the principal amount of Old Notes not tendered and New Notes issued in exchange for any Old Notes tendered and accepted will be sent to the holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the Expiration Date.

4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the registered holder(s) of the tendered Old Notes, the signature must correspond with the name(s) as written on the face of the tendered Old Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown on a security position listing as the owner of the Old Notes tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Old Notes.

If any of the tendered Old Notes are registered in the name of two or more holders, all holders must sign this Letter of Transmittal. If any Old Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any Old Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person's authority to so act must be submitted.

When this Letter of Transmittal is signed by the registered holders of the Old Notes tendered hereby, no endorsements of the Old Notes or separate instruments of transfer are required unless New Notes, or Old Notes not tendered or exchanged, are to be issued to a person other than the registered holders, in which case signatures on the Old Notes or instruments of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

If this Letter of Transmittal is signed other than by the registered holders of the Old Notes tendered hereby, those Old Notes must be endorsed or accompanied by appropriate instruments of transfer and a duly completed proxy entitling the signer of this Letter of Transmittal to consent with respect to those Old Notes, on behalf of the registered holders, in any case signed exactly as the name or names of the registered holders appear on the Old Notes, and signatures on those Old Notes or instruments of transfer and proxy must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

Signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless (a) the Old Notes tendered hereby are tendered by a registered holder (or by a participant in DTC whose name appears on a security position listing as the owner of the Old Notes) that has not completed Box 2 entitled "Special Issuance Instructions" or Box 3 entitled "Special Delivery Instructions" in this Letter of Transmittal, or (b) the Old Notes are tendered for the account of an Eligible Institution. If the Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, if Old Notes not accepted for exchange or not tendered are to be registered in the name of or returned to a person other than the registered holder, or if New Notes are to be issued to someone or delivered to someone other than the registered holder of the Old Notes, then the signatures on this Letter of Transmittal accompanying the tendered Old Notes must be guaranteed by a Medallion Signature Guarantor as described above.

The Letter of Transmittal and Old Notes should be sent only to the Exchange Agent, and not to the Company or DTC.

5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should indicate, in the appropriate box (Box 2 or 3), the name and address to which the New Notes and/or substitute certificates evidencing Old Notes for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders of Old Notes tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as the Holder may designate on this Letter of Transmittal. If no instructions are given, the Old Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal.

6. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the exchange of tendered Old Notes pursuant to the Exchange Offer. If, however, New Notes and/or Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if Old Notes tendered hereby are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of tendered Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption from those taxes is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the tendered Old Notes listed in this Letter of Transmittal.

7. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company. This determination will be final and binding. The Company reserves the absolute right to reject any and all tenders of Old Notes not in proper form or the acceptance of which for exchange may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any conditions of the Exchange Offer or any defect or irregularity in the tender of Old Notes. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company determines. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of defects or irregularities to holders of Old Notes or incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived, or if Old Notes are submitted in principal amount greater than the principal amount of Old Notes being tendered, the unaccepted or non-exchanged Old Notes or substitute Old Notes evidencing the unaccepted or non-exchanged portion of the Old Notes, as appropriate, will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

8. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive any of the conditions of the Exchange Offer in the case of any tendered Old Notes.

9. NO CONDITIONAL TENDERS. No alternative, conditional, irregular, or contingent tender of Old Notes or transmittal of this Letter of Transmittal will be accepted.

10. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal for further instructions.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number indicated in this Letter of Transmittal. Holders may also

contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

12. ACCEPTANCE OF TENDERED OLD NOTES AND ISSUANCE OF NEW NOTES; RETURN OF OLD NOTES. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Old Notes as soon as practicable after the Expiration Date and will issue New Notes for the Old Notes as soon as practicable thereafter. For purposes of the Exchange Offer, the Company will be deemed to have accepted tendered Old Notes when, as and if the Company has given written or oral notice (immediately followed in writing) of acceptance to the Exchange Agent. If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, those unexchanged Old Notes will be returned, without expense, to the tendering holder at the address shown in Box 1 or at a different address as may be indicated in this Letter of Transmittal under "Special Delivery Instructions" (Box 3).

13. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer -- Withdrawal of Tenders of Old Notes."

