EXHIBIT 10.9  SEPARATION AND GENERAL RELEASE AGREEMENT  This SEPARATION AND GENERAL
RELEASE AGREEMENT (the Agreement), executed this 2nd day of May,
2001, is entered into by and between APAC Customer Services, Inc., an Illinois
corporation (the Company), and Peter M. Leger (Executive).  WI 
T  N  E 
S  S  E 
T  H  WHEREAS, Executive has been
employed as Chief Executive Officer and President of the Company and has served
as a member of the Board of Directors of the Company (the Board) pursuant to the terms and conditions
set forth in that certain Employment Agreement, made effective as of 11:59 p.m.
September 21, 1999, by and between Executive and the Company, as amended by
that certain Amendment, dated January 31, 2001, by and between the Company and
Executive (together, the Employment Agreement), which Employment Agreement
incorporates by reference the Restrictive Covenant Agreement made as of
September 21, 1999 by and between the Company and Executive (the Restrictive
Covenant Agreement);  WHEREAS,
Executive has decided to resign from his positions as Chief Executive Officer
and President of the Company and as a member of the Board; and  WHEREAS,
the Company has agreed to accept such resignation.  NOW,
THEREFORE, in consideration of the mutual agreements and understandings set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:  Section 1.TERMINATION
OF SERVICE; BENEFITS.  (a)    Resignation
of Employment.  Effective as of May
1, 2001 (the Separation Date), Executive hereby resigns his employment with
the Company, including his positions as Director, Chief Executive Officer and
President of the Company, and resigns as director, officer and trustee of each
of the Companys subsidiaries and affiliates of which he holds any such
positions, and shall no longer serve in any of these capacities.  (b)    Payments
and Benefits.  The Company shall
provide Executive with the payments and benefits set forth in this subsection
(b).  
   (i)     Severance
Payments.  The Company shall make
periodic payments to Executive at a rate of $393,750 per annum (equal to 75% of
Executives annual base salary as of the date hereof) for a period of
twenty-four (24) months (the Severance Payments), payable according to the
customary payroll practices of the Company, but in no event less frequently
than once each month.  Notwithstanding
the foregoing, the Company shall pay to Executive, in accordance with its
customary payroll practices (but not later than May 4, 2001) and to the extent
not previously paid, Executives base salary accrued through the Separation
Date (Accrued Base Salary), and such payment or payments of Accrued Base Salary
shall not reduce or offset the Companys obligation to make the Severance
Payments.  If a Change in Control (as
defined below) occurs after the Separation Date, the Company shall use its best
efforts to pay the remaining Severance Payments due to Executive under this
paragraph (i) in a lump sum as soon as practicable and, if reasonably feasible,
before consummation of the Change in Control, but in any event not later than
within thirty (30) days after the Change in Control.  For purposes of this paragraph (i), a Change in Control shall
be deemed to have occurred if (A) a tender offer shall be made and consummated
for the ownership of more than 50% of the outstanding voting securities of the
Company, (B) the Company 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 surviving or resulting corporation
shall be owned in the aggregate by the former shareholders of the Company, as
the same shall have existed immediately prior to such merger or consolidation,
(C) the Company 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, 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 Company before the Transaction  shall cease to constitute a majority of the Board or the board of
directors of any successor to the Company 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 Company, shall acquire more than
50% of the  2 
   outstanding voting
securities of the Company (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, (x) 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 Company, 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 (y) if the Schwartz Entities control, directly or
indirectly, less than twenty-seven percent (27%) of the Companys voting
securities while it is a public company, then 33-1/3% shall be substituted
for 50% in clauses (A), (B) and (E) of this paragraph (i).  (ii)  Stock Options.  Executive acknowledges and agrees that (A)
as of the Separation Date, the option granted to him pursuant to the
Nonqualified Stock Option Agreement number 99-00004763, dated as of September
21, 1999, shall be exercisable in accordance with its terms relating to a
termination of employment by the Company without cause as to a total of 40,000
common shares of the Company, (B) as of the Separation Date, the option granted
to him pursuant to the Nonqualified Stock Option Agreement number 99-00004764,
dated as of September 21, 1999, shall be exercisable in accordance with its
terms relating to a termination of employment by the Company without cause as
to a total of 400,000 common shares of the Company and (C) as of the Separation
Date, such options and such option agreements shall otherwise expire and be of
no further force or effect.  (iii)  Health Insurance.  Subject to Executive electing continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA), Executive shall be entitled to payment, when due, by the
Company of any premiums for continued Company health care coverage under COBRA
until such date as Executive is no longer  3 
   eligible therefor. Executive
acknowledges that his resignation hereunder shall constitute a qualifying
event for purposes of determining his rights under COBRA, and that the
continuation of health benefits hereunder shall be credited against the Companys
