N  E  W  S          R  E  L  E  A  S  E


For Immediate Release


 Contacts:Danita Gibson-Lloyd          Albert Coscia    Virginia Lewis
          Total System Services, Inc.  Visa U.S.A.      Ketchum Public Relations
          (706) 649-5578               (415) 432-2039   (404) 877-1842


            Vital Processing Services To Begin Operations Immediately
            Fred O. Gumbel Named President & Chief Executive Officer


Columbus, Ga. and San Francisco,  May 20, 1996---Total System Services, Inc. SM,
(TSYS(R)) (NYSE:  "TSS"),  and Visa U.S.A. today announced the completion of the
merger  of their  merchant  processing  operations,  creating  Vital  Processing
Services L.L.C. (Vital).

         In late  1995,  the two  companies  announced  their  intent to form an
independent joint venture company to offer fully-integrated merchant transaction
and related electronic  information services to financial institutions and their
merchant customers.

         Vital  will  begin  operations  immediately,  and there will not be any
interruption  in service for existing  customers.  The company will be headed by
Fred O. Gumbel,  former President of EDS' Electronic Commerce Strategic Business
Unit,  who  has  been  named  President  and  CEO.  A  prominent  figure  in the
transaction  processing  industry,  Mr.  Gumbel  brings  more  than 19  years of
experience to Vital. In addition to the CEO, the Board of Directors will include
Philip W. Tomlinson,  President, TSYS; James B. Lipham, Executive Vice President
& CFO, TSYS; Carl F.  Pascarella,  President & CEO, Visa U.S.A.;  and William E.
Stewart, Executive Vice President, Visa U.S.A.

                                  - more -







Vital/page 2

         Vital  combines  the  forces  of 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  (POS)
services.  Since 1992,  MBS has enabled  banks to maintain  and grow  profitable
merchant  processing  operations  by  providing  value-added  POS  services  and
support.  On the back- office side, TSYS  contributes  technologically  advanced
merchant accounting,  billing options and reporting systems.  TSYS is one of the
world's  leading  credit,  debit and private  label card  processing  companies,
serving financial institutions throughout the United States, Mexico, Puerto Rico
and Canada. In 1995, the combined merchant processing businesses of MBS and TSYS
exceeded 2.8 billion transactions.

         Revenues  from  the  combined  functions  and  businesses  of  the  two
companies are expected to be approximately $100 million in Vital's first year of
operation, making the company a strong competitive force in the marketplace. The
company will begin  operations  with a staff of nearly 400 employees and will be
headquartered  in Tempe,  Ariz.  where  plans  are  currently  underway  for the
construction of a new corporate facility.

         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: accounting and reporting,  settlement and reconciliation,
customer  service and exception  processing,  and a variety of merchant and bank
back- office services.

          "Vital  Processing  Services  is  the  perfect  solution  for  today's
increasingly  competitive   marketplace,   enabling  financial  institutions  to
outsource   their  merchant   business   without   sacrificing   their  customer
relationships  or their  bottom  lines,"  said  President  and  Chief  Executive
Officer,  Visa U.S.A.,  Carl F.  Pascarella.  "Vital is uniquely  positioned  to
leverage  its  economies  of scale,  infrastructure,  and  expertise  to provide
value-added  processing  solutions that strengthen the banks' relationships with
their merchant customers," Pascarella said.

                                  - more -






Vital/page 3

         Commenting on the announcement, Richard W. Ussery, TSYS Chairman of the
Board and Chief  Executive  Officer,  said,  "The  merging  of these two  market
leaders  truly  creates  synergies  within Vital and  generates a new and unique
processing  alternative  to the acquiring  marketplace.  We believe the combined
critical  mass of these two  leaders,  along  with  their  innovative  services,
positions  Vital well in the payment system  marketplace.  We also are confident
that under the demonstrated  expertise and leadership of Fred Gumbel, Vital will
flourish."

         Headquartered  in  Columbus,  Ga.,  TSYS is one of the world's  largest
credit, debit and private- label card processing companies, serving card issuing
and acquiring  institutions  located throughout the United States,  Puerto Rico,
Canada and Mexico, representing more than 68 million cardholder and over 635,000
merchant  accounts.  TSYS  provides  a  comprehensive  on-line  system  of  data
processing services marketed as THE TOTAL SYSTEM SM. TSYS' 1995 revenues totaled
$249.7  million.  The company is an 80.8  percent  owned  subsidiary  of Synovus
Financial Corp. (NYSE- "SNV"), an $8.0 billion asset,  multi-financial  services
company that also includes 34 banking affiliates in four Southeastern  states, a
full-service  brokerage  firm, a  comprehensive  trust  services  provider and a
mortgage services company. Synovus' Internet address is http://www.snv.com.

         Headquartered  in the San  Francisco  Bay  Area,  Visa  is the  world's
largest  consumer  payment  system.  It plays a pivotal role in  developing  and
implementing  new   technologies   that  benefit  its  19,000  member  financial
institutions  and  their  cardholders,  business,  governments  and  the  global
economy. Visa's 464 million cards are accepted by more than 12 million merchants
worldwide.  The  Visa/Plus  network  consists of more than  278,000  ATMs in 100
countries. Visa's Internet address is http://www.visa.com.

                                       ###