8-K

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 25, 2007
Date of Report
(Date of earliest event reported)

Total System Services, Inc.

(Exact name of registrant as specified in its charter)

Georgia	1-10254	58-1493818
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 First Avenue, Columbus, Georgia	31901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (706) 649-2267

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
	Item 1.01 Entry into a Material Definitive Agreement
	SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	FINANCIAL STATEMENTS AND EXHIBITS
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-2.1 AGREEMENT AND PLAN OF DISTRIBUTION
EX-3.1 BYLAWS AMENDMENT
EX-10.1 FORM OF EMPLOYEE MATTERS AGREEMENT
EX-10.2 FORM OF TRANSITION SERVICES AGREEMENT
EX-10.3 FORM OF TAX SHARING AGREEMENT
EX-10.4 FORM OF INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT
EX-10.5 FORM OF MASTER CONFIDENTIAL DISCLOSURE AGREEMENT

SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

          As previously announced, on October 25, 2007, Total System Services, Inc. (“TSYS” or the “Company”) announced that it had entered into an Agreement and Plan of Distribution (the “Plan of Distribution”) with Synovus Financial Corp. (“Synovus”) and Columbus Bank and Trust Company (“CB&T”), a wholly owned banking subsidiary of Synovus and approximately 80.8% parent of TSYS. Subject to the terms and conditions of the Plan of Distribution, CB&T will distribute all of its shares of TSYS common stock to Synovus and then Synovus will distribute all of those shares to Synovus shareholders, after which distributions TSYS will become a fully independent, publicly owned company (the “spin-off”). Prior to the spin-off, and in accordance with the Plan of Distribution, TSYS expects to pay a one-time aggregate cash dividend of $600 million (the “special dividend”) to all TSYS shareholders, including (indirectly) Synovus. The special dividend is expected to be funded by a combination of TSYS’ cash on hand and a credit facility expected to be entered into by TSYS prior to the spin-off.

          TSYS will be soliciting proxies for a special meeting of its shareholders in order to amend TSYS’ Articles of Incorporation and Bylaws to remove provisions that will no longer be appropriate once TSYS is a fully independent company.

          In addition and pursuant to the Plan of Distribution, TSYS will, prior to declaring the special dividend and Synovus declaring the distribution of TSYS common stock in the spin-off, enter into several other agreements with CB&T and/or Synovus to effect the special dividend and the spin-off and provide a framework for TSYS’ relationships with Synovus and CB&T after the spin-off. These agreements include:

• the Employee Matters Agreement,

• the Transition Services Agreement,

• the Tax Sharing Agreement,

• the Indemnification and Insurance Matters Agreement, and

• the Master Confidential Disclosure Agreement.

          The terms of the special dividend, the spin-off, and the agreements entered, or to be entered, into in connection therewith, were negotiated, reviewed, and recommended for approval by the special committees of each of TSYS, Synovus and, to the extent applicable, CB&T and were subsequently approved by TSYS’ Board of Directors, Synovus’ Board of Directors and, to the extent applicable, CB&T’s Board of Directors.

Plan of Distribution

          The following summary of the Plan of Distribution is qualified in its entirety by the full text of the Plan of Distribution, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Plan of Distribution sets forth TSYS’ agreements with Synovus and CB&T regarding the principal transactions necessary to separate TSYS from Synovus, in particular, by TSYS paying the special dividend in an aggregate amount of $600 million to all TSYS shareholders (including to Synovus indirectly) and

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by Synovus distributing all the TSYS shares it holds to Synovus shareholders. It also sets forth other agreements that will govern certain aspects of TSYS’ relationship with Synovus and its subsidiaries once TSYS has separated from Synovus. The Plan of Distribution sets forth certain conditions that must be satisfied before the Board of Directors of each party meets to set the record date for the special dividend and the distribution of TSYS shares from CB&T to Synovus and, following that distribution, from Synovus to Synovus shareholders. The spin-off of TSYS from Synovus will become effective upon the distribution of TSYS shares to Synovus shareholders and is expected to occur on December 31, 2007.

The Distribution

          The Plan of Distribution governs the rights and obligations of the parties regarding the proposed spin-off transaction. In summary, once all conditions to the spin-off have been satisfied, TSYS will pay the special dividend to all TSYS shareholders as of the record date, including Synovus (indirectly) and, immediately following the same time as TSYS pays the special dividend to TSYS shareholders, CB&T will distribute all of the shares of TSYS common stock held by it to Synovus, and Synovus will then distribute these shares to Synovus shareholders.

          The Plan of Distribution contemplates two “stages” prior to the declaration of the special dividend and the spin-off. The “first stage” runs from the date of execution of the Plan of Distribution until the satisfaction (or waiver) of certain conditions to each party’s obligation to proceed with the spin-off. The “second stage” runs from the completion of “first stage” until the Board of Directors (or designated committee thereof) of each party meets to consider authorizing and declaring the special dividend and the spin-off. Upon completion of the “first stage”, the parties will arrange meetings of their respective Boards of Directors (or properly designated committees thereof). Upon completion of the “second stage”, each Board of Directors (or committee thereof) will meet to consider, declare and authorize (i) in the case of the TSYS Board of Directors (or committee thereof), the special dividend; (ii) in the case of the CB&T Board of Directors (or committee thereof), the distribution of all of the shares of TSYS common stock held by it to Synovus and (iii) in the case of the Synovus Board of Directors (or committee thereof), the distribution of all of the shares of TSYS common stock, transferred to it by CB&T, to Synovus shareholders.

          The conditions for the “first stage” of the special dividend and the spin-off include the following:

• TSYS shareholder approval of amendments to the Articles of Incorporation and Bylaws (note that CB&T has already agreed to vote its 80.8% interest in TSYS common stock in favor of the amendments);

• obtaining all material governmental approvals necessary to consummate the spin-off, including the approval of the spin-off by the Georgia Department of Banking and Finance; and

• there being no legal restraint or prohibition preventing the consummation of the spin-off or any other transaction related to the spin-off being in effect.

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	The conditions for the “second stage” of the special dividend and the spin-off include the following:
•	each Board of Directors (or designated committee thereof) of TSYS and Synovus has made the determination required to be made by it under the Georgia Business Corporations Code in order to declare the dividend and the spin-off;
•	Synovus’ receipt of a tax opinion from King & Spalding LLP;
•	execution and delivery of the ancillary agreements described below;
•	obtaining all material government approvals necessary to consummate the spin-off including the approval of the spin-off by the Georgia Department of Banking and Finance; and
•	there being no legal restraint or prohibition preventing the consummation of the spin-off or any other transaction related to the spin-off being in effect.

Exchange of Information

          The parties will agree to provide each other with information reasonably necessary to comply with reporting, disclosure or filing requirements of governmental authorities, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, claims, litigation or similar requests, business or legal related. The parties will agree to certain record retention and production procedures and agree to cooperate in any litigation as described below. After the spin-off, each party will agree to maintain, at its own cost and expense, adequate systems and controls for its business to the extent reasonably necessary to allow the other parties to satisfy their reporting, accounting, audit and other obligations. Each party also will agree to provide to another party, upon request, all financial and other data and information that the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings. Each party will agree to use its reasonable commercial efforts to make available to the other parties its current, former and future directors, officers, employees and other personnel or agents who may be used as witnesses and books, records and other documents which may reasonably be required in connection with legal, administrative or other proceedings.

Expenses

          Except as otherwise provided in any ancillary agreement, Synovus will pay all expenses incurred in connection with the printing and delivery of the Information Statement required to be delivered by Synovus to its shareholders who will receive shares of TSYS common stock in the spin-off or incurred by a transfer agent in connection with the spin-off. TSYS will pay all costs incurred in connection with the printing and delivery of the TSYS Proxy Statement or incurred by a transfer agent in connection with the special dividend. All other costs and expenses incurred in connection with the transaction will be paid by the party incurring the expense.

Dispute Resolution

          Except as otherwise provided in the Tax Sharing Agreement, in the event of any dispute arising out of the Plan of Distribution or any other ancillary agreement, the

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parties will negotiate for a reasonable period of time to resolve any disputes among the parties. If the parties are unable to resolve disputes in this manner, the disputes will be resolved through mediation and then binding arbitration.

Non-Solicitation

          TSYS, on one hand, and Synovus and its subsidiaries, on the other, will agree to refrain from directly soliciting or recruiting employees of the other party who are employed by such party as of the date of the Plan of Distribution or immediately after the spin-off date without the other party’s prior written consent for the period beginning on the date of the Plan of Distribution and ending one year after the spin-off date. However, this prohibition does not apply to general recruitment efforts carried out through public or general solicitation.

Trademarks

          From and after the spin-off, TSYS will promptly, but in any event no later than 12 months following the spin-off date, cease using the trademarks and other intellectual property allocated to Synovus and CB&T. Each of Synovus and CB&T will promptly, but in any event no later than 12 months following the spin-off date, cease using the trademarks and other intellectual property allocated to TSYS.

Termination

          The Plan of Distribution and any ancillary agreements may be terminated or the spin-off may be abandoned, in each case, at any time prior to the effective time by (i) an agreement in writing signed by the parties; (ii) either TSYS or Synovus if its Board of Directors determines in good faith (a) based on any change in facts, events or circumstances occurring after the date of the Plan of Distribution, that it is in the best interests of its shareholders to abandon the special dividend and/or the distributions by Synovus and CB&T, as the case may be, or (b) that a declaration of the special dividend by TSYS, or the distribution by Synovus, as the case may be, would violate the applicable provisions of the Georgia Business Corporations Code; (iii) CB&T if its Board of Directors determines in good faith that the distribution by CB&T would violate the applicable provisions of the Financial Institutions Code of Georgia; (iv) either TSYS or Synovus if the declaration date for the spin-off has not occurred by February 29, 2008; or (v) either TSYS or Synovus if an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the special dividend or the spin-off shall be in effect and shall have become final and non-appealable.

Employee Matters Agreement

          The following summary of the Employee Matters Agreement is qualified in its entirety by the full text of the Form of Employee Matters Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. TSYS will enter into an Employee Matters Agreement with Synovus prior to the spin-off that will govern TSYS’ compensation and employee benefit obligations with respect to TSYS’ current and former employees. The Employee Matters Agreement will allocate liabilities and

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responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the spin-off including, without limitation, the treatment of existing health and welfare benefit plans, savings plans, equity-based plans, and deferred compensation plans and TSYS’ establishment of new plans. In connection with the spin-off, TSYS initially expects to adopt, for the benefit of TSYS employees, a variety of compensation and employee benefits plans that are generally comparable in the aggregate to those provided to employees immediately prior to the spin-off. Once TSYS establishes its own compensation and benefits plans, TSYS reserves the right to amend, modify or terminate each such plan in accordance with the terms of that plan. However, in general, through December 31, 2008, each TSYS plan will have substantially similar provisions as the comparable Synovus plan. With certain possible exceptions, the Employee Matters Agreement will provide that as of the close of the spin-off, TSYS employees will generally cease to be active participants in, and TSYS will generally cease to be a participating employer in, the benefit plans and programs maintained by Synovus. As of such time, TSYS employees will generally become eligible to participate in all of TSYS’ applicable plans. In general, TSYS will credit each of its employees with his or her service with Synovus prior to the spin-off for all purposes under plans maintained by TSYS, to the extent the corresponding Synovus plans give credit for such service and such crediting does not result in a duplication of benefits.

          The Employee Matters Agreement will provide that as of the spin-off date, except as specifically provided therein, TSYS generally will assume, retain and be liable for all wages, salaries, welfare, incentive compensation and employee-related obligations and liabilities for all current and former employees of its business. Except as provided in the Employee Matters Agreement, Synovus will generally retain responsibility for, and will pay and be liable for, all wages, salaries, welfare, incentive compensation and employment-related obligations and liabilities with respect to former employees not associated with TSYS’ business and current employees who are not otherwise transferred to employment with TSYS in connection with the spin-off. The Employee Matters Agreement will also provide for the transfer of assets and liabilities relating to the pre-distribution participation of TSYS employees and former employees of TSYS’ business in various Synovus retirement, welfare, incentive compensation and employee benefit plans from such plans to the applicable plans TSYS adopts for the benefit of TSYS employees.

          The Employee Matters Agreement also addresses employees who transfer from TSYS to Synovus or from Synovus to TSYS during the year following the spin-off date.

401(k) and Other Savings Plans

          The Employee Matters Agreement provides that TSYS will establish effective January 1, 2008, the new TSYS 401(k), profit sharing and money purchase pension plans. As soon as reasonably practicable, the plans will assume the plan accounts, including all assets and liabilities, of current TSYS employees under the corresponding Synovus plans.

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Health and Welfare Plans

          The Employee Matters Agreement provides that not later than the spin-off date, TSYS will establish employee and retiree health care plans and cease to participate in Synovus’ health care plans. Effective as of the spin-off date, TSYS generally will assume all liabilities under the Synovus health care and welfare plans for claims incurred by current and former TSYS employees. TSYS also will establish a long-term disability plan and comply with workers’ compensation requirements.

Deferred Compensation

          Effective as of January 1, 2008, TSYS will establish a TSYS deferred compensation plan for the benefit of individuals who are current or former TSYS employees. TSYS will assume all responsibilities and obligations relating to such individuals under TSYS’ newly established deferred compensation plan. TSYS also will establish a grantor (“rabbi”) trust to hold all contributions and earnings credited pursuant to the TSYS deferred compensation plan. Not later than 30 days following the spin-off date, Synovus will transfer assets to the TSYS grantor trust equal to the liabilities under the Synovus deferred compensation plan with respect to TSYS participants.

Synovus Equity Awards

          The Employee Matters Agreement provides that each outstanding Synovus stock option that is held as of the spin-off date by a current or former TSYS employee will be converted into TSYS options for those holders who are current or former TSYS employees on the spin-off date and that the award otherwise will continue to be governed by the same terms and conditions of the existing Synovus option. Any Synovus stock option held by a person who is not a current or former TSYS employee as of the spin-off date will continue to be an option to purchase Synovus shares, but the option will be equitably adjusted to reflect the change in Synovus’ enterprise value by reason of the spin-off. TSYS stock options will be subject, on a reciprocal basis, to the same treatment described above with respect to Synovus options. TSYS and Synovus will be responsible for settling their own respective awards, and the employer of the holder at the time of settlement will be entitled to any resulting tax deduction.

          Each holder of a share of restricted Synovus stock at the time of the spin-off will continue to hold such share and, in addition, will receive a dividend of TSYS’ common stock the same as other holders of Synovus shares. The restricted Synovus stock and TSYS common stock received in the spin-off will be subject to the same vesting conditions that applied to the restricted Synovus share immediately before the spin-off.

Transition Services Agreement

          The following summary of the Transition Services Agreement is qualified in its entirety by the full text of the Form of Transition Services Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. TSYS will enter into a Transition Services Agreement with Synovus prior to the spin-off under which TSYS and Synovus will agree to provide certain services to each other for a specified

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period following the spin-off. The services to be provided may include services regarding business continuity and management, including services relating to human resources and employee benefits, payroll, corporate legal and travel services, corporate communications and investor relations services, tax and finance support services, telecommunications services and information technology services.

          The recipient of any services will generally pay an agreed upon service charge and reimburse the provider any out of pocket expenses, including the cost of any third party consents required. The Transition Services Agreement will require services to be provided until the earlier to occur of (i) the last expiration date of scheduled service; (ii) the termination of such service upon 30 days notice from the party receiving the service that it has no further need for such service or (iii) the termination of such service due to a force majeure event continuing for more than 30 consecutive days.

Tax Sharing Agreement

          The following summary of the Tax Sharing Agreement is qualified in its entirety by the full text of the Form of Tax Sharing Agreement, filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference. TSYS, Synovus and CB&T will enter into a Tax Sharing Agreement that generally will govern each party’s respective rights, responsibilities and obligations after the spin-off with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the spin-off to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code (the “Code”) (including as a result of Section 355(e) of the Code). Under the Tax Sharing Agreement, TSYS expects that, subject to certain exceptions, TSYS and Synovus generally will be responsible for the payment of all income and non-income taxes attributable to their respective operations, and the operations of their respective direct and indirect subsidiaries, whether or not such tax liability is reflected on a consolidated or combined tax return filed by Synovus.

          Notwithstanding the foregoing, TSYS expects that, under the Tax Sharing Agreement, TSYS also generally will be responsible for 100% of certain taxes that arise from the failure of the spin-off to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Code, to the extent that such failure to qualify is attributable solely to actions, events or transactions relating to TSYS stock, assets or business, or a breach of the relevant representations or covenants made by TSYS in the Tax Sharing Agreement. Similarly, Synovus generally will be responsible for 100% of certain taxes that arise from the failure of the spin-off to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Code, to the extent that such failure to qualify is attributable solely to actions, events or transactions relating to Synovus’ stock, assets or business, or a breach of the relevant representations or covenants made by Synovus in the Tax Sharing Agreement. In addition, TSYS and Synovus each generally will be responsible for 50% of any taxes that arise from the failure of the spin-off to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Code, if such failure is for any reason for which neither TSYS nor Synovus is solely responsible. The Tax Sharing Agreement also is expected to impose restrictions on TSYS’ and Synovus’ respective

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abilities to engage in certain actions following TSYS’ separation from Synovus and to set forth the respective obligations of TSYS and Synovus with respect to the filing of tax returns, the administration of tax contests, assistance and cooperation and other matters.

Restrictions in Connection with the Tax Treatment of the Distribution

          Under the Tax Sharing Agreement, TSYS and Synovus have agreed not to take any actions that would result in any tax being imposed on the spin-off. More specifically, for a specified period following the spin-off, TSYS has agreed not to take any of the following actions without the prior written consent of Synovus (which may not be withheld if TSYS provides a tax opinion or other satisfactory evidence to Synovus that the proposed action will not cause the spin-off to become taxable):

• voluntarily liquidate or partially liquidate, including by way of merger or consolidation, any TSYS affiliate, other than TSYS;

• voluntarily liquidate or partially liquidate TSYS;

• cause or permit TSYS to cease to engage in the active conduct of the businesses conducted by TSYS and its affiliates as of the spin-off date; or

• sell, transfer, or otherwise dispose of TSYS’ assets that, in the aggregate, constitute more than 50% of its gross assets, excluding any sales conducted in the ordinary course of business.

Georgia Income Tax Credits

          Historically, TSYS has assigned certain Georgia income tax credits to Synovus, and Synovus has paid TSYS the full amount by which its net federal and state income tax liability was reduced by its use of the credits. Georgia state law permits TSYS under certain circumstances to continue to assign certain Georgia income tax credits to Synovus for a ten-year period following the spin-off. Synovus will pay TSYS 75% of the amount by which Synovus’ use of credits assigned to Synovus by TSYS after the spin-off reduces Synovus’ net federal and state income tax liability.

Indemnification and Insurance Matters Agreement

          The following summary of the Indemnification and Insurance Matters Agreement is qualified in its entirety by the full text of the Form of Indemnification and Insurance Matters Agreement, filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference. TSYS will enter into an Indemnification and Insurance Matters Agreement with Synovus which sets forth the terms on which the parties will release each other from certain acts or omissions occurring prior to the spin-off and indemnify each other in respect of certain losses arising out of a party’s business or breach of the Plan of Distribution or any ancillary agreement. The Indemnification and Insurance Matters Agreement also regulates the obligations of the parties with respect to the ongoing insurance arrangements.

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Release of Pre-Distribution Date Claims

          Effective as of the spin-off date, TSYS will release Synovus and its affiliates, agents, successors and assigns, and Synovus will release TSYS, and its affiliates, agents, successors and assigns, from any liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the spin-off date. This provision will not impair either party from enforcing the Plan of Distribution, any ancillary agreement or any arrangement specified in such agreements.

General Indemnification Provisions

          TSYS will indemnify Synovus and its affiliates, agents, successors and assigns from all liabilities (other than liabilities related to tax, which are solely covered by the Tax Sharing Agreement) arising from TSYS' business and any breach by TSYS of the Plan of Distribution or any of the ancillary agreements.

          Synovus will indemnify TSYS and its affiliates, agents, successors and assigns from all liabilities (other than liabilities related to tax, which are solely covered by the Tax Sharing Agreement) arising from Synovus’ business and any breach by Synovus of the Plan of Distribution or any of the ancillary agreements.

Insurance Matters

          After the spin-off, TSYS retains its rights to insurance under its own policies and shared policies with Synovus for liabilities occurring prior to the spin-off in connection with the conduct of TSYS’ business or a claim which is made against TSYS regarding the conduct of Synovus’ business. The Indemnification and Insurance Matters Agreement will contain provisions governing the recovery by and payment to TSYS of insurance proceeds related to TSYS’ business and arising on or prior to the spin-off date and TSYS’ insurance coverage. The parties will agree to procure for the benefit of each other, run-off directors and officers liability insurance for a six-year period from the date of the spin-off.

Master Confidential Disclosure Agreement

          The following summary of the Master Confidential Disclosure Agreement is qualified in its entirety to the full text of the Form of Master Confidential Disclosure Agreement, filed as Exhibit 10.5 to this Current Report on Form 8-K, and incorporated herein by reference. TSYS will enter into a Master Confidential Disclosure Agreement with Synovus which sets forth the terms on which, after the spin-off, each party may, subject to certain limitations, use and disclose to third-parties the confidential information of the other party. Confidential information may only be used by the receiving party, its representatives or sublicensees to perform its obligations and exercise its rights under the Plan of Distribution and ancillary agreements. The confidentiality restrictions apply for five years after the later of the spin-off and the date of disclosure, with the exception of trade secrets, as defined by the Georgia Trade Secrets Act, which are protected for as long as they remain trade secrets.

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SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

          On October 24, 2007, the Board of Directors adopted an amendment to TSYS’ Bylaws eliminating the net earnings and earned surplus restrictions on distributions to shareholders and to provide that a distribution may not be made if, after giving it effect, the corporation is not able to pay its debts as they become due or the corporation’s total assets are less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy any preferential rights of shareholders whose preferential rights are superior to those receiving the distribution. The above summary of the amendment to the Bylaws is qualified in its entirety to the full text of the amended Bylaws, filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.

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FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2.1	Agreement and Plan of Distribution, dated as of October 25, 2007, by and among Synovus Financial Corp., Columbus Bank and Trust Company and Total System Services, Inc.
3.1	Bylaws Amendment
10.1	Form of Employee Matters Agreement
10.2	Form of Transition Services Agreement
10.3	Form of Tax Sharing Agreement
10.4	Form of Indemnification and Insurance Matters Agreement
10.5	Form of Master Confidential Disclosure Agreement

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SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOTAL SYSTEM SERVICES, INC.
 

/s/ Kathleen Moates  

Kathleen Moates 

Senior Deputy General Counsel 

Date: October 25, 2007

EXHIBIT INDEX

Exhibit
Number	Exhibit
2.1	Agreement and Plan of Distribution, dated as of October 25, 2007, by and among Synovus Financial Corp., Columbus Bank and Trust Company and Total System Services, Inc.
3.1	Bylaws Amendment
10.1	Form of Employee Matters Agreement
10.2	Form of Transition Services Agreement
10.3	Form of Tax Sharing Agreement
10.4	Form of Indemnification and Insurance Matters Agreement
10.5	Form of Master Confidential Disclosure Agreement

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF DISTRIBUTION

BY AND AMONG

SYNOVUS FINANCIAL CORP.,

COLUMBUS BANK AND TRUST COMPANY

AND

TOTAL SYSTEM SERVICES, INC.

DATED AS OF OCTOBER 25, 2007

TABLE OF CONTENTS

	Page
ARTICLE I. DEFINITIONS		2
Section 1.1 Definitions		2
Section 1.2 Reference; Interpretation		6
ARTICLE II. THE CASH DIVIDEND		7
Section 2.1 Determination of Stage 2 Board Meeting Date		7
Section 2.2 Declaration and Payment of the Cash Dividend		7
Section 2.3 Representations and Warranties by TSYS		8
Section 2.4 Stage 1 Conditions to the Cash Dividend		8
Section 2.5 Stage 2 Conditions to the Cash Dividend		9
ARTICLE III. THE DISTRIBUTIONS		10
Section 3.1 The First Distribution		10
Section 3.2 The Second Distribution		10
Section 3.3 Representations and Warranties by Synovus and CB&T		12
Section 3.4 Stage 1 Conditions to the Distributions		13
Section 3.5 Stage 2 Conditions to the Distributions		13
Section 3.6 Timing of the Cash Dividend and the Distributions		14
ARTICLE IV. DOCUMENTS TO BE DELIVERED AND OTHER STAGE 1 AND STAGE 2 ACTIONS		14
Section 4.1 Documents to be Delivered by Synovus		14
Section 4.2 Documents to be Delivered by CB&T		15
Section 4.3 Documents to be Delivered by TSYS		15
Section 4.4 Actions Prior to the Stage 1 Completion Date		15
ARTICLE V. COVENANTS AND OTHER MATTERS		16
Section 5.1 Other Agreements; Further Assurances		16
Section 5.2 Agreement for Exchange of Information		17
Section 5.3 Auditors and Audits; Annual and Quarterly Statements and Accounting		18
Section 5.4 Expenses		20
Section 5.5 Dispute Resolution		20
Section 5.6 Non-Solicitation of Employees		22
Section 5.7 Corporate Names; Trademarks		22
Section 5.8 Post-Distribution Remittances		24
Section 5.9 Privileged Matters		24
Section 5.10 Ownership of Information		26
Section 5.11 Conflict with Third-Party Agreements		26

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	Page
Section 5.12 Information Statement		26
Section 5.13 NYSE Notices		26
Section 5.14 Shared Contracts		26
Section 5.15 Confirmation of Tax Opinion		27
ARTICLE VI. MISCELLANEOUS		27
Section 6.1 Entire Agreement		27
Section 6.2 Governing Law		27
Section 6.3 Consent to Jurisdiction		27
Section 6.4 Termination		27
Section 6.5 Notices		28
Section 6.6 Counterparts		28
Section 6.7 Binding Effect; Assignment		28
Section 6.8 Severability		29
Section 6.9 Failure or Indulgence not Waiver		29
Section 6.10 Amendment		29
Section 6.11 Authority		29
Section 6.12 Subsidiaries		30
Section 6.13 Headings		30
Section 6.14 Survival of Agreements		30
Section 6.15 Conflicting Agreements		30

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EXHIBITS

Exhibit A	Form of King & Spalding Tax Opinion
Exhibit B	Form of Employee Matters Agreement
Exhibit C	Form of Tax Sharing Agreement
Exhibit D	Form of Transition Services Agreement
Exhibit E	Form of Master Confidential Disclosure Agreement
Exhibit F	Form of Indemnification and Insurance Matters Agreement
Exhibit G	Form of Assignment and Assumption Agreement
Exhibit H	Form of Amended and Restated Articles of Incorporation
Exhibit I	Form of Amended and Restated Bylaws – For Board Approval
Exhibit J	Form of Amended and Restated Bylaws – For Shareholder Approval

SCHEDULES

Schedule 5.6 Non-Solicitation of Employees Exceptions

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AGREEMENT AND PLAN OF DISTRIBUTION

     This AGREEMENT AND PLAN OF DISTRIBUTION (this “Agreement”), dated as of October 25, 2007, by and among Synovus Financial Corp., a Georgia corporation (“Synovus”), Columbus Bank and Trust Company, a Georgia bank and trust company (“CB&T”), and Total System Services, Inc., a Georgia corporation (“TSYS”). Synovus, CB&T and TSYS are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

     WHEREAS, as of the date hereof, CB&T owns approximately 81% of the outstanding shares of common stock, $0.10 par value, of TSYS (the “TSYS Common Stock”) and CB&T is a wholly-owned banking subsidiary of Synovus;

     WHEREAS, in connection with, and prior to, the Distributions (as defined below), TSYS has agreed, subject to the terms and conditions set forth in this Agreement, to declare and pay a dividend (the “Cash Dividend”) in an aggregate amount of $600,000,000.00 in respect of all outstanding shares of TSYS Common Stock, payable pro rata to the holders of such shares as of a record date prior to the record date of the First Distribution (as defined below) as determined by the Board of Directors of TSYS, or such committee of such Board of Directors as shall be designated to take such action by the Board of Directors of TSYS (the “Dividend Record Date”);

     WHEREAS, CB&T has agreed, subject to the terms and conditions set forth in this Agreement, to distribute to Synovus, as the holder of all the issued and outstanding shares of capital stock of CB&T as of the First Distribution Record Date (as defined below), all of the shares of TSYS Common Stock owned by CB&T (the “First Distribution”);

     WHEREAS, Synovus has agreed, subject to the terms and conditions set forth in this Agreement, to distribute on a pro rata basis (the “Second Distribution” and, together with the First Distribution, the “Distributions”) to the holders of the issued and outstanding shares of common stock, $1.00 par value, of Synovus (the “Synovus Common Stock”) as of the Second Distribution Record Date (as defined below) all of the shares of TSYS Common Stock owned by Synovus following the First Distribution;

     WHEREAS, Synovus, CB&T and TSYS intend that the Distributions will qualify as tax-free distributions under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”); and

     WHEREAS, the Parties have determined to set forth the principal corporate and other transactions required to effect the Cash Dividend and the Distributions and to set forth other agreements that will govern certain other matters prior to and following the Distributions.

     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the Parties agree as follows:

ARTICLE I.

DEFINITIONS

     Section 1.1 Definitions. Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:

                    (a) “Action” means any demand, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.

                    (b) “Affiliate” shall mean, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purposes of this definition “control”, when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.

                    (c) “Agreement” shall mean this Agreement.

                    (d) “Ancillary Agreements” shall mean, collectively, the Employee Matters Agreement, the Tax Sharing Agreement, the Transition Services Agreement, the Confidential Disclosure Agreement, the Indemnification and Insurance Matters Agreement and the Assignment and Assumption Agreement, together with all other agreements and documents contemplated by such agreements.

                    (e) “Assignment and Assumption Agreement” shall have the meaning set forth in Section 4.1(f).

                    (f) “Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions located in the City of Columbus, Georgia are authorized or obligated by Law to close.

                    (g) “Cash Dividend” has the meaning set forth in the Recitals.

                    (h) “CB&T” has the meaning set forth in the preamble to this Agreement.

                    (i) “Code” has the meaning set forth in the Recitals.

                    (j) “Commission” means the Securities and Exchange Commission.

                    (k) “Confidential Disclosure Agreement” has the meaning set forth in Section 4.1(d).

                    (l) “Declaration Date” means the date on which (i) the Board of Directors of TSYS, or such committee of such Board of Directors as shall be designated to take such action

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by the Board of Directors of TSYS, has authorized and declared the Cash Dividend and established the Dividend Record Date, (ii) the Board of Directors of CB&T, or such committee of such Board of Directors as shall be designated to take such action by the Board of Directors of CB&T, has authorized and declared the First Distribution and established the First Distribution Record Date and (iii) the Board of Directors of Synovus, or such committee of such Board of Directors as shall be designated to take such action by the Board of Directors of Synovus, has authorized and declared the Second Distribution and established the Second Distribution Record Date.

                    (m) “Dispute Notice” has the meaning set forth in Section 5.5(a).

                    (n) “Disputes” has the meaning set forth in Section 5.5.

                    (o) “Disputing Parties” has the meaning set forth in Section 5.5(a).

                    (p) “Distributions” has the meaning set forth in the Recitals.

                    (q) “Distribution Date” shall mean such date as shall be mutually agreed to by the Board of Directors of Synovus (or a properly designated committee thereof) and the Board of Directors of TSYS (or a properly designated committee thereof) pursuant to Section 3.6.

                    (r) “Dividend Record Date” has the meaning set forth in the Recitals.

                    (s) “Effective Time” shall mean 11:59 p.m., Columbus, Georgia time, on the Distribution Date.

                    (t) “Employee Matters Agreement” has the meaning set forth in Section 4.1(a).

                    (u) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                    (v) “FICG” has the meaning set forth in Section 3.3(c).

                    (w) “First Distribution” has the meaning set forth in the Recitals.

                    (x) “First Distribution Record Date” means the close of business on such date as may be determined by the Board of Directors of CB&T, or such committee of such Board of Directors as shall be designated to take such action by the Board of Directors of CB&T, as the record date for determining the stockholders of CB&T entitled to receive shares of TSYS Common Stock in the First Distribution.

                    (y) “GBCC” means the Georgia Business Corporation Code, as amended.

                    (z) “Governmental Approvals” means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority, as required by Law.

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                    (aa) “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the NYSE or other regulatory, administrative or governmental authority.

                    (bb) “Information” means information, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, memos and other materials and financial, employee or business information or data; but, for the avoidance of doubt, Information shall not include any Trade Secrets (as defined in the Confidential Disclosure Agreement), patentable inventions, computer programs (whether in source code or object code form) or documentation related to computer programs.

                    (cc) “Information Statement” means the Information Statement filed with the Commission and mailed to the holders of shares of Synovus Common Stock in connection with the Distributions, including any amendments or supplements thereto.

                    (dd) “Indemnification and Insurance Matters Agreement” shall have the meaning set forth in Section 4.1(e)

                    (ee) “Law” means all applicable laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

                    (ff) “NYSE” means the New York Stock Exchange.

                    (gg) “Party” is defined in the preamble to this Agreement.

                    (hh) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or entity and a governmental entity or any department, agency or political subdivision thereof.

                    (ii) “Privileged Parties” has the meaning set forth in Section 5.9(c).

                    (jj) “Proxy Statement” means the proxy statement to be mailed to the holders of TSYS Common Stock in connection with the meeting to be called to consider the adoption of the Amended and Restated Articles of Incorporation of TSYS and the approval of the Amended and Restated Bylaws of TSYS, as contemplated in Section 4.4(a).

                    (kk) “Representatives” means, with respect to any Person, any of such Person’s directors, officers, members, employees, agents, consultants, advisors, accountants, attorneys and representatives.

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                    (ll) “Restricted Assignment Period” means the period extending from the date of this Agreement to the later of (x) six (6) years from the Distribution Date, and (y) six (6) months after the date on which there has been a Final Determination with respect to Taxes (each as defined in the Tax Sharing Agreement) for all periods that end on or before, and for all periods that include, the Distribution Date.

                    (mm) “Rules” has the meaning set forth in Section 5.5(c).

                    (nn) “Second Distribution” has the meaning set forth in the Recitals.

                    (oo) “Second Distribution Record Date” means the close of business on such date as may be determined by the Board of Directors of Synovus, or such committee of such Board of Directors as shall be designated to take such action by the Board of Directors of Synovus, as the record date for determining the stockholders of Synovus entitled to receive shares of TSYS Common Stock in the Second Distribution.

                    (pp) “Shared Contracts” means all of the agreements provided on that certain disclosure letter exchanged between the Parties or their counsel dated the date hereof and any other agreement, contract, lease, arrangement or commitment that relates both to the Synovus Business and the TSYS Business that both Parties, in good faith, mutually agree in writing to be a Shared Contract.

                    (qq) “Stage 1 Completion Date” has the meaning set forth in Section 2.1

                    (rr) “Stage 2 Board Meeting Date” has the meaning set forth in Section 2.1.

                    (ss) “Subsidiary” means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person or its Subsidiaries owns, directly or indirectly, more than 50% of the aggregate voting power of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body.

                    (tt) “Synovus” has the meaning set forth in the preamble to this Agreement.

                    (uu) “Synovus Agent” has the meaning set forth in Section 3.2(a).

                    (vv) “Synovus and CB&T Archive Material” has the meaning set forth in Section 5.7(d).

                    (ww) “Synovus and CB&T Marks” has the meaning set forth in Section 5.7(a).

                    (xx) “Synovus Auditors” has the meaning set forth in Section 5.3(a).

                    (yy) “Synovus Business” means each and every business conducted at any time by Synovus and its Subsidiaries, including each and every business conducted in the past and each and every business which has been discontinued, sold or transferred, but excluding the TSYS Business.

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                    (zz) “Synovus Common Stock” has the meaning set forth in the Recitals.

                    (aaa) “Synovus Stage 1 Officer’s Certificate” has the meaning set forth in Section 2.1.

                    (bbb) “Synovus Stage 2 Officer’s Certificate” has the meaning set forth in Section 2.2.

                    (ccc) “Tax Opinion” has the meaning set forth in Section 2.5(c).

                    (ddd) “Tax Sharing Agreement” has the meaning set forth in Section 4.1(b).

                    (eee) “Third Party” means a Person who is not a party hereto or a Subsidiary thereof.

                    (fff) “Third Party Consents” has the meaning set forth in Section 4.4(c).

                    (ggg) “Transition Services Agreement” has the meaning set forth in Section 4.1(c).

                    (hhh) “TSYS” has the meaning set forth in the preamble to this Agreement.

                    (iii) “TSYS Agent” has the meaning set forth in Section 2.2(b).

                    (jjj) “TSYS Archive Material” has the meaning set forth in Section 5.7(b).

                    (kkk) “TSYS Auditors” has the meaning set forth in Section 5.3(a).

                    (lll) “TSYS Business” means each and every business conducted at any time by TSYS and its Subsidiaries, including each and every business conducted in the past and each and every business which has been discontinued, sold or transferred.

                    (mmm) “TSYS Common Stock” has the meaning set forth in the Recitals.

                    (nnn) “TSYS Marks” has the meaning set forth in Section 5.7(c).

                    (ooo) “TSYS Stage 1 Officer’s Certificate” has the meaning set forth in Section 2.1.

                    (ppp) “TSYS Stage 2 Officer’s Certificate” has the meaning set forth in Section 3.1(a).

     Section 1.2 Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of

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similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. Neither this Agreement nor any Ancillary Agreement shall be construed against any Party as the principal draftsperson hereof or thereof.

ARTICLE II.

