AMENDED AND RESTATED TOTAL SYSTEM SERVICES, INC. DIRECTORS' DEFERRED COMPENSATION PLAN

EXHIBIT 10.2

AMENDED AND RESTATED TOTAL SYSTEM SERVICES, INC.
DIRECTORS’ DEFERRED COMPENSATION PLAN

     Effective as of the 1 ^st day of January, 2009, Total System Services, Inc. (the “Company”) hereby approves and adopts the amended and restated Total System Services, Inc. Directors’ Deferred Compensation Plan (the “Plan”).

BACKGROUND AND PURPOSE

     A.  Goal . The Company desires to provide members of its Board of Directors with an opportunity (i) to defer the receipt and income taxation of a portion of such directors’ retainers, fees, and other compensation as described in the Plan; and (ii) to receive an investment return on those deferred amounts.

     B.  Purpose . The purpose of the Plan is to set forth the terms and conditions pursuant to which these deferrals may be made and deemed invested and to describe the nature and extent of the Directors’ rights to their deferred amounts.

     C.  Type of Plan . The Plan constitutes an unfunded, nonqualified deferred compensation plan and is intended to meet the requirements of Code Section 409A.

ARTICLE I
DEFINITIONS

     For purposes of the Plan, each of the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context.

     1.1 “Account” shall mean, with respect to a Participant or Beneficiary, the total notional dollar amount or value evidenced by the last balance posted in accordance with the terms of the Plan to the record established for such Participant or Beneficiary with respect to the Deferral Contributions of such Participant for any Plan Year.

     1.2 “Beneficiary” shall mean, with respect to a Participant, the person(s) determined in accordance with Section 5.5 to receive any death benefits that may be payable under the Plan upon the death of the Participant.

     1.3 “Board” shall mean the Board of Directors of Total System Services, Inc.

     1.4 “Business Day” shall mean each day on which the New York Stock Exchange operates and is open to the public for trading.

     1.5 “Code” shall mean the Internal Revenue Code of 1986, as amended.

     1.6 “Company” or “TSYS” shall mean Total System Services, Inc., a Georgia corporation.

     1.7 “Compensation” shall mean the total of the directors’ fees and retainers which actually would be payable to a Director in cash during a Plan Year absent a Deferral Election under this Plan.

     1.8 “Deferral Contributions” shall mean, for each Plan Year, that portion of a Participant’s Compensation deferred under the Plan pursuant to Section 3.2.

     1.9 “Deferral Election” shall mean a written election form provided by the Plan Administrator on which a Participant may elect to defer under the Plan all or a portion of such individual’s Compensation for a Plan Year.

     1.10 “Director” shall mean a member of the Board.

     1.11 “Effective Date” shall mean January 1, 2009. The original effective date of the Plan was January 1, 2002.

     1.12 “Election Deadline” shall mean, with respect to a Plan Year:

     (a) For a Director who is then a member of the Board, the December 20 (or if December 20 is not a Business Day, the last Business Day immediately preceding December 20) immediately preceding the first day of such Plan Year.

     (b) For a Director who is first elected by shareholders to be a member of the Board after (or within thirty (30) days before) the Election Deadline described in Section 1.12(a) above with respect to a Plan Year, the date which is thirty (30) days after the date the Director first becomes eligible to participate in the Plan.

     1.13 “Investment Election” shall mean a written election form provided by the Plan Administrator on which a Participant may elect to have such individual’s Deferral Contributions for a Plan Year (and all investment earnings attributable thereto) invested to the extent permitted under the terms of the Plan.

     1.14 “Investment Options” shall mean (a) any designated open-end registered investment company for which . Fidelity Investments or one of its subsidiaries or affiliates (collectively “Fidelity”) serves as investment advisor or for which Fidelity is the principal underwriter, and (b) any other investment option selected by the Plan Administrator.

     1.15 “Participant” shall mean any person participating in the Plan pursuant to the provisions of Article II.

     1.16 “Plan” shall mean the Total System Services, Inc. Directors’ Deferred Compensation Plan, as contained herein and all amendments hereto.

     1.17 “Plan Administrator” shall mean the Company’s Compensation Committee and any individual or committee the Board designates to act on the Compensation Committee’s behalf with respect to any or all of the Compensation Committee’s responsibilities hereunder.

     1.18 “Plan Year” shall mean each calendar year period beginning on January 1 and ending on December 31.

     1.19 “Specified Employee” shall mean specified employee within the meaning of Section 409A.

     1.20 “Valuation Date” shall mean each business day in the Plan Year and such other date(s) as designated by the Plan Administrator.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

     2.1 Annual Participation . Each individual who is a Director as of the first day of a Plan Year and is a member of the Board before the beginning of such Plan Year shall be eligible to defer all or a portion of such individual’s Compensation and thereby to actively participate in the Plan for such Plan Year. Such individual’s participation shall become effective as of the first day of such Plan Year, assuming such individual properly and timely completes the election procedures described below.

     2.2 Interim Plan Year Participation . Each individual who becomes a Director during a Plan Year shall be immediately eligible to make a Deferral Election and thereby to participate actively in the Plan for the remainder of such Plan Year.

     2.3 Election Procedures . Each Director shall elect to defer all or a portion of such individual’s Compensation and thereby become an active Participant for a Plan Year by delivering a completed Deferral Election and an Investment Election by the Election Deadline. The Plan Administrator also may require the Director to complete other forms and provide other data, as a condition of participation in the Plan.

