SYNOVUS FINANCIAL CORP
S-4, 1998-07-10
NATIONAL COMMERCIAL BANKS
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          As filed with the Securities and Exchange Commission on July 10, 1998
                                             Registration File No._____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                          -----------------------------
                                    FORM S-4
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             Synovus Financial Corp.
             (Exact Name of registrant as specified in its charter)

   Georgia                              6022                          58-1134883
(State or other                 (Primary Standard               (I.R.S. Employer
 jurisdiction of                    Industrial                    Identification
 incorporation of                 Classification                         Number)
 organization)                     Code Number)
                          Suite 301, One Arsenal Place
                                901 Front Avenue
                             Columbus, Georgia 31901
                                 (706) 649-2387
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                      ------------------------------------
        Kathleen Moates, Senior Vice President and Deputy General Counsel
                             Synovus Financial Corp.
                          Suite 202, One Arsenal Place
                                901 Front Avenue
                             Columbus, Georgia 31901
                                 (706) 649-4818

 (Name, Address, including zip code, and Telephone Number of Agent for Service)

                     Approximate date of commencement of the
                       proposed sale of the securities to
                                   the public:

         The date of  mailing the Proxy Statement/Prospectus to the shareholders
of Community Bank Capital Corporation.

         If the  securities  being  registered on this Form are being offered in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box. _____

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. ________

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. ______


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of                                    Proposed           Proposed
each class of              Amount           maximum            maximum
securities                 to be            offering           aggregate        Amount of
to be registered           registered       price per unit     offering price   registration fee
- ----------------           ----------       --------------     --------------   ----------------
<S>                        <C>              <C>                <C>              <C>
Common Stock               4,002,253<F1>    <F2>               <F2>              $6,726
$1.00 par value

Common Stock
Rights                     4,002,253        <F3>               <F3>             <F3>

- ----------------------
<FN>
<F1>     Maximum  number of shares which may be issued by  Registrant  under its
         Agreement in connection  with the acquisition of Community Bank Capital
         Corporation.

<F2>     Determined pursuant to Rule 457(f)(2) under the Securities Act of 1933,
         as amended, solely for the purpose of calculating the registration fee.
         Based upon the book value of common  stock of  Community  Bank  Capital
         Corporation at June 30, 1998,  there being 688,500 shares of such stock
         issued and outstanding on that date,  having an aggregate book value on
         that date of approximately  $22,800,000.

<F3>     The Common Stock Rights (the  "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>

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


                       COMMUNITY BANK CAPITAL CORPORATION
                        Haynes Bridge at Westside Parkway
                              8025 Westside Parkway
                            Alpharetta, Georgia 30004

                                  July __, 1998

Dear Shareholder:

         You are cordially  invited to attend a special  meeting of shareholders
(the "Special  Meeting") of Community  Bank Capital  Corporation  ("CBCC") to be
held at 9:30 a.m., local time, on August __, 1998 at CBCC's headquarters at 8025
Westside Parkway, Alpharetta, Georgia 30004.

         As described in the enclosed Proxy Statement/Prospectus, at the Special
Meeting you will be asked to  consider  and vote upon an  Agreement  and Plan of
Merger (the  "Merger  Agreement"),  dated June 5, 1998,  by and between CBCC and
Synovus  Financial  Corp.  ("Synovus").  The Merger  Agreement  provides for the
Merger  of CBCC  with and into  Synovus  and for the  Bank of North  Georgia  to
operate as a separate subsidiary of Synovus after the Merger. The material terms
of   the   Merger    Agreement   are    described   in   the   enclosed    Proxy
Statement/Prospectus.

         CBCC's Board of Directors has unanimously approved the Merger Agreement
and recommends that you vote FOR the proposed Merger.

         Whether or not you plan to attend the  Special  Meeting in person,  you
are  requested to  complete,  date,  and sign the  enclosed  proxy and return it
promptly in the enclosed  envelope as soon as possible.  If you decide to attend
the Special  meeting and wish to change your proxy vote, you may do so by voting
in person at the Special  Meeting.  If you need  assistance in  completing  your
Proxy, please call Gerri Teel or me.

                                                     Very truly yours,

                                                     Gordon R. Teel
                                                     Chairman and CEO


                       COMMUNITY BANK CAPITAL CORPORATION

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

         Notice is hereby given that a Special  Meeting (the "Special  Meeting")
of Shareholders of Community Bank Capital  Corporation  ("CBCC") will be held at
9:30  a.m.,  local  time,  on August  __,  1998 at CBCC's  headquarters  at 8025
Westside Parkway, Alpharetta, Georgia 30004 for the following purposes:

         To  consider  and vote  upon a  proposal  to merge  CBCC  with and into
Synovus   Financial  Corp.   ("Synovus"),   with  Synovus  being  the  resulting
corporation of the merger (the "Merger"), upon the terms and conditions provided
for in the  Agreement  and  Plan of  Merger  dated  June 5,  1998  (the  "Merger
Agreement"), and to consider and act upon all matters necessary or incidental to
the Merger Agreement and the Merger; and

         To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.

         Shareholders  of CBCC shall have the right to dissent to the Merger and
receive  payment in cash of the fair value for their shares of CBCC Common Stock
upon compliance  with the procedures set forth in Section  14-2-1301 et. seq. of
the Official Code of Georgia Annotated,  as amended, a copy of which is attached
as Appendix "B" to the Proxy  Statement/Prospectus which accompanies this Notice
of Special Meeting of Shareholders.

         Only  shareholders  of record at the close of business on July __, 1998
will be entitled to receive notice of and to vote at the Special  Meeting or any
adjournment thereof.

                                             By Order of the Board of Directors

Alpharetta, Georgia                          Gordon R. Teel
July __, 1998                                Chairman and CEO

WHETHER OR NOT YOU PLAN TO ATTEND  THE  SPECIAL  MEETING  OF CBCC  SHAREHOLDERS,
PLEASE  VOTE,  DATE,  SIGN AND RETURN  THE  ACCOMPANYING  PROXY IN THE  ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, SO THAT CBCC
MAY BE ASSURED OF THE  PRESENCE  OF A QUORUM AT THE SPECIAL  MEETING.  IF YOU DO
ATTEND THE SPECIAL MEETING, YOU MAY, IF YOU WISH, VOTE IN PERSON.

                                 --------------------

THE BOARD OF DIRECTORS OF CBCC  RECOMMENDS THAT THE HOLDERS OF CBCC COMMON STOCK
VOTE FOR APPROVAL OF THE MERGER AGREEMENT AND AUTHORIZATION OF THE MERGER.


                                   PROSPECTUS
                                       OF
                             SYNOVUS FINANCIAL CORP.
                        4,002,253 SHARES OF COMMON STOCK
 
                                PROXY STATEMENT
                                       OF
                       COMMUNITY BANK CAPITAL CORPORATION
                      FOR A SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON __________, 1998
                        CALLED TO CONSIDER THE AGREEMENT
                            PROVIDING FOR THE MERGER

         This Proxy  Statement/Prospectus  relates to the issuance in the Merger
described herein,  pursuant to which Community Bank Capital Corporation ("CBCC")
will be merged  with and into  Synovus  Financial  Corp.  ("Synovus"),  of up to
4,002,253  shares  of  common  stock  of  Synovus  in  exchange  for  all of the
outstanding shares of common stock of CBCC (the "Merger").

         At the Special Meeting,  CBCC  shareholders will be asked to approve an
Agreement and Plan of Merger dated June 5, 1998 (the "Merger Agreement"), by and
between CBCC and Synovus.  The Merger  Agreement is attached as Appendix "A" and
is incorporated herein by reference.

         The Merger Agreement  provides that on the effective date of the Merger
(the  "Effective  Date") all holders of the $1.00 par value common stock of CBCC
("CBCC  Common  Stock"),  except  dissenting  shareholders,  will be entitled to
receive  5.43489  (less  fractional  shares for which cash shall be paid in lieu
thereof) of the $1.00 par value common stock of Synovus ("Synovus Common Stock")
for each share of CBCC Common Stock held of record. See "THE MERGER."

         This Proxy  Statement/Prospectus  was first mailed to CBCC shareholders
on or about _________, 1998.

THE  SECURITIES OF SYNOVUS TO BE ISSUED IN  CONNECTION  WITH THE MERGER HAVE NOT
BEEN APPROVED OR DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION OR ANY
STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROXY  STATEMENT/PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.  THE SHARES OF SYNOVUS  COMMON  STOCK  OFFERED  HEREBY ARE NOT  SAVINGS
ACCOUNTS,  DEPOSITS,  OR OTHER OBLIGATIONS OF A BANK OR SAVINGS  ASSOCIATION AND
ARE NOT  INSURED  BY THE  FEDERAL  DEPOSIT  INSURANCE  CORPORATION  OR ANY OTHER
GOVERNMENTAL AGENCY.

The Date of this Proxy Statement/Prospectus is _______, 1998.


                                TABLE OF CONTENTS

Caption                                                               Page

AVAILABLE INFORMATION....................................................1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE........................1
SUMMARY OF PROXY STATEMENT/PROSPECTUS....................................4
         The Companies and Their Businesses..............................4
         CBCC Special Shareholders' Meeting..............................5
         The Merger......................................................5
         Reasons for the Merger; Recommendation of Board of Directors....5
         Opinion of Financial Advisor....................................6
         Votes Required..................................................6
         Dissenters' Rights..............................................6
         Interests of Certain Persons
           in the Merger.................................................7
         Tax Opinion.....................................................8
         Accounting Treatment............................................8
         Conditions to the Merger; Regulatory Approvals..................8
         Effective Date..................................................9
         Waiver and Amendment............................................9
         Termination.....................................................9
         Description of Stock and Effect of Merger
           on Rights of CBCC Shareholders................................9
         Markets and Market Prices......................................10
COMPARATIVE PER SHARE DATA..............................................10
SELECTED FINANCIAL DATA.................................................12
THE SPECIAL MEETING.....................................................14
         General Information............................................14
         Voting Information.............................................14
THE MERGER..............................................................15
         The Merger Agreement...........................................15
         Terms of the Merger............................................16
         Recommendation of CBCC Board of Directors; Background of
           and Reasons for the Merger...................................17
         Opinion of Financial Advisor...................................19
         Conditions to the Merger.......................................24
         Regulatory Approvals...........................................26
         Waiver and Amendment...........................................26
         Termination....................................................26
         Interests of Certain Persons in the Merger.....................27
         Employee Benefits..............................................29
         Tax Opinion....................................................29
         Accounting Treatment...........................................30
         Expenses.......................................................30
         Resales of Synovus Common Stock................................30
         NYSE Listing...................................................31

                                        i


DESCRIPTION OF STOCK AND EFFECT OF MERGER
  ON RIGHTS OF CBCC SHAREHOLDERS........................................31
         Synovus Common Stock...........................................33
         Voting Rights - Certain Anti-Takeover
           Effects - The Voting Amendment...............................34
         The Rights Plan................................................35
         Staggered Board of Directors; Supermajority Approvals..........38
         Evaluation of Business
           Combinations.................................................39
         CBCC Common Stock..............................................39
         Dissenters' Rights.............................................40
         Conduct of Business of CBCC
           and Synovus Pending the Merger...............................42
DESCRIPTION OF SYNOVUS..................................................43
         Business.......................................................43
         Management and Additional Information..........................43
REGULATORY MATTERS......................................................44
         General........................................................44
         Dividends......................................................45
         Capital Requirements...........................................46
         Commitments to Subsidiary Banks................................48
         Prompt Corrective Action.......................................48
         Safety and Soundness Standards.................................49
         Depositor Preference Statute...................................50
DESCRIPTION OF CBCC.....................................................50
         Background.....................................................50
         Business.......................................................51
         CBCC Common Stock Owned by Management..........................51
         Management's Discussion and Analysis of
          Financial Condition and Results of Operations.................53
EXPERTS.................................................................61
         Synovus........................................................61
         CBCC...........................................................61
OTHER MATTERS...........................................................61
SHAREHOLDER PROPOSALS...................................................61
PRO FORMA FINANCIAL INFORMATION.........................................61
INDEX TO FINANCIAL STATEMENTS...........................................63
Appendix "A" - Agreement and Plan of Merger
Appendix "B" - Section 14-2-1301 et. seq. of the Official Code of Georgia
                 Annotated,  as  amended, relating  to  the rights of dissenting
                 shareholders
Appendix "C" - Opinion of Brown, Burke Capital Partners, Inc.
Appendix "D" - Tax Opinion of KPMG Peat Marwick LLP

                                       ii


                              AVAILABLE INFORMATION

         Synovus is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and  Exchange  Commission   ("Commission").   Such  reports,   proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission  at 450 Fifth  Street,  NW,
Judiciary  Plaza,  Washington,  D.C.  20549 and at the  regional  offices of the
Commission at: Chicago  Regional Office,  Citicorp Center,  Suite 1400, 500 West
Madison Street,  Chicago,  Illinois 60661 and New York Regional  Office, 7 World
Trade  Center,  13th Floor,  New York,  New York 10048.  Copies of such reports,
proxy  statements and other  information  can be obtained from the Commission at
prescribed  rates by addressing a written  request for such copies to the Public
Reference Section of the Commission at 450 Fifth Street,  N.W., Judiciary Plaza,
Washington, D.C. 20549. The Commission maintains an Internet World Wide Web site
that contains  reports,  proxy and information  statements and other information
about issuers like Synovus,  who file  electronically  with the Commission.  The
address  of that site is  http://www.sec.gov.  The  common  stock of  Synovus is
listed on the New York Stock  Exchange  (the  "NYSE")  and such  reports,  proxy
statements  and other  information  concerning  Synovus can be  inspected at the
office of the NYSE, 20 Broad Street, New York, New York 10005.

         Synovus has filed with the Commission a Registration  Statement on Form
S-4 (together with any amendments thereto,  the "Registration  Statement") under
the Securities Act of 1933, as amended (the "Securities  Act"),  with respect to
the  shares  of  Synovus  Common  Stock  to be  issued  pursuant  to the  Merger
Agreement. This Proxy  Statement/Prospectus does not contain all the information
and  undertakings  set  forth in the  Registration  Statement  and the  exhibits
thereto.  Such  additional  information  may be obtained  from the  Commission's
principal office in Washington, D.C.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         This Proxy  Statement/Prospectus  incorporates  documents  by reference
which are not  presented  herein or delivered  herewith.  Documents  relating to
Synovus,   excluding  exhibits  unless  specifically  incorporated  herein,  are
available  without  charge  upon  written or oral  request to Synovus  Financial
Corp., Suite 301, One Arsenal Place, 901 Front Avenue, Columbus,  Georgia 31901,
Attention:  G. Sanders Griffith,  III, Senior Executive Vice President,  General
Counsel and Secretary,  Telephone  Number:  (706)  649-2267.  In order to ensure
timely  delivery of the documents,  any request should be made at least five (5)
business days prior to the date of the Special Shareholders' Meeting.

         The following documents filed by Synovus with the Commission are hereby
incorporated  by reference  into this Proxy  Statement/Prospectus:  (i) Synovus'
Annual Report on Form 10-K for the year ended  December 31, 1997;  (ii) Synovus'
Quarterly  Report on Form 10-Q for the  quarter  ended  March  31,  1998;  (iii)
Synovus'  Current  Reports on Form 8-K dated March 9, 1998,  April 23, 1998, May
18,  1998 and June 5,  1998;  (iv)  the  description  of  Synovus  Common  Stock
contained in Synovus' Registration

                                        1

Statement on Form 8-A filed with the  Commission on August 21, 1989; and (v) the
description  of the  Common  Stock  Rights  of  Synovus  contained  in  Synovus'
Registration Statement on Form 8-A filed with the Commission on May 3, 1989.

         All documents filed by Synovus pursuant to Sections 13(a), 13(c), 14 or
15(d) of the  Exchange  Act,  subsequent  to the date  hereof  and  prior to the
Special   Meeting  are  hereby   incorporated   by  reference  into  this  Proxy
Statement/Prospectus  and shall be deemed a part  hereof from the date of filing
of such  documents.  Any  statement  contained  in a  document  incorporated  by
reference  herein  shall be deemed to be modified  or  superseded  for  purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which also is  incorporated  by reference  herein)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superseded.

         No  person  is  authorized  to give  any  information  or to  make  any
representation not contained in this Proxy Statement/Prospectus and, if given or
made,  such  information or  representation  should not be relied upon as having
been authorized. This Proxy Statement/Prospectus does not constitute an offer to
sell, or a solicitation of an offer to purchase,  the securities offered by this
Proxy Statement/Prospectus,  or the solicitation of a proxy, in any jurisdiction
to any person to whom it is unlawful to make such offer or  solicitation in such
jurisdiction.  Neither the delivery of this Proxy  Statement/Prospectus  nor any
distribution of the securities to which this Proxy Statement/Prospectus  relates
shall,  under any  circumstances,  create any implication that there has been no
change in the  affairs  of  Synovus  or CBCC  since the date  hereof or that the
information herein is correct as of any time subsequent to the date hereof.

         All  information  contained  in this  Proxy  Statement/Prospectus  with
respect to Synovus and Synovus'  subsidiaries  has been  supplied by Synovus and
all information with respect to CBCC and CBCC's  subsidiary has been supplied by
CBCC.

         This  Proxy  Statement/Prospectus  does not  relate  to any  resale  of
Synovus Common Stock received by any person upon  consummation of the Merger and
no person is  authorized to make any use of this Proxy  Statement/Prospectus  in
connection with any such resale.

         This Proxy Statement contains certain  forward-looking  statements with
respect to the  financial  condition,  results of  operations,  and  business of
Synovus following the consummation of the Merger including  statements  preceded
by, followed by or that include the words "believes," "expects,"  "anticipates,"
"estimates" or similar  expressions.  These  forward-looking  statements involve
certain risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by such  forward-looking  statements include,
among others,  the following  possibilities:  (i) expected cost savings from the
Merger cannot be realized;  (ii) deposit  attrition,  customer  loss, or revenue
loss

                                        2

following the Merger is greater than expected; (iii) competitive pressure in the
banking industry increases significantly;  (iv) costs or difficulties related to
the  integration of the business of CBCC into Synovus are greater than expected;
(v) changes in the  interest  rate  environment  reduce  margins;  (vi)  general
economic  conditions,  either nationally or regionally,  are less favorable than
expected,  resulting in, among other things,  a deterioration in credit quality;
(vii)  changes  occur in the  regulatory  environment;  (viii)  changes occur in
business  conditions  and  inflation;  and (ix) changes occur in the  securities
markets.  Further  information  on other factors that could affect the financial
results  of Synovus  after the  Merger is  included  in the  documents  filed by
Synovus with the Commission incorporated by reference herein.

                                        3


                      SUMMARY OF PROXY STATEMENT/PROSPECTUS

         The  following  is a brief  summary  of certain  information  contained
elsewhere in or incorporated by reference into this Proxy  Statement/Prospectus.
This  summary is  necessarily  incomplete  and is  qualified  in its entirety by
reference to the more detailed information  contained elsewhere herein or in the
accompanying exhibits or documents incorporated herein by reference.

The Companies and their Businesses

Synovus

         Synovus is a multi-financial  services company,  organized and existing
as a business  corporation  under the laws of the State of  Georgia.  Synovus is
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended  ("BHC  Act").  As of March 31,  1998,  Synovus and its  subsidiaries
("Subsidiaries")  had  total  assets of $9.4  billion,  total  deposits  of $7.9
billion,  shareholders'  equity of $927  million and net loans of $6.6  billion.
Synovus and its 34  commercial  banking  affiliates  presently  provide  banking
services at approximately 227 offices located in the States of Georgia, Alabama,
Florida and South Carolina.  Synovus also owns nonbanking Subsidiaries including
a full service  brokerage firm and an 80.7%  interest in Total System  Services,
Inc. ("Total System"),  a bankcard data processing company whose stock is traded
on the NYSE.  The  principal  executive  offices of Synovus are located at Suite
301, One Arsenal Place,  901 Front Avenue,  Columbus,  Georgia 31901  (telephone
number (706) 649-2387).

         Synovus continually evaluates acquisition  opportunities and frequently
conducts due diligence activities in connection with possible acquisitions. As a
result, acquisition discussions and, in some cases, negotiations frequently take
place  and  future  acquisitions  involving  cash or  equity  securities  can be
expected.  Acquisitions typically involve the payment of a premium over book and
market  values,  and  therefore  some dilution of Synovus' book value and/or net
income  per  common  share  may  occur  in  connection   with  any  such  future
acquisitions.

         Additional  information  about   Synovus   is   included  in  documents
incorporated by reference in this Proxy Statement/Prospectus. See "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE."

CBCC

         CBCC is a  financial  services  company,  organized  and  existing as a
business corporation under the laws of the State of Georgia.  CBCC is registered
as a bank holding  company under the BHC Act. As of March 31, 1998, CBCC and the
Bank of North  Georgia,  CBCC's  wholly-owned  subsidiary,  had total  assets of
$348.4 million,  total deposits of $315.2 million, total shareholders' equity of
$21.3  million  and net  loans  of  $253.8  million.  CBCC and the Bank of North
Georgia provide banking services through six full-service offices located in its
primary service area of north Fulton, Cherokee and

                                        4

Pickens Counties,  Georgia.  CBCC also operates a full-service  mortgage company
known as Bank of North  Georgia  Mortgage,  as a  division  of the Bank of North
Georgia.  The principal  executive  offices of CBCC are located at 8025 Westside
Parkway, Alpharetta, Georgia 30004 (telephone number (770) 751-4700).

CBCC Special Shareholders' Meeting

         The Special  Meeting called to consider the Merger will be held at 9:30
a.m.,  local time,  on August __, 1998 at CBCC's  headquarters  at 8025 Westside
Parkway,  Alpharetta,  Georgia 30004. Only shareholders of record of CBCC Common
Stock at the close of  business  on July __,  1998,  will be entitled to receive
notice of and to vote at the Special Meeting. See "THE SPECIAL MEETING - General
Information" and "- Voting Information."

The Merger

         Subject to approval by the shareholders of CBCC at the Special Meeting,
the receipt of required regulatory approvals, and certain other conditions, CBCC
will be merged  with and into  Synovus  pursuant to the Merger  Agreement.  As a
result of the Merger, the former  shareholders of CBCC will receive from Synovus
5.43489  shares of Synovus  Common Stock for each of their shares of CBCC Common
Stock (the "Per Share Exchange Ratio").

         No  fractional  shares  of  Synovus  Common  Stock  will be  issued  in
connection  with the Merger but rather cash (without  interest)  will be paid in
lieu thereof, with the amount of cash to be paid in lieu of fractional shares to
be determined  based upon the closing price per share of Synovus Common Stock on
the NYSE on the fifth business day  immediately  preceding the effective date of
the Merger ("Effective Date"). See "THE MERGER - The Merger Agreement."

Reasons for the Merger; Recommendation of Board of Directors

         The Board of  Directors  of CBCC  considered  a variety  of  factors in
evaluating  the  Merger,  including:  (i) the value of the  consideration  to be
received by CBCC shareholders  relative to the book value and earnings per share
of  CBCC  Common  Stock;  (ii)  certain  information  concerning  the  financial
condition,  results of operations and business  prospects of Synovus;  (iii) the
financial  terms of  recent  business  combinations  in the  financial  services
industry and a comparison  of the  multiples of selected  combinations  with the
terms of the proposed  transaction  with Synovus;  (iv) the  alternatives to the
Merger, including remaining an independent institution;  (v) the competitive and
regulatory environment for financial institutions generally;  (vi) the fact that
the Merger will enable CBCC shareholders to exchange their shares of CBCC Common
Stock,  in a  tax-free  transaction,  for  shares of common  stock of a regional
company,  the stock of which is widely held and actively  traded;  and (vii) the
opinion of Brown,  Burke Capital  Partners,  Inc. that the  consideration  to be
received by CBCC shareholders as a result of the Merger is fair from a financial
point  of view.  Based on these  factors,  the  Board of  Directors  of CBCC has
determined that the Merger is

                                        5

in the best interests of the  shareholders of CBCC and has unanimously  approved
the Merger Agreement.  Accordingly,  the Board of Directors  recommends that the
shareholders   of  CBCC  vote  FOR  the  Merger  Agreement.  See "THE  MERGER - 
Recommendation of CBCC Board of Directors and Reasons for the Merger."

         The Board of Directors of Synovus,  after careful study and  evaluation
of relevant  factors,  believes  the Merger will provide  Synovus with  expanded
market opportunities for profitable long-term growth. The Synovus Board believes
that the Merger will  result in the  addition of a  well-suited  and  positioned
banking organization to Synovus' existing organization.

Opinion of Financial Advisor

         CBCC's financial  advisor,  Brown,  Burke Capital  Partners,  Inc., has
rendered its opinion to CBCC's Board of  Directors  that the Per Share  Exchange
Ratio is fair from a  financial  point of view to CBCC and its  shareholders.  A
copy of such  opinion is attached  hereto as Appendix  "C" and should be read in
its entirety with respect to the assumptions made, other matters  considered and
the reviews undertaken. See "THE MERGER - Opinion of Financial Advisor."

Votes Required

         The  affirmative  vote of the  holders of a majority  of the issued and
outstanding  shares of CBCC Common Stock entitled to vote at the Special Meeting
is required to approve the Merger  Agreement  and to authorize  the Merger.  The
holders  of CBCC  Common  Stock are  entitled  to one vote on each  matter to be
considered and voted on at the CBCC Special Shareholders' Meeting for each share
of CBCC  Common  Stock held by them of record at the close of  business  on July
____, 1998.

         As  of  the  record  date  for  the  Special  Meeting,  CBCC's  present
directors,  executive  officers and their  affiliates  had the power to vote, or
direct the voting of, approximately 42% of the outstanding shares of CBCC Common
Stock. It is anticipated that all shares of CBCC Common Stock as to which CBCC's
directors, executive officers and their affiliates control the voting power will
be voted to approve the Merger Agreement and the Merger.  Approval of the Merger
by the holders of Synovus  Common  Stock is not required and will not be sought.
See "THE SPECIAL MEETING - Voting Information."

Dissenters' Rights

         The  shareholders  of CBCC Common  Stock are  entitled  to  dissenters'
rights of  appraisal  with  respect to the  Merger  under the  Georgia  Business
Corporation  Code. The failure by a shareholder of CBCC to precisely  follow the
statutory procedure for exercising  dissenters' rights may result in the loss of
such  dissenters'  rights.  See  "DESCRIPTION  OF STOCK AND  EFFECT OF MERGER ON
RIGHTS OF CBCC SHAREHOLDERS - Dissenters' Rights."

                                        6

Interests of Certain Persons in the Merger

         No officer or director of CBCC, nor any of their  "associates," has any
direct or  indirect  material  interest  in the  Merger,  except  insofar as the
following might be deemed to create such an interest:  (i) the ownership by such
person of CBCC Common Stock or options to purchase such stock under the existing
CBCC stock option plan;  (ii) the continued  employment by such person with Bank
of North Georgia after  consummation of the Merger;  (iii) the potential service
by such person as a director of Bank of North Georgia after  consummation of the
Merger;  (iv) after the  Effective  Date,  the  eligibility  of such  persons to
participate  in the Synovus  Financial  Corp.  Director  and/or  Employee  Stock
Purchase Plans or Synovus' welfare, incentive and benefit plans; and (v) certain
rights to indemnification.

         In addition, as a condition to the Merger,  Synovus has agreed to enter
into an  Employment  Agreement  with  Gordon R. Teel,  Chairman of the Board and
Chief Executive Officer of CBCC. Pursuant to the Employment Agreement,  Mr. Teel
will be elected as  Chairman of the Board and Chief  Executive  Officer and as a
director of Bank of North  Georgia.  The  Agreement  is for a two-year  term and
provides that Mr. Teel will be compensated for his services at an annual rate of
base compensation of $276,600 per year, will be guaranteed an incentive bonus of
at least $100,000 for 1998 and will be eligible to receive an annual incentitive
bonus of 50% of his annual base  compensation  during the term of the Employment
Agreement.  The Employment Agreement also provides that Mr. Teel will be granted
an option to purchase  15,000  shares of Synovus  Common Stock on the  Effective
Date of the Merger at an exercise  price  equal to the closing  price of Synovus
Common  Stock on the  Effective  Date of the Merger  with the  options  becoming
exercisable  three  years  from the  Effective  Date.  Finally,  the  Employment
Agreement  provides  that Mr.  Teel  will not  compete  with  Synovus  following
termination of his employment under certain  circumstances for a two-year period
following the Effective Date of the Merger.

         As an additional  condition to the Merger,  Synovus has agreed to enter
into an  Employment  Agreement  with  Donald  D.  Howard,  President  and  Chief
Executive  Officer  of  Bank  of  North  Georgia.  Pursuant  to  the  Employment
Agreement,  Mr. Howard will be elected as President and Chief Operating  Officer
of Bank of North  Georgia.  The  Agreement is for a three year term and provides
that Mr. Howard will be  compensated  for his services at an annual rate of base
compensation  of $160,000 per year,  will be guaranteed an incentive bonus of at
least $64,000 for 1998 and will be eligible to receive an annual incentive bonus
of 50% of his  annual  base  compensation  during  the  term  of the  Employment
Agreement.  The  Employment  Agreement  also  provides  that Mr.  Howard will be
granted  an option to  purchase  15,000  shares of Synovus  Common  Stock on the
Effective  Date of the Merger at an exercise price equal to the closing price of
Synovus  Common  Stock on the  Effective  Date of the  Merger  with the  options
becoming   exercisable  three  years  from  the  Effective  Date.  Finally,  the
Employment  Agreement provides that Mr. Howard will not compete with Synovus for
a  two-year  period  following  termination  of  his  employment  under  certain
circumstances,  with the restricted  period ending,  in all events, on the third
anniversary of the Effective Date of the Merger.

                                        7


         In addition,  Synovus has agreed to enter into its  standard  Change of
Control  Agreement  ("Agreement")  with Mr. Teel and Mr. Howard.  Each Agreement
provides  severance pay and  continuation of certain  benefits in the event of a
Change  of  Control.  In order to  receive  benefits  under the  Agreement,  the
executive's employment must be terminated involuntarily,  without cause, whether
actual or  "constructive"  within one year  following a Change of Control or the
executive may  voluntarily  or  involuntarily  terminate  employment  during the
thirteenth  month following a Change of Control.  See "THE MERGER - Interests of
Certain Persons in the Merger."

Tax Opinion

         Synovus and CBCC have received a tax opinion ("Tax  Opinion") from KPMG
Peat Marwick LLP ("KPMG"), Certified Public Accountants, to the effect that, for
federal  income tax  purposes,  the Merger will  constitute  a  "reorganization"
within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended (the "Tax Code"); the basis of Synovus Common Stock to be received by
each  CBCC  shareholder  will be the  same as the  basis  of CBCC  Common  Stock
surrendered  in exchange  therefor;  the holding  period of Synovus Common Stock
will  include the holding  period of the CBCC Common Stock  exchanged  therefor,
provided that such CBCC Common Stock is held as a capital asset at the Effective
Date of the Merger; and that, for federal income tax purposes,  the shareholders
of CBCC will not  recognize  gain or loss on the exchange in the Merger of their
CBCC Common  Stock for Synovus  Common  Stock  (except to the extent of any cash
paid in lieu of fractional  shares, any cash paid to those CBCC shareholders who
perfect their statutory  dissenters' rights against the Merger and except to the
extent that the Share Purchase  Rights,  which are described on pages 35 through
38 of this  Proxy  Statement/Prospectus,  are  determined  to be other  property
within the meaning of Section 356 of the Tax Code, as described on pages 8 and 9
of the Tax Opinion which is attached hereto as Appendix "D").

         ALL CBCC SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO
THE SPECIFIC CONSEQUENCES TO THEM OF THE MERGER UNDER FEDERAL,  STATE, LOCAL AND
ANY OTHER APPLICABLE TAX LAWS.

Accounting Treatment

         It is a condition  precedent to the  obligations of CBCC and Synovus to
consummate  the  Merger  for the Merger to  qualify  for  pooling  of  interests
accounting  treatment.  Synovus anticipates  receiving a letter from KPMG to the
effect  that the  Merger  will  qualify  for  pooling  of  interests  accounting
treatment.  See "THE MERGER - Accounting  Treatment"; and " - Resales of Synovus
Common Stock."

Conditions to the Merger; Regulatory Approvals

         Consummation of the Merger is subject to various conditions,  including
receipt of the shareholder  approval solicited hereby,  receipt of the necessary
regulatory  approvals,  receipt of the  opinion of KPMG  regarding  certain  tax
aspects of the Merger (which has been satisfied), receipt of assurances that the
Merger qualifies for pooling of interests

                                        8


accounting treatment and satisfaction of other customary closing conditions.

         The  regulatory  approvals  and consents  necessary to  consummate  the
transactions  contemplated by the Merger  Agreement  include the approval of the
Board of Governors of the Federal Reserve System (the "Federal Reserve") and the
Department  of Banking  and  Finance of the State of Georgia  ("Georgia  Banking
Department").  Applications  have been submitted for such approvals.  The Merger
has  not yet  been  approved  by the  Federal  Reserve  or the  Georgia  Banking
Department. See "THE MERGER - Conditions to the Merger; Regulatory Approvals."

Effective Date

         The Merger will become effective at the time a Certificate of Merger is
filed in accordance with the Georgia Business Corporation Code, or on such later
date as the  Certificate of Merger may specify.  This filing will be made on the
last  business day of the month during which the  expiration  of all  applicable
waiting  periods  in  connection  with  governmental  approvals  occurs  and all
conditions to the consummation of the Merger are satisfied or waived, or on such
earlier  or later  date as may be  agreed  to by  Synovus  and CBCC  ("Effective
Date"). Subject to the conditions specified in the Merger Agreement, the parties
currently  anticipate  that the Merger  will become  effective  during the third
quarter of 1998,  although  there can be no assurances as to whether or when the
Merger  will  occur.  See "THE MERGER -  Conditions  to the  Merger;  Regulatory
Approvals."

Waiver and Amendment

         Prior to the Effective Date, any provision of the Merger  Agreement may
be waived by the party  entitled  to the  benefits of such  provision  or by all
parties, to the extent allowed by law. In addition,  the Merger Agreement may be
amended at any time,  to the extent  allowed by law, by an  agreement in writing
between Synovus and CBCC after approval of their respective Boards of Directors.
See "THE MERGER - Waiver and Amendment."

Termination

         The  Merger  Agreement  may be  terminated  at any  time  prior  to the
Effective  Date by the  mutual  consent  of  Synovus  and CBCC,  if the Board of
Directors  of each so  determines,  and by  either  of them  individually  under
certain  specified  circumstances,  including  if  the  Merger  has  not  become
effective by November 30, 1998. See "THE MERGER - Termination."

Description of Stock and Effect of Merger on Rights of CBCC Shareholders

         On  the  Effective   Date,   shareholders  of  CBCC  (other  than  CBCC
shareholders who exercise and perfect their statutory dissenters' rights against
the Merger) will automatically  become  shareholders of Synovus and their rights
as  shareholders  of  Synovus  will  be  determined  by  the  Georgia   Business
Corporation Code and by Synovus'

                                        9


Articles of  Incorporation  and bylaws.  The rights of  shareholders  of Synovus
differ from the rights of shareholders of CBCC with respect to certain important
matters,  including  the  required  shareholder  votes  as to  certain  matters,
Synovus' Share Purchase Rights Plan and Synovus'  Voting Rights  Amendment which
entitles certain of its shareholders to ten votes per share. See "DESCRIPTION OF
STOCK AND EFFECT OF MERGER ON RIGHTS OF CBCC SHAREHOLDERS."

Markets and Market Prices

         The following table presents the closing price for Synovus Common Stock
reported on the NYSE on April 14,  1998,  the last  business day  preceding  the
public  announcement  of the Merger,  and the closing  price for Synovus  Common
Stock  reported on the NYSE on ______,  1998. On _______,  1998,  there were ___
shareholders of record of CBCC Common Stock.  No established  trading market for
CBCC  Common  Stock  exists.  Because  transactions  in CBCC  Common  Stock  are
infrequent and are negotiated  privately  between the persons  involved in these
transactions  and because such  transactions  are not reported on an exchange or
other  organized  trading  system,  CBCC does not have reliable  data  regarding
recent  trading  activity in CBCC Common Stock.  To the best of the knowledge of
CBCC's  management,  the last transaction in CBCC Common Stock took place on May
17,  1996 at a price of $33.50  per  share.  The table  also sets forth the CBCC
Common Stock  Equivalent  which represents the closing price of Synovus on April
14, 1998 and _____, 1998 multiplied by the Per Share Exchange Ratio of 5.43489.

                   Synovus Common     CBCC Common        CBCC Common
                   Stock              Stock              Stock Equivalent

April 14, 1998      $24.05             $33.50            $130.71
_____, 1998

         Shareholders  are  advised  to obtain  current  market  quotations  for
Synovus  Common Stock.  It is expected  that the market price of Synovus  Common
Stock will fluctuate between the date of the Proxy  Statement/Prospectus and the
Effective  Date of the Merger and  thereafter.  No assurances can be given as to
the market price of Synovus Common Stock or CBCC Common Stock at, or in the case
of Synovus Common Stock after, the Effective Date of the Merger.

                           COMPARATIVE PER SHARE DATA

         The following summary presents selected comparative unaudited per share
information:  (1) for Synovus Common Stock,  on a historical and pro forma basis
assuming the Merger had been effective during the periods  presented and (2) for
CBCC on a historical  basis and on a pro forma  equivalent  basis. In presenting
the  equivalent  CBCC per share  amounts,  the data  reflects  one share of CBCC
Common  Stock  as  5.43489  shares  of  Synovus  Common  Stock.  The  pro  forma
information  has been  prepared  giving  effect to the  Merger  as a pooling  of
interests. The pro forma financial

                                       10


information   does  not  include  the  effects  of  other   pending   immaterial
acquisitions  by Synovus.  These tables should be read in  conjunction  with the
consolidated  financial  statements  of Synovus and CBCC set forth in  documents
included or  incorporated  herein by reference.  See  "INCORPORATION  OF CERTAIN
DOCUMENTS BY REFERENCE."

         The following information is presented for informational  purposes only
and is not  necessarily  indicative  of the  results of  operations  or combined
financial  position that would have resulted had the Merger been  consummated at
the beginning of the periods indicated,  nor is it necessarily indicative of the
results of operations of future periods or future combined financial position.

                       [Rest of page intentionally blank]

                                       11

The following table reflects the issuance of 3,646,811  shares of Synovus Common
Stock  pursuant to the Per Share Exchange Ratio  of  5.43489  shares  of Synovus
Common Stock for each share of CBCC  Common  Stock  currently  outstanding.
<TABLE>
<CAPTION>

                                                                                        As Of and For The
                                                Three Months                              Years Ended
                                                 Ended                                    December 31,
                                                March 31, 1998            1997            1996             1995
- ----------------------------------------------------------------------------------------------------------------------
                                                (Unaudited)         (Unaudited except Synovus and CBCC Historical)
<S>                                           <C>                         <C>             <C>              <C>    
Net income per common share - basic

Historical:

        Synovus                               $         0.16                  0.63            0.53             0.44

        Community Bank Capital Corporation              1.69                  6.38            3.61             2.65

Pro forma combined                                      0.16                  0.64            0.54             0.44

Pro forma equivalent per common
  Community Bank Capital Corporation share<F1>          0.87                  3.48            2.93             2.39

Net income per common share - assuming dilution

Historical:

        Synovus                                         0.15                  0.62            0.53             0.44

        Community Bank Capital Corporation              1.60                  6.04            3.43             2.53

Pro forma combined                                      0.16                  0.63            0.53             0.44  

Pro forma equivalent per common
  Community Bank Capital Corporation share<F1>          0.87                  3.42            2.88             2.39 

Cash dividends declared per common share

Historical:

        Synovus                                         0.07                  0.24            0.19             0.16

        Community Bank Capital Corporation              0.00                  0.00            0.00             0.00

Equivalent per common Community Bank
  Capital Corporation share<F2>                         0.38                  1.30            1.03             0.87

Book values per common share at period end

Historical:

        Synovus                                         3.53                  3.44

        Community Bank Capital Corporation             31.81                 30.13

Pro forma combined                                      3.55                  3.46

Pro forma equivalent per common Community Bank
  Capital Corporation share<F1>                        19.29                 18.80

<FN>
<F1>   Determined by  multiplying  the pro forma amounts by the Exchange  Ratio of 5.43489:1.

<F2>   Determined by multiplying the Synovus historical cash dividends declared
       per share by Synovus by the Exchange Ratio of 5.43489:1.
</FN>
</TABLE>

                                      11.1

                             SELECTED FINANCIAL DATA

         The following  tables set forth certain selected  historical  financial
information for Synovus and CBCC. The selected historical financial  information
is  based  upon,  derived  from,  and  should  be read in  conjunction  with the
historical consolidated financial statements of Synovus and CBCC and the related
notes  therein,  set  forth in  documents  included  or  incorporated  herein by
reference. See "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE."

          Interim  unaudited  information  for  Synovus  and CBCC for the  three
months ended March 31,  1998,  and March 31,  1997,  reflect,  in the opinion of
management  of Synovus  and CBCC,  all  adjustments  (consisting  only of normal
recurring  adjustments)  necessary for a fair  presentation of such information.
Results  for the  three  months  ended  March  31,  1998,  are  not  necessarily
indicative of results which may be expected for the year as a whole.

                       [Rest of page intentionally blank]

                                       12


                            SYNOVUS FINANCIAL CORP.
                            Selected Financial Data
                 (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                              Three Months Ended
                                                 March 31,
                                                (Unaudited)                                    Years Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1998        1997        1997        1996       1995         1994        1993
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>        <C>         <C>         <C>          <C>        <C>     
Net interest income                              $  106,062     98,155     412,389     374,874     341,875     301,231     263,213

Provision for losses on loans                    $    7,594      7,001      32,296      31,766      25,787      25,387      24,924

Income before extraordinary item                 $   41,213     35,807     165,236     139,604     114,583      89,452      80,379

Net income                                       $   41,213     35,807     165,236     139,604     114,583      89,452      77,467

Per share data:

   Income before extraordinary item - basic      $     0.16       0.14        0.63        0.53        0.44        0.35        0.32

   Income before extraordinary item - assuming
     dilution                                    $     0.15       0.13        0.62        0.53        0.44        0.35        0.32

   Net income - basic                            $     0.16       0.14        0.63        0.53        0.44        0.35        0.31

   Net income - assuming dilution                $     0.15       0.13        0.62        0.53        0.44        0.35        0.31

   Cash dividends declared                       $     0.07       0.06        0.24        0.19        0.16        0.13        0.11

   Book value per share                          $     3.53       3.04        3.44        2.99        2.66        2.27        2.17

Long-term debt                                   $  117,860    100,897     126,174      97,283     106,815     139,811     143,481

Average total equity                             $  920,505    796,414     834,726     730,541     639,426     566,562     505,027

Average total assets                             $9,227,000  8,531,218   8,815,423   8,135,587   7,498,299   6,782,659   6,141,794

Ratios:

   Return on assets before extraordinary item<F1>      1.81 %     1.70        1.87        1.72        1.53        1.32        1.31

   Return on assets after extraordinary item <F1>      1.81       1.70        1.87        1.72        1.53        1.32        1.26

   Return on equity before extraordinary item<F1>     18.16      18.23       19.80       19.11       17.92       15.79       15.92

   Return on equity after extraordinary item<F1>      18.16      18.23       19.80       19.11       17.92       15.79       15.34

   Dividend payout ratio                              46.83      43.86       38.10       36.62       36.69       36.90       35.10

   Average equity to average assets                    9.98       9.34        9.47        8.98        8.53        8.35        8.22

<FN>

<F1>All ratios for the three month periods have been annualized.
</FN>
</TABLE>

                                      12.1


                       COMMUNITY BANK CAPITAL CORPORATION

                             Selected Financial Data
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                               Three Months Ended
                                    March 31,
                                   (Unaudited)                                   Years Ended December 31,
                              1998            1997           1997           1996            1995           1994          1993
- ------------------------- -------------  -------------- -------------- --------------  --------------  ------------- -------------
<S>                       <C>             <C>             <C>             <C>           <C>              <C>           <C> 
Net Interest Income       $   3,630            2,902          12,589          10,556           7,931         4,836       3,134

Provision for loan losses       150              100             700             350             245           142         149

Net Income                    1,136              760           4,284           2,340           1,614           847         989

Per share data:

  Net Income - basic           1.69             1.13            6.38            3.61            2.65          1.66        2.41

 Net Income - assuming
   dilution                    1.60             1.07            6.04            3.43            2.53          1.60        2.37

 Cash dividends
   declared                       -                -               -               -               -             -           -

Book value per share          31.81            24.42           30.13           23.83           19.39         16.23       12.41

Long-term debt                3,938            4,550           4,100           4,700           3,150         3,450       3,700

Average total equity         20,782           16,189          17,618          14,018          10,727         7,059       4,855

Average total assets        362,984          276,562         321,693         237,153         193,830       133,560      95,820

Ratios:

  Return on average
    assets <F1>                1.25%            1.10            1.33            0.99            0.83          0.63        1.03

  Return on average
    equity <F1>               21.87            18.78           24.32           16.69           15.05         12.00       20.37

  Dividend payout ratio        0.00             0.00            0.00            0.00            0.00          0.00        0.00

  Average equity to
   average assets              5.73             5.85            5.48            5.91            5.53          5.28        5.07
<FN>

<F1>All ratios for three months have been annualized
</FN>
</TABLE>


                                                        13


                               THE SPECIAL MEETING

General Information

         This Proxy  Statement/Prospectus is being furnished to the shareholders
of CBCC in connection  with the  solicitation,  by and on behalf of the Board of
Directors  of CBCC,  of Proxies for use and to be voted at a Special  Meeting of
Shareholders of CBCC to be held at 9:30 a.m.,  local time, on August __, 1998 at
CBCC's headquarters at 8025 Westside Parkway, Alpharetta,  Georgia 30004, and at
any  adjournment  thereof,  and is being  mailed  on  _______,  1998 to the CBCC
shareholders entitled to receive Notice of and to vote at the Special Meeting.

