18349--3/1/2010--SYNOVUS_FINANCIAL

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{financial, litigation, operation}

{condition, economic, financial}

{tax, income, asset}

{regulation, government, change}

{debt, indebtedness, cash}

{capital, credit, financial}

{stock, price, share}

{regulation, change, law}

{loss, insurance, financial}

{cost, contract, operation}

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{loan, real, estate}

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{stock, price, operating}

Our allowance for loan losses may not be adequate to cover actual losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition and results of operations. We will realize additional future losses if the proceeds we receive upon liquidation of assets are less than the carrying value of such assets. Recent turmoil in the real estate markets and the tightening of credit have adversely affected the financial services industry and may continue to adversely affect our business, financial condition and results of operations. We may be unable to successfully implement the Charter Consolidation and we may not realize the expected benefits from the Charter Consolidation. If economic conditions worsen or regulatory capital rules are modified, we may be required to undertake one or more strategic initiatives to improve our capital position. The regulators of our individual banks may require our individual banks to maintain a higher level of capital than we currently anticipate, which could adversely affect our liquidity at the holding company and require us to raise additional capital. Issuance of additional shares of our common stock in the public markets and other capital management or business strategies that we may pursue could depress the market price of our common stock and result in the dilution of our existing shareholders. Further adverse changes in our credit rating could increase the cost of our funding from the capital markets. Our net interest income could be negatively affected by the lower level of short-term interest rates, recent developments in the credit and real estate markets and competition in our primary market area. Diminished access to alternative sources of liquidity could adversely affect our net income, net interest margin and our overall liquidity. Current levels of market volatility are unprecedented, and may result in disruptions in our ability to access sources of funds, which may negatively affect our capital resources and liquidity. Changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets, may adversely affect financial results. We may be unable to receive dividends from our subsidiary banks, and we may be required to contribute capital to those banks, which could adversely affect our liquidity and cause us to raise capital on terms that are unfavorable to us. Our access to funds from our subsidiaries may become limited, thereby restricting our ability to make payments on our obligations or dividend payments on our capital stock. We may be unable to pay dividends on our common stock. As a financial services company, adverse changes in general business or economic conditions could have a material adverse effect on our financial condition and results of operations. Future losses will result in an additional valuation allowance to our deferred tax assets and impair our ability to recover our deferred tax asset during 2010. Issuances or sales of common stock or other equity securities could result in an ownership change as defined for U.S. federal income tax purposes. In the event an ownership change were to occur, our ability to fully utilize a significant portion of our U.S. federal and state tax net operating losses could be impaired, and we could lose certain built-in losses that have not been recognized for tax purposes as a result of the operation of Section 382 of the Internal Revenue Code of 1986, as amended. We face intense competition from other financial service providers. Our financial condition and outlook may be adversely affected by damage to our reputation. Maintaining or increasing market share depends on the timely development of and acceptance of new products and services and perceived overall value of these products and services by users. The trade, monetary and fiscal policies and laws of the federal government and its agencies, including interest rate policies of the Federal Reserve Board, significantly affect our earnings. We are heavily regulated by federal and state agencies; changes in laws and regulations or failures to comply with such laws and regulations may adversely affect our operations and our financial results. We presently are subject to, and in the future may become subject to, additional supervisory actions and/or enhanced regulation that could have a material negative effect on our business, operating flexibility, financial condition and the value of our common stock. Recent legislative and regulatory initiatives applicable to TARP recipients could adversely impact our ability to attract and retain key employees and pursue business opportunities and put us at a competitive disadvantage vis- -vis our competitors. As a result of our participation in the Capital Purchase Program and the Temporary Liquidity Guarantee Program, we may become subject to additional regulation, and we cannot predict the cost or effects of compliance at this time. Regulation of the financial services industry is undergoing major changes, and future legislation could increase our cost of doing business or harm our competitive position. We may be required to pay significantly higher FDIC premiums in the future. We rely on our systems and employees, and any failures or departures could materially adversely affect our operations. We must respond to rapid technological changes, and these changes may be more difficult or expensive than anticipated. Fluctuations in our expenses and other costs could adversely affect our financial results. Increases in the costs of services and products provided to us by third parties could adversely affect our financial results. Changes in accounting policies and practices, as may be adopted by the regulatory agencies, the Financial Accounting Standards Board, or other authoritative bodies, could materially impact our financial statements. The costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, operating results and financial condition. We are named in a purported federal securities class action lawsuit and several related suits and inquiries, and if we are unable to resolve these matters favorably, then our business, operating results and financial condition would suffer. Our stock price has been and is likely to be volatile and the value of your investment may decline. Our articles of incorporation, as well as certain banking laws and regulations, may have an anti-takeover effect.

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18349--3/1/2010--SYNOVUS_FINANCIAL_CORP