TOTAL SYSTEM SERVICES INC, DEF 14A, 2000-03-07

TOTAL SYSTEM SERVICES INC
DEF 14A, 2000-03-07
COMPUTER PROCESSING & DATA PREPARATION

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Total System Services, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________________

2) Aggregate number of securities to which transaction applies:
___________________________________________________________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
___________________________________________________________________

4) Proposed maximum aggregate value of transaction:
__________________________________________________________________

5) Total fee paid:
__________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
__________________________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
3) Filing Party:
__________________________________________________________________
4) Date Filed:
__________________________________________________________________

TSYS(R)
TOTAL SYSTEM SERVICES, INC.(R)

Richard W. Ussery March 10, 2000
Chairman of the Board

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders at
9:30 a.m. on Thursday, April 13, 2000, at the TSYS Riverfront Campus Auditorium,
1600 First Avenue, Columbus, Georgia. Enclosed with this Proxy Statement are
your proxy card and the 1999 Annual Report.

We hope that you will be able to be with us and let us give you a review of
1999. Whether you own a few or many shares of stock and whether or not you plan
to attend in person, it is important that your shares be voted on matters that
come before the meeting. To make sure your shares are represented, we urge you
to vote promptly.

Thank you for helping us make 1999 a good year. We look forward to your
continued support in 2000 and another good year.

Sincerely yours,

/s/Richard W. Ussery
RICHARD W. USSERY

Total System Services, Inc. Post Office Box 2506 Columbus, Georgia 31902-2506

TSYS(R)
TOTAL SYSTEM SERVICES, INC.(R)

NOTICE OF THE 2000 ANNUAL MEETING OF SHAREHOLDERS

TIME............... 9:30 a.m. E.T.
Thursday, April 13, 2000

PLACE.............. TSYS Riverfront Campus Auditorium
1600 First Avenue
Columbus, Georgia 31901

ITEMS OF BUSINESS.. (1) To elect five directors to serve until the Annual
Meeting of Shareholders in 2003, one director to
serve until the Annual Meeting of Shareholders
in 2002 and three directors to serve until the
Annual Meeting of Shareholders in 2001.

(2) To approve the Synovus Financial Corp. 2000
Long-Term Incentive Plan (TSYS is an 80.8%
owned subsidiary of Synovus).

(3) To approve the TSYS 2000 Long-Term Incentive Plan.

(4) To transact such other business as may properly
come before the meeting and any adjournment thereof.

RECORD DATE........ Holders of record of TSYS common stock at the close of
business on February 11, 2000, are entitled to vote
at the meeting.

ANNUAL REPORT...... TSYS' 1999 Annual Report, which is not a part of
the proxy soliciting material, is enclosed.

PROXY VOTING....... It is important that your shares be represented and
voted at the meeting. You can vote your shares by
completing and returning the proxy card sent to you.
Most shareholders can also vote their shares over the
Internet or by telephone. If Internet or telephone
voting is available to you, voting instructions are
printed on the proxy card sent to you. You can
revoke a proxy at any time prior to its exercise at the
meeting by following the instructions in the
accompanying Proxy Statement.

/s/G. Sanders Griffith, III
G. SANDERS GRIFFITH, III
Secretary

Columbus, Georgia
March 10, 2000

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE VOTE YOUR SHARES PROMPTLY.

TABLE OF CONTENTS

Voting Information.............................................................1
Election of Directors..........................................................2
Meetings and Committees of the Board...........................................5
Directors' Compensation........................................................6
Executive Officers.............................................................6
Stock Ownership of Directors and Executive Officers............................7
Directors' Proposal to Approve the Synovus Financial Corp. 2000
Long-Term Incentive Plan..................................................8
Directors' Proposal to Approve the Total System Services, Inc. 2000
Long-Term Incentive Plan.................................................12
Executive Compensation........................................................17
Stock Performance Graph.......................................................20
Compensation Committee Report on Executive Compensation.......................21
Compensation Committee Interlocks and
Insider Participation....................................................23
Transactions With Management..................................................23
Relationships Between TSYS, Synovus, CB&T and
Certain of Synovus' Subsidiaries.........................................24
Section 16(a) Beneficial Ownership Reporting Compliance.......................27
Independent Auditors..........................................................27
General Information:
Financial Information....................................................28
Shareholder Proposals for the 2001 Proxy Statement.......................28
Director Nominees or Other Business for Presentation
at the Annual Meeting...............................................28
Solicitation of Proxies..................................................28

VOTING INFORMATION

PURPOSE

This Proxy Statement and the accompanying proxy card are being mailed to
TSYS shareholders beginning March 10, 2000. The TSYS Board of Directors is
soliciting proxies to be used at the 2000 Annual Meeting of TSYS Shareholders
which will be held on April 13, 2000, at 9:30 a.m., at the TSYS Riverfront
Campus Auditorium, 1600 First Avenue, Columbus, Georgia. Proxies are solicited
to give all shareholders of record an opportunity to vote on matters to be
presented at the Annual Meeting. In the following pages of this Proxy Statement,
you will find information on matters to be voted upon at the Annual Meeting of
Shareholders or any adjournment of that meeting.

WHO CAN VOTE

All shareholders of record of TSYS common stock as of the close of business
on February 11, 2000 are entitled to vote. Shares can be voted at the meeting
only if the shareholder is present or represented by a valid proxy.

SHARES OUTSTANDING

A majority of the outstanding shares of TSYS common stock must be present,
either in person or represented by proxy, in order to conduct the Annual Meeting
of TSYS Shareholders. On February 11, 2000, 194,832,720 shares of TSYS common
stock were outstanding.

COLUMBUS BANK AND TRUST COMPANY

Columbus Bank and Trust Company(R)("CB&T") owned individually 157,455,980
shares, or 80.8%, of the outstanding shares of TSYS common stock on February 11,
2000. CB&T(R) is a wholly owned banking subsidiary of Synovus Financial
Corp.(R), a multifinancial services company having 252,246,801 shares of voting
common stock outstanding on February 11, 2000.

PROXIES AND VOTING PROCEDURES

Your vote is important. Because many shareholders cannot attend the meeting
in person, it is necessary that a large number be represented by proxy. Most
shareholders have a choice of voting over the Internet, by using a toll-free
telephone number or by completing a proxy card and mailing it in the
postage-paid envelope provided. Please refer to your proxy card or the
information forwarded by your bank, broker or other holder of record to see
which options are available to you. Please be aware that if you vote over the
Internet, you may incur costs such as telephone and Internet access charges for
which you will be responsible. The Internet and telephone voting facilities for
shareholders of record will close at 11:59 p.m. E.T. on April 12, 2000.

You can revoke your proxy at any time before it is exercised by timely
delivery of a properly executed, later-dated proxy (including an Internet or
telephone vote) or by voting by ballot at the Annual Meeting. By providing
your voting instructions promptly, you may save TSYS the expense of a second
mailing.

The Internet and telephone voting procedures are designed to authenticate
shareholders by use of a control number and to allow you to confirm that your
instructions have been properly recorded.

The method by which you vote will in no way limit your right to vote at the
Annual Meeting if you later decide to attend in person. If your shares are held
in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record, to be able to vote
at the Annual Meeting.

All shares entitled to vote and represented by properly completed
proxies received prior to the Annual Meeting and not revoked will be voted at
the Annual Meeting in accordance with your instructions. IF YOU DO NOT
INDICATE HOW YOUR SHARES SHOULD BE VOTED ON A MATTER, THE SHARES REPRESENTED
BY YOUR PROPERLY COMPLETED PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS
RECOMMENDS.

If any other matters are properly presented at the Annual Meeting for
consideration, including, among other things, consideration of a motion to
adjourn the meeting to another time or place, the persons named as proxies and
acting thereunder will have discretion to vote on those matters according to
their best judgment to the same extent as the person delivering the proxy would
be entitled to vote. At the date this Proxy Statement went to press, we did not
anticipate that any other matters would be raised at the Annual Meeting.

VOTES PER SHARE

Each share of TSYS common stock represented at the Annual Meeting is
entitled to one vote on each matter properly brought before the meeting.

TSYS DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN

If you participate in this Plan, your proxy card represents shares held in
the Plan, as well as shares you hold directly in certificate form registered
in the same name.

REQUIRED VOTE

The presence, in person or by proxy, of the holders of a majority of the
shares entitled to vote generally for the election of directors is necessary to
constitute a quorum at the Annual Meeting. Abstentions and broker "nonvotes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "nonvote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner.

A plurality of the votes duly cast is required for the election of a
director (i.e., the nominee receiving the greatest number of votes will be
elected). Abstentions and broker nonvotes are not counted for purposes of the
election of a director. A properly completed proxy marked "withhold authority"
with respect to the election of one or more directors will not be voted with
respect to the director or directors indicated, although it will be counted for
purposes of determining whether there is a quorum. Cumulative voting is not
permitted. The affirmative vote of the holders of a majority of the votes cast
thereon is required to approve the Directors' proposals to approve the Synovus
2000 Long-Term Incentive Plan and the TSYS 2000 Long-Term Incentive Plan. Any
shares not voted (whether by abstention, broker nonvote or otherwise) have no
impact on the vote.

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ALL
NOMINEES.

NUMBER

The Board of Directors of TSYS consists of 16 members. As 18 board seats
have been authorized by TSYS' shareholders, TSYS has two directorships which
remain vacant. These vacant directorships could be filled in the future at the
discretion of TSYS' Board of Directors. This discretionary power gives TSYS'
Board of Directors the flexibility of appointing new directors in the periods
between TSYS' Annual Meetings should suitable candidates come to its attention.
The Board is divided into three classes whose terms are staggered so that the
term of one class expires at each Annual Meeting of Shareholders. The terms of
office of the Class I directors expire at the 2002 Annual Meeting, the terms of
office of the Class II directors expire at the 2000 Annual Meeting and the terms
of office of the Class III directors expire at the 2001 Annual Meeting. Proxies
cannot be voted at the 2000 Annual Meeting for a greater number of persons than
the number of nominees named.

NOMINEES

There are five directors, James H. Blanchard, Richard Y. Bradley, Gardiner
W. Garrard, Jr., John P. Illges, III and W. Walter Miller, Jr., who have been
nominated to stand for reelection as directors at the 2000 Annual Meeting for
terms expiring in 2003. In addition, G. Wayne Clough has been nominated to stand
for election as a director for a term expiring in 2002 and Thomas G. Cousins,
Sidney E. Harris and Rebecca K. Yarbrough have been nominated to stand for
election as directors for terms expiring in 2001. Messrs. Cousins, Harris and
Clough and Mrs. Yarbrough were each elected by TSYS' Board to fill vacant Board
seats and are being submitted to TSYS' shareholders as nominees for the first
time at the 2000 Annual Meeting.

The Board believes that each director nominee will be able to stand for
election. If any nominee becomes unable to stand for election, proxies in favor
of that nominee will be voted in favor of the remaining nominees and in favor of
any substitute nominee named by the Board. If you do not wish your shares voted
for one or more of the nominees, you may so indicate on the proxy.

BOARD OF DIRECTORS

Following is the principal occupation, age and certain other information
for each director nominee and other directors serving unexpired terms.

- ----------------------------------------------------------------------------------
TSYS Year
Director First
Classifi- Elected Principal Occupation
Name Age cation Director and Other Information
- ------------------------ ----- --------- --------- -------------------------------------------
<S> <C> <C> <C> <C>
James H. Blanchard<F1> 58 II 1982 Chairman of the Board and Chief
Executive Officer, Synovus Financial
Corp.; Chairman of the Executive
Committee, Total System Services, Inc.;
Director, BellSouth Corporation

Richard Y. Bradley<F2> 61 II 1991 Partner, Bradley & Hatcher (Law Firm);
Director, Synovus Financial Corp.

G. Wayne Clough<F3> 58 I 2000 President, Georgia Institute
of Technology

Thomas G. Cousins<F4> 68 III 1999 Chairman of the Board and Chief Executive
Officer, Cousins Properties Incorporated
(Real Estate Development); Director,
Shaw Industries, Inc.

Gardiner W. Garrard, Jr. 59 II 1982 President, The Jordan Company (Real
Estate Development); Director, Synovus
Financial Corp.

Sidney E. Harris<F5> 50 III 1999 Dean, J. Mack Robinson College of
Business, Georgia State University;
Director, Lanier Worldwide, Inc., The
ServiceMaster Company and Transamerica
Investors, Inc.

John P. Illges, III 65 II 1982 Senior Vice President and Financial
Consultant, The Robinson-Humphrey
Company, Inc. (Stockbroker); Director,
Synovus Financial Corp.

Mason H. Lampton 52 III 1986 Chairman of the Board and President,
The Hardaway Company and Chairman
of the Board, Standard Concrete Products
(Construction Companies); Director,
Synovus Financial Corp.

W. Walter Miller, Jr.<F6> 51 II 1993 Senior Vice President, Total System
Services, Inc.

Samuel A. Nunn<F7> 61 I 1997 Senior Partner, King & Spalding (Law
Firm); Director, The Coca-Cola Company, Dell
Computer Corporation, General Electric Company,
National Service Industries, Inc.,
Scientific-Atlanta, Inc.,
Internet Security Systems Group, Inc.
and Texaco Inc.

H. Lynn Page 59 I 1982 Director, Synovus Financial Corp.,
Columbus Bank and Trust Company and
Total System Services, Inc.

Philip W. Tomlinson<F8> 53 I 1982 President, Total System Services, Inc.

William B. Turner<F6> 77 III 1982 Chairman of the Executive Committee,
Columbus Bank and Trust Company and
Synovus Financial Corp.; Advisory
Director, W.C. Bradley Co. (Metal
Manufacturer and Real Estate)

Richard W. Ussery<F9> 52 I 1982 Chairman of the Board and Chief
Executive Officer, Total System Services,
Inc.

James D. Yancey 58 III 1982 President and Chief Operating Officer,
Synovus Financial Corp.; Chairman of the Board,
Columbus Bank and Trust Company;
Director, Shoney's, Inc.

Rebecca K. Yarbrough<F10> 62 III 1999 Private Investor
<FN>

- ---------

<F1> James H. Blanchard was elected Chairman of the Executive Committee of TSYS
in February 1992. From 1982 until 1992, Mr. Blanchard served as Chairman
of the Board of TSYS.

<F2> Richard Y. Bradley formed Bradley & Hatcher in September 1995. From 1991
until 1995, Mr. Bradley served as President of Bickerstaff Clay Products
Company, Inc.

<F3> G. Wayne Clough was elected as a director of TSYS in February 2000 by TSYS'
Board of Directors to fill a vacant Board seat.

<F4> Thomas G. Cousins was elected as a director of TSYS in October 1999 by
TSYS' Board of Directors to fill a vacant Board seat.

<F5> Sidney E. Harris was elected as a director of TSYS in December 1999 by
TSYS' Board of Directors to fill a vacant Board seat. Mr. Harris was
named dean of the J. Mack Robinson College of Business at Georgia State
University in July 1997. From 1991 until 1997, Mr. Harris served as dean of
the Drucker Graduate School.

<F6> Mr. Miller's spouse is the niece of William B. Turner.

<F7> Mr. Nunn joined the law firm of King & Spalding in January 1997. From 1972
until 1997, Mr. Nunn represented the State of Georgia in the United States
Senate.

<F8> Philip W. Tomlinson was elected President of TSYS in February 1992. From
1982 until 1992, Mr. Tomlinson served as Executive Vice President of TSYS.

<F9> Richard W. Ussery was elected Chairman of the Board of TSYS in February
1992. From 1982 until 1992, Mr. Ussery served as President of TSYS.

<F10>Rebecca K. Yarbrough was elected as a director of TSYS in October 1999 by
TSYS' Board of Directors to fill a vacant Board seat.
</FN>
</TABLE>

MEETINGS AND COMMITTEES OF THE BOARD

BOARD OF DIRECTORS

The business affairs of TSYS are managed under the direction of the Board
of Directors in accordance with the Georgia Business Corporation Code, as
implemented by TSYS' Articles of Incorporation and bylaws. Members of
the Board are kept informed through reports routinely presented at Board and
committee meetings by the Chief Executive Officer and other officers, and
through other means.

BOARD AND COMMITTEE MEETINGS

The Board of Directors held seven meetings in 1999. All directors attended
at least 85% of Board and committee meetings during 1999.

COMMITTEES OF THE BOARD

TSYS' Board of Directors has three principal standing committees -- an
Executive Committee, an Audit Committee and a Compensation Committee. There is
no Nominating Committee of TSYS' Board of Directors. The following table shows
the membership of the various committees.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Executive Audit Compensation
- ---------- ----- -------------
<S> <C> <C>
James H. Blanchard, Chair Gardiner W. Garrard, Jr., Chair Gardiner W. Garrard, Jr., Chair
Richard Y. Bradley John P. Illges, III G. Wayne Clough
Gardiner W. Garrard, Jr. Mason H. Lampton Mason H. Lampton
Philip W. Tomlinson
William B. Turner
Richard W. Ussery
James D. Yancey
</TABLE>

Executive Committee. During the intervals between meetings of TSYS' Board
of Directors, TSYS' Executive Committee possesses and may exercise any and all
of the powers of TSYS' Board of Directors in the management and direction of the
business and affairs of TSYS with respect to which specific direction has not
been previously given by TSYS' Board of Directors. During 1999, TSYS' Executive
Committee held four meetings.

