TSS Total System Services

Summary of the Plan

ENROLLMENT:

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REINVESTMENT OF DIVIDENDS: You can reinvest all or, if you own 100 shares or more of TSYS stock, a portion of your cash dividends toward the purchase of additional shares of TSYS stock without paying trading fees. Full investment of your dividends is possible because TSYS will credit your account with both whole and fractional shares. TSYS pays dividends on both whole shares and fractional shares.

OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy additional shares of TSYS stock for fees that are typically lower than those charged by stock brokers. You can invest a minimum of $50 at any one time, up to $250,000 in the aggregate per calendar year. You can pay by check or have your payment automatically withdrawn from your bank account as an individual or ongoing monthly debit. Full investment of your cash contribution is possible because TSYS will credit your account with both whole and fractional shares. TSYS pays dividends on both whole shares and fractional shares.

SAFEKEEPING OF CERTIFICATES: You can deposit your TSYS stock certificates for safekeeping at no cost to you. A certificate for the shares held in safekeeping will be sent to you, free of charge, upon request.

SELL SHARES CONVENIENTLY: If you choose to sell the TSYS stock held in your Plan account, you will pay fees lower than those typically charged by stockbrokers.

GIFTS OR TRANSFERS OF SHARES: You can give or transfer your TSYS shares to others through the Plan at no charge.

TRACKING YOUR INVESTMENT: You will receive a Plan statement or a notification after each transaction. Statements provide the details of the transaction and show the share balance in your Plan account. You will also have access to your account online over the Internet. You can verify your account balance, change your dividend election, conduct purchase or sale transactions or request a statement at any time by visiting www.astfinancial.com.

Administrator of the Plan

TSYS has designated American Stock Transfer & Trust Company, LLC (the “Administrator” or “AST”) to administer the Plan and act as agent for the participants.

The Administrator may be contacted as detailed below.

Inquiries

For information about the Plan:

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Internet

You can obtain information about your TSYS account online via www.astfinancial.com. To gain access, you will need your Social Security number and AST ten (10) digit account number. You may also apply for a personal identification number, or PIN, online.

Telephone

You may contact the Administrator at the following toll-free number within the United States and Canada:

1-877-833-6707

An automated voice response system is available 24 hours a day, 7 days a week. Customer Service Representatives are available from 8:00 a.m. to 7:00 p.m., Eastern Time, Monday through Friday (except holidays).

Written Inquires

You may make written inquiries of the Administrator at the following address:

American Stock Transfer & Trust Company, LLC

Attn: Shareholder Relations Department

6201 15 ^th Avenue

Brooklyn, New York 11219

You may also make Plan transactions by contacting the Administrator at the following address:

American Stock Transfer & Trust Company, LLC

Attn: Plan Administration Department

P.O. Box 922

Wall Street Station

New York, New York 10269-0560

Be sure to include your name, address, daytime phone number and a reference to TSYS on all correspondence.

Commonly Asked Questions

Am I eligible to join the Plan?

You are eligible to participate in the Plan if you meet the requirements outlined below. If you live outside the U.S., you should first determine if there are any governmental regulations that would prohibit your participation in the Plan.

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If you do not currently own any TSYS stock , you can join the Plan by making an initial investment of at least $250, but not more than $250,000. You can get started in the Plan by returning a completed Enrollment Form to the Administrator along with your check payable to Total System Services, Inc./AST or by enrolling online through AST at www.astfinancial.com, under “For Shareholders” then “Buy Shares Direct.” You can also access the Plan enrollment process from the TSYS web site, www.tsys.com, at the Shareholder Services section found under Investor Relations. Your initial investment can be made by authorizing a one-time automatic deduction or by authorizing the automatic monthly investment feature and initiating your investment with at least $50 and a commitment for at least five sequential monthly purchases. The Administrator will arrange for the purchase of shares for your account but will not pay interest on amounts held pending investment. Please allow two weeks for your account to be established, initial shares to be purchased and a statement mailed to you.

If you already own TSYS stock and the shares are held in a brokerage, bank or other intermediary account , and you wish to participate directly in the Plan, you should instruct your broker, bank, or trustee to register some or all of your TSYS shares directly in your name. You can then join the Plan by returning a completed Enrollment Form to the Administrator or by enrolling online through AST at www.astfinancial.com, under “For Shareholders” then “Buy Shares Direct.”

If you already own TSYS stock and the shares are registered in your name, you may join the Plan by returning a completed Enrollment Form to the Administrator or by enrolling online through AST at www.astfinancial.com, under “For Shareholders” then “Buy Shares Direct.”

How do I enroll?

