Edgar Filing: TELETECH HOLDINGS INC

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

TELETECH HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO]
TeleTech(TM)

TELETECH HOLDINGS, INC.
9197 S. Peoria Street
Englewood, Colorado 80112

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of stockholders of TeleTech Holdings, Inc., a Delaware
corporation, will be held at 9197 S. Peoria Street, Englewood, Colorado 80112
on Thursday, May 23, 2002, at 10:00 a.m., local time, for the following
purposes:

1. to elect six directors to serve until the next Annual Meeting of
stockholders or until their successors are duly elected and qualified
(see page 5);

2. to approve the increase in the number of shares authorized under the
Company's 1999 Stock Option and Incentive Plan (see page 19);

3. to approve the increase in the number of shares authorized under the
Company's Employee Stock Purchase Plan (see page 22);

4. to transact such other business as may properly come before the Annual
Meeting.

The record date for the Annual Meeting is April 10, 2002. Only stockholders
of record at the close of business on that date are entitled to notice of and
to vote at the Annual Meeting.

By Order of the Board of Directors,

/s/ James B. Kaufman
James B. Kaufman
Executive Vice President,
General Counsel and Secretary

Englewood, Colorado
April 18, 2002

YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD PROMPTLY.

[LOGO]
TeleTech(TM)

TeleTech Holdings, Inc.
9197 S. Peoria Street, Englewood, Colorado 80112

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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2002

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The Board of Directors of TeleTech Holdings, Inc., a Delaware corporation
("TeleTech," the "Company," "we," "us," or "our") is soliciting proxies to be
used at our Annual Meeting of stockholders to be held at 10:00 a.m. on May 23,
2002, at TeleTech Holdings, Inc.'s principal executive offices, located at 9197
S. Peoria Street, Englewood, Colorado 80112. This proxy statement and the
accompanying proxy are first being mailed to stockholders on or about April 23,
2002.

Who Can Vote

Stockholders of record at the close of business on April 10, 2002 may vote
at the Annual Meeting. On April 10, 2002, we had approximately 77,107,822
issued and outstanding shares of common stock, which were held by approximately
166 record holders. If you hold shares in a stock brokerage account or by a
nominee, you are considered the beneficial owner of shares held in "street
name" and these proxy materials are being forwarded to you by your broker or
nominee, who is considered the record holder with respect to those shares. As
the beneficial owner, you have the right to direct your broker or nominee on
how to vote and you are also invited to attend the Annual Meeting. However,
since you are not the stockholder of record, you may not vote these shares in
person at the meeting. Your broker or nominee has enclosed a voting instruction
card for you to use. You are urged to vote by proxy regardless of whether you
attend the Annual Meeting.

How You Can Vote

You can vote your shares if you are represented by proxy or present in
person at the Annual Meeting. If you hold your shares through your broker in
"street name," you may direct your broker or nominee to vote by proxy, but you
may not vote in person at the meeting unless you first obtain from your broker
or nominee a letter recognizing you as the beneficial owner of your shares. If
you return a properly signed proxy card, we will vote your shares as you
direct. If your proxy card does not specify how you want to vote your shares,
we will vote your shares "FOR" the election of all nominees for director
according to Company Proposal 1 and "FOR" Company Proposals 2, & 3.

Revocation of Proxies

You can revoke your proxy at any time before it is voted at the Annual
Meeting by any of the following three methods:

. by voting in person at the Annual Meeting;

. by delivering to the Company's Secretary a written notice of revocation
dated after the proxy; or

. by delivering another proxy dated after the previous proxy.

Required Votes

Each share of common stock has one vote on all matters properly brought
before the Annual Meeting. In order to conduct business at the Annual Meeting,
a quorum of a majority of the outstanding shares of common stock must be
present in person or represented by proxy. The affirmative vote of a plurality
of the shares represented at the meeting, in person or by proxy, will be
necessary for the election of directors. The affirmative vote of a majority of
the shares represented at the meeting, in person or by proxy, will be necessary
for approval of the other Company proposals

Kenneth D. Tuchman, Chairman and Chief Executive Officer of the Company and
the beneficial owner of approximately 47.8% of the issued and outstanding
shares of common stock, has indicated that he intends to vote for all persons
nominated by the Board of Directors for election to the Company's Board of
Directors and for each Company proposal that is submitted by the Board of
Directors for a vote of the stockholders.

