<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exhibit10-2.txt
<DESCRIPTION>TSYS LONG-TERM INCENTIVE PLAN
<TEXT>
 
                           TOTAL SYSTEM SERVICES, INC.
                          2002 LONG-TERM INCENTIVE PLAN
 
 
SECTION 1.  General Purpose of Plan
------------------------------------
 
The name of this plan is the Total System Services, Inc. 2002 Long-Term
Incentive Plan (the "Plan"). The purpose of the Plan is to enable Total System
Services, Inc. (the "Corporation") and its Subsidiaries to attract, retain,
motivate, and reward employees and non-employee directors who make a significant
contribution to the Corporation's long-term success, and to enable such
employees and non-employee directors to acquire and maintain an equity interest
in Total System Services, Inc.
 
 
SECTION 2.  Definitions
-----------------------
 
For purposes of the Plan, the following terms shall be defined as set forth
below:
 
      a.    "Award" means any award of Stock Options, Stock Appreciation Rights,
            Restricted Stock, or Performance Awards, whether in cash or stock or
            a combination thereof, authorized by the Committee under this Plan.
 
      b.    "Board" means the Board of Directors of the  Corporation  or the
            Executive  Committee of the Board of Directors of the Corporation.
 
      c.    "Cause" means a felony conviction of a Participant or the failure of
            a Participant to contest prosecution for a felony, or a
            Participant's willful misconduct, dishonesty, embezzlement, fraud,
            deceit or civil rights violations, any of which acts cause the
            Corporation or any Subsidiary liability or loss, as determined by
            the Board.
 
      d.    "Code" means the Internal Revenue Code of 1986, as amended, or any
            successor thereto.
 
      e.    "Committee" means the Compensation Committee, or any other committee
            of the Board appointed for the purpose of administering the Plan,
            which committee shall consist exclusively of two or more
            Disinterested Persons, at least two of whom are directors of both
            the Corporation and of Synovus. In the context of Awards made to
            employees of the Corporation, the term "Committee" shall mean only
            those members of the Committee who are directors of both the
            Corporation and of Synovus.
 
      f.    "Commission" means the Securities and Exchange Commission.
 
      g.    "Corporation" means Total System Services, Inc.
 
      h.    "Disability" means total and permanent physical or mental disability
            or incapacity of an employee to fulfill at any time or from time to
            time his normal duties as an employee, as certified in writing by
            two competent physicians, one of which shall be selected by the
            Committee and the other of which shall be selected by the employee
            or his duly appointed guardian or legal or personal representative.
            In addition, for purposes of determining Disability as it applies to
            any Incentive Stock Option, the term "Disability" shall be
            interpreted consistently with Code Sections 421-424.
 
      i.    "Disinterested Person" is a person who meets both (i) the definition
            of "disinterested person" as set forth in Rule 16b-3 as promulgated
            by the Commission under the Exchange Act, or any successor
 
                                       1
 
            definition adopted by the Commission, and (ii) the definition of
            "outside director" as set forth in Code Section 162(m), as amended
            from time to time.
 
      j.    "Early Retirement" means retirement from active employment with the
            Corporation or any Subsidiary pursuant to the early retirement
            provisions of the applicable Corporation or Subsidiary pension plan.
 
      k.    "Exchange Act" means the Securities Exchange Act of 1934, as
            amended, and any successor thereto.
 
      l.    "Fair Market Value" means, as of any given date, the closing price
            of the Stock on such date (or if no transactions were reported on
            such date on the next preceding date on which transactions were so
            reported) in the principal market in which such Stock is traded on
            such date as reported in The Wall Street Journal (or any other
            publication designated by the Committee) except that, with respect
            to grants of Restricted Stock, "Fair Market Value" for Restricted
            Stock on the date of grant shall be determined as of the time and
            date of the Restricted Stock grant by the Compensation Committee.
 
      m.    "Incentive Stock Option" means any Stock Option intended to be and
            designated as an "incentive stock option" within the meaning of
            Section 422 of the Code.
 
      n.    "Non-Employee  Director"  means  a  member  of the  Board  who is
            not an  employee  of the  Corporation  or its Subsidiaries.
 
      o.    "Non-Qualified Stock Option" means any Stock Option that is not an
            Incentive Stock Option.
 
      p.    "Normal Retirement" means retirement from active employment with the
            Corporation or any Subsidiary on or after the normal retirement date
            specified in the applicable Corporation or Subsidiary pension plan.
 
      q.    "Participant"  means any employee of the Corporation and its
            Subsidiaries or Non-Employee Director designated by the Committee to
            receive an Award under the Plan.
 
      r.    "Performance Award" means an award of shares of Stock or cash to a
            Participant pursuant to Section 9 contingent upon achieving certain
            performance goals.
 
      s.    "Plan" means this Total System Services, Inc. 2002 Long-Term
            Incentive Plan.
 
      t.    "Restricted Stock" means an award of shares of Stock that are
            subject to restrictions under Section 8.
 
      u.    "Retirement" means Normal or Early Retirement under the applicable
            Corporation or Subsidiary pension plan.
 
      v.    "Stock" means the common stock of the Corporation or any successor
            corporation.
 
      w.    "Stock Appreciation Right" means a right granted under Section 7,
            which entitles the holder to receive a cash payment or an award of
            Stock or, if applicable, as a credit against the purchase price of a
            related Stock Option, in an amount equal to the difference between
            (i) the Fair Market Value of the Stock covered by such right at the
            date the right is granted and (ii) the Fair Market Value
 
                                       2
 
            of the Stock covered by such right at the date the right is
            exercised, unless otherwise determined by the Committee pursuant to
            Section 7, multiplied by the number of shares covered by the right.
 
      x.    "Stock Option" means any option to purchase shares of Stock granted
            to Participants pursuant to Section 6.
 
      y.    "Subsidiary" means any corporation in an unbroken chain of
            corporations beginning with the Corporation if each of the
            corporations (other than the last corporation in the unbroken chain)
            owns stock possessing 50% or more of the total combined voting power
            of all classes of stock in one of the other corporations in the
            chain.
 
      z.    "Synovus" means Synovus Financial  Corp., a corporation which owns
            approximately  81% of the stock of the Corporation.
 
      aa.   "TSYS" means Total System Services, Inc., a Subsidiary of Synovus of
            which approximately 19% of the stock is  publicly held.
 