Audit Committee. The primary functions to be engaged in by TSYS' Audit
Committee include: (i) annually recommending to TSYS' Board the independent
certified public accountants to be engaged by TSYS for the next fiscal year;
(ii) reviewing the plan and results of the annual audit by TSYS' independent
auditors; (iii) reviewing and approving the range of management advisory
services provided by TSYS' independent auditors; (iv) reviewing TSYS' internal
audit function and the adequacy of the internal accounting control systems of
TSYS; (v) reviewing the results of regulatory examinations of TSYS; (vi)
periodically reviewing the financial statements of TSYS; and (vii) considering
such other matters with regard to the internal and independent audit of TSYS as,
in its discretion, it deems to be necessary or desirable, periodically reporting
to TSYS' Board as to the exercise of its duties and responsibilities and, where
appropriate, recommending matters in connection with the audit function with
respect to which TSYS' Board should consider taking action. During 1999, TSYS'
Audit Committee held four meetings.

Compensation Committee. The primary functions to be engaged in by TSYS'
Compensation Committee include: (i) evaluating the remuneration of senior
management and board members of TSYS and its subsidiaries and the compensation
and fringe benefit plans in which officers, employees and directors of TSYS are
eligible to participate; and (ii) recommending to TSYS' Board whether or not it
should modify, alter, amend, terminate or approve such remuneration,
compensation or fringe benefit plans. During 1999, TSYS' Compensation Committee
held three meetings.

DIRECTORS' COMPENSATION

COMPENSATION

TSYS' directors receive a $20,000 retainer, and fees of $1,200 for each
meeting of TSYS' Board of Directors and each Executive Committee meeting they
personally attend. Members of the Committees of TSYS' Board of Directors (other
than the Executive Committee) receive fees of $750, with the Chairmen of such
Committees receiving fees of $1,200, for each Committee meeting they personally
attend. In addition, directors of TSYS receive a $1,200 fee for each board
meeting from which their absence is excused and a $1,200 fee for one meeting
without regard to the reason for their absence.

DIRECTOR STOCK PURCHASE PLAN

TSYS' Director Stock Purchase Plan is a nontax-qualified, contributory
stock purchase plan pursuant to which qualifying TSYS directors can purchase,
with the assistance of contributions from TSYS, presently issued and outstanding
shares of TSYS common stock. Under the terms of the Director Stock Purchase
Plan, qualifying directors can elect to contribute up to $5,000 per calendar
quarter to make purchases of TSYS common stock, and TSYS contributes an
additional amount equal to 50% of the directors' cash contributions.
Participants in the Director Stock Purchase Plan are fully vested in, and may
request the issuance to them of, all shares of TSYS common stock purchased for
their benefit under the Plan.

EXECUTIVE OFFICERS

The following table sets forth the name, age and position with TSYS of each
executive officer of TSYS.
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
Name Age Position with TSYS
- --------------------------- --- ------------------------------------
<S> <C> <C>
James H. Blanchard 58 Chairman of the Executive Committee
Richard W. Ussery 52 Chairman of the Board
and Chief Executive Officer
Philip W. Tomlinson 53 President
William A. Pruett 46 Executive Vice President
James B. Lipham 51 Executive Vice President
and Chief Financial Officer
M. Troy Woods 48 Executive Vice President
Kenneth L. Tye 47 Executive Vice President
and Chief Information Officer
G. Sanders Griffith, III 46 General Counsel and Secretary
</TABLE>

Messrs. Blanchard, Ussery and Tomlinson are directors of TSYS. William A.
Pruett was elected as Executive Vice President of TSYS in February 1993. From
1976 until 1993, Mr. Pruett served in various capacities with CB&T and/or TSYS,
including Senior Vice President. James B. Lipham was elected as Executive Vice
President and Chief Financial Officer of TSYS in July 1995. From 1984 until
1995, Mr. Lipham served in various financial capacities with Synovus and/or
TSYS, including Senior Vice President and Treasurer. M. Troy Woods was elected
as Executive Vice President of TSYS in July 1995. From 1987 until 1995, Mr.
Woods served in various capacities with TSYS, including Senior Vice President.
G. Sanders Griffith, III has served as General Counsel of TSYS since 1988 and
was elected as Secretary of TSYS in June 1995. Mr. Griffith currently serves as
Senior Executive Vice President, General Counsel and Secretary of Synovus and
has held various positions with Synovus since 1988. Kenneth L. Tye was elected
as Executive Vice President and Chief Information Officer of TSYS in August
1999. From 1971 until 1999, Mr. Tye served in various capacities wth CB&T
and/or TSYS, including Senior Vice President.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth ownership of shares of TSYS common stock
by each director, by each executive officer named in the Summary Compensation
Table on page 17 and by all directors and executive officers as a group as of
December 31, 1999.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Shares of TSYS Shares of TSYS Percentage of
Common Stock Common Stock Total Outstanding
Beneficially Beneficially Shares Shares of
Owned with Owned with of TSYS TSYS Common
Sole Voting Shared Voting Common Stock Stock
and Investment and Investment Beneficially Beneficially
Power as of Power as of Owned as of Owned as of
Name 12/31/99 12/31/99 12/31/99<F1> 12/31/99
-------------------------- ------------------- -------------------- ---------------- -------------
<S> <C> <C> <C> <C>
James H. Blanchard 783,443 360,480 1,143,923 *
Richard Y. Bradley 21,652 5,000 26,652 *
G. Wayne Clough --- --- --- ---
Thomas G. Cousins 27,800 --- 27,800 *
Gardiner W. Garrard, Jr. 12,646 --- 12,646 *
Sidney E. Harris --- --- --- ---
John P. Illges, III 103,797 81,750 185,547 *
Mason H. Lampton 39,647 104,234<F2> 143,881 *
James B. Lipham 80,859 1,200 131,259 *
W. Walter Miller, Jr. 86,466 12,814 106,480 *
Samuel A. Nunn 1,997 750 40,247 *
H. Lynn Page 347,546 314,596<F3> 662,142 *
William A. Pruett 158,480 --- 200,480 *
Philip W. Tomlinson 595,733 59,796 739,529 *
William B. Turner 159,790 576,000 735,790 *
Richard W. Ussery 553,426 66,000 703,426 *
M. Troy Woods 65,755 2,806 119,561 *
James D. Yancey 785,295 24,208 809,503 *
Rebecca K. Yarbrough 276,550 528,570 805,120 *
Directors and Executive
Officers as a group
(21 persons) 4,225,810 2,138,204 6,727,914 3.5

* Less than one percent of the outstanding shares of TSYS common stock.
- --------
<FN>

<F1> The totals shown for the following directors and executive officers of TSYS
include the number of shares of TSYS common stock that each individual has
the right to acquire within 60 days through the exercise of stock options:

Person Number of Shares
------ ----------------
James B. Lipham 49,200
W. Walter Miller, Jr. 7,200
Samuel A. Nunn 37,500
William A. Pruett 42,000
Philip W. Tomlinson 84,000
Richard W. Ussery 84,000
M. Troy Woods 51,000

In addition, the other executive officers of TSYS have rights to acquire an
aggregate of 9,000 shares of TSYS common stock within 60 days through the
exercise of stock options.

<F2> Includes 28,800 shares of TSYS common stock held in a trust for which Mr.
Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership of
such shares.

<F3> Includes 48,742 shares of TSYS common stock held by a charitable foundation
of which Mr. Page is a trustee.
</FN>
</TABLE>

For a detailed discussion of the beneficial ownership of Synovus common
stock by TSYS' named executive officers and directors and by all directors and
executive officers of TSYS as a group, see "Synovus Common Stock
Ownership of Directors and Management" on page 25.

DIRECTORS' PROPOSAL TO APPROVE THE SYNOVUS FINANCIAL CORP. 2000
LONG-TERM INCENTIVE PLAN

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

TSYS' compensation program includes long-term performance awards under the
Synovus Financial Corp. 2000 Long-Term Incentive Plan (the "Synovus 2000 Plan").
The purpose of the Synovus 2000 Plan is to attract, retain, motivate and reward
employees who make a significant contribution to Synovus and its subsidiaries'
(including TSYS) long-term success, and to enable such employees to acquire and
maintain an equity interest in Synovus. Subject to approval by TSYS'
shareholders, compensation paid to TSYS' employees pursuant to the Synovus 2000
Plan is intended, to the extent reasonable, to qualify for tax deductibility
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, as may be amended from time to time
("Section 162(m)").

Eligibility and Participation. Any employee of Synovus or its subsidiaries
(including TSYS), excluding members of the Compensation Committee and any
director who is not also an employee of Synovus or its subsidiaries, is eligible
to be selected to participate in the Synovus 2000 Plan. Approximately 3,134
employees currently participate in the Synovus 2000 Plan. The Committee, as
described below, has discretion to select participants from among eligible
employees from year to year.

Shares Subject to the Plan. The aggregate number of shares of Synovus
common stock which may be granted to participants pursuant to awards granted
under the Synovus 2000 Plan may not exceed twenty million (20,000,000).

Awards Under the Synovus 2000 Plan. Pursuant to the Synovus 2000 Plan,
Synovus may grant long-term performance awards to participants in the form of
stock options, stock appreciation rights ("SARs"), restricted stock or
performance awards.

Stock Options. The Committee may grant options under the Synovus 2000 Plan
in the form of qualified incentive stock options, nonqualified stock options or
a combination thereof. Options may be granted either alone or in tandem with
other awards granted under the Synovus 2000 Plan. Subject to the limits
described herein, the Committee shall have discretion in determining the number
of shares subject to options granted to each participant.

The option price of nonqualified stock options may be equal to, or more or
less than, one hundred percent (100%) of the fair market value of a share of
Synovus common stock on the date the option is granted. The option price of
qualified incentive stock options shall be at least equal to one hundred percent
(100%) of the fair market value of a share of Synovus common stock on the date
the option is granted. Options shall expire at such times as the Committee
determines at the time of grant; provided, however, that no option shall be
exercisable later than the tenth anniversary of its grant.

Options granted under the Synovus 2000 Plan shall be exercisable at such
times and subject to such restrictions and conditions as the Committee shall
approve; provided that no option may be exercisable prior to six months
following its grant. The option exercise price shall be payable in cash, by
check or by such other instrument as deemed acceptable by the Committee.
Payment of the exercise price and any withholding tax due at exercise may also
be made through any program approved by the Committee (including a broker-dealer
cashless exercise program).

Options may only be transferred under the laws of descent and distribution
and shall be exercisable only by the participant during his lifetime unless
otherwise specified by the Committee at or after grant. The participant's rights
in the event of termination of employment shall be specified by the Committee at
or after grant.

Subject to the terms of the Synovus 2000 Plan, the Committee may grant
option price adjustment rights in conjunction with all or part of any option
granted under the Synovus 2000 Plan, either at or after the time of grant of the
option. Such adjustment rights are exercisable only at the same time and to the
same extent as the corresponding option and shall terminate upon the
termination or exercise of such option. Upon exercise, the participant shall be
entitled to have applied as a credit against the exercise price of the related
option an amount equal to the total number of shares subject to the adjustment
right (or a portion thereof as designated by the participant) multiplied by a
fixed percentage of the fair market value of a share of Synovus common stock on
a date designated by the Committee.

Stock Appreciation Rights. SARs granted under the Synovus 2000 Plan may be
granted alone or in conjunction with all or part of any option granted under the
Synovus 2000 Plan. Subject to the terms of the Synovus 2000 Plan, the Committee
shall have discretion to determine the terms and conditions of any SAR granted
under the Synovus 2000 Plan. With respect to an SAR granted in conjunction with
an option, the grant price shall be equal to the option price of the related
option, and such SAR shall terminate upon the termination or exercise of the
related option. No SAR granted under the Synovus 2000 Plan may be exercisable
prior to six months following its grant, except in the case of death (other than
by suicide) or disability of the participant. The term of any SAR shall be
determined by the Committee, provided that such term may not exceed ten years.

SARs granted alone may be exercised upon the terms and conditions as are
imposed by the Committee. An SAR granted in conjunction with an option may be
exercised only with respect to the shares of common stock of Synovus for which
the related option is exercisable. SARs granted in connection with an incentive
stock option shall expire no later than the expiration of such incentive stock
option; the value of the payout for such SARs may be no more than one hundred
percent (100%) of the difference between the incentive stock option option price
and the fair market value of the shares subject to such incentive stock option
at exercise and may be exercised only when the fair market value of the shares
subject to the incentive stock option exceeds the incentive stock option option
price.

Upon exercise, a participant will receive the difference between the fair
market value of a share of common stock on the date of exercise and the grant
price multiplied by the number of shares with respect to which the SAR is
exercised. Payment due upon exercise may be in cash, in shares having a fair
market value of the SAR being exercised, or in a combination of cash and shares,
as determined by the Committee. The Committee may impose such restrictions on
the exercise of SARs as may be required to satisfy the requirements of Section
16 of the Securities Exchange Act. SARs may only be transferred under the laws
of descent and distribution and shall be exercisable only by the participant
during his lifetime.

Restricted Stock. Restricted stock may be granted in such amounts and
subject to such terms and conditions as determined by the Committee. The
Committee shall impose such conditions and/or restrictions on any shares of
restricted stock as it deems advisable, including, but not limited to, a
graduated vesting schedule and/or conditioning the grant of restricted stock on
the attainment of performance goals. Each participant who is awarded restricted
stock shall be issued a stock certificate in respect of such restricted stock,
which shall be held in escrow by an escrow agent designated by the Committee, as
provided under the Synovus 2000 Plan.

During the six month period following the date of grant of restricted
stock, or such longer period as may be determined by the Committee, restricted
stock may not be sold, transferred, pledged or assigned. Except as limited by
the Synovus 2000 Plan, the Committee may provide for the lapse of such
restrictions or may accelerate or waive such restrictions based on performance
or such other factors as determined by the Committee.

Participants holding restricted stock shall have all of the rights of
stockholders of Synovus, including the right to dividends, unless the Committee
determines otherwise at the time of grant. Dividends or distributions credited
during the restriction period and paid in shares shall be subject to the same
restrictions as the shares of restricted stock with respect to which they were
paid. All rights with respect to restricted stock shall be available only during
a participant's lifetime, and each restricted stock award agreement shall
specify whether the participant has a right to receive unvested restricted
shares in the event of termination of employment.

Performance Awards. Shares of stock and/or a payment in cash may be awarded
under the Synovus 2000 Plan in the amounts and subject to the terms and
conditions as determined by the Committee. The Committee may set performance
objectives which, depending on the extent to which they are met, will determine
the value of performance awards that will be paid out to participants.
Participants shall receive payment of performance awards earned, in cash and/or
shares of common stock, if the specified performance objectives have been
obtained. The Committee may also establish a minimum level of performance below
which no performance award may be payable.

In the event a participant's employment is terminated by reason of death
(other than by suicide), disability or retirement during a performance period,
the participant shall receive a prorated payout of the performance award at the
time and in the amount determined by the Committee. In the event employment is
terminated for any other reason, the participant's rights to any performance
award shall be forfeited. performance awards may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. A participant's rights under the
Synovus 2000 Plan shall be exercisable only by the participant during his
lifetime.

Objective Performance Measures. Performance objectives applicable to awards
granted under the Synovus 2000 Plan, as determined by the Committee, shall be
chosen from among the following alternatives, unless and until the Committee
proposes a change in such measures for shareholder vote or applicable tax and/or
securities laws change to permit Committee discretion to alter such performance
measures without obtaining shareholder approval: (i) total shareholder return;
(ii) return on equity; (iii) earnings per share growth; and (iv) return on
assets.

Maximum Amount Payable to Any Participant. The maximum number of shares
which may be awarded in any calendar year to any one participant is two million
(2,000,000). The maximum cash amount which may be awarded in any calendar year
to any participant is $1 million.

Adjustments in Connection With Certain Events. the Synovus 2000 Plan
provides that the Committee shall make a substitution or adjustment in the
number of shares reserved for issuance under the Synovus 2000 Plan in the number
and option price of shares subject to outstanding options and in the number of
shares subject to SARs, restricted stock or performance awards, as it deems
appropriate and equitable in connection with a change in corporate structure
affecting Synovus' stock.

Duration of the Synovus 2000 Plan. the Synovus 2000 Plan shall remain in
effect from the date it is adopted by Synovus' Board until the date terminated
by the Committee or Synovus' Board of Directors; provided, however, that no
award shall be granted on or after the tenth anniversary of the Synovus 2000
Plan's effective date; provided further, however, that no future awards will be
granted to TSYS' "covered employees," as defined below, unless shareholder
approval of the Synovus 2000 Plan is obtained.

Administration. The Synovus 2000 Plan will be administered by a committee
of the Board of Directors of Synovus (the "Committee") which will be comprised
of no fewer than two members who must be "outside directors" within the meaning
of Section 162(m). At least two of the Committee's members must be directors of
both Synovus and TSYS. Initially, the administering committee shall be the
Compensation Committee of Synovus' Board.

The Committee shall have authority to: (i) determine individuals to whom
awards will be granted; (ii) determine the terms and conditions upon which
awards shall be granted, including any restriction based on performance or other
factors; (iii) determine whether and to what extent awards shall be deferred;
and (iv) make all other determinations, perform all other acts, exercise all
other powers, and establish any other procedures it deems necessary, appropriate
or advisable in administering the Synovus 2000 Plan and maintaining compliance
with applicable law. In accordance with its responsibility to evaluate the
remuneration of TSYS' senior management, TSYS' Compensation Committee reviews
and approves all awards made to TSYS' employees.

Amendment of the Synovus 2000 Plan. Synovus' Board of Directors may amend,
alter or discontinue the Synovus 2000 Plan at any time except that no such
amendment, suspension or discontinuation of the Synovus 2000 Plan may affect an
existing award under the Synovus 2000 Plan without the affected participant's
consent. In addition, no amendment, alteration or discontinuation shall be made,
without the approval of shareholders, which would: (i) increase the total number
of shares reserved under the Synovus 2000 Plan; (ii) decrease the option price
of any option to less than one hundred percent (100%) of the fair market value
of a share on the date of grant; (iii) change the participants or class of
participants eligible to participate in the Synovus 2000 Plan; or (iv)
materially increase the benefits accruing to participants. The Synovus 2000
Plan, which was originally named the Synovus Financial Corp. 1996 Long-Term
Incentive Plan, was adopted by Synovus' Board of Directors in 1996. On February
1, 2000, Synovus' Board of Directors amended the Synovus 1996 Plan to add
additional authorized shares and to rename it the Synovus 2000 Plan.