Voting Procedures

Votes cast by proxy at the Annual Meeting will be tabulated by an automatic
system administered by the Company's transfer agent. Votes cast by proxy or in
person at the Annual Meeting will be counted by the persons appointed by the
Company to act as election inspectors for the Annual Meeting. Abstentions and
broker non-votes are each included in the determination of the number of shares
present at the Annual Meeting for purposes of determining the presence of a
quorum and are tabulated separately. Abstentions are counted in tabulations of
the votes cast on proposals presented to stockholders and except with respect
to the election of directors, will have the same effect as negative votes. With
regard to the election of directors, votes may be cast in favor or withheld;
votes that are withheld will be excluded entirely from the tabulation of votes
and will have no effect. Broker non-votes are not counted for purposes of
determining whether a proposal has been approved.

Cumulative voting is not permitted in the election of directors.
Consequently, you are entitled to one vote for each share of TeleTech common
stock held in your name for as many persons as there are directors to be
elected, and for whose election you have the right to vote.

Costs of Proxy Solicitation

The Company will bear the costs of soliciting proxies from its stockholders.
Certain directors, officers and other employees of the Company, not specially
employed for this purpose, may solicit proxies, without additional remuneration
therefor, by personal interview, mail, telephone or other means of
communication. The Company will request brokers and other fiduciaries to
forward proxy soliciting material to the beneficial owners of shares of common
stock that are held of record by such brokers and fiduciaries and will
reimburse such persons for their reasonable out-of-pocket expenses.

Admission to the Annual Meeting

If you plan to attend the Annual Meeting, please mark the appropriate box on
the proxy card and return the proxy card promptly. If you are a stockholder of
record and arrive at the Annual Meeting without an admission ticket, you will
only be admitted once we verify your share ownership at the stockholders'
admission counter. If you are a beneficial owner, you will only be admitted
upon presentation of evidence of your beneficial holdings, such as a bank or
brokerage firm account statement.

Stockholder List

A complete list of stockholders entitled to vote at the Annual Meeting will
be available for examination by any stockholder, for any purpose germane to the
meeting, at the Annual Meeting and at the Company's principal offices located
at 9197 S. Peoria Street, Englewood, Colorado 80112 during normal business
hours for a period of at least 10 days prior to the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of March 31, 2002, information with
respect to each person who was known by TeleTech (based upon a review of
schedules and reports filed with the Securities and Exchange Commission
("SEC")) to be the beneficial owner of more than 5% of TeleTech's common stock.

Number of Shares Approximate
Name and Address of Beneficial Owner Beneficially Owned Percent of Class
------------------------------------ ------------------ ----------------

Kenneth D. Tuchman.............. 36,510,606(1) 47.3%
9197 S. Peoria Street
Englewood, Colorado 80112

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(1) Includes 306,895 shares held by a limited liability limited partnership in
which Mr. Tuchman is the controlling general partner and 8,091 shares held
by the Tuchman Family Irrevocable Trust and 426,799 shares subject to
shared voting and investment power which includes (i) 100,000 shares owned
by a limited liability partnership in which Mr. Tuchman and his spouse own
direct or indirect controlling partnership interests; (ii) 300,000 shares
owned by the Tuchman Family Foundation, established to benefit entities
that have been granted exempt status under Section 501(c)(3) of the
Internal Revenue Code; (iii) 16,799 shares owned by trusts of which Mr.
Tuchman's spouse is the sole trustee; (iv) 10,000 shares owned by Mr.
Tuchman's spouse; and (v) 420,000 shares subject to options and exercisable
within 60 days. The sole beneficiaries of the trusts are various members of
Mr. Tuchman's extended family; accordingly, Mr. Tuchman disclaims
beneficial ownership of all shares held by the trusts. Mr. Tuchman also
disclaims beneficial ownership of all shares held by the Tuchman Family
Foundation and those shares held by Mr. Tuchman's spouse.

Security Ownership of Management

The following table sets forth information concerning shares of common stock
beneficially owned by each director and named executive officer of TeleTech as
of March 31, 2002 and by all directors and executive officers as a group.

