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

Exhibit 99.5

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.
DIRECTOR 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.

     Director Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Director 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.
DIRECTOR STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2009 and 2008

	2009		2008
Assets
Common stock of Synovus Financial Corp., at fair value — 2,745,795 shares (cost $28,846,841) in 2009 and 1,993,812 shares (cost $28,809,091) in 2008	$	5,628,881		16,548,639
Dividends receivable		27,480		119,947
	$	5,656,361		16,668,586
Plan Equity
Plan equity (525 and 563 participants in 2009 and 2008, respectively)	$	5,656,361		16,668,586

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
DIRECTOR 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	$	96,572			862,594			1,453,090
Realized (loss) gain on distributions to participants (note 7)		(2,424,555	)		(1,078,302	)		5,401,937
Unrealized depreciation of common stock of Synovus Financial Corp. (note 6)		(10,957,508	)		(26,744,645	)		(16,716,909	)
Total investment loss		(13,285,491	)		(26,960,353	)		(9,861,882	)
Contributions (note 5):
Participants		2,162,468			2,433,362			2,550,700
Synovus Financial Corp. and participating subsidiaries		1,081,234			1,216,682			1,275,350
Total contributions		3,243,702			3,650,044			3,826,050
Withdrawals by participants — common stock of Synovus Financial Corp., at fair value (266,196 shares in 2009, 211,257 shares in 2008, and 349,619 shares in 2007) (note 7)		(970,436	)		(2,110,596	)		(10,688,739	)
Decrease in Plan equity		(11,012,225	)		(25,420,905	)		(16,724,571	)
Plan equity at beginning of year		16,668,586			42,089,491			58,814,062
Plan equity at end of year	$	5,656,361			16,668,586			42,089,491

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(1)	Description of the Plan
	The Synovus Financial Corp. Director Stock Purchase Plan (the Plan) was implemented as of January 1, 1985. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ directors to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and by Synovus and its participating subsidiaries (the Participating Companies).
	Synovus serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the board of directors of any of the Participating Companies is eligible to participate in the Plan. Participants may contribute to the Plan only through automatic transfers of contributions from their designated demand deposit accounts. Contributions by directors of participating subsidiaries may not exceed $1,000 per calendar quarter. Contributions by directors of Synovus may not exceed $5,000 per calendar quarter. Matching contributions to the Plan are to be made by the Participating Companies 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 part of the full number of shares in 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.
	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. A participant who terminates his or her participation in the Plan may not reenter the Plan until the expiration of a six-month waiting period.
	Participation in the Plan shall automatically terminate upon termination of a participant’s status as a director whether by death, retirement, resignation, or otherwise.
	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 the Participating Companies prior to the date of such amendment or termination.
	Synovus reserves the right to suspend Participating Company contributions to the Plan if its board of directors feels that Synovus’ financial condition warrants such action.

(Continued)

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SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

(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 Companies are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2009, Plan investments include 7,533 shares held by three terminated directors 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.

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.

(Continued)

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SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

	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 the Participating Company. 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.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

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

	2009				2008				2007
	Participating				Participating				Participating
Participating Company	Companies		Participants		Companies		Participants		Companies		Participants
Synovus Financial Corp.	$	78,750		157,500		226,250		452,500		230,000		460,000
Columbus Bank and Trust Company		127,556		255,111		77,222		154,444		81,333		162,667
Commercial Bank and Trust Company of Troup County		27,500		55,000		33,333		66,667		34,000		68,000
Commercial Bank of Thomasville		26,000		52,000		26,000		52,000		26,000		52,000
SB&T		56,722		113,444		44,667		89,333		45,333		90,667
Sumter Bank and Trust Company		—		—		18,000		36,000		18,667		37,333
The Coastal Bank of Georgia		35,889		71,778		38,789		77,578		36,333		72,667
First State Bank and Trust Company		30,667		61,333		30,667		61,333		30,667		61,333
Cohutta Banking Company		14,000		28,000		19,167		38,333		16,611		33,221
Bank of Coweta		20,000		40,000		18,667		37,333		20,000		40,000
Citizens Bank and Trust of West Georgia		—		—		—		—		30,000		60,000
First Community Bank of Tifton		20,000		40,000		20,000		40,000		20,000		40,000
Community Bank & Trust of Southeast Alabama		16,000		32,000		17,500		35,000		18,000		36,000
CB&T Bank of Middle Georgia		34,000		68,000		42,667		85,333		42,000		84,000
First Coast Community Bank		11,833		23,667		16,000		32,000		16,000		32,000
CB&T of East Alabama		12,111		24,221		12,444		24,888		12,944		25,888
Sea Island Bank		32,500		65,000		34,000		68,000		33,167		66,333
Citizens First Bank		32,167		64,333		23,833		47,667		23,167		46,333
AFB&T		32,875		65,750		25,478		50,956		24,383		48,767
Vanguard Bank and Trust		—		—		—		—		22,000		44,000
Bank of Pensacola		—		—		—		—		35,333		70,667
Coastal Bank and Trust of Florida		45,500		91,000		53,833		107,667		—		—
First Commercial Bank of Birmingham		34,000		68,000		24,833		49,667		26,000		52,000
The Bank of Tuscaloosa		44,667		89,333		46,000		92,000		47,833		95,667
Sterling Bank		20,000		40,000		20,000		40,000		20,000		40,000
First National Bank of Jasper		18,333		36,667		18,833		37,667		20,167		40,333
First Commercial Bank of Huntsville		18,667		37,333		18,167		36,333		16,389		32,778
Tallahassee State Bank		14,278		28,556		17,667		35,333		16,000		32,000
Peachtree National Bank		—		—		—		—		14,000		28,000
Citizens & Merchants State Bank		—		—		—		—		42,867		85,734
The National Bank of South Carolina		56,167		112,333		38,333		76,667		34,833		69,667
Bank of North Georgia		115,722		231,444		134,055		268,111		72,991		145,981
Georgia Bank & Trust		12,833		25,667		15,167		30,333		16,000		32,000
The Bank of Nashville		15,000		30,000		16,000		32,000		12,500		25,000
First Nation Bank		—		—		—		—		12,000		24,000
Trust One Bank		13,333		26,667		17,444		34,889		21,500		43,000
Synovus Bank of Jacksonville		20,332		40,664		21,999		43,997		21,332		42,664
Cohutta Banking Company of Tennessee		—		—		—		—		5,833		11,667
First Florida Bank		—		—		—		—		12,000		24,000
Synovus Bank		43,832		87,667		49,667		99,333		47,167		94,333
Total contributions	$	1,081,234		2,162,468		1,216,682		2,433,362		1,275,350		2,550,700

(Continued)

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SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2009, 2008, and 2007

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

	2009			2008			2007
Unrealized (depreciation) appreciation at end of year	$	(23,217,960	)		(12,260,452	)		14,484,193
Unrealized (depreciation) appreciation at beginning of year		(12,260,452	)		14,484,193			31,201,102
Unrealized depreciation for the year	$	(10,957,508	)		(26,744,645	)		(16,716,909	)

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

	2009			2008			2007
Fair value at date of distribution or redemption of shares of Synovus common stock	$	970,436			2,110,596			10,688,739
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		3,394,991			3,188,898			5,286,802
Total realized (loss) gain	$	(2,424,555	)		(1,078,302	)		5,401,937

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