THE CASH DIVIDEND

     Section 2.1 Determination of Stage 2 Board Meeting Date. Upon (i) the receipt by TSYS of a certificate executed by the Chief Executive Officer or the Chief Financial Officer of Synovus to the effect that (x) all of the conditions to the Distributions set forth in Section 3.4 (other than the condition set forth in Section 3.4(a)) have been satisfied or waived and (y) the representations and warranties set forth in Section 3.3(a) and Section 3.3(c) are true and correct as of such date (the “Synovus Stage 1 Officer’s Certificate”) and (ii) the receipt by Synovus of a certificate executed by the Chief Executive Officer or the Chief Financial Officer of TSYS to the effect that (x) all of the conditions to the Cash Dividend set forth in Section 2.4 (other than the condition set forth in Section 2.4(a)) have been satisfied or waived and (y) the representations and warranties set forth in Section 2.3(a) are true and correct as of such date (the “TSYS Stage 1 Officer’s Certificate”) (the date on which the events in clauses (i) and (ii) occur is referred to as the “Stage 1 Completion Date”), the Parties shall coordinate and come to a mutual agreement as to the date on which their respective Boards of Directors or properly designated committees thereof will consider authorization of the Cash Dividend, the First Distribution and the Second Distribution, as applicable, which date shall be no later than five Business Days after the Stage 1 Completion Date (such agreed upon date, or if no agreement is reached, the fifth Business Day after the Stage 1 Completion Date, is referred to as the “Stage 2 Board Meeting Date”) .

     Section 2.2 Declaration and Payment of the Cash Dividend. Subject to (i) the satisfaction or waiver of the additional conditions to the Cash Dividend set forth in Section 2.5 on or prior to the Stage 2 Board Meeting Date and (ii) the receipt by TSYS of a certificate executed by the Chief Executive Officer or the Chief Financial Officer of Synovus to the effect that all of the additional conditions to the Distributions set forth in Section 3.5 (other than the additional condition set forth in Section 3.5(a)) have been satisfied or waived as of the Stage 2 Board Meeting Date (the “Synovus Stage 2 Officer’s Certificate”), TSYS will authorize and declare the Cash Dividend as a cash dividend in respect of the shares of TSYS Common Stock outstanding on the Dividend Record Date, payable to the holders of such shares on a pro rata basis, and will publicly announce the Cash Dividend in a joint announcement with Synovus announcing the Distributions, such authorization, declaration and announcement contingent upon and subject to written confirmation from the Chief Executive Officer or the Chief Financial Officer of Synovus that (x) on the same day the Board of Directors of Synovus (or a properly designated committee thereof) authorized the Distributions and (y) the representations and warranties in Section 3.3(b) and Section 3.3(d) are true and correct as of such date. To the extent the Cash Dividend is payable pursuant hereto, TSYS will pay the Cash Dividend at such time as is determined pursuant to Section 3.6 hereof as follows:

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                    (a) Payment to CB&T. TSYS will pay to CB&T, to such account specified in writing by CB&T, a portion of the Cash Dividend (rounded to the nearest cent) equal to the aggregate Cash Dividend multiplied by a fraction, the numerator of which is the number of shares of TSYS Common Stock owned of record by CB&T on the Dividend Record Date and the denominator of which is the total number of issued and outstanding shares of TSYS Common Stock on the Dividend Record Date; and

                    (b) Payment to Other Shareholders. TSYS will (i) deposit with TSYS’s stock transfer agent (the “TSYS Agent”) the remainder of the Cash Dividend concurrently with the payment of a portion of the Cash Dividend to CB&T, for the benefit of the holders of record on the Dividend Record Date of the TSYS Common Stock (other than CB&T), and (ii) authorize and direct the TSYS Agent to pay, on or as soon as possible following the Distribution Date, to each holder of record of shares of TSYS Common Stock on the Dividend Record Date (other than CB&T) a portion of the Cash Dividend (rounded to the nearest cent) equal to the Cash Dividend multiplied by a fraction, the numerator of which is the number of shares of TSYS Common Stock owned of record by such holder on the Dividend Record Date and the denominator of which is the total number of issued and outstanding shares of TSYS Common Stock on the Dividend Record Date.

All payments and deposits made by TSYS under this Section 2.2 shall be made by wire transfer of immediately available funds.

     Section 2.3 Representations and Warranties by TSYS.

                    (a) TSYS represents and warrants to Synovus and CB&T, as of the date hereof, that the Board of Directors of TSYS, or such committee of such Board of Directors as shall have been properly designated to take such action by the Board of Directors of TSYS, (i) has made the determinations that would have been required of it pursuant to the GBCC, including Section 14-2-640 of the GBCC, as if the Cash Dividend, including the amount thereof, had been authorized as of the date of this Agreement and (ii) has determined that this Agreement and the transactions contemplated hereby, including the Cash Dividend, are in the best interests of TSYS and its shareholders.

                    (b) TSYS represents and warrants to Synovus and CB&T, as of the Declaration Date, that the Board of Directors of TSYS, or such committee of such Board of Directors as shall have been properly designated to take such action by the Board of Directors of TSYS, will (i) have made the determinations required of it pursuant to the GBCC, including Section 14-2-640 of the GBCC, with respect to the authorization of the Cash Dividend, including the amount thereof, (ii) have authorized the Cash Dividend in accordance with the GBCC, which authorization is in full force and effect under the GBCC and (iii) not have determined that, as a result of a change in facts, events or circumstances occurring after the date of this Agreement, this Agreement and the transactions contemplated hereby, including the Cash Dividend, are not in the best interests of TSYS and its shareholders.

     Section 2.4 Stage 1 Conditions to the Cash Dividend. The following are conditions to the authorization and declaration of the Cash Dividend that are to be satisfied or waived at or prior to the Stage 1 Completion Date. The conditions are for the sole benefit of TSYS and shall

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not give rise to or create any duty on the part of TSYS or the Board of Directors of TSYS (or any committee of such Board) to waive or not waive any such condition.

          (a) Representations and Warranties. The representations and warranties of Synovus set forth in Section 3.3(a) and the representations and warranties of CB&T set forth in Section 3.3(c) shall be true and correct;

          (b) Organizational Documents. The Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws—For Shareholder Approval shall have been approved and adopted (each to be effective as of the Effective Time) by the requisite vote of the holders of TSYS Common Stock;

          (c) Government Approvals. Any material Governmental Approvals necessary to consummate the Distributions, including the approval of the Georgia Department of Banking & Finance, shall have been obtained and be in full force and effect;

          (d) No Legal Restraints. No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Cash Dividend or the Distributions shall be in effect or be threatened by any Governmental Authority; and

          (e) No Abandonment of the Distributions. This Agreement shall have not been terminated, nor the Distributions or the Cash Dividend abandoned, by Synovus or TSYS pursuant to Section 6.4.

     Section 2.5 Stage 2 Conditions to the Cash Dividend. The following are additional conditions to the authorization and declaration of the Cash Dividend that are to be satisfied or waived at or prior to the Stage 2 Board Meeting Date. The conditions are for the sole benefit of TSYS and shall not give rise to or create any duty on the part of TSYS or the Board of Directors of TSYS (or any committee of such Board) to waive or not waive any such condition.

          (a) Representations and Warranties. The representations and warranties of Synovus set forth in Section 3.3(b) and the representations and warranties of CB&T set forth in Section 3.3(d) shall be true and correct;

          (b) GBCC. The Board of Directors of TSYS, or such committee of such Board of Directors as shall have been properly designated to take such action by the Board of Directors of TSYS, shall have made the determinations required of it pursuant to the GBCC, including Section 14-2-640 of the GBCC, with respect to the authorization of the Cash Dividend, including the amount thereof;

          (c) Tax Opinion. Synovus shall have obtained and delivered to TSYS an opinion from King & Spalding LLP, substantially in the form attached hereto as Exhibit A (the “Tax Opinion”), which Tax Opinion shall provide that it may be relied upon by TSYS;

          (d) Ancillary Agreements. Synovus shall have delivered to TSYS executed copies of each of the Ancillary Agreements, executed by Synovus and CB&T (or their respective Subsidiaries), as applicable, in each case effective as of the Effective Time;

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          (e) Government Approvals. Any material Governmental Approvals necessary to consummate the Distributions, including the approval of the Georgia Department of Banking & Finance, shall have been obtained and be in full force and effect;

          (f) No Legal Restraints. No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Cash Dividend or the Distributions shall be in effect or be threatened by any Governmental Authority; and

          (g) No Abandonment of the Distributions. This Agreement shall have not been terminated, nor the Cash Dividend or the Distributions abandoned, by Synovus or TSYS pursuant to Section 6.4.

ARTICLE III.

THE DISTRIBUTIONS

     Section 3.1 The First Distribution.

          (a) Authorization of the First Distribution. Subject to (i) the satisfaction or waiver of the additional conditions to the Distributions set forth in Section 3.5 on or prior to the Stage 2 Board Meeting Date and (ii) the receipt by Synovus of a certificate executed by the Chief Executive Officer or the Chief Financial Officer of TSYS to the effect that all of the additional conditions to the Cash Dividend set forth in Section 2.5 (other than the additional condition set forth in Section 2.5(a)) have been satisfied or waived as of the Stage 2 Board Meeting Date (the “TSYS Stage 2 Officer’s Certificate”), CB&T will authorize and declare the First Distribution, payable to Synovus, as the sole shareholder of CB&T on the First Distribution Record Date, contingent upon and subject to written confirmation from the Chief Executive Officer or the Chief Financial Officer of TSYS that (x) on the same day the Board of Directors of TSYS (or a properly designated committee thereof) authorized and declared the Cash Dividend, and (y) the representations and warranties set forth in Section 2.3(b) are true and correct as of such date.

          (b) Delivery of Shares for First Distribution. On or prior to the Distribution Date, but following the Dividend Record Date and prior to the Second Distribution, CB&T will deliver to Synovus a certificate or certificates, endorsed in blank, representing all of the outstanding shares of TSYS Common Stock then owned by CB&T.

     Section 3.2 The Second Distribution.

          (a) Authorization of the Second Distribution. Subject to (i) the satisfaction or waiver of the additional conditions to the Distributions set forth in Section 3.5 on or prior to the Stage 2 Board Meeting Date and (ii) the receipt by Synovus of the TSYS Stage 2 Officer’s Certificate, Synovus will authorize and declare the Second Distribution, contingent upon and subject to written confirmation from the Chief Executive Officer or the Chief Financial Officer of TSYS that (x) on the same day the Board of Directors of TSYS (or a properly designated committee thereof) authorized and declared the Cash Dividend and (y) the representations and warranties in Section 2.3(b) are true and correct as of such date. On or prior to the Distribution

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Date, and immediately following the First Distribution, Synovus shall deliver to Synovus’s stock transfer agent (the “Synovus Agent”) a certificate or certificates representing all of the outstanding shares of TSYS Common Stock then owned by Synovus, endorsed by Synovus in blank, for the benefit of the holders of the Synovus Common Stock on the Second Distribution Record Date, and Synovus shall authorize the Synovus Agent to distribute, on or as soon as practicable following the Distribution Date, such shares of TSYS Common Stock to holders of record of shares of Synovus Common Stock on the Second Distribution Record Date as further contemplated hereby. TSYS shall provide any share certificates that the Synovus Agent shall require in order to effect the Distributions.

          (b) Distribution of Shares in the Second Distribution. Each record holder of Synovus Common Stock on the Second Distribution Record Date (or such holder’s designated transferee) will be entitled to receive in the Second Distribution a number of shares of TSYS Common Stock, subject to Section 3.2(c), equal to the number of shares of TSYS Common Stock beneficially owned by Synovus on the Second Distribution Record Date (immediately following the First Distribution) multiplied by a fraction, the numerator of which is the number of shares of Synovus Common Stock held of record by such holder on the Second Distribution Record Date and the denominator of which is the number of shares of Synovus Common Stock outstanding on the Second Distribution Record Date. Notwithstanding anything to the contrary herein, the shares of TSYS Common Stock distributed in the Second Distribution will be distributed only pursuant to a book entry system. Synovus shall authorize the Synovus Agent to deliver the shares of TSYS Common Stock previously delivered to the Synovus Agent to a depositary and to mail to each holder of record of Synovus Common Stock on the Second Distribution Record Date a statement of the whole shares of TSYS Common Stock credited to such holder’s account. If following the Second Distribution a holder of TSYS Common Stock requests physical certificates instead of participating in the book entry system, the TSYS Agent will issue certificates for such shares.

          (c) Fractional Shares. Each record holder of Synovus Common Stock who, after aggregating the number of shares of TSYS Common Stock (or fractions thereof) to which such stockholder otherwise would be entitled on the Second Distribution Record Date would be entitled to receive a fraction of a share of TSYS Common Stock in the Second Distribution, will receive cash in lieu of fractional shares. Fractional shares of TSYS Common Stock will not be distributed in the Second Distribution nor credited to book-entry accounts. The TSYS Agent shall, as soon as practicable after the Distribution Date, (i) aggregate all such fractional shares into whole shares and sell whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (ii) distribute to each such record holder such holder’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of TSYS Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. TSYS shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the TSYS Agent. None of Synovus, TSYS or the TSYS Agent will guarantee any minimum sale price for the fractional shares of TSYS Common Stock. Neither Synovus nor TSYS will pay any interest on the proceeds from the sale of fractional shares. The TSYS Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine

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when, how and at what price to sell such shares. Neither the TSYS Agent nor the selected broker-dealer will be Affiliates of Synovus or TSYS.

          (d) Obligation to Provide Information. TSYS, CB&T and Synovus, as the case may be, will provide to the Synovus Agent all share certificates and any information required in order to complete the Distributions on the basis specified above.

          (e) TSYS Under No Obligation to Issue Shares. Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, TSYS shall not be required to issue any shares of TSYS Common Stock (whether new or from treasury), purchase any shares of TSYS Common Stock on the open market or in any other transactions, pay any indemnity or expend any funds to make whole, in each case in order to satisfy any pending or actual claim, loss or liability related to a Synovus shareholder (or former shareholder) not receiving the number of shares of TSYS Common Stock such shareholder was entitled to receive as part of the Distributions (whether or not a shareholder on the Distribution Record Date).

     Section 3.3 Representations and Warranties by Synovus and CB&T.

          (a) Synovus represents and warrants to TSYS, as of the date hereof, that the Board of Directors of Synovus, or such committee of such Board of Directors as shall have been properly designated to take such action by the Board of Directors of Synovus, (i) has made the determinations that would have been required of it pursuant to the GBCC, including Section 14-2-640 of the GBCC, as if the Second Distribution had been authorized as of the date of this Agreement and (ii) has determined that this Agreement and the transactions contemplated hereby, including the Distributions, are in the best interests of Synovus and its shareholders.

          (b) Synovus represents and warrants to TSYS, as of the Declaration Date, that the Board of Directors of Synovus, or such committee of such Board of Directors as shall have been properly designated to take such action by the Board of Directors of Synovus, will (i) have made the determinations required of it pursuant to the GBCC, including Section 14-2-640 of the GBCC, with respect to the authorization of the Second Distribution, (ii) have authorized the Second Distribution in accordance with the GBCC, which authorization is in full force and effect under the GBCC and (iii) not have determined that, as a result of a change in facts, events or circumstances occurring after the date of this Agreement, this Agreement and the transactions contemplated hereby, including the Distributions, are not in the best interests of Synovus and its shareholders.

          (c) CB&T represents and warrants to TSYS, as of the date hereof, that, subject to the approval by the Georgia Department of Banking and Finance, the Board of Directors of CB&T, or such committee of such Board of Directors as shall have been properly designated to take such action by the Board of Directors of CB&T, has made the determinations that would have been required of it pursuant to the Financial Institutions Code of Georgia (the “FICG”), including Sections 7-1-460 and 7-1-461(c) of the FICG, as if the First Distribution had been authorized as of the date of this Agreement.

          (d) CB&T represents and warrants to TSYS, as of the Declaration Date, that the Board of Directors of CB&T, or such committee of such Board of Directors as shall have

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been properly designated to take such action by the Board of Directors of CB&T, will have (i) made the determinations required of it pursuant to the FICG, including Sections 7-1-460 and 7-1-461(c) of the FICG, with respect to the authorization of the First Distribution, and (ii) authorized the First Distribution in accordance with the FICG, which authorization is in full force and effect under the FICG.

     Section 3.4 Stage 1 Conditions to the Distributions. The following are conditions to the authorization of the Distributions that are to be satisfied or waived at or prior to the Stage 1 Completion Date. The conditions are for the sole benefit of Synovus and shall not give rise to or create any duty on the part of Synovus or the Board of Directors of Synovus (or any committee of such Board) to waive or not waive any such condition.

          (a) Representations and Warranties. The representations and warranties of TSYS set forth in Section 2.3(a) shall be true and correct;

          (b) Government Approvals. Any material Governmental Approvals necessary to consummate the Distributions, including the approval of the Georgia Department of Banking & Finance, shall have been obtained and be in full force and effect;

          (c) No Legal Restraints. No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Cash Dividend or the Distributions shall be in effect or be threatened by any Governmental Authority; and

          (d) No Abandonment of the Distributions. This Agreement shall have not been terminated, nor the Cash Dividend or the Distributions abandoned, by Synovus or TSYS pursuant to Section 6.4.

     Section 3.5 Stage 2 Conditions to the Distributions. The following are additional conditions to the authorization of the Distributions that are to be satisfied or waived at or prior to the Stage 2 Board Meeting Date. The conditions are for the sole benefit of Synovus and shall not give rise to or create any duty on the part of Synovus or the Board of Directors of Synovus (or any committee of such Board) to waive or not waive any such condition.

          (a) Representations and Warranties. The representations and warranties of TSYS set forth in Section 2.3(b) shall be true and correct;

          (b) GBCC. The Boards of Directors of CB&T and Synovus, respectively (or properly designated committees thereof), shall have made the determinations required of them pursuant to the GBCC and the FICG, as applicable, including Section 14-2-640 of the GBCC and Sections 7-1-640 and 7-1-461(c) of the FICG, as applicable, with respect to the First Distribution and the Second Distribution, respectively;

          (c) Tax Opinion. Synovus shall have obtained the Tax Opinion;

          (d) Ancillary Agreements. TSYS shall have delivered to Synovus executed copies of each of the Ancillary Agreements, in each case effective as of the Effective Time;

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          (e) Government Approvals. Any material Governmental Approvals and consents necessary to consummate the Distributions, including the approval of the Georgia Department of Banking & Finance, shall have been obtained and be in full force and effect;

          (f) No Legal Restraints. No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Cash Dividend or the Distributions shall be in effect or be threatened by any Governmental Authority; and

          (g) No Abandonment of the Distributions. This Agreement shall have not been terminated, nor the Cash Dividend or the Distributions abandoned, by Synovus or TSYS pursuant to Section 6.4.

     Section 3.6 Timing of the Cash Dividend and the Distributions. Notwithstanding anything to the contrary herein, the timing of the Cash Dividend, the Distributions and the Distribution Date shall be mutually agreed to by the Board of Directors of Synovus (or a properly designated committee thereof) and the Board of Directors of TSYS (or a properly designated committee thereof), but in no event shall the Dividend Record Date, if the Cash Dividend and Distributions shall be declared pursuant to this Agreement, be (a) later than thirty (30) days after the Stage 2 Board Meeting Date or (b) after the First Distribution Record Date. The Parties shall coordinate and agree on the payment date for the Cash Dividend in order to, after taking legal, accounting and other regulatory matters into account, minimize the time between the date of payment of the Cash Dividend and the Distribution Date. Notwithstanding anything to the contrary in this Agreement, but subject to Section 6.4, the Parties shall use their respective commercially reasonable efforts to effect the Distributions on, and establish the Distribution Date as of, December 31, 2007, prior to the close of business.

ARTICLE IV.

DOCUMENTS TO BE DELIVERED AND OTHER STAGE 1 AND STAGE 2 ACTIONS

     Section 4.1 Documents to be Delivered by Synovus. On or prior to the Stage 2 Board Meeting Date, Synovus will deliver, or will cause its appropriate Subsidiaries to deliver, to TSYS and CB&T, as appropriate, all of the following items and agreements, each of which will be effective as of the Effective Time:

          (a) A duly executed Employee Matters Agreement substantially in the form attached hereto as Exhibit B (the “Employee Matters Agreement”);

          (b) A duly executed Tax Sharing Agreement substantially in the form attached hereto as Exhibit C (the “Tax Sharing Agreement”);

          (c) A duly executed Transition Services Agreement substantially in the form attached hereto as Exhibit D (the “Transition Services Agreement”);

          (d) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as Exhibit E (the “Confidential Disclosure Agreement”);

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          (e) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as Exhibit F (the “Indemnification and Insurance Matters Agreement”);

          (f) A duly executed assignment and assumption agreement, substantially in the form attached hereto as Exhibit G (the “Assignment and Assumption Agreement”);

          (g) Resignations of each person who is an officer of Synovus or any of its Subsidiaries (other than TSYS and its Subsidiaries), immediately prior to the Effective Time, and who will be an employee of TSYS from and after the Effective Time;

          (h) the Tax Opinion; and

          (i) Such other agreements, documents or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof.

     Section 4.2 Documents to be Delivered by CB&T. On or prior to the Stage 2 Board Meeting Date, CB&T will, or will cause its appropriate Subsidiaries to, deliver to Synovus and TSYS, as appropriate, all of the following items and agreements, each of which will be effective as of the Effective Time:

          (a) Duly executed counterparts of each agreement or instrument referred to in Section 4.1 to which CB&T or any of its appropriate Subsidiaries is a party; and

          (b) Resignations of each person who is an officer of CB&T or any of its Subsidiaries (other than TSYS and its Subsidiaries), immediately prior to the Effective Time, and who will be an employee of TSYS from and after the Effective Time.

     Section 4.3 Documents to be Delivered by TSYS. On or prior to the Stage 2 Board Meeting Date, TSYS will, or will cause its appropriate Subsidiaries to, deliver to Synovus and CB&T, as appropriate, all of the following items and agreements:

          (a) Duly executed counterparts of each agreement or instrument referred to in Section 4.1 to which TSYS or any of its appropriate Subsidiaries is a party; and

          (b) Resignations of each person who is an officer of TSYS or any of its Subsidiaries, immediately prior to the Effective Time, and who will be an employee of Synovus or CB&T from and after the Effective Time.

     Section 4.4 Actions Prior to the Stage 1 Completion Date.

          (a) Charter; Bylaws. On or prior to the Stage 1 Completion Date, TSYS, CB&T and Synovus shall have taken all necessary actions to provide for the adoption by TSYS of the Amended and Restated Articles of Incorporation of TSYS attached hereto as Exhibit H and the Amended and Restated Bylaws of TSYS attached hereto as Exhibit I (amendments to be adopted by the Board of Directors of TSYS) and Exhibit J (additional amendments to be adopted by the holders of TSYS Common Stock), including, at every meeting of the shareholders of TSYS called between the date hereof and the Distribution Date, and at every postponement or

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adjournment thereof, CB&T voting all of the shares held by CB&T (and Synovus agrees to cause such vote) to be voted in favor of the adoption and approval of such amendments. In addition, CB&T shall vote all shares held by CB&T (and Synovus agrees to cause such vote) in favor of a proposed TSYS 2008 omnibus equity compensation plan in substantially the form previously provided to CB&T.

          (b) Proxy Statement. TSYS will, as promptly as possible after the date of this Agreement, prepare and file with the Commission the Proxy Statement, and TSYS shall use its reasonable commercial efforts to obtain all necessary approvals, if any, from the Commission with respect thereto as soon as practicable. Without limiting the foregoing, TSYS shall use all commercially reasonable efforts to respond to the comments of the Commission and to cause the Proxy Statement to be mailed to the holders of TSYS Common Stock at the earliest practical time. TSYS will notify Synovus promptly of the receipt of the comments of the Commission, if any, and of any request by the Commission for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply Synovus with copies of all correspondence between TSYS or its Representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Proxy Statement. TSYS shall provide Synovus with an opportunity to review and comment upon the Proxy Statement and any amendment or supplement to the Proxy Statement. Synovus and TSYS will jointly prepare, and TSYS will, to the extent required under applicable Law, file with the Commission any additional documentation which Synovus and TSYS determine is necessary or desirable to effectuate the Distributions, and Synovus and TSYS shall each use its reasonable commercial efforts to obtain all necessary approvals, if any, from the Commission with respect thereto as soon as practicable.

          (c) Consents. Each Party shall use its commercially reasonable efforts (i) to obtain such approvals from any Governmental Authority and (ii) to obtain such consents (collectively, the “Third Party Consents”), from, and deliver such notices to, any Third Party to a material contract, agreement or other instrument to which such Party or its Subsidiary is a party or by which such Party’s or its Subsidiary’s assets are bound, as are necessary to avoid any breach, default or violation of such contract, agreement, other instrument or Law in connection with the transactions contemplated hereby; provided, however, that no Party shall be obligated to pay any consideration therefor (except for filing fees or other similar charges) to any Third Party from whom such consent or approval is requested.

ARTICLE V.

COVENANTS AND OTHER MATTERS

     Section 5.1 Other Agreements; Further Assurances. In addition to the specific agreements, documents and instruments annexed to this Agreement, Synovus, CB&T and TSYS agree to execute or cause to be executed by the appropriate parties and deliver, as appropriate, such other agreements, instruments and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Ancillary Agreements. Furthermore, in addition to the actions specifically provided for elsewhere in this Agreement but subject to Section 6.4, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

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     Section 5.2 Agreement for Exchange of Information. Each of Synovus, CB&T and TSYS agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such Party that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement or (iv) for a period of eighteen (18) months after the Distribution Date, in connection with the ongoing businesses of Synovus, CB&T or TSYS, as the case may be; provided, however, that if any Party (acting reasonably and in good faith) determines that any such provision of Information would be reasonably likely to be commercially detrimental to it or its Affiliates, violate any Law or agreement, or waive any attorney-client privilege, the Parties shall take commercially reasonable measures to permit the compliance with such obligations in a manner that does not require the disclosure of such Information.

          (a) Internal Accounting Controls; Financial Information. From and after the Distribution Date until the date that is eighteen (18) months following the Distribution Date, each Party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the extent necessary to enable the other Party to satisfy its reporting, accounting, audit and other similar obligations. From and after the Distribution Date until the date that is twenty-seven (27) months following the Distribution Date, each Party shall provide, or cause to be provided, to the other Party and its Subsidiaries in such form as such requesting Party shall request, with all reasonable out-of-pocket costs and expenses incurred to be paid by the requesting Party, all financial and other data and information as the requesting Party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority, including management’s report on internal control over financial reporting contained in the requesting Party’s annual report on Form 10-K and the related auditor opinion on internal control over financial reporting. In the event that a Party determines that the other Party has a potential significant deficiency or material weakness in internal control over financial reporting that impacts the Party’s internal control over financial reporting, the Party shall so notify the other Party and the Parties shall jointly consider the plan to remediate any such potential significant deficiency or material weakness.

          (b) Ownership of Information. Any Information owned by a Party that is provided to a requesting Party pursuant to this Section 5.2 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

          (c) Record Retention. Except as otherwise provided in Section 17.2 of the Employee Matters Agreement with respect to the sharing of certain employee records or Section 5.9 of the Tax Sharing Agreement with respect to tax related books and records, to facilitate the possible exchange of Information pursuant to this Section 5.2 and other provisions of this Agreement after the Distribution Date, each Party agrees to use its reasonable commercial efforts

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to retain all Information in their respective possession or control on the Distribution Date substantially in accordance with their respective policies as in effect on the Distribution Date. However, except as set forth in the Tax Sharing Agreement, at any time after the Distribution Date, each Party may amend their respective record retention policies at such Party’s discretion; provided, however, that if a Party desires to effect the amendment within three (3) years after the Distribution Date, the amending Party must give thirty (30) days prior written notice of such change in the policy to the other Parties to this Agreement. No Party will destroy, or permit any of its Subsidiaries to destroy, any Information that exists on the Distribution Date (other than Information that is permitted to be destroyed under the current record retention policy of such Party) without first using its reasonable commercial efforts to notify the other Party of the proposed destruction and giving the other Party the opportunity to take possession of such Information prior to such destruction.

          (d) Limitation of Liability. No Party shall have any liability to any other Party if any Information exchanged or provided pursuant to this Section is found to be inaccurate, in the absence of willful misconduct by the Party providing such Information. No Party shall have any liability to any other Party if any Information is destroyed or lost after reasonable commercial efforts by such Party to comply with the provisions of Section 5.2(c).

          (e) Other Agreements Providing For Exchange of Information. The rights and obligations granted under this Section 5.2 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement, any Ancillary Agreement or any other agreement between any of the Parties.

          (f) Production of Witnesses; Records; Cooperation. Subject to Section 5.9, except in the case of a legal or other proceeding by one Party against another Party (which shall be governed by such discovery rules as may be applicable under Section 5.5 or otherwise), each Party shall use its reasonable commercial efforts to make available to each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such Party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith. Notwithstanding anything in this Section 5.2(f) to the contrary, no Party shall be obliged to make available to any other Party any Trade Secrets (as defined in the Confidential Disclosure Agreement), patentable inventions or computer programs (whether in source code or object code form), or documentation related to computer programs.

     Section 5.3 Auditors and Audits; Annual and Quarterly Statements and Accounting. Each Party agrees that, for so long as Synovus is required in accordance with United States generally accepted accounting principles to include TSYS’s results of operations and financial position in its consolidated financial statements:

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          (a) Date of Auditors’ Opinion and Quarterly Reviews. TSYS shall use its reasonable commercial efforts to enable its (and its Subsidiaries’) independent certified public accountants (the “TSYS Auditors”) to complete their audit such that they will date their opinion on TSYS’s audited annual financial statements on or prior to the date that Synovus’s independent certified public accountants (the “Synovus Auditors”) date their opinion on Synovus’s audited annual financial statements, and to enable Synovus to meet its timetable for the printing, filing and public dissemination of Synovus’s annual financial statements, which dates shall be generally consistent with past practice unless otherwise required by Law. TSYS shall use its reasonable commercial efforts to enable the TSYS Auditors to complete their quarterly review procedures such that they will provide clearance on TSYS’s quarterly financial statements on the same date that the Synovus Auditors provide clearance on Synovus’s quarterly financial statements, which dates shall be generally consistent with past practices unless otherwise required by Law.

          (b) Annual and Quarterly Financial Statements. TSYS shall provide to Synovus on a timely basis all Information that Synovus reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of Synovus’s annual and quarterly financial statements, which dates shall be generally consistent with past practices unless otherwise required by Law. Without limiting the generality of the foregoing, TSYS will provide all required financial Information with respect to TSYS and its Subsidiaries to the TSYS Auditors in a sufficient and reasonable time and in sufficient detail to permit the TSYS Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the Synovus Auditors with respect to Information to be included or contained in Synovus’s annual and quarterly financial statements. Similarly, Synovus shall provide to TSYS on a timely basis all Information that TSYS reasonably requires to meet its schedule for the preparation, printing, filing and public dissemination of TSYS’s annual and quarterly financial statements. Without limiting the generality of the foregoing, Synovus will provide all required financial Information with respect to Synovus and its Subsidiaries to the Synovus Auditors in a sufficient and reasonable time and in sufficient detail to permit the Synovus Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the TSYS Auditors with respect to Information to be included or contained in TSYS’s annual and quarterly financial statements.

          (c) Identity of Personnel Performing the Annual Audit and Quarterly Reviews. TSYS shall authorize the TSYS Auditors to make available to the Synovus Auditors both the personnel who performed or are performing the annual audits and quarterly reviews of TSYS and work papers related to the annual audits and quarterly reviews of TSYS, in all cases within a reasonable time prior to the TSYS Auditors’ opinion date, so that the Synovus Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the TSYS Auditors as it relates to the Synovus Auditors’ report on Synovus’s financial statements, all within sufficient time to enable Synovus to meet its timetable for the printing, filing and public dissemination of Synovus’s annual and quarterly statements, which dates shall be generally consistent with past practices unless otherwise required by Law. Similarly, Synovus shall authorize the Synovus Auditors to make available to the TSYS Auditors both the personnel who performed or are performing the annual audits and quarterly reviews of Synovus and work papers related to the annual audits and quarterly reviews of Synovus, in all cases within a reasonable time prior to the Synovus Auditors’ opinion date, so that the TSYS Auditors are able to perform the procedures they consider necessary to take responsibility for the work of

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the Synovus Auditors as it relates to the TSYS Auditors’ report on TSYS’s statements, all within sufficient time to enable TSYS to meet its timetable for the printing, filing and public dissemination of TSYS’s annual and quarterly financial statements.

          (d) Access to Books and Records. TSYS shall provide Synovus’s internal auditors and their designees access to TSYS’s and its Subsidiaries’ books and records solely so that Synovus may conduct reasonable audits relating to the financial statements provided by TSYS pursuant hereto as well as to the internal accounting controls and operations of TSYS and its Subsidiaries. Similarly, Synovus shall provide TSYS’s internal auditors and their designees access to Synovus’s and its Subsidiaries’ books and records solely so that TSYS may conduct reasonable audits relating to the financial statements provided by Synovus pursuant hereto as well as to the internal accounting controls and operations of Synovus and its Subsidiaries.

          (e) Notice of Changes. TSYS shall give Synovus as much prior notice as reasonably practical of any proposed restatement of, or any significant changes in, any financial statement of TSYS included in Synovus’s consolidated financial statements. TSYS will consult with Synovus and, if requested by Synovus, TSYS will consult with Synovus’s independent public accountants with respect thereto. Synovus shall give TSYS as much prior notice as reasonably practical of any proposed restatement of, or any significant changes in, its financial statements to the extent that any such restatement or change relates to the TSYS Business. Synovus will consult with TSYS and, if requested by TSYS, Synovus will consult with TSYS’s independent public accountants with respect thereto.

     Section 5.4 Expenses. Except as otherwise provided in this Agreement, the Transition Services Agreement or any other Ancillary Agreement, (i) all costs and expenses of the Parties incurred in connection with the printing and delivery of the Information Statement or incurred from a transfer agent of any of the Parties in connection with the Distributions shall be charged to and paid by Synovus, (ii) all costs and expenses of the Parties incurred in connection with the printing and delivery of the Proxy Statement or incurred from a transfer agent of any of the Parties in connection with the Cash Dividend shall be charged to and paid by TSYS and (iii) subject to clauses (i) and (ii), all costs and expenses of the Parties incurred in connection with the preparation, execution and implementation of this Agreement, any Ancillary Agreement, the Information Statement and the consummation of the transactions contemplated hereby and thereby, including the expenses of legal, financial, accounting and other advisors, shall be charged to and paid by the Party that incurs such cost or expense or on behalf of which such cost or expense is incurred, unless otherwise agreed in writing by the Parties.

     Section 5.5 Dispute Resolution. Except as otherwise set forth in the Tax Sharing Agreement, resolution of any and all disputes, controversies and claims arising out of, in connection with or in relation to the existence, interpretation, performance or nonperformance of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, whether based on contract, tort, statute or otherwise (collectively, “Disputes”), shall be exclusively governed by and settled in accordance with the provisions of this Section 5.5.

          (a) Negotiation. The Parties shall make an attempt to resolve any Dispute through negotiation. Within fifteen (15) days after written notice (a “Dispute Notice”) of a

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Dispute is given by any Party to another Party, management of the disputing Parties (the “Disputing Parties”) shall negotiate for a reasonable period of time to settle such Dispute; provided, however, such reasonable period shall not, unless otherwise agreed by the Disputing Parties in writing, exceed sixty (60) days from the date of receipt by any Party of a Dispute Notice. During the course of negotiations under this Section 5.5(a), all reasonable requests made by one Disputing Party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the Disputing Parties but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Disputing Party.

          (b) Mediation. If, for any reason, any Dispute is not settled by the Disputing Parties within sixty (60) days from the date of receipt of a Dispute Notice (unless otherwise agreed in writing by the Disputing Parties), the Disputing Parties will attempt to resolve such Dispute by mediation in accordance with the American Arbitration Association Commercial Mediation Rules. The mediation shall be held in Columbus, Georgia, or at another location which the Disputed Parties mutually select, within thirty (30) days after the end of the sixty (60) day negotiation period. The mediation process shall continue as the exclusive method of resolving the Dispute (other than negotiation between the Disputing Parties) until the earlier of the Dispute being resolved or the mediator finding in good faith that all settlement possibilities have been exhausted and that the matter is not resolvable through mediation, or 120 days after receipt by a Party of a Dispute Notice, unless the Parties agree in writing to extend the time for mediation. Thereafter, at the request of any Disputing Party, the Dispute shall then be determined by binding arbitration in accordance with Section 5.5(c). The costs of mediation shall be shared equally by the Disputing Parties to the mediation. Any settlement reached by mediation shall be recorded in writing, signed by the Disputing Parties, and shall be binding on them.

          (c) Arbitration. Any Dispute that has not been timely resolved in accordance with Sections 5.5 (a) or 5.5 (b) shall be finally resolved by binding arbitration conducted in Columbus, Georgia, or at another location which the Disputing Parties mutually select, in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). In any Dispute between any Parties hereto, the number of arbitrators shall be three (3) with one arbitrator selected by Synovus and/or CB&T, as the case may be, and one arbitrator selected by TSYS. The third arbitrator, who shall chair the arbitral tribunal, shall be jointly elected by the two Party-appointed arbitrators within thirty (30) days of the appointment of the second arbitrator. Any judgment or award rendered by the arbitrator shall be final, binding and nonappealable (except upon grounds specified in the Federal Arbitration Act, 9 U.S.C. Section 1 et seq). If any arbitrator is not timely appointed, such arbitrator shall be selected by the American Arbitration Association in accordance with listing, ranking and striking provisions of the Rules. Any controversy concerning whether an Dispute is an arbitrable Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Section 5.5 shall be determined by the arbitrators. In resolving any Dispute, the Parties intend that the arbitrators apply the terms and conditions of this Agreement and the Ancillary Agreements and the substantive laws of the State of Georgia, without regard to the choice of law principles thereof that could mandate the application of the laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The Parties agree to comply with any

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award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, by any court of competent jurisdiction. The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings available under this Agreement and Georgia law, including monetary damages, specific performance and all other forms of legal and equitable relief; provided, however, the arbitrators shall not be entitled to award punitive, exemplary, multiple or any other forms of non-compensatory damages. Unless otherwise agreed in writing by or among the Disputing Parties or permitted by this Agreement or any of the Ancillary Agreements, the Disputing Parties shall keep confidential all matters relating to the arbitration or the award, provided such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award, (ii) in an action to compel arbitration or in aid of arbitration and (iii) to the extent otherwise required by Law or the rules of any national securities exchange or other regulatory authority. Nothing contained herein is intended to or shall be construed to prevent any Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Dispute. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect.