         The Special  Meeting has been called by the Board of  Directors of CBCC
so that CBCC  shareholders  may  consider and vote upon a proposal to merge CBCC
with and into Synovus with Synovus as the  resulting  corporation  of the Merger
pursuant  to the Merger  Agreement,  a copy of which is  attached  to this Proxy
Statement/Prospectus as Appendix "A," and incorporated herein by reference. Upon
the Effective Date of the Merger,  CBCC  shareholders  will receive from Synovus
5.43489  shares of Synovus  Common Stock for each of their shares of CBCC Common
Stock (the "Per Share Exchange Ratio").

         No  fractional  shares  of  Synovus  Common  Stock  will be  issued  in
connection  with the Merger but rather cash (without  interest)  will be paid in
lieu  thereof,  with  the  amount  of cash in lieu of  fractional  shares  to be
determined based upon the closing price per share of Synovus Common Stock on the
NYSE on the fifth business day immediately preceding the Effective Date.

         If and when the  Merger  is  consummated,  Bank of North  Georgia  will
operate as a wholly-owned  banking  subsidiary of Synovus and CBCC will cease to
exist as a separate corporation.

Voting Information

         At the  close  of  business  on  _______,  1998,  the  record  date for
determining  shareholders of CBCC Common Stock eligible to receive Notice of and
to vote at the  Special  Meeting,  _________  shares of CBCC  Common  Stock were
issued and out standing.  With respect to all matters to be considered and voted
upon at the Special  Meeting,  each shareholder of CBCC Common Stock is entitled
to one vote for each share of CBCC Common Stock held by such  shareholder on the
record date.

         The  presence,  in person or by proxy,  of at least a  majority  of the
total number of  outstanding  shares is necessary to  constitute a quorum at the
Special Meeting.  Some proxies may be broker non-votes  (marked to indicate that
the shares are not being voted on the Merger Agreement). Any proxy authorized to
be  voted  at  the  meeting  (including  on  routine  matters  pursuant  to  the
discretionary  authority granted to management's proxy) whether or not the proxy
is marked  to  "ABSTAIN"  or to effect a broker  non-vote,  will be  counted  in
establishing a quorum.

                                       14


         Approval of the Merger  Agreement and the  authorization  of the Merger
requires  the  affirmative  vote of the  holders of a majority of the issued and
outstanding shares of CBCC Common Stock entitled to vote at the Special Meeting.
Consequently,  both  abstentions and broker  non-votes will have the effect of a
vote against the Merger Agreement.

         As of the  record  date  for the  Special  Meeting,  CBCC's  directors,
executive  officers and their  affiliates  had the power to vote,  or direct the
voting of, approximately 42% of the issued and outstanding shares of CBCC Common
Stock entitled to be voted at the Special  Meeting.  It is anticipated  that all
shares of CBCC Common  Stock as to which  CBCC's  present  directors,  executive
officers  and  their  affiliates  control  the  voting  power  will be voted FOR
approval of the Merger Agreement and the authorization of the Merger.

         Shares  represented by properly executed  Proxies,  if such Proxies are
received at or prior to the Special Meeting and not subsequently  revoked,  will
be voted at the Special Meeting in accordance with the choice specified therein,
or, if no choice is specified therein,  will be voted FOR approval of the Merger
Agreement  and the  authorization  of the Merger.  A Proxy may be revoked by its
maker at any time  before it is  exercised  by:  (i)  giving  written  notice of
revocation  to  Gerri  Teel,  Assistant  Secretary  of  CBCC,  or (ii)  properly
submitting to CBCC a duly executed Proxy bearing a later date. Attendance at the
Special  Meeting will  constitute  revocation  of the Proxy if the maker thereof
elects to vote in person.

         The cost of  soliciting  proxies from holders of CBCC Common Stock will
be borne by CBCC.  In  addition  to use of the mail,  CBCC  shareholders  may be
solicited by personal  contact,  or by telephone,  telegraph or other electronic
communications, by directors, officers or employees of CBCC, who will receive no
additional compensation therefor.  Custodians,  nominees and fiduciaries will be
reimbursed for reasonable  out-of-pocket expenses incurred by them in connection
with this solicitation of Proxies.

                                   THE MERGER

         The  following is a  description  of certain  provisions  of the Merger
Agreement,  the  Merger  and  the  consequences  thereof.  THIS  DESCRIPTION  IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE MERGER AGREEMENT,
A COPY OF WHICH IS ATTACHED  AS APPENDIX "A" TO THIS PROXY  STATEMENT/PROSPECTUS
AND IS  INCORPORATED  HEREIN BY REFERENCE.  ALL  SHAREHOLDERS  ARE URGED TO READ
CAREFULLY  THE  MERGER  AGREEMENT,  AS  WELL AS THE  OTHER  EXHIBITS,  IN  THEIR
ENTIRETY.

The Merger Agreement

         The Board of Directors of CBCC has  approved,  executed and  delivered,
and the  proper  officers  of CBCC  have  executed  and  delivered,  the  Merger
Agreement  relating to the Merger.  The Merger Agreement sets forth the terms of
the Merger and contains:  (i) conditions  precedent to both parties' obligations
to consummate the Merger; (ii)

                                       15

conditions  precedent to Synovus'  obligations to consummate  the Merger;  (iii)
conditions  precedent  to CBCC's  obligations  to  consummate  the Merger;  (iv)
provisions  relating to CBCC's and Synovus'  operations pending  consummation of
the Merger; and (v) certain other provisions.

Terms of the Merger

         On the  Effective  Date of the  Merger  (which  is the date of or to be
specified in the  certificate  to be issued by the Secretary of State of Georgia
causing the Merger to become  effective),  the issued and outstanding  shares of
CBCC Common Stock will be converted  into shares of Synovus  Common Stock at the
Per Share Exchange Ratio, and outstanding  certificates  representing  shares of
CBCC Common Stock shall thereafter represent shares of Synovus Common Stock.

         Certificates   representing  shares  of  CBCC  Common  Stock  shall  be
surrendered to Synovus by the holders  thereof on or after the Effective Date of
the Merger for new  certificates  representing  shares of Synovus  Common Stock.
Until so  surrendered to Synovus,  such  certificates  theretofore  representing
shares  of CBCC  Common  Stock  will be deemed  for all  corporate  purposes  to
evidence the  ownership  of the  respective  number of shares of Synovus  Common
Stock which the holders  could or would have been entitled to receive upon their
surrender  to Synovus  (except  for the  payment of  dividends,  which  shall be
subject to the exchange of stock certificates as provided herein).

         UNTIL SUCH STOCK  CERTIFICATES  NOMINALLY  REPRESENTING  SHARES OF CBCC
COMMON  STOCK  ARE   SURRENDERED   TO  SYNOVUS  IN  EXCHANGE  FOR   CERTIFICATES
REPRESENTING SHARES OF SYNOVUS COMMON STOCK, NO DIVIDENDS PAYABLE AS OF ANY DATE
SUBSEQUENT TO THE EFFECTIVE  DATE OF THE MERGER ON THE SHARES OF SYNOVUS  COMMON
STOCK  REPRESENTED  BY SUCH CBCC COMMON STOCK  CERTIFICATES  WILL BE PAID TO THE
RECORD  HOLDERS  THEREOF  (HOWEVER,  FORMS 1099  REPORTING  THE  PAYMENT OF SUCH
DIVIDENDS  WILL BE FILED WITH THE  INTERNAL  REVENUE  SERVICE AND MAILED TO EACH
SHAREHOLDER);  BUT UPON THE  SURRENDER  TO  SYNOVUS  OF SUCH CBCC  COMMON  STOCK
CERTIFICATES,  THERE WILL BE PAID TO THE RECORD  HOLDERS  THEREOF  THE AMOUNT OF
DIVIDENDS WHICH THERETOFORE HAD BECOME PAYABLE,  WITHOUT INTEREST THEREON,  UPON
THE SHARES OF SYNOVUS COMMON STOCK  REPRESENTED BY SUCH  OUTSTANDING CBCC COMMON
STOCK CERTIFICATES.

         No  fractional  shares  of  Synovus  Common  Stock  will be  issued  in
connection with the Merger,  but rather cash (without  interest) will be paid in
lieu thereof, with the amount of cash to be paid in lieu of fractional shares to
be determined  based upon the closing price per share of Synovus Common Stock on
the NYSE on the fifth day immediately preceding the Effective Date.

         The delivery of Synovus  stock  certificates  and other  amounts may be
subject to  possible  forfeiture  under  applicable  escheat  laws if CBCC stock
certificates are not

                                       16

surrendered for exchange within the legally specified periods of time which vary
with the state of  residence  of the  certificate  holder.  Therefore,  all CBCC
shareholders  are  urged to  surrender  their  CBCC  stock  certificates  at the
earliest possible date after consummation of the Merger.

         As soon as practicable  following  consummation of the Merger,  Synovus
will  send  each  shareholder  of CBCC  Common  Stock a  Letter  of  Transmittal
explaining the procedure to be followed in exchanging certificates  representing
shares of CBCC  Common  Stock for  certificates  representing  shares of Synovus
Common Stock. Until such Letter of Transmittal is received, shareholders of CBCC
should continue to hold their  certificates  representing  shares of CBCC Common
Stock.

         On the basis of the number of shares of CBCC  Common  Stock  which were
outstanding  on the date of this  Proxy  Statement/Prospectus  and the number of
options to purchase shares of CBCC currently outstanding, a maximum of 4,002,253
shares of Synovus Common Stock may be issued to the  shareholders of CBCC Common
Stock pursuant to the terms of the Merger Agreement.

Recommendation  of  CBCC  Board  of Directors; Background of and Reasons for the
Merger

         Background of and Reasons for the Merger.  During the fourth quarter of
1997,  the  Chairman  and CEO of CBCC met with  certain  investment  bankers  to
explore the possibility of a public  offering and also met with  representatives
of various financial institutions, including Synovus, to explore the possibility
of a  combination  between  CBCC and such  financial  institutions.  Discussions
continued during the fourth quarter and into the first quarter of 1998.

         On January 15, 1998,  in  conjuction  with these  activities,  CBCC and
Synovus entered into a confidentiality agreement, and CBCC provided Synovus with
certain confidential information describing CBCC and its operations.

         On February 20, 1998,  Synovus presented a proposed letter of intent to
CBCC, which did not provide for an exchange offer acceptable to CBCC.

         On March 10, 1998,  CBCC engaged Brown,  Burke Capital  Partners,  Inc.
("BBCP")  to serve as its  financial  advisor in  connection  with the  possible
merger of CBCC and to render advice to CBCC concerning the financial  aspects of
a potential merger with one of several different banking companies.  Thereafter,
BBCP contacted various financial  institutions,  including  Synovus,  concerning
their interest in a merger with CBCC, received  confidentiality  agreements from
such  institutions and provided them with  confidential  information  describing
CBCC and its operations as well as procedures for submitting an offer to acquire
CBCC.

         On April 9, 1998,  Synovus  submitted a revised  letter of intent which
provided  for an  increased  exchange  ratio.  CBCC's  Chairman and CEO reviewed
Synovus'  revised  letter  of  intent,  together  with  an  offer  from  another
institution, with the members of

                                       17


CBCC's Board. Following these discussions,  CBCC's Chairman and CEO executed the
revised letter of intent from Synovus.

         From April 10 through  June 5, 1998,  CBCC and  Synovus  conducted  due
diligence investigations of each other and proceeded to negotiate the definitive
merger agreement.

         On May 18,  1998,  at a special  meeting of the Board of  Directors  of
CBCC,  representatives  of BBCP reviewed  BBCP's analysis of the two offers made
for CBCC and issued  BBCP's oral opinion that the offer from Synovus was fair to
the  shareholders  of CBCC from a financial  point of view. At the same meeting,
counsel to CBCC reviewed the proposed Merger Agreement with the Board. Following
the  presentations  and subsequent  discussions,  the CBCC Board  authorized its
Chairman  and  CEO  to  execute  the  proposed  Merger  Agreement,   subject  to
negotiation of certain additional points.

         Following  the May 18,  1998  CBCC  Board  meeting,  CBCC  and  Synovus
continued to negotiate certain aspects of the Merger Agreement, resulting in its
execution on June 5, 1998.

         Recommendation  of CBCC Board of  Directors.  CBCC's Board of Directors
has unanimously approved the Merger Agreement and has determined that the Merger
is in the best interests of CBCC and its  shareholders.  The terms of the Merger
were the result of arms'-length negotiations between representatives of CBCC and
representatives  of Synovus.  Without assigning any relative or specific weights
to the factors, the Board of Directors of CBCC considered the following material
factors:  (i) the value of the consideration to be received by CBCC shareholders
relative to the book value and  earnings  per share of CBCC Common  Stock;  (ii)
certain information  concerning the financial  condition,  results of operations
and business prospects of Synovus;  (iii) the financial terms of recent business
combinations  in  the  financial  services  industry  and a  comparison  of  the
multiples of selected  combinations  with the terms of the proposed  transaction
with  Synovus;  (iv) the  alternatives  to the Merger,  including  remaining  an
independent  institution;  (v) the  competitive  and regulatory  environment for
financial institutions generally; (vi) the fact that the Merger will enable CBCC
shareholders  to  exchange  their  shares of CBCC  Common  Stock,  in a tax-free
transaction,  for  shares of common  stock of a regional  company,  the stock of
which is widely held and actively traded;  and (vii) the opinion of Brown, Burke
Capital   Partners,   Inc.  that  the  consideration  to  be  received  by  CBCC
shareholders as a result of the Merger is fair from a financial point of view.

         Each member of the Board of  Directors  of CBCC has agreed to vote such
members' shares of CBCC Common Stock in favor of the Merger.

                                       18


         CBCC'S   BOARD   OF   DIRECTORS   UNANIMOUSLY   RECOMMENDS   THAT  CBCC
SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

         Management  of Synovus  believes  that the Merger will provide  Synovus
with expanded market opportunities for profitable  long-term growth.  Management
of Synovus  also  believes  that the Merger  will  result in the  addition  of a
well-suited   and  positioned   banking   organization   to  Synovus'   existing
organization.

Opinion of Financial Advisor

         CBCC has retained Brown,  Burke Capital Partners,  Inc. ("BBCP") to act
as its financial advisor in connection with the Merger.  Representatives of BBCP
participated  in a  meeting  of the  CBCC  Board  held on May 18,  1998.  At the
meeting,  subject to the draft of the Merger  Agreement to purchase  CBCC,  BBCP
rendered  its oral opinion to the effect that,  as of such date,  conversion  of
each share of CBCC Common  Stock into the right to receive a number of shares of
Synovus  Common Stock equal to the Per Share  Exchange  Ratio and the additional
terms to be provided by the Merger  Agreement (the "Per Share Purchase Price and
Terms")  were  fair to the  stockholders  and  option  holders  of  CBCC  from a
financial  point of view.  BBCP has also rendered a written  opinion to the CBCC
Board  that,  on the  date  of this  Prospectus/Proxy  Statement,  based  on the
information set forth therein, the Per Share Purchase Price and Terms were fair,
from a financial point of view, to the CBCC stockholders and optionholders.

         The full text of BBCP's written  opinion is attached as Appendix "C" to
this  Prospectus/Proxy  Statement and is incorporated  herein by reference.  The
description  of the opinion set forth  herein is  qualified  in its  entirety by
reference to Appendix  "C." CBCC  stockholders  are urged to read the opinion in
its entirety for a description of the  procedures  followed,  assumptions  made,
matters considered,  and qualifications and limitations on the review undertaken
by BBCP in connection therewith.

         BBCP's  opinion is directed to the CBCC Board only and is directed only
to  the  Per  Share   Purchase  Price  and  Terms  and  does  not  constitute  a
recommendation  to any CBCC stockholder  regarding how such  stockholder  should
vote at the Special Meeting.

         In arriving at its  written  opinion,  BBCP,  among other  things:  (i)
analyzed   certain  audited  and  unaudited   financial   statements  and  other
information of CBCC and Synovus;  (ii) reviewed and discussed  with  appropriate
management  personnel  of  CBCC  and  Synovus  the  past  and  current  business
activities and financial  results and the business and financial outlook of CBCC
and Synovus;  (iii)  reviewed the historical  price and trading  activity of the
common stock of Synovus;  (iv) compared certain  financial and stock market data
relating  to  Synovus  with  similar  data  of  other   publicly   held  banking
institutions  considered to be potential alternative  affiliation  candidates to
Synovus for CBCC; (v) performed an analysis comparing the pro forma consequences
of the Merger to CBCC  stockholders  with respect to earnings per share assuming
dilution,  book  value per  share and  dividends  per share  represented  by the
Synovus Common Stock they will

                                       19


receive in the  Merger to those same  measures  represented  by the CBCC  Common
Stock they currently hold;  (vi) reviewed the prices paid in certain  comparable
acquisition  transactions of community  banking and thrift  institutions and the
multiples  of  earnings  and book  value and the level of deposit  base  premium
received by the selling  institutions;  (vii) reviewed the Merger  Agreement and
certain  related  documents;  (viii)  considered the financial  implications  of
certain other strategic  alternatives available to CBCC; and (ix) performed such
other analyses as BBCP deemed appropriate.

         In  conducting  its analysis and arriving at its opinion,  BBCP assumed
and relied upon, without independent verification, the accuracy and completeness
of the information it reviewed for the purposes of the opinion. BBCP also relied
upon the management of CBCC with respect to the reasonableness and achievability
of the  financial  forecast  (and the  assumptions  and  bases  underlying  such
forecast)  provided to it. CBCC  instructed  BBCP that,  for the purposes of its
opinion,  BBCP should  assume that such forecast will be realized in the amounts
and in the time periods currently estimated by the management of CBCC. BBCP also
assumed,  with CBCC's consent, that the aggregate allowances for loan losses for
each of CBCC and  Synovus  are  adequate  to cover such  losses.  BBCP is not an
expert in the  evaluation of allowances for loan losses and has not reviewed any
individual  credit  files.  BBCP  did  not  make,  nor  was it  furnished  with,
independent valuations or appraisals of the assets or liabilities of either CBCC
or Synovus  or any of their  subsidiaries.  BBCP did not,  and was not asked to,
express any opinion about what the value of Synovus  Common Stock  actually will
be when issued to the holders of CBCC Common Stock pursuant to the Merger or the
price at which  Synovus  Common  Stock  will  trade  subsequent  to the  Merger.
Moreover,  CBCC has informed BBCP, and BBCP has assumed, that the Merger will be
recorded  utilizing  pooling of interests  accounting  under generally  accepted
accounting principles.

         No  limitations  were imposed by CBCC or the CBCC Board on the scope of
BBCP's  investigation  or the procedures to be followed by BBCP in rendering its
opinion.  As part of its procedures,  BBCP held  discussions with selected major
regional bank holding companies for their indications of acquisition interest in
CBCC. The opinion is necessarily based on economic,  market and other conditions
as in effect on, and the  information  made available to BBCP as of, the date of
its analysis.

         In arriving at the  fairness,  from a financial  point of view,  of the
consideration to be received by the stockholders and optionholders of CBCC, BBCP
developed an opinion of the value of CBCC Common  Stock  should the  institution
remain  independent and analyzed such value in light of the premium  represented
by the Per Share  Purchase  Price and Terms.  In connection  with  rendering its
opinion to the CBCC Board, BBCP also reviewed a variety of generally  recognized
valuation  methodologies  and  merger  analyses  and  performed  those  which it
believed were most  appropriate  for developing its opinion of fairness,  from a
financial point of view.

         The preparation of a fairness opinion  involves various  determinations
of the most  appropriate  and  relevant  methods of  financial  analysis and the
application of those methods to the particular  circumstances,  and,  therefore,
such an opinion is not readily susceptible to summary  description.  In arriving
at its fairness opinion, BBCP did not

                                       20

attribute any particular  weight to any analysis or factor considered by it, but
rather made  qualitative  judgments about the significance and relevancy of each
analysis  and factor.  None of the analyses  performed  by BBCP were  assigned a
greater significance by BBCP than any other. Accordingly, BBCP believes that its
analyses must be considered as a whole and that a review of selected portions of
such  analyses  and the factors  considered  therein,  without  considering  all
analyses  and  factors,  could create a  misleading  or  incomplete  view of the
processes  underlying its opinion and any conclusions  reached  therein.  In its
analyses,  BBCP made numerous assumptions with respect to industry  performance,
general business and economic conditions,  and other matters,  many of which are
beyond CBCC's and Synovus' control.  Any estimates  contained in BBCP's analyses
are not necessarily  indicative of actual values or predictive of future results
or values that may be significantly  more or less favorable than such estimates.
Estimates of values of companies do not purport to be appraisals or  necessarily
reflect the prices at which companies or their securities  actually may be sold.
In addition,  as described above,  BBCP's opinion and  presentations to the CBCC
Board were only a few of many factors taken into consideration by the CBCC Board
in making its determination to approve the Agreement.

         The  following  is a brief  summary of  analyses  performed  by BBCP in
connection with its opinion delivered to the CBCC Board on May 18, 1998:

         Summary  of  Proposal.   BBCP   reviewed  the  terms  of  the  proposed
transaction as reflected in the Agreement,  including the calculation of the Per
Share  Exchange  Ratio.  BBCP stated that based on the closing  price of Synovus
Common Stock on May 15, 1998 of $23.38,  the Per Share Exchange Ratio of 5.43489
shares of Synovus Common Stock per share of CBCC Common Stock would provide CBCC
stockholders a per share value of $127.04 (the "Per Share Purchase  Price") or a
total deal value of $92.5 million.

         Indicated  Value of CBCC as an  Independent  Bank.  BBCP  undertook  an
analysis addressing the range of potential values which would be implied if CBCC
were to remain an independent  bank. BBCP computed this range of values based on
a discounted cash flow analysis, relying on projections extrapolated from CBCC's
1998 budget and its historical performance.  In this analysis methodology,  BBCP
assumed stockholders  received,  in addition to the projected dividend stream of
35% of projected earnings,  a terminal valuation at December 31, 2002 based upon
an average of (i) 2.10 times  projectable  book value at  December  31, 2002 and
(ii) 15.0 times projected earnings for such year. In addition, BBCP assumed that
all common stock equivalents were converted to common stock.  These amounts were
discounted at rates ranging from 12% to 16% and indicated net present  values to
CBCC stockholders between $61.9 million and $73.2 million.

         Per  Share  Merger  Consequences  Analysis.  Based  upon the Per  Share
Exchange  Ratio of 5.43489 shares of Synovus Common Stock for each share of CBCC
Common Stock and common stock  equivalents and using the earnings  estimates for
CBCC prepared by CBCC management and earnings  estimates for Synovus prepared by
independent  securities  analysts,  BBCP  compared the  estimated  1998 and 1999
earnings per share assuming dilution of CBCC Common Stock on a stand-alone basis
to the

                                       21


equivalent  pro forma  earnings per share  assuming  dilution of Synovus  Common
Stock which would be received  in the  Merger.  BBCP  concluded  that the Merger
would result in an earnings decrease of 40.8% in 1998 and 42.1% in 1999 for CBCC
stockholders in the combined company.

         BBCP also  analyzed  the  impact of the  Merger on the  amount of fully
diluted book value  represented  by a share of CBCC Common  Stock.  BBCP assumed
exercise  of all  outstanding  options  and  consummation  of the  Merger.  BBCP
concluded  that the Merger would result in a decrease of 39.3% in fully  diluted
book value on an equivalent per share basis for CBCC  stockholders  projected as
of March 31, 1998.

         BBCP also  compared  the amount of  dividends  expected to be paid on a
share of CBCC Common Stock before the Merger,  assuming 10% payout for 1998,  to
the level expected to be paid on a pro forma basis  reflecting the Merger.  BBCP
concluded that the Merger would result in an increase of 122.9% in dividends per
share for CBCC stockholders.

         Synovus' stock price, in recent years,  has exceeded  banking  industry
averages in terms of market  price-to-forecasted  earnings  per share and market
price-to-book  value per share. While comparable  institutions (banks located in
the Southeast  with assets  greater than $1 billion) as of June 1, 1998 trade at
average  multiples to projected 1998 earnings and book value of 18.3x and 3.03x,
respectively,  Synovus  Common  Stock trades at  multiples  to  forecasted  1998
earnings  and book value of 31.8x and 6.39x.  Such  premium to banking  industry
multiples  may  be  partially  attributed  to  Synovus'  80.7%  ownership  of  a
nonbanking  subsidiary,  Total System  Services,  Inc. ("Total  System").  Total
System is one of the world's largest credit, debit, commercial and private label
card  processing  companies.  Total  System's  Common  Stock trades at multiples
indicative of a high growth business. Each shareholder of CBCC Common Stock will
also receive an ownership  interest in Total System by virtue of Synovus'  80.7%
ownership interest in Total System.

         To adjust Synovus'  valuation so as to be comparable to more mainstream
bank  holding  companies,   BBCP  removed  earnings,  equity  and  market  value
attributable to Total System from Synovus. The resulting market value,  earnings
and equity were then assumed to be  attributable to adjusted  Synovus  ("Synovus
Adjusted"). As of the date of BBCP's May 18, 1998 oral opinion, Synovus Adjusted
traded at  multiples  to  projected  1998  earnings  and book value of 16.9x and
3.30x, which are in line with bank industry valuation benchmarks.

         In  addition,  BBCP  analyzed  the  impact  on the  Merger  if  Synovus
Adjusted,  as a stand-alone  entity, were to purchase CBCC. Using the same fully
diluted share base, BBCP assumed that Synovus Adjusted  purchased CBCC in an all
equity  transaction for $92.5 million.  Such analysis  resulted in the following
per share consequences for CBCC shareholders.  On an earnings per share assuming
dilution basis, the Merger would result in an earnings increase of 15.2% in 1998
and 6.9% in 1999 for  CBCC  shareholders  in the  combined  company.  On a fully
diluted book value basis,  the Merger would result in an increase of 19.9% on an
equivalent per share basis as of March 31,

                                       22

1998.

         Analysis  of  Selected  Other  Bank  Mergers   Involving   Southeastern
Community Banks and Thrifts.  BBCP reviewed nine mergers involving  Southeastern
community banks,  thrifts and bank holding companies  announced since January 1,
1998 in which the selling  institution  had a return on average  assets  between
 .75% and 1.50%.  BBCP noted in particular  the prices paid in these mergers as a
multiple of earnings and book values and the transaction premiums paid in excess
of tangible  book value as a percentage  of core  deposits.  BBCP also  reviewed
other data in  connection  with each of these  mergers,  including the amount of
total assets and the capital level of the acquired  institutions  and the return
on equity  and the  return on assets  of the  acquired  institutions.  BBCP then
compared  this  data to that of CBCC  and to the  value to be  received  by CBCC
stockholders in the Merger.

         This comparison  yielded a range of transaction  values as multiples of
latest  twelve-months  earnings  per share of a low of 21.5  times and a high of
36.3 times and a median  value of 25.9  times.  The CBCC  multiple  of  trailing
earnings was 26.7 times. The calculations  yielded a range of transaction values
as  multiples  of book  value per share of a low of 2.13 times to a high of 4.78
times and a median value of 3.21 times. The CBCC multiple of book value was 4.33
times.  Finally,  the calculations yielded a range of deposit base premiums paid
from a low of 23.33% to a high of 49.05%,  with a median  value of  27.26%.  The
equivalent premium on CBCC deposits  represented by the Per Share Purchase Price
and Terms was 33.5%.

         No company or transaction used in the above analyses as a comparison is
identical  to CBCC,  Synovus,  or the  Merger.  Accordingly,  an analysis of the
results  of  the  foregoing  necessarily  involves  complex  considerations  and
judgments concerning  differences in financial and operating  characteristics of
the companies  and other  factors that could affect the public  trading value of
the companies to which they are being compared.  Mathematical  analysis (such as
determining  the average or median) is not, in itself,  a  meaningful  method of
using comparable company data.

         In   connection   with  its  opinion  dated  the  date  of  this  Proxy
Statement/Prospectus,  BBCP confirmed the appropriateness of its reliance on the
analyses  used to render its May 18, 1998 opinion by  performing  procedures  to
update  certain of such analyses and by reviewing the  assumptions on which such
analyses were based and the factors considered in connection therewith.

         BBCP is  continually  engaged in the valuation of businesses  and their
securities in connection with mergers and acquisitions,  private placements, and
valuations for estate,  tax, corporate and other purposes.  CBCC has paid BBCP a
fee of $25,000 in connection with its engagement. An additional fee of 1% of the
aggregate market value of the  consideration  received by CBCC stockholders will
be payable to BBCP upon consummation of the Merger. Based upon an assumed Market
Price and value of a share of Synovus  Common Stock at the Effective Date of the
Merger of $24.125  (the closing  price of Synovus  Common Stock on July 6, 1998)
this additional fee would be approximately  $955,000. No compensation payable to
BBCP is contingent on the

                                       23


conclusions  reached in the opinion of BBCP.  CBCC has also agreed to  reimburse
BBCP for  reasonable  out-of-pocket-expenses  and to indemnify  BBCP and certain
related persons against  certain  liabilities  relating to or arising out of its
engagement.

Conditions to the Merger

         The respective obligations of Synovus and CBCC to effect the Merger are
subject  to the  satisfaction  prior  to the  Effective  Date  of the  following
conditions:  (i) the Merger Agreement and the transactions  contemplated thereby
shall have been approved by the affirmative vote of the holders of a majority of
CBCC Common Stock;  (ii) approval of the Merger  Agreement and the  transactions
contemplated  thereby by the Federal Reserve and the Georgia Banking Department;
(iii) receipt of all other regulatory consents and approvals which are necessary
to the  consummation of the transactions  contemplated by the Merger  Agreement;
provided,  however, that no approval or consent referred to therein or in clause
(ii) above will be deemed to have been received if it includes any conditions or
requirements  (other  than  conditions  or  requirements  which are  customarily
included  in such an  approval  or  consent)  which  would  have such a material
adverse  impact  on the  economic  or  business  benefits  of  the  transactions
contemplated by the Merger  Agreement as to render  inadvisable the consummation
of the Merger in the reasonable  opinion of the Board of Directors of Synovus or
CBCC; (iv) the  satisfaction  of all other statutory or regulatory  requirements
which are necessary to the consummation of the transactions  contemplated by the
Merger  Agreement;  (v) neither  Synovus nor CBCC shall be subject to any order,
decree or  injunction  or any other action of a United  States  federal or state
court  or  a  United  States  federal  or  state  governmental,   regulatory  or
administrative  agency  or  commission  permanently  restraining,  enjoining  or
otherwise  prohibiting the  transactions  contemplated by the Merger  Agreement;
(vi) the Registration Statement of which this Proxy Statement/Prospectus forms a
part will have become effective and no stop order  suspending the  effectiveness
of the Registration  Statement will have been issued and no proceedings for that
purpose will have been  initiated or  threatened by the  Commission  and Synovus
will have received all state  securities law and "Blue Sky" permits,  approvals,
qualifications   or  exemptions   necessary  to  consummate   the   transactions
contemplated  by the Merger  Agreement;  (vii) receipt by Synovus and CBCC of an
opinion  from KPMG to the effect  that the Merger  will be treated  for  federal
income tax purposes as a tax-free  reorganization  within the meaning of Section
368(a)(1)(A) of the Tax Code; (viii) receipt by Synovus and CBCC from each other
of a certificate  to the effect that the  representations  made by management of
such party to KPMG in  delivery of the  opinion  referenced  in (vii) above were
true,  correct and complete  when made;  and (ix) receipt by Synovus of a letter
dated as of the Effective  Date from KPMG to the effect that Merger will qualify
for pooling of interests accounting treatment.

         The  obligation  of  Synovus  to effect  the  Merger is  subject to the
satisfaction prior to the Effective Date of the following additional conditions:
(i) there shall not exist inaccuracies in the  representations and warranties or
instances of  non-compliance  with the covenants of CBCC set forth in the Merger
Agreement such that their aggregate effect has, or is reasonably likely to have,
a material  adverse  effect on CBCC and Synovus will have received a certificate
signed by the Chief Executive Officer of CBCC,

                                       24


dated the  Effective  Date,  to such effect;  (ii) there will be no discovery of
facts, or actual or threatened  causes of action,  investigations or proceedings
by or before any court or other  governmental  body that  relates to or involves
either CBCC or Bank of North Georgia:  (a) which, in the reasonable  judgment of
Synovus,  would  have a  Material  Adverse  Effect  (as  defined  in the  Merger
Agreement) upon CBCC or the consummation of the transactions contemplated by the
Merger  Agreement;  (b) that  challenges  the validity or legality of the Merger
Agreement or the  consummation  of the  transactions  contemplated by the Merger
Agreement;  or (c) that seeks to restrain or invalidate the  consummation of the
transactions contemplated by the Merger Agreement or seeks damages in connection
therewith;  (iii)  Synovus will not have  learned of any fact or condition  with
respect to the business, properties, assets, liabilities,  deposit relationships
or earnings of CBCC which, in the reasonable  judgment of Synovus, is materially
and adversely at variance with one or more of the warranties or  representations
set forth in the  Merger  Agreement  or which,  in the  reasonable  judgment  of
Synovus, has or will have a Material Adverse Effect on CBCC; (iv) Gordon R. Teel
and Donald D. Howard will have entered into Employment  Agreements with Synovus;
(v)  Bank of  North  Georgia  will  have a  CAMEL  rating  of at  least 2 on the
Effective Date and a Community Reinvestment Act Rating of at least Satisfactory;
(vi) on the Effective  Date, Bank of North Georgia will have a loan loss reserve
of at least 1.0% of loans and which will be  adequate in all  material  respects
under generally accepted accounting  principles  applicable to banks; (vii) CBCC
will have delivered to Synovus certain environmental reports; (viii) the results
of any  regulatory  exam of CBCC and Bank of North  Georgia  shall be reasonably
satisfactory to Synovus; and (ix) a "no claims" letter shall have been delivered
to Synovus by each of CBCC's officers and directors.

         The  obligation  of  CBCC  to  effect  the  Merger  is  subject  to the
satisfaction prior to the Effective Date of the following additional conditions:
(i) there shall not exist inaccuracies in the  representations and warranties or
instances  of  non-compliance  with the  covenants  of Synovus  set forth in the
Merger Agreement such that their aggregate  effect has, or is reasonably  likely
to have,  a material  adverse  effect on Synovus  and CBCC will have  received a
certificate  signed  by the  Chief  Executive  Officer  of  Synovus,  dated  the
Effective  Date,  to such effect;  (ii) the listing for trading of the shares of
Synovus  Common Stock which shall be issued  pursuant to the terms of the Merger
Agreement  on the NYSE shall have been  approved by the NYSE subject to official
notice of  issuance;  (iii) there will be no  discovery  of facts,  or actual or
threatened  causes of action,  investigations  or  proceedings  by or before any
court or other  governmental  body that relates to or involves either Synovus or
its  Subsidiaries:  (a) which, in the reasonable  judgment of CBCC, would have a
Material  Adverse  Effect  upon  either  Synovus  or  the  consummation  of  the
transactions  contemplated  by the Merger  Agreement;  (b) that  challenges  the
validity  or  legality  of  the  Merger  Agreement  or the  consummation  of the
transactions contemplated by the Merger Agreement; or (c) that seeks to restrain
or invalidate the  consummation of the  transactions  contemplated by the Merger
Agreement or seeks damages in connection therewith;  and (iv) CBCC will not have
learned  of any fact or  condition  with  respect to the  business,  properties,
assets, liabilities,  deposit relationships or earnings of Synovus which, in the
reasonable judgment of CBCC, is materially and adversely at variance with one or
more of the warranties or  representations  set forth in the Merger Agreement or
which, in the reasonable judgment

                                       25


of CBCC, has or will have a Material Adverse Effect on Synovus.

Regulatory Approvals

         As indicated  above,  consummation  of the Merger and the  transactions
contemplated  thereby  is  subject  to,  and  conditioned  upon,  receipt of the
approvals  from  the  Federal  Reserve  and  the  Georgia  Banking   Department.
Applications  in connection  with the Merger were filed with the Federal Reserve
and the Georgia Banking Department on or about June 11, 1998. The Merger has not
yet been approved by the Federal Reserve or the Georgia Banking Department.  The
Merger cannot be consummated  for 15 days after approval  thereof by the Federal
Reserve,  and during such  period,  the United  States  Justice  Department  may
challenge the Merger on antitrust grounds.

         There can be no  assurance  that the  Federal  Reserve  or the  Georgia
Banking Department or any other applicable  regulatory authority will approve or
take other required action with respect to the Merger.  Synovus and CBCC are not
aware of any  governmental  approvals  or actions  that are required in order to
consummate the Merger except as described  above.  Should such other approval or
action be  required,  it is  contemplated  that Synovus and CBCC would seek such
approval  or action.  There can be no  assurance  as to whether or when any such
other approval or action, if required, could be obtained.

Waiver and Amendment

         Prior to the Effective Date, any provision of the Merger  Agreement may
be waived by the party  entitled  to the  benefits of such  provision  or by all
parties, to the extent allowed by law. In addition,  the Merger Agreement may be
amended at any time,  to the extent  allowed by law, by an  agreement in writing
between Synovus and CBCC after approval of their respective Boards of Directors.

Termination

         The Merger  Agreement  may be terminated  prior to the Effective  Date,
either  before or after its  approval by the  stockholders  of CBCC:  (i) by the
mutual  consent  of  Synovus  and  CBCC,  if the Board of  Directors  of each so
determines  by vote of a majority  of the members of its entire  Board;  (ii) by
Synovus or CBCC, if  consummation  of the Merger does not occur by reason of the
failure of any of the  conditions  precedent  set forth in the Merger  Agreement
unless the failure to meet such  condition  precedent  is due to a breach of the
Merger Agreement by the party seeking to terminate;  or (iii) by Synovus or CBCC
if its Board of Directors so  determines by vote of a majority of the members of
its entire Board in the event that the Merger is not consummated by November 30,
1998  unless the failure to so  consummate  by such time is due to the breach of
the Merger  Agreement  by the party  seeking to  terminate.  In the event of the
termination  of the Merger  Agreement  by Synovus or CBCC for the reasons and as
provided in this paragraph, the Merger Agreement will become void.

                                       26


Interests of Certain Persons in the Merger

         No officer or director of CBCC, nor any of their  "associates," has any
direct or  indirect  material  interest  in the  Merger,  except  insofar as the
following might be deemed to create such an interest:  (i) the ownership by such
person of CBCC Common Stock or options to purchase such stock under the existing
CBCC stock option plan;  (ii) the continued  employment by such person with Bank
of North Georgia after  consummation of the Merger;  (iii) the potential service
by such person as a director of Bank of North Georgia after  consummation of the
Merger;  (iv) after the  Effective  Date,  the  eligibility  of such  persons to
participate  in the Synovus  Financial  Corp.  Director  and/or  Employee  Stock
Purchase Plans or Synovus' welfare, incentive and benefit plans; and (v) certain
rights to  indemnification.  The CBCC  Board was  aware of these  interests  and
considered them, among other matters,  in approving the Merger Agreement and the
transactions contemplated thereby.

         Pursuant to the Merger  Agreement,  for a period of six years after the
Effective  Date,  Synovus will  indemnify,  defend and hold harmless each person
entitled  to  indemnification  from CBCC and Bank of North  Georgia  against all
liabilities  arising out of actions or  omissions  occurring  at or prior to the
Effective Date (including the transactions contemplated by the Merger Agreement)
to the  fullest  extent  permitted  under  Georgia law and by CBCC's and Bank of
North Georgia's Articles of Incorporation and bylaws.

         CBCC officers and employees  with  outstanding  stock options under any
CBCC stock  option plan will have their  options  converted  into  options  with
respect to Synovus Common Stock in accordance  with the Per Share Exchange Ratio
applicable to the Merger.  All other provisions of the stock option plan of CBCC
will remain in effect.

         In addition, as a condition to the Merger,  Synovus has agreed to enter
into an  Employment  Agreement  with  Gordon R. Teel,  Chairman of the Board and
Chief Executive Officer of CBCC. Pursuant to the Employment Agreement,  Mr. Teel
will be elected as  Chairman of the Board and Chief  Executive  Officer and as a
director of Bank of North  Georgia.  The  Agreement  is for a two-year  term and
provides that Mr. Teel will be compensated for his services at an annual rate of
base compensation of $276,600 per year, will be guaranteed an incentive bonus of
at least  $100,000 for 1998 and will be eligible to receive an annual  incentive
bonus of 50% of his annual base  compensation  during the term of the Employment
Agreement.  The Employment Agreement also provides that Mr. Teel will be granted
an option to purchase  15,000  shares of Synovus  Common Stock on the  Effective
Date of the Merger at an exercise  price  equal to the closing  price of Synovus
Common  Stock on the  Effective  Date of the Merger  with the  options  becoming
exercisable  three  years  from the  Effective  Date.  Finally,  the  Employment
Agreement  provides  that Mr.  Teel  will not  compete  with  Synovus  following
termination of his employment under certain  circumstances for a two-year period
following the Effective Date of the Merger.

         As an  additional condition to the Merger, Synovus has  agreed to enter
into an  Employment  Agreement  with  Donald  D.  Howard,  President  and  Chief
Executive Officer of
                                       27


Bank of North Georgia.  Pursuant to the Employment Agreement, Mr. Howard will be
elected as President and Chief Operating  Officer of Bank of North Georgia.  The
Agreement  is for a  three-year  term  and  provides  that  Mr.  Howard  will be
compensated for his services at an annual rate of base  compensation of $160,000
per year, will be guaranteed an incentive bonus of at least $64,000 for 1998 and
will be eligible to receive an annual  incentive bonus of 50% of his annual base
compensation  during  the  term  of the  Employment  Agreement.  The  Employment
Agreement  also  provides  that Mr. Howard will be granted an option to purchase
15,000 shares of Synovus  Common Stock on the Effective Date of the Merger at an
exercise  price  equal to the  closing  price  of  Synovus  Common  Stock on the
Effective Date of the Merger with the options becoming  exercisable  three years
from the Effective Date.  Finally,  the Employment  Agreement  provides that Mr.
Howard will not compete with Synovus for a two-year period following termination
of his  employment  under  certain  circumstances,  with the  restricted  period
ending,  in all events,  on the third  anniversary  of the Effective Date of the
Merger.

