Exhibit 10.1
                              NON-EMPLOYEE DIRECTOR
                        RESTRICTED STOCK AWARD AGREEMENT

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

         WHEREAS, Director has been awarded _______ fully paid and
non-assessable shares of the Common Stock of the Corporation, par value $0.10
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 Director 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, Director hereby agrees to the following terms and conditions:

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

         The Corporation hereby transfers the Restricted Shares to Director
         subject to the terms and conditions set forth in the Plan and in this
         Agreement. Effective upon the date of such transfer, Director 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 Director 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 unless the
         Corporation's Compensation Committee in its sole discretion determines
         otherwise, as more fully provided in Section 4 below.

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

         (a) Vesting Conditions. If Director continues to serve on the Board of
         Directors of the Corporation through the date(s) indicated in Column I
         below, the Restricted Shares will become non-forfeitable (i.e., "vest")
         to the extent indicated in Column II below:

                (I)                                         (II)
          If service                              the % of the Restricted
         continues through        then            Shares which vests is
         -----------------                        -----------------------

         ____________, 200__                                   100%

         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 Restricted Shares which are not vested on the date of
         Director's termination of service from the Board of Directors will be
         forfeited to the Corporation, unless the Compensation Committee in its
         sole and exclusive discretion determines otherwise.

         (b) Effect of Death (Other Than by Suicide) or Disability. If
         Director's service with the Board of Directors of the Corporation
         terminates by reason of Director'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.

         (c) Effect of Attaining Age 72. If Director's service with the Board of
         Directors terminates due to Director's attainment of age 72 pursuant to
         the provisions of the Corporation's by-laws, then any Restricted Shares
         which are not vested at the time of such termination of service will
         become vested automatically.

         (d) 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 Director 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.

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 Director'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.

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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
         Director and on anyone claiming under or through the Corporation or
         Director. 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, Director 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) 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. Director's rights under this Agreement will be
         exercisable during Director's lifetime only by Director or by
         Director's guardian or legal representative.

         (c) 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 Director, Director'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.

         (d) No Liability for Good Faith Business Acts or Omissions. Director
         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.

         (e) Recapitalization. In the event that Director 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 Director 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."

         (f) Appointment of Agent. By accepting the transfer of Restricted
         Shares, Director irrevocably nominates, constitutes, and appoints
         Mellon as Director's agent for purposes of surrendering or

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         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
         Director's death. In addition, it is intended as a durable power and
         will survive Director's disability.

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

         (h) 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.

         (i) Plan Governs. The Restricted Shares are being transferred to
         Director 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.

         (j) 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.

         (k) 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 Director 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.

         (l) 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, Director hereby agrees to the foregoing terms and
conditions of the Restricted Shares.

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




                                                                     (L.S.)
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