Exhibit 10.1

TARP RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Corporation”), and                                          (“Executive”).

WHEREAS, Executive has been awarded Restricted Stock Units (“RSUs”) under the Corporation’s 2013 Omnibus Plan (“Plan”).

NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions:

(a)       Vesting Conditions .      The RSUs will be subject to three separate vesting requirements: the service-based vesting requirement set forth in paragraph (b) below (the “Service Requirement”), the performance-based vesting requirement set forth in paragraph (c) below (the “Performance Requirement”), and the requirement that the Corporation repay all or a portion of its obligations under the U.S. Treasury Department’s Capital Purchase Program under the Troubled Asset Relief Program (“TARP”) as set forth in paragraph (d) below (the “TARP Requirement”). All three vesting requirements – the Service Requirement, the Performance Requirement and the TARP Requirement – must be satisfied as described below in order for the RSUs to vest.

(b)       Service Based Requirement .  If Executive remains in the continuous employ of the Corporation or a Subsidiary of the Corporation through the date(s) indicated in Column I below, the RSUs will become non-forfeitable (i.e., “vest”) to the extent indicated in Column II below:

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any RSUs for which the Service Requirement is not satisfied on the date of Executive’s termination of employment for any reason other than death or disability will be forfeited to the Corporation.

(c)       Performance Requirement .  In order for the RSUs to vest, the Corporation must have a positive net income for two consecutive quarters as determined under generally accepted accounting principles. Any RSUs for which the Performance Requirement is not satisfied on the date of Executive’s termination of employment for any reason other than death or disability will be forfeited to the Corporation.

(d)       TARP Requirement .  If the Corporation has not repaid its obligations under the TARP, then the RSUs will not vest or otherwise become transferable until such TARP repayment (except as necessary to reflect a merger or acquisition of the Company), except that: (i) 25% of the RSUs granted will vest at the time of repayment of 25% of the aggregate obligations of the Corporation under TARP; (ii) an additional 25% of the RSUs granted (for an aggregate total of 50% of the shares of RSUs granted) will vest at the time of repayment of 50% of the aggregate obligations of the Corporation under TARP; (iii) an additional 25% of the shares of RSUs granted (for an aggregate total of 75% of the shares of RSUs granted) will vest at the time of repayment of 75% of the aggregate obligations of the Corporation under TARP; and (iv) the remainder of the shares of RSUs granted will vest at the time of repayment of 100% of the aggregate obligations of the Corporation under TARP. In calculating such percentages, any portion of the RSUs transferred or sold to pay taxes shall not count toward the percentages above.

(e)       Change of Control .      Notwithstanding the preceding provisions, the Service Requirement and the Performance Requirement shall be deemed satisfied in the event of a change of control event of the Corporation as defined in 26 CFR 1.280G-1, Q&A-27 through Q&A-29, or as defined in 26 CFR 1.409A-3(i)(5)(i).

(f)       Termination of Employment .      In the event of Executive’s termination of employment for any reason (other than death or disability) after the Service Requirement and the Performance Requirement have been satisfied, the RSUs will not be forfeited to the Corporation and Executive (or Executive’s estate) will vest in such RSUs upon the

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satisfaction of the TARP Requirement, regardless of Executive’s employment status. In the event of an Executive’s death or disability, the Service Requirement and the Performance Requirement shall be automatically satisfied and Executive (or Executive’s estate) will vest in such RSUs upon the satisfaction of the TARP Requirement, regardless of Executive’s employment status.

Upon vesting of the RSUs, one share of the Corporation’s Common Stock shall be issued for each RSU that vests on such vesting date, subject to the terms and conditions of this Agreement and the Plan.

Unless otherwise permitted by the Committee, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than pursuant to a will or the laws of descent and distribution. Any attempted disposition in violation of this Agreement and the Plan shall be void.

The Executive shall not be, or have rights as, a stockholder of the Corporation with respect to any of the shares of Common Stock subject to the RSUs unless such RSUs have vested, and shares underlying the RSUs have been issued and delivered to him or her. The Corporation shall not be required to issue or transfer any certificates for shares of Common Stock upon vesting of the RSUs until all applicable requirements of law have been complied with and such shares have been duly listed on any securities exchange on which the Common Stock may then be listed.