 
SECTION 3.  Administration
--------------------------
 
The Plan shall be administered by the Committee, at least two of whom are
directors of both the Corporation and of Synovus, which Committee shall at all
times consist of not less than two Disinterested Persons,. Whenever under this
Plan, any act or decision is to be made with respect to Awards made to employees
of the Corporation, including without limitation the selection of employees of
the Corporation and its Subsidiaries for the grant of Awards and the
establishment, administration and certification of attainment of relevant
performance goals, if any, such act or decision shall be made by, and the term
"Committee" in that context shall mean, only those members of the Committee who
are directors of both the Corporation and of Synovus.
 
The Committee shall have the power and authority to grant to eligible
Participants, pursuant to the terms of the Plan: (i) Stock Options; (ii) Stock
Appreciation Rights; (iii) Restricted Stock; or (iv) Performance Awards.
 
In particular, the Committee shall have the authority:
 
      (i)        to select the employees of the Corporation and its Subsidiaries
                 and Non-Employee Directors to whom Stock Options, Stock
                 Appreciation Rights, Restricted Stock, or Performance Awards or
                 a combination of the foregoing from time to time will be
                 granted hereunder;
 
      (ii)       to grant Incentive Stock Options, Non-Qualified Stock Options,
                 Stock Appreciation Rights, Restricted Stock, or Performance
                 Awards, or a combination of the foregoing, hereunder;
 
      (iii)      to determine the number of shares of Stock to be covered by
                 each such Award granted hereunder;
 
      (iv)       to determine the terms and conditions, not inconsistent with
                 the terms of the Plan, of any Award granted hereunder
                 including, but not limited to, any restriction on any Award
                 and/or the shares of Stock relating thereto based on
                 performance and/or such other factors as the Committee may
                 determine, in its sole discretion, and any vesting acceleration
                 features based on performance and/or such other factors as the
                 Committee may determine, in its sole discretion;
 
                                       3
 
      (v)        to determine whether, to what extent and under what
                 circumstances Stock and other amounts payable with respect to
                 an Award under this Plan shall be deferred either automatically
                 or at the election of a Participant, including providing for
                 and determining the amount (if any) of deemed earnings on any
                 deferred amount during any deferral period.
 
Subject to Section 10, the Committee shall have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the Plan.
 
All decisions made by the Committee pursuant to the provisions of the Plan shall
be final and binding on all persons, including the Corporation and all Plan
Participants.
 
 
SECTION 4.  Stock Subject to Plan
---------------------------------
 
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 9,355,299. Such shares may consist, in whole or in part,
of authorized and unissued shares or treasury shares.
 
If any shares of Stock that have been subject to option cease to be subject to
option without having been exercised, or if any shares subject to any Restricted
Stock, Stock Appreciation Rights, or Performance Awards granted hereunder are
forfeited or such Awards are otherwise terminated without having been exercised,
such shares shall again be available for distribution in connection with future
Awards under the Plan in each case to the full extent available pursuant to the
rules and interpretations of the Securities and Exchange Commission under
Section 16 of the Exchange Act. In the event that prior to the Award's
cancellation, termination, expiration, or lapse, the holder of the Award at any
time received one or more "benefits of ownership" pursuant to such Award (as
defined by the Securities and Exchange Commission, pursuant to any rule or
interpretation promulgated under Section 16 of the Exchange Act), the Stock
subject to such Award shall not be available for regrant under the Plan.
 
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number of
shares subject to Stock Appreciation Rights, Restricted Stock or Performance
Awards granted under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, in order to preserve each Participant's
rights substantially proportionate to the Participant's rights existing prior to
such event, provided that the number of shares subject to any Award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Corporation upon the exercise of any Stock
Appreciation Rights associated with any Stock Option the price of which is
adjusted.
 
Notwithstanding any provision in the Plan to the contrary, the maximum number of
shares of Stock with respect to one or more Awards that may be granted to any
one Participant in any calendar year shall be 2,000,000.
 
SECTION 5.  Eligibility
-----------------------
 
Any employee of the Corporation or any of its Subsidiaries or any Non-Employee
Director is eligible to be granted Stock Options, Stock Appreciation Rights,
Restricted Stock or Performance Awards. The Participants under the Plan shall be
selected from time to time by the Committee, in its sole discretion, from among
those eligible, and the Committee shall determine, in its sole discretion, the
number of shares covered by each Award or grant.
 
 
SECTION 6.  Stock Options
-------------------------
 
Stock Options may be granted either alone or in addition to other Awards granted
under the Plan. Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve, and the provisions of Stock Option
Awards need not be the same with respect to each optionee.
 
The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options (subject to the provisions of Section 15 of the Plan) and (ii)
Non-Qualified Stock Options.
 
The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Option Price Adjustment Rights or Stock Appreciation
Rights); provided, however, that Non-Employee Directors shall be eligible to
receive only Non-Qualified Stock Options, and shall not be eligible to receive
Incentive Stock Options. To the extent that any Stock Option does not qualify as
an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.
 
