The Companies(page 33)

Synovus Financial Corp.
Suite 301, One Arsenal Place
901 Front Avenue
to as TSYS. We are based in Columbus, Georgia 31901
Telephone: (706) 649-4751

      Synovus Financial Corp., a Georgia corporation, is a financial services company whoseand our stock is traded on the New York Stock Exchange under the symbol “SNV.” Synovus is registered as a bank holding company under the Bank Holding Company Act of 1956 and became a financial holding company

Trust One Bank
1715 Aaron Brenner Drive
Memphis, Tennessee 38120
Telephone: (901) 759-3500

      Trust One Bank is a Tennessee state-chartered bank with six locations in Memphis, Germantown TSYS provides processing services throughout the United States, Canada, Mexico, Honduras, Puerto Rico, Europe and Cordova, Tennessee in east Shelby County. A seventh location is scheduledthe Asia-Pacific region. TSYS provides merchant services to open in Collierville, Tennessee during 2004. As of December 31, 2003, Trust One had total assets of approximately $432.4 million, total deposits of $354.8 million, shareholders’ equity of $52.7 million,financial institutions and net loans of $311.3 million.

The Transaction(page 13)

      If the shareholders of Trust One approve the transaction, all of the outstanding shares of the common stock of Trust One will be exchanged for shares of common stock of Synovus, and Trust One will become aother 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 Synovus. The transaction requires the approvalTSYS through our wholly owned subsidiary, Columbus Bank and Trust Company, which we refer to as CB&T.

      We have attached the share exchange agreement as Appendix “A” to this document. We encourage you to read the share exchange agreement, as it is the legal document that governs the transaction.

Trust One’s Reasonsoperations for the Transaction(page 15)

      In reaching its decision to approve and recommend approvalsecond quarter ended June 30, 2005. We had net income of the share exchange agreement, the Trust One board of directors considered a number of factors, including the following:

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Trust One’s Reasons$128.5 million for the Transaction(page 15)

      In reaching its decision to approve and recommend approvalsecond quarter of 2005, an increase of 22.2% from the share exchange agreement, the Trust One board$105.1 million earned in second quarter of directors considered a number of factors, including the following:

Opinion of Financial Advisor(page 16)

      Trust One asked its financial advisor, SunTrust Robinson Humphrey, for advice on the fairness, from a financial point of view, of the transaction consideration to Trust One’s shareholders. SunTrust Robinson Humphrey has delivered its written opinion to the Trust One board that as of December 17, 2003, the date the Trust One board approved the$0.34 diluted earnings per share exchange agreement, the transaction consideration was fair, from a financial point of view, to the shareholders of Trust One. The opinion is attached as Appendix “C” to this document. You should read this opinion completely to understand the procedures followed, assumptions made, matters considered and limitations of the review undertaken by SunTrust Robinson Humphrey. SunTrust Robinson Humphrey’s opinion is addressed to the Trust One board and does not constitute a recommendation to any shareholder as to how to vote with respect to matters relating to the proposed transaction. You should also be aware that the opinion of SunTrust Robinson Humphrey does not address the fairness of the transaction consideration at the time the transaction is completed or at any time other than December 17, 2003.

Trust One Special Shareholders’ Meeting(page 10)

      The special meeting will be held at the main office of Trust One, 1715 Aaron Brenner Drive, Suite 120, Memphis, Tennessee 38120 on    , 2004, at    m. local time.

Conditions to the Transaction(page 20)

      Consummation of the transaction is subject to various conditions, including:

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      The regulatory approvals necessary to consummate the transaction and the other transactions contemplated by the share exchange agreement include the approval of the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the Tennessee Department of Financial Institutions. The transaction has not yet been approved by the foregoing regulatory agencies.

Accounting Treatment(page 25)

      The transaction will be accounted for as a purchase for financial reporting purposes.

Material United States Federal Income Tax Consequences of the Transaction(page 24)

      Smith, Gambrell & Russell, LLP has issued an opinion, which it will confirm as of the effective date of the transaction, that the transaction will qualify as a reorganization under Section 368(a) of the Internal Revenue Code. A copy of this opinion is attached to this document as Appendix “D.” Trust One shareholders generally will not recognize gain as a result of the surrender of Trust One common stock in exchange for the receipt of shares of Synovus common stock. This tax treatment will not apply to any Trust One shareholder that exercises dissenters’ rights or receives cash in lieu of fractional shares. Your tax treatment may depend on your specific situation, and you should consult your own tax advisor for a full understanding of the federal, state, local or foreign tax consequences to you of the transaction.

Effective Date of Transaction(page 13)

      The transaction will become effective when all of the conditions to the transaction have been satisfied and the Articles of Share Exchange are filed with the Georgia Secretary of State and the Tennessee Secretary of State. Subject to the conditions specified in the share exchange agreement, the parties anticipate that the transaction will become effective in the second quarter of 2004. There can be no assurances, however, as to whether or whenFor the transaction will occur.

Dissenters’ Rights(page 31)

      Holdersfirst six months of Trust One common stock are entitled to dissent2005, we had net income of $245.2 million, an increase of 17.1% from the transaction under Tennessee law and, if the transaction is consummated, to receive paymentsame period in cash2004. Diluted earnings per share for the fair valuefirst six months of their shares, upon compliance2005 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.

Risk Factors(page 10)

      In additionall material respects to the other information included in this document, includingterms of the matters addressed in “Forward-Looking Statements” on page 41, you should carefully considerold notes, except that the material risk factorsregistration rights and related additional interest provisions and the transfer restrictions applicable to the transaction, beginning on page 10, in determining whetherold notes are not applicable to vote in favor of the transaction.

Interests of Trust One’s Directors and Executive Officers innew notes. The new notes will evidence the Transaction(page 23)

      Certain executive officers of Trust One have interests in the transaction that are different from your interests. For example, James P. Farrell, Chairman, President and Chief Executive Officer of Trust One, has entered into an employment agreement with Synovus, effective on the date the transaction is completed, providing for his continued employmentsame debt as the President of Trust One for a period of five years followingold notes. The new notes and the transaction. Mr. Farrell’s employment agreement also provides that Synovusold notes will cause Mr. Farrell to be elected as a member ofgoverned by the board of directors of Trust One following the transaction. In addition, Mr. Farrell and each of the directors and executive officers of Trust One hold options that will become exercisable immediately prior to the transaction as a result of the transaction.same indenture.

      Either Trust One or Synovus may terminate the share exchange agreement under the following circumstances, among others:

No Solicitation(page 22)

      Trust One has agreed that until the completion of the transaction, Trust One will not directly or indirectly take any specified actions with respect to any acquisition proposal. However, notwithstanding these restrictions, Trust One may, if necessary to comply with its fiduciary obligations and subject to other qualifications and conditions, furnish information and engage in discussions or negotiations in response to unsolicited acquisition proposals.

Effect of Transaction on Rights of Trust One Shareholders(page 25)

      Trust One is a Tennessee banking corporation and, therefore, the rights of shareholders of Trust One currently are determined by reference to the Tennessee Business Corporation Act and Trust One’s Articles of Incorporation and Bylaws. At the effective time of the transaction, shareholders of Trust One will become shareholders of Synovus, which is a Georgia corporation. As a result, your rights as shareholders of Synovus will then be determined by reference to the Georgia Business Corporation Code and Synovus’ Articles of Incorporation and bylaws. The laws of these jurisdictions vary. There are also various differences between Synovus’ Articles of Incorporation and bylaws and Trust One’s Articles of Incorporation and bylaws.

