STOCK OPTION AGREEMENT

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Exhibit 10.4

APAC CUSTOMER SERVICES, INC.
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS

        This Agreement is entered into and made effective as of «Option_Date» by and between APAC Customer Services, Inc., an Illinois corporation (the "Company"), and «First_Name» «Middle_Name» «Last_Name» (the "Optionee").

W I T N E S S E T H:

         WHEREAS, the Company has granted the Optionee the right to purchase common stock of the Company, par value of $.01 per share ("Shares"), as authorized under the APAC Customer Services, Inc. 2005 Incentive Stock Plan (the "Plan");

         NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Company and Optionee hereby agree as follows:

         1.      Grant of Option .     Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Optionee a nonqualified stock option to purchase all or part of «Shares            Granted» Shares of the Company (the "Option") at a per share purchase price of «Option_Price», effective as of «Option_Date» (the "Grant Date").

         2.      Time of Exercise .     

        (a)   Except as provided below in this paragraph, from and after «Vest_Date_Period_1», as long as the Optionee continues to serve as a member of the Board of Directors (the "Board"), the Option shall become exercisable, to a maximum cumulative extent, in accordance with the following schedule:

Notwithstanding the foregoing, the Option may not be exercised for fractional Shares and the Option may not be exercised for less than 100 Shares at a time, unless it is for the balance of the Shares available under the Option.

        (b)   Notwithstanding paragraph 2(a), if (i) the Optionee's service as a member of the Board terminates due to death or "Retirement" (as defined below in paragraph 4), or (ii) a "Change in Control" (as defined below in paragraph 4) occurs while the Optionee is providing services to the Company as a member of the Board, the Option shall become exercisable with respect to all Shares covered by the Option.

         3.      Term of Option .     Except as provided in the next two sentences, the term of the Option shall be for a ten (10) year period, beginning on the Grant Date and ending on «Expiration_Date_Period_1» (the "Expiration Date"). If the Optionee's service as a member of the Board terminates for any reason other than cause, the Option shall expire on the earlier of: (i) the fifth (5th) anniversary of the termination of the Optionee's service as a member of the Board, or (ii) the Expiration Date. If the Optionee's service as a member of the Board terminates for "cause" before a Change in Control, the Option shall expire immediately and all rights to purchase Shares hereunder shall cease. For purposes of this Agreement, "cause" shall be determined by the Board, in its discretion.

         4.      Definitions .     For purposes of this Agreement, the following definitions shall apply:

        (a)   A "Change in Control" shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding voting securities of the Company, (ii) 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, (iii) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary or affiliate, (iv) as the result of, or in connection with, any contested election for the Board of Directors, 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 of Directors of the Company, or any successor thereto, or (v) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) 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) pursuant to the Exchange Act. Notwithstanding the foregoing, (i) 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