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                                                                    Exhibit 10.1



                          APAC CUSTOMER SERVICES, INC.
                            MANAGEMENT INCENTIVE PLAN

                            (AS AMENDED AND RESTATED
                             EFFECTIVE JULY 2, 2001)


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                                TABLE OF CONTENTS

                                                                            PAGE

SECTION 1 ESTABLISHMENT OF THE PLAN.......................................... 1
SECTION 2 DEFINITIONS........................................................ 1
         2.1      Semi-Annual Incentive Award................................ 1
         2.2      Base Salary................................................ 1
         2.3      Board...................................................... 1
         2.4      Cause...................................................... 1
         2.5      Change in Control.......................................... 1
         2.6      Code....................................................... 2
         2.7      Committee.................................................. 2
         2.8      Company.................................................... 2
         2.9      Disability................................................. 2
         2.10     Eligible Individual........................................ 2
         2.11     Employment Agreement....................................... 3
         2.12     Good Reason................................................ 3
         2.13     Participant................................................ 3
         2.14     Performance Goals.......................................... 3
         2.15     Plan....................................................... 3
         2.16     Plan Period................................................ 3
         2.17     Retirement................................................. 4

SECTION 3 ELIGIBILITY AND PARTICIPATION...................................... 4
         3.1      General.................................................... 4
         3.2      Partial Period Participation............................... 4
         3.3      No Right to Participate.................................... 4

SECTION 4 SEMI-ANNUAL INCENTIVE OPPORTUNITY.................................. 4
         4.1      Performance Goals.......................................... 4
         4.2      Semi-Annual Incentive Awards............................... 5

SECTION 5 PAYMENT OF SEMI-ANNUAL INCENTIVE AWARD............................. 6
         5.1      Form and Timing of Payment................................. 6
         5.2      Payment of Partial Awards.................................. 6

SECTION 6 TERMINATION OF EMPLOYMENT.......................................... 6
         6.1      Termination for Cause...................................... 6
         6.2      Termination by Death, Disability or Retirement............. 6
         6.3      Other Termination.......................................... 6
         6.4      Change in Control Termination.............................. 7

SECTION 7 RIGHTS OF PARTICIPANTS............................................. 7
         7.1      No Employment Rights....................................... 7
         7.2      Nontransferability......................................... 7


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SECTION 8 ADMINISTRATION..................................................... 7

SECTION 9 AMENDMENT AND MODIFICATION......................................... 8

SECTION 10 MISCELLANEOUS..................................................... 8
         10.1     Governing Law.............................................. 8
         10.2     Withholding Taxes.......................................... 8
         10.3     Costs of the Plan.......................................... 8
         10.4     Unsecured General Creditor................................. 8
         10.5     Entire Agreement........................................... 8
         10.6     Limitations of Liability................................... 9
         10.7     Successors................................................. 9
         10.8     Gender and Number.......................................... 9
         10.9     Headings................................................... 9
         10.10  Severability................................................. 9













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                                  EXHIBIT 10.1

                          APAC CUSTOMER SERVICES, INC.
                            MANAGEMENT INCENTIVE PLAN
                (AS AMENDED AND RESTATED EFFECTIVE JULY 2, 2001)

                                   SECTION 1
                            ESTABLISHMENT OF THE PLAN

     APAC Customer Services, Inc. (the "Company") established the APAC Customer
Services, Inc. Management Incentive Plan effective as of January 3, 2000, and
revised it effective January 1, 2001 (the "Plan"), to reward certain eligible
employees of the Company who help achieve the Company's performance goals for
the third and fourth quarters of 2001 ("Plan Period") and, in some cases,
specified individual goals. The Company hereby amends and restates the Plan, as
set forth herein, effective July 2, 2001.

                                    SECTION 2
                                   DEFINITIONS

     2.1 SEMI-ANNUAL INCENTIVE AWARD means the actual bonus earned during a Plan
Period by a Participant, as determined by the Committee at or after the end of
the Plan Period. A Participant's Semi-Annual Incentive Award shall be stated as
a percentage of the Participant's Base Salary.

     2.2 BASE SALARY means the annual base pay rate in effect at the end of the
Plan Period.

     2.3 BOARD means the Board of Directors of the Company.

     2.4 CAUSE means:

     (a) Gross negligence or gross misconduct in the performance of the
Participant's employment duties;

     (b) Willful disobedience of the lawful directions received from the Company
or from the person to whom the Participant directly reports or of established
policies of the Company; or

     (c) Commission of a crime involving fraud or moral turpitude that can
reasonably be expected to have an adverse effect on the business, reputation or
financial situation of the Company.

