(TSYS logo)NEWS RELEASE
Total System Services Inc. (Service Mark)

For Immediate Release


Contacts:         Betsy Helgager               or      Danita Gibson
                  Senior Account Executive             Corporate Communications
                  Ketchum Public Relations             TSYS Marketing
                  (404) 877-1827                       (706) 649-5578


                     TOTAL SYSTEM SERVICES AND VISA U.S.A.
                     TO LAUNCH MERCHANT PROCESSING COMPANY

NEW YORK, August 16, 1995 -- Total System Services, Inc. (TSYS),  (NYSE:TSS) and
Visa U.S.A.  today  announced an agreement in principle to merge their  merchant
processing operations.  The planned venture forms a powerful new independent and
stand-alone  processing company to offer  fully-integrated  merchant transaction
and related electronic  information services to financial institutions and their
merchant  customers.  The combined  functions  and business of the two companies
will immediately create a new competitive force in the marketplace.

The pact brings together two of the leading providers in the electronic payments
industry.  Merchant Bank  Services,  (MBS),  the Visa U.S.A.  affiliate,  is the
nation's  largest  provider  of  front-end  point-of-sale  services.  Since  its
inception in 1992, MBS has become a major force in the point-of-sale business by
delivering front-end processing services that have enabled banks to maintain and
grow profitable  merchant processing  operations.  On the back-office side, TSYS
contributes  world-renowned  merchant accounting,  billing options and reporting
systems. TSYS is one of the world's leading credit, debit and private-label card
processing companies, serving card issuing and acquiring institutions throughout
the United States, Mexico, Puerto Rico and Canada.

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TSYS/VISA To Launch Merchant Processing Company
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Operating  as  a  for-profit   company,   the  new  organization  will  offer  a
comprehensive,  flexible  outsourcing  solution to organizations  engaged in the
acceptance  and  processing  of payment card  transactions.  Its wide variety of
services  will include  front-end  electronic  authorization  and data  capture,
merchant accounting,  billing options,  settlement and reconciliation,  customer
service and exception processing, and a variety of merchant and bank back-office
services.

Today, technological advancements and changes in consumer behavior are fueling a
proliferation of new payment products and card acceptance  markets -- creating a
dynamic  transaction   processing   environment.   While  banks  have  typically
outsourced  the  front-end  point-of-sale  functions,  many are now  looking  to
outsource  the  back-office  operations  as well.  To meet this demand,  the new
company will offer a "one-stop-shopping," full-function acquiring solution.

The  services  provided  by  the  new  organization  will  fill  a  void  in the
marketplace,  offering  attractive,  cost-effective,  turn-key  alternatives for
financial  institutions  wishing to outsource  their merchant  business  without
sacrificing their customer relationships or their profitability. The new company
will leverage its economies of scale to provide vertically-integrated processing
solutions  designed to strengthen  the banks'  relationship  with their merchant
customers.

The  companies,  which have  enjoyed a  beneficial  long-standing  relationship,
identified  the  opportunity  to better serve their mutual  customers by joining
forces  to  create  a  jointly-owned  company.  The  new  organization  will  be
structured  with  an  independent  management  team  and  a  separate  Board  of
Directors.  Interim  business  contacts for the new company are Rosalind Fisher,
President, Merchant Bank Services and Philip W.
Tomlinson, President, Total System Services.

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TSYS/VISA To Launch Merchant Processing Company
page 3

According  to  Visa  U.S.A.  President  and  Chief  Executive  Officer,  Carl F.
Pascarella,  partnering  with Total System is a powerful  opportunity to combine
the highly  complementary  businesses  of market  leaders  who share a strategic
commitment to supporting banks in the transaction acquiring business. "Both Visa
and Total System are  dedicated to providing  an  outsourcing  alternative  that
keeps banks in the driver's seat --allowing them to strengthen the all-important
relationships  they share with their merchants," said Pascarella.  "Total System
has a sterling reputation for high-quality  service and customer support. We are
excited at the opportunity to join forces with them and add another  competitive
dimension to the marketplace."

Commenting on the  announcement,  Richard W. Ussery,  TSYS Chairman of the Board
and Chief Executive Officer,  said, "As the transaction  processing business has
become more technology  intensive,  banks have  outsourced  more functions.  The
combined  expertise of TSYS and Visa will provide banks with an attractive array
of cost-effective  processing services that will help them remain competitive in
the payment and information business."

Headquartered in Columbus, Ga., TSYS is one of the world's largest credit, debit
and private-label  card processing  companies,  serving 139 primary card issuing
and acquiring  institutions  located throughout the United States,  Puerto Rico,
Canada and Mexico,  representing approximately 56 million cardholder and 600,000
merchant  accounts.  TSYS  provides  a  comprehensive  on-line  system  of  data
processing services marketed as THE TOTAL SYSTEM SM.  TSYS 1994 revenues totaled
$187.6  million;  the company is an 80.8  percent  owned  subsidiary  of Synovus
Financial  Corp.  (NYSE:SNV),  a $7.6 billion  asset,  multi-financial  services
company  that also  includes 34  affiliates  in four  Southeastern  states and a
full-service brokerage firm.

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TSYS/VISA To Launch Merchant Processing Company
page 4

Merchant Bank Services is a separate member-owned, not-for-profit company formed
by Visa  U.S.A.  to serve  as the  primary  United  States  distributor  of Visa
merchant  processing  services and to enhance Visa member bank  profitability in
the merchant business.  In 1994,  Merchant Bank Services processed more than 1.6
billion point-of-sale transactions.

Visa  is  the  world's   largest   consumer   payment   system   provider.   San
Francisco-based  Visa and its 19,000  member  financial  institutions  worldwide
serve more than 12 million  merchants  and service more than 405 million  cards,
including  206.2  million  in the U.S.  In 1994,  Visa card  (credit  and debit)
transactions  totaled  more  than  $630  billion  worldwide.  Visa also owns and
operates Visa/PLUS, the largest global automated teller machine (ATM) network.

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