         In addition,  Synovus has agreed to enter into its  standard  Change of
Control  Agreement  ("Agreement")  with Mr. Teel and Mr. Howard.  Each Agreement
provides  severance pay and  continuation of certain  benefits in the event of a
Change  of  Control.  In order to  receive  benefits  under the  Agreement,  the
executive's employment must be terminated involuntarily,  without cause, whether
actual or  "constructive"  within one year  following a Change of Control or the
executive may  voluntarily  or  involuntarily  terminate  employment  during the
thirteenth month following a Change of Control. Generally, a "Change of Control"
is deemed to occur in any of the following circumstances: (i) the acquisition by
any person of 20% or more of the "beneficial  ownership" of Synovus' outstanding
voting  stock,  with certain  exceptions  for Turner  family  members;  (ii) the
persons  serving as  directors  of Synovus as of the date of the  Agreement  and
those replacements or additions subsequently approved by a two-thirds (2/3) vote
of the  Synovus  Board  ceasing to  comprise  at least  two-thirds  (2/3) of the
Synovus Board; (iii) a merger, consolidation, reorganization or sale of Synovus'
assets  unless  (a) the  previous  beneficial  owners of  Synovus  own more than
two-thirds (2/3) of the new company, (b) no person owns more than 20% of the new
company, and (c) two-thirds (2/3) of the new company's Board were members of the
incumbent Board which approved the business  combination;  or (iv) a "triggering
event"  occurs as defined  in the  Synovus  Rights  Agreement.  For  information
concerning the Synovus Rights Agreement, see "DESCRIPTION OF STOCK AND EFFECT OF
MERGER ON RIGHTS OF CBCC  SHAREHOLDERS-The  Rights Plan." Under each  Agreement,
severance  pay would equal two times  current base salary and bonus,  with bonus
being  defined  as the  average  of  the  previous  three  years  measured  as a
percentage  of base salary  multiplied  by current base salary.  Medical,  life,
disability and other welfare benefits will be provided at the expense of Synovus
for two years with the level of coverage being  determined by the amount elected
by the executive  during the open enrollment  period  immediately  preceding the
Change of Control.  The executive would also receive a short-year  bonus for the
year of  separation  based on the greater of a half year's  maximum bonus or pro
rata  maximum  bonus to the date of  termination  and a cash amount in lieu of a
long-term  incentive  award for the year of  separation.  If the  executive  has
already received a long-term  incentive award in the separation year, the amount
would equal 1.5 times the market grant and if the  executive has not, the amount
would equal 2.5 times the market grant.  If the executive were to be impacted by
the Internal Revenue

                                       28


Service  excise tax that  applies to certain  change of control  agreements,  he
would  receive  additional  gross  up  payments  so that he would be in the same
position  as if there were no excise  tax.  The  Agreement  does not provide for
retirement benefits or perquisites.

Employee Benefits

         Synovus  has  agreed  in  the  Merger  Agreement  that,  following  the
Effective Date, Synovus will provide generally to officers and employees of Bank
of  North  Georgia  employee  benefits,  including  without  limitation  pension
benefits, health and welfare benefits, life insurance and vacation and severance
arrangements (collectively, "Employee Benefits"), on terms and conditions which,
when taken as a whole, are substantially  similar to those currently provided by
CBCC and Bank of North  Georgia.  As soon as  administratively  and  financially
practicable  following  the  Effective  Date,  Synovus  has  agreed  to  provide
generally to officers and employees of Bank of North Georgia  employee  benefits
which,  when taken as a whole,  are  substantially  similar to those provided to
Synovus and its Subsidiaries to their similarly situated officers and employees.

Tax Opinion

         Synovus  and CBCC have  received  an opinion  from KPMG,  to the effect
that:  (i) the Merger will  constitute a tax-free  reorganization  under Section
368(a)(1)(A)  of the Tax Code;  (ii) the  basis of  Synovus  Common  Stock to be
received by each CBCC  shareholder  will be the same as the basis of CBCC Common
Stock  surrendered  in exchange  therefor;  (iii) the holding  period of Synovus
Common Stock will include the holding period of the CBCC Common Stock  exchanged
therefor, provided that such CBCC Common Stock is held as a capital asset at the
Effective Date of the Merger; and (iv) that, upon consummation of the Merger, no
gain or loss will be recognized by the  shareholders  of CBCC upon their receipt
of shares of Synovus Common Stock:  (a) with the exception of any income or loss
that  will be  recognized  by any CBCC  shareholders  with  respect  to any cash
payments  required to be received by them in lieu of their receipt of fractional
shares of Synovus  Common  Stock;  (b) with the  exception of any income or loss
that  will be  recognized  by any CBCC  shareholders  with  respect  to any cash
payments  received  by them by  virtue  of their  exercise  of  their  statutory
dissenters'  rights  against the  Merger;  and (c) except to the extent that the
Share Purchase Rights,  which are described on pages 35 through 38 of this Proxy
Statement/Prospectus,  are determined to be other property within the meaning of
Section 356 of the Tax Code, as described on pages 8 and 9 of the opinion, which
is attached  hereto as Appendix "D." The Tax Opinion was issued on July 7, 1998.
The Tax Opinion is based upon certain  assumptions  and  representations  by the
managements of Synovus and CBCC (including,  in general, the absence of any plan
or intention of CBCC's  shareholders to sell or otherwise  dispose of any amount
of Synovus  Common  Stock  received  in the Merger  that would  violate  certain
precedents   regarding   continuity   of   interest   required  to  exist  in  a
reorganization). KPMG serves Synovus as independent auditors.

         ALL CBCC SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO
 THE SPECIFIC CONSEQUENCES TO THEM OF THE MERGER

                                       29


UNDER FEDERAL, STATE, LOCAL AND ANY OTHER APPLICABLE INCOME TAX LAWS.

Accounting Treatment

         It is anticipated that the Merger will be accounted for as a pooling of
interests for financial reporting  purposes.  The Merger Agreement provides that
consummation  of the Merger is  subject to the  receipt by Synovus of an opinion
from KPMG to the effect that the Merger will  qualify as a pooling of  interests
under  generally  accepted  accounting  principles and  applicable  rules of the
Commission if consummated in accordance with the Merger Agreement.

Expenses

         The Merger  Agreement  provides that Synovus and CBCC will each pay its
own expenses in connection with the Merger and the transactions  contemplated by
the Merger  Agreement,  including,  but not limited to, the fees and expenses of
its own counsel and accountants.

Resales of Synovus Common Stock

         The  shares of  Synovus  Common  Stock  issued  pursuant  to the Merger
Agreement will be freely transferable under the Securities Act except for shares
issued to any  shareholder  who may be deemed to be an  "affiliate"  of CBCC for
purposes of Rule 145 under the Securities Act as of the date of the CBCC Special
Meeting.  Affiliates  may not sell their shares of Synovus Common Stock acquired
in  connection  with the Merger  except  pursuant to an  effective  registration
statement  under the Securities  Act covering such shares or in compliance  with
Rule 145 promulgated  under the Securities Act or another  applicable  exemption
from the  registration  requirements of the Securities  Act.  Persons who may be
deemed to be affiliates of CBCC generally  include  individuals or entities that
control, are controlled by or are under common control with CBCC and may include
certain  officers and  directors of CBCC as well as  principal  shareholders  of
CBCC.

         CBCC has  agreed in the  Merger  Agreement  to use its best  efforts to
cause each director,  executive  officer and other person who is an affiliate of
CBCC to enter into an agreement with Synovus providing that such person will not
sell, pledge, transfer or otherwise dispose of shares of CBCC Common Stock owned
by such  person or Synovus  Common  Stock to be  received  by such person in the
Merger:  (i) in the case of shares  of  Synovus  Common  Stock  only,  except in
compliance  with the  applicable  provisions of the Securities Act and the rules
and  regulations  thereunder;  and (ii) during the  periods  when any such sale,
pledge, transfer or other disposition would, under generally accepted accounting
principles  or the rules,  regulations  or  interpretations  of the  Commission,
disqualify  the  Merger for  pooling of  interests  accounting  treatment.  Such
periods in general  encompass the period  commencing 30 days prior to the Merger
and ending at the time of publication of financial  results covering at least 30
days of combined operations of Synovus and CBCC. This Proxy Statement/Prospectus
does not

                                       30


cover resales of Synovus Common Stock following  consummation of the Merger, and
no person may make use of this Proxy Statement/Prospectus in connection with any
such resale.

NYSE Listing

         Synovus  Common Stock is listed on the NYSE.  The Synovus  Common Stock
issued to the  shareholders  of CBCC  pursuant to the Merger  Agreement  will be
listed on the NYSE.

                    DESCRIPTION OF STOCK AND EFFECT OF MERGER
                         ON RIGHTS OF CBCC SHAREHOLDERS

         If  the  Merger  is   consummated,   CBCC   shareholders   will  become
shareholders  of  Synovus  (other  than  CBCC  shareholders  who  perfect  their
statutory dissenters' rights against the Merger).

         The  following  sets forth,  in summary  form, a comparison  of certain
rights of shareholders  owning Synovus Common Stock and shareholders owning CBCC
Common Stock.

                       [Rest of page intentionally blank]

                                       31
<TABLE>
<CAPTION>


               Synovus                                                             CBCC
<S>                                                           <C>
   1.   Ten votes for each share held,                        1.   One vote for each share held
        except in certain limited
        circumstances described below

   2.   No cumulative voting rights in the                    2.   Shareholders have cumulative
        election of directors, meaning that                        voting rights in the election of
        the holders of a plurality of the                          directors, meaning that a
        shares elect the entire Board of                           shareholder may vote the number
        Directors                                                  of shares owned by such
                                                                   shareholder for each nominee or
                                                                   may cumulate his or her
                                                                   votes by giving one nominee as many votes as
                                                                   equals the number of
                                                                   directors  to  be elected
                                                                   multiplied by the number of
                                                                   his or her shares, or
                                                                   may distribute
                                                                   his or her votes on the
                                                                   same principle
                                                                   among any number of
                                                                   such nominees

   3.   Dividends may be paid from funds                      3.   Dividends may be paid from funds
        legally available, subject to                              legally available, subject to
        contractual and regulatory                                 contractual and regulatory
        restrictions                                               restrictions

   4.   Right to  participate  pro rata in                   4.    Right to  participate  pro rata in
        distribution  of assets upon                               distribution  of assets  upon  liquidation
        liquidation

   5.   No  pre-emptive  or other  rights to                 5.    Shareholders  have  pre-emptive
        subscribe  for any  additional  shares                     rights to  subscribe  for any 
        or securities                                              additional shares of CBCC
                                                                   Common Stock if issued for cash
                                                                   consideration

   6.   No conversion  rights                                 6.   No conversion rights 

   7.   Directors serve staggered 3-year                      7.   Directors serve one-year terms
        terms

                                       32


   8.   Certain corporate actions, including                  8.   Corporate actions require the
        business combinations, require the                         affirmative vote of a majority of the
        affirmative action or vote of 66-                          votes actually cast at the meeting,
        2/3% of the votes entitled to be                           unless otherwise required by law,
        cast by the shareholders of all                            as is the case in business
        voting stock                                               combinations which require the
                                                                   affirmative vote of a majority of the
                                                                   votes entitled to be cast at the
                                                                   meeting

   9.  No preferred stock is authorized                       9.   5,000,000 shares of preferred
                                                                   stock are authorized

  10.  Common Stock  Purchase  Rights                        10.   No  comparable  provision  
       trade with shares as described below

</TABLE>

Synovus Common Stock

         Synovus is incorporated  under the Georgia Business  Corporation  Code,
and Synovus is authorized to issue  600,000,000  shares of Synovus Common Stock,
of which shares  263,110,874 were  outstanding on June 30, 1998.  Synovus has no
preferred stock authorized. Synovus' Board of Directors may at any time, without
additional approval of the holders of Synovus Common Stock, issue authorized but
unissued shares of Synovus Common Stock.

         Synovus' Articles of Incorporation and bylaws presently contain several
provisions which may make Synovus a less attractive target for an acquisition of
control  by an  outsider  who does not have the  support  of  Synovus'  Board of
Directors.  See  "DESCRIPTION  OF STOCK  AND  EFFECT OF MERGER ON RIGHTS OF CBCC
SHAREHOLDERS  - Voting  Rights -  Certain  Anti-Takeover  Effects  - The  Voting
Amendment";  " - The Rights Plan"; " - Staggered  Board of  Directors";  and " -
Evaluation of Business Combinations."

                                       33


Voting Rights - Certain Anti-Takeover Effects - The Voting Amendment

         Pursuant to an  amendment  to Synovus'  Articles of  Incorporation  and
bylaws  which  became   effective  on  April  24,  1986  ("Voting   Amendment"),
shareholders  of Synovus  Common  Stock are entitled to ten votes on each matter
submitted  to a vote at a meeting  of  shareholders  for each  share of  Synovus
Common Stock which:  (i) has had the same beneficial owner since April 24, 1986;
(ii) was acquired by reason of  participation  in a dividend  reinvestment  plan
offered  by  Synovus  and is held by the same  beneficial  owner for whom it was
acquired under such plan;  (iii) is held by the same beneficial owner to whom it
was issued as a result of an  acquisition  of a company or  business  by Synovus
where the  resolutions  adopted by Synovus'  Board of Directors  approving  such
issuance  specifically  reference  and grant such  rights,  including  shares of
Synovus  Common  Stock to be  issued  to the  former  shareholders  of CBCC upon
consummation of the Merger; (iv) was acquired under any employee, officer and/or
director  benefit plan  maintained for one or more  employees,  officers  and/or
directors of Synovus and/or its subsidiaries, and is held by the same beneficial
owner  for  whom it was  acquired  under  such  plan;  (v) is  held by the  same
beneficial owner to whom it was issued by Synovus, or to whom it was transferred
by Synovus from treasury shares,  and the resolutions  adopted by Synovus' Board
of Directors approving such issuance and/or transfer specifically  reference and
grant such rights;  (vi) has been  beneficially  owned  continuously by the same
shareholder  for a period of 48  consecutive  months prior to the record date of
any meeting of  shareholders  at which the share is eligible to be voted;  (vii)
was acquired as a direct result of a stock split,  stock  dividend or other type
of share  distribution  if the share as to which it was  distributed has had the
same beneficial owner for a period of 48 consecutive  months prior to the record
date of any meeting of  shareholders at which the share is eligible to be voted;
or (viii) is owned by a holder who, in addition to shares which are beneficially
owned under the provisions of (i)-(vii)  above, is the beneficial  owner of less
than   1,139,063   shares  of  Synovus  Common  Stock  (which  amount  has  been
appropriately   adjusted  to  reflect  the  stock  splits  which  have  occurred
subsequent to April 24, 1986 and with such amount to be  appropriately  adjusted
to properly reflect any other change in Synovus Common Stock by means of a stock
split, a stock dividend,  a recapitalization  or otherwise occurring after April
24, 1986)  ("ten-vote  shares").  Shareholders of shares of Synovus Common Stock
not  described  above are  entitled  to one vote per  share for each such  share
("one-vote  shares").  A shareholder  may own both ten-vote  shares and one-vote
shares,  in which case he will be entitled to ten votes for each ten-vote  share
and one vote for each one-vote share.

         In  connection   with  various   meetings  of  Synovus'   shareholders,
shareholders are required to submit to Synovus' Board of Directors  satisfactory
proof necessary for it to determine whether such shareholders' shares of Synovus
Common  Stock are  ten-vote  shares.  If such  information  is not  provided  to
Synovus' Board of Directors,  shareholders  who would, if they had provided such
information,  be entitled to ten votes per share,  are entitled to only one vote
per share.

         As Synovus Common Stock is registered with the Commission and is listed
on the NYSE,  Synovus Common Stock is subject to the provisions of an NYSE rule,
which, in general, prohibits a company's common stock and equity securities from
being

                                       34


authorized  or remaining  authorized  for listing on NYSE if the company  issues
securities  or takes  other  corporate  action  that  would  have the  effect of
nullifying,  restricting or  disparately  reducing the voting rights of existing
shareholders  of the  company.  However,  such  rule  contains  a  "grandfather"
provision,  under which Synovus'  Voting  Amendment  falls,  which,  in general,
permits  grandfathered  disparate  voting rights plans to continue to operate as
adopted.  Synovus' management believes that all current  shareholders of Synovus
Common  Stock are  entitled  to ten votes per share,  and as such,  the  further
issuance  of  any  ten-vote  shares  would  not   disenfranchise   any  existing
shareholders.  In the event it is determined  in the future that Synovus  cannot
continue to issue  ten-vote  shares in mergers and  acquisitions,  Synovus  will
consider  repealing  the Voting  Amendment  and  restoring  the principle of one
share/one vote.

         If the Merger is approved,  present  shareholders of CBCC Common Stock,
as future  shareholders  of Synovus Common Stock,  will,  pursuant to the Voting
Amendment  described above, be entitled to ten votes per share for each share of
Synovus Common Stock  received by them on the Effective  Date of the Merger.  In
addition,  present employees of CBCC will be entitled to ten votes per share for
each share of Synovus Common Stock received by them on exercise of their options
to purchase CBCC Common Stock (which will be converted  into options to purchase
Synovus  Common  Stock as a result of the  Merger) and on exercise of options to
purchase  Synovus  Common  Stock  which may be  granted by Synovus in the future
pursuant  to  any  of  its  employee,  officer  and/or  director  benefit  plans
maintained  for one or more  employees,  officers  and/or  directors  of Synovus
and/or its subsidiaries.  In addition to such ten vote shares,  such persons may
also  acquire  by  purchase,  stock  dividend  or  otherwise,  up  to  1,139,063
additional  shares of Synovus  Common  Stock  which will also be entitled to ten
votes per  share.  However,  if CBCC  shareholders  acquire by  purchase,  stock
dividend or otherwise,  more than 1,139,063  additional shares of Synovus Common
Stock, they will be entitled to only receive one vote per share for each of such
shares in excess of 1,139,063 shares until they have been held for four years.

         Except with respect to voting,  ten-vote shares and one-vote shares are
identical in all respects and constitute a single class of stock,  i.e., Synovus
Common  Stock.  Neither  the  ten-vote  shares nor the  one-vote  shares  have a
preference over the other with regard to dividends or upon liquidation.  Synovus
Common Stock does not carry any preemptive rights enabling a holder to subscribe
for or receive shares of Synovus Common Stock.

The Rights Plan

         On April 20,  1989,  the Board of Directors  of Synovus  established  a
Share Purchase Rights Plan ("Rights Plan") and declared a dividend  distribution
of one Common Stock  Purchase  Right  ("Right")  for each  outstanding  share of
Synovus  Common  Stock.  Each  Right once it becomes  exercisable  entitles  the
registered  holder to purchase from Synovus one share of Synovus Common Stock at
a price of $12.84 per share ("Purchase Price"). The description and terms of the
Rights are set forth in a Rights Agreement ("Rights  Agreement") between Synovus
and SunTrust Bank, Atlanta

                                       35


(formerly Trust Company Bank), as Rights Agent ("Rights Agent").

         As  discussed  below,  initially  the Rights  will not be  exercisable,
certificates will not be sent to shareholders and the Rights will  automatically
trade with Synovus  Common  Stock.  Until the close of business on the tenth day
following  the  earlier to occur of (i) a public  announcement  that a person or
group of affiliated persons has become an Acquiring Person,  which is defined as
a  person  who has  acquired,  or  obtained  the  right to  acquire,  beneficial
ownership of securities of Synovus  representing  10% or more of the outstanding
Common  Stock of  Synovus,  or such  earlier  date as a majority of the Board of
Directors shall become aware of the existence of an Acquiring Person (the "Stock
Acquisition  Date"),  or (ii) the commencement of, or public  announcement of an
intention  to commence,  a tender or exchange  offer the  consummation  of which
would result in the ownership of 15% or more of the  outstanding  Synovus Common
Stock (the  earlier of such dates being  called the  "Distribution  Date"),  the
Rights will be evidenced by the Synovus  Common Stock  certificates.  As soon as
practicable  following the Distribution Date, separate  certificates  evidencing
the  Rights  ("Rights  Certificates")  will be  mailed to  holders  of record of
Synovus Common Stock as of the close of business on the  Distribution  Date, and
such  separate  certificates  alone will  evidence the Rights from and after the
Distribution Date.

         Each of the following  persons (an "Exempt  Person") will not be deemed
to be an Acquiring  Person even if they have acquired,  or obtained the right to
acquire,  beneficial ownership of 10% or more of the outstanding Common Stock of
Synovus:  (i) Synovus,  any subsidiary of Synovus,  any employee benefit plan or
employee  stock  plan of  Synovus  or of any  subsidiary  of  Synovus;  (ii) any
shareholder who is a descendant of D. Abbott Turner (the "Turner  Family"),  any
shareholder  who is  affiliated  or  associated  with the Turner  Family and any
person who would otherwise become an Acquiring Person as a result of the receipt
of  Common  Stock or a  beneficial  interest  in Common  Stock  from one or more
members of the Turner Family by way of gift,  devise,  descent or  distribution,
but not by way of sale, unless any such person, together with his affiliates and
associates,  becomes the  beneficial  owner of more than 30% of the  outstanding
shares of Synovus Common Stock;  (iii) any person who would otherwise  become an
Acquiring  Person  solely by virtue of a reduction in the number of  outstanding
shares of Synovus  Common  Stock  unless and until such person  shall become the
beneficial owner of any additional  shares of Synovus Common Stock; and (iv) any
person who is not  otherwise  an Exempt  Person and who as of April 20, 1989 was
the beneficial  owner of 10% or more of the outstanding  Common Stock unless and
until such person shall become the beneficial owner of any additional  shares of
Synovus Common Stock.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire at the close of business on May 4, 1999,  unless earlier redeemed by
Synovus as described below.

         The Purchase Price payable,  and the number of shares of Synovus Common
Stock or other securities or property issuable,  upon exercise of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or  reclassification  of the
Common Stock, (ii) upon the grant

                                       36


to holders of the Common Stock of certain  rights or warrants to  subscribe  for
Common Stock or convertible  securities at less than the current market price of
the Common Stock or (iii) upon the  distribution  to holders of the Common Stock
of evidences of indebtedness or assets  (excluding  dividends  payable in Common
Stock) or of subscriber rights or warrants (other than those referred to above).

         After the Rights have become  exercisable,  if Synovus is acquired in a
merger or other  business  combination  (in which any shares of  Synovus  Common
Stock are changed into or exchanged for other securities or assets) or more than
30% of the assets or earning power of Synovus and its  Subsidiaries  (taken as a
whole)  are  sold or  transferred  in one  transaction  or a series  of  related
transactions,  the Rights Agreement provides that proper provision shall be made
so that each  holder of record of a Right will have the right to  receive,  upon
payment of the  Purchase  Price,  that  number of shares of common  stock of the
acquiring company having a market value at the time of such transaction equal to
two times the Purchase Price.

         In the event (i) any Person (other than an Exempt  Person)  becomes the
beneficial owner of 15% or more of the then outstanding shares of Synovus Common
Stock or any  Exempt  Person who is the  beneficial  owner of 15% or more of the
outstanding  shares of Synovus  Common  Stock fails to continue to qualify as an
Exempt Person (unless, in either case, such Person's failure is inadvertent and,
within 10 days  after the date upon which  Synovus  first  becomes  aware of the
occurrence  of such  ownership,  the Board of Directors  in its sole  discretion
approves the beneficial  ownership interest then held by such Person or provides
such  Person a 30-day  period to divest a  sufficient  number of shares so as to
decrease  the  beneficial  ownership  of  such  Person  to less  than  15% or to
requalify as an Exempt  Person,  and such Person does so) or (ii) any  Acquiring
Person or any of its affiliates or associates,  directly or indirectly,  engages
in certain self-dealing transactions with Synovus as more particularly described
in the Rights Agreement, such as entering into a merger with Synovus or engaging
in  transactions  with Synovus on terms and conditions less favorable to Synovus
than  Synovus  would be able to obtain in an  arm's-length  negotiation  with an
unaffiliated  third party, then, and in each such case, each holder of record of
a Right,  other than the Acquiring  Person,  will  thereafter  have the right to
receive,  upon payment of the Purchase  Price,  that number of shares of Synovus
Common Stock having a market value at the time of the transaction equal to twice
the  Purchase  Price.  Any Rights that are or were at any time,  on or after the
earlier of the Stock  Acquisition  Date or the Distribution  Date,  beneficially
owned by an  Acquiring  Person  which is or was  involved in or which  caused or
facilitated,  directly or indirectly,  the event or transaction or  transactions
described  in this  paragraph  shall  become  null and  void.  Each of the above
described events and each of the events  described in the previous  paragraph is
referred to as a "Triggering Event."

         To the extent that  sufficient  shares of Synovus  Common Stock are not
available for the exercise in full of the Rights, holders of Rights will receive
upon  exercise  shares of Common  Stock to the extent  available  and then cash,
property or other securities of Synovus,  in proportions  determined by Synovus,
so that the  aggregate  value  received  is equal to twice the  Purchase  Price.
Synovus,  however,  shall  not be  required  to  issue  any  cash,  property  or
securities (other than Synovus Common Stock) upon exercise of

                                       37


the Rights to the extent their  aggregate  value would exceed the amount of cash
Synovus would otherwise be entitled to receive upon exercise in full of the then
exercisable Rights.

         No  fractional  shares of  Synovus  Common  Stock  will be issued  upon
exercise of the Rights and, in lieu  thereof,  a payment in cash will be made to
the holder of such Rights equal to the same fraction of the current market value
of a share of Synovus Common Stock.

         At any time until the date of the first  Triggering  Event  (subject to
extension  by the Board of  Directors),  Synovus may redeem the Rights in whole,
but not in part, at a price of $0.01 per Right.  Immediately  upon the action of
the Board of  Directors of Synovus  authorizing  redemption  of the Rights,  the
Rights  will  terminate,  and the only right of the holders of Rights will be to
receive the redemption price without any interest thereon.

         Until the close of business on the date of the first  Triggering  Event
(subject to extension)  Synovus may, except with respect to the redemption price
or the date of expiration of the Rights,  amend the Rights in any manner.  After
the date of the first  occurrence of a Triggering  Event (subject to extension),
Synovus  may amend the Rights in any manner that does not  adversely  affect the
interest of holders of the Rights.

         Until a Right is exercised, the holder, as such, will have no rights as
a shareholder of Synovus, including, without limitation, the right to vote or to
receive dividends.

         The issuance of the Rights is not taxable to Synovus or to shareholders
under presently  existing federal income tax law, and will not change the way in
which  shareholders  can  presently  trade Synovus  Common Stock.  If the Rights
should   become   exercisable,   shareholders,   depending   on  then   existing
circumstances, may recognize taxable income.

         A copy of the Rights Agreement has been filed with the Commission as an
Exhibit to a Registration  Statement on Form 8-A which is incorporated into this
Proxy  Statement/Prospectus  by  reference.  A copy of the Rights  Agreement  is
available  free of charge from either  SunTrust Bank,  Atlanta or Synovus.  This
summary  description  of the  Rights  does not  purport  to be  complete  and is
qualified in its entirety by reference to the Rights Agreement. If the Merger is
approved,  Rights will attach to the Synovus  Common Stock issued to the present
shareholders of CBCC.

Staggered Board of Directors; Supermajority Approvals

         Pursuant to Synovus'  Articles of  Incorporation  and bylaws,  Synovus'
Board of Directors is divided into three classes of directors  serving staggered
3-year  terms,  with  the  terms of each  class  of  directors  to  expire  each
succeeding year. Also pursuant to Synovus' Articles of Incorporation and bylaws,
the vote or action of shareholders  possessing  66-2/3% of the votes entitled to
be cast by the shareholders of all the issued and outstanding  shares of Synovus
Common  Stock  is  required   to:  (i)  call  a  special   meeting  of  Synovus'
shareholders; (ii) fix, from time to time, the number of members of

                                       38


Synovus'  Board  of  Directors;  (iii)  remove  a member  of  Synovus'  Board of
Directors;  (iv) approve any merger or consolidation of Synovus with or into any
other corporation, and the sale, lease, exchange or other disposition of all, or
substantially all, of Synovus' assets to or with any other  corporation,  person
or entity,  with  respect to which the  approval  of  Synovus'  shareholders  is
required by the  provisions of the corporate  laws of the State of Georgia;  and
(v)  alter,   delete  or  rescind  any   provision   of  Synovus'   Articles  of
Incorporation.

         This allows  directors  to be removed  only for cause by 66-2/3% of the
votes  entitled to be cast at a  shareholders'  meeting called for that purpose.
Vacancies  or new  directorships  can only be filled by a  majority  vote of the
directors then in office. Synovus' staggered Board of Directors, especially when
combined with the Voting Amendment, makes it more difficult for its shareholders
to force an immediate  change in the composition of the majority of the Board. A
potential  acquiror with shares  recently  acquired and not entitled to 10 votes
per share  under the Voting  Amendment  may be  discouraged  or  prevented  from
soliciting  proxies  for the  purpose  of  electing  directors  other than those
nominated  by current  management  for the purpose of changing  the  policies or
control of Synovus.

Evaluation of Business Combinations

         Synovus' Articles of Incorporation  also provide that in evaluating any
business combination or other action,  Synovus' Board of Directors may consider,
in addition to the amount of  consideration  involved and the effects on Synovus
and its shareholders,  the interests of the employees,  customers, suppliers and
creditors of Synovus and its  subsidiaries,  the communities in which offices of
Synovus or its  Subsidiaries  are  located,  and any other  factors the Board of
Directors deem pertinent.

CBCC Common Stock

         The  authorized  capital stock of CBCC consists of 5,000,000  shares of
Common Stock,  $1.00 par value and 5,000,000  shares of Preferred  Stock.  As of
June 30, 1998,  688,500 shares of CBCC Common Stock were issued and  outstanding
and no shares of CBCC Preferred Stock were issued and outstanding.

         Holders of CBCC Common  Stock are entitled to one vote per share on all
matters to be voted on by shareholders except in the election of directors where
they are entitled to cumulative voting. Cumulative voting means that a holder of
CBCC Common  Stock is entitled to vote the number of shares  owned by him or her
for each of the  nominees  for  election as a director or to cumulate his or her
votes by giving one nominee as many votes as equals the number of  directors  to
be elected  multiplied by the number of his or her shares,  or to distribute his
or her votes on the same principle among any number of such nominees.

         Holders of shares of CBCC Common Stock are entitled to share ratably in
such dividends as may be declared by the Board of Directors and paid by CBCC out
of funds legally available therefor and to share pro rata in the distribution to
shareholders upon

                                       39


dissolution of CBCC.

         Holders of CBCC Common Stock have  pre-emptive  rights which means they
are  entitled  to purchase  their pro rata  portion of any shares of CBCC Common
Stock issued by CBCC for cash consideration. Holders of CBCC Common Stock do not
have conversion rights,  and there are no redemption  provisions with respect to
such  shares.  All  outstanding  shares of CBCC Common  Stock are fully paid and
nonassessable.

         The  preceding  descriptive   information  supplied  herein  concerning
Synovus  Common  Stock and CBCC Common  Stock  outlines  certain  provisions  of
Synovus' Articles of Incorporation and bylaws,  CBCC's Articles of Incorporation
and bylaws and certain statutes  regulating the rights of holders of Synovus and
CBCC Common  Stock.  The  information  does not  purport to be  complete  and is
subject in all  respects to  provisions  of the  Articles of  Incorporation  and
bylaws of Synovus and CBCC and the laws of the State of Georgia.

Dissenters' Rights

         Pursuant to Sections 14-2-1301 et. seq. of the Official Code of Georgia
Annotated,  as amended ("Georgia Law"), any shareholder of record of CBCC Common
Stock  who  objects  to the  Merger,  and who  fully  complies  with  all of the
provisions  of Georgia  Law,  will be entitled to demand and receive  payment in
cash of an amount  equal to the fair value of his or her  shares of CBCC  Common
Stock if the Merger is consummated.  A record shareholder may assert dissenters'
rights as to fewer than all the shares registered in his or her name only if the
shareholder  dissents with respect to all shares  beneficially  owned by any one
beneficial  shareholder  and notifies CBCC in writing of the names and addresses
of  each  person  on  whose  behalf  he or she  asserts  dissenters'  rights.  A
beneficial owner must dissent with respect to all the shares he or she owns. For
the purpose of  determining  the amount to be received  in  connection  with the
exercise of statutory  dissenters' rights under Georgia Law, the fair value of a
dissenting  shareholder's CBCC Common Stock is determined as of the close of the
business on the date prior to the  Effective  Date of the Merger,  excluding any
appreciation or depreciation therein in anticipation of the Merger.

         Any CBCC  shareholder  desiring to receive payment of the fair value of
his CBCC Common Stock in accordance  with the  requirements  of Georgia Law: (i)
must file with CBCC  prior to the  Special  Meeting of  Shareholders  of CBCC at
which the vote will be taken on the Merger  Agreement and the Merger,  or at the
Special  Meeting,  but before the vote is taken,  a written notice of his or her
intent to demand  payment of the fair value of his or her shares of CBCC  Common
Stock if the Merger  Agreement is approved and the Merger is  consummated;  (ii)
must not  vote in  favor  of the  proposal  to  which  the  shareholder  objects
(although  he or she may  abstain  from  voting);  and (iii)  must,  by the date
specified in the dissenters' notice ("Dissenters'  Notice") mailed to him or her
by CBCC, or Synovus as successor to CBCC,  which date shall not be fewer than 30
nor more than 60 days from the shareholder's  receipt of the Dissenters' Notice,
demand  payment for his or her shares and deposit his or her share  certificates
in accordance with the terms of the Dissenters'  Notice. A filing of the written
notice of intent to demand

                                       40


payment for shares and the demand for payment  pursuant  to  conditions  (i) and
(iii) above should be sent to: Community Bank Capital Corporation, 8025 Westside
Parkway, Alpharetta,  Georgia 30004. A vote against the Merger Agreement and the
Merger alone will not satisfy the  requirements  for the separate written notice
of intent to demand payment and the payment demand referred to in conditions (i)
and (iii) above; all three conditions must be separately satisfied.

         If the Merger Agreement is approved and the Merger is authorized, CBCC,
or Synovus as successor  to CBCC,  will mail within 10 days  thereafter  to each
CBCC  shareholder  who has  complied  with  conditions  (i) and  (ii)  above,  a
Dissenters'  Notice,  addressed to the CBCC shareholder at such address as he or
she has  furnished  CBCC in  writing,  or,  if none,  at the CBCC  shareholder's
address as it appears on the records of CBCC, which notice will: (i) state where
the payment demand must be sent and where and when certificates for certificated
shares must be deposited;  (ii) inform holders of uncertificated  shares to what
extent  transfer of the shares will be  restricted  after the payment  demand is
received,  and (iii) set a day by which CBCC,  or Synovus as  successor to CBCC,
must receive the payment demand which date may not be less than 30 nor more than
60 days after the Dissenters' Notice is delivered. A record shareholder who does
not demand payment or deposit his or her share certificates where required, each
by the date specified in the Dissenters'  Notice, is not entitled to payment for
his or her shares.

         If all of the  conditions  specified  in (i),  (ii) and (iii) above are
fully  satisfied,  CBCC,  or Synovus as successor to CBCC, is required to make a
written offer, within 10 days of the later of the date the Merger is consummated
or receipt of the payment demand, to each dissenting shareholder to purchase all
of his or her shares of CBCC  Common  Stock at a specified  price which  Synovus
considers  to be their fair value,  plus  accrued  interest,  as of the close of
business on the day prior to the Merger,  excluding  any change in value induced
by the proposed Merger or its consummation.

         The offer of payment must be accompanied by:

    (i)        A copy of CBCC's  consolidated  balance  sheet as of the end of a
               fiscal  year not more than 16 months  before the date of payment,
               an income  statement  for that year,  a  statement  of changes in
               shareholders'  equity  for that year,  and the  latest  available
               interim financial statements, if any;

    (ii)       A statement of CBCC's and/or Synovus'  estimate of the fair value
               of the shares;

    (iii)      An explanation of how the interest was calculated;

    (iv)       A statement  of the  dissenter's  right to demand  payment  under
               Section 14-2- 1327 of Georgia Law; and

    (v)        A copy of Section  14-2-1301  et. seq. of Georgia  Law, a copy of
               which is attached to this Proxy  Statement/Prospectus as Appendix
               "B."

                                       41


         Assuming  the  Merger has been  effected,  if the  shareholder  accepts
Synovus'  offer by written notice within 30 days after the offer or is deemed to
have accepted the offer by failing to respond  within said 30 days,  payment for
his or her shares  shall be made within 60 days after the making of the offer of
or  the  consummation  of  the  Merger,  whichever  is  later.  If a  dissenting
shareholder's demand for payment under Section 14- 2-1327 of Georgia Law remains
unsettled,  Synovus shall commence a proceeding  within 60 days after  receiving
the payment demand and petition the Superior Court of Muscogee  County,  Georgia
to  determine  the fair value of the  dissenter's  shares and accrued  interest,
which  interest  shall be computed  from the  Effective  Date of the Merger.  If
Synovus does not commence the proceeding  within the 60 day period,  it must pay
each dissenter whose demand remains unsettled the amount demanded.

         The  foregoing  does not  purport  to be a  complete  statement  of the
provisions  of Georgia  Law  relating  to  statutory  dissenters'  rights and is
qualified in its entirety by reference to said provisions,  relevant portions of
which are reproduced in full in Appendix "B" to this Proxy Statement/Prospectus,
which is incorporated herein by reference.

Conduct of Business of CBCC and Synovus Pending the Merger

         The Merger  Agreement  provides that prior to the Effective Date of the
Merger, CBCC and Bank of North Georgia shall conduct their banking business only
in the  ordinary  course  and will not,  without  the prior  written  consent of
Synovus:  (i) issue any options to purchase capital stock or issue any shares of
capital stock,  other than shares of CBCC Common Stock issued in connection with
the exercise of currently  outstanding options to purchase shares of CBCC Common
Stock; (ii) declare, set aside, or pay any dividend or distribution with respect
to the capital stock of CBCC; (iii) directly or indirectly  redeem,  purchase or
otherwise  acquire  any  capital  stock of CBCC or Bank of North  Georgia;  (iv)
effect a split or reclassification of the capital stock of CBCC or Bank of North
Georgia or a  recapitalization  of CBCC or Bank of North Georgia;  (v) amend the
articles of incorporation or bylaws of CBCC or Bank of North Georgia; (vi) grant
any  increase in the  salaries  payable or to become  payable by CBCC or Bank of
North Georgia to any employee other than normal,  annual salary  increases to be
made with regard to the employees of CBCC or Bank of North  Georgia's  employees
or as required by law or as described in the disclosure  letter;  (vii) make any
change  in  any  bonus,  group  insurance,  pension,  profit  sharing,  deferred
compensation, or other benefit plan, payment or arrangement made to, for or with
respect to any employees or directors of CBCC or Bank of North  Georgia,  except
to the extent such changes are required by  applicable  laws or  regulations  or
result from a third  party's  exercise of its rights to  terminate  an insurance
contract  providing  benefits under such benefit plan,  payment or  arrangement;
(viii)  enter  into,  terminate,  modify or amend any  contract,  lease or other
agreement  with any officer or director of CBCC or Bank of North  Georgia or any
"associate"  of any  such  officer  or  director,  as such  term is  defined  in
Regulation  14A under the Exchange  Act,  other than in the  ordinary  course of
their banking business; (ix) incur or assume any liabilities,  other than in the
ordinary  course  of their  business;  (x)  dispose  of any of their  assets  or
properties,  other than in the ordinary course of their business;  (xi) solicit,
encourage or authorize any  individual,  corporation or other entity,  including
its directors, officers and other employees, to solicit from any third party any

                                       42


inquiries or proposals relating to the disposition of CBCC's business or assets,
or the  acquisition of its voting  securities,  or the merger of CBCC or Bank of
North Georgia with any corporation or other entity other than as provided by the
Merger  Agreement,  or,  subject to the  fiduciary  obligations  of its Board of
Directors, provide any individual,  corporation or other entity with information
or assistance or negotiate with any  individual,  corporation or other entity in
furtherance  of such  inquiries  or to obtain  such a  proposal  (and CBCC shall
promptly notify Synovus of all of the relevant details relating to all inquiries
and proposals which it may receive relating to any of such matters);  (xii) take
any other  action or permit Bank of North  Georgia to take any action not in the
ordinary course of business;  or (xiii) directly or indirectly agree to take any
of the foregoing actions.

         The Merger  Agreement  also  provides  that  without the prior  written
consent  of CBCC,  Synovus  will  not:  (i)  declare,  set aside or pay any cash
dividend on its Common Stock other than normal and customary  cash  dividends in
accordance with Synovus' current  Dividend Policy;  or (ii) take any action that
would:  (a) delay or  adversely  affect  the  ability  of  Synovus to obtain any
necessary  approvals of  regulatory  authorities  required for the  transactions
contemplated  by the Merger  Agreement;  or (b) adversely  affect its ability to
perform  its  covenants  and  agreements  on a timely  basis  under  the  Merger
Agreement.

                             DESCRIPTION OF SYNOVUS

Business

         The disclosures made in this Proxy  Statement/Prospectus  together with
the following information which is specifically incorporated by reference herein
describe the business of Synovus:

        1.     Synovus'  Annual  Report on Form 10-K for the  fiscal  year ended
               December 31, 1997 (which  includes  certain  portions of Synovus'
               1997 Annual Report to  Shareholders  and its Proxy  Statement for
               its Annual Meeting of Shareholders held on April 23, 1998).

        2.     Synovus'  Quarterly  Report  on Form 10-Q for the  quarter  ended
               March 31, 1998.

        3.     Synovus'  Current Reports on Form 8-K dated March 9, 1998,  April
               23, 1998, May 18, 1998 and June 5, 1998.

Management and Additional Information

         Certain  information  relating to the executive  compensation,  various
benefit plans,  voting  securities and the principal  holders  thereof,  certain
relationships  and related  transactions and other related matters as to Synovus
is incorporated by reference or set forth in Synovus' Annual Report on Form 10-K
for the year ended December 31, 1997 which is incorporated  herein by reference.
See  "INCORPORATION OF CERTAIN  INFORMATION BY REFERENCE."  Shareholders of CBCC
desiring copies of such

                                       43


documents  may contact  Synovus at its address or phone number  indicated  under
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE."

                               REGULATORY MATTERS

General

         Synovus  is a  registered  multi-bank  holding  company  and  CBCC is a
registered  bank holding  company,  subject to supervision and regulation by the
Federal Reserve under the BHC Act, and by the Georgia Banking  Department  under
the bank holding  company laws of the State of Georgia (the "Georgia Act"). As a
bank holding company, Synovus is required to furnish the Federal Reserve and the
Georgia  Banking  Department  with annual  reports of the  financial  condition,
management and  inter-company  relationships of Synovus and its subsidiaries and
affiliates at the end of each fiscal year,  and such  additional  information as
the Board and the Georgia Banking  Department may require from time to time. The
Board and the Georgia Banking  Department also make  examinations of Synovus and
certain of its subsidiaries and affiliates.

         The BHC Act and the Georgia Act require  each bank  holding  company to
obtain  the prior  approval  of the  Federal  Reserve  and the  Georgia  Banking
Department before: (i) it may acquire direct or indirect ownership or control of
any voting  shares of any bank,  if, after such  acquisition,  such bank holding
company will, directly or indirectly,  own or control more than 5% of the voting
shares of such bank; (ii) it or any of its subsidiaries,  other than a bank, may
acquire all or substantially  all of the assets of a bank; or (iii) it may merge
or  consolidate  with any other bank holding  company.  In  addition,  under the
Georgia Act, it is unlawful for any bank holding  company to acquire,  direct or
indirect,  ownership  or  control  of more than 5% of the  voting  shares of any
presently   operating  bank,   unless  such  bank  has  been  in  existence  and
continuously operating as a bank for a period of five years or more prior to the
date of making  application  to the Georgia  Banking  Department for approval of
said acquisition.

         Under the Riegle-Neal  Interstate Banking and Branching  Efficiency Act
of 1994 ("Interstate  Banking Act"),  effective September 29, 1995, bank holding
companies  were  permitted to acquire banks in any state.  Under the  Interstate
Banking Act, effective June 1, 1997, banks may merge or consolidate across state
lines,  unless either of the states involved  elected to prohibit such merger or
consolidation prior to May 31, 1997. Finally,  under the Interstate Banking Act,
states may authorize banks from other states to engage in branching across state
lines.