The RSUs will be credited with dividend equivalents equal to amount of cash dividend payments that would have otherwise been paid if the shares of the Corporation’s Common Stock represented by the RSUs (including deemed reinvested additional shares attributable to the RSUs pursuant to this paragraph) were actually outstanding. These dividend equivalents will be deemed to be reinvested in additional shares of the Corporation’s Common Stock determined by dividing the deemed cash dividend amount by the Fair Market Value (as defined in the Plan) of a share of the Corporation’s Common Stock on the applicable dividend payment date. Such credited amounts will be added to the RSUs and will vest or be forfeited in accordance with Section 2 based on the vesting or forfeiture of the initial RSUs to which they are attributable. In addition, the RSUs will be credited with any dividends or distributions that are paid in shares of the Corporation’s Common Stock represented by the RSUs and will otherwise be adjusted by the Committee for other capital or corporate events as provided for in the Plan.

During any year in which any obligation arising from financial assistance received under TARP is outstanding within the meaning of Treasury Regulations 31 CFR Part 30, “TARP Standards for Compensation and Corporate Governance,” the Corporation shall

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not pay or allow to vest, or if paid or vested shall recover from Executive any RSUs or other Plan awards paid or vested to Executive, if such payment or vesting was based on a materially inaccurate financial statements (which shall include but shall not be limited to statements of earnings, revenues, or gains) or any other materially inaccurate performance metric or criteria. The Committee shall base its determination as to whether a financial statement or performance metric criteria is materially inaccurate on all the facts and circumstances, but a financial statement or performance metric criteria shall be deemed to be materially inaccurate with respect to Executive if Executive knowingly engaged in providing inaccurate information (including knowingly failing to timely correct inaccurate information) relating to those financial statements or performance metrics. The Corporation shall exercise its rights under this Agreement to recover such awards or payments except to the extent that it is unreasonable to do so. Executive agrees that, during any year in which any obligation arising from financial assistance received under TARP is outstanding, if the RSUs or other Plan awards paid or vested to Executive are based on materially inaccurate financial statements (which shall include but not be limited to statements of earnings, revenues, or gains) or any other materially inaccurate performance metric criteria, Executive will promptly repay such award or payment to the Corporation upon request by the Corporation. Executive hereby expressly authorizes the Corporation to deduct such amounts from any other amount the Corporation may owe to Executive.

(a)       Administration, Interpretation and Construction .  The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Executive and on anyone claiming under or through the Corporation or Executive. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the RSUs to be forfeited pursuant to the terms and conditions set forth in this Agreement, will be made in the good faith but absolute discretion of the Compensation Committee. By accepting the transfer of RSUs, Executive irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement.

(b)       Withholding .  The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of RSUs or the lapse of restrictions on RSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on RSUs not to lapse.

(c)       Rights Not Assignable or Transferable .  No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Executive’s rights under this Agreement will be exercisable during Executive’s lifetime only by Executive or by Executive’s guardian or legal representative.

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(d)       Terms and Conditions Binding .  The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Executive, Executive’s heirs, devisees and legal representatives. In addition, the terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of Fidelity and its successors and assigns.

(e)       No Employment Rights .  No provision of this Agreement or the Plan will be deemed to confer upon Executive any right to continue in the employ of the Corporation or a Subsidiary or will in any way affect the right of the Corporation or a Subsidiary to dismiss or otherwise terminate Executive’s employment at any time for any reason with or without cause, or will be construed to impose upon the Corporation or a Subsidiary any liability for any forfeiture of RSUs which may result under this Agreement if Executive’s employment is so terminated.

(f)       No Liability for Good Faith Business Acts or Omissions .  Executive recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries, may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the RSUs from vesting. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for any forfeiture of RSUs that may result, directly or indirectly, from any such action or omission.

(g)       Recapitalization .  In the event that Executive receives, with respect to RSUs, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received by Executive will likewise be held by Fidelity and be subject to the terms and conditions set forth in this Agreement and will be included in the term “RSUs.”

(h)       Appointment of Agent .  By accepting the transfer of RSUs, Executive irrevocably nominates, constitutes, and appoints Fidelity as Executive’s agent for purposes of surrendering or transferring the RSUs to the Corporation upon any forfeiture required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Executive’s death. In addition, it is intended as a durable power and will survive Executive’s disability.

(i)       Legal Representative .      In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to Executive’s heirs or devises.

(j)       Titles .  The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.

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(k)       Plan Governs .  The RSUs are being transferred to Executive pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded.

(l)       Complete Agreement .  This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference.

