EXHIBIT 10.2

                              SEPARATION AGREEMENT
                              --------------------


     THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into
effective as of April 1, 2001 by and between  PHILLIP A. CLOUGH  ("Clough")  and
SITEL CORPORATION ("SITEL").

     SITEL and  Clough  have  mutually  agreed  to end  their  employer-employee
relationship.  This  Agreement  is  intended  to provide the terms of the mutual
separation.

     1.  RESIGNATION.  Clough  hereby  resigns  effective  immediately  from all
positions he holds as a director and/or officer of SITEL  Corporation and any of
its subsidiaries and as a trustee of any of SITEL Corporation's benefit plans.

     2.  COMPENSATION.  As a  material  inducement  to Clough to enter into this
Agreement,  SITEL agrees to pay Clough the  equivalent  of twelve (12) months of
Clough's current annual base salary ($500,000) in equal  installments and on the
dates which  correspond to SITEL's  regular paydays from and after the effective
date of this  agreement.  In the event of Clough's  death prior to completion of
payment  of such  installments,  any  remaining  installments  shall  be paid to
Clough's surviving spouse, if any, and otherwise to his estate.

     With respect to any SITEL benefit plans in which Clough  participated prior
to his  resignation,  Clough's  participation  in such plans shall end as of the
date of this  Agreement  and Clough shall be entitled to such  benefits  accrued
prior to the date of termination of his  participation  as may be payable to him
in accordance  with and subject to the terms and  conditions of such plans as in
effect from time to time.

     3. EFFECT ON OPTIONS. As of the date of this Agreement,  Clough has certain
options to  purchase  common  stock of SITEL  which by their  terms have  become
non-forfeitable,  meaning  Clough  retains them  following  this  separation  of
employment.  For  purposes of clarity,  Clough's  non-forfeitable  options  (the
"non-forfeitable options") are as follows:

     (a)  290,000  options  with an  exercise  price  of $3.50  each  originally
          granted on January 7, 1997, of which none are currently exercisable as
          they are subject to a $9.00 price hurdle

     (b)  200,000  options  with an  exercise  price  of $9.75  each  originally
          granted  on  February  17,  1998,   of  which  120,000  are  currently
          exercisable

     (c)  128,595  options with an exercise  price of $4.78125  each  originally
          granted on January 18, 1999, of which 51,438 are currently exercisable

     (d)  146,405  options with an exercise  price of $4.78125  each  originally
          granted on January 18, 1999, of which 41,830 are currently exercisable


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Such  non-forfeitable  options  shall  remain  outstanding  and  exercisable  in
accordance  with and subject to their terms and  conditions  as existed prior to
Clough's  resignation.  If SITEL hereafter  determines in its sole discretion to
remove the $9.00 price  hurdle to  exercisability  from options held by all then
current SITEL  employees,  in that event SITEL at the same time will also remove
the $9.00 price hurdle to exercisability from the options held by Clough.

     For purposes of clarity,  Clough's remaining options which are forfeitable,
and which by their terms and  conditions  terminate  upon the effective  date of
this  Agreement,  are the 110,000  award program  options  granted on January 7,
1997,  the 125,000  options  granted on January 3, 2000,  and the 65,000 options
granted on January 11, 2001.

     Clough  acknowledges that following the effective date of this Agreement he
will accrue no further  interest or vesting in any options to purchase  stock of
SITEL and shall be  limited  in his  rights to  exercise  stock  options  to the
non-forfeitable options described above.

     4. FULL CONSIDERATION.  Clough expressly acknowledges that the compensation
provided  in  Paragraph 2 includes  consideration  for the  settlement,  waiver,
release,  and  discharge of any and all claims  arising  under the common law or
under  federal  state  or  local  statute,  law  or  regulation,  pertaining  to
employment  discrimination based on race/color,  religion, sex, national origin,
disability,  or age (Age  Discrimination in Employment Act), wrongful discharge,
breach of  contract,  infliction  of  emotional  distress,  or any other  reason
established by the common law or by federal, state or local laws.

     5. COOPERATION.  If any matters for which Clough was responsible during his
employment  remain  pending as of the date of this  Agreement,  Clough agrees to
provide any  cooperation  or assistance  reasonably  needed by SITEL to complete
such  matters.  If any claims,  actions or  proceedings  involving  or affecting
SITEL, its subsidiaries or affiliates,  or their respective officers, agents and
employees, arise which pertain to any period, transaction or occurrence prior to
and  including  the  date  of this  Agreement  and in  respect  of  which  SITEL
reasonably believes Clough's assistance or cooperation will be advisable, Clough
agrees to cooperate fully with SITEL in investigating,  preparing and testifying
in respect of such  claims,  actions or  proceedings.  Clough's  assistance  and
cooperation shall be provided without further consideration beyond that provided
in  Paragraph  2 of this  Agreement  but  Clough  shall  be  reimbursed  for all
reasonable  out-of-pocket  expenses  in  connection  with  such  assistance  and
cooperation  which is incurred and reported in accordance with SITEL's  policies
and procedures.

     6. RETURN OF PROPERTY.  Clough shall promptly  return to SITEL all property
of SITEL which remains within Clough's possession or control,  including without
limitation, as applicable,  keys, access cards, passwords,  computers,  cellular
phones, and automobiles.

