As filed with the Securities and Exchange Commission on March 6, 2003
                                                 Registration File No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                      ------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                      ------

                            SYNOVUS FINANCIAL CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Georgia                                              58-1134883
------------------------                                --------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                           Identification No.)

   901 Front Avenue
   Suite 301
   Columbus, Georgia                                          31901
   -----------------                                        -----------
  (Address of Principal                                     (Zip Code)
   Executive Offices)
         --------------------------------------------------------------
                             SYNOVUS FINANCIAL CORP.
 Option Plan for Conversion of Stock Options Assumed Pursuant to the Agreement
             and Plan of Merger between Synovus Financial Corp. and
                          FNB Newton Bankshares, Inc.
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
             Senior Vice President and Senior Deputy General Counsel
                             Synovus Financial Corp.
                                901 Front Avenue
                                    Suite 202
                             Columbus, Georgia 31901
                                 (706) 649-4818
             --------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
--------------------------------------------------------------------------------------------------------------------
       Title of                                      Proposed               Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be                Offering               Aggregate            Registration
      Registered             Registered           Price Per Share        Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                    <C>                     <C>
Common Stock,              249,505<f1>                $19.56<f2>            $4,880,318<f2>          $396
$1.00 par value

Common Stock Rights        249,505                       <f3>                   <f3>                   <f3>
--------------------------------------------------------------------------------------------------------------------
<FN>
  <f1>   Maximum number of shares which may be issued by Synovus Financial Corp.
         pursuant to outstanding stock options which will be assumed by Synovus
         Financial Corp. under its Agreement and Plan of Merger with FNB Newton
         Bankshares, Inc. This Registration Statement also covers any additional
         shares of common stock issued or issuable as a result of a stock split
         or stock dividend.
  <f2>   Determined pursuant to Rule 457(h) under the Securities Act of 1933
         solely for the purpose of calculating the registration fee and
         represents the average of the high and low prices of the common stock
         of Synovus Financial Corp. on the New York Stock Exchange on March 3,
         2003.
  <f3>   The common stock Rights are attached to and trade with the common stock
         of Synovus Financial Corp. The value, if any, attributable to the
         Rights is reflected in the market price of the common stock of Synovus
         Financial Corp.

</FN>
</TABLE>

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

      The following documents and information previously filed by Synovus
Financial Corp. (the ("Company") with the Securities and Exchange Commission are
incorporated herein by reference in this Registration Statement as of their
respective dates:

a. (i)   The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2001, as amended.

   (ii)  The Company's Registration Statement on Form S-4, as amended by
         Amendment No. 1, filed with the Securities and Exchange Commission
         on January 22, 2003.

b. All other reports filed pursuant to Section 13(a) or 15(d) of the
   Securities Exchange Act of 1934 (the "Exchange Act") since the end
   of the fiscal year covered by the Annual Report referred to in
   paragraph (a) above.

c. (i)   The description of the Company's common stock contained in the
         Company's Registration Statement on Form 8-A filed with the
         Securities and Exchange Commission on August 21, 1989.

   (ii)  The description of the common stock Rights of the Company appearing
         in the Form of Rights Agreement incorporated by reference to Exhibit
         4.1 of the Company's Registration Statement on Form 8-A, filed with
         the Securities and Exchange Commission on April 28, 1999, pursuant
         to Section 12 of the Exchange Act.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

Item 4.  Description of Securities.
         -------------------------

Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

      The legality of the securities offered hereby has been rendered by
Kathleen Moates, Senior Deputy General Counsel of the Company.

                                       2
<PAGE>


Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

      Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he or she is or was a
director against liability incurred in the proceeding if such individual
conducted himself or herself in good faith and such individual reasonably
believed, in the case of conduct in an official capacity, that such conduct was
in the best interests of the corporation and, in all other cases, that such
conduct was at least not opposed to the best interests of the corporation and,
in the case of any criminal proceeding, such individual had no reasonable cause
to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Georgia Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
except for reasonable expenses incurred if it is determined that the director
has met the relevant standard of conduct, or in connection with any proceeding
with respect to conduct under Section 14-2-851 of the Georgia Business
Corporation Code for which he was adjudged liable on the basis that personal
benefit was improperly received by him. Notwithstanding the foregoing, pursuant
to Section 14-2-854 of the Georgia Business Corporation Code a court may order a
corporation to indemnify a director or advance expenses if such court determines
that the director is entitled to indemnification under the Georgia Business
Corporation Code or that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not such
director met the standard of conduct set forth in subsections (a) and (b) of
Section 14-2-851 of the Georgia Business Corporation Code, failed to comply with
Section 14-2-853 of the Georgia Business Corporation Code or was adjudged liable
as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of
the Georgia Business Corporation Code.

      Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party, because he or she is or
was a director of the corporation, the corporation shall indemnify the director
against reasonable expenses incurred by the director in connection therewith.

      Section 14-2-857 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia
Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

                                       3

<PAGE>


      In accordance with Article VIII of the Company's Bylaws, every person who
is or was (and the heirs and personal representatives of such person) a
director, officer, employee or agent of the Company shall be indemnified and
held harmless by the Company from and against the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefits plan), and reasonable expenses (including attorneys' fees and
disbursements) that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company; (b) because he or she is or was serving at the request of
the Company as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee of
the corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.

      Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding shall be paid by the Company in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company, and a written affirmation of his or her good faith
belief that he or she has met the standard of conduct required for
indemnification.

      The foregoing rights of indemnification and advancement of expenses are
not intended to be exclusive of any other right to which those indemnified may
be entitled, and the Company has reserved the right to provide additional
indemnity and rights to its directors, officers, employees or agents to the
extent they are consistent with law.

      The Company carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of the
Company for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

Not applicable.

                                       4
<PAGE>



Item 8.   Exhibits.
          --------

Exhibit
Number
------

4.1       Articles of Incorporation of the Company, as amended, incorporated
          by reference to Exhibit 4(a) to the Company's Registration Statement
          on Form S-8 filed with the Securities and Exchange Commission on
          July 23, 1990 (File No. 33-35926).

4.2       Bylaws, as amended, of the Company, incorporated by reference to
          Exhibit 4.2 of the Company's Registration Statement on Form S-4, as
          amended by Amendment No.1, filed with the Securities and Exchange
          Commission on January 16, 2003 (File No. 333-102370).

4.3       Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
          the Company's Registration Statement on Form 8-A, filed with the
          Securities and Exchange Commission on April 28, 1999, pursuant to
          the Section 12 of the Exchange Act.

4.4       Agreement and Plan of Merger dated as of October 31, 2002, between
          FNB Newton Bankshares, Inc. and the Company and incorporated by
          reference to Exhibit 2 of the Company's Registration Statement on
          Form S-4, as amended by Amendment No.1, as filed with the Securities
          and Exchange Commission January 22, 2003 (File No. 333-102411).

5         Legal opinion of Kathleen Moates, Senior Deputy General Counsel of
          the Company, as to the legality of the securities being offered.

23.1      Consent of KPMG LLP.

23.2      The consent of Kathleen Moates, Senior Deputy General Counsel of the
          Company, is contained in her opinion filed as Exhibit 5.

24        Powers of Attorney contained on the signature pages of this
          Registration Statement.

Item 9.   Undertakings.
          ------------

(a)       The Company hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement to include
           any material information with respect to the plan of distribution
           not previously disclosed in the Registration Statement or any
           material change to such information in the Registration Statement.

     (2)   That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement relating to

                                       5
<PAGE>

           the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.

     (3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

(b)        The Company hereby undertakes that, for purposes of determining any
           liability under the Securities Act, each filing of the Company's
           annual report pursuant to Section 13(a) or Section 15(d) of the
           Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the
           Exchange Act) that is incorporated by reference in the Registration
           Statement shall be deemed to be a new registration statement
           relating to the securities offered therein, and the offering of such
           securities at that time shall be deemed to be the initial bona fide
           offering thereof.

(c)        Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and
           controlling persons of the Company pursuant to the foregoing
           provisions, or otherwise, the Company has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the
           Securities Act and is, therefore, unenforceable.  In the event that
           a claim for indemnification against such liabilities (other than the
           payment by the Company of expenses incurred or paid by a director,
           officer or controlling person of the Company in the successful
           defense of any action, suit or proceeding) is asserted by such
           director, officer or controlling person in connection with the
           securities being registered, the Company will, unless in the opinion
           of its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether
           such indemnification by it is against public policy as expressed in
           the Securities Act and will be governed by the final adjudication of
           such issue.


















                                       6
<PAGE>
                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Georgia, on the 6th day of
March, 2003.