(m)      Amendment; Modification; Wavier .  No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Compensation Committee and shall be agreed to in writing, signed by Executive and by an officer of the Corporation duly authorized to do so; provided, however, that Executive expressly agrees that, notwithstanding anything in this Agreement to the contrary, the Corporation may unilaterally amend or modify this Agreement if required for Company to comply with its obligations under TARP, whether currently existing, or hereinafter enacted or promulgated, to the extent they affect this Agreement. No waiver by either party hereto of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

(n)       Governing Law .  The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state.

The Corporation has issued the RSUs in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, Executive hereby agrees to the foregoing terms and conditions of the RSUs.

IN WITNESS WHEREOF, Executive has set Executive’s hand and seal, effective as of the date and year set forth above.

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Exhibit 10.2

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Corporation”), and                                  (“Executive”).

WHEREAS, Executive has been awarded Restricted Stock Units (“RSUs”) under the Corporation’s 2013 Omnibus Plan (“Plan”).

NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions:

(a)         Vesting Conditions .      If Executive remains in the continuous employ of the Corporation or a Subsidiary of the Corporation through the date(s) indicated in Column I below, the RSUs will become non-forfeitable (i.e., “vest”) to the extent indicated in Column II below:

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any RSUs which are not vested on the date of Executive’s termination of employment will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

(b)         Effect of Voluntary Termination or Termination for Cause or Suicide .  If Executive’s employment with the Corporation and its Subsidiaries is terminated: (i) by Executive voluntarily or (ii) by the Corporation or a Subsidiary for Cause or (iii) by Executive’s death due to suicide before all RSUs vest pursuant to the provisions of paragraph 2(a) above, then any RSUs which are not vested at the time of such termination will be forfeited to the Corporation on the date of such termination, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

(c)         Effect of Death (Other Than by Suicide) or Disability .  If Executive’s employment with the Corporation and its Subsidiaries terminates by reason of Executive’s death (other than by suicide) or Disability, then any RSUs which are not vested at the time of such termination will become vested automatically.

(d)         Effect of [Retirement or] Leave of Absence .  [If Executive’s employment with the Corporation and its Subsidiaries is terminated by reason of Executive’s retirement after attainment of [age      and      years of Service] [age      , then any RSUs which are not vested at the time of such retirement will become vested automatically.] A leave of absence which is approved in writing by the Compensation Committee with specific reference to this Agreement will not be considered a termination of Executive’s employment with the Corporation and its Subsidiaries for purposes of this Section 2 or any other provision of this Agreement.

(e)        In the event of a Change of Control (as defined in the Plan), the RSUs will vest immediately upon such Change of Control as provided in the Plan; provided, however, that in the event the RSUs are assumed by the surviving entity in a Change of Control or are equitably converted or substituted in connection with a Change of Control, the vesting of the RSUs shall not be accelerated unless the Executive’s employment is terminated within two years following the effective date of such Change of Control either by the surviving entity without Cause or by the Executive for Good Reason. For purposes of this Agreement, “Cause” shall mean: (i) the willful and continued failure of Executive perform substantially his or her duties with the Corporation or one of its affiliates after a written demand for substantial performance is delivered to Executive by an officer of the Corporation which specifically identifies the manner in which Executive has not substantially performed his or her duties, after which Executive shall have a reasonable amount of time to remedy such failure to substantially perform his or her duties; or (ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Corporation. For purposes of this Agreement, “Good Reason” shall mean: (i) a material adverse reduction in the Executive’s position, duties or responsibilities, excluding a change in the position or level

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of officer to whom the Executive reports or a change that is part of a policy, program, or arrangement applicable to peer executives (including peer executives of any successor to the Corporation; (ii) the Corporation’s requiring the Executive to be based at any office or location more than 35 miles from the location where Executive was employed on the effective date of the Change of Control Date or the date which is 120 days prior to the effective date of the Change of Control; or (iii) a material reduction in Executive’s annual base salary, target annual bonus opportunity, or participation in employee benefit plans, as such salary, bonus and plans were in effect on either the effective date of the Change of Control or the date which is 120 days prior to the effective date of the Change of Control (if such earlier date is selected by Executive) unless such reduction is part of a policy, program, or arrangement applicable to peer executives (including peer executives to any successor to Corporation).

(f)         No Forfeiture of Vested RSUs .   Any RSUs which vest pursuant to the preceding provisions of this Section 2 will not thereafter be forfeited.

