Prospectus excerpt:  Synovus is offering 12,000,000 of its Tangible Equity Units, or ÙtMEDSˆ. Each tMEDS has a stated amount of $25. Each tMEDS is a unit composed of a prepaid stock purchase contract and a junior subordinated amortizing note due May 15, 2013 issued by Synovus, which has an initial principal amount of $5.098197 per amortizing note and a scheduled final installment payment date of May 15, 2013.

On May 15, 2013, each purchase contract will automatically settle and we will deliver a number of shares of Synovus common stock, based on the applicable market value, which is the average of the daily volume weighted average prices, or VWAPs (as defined herein), of Synovus common stock on each of the 20 consecutive trading days ending on the third trading day immediately preceding May 15, 2013: if the applicable market value equals or exceeds $3.30, you will receive 7.5758 shares; if the applicable market value is greater than $2.75 but less than $3.30, you will receive a number of shares having a value, based on the applicable market value, equal to $25; and if the applicable market value is less than or equal to $2.75, you will receive 9.0909 shares.

At any time prior to the third business day immediately preceding May 15, 2013, you may settle your purchase contract early and we will deliver you 7.5758 shares of our common stock. In addition, if a fundamental change (as defined herein) occurs and you elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of shares of our common stock based on the fundamental change early settlement rate, as described herein. The purchase contract holders will not receive any cash distributions.

The amortizing notes will pay you equal quarterly installments of $0.515625 per amortizing note, which in the aggregate will be equivalent to a 8.25% cash payment per year with respect to each $25 stated amount of tMEDS. We will have the right to defer installment payments at any time and from time to time under the circumstances, and subject to the conditions, described herein, so long as such deferral period does not extend beyond May 15, 2015. The amortizing notes will be junior subordinated obligations of Synovus, and will rank (i) junior both in liquidation and right of payment, to the extent set forth in the junior subordinated debt indenture, to all of Synovus? ÙSenior Indebtednessˆ (as defined under ÙDescription of the amortizing notes?Subordinated debtˆ) and (ii) equally with all of out unsecured and junior subordinated indebtedness, whether currently existing or hereinafter created, other than junior subordinated indebtedness that is designated as junior to the amortizing notes.

Each tMEDS may be separated into its constituent purchase contract and amortizing note after the initial issuance date of the tMEDS.

Synovus will apply to list the tMEDS on the New York Stock Exchange under the symbol ÙSNV PR T.ˆ If approved for listing, Synovus expects that the tMEDS will begin trading on the New York Stock Exchange within 30 days after the tMEDS are first issued. However, Synovus will not initially apply to list the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system, but it may list such separate purchase contracts and separate amortizing notes in the future as described herein. Prior to this offering, there has been no public market for the tMEDS. Synovus common stock is listed on the New York Stock Exchange under the symbol ÙSNV.ˆ The last reported sale price of Synovus common stock on the New York Stock Exchange on April 28, 2010 was $3.18 per share.