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code.
 
Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
 
     (a)  Option Price. The option price per share of Stock purchasable under a
          Stock Option shall be determined by the Committee at the time of
          grant. The option price per share of Stock may be equal to or more or
          less than the Fair Market Value of the Stock on the date of grant,
          except that the option price for any Incentive Stock Option shall be
          not less than 100% of the Fair Market Value of the Stock on the date
          of the grant of the Stock Option (determined without regard to any
          Stock Appreciation Rights). If the option is an Incentive Stock Option
          and if the employee to whom the Incentive Stock Option is granted owns
          directly or indirectly more than 10% of the total combined voting
          power of all classes of Stock immediately before the grant of the
          option, then the option price per share of Stock must be at least 110%
          of the Fair Market Value of the Stock on the date of grant.
 
     (b)  Option Term. The term of each Stock Option shall be fixed by the
          Committee, but no Stock Option shall be exercisable more than ten
          years after the date such Stock Option is granted. If the option is an
          Incentive Stock Option and if the employee to whom the Incentive Stock
          Option is granted owns directly or indirectly more than 10% of the
          total combined voting power of all classes of Stock immediately before
          the grant of the option, then the term of the option may not exceed
          five years.
 
 
     (c)  Exercisability. Subject to paragraph (j) of this Section 6 with
          respect to Incentive Stock Options, Stock Options shall be exercisable
          at such time or times and subject to such terms and conditions as
          shall be determined by the Committee at grant, provided, however, that
          except as provided in paragraphs (f) and (g) of Section 6, unless a
          longer vesting period is otherwise determined by the Committee at
          grant, no Stock Option shall be exercisable for a period of six months
          after the date of the grant of the option. If the Committee provides,
          in its discretion, that any Stock Option is exercisable only in
          installments, the Committee may waive such installment exercise
          provision at any time in whole or in part based on performance and/or
          such other factors as the Committee may determine in its sole
          discretion.
 
     (d)  Method of Exercise. Stock Options may be exercised in whole or in part
          at any time during the exercise period described in Section 6(c) by
          giving written notice of exercise to the Corporation specifying the
          number of shares to be purchased, accompanied by payment in full of
          the purchase price, in cash, by check or such other instrument as may
          be acceptable to the Committee. If approved and as determined by the
          Committee, in its sole discretion, at or after grant, payment in full
          or in part may also be made in the form of unrestricted Stock owned by
          the optionee (based on the Fair Market Value of the Stock on the date
          the option is exercised, as determined by the Committee). Payment of
          the exercise price of a Stock Option and any withholding tax due at
          exercise also may be made through any program or procedure (including
          but not limited to a broker-dealer cashless exercise program) if
          approved by the Committee. No shares of Stock resulting from the
          exercise of a Stock Option shall be issued until full payment therefor
          has been made. An optionee shall have the rights to dividends or other
          rights of a stockholder with respect to shares subject to the option
          when the optionee has given written notice of exercise and has paid in
          full for such shares.
 
     (e) Transferability of Options.
 
          (1)  Incentive Stock Options. No Incentive Stock Option shall be
               transferable by the optionee, otherwise than by will or by the
               laws of descent and distribution, or be subject to attachment,
               execution or similar process. All Incentive Stock Options shall
               be exercisable, during the optionee's lifetime, only by the
               optionee.
 
          (2)  Non-Qualified Stock Options. Non-Qualified Stock Options shall
               likewise be non-transferable by the optionee, otherwise than by
               will or by the laws of descent and distribution, and not subject
               to attachment, execution or similar process; provided, however,
               that the Committee may by resolution or after grant designate
               existing or future Non-Qualified Stock Options as "transferable,"
               meaning that the optionee may sign an agreement which transfers
               all or a portion of such Non-Qualified Stock Option (either
               exercisable or non-exercisable) to (A) a member of the optionee's
               Immediate Family, (B) any trust or trusts in which members of the
               optionee's Immediate Family have more than a fifty percent (50%)
               beneficial interest, (C) any entity in which optionee and/or
               members of the optionee's Immediate Family own more than fifty
               percent (50%) of the voting interests, or (D) any foundation in
               which optionee and/or optionee's Immediate Family members control
               the management of the foundation's assets, subject to such terms
               and conditions as the Committee may establish. The form of
               agreement pursuant to which such options are transferred must be
               approved by the Committee and executed by the optionee,
               transferee and the Company. Following transfer, any such options
               shall continue to be subject to the same terms and conditions as
               were applicable immediately prior to transfer, except that the
               term "optionee"
 
 
               shall be deemed to refer to the transferee subject to any terms
               and conditions established by the Committee. Subsequent transfers
               of such transferred options shall be prohibited, except by will
               or the laws of descent and distribution. For purposes of this
               Subsection, "Immediate Family"  means the optionee's child,
               stepchild, grandchild, parent, stepparent, grandparent, spouse,
               former spouse, sibling, mother-in-law, father-in-law, son-in-law,
               daughter-in-law, brother-in-law, sister-in-law, nephew or niece
               of the optionee (including by adoption), and any person sharing
               the optionee's household (other than a tenant or employee).
 
     (f)  Termination by Death (other than by suicide). Unless otherwise
          determined by the Committee at or after grant, if: (i) any optionee
          who is an employee terminates employment with the Corporation or any
          Subsidiary by reason of death (other than by suicide), or (ii) any
          optionee who is a Non-Employee Director terminates service on the
          Board by reason of death (other than by suicide), then any Stock
          Option held by such optionee may thereafter be immediately exercised,
          to the extent then exercisable (or on such accelerated basis as the
          Committee shall determine at or after grant), by the legal
          representative of the estate or by the legatee of the optionee under
          the will of the optionee until the expiration of the stated term of
          such Stock Option.
 