Shares Subject to
Total Number of Shares Options*** Approximate
Name Beneficially Owned ** (Included in Total) Percent of Class
---- ---------------------- ------------------- ----------------

Kenneth D. Tuchman............................. 36,083,087(1) 420,000 47.8%
Scott Thompson(2).............................. -- -- --
Larry Kessler(2)............................... -- -- --
James E. Barlett............................... 87,000 87,000 *
Rod Dammeyer................................... 143,500 120,000 *
George Heilmeier............................... 122,000(3) 119,000 *
Morton Meyerson................................ 845,955 373,480 1.1%
Alan Silverman................................. 366,830(4) 204,000 *
Margot O'Dell.................................. 102,500 92,500 *
Michael E. Foss................................ 124,984 116,250 *
Richard S. Erickson............................ 178,098 178,098 *
James B. Kaufman............................... 83,500 83,500 *
All directors and executive officers as a group
(10 persons)................................. 38,137,454 1,793,828 49.5%

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* Less than 1%.
** Includes shares subject to acquisition through exercise of stock options
within 60 days.
*** Shares subject to acquisition through exercise of stock options within 60
days.
(1) Includes 426,799 shares subject to shared voting and investment power.
(2) Messrs. Thompson and Kessler resigned from the Company in March 2001
(3) Includes 3,000 shares subject to shared voting and investment power.
(4) Includes 11,300 shares subject to shared voting and investment power.

PROPOSAL 1:
ELECTION OF DIRECTORS

At the Annual Meeting, six persons will be elected to the Board of Directors
of the Company to hold office until the next Annual Meeting of stockholders and
until their respective successors are duly elected and qualified. The Board of
Directors has nominated each of the persons named below and it is the intention
of the persons named in the enclosed proxy to vote FOR the election of all such
nominees. Each of the nominees is currently serving as a director of the
Company and has consented to being named in this Proxy Statement as a nominee
and to continue to serve as a director if elected. Information concerning the
six nominees proposed for election to the Board of Directors is set forth below.

In the event any of the nominees named below becomes unable or unwilling to
serve as a director, shares represented by valid proxies will be voted FOR the
election of such other person as the Board of Directors may nominate, or the
number of directors that constitutes the full Board may be reduced to eliminate
the vacancy.

Information Concerning the Nominees for Election as Directors

Kenneth D. Tuchman, 42, founded TeleTech's predecessor company in 1982 and
has served as the Chairman of the Board of Directors since TeleTech's formation
in 1994. Mr. Tuchman served as the Company's President and Chief Executive
Officer from the Company's inception until the appointment of Scott Thompson as
Chief Executive Officer and President in October of 1999. In March 2001, Mr.
Tuchman resumed the position of Chief Executive Officer following the
resignation of Mr. Thompson in March of 2001. Mr. Tuchman serves on the board
of Ocean Journey and the Boy Scouts of America. Mr. Tuchman is also a member of
the State of Colorado Governor's Commission on Science and Technology.

James E. Barlett, 58, Mr. Barlett has served as a director of TeleTech since
February 2000 and Vice Chairman of TeleTech since October 2001. Before joining
TeleTech as Vice Chairman, Mr. Barlett served as the President and Chief
Executive Officer of Galileo International, Inc. from 1994 to 2001, was elected
Chairman in 1997 and served until 2001. Prior to joining Galileo, Mr. Barlett
served as Executive Vice President of Worldwide Operations and Systems for
MasterCard International Corporation, where he was also a member of the
MasterCard International Operations Committee. Previously, Mr. Barlett was
Executive Vice President of Operations for NBD Bankcorp, Vice Chairman of
Cirrus, Inc., and a partner with Touche Ross and Co., currently known as
Deloitte & Touche. Mr. Barlett also serves on the board of Korn/Ferry
International.

Rod Dammeyer, 61, was elected to the Board of Directors of TeleTech in
September 1996. Mr. Dammeyer is the President of CAC, llc, a private company
offering capital investment and management advisory services. Mr. Dammeyer
recently retired from his positions as managing partner of Equity Group
Investments, LLC, and Vice Chairman and board member of Anixter International
Inc. Mr. Dammeyer is a director of Arris Group, Inc., GATX Corporation,
Peregrine Systems, Inc. and Stericycle, Inc. Mr. Dammeyer is also a trustee of
Van Kampen Investments, Inc. closed-end funds and of the University of Chicago
Hospitals and Health System.

