SYNOVUS FINANCIAL CORP./TOTAL SYSTEM SERVICES, INC.
DEFERRED COMPENSATION PLAN
PLAN DOCUMENT
I. INTRODUCTION
A. Purpose of Plan. The Employer has adopted the Plan set forth
herein to provide benefits in excess of those that may be accrued
under the Employer's qualified retirement plans as a result of
the limitations of Code section 401(a)(17) and 415 as a means by
which certain designated employees may elect to defer designated
portions of their Compensation, or in the discretion of the
Employer, receive additional amounts of deferred compensation in
the form of Discretionary Credits.
B. Status of Plan. To the extent the Plan provides benefits in
excess of the limitations of Code section 415, the Plan is
intended to be an "excess benefit plan" within the meaning of
sections 3(36) and 4(6) of ERISA, and to the extent the Plan
provides other benefits, the Plan is intended to be "a plan which
is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees" within the meaning of
sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA,
and shall be interpreted and administered to the extent possible
in a manner consistent with that intent.
II. DEFINITIONS
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
A. "Account" means, for each Participant, the account established
for his or her benefit under the Plan.
B. "Cause" means:
1. the Participant's conviction of, or plea of nolo
contendere to, a felony or other crime involving moral
turpitude;
2. the Participant's dishonesty with respect to the
Employer or any affiliate; or
3. the Participant's willful failure to perform, or
material negligence in the performance of, the
Participant's duties and responsibilities with respect
to the Employer.
C. "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Reference to any section or subsection of the Code
includes reference to any comparable or succeeding provisions of
any legislation that amends, supplements or replaces such section
or subsection.
D. "Compensation" means, with respect to a Participant, his or her
base salary, including any bonuses, overtime, commissions and
incentives.
E. "Disability" means the inability of a Participant to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months, and the
permanence and degree of which shall be supported by medical
evidence satisfactory to the Plan Administrator.
F. "Discretionary Credit" means an amount credited to a
Participant's Account by the Employer in accordance with Section
IV.B.
G. "Effective Date" means January 1, 2002.
H. "Elective Deferral" means the portion of Compensation which is
deferred by a Participant under Section IV.A.
I. "Eligible Employee" means each individual selected by the Plan
Administrator for eligibility from among the group of highly
compensated or managerial employees of the Employer.
J. "Employer" means Synovus Financial Corp. and any of its
affiliates.
K. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time. Reference to any section or
subsection of ERISA includes reference to any comparable or
succeeding provisions of any legislation that amends, supplements
or replaces such section or subsection.
L. "Participant" means any individual who participates in the Plan
in accordance with Article III.
M. "Plan" means the Synovus Financial Corp./Total System Services,
Inc. Deferred Compensation Plan and as set forth herein and all
subsequent amendments hereto.
N. "Plan Administrator" means the Employer, or the person, persons
or entity otherwise designated by the Employer to administer the
Plan.
O. "Plan Year" means the calendar year, except that the initial plan
year may be a period of less than 12 months' duration beginning
on the Effective Date.
P. "Valuation Date" means the last business day of each quarter.
Q. "Vested" means the nonforfeitable right to a portion of the
Participant's Account attributable to Discretionary Credits, if
any, determined in accordance with the vesting schedule set forth
in Section V.D.
2
III. PARTICIPATION
A. Commencement of Participation. Any individual who is an Eligible
Employee on or after the Effective Date and who has elected to
defer part of his or her Compensation in accordance with Section
IV.A or who has been selected to receive Discretionary Credits
under Section IV.B shall become a Participant on the date such
Elective Deferral election or Discretionary Credit is made, as
the case may be.
B. Continued Participation. Subject to Section III.C, an individual
who has become a Participant in the Plan shall continue to be a
Participant so long as any amount remains credited to his or her
Account.
C. Termination of Participation. The Plan Administrator may
terminate an employee's participation in the Plan prospectively
or retroactively for any reason, including but not limited to the
Plan Administrator's determination that such termination is
necessary in order to maintain the Plan as a "plan which is
unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees" within the meaning of
sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA.