         In  addition,  a bank  holding  company  is, with  certain  exceptions,
prohibited by the BHC Act from engaging in, or acquiring or retaining  direct or
indirect  control of the voting  shares of any  company  engaged in  non-banking
activities.  One  of  the  principal  exceptions  to  this  prohibition  is  for
activities found by the Federal Reserve to be so closely related to banking,  or
managing or controlling banks, as to be a proper incident thereto.

         Because  Synovus  is  a  registered  multi-bank  holding  company,  its
subsidiary banks

                                       44


are also subject to examination,  supervision  and regulation by the Board.  The
banks  which are  chartered  under the  banking  laws of the States of  Georgia,
Florida and Alabama are subject to  examination,  supervision  and regulation by
the Georgia  Banking  Department,  Florida  Banking  Department  and the Alabama
Banking  Department,  respectively.  The  banks  which are  chartered  under the
banking laws of the United States are subject to  examination,  supervision  and
regulation  by  the  Office  of the  Comptroller  of the  Currency  ("OCC").  In
addition,  the deposits of Synovus'  subsidiary banks are insured by the FDIC to
the extent  provided by law,  and are subject to  examination,  supervision  and
regulation by the FDIC.

         The Georgia Banking  Department,  Florida Banking  Department,  Alabama
Banking  Department,  OCC and the FDIC regulate all areas of the banks'  banking
and trust  operations,  including,  where  appropriate,  reserves,  investments,
loans,  mergers,  the issuance of  securities,  payment of  dividends,  interest
rates, extension of credit to officers and directors, establishment of branches,
maintenance of capital and other aspects of their operations.

         Also, the payment of management fees by banking  subsidiaries of a bank
holding  company is subject to supervision and regulation by the Georgia Banking
Department, Florida Banking Department, Alabama Banking Department, the OCC, the
Federal  Reserve and the FDIC.  The payment of  management  fees by  non-banking
subsidiaries  of a bank  holding  company  is also  subject to  supervision  and
regulation by the Federal Reserve.

         Numerous   other  federal  and  state  laws,  as  well  as  regulations
promulgated by the Federal  Reserve,  the Georgia  Banking  Department,  Florida
Banking  Department,  Alabama  Banking  Department,  the OCC and the FDIC govern
almost all aspects of the operations of the banks.

Dividends

         Under the laws of the State of Georgia,  Synovus and CBCC,  as business
corporations,  may declare  and pay  dividends  in cash or  property  unless the
payment or  declaration  would be contrary to  restrictions  contained  in their
Articles of Incorporation, and unless, after payment of the dividend, they would
not be able to pay their debts when they  become due in the usual  course of its
businesses  or their  total  assets  would be less  than the sum of their  total
liabilities.  Synovus  is also  subject to certain  contractual  and  regulatory
capital  restrictions  that limit the amount of cash  dividends that Synovus may
pay.

         The primary  sources of funds for Synovus'  payment of dividends to its
shareholders  are dividends and fees to Synovus from its banking and  nonbanking
affiliates.  Similarly,  the primary  source of funds for CBCC's  operation  are
dividends  and fees  from  Bank of North  Georgia .  Various  federal  and state
statutory  provisions  and  regulations  limit the amount of dividends  that the
subsidiary banks of Synovus and CBCC may pay. Pursuant to the regulations of the
Georgia  Banking  Department,  a Georgia bank must have  approval of the Georgia
Banking Department to pay cash

                                       45


dividends  if,  at the  time of such  payment:  (i) the  ratio  of such  banking
affiliate's  equity  capital  (defined to include the aggregate par value of all
outstanding common stock, paid-in surplus, retained earnings, capital resources,
reserves for loan losses,  aggregate par value of  outstanding  preferred  stock
which is not redeemable and other outstanding  instruments which are required to
be converted  into common  stock) to its adjusted  total assets is less than 6%;
(ii) the  aggregate  amount of  dividends  to be declared or  anticipated  to be
declared  during the current  calendar  year  exceeds  50% of its net  after-tax
profit for the previous  calendar year; or (iii) its total classified  assets in
its most recent  regulatory  examination  exceeded 80% of its equity capital (as
defined above) as reflected in such examination. In general, the approval of the
Alabama Banking Department and the Florida Banking Department, as applicable, is
required if the total of all  dividends  declared by an Alabama or Florida bank,
as the case may be, in any year would  exceed the total of its net  profits  (as
defined) for that year  combined with its retained net profits for the preceding
two years less any required transfers to surplus.  In addition,  the approval of
the OCC is required for a national bank to pay dividends in excess of the bank's
net income for the current year plus  retained net income for the  preceding two
years, less any required transfers to surplus.

         Certain of Synovus'  banking  affiliates have in the past been required
to secure prior  regulatory  approval for the payment of dividends to Synovus in
excess of regulatory limits and may be required to seek approval for the payment
of  dividends  to Synovus in excess of such limits in the future.  If such prior
regulatory  approvals are sought, there is no assurance that any such regulatory
approvals will be granted.

         Federal and state  banking  regulations  applicable  to Synovus and its
banking  subsidiaries  require minimum levels of capital which limit the amounts
available  for  payment  of  dividends.   Synovus'   objective  is  to  pay  out
approximately  one-third  of prior  year's  earnings  in cash  dividends  to its
shareholders.

         Synovus and its  predecessors  have paid cash dividends on their common
stock in every year since 1891.  Under  restrictions  imposed  under federal and
state laws,  Synovus'  subsidiary  banks could  declare  aggregate  dividends to
Synovus of approximately $92.9 million during 1998 without obtaining  regulatory
approval.

         CBCC has not paid  cash  dividends  to its  shareholders.  At March 31,
1998, under restrictions imposed under federal and state laws, the Bank of North
Georgia could declare  aggregate  dividends to CBCC of approximately  $2,163,877
without obtaining regulatory approval.  For information concerning Bank of North
Georgia's conversion from a federal savings bank to a state-chartered commercial
bank, see "DESCRIPTION OF CBCC - Background."

Capital Requirements

         Synovus  and CBCC are  required  to comply  with the  capital  adequacy
standards established by the Federal Reserve and their banking subsidiaries must
comply with similar capital adequacy  standards  established by the OCC and FDIC
as applicable. There are two basic measures of capital adequacy for bank holding
companies and their

                                       46


banking subsidiaries that have been promulgated by the Federal Reserve, the FDIC
and the OCC: a risk-based measure and a leverage measure. All applicable capital
standards  must  be  satisfied  for a  bank  holding  company  or a  bank  to be
considered in compliance.

         The  risk-based  capital  standards  are  designed  to make  regulatory
capital  requirements  more sensitive to differences in risk profile among banks
and bank holding companies,  to account for off-balance-sheet  exposure,  and to
minimize  disincentives for holding liquid assets.  Assets and off-balance-sheet
items are assigned to broad risk categories,  each with appropriate weights. The
resulting   capital   ratios   represent   capital  as  a  percentage  of  total
risk-weighted assets and off-balance-sheet items.

         The minimum  guideline for the ratio  ("Risk-Based  Capital  Ratio") of
total capital  ("Total  Capital") to  risk-weighted  assets  (including  certain
off-balance-sheet  items,  such as standby  letters of credit) is 8.0%. At least
half of Total Capital must  comprise  common  stock,  minority  interests in the
equity accounts of consolidated subsidiaries,  noncumulative perpetual preferred
stock,  and a limited  amount of  cumulative  perpetual  preferred  stock,  less
goodwill and certain other intangible  assets ("Tier 1 Capital").  The remainder
may consist of subordinated debt, other preferred stock, and a limited amount of
loan loss reserves ("Tier 2 Capital").

         In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding  companies.  These guidelines  provide for a minimum
ratio (the "Leverage Ratio") of Tier 1 Capital to average assets,  less goodwill
and certain other  intangible  assets,  of 3.0% for bank holding  companies that
meet certain specified criteria, including having the highest regulatory rating.
All other bank holding  companies  generally are required to maintain a Leverage
Ratio  of at least  4.0%.  Bank  holding  companies  are  expected  to  maintain
higher-than-minimum   capital  ratios  if  they  have  supervisory,   financial,
operational,   or  managerial  weaknesses,   or  if  they  are  anticipating  or
experiencing  significant  growth.  Synovus has not been  advised by the Federal
Reserve of any specific minimum Leverage Ratio applicable to it.

         At March 31, 1998,  Synovus' Total Capital ratio was 13.77%, its Tier 1
Capital ratio was 12.49% and its Tier 1 Leverage Ratio was 10.13%.  Assuming the
Merger, and Synovus' other pending  acquisitions,  had been consummated on March
31, 1998,  the Total Capital ratio of the  resulting  corporation  of the Merger
would have been 13.60%,  its Tier 1 Capital ratio would have been 12.40% and its
Tier 1 Leverage  Ratio would have been 10.00%.  Each of these ratios exceeds the
current  requirements  under the Federal Reserve's capital  guidelines.  Each of
Synovus'  subsidiary  banks was in compliance  with  applicable  minimum capital
requirements as of March 31, 1998.

         At March 31, 1998,  CBCC's Total Capital  ratio was 10.03%,  its Tier 1
Capital ratio was 9.19% and its Tier 1 Leverage  Ratio was 6.67%.  Each of these
ratios  exceeds the current  requirements  under the Federal  Reserve's  capital
guidelines.  CBCC's  subsidiary  bank was  also in  compliance  with  applicable
minimum capital requirements as of March 31, 1998.

         Failure to meet capital guidelines could subject a bank to a variety of
enforcement

                                       47


remedies,  including issuance of a capital directive, the termination of deposit
insurance by the FDIC, a  prohibition  on the taking of brokered  deposits,  and
certain other  restrictions  on its business.  As described  below,  substantial
additional restrictions can be imposed upon FDIC-insured depository institutions
that  fail to meet  applicable  capital  requirements.  See  "PROMPT  CORRECTIVE
ACTION."

         The federal bank regulators  continue to indicate their desire to raise
capital  requirements  applicable to banking  organizations beyond their current
levels. In this regard, the federal banking agencies have amended the risk-based
capital  standards  that calculate the change in an  institution's  net economic
value  attributable  to increases  and  decreases in market  interest  rates and
require banks with  excessive  interest  rate risk  exposure to hold  additional
amounts of capital against such exposures.

Commitments to Subsidiary Banks

         Under the  Federal  Reserve's  policy,  Synovus is expected to act as a
source of financial  strength to its subsidiary banks and to commit resources to
support its  subsidiary  banks in  circumstances  when it might not do so absent
such policy. In addition,  any capital loans by Synovus to any of its subsidiary
banks would also be subordinate in right of payment to depositors and to certain
other indebtedness of such bank.

         In the event of Synovus'  bankruptcy,  any  commitment  by Synovus to a
federal bank regulatory  agency to maintain the capital of a banking  subsidiary
will be assumed by the bankruptcy trustee and entitled to a priority of payment.
In addition,  the Federal Deposit  Insurance Act (the "FDIA")  provides that any
financial  institution whose deposits are insured by the FDIC generally shall be
liable for any loss incurred by the FDIC in  connection  with the default of, or
any  assistance  provided  by the  FDIC  to,  a  commonly  controlled  financial
institution.

Prompt Corrective Action

         The  Federal  Deposit  Insurance  Corporation  Act of  1991  ("FDICIA")
establishes  a system of prompt  corrective  action to resolve  the  problems of
undercapitalized institutions.  Under this system the federal banking regulators
are  required  to rate  supervised  institutions  on the  basis of five  capital
categories  (well   capitalized,   adequately   capitalized,   undercapitalized,
significantly  undercapitalized,  and critically  undercapitalized)  and to take
certain  mandatory  supervisory  actions,  and  are  authorized  to  take  other
discretionary   actions,   with   respect   to   institutions   in   the   three
undercapitalized  categories, the severity of which will depend upon the capital
category  in which the  institution  is placed.  Generally,  subject to a narrow
exception,  FDICIA  requires  the  banking  regulator  to appoint a receiver  or
conservator for an institution that is critically undercapitalized.  The federal
banking  agencies have  specified by regulation  the relevant  capital level for
each category.

         Pursuant to FDICIA,  the  Federal  Reserve,  the FDIC,  the OCC and the
Office of Thrift Supervision  ("OTS") have adopted  regulations  setting forth a
five-tier scheme for

                                       48


measuring the capital  adequacy of the financial  institutions  they  supervise.
Under the  regulations,  an institution  would be placed in one of the following
capital  categories:  (a)  well  capitalized  (an  institution  that has a Total
Capital  ratio of at least 10%, a Tier 1 Capital ratio of at least 6% and a Tier
1 Leverage Ratio of at least 5%); (b)  adequately  capitalized  (an  institution
that has a Total  Capital  ratio of at least  8%, a Tier 1  Capital  ratio of at
least 4% and a Tier 1 Leverage Ratio of at least 4%); (c)  undercapitalized  (an
institution  that has a Total  Capital ratio of under 8%, a Tier 1 Capital ratio
of  under  4% or a Tier  1  Leverage  Ratio  of  under  4%);  (d)  significantly
undercapitalized  (an institution  that has a Total Capital ratio of under 6%, a
Tier 1 Capital  ratio of under 3% or a Tier 1 Leverage  Ratio of under 3%);  and
(e) critically  undercapitalized  (an  institution  whose tangible equity is not
greater  than  2%  of  total  tangible  assets).   The  regulations  permit  the
appropriate  Federal  banking  regulator to downgrade an institution to the next
lower category if the regulator  determines (a) after notice and opportunity for
hearing or response,  that the institution is in an unsafe or unsound  condition
or  (b)   that  the   institution   has   received   (and   not   corrected)   a
less-than-satisfactory  rating  for  any of the  categories  of  asset  quality,
management,  earnings or liquidity in its most recent  examination.  Supervisory
actions  by  the   appropriate   Federal  banking   regulator   depend  upon  an
institution's  classification  within the five categories.  Synovus'  management
believes  that  Synovus and its bank  subsidiaries  have the  requisite  capital
levels to qualify as well capitalized institutions under the FDICIA regulations.

         FDICIA  generally  prohibits a depository  institution  from making any
capital distribution  (including payment of a dividend) or paying any management
fee to its holding  company if the depository  institution  would  thereafter be
undercapitalized.   Undercapitalized  depository  institutions  are  subject  to
restrictions  on  borrowing  from  the  Federal  Reserve  System.  In  addition,
undercapitalized  depository  institutions are subject to growth limitations and
are required to submit capital  restoration  plans.  A depository  institution's
holding  company must  guarantee  the capital plan, up to an amount equal to the
lesser  of 5% of the  depository  institution's  assets  at the time it  becomes
undercapitalized  or the amount of the capital  deficiency  when the institution
fails to comply with the plan. Federal banking agencies may not accept a capital
plan  without  determining,  among  other  things,  that  the  plan is  based on
realistic  assumptions  and is likely to succeed  in  restoring  the  depository
institution's capital. If a depository institution fails to submit an acceptable
plan, it is treated as if it is significantly undercapitalized.

         Significantly  undercapitalized  depository institutions may be subject
to  a  number  of  requirements  and  restrictions,  including  orders  to  sell
sufficient voting stock to become adequately capitalized, requirements to reduce
total assets and  cessation  of receipt of deposits  from  correspondent  banks.
Critically  undercapitalized  depository institutions are subject to appointment
of a receiver or conservator.

Safety and Soundness Standards

         The FDIA, as amended by FDICIA and the Riegle Community Development and
Regulatory  Improvement  Act of  1994,  requires  the  federal  bank  regulatory
agencies to prescribe  standards,  by  regulations  or  guidelines,  relating to
internal  controls,   information  systems  and  internal  audit  systems,  loan
documentation, credit underwriting, interest rate

                                       49


risk  exposure,  asset growth,  asset  quality,  earnings,  stock  valuation and
compensation,  fees and  benefits  and such  other  operational  and  managerial
standards as the agencies deem appropriate. The federal bank regulatory agencies
have adopted a set of  guidelines  prescribing  safety and  soundness  standards
pursuant to FDICIA.  The  guidelines  establish  general  standards  relating to
internal  controls  and  information  systems,   internal  audit  systems,  loan
documentation,  credit  underwriting,  interest rate exposure,  asset growth and
compensation, fees and benefits. In general, the guidelines require, among other
things,  appropriate  systems and practices to identify and manage the risks and
exposures  specified  in  the  guidelines.  The  guidelines  prohibit  excessive
compensation  as an unsafe and unsound  practice  and describe  compensation  as
excessive  when the amounts paid are  unreasonable  or  disproportionate  to the
services  performed by an  executive  officer,  employee,  director or principal
stockholders.  The federal  banking  agencies  determined  that stock  valuation
standards were not appropriate.  In addition,  the agencies adopted  regulations
that authorize,  but do not require,  an agency to order an institution that has
been given notice by an agency that it is not  satisfying any of such safety and
soundness standards to submit a compliance plan. If, after being so notified, an
institution fails to submit an acceptable compliance plan, the agency must issue
an order  directing  action to  correct  the  deficiency  and may issue an order
directing other actions of the types to which an undercapitalized institution is
subject under the prompt  correction  action  provisions of FDICIA.  See "Prompt
Corrective  Action." If an institution  fails to comply with such an order,  the
agency may seek to  enforce  such order in  judicial  proceedings  and to impose
civil money penalties.

Depositor Preference Statute

         Legislation has been enacted providing that deposits and certain claims
for  administrative  expenses  and  employee  compensation  against  an  insured
depository institution would be afforded a priority over other general unsecured
claims  against  such an  institution,  including  federal  funds and letters of
credit,  in the "liquidation or other  resolution" of such an institution by any
receiver.

                               DESCRIPTION OF CBCC

Background

         CBCC was formed during 1992 as a privately-held Georgia corporation. On
January 12, 1993, CBCC acquired Cherokee Federal Bank ("CFB"),  headquartered in
Canton,  Georgia,  and CBCC became a one-thrift  holding company.  In July 1994,
CBCC acquired North Georgia National Bank, headquartered in Woodstock,  Georgia,
by merging North Georgia  National Bank into CFB, with the combined entity being
known as the "Bank of North  Georgia." In April 1996,  the Bank of North Georgia
(the  "Bank")  started a mortgage  business  as a division of the Bank under the
name "Bank of North Georgia  Mortgage." On April 16, 1998, Bank of North Georgia
completed  its  conversion  from a federal  savings  bank to a  commercial  bank
organized under the laws of the State of Georgia.

                                       50


         CBCC has obtained  capital for growth  through three private  offerings
completed in 1993, 1994 and 1996.

Business

         The  principal  business  of the Bank is to  accept  deposits  from the
public and to make loans and other investments in and around its primary service
area of north  Fulton,  Cherokee and Pickens  Counties,  Georgia.  The principal
sources  of  income  for the Bank are  interest  and fees  collected  on  loans,
interest and dividends  collected on other  investments,  and service charges on
deposit  accounts.  The  principal  expenses  of the Bank are  interest  paid on
deposits, employee compensation, office expenses, and other overhead expenses.

         The Bank  offers a full range of deposit  services  that are  typically
available from financial institutions,  including NOW accounts, demand accounts,
savings  accounts,  and other time deposit  accounts.  In  addition,  retirement
accounts  such as  Individual  Retirement  Accounts are  available.  All deposit
accounts are insured by the FDIC up to the maximum amount currently permitted by
law, which is generally  $100,000 per depositor  subject to certain  aggregation
rules.

         The Bank also provides loans to businesses,  including both secured and
unsecured  short-term loans for working capital  purposes,  term loans for fixed
asset and expansion needs such as real estate acquisition and improvements, real
estate  construction loans (primarily  residential),  and other commercial loans
suitable to the needs of its business customers.  Loans to individuals which are
offered by the Bank include  mortgage loans and  installment  loans for personal
use  such  as  education  and  personal  investment,  or  for  the  purchase  of
automobiles or other consumer items.

         The  Bank's  loan   portfolio  at  December  31,  1997,   consisted  of
approximately 28% real estate  construction loans, 42% commercial mortgage loans
(based on the  underlying  collateral),  13%  commercial  loans,  6% real estate
mortgage loans,  primarily  single family  residences,  5% home equity lines and
second mortgages, and 6% consumer and other installment loans.

         The Bank's  marketing  plan relies heavily upon local  advertising  and
promotional  activity and upon personal contacts by its directors,  officers and
employees  to attract  business  and to acquaint  potential  customers  with the
Bank's personalized  services. The Bank emphasizes a high degree of personalized
client  service  to provide  for each  customer's  banking  needs.  All  banking
services  are reviewed  periodically  to assess  their  profitability  and their
position relative to the Bank's competition.  At the present time, the Bank does
not currently offer trust or securities services.

CBCC Common Stock Owned by Management

         The  following  table  sets forth as of June 30,  1998,  the number and
percentage  ownership of shares of CBCC Common Stock  beneficially owned by each
director of CBCC, by all directors  and  executive  officers as a group,  and by
each owner of more

                                       51

than  5% of the  outstanding  shares  of CBCC  Common  Stock.  Unless  otherwise
indicated, each person is the record owner of and has sole voting and investment
powers over his or her shares.

<TABLE>
<CAPTION>

                                                Number of Shares           Percentage
Name of Director                                Beneficially Owned<F1>     of Total<F2>
- -----------------------------------------------------------------------------------------
<S>                                             <C>                        <C>
George A. Budd                                      69,600<F3>               10.06

Donald D. Howard                                    19,250<F4>                2.74

Gordon R. Teel                                     111,360<F5>               15.77

J. C. Wallace, Jr.                                  25,270                    3.67

Orlando Wilson                                       7,500                    1.09

Thomas H. Wotka, Jr.                                42,800                    6.22
All Directors and Executive Officers
as a Group ( 7 persons)                           305,982<F6>                42.25


Name/Address of Additional 5% Shareholders

Joann Harrison<F7>                                  40,000                    5.81
5526 SW 53rd St.
Topeka, KS  66610

Bradford M. Johnson                                 49,600                    7.20
President, Heron Hill Corporation
7301 Mission Road
P. O. Box 8208
Shawnee Mission, KS  66208-0208

Mid-Atlantic Investors                              62,060                    9.01
c/o Jerry Shearer
289 Hunters Blind Dr.
Columbia, SC  29212

Jane E. Novak                                       59,760                    8.68
701 Ponte Vedra Blvd.
Ponte Vedra Beach, FL  32082

- --------------------
<FN>

<F1> The  information  shown above is based upon  information  furnished  by the
     named persons.  Information  relating to beneficial ownership is based upon
     "beneficial

                                       52

     ownership"  concepts set forth in rules  promulgated  under the  Securities
     Exchange Act of 1934, as amended. Under such rules a person is deemed to be
     a  "beneficial  owner" of a security if that  person has or shares  "voting
     power," which includes the power to dispose or to direct the voting of such
     security,  or "investment power," which includes the power to dispose or to
     direct the  disposition of such  security.  A person is also deemed to be a
     beneficial  owner of any  security  of which  that  person has the right to
     acquire beneficial  ownership within sixty (60) days. Under the rules, more
     than  one  person  may be  deemed  to be a  beneficial  owner  of the  same
     securities,  and a  person  may  be  deemed  to be a  beneficial  owner  of
     securities as to which he or she has no beneficial interest.

<F2> The shares of CBCC Common  Stock  issuable  upon  exercise  of  outstanding
     options held by the indicated  shareholder (and no other  shareholders) are
     assumed to be outstanding  for the purpose of determining the percentage of
     shares beneficially owned by the indicated shareholder.

<F3> Includes options to purchase an aggregate of 3,000 shares.

<F4> Includes options to purchase an aggregate of 8,250 shares.

<F5> Includes options to purchase an aggregate of 17,500 shares.

<F6> Includes options to purchase an aggregate of 35,750 shares.

<F7> Consists  of  40,000  shares  held of  record by  Community  National  Bank
     Custodian FBO Joanne Harrison IRA, P.O. Box 210, Seneca, KS 66538.
</FN>
</TABLE>

Management's Discussion and Analysis of Financial Condition
and Results of Operations

     1997 Compared to 1996. Net income for 1997 of $4,283,567 exceeds comparable
1996 net income  which  amounted to  $2,340,317.  The level of 1997  performance
represents an increase of 83% compared to 1996. 1997 results reflect  measurable
growth  in the  fundamental  performance  of CBCC  even  after  considering  the
positive impact of some  non-recurring  events and  transactions.  These include
non-interest   income  from  the  sale  of  the  Ellijay  Banking  Office  which
contributed  approximately  $1.2 million to 1997 earnings on an after-tax  basis
and a large  increase  in  income  from  sales of  investment  securities  which
resulted in an after-tax gain of  approximately  $410,000.  Comparisons are also
affected by income from loan sales and sale of mortgage  servicing  rights,  and
the  gain  on sale of  CBCC's  former  operations  center,  which  significantly
increased 1996 non-interest income.

         The significant  increase in income from mortgage banking activities to
$2,281,479  in  1997  from  $591,185  a  year  earlier,  reflects  the  Mortgage
Division's  first full year of operations,  during which mortgage loans totaling
$120 million were originated.

        The  decline  in interest rates during 1997 and high levels of liquidity
from a deposit

                                       53


promotion  afforded the opportunity to realize  significant  gains on securities
available for sale.  During the year,  net gains of $631,359 were  realized,  as
compared to net gains in 1996 of  $188,007.  At year-end  1997,  unrealized  net
gains, net of taxes, on securities  available for sale were $2,536,  as compared
with $55,865 at December 31, 1996. The available for sale portfolio decreased to
$1,834,017  at  December  31,  1997  compared  to  $31,162,889  a year  earlier.
Reinvestment in investment  securities has not occurred  because of the interest
rate environment,  liquidity needs for the pending Ellijay sale settlement, loan
demand and other balance sheet needs.

         Net  interest  income   increased  to  $12,589,395   during  1997  from
$10,555,893 a year earlier.  This increase was less than expected  primarily due
to an  increase  in the  average  cost of  funds.  The cost of  funds  increased
substantially as a result of a money market deposit promotion  initiated in June
1997. The success of this promotion  resulted in excess liquidity as loan growth
did not accelerate as quickly as expected.

         The loan  portfolio  continued to  experience  excellent  growth during
1997.  At December  31, 1997,  total loans  reached  $205,689,400  compared to a
portfolio  total of  $152,240,450  at December  31, 1996.  This  growth,  net of
repayments,  represents total new loans other than residential  mortgages during
1997 in excess of $160,000,000.

         The  performance  of the loan  portfolio  continues  to reflect  strong
credit quality. Non-accrual loans, foreclosed real estate and repossessed assets
remain at relatively low levels at December 31, 1997 and net loan losses for the
year were $117,889 as compared to $66,260 for 1996.  Past due loans increased to
$3,817,000 at December 31, 1997 from $1,769,000 at December 31, 1996,  primarily
reflecting loan growth.  The provision for loan losses  increased to $700,000 in
1997 from $350,000 for 1996 also reflecting  portfolio  growth.  At December 31,
1997,  the allowance for loan losses was  $2,118,096 as compared to $1,535,985 a
year earlier.  Management  believes that the allowance,  at 1.03% of total loans
outstanding, is adequate to absorb any inherent loan losses based on all methods
it uses to evaluate risk in the loan portfolio.

         Premises and equipment  increased to  $13,750,617  at December 31, 1997
from  $10,811,786 a year earlier.  The increase  includes the cost of CBCC's new
main office  facilities,  as well as total  remodeling  of the  Roswell  Banking
Center.

         The  increase  in other  assets to  $7,484,567  at  December  31,  1997
reflects  increases in accrued interest  receivable and other assets  consistent
with the growth in loans and operations.  Increases in these assets are somewhat
offset by declines in intangibles from amortization.

         Deposits  grew to $349.8  million at December 31, 1997 compared to $241
million at the prior year-end. Transaction accounts, which generally represent a
lower cost source of funds than term deposits, continued to increase during 1997
comprising 54% of total deposits compared to 41% at December 31, 1996.

         The  decrease in the term loan  balance to  $4,100,000  at December 31,
1997 represents scheduled principal repayments during 1997.

                                       54


         Stockholders'  equity increased to $20,219,874 at December 31, 1997, or
$30.13 per share based on 671,000 shares  outstanding.  Stock options awarded to
purchase  65,400  shares remain  outstanding  at December 31, 1997, at per share
prices ranging from $11.58 to $38.60.  During 1997,  4,900 options were granted,
500 were forfeited and no options were exercised.

         1996 Compared to 1995. Net income for 1996 of $2,340,317,  or $3.61 per
weighted  average  share   outstanding,   exceeds  comparable  1995  amounts  of
$1,613,784 or $2.65, respectively.  This level of 1996 performance represents an
increase  of 45% in net income and 36%  increase  in per share  earnings as more
shares were issued in 1996. In reviewing 1996  performance,  it is  particularly
important  to note the  positive  trends in  fundamentals  such as growth in net
interest income, growth in service charge income and CBCC's continuing effort to
build a solid reserve for loan losses,  even through credit risk  management and
performance  continues  very strong.  At the same time,  1996 was a very unusual
year and some  comparisons  were  affected.  The start-up  costs of the mortgage
division  and  other  initiatives  together  with the  special  FDIC  assessment
significantly increased non-interest expense. Income from some of the loan sales
and sale of mortgage  servicing  rights,  as well as mortgage  division revenues
greatly increased  non-interest income. In reviewing  year-to-year trends, it is
also  important  to  consider  that  1995  non-interest  income  related  to the
recognition of $207,000 of capitalized mortgage servicing rights.

         The  investment  securities  portfolio was further  adjusted in 1996 in
conjunction  with  loan and loan  servicing  sales,  all of which  significantly
changed the balance sheet.  At the same time, the portfolio was expanded  during
the year to  $57,576,588,  and at year-end was composed  almost entirely of U.S.
Treasury  securities.  The overall average  maturity remains fairly short as the
longest  security owned matures in December  2001. The split between  securities
being held to maturity and those being held for possible sale generally reflects
maturity dates or potential pledging needs for public deposits.  Only securities
with  enough  remaining  life to achieve  real gains as they move down the yield
curve are carried as available  for sale.  During the year net gains of $188,007
were  realized,  as compared to net gains in 1995 of $132,049.  At year-end 1996
unrealized net gains,  net of taxes,  on securities held available for sale were
$55,865, as compared with $275,407 at December 31, 1995.

         The  loan  portfolio  continued  to  experience  excellent  growth  and
improving mix (balance) as between the various types of lending. At December 31,
1996,  total loans reached  $152,240,450  compared to the  comparable  portfolio
total of  $107,145,026  at December 31, 1995.  This growth,  net of  repayments,
represents  total new loans  other than  residential  mortgages  during  1996 in
excess of $121,760,000.  Loan quality was strong as net loan losses for the year
were $66,260 as compared to $41,209 for 1995.

         Loans  monitored by past due status  continue to reflect  CBCC's strong
loan  quality.  At December 31, 1996,  the past due status of the  portfolio was
$1,769,000 as compared with $2,209,000 at December 31, 1995.  Non-accrual  loans
continue to be immaterial and foreclosed real estate and repossessed  collateral
also  continue  at low levels  consistent  with prior  years.  At the same time,
because of high loan volume and

                                       55


portfolio  growth,  the  provision for loan losses was increased to $350,000 for
1996 from  $245,000  for 1995.  After  absorbing  net losses  during  1996,  the
resulting loan loss reserve  stands at  $1,535,935,  an increase of 23% over the
prior year level.  The reserve  represents  1.01% of total loans  outstanding at
December 31, 1996, a level at which  management  deems as adequate  given CBCC's
loan loss  history for four years  under  current  management,  past due status,
collateral status, and loan mix.

         The premises and equipment  account grew to $10,811,786 at December 31,
1996,  from  $8,142,474  a year  earlier,  as costs of CBCC's major new building
facilities  project were capitalized.  Very little funding was expended on other
capital projects,  as CBCC generally had facilities and system capacity in place
to accommodate 1996 growth.

         The change in other  assets from  December  31, 1995 to 1996,  reflects
declines in intangibles from amortization,  elimination of capitalized servicing
rights  on  mortgages  which  were  sold,  and  increases  in  accrued  interest
receivable and other asset categories affected by growth.

         Deposits  grew to  $240,976,630  at  December  31,  1996 as compared to
$181,580,000 at the prior year-end.  Of the total, 41% of year-end deposits were
in  transaction  accounts  which 59% were in certificate of deposit and IRA term
deposit  categories.  This mix compares to 39% and 61% at December 31, 1995. The
increase in the  percentage of funding from  transaction  accounts  represents a
lower  cost  source of funds  generally  as  compared  to the rates paid on term
deposits.

         The term loan balance of $4,700,000 at December 31, 1996 represents the
result  of both  added  borrowing  and  principal  repayments  on  schedule.  In
conjunction  with the stock rights offering and debt increase,  CBCC was able to
obtain a reduction in the interest rate to prime.

         Stockholders'  equity grew to  $15,989,636  at December  31,  1996,  or
$23.83 per share based on 671,000 shares outstanding. In addition to growth from
earnings  retention,  the proceeds of the May 1996 rights offering of 61,000 new
shares added almost  $2,050,000 of equity.  Stock options awarded in prior years
to purchase  61,000 shares remain  outstanding  at per share prices ranging from
$11.58 to $20.00.  During 1996 no new options  were  granted and no options were
exercised.

         Three Months Ended March 31, 1998  Compared to Three Months Ended March
31,  1997.  Net income for the three  months  ended March 31, 1998  increased to
$1,135,951,  an increase of 49% over net income of $760,140  for the  comparable
period in 1997.  A 25%  increase in net  interest  income and a 73%  increase in
noninterest  income  contributed to CBCC's  performance for the 1998 three-month
period compared to the same period in 1997.

         Net interest income  increased to $3,629,735 for the three months ended
March 31, 1998 compared to $2,901,804 the same period a year earlier.  Increases
in interest  earning  assets,  primarily loans and loans held for sale, were the
primary factors  contributing to the $727,931  increase in net interest  income.
CBCC's provision for loan

                                       56


losses  increased  by $50,000 to $150,000  for the three  months ended March 31,
1998 consistent with the increase in loans.

         Noninterest  income  increased to $1,415,572 for the three months ended
March 31, 1998  compared to $816,966 for the first three months of 1997.  Income
from  mortgage  banking  activities  was the  primary  reason  for  this  record
performance,  improving  by $728,661 to  $1,133,199  for the three  months ended
March 31, 1998.  The increase in mortgage  loans  originated  which exceeded $63
million for the first  three  months of 1998  compared to $21.3  million for the
same period a year earlier  produced the improvement in mortgage banking income.
A favorable  interest rate  environment and additions to CBCC's mortgage lending
personnel contributed to the significant increase in mortgage loans originated.

         CBCC had no noninterest income from sales of SBA loans during the first
three months of 1998  compared to $76,633 for the same period in 1997.  No sales
of investment  securities occurred during the three months ended March 31, 1998,
while  declining  interest  rates during the first quarter of 1997 provided CBCC
with the  opportunity  to realize a gain of  $80,184  on the sale of  investment
securities available for sale.

         Noninterest  expense  increased 29% to $3,146,656  for the three months
ended March 31, 1998 compared to $2,443,130  for the first three months of 1997.
Increases in salaries  and  employee  benefits,  primarily  attributable  to the
volume related  increase in incentive  based  compensation  of mortgage  lending
personnel, is the principal cause of the increase in noninterest expense.

         Interest earning assets continued to grow during the first three months
of 1998.  Loans  increased $10.3 million during the three months ended March 31,
1998  compared to an increase of $11.6  million  during the same period in 1997.
The decrease in net growth for the first three months of 1998 is attributable to
the final  settlement and delivery  during 1998 of $3.2 million of loans sold in
conjunction  with the 1997 sale of the Ellijay  Banking  Center.  Loans held for
sale  (mortgage  loans)  increased $7.4 million for the three months ended March
31, 1998  compared to a decrease of $480,000  for the same three months of 1997.
CBCC  management  believes  loan  growth for fiscal 1998 will exceed 1997 growth
based on the  current  level of loan demand and the  increase  in unfunded  loan
commitments and undisbursed  construction  loans. Such commitments totaled $79.4
million as of March 31, 1998 compared to $60.1 million at March 31, 1997.

         Asset quality  remains solid as measured by the  performance  of CBCC's
loan  portfolio  which   continues  to  experience   relatively  low  levels  of
charge-offs,  foreclosures and nonaccrual loans with increases reflecting growth
in total loans  outstanding.  The  allowance  for loan losses was  $2,217,361 or
1.03% of loans as of March 31, 1998  compared to $1,635,356 or 1% of loans as of
March 31, 1997.

         Premises and equipment decreased  approximately  $275,000 for the three
months  ended  March  31,  1998  to $  13,475,680  compared  to an  increase  of
$1,658,823 for the same three-month period in 1997. The 1998 decrease represents
depreciation expense

                                       57


for the three-month  period. The 1997 increase includes a portion of the cost of
CBCC's new main office  facilities as well as  remodeling  costs for the Roswell
Banking Center.

         Deposits  decreased  $34.6 million for the three months ended March 31,
1998 to $315.2  million  compared to an  increase  of $7.5  million for the same
three-month  period  in 1997.  The 1998  decrease  reflects  the  impact  of the
settlement of the 1997 sale of the Ellijay  Banking  Center as well as a decline
in money market  deposits  resulting from the conclusion of a special  promotion
initiated in June of 1997.

         Short-term borrowings consisting primarily of advances from the Federal
Home Loan Bank  increased  for the three  months  ended  March 31,  1998 by $3.9
million compared to an increase of $8.6 million for the same three-month  period
in 1997.

         Long-term debt decreased  $162,500 for the three months ended March 31,
1998 compared to a decrease of $150,000 for the same three-month period in 1997.
The decreases represent scheduled quarterly principal payments.

         Nonperforming Loans. The following table represents nonperforming loans
at December 31, 1997,  1996,  1995, 1994 and 1993.  Nonperforming  loans consist
solely of loans which are contractually  past due 90 days or more as to interest
or principal  payments and still accruing  (past-due  loans) and loans accounted
for on a nonaccrual basis(nonaccrual loans).

                                      Past-due loans          Nonaccrrual loans
                                   --------------------------------------------
                                                  (dollars in thousands)

  December 31, 1997                      $1,168                    $ 64
  December 31, 1996                      $1,159                    $199
  December 31, 1995                      $  417                    $  -
  December 31, 1994                      $  277                    $121
  December 31, 1993                      $    -                    $356

         Total interest income  recognized on  nonperforming  loans for the year
ended December 31, 1997 was approximately  $105,000.  Additional interest income
of  approximately  $2,000 would have been recorded in 1997 if all  nonperforming
loans had performed in accordance with their original terms.

         If, as a result of CBCC's loan review and evaluation procedures,  it is
determined  that  payment of  interest  on a  commercial  or real estate loan is
questionable, such loan is placed on nonaccrual status. A loan can be reinstated
to full  accrual  status  when and if the  borrower's  financial  condition  and
payment  performance can justify  sustainable  performance of all conditions and
terms of the loan.

         Summary of Loan Loss  Experience.  The following table  summarizes loan
balances at the end of each year,  average loans outstanding during the year and
activity in the allowance for loan losses for each of the last five years.

                                       58
<TABLE>
<CAPTION>

                                                                 Year ended December 31,

                                                        1997      1996        1995       1994         1993
                                                    -----------------------------------------------------------
                                                                         (dollars in thousands)
<S>                                                 <C>         <C>       <C>         <C>          <C>         
Allowance for loan losses at beginning of
 year                                               $1,536      $1,252    $  1,048    $    536    $    429

Loans charged off:
  Commercial,  financial and agricultural               50          13          --          13          --
  Real estate loans                                     --          20          --          76          --
  Consumer installment                                  73          45          70          --          48
- -----------------------------------------------------------------------------------------------------------------
      Total charged off                                123          78          70          89          48
- -----------------------------------------------------------------------------------------------------------------
Recoveries of loans previously charged off:
  Commercial,  financial and agricultural               --          --          --          --          --
  Real estate loans                                     --          --          --          --          --
  Consumer installment                                   5          12          29          29           6
- -----------------------------------------------------------------------------------------------------------------
      Total recoveries                                   5          12          29          29           6
- -----------------------------------------------------------------------------------------------------------------
  Net  charge-offs                                     118          66          41          60          42
- -----------------------------------------------------------------------------------------------------------------
Allowance acquired in
 business combinations                                  --          --          --         430          --
Provision for loan losses                              700         350         245         142         149
- -----------------------------------------------------------------------------------------------------------------
Allowance for loan losses at end of year          $  2,118    $  1,536    $  1,252    $  1,048    $    536
=================================================================================================================
Loans outstanding, net of unearned income,
 excluding held for sale                          $205,505    $152,067    $106,638    $100,441    $ 64,458
=================================================================================================================
Average loans outstanding, including held
 for sale, net of unearned income                 $212,430    $164,582    $126,655    $ 89,126    $ 66,311

Ratio of net charge-offs to average
  net loans outstanding                               0.06%       0.04%       0.03%       0.07%       0.06%

Ratio of allowance for loan losses to net loans
  (excluding held for sale) outstanding               1.03%       1.01%       1.17%       1.04%       0.83%
</TABLE>


         Provision  for Loan  Losses.  CBCC's  provision  for loan  losses  is a
reflection  of  actual  losses  experienced  during  the year  and  management's
judgment  as to the  adequacy  of the  allowance  for loan  losses.  Some of the
factors  considered by management in determining the amount of the provision and
resulting  allowance  include:  (1) credit  reviews  of  individual  loans;  (2)
charge-offs  and  recoveries  in the  current  year;  (3)  growth  in  the  loan
portfolio; (4) the current level of the allowance in relation to total loans and
to historical loss levels;  (5) past due and nonaccruing  loans;  (6) collateral
values of properties  securing loans;  (7) the composition of the loan portfolio
(types of loans); and (8) management's evaluation of current and future economic
conditions and the resulting impact on CBCC.

         Allowance for loan losses. The allowance for loan losses is based on
management's evaluation of the loan portfolio under current economic conditions.
The

                                       59


evaluation includes a study of loss experience, a review of delinquencies and an
estimate of the  probability  of loss based on the risk  characteristics  of the
portfolio.  Loans  monitored by past due status  continue to reflect strong loan
quality.  Nonaccrual  loans continue to be immaterial and foreclosed real estate
and repossessed  collateral  continue at low levels consistent with prior years.
Charge-offs for fiscal 1998 are not expected to increase  significantly compared
to 1997.

Forward Looking Statements

         Certain statements contained in this Proxy Statement/Prospectus and the
exhibits   hereto  which  are  not  statements  of  historical  fact  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act (the "Act"). In addition,  certain  statements by CBCC in
oral and written  statements  made by or with the approval of CBCC which are not
statements of historical fact constitute  forward-looking  statements within the
meaning of the Act. Examples of forward-looking  statements include, but are not
limited to: (i)  projections of revenues,  income or loss,  earnings or loss per
share,  the payment or  non-payment  of dividends,  capital  structure and other
financial  items;  (ii)  statements  of  plans  and  objectives  of  CBCC or its
management  or Board of  Directors,  including  those  relating  to  products or
services;  (iii) statements of future economic performance;  and (iv) statements
of  assumptions   underlying   such   statements.   Words  such  as  "believes,"
"anticipates,"  "expects,"  "intends,"  "targeted," and similar  expressions are
intended to identify forward-looking  statements but are not the exclusive means
of identifying such statements.

         Forward-looking  statements  involve risks and uncertainties  which may
cause actual results to differ  materially from those in such statements.  Facts
that  could  cause  actual  results  to  differ  from  those  discussed  in  the
forward-looking  statements include, but are not limited to: (i) the strength of
the U.S.  economy in general and the  strength of the local  economies  in which
operations are conducted; (ii) the effects of and changes in trade, monetary and
fiscal  policies  and laws,  including  interest  rate  policies  of the Federal
Reserve; (iii) inflation, interest rate, market and monetary fluctuations;  (iv)
the timely  development  of and  acceptance  of new  products  and  services and
perceived  overall value of these products and services by users; (v) changes in
consumer  spending,  borrowing and saving habits;  (vi)  technological  changes;
(vii)  acquisitions;  (viii) the  ability to increase  market  share and control
expenses; (ix) the effect of changes in laws and regulations (including laws and
regulations concerning taxes, banking, securities and insurance) with which CBCC
and its subsidiary must comply; (x) the effect of changes in accounting policies
and  practices,  as may be adopted  by the  regulatory  agencies  as well as the
Financial  Accounting  Standards  Board;  (xi)  changes in CBCC's  organization,
compensation and benefit plans; (xii) the costs and effects of litigation and of
unexpected  or adverse  outcomes in such  litigation;  and (xiii) the success of
CBCC at managing the risks involved in the foregoing.

