SITEL CORP
EXHIBIT 10.20
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<TYPE>EX-10.20
<SEQUENCE>7
<FILENAME>a2074283zex-10_20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
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                                                                   EXHIBIT 10.20

                                SITEL CORPORATION

                   2001 NONEMPLOYEE DIRECTOR COMPENSATION PLAN

                                    ARTICLE I

                                     PURPOSE

       The purpose of the SITEL Corporation 2001 Nonemployee Director
Compensation Plan (the "Plan") is to allow nonemployee directors of SITEL
Corporation to make certain elections with respect to the nature and deferral of
compensation to be received under the Plan.

                                   ARTICLE II

                                   DEFINITIONS

       For purposes of the Plan, the following words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise:

       2.1   ANNUAL RETAINER COMPENSATION. "Annual Retainer Compensation" means
fees payable quarterly for services as a director of the Company (whether as a
member of the Board, as a member of one or more Board committees, or as the
Chairman of the Board), but does not include fees payable per meeting attended.

       2.2   BENEFICIARY. "Beneficiary" means the person or persons designated
by a Participant pursuant to Article VIII, or otherwise provided in Article
VIII, to receive any benefits payable under the Plan in the event of such
Participant's death.

       2.3   BOARD. "Board" means the Board of Directors of the Company.

       2.4   COMMITTEE. "Committee" means the Compensation Committee of the
Board.

       2.5   COMPANY. "Company" means SITEL Corporation, a Minnesota
corporation.

       2.6   COMPENSATION. "Compensation" means all remuneration payable by the
Company to a Participant for services as a director of the Company during a Plan
Year, whether in cash or shares of Company stock, including without limitation
Annual Retainer Compensation and meeting fees, but excluding stock options and
reimbursable amounts for expenses of attending meetings of the Board or any
committee thereof.

       2.7   DEFERRAL ACCOUNT. "Deferral Account" means an account established
and maintained for a Participant on the books of the Company pursuant to
Section 5.1.

       2.8   ELECTION AGREEMENT. "Election Agreement" means an agreement signed
and filed with the Committee by a Participant pursuant to Article IV.

       2.9   PARTICIPANT. "Participant" means a nonemployee member of the Board.

       2.10  PLAN YEAR. "Plan Year" means the period beginning on the day of the
annual meeting of shareholders of the Company and ending at the close of
business on the day immediately preceding the day of the next following annual
meeting; provided, however, the first Plan Year shall commence on January 1,
2001, and end at the close of business on the day immediately preceding the 2001
annual meeting of shareholders of the Company.

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                                   ARTICLE III

                             ADMINISTRATION OF PLAN

       3.1   ADMINISTRATION. The Plan shall be administered by the Committee or
its delegate. The Committee or its delegate shall have the authority to
interpret the Plan, to make, amend, interpret, apply, and enforce all
appropriate rules and regulations for the administration of the Plan, and to
decide any and all questions which may arise in connection with the Plan. Any
delegate of the Committee for purposes of administration of the Plan shall not
make any discretionary decision on behalf of the Committee which pertains
directly to such delegate as a Participant. References in the Plan to filings
with the Committee shall include filings with the Committee's delegate.

       3.2   BINDING EFFECT OF DECISIONS. The decision or action of the
Committee or its delegate with respect to any question arising out of or in
connection with the administration or interpretation of the Plan and the rules
and regulations promulgated under the Plan shall be final, conclusive, and
binding upon all persons having any interest in the Plan, unless a written
appeal from the affected Participant or Beneficiary is received by the Committee
or its delegate within 30 days after the disputed decision or action of the
Committee or its delegate has been made or taken. Upon timely receipt of such
appeal, the Committee shall reconsider the disputed decision or action; and the
decision of the Committee with respect to such appeal shall be final,
conclusive, and binding on the person lodging such appeal and all persons
claiming by, through, or under such person.

