TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF FEBRUARY 24, 2000
The name of this plan is the Total System Services, Inc. Director Stock
Purchase Plan (the "Plan"). The purpose of the Plan is to enable Total System
Services, Inc. ("TSYS") to promote interest in its success, growth and
development by providing directors of TSYS a convenient means of purchasing
shares of TSYS Common Stock in the open market, by means of voluntary
contributions and 50% matching contributions from TSYS.
ARTICLE I
DEFINITIONS
A. TSYS Common Stock: The shares of common stock of the par value of $.10
per share of TSYS, and any shares which may be issued and exchanged for or upon
a change of such shares whether in subdivision or in combination thereof and
whether as a part of a classification or reclassification thereof, or otherwise.
B. TSYS: Total System Services, Inc.
C. Company: Total System Services, Inc.
D. Contribution Date: The date in each calendar month on which Participant
contributions to the Plan shall be made.
E. Effective Date of the Plan: February 24, 2000.
F. Director: Any person who currently serves or in the future shall be
elected to serve as a member, advisory member or emeritus member of the Board of
Directors of TSYS who receive compensation as fees or other cash remuneration
for serving in such capacity.
G. Offering Period: The last fifteen days of each calendar quarter during
which Directors may elect to begin participation in the Plan.
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I. Participant: A Director who shall have become a Participant in the Plan
by submitting to the Agent through TSYS an Automatic Transfer Contribution Form
or a cash contribution and whose participation in the Plan shall not have been
terminated.
J. Automatic Transfer Contribution Form: The form which a Participant
forwards to the Agent through TSYS so as to participate in the Plan. This form
shall contain a description, including the account number, of the demand deposit
account maintained by the Participant from which the Participant desires his
Participant contribution to the Agent of the Plan to be made by automatic
transfer.
K. Plan Year: The period commencing on January 1st of each year and ending
on December 31st of each year.
L. Stock Share Account: The separate account which is required to be
established and maintained with respect to each Participant for the purpose of
recording TSYS Common Stock purchased for and allocated to the Participant under
the Plan.
M. Agent of the Plan, or Agent: State Street Bank and Trust Company, as the
Agent of the Plan, and any duly appointed successor Agent.
ARTICLE II
PARTICIPATION
A Director may become a Participant in the Plan during an Offering
Period by submitting an Automatic Transfer Contribution Form or a cash
contribution to the Agent of the Plan through TSYS.
ARTICLE III
PARTICIPANT CONTRIBUTIONS
Participants may contribute to the Plan by submitting an Automatic Transfer
Contribution
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Form or cash contributions at the participation levels shown below to the Agent
of the Plan through TSYS.
In connection with the Participant automatic transfer contribution
procedure, automatic transfer contributions to the Agent of the Plan shall be
made on either a monthly or a quarterly basis, as designated by the Participant,
by the financial services institution which maintains the demand deposit account
designated by the Participant to be the source of such contributions according
to the following schedule of levels of participation:
Participant
Participation Level Contribution Monthly/Quarterly
------------------- ------------ -----------------
A $ 333.33 Monthly
B $1,000.00 Monthly
C $1,666.67 Monthly
D $5,000.00 Quarterly
Automatic transfer contributions shall be made only on Contribution Dates.
The Agent of the Plan and TSYS shall have sole and absolute discretion in the
determination of the Contribution Date upon which the automatic transfer
contributions of Participants in the Plan shall be made.
Automatic transfer contributions may be authorized only during an Offering
Period and only by submitting an Automatic Transfer Contribution Form to the
Agent through TSYS. A Participant may change the participation level of his or
her automatic transfer contribution by submitting a new Automatic Transfer
Contribution Form to the Agent through TSYS at least fifteen days prior to a
Contribution Date. Automatic Transfer Contributions may be terminated pursuant
to Article XIII hereof. TSYS shall remit Participant's Automatic Transfer
Contributions to the Agent on the appropriate Contribution Date.
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ARTICLE IV
TSYS' MATCHING CONTRIBUTIONS
TSYS shall make contributions to the Plan for each of their Directors who
are Participants in the Plan.