         Such forward-looking statements speak only as of the date on which such
statements  are  made,   and  CBCC   undertakes  no  obligation  to  update  any
forward-looking  statement to reflect events or circumstances  after the date on
which such statement is made to reflect the occurrence of unanticipated events.

                                       60

                                     EXPERTS

Synovus

         The  consolidated  balance sheets of Synovus and its Subsidiaries as of
December 31, 1997 and 1996, and the related  consolidated  statements of income,
changes  in  shareholders'  equity  and cash  flows for each of the years in the
three-year  period ended  December 31, 1997,  all of which are  incorporated  by
reference  in this Proxy  Statement/Prospectus,  have been  audited by KPMG Peat
Marwick LLP, independent  certified public accountants,  whose report thereon is
incorporated  herein  by  reference.  Such  financial  statements  have  been so
incorporated  herein  by  reference  in  reliance  upon the  report of KPMG Peat
Marwick LLP and upon their authority as experts in accounting and auditing.

CBCC

         The consolidated  financial statements of CBCC at December 31, 1997 and
1996,  and for each of the three  years in the period  ended  December  31, 1997
appearing in this Proxy  Statement/Prospectus have been audited by Ernst & Young
LLP,  independent  auditors,  as set  forth in their  report  thereon  appearing
elsewhere  herein,  and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                  OTHER MATTERS

         CBCC's Board of Directors  does not know of any matters to be presented
at the Special  Meeting  other than those set forth above.  If any other matters
are properly brought before the Special Meeting or any adjournment  thereof, the
enclosed  proxy  will  be  deemed  to  confer  discretionary  authority  on  the
individuals named as proxies therein to vote the shares represented by the proxy
as to any such matters.

                              SHAREHOLDER PROPOSALS

         Synovus   management  expects  to  hold  its  next  annual  meeting  of
shareholders  during  April 1999.  Under the  Commission's  rules,  proposals of
shareholders intended to be presented at that meeting must have been received by
Synovus at its principal  executive  offices on or before  November 13, 1998 for
consideration by Synovus for possible inclusion in such proxy materials.

         If the Merger is not consummated,  CBCC will inform its shareholders of
the date and time of the 1999 annual meeting of shareholders of CBCC.

                         PRO FORMA FINANCIAL INFORMATION

         Pro forma financial  information  reflecting the acquisition of CBCC by
Synovus is not presented herein since the pro forma effect is not significant.

                                       61


         On April  22,  1998,  Synovus  signed an  Agreement  and Plan of Merger
providing for the  acquisition  of Bank of Georgia.  At March 31, 1998,  Bank of
Georgia  had  total  assets  of $54  million  and  shareholders'  equity of $5.6
million,  and for the three months ended March 31, 1998,  reported net income of
$215,000. On April 20, 1998, Synovus signed a letter of intent providing for the
acquisition of Georgia Bank & Trust. At March 31, 1998, Georgia Bank & Trust had
total assets of $166.4 million and  shareholders'  equity of $13.6 million,  and
for the three  months  ended March 31,  1998,  reported  net income of $715,000.
These two pending acquisitions were not considered  significant for inclusion in
pro forma statements either  individually or in the aggregate,  or when combined
with CBCC.

                       [Rest of page intentionally blank]

                                       62



                          INDEX TO FINANCIAL STATEMENTS

Community Bank Capital Corporation:                             

Report of Independent Auditors                                   F-1

Consolidated Balance Sheets - December 31, 1997 and 1996         F-2

Consolidated Statements of Income for the Years
         ended December 31, 1997, 1996 and 1995                  F-3

Consolidated Statements of Stockholders' Equity for the Years
         ended December 31, 1997, 1996 and 1995                  F-4

Consolidated Statements of Cash Flows for the Years
         ended December 31, 1997, 1996 and 1995                  F-5

Notes to Consolidated Financial Statements                       F-7

Unaudited Consolidated
         Balance Sheets - March 31, 1998 and 1997               F-26

Unaudited Consolidated Statements of Income
         for the Three Months Ended
         March 31, 1998 and 1997                                F-27

Unaudited Consolidated Statements of Cash Flows
         for the Three Months Ended
         March 31, 1998 and 1997                                F-28

Notes to Unaudited Consolidated
         Financial Statements                                   F-30

                       [Rest of page intentionally blank]


                                       63



                         Report of Independent Auditors

The Board of Directors and Stockholders
Community Bank Capital Corporation

We have audited the accompanying  consolidated  balance sheets of Community Bank
Capital  Corporation  and subsidiary (the Company) as of December 31, 1997 and
1996, and the related consolidated  statements of income,  stockholders equity,
and cash  flows for each of the years in the period  ended  December  31,  1997.
These financial  statements are the responsibility of the Companys  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 consolidated  financial  position of Community Bank
Capital  Corporation  and  subsidiary  at December  31,  1997 and 1996,  and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity  with generally
accepted accounting principles.

February 17, 1998

                                        Ernst & Young LLP

                                      F-1
<TABLE>
<CAPTION>

               Community Bank Capital Corporation and Subsidiary

                          Consolidated Balance Sheets

                                                                      December 31
                                                                 1997           1996
- ---------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
Assets
Cash                                                        $ 11,118,435   $  7,682,535
Interest-bearing balances with banks                          67,812,406      5,784,744
- ---------------------------------------------------------------------------------------
Total cash and cash equivalents                               78,930,841     13,467,279
Investment securities  held-to-maturity (estimated fair
value of $39,797,504 and $26,244,694 at December 31, 1997
and 1996, respectively)                                       39,599,931     26,413,699
Investment securities available for sale                       1,834,017     31,162,889
Loans held for sale                                           32,608,340     28,881,021
Loans receivable, net                                        203,387,037    150,531,101
Premises and equipment, net                                   13,750,617     10,811,786
Other assets                                                   7,484,567      6,832,677
- ---------------------------------------------------------------------------------------
Total assets                                                $377,595,350   $268,100,452
=======================================================================================

Liabilities and stockholders' equity
Liabilities:
     Deposits:
          Interest-bearing deposits                         $317,888,300   $221,011,996
          Noninterest-bearing deposits                        31,903,492     19,964,634
- ---------------------------------------------------------------------------------------
Total deposits                                               349,791,792    240,976,630

Short-term borrowings                                          1,595,261      5,044,232
Long-term debt                                                 4,100,000      4,700,000
Other liabilities                                              1,888,423      1,389,954
- ---------------------------------------------------------------------------------------
Total liabilities                                            357,375,476    252,110,816

Stockholders' equity:
Serial preferred stock, $1 par value per share;
authorized 5,000,000 shares; none issued                         -                -
Common stock, $1 par value per share;
authorized 5,000,000 shares; issued and outstanding
671,000 shares at December 31, 1997 and 1996,
respectively                                                     671,000        671,000
Additional paid-in capital                                     9,472,734      9,472,734

Net unrealized gain on investment  securities
available for sale, net of tax of
$1,365 and $30,081 at December 31, 1997 and 1996,
respectively                                                       2,536         55,865
Retained earnings                                             10,073,604      5,790,037
- ---------------------------------------------------------------------------------------
Total stockholders' equity                                    20,219,874     15,989,636
- ---------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                  $377,595,350   $268,100,452
========================================================================================
See accompanying notes.

                                      F-2

               Community Bank Capital Corporation and Subsidiary

                       Consolidated Statements of Income

                                                           Year ended December 31
                                                  1997             1996          1995
- ---------------------------------------------------------------------------------------------
<S>                                             <C>           <C>              <C>
Interest income:
     Loans receivable                           $22,612,032   $18,132,198      $13,948,863
     Investment securities held-to-maturity       2,043,323       492,058        2,323,133
     Investment securities available for sale     1,626,953     2,406,427          335,508
     Interest-bearing deposits                    1,275,432       308,096          290,035
- ---------------------------------------------------------------------------------------------
Total interest income                            27,557,740    21,338,779       16,897,539
Interest expense:
     Deposits                                    14,283,600    10,344,437        8,294,313
     Short-term borrowings                          295,799        30,781          339,179
     Long-term debt                                 388,946       407,668          332,989
- ---------------------------------------------------------------------------------------------
Total interest expense                           14,968,345    10,782,886        8,966,481
- ---------------------------------------------------------------------------------------------
Net interest income                              12,589,395    10,555,893        7,931,058
Provision for loan losses                           700,000       350,000          245,000
- ---------------------------------------------------------------------------------------------
Net interest income after provision for
     loan losses                                 11,889,395    10,205,893        7,686,058

Noninterest income:
     Service charges on deposit accounts          1,067,509       862,671          736,407
     Loan servicing income                             --         150,096          157,225
     Mortgage banking activities                  2,281,479       591,185                -
     Net gain on sale of loans and loan
          servicing                                 144,912       960,294          268,718
     Net gain on sale of
          premises and equipment                  1,842,269       137,224                -
     Gain on sale of investment  securities         631,359       188,007          132,049
     Other income                                    33,960        28,878          100,493
- --------------------------------------------------------------------------------------------
Total  noninterest income                         6,001,488     2,918,355        1,394,892
Noninterest expense:
     Salaries and employee benefits               6,593,370     4,941,424        3,362,109
     Occupancy expense                            1,867,684     1,541,142        1,099,867
     Deposit insurance expense                      125,139     1,090,743          318,048
     Other operating expenses                     2,697,623     1,936,622        1,808,123
- --------------------------------------------------------------------------------------------
Total noninterest expense                        11,283,816     9,509,931        6,588,507
- ---------------------------------------------------------------------------------------------
Income before income taxes                        6,607,067     3,614,317        2,492,443

Income tax expense (including tax effect of
     securities  gains of $214,662, $63,922 and
     $44,897 for the years ended December
     31, 1997, 1996 and 1995 respectively)        2,323,500     1,274,000          878,659
- ---------------------------------------------------------------------------------------------
Net income                                      $ 4,283,567   $ 2,340,317      $ 1,613,784
=============================================================================================
Net income per share
     of common stock                            $     6.38    $      3.61      $      2.65
=============================================================================================
Net income per share of
     common stock, diluted                      $     6.04    $      3.43      $      2.53
=============================================================================================
</TABLE>

See accompanying notes.
                                      F-3

<TABLE>
<CAPTION>

                Community Bank Capital Corporation and Subsidiary

                 Consolidated Statements of Stockholders' Equity

                                                                                     Net
                                                                                 Unrealized
                                                                                 Gain (Loss)
                                                                                     on
                                                                                 Investment
                                                                                 Securities
                                                                  Additional      Available                       Total
                                           Common Stock            Paid-In        for Sale,      Retained       Stockholders'
                                        ------------------
                                        Shares         Amount      Capital        Net of Tax     Earnings         Equity
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>           <C>             <C>            <C>            <C>
Balance at
    December 31,1994                  610,000   $    610,000     $7,490,000    $   (35,841)     $1,835,936     $9,900,095
    Change in net
      unrealized gain on
       investment
       securities for sale,
       net of tax of
       $160,340                          --             --             --           311,248           --          311,248
Net income                               --             --             --                        1,613,784      1,613,784
                           ---------------------------------------------------------------------------------------------------
Balance at
     December 31, 1995                610,000        610,000      7,490,000        275,407       3,449,720     11,825,127
     Sale of common stock              61,000         61,000      1,982,734           --              --        2,043,734
     Change in net
          unrealized gain on
          investment
          securities available
          for sale, net of tax
          of $118,215                    --             --             --         (219,542)           --         (219,542)
Net income                               --             --             --             --         2,340,317      2,340,317
                                     -------------------------------------------------------------------------------------
Balance at
     December 31, 1996                671,000        671,000      9,472,734         55,865       5,790,037     15,989,636
     Change in net
          unrealized gain on
          investment
          securities available
          for sale, net of tax
          of $28,716                     --             --             --          (53,329)          --           (53,329)
     Net income                          --             --             --                        4,283,567      4,283,567
                                    --------------------------------------------------------------------------------------
Balance at
     December 31, 1997                671,000   $    671,000   $  9,472,734    $     2,536    $ 10,073,604   $ 20,219,874
                                    =======================================================================================
</TABLE>

See accompanying notes
                                      F-4
<TABLE>
<CAPTION>

               Community Bank Capital Corporation and Subsidiary

                     Consolidated Statements of Cash Flows

                                                                                 Year ended December 31
                                                                          1997             1996              1995
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>                   <C>
Operating activities
Net income                                                         $   4,283,567    $   2,340,317         $1,613,784
Adjustments to reconcile net income
     to net  cash  provided  by  operating
     activities:
          Provision for loan losses                                      700,000          350,000            245,000
          Depreciation and amortization                                  849,887          869,780            677,865
          Gain on sale of bank property and OREO                      (1,854,561)        (141,296)                 -
          Gain on sale of loans                                             --           (178,626)                 -
          Gain on sale of investment securities                         (631,359)        (188,007)                 -
          Net (increase) decrease in loans held for sale              (3,727,319)       6,045,859          1,119,541
          Changes in operating assets and liabilities:
               Increase in other assets                               (1,948,499)        (904,007)          (163,203)
               Increase (decrease) in other liabilities                  498,469         (427,945)           740,208
               Other, net                                                578,030           56,657           (692,149)
- --------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by operating activities                   (1,251,785)       7,822,732          3,541,046

Investing activities
Purchase of investment securities held-to-maturity                   (13,552,079)     (20,430,806)       (10,439,952)
Purchase of investment securities available for sale                 (66,572,538)     (36,064,068)       (17,227,729)
Proceeds from maturities of investment securities held-to-
     maturity                                                               --          8,705,251          4,978,022
Proceeds from maturities of investment securities available
     for sale                                                               --          2,000,000          4,000,000
Proceeds from sale of investment securities available for sale        96,216,258       23,514,004         25,649,908
Principal  collected on investment securities available for sale         170,277        1,395,541            293,932
Proceeds from sale of loans                                                 --         12,417,471                  -
Net increase in loans receivable                                     (53,555,936)     (57,733,734)       (29,951,274)
Proceeds from sale of real estate acquired
      through foreclosure                                              1,308,901          416,771            138,014
Proceeds from sale of premises and equipment                           2,177,300        1,383,250                  -
Purchase of premises and equipment                                    (4,243,027)      (1,469,132)          (614,687)
Net increase in construction in progress                                    --         (2,916,640)                 -
- --------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                (38,050,844)     (68,782,092)       (23,173,766)

Financing activities
Net increase in deposits                                             108,815,161       59,396,473         24,487,430
(Decrease) increase in short-term borrowings                          (3,448,970)       1,744,232         (2,900,000)
Proceeds from sale of common stock                                          --          2,043,734                  -
(Decrease) increase in long-term debt                                   (600,000)       1,550,000           (300,000)
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                            104,766,191       64,734,439         21,287,430

Net increase in cash                                                  65,463,562        3,775,079          1,654,710
Cash and cash equivalents at beginning of year                        13,467,279        9,692,200          8,037,490
- --------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                           $  78,930,841    $  13,467,279         $9,692,200
==========================================================================================================================
</TABLE>
                                      F-5
<TABLE>
<CAPTION>

              Community Bank Capital Corporation and Subsidiary

               Consolidated Statements of Cash Flows (continued)

                                                                            Year ended December 31
                                                                          1997             1996          1995
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>                  <C>

Supplemental disclosures of cash flow information
Cash paid during the year for:
     Interest                                                      $  14,347,059    $  10,556,605        $ 8,927,245
     Income Taxes                                                  $   2,554,000    $   1,536,000        $   812,000
====================================================================================================================
Supplemental disclosures of noncash transactions
Loans receivable transferred to real estate acquired through
     foreclosure                                                   $   2,395,346    $     470,704        $   199,552
====================================================================================================================
</TABLE>

See accompanying notes.
                                      F-6

                Community Bank Capital Corporation and Subsidiary

                   Notes to Consolidated Financial Statements

                                December 31, 1997

1. Summary of Significant Accounting Policies

Description of Community Bank Capital Corporation and Subsidiary and Basis of
Presentation

Community Bank Capital Corporation ("CBCC") is a Georgia corporation established
for the purpose of acquiring  financial  services  companies.  CBCC  principally
operates through its wholly owned subsidiary Bank of North Georgia (the "Bank").
The Bank is a federally  chartered stock savings bank regulated by the Office of
Thrift  Supervision  ("OTS")  and  provides a full range of banking  services to
individual  and  corporate  customers  through its  banking  offices in Roswell,
Alpharetta, Crabapple, Canton, Woodstock, and Jasper, Georgia.

The financial statements of CBCC and subsidiary (collectively the "Company") are
prepared  in  accordance  with  generally  accepted  accounting  principles  and
practices  within the financial  services  industry which require  management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.  Certain  amounts have been  reclassified  to conform to current year
presentation. The following is a summary of significant accounting policies.

Principles of Consolidation

The accompanying  consolidated financial statements include the accounts of CBCC
and the Bank. All significant  intercompany  transactions and balances have been
eliminated in consolidation.

Loans Held for Sale

Loans held for sale are carried at the lower of aggregate cost or market value.

Investment Securities

Management determines the appropriate classification of investment securities at
the time of purchase and reevaluates  such  designation as of each balance sheet
date.  Investment securities are classified as held-to-maturity when the Company
has the  positive  intent  and  ability  to hold  the  securities  to  maturity.
Held-to-maturity securities are stated at amortized cost.

                                      F-7



                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Investment  securities  not  classified as  held-to-maturity  are  classified as
available for sale. Available for sale securities are stated at fair value, with
the unrealized gains and losses, net of tax, reported as a separate component of
stockholders' equity.

The amortized cost of investment  securities  classified as  held-to-maturity or
available-for  sale  is  adjusted  for  premiums  and  discounts  on  investment
securities  amortized  or  accreted  over  the  securities'  remaining  term  to
maturity.  Such  amortization is included in interest  income from  investments.
Realized   gains   and   losses,   and   declines   in   value   judged   to  be
other-than-temporary  are included in net securities gains (losses). The cost of
securities sold is based on the specific identification method.

Loans Receivable

Loans  receivable  that  management  has the intent and  ability to hold for the
foreseeable   future  or  until  maturity  or  pay-off  are  reported  at  their
outstanding  principal  adjusted for any  charge-offs,  the  allowance  for loan
losses,  and any  deferred  fees or costs on  originated  loans and  unamortized
premiums or discounts on purchased loans.  Interest income and fees on loans are
recognized over the terms of the loans using methods which  generally  result in
level rates of return on principal amounts outstanding. The Company discontinues
the accrual of interest on loans when the  collectibility  of all  principal  or
interest  cannot  reasonably  be expected.  Such  expectation  is based upon the
delinquency  status of the loan,  the financial  strength of the borrower and an
evaluation of any collateral. When interest accruals are discontinued, income in
the current year is reversed.

Allowance for Loan Losses

The  allowance for loan losses is based on  management's  evaluation of the loan
portfolio under current economic conditions.  The evaluation includes a study of
loss experience, a review of delinquencies and an estimate of the probability of
loss based on the risk characteristics of the portfolio.

                                      F-8

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Real Estate Acquired Through Foreclosure

Real estate, acquired principally through foreclosure,  is initially recorded at
the lower of the investment in the loan or fair value,  less estimated  costs to
sell, at the date of  foreclosure.  Subsequent to  foreclosure,  valuations  are
periodically performed by management,  with a corresponding charge to operations
if the carrying value of a property exceeds its fair value, less estimated costs
to sell.

Loan Origination Fees and Costs

Loan origination  fees and certain direct loan  origination  costs are deferred,
and the  net fee or cost is  recognized  as an  adjustment  to  interest  income
effectively using the interest method over the contractual life of the loans.

Premises and Equipment

Premises and  equipment  are recorded at cost net of  accumulated  depreciation.
Depreciation  is computed on a  straight-line  basis at rates based on estimated
useful lives.

Income Taxes

The Company  accounts for income taxes using the  liability  method.  Under this
method,  deferred tax assets and liabilities are determined based on differences
between  financial  reporting  and tax bases of assets and  liabilities  and are
measured  using the  enacted  tax rates and laws that will be in effect when the
differences are expected to reverse.

Statements of Cash Flows

For  purposes of  presentation  in the  statements  of cash  flows,  the Company
considers  all  short-term   interest-bearing   deposits  in  other  banks  with
maturities of three months or less as cash equivalents.

                                      F-9


                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Stock Options

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related  interpretations
in accounting for its employee stock options. Under APB 25, because the exercise
price of the Company's  stock options  equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized.

Earnings Per Share

The Financial  Accounting  Standards  Board ("FASB")  issued  Statement No. 128,
"Earnings per Share" ("Statement 128") in February 1997.  Statement 128 replaced
the  calculation of primary and fully diluted  earnings per share with basic and
diluted  earnings per share.  The new standard is required for  presentation  of
earnings per share for entities that have issued common stock traded in a public
market  or  non-public  entities  voluntarily   presenting  earnings  per  share
information.

Recent Accounting Pronouncements

In June 1997, the FASB issued Statement 130,  "Reporting  Comprehensive  Income"
("Statement  130").  Statement 130  establishes  standards for the reporting and
display  of  comprehensive  income and its  components  in a full set of general
purpose  financial  statements.  The  Statement  was  developed  in  response to
financial  statement  users' concerns about the increasing  number of items that
bypass the  income  statement,  such as  changes in value of  available-for-sale
securities,  and the effort  required to analyze  them.  Because this  Statement
addresses  how  supplemental  financial  information  is disclosed in annual and
interim  reports,  the adoption will have no material impact on the consolidated
financial statements. Statement 130 will become effective in 1998.

                                      F-10

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


                                                                              
2.   Investment Scurities
<TABLE>
<CAPTION>                                                                                               

                                                                      December 31, 1997
- ----------------------------------------------------------------------------------------------------------------------
                                                                                Gross
                                                            Amortized        Unrealized       Unrealized     Fair
                                                              Cost              Gains           Losses       Value
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>                <C>        <C>
Held-to-Maturity Securities
U. S. Treasury and federal
     agencies                                               $39,599,931     $ 197,573            $-       $39,797,504
- ----------------------------------------------------------------------------------------------------------------------
Total investment securities
     held-to-maturity                                        39,599,931       197,573            $-        39,797,504
- ----------------------------------------------------------------------------------------------------------------------
Available for Sale Securities
U. S. Treasury and federal
     agencies                                                 1,744,812         3,547           1,562       1,746,797
Mortgage-backed securities                                       85,304         1,916             _            87,220
- ----------------------------------------------------------------------------------------------------------------------
Total investment securities
     available for sale                                       1,830,116         5,463           1,562       1,834,017
- ----------------------------------------------------------------------------------------------------------------------
Total investment securities                                 $41,430,047     $ 203,036      $    1,562     $41,631,521
======================================================================================================================
</TABLE>

                                      F-11

2. Investment Securities (continued)

<TABLE>
<CAPTION>

                                                                           December 31, 1996
- ----------------------------------------------------------------------------------------------------------------------
                                                                               Gross             Gross
                                                            Amortized        Unrealized       Unrealized     Fair
                                                              Cost              Gains           Losses       Value
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>           <C>             <C>
Held-to-Maturity Securities
U. S. Treasury and federal
     agencies                                               $26,413,699     $  12,759      $  181,764     $26,244,694
- ----------------------------------------------------------------------------------------------------------------------
Total investment securities
     held-to-maturity                                        26,413,699        12,759         181,764      26,244,694
- ----------------------------------------------------------------------------------------------------------------------
Available for Sale Securities
U. S. Treasury and federal
     agencies                                                30,822,110       157,122          74,619      30,904,613
Mortgage-backed securities                                      254,833         3,443            --           258,276
- ----------------------------------------------------------------------------------------------------------------------
Total investment securities
     available for sale                                      31,076,943       160,565          74,619      31,162,889
- ----------------------------------------------------------------------------------------------------------------------
Total investment securities                                 $57,490,642     $ 173,324      $  256,383     $57,407,583
======================================================================================================================
</TABLE>
                                      F-12

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


2. Investment Securities  (continued)

The following  table sets forth the maturities of investments in debt securities
at December 31, 1997.

<TABLE>
<CAPTION>

                                                            Amortized Cost      Fair Value
- ----------------------------------------------------------------------------------------------
<S>                                                        <C>                  <C>
Investment securities held to maturity:
     Due in one year or less                                $11,027,415         $11,041,250
     Due after one year through five years                   23,332,847          23,493,754
     Due after five years through ten years                   5,239,669           5,262,500
- ----------------------------------------------------------------------------------------------
Total investment securities held-to-maturity                $39,599,931         $39,797,504
==============================================================================================

Investment securities available for sale:
     Due in one year or less                                $ 1,744,812        $  1,746,797
     Mortgage-backed securities                                  85,304              87,220
- ----------------------------------------------------------------------------------------------
Total investment securities available for sale              $ 1,830,116        $  1,834,017
==============================================================================================
</TABLE>

Proceeds  from sales of  investment  securities  available for sale during 1997,
1996 and 1995 were $96,216,258, $23,514,004 and $25,649,908, respectively. Gross
gains of $631,672,  $229,401 and $268,264 and gross losses of $313,  $41,394 and
$132,003 were realized on those sales during 1997, 1996 and 1995, respectively.

Proceeds from sales of investment  securities  held-to-maturity  during 1996 and
1995 were  $1,796,626  and $999,837,  respectively.  There were no such sales in
1997.  These  sales  were  related  to  securities  that were  within 90 days of
maturity.  For the purpose of the statement of cash flows these were included in
proceeds from maturities.

Investment  securities  with amortized  costs of $25,349,184  and $6,065,408 and
estimated  fair values of  $25,369,909  and  $6,031,750 at December 31, 1997 and
1996,  respectively,  were pledged to secure  public funds,  other  deposits and
short term borrowings as provided by law.

                                      F-13
    
                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


3. Loans Receivable

Loans receivable are summarized as follows:
<TABLE>
<CAPTION>

                                                                December 31
                                                          1997             1996
- ---------------------------------------------------------------------------------
<S>                                                   <C>            <C>
Real estate mortgage loans, primarily single family
     residences                                       $ 12,327,467   $ 12,187,720
Home equity lines and second mortgages                  10,025,061      9,433,382
Commercial loans secured by real estate                 85,693,869     42,072,124
Real estate construction                                58,500,396     56,328,761
Commercial loans                                        25,891,134     19,192,773
Consumer and other installment                          13,251,473     13,025,690
- ---------------------------------------------------------------------------------
                                                       205,689,400    152,240,450
- ---------------------------------------------------------------------------------
Less:
     Deferred loan fees                                    172,211        156,359
     Unearned income                                        12,056         17,005
     Allowance for loan losses                           2,118,096      1,535,985
- ---------------------------------------------------------------------------------
                                                         2,302,363      1,709,349
- ---------------------------------------------------------------------------------
                                                      $203,387,037   $150,531,101
=================================================================================
</TABLE>

Activity in the allowance for loan losses is summarized as follows:
<TABLE>
<CAPTION>

                                                                       Year ended December 31
                                                                 1997          1996          1995
- ----------------------------------------------------------------------------------------------------------
     <S>                                                    <C>            <C>              <C>
     Balance at beginning of year                           $ 1,535,985    $ 1,252,245      $1,048,454
     Provision for loan losses                                  700,000        350,000         245,000
     Charge-offs                                               (122,711)       (78,271)        (70,166)
     Recoveries                                                   4,822         12,011          28,957
- ----------------------------------------------------------------------------------------------------------
     Balance at end of year                                 $ 2,118,096    $ 1,535,985      $1,252,245
==========================================================================================================
</TABLE>
                                      F-14

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


3. Loans Receivable (continued)

At December 31, 1997, outstanding mortgage loan commitments,  exclusive of loans
in process,  amounted  to  approximately  $24,746,000.  These  outstanding  loan
commitments consisted of $4,949,200 in variable rate commitments and $19,796,800
in fixed  rate  commitments  with  terms of up to 30 years  and  interest  rates
ranging  from 5.50% to 9.375%.  The  majority of these loan  commitments  are at
rates locked with an outside investor,  therefore the Company has no significant
interest rate risk on these  commitments.  The Company also had  commitments  to
extend credit for certain commercial and real estate loans totaling  $41,725,000
at December  31, 1997.  In  addition,  the Company is committed to loan funds on
unused  variable  rate  consumer  lines of credit (the  unused  portions of home
equity lines of credit) of approximately  $11,124,000 at December31,1997.  The
Company's  policy is to offer  these  lines where  collateral  requirements  are
residential real estate with aggregate  loan-to-value  ratios of 90% or less. At
December31,1997,  the Company  also had unused  lines on credit card  accounts
totaling $4,407,488 which were primarily unsecured. In addition, standby letters
of  credit  were  $3,665,000  and  $2,245,699  at  December  31,  1997 and 1996,
respectively.

A substantial portion of the Company's loans are secured by real estate in North
Georgia  communities,   primarily  in  Cherokee,  Fulton,  Gilmer,  and  Pickens
counties.  In addition,  a substantial  portion of real estate acquired  through
foreclosure consists of single-family residential properties and land located in
those same markets. The ultimate  collectibility of a substantial portion of the
Company's  loan  portfolio  and the  recovery  of a  substantial  portion of the
carrying amount of real estate are  susceptible to changes in market  conditions
in North Georgia.

                                      F-15

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


3. Loans Receivable (continued)

The  following  is a summary  of  activity  of loans  outstanding  to  officers,
directors and their related interests.
<TABLE>
<CAPTION>

                                                            December 31
                                                    1997                  1996
- --------------------------------------------------------------------------------------
<S>                                            <C>                      <C>
     Balance at beginning of year              $ 3,532,204              $ 4,172,418
     New loans                                   5,818,177                2,884,212
     Principal repayments                       (3,341,265)              (3,524,426)
- --------------------------------------------------------------------------------------
     Balance at end of year                    $ 6,009,116              $ 3,532,204
======================================================================================
</TABLE>

4. Premises and Equipment

Premises and equipment accounts are summarized as follows:
<TABLE>
<CAPTION>

                                                   December 31
                                               1997         1996
- --------------------------------------------------------------------------------
<S>                                        <C>           <C>
     Land                                  $ 3,187,577   $ 2,778,148
     Buildings and building improvements     9,041,523     4,224,005
     Construction in progress                     --       2,916,640
     Furniture, fixtures, and equipment      4,349,003     2,920,357
- --------------------------------------------------------------------------------
                                            16,578,103    12,839,150
     Less accumulated depreciation           2,827,486     2,027,364
- --------------------------------------------------------------------------------
                                           $13,750,617   $10,811,786
================================================================================
</TABLE>
                                      F-16

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


5. Interest-Bearing Deposits

Interest-bearing deposits are summarized as follows:
<TABLE>
<CAPTION>

                                                     December 31
                                      1997                               1996
- ----------------------------------------------------------------------------------------
                                             Weighted                           Weighted
                                             Average                            Average
                              Amount         Rate                Amount         Rate
- ----------------------------------------------------------------------------------------
<S>                    <C>                   <C>             <C>                <C>
NOW accounts           $   25,816,664          2.67%         $ 25,585,534       2.77%
Savings accounts           11,916,348          3.00%           14,901,664       3.25%
Money market
     demand accounts      117,642,378          5.51%           37,777,840       4.55%
Time deposits:
     3.01%-4.00%                 --                                11,924
     4.01%-5.00%            1,448,887                           1,551,590
     5.01%-6.00%           97,781,514                          95,178,201
     6.01%-7.00%           59,111,440                          38,255,048
     7.01%-8.00%            4,171,069                           7,750,195
                       ---------------                       -------------            
                          162,512,910          6.00%          142,746,958       5.98%
- --------------------------------------------------------------------------------------
                       $  317,888,300          5.44%         $221,011,996       5.18%
======================================================================================
</TABLE>

Interest expense on deposit accounts is summarized as follows:
<TABLE>
<CAPTION>

                                                            Year ended December 31
                                                  1997            1996                 1995
- ------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>                 <C>
          NOW accounts                        $   633,832        $   636,422         $  480,300
          Savings accounts                        408,012            455,789            441,676
          Money market demand accounts          4,221,707          1,518,448          1,204,292
          Time deposits                         9,020,049          7,733,778          6,168,045
- ------------------------------------------------------------------------------------------------
                                              $14,283,600        $10,344,437         $8,294,313
================================================================================================
</TABLE>
                                      F-17


                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


5. Interest-Bearing Deposits (continued)

A summary of time  deposits  by year of  maturity  at  December  31, 1997 is as
follows:

          1998                   $ 105,394,962
          1999                      31,417,132
          2000                       7,878,824
          2001                      14,508,591
          2002 and after             3,313,401
- -----------------------------------------------
          Total time deposits    $ 162,512,910
================================================

The Company had approximately  $42,753,000 and $33,100,000 in time deposits over
$100,000 at December31, 1997 and 1996, respectively.  Interest expense on these
deposits  approximated  $2,265,985,  $1,873,289 and $1,451,000 in 1997, 1996 and
1995, respectively.

6. Short Term Borrowings

The  Company  had  $5,000,000  in  borrowings  from the  Federal  Home Loan Bank
outstanding as of December 31, 1996. The average amount  outstanding during 1997
was approximately $4,940,876 with a weighted average rate of 5.64%.

The Company had securities sold under  agreements to repurchase in the amount of
$1,595,261  and  $44,232 as of  December  31,  1997 and 1996,  respectively.  At
December 31, 1997 the securities  underlying  these  agreements were US Treasury
securities  with a book value and market  value of  $2,021,340  and  $2,026,750,
respectively. The Company maintains possession of the securities underlying this
type of  agreement.  The  maximum  amount of these  agreements  at any month end
during  1997 was  $1,595,262  and the  average  outstanding  for the year  ended
December 31, 1997 was $495,045.

7. Long-Term Debt

Long-term  debt of  $4,100,000  and  $4,700,000  at December  31, 1997 and 1996,
respectively, consisted of a term note. A new term note was entered into on July
1, 1996,  with  amounts  payable in thirty  consecutive  quarterly  installments
beginning on September 30, 1996, with the final installment of all principal and
interest  then  remaining  due at  maturity on December  31,  2003.  Interest is
payable quarterly at the prime rate. At December 31, 1997 and 1996, the interest
rate was 8.50% and 8.25%, respectively.

                                      F-18

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


7. Long-Term Debt (continued)

Maturities of long-term debt for the five years  subsequent to December 31, 1997
are as follows:

               1998        $       650,000
               1999                737,500
               2000                762,500
               2001                787,500
               2002                812,500
               Thereafter          350,000
- ------------------------------------------
                                $4,100,000
==========================================

The debt is  collateralized by a first security interest in all of the shares of
the common stock of the Bank.

The most restrictive  provisions of the Company's loan agreement include,  among
other things,  provisions  relative to  additional  borrowings,  maintenance  of
capital,  maintenance of certain  financial  ratios,  and  restrictions on stock
issuance and capital expenditures.

8. Income Taxes

The  Company's  subsidiary  qualified  in prior  years under  provisions  of the
Internal  Revenue  Code that  permitted  it to  deduct  from  taxable  income an
allowance for bad debts that differed from the provision for such losses charged
to income. Accordingly,  retained income for tax purposes includes approximately
$960,000 for which no provision for federal or state income taxes has been made.
If in the future this portion of retained  income is used for any purpose  other
than to absorb bad debt losses, including distributions and liquidation,  income
taxes may be imposed at the then-applicable rates.

                                      F-19

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


8. Income Taxes (continued)

The income tax provision consisted of the following:
<TABLE>
<CAPTION>

                                                          Year ended December 31
                                                 1997              1996            1995
- --------------------------------------------------------------------------------------------
<S>                                          <C>                <C>              <C>
     Current                                 $2,551,409         $1,289,719       $904,790
     Deferred                                  (227,909)           (15,719)       (26,131)
- ---------------------------------------------------------------------------------------------
                                             $2,323,500         $1,274,000       $878,659
=============================================================================================
</TABLE>

Federal income tax expense  approximates  income tax expense expected  utilizing
the statutory federal income tax rate.

Significant  components  of the  deferred  tax  liabilities  and  assets  are as
follows:
<TABLE>
<CAPTION>

                                                         December 31
                                                     1997           1996    
- ----------------------------------------------------------------------------
<S>                                               <C>          <C>          
Deferred tax liabilities:
     Tax bad debt reserves over base year         $  325,588   $  325,588   
     Purchase accounting adjustment (loan
          valuation)                                  87,063      131,877   
     Stock dividend on FHLB stock                    130,274      130,274   
     Depreciation and purchase accounting
          adjustments on premises and equipment      759,715      740,860   
     Market value adjustment on investment
          securities available for sale                1,365       30,081   
     Other                                              --          6,473   
- ----------------------------------------------------------------------------
     Total deferred tax liabilities                1,304,005    1,365,153   
     Deferred tax assets:
          Allowance for loan losses                  779,981      575,209   
          Deferred loan fees                          93,848       84,696   
          Other purchase accounting adjustments      217,643      177,701   
          Other, net                                   3,340       57,552   
- ----------------------------------------------------------------------------
Total deferred tax assets                          1,094,812      895,158   
- ----------------------------------------------------------------------------
Net deferred tax liabilities                      $  209,193   $  469,995   
============================================================================

</TABLE>

Taxes paid in 1997, 1996 and 1995 totaled  $2,554,000,  $1,536,000 and $812,000,
respectively.

                                      F-20

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


9. Subsidiary Dividend Restrictions

The OTS capital  distribution  regulations,  which were  enacted in August 1990,
restrict the Bank's cash dividend  payments and other capital  distributions  to
the Company.  The OTS regulations  provide that an institution that has not been
notified  by the OTS of the need for more than the normal  supervision,  such as
the Bank, that exceeds all fully phased-in capital requirements before and after
the proposed  capital  distribution,  could,  after prior notice but without the
approval of the OTS, make capital distributions during a calendar year up to the
higher  of 100% of its net  income to date  during  the  calendar  year plus the
amount that would  reduce by one-half the excess  capital  over fully  phased-in
capital  requirements  at the  beginning of the calendar  year or 75% of its net
income  over  the  most  recent  four-quarter  period.  Any  additional  capital
distributions  would also  require  prior  notice to the OTS.  The Bank paid and
declared dividends totaling $1,300,000 in 1997.

In order to grant a priority to eligible account holders (as defined in the Plan
of  Conversion)  in the event of future  liquidation,  the Bank,  at the time of
conversion to a capital stock institution,  established a liquidation account in
an amount equal to its net worth as of December 31, 1988,  adjusted as described
below. In the event of future liquidation of the Bank,  eligible account holders
who continue to maintain  their deposit  accounts shall be entitled to receive a
distribution from the liquidation  account based on their proportionate share of
the  then  total  remaining  qualifying  deposits.   The  total  amount  of  the
liquidation  account  will be  decreased  as the  balances of  eligible  account
holders are reduced on annual  determination dates subsequent to the conversion.
No  dividends  may  be  paid  to  the  Company  if  such  dividends  reduce  the
stockholder's  equity of the Bank below the amount  required for the liquidation
account.

10. Stock Option Plan

Effective  July 16,  1993,  the Company  adopted a stock option plan for certain
employees  and members of the Board of  Directors.  Under the plan,  as amended,
options could be granted for up to 67,100 shares of the Company's  common stock.
The  number  of  options  granted  to any one  individual  are  determined  by a
committee of the Board of Directors.

                                      F-21

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


10. Stock Option Plan (continued)

The plan  provides  that the option price shall not be less than the fair market
value of the  shares on the date of grant and that no  portion of the option may
be exercised beyond five years from that date.

On February 7, 1997,  options for the  purchase of 3,400  shares were granted to
employees  of the  Company  at a per share  price of $33.50.  On July 25,  1997,
options  for the  purchase  of 1,500  shares were  granted to  employees  of the
Company at a per share price of $38.60.  Options for the  purchase of 500 shares
were  canceled  during  1997.  At December 31, 1997 there were a total of 65,400
options  outstanding  with  exercise  prices  ranging from $11.58 to $38.60.  At
December  31,  1996,  there  were a total of  61,000  options  outstanding  with
exercise  prices  ranging from $11.58 to $20. No options were  exercised  during
1997 or 1996, however 61,000 options were exercisable at December 31, 1997.

Pro forma information regarding net income and earnings per share is required by
FASB Statement No. 123 "Accounting for Stock-Based  Compensation",  and has been
determined  as if the Company had accounted for its stock options under the fair
value method of that Statement. The fair value in these options was estimated at
the date of grant using the "minimum value" method allowed by the Statement. The
model  requires  the use of  numerous  assumptions,  many of  which  are  highly
subjective  in nature.  Therefore,  the pro forma  results  are, of a necessity,
estimates  of  results  of  operations  as  if  compensation  expense  had  been
recognized for all stock-based  compensation plans and are not indicative of the
impact  on future  periods.  Pro forma net  income  and  earnings  per share was
$4,188,572 and $6.25 for the year ended December31,1997.  The weighted average
fair  value of options  granted  during  the year  ended  December31,1997  was
$46,106.  There were no options  issued during the year ended December 31, 1996.
The weighted average share price of options outstanding was $16.12 and $14.74 at
December 31, 1997 and 1996, respectively.

                                      F-22

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


11. Regulatory Capital

Regulatory  capital  is the  basis  by  which  the  OTS  determines  whether  an
institution  is insolvent and whether the  institution is meeting its regulatory
capital   requirements.   Regulatory  standards  impose  the  following  capital
requirements:   a  risk-based   capital  standard  expressed  as  a  percent  of
risk-adjusted assets, a core ratio of core capital to total adjusted assets, and
a tangible capital ratio expressed as a percent of total adjusted assets.  As of
its  most  recent  regulatory   notification,   the  Bank  was  considered  well
capitalized  under  current  regulatory  guidelines.  There are no conditions or
events  since that  notification  that  management  believes  have  changed  the
institution's category.

12. Fair Value of Financial Instruments

FASB Statement No. 107,"Disclosures about Fair Value of Financial  Instruments"
("Statement 107"), requires disclosure of fair value information about financial
instruments,  whether or not  recognized in the balance  sheet,  for which it is
practicable to estimate that value.  In cases where quoted market prices are not
available,  fair values are based on  settlements  using  present value or other
valuation  techniques.  Those  techniques  are  significantly  affected  by  the
assumptions  used,  including  the  discount  rate and  estimates of future cash
flows. In that regard,  the derived fair value estimates cannot be substantiated
by comparison to independent  markets and, in many cases,  could not be realized
in immediate  settlement  of the  instruments.  Statement  107 excludes  certain
financial  instruments  and all  non-financial  instruments  from its disclosure
requirements.  Accordingly,  the aggregate  fair value amounts  presented do not
represent the underlying value of the Company.

The following  methods and  assumptions  were used in estimating  the fair value
disclosures for financial instruments:

Cash and Interest-Bearing Deposits in Banks

The carrying amounts reported in the balance sheet for cash and interest-bearing
deposits in banks approximate those assets' fair values.

                                      F-23

                Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


12. Fair Value of Financial Instruments (continued)

Investment Securities

For investment  securities  held-to-maturity and available for sale, fair values
are based on quoted market  prices.  If a quoted market price is not  available,
fair value is estimated  using quoted  market  prices for similar  securities or
dealer quotes. See Note 2 for fair values on investment securities.

Loans

For variable rate loans that reprice  frequently and with no significant  change
in credit risk,  fair values are based on carrying  values.  The fair values for
residential  mortgage  loans are based on quoted  market prices of similar loans
sold in conjunction with securitization  transactions,  adjusted for differences
in loan  characteristics.  The fair values for other loans are  estimated  using
discounted cash flow analyses,  using interest rates currently being offered for
loans with  similar  terms to borrowers of similar  credit  quality.  Due to the
nature of the loan portfolio, the carrying amounts of loans and accrued interest
approximate their fair values.

Deposits

The fair values  disclosed for demand deposits are, by definition,  equal to the
amount  payable  on demand at the  reporting  date.  The  carrying  amounts  for
variable-rate,  fixed-term  money market  deposit  accounts,  time  deposits and
certificates of deposits,  fixed-rate time deposits and  certificates of deposit
with  maturities  less  than one  year  approximate  their  fair  values  at the
reporting  date.  Fair  values  for  all  other  fixed-rate  time  deposits  and
certificates of deposit are estimated  using a discounted cash flow  calculation
that applies  interest  rates  currently  being  offered on these  deposits to a
schedule of aggregated  expected  monthly  maturities.  The carrying amounts for
deposits also approximate their fair values.