Upon vesting of the RSUs, one share of the Corporation’s Common Stock shall be issued for each RSU that vests on such vesting date, subject to the terms and conditions of this Agreement and the Plan.

Unless otherwise permitted by the Committee, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than pursuant to a will or the laws of descent and distribution. Any attempted disposition in violation of this Agreement and the Plan shall be void.

The Executive shall not be, or have rights as, a stockholder of the Corporation with respect to any of the shares of Common Stock subject to the RSUs unless such RSUs have vested, and shares underlying the RSUs have been issued and delivered to him or her. The Corporation shall not be required to issue or transfer any certificates for shares of Common Stock upon vesting of the RSUs until all applicable requirements of law have been complied with and such shares have been duly listed on any securities exchange on which the Common Stock may then be listed.

The RSUs will be credited with dividend equivalents equal to amount of cash dividend payments that would have otherwise been paid if the shares of the Corporation’s Common Stock represented by the RSUs (including deemed reinvested additional shares attributable to the RSUs pursuant to this paragraph) were actually outstanding. These dividend equivalents will be deemed to be reinvested in additional shares of the Corporation’s Common Stock determined by dividing the deemed cash dividend amount by the Fair Market Value (as defined in the Plan) of a share of the Corporation’s Common Stock on the applicable dividend payment date. Such credited amounts will be added to the RSUs and will vest or be forfeited in accordance with Section 2 based on the vesting or forfeiture of the initial RSUs to which they are attributable. In addition, the

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RSUs will be credited with any dividends or distributions that are paid in shares of the Corporation’s Common Stock represented by the RSUs and will otherwise be adjusted by the Committee for other capital or corporate events as provided for in the Plan.

(a)         Administration, Interpretation and Construction .  The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Executive and on anyone claiming under or through the Corporation or Executive. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the RSUs to be forfeited pursuant to the terms and conditions set forth in this Agreement, will be made in the good faith but absolute discretion of the Compensation Committee. By accepting the transfer of RSUs, Executive irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement.

(b)         Withholding .  The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of RSUs or the lapse of restrictions on RSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on RSUs not to lapse.

(c)         Rights Not Assignable or Transferable .  No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Executive’s rights under this Agreement will be exercisable during Executive’s lifetime only by Executive or by Executive’s guardian or legal representative.

(d)         Terms and Conditions Binding .  The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Executive, Executive’s heirs, devisees and legal representatives. In addition, the terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of Fidelity and its successors and assigns.

(e)         No Employment Rights .  No provision of this Agreement or the Plan will be deemed to confer upon Executive any right to continue in the employ of the Corporation or a Subsidiary or will in any way affect the right of the Corporation or a Subsidiary to dismiss or otherwise terminate Executive’s employment at any time for any reason with or without cause, or will be construed to impose upon the Corporation or a Subsidiary any liability for any forfeiture of RSUs which may result under this Agreement if Executive’s employment is so terminated.

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(f)          No Liability for Good Faith Business Acts or Omissions .  Executive recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries, may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the RSUs from vesting. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for any forfeiture of RSUs that may result, directly or indirectly, from any such action or omission.

(g)         Recapitalization .  In the event that Executive receives, with respect to RSUs, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received by Executive will likewise be held by Fidelity and be subject to the terms and conditions set forth in this Agreement and will be included in the term “RSUs.”

(h)         Appointment of Agent .  By accepting the transfer of RSUs, Executive irrevocably nominates, constitutes, and appoints Fidelity as Executive’s agent for purposes of surrendering or transferring the RSUs to the Corporation upon any forfeiture required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Executive’s death. In addition, it is intended as a durable power and will survive Executive’s disability.

(i)          Legal Representative .  In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to Executive’s heirs or devises.

(j)          Titles .  The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.

(k)         Plan Governs .  The RSUs are being transferred to Executive pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded.

(l)          Complete Agreement .   This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference.

(m)        Amendment; Modification; Wavier .  No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall

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be authorized by the Compensation Committee and shall be agreed to in writing, signed by Executive and by an officer of the Corporation duly authorized to do so. No waiver by either party hereto of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

(n)         Governing Law .  The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state.

The Corporation has issued the RSUs in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, Executive hereby agrees to the foregoing terms and conditions of the RSUs.

IN WITNESS WHEREOF, Executive has set Executive’s hand and seal, effective as of the date and year set forth above.

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Exhibit 10.3

SYNOVUS FINANCIAL CORP.