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                              PAYER'S NAME: THE BANK OF NEW YORK TRUST COMPANY, N.A.
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        SUBSTITUTE          PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX   TIN: ---------------------------------
         FORM W-9           AT RIGHT AND                                   Social Security Number or Employer
                            CERTIFY BY SIGNING AND                         Identification Number
                            DATING BELOW.
                            --------------------------------------------------------------------------------------

DEPARTMENT OF THE TREASURY   PART 2 --                        CERTIFICATION:  Under penalties of perjury, I certify
 INTERNAL REVENUE SERVICE    CHECK THIS BOX [ ] IF YOU ARE    that:
                             AWAITING YOUR TIN.
    PAYER'S REQUEST FOR                                       (1) the number shown on this form is my correct
  TAXPAYER IDENTIFICATION                                         Taxpayer Identification Number (or I am waiting
      NUMBER ("TIN")                                              for a number to be issued to me);
                                                              (2) I am not subject to backup withholding because:
                                                                  (a) I am exempt from backup withholding, or (b) I
                                                                  have not been notified by the Internal Revenue
                                                                  Service (the "IRS") that I am subject to backup
                                                                  withholding as a result of a failure to report
                                                                  all interests or dividends, or (c) the IRS has
                                                                  notified me that I am no longer subject to backup
                                                                  withholding; and
                                                              (3) I am a U.S. person (including a U.S. resident
                                                                  alien).
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting of interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding, you received another notification from
the IRS that you were no longer subject to backup withholding, do not cross out item (2). (Also see instructions in
the enclosed Guidelines).
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    Signature ------------------------------------------      Date --------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU IN CONNECTION WITH THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, twenty-eight percent (28%) percent of all reportable payments made to me thereafter may be withheld until I provide a number.

Signature ------------------------------ Date -------------------------

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY
FOR
5.125% SUBORDINATED NOTES DUE 2017
OF

SYNOVUS FINANCIAL CORP.

PURSUANT TO THE PROSPECTUS DATED , 2005

This form must be used by a holder of 5.125% subordinated notes due 2017 (the "Old Notes") of Synovus Financial Corp., a Georgia corporation ("Synovus"), who wishes to tender Old Notes to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus, dated , 2005 (the "Prospectus") and in Instruction 1 to the related Letter of Transmittal. Any holder who wishes to tender Old Notes pursuant to those guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery before the Expiration Date of the Exchange Offer. Capitalized terms used but not defined in this notice have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, , 2005 UNLESS EXTENDED (THE "EXPIRATION DATE").

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK TRUST COMPANY, N.A.

By Overnight Courier or Mail:                 By Hand:                        By Facsimile:
     The Bank of New York               The Bank of New York                  (212) 298-1915
  Corporate Trust Department         Corporate Trust Department            Attn: David A. Mauer
    101 Barclay Street --              101 Barclay Street --
            7 East                       Lobby Window Level              To Confirm by Telephone:
      New York, NY 10286                 New York, NY 10286                   (212) 815-3687
                                                                              David A. Mauer
     Attn: David A. Mauer               Attn: David A. Mauer
 (if by email, registered or
          certified
         recommended)

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, THE SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, the undersigned hereby tenders to Synovus the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 1 of the Letter of Transmittal.

The undersigned hereby tenders the Old Notes listed below:

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                                         AGGREGATE
CERTIFICATE NUMBER(S) (IF KNOWN)      PRINCIPAL AMOUNT
        OF OLD NOTES OR                REPRESENTED BY          AGGREGATE PRINCIPAL
     ACCOUNT NUMBER AT DTC        OLD NOTES CERTIFICATE(S)       AMOUNT TENDERED
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PLEASE SIGN AND COMPLETE

Signatures of Registered Holder(s) or Authorized Signatory:

Name(s) of Registered Holder(s):

Date: , 2005

Address:

Area Code and Telephone No.

The Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal, together with the Old Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of those Old Notes into the Exchange Agent's account at DTC described in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures" and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the fifth New York Stock Exchange trading day following the Expiration Date.

Name of firm:

Address:

(Include Zip Code)

Area Code and Tel. No.

Authorized Signature:

Name:

(Please Print)

Title:

Dated:
------------------------------------------------ , 2005

DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of Old Notes, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. As an alternative to delivery by mail, the holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal.