Change in Control. In the event of a change in control of Synovus, as
defined in the Synovus 2000 Plan, the vesting of any outstanding awards granted
under the Synovus 2000 Plan shall be accelerated and all such awards shall be
fully exercisable.

Federal Income Tax Consequences of the Synovus 2000 Plan. The income tax
consequences under current federal tax law to participants and to Synovus and
its subsidiaries of incentive compensation awarded under the Synovus 2000 Plan
is generally as described below. Local and state tax authorities, however, may
also tax incentive compensation awarded under the Synovus 2000 Plan.

Consequences to Participants. Generally, for federal income tax purposes, a
participant will realize ordinary income and will incur tax liability upon
receipt of the payment of an award under the Synovus 2000 Plan in an amount
equal to such payment, if in cash, or the fair market value of any unrestricted
shares of stock received. The tax consequences to participants of the individual
types of awards which may be granted under the Synovus 2000 Plan are described
below.

Qualified Incentive Stock Options. With respect to options which qualify as
incentive stock options, a participant will not recognize ordinary income
for federal income tax purposes at the time options are granted or
exercised. If the participant disposes of shares acquired by exercise of an
incentive stock option before the expiration of two years from the date the
options are granted, or within one year after the issuance of shares upon
exercise of the incentive stock option, the participant will recognize in
the year of disposition: (a) ordinary income, to the extent that the lesser
of either (1) the fair market value of the shares on the date of option
exercise or (2) the amount realized on disposition exceeds the option
price; and (b) capital gain (or loss), to the extent that the amount
realized on disposition differs from the fair market value of the shares on
the date of option exercise. If the shares are sold after expiration of
these holding periods, the participant will realize capital gain or loss
(assuming the shares are held as capital assets) equal to the difference
between the amount realized on disposition and the option price.

Nonqualified Stock Options. With respect to options which do not qualify as
incentive stock options, the participant will recognize no income upon
grant of the option and, upon exercise, will recognize ordinary income to
the extent of the difference between the amount paid by the participant for
the shares and the fair market value of the shares on the date of option
exercise. Upon a subsequent disposition of the shares received under the
option, the participant will recognize capital gain or loss, as the case
may be, to the extent of the difference between the fair market value of
the shares at the time of exercise and the amount realized on the
disposition (assuming the shares are held as capital assets).

Stock Appreciation Rights. Ordinary income will be recognized by a
participant upon the exercise of an SAR, in an amount equal to the cash
received or the fair market value of the shares received on the exercise
date.

Restricted Stock. Participants holding restricted stock will recognize
ordinary income in the year in which the restrictions lapse, in the amount
of the fair market value of the shares as of the date of lapse of the
restrictions, unless the participant elects to include the fair market
value of the shares as of the date of grant in ordinary income at that
time.

Performance Awards. Ordinary income will be recognized by a participant in
the year in which it is received in an amount equal to the amount of the
performance award on the date of receipt.

Consequences to Synovus and Its Subsidiaries. In general, Synovus and its
subsidiaries will receive an income tax deduction at the same time and in the
same amount as the amount which is taxable to the employee as compensation,
except as provided below. To the extent a participant realizes capital gains, as
described above, Synovus and its subsidiaries will not be entitled to any
deduction for federal income tax purposes.

Under Section 162(m), compensation paid by a public company in excess of $1
million for any taxable year to "covered employees" generally is not deductible
by the company or its affiliates for federal income tax purposes unless it is
related to the performance of the company, is paid pursuant to a plan approved
by shareholders of the company and meets certain other requirements.

Generally, "covered employees" is defined under Section 162(m) as any
individual who is the chief executive officer or is among the four other highest
paid executive officers named in the summary compensation table in the company's
proxy statement, other than the chief executive officer, as of the last day of
the taxable year. It is anticipated that future awards will qualify as
performance based for purposes of Section 162(m), except for options subject to
adjustment rights and restricted stock not subject to preestablished performance
goals. Synovus does not presently anticipate making any such awards. However,
Synovus and TSYS reserve the ability to make awards which do not qualify for
full deductibility under Section 162(m) if the Committee determines that the
benefits of so doing outweigh full deductibility.

DIRECTORS' PROPOSAL TO APPROVE THE TOTAL SYSTEM SERVICES, INC. 2000
LONG-TERM INCENTIVE PLAN

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

TSYS' compensation program includes long-term performance awards under the
Total System Services, Inc. 2000 Long-Term Incentive Plan (the "TSYS 2000
Plan"). The purpose of the TSYS Plan is to attract, retain, motivate and reward
employees who make a significant contribution to TSYS' long-term success and to
enable such employees to acquire and maintain an equity interest in TSYS.
Subject to approval by TSYS' shareholders, compensation paid to TSYS' employees
pursuant to the TSYS 2000 Plan is intended, to the extent reasonable, to qualify
for tax deductibility under Section 162(m) of the Internal Revenue Code of 1986.

Eligibility and Participation. Any employee of TSYS or its subsidiaries,
excluding members of the Compensation Committee and any director who is not also
an employee of TSYS or its subsidiaries, is eligible to be selected to
participate in the TSYS 2000 Plan. Approximately 110 employees currently
participate in the TSYS 2000 Plan. The Committee, as described below, has
discretion to select participants from among eligible employees from year to
year.

Shares Subject to the Plan. The aggregate number of shares of TSYS common
stock which may be granted to participants pursuant to awards granted under the
TSYS Plan may not exceed two million four hundred thousand (2,400,000).

Awards Under the TSYS 2000 Plan. Pursuant to the TSYS 2000 Plan, TSYS may
grant long-term perform ance awards to participants in the form of stock
options, stock appreciation rights ("SARs"), restricted stock or performance
awards.

Stock Options. The Committee may grant options under the TSYS 2000 Plan in
the form of qualified incentive stock options, nonqualified stock options or a
combination thereof. Options may be granted either alone or in tandem with other
awards granted under the TSYS 2000 Plan. Subject to the limits described herein,
the Committee shall have discretion in determining the number of shares subject
to options granted to each participant.

The option price of nonqualified stock options may be equal to, or more or
less than, one hundred percent (100%) of the fair market value of a share of
TSYS common stock on the date the option is granted. The option price of
qualified incentive stock options shall be at least equal to one hundred percent
(100%) of the fair market value of a share of TSYS common stock on the date the
option is granted. Options shall expire at such times as the Committee
determines at the time of grant; provided, however, that no option shall be
exercisable later than the tenth anniversary of its grant.

Options granted under the TSYS 2000 Plan shall be exercisable at such times
and subject to such restrictions and conditions as the Committee shall approve;
provided that no option may be exercisable prior to six months following its
grant. The option exercise price shall be payable in cash, by check, or by such
other instrument as deemed acceptable by the Committee. Payment of the exercise
price and any withholding tax due at exercise may also be made through any
program approved by the Committee (including a broker-dealer cashless exercise
program).

Subject to the terms of the TSYS 2000 Plan, the Committee may grant option
price adjustment rights in conjunction with all or part of any option granted
under the TSYS 2000 Plan, either at or after the time of grant of the option.
Such adjustment rights are exercisable only at the same time and to the same
extent as the corresponding option, and shall terminate upon the termination or
exercise of such option. Upon exercise, the participant shall be entitled to
have applied as a credit against the exercise price of the related option an
amount equal to the total number of shares subject to the adjustment right (or a
portion thereof as designated by the participant), multiplied by a fixed
percentage of the fair market value of a share of TSYS common stock on a date
designated by the Committee.

Stock Appreciation Rights. SARs granted under the TSYS 2000 Plan may be
granted alone or in conjunction with all or part of any option granted under the
TSYS 2000 Plan. Subject to the terms of the TSYS 2000 Plan, the Committee shall
have discretion to determine the terms and conditions of any SAR granted under
the TSYS 2000 Plan. With respect to an SAR granted in conjunction with an
option, the grant price shall be equal to the option price of the related
option, and such SAR shall terminate upon the termination or exercise of the
related option. No SAR granted under the TSYS 2000 Plan may be exercisable prior
to six months following its grant, except in the case of death (other than by
suicide) or disability of the participant. The term of any SAR shall be
determined by the Committee, provided that such term may not exceed ten years.

SARs granted alone may be exercised upon the terms and conditions as are
imposed by the Committee. An SAR granted in conjunction with an option may be
exercised only with respect to the shares of common stock of TSYS for which the
related option is exercisable. SARs granted in connection with an incentive
stock option shall expire no later than the expiration of such incentive stock
option, the value of the payout for such SARs may be no more than one hundred
percent (100%) of the difference between the incentive stock option option price
and the fair market value of the shares subject to such incentive stock option
at exercise and may be exercised only when the fair market value of the shares
subject to the incentive stock option exceeds the incentive stock option option
price.

Upon exercise, a participant will receive the difference between the fair
market value of a share of common stock on the date of exercise and the grant
price multiplied by the number of shares with respect to which the SAR is
exercised. Payment due upon exercise may be in cash, in shares having a fair
market value of the SAR being exercised or in a combination of cash and shares,
as determined by the Committee. The Committee may impose such restrictions on
the exercise of SARs as may be required to satisfy the requirements of Section
16 of the Securities Exchange Act. SARs may only be transferred under the laws
of descent and distribution and shall be exercisable only by the participant
during his lifetime.

During the six month period following the date of grant of restricted
stock, or such longer period as may be determined by the Committee, restricted
stock may not be sold, transferred, pledged or assigned. Except as limited by
the TSYS 2000 Plan, the Committee may provide for the lapse of such restrictions
or may accelerate or waive such restrictions based on performance or such other
factors as determined by the Committee.

Participants holding restricted stock shall have all of the rights of
stockholders of TSYS, including the right to dividends, unless the Committee
determines otherwise at the time of grant. Dividends or distributions credited
during the restriction period and paid in shares shall be subject to the same
restrictions as the shares of restricted stock with respect to which they were
paid. All rights with respect to restricted stock shall be available only during
a participant's lifetime, and each restricted stock award agreement shall
specify whether the participant has a right to receive unvested restricted
shares in the event of termination of employment.

Performance Awards. Shares of stock and/or a payment in cash may be awarded
under the TSYS 2000 Plan in the amounts and subject to the terms and conditions
as determined by the Committee. The Committee may set performance objectives
which, depending on the extent to which they are met, will determine the value
of performance awards that will be paid out to participants. Participants shall
receive payment of performance awards earned, in cash and/or shares of common
stock, if the specified performance objectives have been obtained. The Committee
may also establish a minimum level of performance below which no performance
award may be payable.

In the event a participant's employment is terminated by reason of death
(other than by suicide), disability or retirement during a performance period,
the participant shall receive a prorated payout of the performance award at the
time and in the amount determined by the Committee. In the event employment is
terminated for any other reason, the participant's rights to any performance
award shall be forfeited. performance awards may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. A participant's rights under the TSYS
2000 Plan shall be exercisable only by the participant during his lifetime.

Objective Performance Measures. Performance objectives applicable to awards
granted under the TSYS 2000 Plan, as determined by the Committee, shall be
chosen from among the following alternatives, unless and until the Committee
proposes a change in such measures for shareholder vote or applicable tax and/or
securities laws change to permit Committee discretion to alter such performance
measures without obtaining shareholder approval: (i) total shareholder return;
(ii) return on equity; (iii) earnings per share growth; and (iv) return on
assets.

Maximum Amount Payable to Any Participant. The maximum number of shares
which may be awarded in any calendar year to any one participant is five hundred
thousand (500,000). The maximum cash amount which may be awarded in any calendar
year to any participant is $1 million.

Adjustments in Connection With Certain Events. the TSYS 2000 Plan provides
that the Committee shall make a substitution or adjustment in the number of
shares reserved for issuance under the TSYS 2000 Plan in the number and option
price of shares subject to outstanding options and in the number of shares
subject to SARs, restricted stock, or performance awards, as it deems
appropriate and equitable in connection with a change in corporate structure
affecting TSYS' stock.

Duration of the TSYS 2000 Plan. The TSYS 2000 Plan shall remain in effect
from the date it is adopted by TSYS' Board until the date terminated by the
Committee or TSYS' Board of Directors; provided, however, that no award shall be
granted on or after the tenth anniversary of the TSYS 2000 Plan's effective
date; provided further, however, that no future awards will be granted to TSYS'
"covered employees," as defined below, unless shareholder approval of the TSYS
2000 Plan is obtained.

Administration. The TSYS 2000 Plan will be administered by a committee of
the Board of Directors of TSYS (the "Committee") which will be comprised of no
fewer than two members who must be "outside directors" within the meaning of
Section 162(m). Initially, the administering committee shall be the Compensation
Committee of TSYS' Board.

The Committee shall have authority to: (i) determine individuals to whom
awards will be granted; (ii) determine the terms and conditions upon which
awards shall be granted, including any restriction based on performance or other
factors; (iii) determine whether and to what extent awards shall be deferred;
and (iv) make all other determinations, perform all other acts, exercise all
other powers, and establish any other procedures it deems necessary, appropriate
or advisable in administering the TSYS 2000 Plan and maintaining compliance with
applicable law.

Amendment of the TSYS 2000 Plan. TSYS' Board of Directors may amend, alter
or discontinue the TSYS 2000 Plan at any time except that no such amendment,
suspension or discontinuation of the TSYS 2000 Plan may affect an existing award
under the TSYS 2000 Plan without the affected participant's consent. In
addition, no amendment, alteration or discontinuation shall be made, without the
approval of shareholders, which would: (i) increase the total number of shares
reserved under the TSYS 2000 Plan; (ii) decrease the option price of any option
to less than one hundred percent (100%) of the fair market value of a share on
the date of grant; (iii) change the participants or class of participants
eligible to participate in the TSYS 2000 Plan; or (iv) materially increase the
benefits accruing to participants.

Change in Control. In the event of a change in control of TSYS, as defined
in the TSYS 2000 Plan, the vesting of any outstanding awards granted under the
TSYS 2000 Plan shall be accelerated and all such awards shall be fully
exercisable.

Federal Income Tax Consequences of the TSYS 2000 Plan. The income tax
consequences under current federal tax law to participants and to TSYS and its
subsidiaries of incentive compensation awarded under the TSYS 2000 Plan is
generally as described below. Local and state tax authorities, however, may also
tax incentive compensation awarded under the TSYS 2000 Plan.

Consequences to Participants. Generally, for federal income tax purposes, a
participant will realize ordinary income and will incur tax liability upon
receipt of the payment of an award under the TSYS 2000 Plan in an amount equal
to such payment, if in cash, or the fair market value of any unrestricted shares
of stock received. The tax consequences to participants of the individual types
of awards which may be granted under the TSYS 2000 Plan are described below.

Performance Awards. Ordinary income will be recognized by a participant in
the year in which it is received in an amount equal to the amount of the
performance award on the date of receipt.

Consequences to TSYS and Its Subsidiaries. In general, TSYS and its
subsidiaries will receive an income tax deduction at the same time and in the
same amount as the amount which is taxable to the employee as compensation,
except as provided below. To the extent a participant realizes capital gains, as
described above, TSYS and its subsidiaries will not be entitled to any deduction
for federal income tax purposes.

Generally, "covered employees" is defined under Section 162(m) as any
individual who is the chief executive officer or is among the four other highest
paid executive officers named in the summary compensation table in the company's
proxy statement, other than the chief executive officer, as of the last day of
the taxable year. It is anticipated that awards will qualify as performance
based for purposes of Section 162(m), except for options subject to adjustment
rights and restricted stock not subject to preestablished performance goals.
TSYS does not presently anticipate making any such awards. However, TSYS
reserves the ability to make awards which do not qualify for full deductibility
under Section 162(m) if the Committee determines that the benefits of so doing
outweigh full deductibility.

NEW PLAN BENEFITS

The second column in the following table shows all grants of options of
Synovus common stock to TSYS employees and officers under the Synovus 2000 Plan
for fiscal year 1999. Although it is not anticipated that there will be any
future grants of options under the TSYS 2000 Plan, the third column in the
following table shows the last grant of options of TSYS common stock, which was
made on November 3, 1997.
<TABLE>
<CAPTION>

Number of Shares Subject
to Options Granted

Name and Synovus 2000 TSYS 2000
Principal Position Plan<F1> Plan<F2>
--------------------------------------------------------------------
<S> <C> <C>
Richard W. Ussery
Chairman of the Board
and Chief Executive
Officer 90,170 420,000

Philip W. Tomlinson
President 64,937 420,000

William A. Pruett
Executive Vice
President 24,189 210,000

M. Troy Woods
Executive Vice
President 24,189 210,000

James B. Lipham
Executive Vice President
and Chief Financial
Officer 20,198 210,000

Executive Group 453,909 1,470,000
Nonexecutive Director
and Nominee Group<F3> -0- -0-
Nonexecutive Officer
Employee Group 712,650 -0-

<FN>

<F1>Every eligible employee, including each person named above, received 150
options with an exercise price equal to the fair market value of Synovus common
stock on July 20, 1999, which was $19.19 per share. These options, entitled
"Shared Interest," become exercisable upon the earlier of (a) July 20, 2002 or
(b) the date the fair market value of Synovus common stock reaches $38.75
(double the exercise price, as adjusted) and expire on July 19, 2007. The
remaining options listed in this column have an exercise price equal to the fair
market value of Synovus common stock on February 9, 1999, which was $22.88 per
share. These options become exercisable on February 9, 2001 and expire on
February 8, 2009. The actual value an optionee may realize will depend on the
excess of the fair market value of the stock less the exercise price on the date
the option is exercised. The per share fair market value of Synovus stock as of
February 16, 2000 was $17.50.