STOCK OPTION AGREEMENT

THIS AGREEMENT (“Agreement”), effective as of              , 20      , by and between SYNOVUS FINANCIAL CORP. (the “Company”), a Georgia corporation having its principal office at 1111 Bay Avenue, Suite 500, Columbus, Georgia, and                      (the “Option Holder”), an employee of the Company or a Subsidiary of the Company.

W I T N E S S E T H :

WHEREAS, the Board of Directors of the Company has adopted the Synovus Financial Corp. 2013 Omnibus Plan (the “Plan”); and

WHEREAS, the Company recognizes the value to it of the services of the Option Holder and intends to provide the Option Holder with added incentive and inducement to contribute to the success of the Company; and

WHEREAS, the Company recognizes the potential benefits of providing employees the opportunity to acquire an equity interest in the Company and to more closely align the personal interests of employees with those of other shareholders; and

WHEREAS, effective              , 20      , pursuant to the Plan, the Compensation Committee of the Board of Directors of the Company: (a) granted to the Option Holder, pursuant to Article 6 of the Plan, an Option in respect of the number of shares herein below set forth, (b) designated the Option a Non-Qualified Stock Option, and (c) fixed and determined the Option price and exercise and termination dates as set forth below.

NOW THEREFORE, in consideration of the mutual promises and representations herein contained and other good and valuable consideration, it is agreed by and between the parties hereto as follows:

1.       The terms, provisions and definitions of the Plan are incorporated by reference and made a part hereof. All capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan except where otherwise noted.

2.       Subject to and in accordance with the provisions of the Plan, the Company hereby grants to the Option Holder a Non-Qualified Stock Option to purchase, on the terms and subject to the conditions hereinafter set forth, all or any part of an aggregate of NUMBER OF OPTIONS shares of the Common Stock ($1.00 par value) of the Company at the purchase price of $          per share, exercisable in the amounts and at the times set forth in this Paragraph 2, unless the Compensation Committee, in its sole and exclusive discretion, shall authorize the Option Holder to exercise all or part of the Option at an earlier date.

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The Option may be exercised in accordance with the following schedule as provided in the Plan:

In the event of Option Holder’s death or total and permanent disability, the Option will automatically vest 100% and Option Holder (or the legal representative of Option Holder’s estate or legatee under Option Holder’s will) shall be able to exercise the Option in full for the remainder of the Option’s term. [In addition, the Option will automatically vest 100% and be exercisable in full for the remainder of the Option’s term in the event Option Holder’s employment with Company terminates after Option Holder has attained age [__][__] (or greater) with      or more years of service.]

[The Option will automatically vest 100% and be exercisable in full for the remainder of the Option’s term in the event the Option Holder’s employment is involuntarily terminated by the Company without Cause after Option Holder has attained 10 years of service. For purposes of this Agreement, “Cause” shall have the meaning set forth in Section 7 below.]

In the event of Option Holder’s separation of employment for any reason other than the reasons listed above, Option Holder shall be able to exercise the Option to the extent the Option was exercisable at the time of such separation of employment for one year following the date of such separation of employment[; provided, however, that in the event Option Holder retires after attaining age      (or greater) after      or more years of service, the Option may be exercised to the extent it was exercisable at the time of such retirement for the remainder of its original term].

Unless sooner terminated as provided in the Plan or in this Agreement, the Option shall terminate, and all rights of the Option Holder hereunder shall expire on              , 20      . In no event may the Option be exercised after              , 20      .

3.             The Option or any part thereof, may, to the extent that it is exercisable, be exercised in the manner provided in the Plan. Payment of the aggregate Option price for the number of shares purchased and any withholding taxes shall be made in the manner provided in the Plan.

4.             The Option or any part thereof may be exercised during the lifetime of the Option Holder only by the Option Holder and only while the Option Holder is in the employ of the Company, except as otherwise provided in the Plan.

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5.           Unless otherwise designated by the Compensation Committee, the Option shall not be transferred, assigned, pledged or hypothecated in any way. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of a nontransferable Option or any right or privilege confirmed hereby contrary to the provisions hereof, the Option and the rights and privileges confirmed hereby shall immediately become null and void.

6.           In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Company’s Stock, any necessary adjustment shall be made in accordance with the provisions of Section 4.4 of the Plan.