     Section 5.6 Non-Solicitation of Employees.

          (a) Except as set forth on Schedule 5.6, for the period beginning on the date of this Agreement and ending on the date that is twelve (12) months after the Distribution Date, TSYS will not and will not permit any of its Subsidiaries to, directly or indirectly, solicit or recruit for its employment any employee of Synovus or any of Synovus’s Subsidiaries as of the date hereof and/or as of the Distributions without providing prior written notice to the Chief Executive Officer and the Director of Human Resources of Synovus; provided, however, that nothing in this Section 5.6(a) shall prohibit the hiring without prior written notice of any natural person who applied for employment with TSYS or any of its Subsidiaries solely in response to any public medium advertising.

          (b) Except as set forth on Schedule 5.6, for the period beginning on the date of this Agreement and ending on the date that is twelve (12) months after the Distribution Date, Synovus will not and will not permit any of its Subsidiaries to, directly or indirectly, solicit or recruit for its employment any employee of TSYS or any of TSYS’s Subsidiaries as of the date hereof and/or as of the Distributions without providing prior written notice to the Chief Executive Officer and the Executive Vice President of Administrative Services of TSYS; provided, however, that nothing in this Section 5.6(b) shall prohibit the hiring without prior written notice of any natural person who applied for employment with Synovus or any of its Subsidiaries solely in response to any public medium advertising.

     Section 5.7 Corporate Names; Trademarks. Except as otherwise specifically provided in any Ancillary Agreement or as otherwise agreed in writing between any Parties (including as contemplated in any lease agreement between any Parties existing as of the date hereof):

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          (a) as soon as reasonably practicable after the Distribution Date but in any event within twelve (12) months thereafter, TSYS will, and will cause its Subsidiaries to, each at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on the real property or premises owned or leased by or placed by, or at the direction of TSYS or any of its Subsidiaries which include the Synovus, CB&T or any of their respective Subsidiaries name, logo or other trademark or service mark or any similar mark or any derivative thereof or other intellectual property of Synovus, CB&T or any of their respective Subsidiaries (collectively “Synovus and CB&T Marks”);

          (b) as soon as is reasonably practicable after the Distribution Date but in any event within twelve (12) months thereafter, TSYS will, and will cause its Subsidiaries to (i) cease using, and (ii) remove from their letterhead, envelopes, invoices, products, product labels, product literature, brochures and other communications media of any kind, all the Synovus and CB&T Marks (except that TSYS shall not be required to take any such action with respect to materials in the possession of Third Parties). Nothing herein shall oblige TSYS or it Subsidiaries to destroy or remove from their possession or control, any of the following materials bearing the Synovus and CB&T Marks: letters or other correspondence, contracts, insurance policies, or other documents or materials required by law or for legal reasons, or which is required for the continued conduct of TSYS and its Subsidiaries’ business, or to defend actual or prospective litigation, or by supervisory, fiscal or taxation authorities or other Government Authority (collectively, all of the foregoing “TSYS Archive Material”), if such TSYS Archive Material was in existence prior to the Distribution Date, and provided such TSYS Archive Material may not be used for promotion, marketing, advertising or any other purpose not permitted herein;

          (c) as soon as reasonably practicable after the Distribution Date but in any event within twelve (12) months thereafter, each of Synovus and CB&T will, and will cause their respective Subsidiaries to, each at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any real property or premises owned or leased by or placed by, or at the direction of Synovus, CB&T or any of their respective Subsidiaries which include the TSYS or any Subsidiary of TSYS name, logo or other trademark or any similar mark or any derivative thereof or other intellectual property of TSYS or any of its Subsidiaries (collectively “TSYS Marks”); and

          (d) as soon as is reasonably practicable after the Distribution Date but in any event within twelve (12) months thereafter, each of Synovus and CB&T will, and will cause their respective Subsidiaries to (i) cease using, and (ii) remove from their letterhead, envelopes, invoices, products, product labels, product literature, brochures and other communications media of any kind, all the TSYS Marks (except that neither Synovus nor CB&T shall be required to take any such action with respect to materials in the possession of Third Parties). Nothing herein shall oblige Synovus, CB&T or their respective Subsidiaries to destroy or remove from their possession or control, any of the following materials bearing the TSYS Marks: letters or other correspondence, contracts, insurance policies, or other documents or materials required by law or for legal reasons, or which is required for the continued conduct of their and their Subsidiaries’ business, or to defend actual or prospective litigation, or by supervisory, fiscal or taxation authorities or other Government Authority (collectively, all of the foregoing “Synovus and CB&T Archive Material”), if such Synovus and CB&T Archive Material was in existence prior

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to the Distribution Date, and provided such Synovus and CB&T Archive Material may not be used for promotion, marketing, advertising or any other purpose not permitted herein.

          (e) each Party’s use of another Party’s marks (whether the Synovus and CB&T Marks or the TSYS Marks) as permitted in this Section 5.7 is subject to such Party’s compliance with the quality control requirements and guidelines in effect for such marks as are notified to it. Each Party shall cease and shall ensure that its Subsidiaries shall cease to make any use of any names or trademarks that include the trademarks of another Party or another Partys’ Subsidiaries, and any names or trademarks related thereto including any names or trademarks confusingly similar thereto or dilutive thereof.

     Section 5.8 Post-Distribution Remittances.

          (a) Following the Distribution Date, Synovus and CB&T will promptly remit to TSYS, or reimburse TSYS for, all amounts, and endorse or remit to TSYS the proceeds of all checks, drafts, notes or other documents, received by Synovus, CB&T or any of their respective Subsidiaries, that should have otherwise been paid to TSYS or any of its Subsidiaries.

          (b) Following the Distribution Date, TSYS will promptly remit to Synovus or CB&T, as applicable, or reimburse Synovus or CB&T, as applicable, for, all amounts, and endorse or remit to Synovus or CB&T, as applicable, the proceeds of all checks, drafts, notes or other documents, received by TSYS or any of its Subsidiaries, that should have otherwise been paid to Synovus, CB&T or any of their respective Subsidiaries, as the case may be.

     Section 5.9 Privileged Matters. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of Synovus, CB&T and their respective Subsidiaries, and each of TSYS and its Subsidiaries, and that each of Synovus, CB&T and their respective Subsidiaries, and each of TSYS and its Subsidiaries should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. Except as otherwise specifically provided in the Tax Sharing Agreement with respect to tax matters or any other agreement between the Parties, to allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:

     (a) Synovus shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Synovus Business, whether or not the privileged information is in the possession of or under the control of Synovus or TSYS.

     (b) TSYS shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the TSYS Business, whether or not the privileged information is in the possession of or under the control of Synovus, CB&T or TSYS.

     (c) Synovus and TSYS (collectively, the “Privileged Parties”) agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 5.9, with respect to all privileges not allocated pursuant to the terms of Sections 5.9(a) and (b). All privileges relating to any Action, disputes or other matters which involve Synovus

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and TSYS in respect of which such Privileged Parties retain any responsibility or liability under this Agreement, shall be subject to a shared privilege between them.

     (d) No Privileged Party may waive any privilege which could be asserted under any applicable Law, and in which any other Privileged Party has a shared privilege, without the consent of the other Privileged Party, which consent shall not be unreasonably withheld or delayed, except to the extent reasonably required in connection with any Action with Third Parties or as provided in Section 5.9(e). Request for consent shall be in writing and any consents shall be deemed to be granted unless written objection is made within twenty (20) days after timely notice upon the other Privileged Party requesting such consent.

     (e) Except as otherwise provided in any other agreement between the Parties, in the event of any Action or dispute between the Privileged Parties, any Privileged Party and a Subsidiary of another Privileged Party, or a Subsidiary of a Privileged Party and a Subsidiary of another Privileged Party, either such Privileged Party, to the extent necessary in connection with such Action or dispute, may waive a privilege in which the other Privileged Party has a shared privilege, without obtaining the consent of the other Privileged Party, provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to such Action or dispute between the relevant Privileged Parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to Third Parties.

     (f) If a dispute arises between or among the Privileged Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Privileged Party, each Privileged Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Privileged Parties, and shall not unreasonably withhold consent to any request for waiver by another Privileged Party. Each Privileged Party specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

     (g) Upon receipt by either Privileged Party or by any Subsidiary thereof of any order, subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Privileged Party has the sole right hereunder to assert a privilege, or if either Privileged Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives has received any order, subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such Privileged Party shall promptly notify the other Privileged Party of the existence of the request and shall provide the other Privileged Party a reasonable opportunity to review the information (to the extent such information is available to such Privileged Party) and to assert any rights it or they may have under this Section 5.9 or otherwise to prevent the production or disclosure of such privileged information; provided, however, nothing under this Section 5.9(g) shall prevent the Privileged Party that provided such notice from complying with such request.

     (h) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Synovus and TSYS, as set forth in Sections 5.2 and 5.9 hereof and the Confidential Disclosure Agreement, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to Information being granted

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pursuant to Section 5.2, the agreement to provide witnesses and individuals pursuant to Section 5.2(f) and the transfer of privileged information between and among the Parties and their respective Subsidiaries pursuant to this Agreement or any Ancillary Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

     Section 5.10 Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Agreement or any Ancillary Agreement shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

     Section 5.11 Conflict with Third-Party Agreements. Nothing in this Agreement shall require Synovus, CB&T or TSYS to violate any agreement with any Third Parties regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that Synovus, CB&T or TSYS is required under this Agreement to disclose any such information, Synovus, CB&T or TSYS, as the case may be, shall use all commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information; provided, further, that no Party shall be obligated to pay any consideration therefor (except for filing fees or other similar charges) to any Third Party from whom such consent is requested.

     Section 5.12 Information Statement. Synovus shall prepare and mail, prior to the Distribution Date, to the holders of Synovus Common Stock, such information concerning TSYS and the Distributions and such other matters as Synovus shall reasonably determine are necessary and as may be required by Law, including the Information Statement. TSYS shall furnish all information concerning itself as Synovus may reasonably request in connection with the preparation of the Information Statement, and Synovus shall provide, a reasonable time prior to the printing of the Information Statement, a substantially completed draft of the Information Statement for TSYS (or TSYS’ counsel) to review.

     Section 5.13 NYSE Notices. Prior to the Cash Dividend, TSYS shall, to the extent possible, give the NYSE not less than ten (10) days advance notice of the Dividend Record Date in compliance with Rule 10b-17 under the Exchange Act. Prior to the Distributions, Synovus shall, to the extent possible, give the NYSE not less than ten (10) days advance notice of the Second Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act.

     Section 5.14 Shared Contracts. As promptly as is reasonably practicable following the date of this Agreement, each Party shall use its commercially reasonable efforts to determine whether to (and after such determination, use its commercially reasonable efforts to so implement such determination) (a) attempt to enter into new agreements with the relevant Third Party relative to the allocation of rights and responsibilities under each Shared Contract, (b) enter into an agreement between the Parties relative to the assignment of a Party’s rights and the delegation of a Party’s duties under such Shared Contract, or (c) arrive at some other form of agreement which maximizes the total benefit to the Parties of such Shared Contract, while equitably apportioning the rights and obligations of the Parties under such Shared Contract.

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     Section 5.15 Confirmation of Tax Opinion. On the Distribution Date, each of Synovus and TSYS shall (a) deliver to King & Spalding LLP written confirmation that the representations made by it in, as applicable, the Synovus Officer’s Certificate or the TSYS Officer’s Certificate (as those terms are defined in the Tax Sharing Agreement) are true, correct and complete in all respects as of the Distribution Date and (b) otherwise cooperate in good faith with respect to the delivery by King & Spalding LLP of a “bring down” letter confirming each of the legal conclusions contained in the Tax Opinion as of the Distribution Date. The Parties agree that both Synovus and TSYS shall be entitled to rely on such “bring down” letter.

ARTICLE VI.

MISCELLANEOUS

     Section 6.1 Entire Agreement. This Agreement, the other Ancillary Agreements and the Exhibits and Schedules referenced or attached hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

     Section 6.2 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of Georgia as to all matters regardless of the laws that might otherwise govern under the principles of conflicts of laws applicable thereto.

     Section 6.3 Consent to Jurisdiction. Without limiting the provisions of Section 5.5, each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of Georgia or the federal courts located in the State of Georgia for the purposes of any suit, action or other proceeding arising out of this Agreement, the Ancillary Agreements or any transaction contemplated hereby or thereby. Each of the Parties agrees to commence any action, suit or proceeding relating hereto either in the federal district courts located in the State of Georgia or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the state courts of the State of Georgia. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby in (i) the state courts of the State of Georgia or (ii) the federal district courts located in the State of Georgia, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     Section 6.4 Termination.

          (a) This Agreement and all Ancillary Agreements may be terminated and the Distribution and the Cash Dividend abandoned at any time prior to the Declaration Date:

               (i) by an agreement in writing signed by all of the Parties;

               (ii) by Synovus, if the Board of Directors of Synovus (or a properly designated committee thereof) determines in good faith (after receiving the advice of outside

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counsel) (A) that it is in the best interests of the holders of Synovus Common Stock to abandon the Distributions, provided, that any such determination shall be based upon a change in facts, events or circumstances occurring after the date of this Agreement or (B) that a declaration of the Second Distribution would violate the provisions of Section 14-2-640 of the GBCC;

               (iii) by CB&T, if the Board of Directors of CB&T (or a properly designated committee thereof) determines in good faith, after receiving the advice of outside counsel, that a declaration of the First Distribution would violate the provisions of Section 7-1-460 or Section 7-1-461(c) of the FICG;

               (iv) by TSYS, if the Board of Directors of TSYS (or a properly designated committee thereof) determines in good faith (after receiving the advice of outside counsel) (A) that it is in the best interests of the holders of TSYS Common Stock to abandon the Cash Dividend and the Distributions, provided, that any such determination shall be based upon a change in facts, events or circumstances occurring after the date of this Agreement or (B) that a declaration of the Cash Dividend would violate the provisions of Section 14-2-640 of the GBCC;

               (v) by either Synovus or TSYS, if the Declaration Date has not occurred by February 29, 2008; or

               (vi) by either Synovus or TSYS if any order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Cash Dividend or the Distributions shall be in effect and shall have become final and non-appealable.

          (b) After the Declaration Date, this Agreement may not be terminated except by an agreement in writing signed by all of the Parties.

          (c) In the event of termination pursuant to this Section prior to the Declaration Date, no Party shall have any liability of any kind to any other Party.

     Section 6.5 Notices. Any notice, demand, offer, request or other communication required or permitted to be given by any Party pursuant to the terms of this Agreement shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) Business Day after being delivered by facsimile (with receipt of appropriate confirmation), or (iv) one (1) Business Day after being deposited with an overnight courier service, and addressed to the attention of the Party’s Chief Financial Officer (with a copy to the Party’s General Counsel) at the address of its principal executive office or such other address as a Party may request by notifying the other in writing.

     Section 6.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.

     Section 6.7 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives and successors, and

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nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, except as otherwise expressly provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, by any Party without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be null and void; provided further, that a Party may assign this Agreement without such prior written consent in connection with: (i) a merger transaction in which such Party is not the surviving entity or (ii) the sale, transfer, exchange or other disposition by such Party of all or substantially all of its assets, so long as, in either case, if such merger or asset sale transaction occurs during the Restricted Assignment Period, the rating of the assignee, following the consummation of such merger or asset sale transaction, shall be BBB- or better from Standard & Poor’s and Baa3 or better from Moody’s Investor Services, Inc. (or if Standard & Poor’s or Moody’s Investor Services, Inc. shall change their rating designations after the date of this Agreement, a comparable rating or better under such new designations), and upon the effectiveness of any such valid assignment the assigning Party shall be released from all of its obligations under this Agreement if the surviving entity of such merger or the transferee of such assets shall agree in writing, in form and substance reasonably satisfactory to the other Parties, to be bound by the terms of this Agreement as if named as a “Party” hereto.

     Section 6.8 Severability. If any term or other provision of this Agreement is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

     Section 6.9 Failure or Indulgence not Waiver. No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

     Section 6.10 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties.

     Section 6.11 Authority. Each of the Parties represents to the other Parties that (a) it has the corporate or other requisite power and authority to execute, deliver and, subject to the declaration by the Board of Director’s of each respective Party of the Cash Dividend and the Distributions pursuant to Section 14-2-830 and Section 14-2-640 of the GBCC and Section 7-1-460 and Section 7-1-461(c) of the FICG, as applicable, and as contemplated herein, perform this Agreement; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, other than (i) the declaration by the Board of Director’s of each respective Party of the Cash Dividend and the Distributions pursuant to Section 14-2-830 and Section 14-2-640 of the GBCC and Section 7-1-460 and Section 7-1-461(c) of the FICG, as applicable, and (ii) shareholder approval of the Amended and Restated

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Certificate of Incorporation and the Amended and Restated Bylaws – For Shareholder Approval, all as contemplated herein; (c) it has duly and validly executed and delivered this Agreement; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

     Section 6.12 Subsidiaries. Each of the Parties shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time.

     Section 6.13 Headings. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     Section 6.14 Survival of Agreements. Except as otherwise contemplated by this Agreement, all representations, covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

     Section 6.15 Conflicting Agreements. Other than Section 5.5, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement (other than the Tax Sharing Agreement), notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent of conflict between this Agreement and any Ancillary Agreement, the provisions of such Ancillary Agreement shall prevail.

[Signatures on next page]

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     WHEREFORE, the Parties have caused this Agreement to be duly executed as of the date first set forth above.

SYNOVUS FINANCIAL CORP.
By:	/s/ Richard E. Anthony
	Name:	Richard E. Anthony
	Title:	Chairman and Chief Executive Officer
COLUMBUS BANK AND TRUST COMPANY
By:	/s/ Stephen A. Melton
	Name:	Stephen A. Melton
	Title:	President and Chief Executive Officer
TOTAL SYSTEM SERVICES, INC.
By:	/s/ Philip W. Tomlinson
	Name:	Philip W. Tomlinson
	Title:	Chairman and Chief Executive Officer

EXHIBITS AND SCHEDULES

Exhibits B, C, D, E and F to this Agreement and Plan of Distribution have been filed as Exhibits 10.1, 10.3, 10.2, 10.5 and 10.4, respectively, to the company's Current Report on Form 8-K to which this Exhibit 2.1 is attached. The remaining exhibits and schedules to this Agreement and Plan of Distribution have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The company will furnish copies of any of the exhibits and schedules omitted from this filing to the U.S. Securities and Exchange Commission upon request.

EX-3.1

EXHIBIT 3.1

Amendment to Article III, Section 11

Section 11. Dividends. The Board of Directors may not make a distribution to the shareholders if, after giving it effect, the corporation would not be able to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the shareholders whose preferential rights are superior to those receiving the distribution. The effect of the distribution shall be determined as set forth in Section 14-2-640 of the Georgia Business Corporation Code.

EX-10.1

Exhibit 10.1

EXHIBIT B

FORM OF EMPLOYEE MATTERS AGREEMENT

TABLE OF CONTENTS

		Page
SECTION 1 DEFINITIONS			1
1.1	DEFINITIONS		1
1.2	GENERAL INTERPRETIVE PRINCIPLES		7
SECTION 2 GENERAL PRINCIPLES			8
	(a) Synovus		8
	(b) TSYS		8
	(c) Reimbursements		8
2.2	TSYS PARTICIPATION IN SYNOVUS BENEFIT PLANS		8
2.3	COMPARABLE COMPENSATION AND BENEFITS		9
2.4	SERVICE RECOGNITION		9
SECTION 3 INDIVIDUAL ACCOUNT RETIREMENT PLANS			9
3.1	TSYS 401(k) PLAN		9
	(a) Establishment of the TSYS 401(k) Plan		9
	(b) Transfer of Synovus 401(k) Plan Assets		10
	(c) Continuation of Elections		10
3.2	TSYS PROFIT SHARING PLAN		11
	(a) Establishment of the TSYS Profit Sharing Plan		11
	(b) Transfer of Synovus Profit Sharing Plan Assets		11
	(c) Continuation of Elections		12
3.3	TSYS MONEY PURCHASE PENSION PLAN		12
	(a) Establishment of the TSYS Money Purchase Pension Plan		12
	(b) Transfer of Synovus Money Purchase Plan Assets		13
	(c) Continuation of Elections		13
3.4	RECIPROCAL PROVISIONS FOR SYNOVUS DTEs		13
	(a) Transfer of Delayed TSYS Plan Assets		13
	(b) Continuation of Elections		14
	(c) Service and Compensation Credit		14
3.5	Required Plan Provisions		14
SECTION 4 DEFERRED COMPENSATION PLANS AND CHANGE IN CONTROL ARRANGEMENTS			14

i 

		Page
4.1	SYNOVUS DCP		14
	(a) Synovus Participants		14
	(b) TSYS Participants		15
4.2	CHANGE IN CONTROL ARRANGEMENTS		15
SECTION 5 SELF-INSURED MEDICAL COVERAGE AND VEBA			16
	(a) Adoption of TSYS Retiree Medical Plan, TSYS Employee Health Plan and TSYS VEBA		16
	(b) Assumption of Liabilities by TSYS		16
	(c) Transfer of Assets		16
SECTION 6 HEALTH, WELFARE AND OTHER PLANS			17
6.1	ADOPTION OF HEALTH, WELFARE AND OTHER PLANS		17
	(a) Adoption of the TSYS Welfare Plans		17
	(b) Terms of Participation in TSYS Welfare Plans and TSYS Miscellaneous Plans		17
	(c) Continuation of Elections		18
6.2	LIABILITIES FOR CLAIMS		18
	(a) TSYS Employees and Former TSYS Employees		18
	(b) TSYS DTEs		19
	(c) Synovus Liabilities		19
SECTION 7 FLEXIBLE SPENDING ACCOUNT PLANS			19
7.1	PLANS		19
7.2	CASH TRANSFERS		19
7.3	SYNOVUS DTEs		20
SECTION 8 COBRA			20
8.1	TSYS PARTICIPANTS		20
8.2	TSYS DTEs		20
8.3	SYNOVUS DTEs		20
SECTION 9 LONG-TERM DISABILITY			21
SECTION 10 WORKERS’ COMPENSATION			21
SECTION 11 SEVERANCE BENEFITS			21
SECTION 12 ANNUAL INCENTIVE PLANS			21
SECTION 13 EQUITY INCENTIVE PLANS			22

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		Page
13.1	EQUITY INCENTIVE AWARDS		22
13.2	TREATMENT OF OUTSTANDING SYNOVUS OPTIONS		22
	(a) Synovus Employees		22
	(b) TSYS Employees		23
	(c) Synovus DTEs and TSYS DTEs		23
13.3	TREATMENT OF OUSTANDING TSYS OPTIONS		24
13.4	TREATMENT OF OUTSTANDING RESTRICTED STOCK		25
	(a) General		25
	(b) Tax Aspects		25
	(c) Forfeitures		26
13.5	STOCK PURCHASE PLANS		26
SECTION 14 TIME OFF BENEFITS			26
14.1	TSYS EMPLOYEES AND TSYS DTES		26
14.2	SYNOVUS DTE		26
SECTION 15 DIRECTOR PLANS			27
SECTION 16 INDEMNIFICATION			27
SECTION 17 GENERAL AND ADMINISTRATIVE			27
17.1	SHARING OF INFORMATION		27
17.2	TRANSFER OF EMPLOYEE RECORDS		27
17.3	REASONABLE EFFORTS/COOPERATION		28
17.4	EMPLOYER RIGHTS		28
17.5	NO THIRD-PARTY BENEFICIARIES		28
17.6	CONSENT OF THIRD PARTIES		28
17.7	BENEFICIARY DESIGNATION/RELEASE OF INFORMATION/RIGHT TO REIMBURSEMENT		28
17.8	NOT A CHANGE IN CONTROL		29
SECTION 18 MISCELLANEOUS			29
18.1	EFFECT IF DISTRIBUTION DOES NOT OCCUR		29
18.2	RELATIONSHIP OF PARTIES		29
18.3	INDIRECT ACTION		29
18.4	NOTICES		29

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		Page
18.5	ENTIRE AGREEMENT		29
18.6	AMENDMENTS AND WAIVERS		30
18.7	GOVERNING LAW		30
18.8	HEADINGS		30
18.9	COUNTERPARTS		30
18.10	ASSIGNMENT		30
18.11	SEVERABILITY		30

SCHEDULES	SECTION
Schedule A	Section 4.2
Schedule B	Section 4.2
Schedule C	Section 6.1(a)

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FORM OF EMPLOYEE MATTERS AGREEMENT

     This Employee Matters Agreement (the “Agreement”), dated as of                     , 2007 is by and between Synovus Financial Corp., a Georgia corporation (“Synovus”) and Total System Services, Inc., a Georgia corporation (“TSYS”).

     WHEREAS, the Board of Directors of Synovus has determined that it is in the best interests of Synovus to separate Synovus and TSYS into two independent public companies on the terms and subject to the conditions set forth in the Agreement and Plan of Distribution, dated as of                     , 2007, (the “Distribution Agreement”);

     WHEREAS, in furtherance of the foregoing, Synovus has announced its intention to distribute its 81% equity interest in TSYS to its shareholders;

     WHEREAS, in furtherance of the foregoing, Synovus, Columbus Bank and Trust Company, a Georgia bank and trust company (“CB&T”) and TSYS have entered into the Distribution Agreement and other Ancillary Agreements that will govern certain matters relating to the relationship between Synovus and TSYS prior to and following the Distribution; and

     WHEREAS, pursuant to the Distribution Agreement, Synovus and TSYS have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between and among them.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

     1.1 DEFINITIONS. Capitalized terms used, but not defined in this Agreement, shall have the meanings assigned to such terms in the Distribution Agreement. The following terms shall have the following meanings:

     “Agreement” shall have the meaning set forth in the preamble to this Agreement.

     “Benefit Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment (whether written or unwritten, formal or informal) that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement,

agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or has any liabilities, directly or indirectly, contingent or fixed) and excluding any Indemnification Obligations.

     “COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar purpose state group health plan continuation Law.

     “Delayed 401(k) Assets” shall have the meaning set forth in Section 3.1(b)(ii) of this Agreement.

     “Delayed Price Ratio” means, with respect to a TSYS DTE, the quotient obtained by dividing (i) the official NYSE only closing price for TSYS Common Stock on the last Trading Day on the NYSE immediately before such TSYS DTE’s Transfer Date by (ii) the official NYSE only closing price for Synovus Common Stock on the last Trading Day on the NYSE immediately before such TSYS DTE Transfer Date.

     “Delayed Share Ratio” means, with respect to a TSYS DTE, the quotient obtained by dividing (i) the official NYSE only closing price for Synovus Common Stock on the last trading day on the NYSE immediately before such TSYS DTE’s Transfer Date by (ii) the official NYSE only closing price for TSYS Common Stock on the last Trading Day on the NYSE immediately before such TSYS DTE’s Transfer Date.

     “Delayed TSYS Plan Assets” shall have the meaning set forth in Section 3.4(a) of this Agreement.

     “Distribution Agreement” shall have the meaning set forth in the recitals to this Agreement.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “Former Synovus Employee” means, as of the Distribution Date, any former employee of Synovus or a Subsidiary of Synovus, other than a Former TSYS Employee.

     “Former TSYS Employee” means, as of the Distribution Date, any former employee of TSYS or a Subsidiary of TSYS, other than individuals to whom long-term disability benefits are being paid under a Synovus Benefit Plan, (1) whose active employment ended on or before the Distribution Date while such employee was employed by TSYS or a Subsidiary of TSYS and (2) who has an account balance under the Synovus 401(k) Plan, the Synovus Profit Sharing Plan or the Synovus Money Purchase Plan, who has elected or is entitled to elect retiree medical coverage under the Synovus Retiree Medical Plan or who holds outstanding Synovus Options.

     “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.

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     “Indemnification Obligations” means, as of the Distribution Date, any Liabilities of Synovus or a Subsidiary of Synovus to indemnify any employee, officer, director, or agent, or to advance to such person expenses before a judicial or administrative determination that such person is entitled to indemnification, such Liabilities being memorialized or otherwise provided for in a separate agreement, Articles of Incorporation or Bylaws.

     “IRS” means the Internal Revenue Service.

     “Participating Company” means Synovus or any Person (other than an individual) participating in a Synovus Benefit Plan.

     “Remaining Synovus Option” shall have the meaning set forth in Section 13.2(a) of this Agreement.

     “Subsidiary” means any corporation, any limited liability company, any partnership or other legal entity of which a person or its subsidiaries owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of the members of the board of directors or similar governing body.

     “Synovus” shall have the meaning set forth in the Preamble to this Agreement.

     “Synovus Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by Synovus or any Subsidiaries of Synovus including, without limitation, the Synovus 401(k) Plan, the Synovus Profit Sharing Plan, the Synovus Miscellaneous Plans, the Synovus Money Purchase Plan, the Synovus Flexible Spending Account Plan, the Synovus DCP, the Synovus Retiree Medical Plan, and the Synovus Welfare Plans.

     “Synovus Committee” means the compensation committee of the Board of Directors of Synovus.

     “Synovus DCP” means the Synovus Financial Corp./Total System Services, Inc. Deferred Compensation Plan.

     “Synovus DTEs” means those TSYS Employees who transfer from the TSYS Group to the Synovus Group after the Distribution Date but prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to by the Parties).

     “Synovus Employee” means any individual who immediately before and immediately following the Distribution Date is employed by Synovus or any member of the Synovus Group as a common law employee, including active employees and employees on vacation, approved leave of absence or serial severance.

     “Synovus Employee Stock Purchase Plan” shall have the meaning set forth in Section 13.5 of this Agreement.

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     “Synovus Flexible Spending Account Plan” shall have the meaning set forth in Section 7.1 of this Agreement.

     “Synovus 401(k) Plan” means the Synovus/TSYS 401(k) Savings Plan.

     “Synovus 401(k) Trust” means the trust which is part of the Synovus 401(k) Plan.

     “Synovus Group” means Synovus and its “affiliates” (as such term is defined in the Tax Sharing Agreement dated                     , 2007 by and among Synovus, CB&T and TSYS).

     “Synovus Miscellaneous Plan” shall have the meaning set forth in Section           of this Agreement.

     “Synovus Money Purchase Plan” means the Synovus/TSYS Money Purchase Pension Plan.

     “Synovus Money Purchase Trust” means the trust which is part of the Synovus Money Purchase Plan.

     “Synovus Option” shall have the meaning set forth in Section 13.2(a) of this Agreement.

     “Synovus Participant” means any individual who, immediately following the Distribution Date, is a Synovus Employee, a Former Synovus Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

     “Synovus Post-Distribution Stock Value” means the average volume-weighted trading price of Synovus Common Stock for the ten trading days on the New York Stock Exchange immediately following the Distribution Date.

     “Synovus Pre-Distribution Stock Value” means the official New York Stock Exchange only “regular way” closing price for Synovus Common Stock on the last Trading Day on the New York Stock Exchange immediately before the Distribution Date.

     “Synovus Price Ratio” means the quotient obtained by dividing the Synovus Post-Distribution Stock Value by the Synovus Pre-Distribution Stock Value.

     “Synovus Profit Sharing Plan” means the Synovus/TSYS Profit Sharing Plan.

     “Synovus Profit Sharing Trust” means the trust which is part of the Synovus Profit Sharing Plan.

     “Synovus Restricted Stock” means a restricted stock award under any of the Synovus Stock Plans.

     “Synovus Share Ratio” means the quotient obtained by dividing the Synovus Pre-Distribution Stock Value by the Synovus Post-Distribution Stock Value.

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     “Synovus Stock Plans” means, collectively, the Synovus Financial Corp. 1994 Long-Term Incentive Plan, the Synovus Financial Corp. 2000 Employee Long-Term Incentive Plan, the Synovus Financial Corp. 2002 Long-Term Incentive Plan, and the Synovus Financial Corp. 2007 Omnibus Plan and any other stock option or stock incentive compensation plan or arrangement for employees, officers or directors of Synovus, other than the Synovus Employee Stock Purchase Plan.

     “Synovus VEBA” shall have the meaning set forth in Section 5(c) of this Agreement.

     “Synovus Welfare Plans” shall have the meaning set forth in Section 7.1(a) of this Agreement.

     “TSYS” shall have the meaning set forth in the Preamble to this Agreement.

     “TSYS Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the TSYS Group after the Distribution Date including, without limitation, the TSYS DCP, the TSYS 401(k) Plan, the TSYS Profit Sharing Plan, the TSYS Miscellaneous Plans, the TSYS Money Purchase Plan, the TSYS Flexible Spending Account Plan, the TSYS Retiree Medical Plan and the TSYS Welfare Plans, and any Benefit Plan assumed or adopted by any member of the TSYS Group.

     “TSYS DCP” shall have the meaning set forth in Section 4.1(b)(i) of this Agreement.

     “TSYS DTEs” means those Synovus Employees who transfer from the Synovus Group to the TSYS Group after the Distribution Date but prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to by the Parties).

     “TSYS Employee” means any individual who immediately before and immediately after the Distribution Date is employed by TSYS or any member of the TSYS Group as a common law employee, including active employees and employees on vacation, approved leave of absence or serial severance.

     “TSYS Employee Stock Purchase Plan” shall have the meaning set forth in Section 13.5 of this Agreement.

     “TSYS 401(k) Assets” shall have the meaning set forth in Section 3.1(b)(i) of this Agreement.

     “TSYS 401(k) Participants” shall have the meaning set forth in Section 3.1(a) of this Agreement.

     “TSYS 401(k) Plan” shall have the meaning set forth in Section 3.1(a) of this Agreement.

     “TSYS 401(k) Trust” means the trust which is part of the TSYS 401(k) Plan.

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     “TSYS Flexible Spending Account Plan” shall have the meaning set forth in Section 7.1 of this Agreement.

     “TSYS Group” means TSYS and its “affiliates” (as such term is defined in the Tax Sharing Agreement dated                                         , 2007 by and among Synovus, Columbus Bank and Trust Company and TSYS).

     “TSYS Miscellaneous Plans” shall have the meaning set forth in Section 6.1(a) of this Agreement.

     “TSYS Money Purchase Assets” shall have the meaning set forth in Section 3.3(b)(i) of this Agreement.

     “TSYS Money Purchase Participants” shall have the meaning set forth in Section 3.3(a)(i) of this Agreement.

     “TSYS Money Purchase Pension Plan” shall have the meaning set forth in Section 3.3(a)(i) of this Agreement.

     “TSYS Option” shall have the meaning set forth in Section 13.2(b) of this Agreement.

     “TSYS Participant” means any individual who, immediately following the Distribution Date, is a TSYS Employee, a Former TSYS Employee, or a beneficiary, dependent or alternate payee of a TSYS Employee or Former TSYS Employee.

     “TSYS Price Ratio” means the quotient obtained by dividing the TSYS Stock Value by the Synovus Pre-Distribution Stock Value.

     “TSYS Profit Sharing Participants” shall have the meaning set forth in Section 3.2(a)(i) of this Agreement.

     “TSYS Rabbi Trust” shall have the meaning set forth in Section 4.1(b)(i) of this Agreement.

     “TSYS Restricted Stock” means a grant of restricted stock made under the TSYS Stock Plans pursuant to Section 13.4 of this Agreement.

     “TSYS Retiree Medical Plan” shall have the meaning set forth in Section 5(a) of this Agreement.

     “TSYS Retiree Medical Plan Participants” shall have the meaning set forth in Section 5(a) of this Agreement.

     “TSYS Stock Plans” means, collectively, the Total System Services, Inc. 2000 Employee Long-Term Incentive Plan, the Total System Services, Inc. 2002 Long-Term Incentive Plan, and the Total System Services, Inc. 2007 Omnibus Plan and any other stock option or stock incentive

6

compensation plan or arrangement for employees, officers or directors of TSYS, other than the TSYS Employee Stock Purchase Plan.

     “TSYS Share Ratio” means the quotient obtained by dividing the Synovus Pre-Distribution Stock Value by the TSYS Stock Value.

     “TSYS Stock Value” means the average volume-weighted trading price of TSYS Common Stock for the ten trading days on the New York Stock Exchange immediately following the Distribution Date.

     “TSYS VEBA” shall have the meaning set forth in Section 5(a) of this Agreement.

     “TSYS Welfare Plans” shall have the meaning set forth in Section 6.1(a) of this Agreement.

     “Transaction Change Date” shall mean the date as of which TSYS consummates an “Acquisition Transaction” (as such term is defined in Section 1 of the Transition Services Agreement dated as of                     , 2007 by and between Synovus and TSYS).

     “Transfer Date” means, with respect to a TSYS DTE, the date that such TSYS DTE commences active employment with a member of the TSYS Group, and with respect to a Synovus DTE, the date that such Synovus DTE commences active employment with a member of the TSYS Group.

     “U.S.” means the United States of America.

     1.2 GENERAL INTERPRETIVE PRINCIPLES. (a) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Section and Schedules are references to the Sections and Schedules to this Agreement unless otherwise specified; (c) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (d) any reference to any U.S. federal, state, or local statute or Law shall be deemed to also refer to all rules and regulations promulgated under such statute or Law, unless the context otherwise requires; and (e) except as otherwise provided herein, any reference to an TSYS Benefit Plan or a Synovus Benefit Plan shall be deemed to refer to any such plan as it may have been, or be, amended, restated or otherwise supplemented from time to time.

7

SECTION 2

GENERAL PRINCIPLES

     2.1 ASSUMPTION AND RETENTION OF LIABILITIES; RELATED ASSETS.

     (a) Synovus. As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Synovus shall, or shall cause one or more members of the Synovus Group to, assume or retain, as applicable, and Synovus hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Synovus Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Synovus Employees, Former Synovus Employees and their dependents and beneficiaries and (iii) any other Liabilities expressly assigned or allocated to Synovus or any member of the Synovus Group under this Agreement and TSYS shall have no responsibility for any such Liabilities.

     (b) TSYS. As of the Distribution Date, except as otherwise expressly provided for in this Agreement, TSYS shall, or shall cause one or more members of the TSYS Group to, assume or retain, as applicable, and TSYS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all TSYS Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all TSYS Employees, Former TSYS Employees and their dependents and beneficiaries and (iii) any other Liabilities expressly assigned or allocated to TSYS or any member of the TSYS Group under this Agreement, and Synovus shall have no responsibility for any such Liabilities.

