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<title>fabp.htm</title>
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<TD WIDTH="20%">&nbsp;</TD>
<TD WIDTH="80%" align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
As
filed with the Securities and Exchange Commission on December 10, 2001<BR>
Registration File No.______.</FONT></TD>
</TR>
</TABLE>
<BR>

<CENTER><B>SECURITIES
AND EXCHANGE COMMISSION<BR>
</B>
                                                WASHINGTON, DC  20549<BR>
-------------<BR>
<B><BR>
 FORM S-8<BR>
</B>
                                               REGISTRATION STATEMENT<BR>
                                          UNDER THE SECURITIES ACT OF 1933<BR>
<BR>
<B>SYNOVUS
FINANCIAL CORP. <BR></B>
<BR>
                               (Exact name of registrant as specified in its charter)</CENTER>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
     <TD WIDTH=50% ALIGN=CENTER><U>Georgia </U>  </TD>
      <TD WIDTH=50% ALIGN=CENTER><U>58-1134883    </U></TD>
</TR>
<TR>
     <TD WIDTH=50% ALIGN=CENTER>(State or other jurisdiction of     </TD>
      <TD WIDTH=50% ALIGN=CENTER>(IRS Employer</TD>
</TR>
<TR>
     <TD WIDTH=50% ALIGN=CENTER>incorporation or organization)     </TD>
      <TD WIDTH=50% ALIGN=CENTER>Identification No.)</TD>
</TR>
</TABLE>

<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
     <TD WIDTH=50% ALIGN=CENTER>901 Front Avenue     </TD>
      <TD WIDTH=50% ALIGN=CENTER>&nbsp;</TD>
</TR>
<TR>
     <TD WIDTH=50% ALIGN=CENTER>Suite 301  </TD>
      <TD WIDTH=50% ALIGN=CENTER>&nbsp;</TD>
</TR>
<TR>
     <TD WIDTH=50% ALIGN=CENTER><u>Columbus, Georgia</U>   </TD>
      <TD WIDTH=50% ALIGN=CENTER> <u>31901 </U></TD>
</TR>
<TR>
     <TD WIDTH=50% ALIGN=CENTER>(Address of Principal     </TD>
      <TD WIDTH=50% ALIGN=CENTER>(Zip Code)</TD>
</TR>
<TR>
     <TD WIDTH=50% ALIGN=CENTER>Executive Offices)    </TD>
      <TD WIDTH=50% ALIGN=CENTER>&nbsp;</TD>
</TR>
</TABLE>

<CENTER>
                       --------------------------------------------------------------<BR>
<B>SYNOVUS FINANCIAL
CORP.</B>
<BR>
                 <I>Option Plan for Conversion of Stock Options Assumed Pursuant to the Agreement and<BR>
                      Plan of Merger between Synovus Financial Corp. and FABP Bancshares, Inc.</I><BR>
                                              (Full Title of the Plan)<BR>
                                  ---------------------------------------------------------------<BR>
                                                   Kathleen Moates<BR>
                               Senior Vice President and Senior Deputy General Counsel<BR>
                                               Synovus Financial Corp.<BR>
                                                  901 Front Avenue<BR>
                                                      Suite 202<BR>
                                              Columbus, Georgia  31901<BR>
                                                   (706) 649-4818<BR>
                                                                                               <BR>
                     --------------------------------------------------------------------------<BR>
                              (Name, address, including zip code, and telephone number,<BR>
                                     including area code, of agent for service)</CENTER><br>
<PRE>
---------------------------------------------------------------------------------------------------------------

                              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,         125,895(1)            $23.12(2)         $2,910,693(2)        $696
$1.00 par value
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------

Common Stock Rights   125,895                  (3)                 (3)              (3)
-------------------------------------------------------------------------------------------------
</PRE>
<TABLE CELLPADDING=0 CELLSPACING=10 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>(1)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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 FABP Bancshares, 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. </FONT> </P></TD>
</TR>
<TR  VALIGN=TOP>
<TD WIDTH=3%><P>
<P>(2)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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 December 4, 2001. </FONT></P>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>(3)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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. </FONT></P>
</TD>
</TR>
</TABLE><BR>
<PAGE>





<CENTER><B>PART II</B></CENTER><BR>

<CENTER><B>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT<BR></B></CENTER>
<BR>
  Item 3.&nbsp;&nbsp;  <U>Incorporation of Documents by Reference.</U><BR>

     <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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:</P>
<TABLE CELLPADDING=0 CELLSPACING=10 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>a.</P></TD>
<TD WIDTH=3%>
(i)</TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
 The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended.</FONT>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=3%><P>
<P>(ii)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Company&#146;s Registration Statement on S-4 filed with the Securities and
Exchange Commission on October 10, 2001. </FONT></P>
</TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=10 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>b.</P></TD>