<F2>It is not anticipated that there will be any additional grants
of options under the TSYS 2000 Plan. The shares in this column reflect the last
grant of options of TSYS common stock, which was made on November 3, 1997.

<F3>There are no non-executive directors or nominee directors (or their
associates) who received such options nor any other person who is to receive 5%
of such options.
</FN>
</TABLE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the cash and noncash compensation for each
of the last three fiscal years for the chief executive officer of TSYS and for
the other four most highly compensated executive officers of TSYS.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation Awards
-------------------------------------------------------- ------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name and Compen- Award(s) Options/ Compen-
Principal Position<F1> Year Salary<F2> Bonus<F3> sation<F4> <F5> SARs sation<F6>
- ----------------------- ------ -------------- ----------- ------------ -------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard W. Ussery 1999 $464,000 $292,500 -0- -0- 90,170 $138,894
Chairman of the Board 1998 444,200 276,250 -0- -0- 106,422 116,712
and Chief Executive 1997 414,225 257,806 -0- -0- 540,491 141,895
Officer

Philip W. Tomlinson 1999 404,000 234,000 -0- -0- 64,937 116,561
President 1998 383,400 219,000 -0- -0- 75,750 97,145
1997 354,550 202,650 -0- -0- 505,715 115,674

William A. Pruett 1999 240,500 145,300 -0- -0- 24,189 72,110
Executive Vice 1998 224,750 134,850 -0- -0- 27,950 60,931
President 1997 210,150 131,090 -0- -0- 241,518 73,417

M. Troy Woods 1999 240,500 145,300 -0- -0- 24,189 67,381
Executive Vice 1998 220,000 110,000 -0- -0- 26,718 55,190
President 1997 194,375 102,187 -0- -0- 240,123 60,975

James B. Lipham 1999 202,500 122,500 -0- -0- 20,098 56,504
Executive Vice President 1998 182,500 91,250 -0- -0- 22,182 46,034
and Chief Financial 1997 162,500 86,250 -0- -0- 234,980 51,716

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

<F1> Mr. Blanchard received no cash compensation from TSYS during 1999, other
than director fees.

<F2> Amount consists of base salary and director fees for Messrs. Ussery
and Tomlinson.

<F3> Bonus amount for 1999 includes a special recognition award of $1,000 for
Messrs. Pruett, Woods and Lipham.

<F4> Perquisites and other personal benefits are excluded because the aggregate
amount does not exceed the lesser of $50,000 or 10% of annual salary and
bonus for the named executives.

<F5> Amount consists of market value of award on date of grant. As of December
31, 1999, Messrs. Ussery, Tomlinson, Pruett, Woods and Lipham held 19,006,
13,542, 5,104, 3,154 and 2,661 restricted shares, respectively, with a
value of $377,744, $267,359, $101,447, $62,686 and $52,887, respectively.

<F6> The 1999 amount consists of contributions or other allocations to defined
contribution plans of $30,448 for each executive; allocations pursuant to
defined contribution excess benefit agreements of $107,757, $85,445,
$41,171, $36,442 and $25,643 for each of Messrs. Ussery, Tomlinson, Pruett,
Woods and Lipham, respectively; premiums paid for group term life insurance
coverage of $542, $510, $491, $491 and $413 for each of Messrs. Ussery,
Tomlinson, Pruett, Woods and Lipham, respectively; and the economic benefit
of life insurance coverage related to split-dollar life insurance policies
of $147 and $158 for Messrs. Ussery and Tomlinson, respectively.
</FN>
</TABLE>

STOCK OPTION EXERCISES AND GRANTS

The following tables provide certain information regarding stock options
granted and exercised in the last fiscal year and the number and value of
unexercised options at the end of the fiscal year.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
---------------------------------------------------------
% of Total Potential
Options/ Realized Value at
SARs Exercise Assumed Annual Rates of
Options/ Granted to or Stock Price Appreciation
SARs Employees Base For Option Term<F1>
Granted in Fiscal Price Expiration --------------------------
Name (#) Year ($/Share) Date 5%($) 10%($)
- ------------------- ----------- ------------- -------- -------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard W. Ussery 90,020<F2> 9.52% $22.88 02/08/09 $983,469 $2,354,473
150<F3> .016 19.19 07/19/07 1,374 3,291

Philip W. Tomlinson 64,787<F2> 6.85 22.88 02/08/09 707,798 1,694,504
150<F3> .016 19.19 07/19/07 1,374 3,291

William A. Pruett 24,039<F2> 2.54 22.88 02/08/09 262,626 628,740
150<F3> .016 19.19 07/19/07 1,374 3,291

M. Troy Woods 24,039<F2> 2.54 22.88 02/08/09 262,626 628,740
150<F3> .016 19.19 07/19/07 1,374 3,291

James B. Lipham 19,948<F2> 2.11 22.88 02/08/09 217,932 521,740
150<F3> .016 19.19 07/19/07 1,374 3,291

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

<F1> The dollar gains under these columns result from calculations using the
identified growth rates and are not intended to forecast future price
appreciation of Synovus common stock.

<F2> Options to purchase Synovus common stock granted on February 9, 1999 at
fair market value. Options become exercisable on February 9, 2001 and are
transferable to family members.

<F3> Options to purchase Synovus common stock granted on July 20, 1999 at fair
market value. Options become exercisable upon the earlier of: (a) July 20,
2002; or (b) the date the per share fair market value of Synovus common
stock equals or exceeds $38.38.
</FN>
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Value Options/SARs at FY-End (#) Options/SARs at FY-End ($)<F1>
Acquired on Realized -------------------------- -----------------------------
Name Exercise (#) ($)<F1> Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- ------------ ----------- -------------------------- -----------------------------
<S> <C> <C> <C> <C>
Richard W. Ussery 13,000 $213,061 340,551 / 196,592<F2> $1,805,548/ $ 103
-0- -0- 84,000 / 336,000<F3> 263,970/ 1,055,880

Philip W. Tomlinson -0- -0- 217,638 / 140,687<F2> 1,660,597/ 103
-0- -0- 84,000 / 336,000<F3> 263,970/ 1,055,880

William A. Pruett 6,500 93,124 88,265 / 52,139<F2> 727,403/ 103
-0- -0- 42,000 / 168,000<F3> 131,985/ 527,940

M. Troy Woods 12,150 214,241 53,778 / 50,907<F2> 287,925/ 103
-0- -0- 51,000 / 168,000<F3> 260,798/ 527,940

James B. Lipham -0- -0- 57,083 / 42,280<F2> 401,788/ 103
-0- -0- 49,200 / 168,000<F3> 235,035/ 527,940

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

<F1> Market value of underlying securities at exercise or year-end, minus the
exercise or base price.

<F2> Options pertain to shares of Synovus common stock.

<F3> Options pertain to shares of TSYS common stock.
</FN>
</TABLE>

CHANGE IN CONTROL ARRANGEMENTS

Long-Term Incentive Plans. Under the terms of the TSYS 2000 Long-Term
Incentive Plan and Synovus' 1992, 1994 and 2000 Long-Term Incentive Plans,
all awards become automatically vested in the event of a change of control.
Awards under the Plans may include stock options, restricted stock, stock
appreciation and performance awards. Messrs. Ussery, Tomlinson, Pruett, Lipham
and Woods each have restricted stock and stock options under the Synovus/TSYS
Long-Term Incentive Plans.

Change of Control Agreements. TSYS has entered into Change of Control
Agreements with Messrs. Ussery, Tomlinson, Pruett, Lipham and Woods, and certain
other officers. In the event of a Change of Control, as defined below, an
executive would receive the following:

* For Messrs. Ussery and Tomlinson, three times their current base
salary and bonus (bonus is defined as the average bonus over the past
three years measured as a percentage multiplied by the executive's
current base salary). Messrs. Pruett, Lipham and Woods would receive
two times their base salary and bonus, as defined above.

* Three years of medical, life, disability and other welfare benefits
(two years for Messrs. Pruett, Lipham and Woods).

* A pro rata bonus through the date of termination for the separation
year.

* A cash amount in lieu of a long-term incentive award for the year of
separation equal to 1.5 times the normal market grant, if the
executive received a long-term incentive award in the year of
separation, or 2.5 times the market grant if not.

In order to receive these benefits, an executive must be actually or
constructively terminated within one year following a Change of Control or the
executive may voluntarily or involuntarily terminate employment during the
thirteenth month following a Change of Control.

With respect to Synovus, a Change of Control under these agreements is
defined as (1) the acquisition of 20% or more of the "beneficial ownership" of
Synovus' outstanding voting stock, with certain exceptions for Turner family
members, (2) the persons serving as directors of Synovus as of January 1, 1996,
and their replacements or additions, ceasing to comprise at least two-thirds of
the Board members, (3) a merger, consolidation, reorganization or sale of
Synovus' assets unless the prior owners of Synovus own more than two-thirds of
the new company, no person owns more than 20% of the new company, and two-thirds
of the company's new Board members are prior Board members of Synovus, or (4) a
triggering event occurs as defined in the Synovus Rights Agreement. With respect
to TSYS, a Change of Control is generally defined the same as a Change of
Control of Synovus, except that (1) a spin-off of TSYS stock to Synovus
shareholders, and (2) any transaction in which Synovus continues to own more
than 50% of the outstanding stock of TSYS are specifically excluded from the
Change of Control definition. In the event an executive is impacted by the
Internal Revenue Service excise tax that applies to certain Change of Control
arrangements, the executive would receive additional payments so that he or she
would be in the same position as if the excise tax did not apply. The Change of
Control Agreements do not provide for any retirement benefits or perquisites.

STOCK PERFORMANCE GRAPH

The following graph compares the yearly percentage change in cumulative
shareholder return on TSYS common stock with the cumulative total return of the
Standard & Poor's 500 Index and the Standard & Poor's Computer Software &
Services Index for the last five fiscal years (assuming a $100 investment on
December 31, 1994 and reinvestment of all dividends).

[Omitted Stock Performance Graph is represented by the following table.]

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
TSYS, S&P 500 AND S&P COMPUTER SOFTWARE & SERVICES INDEX

1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- -----
TSYS $100 $179 $316 $291 $416 $ 289

S&P 500 $100 $138 $169 $226 $290 $ 351

S&P CS&S $100 $141 $218 $304 $551 $1,020

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee ("Committee") of TSYS is responsible for
evaluating the compensation of senior management of TSYS and its subsidiaries
and TSYS Board members, as well as the compensation and other benefit plans in
which officers, employees and directors of TSYS and its subsidiaries
participate. The Committee has designed its compensation program to attract and
retain highly motivated and well-trained executives in order to create superior
shareholder value for TSYS shareholders.

Elements of Executive Compensation. The four elements of executive
compensation at TSYS are:

* Base Salary
* Annual Bonus
* Long-Term Incentives
* Other Benefits

The Committee believes that a substantial portion (though not a majority)
of an executive's compensation should be at risk based upon performance, both in
the short-term (through the annual bonus and the Synovus/TSYS Profit Sharing
Plan and the Synovus/TSYS 401(k) Savings Plan) and long-term (through long-term
incentives such as stock options and restricted stock awards). The remainder of
each executive's compensation is primarily based upon the competitive practices
of companies similar in size to TSYS ("similar companies"), with certain
adjustments as described below. The companies used for comparison under this
approach are not the same companies included in the peer group index appearing
in the Stock Performance Graph above. Each element of executive compensation is
discussed in detail below.

Base Salary. Base salary is an executive's annual rate of pay without
regard to any other elements of compensation. The Committee believes the base
salary of TSYS executives should reflect the outstanding stock performance of
TSYS over the past 10 years, which resulted in significant value for TSYS
shareholders. The Committee had difficulty, however, in obtaining appropriate
market data for determining the compensation of TSYS executives. Positions for
which market data could be obtained were targeted at the median level after the
Committee added a premium to size-based market data to reflect pay at companies
with similar strong stock performance. Positions for which market data could not
be obtained were determined based upon internal equity considerations. Based
solely upon these comparisons, the Committee increased Mr. Ussery's base salary
in 1999. The Committee also increased the base salaries of TSYS' other executive
officers in 1999 based solely upon these comparisons and internal equity
considerations, as described above.

Annual Bonus. The Committee may award annual bonuses to TSYS executives
under two different plans, the Synovus Executive Bonus Plan (which was approved
by TSYS shareholders) and the Synovus Incentive Bonus Plan. The Committee
selects the participants in each Plan from year to year. For 1999, Messrs.
Ussery, Tomlinson, Pruett, Woods and Lipham were selected to participate in the
Incentive Bonus Plan. Under the terms of the Plans, bonus amounts are paid as a
percentage of base pay based on the achievement of performance goals that are
established each year by the Committee. The performance goals may be chosen by
the Committee from among the following measurements:

* Number of cardholder, merchant and/or other customer accounts
processed and/or converted by TSYS;

* Successful negotiation or renewal of contracts with new and/or
existing customers by TSYS;

* Productivity and expense control;

* Stock price;

* Return on capital compared to cost of capital;

* Net income;

* Operating income;

* Earnings per share and/or earnings per share growth;

* Return on equity;

* Return on assets;

* Non-performing assets and/or loans as a percentage of total assets
and/or loans;

* Non-interest expense as a percentage of total expense;

* Loan charge-offs as a percentage of loans; and

* Asset growth.

The Committee established a payout matrix based on attainment of net income
goals during 1999 for Mr. Ussery and TSYS' other executive officers. The maximum
percentage payouts under the Plans for 1999 were 65% for Mr. Ussery and 60% for
Messrs. Tomlinson, Pruett, Woods and Lipham. TSYS' financial performance and
each executive's individual performance can reduce the bonus awards determined
by the attainment of the goals, although this was not the case for any of TSYS'
executive officers. Because the maximum net income target for 1999 under the
Plans was exceeded and the overall financial results of TSYS were favorable, Mr.
Ussery and TSYS' other executive officers were awarded the maximum bonus amount
for which each executive was eligible under the Plans' payout matrix.

Long-Term Incentives. The Committee has awarded both stock options and
restricted stock awards to executives. Because of the relatively low number of
publicly traded shares of TSYS, the Committee has awarded Synovus stock options
and restricted stock awards to TSYS executives, linking their interests to those
of Synovus and TSYS shareholders. Restricted stock awards are designed to focus
executives on the long-term performance of Synovus and TSYS. Stock options
provide executives with the opportunity to buy and maintain an equity interest
in Synovus and TSYS and to share in their capital appreciation. The Committee
has established a payout matrix for long-term grants that uses total shareholder
return measured by Synovus' performance (stock price increases plus dividends)
and how Synovus' total shareholder return compares to the return of a peer group
of companies. For the long- term incentive awards made in 1999, total
shareholder return and peer comparisons were measured during the 1996 to 1998
performance period. Under the payout matrix, the Committee awarded Messrs.
Ussery, Tomlinson, Pruett, Woods and Lipham stock options of 90,170, 64,937,
24,189, 24,189 and 20,198, respectively.

Benefits. Executives receive other benefits that serve a different purpose
than the elements of compensation discussed above. In general, these benefits
either provide retirement income or protection against catastrophic events such
as illness, disability and death. Executives generally receive the same benefits
offered to the employee population, with the only exceptions designed to promote
tax efficiency or to replace other benefits lost due to regulatory limits. The
Synovus/TSYS Profit Sharing Plan and the Synovus/TSYS 401(k) Savings Plan,
including an excess benefit plan which replaces benefits lost due to regulatory
limits (collectively the "Plan"), is the largest component of TSYS' benefits
package for executives. The Plan is directly related to the performance of TSYS
because the contributions to the Plan, up to a maximum of 14% of an executive's
compensation, depends upon TSYS' profitability. For 1999, Mr. Ussery and TSYS'
other executive officers received a Plan contribution of 12.05% of their
compensation, based upon the Plan's profitability formula. The remaining
benefits provided to executives are primarily based upon the competitive
practices of similar companies.

The Internal Revenue Code limits the deductibility for federal income tax
purposes of annual compensation paid by a publicly held corporation to its chief
executive officer and four other highest paid executives for amounts in excess
of $1 million, unless certain conditions are met. Because the Committee seeks to
maximize shareholder value, the Committee has taken steps to ensure that any
compensation paid to its executives in excess of $1 million is deductible. For
1999, Mr. Ussery would have been affected by this provision, but for the steps
taken by the Committee. The Committee reserves the ability to make awards which
do not qualify for full deductibility under the Internal Revenue Code, however,
if the Committee determines that the benefits of doing so outweigh full
deductibility.

The Committee believes that its executive compensation program serves the
best interests of the shareholders of TSYS. As described above, a substantial
portion of the compensation of TSYS' executives is directly related to TSYS'
performance. The Committee believes that the performance of TSYS to date
validates its compensation philosophy.

Mason H. Lampton
John P. Illges, III

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mason H. Lampton and John P. Illges, III served as members of TSYS'
Compensation Committee during 1999. No member of the Committee is a current or
former officer or employee of TSYS or its subsidiaries.

TRANSACTIONS WITH MANAGEMENT

During 1999, TSYS leased various properties in Columbus, Georgia from W.C.
Bradley Co. for office space and storage. The rent paid for the space in 1999,
which is approximately 71,915 square feet, was approximately $227,418. The lease
agreements were made on substantially the same terms as those prevailing at the
time for comparable leases for similar facilities with an unrelated third party
in Columbus, Georgia.