In connection with the Participant automatic transfer contribution
procedure, TSYS' contributions to the Agent of the Plan for the Directors who
are Participants in the Plan shall be made on the Contribution Date, on either a
monthly or a quarterly basis, in accordance with such Participant's designation
for his or her Participant contribution. Cash contributions and automatic
transfer contributions for such Participants will be made according to the
following schedule of levels of participation:
Participation Level TSYS Contribution Monthly/Quarterly
------------------- ----------------- -----------------
A $ 166.67 Monthly
B $ 500.00 Monthly
C $ 833.33 Monthly
D $2,500.00 Quarterly
As TSYS contributions to the Plan must be treated by the Participants for
whom such contributions are made as compensation for serving as Directors, such
amount will be reflected on the Form 1099 furnished to Directors annually by
TSYS.
ARTICLE V
ADMINISTRATION OF PLAN
The Plan shall be administered by TSYS. TSYS may, from time to time,
adopt rules and regulations not inconsistent with the Plan for carrying out the
Plan or for providing for any and all matters not specifically covered herein.
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The functions and duties of TSYS in general, are as follows:
(a) To establish rules for the administration and make
interpretations of the Plan, which rules and interpretations will
apply to all Participants similarly situated.
(b) To make provision for payment of contributions to the Agent of
the Plan.
(c) To maintain, with the assistance of the Agent of the Plan,
records, including, but not limited to, those with respect to
Participant contributions and TSYS contributions and dividends
paid to the Agent of the Plan.
(d) To file with the appropriate governmental agencies any and all
reports and notifications required of the Plan and to provide all
Participants with any and all reports and notifications to which
they are by law entitled.
(e) To engage a certified public accountant to perform an annual
audit of the Plan.
(f) To give prompt notification to the Agent of the effectiveness,
the initiation of proceedings which could result in the
termination of effectiveness and the termination of effectiveness
of registration, exemption or qualification of the Plan and/or
the TSYS Common Stock offered thereunder under federal and
applicable state securities laws.
(g) To receive from and, upon its approval thereof, to promptly
forward to the Agent of the Plan the written requests of
Participants for the issuance of stock certificates for all or
part of the full number of shares of TSYS Common Stock in such
Participants' Stock Share Accounts.
(h) To give prompt notification to the Agent of the Plan of the
termination of the participation of any Participant in the Plan
for any reason whatsoever.
(i) To perform any and all other functions reasonably necessary to
administer the Plan.
TSYS shall indemnify each employee of TSYS involved in the administration
of the Plan against all costs, expenses and liabilities, including attorneys'
fees, incurred in connection with any action, suit or proceeding instituted
against such employee alleging any act or omission or
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commission performed by such employee while acting in good faith in discharging
his or her duties with respect to the Plan. This indemnification is limited to
the extent such costs and expenses are not covered under insurance as may be now
or hereafter provided by TSYS.
ARTICLE VI
AGENT OF THE PLAN
The Agent of the Plan shall be State Street Bank and Trust Company, and any
Successor Agent appointed by TSYS.
The Agent shall receive all contributions made by TSYS and Participants in
cash only. All contributions so received, ("Fund"), shall be held, managed, and
administered pursuant to the terms of the Plan. No part of the Fund shall be
used for or diverted to purposes other than for the exclusive benefit of the
Participants and former Participants in the Plan.
Any Agent of the Plan may be removed by TSYS at any time. Any Agent of the
Plan may resign at any time upon 120 days notice in writing to TSYS. Upon
removal or resignation of such Agent, TSYS shall appoint a successor Agent of
the Plan who shall have the same powers and duties as those conferred upon the
Agent hereunder. Upon acceptance of such appointment by the successor Agent, the
predecessor Agent shall assign, transfer, and pay over to such successor Agent
the funds and properties then constituting the Fund and any and all records it
might have with regard to the Fund and the administration of the Fund.
Any corporation into which any corporate agent may be merged or with which
it may be consolidated, or any corporation resulting from any merger or
consolidation to which any corporate agent may be a party, or any corporation to
which all or substantially all of the business of any corporate agent may be
transferred, shall be the successor of such agent
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without the filing of any instrument or performance of any further act.
The Agent of the Plan shall have the following powers and authority in the
administration and investment of the Fund:
(a) To purchase for the benefit of the Participants in the Plan shares of
TSYS Common Stock in its name as Agent of the Plan, to retain the same and
shares of TSYS Common Stock previously acquired under the Existing Plan and to
cause such shares to be disposed of pursuant to the terms of the Plan.
