EXHIBIT 10.1

                                 AMENDMENT NO. 1
                                     TO THE
                     AMENDED AND RESTATED SITEL CORPORATION
                  1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

            As adopted by the Board of Directors on January 18, 1999

The Board  hereby  amends  the  Amended  and  Restated  SITEL  Corporation  1995
Non-Employee Directors Stock Option Plan (the "Plan") as follows:

     1. Section 1.2 of the Plan is amended to state in its entirety as follows:

          1.2  "COMMITTEE"  shall  mean the  members  of the  Board  who are not
     Participants; provided, however, that in respect of grants of Options under
     the  Plan or  determinations  under  Section  10.1 of the  Plan,  the  term
     "Committee"  shall  mean the  Board  to the  extent  necessary  to meet the
     requirements of Rule 16b-3 under Section 16(b) of the 1934 Act.

     2. Section 3.2 of the Plan is amended to state in its entirety as follows:

          3.2 AUTHORITY OF COMMITTEE. The Committee shall have the authority (i)
     to  exercise  all of the  powers  granted  to it under  the  Plan,  (ii) to
     construe,  interpret,  and  implement  the Plan and any  Option  Agreements
     issued pursuant to the Plan,  (iii) to prescribe,  amend, and rescind rules
     and  regulations  relating to the Plan,  including  rules governing its own
     operations,  (iv) to make all determinations necessary or advisable for the
     proper  administration  of the Plan, and (v) to correct any defect,  supply
     any omission, and reconcile any inconsistency in the Plan. Furthermore,  in
     respect  of grants  of  Options  under  Section  5.1(b)  of the  Plan,  the
     Committee  shall  have  discretion  with  respect  to  the  eligibility  or
     selection of  Participants to receive Options under the Plan, the number of
     shares of Stock  subject  to  Options,  the  timing of the grant of Options
     pursuant to the Plan, or the purchase price  thereunder.  The determination
     of the  Committee  pursuant to powers vested in it hereunder on all matters
     relating to the Plan or any Option Agreement shall be final,  binding,  and
     conclusive.

     3. Section 3.3 of the Plan is amended to state in its entirety as follows:

          3.3 ACTION OF COMMITTEE.  The action of the majority of the members of
     the  Committee  present at a duly held  meeting  shall be the action of the
     Committee.  Any  action  may be taken by a written  instrument  signed by a
     majority  of the  Committee  members,  and any action so taken  shall be as
     fully  effective  as if it had  been  taken by a vote at a  meeting  of the
     Committee.  No member of the  Committee  shall be liable  for any action or
     determination  made in good  faith  with  respect to the Plan or any Option
     granted thereunder.
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     4. Section 5.1 of the Plan is amended to state in its entirety as follows:

          5.1 OPTION GRANT DATES.  The  Committee  shall or may grant Options to
     purchase shares of Stock to eligible Participants as follows:

               (a) Options to purchase  18,000  shares of Stock (as the same may
          be adjusted pursuant to Section 9.1) shall be granted to each eligible
          Participant on the date that such person is first elected or appointed
          to a three-year  term as a member of the Board and on each  succeeding
          date that  such  person is  re-elected  to the Board for a  three-year
          term. If an eligible  Participant  is first  elected or appointed,  or
          re-elected  or  re-appointed,  to a term of  less  than  three  years,
          options  to  purchase a  prorated  number of shares of Stock  equal to
          6,000 shares (as the same may be adjusted pursuant to Section 9.1) per
          full year within such term shall be granted to such Participant on the
          date that such  person is  elected  or  appointed,  or  re-elected  or
          re-appointed,  to the Board for such less than  three-year  term.  For
          purposes of the foregoing sentence, (i) the term "full year" means the
          time period beginning with an annual  stockholders  meeting and ending
          immediately  prior to the next scheduled annual  stockholders  meeting
          and (ii) the initial  period of such less than  three-year  term which
          begins on the date of the  election or  appointment  and ends with the
          next  scheduled  annual  stockholders  meeting (which for this purpose
          shall be considered to be scheduled for a date one year after the most
          recently held annual  stockholders  meeting) shall  constitute a "full
          year" for purposes of calculating  the prorated number of shares to be
          covered  by the  Option  and  determining  when  such  Option  becomes
          exercisable under Section 6.5(a)(ii) below if it exceeds six months.

