Exhibit 10.2

               PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT


         THIS  RESTRICTED  STOCK AWARD  AGREEMENT  ("Agreement")  is made
effective  as of  _____________________, 200__,   by  and   between
TOTAL SYSTEM SERVICES, INC.,  a  Georgia   corporation  (the   "Corporation"),
and ______________________________ ("Executive").

         WHEREAS, Executive has been awarded _______ fully paid and
non-assessable shares of the Common Stock of the Corporation, par value $1.00
per share ("Restricted Shares"), pursuant to the terms and conditions of the
Corporation's 2002 Long-Term Incentive Plan ("Plan") and this Agreement; and

         WHEREAS, the Restricted Shares will be held in an account at Mellon
Investor Services, LLC ("Mellon") for Executive until the shares become
transferable and non-forfeitable in accordance with the terms and conditions of
the Plan and this Agreement.

         NOW, THEREFORE, in accordance with the provisions of the Plan and this
Agreement, Executive hereby agrees to the following terms and conditions:

1.       Transfer of Shares; Custody of Restricted Shares
         ------------------------------------------------

         The Corporation hereby transfers the Restricted Shares to Executive
         subject to the terms and conditions set forth in the Plan and in this
         Agreement. Effective upon the date of such transfer, Executive will be
         the holder of record of the Restricted Shares and will have all rights
         of a shareholder with respect to such shares (including the right to
         vote such shares at any meeting at which the holders of the
         Corporation's Common Stock may vote, the right to receive all dividends
         declared and paid upon such shares and the right to exercise any rights
         or warrants issued in respect of any such shares), subject only to the
         terms and conditions set forth in the Plan and in this Agreement. The
         Restricted Shares will be held in an account for Executive at Mellon,
         who will hold the shares in accordance with the terms and conditions
         set forth in the Plan and in this Agreement.

2.       Restriction Against Transfer
         ----------------------------

         Neither the Restricted Shares nor any interest in the Restricted Shares
         may be sold, assigned, transferred, pledged or hypothecated or
         otherwise be disposed of or encumbered except at the time(s) and under
         the circumstances specifically permitted or required by this Agreement
         including, but not limited to, any pledge of the Restricted Shares. In
         the event of any attempt to effect any action in contravention of the
         next preceding sentence, then, any provision of this Agreement to the
         contrary notwithstanding, such Restricted Shares shall thereupon be
         forfeited to the Corporation.

3.       Forfeiture Condition
         --------------------

         Any Restricted Shares which do not vest pursuant to the provisions of
         Section 4 below will be forfeited to the Corporation, as more fully
         provided in Section 4 below.

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4.       Vesting of Restricted Shares
         ----------------------------

         (a) Vesting Conditions. The vesting of the Restricted Shares will occur
         over a ______-year period of time, January 1, ____ to December 31, ____
         (the "Vesting Period"), unless Executive becomes 100% vested pursuant
         to this paragraph 4(a) or paragraph 4(c) before December 31, ____, in
         which case the Vesting Period shall end earlier. Within 90 days after
         the beginning of each calendar year during the Vesting Period, the
         Compensation Committee will establish a performance goal for such
         calendar year based upon the Corporation's earnings per share (each
         such goal is hereinafter referred to as the "Performance Measure" for
         the applicable year of the Vesting Period). If the Performance Measure
         for an applicable year of the Vesting Period is attained, and if
         Executive remains in the continuous employ of the Corporation or a
         Subsidiary of Synovus Financial Corp. or the Corporation through
         December 31 of the applicable year of the Vesting Period, then __%
         of the Restricted Shares will vest as of the date the Compensation
         Committee determines that the Performance Measure has been attained.
         Unless previously forfeited pursuant to paragraphs 4(b) or (d),
         or vested pursuant to paragraph 4(c), any Restricted Shares
         that are not vested pursuant to the provisions of this paragraph
         as a result of the attainment of Performance Measures and continued
         employment during the Vesting Period automatically will be forfeited
         to the Corporation.

         (b) Effect of Voluntary Termination or Termination for Cause or
         Suicide. If Executive's employment with the Corporation and its
         Subsidiaries is terminated prior to the end of the Vesting Period: (i)
         by Executive voluntarily or (ii) by the Corporation or a Subsidiary for
         Cause or (iii) by Executive's death due to suicide before all
         Restricted Shares vest pursuant to the provisions of paragraph 4(a)
         above, then any Restricted Shares which are not vested at the time of
         such termination will be forfeited to the Corporation on the date of
         such termination.

         (c) Effect of Death (Other Than by Suicide) or Disability. If
         Executive's employment with the Corporation and its Subsidiaries
         terminates prior to the end of the Vesting Period by reason of
         Executive's death (other than by suicide) or Disability, then any
         Restricted Shares which are not vested at the time of such termination
         will become vested automatically.

         (d) Effect of Retirement or Leave of Absence. If Executive's employment
         with the Corporation and its Subsidiaries is terminated prior to the
         end of the Vesting Period by reason of Executive's Retirement, then any
         Restricted Shares which are not vested on the date of Executive's
         Retirement will be forfeited to the Corporation on the date of such
         Retirement, unless the Compensation Committee in its sole and exclusive
         discretion determines otherwise. A leave of absence which is approved
         in writing by the Compensation Committee with specific reference to
         this Agreement will not be considered a termination of Executive's
         employment with the Corporation and its subsidiaries for purposes of
         this Section 4 or any other provision of this Agreement.

         (e) No Forfeiture of Vested Shares. Any Restricted Share which vests
         pursuant to the preceding provisions of this Section 4 will not
         thereafter be forfeited. As soon as practicable after any Restricted
         Shares vest pursuant to the preceding provisions of this Section 4,
         Mellon will transfer or deliver such shares to Executive free of any
         restrictions imposed pursuant to the terms and conditions set forth in
         this Agreement, but not necessarily free of restrictions imposed by
         applicable securities laws.

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5.       Effect of Forfeiture
         --------------------

         Any Restricted Shares which are forfeited to the Corporation pursuant
         to any provision of this Agreement will be surrendered and such shares
         will thereupon be canceled. All of Executive's rights and interests in
         and to such shares (including the purchase price, if any, paid for such
         shares) will terminate upon such forfeiture without any payment of
         consideration by the Corporation, unless otherwise determined by the
         Committee.

6.       General Provisions
         ------------------

         (a) Administration, Interpretation and Construction. The terms and
         conditions set forth in this Agreement will be administered,
         interpreted and construed by the Compensation Committee, whose
         decisions will be final, conclusive and binding on the Corporation, on
         Executive and on anyone claiming under or through the Corporation or
         Executive. Without limiting the generality of the foregoing, any
         determination as to whether an event has occurred or failed to occur
         which causes the Restricted Shares to be forfeited pursuant to the
         terms and conditions set forth in this Agreement, will be made in the
         good faith but absolute discretion of the Compensation Committee. By
         accepting the transfer of Restricted Shares, Executive irrevocably
         consents and agrees to the terms and conditions set forth in this
         Agreement and to all actions, decisions and determinations to be taken
         or made by the Compensation Committee in good faith pursuant to the
         terms and conditions set forth in this Agreement.

         (b) Withholding. The Corporation will have the right to withhold from
         any payments to be made to Executive (whether under this Agreement or
         otherwise) any taxes the Corporation determines it is required to
         withhold with respect to Executive under the laws and regulations of
         any governmental authority, whether Federal, state or local and whether
         domestic or foreign, in connection with this Agreement, including,
         without limitation, taxes in connection with the transfer of Restricted
         Shares or the lapse of restrictions on Restricted Shares. Failure to
         submit any such withholding taxes shall be deemed to cause otherwise
         lapsed restrictions on Restricted Shares not to lapse.

         (c) Rights Not Assignable or Transferable. No rights under this
         Agreement will be assignable or transferable other than by will or the
         laws of descent and distribution, either voluntarily, or, to the full
         extent permitted by law, involuntarily, by way of encumbrance, pledge,
         attachment, levy or charge of any nature except as otherwise provided
         in this Agreement. Executive's rights under this Agreement will be
         exercisable during Executive's lifetime only by Executive or by
         Executive's guardian or legal representative.

         (d) Terms and Conditions Binding. The terms and conditions set forth in
         the Plan and in this Agreement will be binding upon and inure to the
         benefit of the Corporation, its successors and assigns, including any
         assignee of the Corporation and any successor to the Corporation by
         merger, consolidation or otherwise, and Executive, Executive's heirs,
         devisees and legal representatives. In addition, the terms and
         conditions set forth in the Plan and in this Agreement will be binding
         upon and inure to the benefit of Mellon and its successors and assigns.