(b) To cause any TSYS Common Stock held as part of the Fund to be
registered in the Agent's own name or in the name of one or more nominees, but
the books and records of the Agent shall at all times show that all such
investments are part of the Fund.
(c) To keep such portions of the Fund in cash or cash balances as the
Agent, from time to time, may in its sole discretion deem to be in the best
interests of the Participants in the Plan without liability for interest
thereon.
(d) To make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any and all other instruments as may be necessary or
appropriate to carry out the powers herein granted.
(e) To employ subagents to engage in the actual purchase of TSYS Common
Stock for the benefit of the Participants in the Plan.
(f) To do all such acts, take all such proceedings, and exercise all such
rights and privileges, although not specifically mentioned herein, as the Agent
of the Plan may deem necessary or desirable to administer the Fund, and to carry
out and satisfy the purposes and intent of the Plan.
The Agent shall keep accurate and detailed accounts of all receipts,
disbursements, and other transactions hereunder, including, but not limited to,
Participant and TSYS contributions
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received, dividends and other distributions received, and TSYS Common Stock
purchased, allocated and held for, and TSYS Common Stock distributed to,
Participants hereunder. All accounts, books, and records relating to such
transactions shall be open to inspection and audit at all reasonable times by
any person designated by TSYS.
On or before the fifteenth day following the close of each month or upon
such other reporting schedules and for such other reporting periods as TSYS and
the Agent of the Plan shall agree, the Agent shall file with TSYS a written
report setting forth all receipts, disbursements, and other transactions
effected during such preceding month or reporting period, and setting forth the
current status of the Fund.
ARTICLE VII
STOCK PURCHASE
The Agent of the Plan shall purchase shares of TSYS Common Stock in the
open market for the benefit of the Participants in the Plan.
In the event that the Agent retains the services of subagents to make such
purchases of shares of TSYS Common Stock, such subagents shall not be controlled
by, controlling or under common control with TSYS or its affiliates. Neither
TSYS nor any of its affiliates shall have, nor exercise, directly or indirectly,
any control or influence over the times when, or the prices at which, TSYS
Common Stock may be purchased by the Agent or its subagents, the amounts of TSYS
Common Stock to be so purchased or the manner in which such TSYS Common Stock is
to be purchased. The Agent may retain the services of said subagents only upon
the execution of subagency agreements by and between the Agent and subagents
which sets forth terms and conditions not materially different from those
contained herein with regard to the purchase of TSYS Common Stock.
Neither the Agent of the Plan, TSYS, nor any subagent retained by the Agent
shall have
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any responsibility as to the value of TSYS Common Stock acquired under the Plan.
The duties of the Agent and any subagent to cause the purchase of TSYS Common
Stock under the Plan shall be subject to any and all legal restrictions or
limitations imposed at the time by governmental authority, including, but not
limited to, the Securities and Exchange Commission, and shall be subject to any
other restrictions, limitations or considerations deemed valid by such Agent or
any subagent. Accordingly, neither the Agent of the Plan, TSYS, nor any subagent
shall be liable in any way if, as a result of such restrictions, limitations or
considerations, the whole amount of funds available under the Plan for the
purchase of TSYS Common Stock is not applied to the purchase of such shares at
the time herein otherwise provided or contemplated.
ARTICLE VIII
ALLOCATION OF STOCK
As promptly as practical after each purchase by the Agent (or any
subagents) of TSYS Common Stock for the benefit of the Participants in the Plan,
the Agent of the Plan shall determine the average cost per share of all shares
so purchased. The Agent shall then ratably allocate such shares to the Stock
Share Accounts of the Participants, charging each such Participant with the
average cost, including transactional costs, of the shares so allocated. Full
shares and fractional share interests in one share (to three decimal places)
shall be allocated.