obligations to Executive under COBRA.  (iv)  Other Benefits.  Executive shall receive payment for 11.3
days of accrued but unused vacation no later than May 4, 2001 and shall
otherwise receive his accrued benefits under the terms of the plans, policies
and procedures of the Company; provided that Executive shall not be
entitled to receive any bonus for 2001, including, without limitation, any
Annual Incentive Bonus for 2001 under the Companys Incentive Bonus Plan; provided
further that nothing in this Agreement shall be deemed to constitute a
waiver by Executive of Executives rights, as of the Separation Date, under the
terms of the plans, policies and procedures of the Company, to convert
Executives participation in a Company group benefit plan to an individual
policy, participation in and payment for which individual policy is solely at
the expense of Executive.  (v)  References.  The Company agrees to provide, upon request,
an employment reference for Executive, indicating that the dates on which he
was employed as Chief Executive Officer and President of the Company and was a
member of the Board of Directors.  The
Company agrees to inform anyone requesting a reference that Executive resigned
on May 2, 2001.  The Company also agrees
to indicate, to anyone who requests a reference, that there were no negative
issues with regard to Executives performance. The Company also agrees to
describe Executives performance consistent with the press release dated May 2,
2001 regarding this issue.  Section 2.MUTUAL RELEASE.  (a)     Executives Release.  (i)  Executive hereby knowingly and voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGESthe
Company and the Companys subsidiaries and affiliates, together with all of
their respective past and present directors, managers, officers, partners,
employees and attorneys, and each of their predecessors, successors and
assigns, and any of the foregoing in their capacity as a shareholder or  4 
   agent of the Company or its
subsidiaries or affiliates (collectively, Releasees) from any and all claims,
charges, complaints, promises, agreements, controversies, liens, demands,
causes of action, obligations, attorneys fees, damages and liabilities of any
nature whatsoever, known or unknown, suspected or unsuspected, which Executive
or his executors, administrators, successors or assigns ever had, now have, or
may hereafter claim to have against any of the Releasees by reason of any
matter, cause or thing whatsoever, whether or not previously asserted before
any state or federal court or before any state or federal agency or  governmental entity, even if such act or
omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR
OMISSIONby the Releasees, from the beginning of time to the Separation
Date (the Executives Release); provided  that nothing herein
shall be deemed to release any of Executives right to enforce this Agreement.  (ii)   The Executives Release
includes, without limitation, any rights or claims arising out of or relating
in any way to Executives employment by or separation from the Company or
otherwise relating to any of the Releasees, or arising under any state or
federal statute or regulation including the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Americans with Disabilities Act of 1990, the
Rehabilitation Act of 1973, the Employee Retirement Income Security Act of
1974, and the Family Medical Leave Act of 1993, the Fair Labor Standards Act,
the Worker Adjustment and Retraining Notification Act of 1988, the Illinois
Human Rights Act, each as amended, or any other federal, state or local law,
regulation, ordinance or common law (including, without limitation, claims
based on breach of contract, tort, fraud or fraudulent inducement), or under
any policy, agreement, understanding or promise, whether written or oral,
formal or informal, between any of the Releasees and Executive.  (b)   Except as provided below, the Company, on its
behalf and that of its subsidiaries and affiliates and their officers and
directors, agents, employees, successors and assigns (solely in their capacity
as officers or directors of the Company or its subsidiaries or affiliates)
hereby knowingly and voluntarily releases and forever discharges Executive and
his heirs, beneficiaries or assigns (the Executive Released Parties) from any
and all claims, charges, complaints, promises, agreements, controversies,
liens, demands, causes of action, obligations, damages and liabilities of any
nature whatsoever that it had, now has, or may hereafter claim to have against
the  5 
   Executive Released Parties arising out of or
relating in any way to Executives employment by or separation from the Company
or its subsidiaries or affiliates, whether or not previously asserted before
any state or federal court or before any state, federal or regulatory agency or
governmental entity, from the beginning of time to the Effective Date; provided,
that, nothing herein shall be deemed to release any of the Companys
rights under this Agreement or the Restrictive Covenant Agreement; provided
further that this subsection (b) shall not be effective unless and until
Executive has granted the Company an irrevocable waiver of claims under the Age
Discrimination in Employment Act of 1967, as amended.  Section 3.REPRESENTATIONS.  (a)  Executive represents and warrants that, to the
knowledge of Executive, there is no reasonable basis for any third party to
assert any claim against the Releasees acting in their capacities under any
federal, state or local law, including a breach of any applicable duty under
common law.  Executive further
represents and warrants that, to the knowledge of Executive, there are no
claims, actions, suits, investigations or proceedings threatened against the
Releasees under any federal, state or local law, including a breach of any
applicable duty under common law. 