                            SYNOVUS FINANCIAL CORP.
                            (Registrant)

                            By:/s/James H. Blanchard
                              --------------------------------------------------
                               James H. Blanchard,
                               Chairman of the Board and
                               Principal Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey and
Richard E. Anthony, and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
and to file the same, with all exhibits and schedules thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney(s)-in-fact and agent(s) full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


/s/William B. Turner                                Date: March 6, 2003
--------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee


/s/James H. Blanchard                               Date: March 6, 2003
--------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer


<PAGE>





/s/James D. Yancey                                  Date: March 6, 2003
--------------------------------------------
James D. Yancey,
President and Director


/s/Richard E. Anthony                               Date: March 6, 2003
--------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board


/s/Walter M. Deriso, Jr.                            Date: March 6, 2003
--------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board


/s/Elizabeth R. James                               Date: March 6, 2003
--------------------------------------------
Elizabeth R. James,
Vice Chairman of the Board


/s/Thomas J. Prescott                               Date: March 6, 2003
--------------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial Officer


                                                    Date: _______, 2003
--------------------------------------------
Daniel P. Amos,
Director


                                                    Date: _______, 2003
--------------------------------------------
Joe E. Beverly,
Director


/s/Richard Y. Bradley                               Date: March 6, 2003
--------------------------------------------
Richard Y. Bradley,
Director


                                                    Date: _______, 2003
--------------------------------------------
C. Edward Floyd,
Director




<PAGE>


/s/Gardiner W. Garrard, Jr.                         Date: March 6, 2003
--------------------------------------------
Gardiner W. Garrard, Jr.,
Director


                                                    Date: _______, 2003
--------------------------------------------
V. Nathaniel Hansford,
Director


/s/John P. Illges, III                              Date: March 6, 2003
--------------------------------------------
John P. Illges, III,
Director


                                                    Date: _______, 2003
--------------------------------------------
Alfred W. Jones III,
Director


/s/Mason H. Lampton                                 Date: March 6, 2003
--------------------------------------------
Mason H. Lampton,
Director


                                                    Date: _______, 2003
--------------------------------------------
Elizabeth C. Ogie,
Director


/s/H. Lynn Page                                     Date: March 6, 2003
--------------------------------------------
H. Lynn Page,
Director


                                                    Date: _______, 2003
--------------------------------------------
Melvin T. Stith,
Director
[{"type": "S-8", "sequence": "1", "filename": "fnbs-8.txt", "description": "FNB NEWTON S-8", "secsgml_size_bytes": 24506}]
{"company-data": {"conformed-name": "SYNOVUS FINANCIAL CORP", "cik": "0000018349", "assigned-sic": "6021", "irs-number": "581134883", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103628", "film-number": "03594310"}, "business-address": {"street1": "901 FRONT AVENUE", "street2": "STE 202 PO BOX 120", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066494818"}, "mail-address": {"street1": "901 FRONT AVE", "street2": "STE 202 PO BOX 120", "city": "COLUMBUS", "state": "GA", "zip": "31902"}, "former-company": {"former-conformed-name": "CB&T BANCSHARES INC", "date-changed": "19890912"}}
As filed with the Securities and Exchange Commission on March 6, 2003
                                                 Registration File No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                      ------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                      ------

                            SYNOVUS FINANCIAL CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Georgia                                              58-1134883
------------------------                                --------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                           Identification No.)

   901 Front Avenue
   Suite 301
   Columbus, Georgia                                          31901
   -----------------                                        -----------
  (Address of Principal                                     (Zip Code)
   Executive Offices)
         --------------------------------------------------------------
                             SYNOVUS FINANCIAL CORP.
 Option Plan for Conversion of Stock Options Assumed Pursuant to the Agreement
             and Plan of Merger between Synovus Financial Corp. and
                          FNB Newton Bankshares, Inc.
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
             Senior Vice President and Senior Deputy General Counsel
                             Synovus Financial Corp.
                                901 Front Avenue
                                    Suite 202
                             Columbus, Georgia 31901
                                 (706) 649-4818
             --------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
--------------------------------------------------------------------------------------------------------------------
       Title of                                      Proposed               Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be                Offering               Aggregate            Registration
      Registered             Registered           Price Per Share        Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,              249,505
$19.56
$4,880,318
$396
$1.00 par value

Common Stock Rights        249,505
--------------------------------------------------------------------------------------------------------------------
Maximum number of shares which may be issued by Synovus Financial Corp.
         pursuant to outstanding stock options which will be assumed by Synovus
         Financial Corp. under its Agreement and Plan of Merger with FNB Newton
         Bankshares, Inc. This Registration Statement also covers any additional
         shares of common stock issued or issuable as a result of a stock split
         or stock dividend.
Determined pursuant to Rule 457(h) under the Securities Act of 1933
         solely for the purpose of calculating the registration fee and
         represents the average of the high and low prices of the common stock
         of Synovus Financial Corp. on the New York Stock Exchange on March 3,
         2003.
The common stock Rights are attached to and trade with the common stock
         of Synovus Financial Corp. The value, if any, attributable to the
         Rights is reflected in the market price of the common stock of Synovus
         Financial Corp.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

      The following documents and information previously filed by Synovus
Financial Corp. (the ("Company") with the Securities and Exchange Commission are
incorporated herein by reference in this Registration Statement as of their
respective dates:

a. (i)   The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2001, as amended.

