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Tax Sharing Agreement

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Sectors: Banking
Governing Law: Georgia, View Georgia State Laws
Effective Date: November 30, 2007
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Exhibit 10.5 TAX SHARING AGREEMENT This TAX SHARING AGREEMENT (this " Agreement" ), dated as of November 30, 2007, by and among Synovus Financial Corp., a Georgia corporation (" Synovus" ), Columbus Bank and Trust Company, a Georgia bank and trust company (" CB&T" ), and Total System Services, Inc., a Georgia corporation (" TSYS" ). RECITALS WHEREAS, as of the date of this Agreement, Synovus is the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the " Code" ), which currently files consolidated federal income tax returns, and CB&T and TSYS are members of such affiliated group; WHEREAS, pursuant to the Agreement and Plan of Distribution dated October 25, 2007, as amended (the " Distribution Agreement" ), by and among Synovus, CB&T and TSYS, (i) TSYS shall declare and pay a cash dividend to its shareholders including CB&T (the " Cash Dividend" ), (ii) after receiving its share of such Cash Dividend, CB&T shall distribute all of the shares of common stock, par value $0.10 per share, of TSYS (the " TSYS Common Stock" ) that it owns to Synovus (the " First Distribution" ), and (iii) Synovus shall distribute, on a pro rata basis to the holders of the issued and outstanding shares of its common stock, par value $1.00 per share, all of the shares of TSYS Common Stock that Synovus received from CB&T (the " Second Distribution" and, together with the First Distribution, the " Distributions" ); WHEREAS, as a result of the Distributions, TSYS and its subsidiaries shall cease to be members of the Synovus affiliated group for all applicable tax purposes; WHEREAS, Synovus, CB&T and TSYS intend that the First Distribution and the Second Distribution will qualify as distributions described in Section 355 of the Code and will not result in the recognition of any taxable gain or income to Synovus, CB&T, TSYS or any of their respective stockholders (other than any income or gain required to be taken into account under the consolidated return regulations under Section 1502 of the Code as a result of TSYS and its subsidiaries ceasing to be members of the Synovus affiliated group); WHEREAS, Synovus, CB&T and TSYS desire, on behalf of themselves, their subsidiaries and their successors, to set forth their rights and obligations with respect to Taxes due for periods before and after the Second Distribution and to address certain other Tax matters; NOW, THEREFORE, in consideration of the transactions recited above and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

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ARTICLE I DEFINITIONS Section 1.1 Definitions . The following terms shall have the following meanings. All section references are to this Agreement unless otherwise stated. " Affiliate" means, when used with respect to any specified person, a person that directly or indirectly controls, is controlled by, or is under common control with such specified person, in each case after the Distributions. As used herein, " control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise. For the avoidance of doubt, TSYS is not an Affiliate of Synovus nor of CB&T for purposes of this Agreement. " Agreement" shall mean this Agreement. " Applicable Rate" shall mean the rate of interest announced from time to time by CB&T as its prime lending rate. " Cash Dividend" has the meaning set forth in the Recitals. " CB&T" has the meaning set forth in the preamble to this Agreement. " CB&T Active Trade or Business" means the active conduct by CB&T of the banking business conducted by CB&T as of the date on which the First Distribution is effected (determined in accordance with Section 355(b) of the Code). " CB&T Capital Stock" means (i) all classes or series of capital stock of CB&T and (ii) all options, warrants and other rights to acquire such capital stock. " Code" has the meaning set forth in the Recitals. " Dispute" has the meaning set forth in the Distribution Agreement. " Distributions" has the meaning set forth in the Recitals. " Distribution Date" means the date on which the Second Distribution is effected. " Final Determination" means the final resolution of liability for any Tax for any taxable period by or as a result of (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable arrangement under the laws of another jurisdiction; (iii) any allowance of a refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such amount may be recovered by the Taxing Authority imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

