AMENDMENT NO. 1 TO RIGHTS AGREEMENT

                                                                     EXHIBIT 4.2

                                 AMENDMENT NO. 1
                                       TO
                                RIGHTS AGREEMENT

      This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") dated as of
November 23, 2005 amends that certain Amended and Restated Rights Agreement
dated as of May 14, 2002 (the "Rights Agreement") by and between Synovus
Financial Corp., a Georgia corporation (the "Company"), and Mellon Investor
Services LLC, a New Jersey limited liability company (the "Rights Agent").

      WHEREAS, Section 27 of the Rights Agreement provides that prior to the
Stock Acquisition Date, the Company may in its sole and absolute discretion and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any holders of the
Rights or the Common Stock;

      WHEREAS, the Board of Directors of the Company believes it is in the best
interests of the Company and its shareholders to so amend Section 7(a)(i) of the
Rights Agreement to accelerate the Final Expiration Date under the Rights
Agreement; and

      WHEREAS, all capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Rights Agreement.

      NOW, THEREFORE, in consideration of the above and the agreements set forth
herein, the parties hereto agree as follows:

      1.    Section 7(a)(i) of the Rights Agreement is hereby deleted in its
            entirety and replaced with the phrase "(i) the Close of Business on
            December 31, 2005 ("Final Expiration Date"),".

      2.    The Amendment may be executed in two or more counterparts, each of
            which shall be deemed an original, but all of which together shall
            constitute one and the same instrument.

      3.    Except as specially amended hereby, the Rights Agreement shall
            remain in full force and effect as is hereby ratified and confirmed.

                       [Signatures on the following page]



      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.

Attest:                                      SYNOVUS FINANCIAL CORP.

By: /s/ Xxxx Xxxxxxx Xxxxx                   By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxx Xxxxxxx Xxxxx                     Name: Xxxxxxxx Xxxxxx
Its: Staff Attorney                          Its: Senior Vice President and
                                             Senior Deputy General Counsel

Attest:                                      MELLON INVESTOR SERVICES LLC

By: /s/ Xxxx Xxxxxxx                         By: /s/ Xxxxx X. Xxxx
Name: Xxxx Xxxxxxx                           Name: Xxxxx X. Xxxx
Its: Client Relationship Executive           Its: Client Relationship Executive