     7.  NON-ADMISSION.  This Agreement  shall not in any way be construed as an
admission by SITEL,  its  officers,  agents,  or  employees,  of any wrongful or
unlawful act or omission  whatsoever  against Clough or any other person,  or by
Clough of any wrongful or unlawful act or omission  whatsoever  against SITEL or
any other person. SITEL specifically  disclaims any liability to, or wrongful or
unlawful  act or  omission  against,  Clough or any other

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person  on the  part of  itself,  its  officers,  agents  or  employees.  Clough
specifically disclaims any liability to, or wrongful or unlawful act or omission
against, SITEL or any other person on his part.

     8. WAIVER. As a material inducement to SITEL and Clough,  respectively,  to
enter into this Agreement,  Clough and SITEL represent to each other that he and
they, respectively,  have not filed any lawsuits,  charges, or complaints,  with
any local, state or federal agency or court of law arising from his relationship
with SITEL,  including the mutual termination of such  relationship.  Clough and
SITEL  further  represent  to each  other,  respectively,  that,  subject to the
other's compliance with the terms of this Agreement, he or they will not seek to
recover any monetary damages against the other.

     9.  INTENT.  The  parties  understand  and agree  that the  overriding  and
controlling  intent of this  Agreement  is to  accomplish  a full release of all
claims or actions Clough has or might have against SITEL, as well as any parent,
subsidiary  or  affiliated  company,  or which  SITEL has or might have  against
Clough,  its and  their  officers,  agents,  and  employees,  for any  wrongful,
unlawful or unfair act or omission up to and including the date of the execution
of this  Agreement.  Clough,  for himself and his successors  and assigns,  does
hereby  release,  settle,  acquit and forever  discharge  SITEL,  as well as any
parent,  subsidiary,  or affiliated company, its and their officers,  agents and
employees,  and SITEL,  for itself and its successors  and assigns,  does hereby
release,  settle,  acquit and forever  discharge Clough, of and from any and all
claims,  actions,  causes of action,  rights,  demands,  debts,  damages, or any
action of whatever  nature  arising from or during  Clough's  relationship  with
SITEL, including the mutual termination thereof.

     10.  KNOWING  AND  VOLUNTARY.   Clough  expressly   acknowledges   that  he
understands  all the  provisions of this  Agreement and that he is knowingly and
voluntarily entering into this Agreement. Clough further acknowledges that SITEL
has encouraged and given him the  opportunity to thoroughly  discuss all aspects
of this  Agreement  with his attorney  and other  advisors  before  signing this
Agreement.

     11.  GOVERNING LAW. This Agreement is made and entered into in the State of
Maryland and shall in all respects be interpreted,  enforced, and governed under
the laws of said State. The language of all parts of this Agreement shall in all
cases be construed as a whole,  according to its fair meaning,  and not strictly
for or against any of the parties hereto.

     12. EFFECT OF INVALIDITY. If any provision of this Agreement is declared or
determined by any court of competent jurisdiction to be illegal,  invalid, void,
or  unenforceable,  the legality,  validity and  enforceability of the remaining
provisions shall not be affected  thereby,  and such illegal,  invalid,  void or
unenforceable or invalid provision shall be deemed not a part of this Agreement.

     13.  ENTIRE  AGREEMENT.  This  Agreement  sets forth the  entire  agreement
between the parties and, unless otherwise specified herein, fully supersedes any
and all prior  agreements or  understandings  between the parties as to Clough's
employment,  including without  limitation his employment  agreement dated as of
January 1, 2000,  except as  expressly  provided in  Paragraph 3

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and as  provided  below  in this  Paragraph  13:  (a)  Clough  acknowledges  his
continuing  obligations to comply with the provisions of the Confidentiality and
Non-Competition Agreement between SITEL and Clough dated on or about January 27,
1997 (the  "Non-Compete"),  which  agreement  remains in full force and  effect.
SITEL  agrees  that the 18  month  period  specified  in the  Non-Compete  shall
commence with the effective  date of this Agreement (as opposed to commencing at
the conclusion of the period that compensation is paid pursuant to Paragraph 2).
(b) SITEL and Clough specifically acknowledge that the Indemnification Agreement
dated on or about  January 27, 1997  relating to Clough's  service as an officer
and director remains in effect according to its existing terms and conditions.

     14.  OPPORTUNITY TO REVIEW.  Clough expressly  acknowledges  that SITEL has
advised him that he may take up to  twenty-one  (21) days in which to review the
terms of this Agreement,  and that following his execution of this Agreement, he
has an  additional  seven (7) days in which to revoke  his  agreement.  Any such
revocation  shall not affect the  resignations  tendered  by Clough  pursuant to
Paragraph 1, which shall remain in full force and effect from the date  thereof.
Furthermore,  in the event of any such revocation,  the resignations tendered by
Clough  shall,  solely for  purposes  of  paragraph  7(d) of  Clough's  existing
employment agreement, neither be presumed to be voluntary nor involuntary.



                                                     /s/ Phillip A. Clough
                                                     ---------------------------
                                                     Phillip A. Clough


                                                     SITEL CORPORATION


                                                     By:/s/ James F. Lynch
                                                     ---------------------------
                                                     James F. Lynch, Chairman

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