Exhibit 10.5

APAC CUSTOMER SERVICES, INC.

RESTRICTED STOCK AWARD AGREEMENT  PURSUANT TO  THE APAC CUSTOMER SERVICES, INC. 2005 INCENTIVE STOCK PLAN

THIS AGREEMENT (this "Agreement") is made effective as of «date» (the
"Grant Date"), between APAC Customer Services, Inc., an Illinois corporation (the "Company"), and
«name» (the "Participant").

R E C I T A L:

WHEREAS, the Company desires to grant to the Participant certain Restricted Shares under the Company's 2005 Incentive Stock Plan (the
"Plan"), which has been approved by its shareholders.

NOW
THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1.Grant of the Restricted Stock Award.Subject to the terms and conditions set forth in this Agreement and the
Plan, the Company hereby grants to the Participant an Award consisting of «shares» Restricted Shares, subject to adjustment as set forth in Section 11 of the Plan.
Capitalized terms not defined herein shall have the same meaning as set forth in the Plan. Each Restricted Share shall vest and become unrestricted in accordance with Section 2 hereof.

2.Vesting.



3.Rights as a Shareholder.The Company will issue the Restricted Shares by registering the Restricted Shares in
book entry form with the Company's transfer agent in the Participant's name and the applicable restrictions will be noted in the records of the Company's transfer agent and in the book

---



entry
system. No certificate(s) representing all or a part of the Restricted Shares will be issued until the Restricted Shares become vested. The Participant may exercise all voting rights with
respect to the Restricted Shares. Dividends (as they may be declared and paid on Common Stock to shareholders from time to time) shall not be payable on any Restricted Shares that are not vested.

4.No Right to Continued Employment.Without limiting the applicability of the Employment Agreement, this
Agreement shall not be construed as giving the Participant the right to be retained in the employ of the Company.

5.Transferability.The Restricted Shares subject to the Award and not then vested may not be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process, (collectively referred to as
a "Transfer") and any attempt to so Transfer such Restricted Shares shall be null and void, other than a Transfer by will or the laws of descent and
distribution.

6.Withholding.By accepting the Award, the Participant agrees to make appropriate arrangements with the Company
for the satisfaction of any applicable federal, state or local income tax withholding requirements, including the payment to the Company of all such taxes and requirements in connection with the
distribution or delivery of the vested Restricted Shares, or other settlement in respect of the Restricted Shares upon vesting, and the Company shall be authorized to take such action as may be
necessary (including, without limitation, at the election of the Participant, (a) withholding vested Restricted Shares otherwise deliverable to the Participant hereunder, except that this
election shall not apply in the case of withholding required upon the filing of an election under Section 83(b) of the Internal Revenue Code pursuant to Section 14 hereof, or
(b) withholding amounts from any compensation or other amount owing from the Company to the Participant) to satisfy all obligations for the payment of such taxes; provided, however, that in no
event shall the value of vested Restricted Shares so withheld by the Company exceed the minimum withholding rates required by applicable statutes.

7.Notices.For the purpose of this Agreement, notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed
facsimile, (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date
delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the Company in care of its General Counsel and to the Participant at the
address (or to the facsimile number) shown on the records of the Company.

8.Failure to Enforce Not a Waiver.The failure of the Company to enforce at any time any provision of this
Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9.Authority of Committee.The Committee shall have full authority to interpret and construe the terms of this
Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, conclusive and binding.

10.Choice of Law.The interpretation, performance and enforcement of this Agreement shall be governed by the
laws of the State of Illinois without regard to its conflicts of law principles.

11.Counterparts.This Agreement may be executed in two counterparts each of which shall be deemed an original
and both of which together shall constitute one and the same instrument. Any facsimile of this Agreement shall be considered an original document.

12.Complete Agreement; Inconsistencies.The Award is made pursuant to the Plan, the terms of which are
incorporated herein by reference. The Plan and this Agreement embody the complete

2

---



agreement
and understanding among the parties respecting the subject hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral,
which may have related to the subject matter hereof in any way. In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall prevail.

13.Successors and Assigns.This Agreement is intended to bind and inure to the benefit of and be enforceable by
the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), and is intended to bind all successors and assigns of the
respective parties, except that the Participant may not assign any of the Participant's rights or obligations under this Agreement except to the extent and in the manner expressly permitted hereby.

14.Section 83(b) Election.



3

---





IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and the Participant has hereunto set his hand, effective as of the Grant Date.

| |  |       |  | APAC CUSTOMER SERVICES, INC.                     
| |  | ----- |  | -------------------------------------------------
| |  | By:   |  | /s/GEORGE H. HEPBURN, III                        
| |  | Name: |  | George H. Hepburn, III                           
| |  | Its:  |  | Senior Vice President and Chief
Financial Officer
| |  |       |  | Participant: «name»                              

4

---



SCHEDULE A

5

---



EXHIBIT A

ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING  SECTION 83(b) ELECTION

The undersigned, a recipient of «shares» shares of Common Stock of APAC Customer Services, Inc., an Illinois corporation (the
"Company"), pursuant to a restricted stock award granted under the terms of the Company's 2005 Incentive Stock Plan (the
"Plan"), hereby states as follows:

1.     The
undersigned acknowledges receipt of a copy of the Restricted Stock Award Agreement and Plan relating to the offering of such shares. The undersigned has carefully
reviewed the Plan and the Restricted Stock Award Agreement pursuant to which the award was granted.

2.     The
undersigned either (check and complete as applicable):

| |  | (a) |  |  |  | has consulted, and has been fully advised by, the undersigned's own tax advisor,
, whose business address is
, regarding the federal, state and local tax
consequences of receiving shares under the Plan, and particularly regarding the advisability of making an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and pursuant to the corresponding provisions, if any, of applicable state law, or
| |  | --- |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (b) |  |  |  | has knowingly chosen not to consult such a tax advisor.                                                                                                                                                                                                                                                                                                                                                                                                

3.     The
undersigned hereby states that the undersigned has decided (check as applicable):

| |  | (a) |  |  |  | to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned's executed Restricted Stock Award Agreement, an executed form entitled "Election Under
Section 83(b) of the Internal Revenue Code of 1986," or
| |  | --- |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (b) |  |  |  | not to make an election pursuant to Section 83(b) of the Code.                                                                                                                                                                                                           

4.     Neither
the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of
the undersigned's acquisition of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of
applicable state law.

|Dated:, 200 |  | Participant: «name»
|----------- |  | -------------------

---



QuickLinks