George Heilmeier, 65, was elected to the Board of Directors of TeleTech in
November 1998. Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies,
formerly Bell Communications Research, Inc., a provider of communications
software and engineering, consulting and training services ("Bellcore"), and he
served as Bellcore's President and Chief Executive Officer from 1991 to 1997
and Chairman and Chief Executive Officer from 1997 until his retirement. He was
Senior Vice President and Chief Technical Officer of Texas Instruments, Inc.
from 1983 to 1991. He is a member of the Defense Science Board and the National
Academy of Engineering. Dr. Heilmeier also serves as a director of Compaq
Computer Corporation, Automatic Data Processing Inc., INET, Inc. and TRW, Inc.
He also is a trustee of the Mitre Corporation.

Morton Meyerson, 63, has served as a director of TeleTech since March 1998.
Mr. Meyerson served, from 1992 to 1997, as Chairman and Chief Executive Officer
of Perot Systems Corporation, a computer and

information services provider. From 1979 to 1986, he served as President and
from May to December 1986, as Vice Chairman of the Board of Electronic Data
Systems, a computer and information services provider. Mr. Meyerson is also the
founder, Chairman and Chief Executive Officer of 2M Companies, Inc., a private
investment firm. Mr. Meyerson is a director of Energy Services Company
International, Inc. (ENSCO), an offshore drilling company.

Alan Silverman, 58, has served as a director of TeleTech since January 1995.
Mr. Silverman has served as a director and is General Partner of Essaness
Partners, an investment holding company. Mr. Silverman is also a director of
Keystone Biomedical, Inc., a company that develops, tests and licenses
pharmaceutical agents and since 1985 has been a director of Video 44, a
Hispanic television broadcasting joint venture. Mr. Silverman also serves as a
director of various private corporations including Legal Research Network and
Bodega Latina Corporation.

Recommendation of the Board of Directors

The Board of Directors recommends that you vote "FOR" all of the nominees
for election as directors.

Information Regarding the Board of Directors and Committees Thereof

Directors are elected at each Annual Meeting of the Company's stockholders
to serve for one-year terms. During 2001, the Board of Directors held four (4)
regularly scheduled meetings and nine (9) special meetings and took all other
actions pursuant to unanimous written consents in lieu of meetings. Each of the
current directors attended at least 75% of the regularly scheduled meetings of
the Board of Directors called during the time he served as a director and at
least 75% of all meetings of each committee of the Board of Directors on which
he served.

The Board of Directors has standing Audit, Compensation and Nominating
committees, which assist the Board in the discharge of its responsibilities.
Members of each committee are elected by the Board at its first meeting
following the Annual Meeting of stockholders and serve for one-year terms.

The Audit Committee reports to the Board regarding the appointment of the
independent public accountants of TeleTech, the scope and fees of the
prospective annual audit and the results thereof, compliance with TeleTech's
accounting and financial policies and management's procedures and policies
relative to the adequacy of TeleTech's internal accounting controls. The
current members of the Audit Committee are Rod Dammeyer, George Heilmeier and
Alan Silverman, each of whom is independent, as defined in Rule 4200(a)(16) of
the National Association of Securities Dealers' listing standards. During 2001,
the Audit Committee held four (4) regularly scheduled meetings and three (3)
special meetings and took all other actions pursuant to unanimous written
consents in lieu of meetings. The Audit Committee has a written charter. See
"Report from the Audit Committee"

The Compensation Committee reviews performance goals and determines or
approves the annual salary and bonus for each executive officer (consistent
with the terms of any applicable employment agreement); reviews, approves and
recommends terms and conditions for all employee benefit plans (and changes
thereto); and administers the TeleTech Holdings, Inc. 1999 Stock Option and
Incentive Plan; the TeleTech Holdings, Inc. Stock Plan; the TeleTech Holdings,
Inc. Employee Stock Purchase Plan and such other employee benefit plans as may
be adopted by TeleTech from time to time. See "Report of the Compensation
Committee on Executive Compensation." The Compensation Committee also evaluates
the compensation of Board Members. The current members of the Compensation
Committee are Rod Dammeyer and George Heilmeier, each of whom is a non-employee
director of the Company. During 2001, the Compensation Committee held four (4)
regularly scheduled meetings and three (3) special meetings and took all other
actions pursuant to unanimous written consents in lieu of meetings. A report
from the Compensation Committee appears on page 14 of this Proxy Statement.

