Transactions With Management

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 com-mercial 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 24.

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