7.           In the event of a Change of Control as defined in the Plan, any unexercisable or unvested portion of the Option shall become fully exercisable and vested immediately upon the effective date of such Change of Control as provided in the Plan; provided, however, that in the event the Option is assumed by the surviving entity in a Change of Control or are equitably converted or substituted in connection with a Change of Control, the exercisability and vesting of the Option shall not be accelerated unless the Option Holder’s employment is terminated within two years following the effective date of such Change of Control either by the surviving entity without Cause or by the Option Holder for Good Reason. For purposes of this Agreement, “Cause” shall mean: (i) the willful and continued failure of Option Holder to perform substantially his or her duties with the Company or one of its affiliates after a written demand for substantial performance is delivered to Option Holder by an officer of the Company which specifically identifies the manner in which Option Holder has not substantially performed his or her duties, after which Option Holder shall have a reasonable amount of time to remedy such failure to substantially perform his or her duties; or (ii) the willful engaging by Option Holder in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Agreement, “Good Reason” shall mean: (i) a material adverse reduction in the Option Holder’s position, duties or responsibilities, excluding a change in the position or level of officer to whom the Option Holder reports or a change that is part of a policy, program, or arrangement applicable to peer executives (including peer executives of any successor to the Company; (ii) the Company requiring the Option Holder to be based at any office or location more than 35 miles from the location where Option Holder was employed on the effective date of the Change of Control Date or the date which is 120 days prior to the effective date of the Change of Control; or (iii) a material reduction in Option Holder’s annual base salary, target annual bonus opportunity, or participation in employee benefit plans, as such salary, bonus and plans were in effect on either the effective date of the Change of Control or the date which is 120 days prior to the effective date of the Change of Control (if such earlier date is selected by Option Holder) unless such reduction is part of a policy, program, or arrangement applicable to peer executives (including peer executives to any successor to Company).

8.           Any notice to be given to the Company shall be addressed to the President of the Company at 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901.

9.           Nothing herein contained shall affect the right of the Option Holder to participate in and receive benefits under and in accordance with the provisions of any pension, insurance or other benefit plan or program of the Company as in effect from time to time and for which the Option Holder is eligible.

10.         Nothing herein contained shall affect the right of the Company, subject to the terms of any written contractual arrangement to the contrary, to terminate the Option Holder’s employment at any time for any reason whatsoever.

11.         This Agreement shall be binding upon and inure to the benefit of the Option Holder, his personal representatives, heirs legatees, but neither this Agreement nor any rights hereunder shall be assignable or otherwise transferable by the Option Holder except as expressly set forth in this Agreement or in the Plan.

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Company has issued the Option with foregoing the terms and conditions in accordance with the provisions of the Plan. IN WITNESS WHEREOF, Option Holder has set Option Holder’s hand and seal, effective as of the date and year set forth above.

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Exhibit 10.4

DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

THIS DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Corporation”), and                                      (“Director”).

WHEREAS, Director has been awarded Restricted Stock Units (“RSUs”) under the Corporation’s 2013 Omnibus Plan (“Plan”).

NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Director hereby agrees to the following terms and conditions:

(a)     Vesting Conditions .     If Director continues to serve on the Board of Directors of the Corporation through the date(s) indicated in Column I below, the RSUs will become non-forfeitable (i.e., “vest”) to the extent indicated in Column II below:

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any RSUs which are not vested on the date Director’s termination of service will be forfeited to the Corporation, unless the Board of Directors in its sole and exclusive discretion determines otherwise.

(b)     Effect of Death (Other Than by Suicide) or Disability .    If Director’s service with the Board of Directors of the Corporation terminates by reason of Director’s death (other than by suicide) or Disability, then any RSUs which are not vested at the time of such termination will become vested automatically.

(c)     Effect of Attaining Age 72 .    If Director’s service with the Board of Directors terminates due to Director’s attainment of age 72 pursuant to the provisions of the Corporation’s by-laws, then any RSUs which are not vested at the time of such termination of service will become vested automatically.

(d)     No Forfeiture of Vested RSUs .    Any RSUs which vest pursuant to the preceding provisions of this Section 2 will not thereafter be forfeited.