Short-Term Borrowings

The carrying  amounts  reported in the balance sheet for  short-term  borrowings
approximately those liabilities' fair values.

                                      F-24

               Community Bank Capital Corporation and Subsidiary

             Notes to Consolidated Financial Statements (continued)


12. Fair Value of Financial Instruments (continued)

Long-Term Debt

The  carrying   amounts  reported  in  the  balance  sheet  for  long-term  debt
approximate fair value.

13. SAIF Assessment

A  portion  of the  Bank's  deposits  are  subject  to  FDIC  deposit  insurance
assessments for the Savings Association  Insurance Fund (SAIF). On September 30,
1996, legislation authorizing the recapitalization of the SAIF became effective.
This legislation required the Bank, and all other depository institutions having
SAIF  insured  deposits,  to pay a  one-time  assessment.  As a  result  of this
legislation  the Bank recorded a pretax charge of $787,134 during the year ended
December 31, 1996.

14.   Sale of Office

In December 1997,  the Bank completed the sale of its Ellijay office  operations
and facilities to another financial institution. The Bank recorded a gain on the
sale of the office of $1,836,000. In conjunction with such sale, the Bank agreed
to transfer loans of $3,201,271 and deposits of $23,582,495 at the conclusion of
a  regulatory  waiting  period.  Such  waiting  period  expired and the transfer
occurred on January 30, 1998. The loans and deposits transferred are included in
the accompanying statement of financial condition.

                                      F-25

               Community Bank Capital Corporation and Subsidiary
                          Consolidated Balance Sheets
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                   March 31
                                                             1998           1997
<S>                                                        <C>              <C>
- -------------------------------------------------------------------------------------
Assets
  Cash                                                     $9,116,437      $6,658,626
  Interest-bearing balances with  banks                    15,436,070       2,153,961
- -------------------------------------------------------------------------------------
  Total cash and cash equivalents                          24,552,507       8,812,587
  Investment securities held-to-maturity 
     (estimated fair value
    of $40,733,445 and $33,976,260 at March 31, 1998
    and 1997, respectively)                                40,540,803      34,501,569
  Investments securities available for sale                 7,823,038      31,478,516
  Loans held for sale                                      39,977,527      28,401,352
  Loans receivable, net                                   213,782,052     162,214,879
  Premises and equipment, net                              13,475,680      12,470,609
  Other assets                                              8,220,027       7,144,156
- -------------------------------------------------------------------------------------
  Total assets                                           $348,371,634    $285,023,668
=====================================================================================
Liabilities and stockholders' equity 
Liabilities:
    Deposits:
      Interest-bearing deposits                          $290,368,270    $227,954,863
      Noninterest-bearing deposits                         24,803,058      20,478,769
- -------------------------------------------------------------------------------------
  Total deposits                                          315,171,328     248,433,632

  Short-term borrowings                                     5,507,272      13,644,739
  Long-term debt                                            3,937,500       4,550,000
  Other liabilities                                         2,411,912       2,007,066
- -------------------------------------------------------------------------------------
  Total liabilities                                       327,028,012     268,635,437

Stockholders' equity:
  Serial preferred stock, $1 par value per share:
    authorized 5,000,000 shares; none issued                      --             --
  Common stock, $1 par value per share:
    authorized 5,000,000 shares: issued and outstanding
    671,000 shares at March 31, 1998 and 1997,
    respectively                                              671,000         671,000
  Additional paid-in-capital                                9,472,734       9,472,734
  Net unrealized loss on investment securities available 
    for sale, net of tax of $5,078 and $164,471 at
    March 31, 1998 and 1997, respectively                      (9,431)       (305,447)
  Retained earnings                                        11,209,319       6,549,944
- --------------------------------------------------------------------------------------
  Total stockholders' equity                               21,343,622      16,388,231
- --------------------------------------------------------------------------------------
  Total liabilities and stockholders' equity             $348,371,634    $285,023,668
======================================================================================
</TABLE>
                                      F-26


               Community Bank Capital Corporation and Subsidiary
                       Consolidated Statements of Income
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                        Three months ended March 31
                                                             1998           1997
- --------------------------------------------------------------------------------------
<S>                                                       <C>              <C>
Interest income:
  Loans receivable                                         $6,326,316      $4,908,630
  Investment securities held-to-maturity                      615,859         272,667
  Investment securities available for sale                     72,639         690,138
  Interest-bearing deposits                                   322,980          30,080
- --------------------------------------------------------------------------------------
Total interest income                                       7,337,794       5,901,515

Interest expense:
  Deposits                                                  3,612,411       2,752,620
  Short-term borrowings                                         6,912         106,641
  Long-term debt                                               88,736         140,450
- --------------------------------------------------------------------------------------
Total interest expense                                      3,708,059       2,999,711
- --------------------------------------------------------------------------------------

Net interest income                                         3,629,735       2,901,804

Provision for loan losses                                     150,000         100,000
- --------------------------------------------------------------------------------------

Net interest income after provision for loan losses         3,479,735       2,801,804

Noninterest income:
  Service charges on deposit accounts                         278,951         237,069
  Mortgage banking activities                               1,133,199         404,538
  Net gain on sale of loans                                       -            76,633
  Gain on sale of investment securities                           -            80,184
  Other income                                                  3,422          18,542
- --------------------------------------------------------------------------------------
Total noninterest income                                    1,415,572         816,966

Noninterest expense:
  Salaries and employee benefits                            1,912,665       1,478,238
  Occupancy expense                                           437,266         424,913
  Deposit insurance expense                                    64,948          31,337
  Other operating expenses                                    731,777         508,642
- --------------------------------------------------------------------------------------
Total noninterest expense                                   3,146,656       2,443,130
- --------------------------------------------------------------------------------------
Income before income taxes                                  1,748,651       1,175,640

Income tax expense (including tax effect of securities 
     gains of $27,263 for the three months 
     ended March 31, 1997                                     612,700         415,500
- --------------------------------------------------------------------------------------
Net income                                                 $1,135,951        $760,140
======================================================================================
</TABLE>
                                      F-27
<TABLE>
<CAPTION>

               Community Bank Capital Corporation and Subsidiary
                     Consolidated Statements of Cash Flows
                                  (Unaudited)

                                                                           Three months ended March 31,          
                                                                         1998                     1997
- ----------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                       <C>
Operating activities                                                            
Net income                                                            $1,135,951                $760,140  
Adjustments to reconcile net income to net cash provided by                   
  operating activities:                                                         
        Provision for loan losses                                        150,000                 100,000  
        Depreciation and amortization                                    371,999                 286,724  
        Gain on sale of OREO                                               8,205                 (14,031) 
        Net (increase) decrease in loans held for sale                (7,369,187)                479,669  
        Changes in operating assets and liabilities:                                                    
                Increase in other assets                                (846,753)               (463,494) 
                Increase in other liabilities                            523,489                 617,115  
                 Other, net                                               11,973                 142,089 
- --------------------------------------------------------------------------------------------------------- 
Net cash (used in) provided by operating activities                   (6,014,323)              1,908,212  
                                                                
Investing activities                                                            
Purchase of investment securities held-to-maturity                    (3,000,000)                     -   
Purchase of investment securities available for sale                  (6,011,620)            (14,085,216) 
Proceeds from maturities of investment securities held-to-                                             
        maturity                                                       2,000,000                      -   
Proceeds from sale of investment securities available for sale                 -               4,926,066  
Principal collected on investment securities available for sale            6,027                 151,941  
Net increase in loans receivable                                     (10,545,014)            (11,783,778) 
Proceeds from sale of real estate acquired through                                                              
        foreclosure                                                      102,851                 165,810  
Purchase of premises and equipment                                       (45,302)               (131,022) 
Net increase in construction in progress                                       -              (1,714,214) 
Net cash used in investing activities                                (17,493,058)            (22,470,413) 
                                                                
                                                                
Financing activities                                                            
Net (decrease) increase in deposits                                  (34,620,464)              7,457,002  
Increase in short-term borrowings                                      3,912,011               8,600,507  
Decrease in long-term debt                                              (162,500)               (150,000) 
Net cash (used in) provided by financing activities                  (30,870,953)             15,907,509  
                                                                
Net decrease in cash                                                 (54,378,334)             (4,654,692) 
Cash and cash equivalents at beginning of three month period          78,930,841              13,467,279  
Cash and cash equivalents at end of three month period               $24,552,507              $8,812,587  

                                      F-28

                Community Bank Capital Corporation and Subsidiary
                Consolidated Statements of Cash Flows (continued)
                                                                
</TABLE>

<TABLE>
<CAPTION>

                                                                           Three months ended March 31,   
                                                                         1998                     1997
- ----------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                     <C>
Supplemental disclosure of cash flow information                                                                
Cash paid during the year for:                                                          
        Interest                                                      $3,587,695              $2,873,182  
==========================================================================================================
                                                                
Supplemental disclosures of noncash transactions                                                                
Loans receivable transferred to real estate acquired through                                                            
        foreclosure                                                     $116,070                $179,246  
==========================================================================================================
                                                                
</TABLE>
                                      F-29

               Community Bank Capital Corporation and Subsidiary
                   Notes to Unaudited Consolidated Financial Statements

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in accordance  with the  instructions  to Form 10-Q and therefore do not include
all  information  and footnotes  necessary for a fair  presentation of financial
position,  results of  operations,  and cash flows in conformity  with generally
accepted accounting principles. All adjustments consisting of normally occurring
accruals  which,  in  the  opinion  of  management  are  necessary  for  a  fair
presentation of the financial position and results of operations for the periods
covered by this report have been included.

Recent Accounting Pronouncements

In June 1997, the Financial  Accounting  Standards Board (FASB) issued statement
of  Financial  Accounting  Standards  (SFAS) No. 130,  "Reporting  Comprehensive
Income".  This  statement  establishes  standards  for  reporting and display of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial  statements.  SFAS No. 130  requires all items that are required to be
recognized under accounting  standards as components of comprehensive  income be
reported in an annual financial  statement that is displayed in equal prominence
with the  other  annual  financial  statements.  For  interim  period  financial
statements,  enterprises  are  required  to  disclose a total for  comprehensive
income in those financial statements. The term "comprehensive income" is used in
SFAS No. l30 to describe the total of all  components  of  comprehensive  income
including net income. "Other comprehensive income" refers to revenues, expenses,
gains,  and losses that are included in  comprehensive  income but excluded from
earnings under current accounting  standards.  Currently,  "other  comprehensive
income" for CBCC consists solely of items previously  recorded as a component of
shareholders'  equity under SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity  Securities".  CBCC has  adopted the  interim-period  disclosure
requirements  of SFAS No. 130 effective March 31, 1998 and will adopt the annual
financial  statement  reporting  and  disclosure  requirements  of SFAS No.  130
effective December 31, 1998.

Total  comprehensive  income  for the three  months  ended  March  31,  1998 was
$1,123,984 compared to $398,828 for the three months ended March 31, 1997.

                                      F-30

                                   APPENDIX A

                          AGREEMENT AND PLAN OF MERGER

         AGREEMENT  AND PLAN OF  MERGER,  dated as of the 5th day of June,  1998
(the  "Plan"  or  the  "Agreement"),   by  and  among  Synovus  Financial  Corp.
("Synovus") and Community Bank Capital Corporation ("CBCC").

                                    RECITALS:

         A.  Synovus.  Synovus  has been duly  incorporated  and is an  existing
corporation  in good  standing  under the laws of  Georgia,  with its  principal
executive offices located in Columbus,  Georgia. As of the date hereof,  Synovus
has  600,000,000  authorized  shares of common stock,  par value $1.00 per share
("Synovus  Common Stock"),  of which  263,080,194  shares are outstanding on the
date hereof.  All of the issued and  outstanding  shares of Synovus Common Stock
are duly and validly issued and outstanding and are fully paid and nonassessable
and not subject to any preemptive  rights.  Synovus has 34 wholly-owned  banking
subsidiaries  (as  defined in Rule 1-02 of  Regulation  S-X  promulgated  by the
Securities  and  Exchange  Commission,  a  "Subsidiary")  and other  non-banking
Subsidiaries as of the date hereof.

         B. CBCC. CBCC has been duly incorporated and is an existing corporation
in good standing under the laws of Georgia, with its principal executive offices
located  in  Alpharetta,  Georgia.  As of the date  hereof,  CBCC has  5,000,000
authorized  shares of common  stock,  par value  $1.00 per share  ("CBCC  Common
Stock"),  of which 671,000 shares are outstanding on the date hereof. All of the
issued and  outstanding  shares of CBCC Common Stock are duly and validly issued
and outstanding and are fully paid and  nonassessable  and subject to preemptive
rights. CBCC has one wholly-owned banking Subsidiary, Bank of North Georgia.

         C. Board  Approvals.  The Boards of  Directors of Synovus and CBCC have
duly approved the Plan and have duly authorized its execution.

         D. Materiality. Unless the context otherwise requires, any reference in
this  Agreement to  materiality  with respect to any party shall be deemed to be
with  respect to such party and its  Subsidiaries,  or in the case of CBCC,  its
Subsidiary, in each case taken as a whole.

         In  consideration  of their mutual promises and obligations  hereunder,
and intending to be legally bound hereby, Synovus and CBCC hereto adopt and make
the Plan and prescribe the terms and conditions  hereof and the manner and basis
of carrying it into effect, which shall be as follows:

                                  I. THE MERGER

         (A)  Structure  of the  Merger.  On the  Effective  Date (as defined in
Article VII), CBCC will merge (the "Merger") with and into Synovus, with Synovus
being the surviving



corporation (the "Surviving Corporation") under the name Synovus Financial Corp.
pursuant  to the Georgia  Business  Corporation  Code  ("Georgia  Act").  On the
Effective  Date,  the Articles of  Incorporation  and by-laws of Synovus (as the
Surviving  Corporation)  shall be the Articles of  Incorporation  and by-laws of
Synovus in effect immediately prior to the Effective Date.

         (B)  Effect  on   Outstanding   Shares.   By  virtue  of  the   Merger,
automatically  and  without any action on the part of the holder  thereof,  each
share of CBCC Common Stock issued and  outstanding  on the Effective Date (other
than shares as to which dissenters' appraisal rights have been validly exercised
and  perfected  and for  which  cash is  payable  pursuant  to the  Georgia  Act
("Dissenters'  Shares"))  shall become and be converted  into 5.43489  shares of
Synovus Common Stock ("Per Share  Exchange  Ratio").  As of the Effective  Date,
each  share  of CBCC  Common  Stock  held as  treasury  stock  of CBCC  shall be
canceled,  retired and cease to exist,  and no payment  shall be made in respect
thereof.

         No  fractional  shares  of  Synovus  Common  Stock  shall be  issued in
connection  with the  Merger,  but  rather  cash  shall be paid in lieu  thereof
(without  interest),  with the  amount of cash to be paid in lieu of  fractional
shares to be determined based upon the closing price per share of Synovus Common
Stock  on the New  York  Stock  Exchange  ("NYSE")  on the  fifth  business  day
immediately preceding the Effective Date of the Merger.

         Each shareholder of CBCC Common Stock will be entitled to ten votes for
each share of Synovus  Common Stock to be received by him on the Effective  Date
pursuant to a set of resolutions adopted by the Board of Directors of Synovus on
June 5,  1998 in  accordance  with and  subject  to those  certain  Articles  of
Amendment to Synovus' Articles of Incorporation,  dated April 24, 1986.  Synovus
shall provide CBCC with certified copies of such Resolutions.

         Upon and after the Effective Date, each issued and outstanding share of
Synovus  Common Stock shall remain  unchanged and shall continue to evidence the
same number of shares of Synovus Common Stock.

         Dissenters'  Shares shall be purchased and paid for in accordance  with
the applicable provisions of Section 14-2-1301, et seq. of the Georgia Act.

         In the event that, subsequent to the date of this Plan but prior to the
Effective Date, the  outstanding  shares of Synovus Common Stock shall have been
increased,  decreased,  changed into or exchanged for a different number or kind
of   shares   or   securities    through    reorganization,    recapitalization,
reclassification,  stock  dividend,  stock split,  reverse stock split, or other
like changes in Synovus'  capitalization,  then an appropriate and proportionate
adjustment shall be made to the Per Share Exchange Ratio.

         (C)  Procedures.  Certificates  which  represent  shares of CBCC Common
Stock that are outstanding on the Effective Date (each, a "Certificate") and are
converted into shares of Synovus Common Stock pursuant to the Plan shall,  after
the Effective  Date, be deemed to represent  shares of the Synovus  Common Stock
into which such shares have become  converted and shall be  exchangeable  by the
holders thereof in the manner provided in the

                                        2


transmittal  materials  described below for new  certificates  representing  the
shares of Synovus Common Stock into which such shares have been converted.

         As promptly as practicable after the Effective Date, Synovus shall send
to each  holder of record of shares  of CBCC  Common  Stock  outstanding  on the
Effective Date transmittal  materials for use in exchanging the Certificates for
such shares for  certificates  for shares of the Synovus Common Stock into which
such shares of the CBCC Common Stock have been  converted  pursuant to the Plan.
Upon surrender of a  Certificate,  together with a duly executed stock power and
any other required  documents,  the holder of such Certificate shall be entitled
to  receive  in  exchange  therefor  a  certificate  for the number of shares of
Synovus  Common  Stock to which such holder is  entitled,  and such  Certificate
shall forthwith be canceled. No dividend or other distribution payable after the
Effective  Date with  respect to the Synovus  Common  Stock shall be paid to the
holder of any unsurrendered Certificate until the holder thereof surrenders such
Certificate,  at  which  time  such  holder  shall  receive  all  dividends  and
distributions,  without interest thereon,  previously  withheld from such holder
pursuant  hereto.  After the Effective Date,  there shall be no transfers on the
stock  transfer  books of CBCC of shares of CBCC Common  Stock which were issued
and  outstanding on the Effective Date and converted  pursuant to the provisions
of the Plan.  If, after the  Effective  Date,  Certificates  are  presented  for
transfer to CBCC, they shall be canceled and exchanged for the shares of Synovus
Common Stock deliverable in respect thereof as determined in accordance with the
provisions of Paragraph (B) of Article I and in accordance  with the  procedures
set forth in this Paragraph C.

         After the Effective  Date,  holders of CBCC Common Stock shall cease to
be,  and shall have no rights as,  stockholders  of CBCC,  other than to receive
shares of Synovus  Common  Stock into which such shares have been  converted  or
fractional share payments pursuant to the Plan.

         Notwithstanding  the foregoing,  neither Synovus nor CBCC nor any other
person  shall be liable to any former  holder of shares of CBCC Common Stock for
any amount  properly  delivered  to a public  official  pursuant  to  applicable
abandoned property, escheat or similar laws.

         (D) Options.  On the  Effective  Date,  each option  granted by CBCC to
purchase  shares of CBCC Common  Stock,  which is  outstanding  and  unexercised
immediately prior thereto,  shall be converted  automatically without tax to the
holder of the option into an option to purchase  shares of Synovus  Common Stock
in an  amount  and at an  exercise  price  determined  as  provided  below  (and
otherwise having the same duration and other terms as the original option):

                  (1) The number of shares of Synovus Common Stock to be subject
to the new option  shall be equal to the product of the number of shares of CBCC
Common Stock subject to the original option multiplied by the Per Share Exchange
Ratio provided that any fractional shares of Synovus Common Stock resulting from
such multiplication shall be rounded to the nearest whole share; and

                                        3


                  (2) The exercise price per share of Synovus Common Stock under
the new option  shall be equal to the  exercise  price per share of CBCC  Common
Stock under the original option divided by the Per Share Exchange Ratio provided
that such exercise price shall be rounded up to the nearest cent.

         The  adjustment  provided  herein with respect to any options which are
"incentive  stock  options" (as defined in Section 422 of the  Internal  Revenue
Code of 1986, as amended (the "Code")),  shall be and is intended to be effected
in a manner which is consistent with Section 424(a) of the Code.

         Within thirty (30) days after the Effective Date,  Synovus shall notify
each holder of an option to purchase CBCC Common Stock of the assumption of such
options by Synovus and the revisions to the options  shall be effected  thereby.
No payment shall be made for fractional interests.

                           II. ACTIONS PENDING MERGER

         (A) CBCC and its Subsidiary  shall conduct their banking  business only
in the  ordinary  course and shall not,  without  the prior  written  consent of
Synovus,  which consent will not be unreasonably withheld: (1) issue any options
to  purchase  capital  stock or issue any  shares of capital  stock,  other than
shares of CBCC Common Stock issued in connection  with the exercise of currently
outstanding  options to purchase shares of CBCC Common Stock;  (2) declare,  set
aside, or pay any dividend or distribution  with respect to the capital stock of
CBCC,  (3) directly or  indirectly  redeem,  purchase or  otherwise  acquire any
capital stock of CBCC or its Subsidiary;  (4) effect a split or reclassification
of CBCC or its Subsidiary's  capital stock or a recapitalization  of CBCC or its
Subsidiary;  (5) amend the  Articles of  Incorporation  or bylaws of CBCC or its
Subsidiary;  (6) grant any  increase  in the  compensation  payable or to become
payable by CBCC or its  Subsidiary  to any employee  other than  normal,  annual
compensation  increases  that are  desired to be made with regard to CBCC or its
Subsidiary's  employees or are required by law or as described in the disclosure
letter;  (7) make any  change in any bonus,  group  insurance,  pension,  profit
sharing,  deferred  compensation,  or other benefit plan, payment or arrangement
made to,  for or with  respect  to any  employees  or  directors  of CBCC or its
Subsidiary, except to the extent such changes are required by applicable laws or
regulations  or result from a third party's  exercise of its rights to terminate
an insurance  contract  providing  benefits under such benefit plan,  payment or
arrangement;  (8) enter into, terminate,  modify or amend any contract, lease or
other  agreement  with any officer or director of CBCC or its  Subsidiary or any
"associate"  of any  such  officer  or  director,  as such  term is  defined  in
Regulation 14A under the Securities  Exchange Act of 1934, as amended ("Exchange
Act"), other than in the ordinary course of their banking business; (9) incur or
assume any  liabilities,  other  than in the  ordinary  course of their  banking
business;  (10) dispose of any of their assets or properties,  other than in the
ordinary course of their banking business; (11) solicit,  encourage or authorize
any individual,  corporation or other entity, including its directors,  officers
and other employees,  to solicit from any third party any inquiries or proposals
relating to the disposition of its business or assets, or the acquisition of its
voting securities, or the merger of it or its Subsidiary with any corporation or
other  entity  other  than as  provided  by this  Agreement,  or  subject to the
fiduciary  obligations  of its  Board  of  Directors,  provide  any  individual,
corporation or other entity with information or assistance or

                                        4


negotiate  with any  individual,  corporation  or other entity in furtherance of
such  inquiries  or to obtain such a proposal  (and CBCC shall  promptly  notify
Synovus of all of the relevant  details  relating to all inquiries and proposals
which it may  receive  relating  to any of such  matters);  (12)  take any other
action or permit its Subsidiary to take any action not in the ordinary course of
business of it and its Subsidiary;  or (13) directly or indirectly agree to take
any of the foregoing actions.

         (B) Without the prior written  consent of CBCC,  which consent will not
be unreasonably  withheld,  Synovus will not declare,  set aside or pay any cash
dividend  on its Common  Stock other than normal and  customary  quarterly  cash
dividends in accordance with Synovus' current dividend policy or take any action
that would:  (1) delay or adversely  affect the ability of Synovus to obtain any
necessary  approvals of  regulatory  authorities  required for the  transactions
contemplated  hereby;  or (2)  adversely  affect  its  ability  to  perform  its
covenants and agreements on a timely basis under this Plan.

                       III. REPRESENTATIONS AND WARRANTIES

         Synovus hereby represents and warrants to CBCC, and CBCC represents and
warrants to Synovus, that, except as previously disclosed in a letter of Synovus
or CBCC,  respectively,  of even date herewith delivered to the other party (all
references  to  Subsidiaries  below shall,  in the case of CBCC, be deemed to be
Subsidiary):

         (A) the  representations  set forth in Recitals A through C of the Plan
with respect to it are true and correct;

         (B) the outstanding  shares of capital stock of it and its Subsidiaries
are duly authorized,  validly issued and outstanding, fully paid and (subject to
12 U.S.C. ss.55 in the case of a national bank subsidiary)  non-assessable,  and
(in the case of Synovus) subject to no preemptive rights;

         (C) each of it and its Subsidiaries has the power and authority, and is
duly qualified in all jurisdictions  (except for such qualifications the absence
of which will not as a whole  have a Material  Adverse  Effect,  as  hereinafter
defined) where such qualification is required, to carry on its business as it is
now being  conducted and to own all its material  properties and assets,  and it
has all federal, state, local, and foreign governmental authorizations necessary
for it to own or lease its properties and assets and to carry on its business as
it is now being conducted, except for such powers and authorizations the absence
of which,  either  individually  or in the aggregate,  would not have a Material
Adverse Effect;

         (D) the shares of capital stock of each of its  Subsidiaries  are owned
by it (except for  director's  qualifying  shares)  free and clear of all liens,
claims, encumbrances and restrictions on transfer;

         (E)  subject,  in the  case of CBCC,  to the  receipt  of any  required
shareholder approval of this Plan, the Plan has been authorized by all necessary
corporate action of it and, subject to receipt of such approvals of shareholders
and  required  regulatory  approvals,  is a valid and  binding  agreement  of it
enforceable against it in accordance with its terms,

                                        5


subject  to  bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors' rights and to general equity principles;

         (F) the execution, delivery and performance of the Plan by it does not,
and the  consummation of the  transactions  contemplated  hereby by it will not,
constitute:  (1) a breach or violation of, or a default under,  any law, rule or
regulation or any judgment,  decree,  order,  governmental permit or license, or
agreement,  indenture or instrument of it or its  Subsidiaries or to which it or
its  Subsidiaries  (or any of their  respective  properties)  is  subject  which
breach,  violation  or  default  would  have a  material  adverse  effect on the
financial   condition,   results  of  operations  or  business  of  it  and  its
subsidiaries,  taken as a whole (a  "Material  Adverse  Effect"),  or enable any
person to enjoin any of the transactions contemplated hereby; or (2) a breach or
violation of, or a default under,  the certificate or articles of  incorporation
or  by-laws  of it or any of  its  Subsidiaries;  and  the  consummation  of the
transactions  contemplated hereby will not require any consent or approval under
any such law, rule, regulation,  judgment, decree, order, governmental permit or
license or the consent or  approval  of any other  party to any such  agreement,
indenture  or  instrument,  other  than the  required  approvals  of  applicable
regulatory  authorities  and the approval of the  shareholders  of CBCC, both of
which  are  referred  to in  Paragraph  (A) of  Article V and any  consents  and
approvals the absence of which will not have a Material Adverse Effect;

         (G) in the case of  Synovus,  its  Annual  Report  on Form 10-K for the
fiscal year ended December 31, 1997, nor any other document filed  subsequent to
December 31, 1997 under Section 13(a),  13(c),  14 or 15(d) of the Exchange Act,
each in the form filed  with the  Securities  and  Exchange  Commission  ("SEC")
(collectively, its "Reports"), contained any untrue statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
to make the statements made therein,  in light of the circumstances  under which
they were made, not misleading. Each of the balance sheets in or incorporated by
reference  into Synovus'  Reports  (including  the related notes and  schedules)
fairly  presents  the  financial  position of the entity or entities to which it
relates as of its date and each of the  statements  of  operations  and retained
earnings  and of cash flows and  changes in  financial  position  or  equivalent
statements in or incorporated by reference into Synovus' Reports  (including any
related notes and schedules) fairly presents the results of operations, retained
earnings and cash flows and changes in financial  position,  as the case may be,
of the entity or entities to which it relates for the periods set forth  therein
(subject, in the case of unaudited interim statements,  to normal year-end audit
adjustments  that  are not  material  in  amount  or  effect),  in each  case in
accordance  with generally  accepted  accounting  principles  applicable to bank
holding companies  consistently  applied during the periods involved,  except as
may be  noted  therein.  Synovus  has no  material  obligations  or  liabilities
(contingent  or otherwise)  except as disclosed in the Reports.  For purposes of
this Paragraph,  material shall have the meaning as defined under the Securities
Act of 1933,  as amended  ("Securities  Act"),  the  Exchange  Act and the rules
promulgated thereunder;

         (H)  it  has  no  material   liabilities  and  obligations  secured  or
unsecured, whether accrued, absolute, contingent or otherwise, known or unknown,
due or to become due, including, but not limited to tax liabilities, that should
have been but are not reflected in or

                                        6


reserved against in its audited financial  statements as of December 31, 1997 or
in its unaudited  financial  statements as of March 31, 1998 or disclosed in the
notes thereto;

         (I)  there  has  not  been  the  occurrence  of  one  or  more  events,
conditions,  actions  or states of facts  which have  caused a Material  Adverse
Effect with respect to it since December 31, 1997;

         (J) all  material  federal,  state,  local,  and  foreign  tax  returns
required to be filed by or on behalf of it or any of its Subsidiaries  have been
timely  filed or requests  for  extensions  have been timely  filed and any such
extension  shall have been granted and not have expired;  and to the best of its
knowledge,  all such  returns  filed are  complete  and accurate in all material
respects.  All  taxes  shown on  returns  filed by it have  been paid in full or
adequate  provision  has been made for any such taxes on its  balance  sheet (in
accordance with generally accepted accounting principles). As of the date of the
Plan,  there is no audit  examination,  deficiency,  or refund  litigation  with
respect to any taxes of it that would result in a determination  that would have
a Material Adverse Effect.  All taxes,  interest,  additions,  and penalties due
with  respect to completed  and settled  examinations  or  concluded  litigation
relating  to it have been paid in full or adequate  provision  has been made for
any such taxes on its  balance  sheet (in  accordance  with  generally  accepted
accounting  principles).  It has not  executed  an  extension  or  waiver of any
statute of  limitations  on the assessment or collection of any material tax due
that is currently in effect;

         (K)(1) no  litigation,  proceeding or  controversy  before any court or
governmental  agency  is  pending,  and  there is no  pending  claim,  action or
proceeding  against  it or any  of its  Subsidiaries,  which  in the  reasonable
judgment  of its Chief  Executive  Officer is likely to have a Material  Adverse
Effect or to prevent consummation of the transactions  contemplated hereby, and,
to the best of its knowledge, no such litigation, proceeding, controversy, claim
or action has been threatened or is contemplated;  and (2) neither it nor any of
its  Subsidiaries  is subject to any  agreement,  memorandum  of  understanding,
commitment letter,  board resolution or similar arrangement with, or transmitted
to, any regulatory authority materially  restricting its operations as conducted
on the date  hereof or  requiring  that  certain  actions be taken  which  could
reasonably be expected to have a Material Adverse Effect;

         (L)  neither it nor its  Subsidiaries  are in  default in any  material
respect under any material  contract (as defined in Item  601(b)(10)(i) and (ii)
of Regulation  S-K) and there has not occurred any event that, with the lapse of
time or the giving of notice or both, would constitute such a default;

         (M) all  "employee  benefit  plans," as defined in Section  3(3) of the
Employee  Retirement  Income  Security Act of 1974, as amended  ("ERISA"),  that
cover any of its or its Subsidiaries' employees, comply in all material respects
with all applicable  requirements of ERISA,  the Code and other applicable laws;
neither it nor any of its Subsidiaries has engaged in a "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to
any such plan which is likely to result in any material penalties or taxes under
Section  502(i) of ERISA or Section 4975 of the Code;  no material  liability to
the Pension Benefit  Guaranty  Corporation has been or is expected by it or them
to be

                                        7


incurred  with  respect  to any such plan  which is subject to Title IV of ERISA
("Pension Plan"), or with respect to any  "single-employer  plan" (as defined in
Section  4001(a)(15) of ERISA)  currently or formerly  maintained by it, them or
any entity which is considered  one employer with it under Section 4001 of ERISA
or  Section  414 of the  Code;  no  Pension  Plan  had an  "accumulated  funding
deficiency"  (as defined in Section  302 of ERISA  (whether or not waived) as of
the last day of the end of the most recent  plan year  ending  prior to the date
hereof;  the fair market  value of the assets of each  Pension  Plan exceeds the
present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of
ERISA)  under such  Pension Plan as of the end of the most recent plan year with
respect to the  respective  Plan ending prior to the date hereof,  calculated on
the  basis  of the  actuarial  assumptions  used in the  most  recent  actuarial
valuation  for  such  Pension  Plan  as of  the  date  hereof;  no  notice  of a
"reportable  event" (as  defined in Section  4043 of ERISA) for which the 30-day
reporting  requirement has not been waived has been required to be filed for any
Pension Plan within the 12-month  period  ending on the date hereof;  it and its
Subsidiaries  have not  contributed to a  "multi-employer  plan",  as defined in
Section 3(37) of ERISA;  and it and its Subsidiaries do not have any obligations
for  retiree  health and life  benefits  under any  benefit  plan,  contract  or
arrangement,  except  as  required  by  Section  4980B of the Code and Part 6 of
Subtitle B of Title I of ERISA;

         (N) each of it and its  Subsidiaries  has good and marketable  title to
its  properties  and assets,  tangible or intangible  (other than property as to
which it is lessee) that are material to its business except for such defects in
title which would not, in the aggregate, have a Material Adverse Effect;

         (O) it knows of no reason why the regulatory  approvals  referred to in
Paragraphs  (A)(2) and (A)(3) of Article V should not be  obtained  without  the
imposition  of any  condition of the type  referred to in the proviso  following
such Paragraphs (A)(2) and (A)(3) or why the accountants'  letter referred to in
Paragraph (A)(8) of Article V cannot be obtained;

         (P) it and each of its Subsidiaries has all material permits, licenses,
certificates of authority,  orders,  and approvals of, and has made all filings,
applications,  and  registrations  with,  federal,  state,  local,  and  foreign
governmental  or  regulatory  bodies that are  required in order to permit it to
carry on its  business  as it is  presently  conducted  and the absence of which
would have a Material Adverse Effect; all such permits,  licenses,  certificates
of authority,  orders,  and  approvals are in full force and effect,  and to the
best knowledge of it no suspension or cancellation of any of them is threatened;

         (Q) in the case of  Synovus,  the shares of capital  stock to be issued
pursuant to the Plan, when issued in accordance with the terms of the Plan, will
be duly authorized,  validly issued, fully paid and nonassessable and subject to
no preemptive rights;

         (R) neither it nor any of its  Subsidiaries  is a party to, or is bound
by,  any  collective  bargaining  agreement,  contract,  or other  agreement  or
understanding with a labor union or labor organization,  nor is it or any of its
Subsidiaries  the  subject  of a  proceeding  asserting  that  it  or  any  such
Subsidiary  has  committed an unfair  labor  practice or seeking to compel it or
such Subsidiary to bargain with any labor organization as to wages and

                                        8


conditions  of  employment,  nor  is  there  any  strike  or other labor dispute
involving it or any of its Subsidiaries pending or threatened;

         (S) other than services  performed by Brown,  Burke  Capital  Partners,
Inc., which has been retained by CBCC and the arrangements with which, including
fees,  have been  disclosed to Synovus prior to the date hereof,  neither it nor
any of its Subsidiaries,  nor any of their respective  officers,  directors,  or
employees,  has employed any broker or finder or incurred any  liability for any
financial advisory fees, brokerage fees,  commissions,  or finder's fees, and no
broker  or  finder  has  acted  directly  or  indirectly  for  it or  any of its
Subsidiaries,  in  connection  with  the Plan or the  transactions  contemplated
hereby;

         (T) the  information  to be  supplied by it for  inclusion  in: (1) the
Registration  Statement  on  Form  S-4  and/or  such  other  form(s)  as  may be
appropriate to be filed under the Securities Act with the SEC by Synovus for the
purpose of, among other things,  registering  the issuance of the Synovus Common
Stock to be issued to the shareholders of CBCC in the Merger (the  "Registration
Statement");  or (2) the proxy  statement to be distributed  in connection  with
CBCC's  meeting  of its  shareholders  to vote  upon this  Plan (as  amended  or
supplemented  from time to time,  the "Proxy  Statement",  and together with the
prospectus  included in the Registration  Statement,  as amended or supplemented
from time to time, the "Proxy  Statement/Prospectus")  will not at the time such
Registration  Statement  becomes  effective,  and  in  the  case  of  the  Proxy
Statement/Prospectus  at the time it is mailed and at the time of the meeting of
stockholders  contemplated  under this Plan,  contain any untrue  statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they are made, not misleading;

         (U) for purposes of this section,  the  following  terms shall have the
indicated meaning:

         "Environmental  Law" means any  federal,  state or local law,  statute,
ordinance,  rule, regulation,  code, license, permit,  authorization,  approval,
consent, order, judgment,  decree, injunction or agreement with any governmental
entity  relating to: (1) the  protection,  preservation  or  restoration  of the
environment  (including,  without limitation,  air, water vapor,  surface water,
groundwater,  drinking water supply,  surface soil,  subsurface  soil, plant and
animal  life or any  other  natural  resource);  and/or  (2) the  use,  storage,
recycling,  treatment,   generation,   transportation,   processing,   handling,
labeling,  production,  release or disposal of  Hazardous  Substances.  The term
Environmental   Law  includes   without   limitation:   (1)  the   Comprehensive
Environmental  Response,  Compensation and Liability Act, as amended,  42 U.S.C.
ss. 9601, et seq; the Resource  Conservation  and Recovery  Act, as amended,  42
U.S.C.  ss. 6901, et seq; the Clean Air Act, as amended,  42 U.S.C. ss. 7401, et
seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251, et
seq; the Toxic Substances  Control Act, as amended,  15 U.S.C. ss. 9601, et seq;
the Emergency  Planning and Community Right to Know Act, 42 U.S.C. ss. 11001, et
seq; the Safe Drinking Water Act, 42 U.S.C.  ss. 300f, et seq; all  accompanying
federal  regulations and all comparable state and local laws; and (2) any common
law (including  without  limitation common law that may impose strict liability)
that may impose  liability  or  obligations  for  injuries or damages due to, or
threatened  as a  result  of,  the  presence  of or  exposure  to any  Hazardous
Substance.

                                        9


         "Hazardous  Substance"  means any substance or waste presently  listed,
defined, designated or classified as hazardous, toxic, radioactive or dangerous,
or  otherwise  regulated,  under any  Environmental  Law,  whether by type or by
quantity,  including any material  containing any such substance as a component.
Hazardous  Substances include without limitation  petroleum or any derivative or
by-product  thereof,   asbestos,   radioactive  material,   and  polychlorinated
biphenyls.

         "Loan  Portfolio  Properties  and Other  Properties  Owned" means those
properties owned or operated by Synovus or CBCC, as applicable,  or any of their
respective Subsidiaries.

         (1)  there  are  no   actions,   suits,   demands,   notices,   claims,
investigations or proceedings  pending or, to its actual  knowledge,  threatened
against it and its  Subsidiaries  relating to the Loan Portfolio  Properties and
Other Properties Owned by it or its Subsidiaries  under any  Environmental  Law,
including  without  limitation  any  notices,  demand  letters or  requests  for
information from any federal or state environmental  agency relating to any such
liabilities  under or  violations  of  Environmental  Law,  nor,  in the  actual
knowledge of it and its Subsidiaries,  are there any  circumstances  which could
lead to  such  actions,  suits,  demands,  notices,  claims,  investigations  or
proceedings,  except such which will not have, or result in, a Material  Adverse
Effect; and

         (2) CBCC  will,  within 30 days  after the date  hereof,  engage a firm
satisfactory to Synovus to conduct: (a) a phase one environmental  assessment of
the banking  facilities  currently owned by CBCC upon which CBCC is conducting a
banking business, which assessment shall meet the standards of ASTM E1527-97 and
shall include at a minimum a site history, on-site inspection,  asbestos report,
evaluation of surrounding properties and soil tests in the event any underground
storage  tanks are  discovered;  and (b) a  transaction  screen  that  meets the
standards  of ASTM E 1528 for the two  properties  that CBCC  leases,  which are
known as "John's Creek and "Dogwood," and in addition,  CBCC agrees to conduct a
phase I assessment of the leased properties if, in Synovus' reasonable judgment,
the transaction screen indicates potential environmental  liabilities associated
with the leased properties. Synovus has requested such inspection and testing in
an effort to reasonably  determine whether potential  liabilities exist relating
to  Environmental  Law.  Delivery of the phase one  assessments  and transaction
screens  satisfactory  to  Synovus  is an  express  condition  precedent  to the
consummation  of the  Merger.  Within 15 days after  receipt  of these  reports,
Synovus shall notify CBCC in writing whether or not, in the reasonable  judgment
of Synovus,  the results of such reports will have a Material  Adverse Effect on
CBCC. In the event that Synovus determines, in its reasonable judgment, that the
results  of such  reports  will have a  Material  Adverse  Effect on CBCC,  such
written  notification  shall include a statement by Synovus regarding whether or
not it intends  to  terminate  this  Agreement  based  upon the  results of such
reports.  The  Parties  agree  that  Synovus  has given  CBCC good and  valuable
consideration  for its  agreement to obtain and pay the cost of such  inspection
and testing, and Synovus shall be entitled to rely on same;

         (V) in the case of Synovus,  its reserve  for  possible  loan losses as
shown in its audited  financial  statements as of December 31, 1997 was, and its
reserve for possible loan losses as shown in its Quarterly  Reports on Form 10-Q
filed prior to the Effective Date

                                       10


will be, adequate in all material respects under generally  accepted  accounting
principles  applicable to banks and bank holding  companies  and, in the case of
CBCC,  its reserve for  possible  loan losses as shown in its audited  financial
statements as of December 31, 1997 was, and its reserve for possible loan losses
as  shown in its  unaudited  quarterly  financial  statements  prepared  for all
quarters  ending prior to the Effective  Date will be,  adequate in all material
respects under generally accepted accounting  principles applicable to banks and
bank holding companies;

         (W) in the case of CBCC,  other  than  options to  purchase  65,400 (or
fewer)  shares of CBCC Common  Stock  pursuant  to the  Community  Bank  Capital
Corporation  1993  Stock  Option  Plan,   there  are  no  outstanding   options,
agreements,  contracts, calls or commitments which would require the issuance by
CBCC of any shares of CBCC  Common  Stock or  securities  convertible  into such
Common Stock; and

         (X) it has adopted and is in the process of  implementing  policies and
procedures  to ensure that it will be in compliance  with the Federal  Financial
Institution Examination Counsel's May 5, 1997 Interagency Statement on Year 2000
Project Management Awareness and subsequent  regulatory  directives with respect
to Year 2000 issues.

