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                                                                    EXHIBIT 10.2

                             FIRST AMENDMENT TO THE
                          APAC CUSTOMER SERVICES, INC.
              SECOND AMENDED AND RESTATED 1995 INCENTIVE STOCK PLAN

      WHEREAS, APAC Customer Services, Inc. (the "Company") established and
maintains the APAC Customer Services, Inc. Second Amended and Restated 1995
Incentive Stock Plan (the "Plan") and has reserved the authority to amend the
Plan;

      WHEREAS, the Company desires to amend the Plan to (1) provide for the full
acceleration of options granted to non-employee members of the Board of
Directors of the Company (the "Board") in connection with a change in control of
the Company; (2) modify the definition of retirement for non-employee members of
the Board; and (3) extend the post-termination exercise period for such members;
and

      NOW, THEREFORE, the Plan is hereby amended, effective as of June 9, 2000,
in the following respects:

      1.    Paragraph 6(C)(ii) and (iii) of the Plan is amended to read as
            follows:

            "ii.  Notwithstanding the above limitations, any option granted
                  under this Plan shall become fully exercisable upon the death
                  of the Nonemployee Director while serving on the Board or upon
                  the Retirement (as defined in the next sentence) of the
                  Nonemployee Director if such death or Retirement occurs on or
                  after the first anniversary of the date such option was
                  issued. For any Director Option granted before June 9, 2000,
                  "Retirement" means a Nonemployee Director's termination of
                  service as a member of the Board after age 70 or at any time
                  with the consent of the Board. For any Director Option granted
                  on or after June 9, 2000, "Retirement" means a Nonemployee
                  Director's termination of service as a member of the Board on
                  or after the date on which the Nonemployee Director's age plus
                  service as a member of the Board equals or exceeds 62,
                  provided that the Nonemployee Director is at least age 50, and
                  has served as a member of the Board for at least six years, or
                  if the Board, in its discretion, designates such termination
                  as a Retirement irrespective of such Director's age and/or
                  service."

            iii.  Any Director Option granted before June 9, 2000 may not be
                  exercised after the earliest to occur of any of the following
                  events:

                  a.    more than ninety (90) days after termination of any
                        Nonemployee Director's service as a member of the Board
                        for any reason other than death or Retirement (and,
                        subject to paragraph (D), then only to the extent that
                        the Nonemployee Director could have exercised such
                        option on the date of termination), unless the Board, in
                        its discretion, provides for a longer exercise period;



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                  b.    more than one hundred eighty (180) days after a
                        Nonemployee Director's Retirement from the Board (and,
                        subject to paragraph (D), then only to the extent that
                        the Nonemployee Director could have exercised such
                        option on the date of Retirement), unless the Board, in
                        its discretion, provides for a longer exercise period;

                  c.    more than twelve months after death of a Nonemployee
                        Director (and, subject to paragraph (D), then only to
                        the extent that the Nonemployee Director could have
                        exercised such option on the date of death), unless the
                        Board, in its discretion, provides for a longer exercise
                        period; or

                  d.    more than ten (10) years from the date the option is
                        granted.

                  Any Director Option granted on or after June 9, 2000 may
                  not be exercised after the earlier of (I) the fifth (5th)
                  anniversary of the termination of the service as a member
                  of the Board of the Nonemployee Director to whom the
                  Director Option was granted, (and, subject to paragraph
                  (D), then only to the extent that the Nonemployee Director
                  could have exercised such option on the date of
                  termination); or (II) the tenth (10th) anniversary of the
                  date such option is granted.

            In addition, Nonqualified Stock Options shall not be exercisable
            later than fifteen years after the date they are granted and
            (subject to paragraph (E)) Incentive Stock Options shall not be
            exercisable later than ten years after the date they are granted.
            All Stock Options shall terminate at such earlier times and upon
            such conditions or circumstances as the Committee shall in its
            discretion set forth in such option at the date of grant."

      2.    The first paragraph of Paragraph 6(D) is amended to read as follows:

            "(D)  CHANGE IN CONTROL.  Notwithstanding the provisions of
                  paragraph (C), if (i) there is a Change in Control of the
                  Company, and (ii) the Committee does not declare, by
                  resolution, that the pooling treatment of a transaction to
                  which the Company is a party would be adversely affected by
                  application of the following, then, (A) for Stock Options
                  granted to Participants other than Nonemployee Directors,
                  all such Stock Options that have not previously terminated
                  (including those granted before the date that this Second
                  Amended and Restated Plan was adopted, but not including
                  those subject to provisions that would result in the Stock
                  Option's becoming exercisable to a greater extent) shall be
                  subject to the following: (I) as of the date of the Change
                  in Control, to the extent any such Stock Option is not
                  exercisable, it shall become exercisable as to one-half of
                  the shares subject to the unexercisable portion of the
                  Stock Option; and (II) if the employment of the holder of
                  the Stock Option is terminated by the Company other than
                  With Cause or such holder terminates such employment with
                  Good Reason, then such Stock Option,

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            to the extent not previously terminated and not exercisable at the
            date such employment terminates, shall become fully exercisable; and
            (B) for Stock Options granted to Participants who are Nonemployee
            Directors, all such Stock Options (including those granted before
            the date that this Second Amended and Restated Plan was adopted)
            shall become fully exercisable as of the date of a Change in
            Control. For purposes of the foregoing:"

                                      * * *

      IN WITNESS WHEREOF, the duly authorized officers of the Company have
executed this First Amendment as of the ____ day of _____________, 2000.

                                       APAC CUSTOMER SERVICES, INC.


                                       By: ______________________________


                                       Its: ______________________________



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