Comparative Market Price Information and Dividends

      Synovus common stock is listed on the NYSE under the symbol “SNV.” On December 31, 2003, there were __ holders of record of Trust One common stock. No established trading market for Trust One common stock exists. Transactions in Trust One common stock are infrequent and are negotiated privately between the persons involved in these transactions. These transactions are not reported on an exchange or other organized trading system. For these reasons, Trust One lacks reliable data regarding recent trading activity in Trust One common stock. To the knowledge of management of Trust One, the last transaction in Trust One common stock occurred on October 30, 2003 when 1,654 shares were sold at a price of $24.25 per share.

      The following table presents, for December 16, 2003 and _______ ___, 2004:

      December 16, 2003 was the last full trading day before the public announcement of the proposed transaction, and ________ ___, 2004, was the last day for which such information could be calculated before the date of this document. The equivalent price per share data for Trust One common stock has been determined by multiplying the last reported sale price of one share of Synovus common stock on each of these dates by the per share exchange ratio.

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(1)

Represents the most recent transaction in the common stock of Trust One, to the knowledge of Trust One, which occurred on October 30, 2003.

      Synovus common stock is listed on the NYSE under the symbol “SNV.” There is no trading market for Trust One common stock. Trust One has paid cash dividends of $.50 per share on March 30, 2003, $1.00 per share on September 30, 2003, and $.25 per share on March 1, 2004. The table below shows the high and low closing prices of Synovus common stock and cash dividends declared per share for Synovus for the last two fiscal years plus the interim period from January 1, 2004 to March , 2004.

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SELECTED FINANCIAL DATA

      The following tables show summary historical financial data for Synovus. The information in the following tables was derived from historical financial information contained in annual reports and other information Synovus has filed with the SEC. When you read the summary financial information provided in the following table, you should also read the historical financial information contained in annual and quarterly reports and other information Synovus has filed with the SEC. See “Where You Can Find More Information” on page 40.

SYNOVUS FINANCIAL CORP.
Selected Financial Data
(Dollars in thousands, except per share data)

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RISK FACTORS

In addition to the other information included in this document, Trust One shareholders should carefully consider the matter described below in voting on the issuance of shares of Synovus common stock in the transaction,as well as the risks described in the “Risk Factors” section contained in the most recent Synovus Annual Report onForm 10-K, filed with the Securities and Exchange Commission on March ___, 2004.

You may receive shares of Synovus common stock with a market value lower than you expected.

      Synovus is offering to a pay a total consideration of 1.5332 shares of Synovus common stock for each share of Trust One common stock. This exchange ratio will not be adjusted for changes in the market price of Synovus common stock. Any change in the price of Synovus common stock prior to the transaction will affect the value that Trust One shareholders will receive in the transaction. If the market price of Synovus common stock declines, then the value of the total consideration you will receive will decline as well. Stock price variations may result from a variety of factors that are beyond our control, including changes in, or market perceptions of changes in, the business operations or prospects of Synovus, market assessments of the likelihood the transaction will be consummated, regulatory considerations, general market and economic conditions and other factors.

      The price of Synovus common stock at the effective date of the transaction may vary from its prices on (a) December 17, 2003, the date the share exchange agreement was executed and the fairness opinion was rendered, (b) the date of this document and (c) the date of Trust One’s special meeting of shareholders. Because the effective date of the transaction will follow the date of Trust One’s special meeting of shareholders, at the time of the special meeting you will not know the market value of the Synovus common stock that you may receive upon completion of the transaction.

THE SPECIAL MEETING

      We are furnishing this document to shareholders of Trust One in connection with the solicitation of proxies by the board of directors of Trust One for use at the special meeting of its shareholders.

Date, Time and Place

      The special meeting will be held at the main office of Trust One, 1715 Aaron Brenner Drive, Suite 120, Memphis, Tennessee 38120 on, 2004, atm. local time.

Matters to Be Considered at the Special Meeting

      At the special meeting, the shareholders of Trust One will be asked to consider and vote upon the approval of the transaction and such other matters as may properly be brought before the special meeting.

      The Trust One board has unanimously approved the share exchange agreement and the transactions contemplated by the share exchange agreement and recommends that you vote “FOR”approval of the transaction.

Record Date; Stock Entitled to Vote; Quorum

      Only holders of record of Trust One common stock at the close of business on, the record date for the Trust One special meeting, are entitled to receive notice of the special meeting and to vote at the special meeting. Holders of record of shares of Trust One common stock on the record date are each entitled to one vote per share on each matter to be considered at the special meeting.

      On the record date,, shares of Trust One common stock were issued and outstanding and were held byholders of record.

      A majority of all the issued and outstanding shares of Trust One common stock, present in person or by proxy, will constitute a quorum for the special meeting.

Vote Required

      The approval of the transaction requires the affirmative vote of the holders of a majority of the outstanding shares of Trust One common stock.

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      The transaction does not require the approval of Synovus’ shareholders. Synovus’ board of directors approved the transaction on December 17, 2003.

Stock Ownership of Trust One Directors and Executive Officers

      At the close of business on the record date, the directors and executive officers of Trust One owned and were entitled to vote approximately 601,627 shares of Trust One common stock. This ownership represents approximately 24% of the shares of Trust One common stock outstanding on that date.

Voting of Proxies

      Shares represented by all properly executed proxies received in time for the special meeting will be voted at the special meeting according to the voting instructions of the shareholder who executed the proxy. Properly executed proxies which do not contain voting instructions will be voted in favor of the transaction.

      Trust One intends to count shares of Trust One common stock present in person at the special meeting but not voting, and shares of Trust One common stock for which proxies are received but with respect to which holders of shares have abstained from voting on or voted against any matter, as present at the special meeting for purposes of determining the presence or absence of a quorum for the special meeting.

      For voting purposes at the special meeting, only shares voted in favor of approval of the transaction will be counted as favorable votes for such approval and adoption. A shareholder’s failure to submit a proxy, failure to vote in person, or abstention from voting with respect to the approval of the transaction will have the same effect as if the shareholder voted against approval of the transaction.

      Shares held in street name that have been designated by brokers on proxy cards as not voted with respect to the transaction (“broker non-votes”) will not be counted as votes cast on the transaction. Shares with respect to which proxies have been marked as abstentions also will not be counted as votes cast on the transaction. Shares with respect to which proxies have been marked as abstentions and broker non-votes will, however, be treated as shares present for purposes of determining whether a quorum is present.

      The proposal to adopt the share exchange agreement is a non-discretionary item, meaning that brokerage firms may not vote shares in their discretion on behalf of a client if the client has not furnished voting instructions. Because the transaction must be approved by the holders of a majority of the outstanding shares of Trust One common stock, abstentions and broker non-votes will have the same effect as a vote against the transaction at the meeting. Accordingly, the Trust One board urges Trust One shareholders to complete, date and sign the accompanying proxy and return it promptly in the enclosed postage prepaid envelope.

      We do not expect that any matters other than the proposal to approve the transaction will be brought before the special meeting. However, if other matters are properly presented for a vote, the persons named as proxies will vote in accordance with their judgment with respect to those matters.