The Nominating Committee nominates and evaluates the performance of Board
members. The Nominating Committee will consider candidates for the Board
recommended by stockholders if the names and qualifications of such candidates
are submitted in writing in accordance with the notice provisions for
stockholder proposals set forth under the caption "General Information--Next
Annual Meeting of Stockholders" in this Proxy Statement to the Secretary of
TeleTech, 9197 S. Peoria Street, Englewood, Colorado 80112. The current members
of the Nominating Committee are George Heilmeier and Morton Meyerson. During
2001, the Nominating Committee held one (1) meeting.

Compensation of Directors

Except for the Chairman of the Board, Kenneth Tuchman, who received an
annual fee of $250,000 for his services as Chairman during 2001, and James
Barlett who joined the Company as Vice Chairman in October 2001 who receives
the compensation described below for his services as Vice Chairman, TeleTech's
directors did not receive a fee for their services as such in 2001 and prior to
May 2002; however, all directors are reimbursed for travel expenses incurred in
attending Board and committee meetings. Prior to May 2002, each director who
was neither an employee of the Company nor the beneficial owner of 5% or more
of the Company's outstanding common stock received an annual grant of options
to purchase 15,000 shares of common stock and each committee member received an
annual grant of options to purchase 8,000 shares of common stock for each
committee on which such member was appointed to serve. In February 2002, the
Board of Directors approved a Board Compensation Plan whereby commencing upon
their election in May 2002, each director who is neither an employee of the
Company nor the beneficial owner of 5% or more of the Company's outstanding
stock shall receive an annual fee of $40,000. In addition to the annual fee,
each non-employee director shall receive $1,000 per Board meeting. Each
director who sits on a committee shall receive $1,000 per committee meeting and
each director who acts as the chairman of a committee shall receive $5,000 per
year to act as a committee chairman. Directors will also receive an annual
grant of options to purchase 15,000 shares of common stock. Any new directors
elected to the Board will receive an initial grant of options to purchase
10,000 shares of common stock.

The Company entered into an employment agreement in February 1998 with
Morton Meyerson, a director of the Company, pursuant to which Mr. Meyerson
agreed to render certain advisory and consulting services to the Company. As
compensation for such services, the Company granted to Mr. Meyerson an option
to purchase up to 200,000 shares of common stock with an exercise price of
$9.50 per share, the closing sales price of the common stock as reported by the
Nasdaq Stock Market on the date of the employment agreement. The option vests
over five years and is subject to accelerated vesting if and to the extent that
the closing sales price of the common stock during any 15 consecutive trading
days equals or exceeds certain target levels. Under the terms of the option,
the exercise price is required to be paid by delivery of shares of common stock
of the Company that have a fair market value equal to the exercise price.
Accordingly, Mr. Meyerson will receive no more than 200,000 shares of common
stock pursuant to the option, net of shares received by the Company for
exercise consideration.

In October 2001, the Company entered into an employment agreement with
Kenneth D. Tuchman to serve as Chief Executive Officer of the Company. As
compensation for such services, Mr. Tuchman receives an annual salary of
$250,000. Mr. Tuchman was also granted an option to purchase 420,000 shares of
common stock at $6.98 per share. The option vested as to 50% on October 1, 2001
and as to 100% on December 31, 2001. In February 2002, Mr. Tuchman was granted
an option to purchase 420,000 shares of common stock at $11.83 per share. The
option vests as to 100% on February 25, 2003.