2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Old Notes referred to in this Notice of Guaranteed Delivery, the signatures must correspond with the name(s) written on the face of the Old Notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the Old Notes, the signature must correspond with the name shown on the security position listing as the owner of the Old Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Old Notes listed or a participant of DTC whose name appears on a security position listing as the owner of the Old Notes, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the Old Notes or signed as the name of the participant is shown on DTC's security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, that person should so indicate when signing and submit with the Notice of Guaranteed Delivery evidence satisfactory to Synovus of the person's authority to so act.

3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal or this Notice of Guaranteed Delivery may be directed to the Exchange Agent at the address specified in this Notice of Guaranteed Delivery and in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

EXHIBIT 99.3

INSTRUCTIONS TO REGISTERED HOLDER AND/OR
DTC PARTICIPANT FROM BENEFICIAL OWNER OF

5.125% SUBORDINATED NOTES DUE 2017
OF

SYNOVUS FINANCIAL CORP.

To Registered Holder and/or DTC Participant:

The undersigned hereby acknowledges receipt of the Prospectus, dated ____________, 2005 (the "Prospectus") of Synovus Financial Corp., a Georgia corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer") to exchange 5.125% subordinated notes due 2017 (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding 5.125% subordinated notes due 2017 (the "Old Notes") that have not been registered under the Securities Act. Capitalized terms used but not defined in these instructions have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder and/or DTC participant, as to action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (FILL IN AMOUNT):

$____________ of the 5.125% subordinated notes due 2017.

With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):

[ ] TO TENDER the following aggregate principal amount of Old Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF
OLD NOTES TO BE TENDERED, IF ANY):

$____________ of the 5.125% subordinated notes due 2017;

[ ] NOT TO TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized: (a) to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned's principal residence is in the state of (FILL IN STATE)____________, (ii) the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes surrendered, and the Company will acquire good and unencumbered title to the Old Notes being surrendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the Old Notes are accepted by the Company, (iii) the New Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or of any other person receiving New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes,
(iv) neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is participating in, has an intent to participate in or has an arrangement or understanding with any person to participate in the distribution of the New Notes, (v) if any of the undersigned or any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is a broker-dealer or is participating in the Exchange Offer for the purpose of distributing the New Notes, it agrees to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale of New Notes and acknowledges that it cannot rely on the position of the staff of the Securities and Exchange Commission set forth in no-action letters, (vi) the undersigned or any other person acquiring the New

Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, understands that any secondary resale transaction and any resales of New Notes it obtains in exchange for Old Notes acquired by it directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Securities and Exchange Commission, (vii) except as otherwise disclosed in writing with these instructions, neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company and, if the undersigned or any such person is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (viii) if any of the undersigned or any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of New Notes; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take any other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Old Notes. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name (please print):

Address:

Telephone number:

Taxpayer Identification or Social Security Number:

Date:

EXHIBIT 99.4

TENDER FOR ANY AND ALL OUTSTANDING
5.125% SUBORDINATED NOTES DUE 2017
THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

IN EXCHANGE FOR
5.125% SUBORDINATED NOTES DUE 2017
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OF

SYNOVUS FINANCIAL CORP.

To Registered Holders:

We are enclosing with this letter the material listed below relating to the offer (the "Exchange Offer") by Synovus Financial Corp., a Georgia corporation (the "Company"), to exchange its 5.125% subordinated notes due 2017 (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 5.125% subordinated notes due 2017 (the "Old Notes") that have not been registered under the Securities Act, upon the terms and subject to the conditions set forth in the Prospectus, dated ________, 2005, and the related Letter of Transmittal.