     2.5 CHANGE IN CONTROL means any of the following events:

     (a) A tender offer shall be made and consummated for the ownership of more
than 50% of the outstanding voting securities of the Employer;

     (b) The Employer shall be merged or consolidated with another corporation
and as a result of such merger or consolidation less than 50% of the outstanding
voting securities of the


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surviving or resulting corporation shall be owned in the aggregate by the former
shareholders of the Employer, as the same shall have existed immediately prior
to such merger or consolidation;

     (c) The Employer shall sell all or substantially all of its assets to
another corporation which is not a wholly-owned subsidiary or affiliate;

     (d) As the result of, or in connection with, any contested election for the
Board of Directors of the Employer, or any tender or exchange offer, merger or
business combination or sale of assets, or any combination of the foregoing (a
"Transaction"), the persons who were Directors of the Employer before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Employer, or any successor thereto; or

     (e) A person, within the meaning of Section 3(a)(9) or of Section 13(d)(3)
(as in effect on the date hereof) of the Securities and Exchange Act of 1934
("Exchange Act"), other than any employee benefit plan then maintained by the
Employer, shall acquire more than 50% of the outstanding voting securities of
the Employer (whether, directly, indirectly, beneficially or of record). For
purposes hereof, ownership of voting securities shall take into account and
shall include ownership as determined by applying the provisions of Rule
13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act.

     Notwithstanding the foregoing, (i) a Change in Control will not occur for
purposes of this Agreement merely due to the death of Theodore G. Schwartz, or
as a result of the acquisition by Theodore G. Schwartz, alone or with one or
more affiliates or associates, as defined in the Exchange Act, of securities of
the Employer, as part of a going-private transaction or otherwise, unless Mr.
Schwartz or his affiliates, associates, family members or trusts for the benefit
of family members (collectively, the "Schwartz Entities") do not control,
directly or indirectly, at least twenty-seven percent (27%) of the resulting
entity, and (ii) if the Schwartz Entities control, directly or indirectly, less
than twenty-seven (27%) percent of the Employer's voting securities while it is
a public company, then "33-1/3%" shall be substituted for "50%" in clauses (a)
and (e) of this Section 2.5, and "66-2/3%" shall be substituted for "50%" in
clause (b) of this Section 2.5.

     2.6 CODE means the Internal Revenue Code of 1986, as amended. References to
a Section of the Code shall include references to any temporary or final
regulation related to such Section or any successor to such Section or
regulation.

     2.7 COMMITTEE means the Compensation Committee of the Board designated to
administer the Plan in accordance with Section 8.

     2.8 COMPANY means APAC Customer Services, Inc., an Illinois corporation,
and any successor thereto.

     2.9 DISABILITY means, to the extent such term is not defined in an
Employment Agreement, if any, a physical or mental condition that entitles the
Participant to benefits under the Company-sponsored long term disability plan
covering the Participant.

     2.10 ELIGIBLE INDIVIDUAL means one of the personnel of the Company
designated as such by the Committee.



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     2.11 EMPLOYMENT AGREEMENT means one or more written agreements entered into
by the Participant and the Employer covering the terms and conditions of the
Participant's employment with the Company, including written agreements covering
the terms and conditions of severance payable, if any, upon a termination of the
Participant's employment.

     2.12 GOOD REASON means, after notice by the Participant to the Company and
a fifteen (15) day opportunity by the Company to cure (during which it does not
cure the condition),

     (a) The Participant's principal place of work (not including regular
business travel) is relocated by more than fifty (50) miles;

     (b) The Participant's duties, responsibilities or authority as an executive
employee are materially reduced or diminished from those in effect immediately
prior to a Change in Control without the Participant's written consent; provided
that any reduction or diminishment in any of the foregoing resulting merely from
the acquisition of the Company and its existence as a subsidiary or division of
another entity shall not be sufficient to constitute Good Reason;

     (c) The compensation received by the Participant is reduced in the
aggregate, and such reduction is not remedied within thirty (30) days of the
Participant's notice to the Company thereof;

     (d) A determination is made by the Participant in good faith that as a
result of a Change in Control, and a change in circumstances thereafter
significantly affecting his or her position, he or she is unable to carry out
the authorities, powers, functions or duties attached to his or her position and
the situation is not remedied within thirty (30) days after receipt of the
Company of written notice from the Participant of such determination;

     (e) The Company violates the material terms of the Plan with respect to the
Participant; or

     (f) There is a liquidation, dissolution, consolidation or merger of the
Company or transfer of all or a significant portion of its assets unless a
successor or successors (by merger, consolidation or otherwise) to which all or
a significant portion of its assets have been transferred shall have assumed
(either by operation of law or otherwise) all duties and obligations of the
Company under the Plan.

