RETENTION RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.3

RETENTION RESTRICTED STOCK AWARD AGREEMENT

THIS RETENTION RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective as of _____________________, 200__, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Corporation”), and ______________________________ (“Executive”).

WHEREAS, Executive has been awarded _______ fully paid and non-assessable shares of the Common Stock of the Corporation, par value $0.10 per share (“Shares of Restricted Stock”), pursuant to the terms and conditions of the Corporation’s 2008 Omnibus Plan (“Plan”) and this Agreement; and

WHEREAS, the Shares of Restricted Stock will be held in an account at Mellon Investor Services, LLC (“Mellon”) for Executive until the shares become transferable and non-forfeitable in accordance with the terms and conditions of the Plan and this Agreement.

NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions:

The Corporation hereby transfers the Shares of Restricted Stock to Executive subject to the terms and conditions set forth in the Plan and in this Agreement. Effective upon the date of such transfer, Executive will be the holder of record of the Shares of Restricted Stock and will have all rights of a shareholder with respect to such shares (including the right to vote such shares at any meeting at which the holders of the Corporation's Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares), subject only to the terms and conditions set forth in the Plan and in this Agreement. The Shares of Restricted Stock will be held in an account for Executive at Mellon, who will hold the shares in accordance with the terms and conditions set forth in the Plan and in this Agreement.

Neither the Shares of Restricted Stock nor any interest in the Shares of Restricted Stock may be sold, assigned, transferred, pledged or hypothecated or otherwise be disposed of or encumbered except at the time(s) and under the circumstances specifically permitted or required by this Agreement including, but not limited to, any pledge of the Shares of Restricted Stock. In the event of any attempt to effect any action in contravention of the next preceding sentence, then, any provision of this Agreement to the contrary notwithstanding, such Shares of Restricted Stock shall thereupon be forfeited to the Corporation.

Any Shares of Restricted Stock which do not vest pursuant to the provisions of Section 4 below will be forfeited to the Corporation unless the Corporation’s Compensation Committee in its sole discretion determines otherwise, as more fully provided in Section 4 below.

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(a) Vesting Conditions . If Executive remains in the continuous employ of the Corporation or a Subsidiary of the Corporation through the date(s) indicated in Column I below, the Shares of Restricted Stock will become non-forfeitable (i.e., "vest") to the extent indicated in Column II below:

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any Shares of Restricted Stock which are not vested on the date of Executive’s termination of employment will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

(b) Effect of Voluntary Termination or Involuntary Termination or Suicide . If Executive’s employment with the Corporation and its Subsidiaries is terminated: (i) by Executive voluntarily or (ii) by the Corporation or a Subsidiary involuntarily or (iii) by Executive’s death due to suicide before all Shares of Restricted Stock vest pursuant to the provisions of paragraph 4(a) above, then any Shares of Restricted Stock which are not vested at the time of such termination will be forfeited to the Corporation on the date of such termination, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

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(c) Effect of Death (Other Than by Suicide) or Disability . If Executive’s employment with the Corporation and its Subsidiaries terminates by reason of Executive’s death (other than by suicide) or Disability, then any Shares of Restricted Stock which are not vested at the time of such termination will become vested automatically.

(d) Effect of [Retirement or] Leave of Absence . [If Executive’s employment with the Corporation and its Subsidiaries is terminated by reason of Executive’s Retirement, then any Shares of Restricted Stock which are not vested at the time of such Retirement will become vested automatically. For purposes of this Agreement, “Retirement” is defined as Executive’s termination of employment after attaining age 65.] A leave of absence which is approved in writing by the Compensation Committee with specific reference to this Agreement will not be considered a termination of Executive’s employment with the Corporation and its subsidiaries for purposes of this Section 4 or any other provision of this Agreement.

(e) Change of Control . In the event of a Change of Control (as defined in Section 2.8 of the Plan) and Executive’s subsequent termination of employment within two years following the date of such Change of Control either (i) by the Corporation for any reason other than Cause or (ii) by the Executive for Good Reason (as the terms “Cause” and “Good Reason” are defined in the Corporation’s Change of Control Plan Document, the provisions of which are incorporated herein by reference), the Shares of Restricted Stock shall become vested automatically as of the date of such employment termination.

(f) No Forfeiture of Vested Shares . Any Restri