                                   ARTICLE IV

                        NONEMPLOYEE DIRECTOR FEE PAYMENTS

       4.1   NONEMPLOYEE DIRECTOR FEES. Participants are paid fees for services
as a director of the Company in such amounts and in such manner as may be
established by the Board from time to time.

       4.2   ANNUAL RETAINER COMPENSATION.

       (a)    Unless otherwise elected pursuant to Section 4.2(b), all
              Participants shall be paid fifty percent (50%) of their Annual
              Retainer Compensation in common stock of the Company, pursuant to
              the Company's 1999 Stock Incentive Plan, with the balance paid in
              cash.

       (b)    A Participant may elect to have more than fifty percent (50%)
              of such Participant's Annual Retainer Compensation paid in common
              stock of the Company by signing and filing with the Committee an
              Election Agreement in accordance with Section 4.3.

       4.3   ELECTION TO DEFER COMPENSATION. A Participant may elect to defer
Compensation by signing and filing with the Committee an Election Agreement in
the form prescribed by the Committee prior to the last day of any Plan Year. The
election shall be effective on the first day of the Plan Year commencing
immediately following the Committee's receipt of such Election Agreement;
provided, however, with respect to the first Plan Year of the Plan an Election
Agreement must be filed by December 31, 2000. A Participant electing to defer
Compensation shall make the following selections on such Election Agreement:

       (a)    amount of Compensation to be deferred; and

       (b)    form of payment for the deferred Compensation.

An Election Agreement signed and filed with the Committee by a Participant may
provide for the deferral of any portion of such Participant's Compensation;
provided that the minimum amount of such deferrals for each Plan Year shall not
be less than $5,000. An Election Agreement shall apply to a Participant's
Compensation over a deferral period of one Plan Year, and thereafter to each
subsequent deferral period of one Plan Year until the Participant's termination
of service as a director of the Company or until the election to defer is
amended. Except as otherwise provided in the Plan, a signed Election Agreement
shall become irrevocable upon its filing with the Committee.

       4.4   INITIAL ELECTION AGREEMENT. Notwithstanding the provisions of this
Article IV, with respect to an individual appointed to the Board during a Plan
Year who thereby becomes a Participant, an initial Election

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Agreement may be filed within 30 days after such individual's appointment to the
Board. The elections contained in such initial Election Agreement shall be
effective on the first day of the calendar month following the Committee's
receipt thereof.

       4.5   AMENDED ELECTION AGREEMENT.

       (a)    A Participant may amend a previously filed Election Agreement
              for the purpose of changing the amount of such Participant's
              Annual Retainer Compensation to be paid in common stock of the
              Company (but not below 50%) by filing an amended Election
              Agreement with the Committee. The amended Election Agreement shall
              be effective for Plan Years beginning after the last day of the
              Plan Year in which a properly completed and executed amended
              Election Agreement is filed with the Committee.

       (b)    A Participant may amend a previously filed Election Agreement
              for the purpose of changing the amount of such Participant's
              Compensation to be deferred by filing an amended Election
              Agreement with the Committee prior to the last day of a Plan Year
              stating the amount by which the Participant elects to change the
              Compensation deferral. The amended Election Agreement shall be
              effective only as to Compensation earned in Plan Years beginning
              after the last day of the Plan Year in which a properly completed
              and executed amended Election Agreement is filed with the
              Committee.

       (c)    A Participant may amend a previously filed Election Agreement
              for the purpose of changing the form of payment of such
              Participant's Deferral Account by filing an amended Election
              Agreement with the Committee. The amended Election Agreement shall
              state the change in the form of payment selected by such
              Participant and only shall be effective one year after the
              properly completed and executed amended Election Agreement is
              filed with the Committee. If, prior to the effective date of the
              amended Election Agreement, an event occurs which entitles a
              Participant (or the Participant's Beneficiary) to the payment of
              benefits under Article VII of this Plan, then the form of payment
              shall be determined in accordance with the election made in the
              Election Agreement filed with the Committee immediately prior to
              such amended Election Agreement (or as provided in Section 7.3(a)
              if no previous election had been made). An Election Agreement
              filed for the purpose of changing the form of payment shall be
              limited to the forms of payment specified in this Plan.