ARTICLE IX
ISSUANCE OF SHARES OF STOCK CERTIFICATES AND/OR CASH
A Participant may request that the Agent issue shares or sell shares for
all or a part of the full number of shares of TSYS Common Stock in a
Participant's Stock Share Account. As promptly as practicable, in accordance
with and after receipt by the Agent of such Participant's request, the Agent
will (1) issue such shares to such Participant, to the Participant's TSYS
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Dividend Reinvestment and Direct Stock Purchase Plan account, or to any person
or brokerage account designated in writing by such Participant; or (2) sell all
or the specified number of shares, deduct brokerage commissions and a
transaction charge, and mail a check for the net proceeds to the Participant.
The Agent will notify TSYS of such issuance or sale of shares. The Participant
request must clearly indicate the number of shares to be issued or sold, or
specify that all shares held in such Participant's Stock Share Account are to be
issued or sold; otherwise, the Agent shall return such request to TSYS without
issuing or selling any shares in such Participant's account. No Participant
shall have the authority or power to direct the date or sales price at which
shares may be sold.
ARTICLE X
DIVIDENDS AND DISTRIBUTIONS
Stock dividends and stock splits received by the Agent of the Plan will be
allocated by such Agent to each Participant's Stock Share Account to the extent
that such stock is attributable to the allocated TSYS Common Stock in such
Participant's Stock Share Account. Cash dividends received by the Agent of the
Plan shall be used to acquire additional shares of TSYS Common Stock pursuant to
the provisions of the Plan, and such shares so acquired will be allocated
ratably to the Stock Share Accounts of Participants.
ARTICLE XI
VOTING RIGHTS
Each Participant in the Plan shall have the rights and powers of ordinary
shareholders with respect to the shares of TSYS Common Stock in such
Participant's Stock Share Account, including, but not limited to, the right to
vote such shares. TSYS shall deliver or cause to be delivered to the
Participants in the Plan at the time and in the manner such materials are sent
to TSYS shareholders generally all reports, proxy solicitation materials and all
other disclosure
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type communications distributed to TSYS shareholders generally.
ARTICLE XII
REPORTS TO PARTICIPANTS
As soon as practical following the end of each Plan Year, or more often and
as often as TSYS may elect, TSYS and/or the Agent of the Plan shall send to each
Participant a written report of all transactions for such Participant's benefit
under the Plan for such Plan year.
ARTICLE XIII
TERMINATION OF PARTICIPATION IN PLAN
A Participant may terminate his or her participation in the Plan by
contacting TSYS at least fifteen (15) days prior to a Contribution Date. TSYS
will communicate the Participant's request to the Agent. As promptly as
practical, the Agent of the Plan, will, in accordance with the instructions of
such former Participant, (1) issue the number of full shares of TSYS Common
Stock allocated to his or her Stock Share Account, together with a check for any
fractional share interests and any remaining cash balance to the Participant or
to the Participant's TSYS Dividend Reinvestment and Direct Stock Purchase Plan
Account or other person or brokerage account designated by the Participant in
writing; or (2) issue a check made payable to the Participant for the net cash
proceeds from the sale of such shares, after deduction of brokerage commissions
and a transaction charge. The Agent will notify TSYS of such issuance or sale of
shares. If a Participant terminates his or her participation in the Plan, such
Participant may not re-enter the Plan until the expiration of a six month
waiting period.
Assignments or pledges of any interests under the Plan are not allowed.
ARTICLE XIV
TERMINATION OF STATUS AS A DIRECTOR
Participation in the Plan shall automatically terminate without notice upon
termination
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of the Participant's status as a Director whether by death, retirement,
resignation or otherwise. If termination is other than by death, the Agent of
the Plan will, in accordance with the Participant's instructions, as promptly as
practical, (1) issue the number of full shares of TSYS Common Stock allocated to
his Stock Share Account and not previously distributed, together with a check
for any fractional share interests and any remaining cash balance to the
Participant or to the Participant's TSYS Dividend Reinvestment and Direct Stock
Purchase Plan Account or other person or brokerage account designated by the
Participant in writing; or (2) issue a check made payable to the Participant for
the net cash proceeds from the sale of such shares, after deduction of brokerage
commissions and a transaction charge. The Agent will notify TSYS of such
issuance or sale of shares. If no such instructions are provided by the former
Participant, the shares will be delivered in certificate form to the former
Participant at his or her last known address.
If termination is by reason of death, settlement shall be made by the
Agent, as promptly as practical and after notification and approval by TSYS and
will be to the Participant's duly appointed legal representative after
satisfaction of any applicable legal requirements.