Amounts credited to a Participant's Account (regardless of the
extent otherwise Vested) shall be paid out to such Participant in
a single lump sum cash payment as soon as reasonably practical
following termination of participation hereunder.
IV. DEFERRALS AND CREDITS
A. Elective Deferrals.
1. In general. An individual who is an Eligible Employee may
elect to defer a designated portion of Compensation to be
earned during a Plan Year, by filing a written election with
the Plan Administrator prior to the first day of the Plan
Year in which such Compensation is to be earned. An
individual who first becomes an Eligible Employee on or
after the first day of any Plan Year may elect to defer a
portion of Compensation to be earned during the remainder of
the Plan Year and after the written election is filed with
the Plan Administrator. The deferred amounts shall be
credited to the Participant's Account as of the date such
Compensation would otherwise have been paid to the
Participant.
2. Nature of Election. Each election under this Section IV for
a Plan Year (or the balance of a Plan Year) shall be made on
a form approved or prescribed by the Plan Administrator and
shall apply only to Compensation earned for the calendar
year after the date the election form is completed and filed
with the Plan Administrator. The election form shall apply
to bonuses and shall specify the whole percentage or flat
dollar
3
amount that is to be deferred. A Participant may revoke
his or her deferral election as of the first day of any
Plan Year which follows such revocation by giving
written notice to the Plan Administrator before that day (or
any such earlier date as the Plan Administrator may
prescribe). Any deferral election made under this Section
IV.A shall continue to be effective until revoked or changed
pursuant to this paragraph.
B. Excess Benefit Credits. The Employer shall credit the Account of
each Participant with the excess of any amount that would have
been allocated to the Participant's account under the Synovus
Financial Corp./Total System Services, Inc. Money Purchase
Pension Plan (the "Money Purchase Plan"), the Synovus Financial
Corp./Total System Services, Inc. Profit Sharing Plan (the
"Profit Sharing Plan") or the Synovus Financial Corp./Total
System Services, Inc. 401(k) Savings Plan (the "401(k) Plan") but
for the limitation of Code sections 401(a)(17) and 415 over the
amount actually credited to such account; such credits to be made
as of the date or dates that the amounts would have been
allocated to the Participant's account under the Money Purchase
Plan, the Profit Sharing Plan or the 401(k) Plan.
V. ACCOUNTS
A. Accounts. The Plan Administrator shall establish an Account for
each Participant reflecting Elective Deferrals or Discretionary
Credits made for the Participant's benefit together with any
adjustments hereunder. Subject to Sections V.E and IX.A, the
Employer shall deposit the amount of deferrals and credits for a
period as soon as practicable after the date as of which such
amounts are credited to the Accounts. As of each Valuation Date,
the Plan Administrator shall provide the Participant with a
statement of his or her Account reflecting the income, gains and
losses (realized and unrealized), amounts of deferrals and
credits, and distributions of such Account since the prior
Valuation Date.
B. Investments. Each Participant's Account shall be invested in
shares of any open-end registered investment company for which
Putnam Investment Management, Inc. serves as investment advisor
or for which Putnam Mutual Funds Corp. is the principal
underwriter, or any other investment option selected by the Plan
Administrator, to include the Synovus Intermediate Term Bond
Fund, the Synovus Mid Cap Value Fund, and the Synovus Large Cap
Core Equity Fund. If any Participant or beneficiary makes an
investment selection, the Employer (or in the event of the
establishment of a trust hereunder, the trustee of such trust as
directed by the Employer) may follow such investment selection
but shall not be legally bound to do so.
C. Payments. Each Participant's Account shall be reduced by the
amount of any payment made to or on behalf of the Participant
under Article VI as of the date such payment is made.
4
D. Vesting. A Participant will at all times be 100% Vested in the
portion of his or her Account attributable to Elective Deferrals.
A Participant will be vested in the portion of his or her Account
attributable to Excess Benefit Credits from the Synovus Financial
Corp./Total System Services, Inc. Profit Sharing Plan or the
Synovus Financial Corp./Total System Services, Inc. Money
Purchase Pension Plan according to the following schedule, based
on his or her years of service with the Employer. A Participant's
years of service for this purpose will be determined by the
Administrator pursuant to uniform rules based on the time elapsed
since the Participant's commencement of employment with the
Employer or its affiliates.