     (g)  Termination by Reason of Disability. Unless otherwise determined by
          the Committee at or after grant, if: (i) any optionee who is an
          employee terminates employment with the Corporation or any Subsidiary
          by reason of Disability, or (ii) any optionee who is a Non-Employee
          Director terminates service on the Board by reason of Disability, then
          any Stock Option held by such optionee may thereafter be exercised, to
          the extent it was exercisable at the time of termination due to
          Disability (or on such accelerated basis as the Committee shall
          determine at or after grant), until the expiration of the stated term
          of such Stock Option. In the event of termination of employment by
          reason of Disability, if an Incentive Stock Option is exercised after
          the expiration of the exercise periods that apply for purposes of
          Section 422 of the Code, such Stock Option will thereafter be treated
          as a Non-Qualified Stock Option.
 
     (h)  Termination by Reason of Retirement. Unless otherwise determined by
          the Committee at or after grant, if: (i) any optionee who is an
          employee terminates employment with the Corporation or any Subsidiary
          by reason of Normal or Early Retirement, or (ii) any optionee who is a
          Non-Employee Director retires from the Board pursuant to the
          provisions of the Corporation's By-laws, then any Stock Option held by
          such optionee may thereafter be exercised to the extent it was
          exercisable at the time of such Retirement (or on such accelerated
          basis as the Committee shall determine at or after grant), but may not
          be exercised after the expiration of the stated term of such Stock
          Option; and, provided that if the optionee dies within such period any
          unexercised Stock Option held by such optionee shall thereafter be
          exercisable, to the extent to which it was exercisable at the time of
          death (or on such accelerated basis as the Committee shall determine
          at or after grant), for the remainder of the stated term of the Stock
          Option. In the event of termination of employment of an optionee who
          is an employee by reason of Retirement, if an Incentive Stock Option
          is exercised after the exercise periods that apply for purposes of
          Section 422 of the Code, such Stock Option will thereafter be treated
          as a Non-Qualified Stock Option.
 
     (i)  Other Termination. Unless otherwise determined by the Committee at or
          after grant, if: (i) an optionee who is an employee terminates
          employment with the Corporation or any Subsidiary for Cause or for
          death by reason of suicide or for any reason other than Disability or
          Normal or Early Retirement or death other than by suicide, or (ii) any
          optionee who is a Non-Employee Director terminates service with the
          Board for any reason other than death (excluding suicide), Disability
          or retirement pursuant to the provisions of the Corporation's By-laws,
          then any Stock Option held by such optionee shall thereupon terminate,                   except that such Stock
          Option held by an employee optionee may be exercised to the extent
          such Stock Option could have been exercised on the date of cessation
          of employment for the lesser of three months from the date of
          termination or the balance of such Stock Option's term if the
          optionee's employment with the Corporation or any Subsidiary is
          involuntarily terminated by the optionee's employer without Cause.
 
     (j)  Limit on Value of Incentive Stock Options First Exercisable Annually.
          The aggregate Fair Market Value (determined at the time of grant) of
          the Stock for which "incentive stock options" within the meaning of
          Section 422 of the Code are exercisable for the first time by an
          optionee during any calendar year under the Plan (and/or any other
          stock option plans of the Corporation or any Subsidiary) shall not
          exceed $100,000.
 
 
SECTION 7.  Stock Appreciation Rights
-------------------------------------
 
     (a)  Grant and Exercise When Granted in Conjunction With Stock Options.
          Stock Appreciation Rights may be granted alone or in conjunction with
          all or part of any Stock Option granted under the Plan and may contain
          terms and conditions different from those of the related Stock Option,
          except as otherwise provided below. In the case of a Non-Qualified
          Stock Option, such rights may be granted either at or after the time
          of the grant of such Non-Qualified Stock Option. In the case of an
          Incentive Stock Option, such rights may be granted only at the time of
          the grant of such Incentive Stock Option.
 
          A Stock Appreciation Right or applicable portion thereof granted
          with respect to a given Stock Option shall terminate and no longer
          be exercisable upon the termination or exercise of the related
          Stock Option, except that, unless otherwise provided by the
          Committee at the time of grant, a Stock Appreciation Right granted
          with respect to less than the full number of shares covered by a
          related Stock Option shall only be reduced if and to the extent
          that the number of shares covered by the exercise or termination
          of the related Stock Option exceeds the number of shares not
          covered by the Stock Appreciation Right.
 
          A Stock Appreciation Right may be exercised by an optionee, in
          accordance with paragraph (c) of this Section 7, by surrendering
          the applicable portion of the related Stock Option. Upon such
          exercise and surrender, the optionee shall be entitled to receive
          an amount determined in the manner prescribed in paragraph (c) of
          this Section 7. Stock Options which have been so surrendered, in
          whole or in part, shall no longer be exercisable to the extent the
          related Stock Appreciation Rights have been exercised.
 
     (b)  Grant and Exercise When Granted Alone. Stock Appreciation Rights may
          be granted at the discretion of the Committee in a manner not related
          to an award of a Stock Option. The Committee shall have the discretion
          to determine the terms and conditions of any Stock Appreciation Rights
          not related to a Stock Option Award. A Stock Appreciation Right
          granted under this Section 7(b) is not exercisable for a period of six
          months from the date of grant, unless a longer period is otherwise
          determined by the Committee. The Stock Appreciation Right, granted
          under Section 7(b), shall be exercisable in accordance with Section
          7(c) over a period not to exceed ten years. Any Stock Appreciation
          Right which is outstanding on the last day of the exercisable period
          shall be automatically exercised on such date for cash or Common
          Stock, as determined by the Committee, without any action by the
          holder if, on that date, the Fair Market Value of the Stock exceeds
          the exercise price of the Stock Appreciation Right.
 