ARTICLE XV
EXPENSES
TSYS shall bear the cost of administering the Plan, including any transfer
taxes incurred in transferring the TSYS Common Stock from the Plan to the
Participants. Any broker's fees, commissions, postage or other transaction costs
actually incurred will be included in the cost of the TSYS Common Stock to
Participants.
ARTICLE XVI
LIMITATION ON THE SALE OF STOCK
No TSYS Common Stock will be offered or sold under the Plan to any Director
in any
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state where the sale of such stock is not permitted under the applicable laws of
such state. For purposes of this Article XVI, the offering or sale of stock is
not permitted under the applicable laws of a state if, inter alia, the
securities laws of such state would require the Plan and/or the TSYS Common
Stock offered pursuant thereto, to be registered in such state and the Plan
and/or TSYS Common Stock is not registered therein.
ARTICLE XVII
AMENDMENT, TERMINATION AND SUSPENSION OF THE PLAN
The formula provisions of the Plan relating to Participant and TSYS
contributions as set forth in Article III and Article IV, respectively, of the
Plan may not be amended more than once every six months, other than to comport
with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder. With the exception of the restrictions
set forth in the previous sentence, TSYS reserves the right to amend the Plan at
any time; however, no amendment shall affect or diminish any Participant's right
to the benefit of contributions made by such Participant or TSYS prior to the
date of such amendment, and no amendment shall affect the authority, duties,
rights, liabilities or indemnities of the Agent of the Plan without the Agent's
prior written consent.
TSYS reserves the right to terminate the Plan. In such event, there will be
no further Participant contributions and no further TSYS contributions, but the
Agent of the Plan will make purchases of TSYS Common Stock out of available
funds and will allocate such stock to the Stock Share Accounts of the
Participants in the usual manner. Upon termination of the Plan, distributions of
TSYS Common Stock and any cash held as a part of the fund shall be governed by
the provisions of Article XIV hereof.
TSYS reserves the right to suspend its contributions to the Plan if the
Board of Directors
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of TSYS feels that the financial condition of TSYS warrants such suspension.
Such suspension shall remain in effect until such time as TSYS' Board of
Directors determines that the financial condition of TSYS warrants the
restoration of the Plan to full active status. During the time TSYS
contributions are suspended, TSYS' Board of Directors shall determine whether
Participant contributions are to be continued or suspended. If TSYS' Board of
Directors permits the continuance of Participant contributions, each Participant
may elect to continue or suspend Participant contributions on his or her own
behalf. If the Participant elects to continue to make Participant contributions
while TSYS contributions are suspended, TSYS shall be under no obligation at any
future date to make contributions with respect to such Participant's
contributions made during such period of suspension. During any period of
suspension under this Article XVII, the Plan shall continue normal operation to
the extent practical.
ARTICLE XVIII
SUSPENSION OR TERMINATION IF
STOCK PURCHASE IS PROHIBITED
In addition to all rights to terminate or suspend the Plan otherwise
reserved herein, it is understood that the Plan may be suspended or terminated
at any time or from time to time by TSYS' Board of Directors if the Plan's
continuance would, for any reason, be prohibited under any federal and state law
even though such prohibition arises because of some act on the part of TSYS,
including, but not limited to, TSYS engaging in a distribution of securities. If
the Plan is suspended under this Article XVIII, no TSYS contributions or
Participant contributions shall be made and no TSYS Common Stock shall be
purchased until the Plan is restored to an active status. If the Plan is
terminated pursuant to this Article XVIII, there shall be no further Participant
contributions and no further TSYS contributions and there shall be no additional
purchases of TSYS Common Stock. As soon as practical after the termination
pursuant to this
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Article XVIII, distribution of TSYS Common Stock and any cash held as a part of
the Fund shall be governed by the provisions of Article XIV hereof.
ARTICLE XIX
CONSTRUCTION
This Plan shall be governed by and construed under the laws of the State of
Georgia. IN WITNESS WHEREOF, TSYS has caused this Agreement to be executed by
its duly authorized officer as of the month, day and year first above written.
TOTAL SYSTEM SERVICES, INC.
By: /s/ Richard W. Ussery
Title: Chairman of the Board/Chief
Executive Officer
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