OPTION AGREEMENT

(Incentive Stock Option)

SITEL CORPORATION

1999 STOCK INCENTIVE PLAN

THIS AGREEMENT entered into as of the Grant Date between SITEL Corporation, a Minnesota corporation (the “Company”) and Optionee.  Certain capitalized terms used herein are defined in the attached Notice of Grant of Stock Options, which serves as the signature page to this Option Agreement and is incorporated herein by this reference.  All other capitalized terms used and not otherwise defined herein shall have the meanings given them in the SITEL Corporation 1999 Stock Incentive Plan, as amended (“Plan”).

1.                                        Grant of Option .  The Company hereby grants to Optionee an Incentive Stock Option (the “Option”) to purchase, up to and including in the aggregate, that number of shares of voting common stock of the Company, with a par value of $.001 each (the “Stock”) equal to the Number of Option Shares at the Option Exercise Price, subject in all respects to the terms and provisions of the Plan, which has been adopted by the Company and which is incorporated herein by reference.

2.                                        Option Exercise Price .  The Option Exercise Price represents the Fair Market Value of a share of the Stock on the Grant Date as determined in accordance with the Plan.

3.                                        When Option Is Exercisable .  This Option shall become exercisable in three (3) installments. Each such installment shall permit the purchase of one-third (33-1/3%) of the Number of Option Shares.  The first installment shall become exercisable on the first year anniversary of the Grant Date and succeeding installments shall become exercisable on the second and third year anniversaries, respectively, of the Grant Date.  Once an Option installment becomes exercisable, it shall remain exercisable until expiration, cancellation, or termination of this Option.  This Option may not be exercised after the Latest Expiration Date and may be exercised during its term only in accordance with the other provisions of this Option Agreement and the terms of the Plan.

4.                                        Special Provisions Concerning Exercise or Termination .  If this Option is then in effect, it shall become exercisable earlier than the dates specified in Section 3 or shall terminate earlier than the Latest Expiration Date described in Section 3, as the case may be, upon the events described below:

(a)                                   Change of Control .  If a change of control of the Company occurs, as defined in Section 13(b) of the Plan, prior to the third year anniversary of the Grant Date, as determined by the Committee in its sole discretion, then any remaining installments of this Option which have not yet become exercisable shall become exercisable effective immediately prior to such change of control. Once this Option becomes exercisable pursuant to this Section 4(a), it shall remain exercisable until expiration, cancellation, or termination of this Option.  This Option may be exercised during such period only in accordance with the other provisions of this Option Agreement and the terms of the Plan.

(b)                                  Company’s Termination of Optionee’s Employment Other Than For Cause .  If Optionee’s employment with the Company is terminated by the Company other than for Cause (as defined in Section 4(c)) prior to October 27, 2005, then any remaining installments of this Option which have not yet become exercisable shall become exercisable upon the effective date of such termination other than for Cause.  Once this Option becomes exercisable pursuant to this Section 4(b), it may be exercised by Optionee in whole or in part at any time prior to October 27, 2005 (but in no event later than the Latest Expiration Date), at which time any unexercised portion of this

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Option shall terminate.  The termination of Optionee’s employment with Company by reason of Optionee’s death shall not be considered a termination by the Company but rather shall be considered a termination by the Optionee covered by Section 4(d) below.

(c)                                   Termination of Employment For Cause .  If the employment of Optionee with the Company is terminated by the Company for Cause (as defined below), as determined by the Committee in its sole discretion, then this Option shall terminate immediately upon such termination of employment.  For purposes of this Section 4(c) (and only for such purpose), “Cause” shall mean only (i) Optionee’s confession or conviction of theft, fraud, embezzlement, any other crime involving dishonesty, or any felony, (ii) Optionee’s excessive absenteeism (other than by reason of a “Disability”, which for this purpose shall mean any physical or mental disability which, without regard to any required waiting periods, would be covered by the Company’s then current group insurance policy for short term disability on file with SWW human resources) without reasonable cause, (iii) bad faith or dishonest conduct on the part of the Optionee which is materially detrimental to the Company, its subsidiaries or affiliates, (iv) Optionee’s violation in any material respect of any confidentiality obligations to the Company, or any subsidiary or affiliate of the Company, or its clients, vendors or strategic partners, or engaging in activities which are competitive with the business of the Company, its subsidiaries or affiliates, (v) Optionee’s inability to perform his duties and respo