Enclosed herewith are copies of the following documents:

1. Prospectus dated ________, 2005;

2. Letter of Transmittal;

3. Notice of Guaranteed Delivery; and

4. Instructions to Registered Holder and/or DTC Participant from Beneficial Owner.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on ________, 2005, unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder has full power and authority to tender, exchange, assign and transfer the Old Notes surrendered, and the Company will acquire good and unencumbered title to the Old Notes being surrendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the Old Notes are accepted by the Company, (ii) the New Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the New Notes, whether or not that person is the holder of Old Notes, (iii) neither the holder of the Old Notes nor any other person acquiring the New Notes in the Exchange Offer through such holder, whether or not that person is the holder of Old Notes, is participating in, has an intent to participate in or has any arrangement or understanding with any other person to participate in the distribution of the New Notes, (iv) if the holder or any other person acquiring the New Notes pursuant to the Exchange Offer through the holder, whether or not that person is the holder of Old Notes, is a broker-dealer or is participating in the Exchange Offer for the purpose of distributing the New Notes, it agrees to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale of New Notes and acknowledges that it cannot rely on the position of the staff of the Securities and Exchange Commission set forth in no-action letters, (v) the holder or any other person acquiring the New Notes pursuant to the Exchange Offer through the holder, whether or not that person is the holder of Old Notes, understands that any secondary resale transaction and any resales of New Notes it obtains in exchange for Old Notes acquired by it directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the

Securities and Exchange Commission, (vi) neither the holder nor any other person acquiring the New Notes pursuant to the Exchange Offer through the holder, whether or not that person is the holder of Old Notes, is an "affiliate", as defined in Rule 405 under the Securities Act, of the Company, or, if the holder or any such person is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (vii) if the holder or any other person acquiring the New Notes pursuant to the Exchange Offer through the holder, whether or not that person is the holder of Old Notes, is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

The enclosed Instructions to Registered Holder and/or DTC Participant from Beneficial Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

The Bank of New York Trust Company, N.A.

NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS WILL CONSTITUTE YOU THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.

EXHIBIT 99.5

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER NAME AND IDENTIFICATION NUMBER TO GIVE THE PAYER. Social security numbers (SSNs) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the name and number to give the requestor. All "section" references are to the Internal Revenue Code of 1986, as amended.

---------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT:          GIVE NAME AND SSN OF:
---------------------------------------------------------------
1.   Individual                    The individual
2.   Two or more individuals       The actual owner of the
     (joint account)               account or, if combined
                                   funds, the first individual
                                   on the account(1)
3.   Custodian account of a minor  The minor(2)
     (Uniform Gifts to Minors
     Act)
4.   a. The usual revocable        The grantor-trustee(1)
     savings trust account
        (grantor is also trustee)
     b. So-called trust account    The actual owner(1)
     that is not a legal or valid
        trust under State law
5.   Sole proprietorship or        The owner(3)
     single-owner LLC

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

 -------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT:                      GIVE NAME AND EIN OF:
 -------------------------------------------------------------------------------
    6.     A valid trust, estate, or pension   The legal entity(4)
           trust
    7.     Corporate or LLC electing           The corporation
           corporate status on Form 8832
    8.     Association, club, religious,       The organization
           charitable, educational or other
           tax-exempt organization
    9.     Partnership or multi-member LLC     The partnership
   10.     A broker or registered nominee      The broker or nominee
   11.     Account with the Department of      The public entity
           Agriculture in the name of a
           public entity (such as a state or
           local government, school district
           or prison) that receives
           agricultural program payments

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

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your SSN or your EIN (if you have one).
(4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

HOW TO GET A TIN
If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form on-line at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web Site at www.irs.gov.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees specifically exempted from backup withholding:
(1) An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(2) The United States or of any of its agencies or instrumentalities.
(3) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(4) A foreign government or any of its political subdivisions, agencies or instrumentalities.
(5) An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include:
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or custodian.
(15) A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described at left should file Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the payer a completed Form W-8, Certificate of Foreign Status.

PRIVACY ACT NOTICE
Section 6109 requires you to provide your correct TIN to persons who must file information with the IRS to report interest, dividends and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return. The IRS may also provide this information to the Department of Justice for criminal and civil litigation and to cities, states and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28 percent of taxable interest, dividend and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply.

PENALTIES
(1) FAILURE TO FURNISH TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) MISUSE OF TINS. If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.


		less than $100,000, an opinion of counsel acceptable to us that the transfer complies with the Securities Act;

	•	outside the United States in compliance with Rule 904 under the Securities Act;

	•	pursuant to the exemption from registration provided by Rule 144 under the Securities Act, if available; or

	•	pursuant to an effective registration statement under the Securities Act.