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" First Distribution" has the meaning set forth in the Recitals. " Group" means the Synovus Group or the TSYS Group, or both, as the context requires. " Income Taxes" means all federal, state, local and foreign income Taxes or other Taxes based on income or net worth. " Indemnitee" has the meaning set forth in Section 5.1. " Indemnifying Party" has the meaning set forth in Section 5.1. " Independent Firm" has the meaning set forth in Article VI. " IRS" means the U.S. Internal Revenue Service. " Joint Return" means any Tax Return that includes both one or more members of the Synovus Group and one or more members of the TSYS Group. " Past Practices" has the meaning set forth in Section 3.3(a). " Post-Distribution Tax Period" means any taxable period (or portion thereof) beginning after the Distribution Date. " Pre-Distribution Tax Period" means any taxable period (or portion thereof) ending on or before the close of the Distribution Date. " Reportable Transaction" means a listed transaction or other reportable transaction as defined in the Treasury Regulations promulgated under Section 6011 of the Code. " Restricted Period" means the period beginning on the Distribution Date and ending on, and including, the last day of the two year period following the Distribution Date. " Satisfactory Guidance" means either a ruling from the IRS or a Supplemental Tax Opinion, at the election of the party requesting the other party' s consent under Section 4.2 of this Agreement, in either case reasonably satisfactory to the other party in both form and substance, including with respect to any underlying assumptions or representations. Satisfactory Guidance shall not include a Supplemental Tax Opinion with respect to which such other party' s counsel, of recognized national standing, provides an opinion to such other party that the conclusions in such Supplemental Tax Opinion are not free from doubt. For the avoidance of doubt, this definition is intended to allow the other party to prevent the requesting party from taking the action that is the subject of a Supplemental Tax Opinion, if the other party determines in good faith that it could reasonably be expected to incur a material amount of tax as a result of such action based upon uncertainty concerning any underlying assumptions or representations in such opinion. " Second Distribution" has the meaning set forth in the Recitals. " Separate Return" means (i) in the case of the TSYS Group, a Tax Return of any member of that Group (including any consolidated, combined, affiliate or unitary Return) that does not

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include, for all or any portion of the relevant taxable period, any member of the Synovus Group and (ii) in the case of the Synovus Group, a Tax Return of any member of that Group (including any consolidated, combined, affiliated or unitary Return) that does not include, for all or any portion of the relevant taxable period, any member of the TSYS Group. " Straddle Period" means, with respect to a given entity, any taxable period beginning on or before the Distribution Date and ending after the Distribution Date; provided, however, that the term " Straddle Period" shall not include any federal income taxable period of the Synovus Group. " Supplemental Tax Opinion" means an opinion of a Tax Advisor that permits reliance by both Synovus and TSYS. The issuance of such opinion shall be conditioned upon the receipt by such Tax Advisor of customary representation letters from each of TSYS and Synovus, in each case, in form and substance reasonably satisfactory to such Tax Advisor. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinion, unless such reliance would be unreasonable under the circumstances. " Synovus" has the meaning set forth in the preamble to this Agreement. " Synovus Active Trade or Business" means the active conduct by Synovus of the businesses conducted by the members of the Synovus Group as of the Distribution Date (determined in accordance with Section 355(b) of the Code). " Synovus Capital Stock" means (i) all classes or series of capital stock of Synovus and (ii) all options, warrants and other rights to acquire such capital stock. " Synovus Officer' s Certificate" means a letter executed by an officer of Synovus and provided to King & Spalding LLP as a condition for the completion of the Tax Opinion. " Taxes" means all forms of taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts. For the avoidance of doubt, the term " Taxes" does not include amounts to be paid to any governmental authority pursuant to escheat law. " Taxing Authority" means any national, municipal, governmental, state, federal, foreign, or other body, or any quasi-governmental or private body, having jurisdiction over the assessment, determination, collection or imposition of any Tax. " Tax Advisor" means a U.S. tax counsel or other tax advisor of recognized national standing reasonably acceptable to both parties. " Tax Benefit" means the amount of the reduction in the Tax liability of an entity (or of the consolidated or combined group of which it is a member), whether temporary or permanent, for any taxable period that arises, or may arise in the future, as a result of any adjustment to, or addition to or deletion from, a Tax Item in the computation of the Tax liability of the entity (or the consolidated or combined group of which it is a member).