 
     (c)  Terms and Conditions. Stock Appreciation Rights shall be subject to
          such terms and conditions, not inconsistent with the provisions of the
          Plan, as shall be determined from time to time by the Committee,
          including the following:
 
          (i)  Stock Appreciation Rights granted pursuant to Section 7(a) shall
               be exercisable only at such time or times and to the extent that
               the Stock Options to which the Stock Appreciation Rights relate
               shall be exercisable in accordance with the provisions of Section
               6 and this Section 7 of the Plan; provided, however, that any
               Stock Appreciation Right granted subsequent to the grant of the
               related Stock Option shall not be exercisable during the first
               six months of the term of the Stock Appreciation Right, except
               that this additional limitation shall not apply in the event of
               death other than by suicide or Disability of the optionee prior
               to the expiration of the six-month period.
 
          (ii) Upon the exercise of a Stock Appreciation Right granted pursuant
               to Section 7(a), an optionee shall be entitled to receive an
               amount in cash or shares of Stock equal in value to the excess of
               the Fair Market Value of one share of Stock over the option price
               per share specified in the related Stock Option, multiplied by
               the number of shares in respect of which the Stock Appreciation
               Right shall have been exercised, with the Committee having the
               right to determine the form of payment. Upon the exercise of a
               Stock Appreciation Right granted pursuant to Section 7(b), the
               holder shall be entitled to receive an amount in cash or shares
               of Stock equal in value to the excess of the Fair Market Value of
               one share of Stock over the Fair Market Value of one share of
               Stock at the date the Stock Appreciation Right was granted
               multiplied by the number of shares in respect of which the Stock
               Appreciation Right shall have been exercised, with the Committee
               having the right to determine the form of payment.
 
          (iii)No Stock Appreciation Right shall be transferable by the holder,
               other than by will or the laws of descent and distribution, or be
               subject to attachment, execution or similar process. All Stock
               Appreciation Rights shall be exercisable, during the holder's
               lifetime, only by the holder.
 
          (iv) Upon the exercise of a Stock Appreciation Right granted pursuant
               to Section 7(a), the Stock Option or part thereof to which such
               Stock Appreciation Right is related shall be deemed to have been
               exercised for the purpose of the limitation set forth in Section
               4 of the Plan on the number of shares of Stock to be issued under
               the Plan.
 
          (v)  A Stock Appreciation Right granted in connection with an
               Incentive Stock Option pursuant to Section 7(a), may be exercised
               only if and when the market price of the Stock subject to the
               Incentive Stock Option exceeds the exercise price of such Stock
               Option.
 
          (vi) In its sole discretion, the Committee may provide, at the time of
               grant of a Stock Appreciation Right under this Section 7, that
               such Stock Appreciation Right can be exercised only in the event
               of a "Change of Control" (as defined in Section 12 below).
               Furthermore, the Committee may provide, at the time of grant of
               any Stock Appreciation Right, that such Stock Appreciation Right
               can be exercised only upon the attainment of specified
               performance goals or other such criteria as the Committee may
               determine in its sole discretion.
 
 
          (vii)In the discretion of the Committee, if the Plan is approved by
               the shareholders of the Corporation in accordance with Section 15
               of the Plan, a Stock Appreciation Right may provide that any
               exercise by a Participant of all or a portion of a Stock
               Appreciation Right for cash, may only be made during the period
               beginning on the third business day following the date of the
               Corporation's release of its quarterly or annual summary
               statements of earnings to the public and ending on the twelfth
               business day following such date; provided, however, that the
               foregoing shall not apply to any exercise by a Participant of a
               Stock Appreciation Right for cash where the date of exercise is
               automatic or fixed in advance under the Plan and is outside the
               control of the Participant.
 
 
SECTION 8.  Restricted Stock
----------------------------
 
     (a)  Administration. Shares of Restricted Stock may be issued either alone
          or in addition to other Awards granted under the Plan. The Committee
          shall determine the employees of the Corporation and its Subsidiaries
          and Non-Employee Directors to whom, and the time or times at which,
          grants of Restricted Stock will be made, the number of shares to be
          awarded, the price, if any, to be paid by the recipient of Restricted
          Stock (subject to Section 8(b) hereof), the time or times within which
          such Awards may be subject to forfeiture, the nature of the
          restrictions, including any performance requirements, the
          circumstances under which restrictions will lapse and all other
          conditions of the Awards. The Committee may also condition the grant
          of Restricted Stock upon the attainment of specified performance
          goals, or such other criteria as the Committee may determine, in its
          sole discretion. The provisions of Restricted Stock Awards need not be
          the same with respect to each recipient.
 
     (b)  Awards and Certificates. The prospective recipient of an Award of
          shares of Restricted Stock shall not have any rights with respect to
          such Award, unless and until such recipient has executed an agreement
          evidencing the Award (a "Restricted Stock Award Agreement") and has
          delivered a fully executed copy thereof to the Corporation, and has
          otherwise complied with the then applicable terms and conditions.
 
          (i)  Awards of Restricted Stock must be accepted within a period of
               thirty days (or such shorter period as the Committee may specify)
               after the Award date by executing a Restricted Stock Award
               Agreement and paying whatever price, if any, is required.
 
          (ii) Each Participant who is awarded Restricted Stock shall be issued
               a stock certificate in respect of such shares of Restricted Stock
               to be held in escrow as described below.
 