Years of Service % Vested
---------------- --------
less than 5 0
5 or more 100
E. Forfeiture of non-Vested Amounts. To the extent that any
amounts credited to a Participant's Account are not Vested at
the time the Account becomes distributable under the Plan,
such non-Vested amounts shall be forfeited and may be used by
the Employer as future Discretionary Credits for other
Participants.
F. Special Elections. From time to time, Employer may offer
Participants the opportunity to exchange all or part of their
Accounts to other non-qualified benefits. Any such election shall
be evidenced by a separate written agreement between Employer and
the Participant that sets forth the details of the election. The
Account of each Participant who makes such an election will be
adjusted pursuant to the terms of the separate written agreement.
VI. PAYMENTS
A. Severe Financial Emergency. A Participant who believes he or she
is suffering a severe financial emergency may apply to the Plan
Administrator for a distribution under the Plan in order to
alleviate such emergency. The Plan Administrator, in its sole
discretion (but after taking into account, among other factors,
the nature and foreseeability of the alleged emergency, the
Participant's other resources, and the effect of making a
distribution on the intended tax status of the deferrals made
under the Plan), may direct the Employer to pay to the
Participant an amount which it determines is necessary or
appropriate, not to exceed the Vested portion of the
Participant's Account balance, and the Employer shall pay such
amount to the Participant in a single lump sum cash payment.
B. Timing of Distribution. If a Participant elects to have Elective
Deferrals made on his or her behalf for any Plan Year (or, if
Discretionary Credits will be made on his or her behalf for a
Plan Year regardless of whether Elective Deferrals are being made
for the Plan Year), the Participant may elect the timing of the
payment of all vested amounts credited to his or her Account from
one of the following two options:
5
1. the January 1 following a specified date, which must be at
least two years after the Plan Year for which the Elective
Deferrals or Discretionary Credits are made, or
2. as soon as reasonably practical following termination of
employment for any reason including retirement or death.
The foregoing election shall be made on a form approved or
prescribed by the Plan Administrator. Each such election may
be made or changed in the calendar year prior to the time when
the corresponding amounts in the Participant's Account are
payable or otherwise made available to the Participant.
If no new election is made hereunder with respect to any
deferrals or credits, the existing election as to time of
payment of such amounts shall remain effective for all amounts
deferred and credited thereafter until a new election is made
hereunder with respect to future deferrals. If no election is
in effect with respect to a portion of a Participant's
Account, payment will be made as soon as reasonably practical
following termination of employment for any reason including
retirement or death.
C. Beneficiary Designation. A Participant shall designate a
beneficiary who shall be entitled to receive any Vested amounts
remaining in the Participant's Account after his or death. Such
designation shall be made in writing on a form approved or
prescribed by the Plan Administrator, and may be changed by the
Participant at any time. If there is no such designation or no
designated beneficiary survives the Participant, payment shall be
made to the Participant's estate.
D. Form of Payment.
1. If a Participant elects to have Elective Deferrals made on
his or her behalf for any Plan Year (or, if Discretionary
Credits will be made on his or her behalf for a Plan Year
regardless of whether Elective Deferrals are being made for
the Plan Year), the Participant may also elect the form of
payment of all Vested amounts credited to his or her Account
under one of the following options:
a) a single lump sum payment; or
b) annual installments over a period elected by the
Participant up to 10 years, the amount of each
installment to equal the balance of his or her Account
immediately prior to the installment divided y the
number of installments remaining to be paid.
The foregoing election shall be made on a form approved or
prescribed by the Plan Administrator. Each such election may
be made or changed in
6
the calendar year prior to the time when the corresponding
amounts in the Participant's Account are payable or otherwise
made available to the Participant.
If no new election is made hereunder with respect to any
deferrals or credits, the existing election as to form of
payment of such amounts shall remain effective for all
amounts deferred and credited thereafter until a new election
is made hereunder with respect to future deferrals. If no
election is in effect with respect to a portion of a
Participant's Account, payment will be made in the form of
annual installments for a period of 10 years.