     (c) Reimbursements.

     (i) From time to time after the Distribution Date, TSYS shall promptly reimburse Synovus, upon Synovus’ reasonable request and the presentation by Synovus of such substantiating documentation as TSYS shall reasonably request, for the cost of any Liabilities satisfied by Synovus or any member of the Synovus Group that are pursuant to this Agreement the responsibility of TSYS or any member of the TSYS Group.

     (ii) From time to time after the Distribution Date, Synovus shall promptly reimburse TSYS, upon TSYS’ reasonable request and the presentation by TSYS of such substantiating documentation as Synovus shall reasonably request, for the cost of any Liabilities satisfied by TSYS or any member of the TSYS Group that are pursuant to this Agreement the responsibility of Synovus or any member of the Synovus Group.

     2.2 TSYS PARTICIPATION IN SYNOVUS BENEFIT PLANS. Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, (i) effective as of the Distribution Date, TSYS and each member of the TSYS Group shall cease to be a Participating Company, and (ii) each (A) TSYS Participant and each other employee of the TSYS Group as of the Distribution Date, and (B) TSYS DTE, effective as of such TSYS DTE’s Transfer Date, shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Synovus Benefit Plan, and Synovus and TSYS shall take all necessary action to effectuate each such cessation.

8

     2.3 COMPARABLE COMPENSATION AND BENEFITS. For the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, TSYS (acting directly or through a member of the TSYS Group) will provide each TSYS Employee with compensation opportunities (including, without limitation, salary, wages, commissions and bonus opportunities) and employee benefits that are in TSYS’s opinion, substantially comparable, in the aggregate, to the compensation opportunities and employee benefits to which such TSYS Employee was entitled to immediately prior to the Distribution Date. With respect to each TSYS DTE whose Transfer Date occurs prior to December 31, 2008, for the period commencing on such TSYS DTE’s Transfer Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, TSYS (acting directly or through a member of the TSYS Group) will provide such TSYS DTE with compensation opportunities (including, without limitation, salary, wages, commissions and bonus opportunities) and employee benefits that are in TSYS’s opinion, substantially comparable, in the aggregate, to the compensation opportunities and employee benefits to which similarly situated TSYS Employees were entitled immediately prior to such TSYS DTE’s Transfer Date.

     2.4 SERVICE RECOGNITION. TSYS shall give each TSYS Participant and TSYS DTE full service credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any TSYS Benefit Plan for such TSYS Participant’s service with any member of the Synovus Group prior to the Distribution Date, or for a TSYS DTE, the applicable Transfer Date, to the same extent such service was recognized by the corresponding Synovus Benefit Plan immediately prior to the Distribution Date or for a TSYS DTE, the applicable Transfer Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a TSYS Benefit Plan and a Synovus Benefit Plan. Synovus shall give each Synovus Participant and Synovus DTE full service credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any Synovus Benefit Plan for such Synovus Participant’s service with any member of the TSYS Group prior to the Distribution Date or, for a Synovus DTE, prior to the applicable Transfer Date, to the same extent such service was recognized by the corresponding TSYS Benefit Plan immediately prior to the Distribution Date or, for a Synovus DTE, immediately prior to the applicable Transfer Date; provided, however, that such service shall not be recognized to the extent such recognition would result in the duplication of benefits under a TSYS Benefit Plan and a Synovus Benefit Plan.

SECTION 3

INDIVIDUAL ACCOUNT RETIREMENT PLANS

     3.1 TSYS 401(k) PLAN.

     (a) Establishment of the TSYS 401(k) Plan.

     (i) TSYS shall establish effective as of January 1, 2008 a 401(k) plan for the benefit of individuals who are TSYS Employees on such date (the “TSYS 401(k) Participants”) and for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, such plan shall have eligibility, contribution and vesting provisions which are the same as the eligibility, contribution and vesting provisions of the

9

Synovus 401(k) Plan as in effect on December 31, 2007 or, if the Synovus 401(k) Plan is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus 401(k) Plan as so amended (the “TSYS 401(k) Plan”). Each TSYS DTE shall receive service credit under the TSYS 401(k) Plan pursuant to Section 2.4 but shall receive no credit under such plan for compensation paid by Synovus for such service.

     (ii) TSYS before the Distribution Date shall be responsible for taking all appropriate action to establish and administer the TSYS 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the trust which is established as part of such plan is exempt under Section 501(a) of the Code. TSYS on the Distribution Date shall be responsible for taking all appropriate action to administer the TSYS 401(k) Plan so that it remains qualified under Section 401(a) of the Code.

     (iii) TSYS (acting directly or through a member of the TSYS Group) shall be responsible for any and all Liabilities (including all Liabilities for funding) with respect to the TSYS 401(k) Plan.

     (b) Transfer of Synovus 401(k) Plan Assets.

     (i) As soon as reasonably practicable (but not later than thirty (30) days) following the Distribution Date (or such other date as mutually agreed to by the Parties), Synovus shall cause the trustee for the Synovus 401(k) Trust to transfer in-kind the assets underlying the account balances (including any unvested balances, outstanding loan balances and forfeitures) held in the Synovus 401(k) Trust for the TSYS 401(k) Participants (the “TSYS 401(k) Assets”) to the TSYS 401(k) Trust, and TSYS shall cause the TSYS 401(k) Trust to accept the transfer of the TSYS 401(k) Assets. TSYS effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities of the TSYS 401(k) Plan, including liabilities related to the TSYS 401(k) Assets. The transfer of the TSYS 401(k) Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.

     (ii) As soon as reasonably practicable (but not later than thirty (30) days) following the one year anniversary of the Distribution Date (or such other date as mutually agreed to by the Parties), Synovus shall cause the trustee for the Synovus 401(k) Trust to transfer in-kind the assets underlying account balances (including any unvested balances, any outstanding loan balances and forfeitures) held in the Synovus 401(k) Trust for the TSYS DTEs to the TSYS 401(k) Trust (the “Delayed 401(k) Assets”), and TSYS shall cause the TSYS 401(k) Trust to accept the transfer of the Delayed 401(k) Assets. The Delayed 401(k) Assets shall include all contributions required to be made to the Synovus 401(k) Plan on behalf of the TSYS DTEs for 2007. TSYS effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities relating to the Delayed 401(k) Assets as of such transfer date. The transfer of the Delayed 401(k) Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA.

     (c) Continuation of Elections. The TSYS 401(k) Plan shall recognize all elections, including deferral, investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to TSYS 401(k)

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Participants under the Synovus 401(k) Plan. TSYS DTEs will be eligible to enroll in the TSYS 401(k) Plan in accordance with the terms of such plan and will be eligible to make all elections and beneficiary designations in accordance with the terms of the TSYS 401(k) Plan and the procedures which TSYS or the TSYS 401(k) Plan has established for the making of such elections and designations.

     3.2 TSYS PROFIT SHARING PLAN.

     (a) Establishment of the TSYS Profit Sharing Plan.

     (i) TSYS shall establish effective as of January 1, 2008 a profit sharing plan for the benefit of individuals who are TSYS Employees on such date (the “TSYS Profit Sharing Participants”) and for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, such plan shall have eligibility, contribution and vesting provisions which are the same as the eligibility, contribution and vesting provisions of the Synovus Profit Sharing Plan as in effect on December 31, 2007 or, if the Synovus Profit Sharing Plan is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus Profit Sharing Plan as so amended (the “TSYS Profit Sharing Plan”). Each TSYS DTE shall receive service credit under the TSYS Profit Sharing Plan pursuant to Section 2.4 but shall receive no credit under such plan for compensation paid by Synovus for such service.

     (ii) TSYS shall be responsible for taking all appropriate action to establish and administer the TSYS Profit Sharing Plan so that it is qualified under Section 401(a) of the Code and that the trust which is a part of such plan is exempt under Section 501(a) of the Code. TSYS shall be responsible for taking all appropriate action to administer the TSYS Profit Sharing Plan so that it remains qualified under Section 401(a) of the Code.

     (iii) TSYS (acting directly or through a member of the TSYS Group) shall be responsible for any and all Liabilities (including all Liabilities for funding) with respect to the TSYS Profit Sharing Plan.

     (b) Transfer of Synovus Profit Sharing Plan Assets.

     (i) As soon as reasonably practicable (but not later than thirty (30) days) following the Distribution Date (or such other date as mutually agreed to by the Parties), Synovus shall cause the trustee for the Synovus Profit Sharing Trust to transfer in-kind the assets underlying the account balances (including any unvested balances, outstanding loan balances and forfeitures) held in the Synovus Profit Sharing Trust for the TSYS Profit Sharing Participants (the “TSYS Profit Sharing Assets”) to the TSYS Profit Sharing Trust, and TSYS shall cause the TSYS Profit Sharing Trust to accept the transfer of the TSYS Profit Sharing Assets. TSYS effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities of the TSYS Profit Sharing Plan, including liabilities related to the TSYS Profit Sharing Assets. The transfer of the TSYS Profit Sharing Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.

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     (ii) As soon as reasonably practicable (but not later than thirty (30) days) following the one year anniversary of the Distribution Date (or such other date as mutually agreed to by the Parties), Synovus shall cause the trustee for the Synovus Profit Sharing Trust to transfer in-kind the assets underlying account balances (including any unvested balances, any outstanding loan balances and forfeitures) held in the Synovus Profit Sharing Trust for the TSYS DTEs to the TSYS Profit Sharing Trust (the “Delayed Profit Sharing Assets”), and TSYS shall cause the TSYS Profit Sharing Trust to accept the transfer of the Delayed Profit Sharing Assets. The Delayed Profit Sharing Assets shall include all contributions required to be made to the Synovus Profit Sharing Plan on behalf of the TSYS DTEs for 2007. TSYS effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities relating to the Delayed Profit Sharing Assets as of such transfer date. The transfer of the Delayed Profit Sharing Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA.

     (c) Continuation of Elections. The TSYS Profit Sharing Plan shall recognize all elections, including deferral, investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to TSYS Profit Sharing Participants under the Synovus Profit Sharing Plan. TSYS DTEs will be eligible to enroll in the TSYS Profit Sharing Plan in accordance with the terms of such plan and will be eligible to make all elections and beneficiary designations in accordance with the terms of the TSYS Profit Sharing Plan and the procedures which TSYS or the TSYS Profit Sharing Plan has established for the making of such elections and designations.

     3.3 TSYS MONEY PURCHASE PENSION PLAN.

     (a) Establishment of the TSYS Money Purchase Pension Plan.

     (i) As soon as practical and in any event before December 31, 2008, TSYS shall establish effective as of January 1, 2008 a money purchase pension plan for the benefit of individuals who are TSYS Employees on such date (the “TSYS Money Purchase Participants”), and for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, such plan shall have eligibility, contribution and vesting provisions which are the same as the eligibility, contribution and vesting provisions of the Synovus Money Purchase Plan as in effect on December 31, 2007 or, if the Synovus Money Purchase Plan is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus Money Purchase Plan as so amended (the “TSYS Money Purchase Pension Plan”). Each TSYS DTE shall receive service credit under the TSYS Money Purchase Plan pursuant to Section 2.4 but shall receive no credit under such plan for compensation paid by Synovus for such service.

     (ii) TSYS shall be responsible for taking all appropriate action to establish and administer the TSYS Money Purchase Pension Plan so that it is qualified under Section 401(a) of the Code and that the trust which is a part of such plan is exempt under Section 501(a) of the Code. TSYS shall be responsible for taking all appropriate action to administer the TSYS Money Purchase Pension Plan so that it remains qualified under Section 401(a) of the Code.

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     (iii) TSYS (acting directly or through a member of the TSYS Group) shall be responsible for any and all Liabilities (including all Liabilities for funding) with respect to the TSYS Money Purchase Pension Plan.

     (b) Transfer of Synovus Money Purchase Plan Assets.

     (i) As soon as reasonably practicable (but not later than thirty (30) days) following the date the TSYS Money Purchase Plan is established (or such other date as mutually agreed to by the Parties), Synovus shall cause the trustee for the Synovus Money Purchase Trust to transfer in-kind the assets underlying the account balances (including any unvested balances, outstanding loan balances and forfeitures) held in the Synovus Money Purchase Trust for the TSYS Money Purchase Participants (the “TSYS Money Purchase Assets”) to the TSYS Money Purchase Trust, and TSYS shall cause the TSYS Money Purchase Trust to accept the transfer of the TSYS Money Purchase Assets. TSYS effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities of the TSYS Money Purchase Pension Plan, including liabilities related to the TSYS Money Purchase Assets. The transfer of the TSYS Money Purchase Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.

     (ii) As soon as reasonably practicable (but not later than thirty (30) days) following the one year anniversary of the Distribution Date (or such other date as mutually agreed to by the Parties), Synovus shall cause the trustee for the Synovus Money Purchase Trust to transfer in-kind the assets underlying account balances (including any unvested balances, any outstanding loan balances and forfeitures) held in the Synovus Money Purchase Trust for the TSYS DTEs to the TSYS Money Purchase Trust (the “Delayed Money Purchase Assets”), and TSYS shall cause the TSYS Money Purchase Trust to accept the transfer of the Delayed Money Purchase Assets. The Delayed Money Purchase Assets shall include all contributions required to be made to the Synovus Money Purchase Plan on behalf of the TSYS DTEs for 2007. TSYS effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities relating to the Delayed Money Purchase Assets as of such transfer date. The transfer of the Delayed Money Purchase Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA.

     (c) Continuation of Elections. The TSYS Money Purchase Pension Plan shall recognize all elections, including investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to TSYS Money Purchase Participants under the Synovus Money Purchase Plan. TSYS DTEs will be eligible to enroll in the TSYS Money Purchase Pension Plan in accordance with the terms of such plan and will be eligible to make all elections and beneficiary designations in accordance with the terms of the TSYS Money Purchase Pension Plan and the procedures which TSYS or the TSYS Money Purchase Pension Plan has established for the making of such elections and designations.

     3.4 RECIPROCAL PROVISIONS FOR SYNOVUS DTEs.

     (a) Transfer of Delayed TSYS Plan Assets. As soon as reasonable practicable (but not later than thirty (30) days) following the one year anniversary of the Distribution Date (or

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such other date as mutually agreed to by the Parties), TSYS shall cause the one or more trustees for the TSYS Money Purchase Pension Plan, the TSYS Profit Sharing Plan and the TSYS 401(k) Plan to transfer in-kind the assets underlying the account balances (including any unvested balances, any outstanding loan balances and forfeitures) for each such Synovus DTE to the Synovus Money Purchase Pension Plan, the Synovus Profit Sharing Plan and the Synovus 401(k) Plan, whichever is applicable (the “Delayed TSYS Plan Assets”), and Synovus shall cause the trusts maintained with respect to each of the Synovus Money Purchase Pension Plan, the Synovus Profit Sharing Plan and the Synovus 401(k) Plan to accept the transfer of its respective portion of the Delayed TSYS Plan Assets. The Delayed TSYS Plan Assets shall include all contributions required to be made to the TSYS Money Purchase Pension Plan, the TSYS Profit Sharing Plan and the TSYS 401(k) Plan on behalf of Synovus DTEs for 2007. Synovus effective as of the date of such transfer shall assume and fully perform, pay, and discharge, all Liabilities relating to the Delayed TSYS Plan Assets. The transfer of the Delayed TSYS Plan Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA.

     (b) Continuation of Elections. To the extent a Synovus DTE has elections and designations (including deferral, investment and payment form elections, beneficiary designations, and alternate payee designations) under the TSYS Money Purchase Pension Plan, the TSYS Profit Sharing Plan and the TSYS 401(k) Plan, such elections and designations shall be recognized and continued under any corresponding Synovus plan for such Synovus DTE.

     (c) Service and Compensation Credit. Each Synovus DTE shall receive service credit under the Synovus Money Purchase Pension Plan, the Synovus Profit Sharing Plan and the Synovus 401(k) Plan pursuant to Section 2.4 but shall receive no credit under such plans for compensation paid by TSYS for such service.

     3.5 Required Plan Provisions. The TSYS 401(k) Plan, the TSYS Profit Sharing Plan, and the TSYS Money Purchase Pension Plan shall provide that a Synovus DTE who transfers to Synovus prior to December 31, 2008 will be treated as satisfying any last day of the year requirement in such plans for purposes of receiving any contributions for periods prior to the Transfer Date provided such Synovus DTE is employed by Synovus on December 31, 2008. The Synovus 401(k) Plan, the Synovus Profit Sharing Plan, and the Synovus Money Purchase Plan shall be amended to provide that a TSYS DTE who transfers to TSYS prior to December 31, 2008 will be treated as satisfying any last day of the year requirement in such plans for purposes of receiving any contributions for periods prior to the Transfer Date provided such TSYS DTE is employed by TSYS on December 31, 2008.

SECTION 4

DEFERRED COMPENSATION PLANS
AND CHANGE IN CONTROL ARRANGEMENTS

     4.1 SYNOVUS DCP.

     (a) Synovus Participants. Synovus shall retain all Liabilities under the Synovus DCP with respect to Synovus Participants.

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     (b) TSYS Participants.

     (i) Effective as of January 1, 2008, TSYS shall establish a TSYS deferred compensation plan for the benefit of individuals who are TSYS Participants on such date, and for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, such plan shall have eligibility, contribution, vesting and distribution provisions which are the same as the eligibility, contribution, vesting and distribution provisions in the Synovus DCP as in effect on December 31, 2007 or, if the Synovus DCP is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus DCP as so amended (the “TSYS DCP”). TSYS shall administer the TSYS DCP in accordance with applicable law, including Section 409A of the Code. Effective as of January 1, 2008, TSYS shall also establish a rabbi trust to hold all contributions and earnings credited pursuant to the TSYS DCP, which rabbi trust shall mirror the terms of the rabbi trust maintained with respect to the Synovus DCP as in effect on December 31, 2007 or, if the Synovus rabbi trust is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus rabbi trust as so amended (“TSYS Rabbi Trust”). TSYS shall maintain the TSYS Rabbi Trust for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date.

     (ii) TSYS (acting directly or though a member of the TSYS Group) shall be responsible for all Liabilities with respect to the TSYS DCP.

     (iii) As soon as practical (but not later than thirty (30) days) following the Distribution Date (or such other date as mutually agreed to by the Parties), Synovus shall transfer assets to the TSYS Rabbi Trust equal to the Liabilities under the Synovus DCP with respect to TSYS Participants (determined on the date of the asset transfer) and effective upon such transfer, Synovus shall have no Liability with respect to TSYS Participants. In addition, as soon as practical following the date a TSYS DTE who is a participant in the Synovus DCP is transferred to TSYS (or such other date or dates as mutually agreed to by the Parties), Synovus shall transfer assets to the TSYS Rabbi Trust equal to the Liabilities under the Synovus DCP with respect to such participant (determined on the date of the asset transfer) and effective upon such transfer, Synovus shall have no Liability with respect to such participant.

     4.2 CHANGE IN CONTROL ARRANGEMENTS. For each TSYS Employee with whom TSYS has entered into a change in control agreement and who is identified on Schedule A to this Agreement, effective as of the Distribution Date, TSYS shall (subject to obtaining any consent required from the affected TSYS Employee) amend such agreement to exclude any change in control of Synovus from the definition of a change in control under the agreement. TSYS shall use reasonable efforts to obtain any such required consents from affected TSYS Employees. In addition, TSYS shall establish as of the Distribution Date a change in control plan for TSYS Participants identified on Schedule B to this Agreement which for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date is identical in all material respects (except that a change in control shall be limited to a change in control of TSYS) to the Synovus change in control plan, as in effect for these TSYS Participants immediately before the Distribution Date. Synovus shall amend its change of control plan to exclude TSYS Participants and to eliminate the change of control definition for such TSYS Participants.

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SECTION 5

SELF-INSURED MEDICAL COVERAGE AND VEBA

     (a) Adoption of TSYS Retiree Medical Plan, TSYS Employee Health Plan and TSYS VEBA. Effective no later than the Distribution Date and continuing for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, TSYS shall, or shall have caused one or more members of the TSYS Group to, adopt a retiree medical plan, a group health plan, and a related trust which is intended to be tax-exempt under Section 501(c)(9) of the Code (i) to provide retiree medical benefits in accordance with the terms of the Synovus Retiree Medical Plan as in effect on December 31, 2007 (or, if the Synovus Retiree Medical Plan is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus Retiree Medical Plan as so amended) to TSYS Participants who immediately prior to the Distribution Date were participants in the Synovus Retiree Medical Plan, and (ii) to provide group health benefits in accordance with the terms of the Synovus Employee Health Plan as in effect on December 31, 2007 (or, if the Synovus Employee Health Plan is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus Employee Health Plan as so amended) (A) to TSYS Participants who immediately prior to the Distribution Date were participants in the Synovus Employee Health Plan, and (B) to each TSYS DTE who immediately prior to his or her Transfer Date is a participant in the Synovus Employee Health Plan (such retiree medical plan, the “TSYS Retiree Medical Plan”, such group health plan, the “TSYS Employee Health Plan”, such medical trust, the “TSYS VEBA”, and such TSYS Participants, the “TSYS Self-Insured Plan Participants”). TSYS shall be responsible for taking all appropriate action to adopt and administer the TSYS Retiree Medical Plan and TSYS Employee Health Plan and to timely file the appropriate request with the Internal Revenue Service for a tax exemption for the TSYS VEBA under Section 501(c)(9) of the Code.

     (b) Assumption of Liabilities by TSYS. TSYS (acting directly or through a member of the TSYS Group) shall be responsible for any and all Liabilities (including Liabilities for funding) with respect to the TSYS Retiree Medical Plan and the TSYS Employee Health Plan. Effective as of the Distribution Date, TSYS (acting directly or through a member of the TSYS Group) hereby agrees to cause the TSYS Retiree Medical Plan and the TSYS Employee Health Plan to assume, and to fully perform, pay and discharge, all accrued but unpaid benefits as of the Distribution Date, including incurred but unreported claims for benefits, and any credits under the Synovus Retiree Medical Plan and the Synovus Employee Health Plan relating to all TSYS Self-Insured Plan Participants as of the Distribution Date with respect to individuals described in Section 5(a)(i) and Section 5(a)(ii)(A) and as of the applicable Transfer Date with respect to individuals described in Section 5(a)(ii)(B), provided that Synovus has caused the Synovus Retiree Medical Plan for the period following the date hereof and through the Distribution Date or applicable Transfer Date (as the case may be) to follow such plan’s standard policies and practices for processing and paying incurred and reported claims with respect to TSYS Employees, Former TSYS Employees and TSYS DTEs. Synovus shall have no Liability for TSYS Participants as of the Distribution Date or for TSYS DTE as of their respective Transfer Dates for any self-insured medical benefits.

     (c) Transfer of Assets. The Synovus Retiree Medical Plan and the Synovus Employee Health Plan are funded through a trust Synovus maintains which is intended to be tax

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exempt under Section 501(c)(9) (the “Synovus VEBA”). As of the Distribution Date, Synovus and TSYS shall determine the portion of the assets held in the Synovus VEBA attributable to Liabilities for medical benefits payable to TSYS Participants and transfer such portion of the assets to the TSYS VEBA. The portion of the assets attributable to Liabilities for medical benefits payable to TSYS Participants shall be determined by multiplying the fair market value of the assets in the Synovus VEBA as of the Distribution Date by a fraction, the numerator of which is the number of TSYS Participants participating in either the Synovus Retiree Medical Plan or the Synovus Employee Health Plan on the Distribution Date and the denominator of which is the total number of Synovus Participants and TSYS Participants participating in the Synovus Retiree Medical Plan or the Synovus Employee Health Plan on the Distribution Date. This transfer of assets is intended to fund Liabilities under both the TSYS Retiree Medical Plan and the TSYS Employee Health Plan.

SECTION 6

HEALTH, WELFARE AND OTHER PLANS

     6.1 ADOPTION OF HEALTH, WELFARE AND OTHER PLANS.

     (a) Adoption of the TSYS Welfare Plans. In addition to the long-term disability plan addressed in Section 9, Synovus or one or more of its Subsidiaries maintain each of the health and welfare plans set forth on Schedule B to this Agreement (collectively the “Synovus Welfare Plans” and individually a “Synovus Welfare Plan”) and each of the other plans set forth on Schedule C to this Agreement (collectively the “Synovus Miscellaneous Plans”) and individually a “Synovus Miscellaneous Plan” for the benefit of eligible Synovus Participants and TSYS Participants. Effective as of the Distribution Date and continuing for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, TSYS shall, or shall cause a member of the TSYS Group to adopt for the benefit of eligible TSYS Participants (i) health and welfare plans which provide benefits which are the same as the benefits provided under the corresponding Synovus Welfare Plans in which such individuals participate on December 31, 2007 as each such plan is then in effect or if a Synovus Welfare Plan is amended after December 31, 2007 and TSYS elects to make such amendment, the Synovus Welfare Plan as so amended (collectively the “TSYS Welfare Plans” and individually an “TSYS Welfare Plan”), and (ii) plans which provide the same benefits as the benefits provided under the Synovus Miscellaneous Plans in which such individuals participate on December 31, 2007 or if a Synovus Miscellaneous Plan is amended after December 31, 2007 and TSYS elects to make such amendment, the Synovus Miscellaneous Plan as so amended (collectively the “TSYS Miscellaneous Plans” and individually a “TSYS Miscellaneous Plan”).

     (b) Terms of Participation in TSYS Welfare Plans and TSYS Miscellaneous Plans. TSYS (acting directly or through a member of the TSYS Group) shall cause each TSYS Welfare Plan, the TSYS long-term disability plan and each TSYS Miscellaneous Plan, if applicable, to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to TSYS Participants and TSYS DTEs, other than limitations that were in effect with respect to (A) TSYS Participants as of the Distribution Date and (B) each TSYS DTE as of such TSYS DTE’s Transfer Date, in each case under the corresponding Synovus Welfare Plan, Synovus long-term disability plan or Synovus

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Miscellaneous Plan, (ii) honor any deductibles, out-of-pocket maximums, and co-payments incurred by TSYS Participants and TSYS DTEs under the corresponding Synovus Welfare Plan, Synovus long-term disability plan or Synovus Miscellaneous Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a TSYS Welfare Plan, TSYS long-term disability plan or TSYS Miscellaneous Plan during the same plan year in which such deductibles, out-of-pocket maximums and co-payments were made, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an TSYS Participant following the Distribution Date or to a TSYS DTE following such TSYS DTE’s Transfer Date, to the extent such TSYS Participant or TSYS DTE, as applicable, had satisfied any similar limitation under the corresponding Synovus Welfare Plan, Synovus long-term disability plan or Synovus Miscellaneous Plan; provided, however, that in regard to the application of this Section 6.1(b) to the TSYS long-term disability plan, TSYS shall be deemed to have complied with this Section 6.1(b) to the extent TSYS uses commercially reasonable efforts to do so.

     (c) Continuation of Elections. With respect to TSYS Participants, as of the Distribution Date, TSYS (acting directly or through a member of the TSYS Group) shall cause each TSYS Welfare Plan, TSYS long-term disability plan and TSYS Miscellaneous Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by TSYS Participants under the corresponding Synovus Welfare Plan, Synovus long-term disability plan or Synovus Miscellaneous Plan, as applicable, and apply such elections and designations under the TSYS Welfare Plan, TSYS long-term disability plan or TSYS Miscellaneous Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable. With respect to each TSYS DTE, as of such TSYS DTE’s Transfer Date, TSYS (acting directly or through a member of the TSYS Group) shall cause each TSYS Welfare Plan, TSYS long-term disability plan and TSYS Miscellaneous Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by such TSYS DTE under, or with respect to, the corresponding Synovus Welfare Plan, Synovus long-term disability plan or Synovus Miscellaneous Plan, as applicable, and apply such elections and designations under the TSYS Welfare Plan, TSYS long-term disability plan or TSYS Miscellaneous Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable.

     6.2 LIABILITIES FOR CLAIMS.

     (a) TSYS Employees and Former TSYS Employees. Effective as of the Distribution Date, TSYS shall, or shall have caused one or more members of the TSYS Group to, assume all Liabilities under the Synovus Welfare Plans and the Synovus Miscellaneous Plans for claims incurred by TSYS Employees and Former TSYS Employees, in each case, regardless of whether such Liabilities relate to claims incurred before, on or after the Distribution Date, and TSYS agrees to pay, perform and discharge all such Liabilities; provided, however, that notwithstanding the foregoing, TSYS and members of the TSYS group shall not assume any Liability under such plans related to a claim incurred by a TSYS Employee or Former TSYS Employee before the Distribution Date to the extent such claim is covered under an insurance contract held by Synovus or a member of the Synovus Group.

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     (b) TSYS DTEs. Effective as of the Transfer Date for each TSYS DTE, TSYS shall, or shall have caused one or more members of the TSYS Group to, assume all Liabilities under the Synovus Welfare Plans and the Synovus Miscellaneous Plans for claims incurred by such TSYS DTE, regardless of whether such Liabilities relate to claims incurred before, on or after, his or her Transfer Date, and TSYS agrees to pay, perform and discharge all such Liabilities; provided, however, that notwithstanding the foregoing, TSYS and members of the TSYS group shall not assume any Liability under such plans related to a claim incurred by a TSYS DTE before his or her Transfer Date to the extent such claim is covered under an insurance contract held by Synovus or a member of the Synovus Group.

     (c) Synovus Liabilities. Synovus shall retain all Liabilities under the Synovus Welfare Plans and the Synovus Miscellaneous Plans for claims incurred by Synovus Employees and Former Synovus Employees, and Synovus (subject to Section 6.2(a) and Section 6.2(b)), shall cause the Synovus Welfare Plans and the Synovus Miscellaneous Plans to continue to process and pay all claims incurred and reported before the Distribution Date for TSYS Employees and Former TSYS Employees and all claims incurred and reported for a TSYS DTE before his or her Transfer Date in accordance with each such plan’s standard policies and practices for processing and paying claims. TSYS shall reimburse Synovus for any claims processed and paid under Section 6.2(c) for TSYS Employees, Former TSYS Employees and TSYS DTEs in accordance with Sections 6.2(a) and (b).

SECTION 7

FLEXIBLE SPENDING ACCOUNT PLANS

     7.1 PLANS. Effective as of the Distribution Date and continuing for the period commencing on the Distribution Date and ending on the earlier of December 31, 2008 or the Transaction Change Date, TSYS (acting directly or through a member of the TSYS Group) shall establish flexible spending account plans (the “TSYS Flexible Spending Account Plans”) with features that are the same as those in the Synovus flexible spending account plans on December 31, 2007 or, if the Synovus flexible spending account plans are amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus flexible spending account plans as amended (the “Synovus Flexible Spending Account Plans”). Effective as of the Distribution Date, TSYS (acting directly or through a member of the TSYS Group) shall assume responsibility for administering all reimbursement claims under the TSYS Flexible Spending Account Plans for TSYS Participants with respect to calendar year 2008. With respect to each TSYS DTE, effective as of such TSYS DTE’s Transfer Date, TSYS (acting directly or through a member of the TSYS Group) shall assume responsibility for administering all reimbursement claims under the TSYS Flexible Spending Account Plans for such TSYS DTE with respect to the calendar year in which such TSYS DTE’s Transfer Date occurs, whether arising before, on, or after such Transfer Date.

     7.2 CASH TRANSFERS. As soon as administratively practicable following a TSYS DTE’s Transfer Date, Synovus shall cause to be transferred to TSYS an amount in cash equal to (i) the sum of all contributions to the Synovus Flexible Spending Account Plans made with respect to calendar year 2008 by or on behalf of such TSYS DTE for the calendar year in which the Transfer Date for such TSYS DTE occurs, reduced by (ii) the sum of all claims incurred in

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the calendar year in which the applicable Transfer Date occurs and paid by the Synovus Flexible Spending Account Plans with respect to each TSYS DTE. If a TSYS DTE has a negative balance in the Synovus Flexible Spending Account Plans related to health care expenses on the Transfer Date, TSYS shall reimburse Synovus for such shortfall to the extent of the payroll deductions TSYS collects from the TSYS DTE after the Transfer Date and before the end of the calendar year in which the Transfer Date occurs. All assets or obligations relating to all participants in the Synovus Flexible Spending Account Plans with respect to periods ending on or before December 31, 2007 (or December 31, 2008 for each TSYS DTE with a Transfer Date in calendar year 2009) will be retained by Synovus.

     7.3 SYNOVUS DTEs. The administration of reimbursement claims under the Synovus Flexible Spending Account Plans for a Synovus DTE and the related cash transfers shall be handled in the same manner (although the respective duties and obligations of Synovus and TSYS are reversed) as the administration and cash transfers are handled for a TSYS DTE under Section 7.1 and Section 7.2.

SECTION 8

COBRA

     8.1 TSYS PARTICIPANTS. Effective as of the Distribution Date, TSYS (acting directly or through a member of the TSYS Group) shall assume, or shall have caused the TSYS Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to TSYS Participants who, as of the day prior to the Distribution Date, were covered under a Synovus Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to the Distribution Date.

     8.2 TSYS DTEs. Effective as of a TSYS DTE’s Transfer Date, TSYS (acting directly or through a member of the TSYS Group) shall assume, or shall have caused the TSYS Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such TSYS DTE (and his or her qualified beneficiaries under COBRA) to the extent such TSYS DTE was, as of the day prior to such TSYS DTE’s Transfer Date, covered under a Synovus Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to the TSYS DTE’s Transfer Date.

     8.3 SYNOVUS DTEs. Effective as of a Synovus DTE’s Transfer Date, Synovus (acting directly or through a member of the Synovus Group) shall assume, or shall have caused the Synovus Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such Synovus DTE (and his or her qualified beneficiaries under COBRA) to the extent such Synovus DTE was, as of the day prior to such Synovus DTE’s Transfer Date, covered under a TSYS Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to the Synovus DTE’s Transfer Date.

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SECTION 9

LONG-TERM DISABILITY

     (a) Effective as of the Distribution Date and continuing until the earlier of December 31, 2008 or the Transaction Change Date, TSYS (acting directly or through a member of the TSYS Group) shall establish a long-term disability plan with eligibility and benefits that are the same as the eligibility and benefits provided under the Synovus long-term disability plan on December 31, 2007 or, if the Synovus long-term disability plan is amended after December 31, 2007 and TSYS elects to make such amendments, the Synovus long-term disability plan as so amended. Each TSYS Participant and each Synovus Participant who is receiving long-term disability benefits as of the Distribution Date shall continue (subject to any applicable plan limitations) to receive benefits on or after the Distribution Date under the same long-term disability plan that is providing such benefits immediately before the Distribution Date. In the event a TSYS Participant or Synovus Participant incurs an illness or injury before the Distribution Date which would entitle such TSYS Participant or Synovus Participant to receive long-term disability benefits beginning on or after the Distribution Date, such individual shall be entitled to receive (subject to any applicable plan limitations) long-term disability benefits on or after the Distribution Date under the long-term disability plan in which such TSYS Participant or Synovus Participant participated immediately before the Distribution Date.

SECTION 10

WORKERS’ COMPENSATION

     Synovus shall be responsible for all liabilities for workers’ compensation claims incurred by TSYS Participants before the Distribution Date and TSYS shall be responsible for all liabilities for workers’ compensation incurred by TSYS Participants on or after the Distribution Date.

SECTION 11

SEVERANCE BENEFITS

     Synovus and TSYS acknowledge and agree that the transactions contemplated by the Distribution Agreement will not cause any TSYS Participant or Synovus Participant to be entitled to benefits under any policy, plan, program or agreement of Synovus or TSYS or any member of the Synovus Group or the TSYS Group that provides for the payment of severance or similar benefits in the event of a termination of employment.

SECTION 12

ANNUAL INCENTIVE PLANS

     Synovus shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations relating to any annual incentive plan for Synovus Employees for 2008 and thereafter, and TSYS shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations, relating to any annual incentive plan for TSYS

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Employees for 2008 and thereafter. However for each TSYS DTE, TSYS shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations to such individual for the calendar year which includes such individual’s Transfer Date, regardless of whether such obligations arise under a Synovus bonus plan, a TSYS bonus plan, or a combination of such plans, and for each Synovus DTE, Synovus shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations to such individual for the calendar year which includes such individual’s Transfer Date, regardless of whether such obligations arise under a Synovus bonus plan, a TSYS bonus plan, or a combination of such plans, provided that in either case in no event shall the amount payable in respect of the portion of the calendar year preceding the applicable Transfer Date be less than a pro-rata portion of the bonus that would have been earned under the plan in effect during such period had participation in such plan continued for the remainder of the calendar year. Synovus shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations in respect of 2007 for each individual who was on a Synovus payroll for the entirety of 2007, and TSYS shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations in respect of 2007 for each individual who was on a TSYS payroll for the entirety of 2007, regardless whether such person is a Synovus Employee or a TSYS Employee. Notwithstanding the foregoing, in no event shall a Person receive a duplication of benefits under this Section 12.

SECTION 13

EQUITY INCENTIVE PLANS

     13.1 EQUITY INCENTIVE AWARDS. This Section 13 sets forth obligations and agreements between the Parties with respect to the treatment of outstanding equity incentive awards as of the Distribution Date.

     13.2 TREATMENT OF OUTSTANDING SYNOVUS OPTIONS.

     (a) Synovus Employees. Each option to purchase shares of Synovus Common Stock (each, a “Synovus Option”) outstanding under the Synovus Stock Plans on the Distribution Date which is held by any Person other than an TSYS Employee or a Former TSYS Employee shall remain an option to purchase Synovus Common Stock issued under the Synovus Stock Plans (each such option, a “Remaining Synovus Option”). Each Remaining Synovus Option shall be subject to the same terms and conditions after the Distribution Date as the terms and conditions applicable to the corresponding Synovus Option immediately prior to the Distribution Date. The exercise price and number of shares subject to each Remaining Synovus Option shall be adjusted by action of the Synovus Committee under the applicable Synovus Stock Plan as follows: (i) the number of shares of Synovus Common Stock subject to each such Remaining Synovus Option shall be equal to the product of (x) the number of shares of Synovus Common Stock subject to the corresponding Synovus Option immediately prior to the Distribution Date and (y) the Synovus Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such Remaining Synovus Option shall be equal to the product of (x) the per-share exercise price of the corresponding Synovus Option immediately prior to the Distribution Date and (y) the Synovus Price Ratio, rounded up to the nearest whole cent;

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provided, however, in all circumstances the adjustment shall be made in a manner that satisfies Section 409A of the Code.