               Such certificate shall be registered in the name of the
               Participant, and shall bear an appropriate legend
               referring to the terms, conditions, and restrictions
               applicable to such Award, substantially in the
               following form:
 
                  "The transferability of this certificate and the
                  shares of stock represented hereby are subject to
                  the terms and conditions (including forfeiture)
                  of the Total System Services, Inc. 2002 Long-Term
                  Incentive Plan and a Restricted Stock Award
                  Agreement entered into between the registered
                  owner and Total System Services, Inc. Copies of
                  such Plan and Agreement are on file in the
                  offices of Total System Services, Inc., 1600
                  First Avenue, Columbus, Georgia, 31901."
 
 
          (iii) The Committee shall require that the stock certificate
               evidencing such shares be held in escrow by Synovus Trust Company
               ("STC"), or any other escrow agent designated by the Committee
               until the restrictions thereon shall have lapsed, and that, as a
               condition of any Restricted Stock Award, the Participant shall
               have delivered a stock power, endorsed in blank, relating to the
               Stock covered by such Award. In the event the Participant has
               obtained a loan to purchase the Restricted Stock or to pay any
               taxes due with respect to the Restricted Stock, STC or other
               escrow agent shall have the right to require that the shares
               continue to be held in escrow until such loan is repaid.
 
     (c)  Restrictions and Conditions. The shares of Restricted Stock awarded
          pursuant to this Section 8 shall be subject to the following
          restrictions and conditions:
 
          (i)  Subject to the provisions of this Plan and Restricted Stock Award
               Agreements, during the period of six months after the Award or
               such longer period as may be set by the Committee commencing on
               the grant date (the "Restriction Period"), the Participant shall
               not be permitted to sell, transfer, pledge or assign shares of
               Restricted Stock awarded under the Plan. Within these limits, the
               Committee may, in its sole discretion, provide for the lapse of
               such restrictions in installments and may accelerate or waive
               such restrictions in whole or in part based on performance and/or
               such other factors as the Committee may determine, in its sole
               discretion. Notwithstanding the foregoing, the minimum
               Restriction Period for the lapse of all restrictions on
               Restricted Stock shall be three (3) years.
 
          (ii) Except as provided in paragraph (c)(i) of this Section 8, the
               Participant shall have, with respect to the shares of Restricted
               Stock, all of the rights of a stockholder of the Corporation,
               including the right to receive any dividends, unless the
               Committee shall declare otherwise at the time of the Award.
 
               Dividends paid in cash with respect to shares of
               Restricted Stock shall not be subject to any
               restrictions or subject to forfeiture. Dividends paid
               in Stock of the Corporation or Stock received in
               connection with a stock split with respect to
               Restricted Stock shall be subject to the same
               restrictions as on such Restricted Stock. Certificates
               for shares of unrestricted Stock shall be delivered to
               the Participant promptly after, and only after, the
               period of forfeiture shall expire without forfeiture in
               respect of such shares of Restricted Stock and the
               repayment of any loans obtained to purchase the
               Restricted Stock or to pay any taxes due with respect
               to the Restricted Stock.
 
          (iii)Subject to the provisions of the Restricted Stock Award
               Agreement and this Section 8, upon termination of employment for
               any reason during the Restriction Period, all shares still
               subject to restriction (together with any price paid for such
               shares by the Participant) shall be forfeited by the Participant,
               unless otherwise determined by the Committee.
 
          (iv) The Committee may, in its sole discretion, waive in whole or in
               part any or all restrictions with respect to any Participant's
               shares of Restricted Stock, such as in the event of the
               Participant's Retirement, Disability or Death or in the other
               extraordinary, nonrecurring situations.
 
 
SECTION 9.  Performance Awards
------------------------------
 
     (a)  Administration. Shares of Stock and/or a payment in cash may be
          distributed under the Plan to an employee upon the attainment of
          performance objectives, as a Performance Award. The Committee shall
          determine the employees of the Corporation and its Subsidiaries and
          Non-Employee Directors to whom Performance Awards are granted, the
          terms and conditions of the performance objectives, the term of the
          performance period (the minimum performance period term shall be one
          year), and the value and form of the payment of the Performance Award.
 
     (b)  Performance Objectives. The Committee, in its sole discretion may
          establish, under this Section 9, performance objectives either in
          terms of Corporation-wide objectives or in terms of objectives that
          are related to the specific performance of an employee or a bank, a
          group, division, department, or Subsidiary within the Corporation in
          which a Participant who is an employee is employed. A minimum level of
          performance, at the discretion of the Committee, may be established.
 
          If, at the end of the performance period, the specified objectives
          have been attained, the Participant is deemed to have fully earned
          the Performance Award. If such performance objectives are only
          partially attained, the Participant may be deemed by the Committee
          to have partly earned the Performance Award and would become
          eligible to receive a portion of the total Award, as determined by
          the Committee. If a required minimum level of achievement has not
          been met, as determined by the Committee, the Participant is
          entitled to no portion of the Performance Award. If, at the end of
          the performance period, performance exceeds the target, the
          Participant, at the Committee's discretion, may receive a multiple
          of the Performance Award. The Committee may adjust the payment of
          Awards or the performance objectives if events occur or
          circumstances arise which would cause a particular payment or set
          of performance objectives to be inappropriate as a measure of
          performance.
 
     (c)  Terms and Conditions. A Participant to whom a Performance Award has
          been granted is given performance objectives to be reached over a
          specified period, the "performance period." Generally this period
          shall be not less than one year.
 