<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the &#147;Exchange Act&#148;) since the end of the fiscal
year covered by the Annual Report referred to in paragraph (a) above.</FONT>
</TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=10 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>c.</P></TD>
<TD WIDTH=3%><P>
<P>(i)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
  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.</FONT>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=3%><P>
<p>(ii)</p></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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&#146;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. </FONT></P>
</TD>
</TR>
</TABLE>




      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>

  Item 4.&nbsp;&nbsp;  <U>Description of Securities.</U><BR>
<BR>

  Not applicable.<BR>
<BR>
  Item 5.&nbsp;&nbsp;   Interests of Named Experts and Counsel.<BR>


      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The legality of the securities offered hereby has been rendered by Kathleen Moates, Senior Deputy General Counsel of
the Company.</P>


<PAGE>


  Item 6.&nbsp;&nbsp;   <U>Indemnification of Directors and Officers.</U><BR>


     <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>

      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>

      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>



<PAGE>


      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 or 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.</P>

      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>

      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>

      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>

  Item 7.&nbsp;&nbsp;   <U>Exemption from Registration Claimed.</U><BR>

<BR>
  Not applicable.<BR>


<PAGE>

<BR>
  Item 8.&nbsp;&nbsp;   <U>Exhibits.</U><BR>

<BR>
  Exhibit<BR>
  <U>Number</U><BR>
  <BR>
<TABLE CELLPADDING=0 CELLSPACING=10 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>4.1</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Articles of Incorporation of the Company, as amended, incorporated by reference
to Exhibit 4(a) to the Company&#146;s Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on July 23, 1990 (File No.
33-35926). </FONT></P>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>4.2</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Bylaws, as amended, of the Company, incorporated by reference to Exhibit 4.2 of
the Company&#146;s Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on May 31, 2000 (File No. 333-38232). </FONT></P>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>4.3</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Form of Rights Agreement incorporated by reference to Exhibit 4.1 of the
Company&#146;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. </FONT></P>

</TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>4.4</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Agreement and Plan of Merger dated as of June 28, 2001, between FABP Bancshares,
Inc. and the Company and incorporated by reference to Exhibit 2 of the
Company&#146;s Registration Statement on Form S-4 as filed with the Securities
and Exchange Commission October 10, 2001. </FONT></P>

</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>5</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Legal opinion of Kathleen Moates, Senior Deputy General Counsel of the Company,
as to the legality of the securities being offered. </FONT></P>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>23.1</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
      Consent of KPMG LLP.</FONT>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>23.2</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

The consent of Kathleen Moates, Senior Deputy General Counsel of the Company, is
contained in her opinion filed as Exhibit 5. </FONT></P>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>
<P>24</P></TD>
<TD WIDTH=95% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
        Powers of Attorney contained on the signature pages of this Registration Statement.</FONT>
</TD>
</TR>
</TABLE><BR>

  Item 9.   <U>Undertakings.</U><BR>
 <BR>
<TABLE CELLPADDING=0 CELLSPACING=10 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>(a)</P></TD>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
        The Company hereby undertakes:</FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=3%><P>
<P>(1)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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. </FONT></P>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=3%><P>
<P>(2)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=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 the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. </FONT></P>
</TD>
</TR>
<PAGE>


<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=3%><P>
<P>(3)</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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. </FONT></P>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>(b)</P></TD>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

The Company hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Company&#146;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&#146;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. </FONT></P>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%><P>
<P>(c)</P></TD>
<TD WIDTH=3%><P>
<P>&nbsp;</P></TD>
<TD WIDTH=97% ALIGN=LEFT><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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. </FONT></P>
</TD>
</TR>
</TABLE><BR>
  acq\FABP\S-8.doc


<PAGE>
<CENTER><u>                                                     SIGNATURES
                                                     </U></CENTER>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 7th day of
December, 2001. </FONT></P><BR>

<table border="0" width="100%">
    <tr>
        <td width="50%">&nbsp;</td>
        <td width="50%">SYNOVUS FINANCIAL CORP.<br>
        (&quot;Registrant&quot;)</td>
    </tr>
</table>



<table border="0" width="100%">
    <tr>
        <td width="50%">&nbsp;</td>
        <td width="50%">By:<u>/s/ James H. Blanchard </u></td>
    </tr>
    <tr>
        <td width="50%">&nbsp;</td>
        <td width="50%">James H. Blanchard <br>
        Chairman of the Board and<br>
        Principal Executive Officer <br>
        </td>
    </tr>
</table>


<BR>
<CENTER>                                               <U>POWER OF ATTORNEY</U></CENTER>

<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>
<BR>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/William B. Turner</td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >William B. Turner, <BR>
        Director and Chairman of<br>
        the Executive Committee</td>


    </tr>
</table>

<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/James H. Blanchard</td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >James H. Blanchard, <BR>
        Chairman of the Board and<br>
        Principal Executive Officer</td>