Executive further represents and warrants that there is no reasonable
basis for the Company or its subsidiaries or affiliates to assert any claim
against Executive for violation of any federal, state, or local law, or breach
of any applicable duty under common law.  (b)  Executive represents that the Company has
advised him to consult with an attorney of his choosing prior to signing this
Agreement.  Executive represents that he
understands and agrees that he has the right to have this Agreement and,
specifically, Executives Release, reviewed by an attorney of Executives
choice and that he has in fact reviewed this Agreement and, specifically,
Executives Release, with an attorney of his choice.  Executive further represents that he read and understood each and
every provision in this Agreement and that he had the opportunity to consult
with an attorney of his choice regarding the effect of each and every provision
of this Agreement.  (c)   Executive acknowledges that the Company is
not entering into this Agreement because it believes that Executive has any
cognizable legal claim against the Releasees. Executive acknowledges and agrees
that the purpose of this Agreement is to provide him with further assistance in
the transition of his employment status, while at the same time protecting the
Releasees from the expense and disruption which are often incurred in defending
against even a groundless lawsuit.  6 
   (d)   Executive represents that he understands and
agrees that the Company is under no obligation to offer him this Agreement,
that Executive is under no obligation to consent to Executives Release, and
that Executive has entered into this Agreement freely and voluntarily with
complete understanding of all relevant facts, and that this Agreement and
Executives Release are fair, adequate and reasonable.  Section 4.RESTRICTIVE
COVENANT AGREEMENT.  Executive
acknowledges and agrees that the Restrictive Covenant Agreement, a copy of
which is appended to this Agreement as Attachment I, remains in effect between
the Company and Executive and is hereby made a part hereof and incorporated
herein in its entirety by reference.  Section 5.COOPERATION.  Executive agrees that he will fully cooperate
in any claims, litigation or other legal actions in which the Company or its
subsidiaries or affiliates may become involved.  Such cooperation shall include Executive making himself
available, upon the request of the Company and at the Companys expense, for
depositions, court appearances and interviews by Companys counsel.  To the maximum extent permitted by law,
Executive agrees that he will notify the Board, in care of the Chairman of the
Compensation Committee of the Board, if he is contacted by any government
agency or any other person contemplating or maintaining any claim or legal
action against the Company or its subsidiaries or affiliates or by any agent or
attorney of such person.  Section 6.NOTICE.  For
purposes of this Agreement and the Restrictive Covenant Agreement, notices and
all other communications provided for in this Agreement or the Restrictive
Covenant Agreement shall be in writing and shall be deemed to have been duly
given when delivered by hand or mailed by United States registered mail, return
receipt requested, postage prepaid as follows:  If
to the Company:  APAC Customer Services, Inc. Six Parkway North Center,
Suite 400 Deerfield, Illinois 60015 Attn:  Chairman  with a copy to:  Skadden, Arps, Slate,
Meagher & Flom (Illinois) 333 West Wacker Drive Chicago, Illinois 60606  7 
   Attn:  Charles W. Mulaney, Jr.  If to Executive:  Executives
home address as reflected on the Companys records,
with a copy to:  McDermott,
Will & Emery 227
West Monroe Street Chicago,
Illinois 60606 Attn:  William W. Merten, Esq.  or such other address as either party may
have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.  Section 7.MISCELLANEOUS.  (a)   Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois without regard
to its conflicts of law principles. 
