Synovus Financial (SNV) 10-K/A 2009 FY Annual report (amended)

Exhibit 99.4

FORM 11-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number 1-10312

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2009, 2008, and 2007

(With Report of Independent Registered Public Accounting Firm Thereon)

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Synovus Financial Corp.
 Employee Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) as of December 31, 2009 and 2008, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2009. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 2009 and 2008, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP
Atlanta, Georgia

April 23, 2010

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2009 and 2008

	2009		2008
Assets
Common stock of Synovus Financial Corp., at fair value – 6,882,871 shares (cost $58,007,250) in 2009 and 3,503,606 shares (cost $61,576,914) in 2008	$	14,109,885		29,079,931
Dividends receivable		68,477		205,084
Contributions receivable		620,761		734,039
	$	14,799,123		30,019,054
Plan Equity
Plan equity (4,310 and 4,639 participants in 2009 and 2008, respectively)	$	14,799,123		30,019,054

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2009, 2008, and 2007

	2009			2008			2007
Investment income (loss):
Dividend income	$	215,057			1,374,275			1,992,143
Realized (loss) gain on distributions to participants (note 7)		(14,778,707	)		(10,211,752	)		3,672,475
Unrealized depreciation of common stock of Synovus Financial Corp. (note 6)		(11,400,381	)		(31,191,969	)		(20,156,290	)
Total investment loss		(25,964,031	)		(40,029,446	)		(14,491,672	)
Contributions (note 5):
Participants		11,240,964			12,704,261			12,289,728
Participating Employers		5,621,254			6,352,679			6,145,401
Total contributions		16,862,218			19,056,940			18,435,129
Withdrawals by participants – common stock of Synovus Financial Corp., at fair value (1,787,738 shares in 2009, 1,028,403 shares in 2008, and 586,786 shares in 2007) (note 7)		(6,118,118	)		(10,880,938	)		(17,734,489	)
Decrease in Plan equity		(15,219,931	)		(31,853,444	)		(13,791,032	)
Plan equity at beginning of year		30,019,054			61,872,498			75,663,530
Plan equity at end of year	$	14,799,123			30,019,054			61,872,498

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(1)	Description of the Plan
	The Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) was implemented as of January 15, 1979. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ employees to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and by Synovus and its subsidiaries (the Participating Employers).
	Synovus serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	All employees who work 20 hours per week or more are eligible to participate in the Plan on the first payroll date after completing three months of continuous employment. The Plan also permits a participant who has successfully completed the State of Georgia’s Intellectual Capital Partnership Program (ICAPP) to begin participation in the Plan immediately upon the participant’s commencement of employment with a Participating Employer.
	Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum allowable contribution ranges from 3% to 7% of compensation based on years of service. The minimum allowable contribution is 1% of compensation. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.
	The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.
	The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were precluded from receiving matching contributions from the Participating Employers for a specified period of time. Effective January 23, 2002, the Plan was amended to remove the above-mentioned restriction on receiving matching contributions upon a withdrawal of shares from the Plan.
	The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his or her discretion, (i) the full number of shares of Synovus common stock held on his or her behalf by the Agent, together with a check for any fractional share interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held on his or her behalf by the Agent.
	Participation in the Plan shall automatically terminate upon termination of a participant’s employment whether by death, retirement, or otherwise.

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

	Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or her, or his or her Participating Employer prior to the date of such amendment or termination.
	Synovus reserves the right to suspend Participating Employer contributions to the Plan if its board of directors feels that Synovus’ financial condition warrants such action.
(2)	Summary of Significant Accounting Policies
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
	The investment in Synovus common stock is stated at fair value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such securities are traded. The December 31, 2009 and 2008 fair values were $2.05 per share and $8.30 per share, respectively.
	The Plan’s investment in the common stock of Synovus is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.
	The realized gain or loss on distributions to participants is determined by computing the difference between the average cost per share and the fair value per share at the date of the distribution to the participants, less transaction costs.
	Purchases and sales of Synovus common stock are reflected on a trade-date basis. Dividend income is accrued on the record date.
	Contributions by participants and Participating Employers are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2009, Plan investments include 5,543 shares held by five terminated employees who have not yet requested distribution in accordance with the terms of the Plan.
(3)	Fair Value Measurements
	The Plan estimates the fair value of its assets consistent with the provisions of the accounting standard for fair value measurements and disclosures. The accounting standard provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the accounting standard are described below:

Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access.

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

Level 2 – inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

	In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s investment in Synovus common stock is considered a Level 1 input under the fair value hierarchy.
	Management of the Plan also believes that the carrying amount of the receivables is a reasonable approximation of fair value due to their short-term nature.
(4)	Tax Status of the Plan
	The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their Participating Employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(5)	Contributions
	Contributions by Participating Employers and by participants are as follows:

	2009				2008				2007
	Participating				Participating				Participating
Participating company	Employers		Participants		Employers		Participants		Employers		Participants
Synovus Financial Co rp.	$	1,517,566		3,034,999		1,426,799		2,853,998		1,362,408		2,726,269
Columbus Bank and Trust Company		477,089		954,170		599,107		1,199,193		573,581		1,147,220
Commercial Bank and Trust Company of Troup County		21,998		43,970		34,335		68,662		37,236		74,448
Commercial Bank of Thomas ville		56,051		112,100		74,832		149,661		72,805		145,545
SB&T		82,649		165,270		62,458		124,909		57,525		115,048
Sumter Bank and Trust Company		6,842		13,684		44,819		89,639		48,271		96,542
The Coastal Bank of Georgia		56,556		113,112		74,253		148,502		71,857		143,773
First State Bank and Trust Company		43,962		87,924		47,269		94,536		47,769		95,346
Cohutta Banking Company		63,814		127,627		64,439		128,911		53,273		106,498
Bank of Coweta		53,327		106,662		63,172		126,335		62,367		124,704
Citizens Bank & Trust of West Georgia		—		—		70,159		140,306		98,015		195,869
Synovus Securities , Inc.		152,509		304,872		146,233		292,371		125,164		250,254
Community Bank and Trust of Southeast Alabama		60,296		120,580		58,572		117,143		49,290		98,580
Tallahassee State Bank		26,232		52,464		28,515		57,030		25,199		50,398
CB&T Bank of Middle Georgia		44,687		89,373		61,845		123,688		64,561		128,867
First Community Bank of Tifton		35,288		70,577		45,381		90,760		45,649		91,374
CB&T of East Alabama		44,416		88,833		49,096		98,192		42,991		86,080
Sea Is land Bank		100,687		201,373		106,287		212,573		87,746		175,489
Citizens First Bank		39,286		78,572		47,662		95,323		46,668		93,332
First Coast Community Bank		28,665		57,330		32,093		64,140		31,197		62,393
Bank of Pensacola		—		—		137,531		275,062		126,789		253,541
Vanguard Bank and Trust		—		—		71,095		142,189		79,304		158,470
The National Bank of Walton County		—		—		29,204		58,406		39,739		79,478
AFB&T		219,009		438,019		214,628		429,256		192,664		385,297
First Commercial Bank of Birmingham		218,691		437,380		252,259		504,459		237,228		474,230
First National Bank of Jasper		88,337		176,668		96,379		192,750		97,241		194,476
Sterling Bank		57,662		114,631		67,672		134,865		66,592		132,484
The Bank of Tuscaloosa		44,162		88,323		67,584		135,165		70,844		141,681
First Commercial Bank of Huntsville		82,685		165,371		94,867		189,734		83,985		167,971
Peachtree National Bank		—		—		—		—		35,438		70,876
Synovus Mortgage Corp.		244,529		489,056		195,673		391,313		219,133		438,031
Citizens & Merchants State Bank		—		—		23,938		47,876		26,122		52,243
Synovus Trust Company		262,998		525,996		317,722		635,388		305,904		611,995
The National Bank of South Carolina		340,799		681,599		384,771		769,527		376,145		752,260
Bank of North Georgia		487,986		975,998		562,074		1,124,114		462,183		924,117
Georgia Bank & Trust		56,682		113,363		65,592		131,183		58,091		116,179
Total Technology Ventures		2,317		4,634		10,981		21,961		11,137		22,273
Synovus Insurance of Georgia		68		136		2,954		5,907		12,051		24,102
Creative Financial Group		92,211		184,423		108,516		216,977		105,252		210,190
GLOBALT, Inc.		71,803		143,317		70,590		139,741		62,789		125,511
The Bank of Nashville		59,001		118,002		73,976		147,941		69,010		138,015
First Nation Bank		—		—		—		—		41,820		83,584
Synovus Bank of Jacksonville		43,203		86,407		48,192		96,385		41,600		83,201
Trust One Bank		55,203		110,171		78,198		156,353		73,391		146,628
Synovus Insurance of Florida		—		—		195		388		212		425
Synovus Insurance of Alabama		—		—		84		168		605		1,210
First Florida Bank		—		—		35,133		70,202		55,155		110,307
Cohutta Banking Company of Tennessee		—		—		4,549		9,097		8,649		17,417
Synovus Bank		149,856		299,712		200,996		401,982		182,756		365,507
Coastal Bank and Trust of Florida		130,872		261,745		—		—		—		—
Synovus Title II LLC		1,260		2,521		—		—		—		—
Total contributions	$	5,621,254		11,240,964		6,352,679		12,704,261		6,145,401		12,289,728

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(6)	Unrealized Depreciation in Common Stock of Synovus Financial Corp.
	Changes in unrealized depreciation in Synovus common stock are as follows:

	2009			2008			2007
Unrealized depreciation at end of year	$	(43,897,365	)		(32,496,984	)		(1,305,015	)
Unrealized (depreciation) appreciation at beginning of year		(32,496,984	)		(1,305,015	)		18,851,275
Unrealized depreciation for the year	$	(11,400,381	)		(31,191,969	)		(20,156,290	)

(7)	Realized (Loss) Gain on Withdrawal/Distributions to Participants
	The (loss) gain realized on withdrawal/distributions to participants is summarized as follows:

	2009			2008			2007
Fair value at dates of distribution or redemption of shares of Synovus common stock	$	6,118,118			10,880,938			17,734,489
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		20,896,825			21,092,690			14,062,014
Total realized (loss) gain	$	(14,778,707	)		(10,211,752	)		3,672,475

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