          Any Participant granted a Performance Award pursuant to this
          Section 9 who by reason of death (other than by suicide),
          Disability or Retirement (or, in the case of a Non-Employee
          Director, retires from the Board pursuant to the provisions of the
          Corporation's By-laws) either terminates employment or ceases
          service as a member of the Board before the end of the performance
          period is entitled to receive a portion of any earned Performance
          Award. The Committee, in its discretion, will determine the amount
          of the Performance Award earned, if any, and the time at which
          payment will be made.
 
          A Participant who terminates employment for any other reason,
          including death by suicide, forfeits all rights under the
          Performance Award.
 
 
SECTION 10.  Amendments and Termination
---------------------------------------
 
The Board may amend, alter, or discontinue the Plan at any time, but no
amendment, alteration, or discontinuation shall be made which affects an
existing Award under the Plan without the optionee's or Participant's consent.
If stockholder approval of this Plan is obtained, no amendment, alteration or
discontinuation shall be made by the Board which, without the approval of the
stockholders, would:
 
     (a)  increase the total number of shares reserved for the purpose of the
          Plan, except as provided for in accordance with Section 4 of the Plan;
 
     (b)  decrease the option price of any Stock Option to less than 100% of the
          Fair Market Value on the date of the granting of the option, except as
          provided for in accordance with Section 4 of the Plan;
 
     (c)  change the Participants or class of Participants eligible to
          participate in the Plan;
 
     (d)  extend the maximum option period under paragraph (b) of Section 6 of
          the Plan; or
 
     (e)  materially increase in any other way the benefits accruing to
          Participants.
 
The Committee may amend the terms of any Award or option theretofore granted,
prospectively or retroactively, but no such amendment shall affect an existing
Award under the Plan without the Participant's consent. In addition, no such
amendment shall have the effect of repricing previously granted Stock Options by
lowering the exercise price of any previously granted Stock Options, or
cancelling outstanding Stock Options with subsequent replacements or regrant of
Stock Options with lower exercise prices.
 
 
SECTION 11.  Change of Control
------------------------------
 
The following provisions shall apply in the event of a "Change of Control," as
defined in this Section 11:
 
     (a)  Unless otherwise determined by the Committee at grant, in the event of
          a "Change of Control" as defined in paragraph (c) of this Section 11,
          the vesting of any outstanding Stock Options, Stock Appreciation
          Rights, Restricted Stock or Performance Awards shall be accelerated so
          that all Awards not previously exercisable and vested are fully
          exercisable and vested.
 
     (b)  Unless otherwise determined by the Committee at grant, if a
          Participant who is an employee terminates employment for any reason
          following a Change of Control, any outstanding Stock Options, Stock
          Appreciation Rights, Restricted Stock or Performance Awards granted to
          the Participant that are not fully exercisable and vested shall become
          fully exercisable and vested as of the date of such termination of
          employment and any obligations to pay amounts to the Corporation or
          any Subsidiary in connection with an Award shall be terminated as of
          the date of such termination of employment.
 
     (c)  For purposes of this Section 11, a "Change of Control" means the
          happening of any of the following:
 
          (i)  when any "person," as such term is used in Section 13(d) and
               14(d) of the Exchange Act (other than the Corporation or a
               Subsidiary or any Corporation employee benefit plan (including
               its trustee)), is or becomes the "beneficial owner" (as defined
               in Rule 13d-3 under the Exchange Act), directly or indirectly of
               securities of the Corporation representing 20% or more of the
               combined voting power of the Corporation's then outstanding
               securities;
 
          (ii) the occurrence of a transaction requiring stockholder approval
               for the acquisition of the Corporation by an entity other than
               the Corporation or a Subsidiary through purchase of assets, or by
               merger, or otherwise; or          
 
        (iii)the filing of an application with any regulatory authority
               having jurisdiction over the ownership of the Corporation by any
               "person," as defined in the preceding paragraph, to acquire 20%
               or more of the combined voting power of the Corporation's then
               outstanding securities.
 
     (d)  For purposes of this Section 11, a "Change of Control" shall not
          result from any transaction precipitated by the Corporation's
          insolvency, appointment of a conservator, or determination by a
          regulatory agency that the Corporation is insolvent, nor from any
          transaction initiated by the Corporation in regard to creating a
          holding company of which the Corporation would be a primary entity,
          nor from any transaction initiated by the Corporation in regard to
          converting from a publicly traded company to a privately held company.
 
SECTION 12.  General Provisions
-------------------------------
 
     (a)  All certificates for shares of Stock delivered under the Plan shall be
          subject to such stock transfer orders and other restrictions as the
          Committee may deem advisable under the rules, regulations, and other
          requirements of the Commission, any stock exchange upon which the
          Stock is then listed, and any applicable Federal or state securities
          or other laws, and the Committee may cause a legend or legends to be
          put on any such certificates to make appropriate reference to such
          restrictions.
 
     (b)  Nothing set forth in this Plan shall prevent the Board from adopting
          other or additional compensation arrangements, subject to stockholder
          approval if such approval is required; and such arrangements may be
          either generally applicable or applicable only in specific cases. The
          Corporation and its Subsidiaries specifically reserve the right to
          terminate (whether by dismissal, discharge, retirement or otherwise)
          any Participant's employment with the Company or a Subsidiary at any
          time at will. Neither the granting of an Award nor the adoption of the
          Plan shall confer upon any employee of the Corporation or its
          Subsidiaries any right to continued employment with the Corporation or
          a Subsidiary, as the case may be, nor shall it interfere in any way
          with the right of the Corporation or a Subsidiary to terminate the
          employment of any of its employees at any time.
 
