TOTAL SYSTEM SERVICES, INC.
Exhibit 10.1

                           TOTAL SYSTEM SERVICES, INC.
                             STOCK OPTION AGREEMENT
                              --------------------

     THIS AGREEMENT ("Agreement"), dated as of the______ day of ____________, by
and between Total System Services,  Inc. (the "Company"),  a Georgia corporation
having its  principal  office at 1200 6th Avenue,  Columbus,  Georgia,  and (the
"Option Holder"), an employee of the Company or a Subsidiary of the Company.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Board of Directors of the Company has adopted the Total System
Services, Inc. 1992 Long-Term Incentive Plan (the "Plan"); and

     WHEREAS,  the  Company  recognizes  the value to it of the  services of the
Option Holder and intends to provide the Option Holder with added  incentive and
inducement to contribute to the success of the Company; and

     WHEREAS,  the  Company  recognizes  the  potential  benefits  of  providing
employees the  opportunity  to acquire an equity  interest in the Company and to
more  closely  align the personal  interests  of  employees  with those of other
shareholders; and

     WHEREAS, effective _______________,  pursuant to the Plan, the Compensation
Committee of the Board of  Directors  of the Company:  (a) granted to the Option
Holder, pursuant to Section 6 of the Plan, an Option in respect of the number of
shares herein below set forth,  (b) designated the Option a Non-Qualified  Stock
Option,  and (c)  fixed  and  determined  the  Option  price  and  exercise  and
termination dates as set forth below.

     NOW THEREFORE,  in consideration of the mutual promises and representations
herein contained and other good and valuable consideration,  it is agreed by and
between the parties hereto as follows:

     1. The terms,  provisions and  definitions of the Plan are  incorporated by
reference and made a part hereof.  All capitalized terms in this Agreement shall
have the same  meanings  given to such terms in the Plan except where  otherwise
noted.

     2.  Subject  to and in  accordance  with the  provisions  of the Plan,  the
Company  hereby  grants to the Option  Holder a  Non-Qualified  Stock  Option to
purchase, on the terms and subject to the conditions  hereinafter set forth, all
or any part of an  aggregate  of ________  shares of the Common Stock ($1.00 par
value)  of  the  Company  at the  purchase  price  of $  __________  per  share,
exercisable  in the  amounts  and at the times set  forth in this  Paragraph  2,
unless the Compensation Committee,  in its sole and exclusive discretion,  shall
authorize  the Option Holder to exercise all or part of the Option at an earlier
date.  The Option may be exercised on or after  ___________,  as provided in the
Plan. Unless sooner terminated as provided in the Plan or in this Agreement, the
Option shall  terminate,  and all rights of the Option  Holder

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     hereunder  shall  expire on  _____________.  In no event may the  Option be
exercised after _________________.

     3.  The  Option,  or any  part  thereof,  may,  to the  extent  that  it is
exercisable,  be  exercised in the manner  provided in the Plan.  Payment of the
aggregate  Option price for the number of shares  purchased and any  withholding
taxes shall be made in the manner provided in the Plan.

     4. The Option or any part thereof may be  exercised  during the lifetime of
the Option  Holder only by the Option Holder and only while the Option Holder is
in the employ of the Company, except as otherwise provided in the Plan.

     5.  Except as provided in the Plan,  the Option  shall not be  transferred,
assigned,  pledged or  hypothecated  in any way.  Upon any attempt to  transfer,
assign,  pledge,  hypothecate or otherwise dispose of the Option or any right or
privilege confirmed hereby contrary to the provisions hereof, the Option and the
rights and privileges confirmed hereby shall immediately become null and void.

     6.   In  the   event   of  any   merger,   reorganization,   consolidation,
recapitalization,  stock  dividend,  or  other  change  in  corporate  structure
affecting  the  Company's  Stock,  any  necessary  adjustment  shall  be made in
accordance with the provisions of Section 4 of the Plan.

     7. In the event of a Change of  Control  (as  defined  in Section 12 of the
Plan), the provisions of Section 12 of the Plan shall apply.

     8. Any notice to be given to the Company shall be addressed to the Chairman
of the Company at 1200 6th Avenue, Columbus, Georgia, 31901.

     9. Nothing herein  contained shall affect the right of the Option Holder to
participate in and receive  benefits under and in accordance with the provisions
of any pension,  insurance or other benefit plan or program of the Company as in
effect from time to time and for which the Option Holder is eligible.

     10. Nothing herein contained shall affect the right of the Company, subject
to the  terms  of any  written  contractual  arrangement  to  the  contrary,  to
terminate the Option Holder's employment at any time for any reason whatsoever.

     11. This  Agreement  shall be binding  upon and inure to the benefit of the
Option Holder,  his personal  representatives,  heirs and legatees,  but neither
this  Agreement  nor any  rights  hereunder  shall be  assignable  or  otherwise
transferable  by the  Option  Holder  except  as  expressly  set  forth  in this
Agreement or in the Plan.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
effective as of the date and year first written above.

TOTAL SYSTEM SERVICES, INC.


By:         ___________________________________


Title:      ___________________________________



OPTION HOLDER


SIGNATURE ___________________________________


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