                                  IV. COVENANTS

         Synovus hereby covenants to CBCC, and CBCC hereby covenants to Synovus,
that:

         (A) it  shall  take or  cause  to be  taken  all  action  necessary  or
desirable under the Plan on its part as promptly as practicable,  including,  in
the  case  of  Synovus,  the  filing  of  all  necessary  applications  and  the
Registration  Statement,  so as to permit the  consummation of the  transactions
contemplated by the Plan at the earliest  possible date and cooperate fully with
the other party hereto to that end;

         (B) in the case of CBCC, it shall: (1) take all steps necessary to duly
call,  give notice of,  convene and hold a meeting of its  shareholders  for the
purpose of approving,  upon the  recommendation  of its Board of Directors,  the
Plan as soon as is reasonably  practicable;  (2) distribute to its  shareholders
the Proxy  Statement/Prospectus  in accordance with applicable federal and state
law and with its articles of  incorporation  and by-laws;  (3)  recommend to its
shareholders  that they  approve  the Plan  (unless  such  recommendation  would
constitute a breach of its board of directors' fiduciary duties as determined in
good faith after consultation with counsel);  and (4) cooperate and consult with
Synovus with respect to each of the foregoing matters;

         (C) it will  cooperate  in the  preparation  and  filing  of the  Proxy
Statement/Prospectus  and  Registration  Statement  in order to  consummate  the
transactions contemplated by the Plan as soon as is reasonably practicable;

         (D) Synovus will advise CBCC,  promptly after Synovus  receives  notice
thereof, of the time when the Registration Statement has become effective or any
supplement or amendment has been filed, of the issuance of any stop order or the
suspension of the  qualification  of the shares of Synovus Common Stock issuable
pursuant to the Plan for

                                       11


offering  or  sale in any  jurisdiction,  of the  initiation  or  threat  of any
proceeding  for any such purpose or of any request by the SEC for the  amendment
or supplement of the Registration Statement or for additional information;

         (E) in the case of Synovus, it shall take all actions to obtain,  prior
to the  effective  date of the  Registration  Statement,  all  applicable  state
securities law or "Blue Sky" permits,  approvals,  qualifications  or exemptions
for the Synovus shares to be issued pursuant to this Plan;

         (F)  subject  to its  disclosure  obligations  imposed  by law,  unless
reviewed and agreed to by the other party  hereto in advance,  it will not issue
any press release or written statement for general  circulation  relating to the
transactions  contemplated  hereby;  provided,  however,  that  nothing  in this
Paragraph  (F)  shall be  deemed  to  prohibit  either  party  from  making  any
disclosure  which its counsel  deems  necessary or advisable in order to satisfy
such party's disclosure obligations imposed by law;

         (G) from and  subsequent to the date hereof,  it will:  (1) give to the
other party hereto and its respective counsel and accountants full access to its
premises and books and records  during normal  business hours for any reasonable
purpose related to the transactions  contemplated  hereby; and (2) cooperate and
instruct its  respective  counsel and  accountants  to cooperate  with the other
party hereto and with its respective  counsel and accountants with regard to the
formulation and production of all necessary information,  disclosures, financial
statements,  registration  statements and regulatory filings with respect to the
transactions encompassed by the Plan. Any nonpublic information regarding either
party shall be held  strictly  confidential  and used solely for the purposes of
the transactions  contemplated  herein. In the event of termination,  each party
shall return all nonpublic  information  regarding the other party to such other
party;

         (H) it shall notify the other party  hereto as promptly as  practicable
of:  (1) any  breach of any of its  representations,  warranties  or  agreements
contained herein;  (2) any occurrence or impending  occurrence,  of any event or
circumstance  which would cause or  constitute  a material  breach of any of the
representations,  warranties  or  agreements  of it  contained  herein;  (3) any
material  adverse  change in its financial  condition,  results of operations or
business; and (4) it shall use its best efforts to prevent or remedy the same;

         (I) it shall cooperate and use its best efforts to promptly prepare and
file all necessary documentation to effect all necessary applications,  notices,
petitions,  filings and other  documents,  and to obtain all necessary  permits,
consents,  approvals and  authorizations  of all third parties and  governmental
bodies  or  agencies,   including,  in  the  case  of  Synovus,   submission  of
applications for approval of the Plan and the transactions  contemplated  hereby
to the  Board  of  Governors  of the  Federal  Reserve  System  (the  "Board  of
Governors") in accordance with the provisions of the Bank Holding Company Act of
1956, as amended (the "BHC Act"), the Georgia  Department of Banking and Finance
("Georgia Department") and to such other regulatory agencies as required by law;

                                       12


         (J) it will use its best  efforts to cause the  Merger to  qualify  for
pooling-of-interests  accounting treatment and, in the case of CBCC, it will not
cash out any of the options  granted  pursuant  to the  Community  Bank  Capital
Corporation 1993 Stock Option Plan;

         (K) in the case of Synovus, it shall cause the shares of Synovus Common
Stock to be issued pursuant to the terms of this Plan to be approved for listing
on the NYSE,  and each such share  shall be  entitled  to ten votes per share in
accordance  with and subject to those certain  Articles of Amendment to Synovus'
Articles of Incorporation dated April 24, 1986;

         (L) in the case of Synovus,  following  the  Effective  Date,  it shall
provide generally to officers and employees of CBCC and its Subsidiary  employee
benefits,  including without  limitation  pension  benefits,  health and welfare
benefits,  life  insurance  and vacation and severance  arrangements  ("Employee
Benefits")  on  terms  and  conditions   which,  when  taken  as  a  whole,  are
substantially similar to those currently provided by CBCC and its Subsidiary. As
soon as  administratively  and financially  practicable  following the Effective
Date,  Synovus shall provide generally to officers and employees of CBCC and its
Subsidiary  Employee  Benefits which,  when taken as a whole, are  substantially
similar to those provided from time to time by Synovus and its  Subsidiaries  to
their  similarly  situated  officers  and  employees.  With  respect to Employee
Benefits  maintained  by Synovus in which  CBCC and its  Subsidiary  participate
after the Effective Date, Synovus agrees: (1) to treat service by CBCC employees
prior to the Effective  Date as service with Synovus for  eligibility,  vesting,
and with the exception of the Synovus  Financial  Corp./Total  System  Services,
Inc. Money Purchase  Pension Plan,  Profit Sharing Plan and 401(K) Savings Plan,
benefit accrual purposes;  and (2) to waive pre-existing  condition  limitations
and waiting  periods,  if any, as would  otherwise  be applied to  participating
employees of CBCC upon the implementation of such Employee Benefits constituting
"group health plans" within the meaning of Section 5000(b)(i) of the Code;

         (M) in the case of CBCC,  it will use its best  efforts  to  deliver to
Synovus on or prior to the date of this Agreement audited consolidated financial
statements of CBCC and its  Subsidiary  as of, and for the year ended,  December
31, 1997;

         (N) in the case of CBCC,  it shall use its best  efforts  to cause each
director, executive officer and other person who is an "affiliate" (for purposes
of Rule  145  under  the  Securities  Act and for  purposes  of  qualifying  for
"pooling-of  interests"  treatment as described  below) to deliver to Synovus as
soon as practicable after the date hereof, but in no event after the date of the
CBCC  shareholders  meeting  called to approve the Merger,  a written  agreement
providing  that such person will not sell, or in any other way reduce his or her
risk  relative to any shares of CBCC Common Stock held by such  "affiliate"  and
the shares of Synovus  Common  Stock to be received by such  "affiliate"  in the
Merger:  (1) in the case of shares  of  Synovus  Common  Stock  only,  except in
compliance  with the  applicable  provisions of the Securities Act and the rules
and  regulations  thereunder;  and (2) during the periods  during which any such
sale,  pledge,  transfer or other disposition  would,  under generally  accepted
accounting  principles or the rules,  regulations or interpretations of the SEC,
disqualify the Merger for "pooling-of-interests" accounting treatment, except as
permitted  by  Staff  Accounting   Bulletin  No.  76  issued  by  the  SEC.  The
certificates of Synovus Common Stock

                                       13


issued to  affiliates of CBCC will bear an  appropriate  legend  reflecting  the
foregoing.  The parties  understand  that such periods in general  encompass the
period  commencing  30 days  prior to the  Merger  and ending at the time of the
publication  of  financial  results  covering  at  least  30  days  of  combined
operations of Synovus and CBCC within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies;

         (O) it will not directly or indirectly  take any action or omit to take
any action to cause any of its  representations and warranties made in this Plan
to become untrue;

         (P) in the case of Synovus,  it shall take no action  which would cause
the  shareholders of CBCC to recognize gain or loss as a result of the Merger to
the extent  such  shareholders  would not  otherwise  recognize  gain or loss as
described in Paragraph (A)(7) of Article V;

         (Q) it shall take no action  which would  prevent  the  issuance of the
accountants' letter referred to in Paragraph (A)(8) of Article V; and

         (R)(1) in the case of Synovus,  subject to the  conditions set forth in
Paragraph (2) below, for a period of six years after the Effective Date, Synovus
shall   indemnify,   defend  and  hold   harmless   each   person   entitled  to
indemnification  from CBCC and its Subsidiary  (each,  an  "Indemnified  Party")
against all  liabilities  arising out of actions or  omissions  occurring  at or
prior to the Effective Date  (including the  transactions  contemplated  by this
Agreement) to the fullest extent  permitted  under Georgia law and by CBCC's and
its Subsidiary's  Articles of Incorporation  and bylaws as in effect on the date
hereof,  including  provisions  relating to advances of expenses incurred in the
defense of any litigation.  Without limiting the foregoing, in any case in which
approval by Synovus is required to effectuate any indemnification, Synovus shall
direct, at the election of the Indemnified  Party, that the determination of any
such approval shall be made by independent  counsel mutually agreed upon between
Synovus and the Indemnified Party.

              (2) Any Indemnified Party wishing to claim  indemnification  under
Paragraph (a) upon learning of any such liability or litigation,  shall promptly
notify Synovus  thereof.  In the event of any such litigation  (whether  arising
before or after the Effective  Date), (a) Synovus shall have the right to assume
the defense thereof, and Synovus shall not be liable to such Indemnified Parties
for any legal  expenses  of other  counsel  or any other  expenses  subsequently
incurred by such  Indemnified  Parties in connection  with the defense  thereof,
except  that if Synovus  elects not to assume  such  defense or counsel  for the
Indemnified  Parties  advises  that there are  substantive  issues  which  raise
conflicts  of  interest  between  Synovus  and  the  Indemnified   Parties,  the
Indemnified  Parties may retain counsel  satisfactory to them, and Synovus shall
pay all reasonable fees and expenses of such counsel for the Indemnified Parties
promptly as statements  therefor are received;  provided,  that Synovus shall be
obligated pursuant to this Paragraph (2) to pay for only one firm of counsel for
all Indemnified  Parties in any jurisdiction,  (b) the Indemnified  Parties will
cooperate in the defense of any such  litigation,  and (c) Synovus  shall not be
liable for any  settlement  effected  without  its prior  written  consent;  and
provided  further,  that Synovus shall not have any obligation  hereunder to any
Indemnified Party when and if a court of competent jurisdiction shall determine,
and such determination shall have become final,

                                       14


that the  indemnification  of such Indemnified Party in the manner  contemplated
hereby is prohibited by applicable law.

                          V. CONDITIONS TO CONSUMMATION

         (A) The  respective  obligations  of Synovus  and of CBCC to effect the
Merger shall be subject to the  satisfaction  prior to the Effective Date of the
following conditions:

         (1) the Plan and the transactions  contemplated  hereby shall have been
approved by the requisite vote of the shareholders of CBCC;

         (2)  the  procurement  by  Synovus  of  approval  of the  Plan  and the
transactions  contemplated  hereby by the Board of Governors  and by the Georgia
Department;

         (3)  procurement of all other  regulatory  consents and approvals which
are necessary to the consummation of the transactions  contemplated by the Plan;
provided,  however,  that no approval or consent in Paragraphs (A)(2) and (A)(3)
of this Article V shall be deemed to have been  received if it shall include any
conditions or  requirements  (other than  conditions or  requirements  which are
customarily included in such an approval or consent) which would have a Material
Adverse  Effect  on the  economic  or  business  benefits  of  the  transactions
contemplated  hereby as to render  inadvisable the consummation of the Merger in
the reasonable opinion of the Board of Directors of Synovus or CBCC;

         (4) the satisfaction of all other requirements  prescribed by law which
are necessary to the consummation of the transactions contemplated by the Plan;

         (5) no statute,  rule,  regulation,  order,  injunction or decree shall
have  been  enacted,  entered,  promulgated  or  enforced  by  any  governmental
authority which prohibits,  unreasonably restricts or makes illegal consummation
of the Merger;

         (6) the Registration  Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement shall have been
issued  and no  proceedings  for that  purpose  shall  have  been  initiated  or
threatened by the SEC and Synovus shall have received all state  securities  law
and "Blue Sky" permits,  approvals,  qualifications  or exemptions  necessary to
consummate the transactions contemplated hereby;

         (7) each party shall have  received an opinion from KPMG Peat  Marwick,
Certified Public Accountants ("KPMG"),  updated as of the Effective Date, to the
effect  that,  the Merger will be treated for federal  income tax  purposes as a
reorganization  within the meaning of Section 368(a)(1)(A) of the Code and that,
accordingly:  (i) no gain or loss will be  recognized  by  Synovus  or CBCC as a
result  of the  Merger;  and  (ii) no gain or  loss  will be  recognized  by the
shareholders  of CBCC who exchange  their shares of CBCC Common Stock solely for
shares of Synovus  Common Stock  pursuant to the Merger  (except with respect to
cash received in lieu of a fractional  share interest in Synovus Common Stock or
cash  received  as a result of the  exercise  of  statutory  dissenters'  rights
against the Merger);

                                       15


         (8) each party shall have  delivered to the other party a  certificate,
dated as of the  Effective  Date,  signed by its Chairman of the Board,  and its
Chief Financial  Officer or Controller to the effect that, to the best knowledge
and belief of such officers,  the statement of facts and representations made on
behalf of the management of such party,  presented to KPMG in delivering the Tax
Opinion, were at the date of such presentation true, correct and complete.  Each
party  shall have  received a copy of the Tax Opinion  referred to in  Paragraph
(A)(7) of this Article V; and

         (9) Synovus shall have received a letter dated as of the Effective Date
from KPMG, its independent certified public accountants,  to the effect that the
Merger will qualify for pooling-of-interests accounting treatment.

         (B) The  obligation of Synovus to effect the Merger shall be subject to
the  satisfaction  prior  to the  Effective  Date  of the  following  additional
conditions:

                  (1)(a) For purposes of this Article  V(B)(1),  the accuracy of
the  representations and warranties of CBCC set forth in this Agreement shall be
assessed as of the date of this  Agreement and as of the Effective Date with the
same effect as though all such  representations  and warranties had been made on
and as of the Effective Date (provided, that representations and warranties that
are confined to a specific date shall speak only as of that date).

                    (b)  The representations and warranties set forth in Recital
B regarding the number of shares of CBCC Common Stock  outstanding shall be true
and correct (except for inaccuracies that are de minimus in amount). There shall
not exist  inaccuracies  in the  representations  and warranties or instances of
non-compliance  with the covenants of CBCC set forth in this Agreement such that
the aggregate  effect of such  inaccuracies or such instances of  non-compliance
has,  or is  reasonably  likely in the  opinion of  Synovus to have,  a material
adverse effect on CBCC, and Synovus shall have received a certificate, signed by
the Chief Executive  Officer of CBCC,  dated the Effective Date, to such effect.
For purposes of this subsection (b) only, those  representations  and warranties
that are qualified by references  to  "Material"  or "Material  Adverse  Effect"
shall be deemed not to include such qualifications;

         (2)  there  shall be no  discovery  of facts,  or actual or  threatened
causes of action,  investigations or proceedings by or before any court or other
governmental body that relates to or involves either CBCC or its Subsidiary: (a)
which,  in the  reasonable  judgment of Synovus,  would have a Material  Adverse
Effect upon either CBCC or the consummation of the transactions  contemplated by
this  Agreement;  (b) that challenges the validity or legality of this Agreement
or the consummation of the transactions  contemplated by this Agreement;  or (c)
that seeks to  restrain  or  invalidate  the  consummation  of the  transactions
contemplated by this Agreement or seeks damages in connection therewith;

         (3)  Synovus  shall  not have  learned  of any fact or  condition  with
respect to the business, properties, assets, liabilities,  deposit relationships
or earnings  of CBCC or its  Subsidiary  which,  in the  reasonable  judgment of
Synovus,  is  materially  and  adversely  at  variance  with  one or more of the
warranties or representations set forth in this Agreement

                                       16


or which,  in the  reasonable  judgment of Synovus,  has or will have a Material
Adverse Effect on CBCC or its Subsidiary,  including,  without  limitation,  the
loan portfolio of Subsidiary and the adequacy of the loan loss reserves for such
loan portfolio;

         (4) Gordon R. Teel,  Donald D. Howard and Glenn Jack Johnson shall have
executed employment  agreements with Synovus as proposed by Synovus and approved
by Messrs. Teel, Howard and Johnson;

         (5) on the Effective  Date,  Subsidiary  will have a CAMEL rating of at
least 2 and a  Compliance  Rating and  Community  Reinvestment  Act Rating of at
least Satisfactory;

         (6) on the Effective Date,  Subsidiary will have a loan loss reserve of
at least 1.0% of loans and which will be adequate in all material respects under
generally accepted accounting principles applicable to banks;

         (7) CBCC shall have  delivered  to Synovus  the  environmental  reports
referenced in Paragraph (U) of Article III;

         (8) the  results  of any  regulatory  exam of CBCC  and its  Subsidiary
occurring  between the date hereof and the  Effective  Date shall be  reasonably
satisfactory to Synovus; and

         (9) each of the officers and directors of CBCC and its Subsidiary shall
have  delivered  a letter to Synovus to the effect that such person is not aware
of any claims he might have  against CBCC or its  Subsidiary  other than routine
compensation  (with  the  exception  of the  Bank of  North  Georgia  Long  Term
Incentive Award),  benefits and the like as an employee, or ordinary rights as a
customer.

         (C) The obligation of CBCC to effect the Merger shall be subject to the
satisfaction prior to the Effective Date of the following additional conditions:

                  (1)(a) For purposes of this Article  V(C)(1),  the accuracy of
the  representations and warranties of Synovus set forth in this Agreement shall
be assessed as of the date of this  Agreement and as of the Effective  Date with
the same effect as though all such  representations and warranties had been made
on and as of the Effective Date (provided,  that  representations and warranties
that are confined to a specific date shall speak only as of that date).

                     (b)The representations and warranties set forth in Recital 
B regarding the number of shares of Synovus  Common Stock  outstanding  shall be
true and correct (except for inaccuracies that are de minimus in amount).  There
shall not exist inaccuracies in the  representations and warranties or instances
of non-compliance with the covenants of Synovus set forth in this Agreement such
that  the  aggregate   effect  of  such   inaccuracies   or  such  instances  of
non-compliance  has, or is  reasonably  likely in the opinion of CBCC to have, a
material adverse effect on Synovus,  and CBCC shall have received a certificate,
signed by the Chief Executive  Officer of Synovus,  dated the Effective Date, to
such effect. For purposes of this subsection (b) only, those

                                       17


representations and warranties that are qualified by references to "Material" or
"Material Adverse Effect" shall be deemed not to include such qualifications.

         (2) the listing for trading of the shares of Synovus Common Stock which
shall be issued  pursuant  to the terms of this Plan on the NYSE shall have been
approved by the NYSE subject to official notice of issuance;

         (3)  there  shall be no  discovery  of facts,  or actual or  threatened
causes of action,  investigations or proceedings by or before any court or other
governmental   body  that  relates  to  or  involves   either   Synovus  or  its
Subsidiaries:  (a)  which,  in the  reasonable  judgment  of CBCC,  would have a
Material  Adverse  Effect  upon  either  Synovus  or  the  consummation  of  the
transactions contemplated by this Agreement; (b) that challenges the validity or
legality of this Agreement or the consummation of the transactions  contemplated
by the Agreement;  or (c) that seeks to restrain or invalidate the  consummation
of  the  transactions  contemplated  by  this  Agreement  or  seeks  damages  in
connection therewith; and

         (4) CBCC shall not have learned of any fact or  condition  with respect
to the business,  properties,  assets,  liabilities,  deposit  relationships  or
earnings of Synovus which, in the reasonable judgment of CBCC, is materially and
adversely at variance with one or more of the warranties or representations  set
forth in this  Agreement or which,  in the  reasonable  judgment of CBCC, has or
will have a Material Adverse Effect on Synovus.

                                 VI. TERMINATION

         A. The Plan may be  terminated  prior  to the  Effective  Date,  either
before or after its approval by the stockholders of CBCC:

                  (1) by the mutual consent of Synovus and CBCC, if the Board of
Directors  of each so  determines  by vote of a majority  of the  members of its
entire Board;

                  (2) by Synovus or CBCC if  consummation of the Merger does not
occur by reason of the failure of any of the  conditions  precedent set forth in
Article V hereof unless the failure to meet such condition precedent is due to a
breach of the Plan by the party seeking to terminate; or

                  (3) by Synovus or CBCC if its Board of Directors so determines
by vote of a majority of the  members of its entire  Board in the event that the
Merger is not  consummated  by  November  30,  1998  unless  the  failure  to so
consummate by such time is due to the breach of the Plan by the party seeking to
terminate.

         B. In the event of the  termination of this Plan by Synovus or CBCC for
the  reasons  and as  provided  in 1, 2 or 3 above,  this Plan shall  thereafter
become void and there shall be no  liability  on the part of any party hereto or
their respective officers or directors.

                                       18


                               VII. EFFECTIVE DATE

         The  "Effective  Date"  shall be the date on which the  Merger  becomes
effective  as  specified  in the  Certificate  of  Merger  to be filed  with the
Secretary of State of Georgia approving the Merger.

                               VIII. OTHER MATTERS

         (A) The  agreements  and  covenants of the parties which by their terms
apply in whole or in part after the  Effective  Date shall survive the Effective
Date.  Except for  Paragraph (Q) of Article III, and  Paragraphs  (N) and (R) of
Article IV which shall  survive the Effective  Date,  no other  representations,
warranties,  agreements and covenants  shall survive the Effective  Date. If the
Plan shall be  terminated,  the  agreements  of the parties in Paragraph  (G) of
Article  IV and  Paragraphs  (E) and  (F) of this  Article  shall  survive  such
termination.

         (B) Prior to the Effective  Date, any provision of the Plan may be: (1)
waived by the party  benefitted  by the  provision  or by both  parties;  or (2)
amended or modified at any time (including the structure of the  transaction) by
an agreement in writing between the parties hereto approved by their  respective
Boards of Directors (to the extent allowed by law) or by their respective Boards
of Directors.

         (C) This Plan may be executed in multiple and/or  facsimile  originals,
and each copy of the Plan bearing the manually executed,  facsimile  transmitted
or photocopied  signature of each of the parties hereto shall be deemed to be an
original.

         (D) The Plan shall be governed by, and interpreted in accordance  with,
the laws of the State of Georgia.

         (E)  Each  party  hereto  will  bear  all  expenses  incurred  by it in
connection with the Plan and the transactions  contemplated  hereby,  including,
but not  limited  to,  the fees  and  expenses  of its  respective  counsel  and
accountants.

         (F)  Each of the  parties  and its  respective  agents,  attorneys  and
accountants  will maintain the  confidentiality  of all information  provided in
connection  herewith which has not been publicly  disclosed unless it is advised
by counsel that any such information is required by law to be disclosed.

         (G) All notices,  requests,  acknowledgments  and other  communications
hereunder  to a party  shall be in writing and shall be deemed to have been duly
given  when  delivered  by  hand,  telecopy,  telegram  or telex  (confirmed  in
writing),  by overnight courier or sent by registered or certified mail, postage
paid, to such party at its address set forth below or such other address as such
party may specify by notice to the other party hereto.

         If to Synovus, to Mr. Thomas J. Prescott,  Executive Vice President and
Chief  Financial  Officer of Synovus,  Suite 301,  901 Front  Avenue,  Columbus,
Georgia 31901 (fax  (706)649-2342),  with a copy to Ms.  Kathleen  Moates at the
same address.

                                       19


         If to CBCC,  to Mr.  Gordon R. Teel,  Chairman of CBCC,  P.O. Box 1407,
Alpharetta,  Georgia  30239 (fax  (770)754-9950),  with a copy to Mr.  Walter G.
Moeling, IV, Powell,  Goldstein,  Frazer & Murphy LLP, 16th Floor, 191 Peachtree
Street, N.E., Atlanta, Georgia 30303 (fax (404) 572-6999).

         (H) All terms and  provisions  of the Plan  shall be  binding  upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.  Except as expressly  provided for herein,  nothing in this Plan is
intended  to confer  upon any other  person any rights or remedies of any nature
whatsoever under or by reason of this Plan.

         (I) The Plan represents the entire  understanding of the parties hereto
with reference to the  transactions  contemplated  hereby and supersedes any and
all other oral or written agreements heretofore made.

         (J) This Plan may not be  assigned  by any  party  hereto  without  the
written consent of the other parties.

                                       20


         In Witness  Whereof,  the parties hereto have caused this instrument to
be executed in counterparts by their duly authorized  officers as of the day and
year first above written.

                  SYNOVUS FINANCIAL CORP.

                  By:/s/Thomas J. Prescott

                           Title: Executive V.P. and CFO

                  Attest:/s/Kathy Moates

                           Title: Assistant Secretary

                  COMMUNITY BANK CAPITAL CORPORATION

                  BY:/s/Gordon R. Teel

                           Title: Chairman & CEO

                  Attest:/s/Edward P. Vollertsen, III

                           Title: Executive Vice President


                                       21


                                   APPENDIX B

                        Georgia Business Corporation Code
                         Article 13. Dissenters' Rights

             Part 1. Right to Dissent and Obtain Payment for Shares

          14-2-1301  DEFINITIONS. -  As   used   in   this   article, the  term:
         (1)  "Beneficial Shareholder" means the  person  who  is  a  beneficial
owner  of  shares  held  in  a  voting  trust  or  by  a  nominee  as the record
shareholder.
         (2)  "Corporate  action" means the  transaction  or other action by the
corporation that creates dissenters' rights under Code Section 14-2-1302.
         (3) "Corporation" means the issuer of shares held by a dissenter before
the corporate  action,  or the surviving or acquiring  corporation  by merger or
share exchange of that issuer.
         (4)  "Dissenter"  means a  shareholder  who is entitled to dissent from
corporate action under Code Section  14-2-1302 and who exercises that right when
and in the manner required by Code Sections 14-2-1320 through 14-2-1327.
         (5) "Fair value," with respect to a dissenter's shares, means the value
of the shares  immediately  before the  effectuation of the corporate  action to
which the dissenter  objects,  excluding any  appreciation  or  depreciation  in
anticipation of the corporate action.
         (6) "Interest"  means interest from the effective date of the corporate
action until the date of payment, at a rate that is fair and equitable under all
the circumstances.
         (7)  "Record  shareholder"  means the person in whose  name  shares are
registered in the records of a corporation or the beneficial  owner of shares to
the  extent  of the  rights  granted  by a  nominee  certificate  on file with a
corporation.
         (8)  "Shareholder"  means  the  record  shareholder  or the  beneficial
shareholder.

          14-2-1302  RIGHT  TO  DISSENT. -  (a)  A  record  shareholder  of  the
corporation is entitled to dissent from, and obtain payment of the fair value of
his shares in the event of, any of the following corporate actions:
         (1)  Consummation  of  a  plan  of merger to which the corporation is a
party:
         (A)  If approval of the shareholders of  the  corporation  is  required
for the merger by Code Section  14-2-1103 or the articles  of  incorporation and
the shareholder is entitled to vote on the merger; or
         (B)  If the corporation is a subsidiary  that is merged with its parent
under Code Section 14-2-1104;
         (2)  Consummation of plan of share exchange to which the corporation is
a party as the corporation whose shares will be acquired,  if the shareholder is
entitled to vote on the plan;
         (3) Consummation of a sale or exchange of all or  substantially  all of
the property of the corporation if a shareholder vote is required on the sale or
exchange pursuant to Code Section  14-2-1202,  but not including a sale pursuant
to  court  order  or a  sale  for  cash  pursuant  to a  plan  by  which  all or
substantially  all of the net  proceeds of the sale will be  distributed  to the
shareholders within one year after the date of sale;

                                        1


         (4) An amendment of the articles of  incorporation  that materially and
adversely affects rights in respect of a dissenter's shares because it:
         (A) Alters  or  abolishes  a  preferential  right of the  shares;  
         (B) Creates, alters, or abolishes a right  in  respect  of  redemption,
including  a  provision  respecting  a  sinking   fund  for  the  redemption  or
repurchase, of the shares;
         (C) Alters or abolishes a preemptive right of the holder of the shares 
to acquire shares or other securities;
         (D)  Excludes  or limits the right of the shares to vote on any matter,
or to cumulate votes,  other than a limitation by dilution  through  issuance of
shares or other securities with similar voting rights;
         (E) Reduces the number of shares owned by the shareholder to a fraction
of a share if the  fractional  share so created is to be acquired for cash under
Code Section 14-2- 604; or
         (F) Cancels,  redeems,  or repurchases all or part of the shares of the
class; 
         (5) Any  corporate  action  taken pursuant to a shareholder vote to the
extent that Article 9 of this chapter, the  articles  of  incorporation, bylaws,
or   a   resolution  of   the  board  of   directors  provides  that  voting  or
nonvoting  shareholders  are  entitled  to  dissent and obtain payment for their
shares.
         (b) A shareholder entitled to dissent and obtain payment for his shares
under  this  article  may  not  challenge  the  corporate  action  creating  his
entitlement  unless  the  corporate  action  fails  to  comply  with  procedural
requirements of this chapter or the articles of  incorporation  or bylaws of the
corporation or the vote required to obtain approval of the corporate  action was
obtained  by  fraudulent  and  deceptive   means,   regardless  of  whether  the
shareholder has exercised dissenter's rights.
         (c) Notwithstanding any other provision of this article, there shall be
no right of  dissent  in favor of the  holder  of  shares of any class or series
which,  at the record  date fixed to  determine  the  shareholders  entitled  to
receive  notice of and to vote at a  meeting  at which a plan of merger or share
exchange or a sale or exchange of property or an  amendment  of the  articles of
incorporation  is to be acted on,  were either  listed on a national  securities
exchange or held of record by more than 2,000 shareholders, unless:
         (1) In the case of a plan of merger or share  exchange,  the holders of
shares  of the class or series  are  required  under the plan of merger or share
exchange to accept for their  shares  anything  except  shares of the  surviving
corporation or another publicly held corporation  which at the effective date of
the merger or share exchange are either listed on a national securities exchange
or held of record  by more than  2,000  shareholders,  except  for scrip or cash
payments in lieu of fractional shares; or
         (2) The  articles  of  incorporation  or a  resolution  of the board of
directors approving the transaction provides otherwise.

          14-2-1303   DISSENT  BY  NOMINEES  AND  BENEFICIAL OWNERS. -  A record
shareholder  may  assert  dissenters'  rights  as to fewer  than all the  shares
registered  in  his  name  only  if he  dissents  with  respect  to  all  shares
beneficially   owned  by  any  one  beneficial   shareholder  and  notifies  the
corporation in writing of the name and address of each person on whose behalf he
asserts dissenters' rights. The rights of a partial dissenter under this

                                        2


Code  section are  determined  as if the shares as to which he dissents  and his
other shares were registerd in the names of different shareholders.

              Part 2. Procedure for Exercise of Dissenters' Rights

          14-2-1320  NOTICE  OF  DISSENTERS' RIGHTS. -(a) If  proposed corporate
action creating  dissenters' rights under Code Section 14-2-1302 is submitted to
a  vote  at  a  shareholders'  meeting,  the  meeting  notice  must  state  that
shareholders  are or may be entitled  to assert  dissenters'  rights  under this
article and be accompanied by a copy of this article.
         (b) If corporate action creating  dissenters' rights under Code Section
14-2-1302 is taken without a vote of shareholders,  the corporation shall notify
in writing  all  shareholders  entitled  to assert  dissenters'  rights that the
action was taken and send them the dissenters'  notice described in Code Section
14-2-1322 no later than ten days after the corporate action was taken.

         14-2-1321  NOTICE  OF  INTENT  TO  DEMAND  PAYMENT.  - (a) If  proposed
corporate  action creating  dissenters'  rights under Code Section  14-2-1302 is
submitted to a vote at a shareholders'  meeting, a record shareholder who wishes
to assert dissenters' rights:
         (1) Must deliver to the  corporation  before the vote is taken  written
notice of his intent to demand payment for his shares if the proposed  action is
effectuated; and
         (2) Must not vote his  shares in favor of the  proposed  action.  
         (b) A record  shareholder  who  does  not  satisfy  the requirements of
subsection  (a) of  this  Code section is not entitled to payment for his shares
under this article.

         14-2-1322  DISSENTERS'  NOTICE.  - (a)  If  proposed  corporate  action
creating  dissenters'  rights under Code Section  14-2-1302 is  authorized  at a
shareholders'  meeting,  the  corporation  shall  deliver a written  dissenters'
notice to all  shareholders  who  satisfied  the  requirements  of Code  Section
14-2-1321.
         (b) The  dissenters'  notice  must be sent no later than ten days after
the corporate action was taken and must:
         (1) State  where  the  payment  demand  must be sent and where and when
certificates for certificated shares must be deposited;
         (2) Inform holders of uncertificated  shares to what extent transfer of
the shares will be restricted after the payment demand is received;
         (3) Set a date by  which  the  corporation  must  receive  the  payment
demand, which date may not be fewer than 30 nor more than 60 days after the date
the notice required in subsection (a) of this Code section is delivered; and
         (4) Be accompanied by a copy of this article.

         14-2-1323 DUTY TO DEMAND  PAYMENT.  - (a) A record  shareholder  sent a
dissenters'  notice described in Code Section  14-2-1322 must demand payment and
deposit his certificates in accordance with the terms of the notice.

                                        3


         (b) A record  shareholder  who demands  payment and deposits his shares
under  subsection  (a) of this  Code  section  retains  all  other  rights  of a
shareholder  until  these  rights are  canceled or modified by the taking of the
proposed corporate action.
         (c) A record  shareholder  who does not demand  payment or deposit  his
share  certificates  where  required,  each by the date  set in the  dissenters'
notice, is not entitled to payment for his shares under this article.

         14-2-1324  SHARE  RESTRICTIONS.  - (a) The corporation may restrict the
transfer of uncertificated  shares from the date the demand for their payment is
received  until  the  proposed  corporate  action  is taken or the  restrictions
released under Code Section 14-2-1326.
         (b)  The  person  for  whom  dissenters'  rights  are  asserted  as  to
uncertificated  shares  retains all other  rights of a  shareholder  until these
rights are canceled or modified by the taking of the proposed corporate action.

         14-2-1325  OFFER OF PAYMENT.  - (a) Except as provided in Code  Section
14-  2-1327,  within  ten days of the later of the date the  proposed  corporate
action is taken or receipt of a payment demand,  the corporation shall by notice
to each dissenter who complied with Code Section  14-2-1323 offer to pay to such
dissenter  the amount the  corporation  estimates to be the fair value of his or
her shares, plus accrued interest.
         (b) The offer of payment must be accompanied by:
         (1) The  corporation's  balance  sheet as of the end of a  fiscal  year
ending not more than 16 months before the date of payment,  an income  statement
for that year, a statement of changes in shareholders' equity for that year, and
the latest available interim financial statements, if any;
         (2) A statement of the corporation's  estimate of the fair value of the
shares;  
         (3) An explanation of how the interest was  calculated;  
         (4) A statement of the dissenter's right to demand payment under Code 
Section 14-2-1327; and
         (5) A copy of this article.
         (c) If the  shareholder  accepts  the  corporation's  offer by  written
notice to the  corporation  within 30 days after the  corporation's  offer or is
deemed to have  accepted  such offer by failure to respond  within said 30 days,
payment  for his or her shares  shall be made within 60 days after the making of
the offer or the taking of the proposed corporate action, whichever is later.

         14-2-1326  FAILURE TO TAKE ACTION.  - (a) If the  corporation  does not
take the proposed action within 60 days after the date set for demanding payment
and depositing share  certificates,  the corporation  shall return the deposited
certificates  and release the transfer  restrictions  imposed on  uncertificated
shares.
         (b) If, after returning  deposited  certificates and releasing transfer
restrictions,  the  corporation  takes the proposed  action,  it must send a new
dissenters'  notice under Code Section  14-2-1322 and repeat the payment  demand
procedure.

                                        4


         14-2-1327 PROCEDURE IF SHAREHOLDER  DISSATISFIED WITH PAYMENT OR OFFER.
- - (a) A dissenter may notify the  corporation  in writing of his own estimate of
the fair value of his shares and amount of interest  due, and demand  payment of
his estimate of the fair value of his shares and interest due, if:
         (1) The dissenter  believes that the amount  offered under Code Section
14-2-1325  is less than the fair value of his shares or that the interest due is
incorrectly calculated; or
         (2) The corporation,  having failed to take the proposed  action,  does
not return the  deposited  certificates  or release  the  transfer  restrictions
imposed on uncertificated shares within 60 days after the date set for demanding
payment.
         (b) A dissenter  waives his or her right to demand  payment  under this
Code section and is deemed to have accepted the corporation's offer unless he or
she notifies the  corporation  of his or her demand in writing under  subsection
(a) of this Code section within 30 days after the  corporation  offered  payment
for his or her shares, as provided in Code Section 14-2-1325.
         (c) If the corporation does not offer payment within the time set forth
in subsection (a) of Code Section 14-2-1325:
         (1)  The  shareholder   may  demand  the  information   required  under
subsection (b) of Code Section 14-2-1325,  and the corporation shall provide the
information to the shareholder within ten days after receipt of a written demand
for the information; and
         (2) The shareholder may at any time,  subject to the limitations period
of Code Section  14-2-1332,  notify the  corporation  of his own estimate of the
fair value of his shares and the amount of  interest  due and demand  payment of
his estimate of the fair value of his shares and interest due.

                      Part 3. Judicial Appraisal of Shares

         14-2-1330  COURT  ACTION.  - (a) If a demand  for  payment  under  Code
Section 14-2-1327 remains unsettled, the corporation shall commence a proceeding
within 60 days after  receiving  the payment  demand and  petition  the court to
determine the fair value of the shares and accrued interest.  If the corporation
does not commence  the  proceeding  within the 60 day period,  it shall pay each
dissenter whose demand remains unsettled the amount demanded.
         (b) The  corporation  shall commence the  proceeding,  which shall be a
nonjury  equitable  valuation  proceeding,  in the superior  court of the county
where a corporation's registered office is located. If the surviving corporation
is a foreign  corporation  without a registered  office in this state,  it shall
commence the proceeding in the county in this state where the registered  office
of the domestic  corporation  merged with or whose  shares were  acquired by the
foreign corporation was located.
         (c) The corporation shall make all dissenters, whether or not residents
of this state,  whose demands remain unsettled parties to the proceeding,  which
shall  have the  effect of an action  quasi in rem  against  their  shares.  The
corporation  shall  serve a copy of the  petition  in the  proceeding  upon each
dissenting shareholder who is a resident of this state in the manner provided by
law for the service of a summons and complaint, and upon each

                                        5


nonresident  dissenting shareholder either by registered or certified mail or by
publication, or in any other manner permitted by law.
         (d) The  jurisdiction of the court in which the proceeding is commenced
under  subsection (b) of this Code section is plenary and  exclusive.  The court
may appoint one or more persons as appraisers to receive  evidence and recommend
decision on the question of fair value. The appraisers have the powers described
in the order  appointing  them or in any  amendment  to it.  Except as otherwise
provided in this  chapter,  Chapter 11 of Title 9, known as the  "Georgia  Civil
Practice  Act," applies to any  proceeding  with respect to  dissenters'  rights
under this chapter.
         (e)  Each  dissenter  made a party to the  proceeding  is  entitled  to
judgment  for the  amount  which  the  court  finds to be the fair  value of his
shares, plus interest to the date of judgment.

         14-2-1331 COURT COSTS AND COUNSEL FEES. - (a) The court in an appraisal
proceeding  commenced under Code Section  14-2-1330 shall determine all costs of
the proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court,  but not  including  fees and expenses of attorneys  and
experts for the respective parties. The court shall assess the costs against the
corporation,  except that the court may assess the costs  against all or some of
the dissenters,  in amounts the court finds  equitable,  to the extent the court
finds the dissenters  acted  arbitrarily,  vexatiously,  or not in good faith in
demanding payment under Code Section 14-2-1327.
         (b) The court may also assess the fees and  expenses of  attorneys  and
experts for the respective parties, in amounts the court finds equitable:
         (1) Against the  corporation  and in favor of any or all  dissenters if
the  court  finds  the  corporation  did  not  substantially   comply  with  the
requirements of Code Sections 14-2- 1320 through 14-2-1327; or
         (2) Against  either the  corporation  or a  dissenter,  in favor of any
other  party,  if the  court  finds  that the  party  against  whom the fees and
expenses are assessed acted arbitrarily,  vexatiously, or not in good faith with
respect to the rights provided by this article.
         (c) If the court finds that the services of attorneys for any dissenter
were of substantial benefit to other dissenters similarly situated, and that the
fees for those  services  should not be assessed  against the  corporation,  the
court may award to these attorneys reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited.

         14-2-1332  LIMITATION  OF  ACTIONS.  - No  action by any  dissenter  to
enforce  dissenters'  rights  shall be brought  more than three  years after the
corporate action was taken, regardless of whether notice of the corporate action
and of the right to dissent was given by the  corporation in compliance with the
provisions of Code Section 14-2-1320 and Code Section 14-2-1322.



                                        6

                                   APPENDIX C

                      BROWN, BURKE CAPITAL PARTNERS, INC.
                                ATLANTA, GEORGIA


                                                                   July 10, 1998

Board of Directors
Community Bank Capital Corporation
8025 Westside Parkway
Alpharetta, GA  30004

Dear Members of the Board:

You have asked us to advise you with respect to the fairness to the shareholders
of Community Bank Capital  Corporation (the Company),  from a financial point of
view, of the per share  purchase  price and terms (the Per Share  Purchase Price
and  Terms)  provided  for in the  Agreement  and  Plan of  Merger  (the  Merger
Agreement)  dated June 5, 1998 between the Company and Synovus  Financial  Corp.
(Synovus).  The  Merger  Agreement  provides  for a merger  (the  Merger) of the
Company and Synovus  pursuant  to which the common  shareholders  of the Company
will  receive  5.43489 common  shares of Synovus for every  common  share of the
Company and  optionholders shall  receive the right to 5.43489 shares of Synovus
common  stock for each option to purchase a share of the  Company.  The exercise
price per share for each of the options to acquire  common  stock of the Company
shall be adjusted by dividing the original exercise price by 5.43489.

In arriving at our opinion, we have reviewed certain publicly available business
and  financial  information  relating to Synovus and the  Company.  We have also
reviewed certain other information,  including  financial forecasts and budgets,
provided to us by Synovus and the Company, and have discussed with the Company's
management the business and prospects of the Company.

We have also considered  certain  financial and stock market data of Synovus and
the Company and we have compared that data with similar data for other  publicly
held bank  holding  companies  and we have  considered  the  financial  terms of
certain other comparable transactions which have recently been effected. We also
considered   such   other   information,   financial   studies,   analyses   and
investigations  and  financial,  economic  and market  criteria  which we deemed
relevant. In connection with our review, we have not independently  verified any
of the foregoing  information and have relied on its being complete and accurate
in all material respects.  With respect to the financial  forecasts and budgets,
we have assumed that they have been reasonably  prepared on bases reflecting the
best currently



                         ONE BUCKHEAD PLAZA, SUITE 1585
               3060 PEACHTREE ROAD, N.W., ATLANTA, GEORGIA 30305
                    TEL. (404) 364-2092 / FAX (404) 364-2058


Board of Directors
Community Bank Capital Corporation

July 10, 1998
Page Two

available  estimates and judgments of Synovus' and the Company's  managements as
to the future financial  performance of Synovus and the Company. In addition, we
have not made an independent evaluation or appraisal of the assets of Synovus or
the Company and we have assumed that the  aggregate  allowances  for loan losses
for Synovus and the Company are adequate to cover such losses. We have solicited
third party indications of interest in acquiring the Company and have considered
the results of that solicitation in arriving at our opinion.

It should be noted  that this  opinion is based on market  conditions  and other
circumstances  existing on the date hereof and this opinion  does not  represent
our view as to what the value of the Synovus  common stock  necessarily  will be
when the Synovus common stock is issued to the  stockholders of the Company upon
consummation of the Merger.

We have acted as financial  advisor to the Company in connection with the Merger
and will  receive a fee for our  services,  a  significant  portion  of which is
contingent upon the consummation of the Merger.

We   agree   to  the   inclusion   of  this   opinion   letter   in  the   Proxy
Statement/Prospectus  relating to the Merger.  The opinion may not, however,  be
summarized,  excerpted from or otherwise  publicly referred to without our prior
written consent.

Based upon and subject to the  foregoing,  it is our opinion that as of the date
hereof,  the Per Share  Purchase  Price and Terms of the  Merger are fair to the
common  shareholders and  optionholders of the Company from a financial point of
view.

Very truly yours,

BROWN, BURKE CAPITAL PARTNERS, INC.