   (ii)  The Company's Registration Statement on Form S-4, as amended by
         Amendment No. 1, filed with the Securities and Exchange Commission
         on January 22, 2003.

b. All other reports filed pursuant to Section 13(a) or 15(d) of the
   Securities Exchange Act of 1934 (the "Exchange Act") since the end
   of the fiscal year covered by the Annual Report referred to in
   paragraph (a) above.

c. (i)   The description of the Company's common stock contained in the
         Company's Registration Statement on Form 8-A filed with the
         Securities and Exchange Commission on August 21, 1989.

   (ii)  The description of the common stock Rights of the Company appearing
         in the Form of Rights Agreement incorporated by reference to Exhibit
         4.1 of the Company's Registration Statement on Form 8-A, filed with
         the Securities and Exchange Commission on April 28, 1999, pursuant
         to Section 12 of the Exchange Act.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

Item 4.  Description of Securities.
         -------------------------

Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

      The legality of the securities offered hereby has been rendered by
Kathleen Moates, Senior Deputy General Counsel of the Company.

                                       2
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

      Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he or she is or was a
director against liability incurred in the proceeding if such individual
conducted himself or herself in good faith and such individual reasonably
believed, in the case of conduct in an official capacity, that such conduct was
in the best interests of the corporation and, in all other cases, that such
conduct was at least not opposed to the best interests of the corporation and,
in the case of any criminal proceeding, such individual had no reasonable cause
to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Georgia Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
except for reasonable expenses incurred if it is determined that the director
has met the relevant standard of conduct, or in connection with any proceeding
with respect to conduct under Section 14-2-851 of the Georgia Business
Corporation Code for which he was adjudged liable on the basis that personal
benefit was improperly received by him. Notwithstanding the foregoing, pursuant
to Section 14-2-854 of the Georgia Business Corporation Code a court may order a
corporation to indemnify a director or advance expenses if such court determines
that the director is entitled to indemnification under the Georgia Business
Corporation Code or that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not such
director met the standard of conduct set forth in subsections (a) and (b) of
Section 14-2-851 of the Georgia Business Corporation Code, failed to comply with
Section 14-2-853 of the Georgia Business Corporation Code or was adjudged liable
as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of
the Georgia Business Corporation Code.

      Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party, because he or she is or
was a director of the corporation, the corporation shall indemnify the director
against reasonable expenses incurred by the director in connection therewith.

      Section 14-2-857 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia
Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

                                       3
In accordance with Article VIII of the Company's Bylaws, every person who
is or was (and the heirs and personal representatives of such person) a
director, officer, employee or agent of the Company shall be indemnified and
held harmless by the Company from and against the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefits plan), and reasonable expenses (including attorneys' fees and
disbursements) that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company; (b) because he or she is or was serving at the request of
the Company as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee of
the corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.

      Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding shall be paid by the Company in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company, and a written affirmation of his or her good faith
belief that he or she has met the standard of conduct required for
indemnification.

      The foregoing rights of indemnification and advancement of expenses are
not intended to be exclusive of any other right to which those indemnified may
be entitled, and the Company has reserved the right to provide additional
indemnity and rights to its directors, officers, employees or agents to the
extent they are consistent with law.

      The Company carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of the
Company for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

Not applicable.

                                       4
Item 8.   Exhibits.
          --------

Exhibit
Number
------

4.1       Articles of Incorporation of the Company, as amended, incorporated
          by reference to Exhibit 4(a) to the Company's Registration Statement
          on Form S-8 filed with the Securities and Exchange Commission on
          July 23, 1990 (File No. 33-35926).

4.2       Bylaws, as amended, of the Company, incorporated by reference to
          Exhibit 4.2 of the Company's Registration Statement on Form S-4, as
          amended by Amendment No.1, filed with the Securities and Exchange
          Commission on January 16, 2003 (File No. 333-102370).