Payments under this Section shall be made in cash. Any such
election shall be made in such form and with such prior
notice as the Administrator may require. Regardless of the
Participant's election, if the Participant's vested Account
balance is less than or equal to $100,000, the distribution
will be made in a single lump sum payment.
VII. ADMINISTRATION
A. Plan Administrator; Interpretation. The Plan Administrator shall
oversee the administration of the Plan. The Plan Administrator
shall have complete discretionary control and authority to
administer all aspects of the Plan, including without limitation
the power to appoint agents and counsel, and to determine the
rights and benefits and all claims, demands and actions arising
out of the provisions of the Plan of any Participant,
beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan, in a manner
consistent with Section VII.B. The Plan Administrator shall have
the exclusive discretionary power to interpret the Plan and to
decide all matters under the Plan. Such interpretation and
decision shall be final, conclusive and binding on all
Participants and any person claiming under or through any
Participant, in the absence of clear and convincing evidence that
the Plan Administrator acted arbitrarily and capriciously. Any
individual serving as Plan Administrator, or on a committee
acting as Plan Administrator, who is a Participant will not vote
or act on any matter relating solely to himself or herself. When
making a determination or calculation, the Plan Administrator
shall be entitled to rely on information furnished by a
Participant, a beneficiary, or any other person or entity. The
Plan Administrator shall be deemed to be the plan administrator
with responsibility for complying with any reporting and
disclosure requirements of ERISA.
B. Claims Procedure.
1. In General. If any person believes he or she is being denied
any rights or benefits under the Plan, such person may file
a claim in writing with the Plan Administrator. If any such
claim is wholly or partially denied, the Plan Administrator
will notify such person of its decision in writing.
7
Such notification will contain (i) specific reasons for the
denial, (ii) specific reference to pertinent plan
provisions, (iii) a description of any additional material
or information necessary for such person to perfect such
claim and an explanation of why such material or information
is necessary and (iv) information as to the steps to be
taken if the person wishes to submit a request for review.
Such notification will be given within 90 days after the
claim is received by the Plan Administrator (or within 180
days, if special circumstances require an extension of time
for processing the claim, and if written notice of such
extension and circumstances is given to such person within
the initial 90 day period). If such notification is not
given within such period, the claim will be considered
denied as of the last day of such period and such person may
request a review of his or her claim.
2. Appeals. Within 60 days after the date on which a person
receives a written notice of a denied claim (or, if
applicable, within 60 days after the date on which such
denial is considered to have occurred) such person (or his
or her duly authorized representative) may (i) file a
written request with the Plan Administrator for a review of
his or her denied claim and of pertinent documents and (ii)
submit written issues and comments to the Plan
Administrator. The Plan Administrator will notify such
person of its decision in writing. Such notification will be
written in a manner calculated to be understood by such
person and will contain specific reasons for the decision as
well as specific references to pertinent plan provisions.
The decision on review will be made within 60 days after the
request for review is received by the Plan Administrator (or
within 120 days, if special circumstances require an
extension of time for processing the request, such as an
election by the Plan Administrator to hold a hearing, and if
written notice of such extension and circumstances is given
to such person within the initial 60 day period). If the
decision on review is not made within such period, the claim
will be considered denied.
C. Indemnification of Plan Administrator. The Employer agrees to
indemnify and to defend to the fullest extent permitted by law
any director, officer or employee of the Employer or any
affiliated company who serves as the Plan Administrator or as a
member of a committee appointed to serve as Plan Administrator,
or who assists the Plan Administrator in carrying out its duties
as part of his or her employment (including any such individual
who formerly served in any such capacity) against all
liabilities, damages, costs and expenses (including attorneys'
fees and amounts paid in settlement of any claims approved by the
Employer) occasioned by any act or omission to act in connection
with the Plan, if such act or omission is in good faith.