     2.4 Cessation of Eligibility . A Director’s active participation in the Plan shall terminate, and such individual shall not be eligible to make any additional Deferral Contributions for any portion of a Plan Year following the date such individual’s service as a Director with Total System Services, Inc. ceases. In addition, an individual who actively participated in the Plan during prior Plan Years but who is not a Director or does not complete the election procedures, for a subsequent Plan Year, shall cease active participation in the Plan for such subsequent Plan Year. Even if an individual’s active participation in the Plan ends, such individual shall remain an inactive Participant in the Plan until the earlier of (i) the date the full amount of such individual’s Accounts is

distributed from the Plan, or (ii) the date such individual again becomes a Director and recommences active participation in the Plan. During the period of time that an individual is an inactive Participant in the Plan, such individual’s Accounts shall continue to be credited with earnings as provided in the Plan.

ARTICLE III
PARTICIPANTS’ ACCOUNTS; DEFERRAL CONTRIBUTIONS

     3.1 Participants’ Accounts .

     (a) Establishment of Accounts . The Plan Administrator shall establish and maintain an Account on behalf of each Participant for each Plan Year for which the Participant makes Deferral Contributions. The Plan Administrator shall credit each Participant’s Account with the Participant’s Deferral Contributions for such Plan Year and earnings attributable thereto, and shall maintain such Account until the value thereof has been distributed to or on behalf of the Participant or the Participant’s Beneficiary.

     3.2 Deferral Contributions .

     (a) Each Director may irrevocably elect to have Deferral Contributions made for a Plan Year by completing in a timely manner a Deferral Election and an Investment Election and following other election procedures as provided in Section 2.3. Subject to any modifications, additions or exceptions that the Plan Administrator, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to such Deferral Elections:

     (b) Effective Date . A Participant’s Deferral Election for all or a portion of a Plan Year shall be effective beginning with the first Compensation (i) in such Plan Year with respect to a Participant participating for the entire Plan Year, and (ii) with respect to a Participant participating for a portion of a Plan Year, in the calendar month following the calendar month in which the Participant makes a Deferral Election. To be effective, a Participant’s Deferral Election must be made by the Election Deadline. Any Participant who fails to deliver a Deferral Election, or to complete any of the other requisite election procedures, in a timely manner, shall be deemed to have elected not to participate in the Plan for that Plan Year.

     (c) Term . Each Participant’s Deferral Election regarding Compensation for a Plan Year shall remain in effect with respect to a portion of all Compensation paid or payable during such Plan Year, but shall not apply to any subsequent Plan Year.

     (d) Deferral Amount . To defer Compensation, a Participant’s Deferral Election shall specify the percentage of Compensation for a Plan Year to be deferred. A Director may defer for any Plan Year zero percent (0%) or one hundred percent (100%) of the Participant’s Compensation for such Plan Year.

The percentage so elected shall be withheld from each payment of Compensation otherwise payable to such Participant during the Plan Year. Notwithstanding any provision of this Plan or a Deferral Election to the contrary, however, the amount withheld from any payment of Compensation shall be reduced automatically, if necessary, so that it does not exceed the amount of such payment net of all withholding, allotments and deductions, other than any reduction pursuant to such Deferral Election. No amounts shall be withheld during any period an individual ceases to receive Compensation as a Director for any reason during the Plan Year.

     (e) Revocation . Once made for a Plan Year, a Participant may not revoke a Deferral Election for such Plan Year.

     (f) Crediting of Deferral Contributions . The Plan Administrator shall credit to each Participant’s Account for a Plan Year the amount of Compensation reflected on the Participant’s Deferral Election as of the date(s) on which such Compensation would have been paid if not subject to the Participant’s Deferral Election.

     3.3 Vesting . A Participant shall at all times be fully vested in such Participant’s Deferral Contributions and all deemed investment earnings attributable thereto.

ARTICLE IV
DETERMINATION AND CREDITING OF INVESTMENT RETURN

     4.1 General Investment Parameters . The rate of return credited to each Participant’s Accounts shall be determined on the basis of the Investment Option(s) applicable to the Participant’s Accounts.

     4.2 Investment of Existing Account Balances . A Participant may change the percentage of an existing Account balance that will be invested in Investment Options in accordance with procedures established by the Plan Administrator.

     4.3 Investment Subaccounts . For the sole purpose of tracking a Participant’s investment elections and calculating investment earnings attributable to a Participant’s Account for a Plan Year pursuant to the terms of this Article IV, the Plan Administrator may establish and maintain for such Participant for such Plan Year separate subaccounts, as necessary, the total of which shall equal such Participant’s Account for such Plan Year.

ARTICLE V
PAYMENT OF ACCOUNT BALANCES

     5.1 Benefit Amounts .

     (a) Benefit Entitlement . As the benefit under the Plan, each Participant (or Beneficiary) shall be entitled to receive the total amount of the Participant’s (or Beneficiary’s) Accounts, determined as of the most recent Valuation Date, and payable at such times and in such forms as described in this Article V.

     (b) Valuation of Benefit . For purposes hereof, each Account of a Participant as of any Valuation Date shall be equal to (i) the total amount of all of such Participant’s Deferral Contributions credited thereto; plus or minus (as applicable) (ii) all investment earnings or losses attributable thereto; minus (iii) the total amount of all benefit payments previously made therefrom.

     5.2 Elections of Timing and Form . In conjunction with, and at the time of, completing a Deferral Election for each Plan Year, a Participant shall select the timing and form of the distribution that will apply to the Account of such Participant for Deferral Contributions (and investment earnings attributable thereto) for such Plan Year. The terms applicable to this selection process are as follows:

     (a) Timing . For a Participant’s Account for each Plan Year, the Participant may elect that distribution will be made or commence as of: (1) any January 1 following a special date, (2)&n