Complete and sign the Enrollment Form included with this Prospectus and mail it to the address shown on the form or enroll online through AST at www.astfinancial.com, under “For Shareholders” then “Buy Shares Direct.” AST’s website can be accessed from the TSYS web site, www.tsys.com, at the Shareholder Services section found under Investor Relations.

Will I receive dividends?

Payment of dividends is a business decision made at the discretion of our Board of Directors based primarily upon future earnings, our financial condition and other factors. There can be no assurance as to the declaration or payment of any dividend. Nothing in the Plan requires us to declare or pay a dividend on our stock. The TSYS Board has the right to stop paying or to change the amount of dividends at any time.

Can I have my cash dividends electronically deposited into my bank or other financial account?

You can have your cash dividends deposited directly into your bank account instead of receiving a check by mail. Just complete the appropriate sections of the Enrollment Form and submit the form to the Administrator in hard copy or online through AST at www.astfinancial.com.” Direct deposit authorization requests will be processed as soon as possible after they are received. You can change your designated bank account for direct deposit or discontinue this feature by notifying the Administrator.

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Can I reinvest some or all of my dividends in TSYS stock?

If you hold less than 100 shares of TSYS stock, you may choose to have all cash dividends reinvested in additional shares of stock without paying trading fees. If you own 100 shares or more of TSYS stock, you can choose to reinvest all or a portion of the cash dividends paid on your shares without paying trading fees. Under the provisions of the Emergency Economic Stabilization Act of 2008, the Administrator is required by law to report the cost basis in shares of TSYS stock owned by you under the Plan to you as a participant in the Plan and to the Internal Revenue Service, or IRS. The IRS requires shareholders to reinvest a minimum of 10% of their dividend received on shares under the Plan each scheduled dividend payment date. You can make this election when you enroll in the Plan or at a later date. You can make or change your dividend reinvestment election at any time by notifying the Administrator. For a particular dividend to be reinvested, your notification must be received prior to the record date for that dividend. (The record date is normally approximately 12 days prior to the payment date.)

If you own 100 shares or more of TSYS stock and you elect to reinvest your dividends, you must choose one of the following options when completing the Dividend Reinvestment section of the Enrollment Form.

Full Dividend Reinvestment: Purchase additional shares by reinvesting all of your cash dividends.

Partial Dividend Reinvestment: If you choose to reinvest less than all of your dividends, you will receive a cash dividend payment based on the number of full shares you specify and the dividends on all remaining shares will be reinvested.

If you choose partial dividend reinvestment, you can have the remaining cash portion of your dividend deposited directly into your bank account instead of receiving a check by mail. Just complete the appropriate section of the Enrollment Form or notify the Administrator. Direct deposit authorization requests will be processed as soon as possible after they are received. You can change your designated bank account for direct deposit or discontinue this feature by notifying the Administrator.

Can I discontinue reinvesting my dividends?

You may discontinue the reinvestment of your dividends at any time by giving notice to the Administrator. To be effective for a given dividend payment, notice must be received by the Administrator three days prior to the dividend payment date for that dividend to be paid in cash. If your request to terminate participation in the Plan is received less than three days prior to the dividend payment date, then that dividend will be reinvested. However, all subsequent dividends will be paid out in cash on all balances. The Administrator will continue to hold your shares unless you request a certificate for any full shares and a check for any fractional share. You may also request the sale of all or part of your shares or have the Administrator electronically transfer your shares to your brokerage account.

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Can I make additional cash investments when I want to?

You can purchase additional shares of TSYS stock by using the Plan’s optional cash investment feature. You must invest at least $50 each time and cannot invest more than $250,000 in a calendar year. Interest will not be paid on amounts held pending investment. Trading fees of $.06 per share will be deducted except when TSYS issues the shares directly.

Check: You may make optional cash investments by sending a check payable to Total System Services, Inc./AST. Do not send cash. To facilitate processing of your investment, please use the transaction stub located on the bottom of your statement and mail your investment and transaction stub to the address specified on the statement. You may not sell or withdraw shares purchased by check for a period of 10 days from the receipt of the check. A $35 fee will be assessed for a check that is returned for insufficient funds. Additional shares may be sold from your account to cover any returned check fees charged as a result of insufficient funds. The Administrator will deduct a processing fee of $1.00 per check.