     2.13 PARTICIPANT means an Eligible Individual who has been designated as
eligible to participate under Section 3.

     2.14 PERFORMANCE GOALS means the criteria established by the Committee
pursuant to Section 4, which shall be used to determine whether a Participant is
entitled to a Semi-Annual Incentive Award and the amount of a Semi-Annual
Incentive Award.

     2.15 PLAN means the APAC Customer Services, Inc. Management Incentive Plan,
as set forth herein, and amended from time to time.

     2.16 PLAN PERIOD means the third and fourth quarters of the year.



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     2.17 RETIREMENT means, to the extent such term is not defined in an
Employment Agreement, a Participant's termination of employment at or after the
"normal retirement date" as provided under the Company's qualified pension plan
in which the Participant is participating.

                                   SECTION 3
                          ELIGIBILITY AND PARTICIPATION

     3.1 GENERAL. The Committee, in its discretion, shall designate the Eligible
Individuals who are eligible to participate in the Plan for each Plan Period.
Eligible Individuals who are eligible to participate in the Plan shall be so
notified in writing, and shall be apprised of the Performance Goals and related
Semi-Annual Incentive Award opportunities for the relevant Plan Period within
the first 60 days of the Plan Period.

     3.2 PARTIAL PERIOD PARTICIPATION. In the event that an Eligible Individual
becomes eligible to participate in the Plan subsequent to the commencement of a
Plan Period (either because he or she first becomes an Eligible Individual or
because he or she is designated as eligible to participate after the
commencement of the Plan Period), then such individual's Semi-Annual Incentive
Award shall be determined using his or her Base Salary multiplied by a fraction,
the numerator of which is the number of days in such year that the Participant
was eligible to participate in the Plan and the denominator of which is 182.5.

     3.3 NO RIGHT TO PARTICIPATE. No Participant, Eligible Individual or other
employee of the Company shall at any time have the right to be selected for
participation in the Plan for any Plan Period, despite having previously
participated in this Plan or another incentive plan of the Company.

                                   SECTION 4
                          ANNUAL INCENTIVE OPPORTUNITY

     4.1 PERFORMANCE GOALS.

     (a) COMPANY PERFORMANCE GOALS. Prior to the beginning of the Plan Period,
or as soon as practicable thereafter, the Committee, in its discretion, and
subject to the approval of the Board, shall establish Performance Goals for
Eligible Individuals. For the Performance Goals so established, the Committee
shall establish individual or aggregate threshold, target and "stretch" levels
of performance necessary to achieve and to earn all or a portion of a
Semi-Annual Incentive Award. The aggregate of all Semi-Annual Incentive Awards
shall not exceed 25% of the Company's earnings. The Performance Goals may be
based upon both financial and non-financial goals. Financial goals shall be
measured by both revenue and profitability, each of which shall be weighted
depending upon the Eligible Individual or class of Eligible Individuals, as
determined by the Committee. Unless the Committee determines otherwise, earnings
per share shall be used to measure profitability for the Company.

     (b) INDIVIDUAL PERFORMANCE GOALS. If the Committee determines that the
Semi-Annual Incentive Award shall be attributable, in part, to a Participant's
achievement of individual Performance Goals, such achievement shall be
determined by the person to whom the Participant directly reports, subject to
the approval of the Executive Committee. Notwithstanding any provision of the
Plan to the contrary, a Participant shall not receive



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payment of a Semi-Annual Incentive Award if the Participant does not achieve a
"meets expectations" or higher performance appraisal rating under the Company's
performance management plan or program.

     (c) ADJUSTMENT OF PERFORMANCE GOALS. The Committee shall have the right to
adjust the Performance Goals and the Semi-Annual Incentive Award opportunities
(either up or down) during a Plan Period if it determines that external changes
or other unanticipated business conditions have materially affected the fairness
of the Performance Goals and have unduly influenced the ability to achieve the
Performance Goals.

     4.2 SEMI-ANNUAL INCENTIVE AWARDS. As soon as practicable after the end of
the Plan Period, the Committee, in its discretion, shall determine the amount of
each Participant's Semi-Annual Incentive Award. Unless the Committee determines
otherwise, Participants shall receive a Semi-Annual Incentive Award based upon
their position and percentage achievement of the Performance Goal or Goals
established for such position in accordance with the following table.
Notwithstanding the foregoing, if a Participant is promoted or demoted during
the Plan Period, the Semi-Annual Incentive Award will equal the sum of prorated
amounts for each position that the Participant was in during the Plan Period
based on his or her performance for the whole Plan Period and the number of days
in such year that the Participant served in each position.