Executive hereby consents to the jurisdiction of the state and federal
courts in Illinois in the event that any disputes arise under this Agreement.  (b)   Headings.  The section and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  (c)   Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  (d)   Termination of Employment Agreement.  Executive agrees and acknowledges that, on
and after the Separation Date, he has no further rights under the Employment
Agreement or any other agreement relating to the terms and conditions of his
employment.  (e)   Modification; Waiver or Discharge.  This Agreement is entered into between the
Company and Executive for the benefit of each of the Company (including its
subsidiaries and affiliates) and Executive. 
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by  8 
   Executive and the Company.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.  (f)    Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect.  (g)   Successors;  Third-Party Beneficiaries. 
This Agreement shall be binding upon and shall inure to the benefit of
each of the parties hereto, and their respective heirs, legatees, executors,
administrators, legal representatives, successors and assigns; provided
that the provisions of Section 2(a) hereof are intended to be for the benefit
of, and shall be enforceable by, each Releasee and his, her or its heirs,
legatees, executors, administrators, legal representatives, successors and
assigns; and provided  further that the provisions of Section 2(b)
hereof are intended to be for the benefit of, and shall be enforceable by, each
Executive Released Party and his, her or its heirs, beneficiaries and
assigns.  Except as set forth in the
immediately preceding sentence, this Agreement is solely for the benefit of
Executive and the Company and shall not inure to the benefit of any third party.  (h)   Withholding.  All payments made by the Company to Executive pursuant to Section
1(b) of this Agreement shall be reduced by all federal, state, city or other
taxes that are required to be withheld pursuant to any law or governmental
regulation.  Executive agrees that he is
fully and solely responsible for any and all other income tax or withholding
liability, if any, and all other taxes that may attach to all amounts paid to
him under this Agreement.  Executive
agrees to DEFEND, INDEMNIFY, AND HOLD FOREVER
HARMLESS Releasees against any and all claims, demands, disputes,
costs, or expenses of whatever kind or character, including but not limited to
taxes, interest, and penalties that may result from any of the payments to him
hereunder.  (i)     No Assignments.  Executive represents and warrants that he
has not assigned, pledged, encumbered, or otherwise in any manner whatsoever
sold or transferred, either by instrument in writing or otherwise, any right,
claim, cause of action, title, interest, lien, or security interest released
herein or relating in any way to the claims that were or could have been
asserted by Executive against the Releasees.  9 
   Section 8.ENTIRE
AGREEMENT.  This
Agreement and the Restrictive Covenant Agreement constitutes the entire
understanding among the parties and may not be modified without the express
written consent of the parties.  This
Agreement and the Restrictive Covenant Agreement supersede any and all prior
agreements, understandings and negotiations regarding the subject matter
hereof, both written and oral, between the parties hereto.  [Remainder
of page intentionally left blank.]  10 
   IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.  APAC CUSTOMER SERVICES,
  INC.By:
  /s/ Linda R. WitteName:
  LINDA R. WITTETitle:
  SENIOR VICE PRESIDENTSTATE OF ILLINOIS
  §§COUNTY OF LAKE
  §  BEFORE ME, the undersigned
authority, on this day personally appeared Peter
M. Leger, who being by me first duly sworn, stated on his oath that
he has read the above and foregoing Separation and General Release Agreement,
that he is fully competent and authorized to execute the same on behalf of
himself, that he understands the same, and that he executed the Separation and
General Release Agreement for the purposes and consideration therein expressed.  SUBSCRIBED AND SWORN to
before me on this 3rd day of May, 2001.  /s/ Sharon Kay NelsonNotary Public[SEAL OF NOTARY PUBLIC]
  /s/ Peter M. LegerPeter M.
