INDEMNIFICATION AGREEMENT

Exhibit 10.1

INDEMNIFICATION AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of July, 2007, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), and _____________________ (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 16.

RECITALS :

WHEREAS , Indemnitee performs a valuable service for the Company;

WHEREAS , the Bylaws of the Company (the “Bylaws”) and the Georgia Business Corporation Code, as amended (the “GBCC”), by their nonexclusive nature, permit contracts between the Company and the [directors/officers] of the Company with respect to indemnification of such officers or directors;

WHEREAS , the Board of Directors of the Company has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as [directors/officers] that this situation is detrimental to the best interests of the Company’s shareholders and that therefore the Company should act to assure its [directors/officers] that there will be increased certainty of indemnification protection in the future;

WHEREAS , this Agreement is a supplement to the provisions of the GBCC and the Bylaws and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS , in recognition of the need to provide Indemnitee with substantial protection against personal liability and in order to induce Indemnitee to continue to serve as a [director/officer] of the Company, the Company has determined and agreed to enter into this Agreement with Indemnitee;

NOW, THEREFORE , in consideration of Indemnitee’s service as a [director/officer] after the date hereof, the parties hereto agree as follows:

(a)       Subject to Section 5, the Company hereby agrees to hold harmless and indemnify Indemnitee if Indemnitee is a party to a Proceeding by reason of Indemnitee’s Corporate Status to the maximum extent not prohibited by the GBCC, as the same now exists or may hereafter be amended (but only to the extent any such amendment permits the Company to provide broader indemnification rights than the GBCC permitted the Company to provide prior to such amendment); provided, however, that except as provided in Section 6, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with a Proceeding initiated by Indemnitee (other than in a Corporate Status capacity) against the Company or any director or officer of the Company unless the Company has joined in or consented in writing to the initiation of such action.

(b)       In addition, to the extent that Indemnitee is a witness in any Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

(c)       Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not be obligated to indemnify Indemnitee for expenses and the payment of profits by Indemnitee arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or any similar successor statute; provided , however , that the Company may advance expenses in accordance with Section 2 of this Agreement in connection with Indemnitee’s defense of a claim under Section 16(b) of the 1934 Act, which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such expenses.

(a)        Procedure for Advancement of Expenses . The Company shall pay for or reimburse the Expenses incurred by Indemnitee if Indemnitee was or is a party to a Proceeding because of Indemnitee’s Corporate Status in advance of final disposition of the Proceeding if:

(i)        Indemnitee furnishes the Company a written affirmation, in a form reasonably acceptable to the Company, of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct set forth in the GBCC or that the Proceeding involves conduct for which liability has been eliminated under a provision of the Articles of Incorporation as authorized by Section 14-2-202(b)(4) of the GBCC; and

(ii)       Indemnitee furnishes the Company a written undertaking, in a form reasonably satisfactory to the Company, to repay any advances if it is ultimately determined that Indemnitee is not entitled to indemnification under this Agreement. Such undertaking must be an unlimited general obligation of Indemnitee but need not be secured and may be accepted without reference to the financial ability of Indemnitee to make repayment.

(b)       Notwithstanding any other provision of this Agreement, the Company shall advance any and all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status within fifteen (15) business days after Indemnitee has presented the affirmation and undertaking required pursuant to Section 2(a). Any advances and undertakings to repay pursuant to this Section 2 shall be unsecured and interest free. Notwithstanding the foregoing, the obligation of the Company to advance Expenses pursuant to this Section 2 shall be subject to the condition that, if, when and to the extent that the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided , however , that if Indemnitee has

commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

3.          Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful on the merits or otherwise in any Proceeding, Indemnitee shall be indemnified against reasonable Expenses incurred by Indemnitee in connection with the Proceeding, regardless of whether Indemnitee has met the standards set forth in the GBCC and without any action or determination in accordance with Section 5. If Indemnitee is not wholly successful in such Proceeding but is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter.

4.          Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any costs, claims or losses but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

5.          Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of this Agreement to secure for Indemnitee rights of indemnification that are as favorable as may be permitted under the law and public policy of the State of Georgia. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement ( provided , however , in the event the procedures for determination of entitlement to indemnification as currently set forth in the GBCC are amended to create any material inconsistency between such procedures in the GBCC and the procedures set forth below, the procedures set forth below shall also be deemed to be amended in the same manner to the extent necessary to remove the inconsistency without any further action on the part of the Company or Indemnitee):

(a)       To obtain indemnification (including, but not limited to, the advancement of Expenses) under this Agreement, Indemnitee shall submit to the Company a written request in form reasonably satisfactory to the Company, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary, in the Company’s opinion, to determine whether and to what extent Indemnitee is entitled to indemnification. The General Counsel of the Company (or in the absence of the General Counsel, the Chief Financial Officer of the Company) shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Any Expenses incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless for any Expenses incurred

by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification.

(b)       The Company shall not indemnify Indemnitee under Section 1(a) unless a determination has been made for a specific Proceeding that indemnification of Indemnitee is permissible because Indemnitee has met the standards set forth in the GBCC. The determination shall be made:

(i)        If there are two or more Disinterested Directors, by the Board of Directors by a majority vote of all the Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote;

(A)      selected in the manner prescribed in paragraph (i) of this subsection; or

(B)      if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate); or

(iii)      By the shareholders, but the shares owned by or voted under the control of the officers and directors who are at the time parties to the Proceeding may not be voted on the determination;

provided, however, that following a Change of Control of the Company, with respect to all matters thereafter arising out of acts, omissions or events prior to the Change of Control of the Company concerning the rights of Indemnitee to seek indemnification under this Section 5, such determination shall be made by special legal counsel nominated by Indemnitee and selected by the Board of Directors or its committee in the manner described in Section 5(b)(ii) above (which selection shall not be unreasonably withheld), which counsel has not otherwise performed services (other than in connection with similar matters) within the five years preceding its engagement to render such opinion for Indemnitee or for the Company or any affiliates (as such term is defined in Rule 405 under the Securities Act of 1933, as amended) of the Company (whether or not they were affiliates when services were so performed) ("Independent Counsel"). If Indemnitee fails to nominate Independent Counsel within ten (10) business days following written request by the Company to nominate Independent Counsel, legal counsel selected by a resolution or resolutions of the Board of Directors of the Company prior to a Change of Control of the Company shall be deemed to have been selected by the Company as required. Such Independent Counsel shall determine as promptly as practicable whether and to what extent

Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Company and to Indemnitee to such effect. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Section 5 or its engagement pursuant hereto.

(c)       If the person, persons or entity empowered or selected under Section 5(b) to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however , that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating documentation and/or information relating thereto; and provided, further , that the foregoing provisions of this Section 5(c) shall not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 5(b)(iii) of this Agreement and if within fifteen (15) days after receipt by the Company of the request for such determination (A) the Board of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within ninety (90) days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called for the purpose of making such determination, the meeting is held for such purpose within ninety (90) days after having been so called and the determination is made at the meeting.

(d)       Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board of Directors, or shareholder of the Company shall act reasonably and in good faith in making a determination under the Agreement of Indemnitee’s ent