TSYS has entered into an agreement with CB&T with respect to the use of
aircraft owned or leased by CB&T and W.C.B. Air L.L.C. CB&T and W.C.B. Air are
parties to a Joint Ownership Agreement pursuant to which they jointly own or
lease aircraft. W.C. Bradley Co. owns all of the limited liability company
interests of W.C.B. Air. CB&T and W.C.B. Air have each agreed to pay fixed fees
for each hour they fly the aircraft owned and/or leased pursuant to the Joint
Ownership Agreeement. TSYS paid CB&T $881,970 for its use of the aircraft
during 1999, which was used by CB&T to satisfy its commitments under the Joint
Ownership Agreement. The charges payable by TSYS to CB&T in connection with its
use of this aircraft approximate charges available to unrelated third
parties in the State of Georgia for use of comparable aircraft for commercial
purposes. William B. Turner, a director of TSYS and Chairman of the Executive
Committee of CB&T and Synovus, is an advisory director and shareholder of W.C.
Bradley Co. James H. Blanchard, Chairman of the Executive Committee of TSYS,
Chairman of the Board of Synovus and a director of CB&T, is a director of W.C.
Bradley Co. W. Walter Miller, Jr., a director of W.C. Bradley Co., is Senior
Vice President and a director of TSYS. Elizabeth C. Ogie, the niece of William
B. Turner and the sister-in-law of W. Walter Miller, Jr., is a director of W.C
Bradley Co. and a director of CB&T and Synovus. Stephen T. Butler, the nephew of
William B. Turner and an officer and director of W.C. Bradley Co., is a director
of CB&T. W.B. Turner, Jr. and John T. Turner, the sons of William B. Turner, are
officers and directors of W.C. Bradley Co. and are also directors of CB&T.

TSYS is the lessee under an operating lease agreement pertaining to its new
corporate Campus. Under the operating lease agreement, the lessor purchased the
land, paid for construction and development costs and leased the property to
TSYS. During 1999, the lessor paid Cousins Properties Incorporated $662,923 for
managing the development of the Campus. Thomas G. Cousins, a director of TSYS,
is an officer, director and shareholder of Cousins Properties Incorporated.

King & Spalding, a law firm located in Atlanta, Georgia, performed legal
services on behalf of TSYS during 1999. Samuel A. Nunn, a director of TSYS,
is a Senior Partner of King & Spalding. Bradley & Hatcher, a law firm located
in Columbus, Georgia, performed legal services on behalf of TSYS during
1999. Richard Y. Bradley, a director of TSYS, CB&T and Synovus, is a partner of
Bradley & Hatcher.

For a description of certain transactions between TSYS and its affiliated
companies, upon whose Boards of Directors certain of TSYS' directors also serve,
see "Bankcard Data Processing Services Provided to CB&T and Certain of Synovus'
Subsidiaries; Other Agreements Between TSYS, Synovus, CB&T and Certain of
Synovus' Subsidiaries" on page 26.

RELATIONSHIPS BETWEEN TSYS, SYNOVUS, CB&T AND CERTAIN OF SYNOVUS'
SUBSIDIARIES

BENEFICIAL OWNERSHIP OF TSYS COMMON STOCK BY CB&T

The following table sets forth the number of shares of TSYS common stock
beneficially owned by CB&T, the only known beneficial owner of more than 5% of
the issued and outstanding shares of TSYS common stock, as of December 31, 1999.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Percentage of
Shares of Outstanding Shares of
TSYS Common Stock TSYS Common Stock
Name and Address of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/99 as of 12/31/99
- ------------------------ ------------------------ -----------------------------
<S> <C> <C>
Columbus Bank
and Trust Company 157,455,980(1)(2) 80.8%
1148 Broadway
Columbus, Georgia 31901

- ------------
<FN>
<F1> CB&T individually owns these shares.

<F2> As of December 31, 1999, Synovus Trust Company, a wholly owned trust
company subsidiary of CB&T, held in various fiduciary capacities a total of
1,639,923 shares (.84%) of TSYS common stock. Of this total, Synovus Trust
Company held 1,306,403 shares as to which it possessed sole voting power,
1,263,558 shares as to which it possessed sole investment power, 285,569
shares as to which it possessed shared voting power and 292,719 shares as
to which it possessed shared investment power. In addition, as of December
31, 1999, Synovus Trust Company held in various agency capacities an
additional 2,087,506 shares of TSYS common stock as to which it possessed
no voting or investment power. Synovus and its subsidiaries disclaim
beneficial ownership of all shares of TSYS common stock which are held by
Synovus Trust Company in various fiduciary and agency capacities.
</FN>
</TABLE>

CB&T, by virtue of its individual ownership of 157,455,980 shares, or
80.8%, of the outstanding shares of TSYS common stock on December 31, 1999 is
able to, and intends to, elect a majority of TSYS' Board of Directors. CB&T
presently controls TSYS.

INTERLOCKING DIRECTORATES OF TSYS, SYNOVUS AND CB&T

Seven of the sixteen members of and nominees to serve on TSYS' Board of
Directors also serve as members of the Boards of Directors of Synovus and CB&T.
They are James H. Blanchard, Richard Y. Bradley, Gardiner W. Garrard, Jr., John
P. Illges, III, H. Lynn Page, William B. Turner and James D. Yancey. Mason H.
Lampton serves as an Advisory Director of CB&T and as a director of Synovus.

SYNOVUS COMMON STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth the number of shares of Synovus common
stock beneficially owned by TSYS' directors, by each executive officer named in
the Summary Compensation Table on page 17 and by all directors and executive
officers as a group as of December 31, 1999.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Shares of Shares of Shares of
Synovus Synovus Synovus Percentage
Common Stock Common Stock Common Stock of
Beneficially Beneficially Beneficially Total Outstanding
Owned with Owned with Owned with Shares of Shares of
Sole Voting Shared Sole Voting Synovus Synovus
and Voting and but no Common Stock Common Stock
Investment Investment Investment Beneficially Beneficially
Power as of Power as of Power as of Owned as of Owned as of
Name 12/31/99 12/31/99 12/31/99 12/31/99<F1> 12/31/99
- -------------------- -------------- ------------ --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
James H. Blanchard 1,588,506 --- 233,678 2,909,288 1.0
Richard Y. Bradley 20,794 129,895 --- 150,689 *
G. Wayne Clough --- --- --- --- ---
Thomas G. Cousins --- --- --- --- ---
Gardiner W. Garrard, Jr. 204,147 1,274,125 --- 1,478,272 *
Sidney E. Harris --- --- --- --- ---
John P. Illges, III 289,875 510,376<F2> --- 800,251 *
Mason H. Lampton 79,367 290,951<F3> --- 370,318 *
James B. Lipham 4,746 --- 2,660 86,521 *
W. Walter Miller, Jr. 30,345 63,379 --- 126,215 *
Samuel A. Nunn --- --- --- --- ---
H. Lynn Page 815,886 12,047 --- 827,933 *
William A. Pruett 5,979 --- 5,103 127,147 *
Philip W. Tomlinson 41,845 --- 13,451 348,534 *
William B. Turner 72,634 30,356,517<F4> --- 30,429,151 10.8
Richard W. Ussery 92,890 4,293 19,006 563,012 *
M. Troy Woods 3,681 --- --- 84,027 *
James D. Yancey 1,015,873 61,677 22,561 1,733,330 *
Rebecca K. Yarbrough 45,522 20,795 --- 66,317 *
Directors and Executive
Officers as a group
(21 persons) 4,405,016 32,724,055 367,633 40,601,281 14.2

* Less than one percent of the outstanding shares of Synovus common stock.

- -------------------
<FN>
<F1> The totals shown for the following directors and executive officers of TSYS
include the number of shares of Synovus common stock that each individual
has the right to acquire within 60 days through the exercise of stock
options:

Person Number of Shares
------ ----------------
James H. Blanchard 1,087,104
James B. Lipham 79,115
W. Walter Miller, Jr. 32,491
William A. Pruett 116,065
Philip W. Tomlinson 239,238
Richard W. Ussery 446,823
M. Troy Woods 80,346
James D. Yancey 633,219

In addition, the other executive officers of TSYS have rights to acquire an
aggregate of 336,176 shares of Synovus common stock within 60 days through
the exercise of stock options.

<F2> Includes 62,667 shares of Synovus common stock held by a charitable
foundation of which Mr. Illges is a trustee.

<F3> Includes 264,687 shares of Synovus common stock held in a trust for which
Mr. Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership
of such shares.

<F4> Includes 2,620,493 shares of Synovus common stock held by a charitable
foundation of which Mr. Turner is a trustee, and 27,716,207 shares of
Synovus common stock beneficially owned by TB&C Bancshares, Inc., of
which Mr. Turner is an officer, director and shareholder.

</FN>
</TABLE>

BANKCARD DATA PROCESSING SERVICES PROVIDED TO CB&T AND CERTAIN OF SYNOVUS'
SUBSIDIARIES; OTHER AGREEMENTS BETWEEN TSYS, SYNOVUS, CB&T AND CERTAIN OF
SYNOVUS' SUBSIDIARIES

During 1999, TSYS provided bankcard data processing services to CB&T and
certain of Synovus' other banking subsidiaries. The bankcard data processing
agreement between TSYS and CB&T can be terminated by CB&T upon 60 days prior
written notice to TSYS or terminated by TSYS upon 180 days prior written notice
to CB&T. During 1999, TSYS derived $8,049,915 in revenues from CB&T and certain
of Synovus' other banking subsidiaries for the performance of bankcard data
processing services and $221,844 in revenues from Synovus and its subsidiaries
for the performance of other data processing services. TSYS' charges to CB&T and
Synovus' other subsidiaries for bankcard and other data processing services are
comparable to, and are determined on the same basis as, charges by TSYS to
similarly situated unrelated third parties.

Synovus Service Corp., a wholly owned subsidiary of Synovus, provides
various services to Synovus' subsidiary companies, including TSYS. TSYS and
Synovus Service Corp. are parties to a Lease Agreement pursuant to which Synovus
Service Corp. leased from TSYS office space for lease payments aggregating
$51,594 during 1999. Synovus Service Corp. also paid TSYS $382,840 during 1999
for data processing services. The terms of these transactions are comparable to
those which could have been obtained in transactions with unaffiliated third
parties.

TSYS and Synovus and TSYS and Synovus Service Corp. are parties to
Management Agreements (having one year, automatically renewable, unless
terminated, terms), pursuant to which Synovus and Synovus Service Corp. provide
certain management services to TSYS. During 1999, these services included human
resource services, maintenance services, security services, communications
services, corporate education services, travel services, investor relations
services, corporate governance services, legal services, regulatory and
statutory compliance services, executive management services performed on behalf
of TSYS by certain of Synovus' officers and financial services. As compensation
for management services provided during 1999, TSYS paid Synovus and Synovus
Service Corp. management fees of $1,524,780 and $10,639,179, respectively.
Management fees are subject to future adjustments based upon charges at the time
by unrelated third parties for comparable services.

During 1999, Synovus Trust Company served as Trustee of various employee
benefit plans of TSYS. During 1999, TSYS paid Synovus Trust Company trustee's
fees under these plans of $317,081.

During 1999, Columbus Depot Equipment Company, a wholly owned subsidiary of
TSYS, and CB&T and nine of Synovus' other subsidiaries were parties to Lease
Agreements pursuant to which CB&T and nine of Synovus' other subsidiaries leased
from Columbus Depot Equipment Company computer related equipment for bankcard
and bank data processing services for lease payments aggregating $80,490. The
terms, conditions and rental rates provided for in these Agreements are
comparable to corresponding terms, conditions and rates provided for in leases
of similar equipment offered by unrelated third parties.

During 1999, Synovus Technologies, Inc., a wholly owned subsidiary of
Synovus, paid TSYS $143,405 for data links, network services and other
miscellaneous items related to the data processing services which Synovus
Technologies, Inc. provides to its customers, which amount was reimbursed to
Synovus Technologies, Inc. by its customers. During 1999, Synovus Technologies,
Inc. paid TSYS $24,900, primarily for computer processing services. During 1999,
TSYS paid Synovus Technologies $765,741 for lockbox services. The charges for
processing and other services are comparable to those between unrelated third
parties.

During 1999, TSYS and CB&T were parties to a Lease Agreement pursuant to
which TSYS leased office space from CB&T for lease payments of $36,308. The
terms, conditions and rental rates provided for in this Lease Agreement are
comparable to corresponding terms, conditions and rates provided for in leases
of similar facilities offered by unrelated third parties in the Columbus,
Georgia area. In addition, TSYS paid CB&T $345,893 during 1999 for marketing
rights. These charges are comparable to those between unrelated third parties.

During 1999, Synovus, CB&T and other Synovus subsidiaries paid to Columbus
Productions, Inc. and TSYS Total Solutions, Inc., wholly owned subsidiaries of
TSYS, an aggregate of $5,403,294 for printing, correspondence and facilities
management services. The charges for these services are comparable to those
between unrelated third parties.

During 1999, TSYS and its subsidiaries were paid $1,865,621 of interest by
CB&T in connection with deposit accounts with, and commercial paper purchased
from, CB&T. The interest rates paid are comparable to those provided for between
unrelated third parties.

The Board of Directors of TSYS has resolved that transactions with
officers, directors, key employees and their affiliates shall be approved by a
majority of its independent and disinterested directors, if otherwise permitted
by applicable law, and will be on terms no less favorable than could be obtained
from unrelated third parties.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires TSYS'
officers and directors, and persons who own more than ten percent of TSYS common
stock, to file reports of ownership and changes in ownership on Forms 3,4 and 5
with the Securities and Exchange Commission and the New York Stock Exchange.
Officers, directors and greater than ten percent shareholders are required by
Securities and Exchange Commission regulations to furnish TSYS with copies of
all Section 16(a) forms they file.

To TSYS' knowledge, based solely on its review of the copies of such forms
received by it, and written representations from certain reporting persons that
no Forms 5 were required for those persons, TSYS believes that during the fiscal
year ended December 31, 1999, all Section 16(a) filing requirements applicable
to its officers, directors and greater than ten percent beneficial owners were
complied with, except that Mr. Lampton reported one transaction late on a Form
4, Mr. Woods reported two transactions late on an amended Form 4 and Mr. Page
reported one transaction late on a Form 4.

INDEPENDENT AUDITORS

On March 1, 2000, TSYS' Board of Directors appointed KPMG LLP as the
independent auditors to audit the financial statements of TSYS and its
subsidiaries for the fiscal year ending December 31, 2000. The Board of
Directors knows of no direct or material indirect financial interest by KPMG in
TSYS or of any connection between KPMG and TSYS in the capacity of promoter,
underwriter, voting trustee, director, officer, shareholder or employee.

Representatives of KPMG will be present at TSYS' 2000 Annual Meeting with
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.

GENERAL INFORMATION

FINANCIAL INFORMATION

Detailed financial information for TSYS and its subsidiaries for its 1999
fiscal year is included in TSYS' 1999 Annual Report that is being mailed to
TSYS' shareholders together with this Proxy Statement.

SHAREHOLDER PROPOSALS FOR THE 2001 PROXY STATEMENT

Any shareholder satisfying the Securities and Exchange Commission
requirements and wishing to submit a proposal to be included in the Proxy
Statement for the 2001 Annual Meeting of Shareholders should submit the proposal
in writing to the Secretary, Total System Services, Inc., 901 Front Avenue,
Suite 301, Columbus, Georgia 31901. TSYS must receive a proposal by November 10,
2000 in order to consider it for inclusion in the Proxy Statement for the 2001
Annual Meeting of Shareholders.

DIRECTOR NOMINEES OR OTHER BUSINESS FOR PRESENTATION AT THE ANNUAL MEETING

Shareholders who wish to present director nominations or other business at
the Annual Meeting are required to notify the Secretary of their intent at least
45 days but not more than 90 days before March 10, 2001 and the notice must
provide information as required in the bylaws. A copy of these bylaw
requirements will be provided upon request in writing to the Secretary, Total
System Services, Inc., 901 Front Avenue, Suite 301, Columbus, Georgia 31901.
This requirement does not apply to the deadline for submitting shareholder
proposals for inclusion in the Proxy Statement (see "Shareholder Proposals for
the 2001 Proxy Statement" above), nor does it apply to questions a shareholder
may wish to ask at the meeting.

SOLICITATION OF PROXIES

TSYS will pay the cost of soliciting proxies. Proxies may be solicited on
behalf of TSYS by directors, officers or employees by mail, in person or by
telephone, facsimile or other electronic means. TSYS will reimburse brokerage
firms, nominees, custodians and fiduciaries for their out-of-pocket expenses
for forwarding proxy materials to beneficial owners.

The above Notice of Annual Meeting and Proxy Statement are sent by order of
the TSYS Board of Directors.

/s/Richard W. Ussery
Richard W. Ussery
Chairman of the Board
Total System Services, Inc.

March 10, 2000

APPENDIX A

PROXY PROXY
TOTAL SYSTEM SERVICES, INC.
POST OFFICE BOX 2506, COLUMBUS, GEORGIA 31902-2506
ANNUAL MEETING OF SHAREHOLDERS OF TSYS TO BE HELD APRIL 13, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TSYS

The undersigned shareholder of Total System Services, Inc. hereby appoints
James B. Lipham and Dorenda K. Weaver, or any of them acting singly in the
absence of the other, proxies with full power of substitution, to vote all
shares of Common Stock of TSYS of the undersigned or with respect to which the
undersigned is entitled to vote at the ANNUAL MEETING OF THE SHAREHOLDERS OF
TSYS to be held on the 13th day of April, 2000, and at any adjournments or
postponements thereof, with all the powers the undersigned would possess if
personally present.