      The persons named as proxies by a Trust One shareholder may propose and vote for one or more adjournments of the special meeting to permit further solicitations of proxies in favor of approval of the transaction. However, the persons named as proxies will not vote any shares which are voted against the approval of the transaction in favor of such an adjournment.

Revoking Proxies

      Trust One shareholders of record may revoke their proxies at any time before the time their proxies are voted at the special meeting. A shareholder may revoke a proxy by taking any of the following actions:

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      Attendance at the special meeting alone without voting or abstaining from the vote on the transaction will not revoke a proxy. Any written notice of a revocation of a proxy must be sent so that it will be delivered to the Corporate Secretary of Trust One, at Trust One’s principal executive offices, before the voting begins at the special meeting.

Proxy Solicitation

      Trust One will pay the costs of printing this document and all other costs of soliciting proxies. In addition to solicitation by mail, the directors, officers and employees of Trust One may solicit proxies from shareholders of Trust One by telephone or by other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with the solicitation. Trust One will arrange with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and Trust One will reimburse these record holders for their reasonable out-of-pocket expenses.

Recommendation of the Trust One Board

      The Trust One board has unanimously adopted the share exchange agreement and believes that the proposed transaction is fair to and in the best interests of Trust One and its shareholders. The Trust One board unanimously recommends that Trust One shareholders vote“FOR”approval of the transaction.

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THE TRANSACTION

      The following is a description of the material information pertaining to the transaction. This description is qualified in its entirety by reference to the full text of the share exchange agreement, a copy of which is attached as Appendix “A” to this document and is incorporated by reference. All shareholders are urged to read carefully the share exchange agreement, as well as the other appendices, in their entirety.

      The boards of directors of Synovus and Trust One have approved, and the proper officers of Synovus and Trust One have executed and delivered, the share exchange agreement.

Structure of the Transaction

      On the effective date of the transaction, Trust One will be acquired by, and become a wholly owned subsidiary of, Synovus. The Articles of Incorporation and bylaws of Trust One will remain the Articles of Incorporation and bylaws of Trust One in effect immediately prior to the Effective Date, and the articles of incorporation and bylaws of Synovus will remain the articles of incorporation and bylaws of Synovus in effect immediately prior to the effective date.

Terms of the Transaction and Effective Date

      On the effective date of the transaction, which will be specified in the Articles of Share Exchange to be filed with the Georgia Secretary of State and the Tennessee Secretary of State, each issued and outstanding share of Trust One common stock as to which dissenters’ rights have not been exercised will be converted into the right to receive 1.5332 shares of Synovus common stock.

      You should obtain current stock price quotations for Synovus common stock. The market price of Synovus common stock will fluctuate before and after completion of the transaction. You will not know when you vote on the transaction precisely what the shares of Synovus common stock will be worth when issued in the transaction.

      The aggregate transaction value will fluctuate as well. The transaction value per share will equal the product of the 1.5332 exchange ratio and the closing price of the Synovus common stock on the closing date of the transaction. As of December 16, 2003, the last trading day prior to board approval of the transaction, the implied transaction value was $42.86 per share. The aggregate transaction value will reflect the payment of: (i) the transaction value per share for each share of Trust One common stock outstanding at closing and (ii) the “spread,” or difference between the transaction value per share and the weighted average exercise price per share for each of the then outstanding options to purchase Trust One common stock. As of December 15, 2003, the aggregate transaction value was approximately $109.8 million. Because options may be exercised and the price of the Synovus common stock will fluctuate prior to closing, however, the aggregate transaction value will fluctuate as well.

      After the effective date of the transaction, outstanding certificates representing shares of Trust One common stock will represent shares of Synovus common stock. Certificates representing shares of Trust One common stock may be surrendered to Synovus by the Trust One shareholders on or after the effective date of the transaction for new certificates representing shares of Synovus common stock. Until so surrendered to Synovus, the certificates which previously represented shares of Trust One common stock will be deemed for all corporate purposes to evidence the ownership of the respective number of shares of Synovus common stock which the holders are entitled to receive upon their surrender to Synovus except for the payment of dividends, which is subject to the exchange of stock certificates.

      Until the stock certificates nominally representing shares of Trust One common stock are surrendered to Synovus in exchange for certificates representing shares of Synovus common stock, no dividends payable as of any date after the effective date of the transaction on the shares of Synovus common stock represented by the Trust One common stock certificates will be paid. However, Forms 1099 reporting the payment of such dividends will be filed with the Internal Revenue Service and mailed to each shareholder. Upon the surrender to Synovus of the Trust One common stock certificates, Synovus will pay to the record holders the amount of dividends which previously had become payable, without interest, upon the shares of Synovus common stock represented by the outstanding Trust One common stock certificates. Beginning sixty days after the effective date of the transaction, former shareholders of Trust One will not be entitled to vote at a Synovus shareholders’ meeting unless they have exchanged their Trust One certificates for Synovus stock certificates.

      Synovus will not issue fractional shares of Synovus common stock in the transaction. Instead, Synovus will pay cash, without interest, in lieu of fractional shares, in an amount equal to such fractional part of a share of Synovus common stock multiplied by the closing price per share of Synovus common stock on the last business day immediately prior to the effective date of the transaction.

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      The delivery of Synovus stock certificates and other amounts may be subject to forfeiture under applicable escheat laws if Trust One stock certificates are not surrendered for exchange within the legally specified periods of time, which vary with the state of residence of the certificate holder. Therefore, we urge all Trust One shareholders to surrender their Trust One stock certificates at the earliest possible date after consummation of the transaction in accordance with instructions provided to you by Synovus in the letter of transmittal described in the following paragraph.

      As soon as practicable following consummation of the transaction, Synovus will send each shareholder of Trust One common stock a letter of transmittal explaining the procedure to be followed in exchanging certificates representing shares of Trust One common stock for certificates representing shares of Synovus common stock. Until the letter of transmittal is received, shareholders of Trust One should continue to hold their certificates representing shares of Trust One common stock. Do not send any Trust One stock certificates with your proxy card.

      After the effective date of the transaction, each outstanding Trust One stock option will be converted into an option to acquire shares of Synovus common stock. The exercise price of the converted options shall be equal to the exercise price per share of the Trust One common stock under the original option divided by 1.5332 and rounded up to the nearest cent. The number of shares subject to the converted options shall be equal to the product of the number of shares of Trust One common stock subject to the original option multiplied by 1.5332, rounded to the nearest whole share.

Background of the Transaction

      The board of directors of Trust One has, over time, considered the possibility of strategic combinations with a number of other financial institutions in assessing the means by which to maximize the value of Trust One common stock, provide liquidity for the shareholders of Trust One, ensure the continuity of management oversight, and diversify the Trust One shareholders’ exposure to a single market concentration. The factors which the board of directors of Trust One has taken into account in evaluating potential combinations have included, but were not limited to, financial terms of the proposed mergers, trading volume of shares of potential acquirers, employee and credit cultures, and the preservation of the business operating culture and customer relationships of Trust One. In exercising their fiduciary responsibility to shareholders, Trust One’s management and board of directors regularly assess the financial services industry as a whole, including the regulatory and competitive environment for banking services. In context with this assessment, management has, from time to time, met with representatives from other financial institutions and received unsolicited indications of interest for a potential merger. In addition, management has met with representatives of several financial advisors to explore its strategic options.

