TRANSITION SERVICES AGREEMENT

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

     THIS TRANSITION SERVICES AGREEMENT, dated as of November 30, 2007 (this “ Agreement ”), is made by and between Synovus Financial Corp., a Georgia corporation (“ Synovus ”), and Total System Services, Inc., a Georgia corporation (“ TSYS ”). Synovus and TSYS may each be referred to herein as a “ Party ” and/or the “ Parties ” as the case may require.

WITNESSETH:

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

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

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

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

      SECTION 1. SPECIFIC DEFINITIONS .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      SECTION 2. SERVICES .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      SECTION 3. COOPERATION; LICENSES AND PERMITS .

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

      Section 3.2 Licenses and Permits . Each Party warrants and covenants that all duties and obligations (including with respect to Synovus, all Synovus Services and w