The Board of Directors is not aware of any matters likely to be presented for
action at the Annual Meeting of Shareholders of TSYS, other than the matters
listed herein. However, if any other matters are properly brought before the
Annual Meeting, the persons named in this Proxy or their substitutes will vote
upon such other matters in accordance with their best judgement. This Proxy is
revocable at any time prior to its use.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH
ANY INSTRUCTIONS INDICATED HEREIN. IF NO INDICATION IS MADE, IT WILL BE VOTED
IN FAVOR OF THE PROPOSALS LISTED HEREIN.

IF YOU DO NOT VOTE BY PHONE OR OVER THE INTERNET, PLEASE VOTE, DATE AND SIGN ON
THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please mark, date and sign exactly as your name appears on the proxy card.
When shares are held jointly, both holders should sign. When signing as
attorney, executor, administrator, trustee, custodian, or guardian, please
give your full title. If the holder is a corporation or partnership, the full
corporate or partnership name should be signed by a duly authorized officer.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

______________________________________ __________________________________

THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE FOR THE
PROPOSALS LISTED BELOW.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
For All With- For all
- ----------------------------------------- Nominees hold Except
TOTAL SYSTEM SERVICES, INC. 1. Proposal [ ] [ ] [ ]
- ----------------------------------------- to elect as
Mark box at right [ ] directors:
if an address change or comment has been
noted on the reverse side of this card.

CONTROL NUMBER:
RECORD DATE SHARES: (01) James H. Blanchard, (02) Richard
Y. Bradley, (03) Gardiner W. Garrard,
Jr., (04) John P. Illges, III and
(05) W. Walter Miller, Jr. to serve
until the Annual Meeting of
Shareholders in 2003; (06) G. Wayne
Clough to serve until the Annual
Meeting of Shareholders in 2002; and
(07) Thomas G. Cousins,(08) Sidney E.
Harris and (09) Rebecca K. Yarbrough
to serve until the Annual Meeting of
Shareholders in 2001.

Note: If you do not wish your
shares voted "For" a particular
nominee, mark the "For All Except"
box and strike a line through the
name(s) of the nominee(s). Your
shares will be voted for the
remaining nominee(s).

2. Proposal to approve the Synovus
Financial Corp. 2000 Long-Term
Incentive Plan.

For Against Abstain
[ ] [ ] [ ]

3. Proposal to approve the Total
System Services, Inc. 2000
Long-Term Incentive Plan.

For Against Abstain
[ ] [ ] [ ]

The undersigned hereby acknowledges
receipt of NOTICE of the ANNUAL
MEETING and the PROXY STATEMENT
and hereby revokes all Proxies
previously given by the undersigned
for the ANNUAL MEETING.

Please be sure to
sign and date this Proxy.[Date: ]
Shareholder sign here[ ]
Co-owner sign here[ ]

DETACH CARD DETACH CARD

VOTE BY TELEPHONE VOTE BY INTERNET
It's fast, convenient, and immediate! It's fast, convenient, and your vote
Call Toll-Free on a Touch-Tone Phone is immediately confirmed and posted.

Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement and Proxy Card. Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). For http://www.eproxyvote.com/tss
shareholders residing outside the
United States call collect on a touch 3. Enter your Control Number located
tone phone 1-201-536-8073. on your Proxy Card.
There is NO CHARGE for this call.

3. Enter your Control Number located 4. Follow the instructions provided.
on your Proxy Card.

4. Follow the recorded instructions.

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to
http://www.eproxyvote.com/tss anytime!

DO NO RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.

APPENDIX B

SYNOVUS FINANCIAL CORP.
2000 EMPLOYEE LONG-TERM INCENTIVE PLAN

SECTION 1. General Purpose of Plan

The name of this plan is the Synovus Financial Corp. 2000 Employee Long-Term
Incentive Plan (the "Plan"), formerly the 1996 Employee Long-Term Incentive
Plan. The purpose of the Plan is to enable Synovus Financial Corp. (the
"Corporation") and its Subsidiaries to attract, retain, motivate, and reward
employees who make a significant contribution to the Corporation's long-term
success, and to enable such employees to acquire and maintain an equity interest
in Synovus Financial Corp.

SECTION 2. Definitions

For purposes of the Plan, the following terms shall be defined as set forth
below:

a. "Award" means any award of Stock Options, Option Price Adjustment
Rights, Stock Appreciation Rights, Restricted Stock, or Performance
Awards, whether in cash or stock or a combination thereof,
authorized by the Committee under this Plan.

b. "Board" means the Board of Directors of the Corporation or the
Executive Committee of the Board of Directors of the Corporation.

c. "Cause" means a felony conviction of a Participant or the failure of
a Participant to contest prosecution for a felony, or a
Participant's willful misconduct, dishonesty, embezzlement, fraud,
deceit or civil rights violations, any of which acts cause the
Corporation or any Subsidiary liability or loss, as determined by
the Board.

d. "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

e. "Committee" means the Compensation Committee, or any other committee
of the Board appointed for the purpose of administering the Plan,
which committee shall consist exclusively of two or more
Disinterested Persons, at least two of whom are directors of both
the Corporation and of Total System. In the context of Awards made
to employees of Total System, the term "Committee" shall mean only
those members of the Committee who are directors of both the
Corporation and of Total System.

f. "Commission" means the Securities and Exchange Commission.

g. "Corporation" means Synovus Financial Corp.

h. "Disability" means total and permanent physical or mental disability
or incapacity of an employee to fulfill at any time or from time to
time his normal duties as an employee, as certified in writing by
two competent physicians, one of which shall be selected by the
Committee and the other of which shall be selected by the employee
or his duly appointed guardian or legal or personal representative.
In addition, for purposes of determining Disability as it applies to
any Incentive Stock Option, the term "Disability" shall be
interpreted consistently with Code Sections 421-424.

i. "Disinterested Person" is a person who meets both (i) the definition
of "disinterested person" as set forth in Rule 16b-3 as promulgated
by the Commission under the Exchange Act, or any successor
definition adopted by the Commission, and (ii) the definition of
"outside director" as set forth in Code Section 162(m), as amended
from time to time.

j. "Early Retirement" means retirement from active employment with the
Corporation or any Subsidiary pursuant to the early retirement
provisions of the applicable Corporation or Subsidiary pension plan.

k. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor thereto.

l. "Fair Market Value" means, as of any given date, the closing price
of the Stock on such date (or if no transactions were reported on
such date on the next preceding date on which transactions were so
reported) in the principal market in which such Stock is traded on
such date as reported in The Wall Street Journal (or any other
publication designated by the Committee) except that, with respect
to grants of Restricted Stock, "Fair Market Value" for Restricted
Stock on the date of grant shall be determined as of the time and
date of the Restricted Stock grant by the Compensation Committee.

m. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

n. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

o. "Normal Retirement" means retirement from active employment with the
Corporation or any Subsidiary on or after the normal retirement date
specified in the applicable Corporation or Subsidiary pension plan.

p. "Option Price Adjustment Right" means a right granted under Section
6 in tandem with a Stock Option which entitles the recipient to have
applied as a credit against the exercise price of the related Stock
Option an amount equal to: (i) the total number of shares of stock
subject to the Option Price Adjustment Right (or the portion or
portions thereof which the recipient from time to time elects to use
for this purpose), multiplied by (ii) a fixed percentage of the Fair
Market Value of a share of Stock on a date to be designated by the
Committee.

q. "Participant" means any employee of the Corporation and its
Subsidiaries designated by the Committee to receive an Award
under the Plan.

r. "Performance Award" means an award of shares of Stock or cash to a
Participant pursuant to Section 9 contingent upon achieving certain
performance goals.

s. "Plan" means this Synovus Financial Corp. 2000 Employee Long-Term
Incentive Plan.

t. "Restricted Stock" means an award of shares of Stock that are
subject to restrictions under Section 8.

u. "Retirement" means Normal or Early Retirement under the applicable
Corporation or Subsidiary pension plan.

v. "Stock" means the common stock of the Corporation or any successor
corporation.

w. "Stock Appreciation Right" means a right granted under Section 7,
which entitles the holder to receive a cash payment or an award of
Stock or, if applicable, as a credit against the purchase price of a
related Stock Option, in an amount equal to the difference between
(i) the Fair Market Value of the Stock covered by such right at the
date the right is granted and (ii) the Fair Market Value of the
Stock covered by such right at the date the right is exercised,
unless otherwise determined by the Committee pursuant to Section 7,
multiplied by the number of shares covered by the right.

x. "Stock Option" means any option to purchase shares of Stock granted
to employees pursuant to Section 6.

y. "Subsidiary" means any corporation (other than Synovus Financial
Corp.) in an unbroken chain of corporations beginning with the
Corporation if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of
the other corporations in the chain.

z. "Total System" means Total System Services, Inc., a Subsidiary of
the Corporation of which approximately 19% of the stock is publicly
held.

SECTION 3. Administration

The Plan shall be administered by the Committee which shall at all times consist
of not less than two Disinterested Persons, at least two of whom are directors
of both the Corporation and of Total System. Whenever under this Plan, any act
or decision is to be made with respect to Awards made to employees of Total
System, including without limitation the selection of Total System employees
for the grant of Awards and the establishment, administration and certification
of attainment of relevant performance goals, if any, such act or decision shall
be made by, and the term "Committee" in that context shall mean, only those
members of the Committee who are directors of both the Corporation and of Total
Systems.

The Committee shall have the power and authority to grant to eligible employees,
pursuant to the terms of the Plan: (i) Stock Options; (ii) Option Price
Adjustment Rights; (iii) Stock Appreciation Rights; (iv) Restricted Stock; or
(v) Performance Awards.

In particular, the Committee shall have the authority:

(i) to select the employees of the Corporation and its Subsidiaries to
whom Stock Options, Option Price Adjustment Rights, Stock Appreciation
Rights, Restricted Stock, or Performance Awards or a combination of
the foregoing from time to time will be granted hereunder; (ii) to
grant Incentive Stock Options, Non-Qualified Stock Options, Option
Price Adjustment Rights, Stock Appreciation Rights, Restricted Stock,
or Performance Awards, or a combination of the foregoing, hereunder;
(iii) to determine the number of shares of Stock to be covered by each
such Award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award granted hereunder including, but not limited
to, any restriction on any Award and/or the shares of Stock relating
thereto based on performance and/or such other factors as the
Committee may determine, in its sole discretion, and any vesting
acceleration features based on performance and/or such other factors
as the Committee may determine, in its sole discretion;

(v) to determine whether, to what extent and under what circumstances
Stock and other amounts payable with respect to an Award under this
Plan shall be deferred either automatically or at the election of a
Participant, including providing for and determining the amount (if
any) of deemed earnings on any deferred amount during any deferral
period.

Subject to Section 10, the Committee shall have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the Plan.

All decisions made by the Committee pursuant to the provisions of the Plan shall
be final and binding on all persons, including the Corporation and all Plan
Participants. It is not anticipated that the Plan will be presented for
shareholder approval.

SECTION 4. Stock Subject to Plan

The total number of shares of Stock reserved and available for distribution
under the Plan shall be 20,000,000. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares.

If any shares of Stock that have been subject to option cease to be subject to
option without having been exercised, or if any shares subject to any Restricted
Stock, Option Price Adjustment Rights, Stock Appreciation Rights, or Performance
Awards granted hereunder are forfeited or such Awards are otherwise terminated
without having been exercised, such shares shall again be available for
distribution in connection with future Awards under the Plan in each case to the
full extent available pursuant to the rules and interpretations of the
Securities and Exchange Commission under Section 16 of the Exchange Act. In the
event that prior to the Award's cancellation, termination, expiration, or lapse,
the holder of the Award at any time received one or more "benefits of ownership"
pursuant to such Award (as defined by the Securities and Exchange Commission,
pursuant to any rule or interpretation promulgated under Section 16 of the
Exchange Act), the Stock subject to such Award shall not be available for
regrant under the Plan.

In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number of
shares subject to Stock Appreciation Rights, Option Price Adjustment Rights,
Restricted Stock or Performance Awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, in order
to preserve each Participant's rights substantially proportionate to the
Participant's rights existing prior to such event, provided that the number of
shares subject to any Award shall always be a whole number. Such adjusted option
price shall also be used to determine the amount payable by the Corporation upon
the exercise of any Stock Appreciation Rights or Option Price Adjustment Rights
associated with any Stock Option the price of which is adjusted.

Notwithstanding any provision in the Plan to the contrary, the maximum number of
shares of Stock with respect to one or more Awards that may be granted to any
one Participant in any calendar year shall be 2,000,000.

SECTION 5. Eligibility

Any employee of the Corporation or any of its Subsidiaries (but excluding
members of the Committee and any person who is a director of the Corporation or
any Subsidiary, but not an employee of the Corporation or any Subsidiary) is
eligible to be granted Stock Options, Option Price Adjustment Rights, Stock
Appreciation Rights, Restricted Stock or Performance Awards. The Participants
under the Plan shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of shares covered by each Award or grant.

SECTION 6. Stock Options

Stock Options may be granted either alone or in addition to other Awards granted
under the Plan. Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve, and the provisions of Stock Option
Awards need not be the same with respect to each optionee.

The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options (subject to the provisions of Section 15 of the Plan) and (ii)
Non-Qualified Stock Options.

The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Option Price Adjustment Rights or Stock Appreciation
Rights). To the extent that any Stock Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Stock Option.

Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code.

Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of
grant. The option price per share of Stock may be equal to or more or
less than the Fair Market Value of the Stock on the date of grant,
except that the option price for any Incentive Stock Option shall be
not less than 100% of the Fair Market Value of the Stock on the date
of the grant of the Stock Option (determined without regard to any
Option Price Adjustment Rights or Stock Appreciation Rights). If the
option is an Incentive Stock Option and if the employee to whom the
Incentive Stock Option is granted owns directly or indirectly more
than 10% of the total combined voting power of all classes of Stock
immediately before the grant of the option, then the option price per
share of Stock must be at least 110% of the Fair Market Value of the
Stock on the date of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten
years after the date such Stock Option is granted. If the option is an
Incentive Stock Option and if the employee to whom the Incentive Stock
Option is granted owns directly or indirectly more than 10% of the
total combined voting power of all classes of Stock immediately before
the grant of the option, then the term of the option may not exceed
five years.

(c) Exercisability. Subject to paragraph (j) of this Section 6 with
respect to Incentive Stock Options, Stock Options shall be exercisable
at such time or times and subject to such terms and conditions as
shall be determined by the Committee at grant, provided, however, that
except as provided in paragraphs (f) and (g) of Section 6, unless a
longer vesting period is otherwise determined by the Committee at
grant, no Stock Option shall be exercisable for a period of six months
after the date of the grant of the option. If the Committee provides,
in its discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise
provision at any time in whole or in part based on performance and/or
such other factors as the Committee may determine in its sole
discretion.

(d) Method of Exercise. Stock Options may be exercised in whole or in part
at any time during the exercise period described in Section 6(c) by
giving written notice of exercise to the Corporation specifying the
number of shares to be purchased, accompanied by payment in full of
the purchase price, in cash, by check or such other instrument as may
be acceptable to the Committee. If approved and as determined by the
Committee, in its sole discretion, at or after grant, payment in full
or in part may also be made in the form of unrestricted Stock owned by
the optionee (based on the Fair Market Value of the Stock on the date
the option is exercised, as determined by the Committee). Payment of
the exercise price of a Stock Option and any withholding tax due at
exercise also may be made through any program or procedure (including
but not limited to a broker-dealer cashless exercise program) if
approved by the Committee. No shares of Stock resulting from the
exercise of a Stock Option shall be issued until full payment therefor
has been made. An optionee shall have the rights to dividends or other
rights of a stockholder with respect to shares subject to the option
when the optionee has given written notice of exercise and has paid in
full for such shares.

(e) Transferability of Options.

(1) Incentive Stock Options. No Incentive Stock Option shall be
transferable by the optionee, otherwise than by will or by the
laws of descent and distribution, or be subject to attachment,
execution or similar process. All Incentive Stock Options shall
be exercisable, during the optionee's lifetime, only by the
optionee.

(2) Non-Qualified Stock Options. Non-Qualified Stock Options shall
likewise be non-transferable by the optionee, otherwise than by
will or by the laws of descent and distribution, and not subject
to attachment, execution or similar process; provided, however,
that the Committee may by resolution or after grant designate
existing or future Non-Qualified Stock Options as "transferable,"
meaning that the optionee may sign an agreement which transfers
all or a portion of such Non-Qualified Stock Option (either
exercisable or non-exercisable) to (A) a member of the optionee's
Immediate Family, (B) any trust or trusts in which members of the
optionee's Immediate Family have more than a fifty percent (50%)
beneficial interest, (C) any entity in which optionee and/or
members of the optionee's Immediate Family own more than fifty
percent (50%) of the voting interests, or (D) any foundation in
which optionee and/or optionee's Immediate Family members control
the management of the foundation's assets, subject to such terms
and conditions as the Committee may establish. The form of
agreement pursuant to which such options are transferred must be
approved by the Committee and executed by the optionee,
transferee and the Company. Following transfer, any such options
shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, except that the
term "optionee" shall be deemed to refer to the transferee
subject to any terms and conditions established by the Committee.
Subsequent transfers of such transferred options shall be
prohibited, except by will or the laws of descent and
distribution. For purposes of this Subsection, "Immediate Family"
means the optionee's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, sister-in-law, nephew or niece of the optionee
(including by adoption), and any person sharing the optionee's
household (other than a tenant or employee).

(f) Termination by Death (other than by suicide). Unless otherwise
determined by the Committee at or after grant, if any optionee's
employment with the Corporation or any Subsidiary terminates by reason
of death (other than by suicide), the Stock Option may thereafter be
immediately exercised, to the extent then exercisable (or on such
accelerated basis as the Committee shall determine at or after grant),
by the legal representative of the estate or by the legatee of the
optionee under the will of the optionee, for a period of one year from
the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.