      On July 1, 2003, the board of directors of Trust One engaged SunTrust Robinson Humphrey to research and review potential merger partners. Also the board of directors engaged Powell, Goldstein, Frazer & Murphy, LLP of Atlanta, Georgia, to provide legal advice to Trust One and its board of directors throughout this review period. Pursuant to this engagement, in August 2003, SunTrust contacted a number of financial institutions, including Synovus, regarding their interest in Trust One and the Shelby County, Tennessee banking market. Indications of interest were received from several financial institutions and were analyzed and considered by management and the board of directors of Trust One with the assistance of its financial and legal advisors.

      On September 9, 2003, the board of directors of Trust One held a special meeting to consider the initial bids submitted by potential acquirers. After reviewing the bids, the management of Trust One and its board of directors concluded that only four of the offers, which included the Synovus offer, warranted further consideration and only the Synovus offer satisfied all of the factors identified by the board of directors as a prerequisite for entering into a strategic alliance.

      During the last two weeks of October and the first two weeks of November, Synovus conducted due diligence of Trust One, concluding with an on-site review of the credit portfolio that was completed on Tuesday, November 11, 2003. During the following weeks, management of the two companies and their respective legal and financial advisors negotiated the terms of the proposed share exchange agreement under which Trust One would be acquired by Synovus. It was also during this same time period that Trust One conducted due diligence with respect to Synovus.

      On December 17, 2003, management and the board of directors of Trust One held a special meeting to analyze and consider the proposed transaction with Synovus. Powell, Goldstein, Frazer & Murphy, LLP reviewed the fiduciary obligations of the Trust One board of directors with respect to the consideration of a possible share exchange and reviewed the terms of the transaction and the definitive agreement from a legal point of view. SunTrust Robinson Humphrey summarized certain financial information with respect to Synovus and the proposed transaction for the Trust One board and rendered an opinion that, as of December 17, 2003, the terms of the transaction as set forth in the proposed share exchange agreement were fair to the shareholders of Trust One Bank from a financial point of view. After a general question and discussion period among the members of the board, management, and their financial and legal advisers, the Trust One board of directors voted unanimously to approve the share exchange agreement and the transactions contemplated thereby and to recommend the approval of the share exchange agreement and the transactions contemplated by the share

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exchange agreement to the shareholders of Trust One. Subsequent to the meeting, Synovus and Trust One executed and delivered the share exchange agreement.

Recommendation of the Trust One Board and Reasons for the Transaction

      On December 17, 2003, the board of directors of Trust One voted unanimously to approve and adopt the share exchange agreement. The board of directors of Trust One believes that the transaction and the terms and provisions of the share exchange agreement are fair to and in the best interest of all shareholders of Trust One. The Trust One board of directors unanimously recommends that each shareholder vote to approve the proposed transaction with Synovus.

      In reaching its decision to adopt and recommend the approval of the share exchange agreement, the Trust One board considered a number of factors, including, but not limited to, the following:

      The foregoing discussion of the information and factors considered by the board of Trust One is not intended to be exhaustive, but includes the material factors considered. In view of the variety of factors considered in connection with its evaluation of the transaction and the offering price, the board of directors of Trust One did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations, and individual directors may have given differing weights to different factors.

      Each member of the board of directors of Trust One has indicated that he or she intends to vote his or her shares of Trust One common stock in favor of the transaction.

THE BOARD OF DIRECTORS OF TRUST ONE UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF TRUST ONE VOTE FOR THE PROPOSAL TO APPROVE THE SHARE EXCHANGE AGREEMENT.

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Opinion of Trust One’s Financial Advisor

      Trust One asked its financial adviser, SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., for advice on the fairness, from a financial point of view, of the share exchange consideration to the shareholders of Trust One. At the December 17, 2003 meeting of the Trust One board of directors, SunTrust Robinson Humphrey reviewed with the Board its financial analysis of the proposed transaction and delivered its written opinion to the effect that, as of that date and based upon and subject to the matters described in the opinion, the consideration to be offered in the proposed transaction was fair, from a financial point of view, to the shareholders of Trust One. No limitations were imposed by the Trust One board upon SunTrust Robinson Humphrey with respect to the investigation made or the procedures followed by SunTrust Robinson Humphrey in rendering its opinion.

      The full text of SunTrust Robinson Humphrey’s written opinion dated December 17, 2003, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this document as Appendix “C” and is incorporated herein by reference. You should read this opinion completely to understand the procedures followed, assumptions made, matters considered and limitations of the review undertaken by SunTrust Robinson Humphrey.

SUNTRUST ROBINSON HUMPHREY’S OPINION IS ADDRESSED TO THE BOARD OF DIRECTORS OF TRUST ONE AND RELATES ONLY TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE CONSIDERATION TO BE OFFERED IN THE PROPOSED TRANSACTION TO THE SHAREHOLDERS OF TRUST ONE, AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY SHAREHOLDER AS TO HOW TO VOTE WITH RESPECT TO MATTERS RELATING TO THE PROPOSED TRANSACTION. THE SUMMARY OF SUNTRUST ROBINSON HUMPHREY’S OPINION DESCRIBED BELOW IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF ITS OPINION WHICH IS ATTACHED AS APPENDIX “C”.

      The following is a summary of the analyses performed by SunTrust Robinson Humphrey in connection with its fairness opinion. The summary set forth below does not purport to be a complete description of the analyses performed by SunTrust Robinson Humphrey in rendering its opinion to the Trust One board, but it does summarize all of the material analyses performed by SunTrust Robinson Humphrey.

Material and Information Considered with Respect to the Proposed Transaction

      In arriving at its opinion, SunTrust Robinson Humphrey:

      In rendering its opinion, SunTrust Robinson Humphrey assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information discussed with or reviewed by SunTrust Robinson Humphrey in arriving at its opinion. With respect to the financial forecasts provided to or discussed with SunTrust Robinson Humphrey, SunTrust

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Robinson Humphrey assumed, at the direction of the management of Trust One and without independent verification or investigation, that such forecasts had been reasonably prepared on bases reflecting the best currently available information, estimates and judgments of the management of Trust One as to the future financial performance of Trust One. In arriving at its opinion, SunTrust Robinson Humphrey did not conduct a physical inspection of the properties and facilities of Trust One and did not make nor obtain any evaluations or appraisals of the assets or liabilities (including, without limitation, any potential environmental liabilities), contingent or otherwise, of Trust One. SunTrust Robinson Humphrey also assumed the following:

      SunTrust Robinson Humphrey’s opinion is necessarily based upon market, economic and other conditions as they may have existed and could be evaluated as of December 17, 2003. SunTrust Robinson Humphrey expressed no opinion as to the underlying valuation, future performance or long-term viability of Trust One or Synovus. SunTrust Robinson Humphrey does not have any obligation to update or revise its opinion.

      In connection with the preparation of its fairness opinion, SunTrust Robinson Humphrey performed financial and comparative analyses, the material portions of which are summarized below. The summary set forth below includes the financial analyses used by SunTrust Robinson Humphrey and deemed to be material, but does not purport to be a complete description of the analyses performed by SunTrust Robinson Humphrey in arriving at its opinion. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. In addition, SunTrust Robinson Humphrey believes that its analyses must be considered as an integrated whole, and that selecting portions of such analyses and the factors considered by it, without considering all of such analyses and factors, could create a misleading or incomplete view of the process underlying its analyses set forth in the opinion.