[(e)     Restrictions Upon Transfer .    The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than pursuant to a will or the laws of descent and distribution, until the Corporation has repaid its obligations under the U.S. Treasury Department’s Capital Purchase Program under the Troubled Asset Relief Program (“TARP) as follows: (i) 25% of the RSUs granted will become transferable at the time of repayment of 25% of the aggregate obligations of the Corporation under TARP; (ii) an additional 25% of the RSUs granted (for an aggregate total of 50% of the shares of RSUs granted) will become transferable at the time of repayment of 50% of the aggregate obligations of the Corporation under TARP; (iii) an additional 25% of the shares of RSUs granted (for an aggregate total of 75% of the shares of RSUs granted) will become transferable at the time of repayment of 75% of the aggregate obligations of the Corporation under TARP; and (iv) the remainder of the shares of RSUs granted will become transferable at the time of repayment of 100% of the aggregate obligations of the Corporation under TARP. Any attempted disposition or transfer in violation of this Agreement and the Plan shall be null and void.]

Upon vesting [and transferability] of the RSUs as set forth in Section 2, one share of the Corporation’s Common Stock shall be issued for each RSU that vests on such vesting date, subject to the terms and conditions of this Agreement and the Plan.

The Director shall not be, or have rights as, a stockholder of the Corporation with respect to any of the shares of Common Stock subject to the RSUs unless the shares underlying the RSUs have been issued and delivered to him or her. The Corporation shall not be required to issue or transfer any certificates for shares of Common Stock for the RSUs until all applicable requirements of law have been complied with and such shares have been duly listed on any securities exchange on which the Common Stock may then be listed.

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The RSUs will be credited with dividend equivalents equal to amount of cash dividend payments that would have otherwise been paid if the shares of the Corporation’s Common Stock represented by the RSUs (including deemed reinvested additional shares attributable to the RSUs pursuant to this paragraph) were actually outstanding. These dividend equivalents will be deemed to be reinvested in additional shares of the Corporation’s Common Stock determined by dividing the deemed cash dividend amount by the Fair Market Value (as defined in the Plan) of a share of the Corporation’s Common Stock on the applicable dividend payment date. Such credited amounts will be added to the RSUs and will become transferable in accordance with Section 2 based on the transferability of the initial RSUs to which they are attributable. In addition, the RSUs will be credited with any dividends or distributions that are paid in shares of the Corporation’s Common Stock represented by the RSUs and will otherwise be adjusted by the Committee for other capital or corporate events as provided for in the Plan.

(a)     Administration, Interpretation and Construction .    The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Director and on anyone claiming under or through the Corporation or Director. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the RSUs to be transferable pursuant to the terms and conditions set forth in this Agreement, will be made in the good faith but absolute discretion of the Compensation Committee. By accepting the transfer of RSUs, Director irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement.

(b)     Withholding .    The Corporation will have the right to withhold from any payments to be made to Director (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Director under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of RSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise transferable RSUs not to become transferable.

(c)     Rights Not Assignable or Transferable .    No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Director’s rights under this Agreement will be exercisable during Director’s lifetime only by Director or by Director’s guardian or legal representative.

(d)     Terms and Conditions Binding .    The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Director, Director’s heirs, devisees and legal representatives.

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(e)     No Liability for Good Faith Business Acts or Omissions .    Director recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries, may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the RSUs from becoming transferable. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for the inability to transfer RSUs that may result, directly or indirectly, from any such action or omission.

(f)     Recapitalization .    In the event that Director receives, with respect to RSUs, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received by Director will likewise be held by the Plan’s agent and be subject to the terms and conditions set forth in this Agreement and will be included in the term “RSUs.”

(g)     Appointment of Agent .    By accepting the transfer of RSUs, Director irrevocably nominates, constitutes, and appoints the Plan’s agent as Executive’s agent for purposes of surrendering or transferring the RSUs to the Corporation upon any forfeiture required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Director’s death. In addition, it is intended as a durable power and will survive Director’s disability.

(h)     Legal Representative .    In the event of Director’s death or a judicial determination of Director’s incompetence, reference in this Agreement to Director shall be deemed, where appropriate, to Director’s heirs or devises.

(i)     Titles .    The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.

(j)     Plan Governs .    The RSUs are being transferred to Director pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded.

(k)     Complete Agreement .    This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference.

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(l)     Amendment; Modification; Wavier .    No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Compensation Committee and shall be agreed to in writing, signed by Director and by an officer of the Corporation duly authorized to do so. No waiver by either party hereto of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

(m)     Governing Law .    The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state.

The Corporation has issued the RSUs in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, Director hereby agrees to the foregoing terms and conditions of the RSUs.

IN WITNESS WHEREOF, Director has set Director’s hand and seal, effective as of the date and year set forth above.

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