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EXHIBIT C
AGREEMENT TO
TERMINATE LEASE OF RIGHTS
THIS AGREEMENT is made this 22nd day of January, 2001, by and between
Synovus Trust Company (successor to trust powers of Columbus Bank and Trust
Company), as trustee of the three separate trusts created under Item VI of the
will of ▇. ▇. ▇▇▇▇▇▇▇, dated June 22, 1945, for the benefit of ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, respectively (the "600 Series
Trusts"), and TB&C Bancshares, Inc., a Georgia corporation ("TB&C").
BACKGROUND STATEMENT
On March 2, 1995, TB&C entered into a Lease of Rights (the "Lease")
with the 600 Series Trusts, under which the 600 Series Trusts leased to TB&C the
rights to vote the shares of Synovus Financial Corp. owned by the 600 Series
Trusts in exchange for quarterly lease payments. The initial five-year term of
the Lease (from March 2, 1995, to March 1, 2000) was extended by TB&C for an
additional five-year term. On January 17, 2001, TB&C paid $117,865.27 to each of
the 600 Series Trusts, representing a quarterly payment for the quarter
beginning December 2, 2000, and ending March 1, 2001. TB&C and the 600 Series
Trusts have mutually agreed that it is now in the best interests of the parties
that the Lease be canceled and terminated.
AGREEMENT
In consideration of the foregoing premises and of the mutual promises
made herein, the parties hereto agree as follows:
1. The Lease is hereby canceled and terminated, effective on
January 22, 2001 (the "termination date").
2. Upon the termination date, (i) TB&C shall return to the 600
Series Trusts the stock powers executed by the 600 Series Trusts pursuant to
section 4(a) of the Lease, and (ii) each of the 600 Series Trusts shall refund
to TB&C the amount of $51,074.95, representing the pro rata share of the amount
for the period beginning on the termination date and ending March 1, 2001, for
which payment was previously made by TB&C. Thereafter, the 600 Series Trusts may
have the certificates representing the shares of Synovus Financial Corp. stock
that have been subject to the Lease reissued without the legend that was placed
on the certificates pursuant to section 4(b) of the Lease.
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3. The parties hereto agree that the payments of $117,865.27 made
by TB&C to each of the 600 Series Trusts on January 17, 2001, less the refunds
under section 2 above, constitute full payment for rights to vote the 13,311,843
identified shares of Synovus Financial Corp. stock for the period ending on the
termination date, and that no additional payments shall be made prior to or
subsequent to the termination date, nor shall any additional refund or rebate of
payments be made.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
on the day date first above written.
TB&C BANCSHARES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Assistant Secretary
[CORPORATE SEAL]
SYNOVUS TRUST COMPANY, as Trustee of the
three separate trusts created under Item VI
of the Will of ▇. ▇. ▇▇▇▇▇▇▇, dated June 22,
1945, for the benefit of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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[CORPORATE SEAL]
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