Exhibit 10.1

Total System Services, Inc.
Board of Directors Compensation
Approved January 18, 2005

Cash Compensation
Annual Board Retainer	$	35,000
Annual Committee Member Retainers
Compensation	$	5,000
Corporate Governance & Nominating	$	5,000
Audit	$	10,000
Executive	$	10,000
Annual Committee Chair Retainers *
Compensation	$	5,000
Corporate Governance & Nominating	$	5,000
Audit	$	10,000
Annual Lead Director Retainer	$	5,000

* Note: The committee chair will receive both an annual committee member retainer and an annual committee chair retainer.

Equity Compensation
Annual restricted stock award	500 shares
in the form of a grant from the TSYS 2002 Long Term Incentive Plan, 3 year
cliff vesting No equity awards to employee directors
Director Stock Purchase Plan
Annual maximum company cash	$	10,000
contribution per director participant to company-sponsored open market stock purchase
plan, with company’s contribution equal to 50% of director participant’s cash contribution, subject to annual maximum contribution limit by director of $20,000