(g) Termination by Reason of Disability. Unless otherwise determined by
the Committee at or after grant, if any optionee's employment with the
Corporation or any Subsidiary terminates by reason of Disability, any
Stock Option held by such optionee may thereafter be exercised, to the
extent it was exercisable at the time of termination due to Disability
(or on such accelerated basis as the Committee shall determine at or
after grant), but may not be exercised after one year from the date of
such termination of employment or the expiration of the stated term of
such Stock Option, whichever period is the shorter; provided, however,
that, if the optionee dies within such one year period, any
unexercised Stock Option held by such optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of
death for a period of twelve months from the date of such death or for
the stated term of such Stock Option, whichever period is the shorter.
In the event of termination of employment by reason of Disability, if
an Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the Code,
such Stock Option will thereafter be treated as a Non-Qualified Stock
Option.

(h) Termination by Reason of Retirement. Unless otherwise determined by
the Committee at or after grant, if any optionee's employment with the
Corporation or any Subsidiary terminates by reason of Normal or Early
Retirement, any Stock Option held by such optionee may thereafter be
exercised to the extent it was exercisable at the time of such
Retirement (or on such accelerated basis as the Committee shall
determine at or after grant), but may not be exercised after the
expiration of the stated term of such Stock Option; and, provided that
if the optionee dies within such period any unexercised Stock Option
held by such optionee shall thereafter be exercisable, to the extent
to which it was exercisable at the time of death, for the remainder of
the stated term of the Stock Option. In the event of termination of
employment by reason of Retirement, if an Incentive Stock Option is
exercised after the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated
as a Non-Qualified Stock Option.

(i) Other Termination. Unless otherwise determined by the Committee at or
after grant, if an optionee's employment with the Corporation or any
Subsidiary terminates for Cause or for death by reason of suicide or
for any reason other than Disability or Normal or Early Retirement or
death other than by suicide, the Stock Option shall thereupon
terminate, except that such Stock Option may be exercised to the
extent such Stock Option could have been exercised on the date of
cessation of employment for the lesser of three months from the date
of termination or the balance of such Stock Option's term if the
optionee's employment with the Corporation or any Subsidiary is
involuntarily terminated by the optionee's employer without Cause.

(j) Limit on Value of Incentive Stock Options First Exercisable Annually.
The aggregate Fair Market Value (determined at the time of grant) of
the Stock for which "incentive stock options" within the meaning of
Section 422 of the Code are exercisable for the first time by an
optionee during any calendar year under the Plan (and/or any other
stock option plans of the Corporation or any Subsidiary) shall not
exceed $100,000.

(k) Option Price Adjustment Rights. The Committee shall have the
discretion to grant Option Price Adjustment Rights in conjunction with
all or part of any Stock Option granted under the Plan, either at or
after the time of grant of such Stock Option. Option Price Adjustment
Rights shall be exercisable only at such time as and to the same
extent that the Stock Options to which the Option Price Adjustment
Rights relate are exercisable. An Option Price Adjustment Right
granted with respect to a given Stock Option shall terminate and no
longer be exercisable upon the termination or exercise of the related
Stock Option. An Option Price Adjustment Right may be exercised by an
optionee by exercising and surrendering the applicable potion of the
related Stock Option. Upon such exercise and surrender, the optionee
shall be entitled to have applied as a credit against the exercise
price of the related Stock Option an amount equal to: (i) the total
number of shares of stock subject to the Option Price Adjustment Right
(or the portion or portions thereof which the optionee from time to
time elects to use for this purpose), multiplied by (ii) a fixed
percentage of the Fair Market Value of a share of Stock on a date to
be designated by the Committee.

SECTION 7. Stock Appreciation Rights

(a) Grant and Exercise When Granted in Conjunction With Stock Options.
Stock Appreciation Rights may be granted alone or in conjunction with
all or part of any Stock Option granted under the Plan and may contain
terms and conditions different from those of the related Stock Option,
except as otherwise provided below. In the case of a Non-Qualified
Stock Option, such rights may be granted either at or after the time
of the grant of such Non-Qualified Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of
the grant of such Incentive Stock Option.

A Stock Appreciation Right or applicable portion thereof granted
with respect to a given Stock Option shall terminate and no longer
be exercisable upon the termination or exercise of the related
Stock Option, except that, unless otherwise provided by the
Committee at the time of grant, a Stock Appreciation Right granted
with respect to less than the full number of shares covered by a
related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination
of the related Stock Option exceeds the number of shares not
covered by the Stock Appreciation Right.

A Stock Appreciation Right may be exercised by an optionee, in
accordance with paragraph (c) of this Section 7, by surrendering
the applicable portion of the related Stock Option. Upon such
exercise and surrender, the optionee shall be entitled to receive
an amount determined in the manner prescribed in paragraph (c) of
this Section 7. Stock Options which have been so surrendered, in
whole or in part, shall no longer be exercisable to the extent the
related Stock Appreciation Rights have been exercised.

(b) Grant and Exercise When Granted Alone. Stock Appreciation Rights may
be granted at the discretion of the Committee in a manner not related
to an award of a Stock Option. The Committee should have the
discretion to determine the terms and conditions of any Stock
Appreciation Rights not related to a Stock Option Award. A Stock
Appreciation Right granted under this Section 7(b) is not exercisable
for a period of six months from the date of grant, unless a longer
period is otherwise determined by the Committee. The Stock
Appreciation Right, granted under Section 7(b), shall be exercisable
in accordance with Section 7(c) over a period not to exceed ten years.
Any Stock Appreciation Right which is outstanding on the last day of
the exercisable period shall be automatically exercised on such date
for cash or Common Stock, as determined by the Committee, without any
action by the holder if, on that date, the Fair Market Value of the
Stock exceeds the exercise price of the Stock Appreciation Right.

(c) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the
Plan, as shall be determined from time to time by the Committee,
including the following:

(i) Stock Appreciation Rights granted pursuant to Section 7(a) shall
be exercisable only at such time or times and to the extent that
the Stock Options to which the Stock Appreciation Rights relate
shall be exercisable in accordance with the provisions of Section
6 and this Section 7 of the Plan; provided, however, that any
Stock Appreciation Right granted subsequent to the grant of the
related Stock Option shall not be exercisable during the first
six months of the term of the Stock Appreciation Right, except
that this additional limitation shall not apply in the event of
death other than by suicide or Disability of the optionee prior
to the expiration of the six-month period.

(ii) Upon the exercise of a Stock Appreciation Right granted pursuant
to Section 7(a), an optionee shall be entitled to receive an
amount in cash or shares of Stock equal in value to the excess of
the Fair Market Value of one share of Stock over the option price
per share specified in the related Stock Option, multiplied by
the number of shares in respect of which the Stock Appreciation
Right shall have been exercised, with the Committee having the
right to determine the form of payment. Upon the exercise of a
Stock Appreciation Right granted pursuant to Section 7(b), the
holder shall be entitled to receive an amount in cash or shares
of Stock equal in value to the excess of the Fair Market Value of
one share of Stock over the Fair Market Value of one share of
Stock at the date the Stock Appreciation Right was granted
multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.

(iii)No Stock Appreciation Right shall be transferable by the holder,
other than by will or the laws of descent and distribution, or be
subject to attachment, execution or similar process. All Stock
Appreciation Rights shall be exercisable, during the holder's
lifetime, only by the holder.

(iv) Upon the exercise of a Stock Appreciation Right granted pursuant
to Section 7(a), the Stock Option or part thereof to which such
Stock Appreciation Right is related shall be deemed to have been
exercised for the purpose of the limitation set forth in Section
4 of the Plan on the number of shares of Stock to be issued under
the Plan.

(v) A Stock Appreciation Right granted in connection with an
Incentive Stock Option pursuant to Section 7(a), may be exercised
only if and when the market price of the Stock subject to the
Incentive Stock Option exceeds the exercise price of such Stock
Option.

(vi) In its sole discretion, the Committee may provide, at the time of
grant of a Stock Appreciation Right under this Section 7, that
such Stock Appreciation Right can be exercised only in the event
of a "Change of Control" (as defined in Section 12 below).
Furthermore, the Committee may provide, at the time of grant of
any Stock Appreciation Right, that such Stock Appreciation Right
can be exercised only upon the attainment of specified
performance goals or other such criteria as the Committee may
determine in its sole discretion.

(vii)In the discretion of the Committee, if the Plan is approved by
the shareholders of the Corporation in accordance with Section 15
of the Plan, a Stock Appreciation Right may provide that any
exercise by a Participant of all or a portion of a Stock
Appreciation Right for cash, may only be made during the period
beginning on the third business day following the date of the
Corporation's release of its quarterly or annual summary
statements of earnings to the public and ending on the twelfth
business day following such date; provided, however, that the
foregoing shall not apply to any exercise by a Participant of a
Stock Appreciation Right for cash where the date of exercise is
automatic or fixed in advance under the Plan and is outside the
control of the Participant.

SECTION 8. Restricted Stock

(a) Administration. Shares of Restricted Stock may be issued either alone
or in addition to other Awards granted under the Plan. The Committee
shall determine the employees of the Corporation and its Subsidiaries
to whom, and the time or times at which, grants of Restricted Stock
will be made, the number of shares to be awarded, the price, if any,
to be paid by the recipient of Restricted Stock (subject to Section
8(b) hereof), the time or times within which such Awards may be
subject to forfeiture, the nature of the restrictions, including any
performance requirements, the circumstances under which restrictions
will lapse and all other conditions of the Awards. The Committee may
also condition the grant of Restricted Stock upon the attainment of
specified performance goals, or such other criteria as the Committee
may determine, in its sole discretion. The provisions of Restricted
Stock Awards need not be the same with respect to each recipient.

(b) Awards and Certificates. The prospective recipient of an Award of
shares of Restricted Stock shall not have any rights with respect to
such Award, unless and until such recipient has executed an agreement
evidencing the Award (a "Restricted Stock Award Agreement") and has
delivered a fully executed copy thereof to the Corporation, and has
otherwise complied with the then applicable terms and conditions.

(i) Awards of Restricted Stock must be accepted within a period of
thirty days (or such shorter period as the Committee may specify)
after the Award date by executing a Restricted Stock Award
Agreement and paying whatever price, if any, is required.

(ii) Each Participant who is awarded Restricted Stock shall be issued
a stock certificate in respect of such shares of Restricted Stock
to be held in escrow as described below.

Such certificate shall be registered in the name of the
Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the
following form:

"The transferability of this certificate and the
shares of stock represented hereby are subject to
the terms and conditions (including forfeiture)
of the Synovus Financial Corp. 2000 Employee
Long-Term Incentive Plan and a Restricted Stock
Award Agreement entered into between the
registered owner and Synovus Financial Corp.
Copies of such Plan and Agreement are on file in
the offices of Synovus Financial Corp., One
Arsenal Place, 901 Front Avenue, Suite 301,
Columbus, Georgia, 31901."

(iii)The Committee shall require that the stock certificate
evidencing such shares be held in escrow by Synovus Trust Company
("STC"), or any other escrow agent designated by the Committee
until the restrictions thereon shall have lapsed, and that, as a
condition of any Restricted Stock Award, the Participant shall
have delivered a stock power, endorsed in blank, relating to the
Stock covered by such Award. In the event the Participant has
obtained a loan to purchase the Restricted Stock or to pay any
taxes due with respect to the Restricted Stock, STC or other
escrow agent shall have the right to require that the shares
continue to be held in escrow until such loan is repaid.

(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 8 shall be subject to the following
restrictions and conditions:

(i) Subject to the provisions of this Plan and Restricted Stock Award
Agreements, during the period of six months after the Award or
such longer period as may be set by the Committee commencing on
the grant date (the "Restriction Period"), the Participant shall
not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock awarded under the Plan. Within these limits, the
Committee may, in its sole discretion, provide for the lapse of
such restrictions in installments and may accelerate or waive
such restrictions in whole or in part based on performance and/or
such other factors as the Committee may determine, in its sole
discretion.

(ii) Except as provided in paragraph (c)(i) of this Section 8, the
Participant shall have, with respect to the shares of Restricted
Stock, all of the rights of a stockholder of the Corporation,
including the right to receive any dividends, unless the
Committee shall declare otherwise at the time of the Award.

Dividends paid in cash with respect to shares of
Restricted Stock shall not be subject to any
restrictions or subject to forfeiture. Dividends paid
in Stock of the Corporation or Stock received in
connection with a stock split with respect to
Restricted Stock shall be subject to the same
restrictions as on such Restricted Stock. Certificates
for shares of unrestricted Stock shall be delivered to
the Participant promptly after, and only after, the
period of forfeiture shall expire without forfeiture in
respect of such shares of Restricted Stock and the
repayment of any loans obtained to purchase the
Restricted Stock or to pay any taxes due with respect
to the Restricted Stock.

(iii)Subject to the provisions of the Restricted Stock Award Agreement
and this Section 8, upon termination of employment for any reason
during the Restriction Period, all shares still subject to
restriction (together with any price paid for such shares by the
Participant) shall be forfeited by the Participant, unless
otherwise determined by the Committee.

(iv) The Committee may, in its sole discretion, waive in whole or in
part any or all restrictions with respect to any Participant's
shares of Restricted Stock.

SECTION 9. Performance Awards

(a) Administration. Shares of Stock and/or a payment in cash may be
distributed under the Plan to an employee upon the attainment of
performance objectives, as a Performance Award. The Committee shall
determine the employees of the Corporation and its Subsidiaries to
whom Performance Awards are granted, the terms and conditions of the
performance objectives, the term of the performance period and the
value and form of the payment of the Performance Award.

(b) Performance Objectives. The Committee, in its sole discretion may
establish, under this Section 9, performance objectives either in
terms of Corporation-wide objectives or in terms of objectives that
are related to the specific performance of an employee or a bank, a
group, division, department, or Subsidiary within the Corporation in
which the Participant is employed. A minimum level of performance, at
the discretion of the Committee, may be established.

If, at the end of the performance period, the specified objectives
have been attained, the Participant is deemed to have fully earned
the Performance Award. If such performance objectives are only
partially attained, the Participant may be deemed by the Committee
to have partly earned the Performance Award and would become
eligible to receive a portion of the total Award, as determined by
the Committee. If a required minimum level of achievement has not
been met, as determined by the Committee, the Participant is
entitled to no portion of the Performance Award. If, at the end of
the performance period, performance exceeds the target, the
Participant, at the Committee's discretion, may receive a multiple
of the Performance Award. The Committee may adjust the payment of
Awards or the performance objectives if events occur or
circumstances arise which would cause a particular payment or set
of performance objectives to be inappropriate as a measure of
performance.

(c) Terms and Conditions. A Participant to whom a Performance Award has
been granted is given performance objectives to be reached over a
specified period, the "performance period." Generally this period
shall be not less than one year.

Any Participant granted a Performance Award pursuant to this
Section 9 who by reason of death (other than by suicide),
Disability or Retirement terminates employment before the end of
the performance period is entitled to receive a portion of any
earned Performance Award. The Committee, in its discretion, will
determine the amount of the Performance Award earned, if any, and
the time at which payment will be made.

A Participant who terminates employment for any other reason,
including death by suicide, forfeits all rights under the
Performance Award.

SECTION 10. Amendments and Termination

The Board may amend, alter, or discontinue the Plan at any time, but no
amendment, alteration, or discontinuation shall be made which affects an
existing Award under the Plan without the optionee's or Participant's consent.
If stockholder approval of this Plan is obtained, no amendment, alteration or
discontinuation shall be made by the Board which, without the approval of the
stockholders, would:

(a) increase the total number of shares reserved for the purpose of the
Plan, except as provided for in accordance with Section 4 of the Plan;

(b) decrease the option price of any Stock Option to less than 100% of the
Fair Market Value on the date of the granting of the option, except as
provided for in accordance with Section 4 of the Plan;

(d) extend the maximum option period under paragraph (b) of Section 6 of
the Plan; or

(e) materially increase in any other way the benefits accruing to
Participants.

The Committee may amend the terms of any Award or option theretofore granted,
prospectively or retroactively, but no such amendment shall affect an existing
Award under the Plan without the Participant's consent. The Committee may also
substitute new Stock Options for previously granted Stock Options, including
options granted under other plans applicable to the Participant, and previously
granted Stock Options having higher option prices.

SECTION 11. Change of Control

The following provisions shall apply in the event of a "Change of Control," as
defined in this Section 11:

(a) In the event of a "Change of Control" as defined in paragraph (c) of
this Section 11, the vesting of any outstanding Stock Options, Option
Price Adjustment Rights, Stock Appreciation Rights, Restricted Stock
or Performance Awards shall be accelerated so that all Awards not
previously exercisable and vested are fully exercisable and vested.

(b) If the employment of a Participant is terminated for any reason
following a Change of Control, any outstanding Stock Options, Option
Price Adjustment Rights, Stock Appreciation Rights, Restricted Stock
or Performance Awards granted to the Participant that are not fully
exercisable and vested shall become fully exercisable and vested as of
the date of such termination of employment and any obligations to pay
amounts to the Corporation or any Subsidiary in connection with an
Award shall be terminated as of the date of such termination of
employment.

(i) when any "person," as such term is used in Section 13(d) and
14(d) of the Exchange Act (other than the Corporation or a
Subsidiary or any Corporation employee benefit plan (including
its trustee)), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly of
securities of the Corporation representing 20% or more of the
combined voting power of the Corporation's then outstanding
securities;

(ii) the occurrence of a transaction requiring stockholder approval
for the acquisition of the Corporation by an entity other than
the Corporation or a Subsidiary through purchase of assets, or by
merger, or otherwise;

(iii)the filing of an application with any regulatory authority having
jurisdiction over the ownership of the Corporation by any
"person," as defined in the preceding paragraph, to acquire 20%
or more of the combined voting power of the Corporation's then
outstanding securities; or

(iv) the occurrence of a "Triggering Event" as such term is defined in
the Rights Agreement dated April 20, 1989, by and between the
Corporation and Trust Company Bank, the provisions of which are
incorporated herein by this reference.