  Leger  
   ADEA RELEASE AGREEMENT  This ADEA RELEASE AGREEMENT
(the Agreement), executed this 2nd day of May, 2001, is entered
into by and between APAC Customer Services, Inc., an Illinois corporation (the
Company), and Peter M. Leger (Executive).  WI  T
N  E  S  S  E  T  H  WHEREAS, Executive was
employed as Chief Executive Officer and President of the Company and served as
a member of the Board of Directors of the Company (the Board) pursuant to the
terms and conditions set forth in that certain Employment Agreement, made
effective as of 11:59 p.m. September 21, 1999, by and between Executive and the
Company, as amended by that certain Amendment, dated January 31, 2001, by and
between the Company and Executive (together, the Employment Agreement), which
Employment Agreement incorporated by reference the Restrictive Covenant
Agreement made as of September 21, 1999 by and between the Company and
Executive (the Restrictive Covenant Agreement);  WHEREAS, Executive has
resigned from his positions as Chief Executive Officer and President of the
Company and as a member of the Board and from all offices Executive held with
subsidiaries and affiliates of the Company;  WHEREAS, Executive and the
Company have entered into a Separation and General Release Agreement, dated May
2, 2001 (the Separation Agreement), that addresses certain matters relating
to termination of the employment relationship between Executive and the
Company;  WHEREAS, in connection with
Executives resignation, the parties hereto desire to resolve fully and finally
all matters relating to the termination of the employment relationship between
Executive and the Company.  NOW, THEREFORE, in
consideration of the mutual agreements and understandings set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:  Section 1.PAYMENTS.  In consideration of the release by Executive
set forth in Section 2(a), the Company shall make periodic payments to
Executive at a rate of $131,250 per annum (equal to 25% of Executives annual
base salary as of the date of the Separation Agreement) beginning on the eighth
(8th) calendar day after the date this Agreement is signed by Executive and
delivered to the Company (the Effective Date), payable according to the
customary payroll  
   practices of the Company, but in no event
less frequently than once each month. 
If a Change in Control (as defined below) occurs after the Effective
Date, the Company shall use its best efforts to pay the remaining payments due
to Executive under this Section 1 in a lump sum as soon as practicable and, if
reasonably feasible, before consummation of the Change in Control, but in any event
not later than within thirty (30) days after the Change in Control.  For purposes of this Section 1, a Change in
Control shall be deemed to have occurred if (A) a tender offer shall be made
and consummated for the ownership of more than 50% of the outstanding voting
securities of the Company, (B) the Company 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 surviving or resulting corporation
shall be owned in the aggregate by the former shareholders of the Company, as
the same shall have existed immediately prior to such merger or consolidation,
(C) the Company 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, 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 Company before the Transaction shall cease to constitute a
majority of the Board or the board of directors of any successor to the Company
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
Company, shall acquire more than 50% of the outstanding voting securities of
the Company (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, (x) 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 Company, 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 (y) if the Schwartz Entities control, directly or
indirectly, less than twenty-seven percent (27%) of the Companys voting
securities while it is a public company, then 33-1/3% shall be substituted
for 50% in clauses (A), (B) and (E) of this Section 1.  2 
   Section 2.MUTUAL RELEASE.  (a)   ADEA Release.  Executive hereby knowingly and voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGESthe
Company and the Companys subsidiaries and affiliates, together with all of
their respective past and present directors, managers, officers, partners,
employees and attorneys, and each of their predecessors, successors and
assigns, and any of the foregoing in their capacity as a shareholder or agent
of the Company or its subsidiaries or affiliates (collectively, Releasees)
from any and all claims arising under the Age Discrimination in Employment Act
of 1967, as amended, which Executive or his heirs, legatees, executors,
administrators, successors or assigns ever had, now have, or may hereafter
claim to have against any of the Releasees by reason of any matter, cause or
thing whatsoever, whether or not previously asserted before any state or
federal court or before any state or federal agency or governmental entity,
from the beginning of time to the Effective Date (the Executives Release).  (b)   Release by the Company.  Except as provided below, the Company, on
its behalf and that of its subsidiaries and affiliates and their officers and
directors, agents, employees, successors and assigns (solely in their capacity
as officers or directors of the Company or its subsidiaries or affiliates)
hereby knowingly and voluntarily releases and forever discharges Executive and
his heirs, beneficiaries or assigns (the Executive Released Parties) from any
and all claims, charges, complaints, promises, agreements, controversies,
liens, demands, causes of action, obligations, damages and liabilities of any
nature whatsoever that it had, now has, or may hereafter claim to have against