      In performing its analyses, SunTrust Robinson Humphrey made numerous assumptions with respect to industry and economic conditions, many of which are beyond the control of Trust One or Synovus. Any estimates contained in such analyses are not necessarily indicative of actual past or future results or values, which may be significantly more or less favorable than as set forth therein. Estimates of values of companies do not purport to be appraisals or necessarily to reflect the price at which such companies may actually be sold, and such estimates are inherently subject to substantial uncertainty. No company, business or transaction used in such analyses as a comparison is identical to Trust One, Synovus, their respective businesses or the proposed transaction, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions analyzed.

      SunTrust Robinson Humphrey’s opinion and financial analyses were only one of many factors considered by Trust One’s board of directors in its evaluation of the proposed transaction and should not be viewed as determinative of the views of Trust One’s board of directors or management with respect to the proposed transaction or the consideration offered in the proposed transaction. The type and amount of consideration offered in the proposed transaction was determined through direct negotiation between Trust One and Synovus. The decision to enter into the proposed transaction was solely that of the Trust One board of directors.

      The following is a summary of the material financial analyses presented by SunTrust Robinson Humphrey to the Trust One board of directors in connection with its opinion.

Analysis of Selected Publicly-Traded Reference Companies

      Reference company analysis analyzes a company’s operating performance relative to a reference group of publicly-traded companies. Based on relative performance and outlook for a company, this analysis enables an implied unaffected market trading value to be determined. SunTrust Robinson Humphrey analyzed the financial and stock market information for the following selected publicly-traded bank holding companies with between $250 million and $750 million in assets located in or near cities in the states of Alabama, Georgia, North Carolina, South Carolina, Tennessee and Virginia (the “Reference Companies”):

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      SunTrust Robinson Humphrey reviewed and analyzed, among other things, market price as a multiple of:

      All multiples were based on closing stock prices as of December 15, 2003.

      The following table sets forth the multiples indicated by this analysis for the Reference Companies as of December 15, 2003:

      SunTrust Robinson Humphrey then applied the median multiples resulting from the analysis above to the values for Trust One for the latest twelve months EPS, projected 2003 EPS, projected 2004 EPS, book value per share, tangible book value per share and assets per share as of November 30, 2003. This analysis yielded implied equity values per share for Trust One of approximately $41.10, $39.07, $44.02, $34.24, $34.34 and $35.52, respectively. These implied equity values per share were compared to the implied proposed transaction consideration of $42.86 per share, based on Synovus’ closing price on the New York Stock Exchange on December 15, 2003 of $27.95 per share.

      The table below sets forth the implied proposed transaction consideration of $42.86 as a multiple of the Trust One values used by SunTrust Robinson Humphrey in its analysis above.

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Analysis of Selected Merger and Acquisition Transactions

      Reference merger and acquisition transaction analysis provides a valuation range based upon consideration paid for selected bank holding companies in recent transactions. SunTrust Robinson Humphrey reviewed the financial terms, to the extent publicly available, of 15 proposed, pending or completed merger and acquisition transactions from January 1, 1999 to December 15, 2003, involving selected bank holding companies located in or near cities in the southeastern United States other than the state of Florida (the “Reference Transactions”). For the Reference Transactions, SunTrust Robinson Humphrey calculated various financial multiples based on publicly available information for each of the selected acquisition transactions.

      SunTrust Robinson Humphrey reviewed and analyzed, among other things, market price as a multiple of:

      All multiples for the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

      The average and median multiples indicated by this analysis are as follows:

      SunTrust Robinson Humphrey then applied the median multiple resulting from the analysis above to the latest twelve months EPS, book value per share, tangible book value per share and assets per share for Trust One as of November 30, 2003. This analysis yielded implied equity values per share for Trust One of approximately $46.33, $27.26, $27.26 and $31.81, respectively. These implied equity values per share were compared to the implied proposed transaction consideration of $42.86 per share, based on Synovus’ closing price on the New York Stock Exchange on December 15, 2003 of $27.95 per share.

      The table below sets forth the implied proposed transaction consideration of $42.86 as a multiple of the Trust One values used by SunTrust Robinson Humphrey in its analysis above.

Dividend Discount Analysis

      SunTrust Robinson Humphrey performed a dividend discount analysis to estimate a range of present values per share of Trust One common stock, assuming Trust One continued to operate as a stand-alone entity. SunTrust Robinson Humphrey discounted five years of estimated cash flows for Trust One, assuming a dividend rate sufficient to maintain an equity capital ratio (defined as common equity divided by total assets) of 7.00% and using a range of discount rates from 10% to 12%. In order to derive the terminal value of Trust One’s earnings stream beyond 2008, SunTrust Robinson Humphrey assumed an average earnings growth rate into perpetuity ranging from 3% to 5%. The present value of this terminal amount was then calculated based on the range of discount rates mentioned above. These rates and values were chosen to reflect different assumptions regarding the required rates of return of holders

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or prospective buyers of Trust One common stock. This analysis and its underlying assumptions yielded a range of stand-alone values for Trust One common stock of approximately $27.62 (at a discount rate of 12% and a perpetual growth rate of 3%) to $48.80 (at a discount rate of 10% and a perpetual growth rate of 5%) per share, with an average value of $35.21 per share. These implied equity values per share were compared to the implied proposed transaction consideration of $42.86 per share, based on Synovus’ closing price on the New York Stock Exchange on December 15, 2003 of $27.95 per share. Estimated financial data for Trust One was based on internal estimates of the management of Trust One.

Information Concerning Trust One’s Financial Advisor

      SunTrust Robinson Humphrey is a nationally recognized investment banking firm and, as a customary part of its investment banking activities, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, private placements, and valuations for corporate and other purposes. Trust One retained SunTrust Robinson Humphrey because of its experience, expertise, reputation in the financial services industry and familiarity with Trust One and transactions similar to the proposed transaction. In the ordinary course of business, SunTrust Robinson Humphrey and its affiliates may actively trade or hold the securities and other instruments and obligations of Synovus for their own account and for the accounts of customers and, accordingly, may at any time hold long or short positions in such securities, instruments or obligations.

      SunTrust Robinson Humphrey is acting as financial advisor to Trust One in connection with the proposed transaction. Pursuant to an engagement letter dated July 1, 2003, Trust One agreed to pay SunTrust Robinson Humphrey for its services in connection with the proposed transaction a fee of 1.0% of the consideration payable to Trust One shareholders in the proposed transaction, payable upon consummation of the proposed transaction and based on the last closing price per share prior to the closing of the transaction. Based on Synovus’ closing price on the New York Stock Exchange on March 1, 2004 of $25.19 per share, the fee payable to SunTrust Robinson Humphrey under the preceding formula would equal approximately $1.0 million. Trust One has also agreed to reimburse SunTrust Robinson Humphrey for its out-of-pocket expenses incurred in connection with its engagement, and to indemnify SunTrust Robinson Humphrey against specified liabilities, including liabilities under federal securities laws incurred in connection with its engagement.

