EX-2.1 AGREEMENT AND PLAN OF DISTRIBUTION

Exhibit 2.1

AGREEMENT AND PLAN OF DISTRIBUTION

SYNOVUS FINANCIAL CORP.,

COLUMBUS BANK AND TRUST COMPANY

AND

TOTAL SYSTEM SERVICES, INC.

DATED AS OF OCTOBER 25, 2007

TABLE OF CONTENTS

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

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

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EXHIBITS

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

SCHEDULES

Schedule 5.6		Non-Solicitation of Employees Exceptions

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AGREEMENT AND PLAN OF DISTRIBUTION

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

RECITALS

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

                    (c) “ Agreement ” shall mean this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II.

THE CASH DIVIDEND

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

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

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

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

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

      Section 2.3 Representations and Warranties by TSYS .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III.

THE DISTRIBUTIONS

      Section 3.1 The First Distribution .

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

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

      Section 3.2 The Second Distribution .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      Section 3.5 Stage 2 Conditions to the Distributions . The following are additional conditions to the authorization of the Distributions that are to be satisfied or waived at or prior to the Stage 2 Board Meeting Date. The conditions are for the sole benefit of Synovus and sh