     (b) TSYS Employees. Each Synovus Option outstanding under the Synovus Stock Plans which is held by a TSYS Employee or a Former TSYS Employee on the Distribution Date shall be converted as of the Distribution Date into an option to purchase shares of TSYS Common Stock (each such option, an “TSYS Option”) pursuant to the terms of the TSYS Stock Plans subject to terms and conditions after the Distribution Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding Synovus Option immediately prior to the Distribution Date. The exercise price and number of shares subject to such TSYS Option shall be determined as follows: (i) the number of shares of TSYS Common Stock subject to each such TSYS Option shall be equal to the product of (x) the number of shares of Synovus Common Stock subject to the corresponding Synovus Option immediately prior to the Distribution Date and (y) the TSYS Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such TSYS Option shall be equal to the product of (x) the per-share exercise price of the corresponding Synovus Option immediately prior to the Distribution Date and (y) the TSYS Price Ratio, rounded up to the nearest whole cent; provided, however, in all circumstances the adjustment shall be made in a manner that satisfies Section 409A of the Code.

     (c) Synovus DTEs and TSYS DTEs.

     (i) Each Remaining Synovus Option held by a TSYS DTE on the Distribution Date shall be adjusted under Section 13.2(a) on the same basis as any other Synovus Option.

     (ii) Each Remaining Synovus Option that is held by a TSYS DTE on such TSYS DTE’s Transfer Date shall be amended as of such Transfer Date to treat such TSYS DTE’s employment with TSYS the same as employment with Synovus for purposes of any vesting schedule applicable to such Remaining Synovus Option and for purposes of determining when the exercise period for such Remaining Synovus Option has ended due to a termination of such TSYS DTE’s employment. Upon the exercise of such a Remaining Synovus Option, the exercise price shall be paid to (or otherwise satisfied to the satisfaction of) Synovus in accordance with the terms of the Remaining Synovus Option, and Synovus shall be solely responsible for the issuance of Synovus Common Stock and for taking reasonable steps to ensure the withholding of all applicable tax on behalf of TSYS and the remittance of such withholding tax to TSYS. TSYS shall be responsible for the satisfaction of all tax reporting requirements in respect of such exercise, shall be responsible for remitting the appropriate withholding amounts to the appropriate taxing authorities, and shall be entitled to the benefit of any tax deduction in respect of the exercise of such Remaining Synovus Option. To the extent TSYS is entitled to the benefit of any tax deduction in respect of the exercise of such Remaining Synovus Option by a TSYS DTE, or to the extent TSYS is entitled to the benefit of any tax deduction in respect of the exercise of a TSYS Option by a TSYS Employee who transfers from the Synovus Group to the TSYS Group prior to the Distribution Date, TSYS shall reimburse Synovus within fifteen (15) days after

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such exercise occurs for an amount equal to the “Option Tax Benefit Reimbursement Amount”. The Option Tax Benefit Reimbursement Amount for this Section 13.2(c)(ii) shall be equal to the benefit of the tax deduction received by TSYS with respect to such exercise multiplied by a fraction, the numerator of which fraction shall be equal to the number of calendar months such employee was employed with the Synovus Group during the term of said option and the denominator of which fraction shall be equal to the number of calendar months from the grant date of the option to the exercise date of such option. Any accounting expense under FAS 123R for each Remaining Synovus Option that is held by a TSYS DTE as of such TSYS DTE’s Transfer Date shall be borne by TSYS effective as of such Transfer Date.

     (iii) Each TSYS Option held by a Synovus DTE on such Synovus DTE’s Transfer Date shall be amended as of such Transfer Date to treat such Synovus DTE’s employment with Synovus the same as employment with TSYS for purposes of any vesting schedule applicable to such option and for purposes of determining when the exercise period for such TSYS Option has ended due to a termination of such Synovus DTE’s employment. Upon the exercise of such a TSYS Option, the exercise price shall be paid to (or otherwise satisfied to the satisfaction of) TSYS in accordance with the terms of such TSYS Option, and TSYS shall be solely responsible for the issuance of TSYS Common Stock and for taking reasonable steps to ensure the withholding of all applicable tax on behalf of Synovus and the remittance of such withholding tax to Synovus. Synovus shall be responsible for the satisfaction of all tax reporting requirements in respect of such exercise, shall be responsible for remitting the appropriate withholding amounts to the appropriate taxing authorities, and shall be entitled to the benefit of any tax deduction in respect of the exercise of such TSYS Option. To the extent Synovus is entitled to the benefit of any tax deduction in respect of the exercise of such TSYS Option by a Synovus DTE, or to the extent Synovus is entitled to the benefit of any tax deduction in respect of the exercise of a Remaining Synovus Option by a Synovus Employee who transfers from the TSYS Group to the Synovus Group prior to the Distribution Date, Synovus shall reimburse TSYS within fifteen (15) days after such exercise occurs for an amount equal to the “Option Tax Benefit Reimbursement Amount”. The “Option Tax Benefit Reimbursement Amount” for this Section 13.2(c)(iii) shall be equal to the benefit of the tax deduction received by Synovus with respect to such exercise multiplied by a fraction, the numerator of which fraction shall be equal to the number of calendar months such employee was employed with the TSYS Group during the term of said option and the denominator of which fraction shall be equal to the number of calendar months from the grant date of the option to the exercise date of such option. Any accounting expense under FAS 123R for each TSYS Option that is held by a Synovus DTE as of such Synovus DTE’s Transfer Date shall be borne by Synovus effective as of such Transfer Date.

     13.3 TREATMENT OF OUSTANDING TSYS OPTIONS. Each option to purchase TSYS Common Stock held by an employee of TSYS who transfers to Synovus on the Distribution Date shall be converted into a Synovus Option using the same basic procedure set forth in Section 13.2(b).

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     13.4 TREATMENT OF OUTSTANDING RESTRICTED STOCK.

     (a) General. Each individual who holds shares of Synovus Restricted Stock outstanding under a Synovus Stock Plan as of the Distribution Date shall continue to hold such shares of Synovus Restricted Stock and, in addition, shall receive a dividend of TSYS Common Stock the same as any other holder of outstanding shares of Synovus Common Stock on the Distribution Date. Such TSYS Common Stock shall (to the extent practicable) be subject to the same terms, conditions and restrictions as the related Synovus Restricted Stock. Synovus shall treat employment by TSYS and each member of the TSYS Group as employment by Synovus under the Synovus Stock Plans with respect to outstanding Synovus Restricted Stock grants which are held by TSYS Employees and TSYS DTEs and TSYS shall treat employment by Synovus and each member of the Synovus Group as employment by TSYS under the TSYS Stock Plans with respect to TSYS Restricted Stock grants which are held by Synovus Employees and Synovus DTEs.

     (b) Tax Aspects. Upon the lapse of the restrictions on a share of Synovus Restricted Stock held by a TSYS Employee or TSYS DTE, Synovus shall be responsible for taking reasonable steps to ensure the withholding of all applicable tax on behalf of TSYS and the remittance of such withholding tax to TSYS. Upon the lapse of the restrictions on a share of TSYS Restricted Stock or a share of TSYS Common Stock issued on the Distribution Date to a holder of Synovus Restricted Stock held by a Synovus Employee or Synovus DTE, TSYS shall be responsible for taking reasonable steps to ensure the withholding of all applicable tax on behalf of Synovus and the remittance of such withholding tax to Synovus. TSYS or Synovus as the employer of a TSYS DTE or Synovus DTE, respectively, on the date, if any, that the restrictions on the restricted stock lapse shall be entitled to the benefit of any tax deduction with respect to such shares of restricted stock and shall be responsible for the satisfaction of all tax reporting requirements upon such lapse of the restrictions and shall be responsible for remitting the appropriate withholding amounts to the appropriate taxing authorities. To the extent TSYS is entitled to the benefit of any tax deduction in respect of the lapse of the restrictions on a share of Synovus Restricted Stock held by a TSYS DTE, or by a TSYS Employee who transfers from the Synovus Group to the TSYS Group prior to the Distribution Date, TSYS shall reimburse Synovus within fifteen (15) days after such lapse of restrictions occurs for an amount equal to the “Synovus Restricted Stock Tax Benefit Reimbursement Amount”. The “Synovus Restricted Stock Tax Benefit Reimbursement Amount” shall be equal to the benefit of the tax deduction received by TSYS with respect to such lapse of restrictions multiplied by a fraction, the numerator of which fraction shall be equal to the number of calendar months such employee was employed with the Synovus Group during the term of said restricted stock and the denominator of which fraction shall be equal to the number of calendar months from the grant date of the restricted stock to the date such restrictions lapse. Any accounting expense under FAS 123R for the shares of Synovus Restricted Stock that are held by a TSYS DTE as of such TSYS DTE’s Transfer Date shall be borne by TSYS effective as of such Transfer Date. To the extent Synovus is entitled to the benefit of any tax deduction in respect of the lapse of the restrictions on a share of TSYS Restricted Stock (or a share of TSYS Common Stock issued on the Distribution Date to a holder of Synovus Restricted Stock) held by a Synovus DTE, or by a Synovus Employee who transfers from the TSYS Group to the Synovus Group prior to the Distribution Date, Synovus shall reimburse TSYS within fifteen (15) days after such occurs for an amount equal to the “TSYS Restricted Stock Tax Benefit Reimbursement Amount”. The “TSYS Restricted Stock

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Tax Benefit Reimbursement Amount” shall be equal to the benefit of the tax deduction received by Synovus with respect to such lapse of restrictions multiplied by a fraction, the numerator of which fraction shall be equal to the number of calendar months such employee was employed with the TSYS Group during the term of said restricted stock and the denominator of which fraction shall be equal to the number of calendar months from the grant date of the restricted stock to the date such restrictions lapse. Any accounting expense under FAS 123R for the shares of TSYS Restricted Stock (or a share of TSYS Common Stock issued on the Distribution Date to a holder of Synovus Restricted Stock) that are held by a Synovus DTE as of such Synovus DTE’s Transfer Date shall be borne by Synovus effective as of such Transfer Date.

     (c) Forfeitures. If a share of TSYS Restricted Stock or a share of TSYS Common Stock issued on the Distribution Date to a holder of Synovus Restricted Stock is forfeited, such share of stock shall revert to TSYS and shall be cancelled by TSYS. If a share of Synovus Restricted Stock is forfeited, such share of stock shall revert to Synovus and shall be cancelled by Synovus.

     13.5 STOCK PURCHASE PLANS. Synovus shall continue to maintain the Synovus Employee Stock Purchase Plan (the “Synovus Employee Stock Purchase Plan”) for Synovus Employees and TSYS shall continue to maintain the TSYS Employee Stock Purchase Plan (the “TSYS Employee Stock Purchase Plan”) for TSYS Employees as of the Distribution Date. For purposes of the Synovus Employee Stock Purchase Plan, Synovus shall grant service credit in accordance with Section 2.4 hereof, and for purposes of the TSYS Employee Stock Purchase Plan, TSYS shall grant service credit in accordance with Section 2.4 hereof.

SECTION 14

TIME OFF BENEFITS

     14.1 TSYS EMPLOYEES AND TSYS DTES. Effective as of the Distribution Date for TSYS Employees and effective as of the Transfer Date for each TSYS DTE, TSYS shall, or shall have caused one or more members of the TSYS Group, to assume all Liabilities for vacation time, paid days off, major medical and other time-off benefits with respect to such individuals, in each case, regardless of whether such Liabilities relate to claims incurred before, on or after the Distribution Date or, where applicable, a Transfer Date, and TSYS agrees to pay, perform and discharge all such Liabilities. Effective as of the Distribution Date, TSYS shall credit each TSYS Employee with the amount of accrued but unused vacation time, paid days off, major medical and other time-off benefits pursuant to this Section 14.1 as of the Distribution Date, or with respect to each TSYS DTE, as of his or her Transfer Date. Notwithstanding the foregoing, TSYS shall not be required to credit any TSYS Employee or TSYS DTE with any accrual to the extent that a benefit attributable to such accrual is provided by the Synovus Group.

     14.2 SYNOVUS DTE. Effective as of the Transfer Date for each Synovus DTE, Synovus shall, or shall have caused one or more members of the Synovus Group, to assume all Liabilities for vacation time, paid days off, major medical and other time-off benefits with respect to such individuals, in each case, regardless of whether such Liabilities relate to claims incurred before, on or after the Transfer Date and Synovus agrees to pay, perform and discharge

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all such Liabilities. Effective as of the Transfer Date, Synovus shall credit each Synovus DTE with the amount of accrued but unused vacation time, paid days off, major medical and other time-off benefits pursuant to this Section 14.2 as of the Transfer Date. Notwithstanding the foregoing, Synovus shall not be required to credit any Synovus DTE with any accrual to the extent that a benefit attributable to such accrual is provided by the TSYS Group.

SECTION 15

DIRECTOR PLANS

     Synovus and TSYS shall take the necessary and appropriate steps to timely separate (on an individual company basis) any vendor agreements and administration arrangements that apply to Synovus and TSYS on a combined basis as of the Distribution Date with respect to any plans, programs and arrangements maintained for the benefit of members of the Board of Directors of Synovus and the Board of Directors of TSYS.

SECTION 16

INDEMNIFICATION

     The indemnification provisions in the Indemnification and Insurance Matters Agreement shall apply to this Agreement as if such provisions were set forth in this Agreement.

SECTION 17

GENERAL AND ADMINISTRATIVE

     17.1 SHARING OF INFORMATION. Synovus and TSYS (acting directly or through members of the Synovus Group or TSYS Group, respectively) shall provide to the other and their respective agents all Information in accordance with Article 5 of the Distribution Agreement. The Parties also hereby agree to enter into any agreement that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA and any other applicable Law.

     17.2 TRANSFER OF EMPLOYEE RECORDS. Subject to applicable Law, as soon as practicable following the Distribution Date, Synovus shall transfer and assign to TSYS all Employee Records relating to TSYS Participants. For purposes of this Agreement, Employee Records shall mean, as applicable, records that pertain to (a) skill and development training (I-learn), (b) employment histories, (c) salary and benefit information, such as, all payroll deduction authorizations and elections, whether voluntary or mandated by law, including but not limited to W-4 forms and deductions for benefits such as insurance, flexible spending account and retirement savings, charitable giving, insurance beneficiary designations, and flexible spending account enrollment confirmations, (d) I-9 forms and work authorization records (“Immigration Records”), (e) Occupation, Safety and Health Administration reports and records and (f) active medical restriction forms. Subject to applicable law, Synovus shall transfer and assign to TSYS all Employee Records relating to TSYS DTEs on the Transfer Date, or as soon as practicable following the Transfer Date, for each TSYS DTE. Synovus may retain originals

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of, copies of, or access to the Employee Records, in accordance with applicable Law, and as long as necessary by Synovus to provide services to TSYS or on its behalf pursuant to a Transition Services Agreement. Subject to applicable law, TSYS shall transfer and assign to Synovus all Employee Records for Synovus DTEs on the Transfer Date, or as soon as practicable following the transfer date, for each Synovus DTE and shall transfer and assign to Synovus all Employee Records for TSYS employees who transfer to Synovus on the Distribution Date. Immigration Records for Synovus DTEs and TSYS DTEs will, if and as appropriate, become a part of Synovus’s or TSYS’s H-1B visa public access files, as applicable.

     17.3 REASONABLE EFFORTS/COOPERATION. Each of the Parties will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement.

     17.4 EMPLOYER RIGHTS. Nothing in this Agreement shall prohibit TSYS or any member of the TSYS Group from amending, modifying or terminating any TSYS Benefit Plan, at any time within its sole discretion provided that any such amendment, modification or termination shall not relieve TSYS from any obligation herein and shall comply with the requirements of the Tax Sharing Agreement. Nothing in this Agreement shall prohibit Synovus or any member of the Synovus Group from amending, modifying or terminating any Synovus Benefit Plan, at any time within its sole discretion provided that any such amendment, modification or termination shall not relieve Synovus from any obligation herein and shall comply with the requirements of the Tax Sharing Agreement.

     17.5 NO THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, including any TSYS Participant and any Synovus Participant. Furthermore, nothing in this Agreement is intended (i) to confer upon any employee or former employee of Synovus, TSYS or any member of the Synovus Group or TSYS Group any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave, or (ii) to be construed to relieve any insurance company of any responsibility for any employee benefit under any Benefit Plan or any other Liability.

     17.6 CONSENT OF THIRD PARTIES. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner; provided, however, TSYS shall not have any obligation under this Agreement to Synovus to obtain a novation with respect to obligations which Synovus or any member of the Synovus Group might have with respect to any TSYS Participant.

     17.7 BENEFICIARY DESIGNATION/RELEASE OF INFORMATION/RIGHT TO REIMBURSEMENT. To the extent permitted by applicable Law and except as otherwise

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provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to TSYS Participants under Synovus Benefit Plans shall be transferred and assigned to and be in full force and effect under the corresponding TSYS Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant TSYS Participant.

     17.8 NOT A CHANGE IN CONTROL. The Parties acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Synovus Benefit Plan or TSYS Benefit Plan.

SECTION 18

MISCELLANEOUS

     18.1 EFFECT IF DISTRIBUTION DOES NOT OCCUR. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to, as of or following the Distribution Date, or otherwise in connection with the Separation, shall not be taken or occur except to the extent specifically agreed to in writing by Synovus and TSYS and neither Party shall have any Liabilities to the other Party under this Agreement.

     18.2 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership, joint venture or other fiduciary relationship between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth in this Agreement.

     18.3 INDIRECT ACTION. Each of Synovus and TSYS shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed indirectly by such Party or by the Synovus Group or the TSYS Group, respectively.

     18.4 NOTICES. All notices, requests, claims, demands and other communications under this Agreement shall be provided in accordance with the Notice provision of the Distribution Agreement.

     18.5 ENTIRE AGREEMENT. This Agreement, the Distribution Agreement, and each other Ancillary Agreement, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to in this Agreement and in any such Ancillary Agreement, shall together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

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     18.6 AMENDMENTS AND WAIVERS. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by an authorized officer of each Party. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by an authorized officer of the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

     18.7 GOVERNING LAW. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Georgia, without giving effect to the conflicts of laws principles thereof.

     18.8 HEADINGS. The section and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

     18.9 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.

     18.10 ASSIGNMENT. This Agreement may not be assigned by either Party except as provided in the Distribution Agreement with respect to an assignment under such Distribution Agreement.

     18.11 SEVERABILITY. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term or provision of this Agreement, which shall remain in full force and effect; provided, however, if any term or provision of this Agreement is determined to be invalid or unenforceable, the Parties shall negotiate in good faith to amend such term or provision so that it will be valid and enforceable. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each Party hereby agrees that such restriction may be enforced to the maximum extent permitted by Law, and each Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Synovus Financial Corp.
 

By:  

Name:  

Title:  

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Total System Services, Inc.
 

By:  

Name:  

Title:  

31

EX-10.2

Exhibit 10.2

EXHIBIT D

FORM OF TRANSITION SERVICES AGREEMENT

     THIS TRANSITION SERVICES AGREEMENT, dated as of                     , 2007 (this “Agreement”), is made by and between Synovus Financial Corp., a Georgia corporation (“Synovus”), and Total System Services, Inc., a Georgia corporation (“TSYS”). Synovus and TSYS may each be referred to herein as a “Party” and/or the “Parties” as the case may require.

WITNESSETH:

     WHEREAS, Synovus, Columbus Bank and Trust Company and TSYS are parties to an Agreement and Plan of Distribution, dated as of October 25, 2007 (the “Distribution Agreement”), pursuant to which Synovus will, subject to the terms and conditions in the Distribution Agreement, distribute to its shareholders all of the common stock of TSYS held by it as of a certain date;

     WHEREAS, in connection with the transactions contemplated by the Distribution Agreement, Synovus and TSYS wish to enter into this Agreement for purposes of continuity and transition; and

     WHEREAS, TSYS desires to cause Synovus and its appropriate Subsidiaries (as defined below) to provide to TSYS and its appropriate Subsidiaries the Services (as defined below) set forth on Schedule A hereto, and Synovus is willing to provide, or cause its appropriate Subsidiaries to provide, such Services, and Synovus desires to cause TSYS and its appropriate Subsidiaries to provide to Synovus and its appropriate Subsidiaries the Services set forth on Schedule B hereto, and TSYS is willing to provide, or cause its appropriate Subsidiaries to provide, such Services, all on the terms and conditions set forth below.

     NOW, THEREFORE, the Parties, in consideration of the foregoing and the mutual covenants contained herein, agree as follows:

     SECTION 1. SPECIFIC DEFINITIONS.

     In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have the respective meanings set forth below:

     “Acquisition Transaction” shall mean, with respect to any Party, a transaction (i) in which such Party acquires (by merger, asset purchase, stock purchase or otherwise) the business of a Third Party that has annual revenues in the fiscal year preceding such transaction equal to or greater than thirty percent (30%) of the consolidated revenues of such Party in the fiscal year preceding such transaction, (ii) in which such Party merges with or into a Third Party that has annual revenues in the fiscal year preceding such transaction equal to or greater than thirty percent (30%) of the consolidated revenues of such Party in the fiscal year preceding such transaction or (iii) that would result in a Change in Control of such Party.

     “Applicable Rate” shall mean the rate of interest per annum announced from time to time by Columbus Bank and Trust Company as its prime lending rate.

     “Ancillary Agreement” shall have the meaning given to it in the Distribution Agreement.

     “Bankruptcy Event” with respect to a Party shall mean the filing of an involuntary petition in bankruptcy or similar proceeding against such Party seeking its reorganization, liquidation or the appointment of a receiver, trustee or liquidator for it or for all or substantially all of its assets, whereupon such petition shall not be dismissed within sixty (60) days after the filing thereof, or if such Party shall (i) apply for or consent in writing to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, (ii) file a voluntary bankruptcy petition, (iii) make a general assignment for the benefit of creditors or (iv) file a petition or an answer seeking reorganization or an arrangement with its creditors or take advantage of any insolvency Law with respect to itself as debtor.

     “Change in Control” shall mean, with respect to Synovus or TSYS, as the case may be, the occurrence of any of the following: (a) after the Effective Time, any Person or group of Persons acquires the beneficial ownership of more than thirty-five percent (35%) of the outstanding voting power of Synovus or TSYS, as applicable (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder), or (b) during any period of 12 consecutive months commencing after the Effective Time, individuals who on the first day of such period were directors of Synovus or TSYS, as applicable (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office), cease to constitute a majority of the Board of Directors of Synovus or TSYS, as applicable.

     “Confidential Disclosure Agreement” shall have the meaning given to it in the Distribution Agreement.

     “Confidential Information” shall have the meaning given to it in the Confidential Disclosure Agreement.

     “Contaminant” shall mean any virus, worm, trojan horse, software lock, “drop dead” device, trap door, time bomb, or any other contaminant or material that is designed in substantial part to access and modify or delete in an unauthorized manner, disrupt or damage any data files or other computer programs, software or hardware or any material that provides access to any such contaminants or materials.

     “Distribution Agreement” shall have the meaning set forth in the recitals.

     “DRP” shall have the meaning set forth in Section 2.9.

     “Effective Time” shall have the meaning given to it in the Distribution Agreement.

     “Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or regulatory, administrative or governmental authority.

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     “Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

     “Loss” shall mean all losses, liabilities, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (including reasonable legal fees, accounting fees or otherwise as such costs are incurred) relating thereto.

     “Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

     “Restricted Assignment Period” shall have the meaning given to it in the Distribution Agreement.

     “Services” shall mean (as the context permits) the Synovus Services and/or the TSYS Services.

     “Subsidiary” shall have the meaning given to it in the Distribution Agreement.

     “Synovus Services” shall mean, subject to Section 2.1(c), those services to be provided by Synovus or its appropriate Subsidiaries to TSYS or any of its appropriate Subsidiaries designated by TSYS, as set forth on Schedule A hereto or as otherwise set forth herein.

     “Systems” shall have the meaning set forth in Section 2.10.

     “Third Party” shall mean a Person who is not a Party or a Subsidiary thereof.

     “TSYS Services” shall mean, subject to Section 2.1(c), those services to be provided by TSYS or its appropriate Subsidiaries to Synovus or any of its appropriate Subsidiaries designated by Synovus, as set forth on Schedule B hereto or as otherwise set forth herein.

     SECTION 2. SERVICES.

     Section 2.1 Services. (a) Synovus shall provide, or cause its appropriate Subsidiaries to provide, to TSYS and its appropriate Subsidiaries each Synovus Service for the term set forth opposite the description of such Synovus Service in Schedule A.

          (b) TSYS shall provide, or cause its appropriate Subsidiaries to provide, to Synovus and its appropriate Subsidiaries each TSYS Service for the term set forth opposite the description of such TSYS Service in Schedule B.

          (c) Notwithstanding anything to the contrary in this Agreement, the Services shall not include, nor shall this Agreement in any way apply to, any services or products provided pursuant to those agreements between the Parties set forth on Schedule C hereto.

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     Section 2.2 Additional Services. (a) From time to time after the Effective Time, the Parties may identify additional services that will be provided in accordance with the terms of this Agreement (the “Additional Services”). The Parties may agree in writing on Additional Services during the term of this Agreement by supplementing Schedule A or Schedule B, as the case may be.

          (b) Except as set forth in the last sentence of this Section 2.2(b), the Party that is to provide or cause its Subsidiary to provide any Additional Service shall be obligated to perform such Additional Service, so long as such Additional Service: (1) was provided by the providing Party or its Subsidiary immediately prior to the Effective Time and is reasonably believed by the receiving Party to have been inadvertently or unintentionally omitted from Schedule A or Schedule B, as the case may be, or (2) is necessary to effectuate an orderly transition under this Agreement and the Distribution Agreement, unless in either case such performance would significantly disrupt the providing Party’s operations or cannot be performed using the existing resources of the providing Party taking into account other commitments and needs of the providing Party. The fee for providing an Additional Service under this Section 2.2(b) will be a reasonable charge as agreed to by the Parties prior to the performance of such Additional Service. If the providing Party reasonably believes the performance of Additional Services required under clauses (1) or (2) above would significantly disrupt the providing Party’s operations or cannot be performed using the existing resources of the providing Party, the providing Party and the receiving Party shall negotiate in good faith to establish terms under which the providing Party can provide such Additional Services; provided, however, that the providing Party shall not be obligated to provide such Additional Services if, following good faith negotiation, the Parties are unable to reach agreement on such terms.

     Section 2.3 Standard of Service. The Services shall be provided by each Party in good faith and, except as otherwise set forth on Schedule A or Schedule B for a specific Service, at substantially the same level of service that such Services have historically been provided by the providing Party.

     Section 2.4 Service Boundaries. (a) Except as otherwise provided in Section 2.4(b) or Section 2.4(c) below, (i) each of Synovus and TSYS shall be required to provide, or cause its appropriate Subsidiaries to provide, the Services to the other Party and its appropriate Subsidiaries only to the extent and only at the locations such Services are being provided immediately prior to the Effective Time, (ii) the Services will be available only for purposes of conducting the business of the Party receiving the Services and (iii) each Party acknowledges and agrees that the providing Party shall have no obligation to provide Services to segments of the receiving Party’s business that have been added or acquired subsequent to the Effective Time, in connection with a Change in Control of the receiving Party or otherwise.

          (b) At any time prior to May 31, 2008, (i) a Party receiving any Service may provide written notice to the providing Party of any location that is additional to those locations at which such Service is being provided immediately prior to the Effective Time and, within a reasonable period of time as mutually agreed by the Parties, which period of time shall in no event be later than ninety (90) days following receipt of such notice, the providing Party shall be required, for a reasonable charge, to provide, or cause its appropriate Subsidiaries to provide, such Service to the receiving Party or any of its appropriate Subsidiaries at such additional

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location for the then-remaining duration of the term of the applicable Service or for such other duration as may be agreed in writing by the Parties, and (ii) a Party receiving any Service may provide written notice to the providing Party requesting that such Service be made available to the receiving Party for purposes of conducting its business in a manner substantially different from the manner its business was conducted prior to the Effective Time and, within a reasonable period of time as mutually agreed by the Parties, which period of time shall in no event be later than ninety (90) days following receipt of such notice (which notice shall include a reasonably detailed description of the manner in which the conduct of business has or is to be changed and the resulting increase in the scope of the applicable Service), the providing Party shall be required, for a reasonable charge as agreed to by the Parties prior to the performance of such Service, to provide, or cause its appropriate Subsidiaries to provide, such Service to the receiving Party or any of its appropriate Subsidiaries for purposes of conducting the business of the receiving Party in such substantially different manner for the then-remaining duration of the term of the applicable Service or for such other duration as may be agreed in writing by the Parties, unless, in case of either Section 2.4 (b)(i) or Section 2.4(b)(ii), such performance would significantly disrupt the providing Party’s operations or increase in an unduly burdensome manner the scope of its responsibility under this Agreement.

          (c) If at any time prior to May 31, 2008 a Party receiving Services under this Agreement enters into a definitive agreement with respect to, or consummates, an Acquisition Transaction, such receiving Party may (but is not required to) notify the providing Party in writing on or prior to May 31, 2008 of such receiving Party’s election to convert its systems directly to the systems of the Third Party to such Acquisition Transaction. Upon timely receipt of such a notice of election, the providing Party shall provide reasonable cooperation and assistance to the receiving Party in effecting such conversion; provided, however, the receiving Party shall reimburse the providing Party for all reasonable expenses incurred by the providing Party in connection with such conversion efforts.

     Section 2.5 Representations and Warranties. Each Party represents and warrants to the other that it has the right to enter into and perform this Agreement, this Agreement has been validly executed by a duly authorized representative, and once executed, will impose valid and binding legal obligations upon it; and, except as set forth on Schedule D, its entry into and performance of this Agreement will not conflict with any of its existing obligations or undertakings, or any other agreement to which it is a party or bound by.

     Section 2.6 DISCLAIMER OF OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER SYNOVUS NOR TSYS MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR OTHER DELIVERABLES PROVIDED BY IT OR ITS APPROPRIATE SUBSIDIARIES HEREUNDER.

     Section 2.7 Systems. TSYS is contracting for use of Synovus’s systems, and Synovus is contracting for use of TSYS’s systems, on an “as-is” basis. Subject to the following sentence, it will be at Synovus’s discretion as to whether enhancements or modifications to its systems will be made available to TSYS and it will be at TSYS’s discretion as to whether enhancements or

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modifications to its systems will be made available to Synovus. After the Effective Time, there will be no enhancements or modifications to the systems of Synovus or TSYS at the other Party’s request, unless the providing Party consents in writing to such enhancement or modification; provided, however, if the requesting Party agrees in writing to pay, or reimburse the providing Party for, any and all of the reasonable costs associated with such enhancement or modification, including, without limitation, any reasonable costs associated with “winding down” such enhancement or modification following the termination of the applicable Service, and such enhancement or modification is reasonably necessary in order for the requesting Party to comply with then applicable Law, then such consent shall not be required and the providing Party shall make such enhancement or modification.

     Section 2.8 Contaminants. Both Parties agree to implement and maintain reasonable anti-Contaminant software programs and firewalls and to take reasonable measures to prevent the introduction of Contaminants into Systems used in connection with the Services. If a Contaminant is found to have been introduced into the Systems used in connection with the Services, the Parties shall reasonably cooperate to eradicate and reduce the effects of such Contaminant and, if the Contaminant causes a loss of operational efficiency or loss of data, reasonably cooperate to mitigate any losses of operational efficiency or data caused by it.

     Section 2.9 Disaster Recovery. During the term of this Agreement the providing Party shall maintain business continuation and disaster recovery plans that it maintained for the Services during the twelve (12) months immediately preceding the Effective Time (the “DRP”). The providing Party shall update and test the operability of the DRP with the same frequency and testing mechanisms that it used during the twelve (12) months immediately preceding the Effective Time, and shall make available to the receiving Party the results of such tests.

     Section 2.10 Systems Security. If a Party (or any of its Subsidiaries) is given access to the other’s computer system(s) or software (“Systems”) in connection with performance of the Services, such Party that is given access shall comply (and shall cause its Subsidiaries to comply) with the other Party’s system security policies, procedures, and requirements, will not tamper with, compromise or circumvent any security or audit measures employed by the other Party, and shall ensure that it accesses the other Party’s Systems solely as reasonably necessary to perform the Services in accordance with the provisions of this Agreement. Each Party shall take reasonable steps to ensure that only those users who are specifically authorized to gain access to the other Party’s Systems do gain such access and to prevent unauthorized destruction, alteration or loss of information contained therein. Each Party undertakes to inform promptly the other Party when it becomes aware of any unauthorized access to the other Party’s Systems. If at any time an employee of a Party or a Subsidiary thereof or any other individual (i) has sought to circumvent or has circumvented the security regulations or mechanisms of the other Party, (ii) has accessed or has attempted to access the other Party’s Systems without authorization or (iii) has engaged in activities that are reasonably likely to lead to the unauthorized access, destruction or alteration of the Systems or loss of data or information thereon, the Party whose Systems have been so circumvented, accessed, destroyed or altered may suspend or limit the access of any such employee or individual to the Systems or Services as necessary to address such unauthorized circumvention, access, destruction or alteration and shall promptly notify the other Party. Upon such suspension or limitation, the Parties shall cooperate with each other and act reasonably to determine the appropriate steps to take in response thereto, in order to minimize the effects of

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such unauthorized circumvention, access, destruction or alteration and to restore the suspended or limited access as soon as practicable.

     Section 2.11 Cooperation to Effect Separation of Parties. Each Party will use its commercially reasonable efforts to implement its own independent systems and services and to completely separate from the other Party’s systems and services on or before the date on which this Agreement terminates. The Parties shall cooperate with one another to maintain an orderly transfer of Services provided hereunder and shall provide necessary assistance for an orderly transfer thereof. Each receiving Party agrees to bear its own costs in connection with the implementation of its own systems for the purpose of conducting its business after the termination or expiry of the Services provided to it or any of its Subsidiaries by the other Party or any of its Subsidiaries.

     SECTION 3. COOPERATION; LICENSES AND PERMITS.

     Section 3.1 Cooperation; Consents. The Parties will use good faith efforts to cooperate with each other in matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, providing electronic access to technology systems used in connection with the Services and obtaining all third party consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use third party software needed for the performance of Services), including those set forth in Schedule D. The costs of obtaining the third party consents, licenses, sublicenses or approvals listed in Schedule D shall be borne by the Party specified in the Schedule as responsible to pay such costs or proportion of such costs; provided, however, where the necessary third party consent, license, sublicense or approval is not listed in Schedule D, the costs of obtaining such consent, license or approval shall be borne by the providing Party, unless the third party consent, license, sublicense or approval is obtained for the primary purpose of providing the Services to the receiving Party, in which case the receiving Party will pay such costs. In the event that a consent required to perform a Service in accordance with this Agreement is not obtained, the Parties shall cooperate with each other and act in good faith to ascertain and obtain reasonable alternative arrangements to allow the Service(s) in question to be provided.

     Section 3.2 Licenses and Permits. Each Party warrants and covenants that all duties and obligations (including with respect to Synovus, all Synovus Services and with respect to TSYS, all TSYS Services) to be performed hereunder shall be performed in compliance in all material respects with all applicable federal, state, provincial and local Laws, rules and regulations. Each Party shall obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its duties and obligations (including with respect to Synovus, the Synovus Services and with respect to TSYS, the TSYS Services) hereunder and shall at all times comply in all material respects with the terms and conditions of such permits, approvals and licenses.

     Section 3.3 Policies. To the extent that a Party is performing Services at the other Party’s premises, it shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its personnel to, comply with the other Party’s policies, guidelines and regulations applicable to each work location that it has been informed of in

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writing (including but not limited to rules and policies relating to access, conduct, and other rules and policies otherwise in effect at the receiving Party’s premises).

     SECTION 4. PAYMENT.

     Section 4.1 Service Fees. (a) In consideration for the provision of each of the Synovus Services, TSYS shall pay to Synovus the fee set forth for such Synovus Service on Schedule A.

          (b) In consideration for the provision of each of the TSYS Services, Synovus shall pay to TSYS the fee set forth for such TSYS Service on Schedule B.

     Section 4.2 Costs and Expenses. (a) In addition to the fees payable in accordance with Section 4.1(a), TSYS shall reimburse Synovus for any and all reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone, telecopy and similar expenses) incurred by Synovus or its appropriate Subsidiaries with respect to third parties in connection with the provision of Synovus Services to TSYS pursuant to the terms of this Agreement or paid by Synovus or its appropriate Subsidiaries on behalf of TSYS, including any costs incurred by Synovus related to the provision of such Synovus Services; provided, however, any such out-of-pocket costs and expenses for any month exceeding, in aggregate, $10,000 shall require advance written approval by the receiving Party.

          (b) In addition to the fees payable in accordance with Section 4.1(b), Synovus shall reimburse TSYS for any and all reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone, telecopy and similar expenses) incurred by TSYS or its appropriate Subsidiaries with respect to third parties in connection with the provision of TSYS Services to Synovus pursuant to the terms of this Agreement or paid by TSYS or its appropriate Subsidiaries on behalf of Synovus, including any costs incurred by TSYS related to the provision of such TSYS Services; provided, however, any such out-of-pocket costs and expenses for any month exceeding, in aggregate, $10,000 shall require advance written approval by the receiving Party.

          (c) Without limiting the foregoing, each Party agrees to reimburse the other Party for any costs or expenses incurred by the other Party in connection with the conversion of the reimbursing Party to the reimbursing Party’s own systems.

     Section 4.3 Invoices; Payment. (a) Synovus will invoice TSYS in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by TSYS in accordance with Section 4.1(a) for Synovus Services listed on Schedule A provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by TSYS in accordance with Section 4.2(a) for any out-of-pocket costs and expenses incurred during the immediately preceding month to the extent Synovus has received an invoice from such third party; and (iii) as of the last day of each calendar month for any taxes (excluding taxes determined, in whole or in part, by net income, net receipts or net worth) payable with respect to the provision of Synovus Services to TSYS during such month. Synovus shall deliver or cause to be delivered to TSYS each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. TSYS shall pay each such invoice received

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by electronic funds transfer within thirty (30) days of the date on which such invoice was received.