Conditions to the Transaction

      Each party’s obligation to effect the transaction is subject to the satisfaction or waiver of conditions which include, in addition to other closing conditions, the following:

      The obligation of Synovus to effect the transaction is subject to the satisfaction or waiver of conditions, which include, in addition to the other closing conditions, the following:

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the date when made in the case of any representation or warranty which specifically relates to an earlier date, and Synovus will have received a certificate signed by the Chief Executive Officer of Trust One, dated the effective date, to such effect;

      The obligation of Trust One to effect the transaction is subject to the satisfaction or waiver of conditions, which include, in addition to other closing conditions, the following:

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No Solicitation

      In the share exchange agreement, Trust One has agreed that it will not solicit or encourage any inquiry or proposal relating to the disposition of its business or assets, or the acquisition of its voting securities, or the transaction of Trust One or any of its subsidiaries with any individual, corporation or other entity, or, subject to the fiduciary duties of the board of directors of Trust One, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal. Trust One has also agreed that it will promptly notify Synovus in the event it receives any inquiry or proposal relating to any such transaction. These provisions are intended to increase the likelihood that the transaction will be consummated in accordance with the terms of the share exchange agreement and may have the effect of discouraging persons who might now or prior to the effective date of the transaction be interested in acquiring all of or a significant interest in Trust One from considering or proposing such an acquisition.

Conduct of Business of Trust One Pending the Transaction

      The share exchange agreement provides that prior to the effective date of the transaction, Trust One and its subsidiaries will conduct business only in the ordinary course and will not, without the prior written consent of Synovus:

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Regulatory Approvals

      Consummation of the transaction and the other transactions contemplated by the share exchange agreement is subject to, and conditioned upon, receipt of the approvals from the Federal Reserve Board, the Georgia Department of Banking and Finance and the Tennessee Department of Financial Institutions. Applications in connection with the transaction were filed with the regulatory agencies on or about February 13, 2004. The transaction has not yet been approved by the regulatory agencies.

      There can be no assurance that the regulatory agencies will approve or take other required action with respect to the transaction. Synovus and Trust One are not aware of any governmental approvals or actions that are required in order to consummate the transaction except as described above. Should other approvals or actions be required, it is contemplated that Synovus and Trust One would seek the approval or action. There can be no assurance as to whether or when any other approval or action, if required, could be obtained.

Waiver and Amendment

      Before the effective date of the transaction, any provision of the share exchange agreement may be waived in writing by the party entitled to the benefits of such provision or by both parties, to the extent allowed by law. In addition, the share exchange agreement may be amended at any time, to the extent allowed by law, by an agreement in writing between the parties after approval of their respective boards of directors.

Termination and Termination Fee

      The share exchange agreement may be terminated prior to the effective date either before or after its approval by the shareholders of Trust One. The share exchange agreement may be terminated by Synovus or Trust One:

      If either party terminates the share exchange agreement due to the failure of the other party to satisfy its representations, warranties or covenants in the agreement, the terminating party will be entitled to a cash payment from the other party in the amount of the terminating party’s expenses related to the transaction, up to a maximum of $150,000. This amount, with respect to either Synovus or Trust One, is not deemed an exclusive remedy or liquidated damages, in the event of a termination of the share exchange agreement due to the failure of Synovus or Trust One, as the case may be, to satisfy any of its representations, warranties or covenants contained in the share exchange agreement.

Interests of Trust One’s Directors and Executive Officers in the Transaction

      Some members of the Trust One board of directors and management have interests in the transaction in addition to their interests generally as shareholders of Trust One. The Trust One board of directors was aware of these interests and considered them, in addition to other matters, in approving the share exchange agreement.

Employment agreement. It is a condition to the transaction that James P. Farrell, Chairman, President and Chief Executive Officer of Trust One, enter into an employment agreement with Synovus before the effective date of the transaction. On December 17, 2003, Mr. Farrell entered into the employment agreement, effective on the date the transaction is completed with Synovus. The employment agreement provides for Mr. Farrell’s employment as the President of Trust One for a period of five years following the effective date of the transaction. Under the employment agreement, Synovus will pay Mr. Farrell base annual compensation of $215,000 and Mr. Farrell will be eligible to be chosen as a participant in, and eligible to receive a bonus under, Synovus’ incentive bonus plan. The employment agreement also provides Mr. Farrell with certain additional benefits, including payment of dinner club dues and reimbursement for travel expenses, along with other perquisites. Additionally, Synovus will pay Mr. Farrell an additional $70,000 per year during which Mr. Farrell is subject to the covenant not to compete contained in the employment agreement. As part of Mr. Farrell’s employment agreement, Synovus and Mr. Farrell have also agreed to enter into Synovus’ standard change of control agreement. The change of control agreement provides severance pay and continuation of certain benefits in the event of a change of control of Synovus. In order to receive benefits under the change of control agreement, the executive’s

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employment must be terminated involuntarily and without cause, whether actually or constructively, within one year following a change of control or the executive may voluntarily or involuntarily terminate employment during the thirteenth month following a change of control.

Directors’ and officers’ insurance and indemnity. Prior to the completion of the transaction, Trust One will purchase for, and on behalf of, its current and former officers and directors, extended coverage under the current directors’ and officers’ liability insurance policy maintained by Trust One to provide for continued coverage of such insurance for a period of four years following the completion of the transaction with respect to matters occurring prior to the completion of the transaction. In addition, subject to certain conditions set forth in the share exchange agreement, for a period of four years after the effective date of the transaction Synovus has agreed to indemnify each person entitled to indemnification from Trust One and its subsidiaries against any liability arising out of actions or omissions occurring at or prior to the effective date of the transaction, including the transactions contemplated by the share exchange agreement, to the fullest extent permitted under Tennessee law and by the applicable articles of incorporation and bylaws as in effect on the date of the share exchange agreement, including provisions relating to advances of expenses incurred in the defense of any litigation.

Trust One stock and options ownership. Trust One’s executive officers and members of its board of directors beneficially own in the aggregate approximately 24% of the outstanding shares of Trust One common stock. In addition, Trust One’s executive officers and members of Trust One’s board of directors hold options under Trust One’s stock option plan for an aggregate of 71,373 shares of Trust One common stock with exercise prices ranging from $12.00 to $22.54 per share. All options under the stock option plan will become exercisable immediately prior to the transaction.

Employee Benefits

      Synovus has agreed in the share exchange agreement that, following the effective date of the transaction, Synovus will provide to employees of Trust One employee benefits, including without limitation pension benefits, health and welfare benefits, life insurance and vacation and severance arrangements, on terms and conditions that are substantially similar to those currently provided by Trust One and its subsidiaries. As soon as administratively and financially practicable following the effective date of the transaction, Synovus has agreed to provide generally to employees of Trust One and its subsidiaries employee benefits which are substantially similar to those provided by Synovus and its subsidiaries to their similarly situated employees.

Material United States Federal Income Tax Consequences of the Transaction

      The following is a summary description of the material anticipated federal income tax consequences of the transaction generally applicable to the shareholders of Trust One. This summary is not intended to be a complete description of all of the federal income tax consequences of the transaction. No information is provided with respect to the tax consequences of the transaction under any other tax laws, including applicable state, local and foreign tax laws. In addition, the following discussion may not be applicable with respect to specific categories of shareholders, including but not limited to corporations, trusts, dealers in securities, financial institutions, insurance companies or tax exempt organizations; persons who are not United States citizens or resident aliens or domestic entities (partnerships or trusts); persons who are subject to alternative minimum tax (to the extent that tax affects the tax consequences of the transaction) or are subject to the “golden parachute” provisions of the Internal Revenue Code (to the extent that tax affects the tax consequences of the transaction); persons whose shares of Trust One stock are treated as “section 306 stock” under Section 306 of the Internal Revenue Code; persons who acquired shares of Trust One stock by exercising employee stock options or otherwise as compensation; persons who do not hold their shares as capital assets; or persons who hold their shares as part of a “straddle” or “conversion” transaction. No ruling has been or will be requested from the IRS with respect to the tax effects of the transaction. The federal income tax laws are complex, and a shareholder’s individual circumstances may affect the tax consequences to the shareholder.

