0001193125-12-054888 Sample Contracts

SYNOVUS FINANCIAL CORP. as the Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Senior Indenture Dated as of February 13, 2012
Senior Indenture • February 13th, 2012 • Synovus Financial Corp • National commercial banks • New York

SENIOR INDENTURE, dated as of February 13, 2012, between Synovus Financial Corp., a Georgia corporation, as the Company, and The Bank of New York Mellon Trust Company, N.A., as Trustee.

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SYNOVUS FINANCIAL CORP. $300,000,000 7.875% Senior Notes due 2019 Underwriting Agreement
Underwriting Agreement • February 13th, 2012 • Synovus Financial Corp • National commercial banks • New York

Synovus Financial Corp., a Georgia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of $300,000,000 in principal amount of its 7.875% Senior Notes due 2019, to be issued under an indenture, to be dated as of February 13, 2012 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Securities”).

Contract
Note Agreement • February 13th, 2012 • Synovus Financial Corp • National commercial banks • New York

THIS NOTE IS A REGISTERED GLOBAL SECURITY WHICH IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT IN THE LIMITED CIRCUMSTANCES PROVIDED BY THE INDENTURE.

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