Automatic Withdrawal from your Bank Account: You may authorize an individual automatic deduction from your bank account through AST online through www.astfinancial.com for each purchase. Funds will be deducted from your bank account upon authorization. Alternatively, you may choose to make regular monthly purchases by authorizing automatic monthly withdrawals from your bank account. This feature enables you to make ongoing investments without writing a check. Funds will be deducted from your account on the 15th day of each month. If this date falls on a bank holiday or weekend, funds will be deducted on the next business day. The investment will be made on the next available investment date. You must notify the Administrator in writing to change or terminate automatic withdrawal. A $35 fee will be assessed if your account has insufficient funds available for withdrawal. Additional shares may be sold from your account to cover any direct debit fees charged as a result of insufficient funds. The Administrator will deduct a processing fee of $1.00 per individual automatic investment. No processing fee is charged for automatic monthly deductions.

How are shares purchased?

The Administrator will make arrangements to use initial and optional cash investments to purchase TSYS shares as promptly as practical, but at least once every five business days. The Administrator will use reinvested dividends to purchase shares on a quarterly basis. Purchases may be made over a number of days to meet the requirements of the Plan.

Source and Pricing of Shares:

Source of shares: Stock needed to meet the requirements of the Plan will either be purchased in the open market or issued directly by TSYS from authorized but unissued shares or treasury shares.

Shares purchased in the open market: If the shares are purchased in the open market, your price per share will be the weighted average price of shares purchased to satisfy Plan requirements after the deduction of any applicable trading and service fees. All fractional shares are calculated to three decimals and are credited to your account. For quarterly reinvestment of dividends, your price per share will be the average of the daily high and low sale prices quoted on the NYSE for

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the three day period surrounding the dividend payment date. If there is no trading of TSYS stock on the NYSE for a substantial period of time during the pricing period, then TSYS will determine the price per share on the basis of such market quotations as it considers appropriate.

Shares purchased from TSYS: If the shares are purchased from TSYS, your price per share for initial and optional cash investments will be the average of the daily high and low sale prices quoted on the NYSE for the day the shares are purchased.

Timing and Control:

Because the Administrator will arrange for the purchase of shares on behalf of the Plan, neither TSYS nor any participant in the Plan has the authority or power to control either the timing or pricing of shares purchased or the selection of the broker making the purchases. Therefore, you will not be able to precisely time your purchases through the Plan, and will bear the market risk associated with fluctuations in the price of TSYS’ stock. That is, if you send in an initial or optional cash investment, it is possible that the market price of TSYS stock could go up or down before the broker purchases stock with your funds. In addition, you will not earn interest on initial or optional cash investments for the period before the shares are purchased.

How are my Plan shares held?

Shares of TSYS stock that you buy under the Plan will be maintained in your Plan account in book entry form. You will receive a periodic Plan statement detailing the status of your holdings.

Can I obtain a stock certificate if I want one?

You can obtain certificates for all or some of the book-entry shares in your Plan account by notifying the Administrator.

Certificates will be issued for whole shares only. In the event your request involves a fractional share, a check for the value of the fractional share (less any applicable fees) will be mailed to you. The Administrator will mail a certificate to you within two business days of the receipt of your request.

Certificates will be issued in the name(s) in which the account is registered, unless otherwise instructed. If the certificate is to be issued in a name other than your Plan account registration, you will be required to make a transfer of ownership before the certificate can be issued. The signature on the transfer instructions must be guaranteed by a financial institution participating in the Medallion Guarantee Program, as discussed under “What should I do if I want to transfer my Plan shares?” below.

Any TSYS shareholder may use the Plan’s “safekeeping” service to deposit his or her TSYS stock certificates at no cost. Safekeeping is beneficial because you no longer bear the risk and cost associated with the loss, theft, or destruction of stock certificates. With safekeeping, you have the option of receiving cash dividends, reinvesting your dividends or taking advantage of the sale of shares feature of the Plan. Certificates will be issued upon request to the Administrator.

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To use the safekeeping service, send your certificates to the Administrator by registered mail or traceable delivery service with written instructions to deposit them in safekeeping. Do not endorse the certificates or complete the assignment section.

How can I sell my shares?

You may sell any number of shares held in your Plan account by notifying AST. Requests for sales of Plan shares are processed daily. If a request is received via the Internet or the active voice response system before 4:00 p.m. Eastern Time, the sale of shares will be processed the following business day and shares sold the business day following the date the sale was processed. The sale price will be the weighted average price of all shares sold for the Plan participants during that period. You will receive the proceeds of sale, less a $15.00 transaction fee, a $0.10 per share trading fee, and any required tax withholding.

You can choose to sell your shares through a stockbroker of your choice by requesting a certificate for your shares from the Administrator and delivering it to your broker. If you wish to transfer shares electronically to your brokerage account, please contact the Administrator.

Please note that if your total registered holdings fall below one share, the Administrator may liquidate the fractional share, remit the proceeds to you, less any applicable fees, and close your Plan account.