          (b) TSYS will invoice Synovus in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Synovus in accordance with Section 4.1(b) for TSYS Services listed on Schedule B provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by Synovus in accordance with Section 4.2(b) for any out-of-pocket costs and expenses incurred during the immediately preceding month to the extent TSYS has received an invoice from such third party; and (iii) as of the last day of each calendar month for any taxes (excluding taxes determined, in whole or in part, by net income, net receipts or net worth) payable with respect to the provision of TSYS Services to Synovus during such month. TSYS shall deliver or cause to be delivered to Synovus each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. Synovus shall pay each such invoice received by electronic funds transfer within thirty (30) days of the date on which such invoice was received.

          (c) Subject to the Distribution Agreement and each other Ancillary Agreement, each Party shall provide to the other Party all information, data and exemption certificates as such other Party may from time to time reasonably request and otherwise fully cooperate with such other Party in connection with the reporting and payment of any taxes with respect to the Services. Each Party shall cooperate with the other Party and take any action reasonably requested which does not cause the Party to incur any cost or inconvenience in order to minimize any taxes payable with respect to the Services.

          (d) A Party’s obligation to make any required payments under this Agreement shall not be subject to any unilateral right of offset, set-off, deduction or counterclaim arising under the Distribution Agreement or any other Ancillary Agreement.

     Section 4.4 Late Payment. (a) Any amount not paid when due shall be subject to a late payment fee computed daily at a rate equal to the Applicable Rate. Notwithstanding the foregoing, if a Party (the “Disputing Party”) disputes the accuracy of any invoice, that Party shall timely pay the undisputed portion of such invoice as provided herein, and the Parties will promptly meet and seek to resolve the disputed amount of the invoice. If, upon resolution of the dispute, the Disputing Party is found to have underpaid the amount actually due, the Disputing Party shall, within five (5) Business Days after the date on which the dispute is resolved, remit any amount due plus interest at the Applicable Rate from the due date until paid. To avoid doubt, (i) a Party shall be required to timely pay any undisputed amounts due, notwithstanding the fact that such Party may be disputing other amounts due and (ii) failure to pay an amount the subject of a bona fide dispute under this Section 4.4 does not constitute a breach of this Agreement by the Disputing Party.

          (b) Each Party agrees to pay the other Party’s reasonable attorneys’ fees and other costs incurred in collection of (i) any undisputed amounts owed to such other Party hereunder and not paid when due, (ii) disputed amounts not paid in accordance with Section 4.4(a) upon resolution of the dispute, and (iii) a disputed amount where a court or arbitrator determines that the amount was not the subject of a bona fide dispute. Where a court or arbitrator determines that the Party issuing the disputed invoice did not act in good faith by not

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resolving the dispute, that Party must pay the Disputing Party’s reasonable attorneys’ fees and other costs incurred in resolving the dispute.

     Section 4.5 Fees, Etc. Upon Termination of Services. In the event of a termination of Services pursuant to Section 7.1, with respect to the calendar month in which such Services cease to be provided, the recipient of such Services shall be obligated to pay a pro rata share of the fee for such Service set forth on Schedule A or Schedule B, as applicable, equal to the product of (x) the fee set forth on Schedule A or Schedule B, as applicable, multiplied by (y) a fraction, the numerator of which is the number of days in the calendar month in which such Services cease to be provided preceding and including the last date on which such Services are provided, and the denominator of which is 30.

     SECTION 5. INDEMNIFICATION AND LIABILITY.

     Section 5.1 Indemnification by Principal. (a) TSYS agrees to indemnify, defend and hold Synovus and its appropriate Subsidiaries harmless from and against any Loss to which Synovus or its appropriate Subsidiaries may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Synovus or its appropriate Subsidiaries of Synovus Services, other than Losses resulting from Synovus’s or its appropriate Subsidiaries’ gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, TSYS shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits).

          (b) Synovus agrees to indemnify, defend and hold TSYS and its appropriate Subsidiaries harmless from and against any Loss to which TSYS or its appropriate Subsidiaries may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by TSYS or its appropriate Subsidiaries of TSYS Services, other than Losses resulting from TSYS’s or its appropriate Subsidiaries’ gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Synovus shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits).

     Section 5.2 Indemnification by Provider. (a) Synovus agrees to indemnify, defend and hold TSYS and its appropriate Subsidiaries harmless from and against any Loss to which TSYS or its appropriate Subsidiaries may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Synovus or its appropriate Subsidiaries of Synovus Services to TSYS or its appropriate Subsidiaries where such Losses resulted from Synovus’s or its appropriate Subsidiaries’ gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.

          (b) TSYS agrees to indemnify, defend and hold Synovus and its appropriate Subsidiaries harmless from and against any Loss to which Synovus or its appropriate Subsidiaries may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by TSYS or its appropriate Subsidiaries of TSYS Services to Synovus or its appropriate Subsidiaries where such Losses resulted from TSYS’s or its appropriate Subsidiaries’

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gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.

     Section 5.3 Control of Indemnification Claims. Indemnification claims hereunder shall be subject to the procedure set forth in the Indemnification and Insurance Matters Agreement of even date between the Parties.

     Section 5.4 DISCLAIMER OF LIABILITY. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), EXCEPT TO THE EXTENT THAT SUCH CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES RELATE TO A LOSS RESULTING FROM A CLAIM AGAINST THE INDEMNIFIED PARTY BY AN UNAFFILIATED THIRD PARTY.

     SECTION 6. CONFIDENTIALITY.

     Each Party shall keep, and shall cause its appropriate Subsidiaries to keep, confidential the Schedules to this Agreement and all information received from the other Party regarding the Services, including any information received with respect to Synovus and its Subsidiaries or TSYS and its Subsidiaries, in accordance with the Confidential Disclosure Agreement, and shall use such information only for the purpose set forth in this Agreement unless otherwise agreed to in writing by the Party from which such information was received.

     SECTION 7. TERM.

     Section 7.1 Duration. (a) Subject to Sections 7.1(a), 7.2, 7.3, 7.4, 7.6 and 7.9, this Agreement will continue in full force and effect with respect to each Service until the earlier of (i) the last expiration date with respect to such Service set forth on Schedule A or Schedule B, as applicable and (ii) the termination of such Service in accordance with Section 7.1(b) or 7.4.

          (b) Each Party acknowledges that the purpose of this Agreement is for Synovus to provide the Synovus Services to TSYS on an interim basis until TSYS can perform the Synovus Services for itself, and for TSYS to provide the TSYS Services to Synovus on an interim basis until Synovus can perform the TSYS Services for itself. Accordingly, each of Synovus and TSYS shall use its commercially reasonable efforts to make or obtain such approvals, permits and licenses and implement such systems, as shall be necessary for it to provide the appropriate Services for itself as promptly as practicable. As TSYS becomes self-sufficient with respect to, or engages other sources to provide, any Synovus Service, TSYS shall be entitled to release Synovus from providing any or all of the Synovus Services hereunder by delivering a written notice thereof to Synovus at least thirty (30) days prior to the effective date of release (such notice to expire on the last day of a calendar month) of such Synovus Service(s). At the end of such thirty (30) day period (or such shorter period as may be agreed by the Parties), Synovus shall discontinue the provision of the Synovus Services specified in such notice and any such Synovus Services shall be excluded from this Agreement, and Schedule A shall be deemed to be amended accordingly. As Synovus becomes self-sufficient with respect to, or engages other sources to provide, any TSYS Service, Synovus shall be entitled to release TSYS from

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providing any or all of the TSYS Services hereunder by delivering a written notice thereof to TSYS at least thirty (30) days prior to the effective date of release (such notice to expire on the last day of a calendar month) of such TSYS Service(s). At the end of such thirty (30) day period (or such shorter period as may be agreed by the Parties), TSYS shall discontinue the provision of the TSYS Services specified in such notice and any such TSYS Services shall be excluded from this Agreement, and Schedule B shall be deemed to be amended accordingly.

          (c) Provided that the receiving Party has used commercially reasonable efforts to transition off the Services by the applicable Termination Date, if it has nevertheless not been possible for the receiving Party to transition off a particular Service prior to its applicable Termination Date (other than as a result of the receiving Party (i) requesting a modification of the form, scope or nature of the particular Service or (ii) electing any conversion of its systems or plans to systems or plans that materially differ from the systems and plans in effect on the date hereof, provided that the limitations in clauses (i) and (ii) shall not apply to any of the Services set forth in Section 01 of Schedule A (Human Resources (HR), Compensation, Recruiting and Compliance)), then upon the receiving Party’s request the Parties shall negotiate in good faith commercially reasonable terms for an extension (in any event not to exceed three months from the initial Termination Date for such Service) of the Termination Date for such existing Service to be provided in the same form, scope and nature that such Service is being provided as of the Termination Date.

     Section 7.2 Early Termination by Synovus. Synovus may terminate this Agreement by giving written notice to TSYS under the following circumstances:

          (a) if TSYS shall default in the performance of any of its material obligations under, or breach any of its covenants set forth in, this Agreement, and such default or breach shall continue and not be remedied for a period of thirty (30) days after Synovus has given written notice to TSYS specifying such default or breach and requiring it to be remedied; or

          (b) if a Bankruptcy Event has occurred with respect to TSYS and TSYS has ceased to make payments due under this Agreement in accordance with its terms.

     Section 7.3 Early Termination by TSYS. TSYS may terminate this Agreement by giving written notice to Synovus under the following circumstances:

          (a) if Synovus shall default in the performance of any of its material obligations under, or breach any of its warranties set forth in, this Agreement and such default or breach shall continue and not be remedied for a period of thirty (30) days after TSYS has given written notice to Synovus specifying such default or breach and requiring it to be remedied; or

          (b) if a Bankruptcy Event has occurred with respect to Synovus and Synovus has ceased to make payments due under this Agreement in accordance with its terms.

     Section 7.4 Force Majeure. If the performance by TSYS or Synovus of their respective duties or obligations hereunder (other than payment obligations under Section 4 hereof) is interrupted or interfered with by an event beyond the reasonable control of the performing Party which by its nature could not have been foreseen by that Party, or if it could have been foreseen, was unavoidable, and includes fire, storm, flood, earthquake or other natural

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disaster, explosion, war or terrorism, strike or labor disruption, rebellion, insurrection, quarantine, act of God, boycott, embargo, unavailability of raw materials, riot or any governmental Law, regulation or edict (collectively, the “Force Majeure Events”), the Party affected by such Force Majeure Event shall not be deemed to be in default of this Agreement by reason of its nonperformance due to such Force Majeure Event, but shall give prompt written notice to the other Party of the Force Majeure Event and the extent and anticipated duration of its inability to perform its obligations. The Party affected by the Force Majeure Event shall use its commercially reasonable efforts to mitigate the effect of the Force Majeure Event, and shall cooperate with the other Party in obtaining, at the other Party’s sole expense, an alternative source for the affected Services, and the other Party shall be released from any payment obligation to the Party affected by the Force Majeure Event with respect to such Services during the period of such Force Majeure Event. Additionally, upon and during the occurrence of a Force Majeure Event, at the sole option of the Party receiving the Services affected by the Force Majeure Event, the term of this Agreement shall be tolled with respect to such Services. If the Force Majeure Event still persists following thirty (30) consecutive days, the unaffected Party may terminate this Agreement with respect to the affected Services and any Services associated therewith by service of written notice in writing to the Party unable to perform due to the Force Majeure Event. Upon the cessation of the event of Force Majeure, the affected Party shall promptly notify the other Party in writing of such cessation.

     Section 7.5 Consequences on Termination. If this Agreement expires or is terminated in accordance with this Section 7, then (a) all Services to be provided will promptly cease, (b) each of Synovus and TSYS shall promptly return all Confidential Information received from the other Party in connection with this Agreement (including the return of all information received with respect to the Services of Synovus or TSYS, as the case may be), without retaining a copy thereof, and (c) each of Synovus and TSYS shall honor all credits and make any accrued and unpaid payment to the other Party as required pursuant to the terms of this Agreement, and no rights already accrued hereunder shall be affected.

     Section 7.6 Survival. Notwithstanding anything to the contrary in this Section 7, Sections 5, 6, 7, 8, 9, 10, 11 and 12 of this Agreement shall survive the termination hereof in accordance with their respective terms.

     Section 7.7 Accrued Rights. Any termination or expiration of this Agreement (howsoever caused) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination or expiration.

     Section 7.8 Termination Assistance. On the expiration or termination of a Service the Parties shall act reasonably and cooperate with each other to (if requested by the Party receiving the Service), at the sole cost and expense of the receiving Party, migrate such Service to the replacement service provider, as designated by the receiving Party. Each Party shall in such co-operation take into account the need to minimize both the cost of such migration and the disruption to the ongoing business activities of the Parties, and shall provide reasonable access to information and data regarding the relevant Service(s) to enable an orderly assumption of the Service(s) by the receiving Party’s replacement service provider.

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     Section 7.9 Effectiveness. This Agreement shall become effective upon the Effective Time and prior thereto shall be of no force or effect. If the Distribution Agreement shall be terminated in accordance with its terms prior to the occurrence of the Effective Time, this Agreement and any actions or agreements contemplated hereby shall automatically be terminated and of no force or effect.

     SECTION 8. RECORDS.

     Each of the Parties shall create and, for a period of six (6) years after the termination or expiration of this Agreement, maintain full and accurate books in connection with the provision of the Services, and all other records relevant to this Agreement, and upon reasonable notice from the other Party shall make available for inspection and copy by such other Party’s agents such records during reasonable business hours.

     SECTION 9. INTELLECTUAL PROPERTY, DATA.

     Section 9.1 Ownership. This Agreement and the performance of this Agreement will not affect the ownership of any copyrights or other intellectual property rights allocated in the Distribution Agreement or the other Ancillary Agreements. Neither Party will gain, by virtue of this Agreement, any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by the other Party. Except as otherwise set forth in any of the Ancillary Agreements, the Party providing the applicable Service will own all copyrights, patents, trade secrets or other intellectual property rights subsisting in any deliverable that subsists in whole or in part of software, firmware or other computer code and any other works developed by such Party for purposes of this Agreement. Each Party acknowledges and agrees that each shall retain exclusive ownership of its own respective data and other intellectual property provided to the other pursuant to this Agreement. Neither Party shall use the other Party’s data for any purpose other than the performance of this Agreement in accordance with its provisions. The receiving Party will own all data generated by or for it in the course of performing the applicable Services, and shall at all times have a right to access and be provided with copies of that data.

     SECTION 10. DISPUTE RESOLUTION.

     Section 10.1 Dispute Resolution under Distribution Agreement. Any dispute arising out of or relating to the performance, breach or interpretation of this Agreement shall be handled in accordance with Section 5.5 of the Distribution Agreement.

     Section 10.2 Continuity of Service and Performance. Unless otherwise agreed herein or in writing, the Parties will continue to provide Services and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Section 10 with respect to all matters not subject to such dispute, controversy or claim.

     SECTION 11. NOTICES.

     All notices and other communications hereunder shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1)

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Business Day after being delivered by facsimile (with receipt of appropriate confirmation), or (iv) one (1) Business Day after being deposited with an overnight courier service and addressed to the respective parties as follows:

To Synovus:

Synovus Financial Corp.
1111 Bay Avenue
Suite 500
Columbus, GA 31901
Attention: Thomas J. Prescott
                    Chief Financial Officer
Telephone: 706-649-2401
Facsimile: 706-649-4819

With a copy to:

Synovus Financial Corp.
1111 Bay Avenue
Suite 500
Columbus, GA 31901
Attention: B. Scott McGlaun
                    Chief Information Officer
Telephone: 706-649-4916
Facsimile: 706-464-4730

To TSYS:

Total System Services, Inc.
1600 First Avenue
Columbus, GA 31901
Attention: James B. Lipham
                    Chief Financial Officer
Telephone: 706-649-2262
Facsimile: 706-644-1725

With a copy to:

Total System Services, Inc.
1600 First Avenue
Columbus, GA 31901
Attention: Ryland L. Harrelson
                    Executive Vice President of Administrative Services
Telephone: 706-649-4840
Facsimile: 706-615-2716;

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or to such other address as the Party to whom notice is given may request by notifying the other in writing in the manner set forth above. As used in this Section 11, “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions located in the city of Columbus, Georgia are authorized or obligated by law or executive order to close.

     SECTION 12. MISCELLANEOUS.

     Section 12.1 Termination of Management Agreements. On and from the Effective Time, the Parties agree that each of the agreements set forth on Schedule E shall be terminated with immediate effect and without the need for any Party to take any further action.

     Section 12.2 Waivers, Modifications, Amendments. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by TSYS, on the one hand, and Synovus, on the other hand, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and in addition to other or further remedies provided by law or equity.

     Section 12.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF GEORGIA.

     Section 12.4 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person, corporation, partnership or other entity or any circumstance, is invalid and unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, corporations, partnerships or other entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any jurisdiction.

     Section 12.5 Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Sections and Schedules shall be deemed references to Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Section or provision of this Agreement. This Agreement shall not be construed against either Party as the principal drafter hereof.

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     Section 12.6 Entire Agreement. This Agreement, the Distribution Agreement and the Confidential Disclosure Agreement (including all Schedules to such agreements) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

     Section 12.7 Assignment. (a) This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, except as otherwise expressly provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be null and void; and provided further, that a Party may assign this Agreement without such prior written consent in connection with: (i) a merger transaction in which such Party is not the surviving entity or (ii) the sale, transfer, exchange or other disposition by such Party of all or substantially all of its assets, so long as, in either case, if such merger or asset sale transaction occurs during the Restricted Assignment Period, the rating of the assignee, following the consummation of such merger or asset sale transaction, shall be BBB- or better from Standard & Poor’s and Baa3 or better from Moody’s Investor Services, Inc. (or if Standard & Poor’s or Moody’s Investor Services, Inc. shall change their rating designations after the date of this Agreement, a comparable rating or better under such new designations), and upon the effectiveness of any such valid assignment the assigning Party shall be released from all of its obligations under this Agreement if the surviving entity of such merger or the transferee of such assets shall agree in writing, in form and substance reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a “Party” hereto.

          (b) Nothing contained herein shall prevent a Party from providing Services through or with the assistance of third parties or subcontractors whom such Party regularly used to provide such Services prior to the date hereof or will regularly use to provide similar services to its own organization thereafter; provided, however, a providing Party will at all times remain responsible for the fulfillment of its obligations under this Agreement, notwithstanding the performance of the obligations by another person.

          (c) For the avoidance of doubt, the providing Party shall not be relieved of its obligation to provide Services by reason of (i) any event referred to in this Section 12.7, or (ii) a Change of Control of the receiving Party, provided in either case that such event or Change of Control does not materially alter the scope or volume of Services being provided to the receiving Party by the providing Party.

     Section 12.8 Binding Effect. This Agreement shall be binding upon each Party and its Subsidiaries who receive or provide Services under this Agreement, and their respective successors and permitted assigns, if any, and except as provided herein, shall inure to the benefit of the Parties and their respective successors and permitted assigns, if any. Nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

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     Section 12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

     Section 12.10 No Agency or Partnership. Nothing in this Agreement will create, or will be deemed to create, a partnership or the relationship of principal and agent or of employer and employee between the Parties.

     Section 12.11 Provisions Unaffected. Nothing contained in this Agreement shall affect the rights and obligations of Synovus and TSYS pursuant to the Distribution Agreement.

     Section 12.12 Conflict. Notwithstanding any other provision in this Agreement to the contrary, in the event and to the extent of conflict between this Agreement and any Schedule, the Schedule shall prevail.

[Signature page follows]

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     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the Parties as of the date first herein above written.

SYNOVUS FINANCIAL CORP.
 

By:  

Name:  

Title:  

TOTAL SYSTEM SERVICES, INC.
 

By:  

Name:  

Title:  

[Signature page to Transition Services Agreement]

EX-10.3

Exhibit 10.3

EXHIBIT C

FORM OF TAX SHARING AGREEMENT

     This TAX SHARING AGREEMENT (this “Agreement”), dated as of __________, 2007, by and among Synovus Financial Corp., a Georgia corporation (“Synovus”), Columbus Bank and Trust Company, a Georgia bank and trust company (“CB&T”), and Total System Services, Inc., a Georgia corporation (“TSYS”).

RECITALS

     WHEREAS, as of the date of this Agreement, Synovus is the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”), which currently files consolidated federal income tax returns, and CB&T and TSYS are members of such affiliated group;

     WHEREAS, pursuant to the Agreement and Plan of Distribution dated __________, 2007 (the “Distribution Agreement”), by and among Synovus, CB&T and TSYS, (i) TSYS shall declare and pay a cash dividend to its shareholders including CB&T (the “Cash Dividend”), (ii) after receiving its share of such Cash Dividend, CB&T shall distribute all of the shares of common stock, par value $0.10 per share, of TSYS (the “TSYS Common Stock”) that it owns to Synovus (the “First Distribution”), and (iii) Synovus shall distribute, on a pro rata basis to the holders of the issued and outstanding shares of its common stock, par value $1.00 per share, all of the shares of TSYS Common Stock that Synovus received from CB&T (the “Second Distribution” and, together with the First Distribution, the “Distributions”);

     WHEREAS, as a result of the Distributions, TSYS and its subsidiaries shall cease to be members of the Synovus affiliated group for all applicable tax purposes;

     WHEREAS, Synovus, CB&T and TSYS intend that the First Distribution and the Second Distribution will qualify as distributions described in Section 355 of the Code and will not result in the recognition of any taxable gain or income to Synovus, CB&T, TSYS or any of their respective stockholders (other than any income or gain required to be taken into account under the consolidated return regulations under Section 1502 of the Code as a result of TSYS and its subsidiaries ceasing to be members of the Synovus affiliated group);

     WHEREAS, Synovus, CB&T and TSYS desire, on behalf of themselves, their subsidiaries and their successors, to set forth their rights and obligations with respect to Taxes due for periods before and after the Second Distribution and to address certain other Tax matters;

     NOW, THEREFORE, in consideration of the transactions recited above and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

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ARTICLE I

DEFINITIONS

     Section 1.1 Definitions. The following terms shall have the following meanings. All section references are to this Agreement unless otherwise stated.

     “Affiliate” means, when used with respect to any specified person, a person that directly or indirectly controls, is controlled by, or is under common control with such specified person, in each case after the Distributions. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise. For the avoidance of doubt, TSYS is not an Affiliate of Synovus nor of CB&T for purposes of this Agreement.

     “Agreement” shall mean this Agreement.

     “Applicable Rate” shall mean the rate of interest announced from time to time by CB&T as its prime lending rate.

     “Cash Dividend” has the meaning set forth in the Recitals.

     “CB&T” has the meaning set forth in the preamble to this Agreement.

     “CB&T Active Trade or Business” means the active conduct by CB&T of the banking business conducted by CB&T as of the date on which the First Distribution is effected (determined in accordance with Section 355(b) of the Code).

     “CB&T Capital Stock” means (i) all classes or series of capital stock of CB&T and (ii) all options, warrants and other rights to acquire such capital stock.

     “Code” has the meaning set forth in the Recitals.

     “Dispute” has the meaning set forth in the Distribution Agreement.

     “Distributions” has the meaning set forth in the Recitals.

     “Distribution Date” means the date on which the Second Distribution is effected.

     “Final Determination” means the final resolution of liability for any Tax for any taxable period by or as a result of (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable arrangement under the laws of another jurisdiction; (iii) any allowance of a refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such amount

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may be recovered by the Taxing Authority imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

     “First Distribution” has the meaning set forth in the Recitals.

     “Group” means the Synovus Group or the TSYS Group, or both, as the context requires.

     “Income Taxes” means all federal, state, local and foreign income Taxes or other Taxes based on income or net worth.

     “Indemnitee” has the meaning set forth in Section 5.1.

     “Indemnifying Party” has the meaning set forth in Section 5.1.

     “Independent Firm” has the meaning set forth in Article VI.

     “IRS” means the U.S. Internal Revenue Service.

     “Joint Return” means any Tax Return that includes both one or more members of the Synovus Group and one or more members of the TSYS Group.

     “Past Practices” has the meaning set forth in Section 3.3(a).

     “Post-Distribution Tax Period” means any taxable period (or portion thereof) beginning after the Distribution Date.

     “Pre-Distribution Tax Period” means any taxable period (or portion thereof) ending on or before the close of the Distribution Date.

     “Reportable Transaction” means a listed transaction or other reportable transaction as defined in the Treasury Regulations promulgated under Section 6011 of the Code.

     “Restricted Period” means the period beginning on the Distribution Date and ending on, and including, the last day of the two year period following the Distribution Date.

     “Satisfactory Guidance” means either a ruling from the IRS or a Supplemental Tax Opinion, at the election of the party requesting the other party’s consent under Section 4.2 of this Agreement, in either case reasonably satisfactory to the other party in both form and substance, including with respect to any underlying assumptions or representations. Satisfactory Guidance shall not include a Supplemental Tax Opinion with respect to which such other party’s counsel, of recognized national standing, provides an opinion to such other party that the conclusions in such Supplemental Tax Opinion are not free from doubt. For the avoidance of doubt, this definition is intended to allow the other party to prevent the requesting party from taking the action that is the subject of a Supplemental Tax Opinion, if the other party determines in good faith that it could reasonably be expected to incur a material amount of tax as a result of such action based upon uncertainty concerning any underlying assumptions or representations in such opinion.

     “Second Distribution” has the meaning set forth in the Recitals.

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     “Separate Return” means (i) in the case of the TSYS Group, a Tax Return of any member of that Group (including any consolidated, combined, affiliate or unitary Return) that does not include, for all or any portion of the relevant taxable period, any member of the Synovus Group and (ii) in the case of the Synovus Group, a Tax Return of any member of that Group (including any consolidated, combined, affiliated or unitary Return) that does not include, for all or any portion of the relevant taxable period, any member of the TSYS Group.

     “Straddle Period” means, with respect to a given entity, any taxable period beginning on or before the Distribution Date and ending after the Distribution Date; provided, however, that the term “Straddle Period” shall not include any federal income taxable period of the Synovus Group.

     “Supplemental Tax Opinion” means an opinion of a Tax Advisor that permits reliance by both Synovus and TSYS. The issuance of such opinion shall be conditioned upon the receipt by such Tax Advisor of customary representation letters from each of TSYS and Synovus, in each case, in form and substance reasonably satisfactory to such Tax Advisor. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinion, unless such reliance would be unreasonable under the circumstances.

     “Synovus” has the meaning set forth in the preamble to this Agreement.

     “Synovus Active Trade or Business” means the active conduct by Synovus of the businesses conducted by the members of the Synovus Group as of the Distribution Date (determined in accordance with Section 355(b) of the Code).

     “Synovus Capital Stock” means (i) all classes or series of capital stock of Synovus and (ii) all options, warrants and other rights to acquire such capital stock.

     “Synovus Officer’s Certificate” means a letter executed by an officer of Synovus and provided to King & Spalding LLP as a condition for the completion of the Tax Opinion.

     “Taxes” means all forms of taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts. For the avoidance of doubt, the term “Taxes” does not include amounts to be paid to any governmental authority pursuant to escheat law.

     “Taxing Authority” means any national, municipal, governmental, state, federal, foreign, or other body, or any quasi-governmental or private body, having jurisdiction over the assessment, determination, collection or imposition of any Tax.

     “Tax Advisor” means a U.S. tax counsel or other tax advisor of recognized national standing reasonably acceptable to both parties.

     “Tax Benefit” means the amount of the reduction in the Tax liability of an entity (or of the consolidated or combined group of which it is a member), whether temporary or permanent, for any taxable period that arises, or may arise in the future, as a result of any adjustment to, or

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addition to or deletion from, a Tax Item in the computation of the Tax liability of the entity (or the consolidated or combined group of which it is a member).

     “Tax Contest” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of determining or redetermining Taxes.

     “Tax Detriment” means the amount of the increase in the Tax liability of an entity (or of the consolidated or combined group of which it is a member), whether temporary or permanent, for any taxable period that arises, or may arise in the future, as a result of any adjustment to, or addition or deletion of, a Tax Item in the computation of the Tax liability of the entity (or the consolidated or combined group of which it is a member).

     “Tax-Free Status” means the qualification of both of the Distributions as distributions described in Section 355 of the Code in which the shares of TSYS Common Stock distributed constitute “qualified property” for purposes of Section 355(c) of the Code. For the avoidance of doubt, recognition of income or gain that relates to intercompany items shall not cause the Distributions to fail to achieve Tax-Free Status.

     “Tax Item” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item (including the basis or adjusted basis of property) which increases or decreases Income Taxes paid or payable in any taxable period.

     “Tax Opinion” means the opinion of King & Spalding LLP addressed to Synovus, CB&T and TSYS and upon which each party may rely regarding the Tax-Free Status of the Distributions and any other opinion issued to allow a party to take actions otherwise restricted by this Agreement.

     “Tax Return” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated Tax) required or permitted to be supplied to, or filed with, a Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

     “Transactions” means the Distributions, any other transactions contemplated by the Distribution Agreement and any other transfer of assets (whether by contribution, sale or otherwise) between any member of the Synovus Group and the TSYS Group in connection with the Distributions.

     “Transaction Taxes” means all (i) Taxes of any member of the Synovus Group or the TSYS Group resulting from, or arising in connection with, the failure of the Distributions to have Tax-Free Status, (ii) Taxes of the type described in clause (i) of any third party for which any member of the Synovus Group or TSYS Group becomes liable, and (iii) reasonable out of pocket legal, accounting and other advisory and court fees in connection with liability for Taxes described in clauses (i) or (ii).

     “Transition Services Agreement” has the meaning set forth in the Distribution Agreement.

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     “TSYS” has the meaning set forth in the preamble to this Agreement.

     “TSYS Active Trade or Business” means the active conduct by TSYS of the businesses conducted by the members of the TSYS Group as of the Distribution Date (determined in accordance with Section 355(b) of the Code).

     “TSYS Assets” means the assets that are, or were, used or held for use primarily in the conduct of the TSYS Business.

     “TSYS Business” has the meaning set forth in the Distribution Agreement.

     “TSYS Capital Stock” means (i) all classes or series of capital stock of TSYS and (ii) all options, warrants and other rights to acquire such capital stock.

     “TSYS Common Stock” has the meaning set forth in the Recitals.

     “TSYS Group” means TSYS and its Affiliates.

     “TSYS Officer’s Certificate” means a letter executed by an officer of TSYS and provided to King & Spalding LLP as a condition for the completion of the Tax Opinion.

     “TSYS Separate Tax Liability” means an amount, determined in a manner consistent with Past Practices to the extent applicable, equal to the Tax liability that TSYS and each TSYS Affiliate would have incurred if they had filed a consolidated return, combined return or a separate return, as the case may be, separate from the members of the Synovus Group for all relevant Tax Periods; provided, however, that (i) if a Tax Item created by TSYS or a TSYS Affiliate (or otherwise allocated thereto under Section 2.5(d) of this Agreement) is used on a Joint Return and a portion of the Tax Item so used did not otherwise reduce the amount of Tax liability that TSYS and each TSYS Affiliate would have incurred on a separate return basis, then the amount of the TSYS Separate Tax Liability shall be reduced by the amount of any net reduction of the Synovus Group’s aggregate Tax liability resulting from the use by the Synovus Group of such portion of such Tax Item and (ii) any Tax Item arising from or otherwise relating to the intercompany sale by Synovus of the stock of ProCard, Inc. to TSYS on or about November 1, 2002, shall be treated, solely for purposes of calculating the TSYS Separate Tax Liability under this Agreement, as a Tax Item attributable to the TSYS Group and not the Synovus Group.

ARTICLE II

TAX SHARING

     Section 2.1 Responsibility and Indemnification for Taxes.

     (a) From and after the Distribution Date, without duplication, each of Synovus and TSYS shall be responsible for, and shall pay its respective share of, the liability for Taxes of Synovus, TSYS and their respective Affiliates, as provided in this Agreement. Synovus shall indemnify and hold harmless TSYS and its Affiliates from any Taxes for which Synovus is responsible under this Agreement. TSYS shall indemnify and hold harmless Synovus and its

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Affiliates from any Taxes for which TSYS is responsible pursuant to this Agreement.

     (b) Payments to Taxing Authorities and between the parties, as the case may be, shall be made in accordance with the provisions of this Agreement.

     Section 2.2 TSYS’s Liability for Taxes. TSYS shall be liable for the following Taxes, and shall be entitled to receive and retain all refunds of Taxes previously incurred by TSYS or the TSYS Business with respect to such Taxes:

     (a) all Taxes incurred with respect to all Joint Returns to the extent such Taxes are related to (i) a TSYS Separate Tax Liability or (ii) the TSYS Assets or the TSYS Business for any taxable period;

     (b) any Transaction Taxes that are solely attributable to:

     (i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in Section 4.1 that relates to the TSYS Group;

     (ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in the TSYS Officer’s Certificate;

     (iii) any action or omission by any member of the TSYS Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or

     (iv) any other action or omission by any member of the TSYS Group (including without limitation the application of Section 355(e) or (f) of the Code to either of the Distributions resulting from one or more acquisitions of the stock or assets of TSYS);

     (c) fifty percent (50%) of any Transaction Taxes that are not solely attributable to any event or circumstance described in Section 2.2(b) and are not solely attributable to any event or circumstance described in Section 2.3(b);

     (d) except as otherwise agreed in writing by Synovus or CB&T, on the one hand, and TSYS, on the other hand, fifty percent (50%) of any stamp, sales, use, gross receipts, value-added, real estate transfer or other transfer Taxes imposed in connection with the Transactions;

     (e) all Taxes related to TSYS Separate Returns;

     (f) all Taxes of the Synovus Group that are attributable to the disallowance or recapture of any Georgia income tax credit that was assigned to the Synovus Group by a member of the TSYS Group in accordance with Section 48-7-42 of the Official Code of Georgia Annotated; and

     (g) all Taxes incurred with respect to the members of the TSYS Group for any Post-Distribution Tax Period.

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     Section 2.3 Synovus’s Liability for Taxes. Synovus shall be liable for the following Taxes, and shall be entitled to receive and retain all refunds of Taxes previously incurred by Synovus with respect to such Taxes:

     (a) except as provided for in Section 2.2(a), (b), (c), (d) or (f), all Taxes incurred with respect to all Joint Returns;

     (b) any Transaction Taxes that are solely attributable to:

     (i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in Section 4.1 that relates to the Synovus Group;

     (ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in the Synovus Officer’s Certificate;

     (iii) any action or omission by any member of the Synovus Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or

     (iv) any other action or omission by any member of the Synovus Group (including without limitation the application of Section 355(e) or (f) of the Code to either of the Distributions resulting from one or more acquisitions of the stock or assets of Synovus or CB&T).

     (c) fifty percent (50%) of any Transaction Taxes that are not solely attributable to any event or circumstance described in Section 2.2(b) and are not solely attributable to any event or circumstance described in Section 2.3(b);

     (d) except as otherwise agreed in writing by Synovus or CB&T, on the one hand, and TSYS, on the other hand, fifty percent (50%) of any stamp, sales, use, gross receipts, value-added, real estate transfer or other transfer Taxes imposed in connection with the Transactions; and

     (e) except as provided for in Section 2.2(f), all Taxes incurred with respect to the members of the Synovus Group for any Post-Distribution Tax Period.

     Section 2.4 Payment of Allocable Taxes.

     (a) With respect to each payment of Tax that is due after the Distribution Date in connection with the filing of any Joint Return, including estimated tax installments and payments made in connection with extension requests, Synovus shall notify TSYS in writing of the amount of the tax sharing payment due from TSYS, calculated under the principles of this Agreement, and TSYS shall make its tax sharing payment to Synovus (to the extent not previously paid by TSYS) not later than five (5) days after receipt of such notice from Synovus; provided, however, that TSYS shall not be required to make a tax sharing payment to Synovus hereunder more than ten (10) days before the applicable Tax payment is due to the applicable Taxing Authority. Tax sharing payments made by the TSYS Group under this Section 2.4(a), as well as tax sharing

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payments made by TSYS Group prior to the Distribution Date, shall be trued up when each applicable Joint Return is finalized and filed.

     (b) If any Tax Return for a Pre-Distribution Tax Period is examined by a Taxing Authority and such examination results in additional TSYS Separate Tax Liability, TSYS (or a TSYS Affiliate, if appropriate) shall pay (or cause the TSYS Affiliate to pay) to Synovus or, if applicable, the appropriate Taxing Authority, an amount equal to the increase in TSYS Separate Tax Liability, within thirty (30) days after a Final Determination.

     (c) If any Tax Return for a Pre-Distribution Tax Period is examined by a Taxing Authority and such examination results in a lower TSYS Separate Tax Liability, Synovus shall pay to TSYS an amount equal to the decrease in the TSYS Separate Tax Liability, within thirty (30) days after a Final Determination.

     Section 2.5 Allocation of Certain Income Taxes and Income Tax Items.

     (a) If Synovus, TSYS or any of their respective Affiliates is permitted but not required under applicable Tax laws to treat the Distribution Date as the last day of a taxable period, then the parties shall treat such day as the last day of a taxable period under such applicable Tax law and shall file any elections necessary or appropriate to such treatment, provided that this Section 2.5(a) shall not be construed to require Synovus to change its taxable year.

     (b) Transactions occurring, or actions taken, on the Distribution Date but after the Second Distribution outside the ordinary course of business by, or with respect to, TSYS or any of its Affiliates shall be deemed subject to the “next day rule” of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (and under any comparable or similar provision under state, local or foreign laws or regulations, provided that if there is no comparable or similar provision under state, local or foreign laws or regulations, then the transaction will be deemed subject to the “next day rule” and as such shall for purposes of this Agreement be treated (and consistently reported by the parties) as occurring in a Post-Distribution Tax Period of TSYS or a TSYS Affiliate, as appropriate).

