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Sample Business Contracts

Stock Option Agreement - Total System Services Inc. and Samuel A. Nunn

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                           TOTAL SYSTEM SERVICES, INC.
                             STOCK OPTION AGREEMENT

                                January 10, 1997

     THIS AGREEMENT ("Agreement"), dated as of the 10th day of January, 1997, by
and between Total System Services,  Inc. (the "Company"),  a Georgia corporation
having its principal office at 1200 6th Avenue, Columbus, Georgia, and Samuel A.
Nunn (the "Option Holder"), an individual resident of the State of Georgia.

                              W I T N E S S E T H:

     WHEREAS,  the Board of Directors of Company  recognizes the value of having
Option Holder serve as a member of Company's  Board of Directors and has elected
to  provide  Option  Holder  with added  incentive  and  inducement  to serve on
Company's Board of Directors and contribute to the success of the Company; and

     WHEREAS,  effective January 10, 1997, the Board of Directors of the Company
(a)  granted to the  Option  Holder an option in respect of the number of shares
herein  below set  forth,  and (b) 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 Company  hereby  grants to the Option Holder a  non-qualified  stock
option (the  "Option") to purchase,  on the terms and subject to the  conditions
hereinafter  set forth,  all or any part of an aggregate of 25,000 shares of the
Common Stock  ($1.00 par value) of the Company at the  purchase  price of $27.75
per  share,  exercisable  in the  amounts  and at the  times  set  forth in this
Paragraph  1. The Option may be  exercised  as follows:  (a) 8,333 shares may be
exercised on or after January 10, 1998;  (b) an  additional  8,333 shares may be
exercised on or after January 10, 1999;  and (c) the remaining  8,334 shares may
be  exercised  on or after  January 10, 2000;  provided  that Option  Holder has
remained a member of Company's Board of Directors through such dates or provided
that Option Holder is not a member of Company's Board of Directors as the result
of his death or disability. In the event Option Holder has not remained a member
of  Company's  Board of  Directors  through such dates for any reason other than
Option  Holder's death or  disability,  the Option shall expire and shall not be
exercisable.  Unless sooner terminated as provided in this Agreement, the Option
shall  terminate,  and all rights of the Option Holder hereunder shall expire as
follows:  (a) 8,333 shares  shall  expire on January 10, 2008;  (b) 8,333 shares
shall expire on January 10,  2009;  and (c) 8,334 shares shall expire on January
10, 2010. In no event may the Option be exercised after January 10, 2010.

     2.  The  Option,  or any  part  thereof,  may,  to the  extent  that  it is
exercisable,  be exercised by giving  written  notice of exercise to the Company
specifying the number of shares to be purchased,  accompanied by payment in full
of the purchase  price,  in cash,  by check or such other  instrument  as may be
acceptable  to the  Company.  No  shares of  Company  stock  resulting  from the
exercise of the Option shall be issued until full  payment  therefor  (including
any  applicable  taxes)  has been  made.  Shares  issued to Option  Holder  upon
exercise may be newly-issued shares or treasury shares.

     3. The Option or any part thereof may be  exercised  during the lifetime of
the Option  Holder only by the Option Holder and only while the Option Holder is
a member of Company's Board of Directors,  except as otherwise  provided in this
Agreement.


<PAGE>


     4. Except as otherwise provided in this Agreement,  the Option shall not be
transferred,  assigned,  pledged or hypothecated in any way. Upon any attempt to
transfer,  assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege  confirmed  hereby  contrary to the  provisions  hereof,  the
Option and the rights and privileges  confirmed hereby shall immediately  become
null and void.

     5.   In  the   event   of  any   merger,   reorganization,   consolidation,
recapitalization,  stock  dividend,  or  other  change  in  corporate  structure
affecting the Company's  stock, any necessary  adjustments  shall be made to the
number of shares and price per share of the Option in order to  preserve  Option
Holder's   rights  so  that  Option   Holder's   rights  after  such  event  are
substantially  proportionate  to Option  Holder's  rights existing prior to such
event.

     6. Any notice to be given to the Company shall be addressed to the Chairman
of the Company at 1200 6th Avenue, Columbus, Georgia, 31901.

     7.  Nothing  herein  contained  shall affect the rights or  obligations  of
Company  or Option  Holder  (as member of the Board of  Directors  of  Company),
subject to the terms of any written contractual arrangement to the contrary,.

     8. This  Agreement  shall be binding  upon and inure to the  benefit of the
Option Holder,  his personal  representatives,  heirs and legatees,  but neither
this  Agreement  nor any  rights  hereunder  shall be  assignable  or  otherwise
transferable  by the  Option  Holder  except  as  expressly  set  forth  in this
Agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
effective as of the date and year first written above.


                                                    TOTAL SYSTEM SERVICES, INC.


                                       By:        /s/Kathleen Moates


                                       Title:     Assistant Secretary


                                                     OPTION HOLDER

                                                  /s/Samuel A. Nunn

                                                        SIGNATURE

                                                  /s/Samual A. Nunn
                                                        PRINT NAME