DIRECTORS' 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.

-6-