TOTAL SYSTEM SERVICES, INC. AMENDED AND REVISED STOCK OPTION AGREEMENT

Exhibit 10.40

TOTAL SYSTEM SERVICES, INC.
AMENDED AND REVISED STOCK OPTION AGREEMENT

THIS AGREEMENT (“Agreement”) is made effective as of [DATE] by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), a Georgia corporation having its principal office at One TSYS Way, Columbus, Georgia 31901, and                      (“Option Holder”), an employee of the Company or a Subsidiary of the Company.

W I T N E S E T H :

     WHEREAS, the Board of Directors of the Company has adopted the Total System Services, Inc. [2007] [2008] Omnibus 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 NUMBER OF OPTIONS shares of the Common Stock ($0.10 par value) of the Company at the purchase price of $                      are, 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.]

     [OR]

[The Option may be exercised in accordance with the following schedule as provided in the Plan:

     In the event of Option Holder’s death or total and permanent disability, Option Holder (or the legal representative of Option Holder’s estate or legatee under Option Holder’s will) shall be able to exercise the Option in full for the remainder of the Option’s term.

     [The Option may also be exercised in full for the remainder of the Option’s term in the event Option Holder’s employment with the Company terminates after the Option Holder has attained age 65.]

     [In addition, the Option may be exercised in the event Option Holder’s employment with Company terminates after Option Holder has attained age 62 (or greater) with 15 or more years of service.]

     [The Option may also be exercised in full for the remainder of the Option’s term in the event the Option Holder’s employment is involuntarily terminated by the Company without Cause after Option Holder has attained 10 years of service. For purposes o