the Executive Released Parties arising out of or relating in any way to
Executives employment by or separation from the Company or its subsidiaries or
affiliates, whether or not previously asserted before any state or federal
court or before any state, federal or regulatory agency or governmental entity,
from the beginning of time to the Effective Date; provided, that,
nothing herein shall be deemed to release any of the Companys rights under
this Agreement, the Restrictive Covenant Agreement or the Separation Agreement.  Section 3.REPRESENTATIONS.  (a)    Executive represents and warrants that, to
the knowledge of Executive, there is no reasonable basis for any third party to
assert any claim against the Releasees acting in their capacities under any
federal, state or local law, including a breach of any applicable duty under
common law.  Executive further represents
and warrants that, to the knowledge of Executive, there are no claims, actions,
suits, investigations or proceedings threatened against the Releasees under any
federal, state or local law, including a breach of any applicable duty under
common law.  Executive further
represents and warrants that there is no reasonable  3 
   basis for the Company or its subsidiaries or
affiliates to assert any claim against Executive for violation of any federal,
state, or local law, or breach of any applicable duty under common law.  (b)    Executive represents that the Company has
advised him to consult with an attorney of his choosing prior to signing this
Agreement.  Executive represents that he
understands and agrees that he has the right to have this Agreement and,
specifically, Executives Release, reviewed by an attorney of Executives
choice and that he has in fact reviewed this Agreement and, specifically,
Executives Release, with an attorney of his choice.  Executive further represents that he read and understood each and
every provision in this Agreement and that he had the opportunity to consult
with an attorney of his choice regarding the effect of each and every provision
of this Agreement.  (c)    Executive acknowledges that the Company is
not entering into this Agreement because it believes that Executive has any
cognizable legal claim against the Releasees. 
Executive acknowledges and agrees that the purpose of this agreement is
to provide him with further assistance in the transition of his employment status,
while at the same time protecting the Releasees from the expense and disruption
which are often incurred in defending against even a groundless lawsuit.  If Executive elects not to sign or revokes
this Agreement, the fact that this Agreement was offered in the first place
will not be understood as an indication that the Releasees believed Executive
was treated unlawfully or unfairly in any respect.  (d)    Executive represents that he understands and
agrees that the Company is under no obligation to offer him this Agreement,
that Executive is under no obligation to consent to Executives Release, and
that Executive has entered into this Agreement freely and voluntarily with
complete understanding of all relevant facts, and that this Agreement and
Executives Release are fair, adequate and reasonable.  Section 4.REVIEW AND
REVOCATION PERIOD.  Executive
hereby acknowledges that he has twenty-one (21) calendar days after receipt of
this Agreement to consider whether to sign it (although Executive may choose
voluntarily to sign and deliver this Agreement sooner), and that he has been
advised by the Company that he may consult with an attorney of his choice prior
to signing and returning this Agreement. 
Executive further acknowledges that he may change his mind and revoke
this Agreement at any time during the seven (7) calendar days immediately after
he signs the Agreement, in which case none of the provisions of this Agreement
will have any effect.  Executive
acknowledges and agrees that if he wishes to revoke this Agreement within the
seven (7)-day revocation period, he must do so by delivering written
notification addressed to the Chairman of the  4 
   Compensation Committee of the Board, APAC
Customer Services, Inc., Six Parkway North Center, Suite 400, Deerfield,
Illinois 60015, and that such revocation must be signed by Executive and
received by the Company no later than 5:00 p.m. central time on the seventh
(7th) calendar day after Executive has signed this Agreement.  Executive acknowledges and agrees that, in
the event he revokes this Agreement, he shall have no right to receive any of
the benefits hereunder.  Section 5.NOTICE.  For purposes 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 when delivered by hand or mailed by
United States registered mail, return receipt requested, postage prepaid as
follows:  If
to the Company:  APAC Customer Services, Inc. Six Parkway North Center,
Suite 400 Deerfield, Illinois 60015 Attn:  Chairman  with a copy to:  Skadden, Arps, Slate,
Meagher & Flom (Illinois) 333 West Wacker Drive Chicago, Illinois 60606 Attn:  Charles W. Mulaney, Jr.  If
to Executive:  Executives home address as
reflected on the Companys records, with a copy to:  McDermott, Will & Emery 227 West Monroe Street Chicago, Illinois 60606 Attn:  William W. Merten, Esq.  or such other address as either party may
have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.  5 
   Section 6.MISCELLANEOUS.  (a)    Governing
Law.  ThisAgreement shall be governed by and construed in
accordance with the laws of the State of Illinois without regard to its
conflicts of law principles.  Executive
hereby consents to the jurisdiction of the state and federal courts in Illinois
in the event that any disputes arise under this Agreement.  (b)    Headings.