                                    ARTICLE V

                          DEFERRAL ACCOUNT AND CREDITS

       5.1   ESTABLISHMENT OF ACCOUNT. The Company shall establish on its books
a separate Deferral Account for each Participant who has elected to defer
Compensation as provided in Article IV. A Participant's Deferral Account shall
be used solely as a bookkeeping device for purposes of the Plan and shall not
constitute or be treated as a trust fund or reserve of any kind or require the
segregation of any assets of the Company.

       5.2   ELECTIVE DEFERRED COMPENSATION. The amount of Compensation that a
Participant elects to defer in an Election Agreement executed by the Participant
with respect to each Plan Year of participation in the Plan shall be credited by
the Company to the Participant's Deferral Account throughout each Plan Year as
the Participant is paid (or would have been paid) the non-deferred portion of
Compensation for such Plan Year. On terms determined by the Committee, the
amounts credited to a Participant's Deferral Account shall be converted into a
number of phantom share units corresponding to (a) the number of shares of
Company common stock which could be purchased with the cash Compensation
deferred by such Participant plus (b) the number of shares of Company common
stock which would have been received by such Participant if the portion of such
Participant's Compensation to be paid in Company common stock had not been
deferred. For purposes of converting the amounts credited to a Participant's
Deferral Account into share units, the value of a share of Company common stock
shall be determined based upon the average of the high and low prices of such
stock on the trading day for which the determination is being made on the
principal national exchange on which such stock is traded (or, if there are no
sales that day, the last preceding day on which there was a sale).

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       5.3   INVESTMENT RETURN. All amounts credited to a Participant's Deferral
Account shall be treated as if such amounts were invested in Company common
stock. Cash dividends or any other investment earnings with respect to the share
units of a Participant shall be credited to such Participant's Deferral Account
in the form of additional share units. If the Company's common stock changes as
a result of stock dividends, split-ups, recapitalization or the like,
proportionate adjustments shall be made automatically in the number of share
units credited to each Participant's Deferral Account. If the outstanding shares
of Company stock are changed into or exchanged for a different number or kind of
shares or the securities or property of the Company or another entity for any
reason, including without limitation reorganization, merger, sale, or transfer
of all or substantially all of the Company's assets to another entity, or
exchange of shares or consolidation, appropriate adjustments shall be made in
the number and kind of shares, other securities, or property credited to each
Participant's Deferral Account.

       5.4   STATEMENT OF ACCOUNT. The Company shall provide to each Participant
who has elected to defer Compensation as provided in Article IV, within 45 days
after the end of each calendar quarter, a statement in such form as the Company
deems appropriate setting forth the number of share units credited to such
Participant's Deferral Account during such calendar quarter (after the making of
all credits to such Deferral Account which are to be made pursuant to the Plan
during such calendar quarter) and the hypothetical value of such share units.

                                   ARTICLE VI

                                     VESTING

       6.1   VESTING OF DEFERRAL ACCOUNT. A Participant shall be fully vested at
all times in 100% of such Participant's Deferral Account, and no portion of such
deferred Compensation shall be subject to forfeiture by a Participant.

                                   ARTICLE VII

                          PAY-OUT OF DEFERRAL BENEFITS

       7.1   TERMINATION OF SERVICE AS DIRECTOR. Upon the termination of a
Participant's service as a director of the Company for any reason other than
death, such Participant shall be entitled to receive 100% of such Participant's
Deferral Account as of such date (after the making of all credits to such
Deferral Account which are to be made pursuant to the Plan prior to or as of
such date). Such balance of the Participant's Deferral Account shall be payable
to such Participant as provided in Section 7.3 and shall be in lieu of all other
benefits under the Plan.