      Synovus and Trust One have received an opinion from Smith, Gambrell & Russell, LLP, which it will confirm as of the effective date of the transaction, to the effect that, for federal income tax purposes:

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      The tax opinion was based upon customary assumptions and certain factual representations by the management of Synovus and Trust One.

      All shareholders of Trust One are urged to consult their own tax advisors as to the specific consequences to them of the transaction under federal, state, local and any other applicable income tax laws.

Accounting Treatment

      The transaction will be accounted for by Synovus as a purchase transaction in accordance with generally accepted accounting principles in the United States of America. One effect of such accounting treatment is that the earnings of Trust One will be combined with the earnings of Synovus only from and after the effective date of the transaction.

Expenses

      The share exchange agreement provides that Synovus and Trust One will each pay its own expenses in connection with the transaction and related transactions, including, but not limited to, the fees and expenses of its own investment bankers, legal counsel and accountants.

New York Stock Exchange Listing

      Synovus common stock is listed on the NYSE. The shares of Synovus common stock to be issued to the shareholders of Trust One in the transaction will be listed on the NYSE.

Resales of Synovus Common Stock

      The shares of Synovus common stock issued pursuant to the share exchange agreement will be freely transferable under the Securities Act of 1933, except for shares issued to any shareholder who may be deemed to be an “affiliate” of Trust One for purposes of Rule 145 under the Securities Act as of the date of the Trust One special meeting. Affiliates may not sell their shares of Synovus common stock acquired in connection with the transaction except pursuant to an effective registration statement under the Securities Act covering the resale of such shares or in compliance with Rule 145 promulgated under the Securities Act or another applicable exemption from the registration requirements of the Securities Act. Rule 145 imposes restrictions on the manner in which an affiliate may resell and the quantity of any resale of any of the shares of Synovus common stock received by the affiliate in the transaction. Persons who may be deemed to be affiliates of Trust One generally include individuals or entities that control, are controlled by or are under common control with Trust One and may include executive officers and directors of Trust One as well as principal shareholders of Trust One.

      Trust One has agreed in the share exchange agreement to use its best efforts to cause each director, executive officer and other person who is an affiliate of Trust One to enter into an agreement with Synovus providing that such person will not sell, pledge, transfer or otherwise dispose of shares of Trust One common stock owned by such person or Synovus common stock to be received by such person in the transaction except in compliance with Rule 145 or in a transaction exempt under the Securities Act.      This prospectus does not cover resales of Synovus common stock following consummation of the transaction, and no person may make use of this prospectus in connection with any such resale.

DESCRIPTION OF STOCK AND EFFECT OF TRANSACTION ON RIGHTS OF
TRUST ONE SHAREHOLDERS

      If the transaction is completed, all holders of Trust One common stock and options will become holders of shares of Synovus common stock or holders of options for shares of Synovus common stock. The rights of a holder of Synovus common stock are similar in some respects and different in other respects from the rights of a holder of Trust One common stock. The rights of Trust One shareholders are currently governed by the Tennessee Business Corporation Act, the Tennessee Banking Act and the Articles of Incorporation and Bylaws of Trust One. The rights of Synovus shareholders are currently governed by the Georgia Business Corporation Code and the Articles of Incorporation and Bylaws of Synovus. The following discussion summarizes the material differences between the current rights of Trust One shareholders and the rights they will have as Synovus shareholders following the transaction.

      The following comparison of shareholders’ rights is necessarily a summary, is not intended to be complete or to identify all differences that may, under given situations, be material to shareholders and is subject to, in all respects, and is qualified by reference to the Tennessee Business Corporation Act, Trust One’s Articles of Incorporation and Bylaws, the Georgia Business Corporation Code and Synovus’ Articles of Incorporation and Bylaws.

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Synovus Common Stock

      Synovus is incorporated under the Georgia Business Corporation Code. Synovus is authorized to issue 600,000,000 shares of Synovus common stock, of which 302,090,128 shares were outstanding on December 31, 2003. Synovus has no preferred stock authorized. Synovus’ board of directors may at any time, without additional approval of the holders of Synovus common stock, issue authorized but unissued shares of Synovus common stock.

      As described below, Synovus’ Articles of Incorporation and bylaws presently contain several provisions which may make Synovus a less attractive target for an acquisition of control by an outsider who lacks the support of Synovus’ board of directors.

Voting Rights; Anti-Takeover Effects; The Voting Amendment

      Under an amendment to Synovus’ Articles of Incorporation and bylaws which became effective on April 24, 1986, referred to in this document as the “voting amendment,” shareholders of Synovus common stock are entitled to ten votes on each matter submitted to a vote at a meeting of shareholders for each share of Synovus common stock which:

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      Holders of shares of Synovus common stock not described above are entitled to one vote per share for each such share. A shareholder may own both ten-vote shares and one-vote shares, in which case he or she will be entitled to ten votes for each ten-vote share and one vote for each one-vote share.

      In connection with various meetings of Synovus’ shareholders, shareholders are required to submit to Synovus’ board of directors satisfactory proof necessary for it to determine whether such shareholders’ shares of Synovus common stock are ten-vote shares. If such information is not provided to Synovus’ board of directors, shareholders who would, if they had provided such information, be entitled to ten votes per share, are entitled to only one vote per share.

      As Synovus common stock is registered with the SEC and is listed on the NYSE, Synovus common stock is subject to the provisions of an NYSE rule, which, in general, prohibits a company’s common stock and equity securities from being authorized or remaining authorized for listing on the NYSE if the company issues securities or takes other corporate action that would have the effect of nullifying, restricting or disparately reducing the voting rights of existing shareholders of the company. However, such rule contains a “grandfather” provision, under which Synovus’ voting amendment qualifies, which, in general, permits grandfathered disparate voting rights plans to continue to operate as adopted. Synovus’ management believes that all current shareholders of Synovus common stock are entitled to ten votes per share, and as such, the further issuance of any ten-vote shares would not disenfranchise any existing shareholders. In the event it is determined in the future that Synovus cannot continue to issue ten-vote shares in mergers and acquisitions, Synovus will consider repealing the voting amendment and restoring the principle of one share/one vote.

      If the transaction is approved, present shareholders of Trust One common stock, as future shareholders of Synovus common stock, will, under the voting amendment described above, be entitled to ten votes per share for each share of Synovus common stock received by them on the effective date of the transaction. Each shareholder of Trust Oneforward-looking statements. We may also acquire by purchase, stock dividend or otherwise, up to 1,139,063 additional shares of Synovus common stock which will also be entitled to ten votes per share. However, if a Trust One shareholder acquires by purchase, stock dividend or otherwise, more than 1,139,063 additional shares of Synovus common stock, he or she will be entitled to only receive one vote per share for each of the sharesmake forward-looking statements in excess of 1,139,063 shares until they have been held for four years.

