EX-10.1 FORM OF EMPLOYEE MATTERS AGREEMENT



 





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	 






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	 	 	 	 	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.



5









 





     “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)



10









 







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.



11









 





     (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.



12









 





     (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



13









 







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.



14









 





     (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.



15









 





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



16









 







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



17









 







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.



18









 





     (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



19









 







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.



20









 





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



21









 







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;



22









 







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



23









 







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).



24









 





     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



25









 







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



26









 







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



27









 







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:  	 	 




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