       7.2   DEATH. Upon the death of a Participant, such Participant's
Beneficiary or Beneficiaries shall be entitled to receive 100% of such
Participant's Deferral Account as of the date of death of such Participant
(after the making of all credits to such Deferral Account which are to be made
pursuant to the Plan prior to or as of such date). Such balance of the
Participant's Deferral Account shall be payable to such Beneficiary or
Beneficiaries as provided in Section 7.3 and shall be in lieu of all other
benefits under the Plan. Any Deferral Benefit which becomes payable under this
Section 7.2 to a person who is a minor for purposes of the Nebraska Uniform
Transfers to Minors Act may instead be paid by the Company to a custodian for
such person under such Act.

       7.3   FORM OF BENEFIT PAYMENT.

       (a)    Upon termination of a Participant's service as a director of the
              Company, the Company shall determine the value of such
              Participant's Deferral Account as of such date and shall pay to
              the Participant, or Participant's Beneficiary, the balance in such
              Participant's Deferral Account in one of the following forms as
              elected in such Participant's Election Agreement (in the absence
              of a Participant's election to the contrary, benefits shall be
              paid in a lump sum):

              (1)     LUMP SUM PAYMENT. A lump sum payment of common stock of
                      the Company (and cash in lieu of any fractional share of
                      common stock) payable on the first day of the calendar
                      year immediately following such Participant's termination
                      of service as a director or at such other time as elected
                      in such Participant's Election Agreement; or

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              (2)     INSTALLMENT PAYMENT. In equal semi-annual installments of
                      common stock of the Company (and cash in lieu of any
                      fractional share of common stock) over a period from 6 to
                      180 months as specified in such Participant's Election
                      Agreement commencing on the first day of the calendar year
                      immediately following such Participant's termination of
                      service as a director or at such other time as elected in
                      such Participant's Election Agreement; provided however
                      that if at any time on or after the date of termination of
                      Participant's service as a director the value (or
                      remaining value) of the Participant's Deferral Account is
                      less than $25,000, the Company at its sole discretion may
                      elect to pay such value (or remaining value) to the
                      Participant or Participant's beneficiary in a lump sum
                      rather than in monthly payments. Such stock portion shall
                      continue to be entitled to the investment return
                      adjustments specified in Section 5.3 pending payment to
                      the Participant but shall not accrue interest.

       (b)    Notwithstanding anything to the contrary contained in this Section
              7.3, as required by Section 4.2(a) a minimum of 50% of a
              Participant's Annual Retainer Compensation shall be paid to the
              Participant, or Participant's Beneficiary, in common stock of the
              Company, pursuant to the Company's 1999 Stock Incentive Plan, as
              elected in the Participant's Election Agreement. The common stock
              shall be valued as of the date of the payment in accordance with
              the Company's 1999 Stock Incentive Plan based upon the average of
              the high and low prices of such common stock on the trading day
              for which the determination is being made on the principal
              national exchange on which such common stock is traded (or, if
              there are no sales that day, the last preceding day on which there
              was a sale). If the percentage elected results in a fractional
              share, then at the time of payment of the Deferral Account the
              Company will pay cash in lieu of the fractional share.

       (c)    Upon the advance written request of a Participant, the Committee
              in its sole discretion, may either amend the form of payment of a
              Participant's Deferral Account or may deny such request, provided
              however that

              (1)     any such amendment of the form of payment of a
                      Participant's Deferral Account by the Committee shall not
                      extend the period for payment of the Deferral Account
                      beyond the maximum number of installments set forth in
                      Section 7.3(a)(2), and

              (2)     any such amendment by the Committee shall be prospective
                      in application only and must be made prior to the earlier
                      of (i) such Participant's termination of service as a
                      director, or (ii) the occurrence of any event entitling
                      such Participant to payment of such Participant's Deferral
                      Account.

       (d)    Notwithstanding anything to the contrary contained in this Section
              7.3, in the event that benefits are to be paid to anyone other
              than the Participant or the Participant's spouse, then such
              benefits shall be paid in a lump sum regardless of any election
              made by the Participant.