     (c)  Each Participant shall, no later than the date as of which the value
          of an Award first becomes includable in the gross income of the
          Participant for Federal income tax purposes, pay to the Corporation,
          or make arrangements satisfactory to the Committee regarding payment
          of, any Federal, state, or local taxes of any kind required by law to
          be withheld with respect to the Award. The obligations of the
          Corporation under the Plan shall be conditional on such payment or
          arrangements and the Corporation (and, where applicable, its
          Subsidiaries), shall, to the extent permitted by law, have the right
          to deduct any such taxes from any payment of any kind otherwise due to
          the Participant. A Participant may irrevocably elect to have the
          withholding tax obligations or, in the case of all Awards hereunder
          except Stock Options which have related Option Price Adjustment Rights
          or Stock Appreciation Rights, if the Committee so determines, any
          additional tax obligation with respect to any Awards hereunder
          satisfied by (a) having the Corporation withhold shares of Stock
          otherwise deliverable to the Participant with respect to the Award or
          (b) delivering to the Corporation shares of unrestricted Stock;
          provided, however, that if the Participant is an "officer" of the
          Corporation within the meaning of Section 16 of the Exchange Act, no
          such election shall be made (i) unless the Plan has been approved by
          shareholders in accordance with Section 15 of the Plan and 
 
        (ii) such
          election is made either (a) during one of the          "window" periods described in section (c)(3)(iii) of Rule 16b-3
          promulgated under the Exchange Act, or (b) at least six months prior
          to the date income is recognized with respect to the Award.
 
     (d)  No members of the Board or the Committee, nor any officer or employee
          of the Corporation acting on behalf of the Board or the Committee,
          shall be personally liable for any action, determination, or
          interpretation taken or made in good faith with respect to the Plan,
          and all members of the Board or the Committee and each and any officer
          or employee of the Corporation acting on their behalf shall, to the
          extent permitted by law, be fully indemnified and protected by the
          Corporation in respect of any such action, determination or
          interpretation provided such individual first gives the Corporation an
          opportunity, at its own expense, to handle and defend any legal action
          before such individual undertakes to handle and defend such legal
          action.
 
     (e)  The existence of Stock Options, Stock Appreciation Rights, Restricted
          Stock and Performance Awards shall not affect the right or power of
          the Corporation and its shareholders to make adjustments,
          recapitalizations, reorganizations, or other changes to the
          Corporation's capital structure or its business; issue bonds,
          debentures, preferred or prior preference stocks affecting the
          Corporation's Common Stock or the rights thereof; dissolve or
          liquidate the Corporation, or sell or transfer any part of its assets
          or business; or any other corporate act, whether of a similar
          character or otherwise.
 
     (f)  The validity, interpretation, and administration of the Plan and of
          any rules, regulations, determinations, or decisions made thereunder,
          and the rights of any and all persons having or claiming to have any
          interest therein or thereunder, shall be determined exclusively in
          accordance with the laws of the State of Georgia, except where those
          laws may be superseded by the laws of the United States of America.
          Without limiting the generality of the foregoing, the period within
          which any action in connection with the Plan must be commenced shall
          be governed by the laws of the State of Georgia.
 
     (g)  The obligation of the Corporation to make payment of Awards in Stock
          shall be subject to all applicable laws, rules and regulations, and to
          such approvals by government agencies as may be required. The
          Corporation shall be under no obligation to register under the
          Securities Act of 1933, as amended from time to time ("1993 Act"), any
          of the shares of Stock paid under the Plan. If the Stock paid under
          the Plan may in certain circumstances be exempt from registration
          under the 1933 Act, the Corporation may restrict the transfer of such
          Stock in such manner as it deems advisable to ensure the availability
          of any such exemption.
 
 
SECTION 13.  Cash Awards and Loans
----------------------------------
 
The Committee, in its sole discretion, at any time may authorize special cash
Awards to Participants to enable them to fund the exercise price of a Stock
Option or any taxes that must be paid or withheld upon the exercise of a Stock
Option or Stock Appreciation Right to fund the purchase price (if any) of
Restricted Stock or any taxes that must be paid or withheld with respect to
Restricted Stock, or to fund any taxes that must be paid or withheld with
respect to any Performance Award. The Committee in its sole discretion, at any
time, may assist a Participant in obtaining a loan for any funds required in
connection with any aspect of the Plan, including without limitation the
exercise or purchase price of any Award and any taxes that must be paid or
withheld in connection with any Award.
 
SECTION 14.  Accounting
-----------------------
 
It is the intent of the Board that the accounting expenses for any Awards under
this Plan to employees of Subsidiaries be charged to the Subsidiaries employing
such employees and not to the Corporation. The Board of Directors and the
Committee shall have the right to adopt any policies and procedures required in
order to carry out this intent.
 
 
SECTION 15.  Effective Date of Plan
-----------------------------------
 
The Plan shall become effective upon the earlier of its adoption by the Board of
Directors or by the Executive Committee of the Board of Directors; provided,
however, that Incentive Stock Options awarded hereunder shall be automatically
converted into Non-Qualified Stock Options if shareholder approval of the Plan
is not obtained within twelve months of the Plan's effective date.
 
 
SECTION 16.  Term of Plan
-------------------------
 
No Stock Option, Stock Appreciation Right, Restricted Stock or Performance Award
shall be granted pursuant to the Plan on or after the tenth anniversary of the
effective date of the Plan, but Awards theretofore granted may extend beyond
that date.
 
 
SECTION 17.  Execution
----------------------
 
IN WITNESS WHEREOF, the Corporation has caused this Plan to be signed by its
duly authorized officers effective as of this 1st day of March, 2002.
 
 
                                        TOTAL SYSTEM SERVICES, INC.
 
 
                                        By:/s/G.Sanders Griffith, III
 
                                        Title:Senior Executive Vice President
                                              General Counsel and Secretary