<Table>
<Caption>
------------------------------- --------------------------------------------------------------------------------------
                                                             SEMI-ANNUAL INCENTIVE AWARD

           POSITION                   THRESHOLD LEVEL               TARGET LEVEL                 STRETCH LEVEL
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                <C>                           <C>                         <C>
  Executive Vice Presidents        12.5% of Base Salary          25% of Base Salary          37.5% of Base Salary

  Senior Vice Presidents           10% of Base Salary            20% of Base Salary          30% of Base Salary

       Vice Presidents              7.5% of Base Salary          15% of Base Salary          22.5% of Base Salary

 Directors and Site Directors       5% of Base Salary            10% of Base Salary          15% of Base Salary
------------------------------- ---------------------------- ---------------------------- ----------------------------
 Managers and Center Business       3.75% of Base Salary          7.5% of Base Salary        11.25% of Base Salary
           Managers
------------------------------- ---------------------------- ---------------------------- ----------------------------
   Individual Contributors          2.5% of Base Salary           5% of Base Salary           7.5% of Base Salary
------------------------------- ---------------------------- ---------------------------- ----------------------------
</Table>

     Semi-Annual Incentive Awards for percentage achievement of Performance
Goals between the threshold, target and stretch levels shall be determined by
interpolation in accordance with procedures established by the Committee;
provided that the aggregate of all Semi-Annual Incentive Awards shall not exceed
25% of the Company's earnings.



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                                   SECTION 5
                     PAYMENT OF SEMI-ANNUAL INCENTIVE AWARD

     5.1 FORM AND TIMING OF PAYMENT. As soon as practicable after the end of
each Plan Period (and, generally, during March), the Company shall pay to each
Participant a lump sum cash payment equal to the Participant's Semi-Annual
Incentive Award for the applicable Plan Period.

     5.2 PAYMENT OF PARTIAL AWARDS. In the event a Participant no longer meets
the eligibility criteria set forth in the Plan during the course of a particular
Plan Period, the Committee may, in its discretion, pay a partial award for the
portion of the Plan Period the individual was a Participant.

                                   SECTION 6
                            TERMINATION OF EMPLOYMENT

     6.1 TERMINATION FOR CAUSE. In the event the Company terminates the
Participant's employment for Cause, the Participant shall forfeit all rights to
receive a Semi-Annual Incentive Award for the Plan Period in which the
Participant's employment terminates.

     6.2 TERMINATION BY DEATH, DISABILITY OR RETIREMENT. Unless an Employment
Agreement specifically provides for the treatment of a semi-annual incentive
award under the circumstances, in the event that the Participant's employment
with the Company terminates by reason of death, Disability, or Retirement during
a Plan Period, the Participant (or his or her beneficiary or estate, as
described below) shall be entitled to receive an annual incentive award for such
Plan Period equal to the product of (i) a Target Level Semi-Annual Incentive
Award times (ii) a fraction, the numerator of which is the number of days that
the Participant was participating hereunder in such year through the day of
termination and the denominator of which is 182.5. Payment under this Section
6.2 may be made in accordance with Section 5.1 or sooner, as determined by the
Committee in its discretion.

     In the event a Participant's employment with the Company terminates by
reason of death, payments under this Section 6.2 shall be made to the
Participant's surviving spouse, if any, or other beneficiary designated in a
writing delivered to the Company (and in such form as is prescribed by the
Company). If the Participant has no surviving spouse, and has not designated a
beneficiary, the remaining payments shall be made to the Participant's estate.

     6.3 OTHER TERMINATION. Unless an Employment Agreement specifically provides
for the treatment of an annual incentive award under the circumstances, it is a
condition to the receipt of a Semi-Annual Incentive Award that the Participant
be employed or that the Participant's employment terminated because of death,
Disability or Retirement, and the Participant shall not be entitled to receive a
Semi-Annual Incentive Award for the Plan Period in which the Participant's
employment terminates unless such termination is because of death, Disability or
Retirement. However, the Committee may, in its discretion, pay a prorated award
for the Plan Period in which the Participant's employment terminates other than
death, Disability or Retirement, in an amount determined by the Committee.


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     6.4 CHANGE IN CONTROL TERMINATION. Unless an Employment Agreement
specifically provides for the treatment of a semi-annual incentive award under
the circumstances, in the event that the Company terminates a Participant's
employment without Cause coincident with or after a Change in Control, or, the
Participant resigns from employment with the Company due to an event
constituting Good Reason that occurs coincident with or after a Change in
Control, the Participant shall be entitled to receive a semi-annual incentive
award for such Plan Period equal to the product of (i) a Target Level
Semi-Annual Incentive Award, based on the highest Base Salary rate paid to the
Participant for such Plan Period, times (ii) a fraction, the numerator of which
is the number of days in such year through the day of termination and the
denominator of which is 182.5.