      Except with respect to voting, ten-vote shares and one-vote shares are identical in all respects and constitute a single class of stock,i.e., Synovus common stock. Neither the ten-vote shares nor the one-vote shares have a preference over the other with regard to dividends or upon liquidation. Synovus common stock does not carry any preemptive rights enabling a holder to subscribe for or receive shares of Synovus common stock.

The Rights Plan

      Synovus has adopted a shareholder rights plan under which holders of shares of Synovus common stock also hold rights to purchase securities that may be exercised upon the occurrence of “triggering events.” Shareholder rights plans such as Synovus’ plan are intended to encourage potential hostile acquirors to negotiate with the board of directors of the target corporation to avoid occurrence of the “triggering events” specified in such plans. Shareholder rights plans are intended to give the directors of a target corporation the opportunity to assess the fairness and appropriateness of a proposed transaction to determine whether or not it is in the

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best interests of the corporation and its shareholders. Notwithstanding these purposes and intentions of shareholder rights plans, such plans, including that of Synovus, could have the effect of discouraging a business combination that shareholders believe to be in their best interests. The provisions of Synovus’ shareholder rights plan are discussed below.

      On April 27, 1999, the board of directors of Synovus adopted a rights plan and authorized and declared a dividend of one common stock purchase right with respect to each outstanding share of Synovus common stock outstanding on May 4, 1999, and to each holder of common stock issued thereafter until the date the rights become exercisable or the expiration or earlier redemption of the rights. Each right entitles the registered holder to purchase from Synovus one share of common stock at a price of $225.00 per share, subject to adjustment, once rights become exercisable. The description and terms of the rights are set forth in the rights agreement between Synovus and Mellon Investor Services LLC, as the rights agent.

      Initially, the rights will attach to all certificates of outstanding shares of common stock, and no separate right certificates will be distributed. The rights will become exercisable and separate from the shares of common stock upon the earlier to occur of:

      Shares of common stock beneficially owned by Synovus or any subsidiary of Synovus will not be considered outstanding for purposes of calculating the percentage ownership of any person.

      Each of the following persons will not be deemed to be an acquiring person even if they have acquired, or obtained the right to acquire beneficial ownership of 15% or more of the outstanding common stock:

      Until the distribution date or earlier redemption or expiration of the rights:

      As soon as practicable following the distribution date, separate certificates evidencing the rights will be mailed to holders of record of the shares of common stock as of the close of business on the distribution date, and such separate right certificates alone will evidence the rights. The rights are not exercisable until the distribution date. The rights will expire at the close of business on May 5, 2009, unless earlier redeemed by Synovus.

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      If any person becomes an acquiring person, each holder of a right will thereafter have the “flip-in right” to receive, upon payment of the purchase price of the right, shares of common stock, or in some circumstances, cash, property or other securities of Synovus, having a value equal to two times the purchase price of the right. Notwithstanding the foregoing, all rights that are, or were, beneficially owned by an acquiring person or any affiliate or associate of an acquiring person will be null and void and not exercisable.

      If, at any time following the stock acquisition date: (1) Synovus is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of common stock immediately before the consummation of the transaction are not the holders of all of the surviving corporation’s voting power, or (2) more than 30% of Synovus’ assets, cash flow or earning power is sold or transferred other than in the ordinary course of Synovus’ business, then each holder of a valid right shall thereafter have the “flip-over right” to receive, in lieu of shares of common stock and upon exercise and payment of the purchase price, common shares of the acquiring company having a value equal to two times the purchase price of the right. If a transaction would otherwise result in a holder’s having a flip-in as well as a flip-over right, then only the flip-over right will be exercisable. If a transaction results in a holder’s having a flip-over right after a transaction resulting in a holder’s having a flip-in right, a holder will have flip-over rights only to the extent such holder’s flip-in rights have not been exercised.

      The purchase price payable, and the number of shares of common stock or other securities or property issuable, upon exercise of the rights are subject to adjustment from time to time to prevent dilution (1) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the common stock, (2) upon the grant to holders of the common stock of rights or warrants to subscribe for common stock or convertible securities at less than the current market price of the common stock, or (3) upon the distribution to holders of the common stock of evidences of indebtedness or assets, excluding dividends payable in common stock, or of subscription rights or warrants, other than those referred to above. However, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1%.

      The number of outstanding rights and the number of shares of common stock issuable upon exercise of each right are also subject to adjustment in the event of a stock split of the common stock or a stock dividend on the common stock payable in common stock or subdivisions, consolidations or combinations of the common stock occurring, in any such case, before the distribution date.

      At any time after a person becomes an acquiring person and before the acquisition by a person of 50% or more of the outstanding common stock of Synovus, the board of directors may, at its option, issue common stock or common stock equivalents of Synovus in mandatory redemption of, or in exchange for, all or part of the then outstanding exercisable rights, other than rights owned by such acquiring person which would become null and void, at an exchange ratio of one share of common stock, or common stock equivalents equal to one share of common stock, per right, subject to adjustment.

      To the extent that, after the triggering of flip-in rights, insufficient shares of common stock are available for the exercise in full of the rights, holders of rights will receive upon exercise shares of common stock to the extent available and then cash, property or other securities of Synovus, in proportions determined by Synovus, so that the aggregate value received is equal to twice the purchase price.

      Synovus is not required to issue fractional shares of common stock. Instead, a payment in cash will be made to the holder of such rights equal to the same fraction of the current value of a share of common stock. Following the triggering of the flip-in rights, Synovus will not be required to issue fractional shares of common stock upon exercise of the rights. Instead, a payment in cash will be made to the holder of such rights equal to the same fraction of the current market value of a share of common stock.

      At any time before the distribution date, the board of directors of Synovus may redeem all, but not less than all, of the then outstanding rights at a price of $.001 per right. The redemption of the rights may be made effective at such time, on such basis and with such conditions as the board of directors in its sole discretion may establish. Immediately upon the action of the board of directors ordering redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the redemption price.

      Until a right is exercised, the holder of the right, as such, will have no rights as a shareholder of Synovus, including, without limitation, the right to vote or to receive dividends.

      The issuance of the rights is not taxable to Synovus or to shareholders under presently existing federal income tax law, and will not change the way in which shareholders can presently trade Synovus’ shares of common stock. If the rights should become exercisable, shareholders, depending on then existing circumstances, may recognize taxable income.

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      Before the stock acquisition date, the rights agreement generally may be amended by Synovus without the consent of the holders of the rights or the common stock. On or after the stock acquisition date, Synovus may amend the rights agreement only to (1) cure any ambiguity, (2) correct or supplement any provision which may be defective or inconsistent with the other provisions of the rights agreement, or (3) change or supplement the rights agreement in any other manner which Synovus may deem necessary or desirable, provided that no amendment shall adversely affect the interests of the holders of rights, other than an acquiring person and its affiliates and associates.

      A copy of the rights agreement has beenreports 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 an exhibit“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 Synovus’ Registration Statement on Form 8-A with respect to the rights filed with the SEC. The Form 8-A and the rights agreement areour management.

Staggered Board of Directors; Supermajority Approvals

      Under Synovus’ Articles of Incorporation and bylaws, Synovus’ board of directors is divided into three classes of directors serving staggered three year terms, with the terms of each class of directors to expire each succeeding year. Also under Synovus’ Articles of Incorporation and bylaws, the vote or action of shareholders possessing 66-2/3% of the votes entitled to be cast by the holders of all the issued and outstanding shares of Synovus common stock is requiredlimited to: