TOTAL SYSTEM SERVICES, INC.
Exhibit 10.2
                             SYNOVUS FINANCIAL CORP.
                             STOCK OPTION AGREEMENT
                              --------------------

     THIS AGREEMENT  ("Agreement"),  dated as of the ___ day of _____,  ____, by
and between  SYNOVUS  FINANCIAL  CORP. (the  "Company"),  a Georgia  corporation
having its principal office at 1111 Bay Avenue,  Suite 500,  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 Synovus
Financial Corp. _____ 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

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     Option Holder 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. Unless otherwise  designated by the Compensation  Committee,  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 a
nontransferable  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 11 of the
Plan), the provisions of Section 11 of the Plan shall apply.

     8. Any  notice  to be  given  to the  Company  shall  be  addressed  to the
President of the Company at 1111 Bay Avenue, Suite 500, 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 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.

     Company has issued the Option with  foregoing  the terms and  conditions in
accordance with the provisions of the Plan. You will be deemed to have agreed to
the foregoing terms and conditions of the Option, unless you object by notifying
the Synovus  Compensation  Department  within 30 days after your receipt of this
Agreement.