(d) For purposes of this Section 11, a "Change of Control" shall not
result from any transaction precipitated by the Corporation's
insolvency, appointment of a conservator, or determination by a
regulatory agency that the Corporation is insolvent, nor from any
transaction initiated by the Corporation in regard to creating a
holding company of which the Corporation would be a primary entity,
nor from any transaction initiated by the Corporation in regard to
converting from a publicly traded company to a privately held company.

SECTION 12. General Provisions

(a) All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the
Stock is then listed, and any applicable Federal or state securities
or other laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.

(b) Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The
Corporation and its Subsidiaries specifically reserve the right to
terminate (whether by dismissal, discharge, retirement or otherwise)
any Participant's employment with the Company or a Subsidiary at any
time at will. Neither the granting of an Award nor the adoption of the
Plan shall confer upon any employee of the Corporation or its
Subsidiaries any right to continued employment with the Corporation or
a Subsidiary, as the case may be, nor shall it interfere in any way
with the right of the Corporation or a Subsidiary to terminate the
employment of any of its employees at any time.

(c) Each Participant shall, no later than the date as of which the value
of an Award first becomes includable in the gross income of the
Participant for Federal income tax purposes, pay to the Corporation,
or make arrangements satisfactory to the Committee regarding payment
of, any Federal, state, or local taxes of any kind required by law to
be withheld with respect to the Award. The obligations of the
Corporation under the Plan shall be conditional on such payment or
arrangements and the Corporation (and, where applicable, its
Subsidiaries), shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to
the Participant. A Participant may irrevocably elect to have the
withholding tax obligations or, in the case of all Awards hereunder
except Stock Options which have related Option Price Adjustment Rights
or Stock Appreciation Rights, if the Committee so determines, any
additional tax obligation with respect to any Awards hereunder
satisfied by (a) having the Corporation withhold shares of Stock
otherwise deliverable to the Participant with respect to the Award or
(b) delivering to the Corporation shares of unrestricted Stock;
provided, however, that if the Participant is an "officer" of the
Corporation within the meaning of Section 16 of the Exchange Act, no
such election shall be made (i) unless the Plan has been approved by
shareholders in accordance with Section 15 of the Plan and (ii) such
election is made either (a) during one of the "window" periods
described in section (c)(3)(iii) of Rule 16b-3 promulgated under the
Exchange Act, or (b) at least six months prior to the date income is
recognized with respect to the Award.

(d) No members of the Board or the Committee, nor any officer or employee
of the Corporation acting on behalf of the Board or the Committee,
shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan,
and all members of the Board or the Committee and each and any officer
or employee of the Corporation acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the
Corporation in respect of any such action, determination or
interpretation provided such individual first gives the Corporation an
opportunity, at its own expense, to handle and defend any legal action
before such individual undertakes to handle and defend such legal
action.

(e) The existence of Stock Options, Option Price Adjustment Rights, Stock
Appreciation Rights, Restricted Stock and Performance Awards shall not
affect the right or power of the Corporation and its shareholders to
make adjustments, recapitalizations, reorganizations, or other changes
to the Corporation's capital structure or its business; issue bonds,
debentures, preferred or prior preference stocks affecting the
Corporation's Common Stock or the rights thereof; dissolve or
liquidate the Corporation, or sell or transfer any part of its assets
or business; or any other corporate act, whether of a similar
character or otherwise.

(f) The validity, interpretation, and administration of the Plan and of
any rules, regulations, determinations, or decisions made thereunder,
and the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in
accordance with the laws of the State of Georgia, except where those
laws may be superseded by the laws of the United States of America.
Without limiting the generality of the foregoing, the period within
which any action in connection with the Plan must be commenced shall
be governed by the laws of the State of Georgia.

(g) The obligation of the Corporation to make payment of Awards in Stock
shall be subject to all applicable laws, rules and regulations, and to
such approvals by government agencies as may be required. The
Corporation shall be under no obligation to register under the
Securities Act of 1933, as amended from time to time ("1993 Act"), any
of the shares of Stock paid under the Plan. If the Stock paid under
the Plan may in certain circumstances be exempt from registration
under the 1933 Act, the Corporation may restrict the transfer of such
Stock in such manner as it deems advisable to ensure the availability
of any such exemption.

SECTION 13. Cash Awards and Loans

The Committee, in its sole discretion, at any time may authorize special cash
Awards to Participants to enable them to fund the exercise price of a Stock
Option or any taxes that must be paid or withheld upon the exercise of a Stock
Option, Option Price Adjustment Right or Stock Appreciation Right, to fund the
purchase price (if any) of Restricted Stock or any taxes that must be paid or
withheld with respect to Restricted Stock, or to fund any taxes that must be
paid or withheld with respect to any Performance Award. The Committee in its
sole discretion, at any time, may assist a Participant in obtaining a loan for
any funds required in connection with any aspect of the Plan, including without
limitation the exercise or purchase price of any Award and any taxes that must
be paid or withheld in connection with any Award.

SECTION 14. Accounting

It is the intent of the Board that the accounting expenses for any Awards under
this Plan to employees of Subsidiaries be charged to the Subsidiaries employing
such employees and not to the Corporation. The Board of Directors and the
Committee shall have the right to adopt any policies and procedures required in
order to carry out this intent.

SECTION 15. Effective Date of Plan

The Plan shall become effective upon the earlier of its adoption by the Board of
Directors or by the Executive Committee of the Board of Directors; provided,
however, that Incentive Stock Options awarded hereunder shall be automatically
converted into Non-Qualified Stock Options if shareholder approval of the Plan
is not obtained within twelve months of the Plan's effective date.

SECTION 16. Term of Plan

No Stock Option, Option Price Adjustment Right, Stock Appreciation Right,
Restricted Stock or Performance Award shall be granted pursuant to the Plan on
or after the tenth anniversary of the effective date of the Plan, but Awards
theretofore granted may extend beyond that date.

SECTION 17. Execution

IN WITNESS WHEREOF, the Corporation has caused this Plan to be signed by its
duly authorized officers effective as of this 1st day of February, 2000.

SYNOVUS FINANCIAL CORP.

By: /s/G. Sanders Griffith, III

Title: Senior Executive Vice President

APPENDIX C

TOTAL SYSTEM SERVICES, INC.
2000 EMPLOYEE LONG-TERM INCENTIVE PLAN

SECTION 1. General Purpose of Plan

The name of this plan is the Total System Services, Inc. 2000 Employee Long-Term
Incentive Plan (the "Plan"), formerly the 1992 Long-Term Incentive Plan. The
purpose of the Plan is to enable Total System Services, Inc. (the "Corporation")
and its Subsidiaries to attract, retain, motivate, and reward employees who make
a significant contribution to the Corporation's long-term success, and to enable
such employees to acquire and maintain an equity interest in Total System
Services, Inc.

SECTION 2. Definitions

For purposes of the Plan, the following terms shall be defined as set forth
below:

b. "Board" means the Board of Directors of the Corporation or the
Executive Committee of the Board of Directors of the Corporation.

d. "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

f. "Commission" means the Securities and Exchange Commission.

g. "Corporation" means Total System Services, Inc.

k. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor thereto.

m. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

n. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

q. "Participant" means any employee of the Corporation and its
Subsidiaries designated by the Committee to receive an Award under
the Plan.

r. "Performance Award" means an award of shares of Stock or cash to a
Participant pursuant to Section 9 contingent upon achieving certain
performance goals.

s. "Plan" means this Total System Services, Inc. 2000 Employee
Long-Term Incentive Plan.

t. "Restricted Stock" means an award of shares of Stock that are
subject to restrictions under Section 8.

u. "Retirement" means Normal or Early Retirement under the applicable
Corporation or Subsidiary pension plan.

v. "Stock" means the common stock of the Corporation or any successor
corporation.

x. "Stock Option" means any option to purchase shares of Stock granted
to employees pursuant to Section 6.

y. "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in the
chain.

z. "Synovus Financial Corp." means Synovus Financial Corp., a
corporation which owns approximately 81% of the stock of the
Corporation.

SECTION 3. Administration

The Plan shall be administered by the Committee which shall at all times consist
of not less than two Disinterested Persons.

In particular, the Committee shall have the authority:

(ii) to grant Incentive Stock Options, Non-Qualified Stock Options,
Option Price Adjustment Rights, Stock Appreciation Rights,
Restricted Stock, or Performance Awards, or a combination of
the foregoing, hereunder;

(iii) to determine the number of shares of Stock to be covered by
each such Award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder
including, but not limited to, any restriction on any Award
and/or the shares of Stock relating thereto based on
performance and/or such other factors as the Committee may
determine, in its sole discretion, and any vesting acceleration
features based on performance and/or such other factors as the
Committee may determine, in its sole discretion;

(v) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to
an Award under this Plan shall be deferred either automatically
or at the election of a Participant, including providing for
and determining the amount (if any) of deemed earnings on any
deferred amount during any deferral period.

SECTION 4. Stock Subject to Plan

The total number of shares of Stock reserved and available for distribution
under the Plan shall be 2,400,000. Such shares may consist, in whole or in part,
of authorized and unissued shares or treasury shares.

SECTION 5. Eligibility

SECTION 6. Stock Options

The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options (subject to the provisions of Section 15 of the Plan) and (ii)
Non-Qualified Stock Options.

(e) Transferability of Options.

(1) Incentive Stock Options. No Incentive Stock Option shall be
transferable by the optionee, otherwise than by will or by
the laws of descent and distribution, or be subject to
attachment, execution or similar process. All Incentive
Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.

(2) Non-Qualified Stock Options. Non-Qualified Stock Options
shall likewise be non-transferable by the optionee,
otherwise than by will or by the laws of descent and
distribution, and not subject to attachment, execution or
similar process; provided, however, that the Committee may
by resolution or after grant designate existing or future
Non-Qualified Stock Options as "transferable," meaning that
the optionee may sign an agreement which transfers all or a
portion of such Non-Qualified Stock Option (either
exercisable or non-exercisable) to (A) a member of the
optionee's Immediate Family, (B) any trust or trusts in
which members of the optionee's Immediate Family have more
than a fifty percent (50%) beneficial interest, (C) any
entity in which optionee and/or members of the optionee's
Immediate Family own more than fifty percent (50%) of the
voting interests, or (D) any foundation in which optionee
and/or optionee's Immediate Family members control the
management of the foundation's assets, subject to such terms
and conditions as the Committee may establish. The form of
agreement pursuant to which such options are transferred
must be approved by the Committee and executed by the
optionee, transferee and the Company. Following transfer,
any such options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to
transfer, except that the term "optionee" shall be deemed to
refer to the transferee subject to any terms and conditions
established by the Committee. Subsequent transfers of such
transferred options shall be prohibited, except by will or
the laws of descent and distribution. For purposes of this
Subsection, "Immediate Family" means the optionee's child,
stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, nephew or niece of the optionee (including by
adoption), and any person sharing the optionee's household
(other than a tenant or employee).

SECTION 7. Stock Appreciation Rights

A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock
Option, except that, unless otherwise provided by the Committee at the
time of grant, a Stock Appreciation Right granted with respect to less
than the full number of shares covered by a related Stock Option shall
only be reduced if and to the extent that the number of shares covered
by the exercise or termination of the related Stock Option exceeds the
number of shares not covered by the Stock Appreciation Right.

A Stock Appreciation Right may be exercised by an optionee, in
accordance with paragraph (c) of this Section 7, by surrendering the
applicable portion of the related Stock Option. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in paragraph (c) of this Section
7. Stock Options which have been so surrendered, in whole or in part,
shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.

(iii) No Stock Appreciation Right shall be transferable by the holder,
other than by will or the laws of descent and distribution, or be
subject to attachment, execution or similar process. All Stock
Appreciation Rights shall be exercisable, during the holder's
lifetime, only by the holder.

(vi) In its sole discretion, the Committee may provide, at the time of
grant of a Stock Appreciation Right under this Section 7, that
such Stock Appreciation Right can be exercised only in the event
of a "Change of Control" (as defined in Section 12 below).
Furthermore, the Committee may provide, at the time of grant of
any Stock Appreciation Right, that such Stock Appreciation Right
can be exercised only upon the attainment of specified
performance goals or other such criteria as
the Committee may determine in its sole discretion.

(vii) In the discretion of the Committee, if the Plan is approved by
the shareholders of the Corporation in accordance with Section 15
of the Plan, a Stock Appreciation Right may provide that any
exercise by a Participant of all or a portion of a Stock
Appreciation Right for cash, may only be made during the period
beginning on the third business day following the date of the
Corporation's release of its quarterly or annual summary
statements of earnings to the public and ending on the twelfth
business day following such date; provided, however, that the
foregoing shall not apply to any exercise by a Participant of a
Stock Appreciation Right for cash where the date of exercise is
automatic or fixed in advance under the Plan and is outside the
control of the Participant.

SECTION 8. Restricted Stock

(ii) Each Participant who is awarded Restricted Stock shall be issued
a stock certificate in respect of such shares of Restricted Stock
to be held in escrow as described below.

Such certificate shall be registered in the name of the
Participant, and shall bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such
Award, substantially in the following form:

"The transferability of this certificate and the
shares of stock represented hereby are subject to
the terms and conditions (including forfeiture)
of the Total System Services, Inc. 2000 Employee
Long-Term Incentive Plan and a Restricted Stock
Award Agreement entered into between the
registered owner and Total System Services, Inc.
Copies of such Plan and Agreement are on file in
the offices of Total System Services, Inc., One
Arsenal Place, 901 Front Avenue, Suite 301,
Columbus, Georgia, 31901."

(iii) The Committee shall require that the stock certificate
evidencing such shares be held in escrow by Columbus Bank and
Trust Company ("CB&T"), or any other escrow agent designated by
the Committee until the restrictions thereon shall have lapsed,
and that, as a condition of any Restricted Stock Award, the
Participant shall have delivered a stock power, endorsed in
blank, relating to the Stock covered by such Award. In the event
the Participant has obtained a loan to purchase the Restricted
Stock or to pay any taxes due with respect to the Restricted
Stock, CB&T or other escrow agent shall have the right to require
that the shares continue to be held in escrow until such loan is
repaid.

(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 8 shall be subject to the following
restrictions and conditions:

Dividends paid in cash with respect to shares of Restricted Stock
shall not be subject to any restrictions or subject to
forfeiture. Dividends paid in Stock of the Corporation or Stock
received in connection with a stock split with respect to
Restricted Stock shall be subject to the same restrictions as on
such Restricted Stock. Certificates for shares of unrestricted
Stock shall be delivered to the Participant promptly after, and
only after, the period of forfeiture shall expire without
forfeiture in respect of such shares of Restricted Stock and the
repayment of any loans obtained to purchase the Restricted Stock
or to pay any taxes due with respect to the Restricted Stock.

(iii) Subject to the provisions of the Restricted Stock Award
Agreement and this Section 8, upon termination of employment for
any reason during the Restriction Period, all shares still
subject to restriction (together with any price paid for such
shares by the Participant) shall be forfeited by the Participant,
unless otherwise determined by the Committee.

(iv) The Committee may, in its sole discretion, waive in whole or in
part any or all restrictions with respect to any Participant's
shares of Restricted Stock.

SECTION 9. Performance Awards

(a) Administration. Shares of Stock and/or a payment in cash may be
distributed under the Plan to an employee upon the attainment of
performance objectives, as a Performance Award. The Committee
shall determine the employees of the Corporation and its
Subsidiaries to whom Performance Awards are granted, the terms and
conditions of the performance objectives, the term of the
performance period and the value and form of the payment of the
Performance Award.

(b) Performance Objectives. The Committee, in its sole discretion may
establish, under this Section 9, performance objectives either in
terms of Corporation-wide objectives or in terms of objectives
that are related to the specific performance of an employee or a
bank, a group, division, department, or Subsidiary within the
Corporation in which the Participant is employed. A minimum level
of performance, at the discretion of the Committee, may be
established.

(c) Terms and Conditions. A Participant to whom a Performance Award
has been granted is given performance objectives to be reached
over a specified period, the "performance period." Generally this
period shall be not less than one year.

A Participant who terminates employment for any other reason,
including death by suicide, forfeits all rights under the
Performance Award.

SECTION 10. Amendments and Termination

(a) increase the total number of shares reserved for the purpose of the
Plan, except as provided for in accordance with Section 4 of the Plan;
(b) decrease the option price of any Stock Option to less than 100% of
the Fair Market Value on the date of the granting of the option,
except as provided for in accordance with Section 4 of the Plan;

(d) extend the maximum option period under paragraph (b) of Section 6 of
the Plan; or

(e) materially increase in any other way the benefits accruing to
Participants.

SECTION 11. Change of Control

The following provisions shall apply in the event of a "Change of Control," as
defined in this Section 11:

(iii) the filing of an application with any regulatory authority
having jurisdiction over the ownership of the Corporation by any
"person," as defined in the preceding paragraph, to acquire 20%
or more of the combined voting power of the Corporation's then
outstanding securities.

SECTION 12. General Provisions

SECTION 13. Cash Awards and Loans

SECTION 14. Accounting

SECTION 15. Effective Date of Plan

SECTION 16. Term of Plan

SECTION 17. Execution

IN WITNESS WHEREOF, the Corporation has caused this Plan to be signed by its
duly authorized officers effective as of this 1st day of February, 2000.

TOTAL SYSTEM SERVICES, INC.

By: /s/G. Sanders Griffith, III

Title: General Counsel