               (b) In addition to the Options  provided  for in Section  5.1(a),
          the Committee may  discretionarily  grant Options from time to time to
          any eligible  Participant  to purchase such number of shares of Stock,
          and on such  terms  and  conditions,  as shall be  established  by the
          Committee and set forth in the Option Agreement for such Options.  The
          eligible  Participant  to be granted  such  additional  Options  shall
          abstain  from  the  Committee's  vote on the  grant  to such  eligible
          Participant.

          5.2 OPTION EXERCISE PRICE. The Option Exercise Price per share payable
     by the  Participant  to the  Company  upon  exercise  of an Option  granted
     hereunder  shall be not less than the Fair Market Value of a share of Stock
     on the date the Option is granted.

     5.  Section  6.5(a)  of the Plan is  amended  to state in its  entirety  as
follows:

          6.5 EXERCISE OF OPTIONS. Each Option shall be exercisable as follows:

               (a) (i) Each Option  granted under Section  5.1(a) to an eligible
          Participant   upon  election  or   appointment,   or   re-election  or
          re-appointment,  to a  three-year  term as a  member  of the  Board of
          Directors   shall  become   exercisable  in
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          three  (3)  equal  annual  installments,  with the  first  installment
          becoming  exercisable  on the date of the first annual  meeting of the
          stockholders of the Company following the date on which the Option was
          granted and the second and third installments  becoming exercisable on
          the dates of the second and third annual meetings of the  stockholders
          of the Company,  respectively,  following the date on which the Option
          was  granted.  (ii) Each Option  granted  under  Section  5.1(a) to an
          eligible  Participant upon election or appointment,  or re-election or
          re-appointment,  to a less  than  three-year  term as a member  of the
          Board  shall  become  exercisable  in  that  number  of  equal  annual
          installments  equal  to  the  number  of  full  years  (determined  in
          accordance  with Section  5.1(a) for all purposes of this Section 6.5)
          in such less than three-year term, with the first installment becoming
          exercisable   on  the  date  of  the  first  annual   meeting  of  the
          stockholders  of the Company  which is one full year after the date on
          which the Option was granted  and any  subsequent  installment(s)  (as
          applicable)  becoming exercisable on the dates of the second and third
          (as  applicable)  annual  meetings of the  stockholders of the Company
          which are two and three full years,  respectively,  following the date
          on which the  Option was  granted.  (iii) Each  Option  granted  under
          Section 5.1(b) shall become  exercisable in accordance  with the terms
          and  conditions  specified  in the Option  Agreement  delivered to the
          eligible Participant receiving such Option.

     6. Section 7.1 of the Plan is amended to state in its entirety as follows:

          7.1  EXERCISE  OF  OPTION  AFTER   TERMINATION  OF  SERVICE.   If  the
     Participant's  service  as a director  of the  Company  terminates  for any
     reason,  then the Participant's  Options which were exercisable on the date
     of the Participant's termination of service as a director (the "Termination
     Date")  shall  remain in full  force and  effect  and the  Participant  may
     exercise such  outstanding  Options in accordance with their original terms
     but in no event after the expiration date of the Option.  All Options which
     had been granted to the  Participant as of the  Termination  Date but which
     were  not  yet  exercisable  shall   automatically   terminate  as  of  the
     Termination Date, except as otherwise  provided in the Option Agreement for
     Options granted pursuant to Section 5.1(b). The Committee in its discretion
     may determine  whether any leave of absence  constitutes  a termination  of
     service on the Board for  purposes of the Plan and the  impact,  if any, of
     such leave of absence on Options  theretofore  granted under the Plan. Such
     determination of the Committee shall be final, binding, and conclusive. Any
     exercise of an Option following a Participant's death shall be made only by
     the  deceased   Participant's  executor  or  administrator  or  other  duly
     appointed representative reasonably acceptable to the Committee, unless the
     deceased Participant's will specifically devises such Option, in which case
     such  exercise  shall  be made  only by the  beneficiary  of such  specific
     devise.  If  a  deceased  Participant's  personal   representative  or  the
     beneficiary of a specific devise under such deceased  Participant's will is
     entitled to exercise any Option  pursuant to the preceding  sentence,  then
     such  representative  or beneficiary shall be bound by all of the terms and
     provisions of the Plan and the applicable Option Agreement which would have
     applied to the deceased Participant.