       7.4   COMMENCEMENT OF PAYMENTS. Notwithstanding anything to the contrary
contained in a Participant's Election Agreement or this Plan, no payments shall
be made under this Plan prior to that date which is six (6) months from the date
of Participant's Election Agreement (or any amendment thereto with respect to
the form of benefit payment). All payments shall be made as of the first day of
the calendar month.

                                  ARTICLE VIII

                             BENEFICIARY DESIGNATION

       8.1   BENEFICIARY DESIGNATION. Each Participant shall have the right at
any time during his or her lifetime to designate in writing on a form prescribed
by the Committee any person or persons as the Beneficiary or Beneficiaries (both
primary and contingent) to whom benefits under the Plan shall be paid in the
event of the Participant's death prior to full payment of the benefits due the
Participant under the Plan. Such form shall be filed with the Committee during
the Participant's lifetime and shall become effective when so filed.

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       8.2   CHANGE OF BENEFICIARY. Any Beneficiary designation made by a
Participant may be changed by such Participant at any time during such
Participant's lifetime by the filing of such change in writing on a form
prescribed by the Committee. Effective upon its filing with the Committee prior
to a Participant's death, the most recently filed Beneficiary designation will
cancel all Beneficiary designations previously filed by such Participant.

       8.3   NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary pursuant to this Article VIII, or if all designated Beneficiaries
predecease the Participant, then the Participant's designated Beneficiary shall
be deemed to be the person or persons surviving the Participant in the first of
the following classes in which there is a survivor, in equal shares by
representation:

       (a)   The Participant's surviving spouse;

       (b)   The Participant's descendants; or

       (c)   The personal representative of the Participant's estate.

                                   ARTICLE IX

                 AMENDMENT, SUSPENSION, AND TERMINATION OF PLAN

       9.1   AMENDMENT. The Board may amend the Plan at any time in whole or in
part without terminating the Plan; however, no amendment of the Plan shall
decrease any amount already credited to a Deferral Account then in existence
without the written consent of the affected Participant.

       9.2   TERMINATION. The Board may terminate the Plan at any time. Upon
termination of the Plan, each Participant shall be entitled to receive 100% of
such Participant's Deferral Account as of such date (after the making of all
credits to such Deferral Account which are to be made pursuant to the Plan prior
to or as of such date). The balance of each Participant's Deferral Account shall
be payable to such Participant as provided in Section 7.3 and shall be in lieu
of all other benefits under the Plan.

                                    ARTICLE X

                                  MISCELLANEOUS

       10.1  CREDITOR STATUS. Participants and their Beneficiaries shall have no
legal or equitable rights, interests, or claims in or to any particular property
or assets of the Company, nor shall they be beneficiaries of, or have any
rights, claims, or interests in or to, any life insurance policies or annuity
contracts (or the proceeds therefrom) now owned or which hereafter may be
acquired by the Company ("Policies"). The Company's assets and such Policies (if
any) shall be, and remain, the general and unrestricted assets of the Company.
Participants and their Beneficiaries are and have the status of general
unsecured creditors of the Company, and the Plan constitutes a mere unfunded and
unsecured promise of the Company to make benefit payments in the future.

       10.2  NONASSIGNABILITY. Neither a Participant nor a Beneficiary nor any
other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage, or otherwise encumber, alienate, hypothecate, or convey in
advance of actual receipt any amounts payable under the Plan, or any part
thereof, all of which are, and all rights to which are, nonassignable and
nontransferable. No part of any amounts payable under the Plan shall, prior to
actual payment, be subject to attachment, garnishment, or seizure for the
payment of any debts, judgments, alimony, child support, or separate maintenance
owed by a Participant or any other person nor be transferable by operation of
law in the event of a Participant's or any other person's bankruptcy or
insolvency.

       10.3  NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of the Plan
and of any Election Agreement entered into pursuant to the Plan shall not be
deemed to constitute a contract of employment between the Company and a
Participant, and a Participant (or a Participant's Beneficiary) shall have no
rights against the Company under the Plan except as may be specifically provided
in the Plan. Moreover, nothing in the Plan shall be deemed to give a Participant
any right (i) to be retained as a member of the Board for any specific length of
time, (ii) to interfere with the right of the Company to remove the Participant
from the Board at any time, (iii) to hold any particular position or
responsibility with the Company, or (iv) to receive any particular compensation
from the Company.