The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement.  (c)    Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shallconstitute
one and the same instrument.  (d)    Modification;  Waiver or Discharge.  This Agreement is entered into between the
Company and Executive for the benefit of each of the Company (including its
subsidiaries and affiliates) and Executive. 
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
Executive and the Company.  No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.  (e)    Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all otherconditions and provisions of this Agreement shall nevertheless remain in full
force and effect.  (f)     Successors;  Third-Party Beneficiaries.  This Agreement shall be binding upon and
shall inure to the benefit of each of the parties hereto, and their respective
heirs, legatees, executors, administrators, legal representatives, successors
and assigns; provided that the provisions of Section 2(a)hereof are intended to be for the benefit of, and
shall be enforceable by, each Releasee and his, her or its heirs, legatees,
executors, administrators, legal representatives, successors and assigns; and provided
furtherthat the provisions of Section 2(b) hereof are intended to be
for the benefit of, and shall be enforceable by, each Executive Released Party
and his, her or its heirs, beneficiaries and assigns.  Except as set forth in the immediately preceding sentence, this
Agreement is solely for the benefit of Executive and the Company and shall not
inure to the benefit of any third party.  6 
   (g)     Withholding. All Payments made by
the Company to Executive pursuant to Section 1 of this Agreement shall be
reduced by all federal, state, city or other taxes that are required to be
withheld pursuant to any law or government regulation. Executive agrees that he
is fully and solely responsible for any and all other income tax or withholding
liability, if any, and all other taxes that may attach to all amounts paid to
him under this Agreement. Executive agrees to DEFEND,
INDEMNIFY, AND HOLD FOREVER HARMLESSReleasees against any and all
claims, demands, disputes, costs, or expenses of whatever kind or character,
including but not limited to taxes, interest, and penalties that may result
from any of the payments to him hereunder.  Section 7.ENTIRE
AGREEMENT. This Agreement constitutes the entire
understanding among the parties and may not be modified without the express
written consent of the parties. This Agreement supersedes any and all prior
agreements, understandings and negotiations regarding the subject matter
hereof, both written and oral, between the parties hereto; provided that
nothing herein shall modify or supersede any provision of the Restrictive
Covenant Agreement or the Separation Agreement.  [Remainder
of page intentionally left blank.]  7 
   IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.  APAC CUSTOMER SERVICES,
  INC.By:
  /s/ Linda R. WitteName:
  LINDA R. WITTETitle:
  SENIOR VICE PRESIDENTSTATE OF ILLINOIS
  §§COUNTY OF LAKE
  §  BEFORE ME, the undersigned
authority, on this day personally appeared Peter
M. Leger, who being by me first duly sworn, stated on his oath that
he has read the above and foregoing ADEA Release Agreement, that he is fully
competent and authorized to execute the same on behalf of himself, that he
understands the same, and that he executed the ADEA Release Agreement for the
purposes and consideration therein expressed.  SUBSCRIBED AND SWORN to
before me on this 3rd day of May, 2001.  /s/ Sharon Kay NelsonNotary Public[OFFICIAL SEAL-
  /s/ Peter M. LegerSHARON KAY NELSON
  Peter M.
  LegerNOTARY PUBLIC, STATE OF
  ILLINOISMY COMMISSION EXPIRES
  [ILLEGIBLE]]