8
VIII. AMENDMENT AND TERMINATION
A. Amendments. The Employer shall have the right to amend the Plan
from time to time, subject to Section VIII.C, by an instrument in
writing which has been executed on the Employer's behalf by an
officer thereof or by vote of its Board of Directors.
B. Termination of Plan. This Plan is strictly a voluntary
undertaking on the part of the Employer and shall not be deemed
to constitute a contract between the Employer and any Eligible
Employee (or any other employee) or a consideration for, or an
inducement or condition of employment for, the performance of the
services by any Eligible Employee (or other employee). The
Employer reserves the right to terminate the Plan at any time,
subject to Section VIII.C, by an instrument in writing which has
been executed on said Employer's behalf by an officer thereof or
by vote of its Board of Directors.
C. Existing Rights. No amendment or termination of the Plan shall
adversely affect the rights of any Participant with respect to
amounts credited to his or her Account that are attributable to
Elective Deferrals or Discretionary Credits credited prior to the
date of such amendment or termination. Any termination of the
Plan will cause each Participant to be 100% Vested in his or her
Account, notwithstanding Section V.D.
D. Assignment. The rights and obligations of the Employer shall
enure to the benefit of and shall be binding upon its successors
and assigns.
IX. MISCELLANEOUS
A. No Funding. The Plan constitutes a mere promise by the Employer
to make benefit payments to such Participants and beneficiaries
in the future and Participants and beneficiaries shall have the
status of general unsecured creditors of the Employer. Any
Accounts established pursuant to the Plan shall remain the
property of the Employer until distributed, and nothing in the
Plan will otherwise be construed to create a trust or to obligate
the Employer or any other person to segregate a fund, purchase an
insurance contract, or in any other way currently to fund the
future payment of any benefits hereunder, nor will anything
herein be construed to give any employee or any other person
rights to any specific assets of the Employer or of any other
person. The Employer may, in its sole discretion, create a
grantor trust to pay its obligations hereunder, but shall have no
obligation to do so. In all events, it is the intent of the
Employer that the Plan be treated as unfunded for tax purposes
and for purposes of Title I of ERISA.
B. Nonassignability. None of the benefits, payments, proceeds or
claims of any Participant or beneficiary shall be subject to any
claim of any creditor of any Participant or beneficiary and, in
particular, the same shall not be subject to attachment or
garnishment or other legal process by any creditor of such
9
Participant or beneficiary, nor shall any Participant or
beneficiary have any right to alienate, anticipate, commute,
pledge, encumber, sell, transfer or assign any of the benefits or
payments or proceeds which he may expect to receive, contingently
or otherwise, under the Plan.
C. Limitation of Participants' Rights. Participation in the Plan
shall not give any Eligible Employee the right to be retained in
the employ of the Employer or any right or interest in the Plan
other than as herein provided. The Employer reserves the right to
dismiss any Eligible Employee without any liability for any claim
against the Employer, except to the extent provided herein.
D. Receipt and Release. Any payment to any Participant or
beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims
against the Employer and the Plan Administrator under the Plan,
and the Plan Administrator may require such Participant or
beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. If any Participant or
beneficiary is determined by the Plan Administrator to be
incompetent by reason of physical or mental disability (including
minority) to give a valid receipt and release, the Plan
Administrator may cause the payment or payments becoming due to
such person to be made to another person for his or her benefit
without responsibility on the part of the Plan Administrator or
the Employer to follow the application of such funds.
E. Government Regulations. It is intended that this Plan will comply
with all applicable laws and government regulations, and the
Employer shall not be obligated to perform an obligation
hereunder in any case where, in the opinion of the Employer's
counsel, such performance would result in the violation of any
law or regulation.
F. Governing Law. The Plan shall be construed, administered, and
governed in all respects under and by the laws of the State of
Georgia. If any provision shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.
G. Headings and Subheadings. Headings and subheadings in this Plan
are inserted for convenience only and are not to be considered in
the construction of the provisions hereof.
IN WITNESS WHEREOF, the Employer has caused the Plan to be executed by
its duly authorized officer this 2 day of Jan. , 2002.
Synovus Financial Corp.
By: /s/Steven C. Evans
Title: Senior Vice President