                                   SECTION 7
                             RIGHTS OF PARTICIPANTS

     7.1 NO EMPLOYMENT RIGHTS. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Eligible Individual's
employment at any time, nor confer upon any Eligible Individual any right to
continue in the employ of the Company.

     7.2 NONTRANSFERABILITY. No Participant or any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
of the amounts, if any, payable hereunder, or any part thereof, which are, and
all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgment,
alimony or separate maintenance owed by a Participant or any other person, nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

                                   SECTION 8
                                 ADMINISTRATION

     The Committee shall administer the Plan in accordance with its terms, and
shall have the discretion and authority necessary to carry out the
administration of the Plan. The Committee may delegate, to one or more
individuals, some or all of its authority to administer the Plan and to permit
such individuals to have the discretion necessary to carry out the
administration of the Plan. Such authority shall include the authority to:

     (a) Select the Eligible Individuals eligible to participate in the Plan for
each Plan Period or portion thereof;

     (b) Determine the Performance Goals applicable to the payment of
Semi-Annual Incentive Awards, and the amount of the Semi-Annual Incentive Awards
payable upon the Participants' achievement of the Performance Goals;

     (c) Impose such limitations, restrictions, an conditions upon the receipt
of Semi-Annual Incentive Awards as it deems appropriate;


                                       7
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     (d) Interpret the Plan, make any necessary factual determinations under the
Plan, adopt, amend, and rescind administrative guidelines and other rules and
regulations relating to the Plan;

     (e) Correct any defect or omission or reconcile any inconsistency in this
Plan or any award of payment hereunder, and

     (f) Make all other necessary determinations and take all other actions
necessary or advisable for the implementation and administration of the Plan.

     The Committee's determinations on matters within its authority shall be
conclusive and binding upon all parties.

                                   SECTION 9
                           AMENDMENT AND MODIFICATION

     The Committee, in its sole discretion, without notice, at any time and from
time to time, may modify or amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely; provided, however,
that no such modification, amendment, suspension, or termination may, without
the consent of a Participant (or his or her beneficiary in the case of the death
of the Participant), reduce the right of a Participant (or his or her
beneficiary, as the case may be) to a payment or distribution hereunder to which
he or she is otherwise entitled.

                                   SECTION 10
                                  MISCELLANEOUS

     10.1 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
governed by and construed in accordance with the laws of the State of Illinois.

     10.2 WITHHOLDING TAXES. The Company shall have the right to deduct from all
payments under the Plan any Federal, state, or local taxes required by law to be
withheld with respect to such payments.

     10.3 COSTS OF THE PLAN. All costs of implementing and administering the
Plan shall be borne by the Company.

     10.4 UNSECURED GENERAL CREDITOR. Participants and their heirs, successors
and assigns shall have no legal or equitable rights, interest or claims in any
property or assets of the Company by virtue of participation in the Plan. The
Company's obligation under the Plan shall be that of an unfunded and unsecured
promise of the Company to pay money in the future.

     10.5 ENTIRE AGREEMENT. Except to the extent an Employment Agreement
expressly provides for additional or other terms pertaining to a Participant's
or beneficiary's annual incentive compensation, including, but not limited to,
guaranteed bonuses or incentive award opportunities equal to a percentage of
Base Salary different from the percentages set forth above in Section 4.2, this
Plan and any written amendments thereto are the entire agreement between the
Company and the Participants and beneficiaries regarding the Plan. No oral
statement regarding the Plan may be relied upon by any Participant or
beneficiary.



                                       8
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     10.6 LIMITATIONS OF LIABILITY. The liability of the Company under this Plan
is limited to the obligations expressly set forth in the Plan, and no term or
provision of the Plan may be construed to impose any further or additional
duties, obligations or costs on the Company or the Committee not expressly set
forth in the Plan.

     10.7 SUCCESSORS. All obligations of the Company under the Plan shall be
binding upon and inure to the benefit of any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

     10.8 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.

     10.9 HEADINGS. The headings and captions contained herein are provided for
convenience only, and are not to be used to in the interpretation or
construction of any provision contained in the Plan.

     10.10 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

                                      * * *

     IN WITNESS WHEREOF, the Company has executed this Plan by its duly
authorized officers as of this _____ day of July, 2001.

                                       APAC CUSTOMER SERVICES, INC.


                                       By: ______________________________

                                       Its: ______________________________





















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