     (c) Any Taxes for a Straddle Period shall, for purposes of this Agreement, be apportioned between the portion of the period ending on and including the Distribution Date and the portion of the period beginning after the Distribution Date, and each such portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Any allocation of income or deductions required to determine any Income Taxes for a Straddle Period shall be made by means of a closing of the books and records of TSYS and its Affiliates as of the close of business on the Distribution Date, provided that (i) Synovus may elect to allocate Tax Items (other than any extraordinary Tax Items) ratably in the month in which the Second Distribution occurs (and if Synovus so elects, TSYS shall so elect) as described in Treasury Regulations Section 1.1502-76(b)(2)(iii) and corresponding provisions of state, local, and foreign Tax laws; and (ii) subject to clause (i), exemptions, allowances or deductions that are calculated on an annual basis, and not on a closing of the books method (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and including the Distribution Date and the period beginning after the Distribution Date based on the

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number of days for the portion of the Straddle Period ending on and including the Distribution Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Distribution Date, on the other hand.

     (d) Tax attributes determined on a consolidated or combined basis for taxable periods ending before or including the Distribution Date shall be allocated to Synovus and its Affiliates, and TSYS and its Affiliates, in accordance with the Code and the Treasury Regulations (and any applicable state, local, or foreign law or regulation). Synovus shall reasonably determine the amounts and proper allocation of such attributes. Synovus and TSYS agree to compute their Tax liabilities for taxable periods after the Distribution Date consistent with that determination and allocation, and treat the Tax Items as reflected on any federal (or applicable state, local or foreign) Income Tax Return filed by the parties as presumptively correct.

     Section 2.6 Tax Refunds. Except as provided in Section 2.7:

     (a) Synovus shall be entitled to all refunds (including refunds paid by means of a credit against other or future Tax liabilities) and credits with respect to any Tax for which Synovus is responsible under this Agreement, including by means of indemnification pursuant to the terms of this Agreement. TSYS shall be entitled to all refunds (including refunds paid by means of a credit against other or future Tax liabilities) and credits with respect to any Tax for which TSYS is responsible under this Agreement, including by means of indemnification pursuant to the terms of this Agreement.

     (b) Synovus and TSYS shall each forward to the other party, or reimburse such other party for, any refunds received by the first party and due to such other party pursuant to this Section within ten (10) days of the receipt of any such refund. Where a refund is received in the form of a credit against other or future Tax liabilities, reimbursement with respect to such refund shall be due in each case on the due date for payment of the Tax against which such refund has been credited. All payments made pursuant to this Section 2.6 shall describe in reasonable detail the basis for the calculation of the amount being paid.

     (c) If one party so requests, the other party (at the first party’s expense) may file for and pursue any refund to which the first party is entitled under this Section, provided that the other party shall not be required to file amended Tax Returns or otherwise pursue any refund on behalf of the first party if such other party determines, in its sole and absolute discretion, not to do so.

     (d) If the other party pays any amount to the first party under this Section 2.6 and, as a result of a subsequent Final Determination, the first party is not entitled to some or all of such amount, the other party shall notify the first party of the amount to be repaid to the other party, and the first party shall then repay such amount to the other party, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

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     Section 2.7 Carrybacks.

     (a) Notwithstanding anything in this Agreement, TSYS shall file (or cause to be filed) on a timely basis any available election to waive the carryback of net operating losses, Tax credits or other Tax Items by TSYS or any Affiliate from a Post-Distribution Tax Period to a Straddle Period or Pre-Distribution Tax Period.

     (b) If, notwithstanding the provisions of Section 2.7(a), TSYS is required to carry back losses or credits, TSYS shall be entitled to any refund of any Tax obtained by Synovus or a Synovus Affiliate as a result of the carryback of losses or credits of TSYS or a TSYS Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund is limited to the lesser of (i) the reduction in the TSYS Separate Tax Liability for all tax periods resulting from the carryback or (ii) the net amount received by Synovus or a Synovus Affiliate (by refund, offset against other Taxes, or otherwise), net of any Tax Detriment incurred by Synovus or such Affiliate resulting from such refund. Upon request by TSYS, Synovus shall advise TSYS of an estimate of any Tax Detriment Synovus projects will be associated with any carryback of losses or credits of TSYS and its Affiliates provided in this Section 2.7(b).

     (c) If TSYS has a Tax Item that must be carried back to any Pre-Distribution Tax Period, TSYS shall notify in writing Synovus that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, and a certification by an appropriate officer of TSYS setting forth TSYS’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction.

     (d) If Synovus pays any amount to TSYS under Section 2.7(b) and, as a result of a subsequent Final Determination, TSYS is not entitled to some or all of such amount, Synovus shall notify TSYS of the amount to be repaid to Synovus, and TSYS shall then repay such amount to Synovus, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

     Section 2.8 Georgia Income Tax Credits.

     (a) If a member of the Synovus Group uses a Georgia income tax credit (including a carryover of an unused credit) that originally was earned by a member of the TSYS Group in a taxable year of such TSYS Group member ending on or before the Distribution Date, which tax credit subsequently was assigned to a member of the Synovus Group pursuant to with Section 48-7-42 of the Official Code of Georgia Annotated, Synovus shall make a payment to TSYS equal to the amount by which the net aggregate federal and state Income Tax liability of the Synovus Group actually was reduced as a result of the use of such assigned credit or carryover of such assigned credit.

     (b) The terms and conditions under which Georgia income tax credits earned by the TSYS Group in taxable periods beginning after the Distribution Date shall be assigned to members of the Synovus Group pursuant to Section 48-7-42 of the Official Code of Georgia Annotated are set forth on Exhibit A hereto.

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ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

     Section 3.1 Synovus Responsibility.

     (a) Subject to Section 3.1(b), Synovus shall make all determinations with respect to, have ultimate control over the preparation of, and file all (i) Joint Returns and (ii) Synovus Separate Returns, in each case as it determines to be mandatory or advisable and for all taxable periods.

     (b) Synovus and TSYS shall cooperate with each other and with any third parties engaged to provide tax preparation services or advice, in accordance with Past Practices to the extent applicable, in connection with the preparation and filing of Joint Returns for Pre-Distribution Tax Periods that are due after the Distribution Date (giving effect to filing extensions).

     Section 3.2 TSYS Responsibility. TSYS shall make all determinations with respect to, have ultimate control over the preparation of, and file all Tax Returns (other than those described in Section 3.1) for the TSYS Group as it determines to be mandatory or advisable and for all tax periods; provided, however, that TSYS may engage Synovus to prepare Tax Returns pursuant to the terms and conditions of the Transition Services Agreement.

     Section 3.3 Tax Accounting Practices.

     (a) Except as provided in Section 3.3(b), any Tax Return for any Pre-Distribution Tax Period, to the extent it relates to members of the TSYS Group, shall be prepared in accordance with practices, accounting methods, elections, conventions and Tax positions used with respect to the Tax Return in question for periods prior to the Distribution (“Past Practices”), and, in the case of any item the treatment of which is not addressed by Past Practices, in accordance with generally acceptable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, (i) a party will not be required to follow Past Practices if, and to the extent that, it obtains either (A) the written consent of the other party (not to be unreasonably withheld) or (B) a “should” level opinion from a Tax Advisor that the proposed method of reporting is correct and (ii) Synovus shall have the right to determine which entities will be included in any Joint Return that it is responsible for filing.

     (b) The parties shall report the Transaction for all Tax purposes in a manner consistent with the Tax Opinion, unless, and only to the extent, an alternative position is required pursuant to a Final Determination. Synovus shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Transaction that is not covered by the Tax Opinion.

     Section 3.4 Right to Review Tax Returns. Upon request, each party shall make available to the other party the portion of any Pre-Distribution Tax Period Tax Returns that relates to the TSYS Group.

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ARTICLE IV

TAX-FREE STATUS OF THE DISTRIBUTION

     Section 4.1 Representations.

     (a) Each of Synovus and CB&T represents that (i) it knows of no fact that may cause the Distributions to fail to have Tax-Free Status, (ii) it has no plan or intention to take any action inconsistent with the Synovus Officer’s Certificate or the covenants set forth in this Agreement, and (iii) to the knowledge and belief of Synovus and CB&T, no officer or director of Synovus or CB&T (nor any person acting with the permission of any such officer or director) has participated in any “agreement, understanding, arrangement or substantial negotiations” (as those terms are used in Treasury Regulations section 1.355-7(h)) with respect to any transaction involving the issuance or other acquisition of Synovus Capital Stock or of CB&T Capital Stock (excluding for this purpose (w) issuances of Synovus Capital Stock meeting the requirements of Safe Harbor VIII of Treasury Regulation Section 1.355-7(d) (relating to certain compensatory transfers of stock), (x) transfers on an established market of Synovus Capital Stock described in Safe Harbor VII of Treasury Regulation Section 1.355-7(d), (y) issuances of Synovus Capital Stock described in Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d), or (z) issuances of Synovus Capital Stock in one or more bank acquisitions that may have been the subject of “substantial negotiations” during the two-year period prior to the Distributions where the aggregate amount of Synovus Capital Stock to be issued in such acquisitions does not exceed five percent (by vote and by value) of the total outstanding Synovus Capital Stock), or any merger or acquisition involving all or substantially all of the assets of Synovus or CB&T.

     (b) TSYS represents that (i) it knows of no fact that may cause the Distributions to fail to have Tax-Free Status, (ii) it has no plan or intention to take any action inconsistent with the TSYS Officer’s Certificate or the covenants set forth in this Agreement, and (iii) to the knowledge and belief of TSYS, no officer or director of TSYS (nor any person acting with the permission of any such officer or director) has participated in any “agreement, understanding, arrangement or substantial negotiations” (as those terms are used in Treasury Regulations section 1.355-7(h)) with respect to any transaction involving the issuance or other acquisition of TSYS Capital Stock (excluding for this purpose (x) issuances of TSYS Capital Stock meeting the requirements of Safe Harbor VIII of Treasury Regulation Section 1.355-7(d) (relating to certain compensatory transfers of stock), (y) transfers on an established market of TSYS Capital Stock described in Safe Harbor VII of Treasury Regulation Section 1.355-7(d) or (z) issuances of TSYS Capital Stock described in Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d)), or any merger or acquisition involving all or substantially all of the assets of TSYS.

     Section 4.2 Covenants.

     (a) Each of Synovus, CB&T and TSYS will not take or fail to take, or permit its Affiliates to take or fail to take, any action where that action or omission would (i) violate, be inconsistent with or cause to be untrue any covenant, representation or statement in, as applicable, the Synovus Officer’s Certificate or the TSYS Officer’s Certificate, or (ii) prevent, or be reasonably likely to prevent, the Tax-Free Status.

     (b) During the Restricted Period, except as provided in Section 4.2(c), TSYS shall not, and shall not permit its Affiliates to, in a single transaction or in a series of transactions:

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     (i) liquidate or partially liquidate, including by way of merger or consolidation, any member of the TSYS Group other than TSYS;

     (ii) liquidate or partially liquidate TSYS;

     (iii) cause or permit TSYS to cease to engage in the TSYS Active Trade or Business; or

     (iv) sell or transfer assets, other than inventory sold or transferred in the ordinary course of business, constituting (A) 50% or more of the gross assets that are held by any member of the TSYS Group and are used in the TSYS Active Trade or Business and are relied upon to satisfy the requirements of Section 355(b) of the Code, (B) 50% or more of the consolidated gross assets of the TSYS Group that are used in the TSYS Active Trade or Business or (C) any lesser amount if that sale or transfer could reasonably be expected to result in a significant and material change to, or termination of, the TSYS Active Trade or Business after the Distribution Date.

     (c) Notwithstanding Section 4.2(b):

     (i) clauses (i) through (iv) of Section 4.2(b) shall not apply upon the prior written consent of Synovus, which consent may not be withheld if Synovus determines in good faith that TSYS has provided it with Satisfactory Guidance that the proposed actions will not result in Transaction Taxes; and

     (ii) clauses (i) and (iv) of Section 4.2(b) shall not apply after the date that is six months after the Distribution Date.

     (d) During the Restricted Period, except as provided in Section 4.2(e), Synovus shall not, and shall not permit its Affiliates to, in a single transaction or in a series of transactions:

     (i) liquidate or partially liquidate, including by way of merger or consolidation, any member of the Synovus Group other than Synovus or CB&T;

     (ii) liquidate or partially liquidate Synovus or CB&T;

     (iii) cause or permit Synovus to cease to engage in the Synovus Active Trade or Business;

     (iv) dispose of the CB&T Capital Stock or cause or permit CB&T to cease to engage in the CB&T Active Trade or Business; or

     (v) sell or transfer assets, other than inventory sold or transferred in the ordinary course of business, constituting (A) 50% or more of the gross assets that are held by any member of the Synovus Group and are used in the Synovus Active Trade or Business and are relied upon to satisfy the requirements of Section 355(b) of the Code, (B) 50% or more of the gross assets that are held by CB&T and are used in the CB&T Active Trade or Business and are relied upon to

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satisfy the requirements of Section 355(b) of the Code, (C) 50% or more of the consolidated gross assets of the Synovus Group that are used in the Synovus Active Trade or Business or (D) any lesser amount if that sale or transfer could reasonably be expected to result in a significant and material change to, or termination of, the Synovus Active Trade or Business or the CB&T Active Trade or Business after the Distribution Date.

     (e) Notwithstanding Section 4.2(d):

     (i) clauses (i) through (v) of Section 4.2(d) shall not apply upon the prior written consent of TSYS, which consent may not be withheld if TSYS determines in good faith that Synovus has provided it with Satisfactory Guidance that the proposed actions will not result in Transaction Taxes; and

     (ii) clauses (i) and (v) of Section 4.2(d) shall not apply after the date that is six months after the Distribution Date.

     Section 4.3 Procedures Regarding Opinions and Rulings.

     (a) If TSYS may take certain actions conditioned upon the receipt by Synovus of Satisfactory Guidance, Synovus, at the request of TSYS, shall use commercially reasonable efforts to obtain expeditiously, or to assist TSYS in obtaining, such Satisfactory Guidance. Synovus shall not be required to take any action pursuant to this Section 4.3(a) if TSYS fails to certify, upon request, that all information and representations relating to any member of the TSYS Group in the relevant documents are true, correct and complete. TSYS shall reimburse Synovus for all reasonable out-of-pocket costs and expenses incurred by Synovus in obtaining Satisfactory Guidance.

     (b) If Synovus or CB&T may take certain actions conditioned upon the receipt by TSYS of Satisfactory Guidance, TSYS, at the request of Synovus or CB&T, shall use commercially reasonable efforts to obtain expeditiously, or to assist Synovus or CB&T in obtaining, such Satisfactory Guidance. TSYS shall not be required to take any action pursuant to this Section 4.3(b) if Synovus or CB&T fails to certify, upon request, that all information and representations relating to any member of the Synovus Group in the relevant documents are true, correct and complete. Synovus shall reimburse TSYS for all reasonable out-of-pocket costs and expenses incurred by TSYS in obtaining Satisfactory Guidance.

     (c) Synovus shall have the right to obtain a ruling from the IRS (or any other Taxing Authority) or a Supplemental Tax Opinion at any time in its sole discretion. Synovus shall reimburse TSYS for all reasonable out-of-pocket costs and expenses incurred by the TSYS Group in obtaining such a ruling or Supplemental Tax Opinion.

     (d) TSYS shall have the right to obtain a ruling from the IRS (or any other Taxing Authority) or a Supplemental Tax Opinion at any time in its sole discretion. TSYS shall reimburse Synovus for all reasonable out-of-pocket costs and expenses incurred by the Synovus Group in obtaining such a ruling or Supplemental Tax Opinion.

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ARTICLE V

TAX CONTESTS; INDEMNIFICATION; COOPERATION

     Section 5.1 Notices.

     (a) Within 15 days after a party (the “Indemnitee”) becomes aware of the existence of a Tax Contest that may give rise to an indemnification claim under this Agreement by it against the other party (the “Indemnifying Party”), the Indemnitee shall promptly notify the Indemnifying Party of the Tax Contest, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications with a Taxing Authority relating to such Tax Contest.

     (b) The Indemnifying Party shall not be responsible for any increase in amounts to which the Indemnitee is otherwise entitled to the extent that such increase results solely from the failure of the Indemnitee to provide timely notice as required pursuant to Section 5.1(a).

     Section 5.2 Control of Tax Contests.

     (a) Except as otherwise provided in Section 5.2(b), Synovus shall control, and shall have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, any Synovus Separate Returns or the Tax treatment of the Transactions, provided that (i) Synovus shall act in reasonable good faith in connection with its control of any such Tax Contests, (ii) TSYS shall have the right to participate in and advise on (including, without limitation, the opportunity to review and comment upon Synovus’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of Synovus, not to be unreasonably withheld) such items for which TSYS could be liable under Article II as a result of such Tax Contest, and (iii) Synovus shall not settle or compromise items for which TSYS could be liable under Article II as a result of such Tax Contest without the prior written consent of TSYS, which shall not unreasonably be withheld.

     (b) Synovus and TSYS shall jointly control Tax Contests relating to Tax liability arising from the failure of the Transactions to qualify for tax-free treatment under Section 355 of the Code, if TSYS potentially would be liable to Synovus under Article II as a result of such Tax Contest. Neither party shall have the right to settle any such Tax Contest without the consent of the other party.

     (c) TSYS shall have sole control over any Tax Contest relating to the TSYS Separate Returns; provided, however, that if Synovus is responsible under this Agreement for any Taxes relating to such Tax Contest, then TSYS shall control, and shall have sole discretion in handling, settling or contesting such Tax Contest, provided that (i) TSYS shall act in reasonable good faith in connection with its control of any such Tax Contest, (ii) Synovus shall have the right to participate in and advise on (including, without limitation, the opportunity to review and comment upon TSYS’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of TSYS, not to be unreasonably withheld) such items for which Synovus could be liable under Article II as a result of such Tax Contest, and (iii) TSYS shall not settle or compromise items for which Synovus could be liable under Article II as a result of such

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Tax Contest without the prior written consent of Synovus, which shall not unreasonably be withheld.

     (d) Any out-of-pocket expenses incurred in handling, settling or contesting any Tax Contest shall be borne ratably by the parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates.

     Section 5.3 Indemnification Payments.

     (a) An Indemnitee shall be entitled to make a claim for payments pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, for the avoidance of doubt, the finalization of a Tax Return before filing). The Indemnitee shall provide to the Indemnifying Party notice of such claim within 10 days of the date on which it first becomes so entitled to claim such payment, including a description of such claim and a detailed calculation of the amount of the indemnification payment that is claimed; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. Except as provided in Section 5.3(b), the Indemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, unless (and then only to the extent that) the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

     (b) If the Indemnitee will be obligated to make the payment described in Section 5.3(a) to a Taxing Authority or other third party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than 5 days before the Indemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third party, such as a refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment.

     (c) In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, Section 5.3(b) shall be applied to the payments that would be made to or from a Taxing Authority if the TSYS Group were treated as a standalone group for all taxable periods.

     Section 5.4 Interest on Late Payments. Interest shall accrue with respect to any indemnification payment (including any disputed payment that is ultimately required to be made), not made within the period for payment, at the Applicable Rate.

     Section 5.5 Treatment of Payments. The amount of all indemnification obligations under this Agreement shall be decreased to take into account the Tax Benefits to the Indemnitee of the deductibility of any indemnified item and shall be increased where necessary so that, after all the required deductions have been made and Taxes imposed, the Indemnitee receives the net amount it would have been entitled to receive under this Agreement in the absence of such deductions and Taxes. Any payments made to one party by another party pursuant to this Agreement shall be treated by the parties for all Tax purposes as a distribution by, or capital

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contribution to, TSYS, as the case may be, made immediately prior to the Distributions, except to the extent otherwise required by a Final Determination.

     Section 5.6 Expenses. Except as otherwise provided herein, each party and its Affiliates shall bear their own expenses incurred in connection with the preparation of Tax Returns, Tax Contests, and all other matters under this Agreement.

     Section 5.7 Cooperation. Each member of the Synovus Group and the TSYS Group shall cooperate fully with all reasonable requests from the other party in connection with the preparation and filing of Tax Returns, Tax Contests, and all other matters covered by this Agreement.

     (a) Such cooperation shall include:

     (i) the retention until the expiration of the applicable statute of limitations, and the provision upon request, of Tax Returns, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to Tax Returns, including accompanying schedules, related workpapers, and documents relating to rulings or other determinations by Taxing Authorities;

     (ii) the execution of any document that may be necessary or reasonably helpful in connection with any Tax Contest, the filing of a Tax Return by a member of the Synovus Group or the TSYS Group, obtaining a tax opinion or private letter ruling, or other matters covered by this Agreement, including certification (provided in such form as may be required by applicable law or reasonably requested and made to the best of a party’s knowledge) of the accuracy and completeness of the information it has supplied;

     (iii) the use of the parties’ reasonable best efforts to obtain any documentation that may be necessary or reasonably helpful in connection with any of the foregoing;

     (iv) the use of the parties’ reasonable best efforts to make the applicable party’s current or former officers, employees, agents and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters; and

     (v) making determinations with respect to actions described in Section 4.2(c)(i) and (e)(i) as promptly as practicable.

     (b) If a party fails to comply with any of its obligations set forth in this Section 5.7 upon reasonable request and notice by the other party, and such failure results in the imposition of additional Taxes, the nonperforming party shall be liable in full for such additional Taxes.

     Section 5.8 Confidentiality. Any information or documents relating to Taxes, including any such information provided under this Agreement, shall be kept confidential, except as may otherwise be necessary in connection with the filing of Tax Returns or with any Tax

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Contest. In addition, if Synovus, CB&T or TSYS determines that providing such information could be commercially detrimental, violate any law or agreement or waive any privilege, the parties shall use reasonable best efforts to permit compliance with the obligations under this Agreement in a manner that avoids any such harm or consequence.

     Section 5.9 Retention of Tax Records. On or prior to the Distribution Date, Synovus shall deliver or cause to be delivered to TSYS all materials, agreements, documents, books, records and files, if any, in the possession of Synovus or a Synovus Affiliate relating to Taxes of the TSYS Business. TSYS may request from Synovus and retain copies of, and Synovus may request from TSYS and retain copies of, (i) with respect to any Joint Return, all pro forma federal and state Tax Returns, supporting schedules and workpapers related to members of the TSYS Group, and (ii) any Separate Returns with respect to any Pre-Distribution Tax Period for any TSYS Group members, including supporting schedules and workpapers. Neither Synovus nor TSYS (nor any of their respective Affiliates) shall dispose of any documentation with respect to any Pre-Distribution Tax Period, including books, records, Tax Returns and all supporting schedules and information relating thereto, of any member of the other Group, or in the case of the TSYS Group any member included in a Joint Return, for a minimum of ten (10) years after the expiration of the applicable Pre-Distribution Tax Period (or, if later, until the expiration of the applicable statute of limitations), and each party shall promptly notify the other party in the event that any such documentation is inadvertently destroyed, damaged or otherwise disposed of. Prior to disposing of any such documentation, each party shall provide written notice to the other party describing the documentation proposed to be disposed of at least thirty (30) days prior to taking such action. The other party may arrange to take delivery of the documentation described in the notice at its own expense during the succeeding thirty (30) day period.

ARTICLE VI

DISPUTE RESOLUTION

Any Dispute arising under this Agreement shall be resolved pursuant to the negotiation and mediation procedures specified in Section 5.5(a) and (b) of the Distribution Agreement. Any such Dispute that has not been timely resolved in accordance with such procedures shall be finally resolved under the procedures set forth in this Article VI, in lieu of the arbitration procedures specified in Section 5.5(c) of the Distribution Agreement. Within ten (10) days following the failure of mediation under Section 5.5(c) of the Distribution Agreement, Synovus and TSYS shall jointly retain a nationally recognized law firm or “big four” accounting firm, which firm is independent of both parties (the “Independent Firm”), to resolve the Dispute. If the parties cannot jointly agree on an Independent Firm to resolve the Dispute within the ten (10) day period, then within a period of an additional ten (10) days, each party shall select a nationally recognized law firm or “big four” accounting firm, which firm is independent of both parties, and those firms shall jointly select an Independent Firm which shall make the determination under this Article VI. The Independent Firm shall act as an arbitrator to resolve all points of disagreement, and its decision shall be final and binding upon all parties involved. The Independent Firm shall determine the appropriate outcome based on this Agreement with respect to each disputed item. The Independent Firm shall make such determinations within ninety (90) days from the date on which it is selected, unless the parties mutually agree to an

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extension of such period or the Independent Firm, in its discretion, determines that an extension of such period is warranted by exceptional circumstances. Any determination by the Independent Firm shall be in writing. Following the decision of the Independent Firm, Synovus and TSYS shall each take or cause to be taken any action necessary to implement the decision of the Independent Firm. The fees and expenses relating to the Independent Firm shall be borne by the party that such Independent Firm determines has lost the dispute. In all other events, the fees and expenses relating to the Independent Firm shall be shared based on the difference between the position taken by Synovus, on the one hand, and the position taken by TSYS, on the other hand, initially presented to the Independent Firm (based on the aggregate of all differences taken as a whole) and the final resolution as determined by the Independent Firm in proportion to the total difference between the initial position taken by Synovus and the initial position taken by TSYS. Any controversy concerning whether a Dispute is an arbitrable Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VI shall be determined by the Independent Firm. In resolving any Dispute, the Parties intend that the Independent Firm apply the terms and conditions of this Agreement and the substantive laws of the State of Georgia, without regard to the choice of law principles thereof that could mandate the application of the laws of another jurisdiction. The Parties agree to comply with any award made by the Independent Firm pursuant to this Article VI and agree to enforcement of or entry of judgment upon such award, by any court of competent jurisdiction. The Independent Firm shall be entitled, if appropriate, to award any remedy in such proceedings available under this Agreement and Georgia law, including monetary damages, specific performance and all other forms of legal and equitable relief; provided, however, the Independent Firm shall not be entitled to award punitive, exemplary, multiple or any other forms of non-compensatory damages. Nothing contained herein is intended to or shall be construed to prevent any Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Dispute. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the Independent Firm shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the Independent Firm’s orders to that effect.

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ARTICLE VII

MISCELLANEOUS PROVISIONS

     Section 7.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. All prior tax sharing agreements between the parties and/or their respective Affiliates are hereby terminated and superseded by this Agreement.

     Section 7.2 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of Georgia as to all matters regardless of the laws that might otherwise govern under the principles of conflicts of laws applicable thereto.

     Section 7.3 Consent to Jurisdiction. Without limiting the provisions of Article VI hereof, each of the parties irrevocably submits to the exclusive jurisdiction of the courts of the State of Georgia or the federal courts located in the State of Georgia for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any action, suit or proceeding relating hereto either in the federal district courts located in the State of Georgia or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the state courts of the State of Georgia. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the state courts of the State of Georgia or (ii) the federal district courts located in the State of Georgia, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     Section 7.4 Termination. This Agreement may be terminated and the Distributions abandoned at any time prior to the Distributions by and in the sole discretion of Synovus without the approval of CB&T, TSYS or the stockholders of Synovus. In the event of termination pursuant to Section 6.4 of the Distribution Agreement, no party shall have any liability of any kind to any other party hereunder. After the Distributions, this Agreement may not be terminated except by an agreement in writing signed by the parties.

     Section 7.5 Notices. Any notice, demand, offer, request, payment or other communication required or permitted to be given by any party pursuant to the terms of this Agreement shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) Business Day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one (1) Business Day after being deposited with an overnight courier service or (v) four (4) days after being deposited in the U.S. mail, First Class with postage prepaid, and addressed to the attention of the party’s General Counsel at the address of its principal executive office or such other address as a party may request by notifying the other in writing.

     Section 7.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

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     Section 7.7 Binding Effect; Assignment. Section 6.7 of the Distribution Agreement shall apply to this Agreement, as if the references therein to “this Agreement” were references to this Agreement.

     Section 7.8 Severability. In the event any term or other provision of this Agreement is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

     Section 7.9 Failure or Indulgence not Waiver. No failure or delay on the part of any party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

     Section 7.10 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties hereto.

     Section 7.11 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     Section 7.12 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.

     Section 7.13 Effectiveness. This Agreement shall become effective upon the Distribution Date.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first set forth above.

SYNOVUS FINANCIAL CORP.
By
	Name:
	Title:
COLUMBUS BANK AND TRUST COMPANY
By
	Name:
	Title:
TOTAL SYSTEM SERVICES, INC.
By
	Name:
	Title:

[Signature Page to Tax Sharing Agreement]

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EX-10.4

Exhibit 10.4

EXHIBIT F

FORM OF INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT

          This Indemnification and Insurance Matters Agreement (this “Agreement”) is entered into on _________, 2007 by and between Synovus Financial Corp., a Georgia corporation (“Synovus”), and Total System Services, Inc., a Georgia corporation (“TSYS”). Synovus and TSYS are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined in Article IV below shall have the meanings ascribed to such terms in the Distribution Agreement (as defined below).

RECITALS

          WHEREAS, Synovus has agreed, subject to the terms and conditions set forth in the Agreement and Plan of Distribution, dated October 25, 2007, between the Parties (“Distribution Agreement”) to distribute to the holders of the issued and outstanding shares of common stock, $1.00 par value, of Synovus as of the Second Distribution Record Date (as defined in the Distribution Agreement) all of the shares of TSYS Common Stock (as defined in the Distribution Agreement) owned by Synovus, in accordance with the Distribution Agreement;

          WHEREAS, in furtherance of the Distribution Agreement the Parties desire to set forth certain agreements regarding indemnification and insurance.

          NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the Parties hereto agree as follows:

ARTICLE I

MUTUAL RELEASES AND INDEMNIFICATION

     Section 1.1. Release of Pre-Distribution Claims.

          (a) TSYS Release. Except as provided in Section 1.1(d), as of the Effective Time, TSYS (on its behalf and on behalf of the members of its Group) does hereby remise, release and forever discharge the Synovus Indemnitees from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the transactions contemplated by the Distribution Agreement or any Ancillary Agreement and all other activities to implement any of the Distributions.

          (b) Synovus Release. Except as provided in Section 1.1(d), as of the Effective Time, Synovus (on its behalf and on behalf of the members of its Group) does hereby remise, release and forever discharge the TSYS Indemnitees from any and all Liabilities whatsoever, whether at

law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the transactions contemplated by the Distribution Agreement or any Ancillary Agreement and all other activities to implement any of the Distributions.

          (c) Notwithstanding anything to the contrary in the foregoing, nothing in this Agreement shall remise, release or discharge any rights or claims that any member of one Group may have against any shareholder, director, officer, agent or employee of any member of the other Group (in their respective capacities as such) as a result of any fraudulent conduct or intentional violation of law by such shareholder, director, officer, agent or employee.

          (d) No Impairment. Nothing contained in Section 1.1(a) or (b) shall impair any right of any Person to exercise any right (including any right to indemnification) or power under, or enforce, the Distribution Agreement, any Ancillary Agreements (including this Agreement), or any of the agreements set forth on Schedule 1, which agreements on Schedule 1 are expressly excluded from the releases in Section 1.1(a) and (b). In addition, nothing contained in Section 1.1(a) or Section 1.1(b) shall release any Person from:

     (i) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

     (ii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group; and

     (iii) any Liability provided in or resulting from any other contract or understanding that is entered into after the Effective Time between any Party (and/or a member of such Party’s Group), on the one hand, and any other Party (and/or a member of such Party’s Group), on the other hand.

          (e) No Actions as to Released Claims. TSYS (on its behalf and on behalf of the members of its Group) agrees not to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Synovus, or any other Person released pursuant to Section 1.1(a), with respect to any Liabilities released pursuant to Section 1.1(a). Synovus (on its behalf and on behalf of the members of its Group) agrees not to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against TSYS or any other Person released pursuant to Section 1.1(b), with respect to any Liabilities released pursuant to Section 1.1(b). If either Party (including any director, officer, or employee of a Party) initiates any Action with respect to claims released under Section 1.1, the Party must indemnify the other Party (or the relevant Indemnitee) in accordance with Section 1.2 or 1.3, as applicable.

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          (f) Further Instruments. At any time, at the request of any other Party, each Party shall execute and deliver releases reflecting the provisions hereof.

     Section 1.2. Indemnification by TSYS. Except as otherwise provided in this Agreement, TSYS shall indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Synovus Indemnitees from and against any and all Liabilities suffered or incurred by a Synovus Indemnitee that relate to, arise out of or result from any of the following items (without duplication):

     (i) the TSYS Business; and

     (ii) any breach by TSYS or a member of the TSYS Group of the Distribution Agreement or any of the Ancillary Agreements (unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder).

     Section 1.3. Indemnification by Synovus. Except as otherwise provided in this Agreement, Synovus shall indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the TSYS Indemnitees from and against any and all Liabilities suffered or incurred by a TSYS Indemnitee that relate to, arise out of or result from any of the following items (without duplication):

     (i) the Synovus Business; and

     (ii) any breach by Synovus or a member of the Synovus Group of the Distribution Agreement or any of the Ancillary Agreements (unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder).

     Section 1.4. Procedures for Defense, Settlement and Indemnification

          (a) Notice of Claims. An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 1.4(b)), within twenty-one (21) calendar days of such determination. Any such notice shall describe in reasonable detail the Liability alleged to give rise, or giving rise, to the indemnification, including stating the amount of the Liability claimed as then-known or reasonably estimated, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises. Notwithstanding the foregoing, the delay or failure of any Indemnitee or other Person to give notice as provided in this Section 1.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article I, except to the extent that such Indemnifying Party is actually and substantially prejudiced by such delay or failure to give notice.

          (b) Third Party Claims. If a Synovus Indemnitee or a TSYS Indemnitee (as applicable) (an “Indemnitee”) shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) of any claim or of the commencement by any such Person of any Action against it (collectively, a “Third Party Claim”) with respect to which a party hereunder (an

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“Indemnifying Party”) may be obligated to provide indemnification to such Indemnitee pursuant to Section 1.2 or 1.3, such Indemnitee shall give such Indemnifying Party written notice thereof within twenty-one (21) calendar days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, including the amount of the Liability claimed as then-known or reasonably estimated, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises. Notwithstanding the foregoing, the delay or failure of any Indemnitee or other Person to give notice as provided in this Section 1.4(b) shall not relieve the related Indemnifying Party of its obligations under this Article I, except to the extent that such Indemnifying Party is actually and substantially prejudiced by such delay or failure to give notice.

          (c) Defense By Indemnifying Party. Except in the case of a Third Party Claim which seeks injunctive relief, declaratory judgment or other nonmonetary relief against an Indemnitee, an Indemnifying Party may elect, at its cost, risk and expense, to assume the defense of such Third Party Claim, with counsel reasonably satisfactory to the Indemnitee seeking indemnification. After timely notice in writing from the Indemnifying Party (which notice shall specify any reservations or exceptions) to the Indemnitee of such election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnifying Party shall not be liable to such Indemnitee for any legal or other expenses incurred by Indemnitee in connection with the defense thereof. The Indemnitee agrees to cooperate in all reasonable respects with the Indemnifying Party and its counsel in the defense against any Third Party Claim. The Indemnifying Party, the Indemnitee and their respective counsels shall cooperate in good faith with any insurance carriers which are providing, or may provide, them with coverage with respect to such Third Party Claim. The Indemnifying Party shall be entitled to compromise or settle any Third Party Claim as to which it is providing indemnification and which includes a full release of the Indemnitee, which compromise or settlement shall be made only with the written consent of the Indemnitee, such consent not to be unreasonably withheld or delayed.

          (d) Defense by Indemnitee. If an Indemnifying Party does not elect to assume the defense of a Third Party Claim within twenty-one (21) calendar days after receipt of notice of such claim or if the Indemnifying Party does not have the right to assume the defense of such claim because the claim seeks injunctive relief, declaratory judgment or other nonmonetary relief or otherwise against the Indemnitee and the Indemnitee has provided written notice to that effect to the Indemnifying Party, the Indemnitee will, upon delivering notice to such effect to the Indemnifying Party, have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of and for the account of the Indemnifying Party subject to the limitations as set forth in this Section 1.4; provided, however, that no Third Party Claim shall be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnitee assumes the defense of any Third Party Claim, it shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall reimburse all such costs and expenses of the Indemnitee in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

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     Section 1.5. Additional Matters.

          (a) Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both TSYS and Synovus (or any members of their respective Groups) in a material fashion due to the allocation of any Liabilities, responsibilities for management of defense and related indemnities set forth in the Distribution Agreement, this Agreement or any of the Ancillary Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client and other privileges with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may retain counsel to monitor or assist in the defense of such claims at its own cost.

          (b) Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall not be altered.

          (c) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to or on behalf of any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee, in whole or in part based upon whether the Indemnifying Party has paid all or only part of the Indemnitee’s Liability, as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

          (d) Restriction on Access. Nothing in Section 1.5(a) requires TSYS, Synovus or any of their respective Group members (each acting reasonably) to allow another Party to have access to anything that (i) is the subject of any attorney-client, joint defense or other privilege, except where the privilege is shared by TSYS and Synovus, as set forth in the Distribution Agreement and in which case will be governed by the terms of the Distribution Agreement, or (ii) has been prepared for the purpose of, or in contemplation of, TSYS, Synovus or any of their respective Group members, as the case may be, making a claim against another Party under this Agreement, the Distribution Agreement or any other Ancillary Agreement.

          (e) Not Applicable to Taxes. This Agreement shall not apply to Taxes (which are covered by the Tax Sharing Agreement).

          (f) Indemnification Payment. Any payment required to be made under this Agreement shall be made promptly (and without any right of set-off), and in any event, not later than ten (10) calendar days after the date on which the amount due is determined or agreed pursuant to this Agreement.

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          (g) Transition Services Agreement. No Synovus Indemnitee or TSYS Indemnitee, as applicable, may make any claim with respect to any Liability for indemnification or contribution under this Agreement to the extent that Section 5.2 of the Transition Services Agreement operates to exclude indemnification or contribution for such Liability.

     Section 1.6. Indemnification Obligations Net of Insurance Proceeds and Other Amounts on a Net-Tax Basis.