    </tr>
</table>

<PAGE>


<BR>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/James D. Yancey     </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >James D. Yancey, <BR>
        President and Director<br>
        </td>


    </tr>
</table>
<BR>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/Richard E. Anthony </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Richard E. Anthony, <BR>
        Vice Chairman of the Board<br>
        </td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/Walter M. Deriso, Jr.  </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Walter M. Deriso, Jr., <BR>
        Vice Chairman of the Board<br>
        </td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/Elizabeth R. James </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Elizabeth R. James, <BR>
        Vice Chairman of the Board<br>
        </td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/Thomas J. Prescott </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Thomas J. Prescott   <BR>
        Executive Vice President,<br>
        Principal Accounting and Financial Officer</td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Daniel P. Amos, <BR>
        Director<br>
        </td>
    </tr>
</table>

<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Joe E. Beverly, <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>

<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/Richard Y. Bradley  </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Richard Y. Bradley,   <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>

<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >C. Edward Floyd, <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/Gardiner W. Garrard, Jr.   </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Gardiner W. Garrard, Jr.,   <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >V. Nathaniel Hansford, <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/John P. Illges, III        </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >John P. Illges, III,  <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>

<PAGE>

<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Alfred W. Jones III, <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>

<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">/s/Mason H. Lampton        </td>
        <td width="50%">Date: December 7, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Mason H. Lampton,  <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>

<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Elizabeth C. Ogie, <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>
<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >H. Lynn Page, <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>
<br>


<table width="100%" CELLPADDING=0 CELLSPACING=0 BORDER=0>
    <tr>
        <td width="50%">&nbsp; </td>
        <td width="50%">Date: __________, 2001</td>
</tr>
<tr>
        <td width="50%">---------------------------------</td>
        <td width="50%">&nbsp;</td>
</tr>
<tr>
        <td >Melvin T. Stith, <BR>
        Director<br>
        </td>
    </tr>
</table>
<br>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "fabp.htm", "description": "FORM S8 FOR FABP", "secsgml_size_bytes": 34239}]
{"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": "333-74816", "film-number": "1809439"}, "business-address": {"street1": "901 FRONT AVENUE", "street2": "STE 301", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066492267"}, "mail-address": {"street1": "P.O.BOX 120", "city": "COLUMBUS", "state": "GA", "zip": "31902"}, "former-company": {"former-conformed-name": "CB&T BANCSHARES INC", "date-changed": "19890912"}}
fabp.htm
As
filed with the Securities and Exchange Commission on December 10, 2001
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 FABP Bancshares, 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,         125,895(1)            $23.12(2)         $2,910,693(2)        $696
$1.00 par value
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------

Common Stock Rights   125,895                  (3)                 (3)              (3)
-------------------------------------------------------------------------------------------------
(1)
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 FABP Bancshares, 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.
(2)
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 December 4, 2001.
(3)
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, 2000, as amended.
(ii)
The Company's Registration Statement on S-4 filed with the Securities and
Exchange Commission on October 10, 2001.
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.
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.
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 or 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.
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-8 filed with the Securities
and Exchange Commission on May 31, 2000 (File No. 333-38232).
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 June 28, 2001, between FABP Bancshares,
Inc. and the Company and incorporated by reference to Exhibit 2 of the
Company's Registration Statement on Form S-4 as filed with the Securities
and Exchange Commission October 10, 2001.
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 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.
acq\FABP\S-8.doc
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 7th day of
December, 2001.
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: December 7, 2001
---------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard
Date: December 7, 2001
---------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey
Date: December 7, 2001
---------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony
Date: December 7, 2001
---------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr.
Date: December 7, 2001
---------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Elizabeth R. James
Date: December 7, 2001
---------------------------------
Elizabeth R. James,
Vice Chairman of the Board
/s/Thomas J. Prescott
Date: December 7, 2001
---------------------------------
Thomas J. Prescott
Executive Vice President,
Principal Accounting and Financial Officer
Date: __________, 2001
---------------------------------
Daniel P. Amos,
Director
Date: __________, 2001
---------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley
Date: December 7, 2001
---------------------------------
Richard Y. Bradley,
Director
Date: __________, 2001
---------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr.
Date: December 7, 2001
---------------------------------
Gardiner W. Garrard, Jr.,
Director
Date: __________, 2001
---------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III
Date: December 7, 2001
---------------------------------
John P. Illges, III,
Director
Date: __________, 2001
---------------------------------
Alfred W. Jones III,
Director
/s/Mason H. Lampton
Date: December 7, 2001
---------------------------------
Mason H. Lampton,
Director
Date: __________, 2001
---------------------------------
Elizabeth C. Ogie,
Director
Date: __________, 2001
---------------------------------
H. Lynn Page,
Director
Date: __________, 2001
---------------------------------
Melvin T. Stith,
Director