Timing and Control: Because the Administrator will sell the shares on behalf of the Plan, neither TSYS nor any participant in the Plan has the authority or power to control the timing or pricing of shares sold or the selection of the broker making the sales. Therefore, you will not be able to precisely time your sales through the Plan, and will bear the market risk associated with fluctuation in the price of TSYS’ stock. That is, if you send in a request to sell shares, it is possible that the market price of TSYS stock could go down or up before the stock is sold. In addition, you will not earn interest on a sales transaction.

What should I do if I want to transfer my TSYS shares out of the Plan?

You can transfer TSYS shares to anyone you choose. You must transfer a whole number of shares unless you transfer your entire account. You may transfer shares to new or existing shareholders. In order to transfer the ownership of all or part of the whole shares of TSYS stock held in your Plan account, you must mail the Administrator instructions along with a properly signed stock power. The stock power form can be obtained from the Administrator, a bank or a stockbroker. You must have your signature guaranteed by a financial institution participating in the Medallion Guarantee program. The Medallion Guarantee program ensures that the individual signing the certificate is in fact the registered owner as it appears on the stock certificate or stock power. The Administrator will automatically place such new accounts in full dividend reinvestment status. The recipients of gifts or transfers, at their discretion, may then elect another option. The Administrator will send recipients of gifts or transfers a notice of such transfer.

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How can I track my investments?

If you hold 100 or more shares of TSYS stock and participate in dividend reinvestment, the Administrator will provide you with a quarterly statement providing detail of each quarterly dividend reinvestment and other transactions (shares purchased, amounts invested, purchase prices) for your account including year-to-date share balance and other account information. If you hold less than 100 shares of TSYS stock, the Administrator will provide you with you an annual statement providing detail of each quarterly dividend reinvestment as well as any other transactions during the year. Supplemental statements or notices will be sent when you make an initial or optional cash investment, or a safekeeping deposit, transfer or withdrawal of shares. You may also view your Plan account and order duplicate statements through AST at www.astfinancial.com.

If you do not participate in dividend reinvestment, the Administrator will mail you a statement or notice confirming any transactions you make. If you continue to be enrolled in the Plan but have no transactions, the Administrator will provide information regarding your holdings on your quarterly dividend check stub or, if you participate in direct deposit of your dividend, on your deposit advice stub.

Please retain your statements to establish the cost basis of shares purchased under the Plan for income tax and other purposes.

You should notify the Administrator promptly of any change in address since all notices, statements and reports will be mailed to your address of record.

Am I protected against losses?

Your investment in the Plan is no different from any investment in shares held by you. If you choose to participate in the Plan, then you should recognize that none of us, our subsidiaries and affiliates, nor the Administrator can assure you of a profit or protect you against loss on the shares that you purchase under the Plan. The market price of our stock varies. You bear the risk of loss in value and enjoy the benefits of gains with respect to all your shares. You need to make your own independent investment and participation decisions consistent with your situation and needs. None of us, our subsidiaries and affiliates, nor the Administrator can guarantee liquidity in the markets, and the value and marketability of your shares may be adversely affected by market conditions.

What other risks will I face through my participation in the Plan?

The following summary identifies several of the most important risks that you may face by virtue of your participation in the Plan. There may be additional risks that are not listed below, and you should consult your financial, tax, legal and other advisors prior to determining whether to participate in the Plan.

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The Administrator will deduct the applicable fees from either the investments or proceeds from a sale. All fees set forth above are subject to change following appropriate notice to Plan participants.

U.S. Federal Income Tax Information

The following is only a summary of the U.S. federal income tax consequences of participation in the Plan. It is written as of the date of this Prospectus and tax laws and regulations may change. Also, this summary may not reflect every possible situation that could result from participating in the Plan. Accordingly, you should consult with your own tax advisor with respect to the federal, state, local, foreign and withholding tax consequences applicable to your particular situation.

Cash dividends reinvested under the Plan will be taxable as having been received by you even though you have not actually received them in cash. You will receive an annual statement from the Administrator indicating the amount of reinvested dividends reported to the IRS as dividend income.

You will not realize gain or loss for U.S. Federal income tax purposes upon the transfer of shares to the Plan or the withdrawal of whole shares from the Plan. You will, however, generally realize gain or loss upon the sale of shares (including the receipt of cash for fractional shares) held in the Plan.

Plan participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax on dividends paid on shares held in the Plan. The Administrator is required to withhold from dividends the appropriate amount determined in accordance with U.S. Treasury regulations. An applicable withholding tax may be determined by treaty between the U.S. and the country in which such participant resides. Accordingly, the amount of any dividends, net of the applicable withholding tax, will be credited to participant Plan accounts for the investment in additional stock.