          (a) Any Liability subject to indemnification or contribution pursuant to this Agreement will (i) be net of Insurance Proceeds that actually reduce the amount of the Liability, (ii) be net of any proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Liability (“Third Party Proceeds”) and (iii) will be determined on a Net-Tax Basis. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Agreement to any Indemnitee pursuant to this Agreement will be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

          (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification and contributions provisions hereof, have any subrogation rights with respect thereto. The Indemnitee shall use commercially reasonable efforts to seek to collect or recover any third-party Insurance Proceeds and any Third Party Proceeds to which the Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks contribution or indemnification pursuant to this Agreement; provided, that the Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

          (c) The term “Net-Tax Basis” as used in this Agreement means that, in determining the amount of the payment necessary to indemnify any party against, or reimburse any party for, Liabilities, the amount of such Liabilities will be determined net of any actual reduction in Tax payable by the Indemnitee as the result of sustaining or paying such Liabilities after taking into account any Tax incurred on the receipt of Insurance Proceeds and Third Party Proceeds, and the amount of such Indemnity Payment will be increased (i.e., “grossed up”) by the amount necessary to satisfy any income or franchise Tax Liabilities that will be incurred by the Indemnitee as a result of its receipt of, or right to receive, such Indemnity Payment (as so increased), so that the Indemnitee is put in the same net after-Tax economic position as if it had not incurred such Liabilities, in each case without taking into account any impact on the Tax basis that an Indemnitee has in its assets.

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     Section 1.7. Survival of Indemnities.

          (a) Subject to Section 3.6, the rights and obligations of the Synovus Group and the TSYS Group under this Article I shall:

     (i) survive the sale or other transfer by any Party of any assets or businesses or the assignment by it of any Liabilities or the sale by any member of the Synovus Group and the TSYS Group of the capital stock or other equity interests of any Subsidiary to any Person; and

     (ii) remain operative and in full force and effect, regardless of (x) any investigation made by or on behalf of any Indemnitee; and (y) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification or contribution hereunder.

ARTICLE II

INSURANCE MATTERS

     Section 2.1. Insurance Policies and Rights After Distribution. As of the Effective Time, the TSYS Group shall retain (a) any and all rights as an insured party, where applicable, under each of the Shared Policies, subject to the terms, conditions, and limitations of such Shared Policies, with respect to all claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any person or party in connection with the conduct of the TSYS Business or, to the extent any claim is made against TSYS or any member of its Group regarding the conduct of the business of the Synovus Business, and which claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses arise out of an insured occurrence under one or more of such Shared Policies, and (b) any and all rights as an insured party, where applicable, under each of the TSYS Policies.

     Section 2.2. Reimbursement for Unearned Premiums. Synovus agrees to use reasonable efforts to procure on behalf of TSYS a return of any unearned premiums due under the Shared Policies as a result of the TSYS Group no longer being an insured as of the Effective Time. Synovus agrees that TSYS is entitled to any such sums actually remitted, not to exceed, however, the actual amount TSYS paid as its premium allocation for any such Shared Policy.

     Section 2.3. Post-Distribution Date Claims. If, subsequent to the Effective Time, any Person shall assert a claim against any member of the TSYS Group (including where a member of the TSYS Group is a joint defendant with any other person or entity) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Effective Time in connection with the conduct of the TSYS Business, or to the extent any claim is made against any member of the TSYS Group (including where a member of the TSYS Group is a joint defendant with any other person or entity) regarding the conduct of the Synovus Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense arises out of an insured occurrence under one or more of the Shared Policies, Synovus shall assist TSYS in asserting such claim and assist TSYS in the collection of any

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Insurance Proceeds under such Shared Policy on behalf of the member of the TSYS Group and remit promptly to TSYS any Insurance Proceeds so collected, and Synovus shall further on behalf of TSYS assert any and all rights of an insured party under such Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder. The Parties hereby acknowledge and agree that nothing herein shall limit TSYS’s right to assert such claims directly and collect Insurance Proceeds under any Shared Policy and that, should TSYS become liable for any Synovus Liabilities covered by any Shared Policy or any Synovus Policy, TSYS shall have the right to assert such claims directly and collect Insurance Proceeds under any such Shared Policy or Synovus Policy. Except as otherwise contemplated by the Distribution Agreement, this Agreement or any Ancillary Agreement, after the Effective Time, neither Synovus nor TSYS shall (nor any member of their respective Group), without the consent of the other, provide any Shared Policy insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of the Synovus Group or the TSYS Group thereunder. However, nothing in this Section 2.3 shall (A) preclude any member of the Synovus Group or the TSYS Group that are insured under the Shared Policies from presenting any claim or from exhausting any policy limit or (B) require Synovus or TSYS (or any member of their respective Group) to renew, extend or continue any policy in force.

     Section 2.4. TSYS Insurance Coverage After the Effective Time. Subject to Section 2.5, from and after the Effective Time, TSYS, and TSYS alone, shall be responsible for obtaining and maintaining insurance programs for its risk of loss and such insurance arrangements shall be separate and apart from the Synovus insurance programs. Synovus, upon the request of TSYS, from and after the Effective Time shall provide TSYS with any information that is in the possession of Synovus and is reasonably available and necessary for TSYS to obtain its insurance coverages.

     Section 2.5. Run-Off Directors and Officers Insurance Coverage for TSYS and Synovus. The Parties shall procure for the benefit of Synovus and TSYS (and their respective directors, officers, any other insured persons, and Groups (including any directors and officers, and any other insured persons thereof)), run-off directors and officers liability insurance coverage, but solely with respect to coverage for “wrongful acts” (as customarily defined in such coverage) that were completed in whole prior to or at the Effective Time or commenced in part prior to the Effective Time and continued thereafter. Provided, however, that TSYS, and TSYS alone, shall be responsible for purchasing and maintaining any and all types of directors and officers liability insurance, other than the run-off coverage as outlined in this Section 2.5, including but not limited to coverage for the TSYS Group (and its respective Subsidiaries, directors and officers, and any other insured persons) for “wrongful acts” occurring solely after the Effective Time. Such run-off coverage for the benefit of Synovus and TSYS (and their respective directors, officers, any other insured persons, and Groups (including any directors and officers, and any other insured persons thereof)) shall be procured and non-cancelable for a six-year period commencing as of the Effective Time and shall include only the following policies and limits:

a. Primary traditional directors and officers insurance policy with an aggregate limit of $100,000,000 and on the same or comparable terms and conditions as currently provided under the directors and officers Shared Policy;

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b. Excess traditional directors and officers insurance policy with an aggregate limit of $25,000,000 and on the same or comparable terms and conditions as currently provided under the directors and officers Shared Policy; and

c. Separate Side A Difference-In-Conditions (“DIC”) insurance policies for the Synovus insured directors and officers and the TSYS insured directors and officers, each with an aggregate limit of $50,000,000, and on the same or comparable terms and conditions as currently provided under the separate Synovus and TSYS Side A DIC policies (collectively the “Run-Off Policies”).

Synovus and TSYS, and their respective Groups, shall both be named insureds under the Run-Off Policies (except, however, the Side A DIC policies, each of which shall insure separately the Synovus directors and officers and the TSYS directors and officers), which policies and limits shall be accessible to both entities and their respective Subsidiaries, directors and officers, and/or any other insured persons, as applicable under the terms and conditions of such Run-Off Policies. Synovus and TSYS shall each pay one-half of the total premium and any other costs for the purchase of the Run-Off Policies. In the event that the applicable limits of the Run-Off Policies (except, however, the separate Side A DIC policies as outlined in this Section 2.5) are exceeded by the amount of outstanding Insured Claims by the Synovus Group and the TSYS Group, the Parties agree to allocate the Insurance Proceeds using the allocation method as provided in Section 2.6(c).

     Section 2.6. No Liability. Each Party agrees that the other Party (and its Group members) shall have no Liability as a result of the other Party’s insurance policies and practices as in effect at any time and arising from the level or scope of the other Party’s insurance, the creditworthiness of any insurance carrier or the terms and conditions of any insurance policy of the other Party.

     Section 2.7. Administration and Other Matters.

          (a) Administration. Subject to Section 2.7(c) and Section 2.7(d), from and after the Effective Time, (i) Synovus shall be responsible for (A) Insurance Administration of the Shared Policies with respect to all Liabilities except TSYS Liabilities and (B) Claims Administration (except as provided below) under such Shared Policies with respect to all Liabilities except TSYS Liabilities, and (ii) TSYS shall be responsible for (A) Insurance Administration of the Shared Policies with respect to all TSYS Liabilities and (B) Claims Administration (except as provided below) under such Shared Policies with respect to all TSYS Liabilities; provided, however, that the retention of such responsibilities by Synovus or TSYS, as the case may be, is in no way intended to limit, inhibit or preclude (i) any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement or (ii) the sharing between Synovus and TSYS of information relating to the matters addressed in this Article II; and provided further that Synovus’s retention or TSYS’s retention, as the case may be, of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy. Subject to Article I, each of the Parties hereto shall administer and pay any costs relating to its respective Insured Claims under Shared Policies to the extent such costs are not covered under such Policies and shall be

9

responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies. If an Insured Claim involves both TSYS Liabilities and Synovus Liabilities under such Shared Policies, TSYS and Synovus agree to share costs that are not covered under such policies in the same proportion as their respective liability for the Insured Claim, except to the extent that Article I applies to such costs in which case they shall be borne by the relevant Indemnifying Party.

          (b) Claims. Where a Shared Policy specifically covers TSYS Liabilities for periods prior to the Effective Time or covers claims made after the Effective Time with respect to an occurrence prior to the Effective Time, then from and after the Effective Time TSYS may, subject to Section 2.7(c) and Section 2.7(d), claim coverage for Insured Claims under such Shared Policy as and to the extent that such insurance is available up to the full extent of the applicable limits of liability of such Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 2.3 or Section 2.7(c) hereof), subject to the terms of this Section 2.7.

          (c) Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid directly to the appropriate Person or to Synovus, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to Synovus with respect to Synovus Liabilities and to TSYS with respect to the TSYS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Synovus to the appropriate Person upon receipt from the insurance carrier. In the event that the applicable limits on any particular Shared Policy are exceeded by the amount of outstanding Insured Claims by Synovus and TSYS, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such settlement or judgment) which were covered under such Shared Policy (their allocable portion of Insurance Proceeds), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a particular Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

          (d) Allocation of Deductibles, Etc. In the event that the Parties have bona fide claims under any Shared Policy for which a deductible or a retrospectively rated premium adjustment is payable or for which a self-insurance retention amount has been applied, the Parties agree that the aggregate amount of the deductible or retrospectively rated premium adjustment paid or retention amount applied shall be borne by the Parties in the same proportion which the Insurance Proceeds received by each such party bears to the total Insurance Proceeds received under the applicable Shared Policy (their “allocable share of the deductible, premium adjustment or retention amount”), and any party who has paid more than its allocable share of the deductible, premium

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adjustment or retention amount shall be entitled to receive from the other party an appropriate amount so that each party has borne its allocable share of the deductible, premium adjustment or retention amount pursuant hereto. Further, if a party receives no Insurance Proceeds under that applicable Shared Policy, that party shall have no allocable share of the deductible, premium adjustment or retention amount under that applicable Shared Policy, and the other party shall bear all of the allocable share of the deductible, premium adjustment or retention amount under that applicable Shared Policy.

     Section 2.8. Agreement For Waiver of Conflict and Shared Defense. In the event that Insured Claims of more than one of the Parties hereto exist relating to the same occurrence, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article II shall be construed to limit or otherwise alter in any way the obligations of the Parties to this Agreement, including those created by this Agreement, by operation of Law or otherwise.

     Section 2.9. Cooperation. The Parties agree to use their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Agreement.

ARTICLE III

MISCELLANEOUS

     Section 3.1. Entire Agreement. This Agreement, the Distribution Agreement, the other Ancillary Agreements and the Exhibits and Schedules referenced or attached hereto and thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

     Section 3.2. Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of Georgia as to all matters regardless of the laws that might otherwise govern under the principles of conflicts of laws applicable thereto.

     Section 3.3. Consent to Jurisdiction. Without limiting the provisions of Section 5.5 of the Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of Georgia or the federal courts located in the State of Georgia for the purposes of any suit, action or other proceeding arising out of this Agreement, the Ancillary Agreements or any transaction contemplated hereby or thereby. Each of the Parties agrees to commence any action, suit or proceeding relating hereto either in the federal district courts located in the State of Georgia or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the state courts of the State of Georgia. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the state courts of the State of Georgia or (ii) the federal district courts located in the State of Georgia, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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     Section 3.4. Notices. Any notice, demand, offer, request or other communication required or permitted to be given by any Party pursuant to the terms of this Agreement shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) Business Day after being delivered by facsimile (with receipt of appropriate confirmation), or (iv) one (1) Business Day after being deposited with an overnight courier service, and addressed to the attention of the Party’s General Counsel at the address of its principal executive office or such other address as a Party may request by notifying the other in writing.

     Section 3.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.

     Section 3.6. Parties in Interest. This Agreement shall be binding upon Synovus, any member of the Synovus Group, TSYS, and any member of the TSYS Group and inure solely to the benefit of the Synovus Indemnitees and the TSYS Indemnitees, and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

     Section 3.7. Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, except as otherwise expressly provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, by any Party without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be null and void; provided further, that a Party may assign this Agreement without such prior written consent in connection with: (i) a merger transaction in which such Party is not the surviving entity or (ii) the sale, transfer, exchange or other disposition by such Party of all or substantially all of its assets, so long as, in either case, if such merger or asset sale transaction occurs during the Restricted Assignment Period, the rating of the assignee, following the consummation of such merger or asset sale transaction, shall be BBB- or better from Standard & Poor’s and Baa3 from Moody’s Investor Services, Inc. (or if Standard & Poor’s or Moody’s Investor Services, Inc. shall change their rating designations after the date of this Agreement, a comparable rating or better under such new designations), and upon the effectiveness of any such valid assignment the assigning Party shall be released from all of its obligations under this Agreement if the surviving entity of such merger or the transferee of such assets shall agree in writing, in form and substance reasonably satisfactory to the other Parties, to be bound by the terms of this Agreement as if named as a “Party” hereto.

     Section 3.8. Severability. If any term or other provision of this Agreement is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being

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enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

     Section 3.9. Failure or Indulgence not Waiver. No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

     Section 3.10. Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties.

     Section 3.11. Authority. Each of the Parties represents to the others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

     Section 3.12. Headings. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     Section 3.13. Limitation on Damages. Each Party irrevocably waives, and no Party shall be entitled to seek or receive from the other Party, consequential, special, indirect or incidental damages (including without limitation damages for loss of profits) or punitive damages, regardless of how such damages were caused and regardless of the theory of liability; provided, however, that to the extent an Indemnified Party is required to pay any consequential, special, indirect or incidental damages (including without limitation damages for loss of profits) or punitive damages to a third party in connection with a Third Party Claim, such damages shall constitute direct damages and not be subject to the limitations set forth in this Section 3.13.

     Section 3.14. Dispute Resolution under Distribution Agreement. Any dispute arising out of or relating to the performance, breach or interpretation of this Agreement shall be handled in accordance with Section 5.5 of the Distribution Agreement.

     Section 3.15. Effectiveness. This Agreement shall become effective upon the Effective Time and prior thereto shall be of no force or effect. If the Distribution Agreement shall be terminated in accordance with its terms prior to the occurrence of the Effective Time, this Agreement and any actions or agreements contemplated hereby shall automatically be terminated and of no force or effect.

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ARTICLE IV

DEFINITIONS

     Section 4.1. General. Unless otherwise defined herein or the Distribution Agreement, the following terms shall have the following meanings:

     (a) “Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international governmental authority or any arbitration or mediation tribunal.

     (b) “Ancillary Agreement” has the meaning given to it in the Distribution Agreement.

     (c) “Claims Administration” shall mean the processing of claims made under the Shared Policies, including the reporting of claims to the insurance carriers, management and defense of claims and providing for appropriate releases upon settlement of claims.

     (d) “Distribution Agreement” has the meaning given to it in the recitals.

     (e) “Effective Time” has the meaning given to it in the Distribution Agreement.

     (f) “Group” means either the TSYS Group or the Synovus Group.

     (g) “Indemnitee” has the meaning set forth in Section 1.4(a) hereof.

     (h) “Insurance Administration” shall mean, with respect to each Shared Policy, (i) the accounting for premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of each of the Shared Policies; (ii) the reporting to excess insurance carriers of any losses or claims which may cause the applicable limits of any Shared Policy to be exceeded; (iii) the distribution of Insurance Proceeds as contemplated by this Agreement; and (iv) any and all other actions reasonably necessary for the administration of the Shared Policies.

     (i) “Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier or (ii) paid by an insurance carrier on behalf of an insured.

     (j) “Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Shared Policies or Run-Off Policies, whether or not subject to deductibles, self-insured retentions, co-insurance, uncollectibility or retrospectively rated premium adjustments.

     (k) “Liabilities” shall mean any and all debts, liabilities, obligations, responsibilities, response actions, losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law, Action, threatened Action, order or consent decree of any Governmental Authority, or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking,

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whether sought to be imposed by a Governmental Authority, private party, or party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.

     (l) “Net-Tax Basis” shall have the meaning subscribed to it in Section 1.6(c).

     (m) “Policies” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary, excess and umbrella policies, self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

     (n) “Restricted Assignment Period” has the meaning set forth in the Distribution Agreement.

     (o) “Shared Policies” (or, individually, “Shared Policy”) shall mean all Policies, current or past, which are owned or maintained by or on behalf of Synovus which provide coverage to or with respect to TSYS or the TSYS Business, or any part thereof, other than TSYS Policies, including those Policies set forth on Schedule 2.

     (p) “Subsidiary” has the meaning set forth in the Distribution Agreement.

     (q) “Synovus Business” shall mean each and every business conducted at any time by any member of the Synovus Group including each and every business conducted in the past and each and every business which has been discontinued, sold or transferred, but excluding the TSYS Business.

     (r) “Synovus Group” means Synovus and any of its Subsidiaries (other than TSYS and any member of the TSYS Group) and each Person that is or becomes a Subsidiary of Synovus at or after the Effective Time.

     (s) “Synovus Indemnitees” means Synovus and each member of the Synovus Group, and each of their respective current and former shareholders, directors, officers and employees.

     (t) “Synovus Liabilities” shall mean:

     (i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by Synovus; and

     (ii) all Liabilities (other than Taxes and any employee-related Liabilities which are specifically covered by the Tax Sharing Agreement and the Employee Matters Agreement, respectively) primarily relating to, arising out of or resulting from:

     (A) the operation of the Synovus Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any

15

Representative (whether or not such act or failure to act is or was within such Person’s authority)); or

     (B) the operation of any business conducted by Synovus or any member of the Synovus Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any Representative (whether or not such act or failure to act is or was within such Person’s authority)).

Notwithstanding the foregoing, the Synovus Liabilities shall not include: (a) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by TSYS; or (b) all agreements and obligations of TSYS under this Agreement or any of the Ancillary Agreements.

     (u) “Synovus Policies” (or, individually, “Synovus Policy”) shall mean all Policies, current or past, that are owned or maintained by or on behalf of Synovus that do not provide coverage to or with respect to TSYS or the TSYS Business, or any part thereof, including those Policies set forth on Schedule 3.

     (v) “Tax” shall have the meaning set forth in the Tax Sharing Agreement.

     (w) “Third Party Claim” has the meaning set forth in Section 1.4(b) of this Agreement.

     (x) “TSYS Business” shall mean each and every business conducted at any time by any member of the TSYS Group, including each and every business which has been discontinued, sold or transferred.

     (y) “TSYS Indemnitees” means TSYS, and each member of the TSYS Group, and each of their respective current and former directors, officers and employees.

     (z) “TSYS Group” means TSYS and any of its Subsidiaries and each Person that is or becomes a Subsidiary of TSYS at or after the Effective Time.

     (aa) “TSYS Liabilities” shall mean:

     (i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by TSYS, and all agreements; and

     (ii) all Liabilities (other than Taxes and any employee-related Liabilities which are specifically covered by the Tax Sharing Agreement and the Employee Matters Agreement, respectively), primarily relating to, arising out of or resulting from:

     (A) the operation of the TSYS Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any Representative with respect to the TSYS Business (whether or not such act or failure to act is or was within such Person’s authority)); or

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     (B) the operation of any business conducted by TSYS or any member of the TSYS Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any Representative (whether or not such act or failure to act is or was within such Person’s authority)).

Notwithstanding the foregoing, the TSYS Liabilities shall not include: (a) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by Synovus; or (b) all agreements and obligations of Synovus under this Agreement or any of the Ancillary Agreements.

     (bb) “TSYS Policies” (or, individually, “TSYS Policy”) shall mean all Policies, current or past, which are owned or maintained by or on behalf of TSYS, which relate specifically to the TSYS Business but do not relate to Synovus or the Synovus Business, and which Policies are maintained by TSYS, including those Policies set forth on Schedule 4.

[SIGNATURES ON FOLLOWING PAGE]

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     WHEREFORE, the Parties have caused this Agreement to be duly executed as of the date first set forth above.

SYNOVUS FINANCIAL CORP.
By:
	Name:
	Title:
TOTAL SYSTEM SERVICES, INC.
By:
	Name:
	Title:

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EX-10.5

Exhibit 10.5

EXHIBIT E

FORM OF

MASTER CONFIDENTIAL DISCLOSURE AGREEMENT

between

SYNOVUS FINANCIAL CORP.

and

TOTAL SYSTEM SERVICES, INC.

Dated [________ __], 2007

FORM OF MASTER CONFIDENTIAL DISCLOSURE AGREEMENT

     This MASTER CONFIDENTIAL DISCLOSURE AGREEMENT (this “Agreement”), dated as of [                     ], 2007, between Synovus Financial Corp., a Georgia corporation (“Synovus”), and Total System Services, Inc., a Georgia corporation (“TSYS”).

     WHEREAS, Synovus, Columbus Bank and Trust Company and TSYS have entered into an Agreement and Plan of Distribution, dated as of October 25, 2007 (the “Distribution Agreement”), which provides, subject to the terms and conditions in the Distribution Agreement, among other things, for the distribution of the common stock of TSYS held by Synovus as of a certain date to the shareholders of Synovus; and

     WHEREAS, as part of the foregoing, the parties further desire to enter into this Agreement to provide for the protection of their Confidential Information (as defined below).

     NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions. For the purpose of this Agreement the following capitalized terms are defined in this Section 1.1 and shall have the meaning specified herein:

     (a) “Affiliated Company” means, with respect to Synovus, any entity that, after the Effective Time, directly or indirectly is controlled by, or is under common control with, Synovus, other than any Subsidiary of Synovus, and, with respect to TSYS, any entity that, after the Effective Time, directly or indirectly is controlled by, or is under common control with TSYS, other than any Subsidiary of TSYS. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or other interests, by contract or otherwise. For the avoidance of doubt, TSYS is not an Affiliated Company of Synovus for purposes of this Agreement.

     (b) “Agreement” has the meaning set forth in the preamble to this Agreement.

     (c) “Ancillary Agreements” has the meaning given to it in the Distribution Agreement.

     (d) “Confidential Information” means, subject to Section 6.14, information, Trade Secrets, technical data and know-how that is not otherwise in the public domain, that is directly related to the operation of the business of the Disclosing Party and that is either (i) known to or in the possession of the Receiving Party as of the Effective Time or (ii) disclosed to the Receiving Party after the Effective Time in connection with the performance under any Transaction Agreement. Confidential Information shall include, with respect to a Disclosing Party, all Customer Data of such Disclosing Party. Confidential Information may include information relating to, by way of example, research, products, services, customers, markets, software, developments, inventions,

processes, designs, drawings, engineering, marketing or finances, and may be in writing, disclosed orally or learned by inspection of computer programming code, equipment or facilities.

     (i) Confidential Information of Third Parties that is known to, in the possession of or acquired by a Receiving Party pursuant to a relationship with the Disclosing Party shall be deemed the Disclosing Party’s Confidential Information for purposes herein.

     (ii) Notwithstanding the foregoing provisions of this Section 1.1(d), Confidential Information shall exclude information that: (i) was in the Receiving Party’s lawful possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than solely through the prior relationship of the Disclosing Party and the Receiving Party before the Effective Time; (ii) information that was lawfully possessed by both the Receiving Party and the Disclosing Party prior to the Effective Time and that pertains to both the business of the Receiving Party and the business of the Disclosing Party, (iii) is or becomes a matter of public knowledge through no fault of the Receiving Party and other than as a consequence of any unauthorized disclosure, act or omission by the Receiving Party or its Representatives; (iv) is lawfully received by the Receiving Party from a Third Party without a duty of confidentiality; (v) is independently developed by the Receiving Party without violating any obligations hereunder; or (vi) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval.

     (e) “Confidentiality Period” means, (i) with respect to Confidential Information that is not a Trade Secret, five (5) years after the later to occur of (A) the Effective Time and (B) the date of disclosure to the Receiving Party, and (ii) with respect to Trade Secrets, the later to occur of (A) the date that is five (5) years after the later to occur of the Effective Time and the date of disclosure to the Receiving Party, and (B) the date on which the relevant Trade Secret is no longer a Trade Secret.

     (f) “Customer Data” means all data and information pertaining to any customer of a Disclosing Party and submitted to the Receiving Party by the Disclosing Party, or received by the Receiving Party on behalf of the Disclosing Party.

     (g) “Disclosing Party” means the party disclosing the relevant Confidential Information.

     (h) “Distribution Agreement” has the meaning set forth in the recitals to this Agreement.

     (i) “Effective Time” has the meaning set forth in the Distribution Agreement.

     (j) “Express Purpose” means: (i) with respect to the Receiving Party or any of its Representatives, to perform or assist the Receiving Party to perform its obligations and exercise its rights under any of the Transaction Agreements and (ii) with respect to a sublicensee permitted under a Transaction Agreement, to exercise its rights under such Transaction Agreement.

     (k) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an

2

unincorporated organization, and a governmental entity or any department, agency or political subdivision thereof.

     (l) “Receiving Party” means the recipient of the relevant Confidential Information.

     (m) “Representatives” has the meaning set forth in Section 2.2 of this Agreement.

     (n) “Restricted Assignment Period” has the meaning given to it in the Distribution Agreement.

     (o) “Subsidiary” has the meaning given to it in the Distribution Agreement.

     (p) “Synovus” has the meaning set forth in the preamble to this Agreement.

     (q) “Third Party” means a Person other than Synovus and its Representatives and TSYS and its Representatives.

     (r) “Trade Secret” has the meaning given to it in the Georgia Trade Secrets Act, O.C.G.A. § 10-1-761.

     (s) “Transaction Agreements” means the Distribution Agreement and the Ancillary Agreements.

     (t) “TSYS” has the meaning set forth in the preamble to this Agreement.

ARTICLE II

CONFIDENTIALITY

     Section 2.1 Confidentiality and Non-Use Obligations. During the Confidentiality Period, the Receiving Party shall (i) protect the Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, including the utilization of security devices or procedures designed to prevent unauthorized access to such materials, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own confidential information of a like nature, (ii) not use such Confidential Information in violation of any use restriction in this Agreement, the Distribution Agreement or any other Ancillary Agreement, (iii) not disclose such Confidential Information to any Third Party, except, subject to applicable law, as expressly permitted under this Agreement, the Distribution Agreement or any other Ancillary Agreement or in any other agreements entered into between the parties in writing, without the prior written consent of the Disclosing Party and (iv) not use the Confidential Information to the commercial or competitive disadvantage of the Disclosing Party. Each party shall instruct its officers, employees, agents, contractors and professional advisors (a) of its confidentiality obligations hereunder and (b) not to attempt to circumvent any such security procedures and devices. Each party’s obligation under the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intended.

     Section 2.2 Use and Disclosure. The Receiving Party may use the Confidential Information solely for the Express Purpose and disclose the Confidential Information to its directors, officers, employees, professional advisors, agents, contractors, Affiliated Companies

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and Subsidiaries, and their respective directors, officers, employees, agents, contractors and sublicensees (collectively, “Representatives”) solely where such disclosure is reasonably necessary for the Express Purpose, and provided that the Receiving Party may also disclose the Confidential Information to its sublicensees only if permitted to do so under a Transaction Agreement. The Receiving Party’s disclosure to its Representatives shall be subject to applicable law and the sublicensee’s agreement in writing to confidentiality and non-use terms at least as protective of the Disclosing Party as the provisions of this Agreement. The Receiving Party shall use commercially reasonable efforts to ensure that with regard to its Representatives’ use and possession of Confidential Information, such Representatives observe confidentiality obligations at least as protective as those in this Agreement and shall be liable if such Representatives cause a breach of this Agreement, and for such Representatives’ failure to comply with obligations at least as protective as those in this Agreement. Each Party agrees that (i) disclosure or use of Confidential Information in breach of this Agreement could cause considerable commercial and financial detriment to the Disclosing Party, (ii) damages may be inadequate compensation for breach of this Agreement and (iii) if any Confidential Information is disclosed or used (or threatened to be disclosed or used) in breach of this Agreement, then the Disclosing Party may seek, in addition to any other remedies available to it, equitable relief (including but not limited to specific performance and injunction).

     Section 2.3 Compelled Disclosure. If the Receiving Party or any of its Representatives believes that it is or will be compelled by a court or other authority or the rules of a stock exchange to disclose Confidential Information of the Disclosing Party, it shall (i) give the Disclosing Party prompt written notice so that the Disclosing Party may take steps to oppose such disclosure, but in any event the Receiving Party shall not be prohibited from complying with such requirement; provided, however, the Receiving Party must disclose, and ensure that the Representative discloses, only the minimum Confidential Information (as applicable) and (ii) reasonably cooperate with the Disclosing Party in its attempts to oppose such disclosure, provided that the Disclosing Party first agrees to pay the reasonable costs of the Receiving Party in connection therewith.

     Section 2.4 No Restriction on Disclosing Party. Subject to Section 2.7, nothing in this Agreement shall restrict the Disclosing Party from using, disclosing, or disseminating its own Confidential Information in any way.

     Section 2.5 No Restriction on Reassignment. This Agreement shall not restrict reassignment of the Receiving Party’s employees.

     Section 2.6 Third Party Agreements. Nothing in the Agreement supersedes any restriction imposed by Third Parties on their Confidential Information, and there is no obligation on the Disclosing Party to conform Third Party agreements to the terms of this Agreement.

     Section 2.7 Information Security. The Receiving Party of any Customer Data of the Disclosing Party shall be responsible for establishing, implementing, maintaining and performing a reasonable information security program (including physical security of physical items) that is reasonably designed to (i) ensure the security and confidentiality of such Customer Data, (ii) protect against any anticipated threats or hazards to the security or integrity of such Customer Data, (iii) protect against unauthorized access to or use of such Customer Data that could result

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in substantial material harm to the Disclosing Party or any of its customers and (iv) ensure the proper disposal of such Customer Data. The Disclosing Party shall maintain reasonable security for its own systems, servers, and communications links as is reasonably designed to (a) protect the security and integrity of its Customer Data to the extent within the Disclosing Party’s control, and (b) protect against unauthorized access to or use of the Receiving Party’s systems and servers on which Customer Data of the Disclosing Party is stored to the extent within the Disclosing Party’s control. The Receiving Party will (1) take appropriate action to address any incident of unauthorized access to Customer Data of the Disclosing Party and (2) notify the Disclosing Party as soon as possible of any incident of unauthorized access to Customer Data and any other breach in the Receiving Party’s security that materially affects the Disclosing Party or the Disclosing Party’s customers. Either party may change its security procedures from time to time as commercially reasonable to address operations risks and concerns in compliance with the requirements of this section.

ARTICLE III

WARRANTY DISCLAIMER

     EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS, WHERE IS” BASIS AND THAT NEITHER PARTY NOR ANY OF ITS REPRESENTATIVES HAS MADE OR WILL MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT, OR AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

ARTICLE IV

TERM AND TERMINATION

     Section 4.1 Term. This Agreement shall remain in full force and effect until the earlier to occur of: (i) the expiration of the last Confidentiality Period; and (ii) the termination of this Agreement by the mutual written agreement of the parties.

     Section 4.2 Survival. Articles II (with respect to Confidential Information acquired or disclosed prior to the date of termination), III, IV, V, VI and VII shall survive any termination of this Agreement.

     Section 4.3 Return of Confidential Information. Upon the earlier to occur of: (i) the termination or expiration of this Agreement and (ii) the termination of the Distribution Agreement or the whole or any part of any Ancillary Agreement, the Receiving Party shall (and shall procure that its Affiliated Companies and Representatives shall) promptly but in no event later than thirty (30) days following a request made in writing by the Disclosing Party: (x) return to the Disclosing Party or destroy (at the sole option of the Receiving Party) all Confidential Information of the Disclosing Party in the possession or control of the Receiving Party (including, without limitation, all documents, records, notebooks, data, reports, notes,

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compilations, computer files, data and programs, and similar repositories or materials and any and all copies or reproductions thereof), as directed by the Disclosing Party; provided, however, in case of a termination of the whole or part of any Ancillary Agreement (other than this Agreement), the Confidential Information to be so returned or destroyed shall be limited to such Confidential Information disclosed by the Disclosing Party in connection with such terminated Ancillary Agreement, or part thereof, as the case may be; and (y) deliver to the Disclosing Party a certificate signed by a duly authorized officer of the Receiving Party supervising such return and destruction, certifying such return or destruction in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information beyond the expiration or termination of this Agreement if required to do so by applicable law, provided that the Receiving Party shall notify the Disclosing Party in writing of such obligation, and (A) may not use such retained Confidential Information for any purpose not strictly required to comply with such law, and (B) shall at the Disclosing Party’s option, return or destroy such retained Confidential Information as soon as practicable after it is no longer required by law to retain it.

ARTICLE V

LIMITATION OF LIABILITY

     IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE VI

MISCELLANEOUS PROVISIONS

     Section 6.1 Dispute Resolution. Any dispute arising out of or relating to the performance, breach or interpretation of this Agreement shall be handled in accordance with Section 5.5 of the Distribution Agreement.

     Section 6.2 Export Restrictions. Both parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data, and shall not export or reexport any technical data, any products received from Disclosing Party, or the direct product of such technical data, to any proscribed country listed in such applicable laws, regulations and rules unless properly authorized.

     Section 6.3 No Implied Licenses. The Receiving Party acknowledges that the Confidential Information is the exclusive property of the Disclosing Party, and the Disclosing Party has the exclusive right, title and interest to its Confidential Information. Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, or under any intellectual property right, other than the rights expressly granted in this

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Agreement, to the Confidential Information. Neither party is required hereunder to furnish or disclose to the other any technical or other information.

     Section 6.4 Infringement Suits. Neither party shall have any obligation hereunder to institute any action or suit against Third Parties for misappropriation of any of its Confidential Information or to defend any action or suit brought by a Third Party that alleges infringement of any intellectual property rights by the Receiving Party’s authorized use of the Disclosing Party’s Confidential Information.

     Section 6.5 Entire Agreement. This Agreement, the Distribution Agreement and the other Ancillary Agreements constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. Notwithstanding the foregoing, the parties agree that any agreements entered into between them after the Effective Time for the protection of specific Confidential Information shall supersede the terms of this Agreement with respect to such Confidential Information.

     Section 6.6 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia as to all matters regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto.

     Section 6.7 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

     Section 6.8 Notices. All notices and other communications hereunder shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) Business Day after being delivered by facsimile (with receipt of appropriate confirmation) or (iv) one (1) Business Day after being deposited with an overnight courier service and addressed to the respective parties as follows:

if to Synovus:

Synovus Financial Corp.
1111 Bay Avenue
Suite 500
Columbus, GA 31901
Attention: Chief Financial Officer
Telecopy: (706) 649-4819

if to TSYS:

Total System Services, Inc.
1600 First Avenue
Columbus, GA 31901
Attention: Chief Financial Officer
Telecopy: (706) 644-1725

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or to such other address as a party may request by notifying the other in writing. As used in this Section 6.8, “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions located in the city of Columbus, Georgia are authorized or obligated by law or executive order to close.

     Section 6.9 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, except as otherwise expressly provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, by any party without the prior written consent of the other party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be null and void; provided further, that a party may assign this Agreement in connection with: (i) a merger transaction in which such party is not the surviving entity or (ii) the sale, transfer, exchange or other disposition by such party of all or substantially all of its assets, so long as, in either case, if such merger or asset sale transaction occurs during the Restricted Assignment Period, the rating of the assignee, following the consummation of such merger or asset sale transaction, shall be BBB- or better from Standard & Poor’s and Baa3 or better from Moody’s Investor Services, Inc. (or if Standard & Poor’s or Moody’s Investor Services, Inc. shall change their rating designations after the date of this Agreement, a comparable rating or better under such new designations), and upon the effectiveness of any such valid assignment the assigning party shall be released from all of its obligations under this Agreement if the surviving entity of such merger or the transferee of such assets shall agree in writing, in form and substance reasonably satisfactory to the other party, to be bound by the terms of this Agreement as if named as a “party” hereto. The Receiving Party’s assignment of this Agreement shall not relieve it of any of its obligations hereunder.

     Section 6.10 Severability. If any term or other provision of this Agreement is determined by a nonappealable decision of a court, administrative agency or binding arbitrator by any court or in any binding arbitration to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

     Section 6.11 Failure or Indulgence not Waiver; Remedies Cumulative. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

     Section 6.12 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

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     Section 6.13 Counterparts. This Agreement may be executed in two or more counterparts, all of which, taken together, shall be considered to be one and the same instrument.

     Section 6.14 Existing Agreements. Notwithstanding anything to the contrary in this Agreement, Confidential Information shall not include, and this Agreement shall not in any way apply to, any confidential information exchanged pursuant to those agreements between the parties and/or their respective Subsidiaries set forth on Schedule A hereto.

     Section 6.15 Effectiveness. This Agreement shall become effective upon the Effective Time and prior thereto shall be of no force or effect. If the Distribution Agreement shall be terminated in accordance with its terms prior to the occurrence of the Effective Time, this Agreement and any actions or agreements contemplated hereby shall automatically be terminated and of no force or effect.

[Signature page follows]

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     WHEREFORE, the parties have signed this Master Confidential Disclosure Agreement effective as of the Effective Time.

SYNOVUS FINANCIAL CORP.	TOTAL SYSTEM SERVICES, INC.
By:	By:
Name:	Name:
Title:	Title:

[Signature page to Confidential Disclosure Agreement]