SYNOVUS FINANCIAL CORP — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOVUS FINANCIAL CORP (SNV)
CIK: 0000018349
Period of Report: 2014-01-31

Reporting Person: Singleton Jeffrey Barton (EVP/Synovus Finan.Mgmt.Svcs.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Stock	A	50150	$3.35	Acquired	375049	Direct
2014-01-31	Common Stock	A	33433	$3.35	Acquired	408482	Direct

Footnotes

F1: These shares are subject to market restricted stock units (the "MRSUs"). The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. Under the service-based vesting component, the MRSUs vest 1/3 each year over a three-year period subject to the reporting person's continued employment with Synovus. Under the Total Shareholder Return multiplier, the "target" amount of MRSUs which vest each year can be adjusted upward or downward 25% based upon Synovus' total shareholder return during each year.

F2: These shares are subject to performance stock units (the "PSUs"). The PSUs have a service-based vesting component as well as performance vesting requirement. Under the service-based vesting component, the PSUs vest 100% after three years subject to the reporting person's continued employment with Synovus. Under the performance vesting component, Synovus' weighted average return on average assets is measured over a three-year performance period. The actual payout of the PSUS can range from 0% to 150% of the target amount based upon Synovus' weighted average return on average assets during the performance period compared to the performance formula approved by the Compensation Committee of Synovus' Board of Directors.