                                   APPENDIX D
July 7, 1998

PRIVATE & CONFIDENTIAL

Board of Directors                      Board of Directors
Synovus Financial Corp.                 Community Bank Capital Corporation
P.O. Box 120                            8025 Westside Parkway
Columbus, GA  31902                     Alpharetta, GA  30004

Board Members:

You have  requested  the  opinion of KPMG Peat  Marwick LLP  ("KPMG")  regarding
certain Federal income tax consequences relating to the merger of Community Bank
Capital Corporation ("CBCC") with and into Synovus Financial Corp.  ("Synovus").
Specifically,  you have requested us to opine that the form and substance of the
merger of CBCC with and into Synovus constitutes a tax-free reorganization under
Sections  368(a)(1)(A)  of the Internal  Revenue  Code of 1986,  as amended (the
"Code")  (hereinafter  all section  references are to the Code unless  otherwise
indicated)  and that  under the Code no gain or loss will be  recognized  by the
shareholders  of CBCC upon  receipt of the Synovus  common stock in exchange for
their CBCC common stock upon consummation of the merger.

Our opinion as to the  tax-free  reorganization  treatment of the merger of CBCC
with and into Synovus does not include: (1) cash payments that are to be made to
CBCC  common  shareholders  in lieu of their  receipt  of  fractional  shares of
Synovus  common stock and (2) cash payments  that are made to CBCC  shareholders
who exercise their statutory  dissenters'  rights against the merger and receive
cash.  All  affected  CBCC  common  shareholders  should  consult  their own tax
advisers on these matters.

                                      Facts

Synovus is a bank  holding  company  organized  and  existing  under the laws of
Georgia and having its  principal  office in Muscogee  County,  Georgia.  It has
authorized  600,000,000  shares  of  $1.00  par  value  common  stock  of  which
263,080,194  were  outstanding  at June 30 1998.  Synovus common stock is widely
held, is publicly traded and is listed on the New York Stock Exchange.

Synovus  common stock  carries ten votes per share unless the shares do not meet
certain  ownership tests, in which case each share is entitled to only one vote.
In accordance with the amendment to Synovus' Articles of Incorporation which was
adopted by the shareholders of Synovus and became effective on April 24, 1986, a
holder of Synovus  common  stock will be  entitled  to ten votes on each  matter
submitted  to a vote of  shareholders  for each  share of Synovus  common  stock
beneficially owned on the record date for any meeting of shareholders which: (1)
has had the same  beneficial  owner since April 24,  1986;  (2) was  acquired by
reason of participation in a dividend  reinvestment  plan offered by Synovus and
is held by the same  beneficial  owner for whom it was acquired under such plan;
(3) is held by the same beneficial owner to whom it was issued as a result of an
acquisition of a company or business by Synovus where the resolutions adopted by
Synovus' Board of Directors approving such issuance  specifically  reference and
grant such rights; (4) was acquired under any employee,  officer and/or director
benefit plan maintained for one or more employees,  officers and/or directors of
Synovus and/or its  subsidiaries,  and is held by the same beneficial  owner for
whom it was  acquired  under any such plan;  (5) is held by the same  beneficial
owner to whom it was issued by Synovus, or to whom it was transferred by Synovus
from treasury shares, and the 

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 2


resolutions adopted by Synovus' Board of Directors
approving such issuance  and/or transfer  specifically  reference and grant such
rights;  (6) was acquired as a direct result of a stock split, stock dividend or
other type of share distribution if the share as to which it was distributed has
been held by the same  beneficial  owner for a period of 48  consecutive  months
prior to the record  date of any meeting of  shareholders  at which the share is
eligible to be voted; (7) has been beneficially  owned  continuously by the same
shareholder  for a period of 48  consecutive  months prior to the record date of
any meeting of  shareholders  at which the share is eligible to be voted; or (8)
is owned by a holder who, in  addition  to shares  that are  beneficially  owned
under the  provisions of (1)-(7)  above,  is the  beneficial  owner of less than
1,139,063  shares of Synovus  common stock (which amount has been  appropriately
adjusted to reflect the stock splits which have occurred subsequent to April 24,
1986, and with such amount to be appropriately  adjusted to properly reflect any
other  change  in  Synovus  common  stock  by means  of a stock  split,  a stock
dividend, a recapitalization or otherwise occurring after April 24, 1986). There
are no other classes of stock authorized.  Ten-vote shares will be issued to the
CBCC shareholders in the proposed transaction.

Effective  April 20, 1989, the Board of Directors of Synovus adopted a plan that
provides the common  shareholders  of Synovus with Common Stock Purchase  Rights
("poison  pill  rights"),  i.e.  rights to  acquire  the stock of Synovus or its
successor.

Under the terms of the plan,  holders of Synovus  common stock received a poison
pill right for each share of Synovus common stock held by them. A  shareholder's
ability to exercise his rights is  contingent  upon the  occurrence  of either a
tender  offer for 15% or more,  or the  actual  acquisition  of 10% or more,  of
Synovus common stock by a corporation  or individual  (the  "acquiring  person")
without the approval of the Synovus' Board of Directors.

In  general,  the  rights  become  exercisable  on the  earlier  of (1) ten days
following a public  announcement  that,  without  prior  approval of Synovus,  a
person or group of  affiliated  persons has  acquired,  or obtained the right to
acquire,  beneficial ownership of 10% or more of the outstanding common stock of
Synovus,  or (2) ten days  following  the  commencement  or  announcement  of an
intention to make a tender offer or exchange  offer,  without the prior  written
consent of Synovus,  for 15% or more of the outstanding shares of Synovus common
stock.  Until  the  rights  become  exercisable,   they  cannot  be  transferred
separately from the underlying common stock on which they were distributed,  nor
are the rights  represented by any certificate  other than the underlying  stock
certificate itself. Additional,  Synovus may redeem the poison pill rights for 1
cent per right  until the date that  specified  events  occur.  The poison  pill
rights expire on May 4, 1999.

Once they  become  exercisable,  the poison  pill  rights  entitle the holder to
purchase from Synovus one share of common stock. No fractional  shares of common
stock will be issued upon exercise of the poison pill right. In lieu thereof,  a
payment in cash will be made to the holder of such  poison  pill right  equal to
the same fraction of the current market value of a share of common stock.

If,  after the rights  become  exercisable,  a "flip-in"  or  "flip-over"  event
occurs, all holders of such rights, except the acquiring person, are entitled to
purchase, at a 50 percent discount, the stock of either Synovus or the acquiring
corporation  (whichever  is  applicable).  A  "flip-in"  event is either (1) the
acquisition by the acquiring  person of 15% or more of the outstanding  stock of
Synovus,  or (2) the  conduct of certain  self-dealing  transactions  between an
acquiring  person  or  any  of its  affiliates  or  associates  and  Synovus.  A
"flip-over" event is either (1) a merger or other business  combination in which
Synovus is not the surviving corporation, or (2) a sale or transfer of more than
30% of the assets or earning power of Synovus and its  subsidiaries  (taken as a
whole) in one or a series of transactions.

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 3

CBCC is a one-bank  holding  company  organized  and existing  under the laws of
Georgia  and  having  its  principal  office in  Alpharetta,  Georgia.  CBCC has
authorized 5,000,000 shares of $1.00 par value common stock and 5,000,000 shares
of $1.00 par value serial preferred  stock. As of June 30, 1998,  688,500 shares
of CBCC common stock were issued and outstanding and no shares of CBCC preferred
stock were issued and outstanding. CBCC shares are not listed on an exchange and
are not publicly traded.  There are no outstanding  warrants,  options,  rights,
calls,  or other  commitments  of any nature to which any person  could  acquire
stock in CBCC that, if exercised or converted, would affect Synovus' acquisition
or retention of control of CBCC.  There are no  outstanding  securities  or debt
obligations of CBCC convertible into shares of CBCC common stock.

Bank of North Georgia,  a wholly-owned  subsidiary of CBCC, is a Georgia banking
corporation  with its principal  office in Alpharetta,  Georgia.  As of the date
hereof, Bank of North Georgia had outstanding capital stock of $595,125, divided
into 595,125 shares of common stock with a par value of $1 each.

                              PROPOSED TRANSACTION

For what has been  represented to be valid business  purposes,  Synovus and CBCC
want to combine their businesses.  In order to reach that result,  the following
transaction is proposed:

1.   Pursuant  to  the   Agreement  and  Plan  of  Merger  dated  June  5,  1998
     (collectively referred to as the "Merger Agreement"),  by and among Synovus
     and CBCC,  CBCC will merge with and into Synovus in accordance with Georgia
     state law.  Synovus  will  survive  the merger and the  separate  corporate
     existence of CBCC will cease.

2.   Immediately  after the Merger and  pursuant to the Merger  Agreement  dated
     June 5, 1998,  the separate  corporate  existence of Bank of North  Georgia
     will  continue.  After the merger,  Bank of North  Georgia  will retain its
     name.

3.   As a result of the Merger and on its effective date, CBCC shareholders will
     be entitled to receive from Synovus not less than 5.43489 shares of Synovus
     common  stock for each of their shares of CBCC common stock (the "Per Share
     Exchange  Ratio").  The maximum number of shares of Synovus common stock to
     be issued in the merger is 4,002,253 shares.

4.   No fractional  shares of Synovus common stock will be issued in the Merger.
     Instead,  CBCC shareholders who would otherwise be entitled to a fractional
     share of  Synovus  common  stock  will be paid in cash  for the  fractional
     shares to be  determined  based upon the closing price per share of Synovus
     common stock on the NYSE on the fifth  business day  immediately  preceding
     the effective date of the Merger.

5.   Each CBCC shareholder has the right, pursuant to the state laws of Georgia,
     to dissent from the Merger. Each dissenting shareholder will be entitled to
     receive from Synovus (as the  successor to CBCC),  the fair value of his or
     her shares in cash as established by Georgia law.

6.   Following  the  effective  date of the Merger,  Synovus  will enter into an
     Employment  Agreement  with Mr.  Gordon R. Teel,  Chairman of the Board and
     Chief  Executive  Officer of CBCC and Mr.  Donald D. Howard,  President and
     Chief  Executive  Officer of Bank of North  Georgia for two and three years
     respectively.  The  contracts  will provide for Messrs.  Teel and Howard to
     continue to receive  substantially  the same base salary and benefits which
     Messrs.  Teel and Howard presently receive,  and certain severance benefits
     and participation by Messrs.  Teel and Howard in various Synovus incentive,
     welfare and benefit plans.

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 4

     Mr. Teel will be a director and executive officer, and Mr. Howard will be a
     director and executive officer of Bank of North Georgia and will enter into
     a covenant  not to  compete.  The  covenant  not to compete  will  prohibit
     Messrs.   Teel  and  Howard  from  competing  with  Synovus  under  certain
     circumstances.

     In  consideration  of Messrs.  Teel and Howard entering into the Employment
     Agreement,  both will be granted  fair  market  value  options to  purchase
     15,000 shares of Synovus common stock.  No shares or  compensation  will be
     paid to these individuals as consideration for the covenant.

The  following  assumptions  of fact have  been  made in regard to the  proposed
merger (and they form an integral part of the opinions contained herein) each of
which you have examined and agree with:

     a)   The fair market value of the Synovus  voting  common stock and cash to
          be received by each of the CBCC shareholders as a result of the merger
          will be  approximately  equal,  in each  instance,  to the fair market
          value of the CBCC common stock exchanged therefor.


     b)   There  is no plan or  intention  by the CBCC  shareholders  to sell or
          otherwise  dispose of any Synovus voting common stock received by them
          in the  transaction  which would  reduce  their  ownership  of Synovus
          voting common stock to a number of shares having, in the aggregate,  a
          fair market  value as of the date of the  transaction  of less than 50
          percent of the fair market value of the formerly  outstanding stock of
          CBCC  as  the  date  of  the   transaction.   For   purposes  of  this
          representation,  shares of CBCC common stock  exchanged  for cash as a
          result of dissenters'  rights or in lieu of fractional  shares will be
          treated as  outstanding  stock of CBCC on the date of the  transaction
          which was disposed of for cash.  None of (i) Synovus,  (ii) any member
          of Synovus's  affiliated  group as defined in Section 1504 of the Code
          without regard to Section 1504(b) of the Code (iii) any corporation in
          which at least fifty percent (50%) of the total combined  voting power
          of all classes of stock  entitled  to vote or at least  fifty  percent
          (50%)  of the  value of all  classes  of  stock  outstanding  is owned
          directly or indirectly by Synovus,  or (iv) any entity that is treated
          as a partnership for federal income tax purposes and has as an owner a
          corporation  described in (i), (ii) or (iii) of this paragraph has the
          intent to, at the time of the merger,  or shall, in a transaction that
          may be  considered in  connection  with the merger,  acquire or redeem
          (directly or indirectly)  any shares of Synovus common stock issued in
          connection  with the  merger  except for  repurchases  by Synovus of a
          small  percentage  of its  stock  in the  open  market  as part of any
          ongoing stock repurchase program not created or modified in any way in
          connection with the merger.  For purposes hereof, any entity described
          in (ii),  (iii),  or (iv) shall be  referred  to as a Synovus  Related
          Party.  An entity  will be treated as a Synovus  Related  Party if the
          requisite  relationship exists immediately before or immediately after
          the acquisition or redemption. In addition, an entity (other than CBCC
          or any CBCC Related Party) will be treated as a Synovus  Related Party
          if the  requisite  relationship  is  created  in  connection  with the
          merger.  A CBCC Related Party means any  corporation in which at least
          fifty percent (50%) of the total combined  voting power of all classes
          of stock entitled to vote or at least fifty percent (50%) of the value
          of all classes of stock outstanding is owned directly or indirectly by
          CBCC.

     c)   Other than cash paid to former  shareholders  of CBCC who dissent from
          the merger and perfect their rights of appraisal, neither CBCC nor any
          CBCC  Related  Party has  redeemed or acquired  any CBCC common  stock
          prior to and in connection with the merger.

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 5

     d)   Synovus has no plan or intention to liquidate,  to merge with and into
          another corporation,  to sell or otherwise dispose of its stock, or to
          cause to sell or otherwise  dispose of any assets of CBCC  acquired in
          the transaction,  except for dispositions  made in the ordinary course
          of business or transfers described in Section 368(a)(2)(C).

     e)   The  liabilities  of CBCC  assumed by Synovus and the  liabilities  to
          which the transferred assets of CBCC are subject were incurred by CBCC
          in the ordinary course of its business.

     f)   The  liabilities of Bank of North Georgia and the liabilities to which
          the  transferred  assets of Bank of North  Georgia  are  subject  were
          incurred  by  Bank of  North  Georgia  in the  ordinary  cause  of its
          business.

     g)   Following the transaction, Synovus will continue the historic business
          of CBCC or use a significant  portion of CBCC's  historic  assets in a
          business.

     h)   Synovus and CBCC, and the shareholders of CBCC will each pay their own
          fees, expenses, and disbursements in connection with the merger.

     i)   There is no  intercorporate  debt existing between  Synovus,  CBCC and
          Bank of North  Georgia that was issued,  acquired,  settled or will be
          settled at a discount.

     j)   No two parties to the merger  (i.e.  Synovus and CBCC) are  investment
          companies  within  the  meaning  of such term as used in  Section  368
          (a)(2)(F)(iii) and (iv).

     k)   Neither CBCC nor Bank of North Georgia is under the  jurisdiction of a
          court  in  a  Title  11  or  similar   case   within  the  meaning  of
          368(a)(3)(A).

     l)   On the  effective  date of the Merger,  the fair  market  value of the
          assets of CBCC  transferred  to  Synovus  will  exceed  the sum of the
          liabilities assumed by Synovus plus the amount of liabilities to which
          the transferred assets are subject.

     m)   None of the Synovus common stock being issued to the CBCC shareholders
          will  represent   compensation  for  past  or  future  services.   The
          compensation to be paid to CBCC directors, officers, and employees who
          are stockholders of CBCC and who will be employed following the Merger
          will not be part of the consideration paid for their CBCC common stock
          but  will be  commensurate,  in each  instance,  with  past or  future
          services.

     n)   All distributions  made by CBCC and Bank of North Georgia prior to the
          merger will be "regular, normal" distributions.  o) The maximum amount
          of cash to be paid in lieu of  fractional  shares  of  Synovus  voting
          common stock will, in the  aggregate,  be less than one percent of the
          total  consideration paid to the CBCC shareholders in the transaction.
          The  payment of cash in lieu of  fractional  shares of Synovus  common
          stock  is  solely  for  the  purpose  of  avoiding   the  expense  and
          inconvenience  of issuing  fractional  shares  and does not  represent
          separately bargained-for consideration.

     p)   No event has occurred which made the poison pill rights exercisable.

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 6

     q)   At the time of merger,  each  option to  purchase  or other right with
          respect  to shares of CBCC  common  stock  pursuant  to stock  options
          granted by CBCC, which are outstanding at the time of merger,  whether
          or not  exercisable,  shall be converted  into and become  rights with
          respect to Synovus  common  stock,  and Synovus shall assume each CBCC
          option,  in accordance  with the terms of the CBCC stock plan by which
          it is evidenced in substantially the same terms and conditions.

The  opinions  expressed  in this letter are  rendered  only with respect to the
specific matters  discussed herein and we express no opinion with respect to any
other legal, federal, or state income tax aspect of this transaction. Therefore,
no inference should be drawn on any matter not expressly opined on.

The  opinions  contained  herein  are  based on the  facts,  circumstances,  and
assumptions  stated above. If any of the  above-stated  facts,  circumstances or
assumptions are not entirely  complete or accurate,  it is imperative that we be
informed immediately,  as the incompleteness or inaccuracy could have a material
effect on our  conclusions  and we have not  independently  verified each of the
above facts or assumptions.

In rendering  our opinion,  we are relying upon the relevant  provisions  of the
Internal  Revenue Code of 1986,  as amended;  the  regulations  thereunder;  and
judicial and administrative interpretations thereof, all of which are subject to
change or modification by subsequent legislative, regulatory,  administrative or
judicial  decisions.  Such change could be  retroactive  in effect and therefore
could have an effect on our  conclusions.  We  undertake  no  responsibility  to
update our opinions in the event of any such change.

                                   DISCUSSION

Merger

Classification as a reorganization

Section  368(a)(1)(A)  provides  that  the  term  "reorganization"   includes  a
statutory merger. The term statutory merger refers to a merger effected pursuant
to the  corporate  laws of the  United  States,  a state  or  territory,  or the
District of Columbia, Treasury Regulation Section 1.368-2(b).

Requisite to all reorganizations  under Section 368(a)(1) are (1) valid business
purpose;  (2) a  continuity  of  the  business  enterprise  under  the  modified
corporate  form; and (3) a continuity of interest in the  corporation  surviving
the merger on the part of those  persons  who  directly or  indirectly  were the
owners of the merged corporation prior to the reorganization, Regulation Section
1.368-1(b).  The term "reorganization" does not embrace the mere purchase by one
corporation of the properties of another,  Regulation Section 1.368-2(a).  These
regulations  reflect  well-developed  judicial  interpretation  of the statutory
definition  of a  reorganization,  the  purpose of which is to exclude  from the
scope  of the  reorganization  provisions  those  transactions  that are in fact
sales.

Continuity  of business  enterprise  requires  that the  transferee  corporation
either  continue  the  transferor  corporation's  historic  business  or  use  a
significant  portion of the transferor  corporation's  historic business assets,
Regulation Section 1.368-1(d)(2).

This will be satisfied in this transaction as per assumption "g" above.

The  regulations  under Section 368(a) do not establish the amount of qualifying
consideration  necessary  to satisfy  the  continuity  of  shareholder  interest
requirement.  However,  the Service has  promulgated  a definite  test as to the
requirement  for purposes of obtaining a private  letter  ruling.  Under Revenue
Procedure  77-37,  1977-2 C.B. 568, the  continuity of interest  requirement  of
Regulation section 1.368-1(b) is satisfied if:

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 7

[T]here is  continuing  interest  through  stock  ownership in the  acquiring or
transferee  corporation....  on the  part  of  the  former  shareholders  of the
acquired or transferor  corporation which is equal in value, as of the effective
date of the  reorganization,  to at least  50  percent  of the  value of all the
formerly  outstanding stock of the acquired or transferor  corporation as of the
same  date.  It is not  necessary  that  each  shareholder  of the  acquired  or
transferor  corporation  receive  in the  exchange,  stock of the  acquiring  of
transferor corporation...  which is equal in value to at least 50 percent of the
value of his former stock interest in the acquired or transferor corporation, so
long  as  one or  more  of  the  shareholders  of  the  acquired  or  transferor
corporation have a continuing  interest through stock ownership in the acquiring
or transferee  corporation...  which is, in the aggregate,  equal in value to at
least 50 percent of the value of all of the  formerly  outstanding  stock of the
acquired or transferor corporation.

The 50 percent definitive test of this revenue procedure does not as a matter of
law  establish  the amount of  qualifying  consideration  necessary  to meet the
continuity of interest  requirement of Regulation Section  1.368-1(b).  In other
words,   the  continuation  of  a  capital  stock  ownership  in  the  acquiring
corporation  equal to less  that 50  percent  of the  value of the  stock of the
acquired  corporation  does not itself mark a  discontinuity  of  interest.  The
Supreme  Court in John A. Nelson Co. v.  Helvering,  296 U.S.  374 (1935),  36-1
U.S.T.C.  para  9019,  held that  there was a  reorganization  even  though  the
shareholders of the acquired  corporation received less than half of their total
consideration  in the form of stock of the  acquiring  corporation  and received
nonvoting  preferred stock. It is only necessary that the shareholders  continue
to  have a  definite  and  substantial  equity  interest  in the  assets  of the
acquiring  corporation,  Revenue Ruling 61-156, 1961-2 C.B. 62. This requirement
should be met in this transaction as per assumption "b" above.

In  addition  to the  foregoing,  it has been  represented  as a fact  that this
transaction is being undertaken for a bona fide corporate business reason,  thus
satisfying the first requirement stated above.

The merger of CBCC with and into Synovus will constitute a reorganization within
the meaning of Section  368(a)(1)(A)  provided  that (1) the merger of CBCC with
and into Synovus  qualified as a statutory  merger under the applicable  federal
and state laws and is undertaken for a valid  business  purpose as stated in the
above facts; (2) after the transaction  Synovus  continues the historic business
of CBCC; and (3) CBCC  shareholders  exchange for Synovus voting common stock an
amount of the CBCC stock meeting the  continuity of  shareholder  interest test.
Synovus and CBCC will each be "a party to a  reorganization"  within the meaning
of Section 368(b).  As discussed  above,  each of the foregoing will be complied
with in this transaction.

Federal income tax consequences to exchanging shareholders

Section 354(a)(1) provides that no gain or loss will be recognized if stock of a
corporation  which is a party to a  reorganization  is,  pursuant to the plan or
reorganization,  exchanged  solely for stock of such  corporation  or of another
corporation  which  is a  party  to the  reorganization.  Section  356(a)(1)  in
relevant  part  provides  that if money  or other  property  is  received  in an
exchange to which section 354 would otherwise  apply,  then gain, if any, to the
recipient  will be  recognized  to the  extent  of the sum of the money and fair
market  value of the  property  received.  If the exchange has the effect of the
distribution  of a dividend,  then the amount of gain  recognized that is not in
excess of each  distributee  shareholder's  ratable  share of the  undistributed
earnings and profits of the acquired  corporation will be treated as a dividend,
Section 356(a)(2).  No loss will be recognized on the exchange,  Section 356(c).
Section 358 provides that,  generally,  shareholders are entitled to a carryover
basis  for stock  received  in a  reorganization  transaction  qualifying  under
Section 354 or 356.

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 8

The CBCC common shareholders who receive solely Synovus common stock in exchange
for their CBCC  common  stock will not  recognize  any gain or loss  pursuant to
Section 354(a)(1).  The tax basis which these CBCC common shareholders will have
in their newly received Synovus common stock will be the same as their tax basis
in the CBCC common stock immediately prior to the merger under Section 358(a).

If the property  received in an exchange  (i.e.,  Synovus  common stock) has the
same (i.e.,  carryover)  basis as the property  given up, then  Section  1223(1)
applies to  determine  the holding  period for the  property  received.  Section
1223(1)  provides  that the period  during which the taxpayer  held the property
surrendered  in the exchange is added to the period he or she holds the property
received  in the  exchange  in order to  determine  the  holding  period  of the
property received.

This  tacking  of the  previous  holding  period  applies  only if the  property
exchanged (i.e.,  CBCC common stock) was a capital asset in the taxpayer's hands
at the time of the exchange,  Section  1223(1).  The status of the property as a
capital asset is determined under Section 1221, which defines "capital asset" as
any property of a taxpayer other than property within specified classifications.
As a general rule,  stock of a  corporation  would be treated as a capital asset
under this  section.  Provided  that his or her CBCC  common  stock is a capital
asset,  then each CBCC shareholder will be able to include his or her respective
ownership  period of the CBCC common stock in determining  the holding period of
the Synovus common stock received in the proposed transaction.

Poison Pill Rights

The shares of Synovus common stock to be issued to the CBCC shareholders entitle
such   shareholders  to  receive  the  poison  pill  rights  which  will  become
excercisable  upon the happening of future events as described  above.  An issue
with  respect  to the  poison  pill  rights  is  whether  the  rights  should be
considered  separable  from  the  Synovus  common  stock  and  therefore  "other
property"  within the meaning of Section 356(a) or rather as an attribute of the
Synovus common stock, that is, a right to a future dividend inseparable from the
other rights inherent in the stock and not personal to the shareholders.

Presently,  the  Service has not  published  any direct  authoritative  position
regarding  the  treatment  of poison  pill  rights in the context of a corporate
reorganization  that can be cited  as  precedent.  Nor are  there  any  judicial
opinions  specifically  addressing  poison  pill  rights  in  the  context  of a
corporate reorganization.

The only available  guidance  consists of Private  Letter Rulings  ("PLRs") that
address the  shareholder  tax  consequences  upon the  receipt of capital  stock
incorporating  a  poison  pill  rights  plan  in  the  context  of  a  corporate
reorganization.  Under  Section  6110(j)(3),  PLRs  may not be used or  cited as
precedent.  If the Service issues  further  authority,  such authority  could be
prospective only in accordance with the provisions of Section 7805.

In PLR 8808081,  the Service ruled that poison pill rights  incorporated  in the
terms of capital stock issued in a corporate  reorganization  constituted "other
property"  within the meaning of Section  356(a).  Accordingly,  the filing held
that the acquired corporation's  shareholders  recognized gain, to the extent of
the fair market  value of the poison pill  rights,  in the  exchange for capital
stock of the acquiring corporation.

Subsequently,  however,  the  Service  reversed  its  position  and ruled in PLR
8925087,  PLR 8925088,  PLR 9040069,  and PLR 9040042 (among others) that poison
pill  rights did not  constitute  other  property  within the meaning of Section
356(a).

Indirect  support for the proposition  that poison pill rights do not constitute
"other  property"  can also be found in Revenue  Ruling  90-11,  1990-1 C.B. 10.
Although not in the context of a corporate 

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 9

reorganization,  the Service  concluded that the initial issuance of poison pill
rights is not a distribution of property which would give rise to current tax to
the  shareholders.The  terms of the poison pill plan described in the ruling are
comparable to the terms of the Synovus plan. This ruling is a published  ruling,
and therefore may be cited as precedent.  This published  ruling  indicates that
the more recent  private  letter  rulings  cited  immediately  above reflect the
current thinking of the Service, i.e., that poison pill rights do not constitute
other   property   when   associated   with  stock   received   in  a  corporate
reorganization.  Should the Service  successfully  maintain that the poison pill
rights  are  other  property,  then  gain,  if any,  realized  by a CBCC  common
shareholder  receiving such rights would be recognized to the extent of the fair
market value of such rights.

                                   CONCLUSION

1.   Based on the  foregoing,  it is the opinion of KPMG that the merger of CBCC
     with and into Synovus, provided it is in accordance with Georgia state law,
     will be treated as a reorganization  under Section  368(a)(1)(A),  and that
     Synovus and CBCC will each be a party to the  reorganization  as defined in
     Section 368(b).

2.   No gain or loss will be recognized by the  shareholders of CBCC who receive
     solely  shares of Synovus  voting  common stock for their CBCC common stock
     upon  consummation of the Merger.  The basis of the Synovus shares received
     by such CBCC shareholders (including any fractional share to which they may
     be  entitled)  will be the  same as the  basis  of the  CBCC  common  stock
     surrendered  in the  exchange.  Provided  that the CBCC common  stock was a
     capital asset in the shareholder's hands, the holding period of the Synovus
     common stock (including any fractional share to which they may be entitled)
     will include the holding period of the CBCC stock.

3.   The payment by Synovus of cash in lieu of fractional share interests in its
     common  stock  will,  for  federal  income tax  purposes,  be treated as if
     Synovus  actually issued the fractional  share interests to the CBCC common
     shareholders and then Synovus redeemed such fractional shares for cash. See
     Revenue  Ruling  66-365,   1966-2  C.B.  116.  Each  affected  CBCC  common
     shareholder should consult their own tax advisor for the tax effect to them
     of such redemption (i.e. exchange treatment or dividend).

4.   Under  Sections  357(a) and 361, no gain or loss will be recognized by CBCC
     upon the transfer of substantially all of its assets to Synovus in exchange
     for solely shares of Synovus  common stock and the assumption by Synovus of
     the CBCC  liabilities.  Under Section  361(c),  CBCC will not recognize any
     gain or loss  upon the  distribution  of the  Synovus  common  stock to its
     shareholders in pursuance of the plan of reorganization.

5.   Under  Revenue  Ruling  57-278,  1957-1  C.B.  124, no gain or loss will be
     recognized  by Synovus upon the  acquisition  of  substantially  all of the
     assets of CBCC in exchange  for solely  shares of Synovus  common stock and
     the assumption of the CBCC liabilities.

6.   Based  on the  discussion  above  under  Poison  Pill  Rights,  it  appears
     reasonable to conclude that the Synovus  poison pill rights plan adopted on
     April 20, 1989,  should be treated as an  attribute  of the Synovus  common
     stock, a right that is inseparable  from other rights inherent in the stock
     and  does  not  constitute  other  property  received  by the  CBCC  common
     shareholders in exchange for their CBCC common stock.  However,  in view of
     the lack of  precedent,  there can be no  assurance  that the Service  will
     agree with this conclusion. In the event the Service ultimately establishes
     that such poison  pill  rights  constitute  other  property,  then the CBCC
     shareholders,  who realize gain on the exchange of their shares for Synovus
     common stock,  will  recognize  such gain to the extent of the value of the
     poison pill 

Board of Directors
Synovus Financial Corp.
Community Bank Capital Corporation
July 7, 1998
Page 10

     rights received.

7.   No gain or loss will be  recognized  by CBCC and Bank of North Georgia upon
     the transfer of its assets,  subject to its liabilities,  to Synovus in the
     Merger (Section 357(a) and 361(a)).

8.   The basis of the  assets of CBCC and Bank of North  Georgia in the hands of
     Synovus  will be the same as the basis of such  assets in the hands of CBCC
     and Bank of North Georgia immediately prior to the Merger (Section 362(b)).

9.   The tax attributes enumerated in Section 381(c), including any earnings and
     profits or a deficit of earnings and profits, will be taken into account by
     Synovus following the Merger.

10.  Where a CBCC  shareholder  elects to receive cash by  exercising  statutory
     dissenter's  rights,  such cash will be treated as having been  received by
     the  shareholder as a  distribution  in redemption of his or her CBCC stock
     subject to the provisions and limitations of Section 302 of the Code.

We are  furnishing  this  opinion to you  solely in  connection  with  Article V
paragraph  (A)(7) of the  Merger  Agreement.  This  opinion  is solely  for your
benefit and is not to be used,  circulated,  quoted or otherwise referred to for
any purpose without our express written permission.


                                        KPMG Peat Marwick LLP


                                     PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS; UNDERTAKINGS

         Item 20.          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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "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 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 Act and will
be governed by the final adjudication of such issue.

         Item 21.          Exhibits and Financial Statement Schedules

         The  following   Exhibits  are  filed  as  part  of  this  Registration
Statement:

Exhibit No.                Description

         2                 Agreement and Plan of Merger is  attached as Appendix
                           "A" to the  Proxy  Statement/Prospectus  included  in
                           this Registration Statement.

         4.1               Articles  of   Incorporation  of   Synovus  Financial
                           Corp.,  as  amended,  incorporated  by  reference  to
                           Exhibit   4(a)   of   Synovus    Financial    Corp.'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  Synovus  Financial  Corp.,
                           incorporated  by  reference to Exhibit 3.2 of Synovus
                           Financial  Corp.'s Annual Report on Form 10-K for the
                           fiscal  year ended  December  31, 1996 filed with the
                           Securities and Exchange Commission on March 6, 1997.

         4.3               Form of Rights Agreement incorporated by reference to
                           Exhibit 1 of Synovus Financial  Corp.'s  Registration
                           Statement  on Form 8-A dated May 3, 1989  filed  with
                           the Securities and Exchange Commission on May 3, 1989
                           pursuant to Section 12 of the Securities Exchange Act
                           of 1934, as amended.

         5                 Legal  opinion  of  the  Deputy  General  Counsel  of
                           Synovus   regarding  the  legality  of   the  Synovus
                           Common  Stock being issued in the Merger.

         8                 Tax  opinion  of  KPMG  Peat  Marwick  LLP  regarding
                           the tax consequences  of the  Merger to  shareholders
                           of CBCC  Common Stock   is    attached   as  Appendix
                           "D"   to   the   Proxy  Statement/Prospectus included
                           in this Registration Statement.

         23.1              The consent of KPMG Peat Marwick LLP re: Consolidated
                           Financial Statements  of  Synovus   Financial   Corp.
                           and Subsidiaries. 

         23.2              The  consent   of  Ernst  &  Young   re: Consolidated
                           Financial  Statements   of   Community  Bank  Capital
                           Corporation  and  Subsidiary.  

         23.3              The  consent of KPMG Peat Marwick LLP  regarding  its
                           tax  opinion  filed  as Appendix  "D"  to  the  Proxy
                           Statement/Prospectus  included  in  this Registration
                           Statement.

         23.4              The consent of the Deputy General  Counsel of Synovus
                           is contained in her opinion filed as Exhibit 5 to the
                           Registration Statement.

         23.5              The consent of Brown, Burke  Capital  Partners,  Inc.
                           regarding  its  opinion  as  to  the  fairness of the
                           consideration  to  be   received  by  Community  Bank
                           Capital Corporation's shareholders.

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

         99.1              Form of Proxy

         99.2              Opinion of Brown, Burke Capital Partners,  Inc. as to
                           the fairness of the  consideration  to be received by
                           Community Bank Capital Corporation's  shareholders is
                           attached    as   Appendix    "C"   to    the    Proxy
                           Statement/Prospectus  included  in this  Registration
                           Statement.

         The  Registrant  agrees to provide  to the  Commission,  upon  request,
copies of  instruments  defining the rights of holders of long-term  debt of the
Registrant.

         Item 22.  Undertakings.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

         The undersigned  Registrant hereby undertakes as follows: that prior to
any public  reoffering of the securities  registered  hereunder through use of a
prospectus  which is a part of this  Registration  Statement,  by any  person or
party who is deemed to be an underwriter  within the meaning of Rule 145(c), the
issuer  undertakes that such reoffering  prospectus will contain the information
called for by the  applicable  registration  form with respect to reofferings by
persons who may be deemed  underwriters,  in addition to the information  called
for by the other items of the applicable form.

         The  Registrant  undertakes  that  every  prospectus  (i) that is filed
pursuant to paragraph (1) immediately  preceding,  or (ii) that purports to meet
the  requirements of Section  10(a)(3) of the Act and is used in connection with
an offering  of  securities  subject to Rule 415,  will be filed as a part of an
amendment  to the  Registration  Statement  and  will  not be  used  until  such
amendment is  effective,  and that,  for purposes of  determining  any liability
under the Securities Act of 1933,  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 public offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant,  the  Registrant  has been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other that the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant 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 Registrant 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 Act and
will be governed by the final adjudication of such issue.

         The undersigned Registrant hereby undertakes to respond to requests for
information  that is incorporated  by reference into the prospectus  pursuant to
Item 4, 10(b),  11, or 13 of this Form,  within one  business  day of receipt of
such  request,  and to send the  incorporated  documents  by first class mail or
other equally prompt means. This includes the information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

         The undersigned  Registrant  hereby  undertakes to supply by means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the registration statement when it became effective.




                                   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-4  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 10th day of
July, 1998.

                                   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
Stephen  L.  Burts,  Jr.,  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: July 10, 1998
- ---------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee


/s/James H. Blanchard                                        Date: July 10, 1998
- ------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer


- ------------------------------------------                   Date:
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee


/s/James D. Yancey                                          Date: July 10, 1998
- ------------------------------------------
James D. Yancey,
President and Director


/s/Richard E. Anthony                                       Date: July 10, 1998
- -------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board


/s/Walter M. Deriso, Jr.                                    Date: July 10, 1998
- ---------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board


/s/Stephen L. Burts, Jr.                                    Date: July 10, 1998
- --------------------------------------------
Stephen L. Burts, Jr.,
Vice Chairman of the Board


/s/Thomas J. Prescott                                       Date: July 10, 1998
- ------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer

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


/s/Richard Y. Bradley                                       Date: July 10, 1998
- --------------------------------------------
Richard Y. Bradley,
Director


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


                                                            Date:
- ------------------------------------------
Gardiner W. Garrard, Jr.,
Director


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


/s/John P. Illges, III                                      Date: July 10, 1998
- -----------------------------------------------
John P. Illges, III,
Director


/s/Mason H. Lampton                                         Date: July 10, 1998
- ---------------------------------------------
Mason H. Lampton,
Director


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

                                                            Date:
- ------------------------------------------
H. Lynn Page,
Director


/s/Robert V. Royall, Jr.                                    Date: July 10, 1998
- --------------------------------------------
Robert V. Royall, Jr.,
Director


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





                                                                   July 10, 1998

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C.   20549

Ladies and Gentlemen:

         As  Senior  Vice  President  and  Deputy  General  Counsel  of  Synovus
Financial  Corp.  (the  "Registrant"),  I am familiar with the  preparation  and
filing of the Registrant's Registration Statement on Form S-4, as filed with the
Securities and Exchange  Commission on or about July 10, 1998, pursuant to which
the Registrant  proposes to issue up to 4,002,253  shares of its $1.00 par value
common stock ("Registrant's Common Stock") to certain of the former shareholders
of Community Bank Capital  Corporation upon the merger of Community Bank Capital
Corporation with and into Registrant.

         I have  examined,  and am  familiar  with,  the  originals  or  copies,
certified  or  otherwise,   of  the  documents,   corporate  records  and  other
instruments of the Registrant  relating to the proposed issuance of Registrant's
Common  Stock  which I deem  relevant  and which  form the basis of the  opinion
hereinafter set forth.

         I am of the opinion  that under the laws of the State of  Georgia,  the
jurisdiction  in which the Registrant is  incorporated  and the  jurisdiction in
which the Registrant has its principal  office,  upon the issuance of the shares
of  the  Registrant's  Common  Stock  pursuant  to  the  aforesaid  Registration
Statement,  all such  shares  when so issued  will be duly  authorized,  validly
issued and outstanding,  and will be fully paid and non-assessable shares of the
Registrant's  Common Stock, and no personal liability will attach to the holders
of any of the shares of the Registrant's Common Stock.

         The undersigned counsel to the Registrant hereby consents to the use of
my opinion as Exhibit 5 to the aforesaid Registration Statement.

                                                   Sincerely,

                                                   /s/Kathleen Moates
                                                   Kathleen Moates







                              Accountants' Consent

The Board of Directors
Synovus Financial Corp.:

We consent to the use of our report  incorporated herein by reference and to the
reference   to  our   firm   under   the   heading   "Experts"   in  the   Proxy
Statement/Prospectus.

                                                  KPMG Peat Marwick LLP

Atlanta, Georgia
July 9, 1998




                         Consent of Independent Auditors

We consent to the  reference to our firm under the caption  "Experts" and to the
use of our report dated  February 17, 1998,  included in the Proxy  Statement of
Community  Bank  Capital  Corporation  that is  made a part of the  Registration
Statement (Form S-4 No. 333-00000) and Prospectus of Synovus Financial Corp. for
the registration of 4,002,253 shares of its common stock.



                                                 Ernst & Young LLP

Atlanta, Georgia
July 10, 1998









The Board of Directors
Synovus Financial Corp.
P.O. Box 120
Columbus, GA  31902


We consent to the use of our tax opinion included herein as Exhibit D and to the
reference  to  our  firm under the heading of "Experts" and "Tax Opinion" in the
prospectus.


Memphis, Tennessee
July 9, 1998

                                                  
                                                  KPMG Peat Marwick LLP



                          CONSENT OF FINANCIAL ADVISOR

We  hereby  consent  to the use in this  Registration  Statement  on Form S-4 of
Synovus  Financial  Corp.  of our letter to the Board of  Directors of Community
Bank   Capital    Corporation    included   as   Appendix   C   to   the   Proxy
Statement/Prospectus  that  is part of the  Registration  Statement,  and to the
references to such letter and to our firm in the Proxy Statement/Prospectus.  In
giving such consent we do not thereby  admit that we come within the category of
persons whose consent is required  under Section 7 of the Securities Act of 1933
or  the  rules  and  regulations  of  the  Securities  and  Exchange  Commission
thereunder.

Brown, Burke Capital Partners, Inc.

July 10, 1998







                                   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-4  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 10th day of
July, 1998.

                                   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
Stephen  L.  Burts,  Jr.,  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: July 10, 1998
- ---------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee


/s/James H. Blanchard                                        Date: July 10, 1998
- ------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer



- ------------------------------------------                   Date:
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee


/s/James D. Yancey                                          Date: July 10, 1998
- ------------------------------------------
James D. Yancey,
President and Director


/s/Richard E. Anthony                                       Date: July 10, 1998
- -------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board


/s/Walter M. Deriso, Jr.                                    Date: July 10, 1998
- ---------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board


/s/Stephen L. Burts, Jr.                                    Date: July 10, 1998
- --------------------------------------------
Stephen L. Burts, Jr.,
Vice Chairman of the Board


/s/Thomas J. Prescott                                       Date: July 10, 1998
- ------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer

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


/s/Richard Y. Bradley                                       Date: July 10, 1998
- --------------------------------------------
Richard Y. Bradley,
Director


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


                                                            Date:
- ------------------------------------------
Gardiner W. Garrard, Jr.,
Director


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


/s/John P. Illges, III                                      Date: July 10, 1998
- -----------------------------------------------
John P. Illges, III,
Director


/s/Mason H. Lampton                                         Date: July 10, 1998
- ---------------------------------------------
Mason H. Lampton,
Director


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

                                                            Date:
- ------------------------------------------
H. Lynn Page,
Director


/s/Robert V. Royall, Jr.                                    Date: July 10, 1998
- --------------------------------------------
Robert V. Royall, Jr.,
Director


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



                       COMMUNITY BANK CAPITAL CORPORATION
                        Haynes Bridge at Westside Parkway
                              8025 Westside Parkway
                            Alpharetta, Georgia 30004

                         PROXY SOLICITED BY THE BOARD OF
                       COMMUNITY BANK CAPITAL CORPORATION
                      FOR A SPECIAL MEETING OF SHAREHOLDERS

                                __________, 1998

         The  undersigned  shareholder  of Community  Bank  Capital  Corporation
("CBCC") hereby appoints Gordon R. Teel and Edward P.  Vollertsen,  III and each
of them,  with full power of  substitution,  proxies to vote the shares of stock
which the undersigned could vote if personally present at the Special Meeting of
Shareholders of CBCC to be held at 9:30 a.m., local time, on _________,  1998 at
CBCC's  headquarters at 8025 Westside Parkway,  Alpharetta,  Georgia 30004 or at
any adjournment thereof.

         (1)      PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER
                  BY AND AMONG CBCC AND SYNOVUS FINANCIAL CORP.

                  FOR______          AGAINST______           ABSTAIN_____

         (2)      IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY
                  PROPERLY COME BEFORE THE SPECIAL MEETING OF
                  SHAREHOLDERS.

IF NO  DIRECTION  TO THE  CONTRARY  IS  INDICATED,  THIS PROXY WILL BE VOTED FOR
PROPOSAL (1).

Dated:_______________, 1998                 ___________________________________
                                                Signature(s) of Shareholder

Please sign exactly as name appears  hereon.  If shares are held  jointly,  each
shareholder should sign. Agents, executors, administrators, guardians, trustees,
etc.,  should use full  title,  and if more than one,  all should  sign.  If the
shareholder is a  corporation,  please sign full corporate name by an authorized
officer.

Please fill in, date and sign the proxy and return it in the  enclosed  postpaid
envelope.




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