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       10.4  WITHHOLDING; PAYROLL TAXES. To the extent that the Company is
required to withhold any taxes or other amounts in respect of a Participant's
deferred Compensation pursuant to federal, state, or local law, such amounts
shall be withheld from the Participant's Compensation which is not deferred
under the Plan, if any. To the extent required by applicable laws in effect at
the time payments from a Participant's Deferral Account are made under the Plan,
the Company shall withhold from such payments any taxes or other obligations
required to be withheld from such payments by federal, state, or local laws. If
permitted in any specific case by the Committee, amounts required to be withheld
for taxes may be paid by the Participant in cash or shares of common stock
(either through the surrender of previously held shares of common stock or the
withholding of shares of common stock otherwise payable upon payment of the
Participant's Deferral Account) having a fair market value equal to the required
tax withholding amount and upon such other terms and conditions as the Committee
shall determine; provided that any election by a Participant subject to Section
16(b) of the Exchange Act to pay any tax withholding in shares of common stock
shall be subject to and must comply with Rule 16b-3(e) under the Exchange Act.

       10.5  PARTICIPANT COOPERATION. Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company to
facilitate the payment of benefits under the Plan, by taking such physical
examinations as the Company may deem necessary for insurance or other purposes,
and by taking such other actions as reasonably may be requested by the Company.

       10.6  INCOMPETENCY. If the Committee or its delegate reasonably
determines that any Participant or Beneficiary to whom a benefit is payable
under the Plan is unable to manage his or her own affairs because of illness or
accident, then any payment due such Participant or Beneficiary (unless prior
claim therefor shall have been made by a duly authorized guardian or other legal
representative) may be paid, upon appropriate indemnification of the Company, to
the person deemed by the Committee or its delegate to have current
responsibility for the handling of the affairs of such Participant or
Beneficiary. Any such payment shall be a payment for the account of the
Participant or Beneficiary and shall be a complete discharge of any liability of
the Company therefor.

       10.7  GOVERNING LAW. The provisions of the Plan shall be governed by and
construed according to the laws of the State of Nebraska.

       10.8  NUMBER AND GENDER. Unless the context otherwise requires, for all
purposes of the Plan, words in the singular number include their plural, words
in the plural include their singular, and words of one gender include the other
genders.

       10.9  SECTION TITLES. The titles of the various sections of the Plan are
for convenient reference only and shall not be considered in the interpretation
of the Plan.

       10.10 SEVERABILITY. If any provision of the Plan is determined by any
court to be invalid, then such invalidity shall not affect any other provision
of the Plan to which effect reasonably can be given without such invalid
provision; and for such purpose the provisions of the Plan shall be severable
from one another.

       10.11 SUCCESSORS. The provisions of the Plan shall be binding upon and
inure to the benefit of the Company, each Participant, and each Beneficiary and
their respective, heirs, personal representatives, successors, and permitted
assigns (if any).

       10.12 UNFUNDED PLAN. The Plan is and shall be unfunded within the meaning
of the Employee Retirement Income Security Act of 1974 ("ERISA") for purposes of
Title I of ERISA and for income tax purposes.

       10.13 EXCHANGE ACT. With respect to Participants subject to Section 16 of
the Exchange Act, (i) the Plan is intended to comply with all applicable
conditions of Rule 16b-3 or any successor to such rule, (ii) all transactions
involving Participants who are subject to Section 16(b) of the Exchange Act are
subject to such conditions, regardless of whether the conditions are expressly
set forth in the Plan, and (iii) any provision of the Plan that is contrary to a
condition of Rule 16b-3 shall not apply to Participants who are subject to
Section 16(b) of the Exchange Act.

       10.14 EFFECTIVE DATE. The Plan shall become effective as of January 1,
2001.

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