4.3       Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
          the Company's Registration Statement on Form 8-A, filed with the
          Securities and Exchange Commission on April 28, 1999, pursuant to
          the Section 12 of the Exchange Act.

4.4       Agreement and Plan of Merger dated as of October 31, 2002, between
          FNB Newton Bankshares, Inc. and the Company and incorporated by
          reference to Exhibit 2 of the Company's Registration Statement on
          Form S-4, as amended by Amendment No.1, as filed with the Securities
          and Exchange Commission January 22, 2003 (File No. 333-102411).

5         Legal opinion of Kathleen Moates, Senior Deputy General Counsel of
          the Company, as to the legality of the securities being offered.

23.1      Consent of KPMG LLP.

23.2      The consent of Kathleen Moates, Senior Deputy General Counsel of the
          Company, is contained in her opinion filed as Exhibit 5.

24        Powers of Attorney contained on the signature pages of this
          Registration Statement.

Item 9.   Undertakings.
          ------------

(a)       The Company hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement to include
           any material information with respect to the plan of distribution
           not previously disclosed in the Registration Statement or any
           material change to such information in the Registration Statement.

     (2)   That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement relating to

                                       5
the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.

     (3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

(b)        The Company hereby undertakes that, for purposes of determining any
           liability under the Securities Act, each filing of the Company's
           annual report pursuant to Section 13(a) or Section 15(d) of the
           Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the
           Exchange Act) that is incorporated by reference in the Registration
           Statement shall be deemed to be a new registration statement
           relating to the securities offered therein, and the offering of such
           securities at that time shall be deemed to be the initial bona fide
           offering thereof.

(c)        Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and
           controlling persons of the Company pursuant to the foregoing
           provisions, or otherwise, the Company has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the
           Securities Act and is, therefore, unenforceable.  In the event that
           a claim for indemnification against such liabilities (other than the
           payment by the Company of expenses incurred or paid by a director,
           officer or controlling person of the Company in the successful
           defense of any action, suit or proceeding) is asserted by such
           director, officer or controlling person in connection with the
           securities being registered, the Company will, unless in the opinion
           of its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether
           such indemnification by it is against public policy as expressed in
           the Securities Act and will be governed by the final adjudication of
           such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Georgia, on the 6th day of
March, 2003.

                            SYNOVUS FINANCIAL CORP.
                            (Registrant)

                            By:/s/James H. Blanchard
                              --------------------------------------------------
                               James H. Blanchard,
                               Chairman of the Board and
                               Principal Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey and
Richard E. Anthony, and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
and to file the same, with all exhibits and schedules thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney(s)-in-fact and agent(s) full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/William B. Turner                                Date: March 6, 2003
--------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee

/s/James H. Blanchard                               Date: March 6, 2003
--------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey                                  Date: March 6, 2003
--------------------------------------------
James D. Yancey,
President and Director

/s/Richard E. Anthony                               Date: March 6, 2003
--------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board

/s/Walter M. Deriso, Jr.                            Date: March 6, 2003
--------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board

/s/Elizabeth R. James                               Date: March 6, 2003
--------------------------------------------
Elizabeth R. James,
Vice Chairman of the Board

/s/Thomas J. Prescott                               Date: March 6, 2003
--------------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial Officer

                                                    Date: _______, 2003
--------------------------------------------
Daniel P. Amos,
Director

                                                    Date: _______, 2003
--------------------------------------------
Joe E. Beverly,
Director

/s/Richard Y. Bradley                               Date: March 6, 2003
--------------------------------------------
Richard Y. Bradley,
Director

                                                    Date: _______, 2003
--------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr.                         Date: March 6, 2003
--------------------------------------------
Gardiner W. Garrard, Jr.,
Director

                                                    Date: _______, 2003
--------------------------------------------
V. Nathaniel Hansford,
Director

/s/John P. Illges, III                              Date: March 6, 2003
--------------------------------------------
John P. Illges, III,
Director

                                                    Date: _______, 2003
--------------------------------------------
Alfred W. Jones III,
Director

/s/Mason H. Lampton                                 Date: March 6, 2003
--------------------------------------------
Mason H. Lampton,
Director

                                                    Date: _______, 2003
--------------------------------------------
Elizabeth C. Ogie,
Director

/s/H. Lynn Page                                     Date: March 6, 2003
--------------------------------------------
H. Lynn Page,
Director

                                                    Date: _______, 2003
--------------------------------------------
Melvin T. Stith,
Director