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" Tax Contest" means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of determining or redetermining Taxes. " Tax Detriment" means the amount of the increase in the Tax liability of an entity (or of the consolidated or combined group of which it is a member), whether temporary or permanent, for any taxable period that arises, or may arise in the future, as a result of any adjustment to, or addition or deletion of, a Tax Item in the computation of the Tax liability of the entity (or the consolidated or combined group of which it is a member). " Tax-Free Status" means the qualification of both of the Distributions as distributions described in Section 355 of the Code in which the shares of TSYS Common Stock distributed constitute " qualified property" for purposes of Section 355(c) of the Code. For the avoidance of doubt, recognition of income or gain that relates to intercompany items shall not cause the Distributions to fail to achieve Tax-Free Status. " Tax Item" means any item of income, gain, loss, deduction, credit, recapture of credit or any other item (including the basis or adjusted basis of property) which increases or decreases Income Taxes paid or payable in any taxable period. " Tax Opinion" means the opinion of King & Spalding LLP addressed to Synovus, CB&T and TSYS and upon which each party may rely regarding the Tax-Free Status of the Distributions and any other opinion issued to allow a party to take actions otherwise restricted by this Agreement. " Tax Return" means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated Tax) required or permitted to be supplied to, or filed with, a Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax. " Transactions" means the Distributions, any other transactions contemplated by the Distribution Agreement and any other transfer of assets (whether by contribution, sale or otherwise) between any member of the Synovus Group and the TSYS Group in connection with the Distributions. " Transaction Taxes" means all (i) Taxes of any member of the Synovus Group or the TSYS Group resulting from, or arising in connection with, the failure of the Distributions to have Tax-Free Status, (ii) Taxes of the type described in clause (i) of any third party for which any member of the Synovus Group or TSYS Group becomes liable, and (iii) reasonable out of pocket legal, accounting and other advisory and court fees in connection with liability for Taxes described in clauses (i) or (ii). " Transition Services Agreement" has the meaning set forth in the Distribution Agreement. " TSYS" has the meaning set forth in the preamble to this Agreement.

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" TSYS Active Trade or Business" means the active conduct by TSYS of the businesses conducted by the members of the TSYS Group as of the Distribution Date (determined in accordance with Section 355(b) of the Code). " TSYS Assets" means the assets that are, or were, used or held for use primarily in the conduct of the TSYS Business. " TSYS Business" has the meaning set forth in the Distribution Agreement. " TSYS Capital Stock" means (i) all classes or series of capital stock of TSYS and (ii) all options, warrants and other rights to acquire such capital stock. " TSYS Common Stock" has the meaning set forth in the Recitals. " TSYS Group" means TSYS and its Affiliates. " TSYS Officer' s Certificate" means a letter executed by an officer of TSYS and provided to King & Spalding LLP as a condition for the completion of the Tax Opinion. " TSYS Separate Tax Liability" means an amount, determined in a manner consistent with Past Practices to the extent applicable, equal to the Tax liability that TSYS and each TSYS Affiliate would have incurred if they had filed a consolidated return, combined return or a separate return, as the case may be, separate from the members of the Synovus Group for all relevant Tax Periods; provided , however , that (i) if a Tax Item created by TSYS or a TSYS Affiliate (or otherwise allocated thereto under Section 2.5(d) of this Agreement) is used on a Joint Return and a portion of the Tax Item so used did not otherwise reduce the amount of Tax liability that TSYS and each TSYS Affiliate would have incurred on a separate return basis, then the amount of the TSYS Separate Tax Liability shall be reduced by the amount of any net reduction of the Synovus Group' s aggregate Tax liability resulting from the use by the Synovus Group of such portion of such Tax Item and (ii) any Tax Item arising from or otherwise relating to the intercompany sale by Synovus of the stock of ProCard, Inc. to TSYS on or about November 1, 2002, shall be treated, solely for purposes of calculating the TSYS Separate Tax Liability under this Agreement, as a Tax Item attributable to the TSYS Group and not the Synovus Group. ARTICLE II TAX SHARING Section 2.1 Responsibility and Indemnification for Taxes . (a) From and after the Distribution Date, without duplication, each of Synovus and TSYS shall be responsible for, and shall pay its respective share of, the liability for Taxes of Synovus, TSYS and their respective Affiliates, as provided in this Agreement. Synovus shall indemnify and hold harmless TSYS and its Affiliates from any Taxes for which Synovus is responsible under this Agreement. TSYS shall indemnify and hold harmless Synovus and its Affiliates from any Taxes for which TSYS is responsible pursuant to this Agreement.

