0000950144-08-000002 Sample Contracts

TOTAL SYSTEM SERVICES, INC. STOCK OPTION AGREEMENT [DATE]
Stock Option Agreement • January 2nd, 2008 • Total System Services Inc • Services-business services, nec

THIS AGREEMENT (“Agreement”), dated as of the day of , 2008, by and between TOTAL SYSTEM SERVICES, INC. (the “Company”), a Georgia corporation having its principal office at 1600 First Avenue, Columbus, Georgia, and (the “Option Holder”), an employee of the Company or a Subsidiary of the Company.

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 2nd, 2008 • Total System Services Inc • Services-business services, nec • Georgia

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any Shares of Restricted Stock which are not vested on the date of Executive’s termination of employment will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • January 2nd, 2008 • Total System Services Inc • Services-business services, nec • Georgia

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any RSUs which are not vested on the date of Executive’s termination of employment will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 2nd, 2008 • Total System Services Inc • Services-business services, nec • Georgia

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective as of , 2008, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Corporation”), and (“Executive”).

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