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         (e) No Employment Rights. No provision of this Agreement or the Plan
         will be deemed to confer upon Executive any right to continue in the
         employ of the Corporation or a Subsidiary or will in any way affect the
         right of the Corporation or a Subsidiary to dismiss or otherwise
         terminate Executive's employment at any time for any reason with or
         without cause, or will be construed to impose upon the Corporation or a
         Subsidiary any liability for any forfeiture of Restricted Shares which
         may result under this Agreement if Executive's employment is so
         terminated.

         (f) No Liability for Good Faith Business Acts or Omissions. Executive
         recognizes and agrees that the Compensation Committee, the Board, or
         the officers, agents or employees of the Corporation and its
         Subsidiaries, in their oversight or conduct of the business and affairs
         of the Corporation and its Subsidiaries, may in good faith cause the
         Corporation or a Subsidiary to act, or to omit to act, in a manner that
         may, directly or indirectly, prevent the Restricted Shares from
         vesting. No provision of this Agreement will be interpreted or
         construed to impose any liability upon the Corporation, a Subsidiary,
         the Compensation Committee, Board or any officer, agent or employee of
         the Corporation or a Subsidiary, for any forfeiture of Restricted
         Shares that may result, directly or indirectly, from any such action or
         omission.

         (g) Recapitalization. In the event that Executive receives, with
         respect to Restricted Shares, any securities or other property (other
         than cash dividends) as a result of any stock dividend or split,
         spin-off, recapitalization, merger, consolidation, combination or
         exchange of shares or a similar corporate change, any such securities
         or other property received by Executive will likewise be held by Mellon
         and be subject to the terms and conditions set forth in this Agreement
         and will be included in the term "Restricted Shares."

         (h) Appointment of Agent. By accepting the transfer of Restricted
         Shares, Executive irrevocably nominates, constitutes, and appoints
         Mellon as Executive's agent for purposes of surrendering or
         transferring the Restricted Shares to the Corporation upon any
         forfeiture required or authorized by this Agreement. This power is
         intended as a power coupled with an interest and will survive
         Executive's death. In addition, it is intended as a durable power and
         will survive Executive's disability.

         (i) Legal Representative. In the event of Executive's death or a
         judicial determination of Executive's incompetence, reference in this
         Agreement to Executive shall be deemed, where appropriate, to
         Executive's heirs or devises.

         (j) Titles. The titles to sections or paragraphs of this Agreement are
         intended solely for convenience and no provision of this Agreement is
         to be construed by reference to the title of any section or paragraph.

         (k) Plan Governs. The Restricted Shares are being transferred to
         Executive pursuant to and subject to the Plan, a copy of which is
         available upon request to the Corporate Secretary of the Corporation.
         The provisions of the Plan are incorporated herein by this reference,
         and all capitalized terms in this Agreement shall have the same
         meanings given to such terms in the Plan. The terms and conditions set
         forth in this Agreement will be administered, interpreted and construed
         in accordance with the Plan, and any such term or condition which
         cannot be so administered, interpreted or construed will to that extent
         be disregarded.

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<PAGE>


         (l) Complete Agreement. This instrument contains the entire agreement
         of the parties relating to the subject matter of this Agreement and
         supersedes and replaces all prior agreements and understandings with
         respect to such subject matter. The parties hereto have made no
         agreements, representations or warranties relating to the subject
         matter of this Agreement which are not set forth herein or incorporated
         by reference.

         (m) Amendment; Modification; Waiver. No provision set forth in this
         Agreement may be amended, modified or waived unless such amendment,
         modification or waiver shall be authorized by the Compensation
         Committee and shall be agreed to in writing, signed by Executive and by
         an officer of the Corporation duly authorized to do so. No waiver by
         either party hereto of any breach by the other party of any condition
         or provision set forth in this Agreement to be performed by such other
         party will be deemed a waiver of a subsequent breach of such condition
         or provision, or will be deemed a waiver of a similar or dissimilar
         provision or condition at the same time or at any prior or subsequent
         time.

         (n) Governing Law. The validity, interpretation, performance and
         enforcement of the terms and conditions set forth in this Agreement
         will be governed by the laws of the State of Georgia, the state in
         which the Corporation is incorporated, without giving effect to the
         principles of conflicts of law of that state.

         The Corporation has issued the Restricted Shares in accordance with the
foregoing terms and conditions and in accordance with the provisions of the
Plan. By signing below, Executive hereby agrees to the foregoing terms and
conditions of the Restricted Shares.

         IN WITNESS WHEREOF, Executive has set Executive's hand and seal,
effective as of the date and year set forth above.



                                                                  (L.S.)
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