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(b) Payments to Taxing Authorities and between the parties, as the case may be, shall be made in accordance with the provisions of this Agreement. Section 2.2 TSYS' s Liability for Taxes . TSYS shall be liable for the following Taxes, and shall be entitled to receive and retain all refunds of Taxes previously incurred by TSYS or the TSYS Business with respect to such Taxes: (a) all Taxes incurred with respect to all Joint Returns to the extent such Taxes are related to (i) a TSYS Separate Tax Liability or (ii) the TSYS Assets or the TSYS Business for any taxable period; (b) any Transaction Taxes that are solely attributable to: (i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in Section 4.1 that relates to the TSYS Group; (ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in the TSYS Officer' s Certificate; (iii) any action or omission by any member of the TSYS Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or (iv) any other action or omission by any member of the TSYS Group (including without limitation the application of Section 355(e) or (f) of the Code to either of the Distributions resulting from one or more acquisitions of the stock or assets of TSYS); (c) fifty percent (50%) of any Transaction Taxes that are not solely attributable to any event or circumstance described in Section 2.2(b) and are not solely attributable to any event or circumstance described in Section 2.3(b); (d) except as otherwise agreed in writing by Synovus or CB&T, on the one hand, and TSYS, on the other hand, fifty percent (50%) of any stamp, sales, use, gross receipts, value-added, real estate transfer or other transfer Taxes imposed in connection with the Transactions; (e) all Taxes related to TSYS Separate Returns; (f) all Taxes of the Synovus Group that are attributable to the disallowance or recapture of any Georgia income tax credit that was assigned to the Synovus Group by a member of the TSYS Group in accordance with Section 48-7-42 of the Official Code of Georgia Annotated; and (g) all Taxes incurred with respect to the members of the TSYS Group for any Post-Distribution Tax Period.

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Section 2.3 Synovus' s Liability for Taxes . Synovus shall be liable for the following Taxes, and shall be entitled to receive and retain all refunds of Taxes previously incurred by Synovus with respect to such Taxes: (a) except as provided for in Section 2.2(a), (b), (c), (d) or (f), all Taxes incurred with respect to all Joint Returns; (b) any Transaction Taxes that are solely attributable to: (i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in Section 4.1 that relates to the Synovus Group; (ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in the Synovus Officer' s Certificate; (iii) any action or omission by any member of the Synovus Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or (iv) any other action or omission by any member of the Synovus Group (including without limitation the application of Section 355(e) or (f) of the Code to either of the Distributions resulting from one or more acquisitions of the stock or assets of Synovus or CB&T). (c) fifty percent (50%) of any Transaction Taxes that are not solely attributable to any event or circumstance described in Section 2.2(b) and are not solely attributable to any event or circumstance described in Section 2.3(b); (d) except as otherwise agreed in writing by Synovus or CB&T, on the one hand, and TSYS, on the other hand, fifty percent (50%) of any stamp, sales, use, gross receipts, value-added, real estate transfer or other transfer Taxes imposed in connection with the Transactions; and (e) except as provided for in Section 2.2(f), all Taxes incurred with respect to the members of the Synovus Group for any Post-Distribution Tax Period. Section 2.4 Payment of Allocable Taxes . (a) With respect to each payment of Tax that is due after the Distribution Date in connection with the filing of any Joint Return, including estimated tax installments and payments made in connection with extension requests, Synovus shall notify TSYS in writing of the amount of the tax sharing payment due from TSYS, calculated under the principles of this Agreement, and TSYS shall make its tax sharing payment to Synovus (to the extent not previously paid by TSYS) not later than five (5) days after receipt of such notice from Synovus; provided , however , that TSYS shall not be required to make a tax sharing payment to Synovus hereunder more than ten (10) days before the applicable Tax payment is due to the applicable Taxing Authority. Tax sharing payments made by the TSYS Group under this Section 2.4(a), as well as tax sharing

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payments made by TSYS Group prior to the Distribution Date, shall be trued up when each applicable Joint Return is finalized and filed. (b) If any Tax Return for a Pre-Distribution Tax Period is examined by
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