In October 2001, the Company entered into an employment agreement with James
Barlett, a director of the Company, to serve as Vice Chairman of the Company.
As compensation for such services, Mr. Barlett receives an annual salary of
$250,000 per year. Mr. Barlett was also granted an option to purchase 400,000
shares of common stock at $7.84 per share. The option vests over a period of 4
years. Mr. Barlett also received a grant of 200,000 shares of restricted common
stock for which restrictions lapse as to 50% on October 15, 2003 and 100% on
October 15, 2005 and a grant of 50,000 shares of restricted common stock for
which restrictions lapse as to

100% on October 15, 2005. Both grants of restricted stock contain provisions
which provide for the immediate lapse of all restrictions upon a change of
control.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's directors, executive officers and beneficial owners of
more than 10% of the outstanding common stock (collectively, "insiders") to
file reports with the SEC disclosing their ownership of common stock and
changes in such ownership. The rules of the SEC require insiders to provide the
Company with copies of all Section 16(a) reports that the insiders file with
the SEC. Based solely upon the Company's review of copies of Section 16(a)
reports received by it, and written representations that no such reports were
required to be filed with the SEC, the Company believes that all of its
insiders complied with all Section 16(a) filing requirements applicable to them
during 2001.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation
earned by Kenneth D. Tuchman, the Company's Chief Executive Officer from March
2001, and the next four most highly compensated executive officers who were
serving as executive officers at the end of 2001 and two additional individuals
for whom disclosure as a highly compensated executive would have been required
but for the fact that they were not serving as an executive officer of the
Company at the end of 2001 (collectively, the "named executive officers").

Summary Compensation Table

Annual Compensation Long-Term Compensation
----------------------- -------------------------------------
Securities All Other
Year Salary Bonus Other Annual Underlying Compensation
Name and Principal Position ($) ($) ($) Compensation Options (#) ($)
--------------------------- ---- ------- ------- ------------ ----------- ------------

Kenneth D. Tuchman........................... 2001 250,000 -0- 42,237(1) 420,000 --
Chairman and Chief
Executive Officer

Scott D. Thompson............................ 2001 483,608(2) -0- 322,423(3) -0- --
Chief Executive Officer 2000 425,000 -0- 837,790(4) 200,000 --
and President until March 2001 1999 73,558 -0- 255,182(4) 1,000,000 --

Larry Kessler................................ 2001 301,152(5) -0- 14,012 -0-
Chief Operating Officer until March 2001 2000 213,462 100,000 209,885(6) 250,000 --

Margot O'Dell................................ 2001 253,980 67,307 5,241 220,000 --
Chief Financial Officer and 2000 67,308 50,000 -- 250,000 --
Executive Vice President of Administration

Michael E. Foss.............................. 2001 265,461 187,846 18,395 15,000 --
Executive Vice President-- 2000 250,000 112,000 100,058(7) 50,000 --
Corporate Development 1999 14,423 -- -- 250,000 --

Richard S. Erickson.......................... 2001 242,962 188,000 19,693(8) 25,000 --
President and General 2000 235,000 70,000 -- 50,000 --
Manager--North America 1999 200,178 50,000 -- 132,464 --

James B. Kaufman............................. 2001 248,384 150,000 23,745 60,000 --
Executive Vice President, General 2000 220,000 55,000 -- 50,000 --
Counsel and Secretary 1999 114,077 -- 53,833(9) 100,000 --

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(1) Includes auto allowance and executive benefits paid by TeleTech.
(2) Includes severance payment made in connection with Mr. Thompson's
resignation in March 2001. (See Certain Relationships and Related Party
Transactions).
(3) Includes executive benefits, life insurance, as well as advanced taxes in
connection with debt forgiveness of $900,000 promissory note in 2000 (See
Certain Relationships and Related Party Transactions).
(4) Includes relocation costs paid in 1999 or reimbursed by TeleTech, a country
club membership and debt forgiveness in connection with a $900,000
promissory note (See Certain Relationships and Related Party Transactions).
(5) Includes severance payment made in connection with Mr. Kessler's
resignation in March 2001. (See Certain Relationships and Related Party
Transactions).
(6) Includes $180,000 annual performance bonus and $29,748 of commissions.
(7) Consists of relocation costs paid or reimbursed by TeleTech.
(8) Includes interest at a below market interest rate in connection with
$150,000 loan (See Certain Relationships and Related Party Transactions)
(9) Includes relocation costs paid or reimbursed by TeleTech.

Option Grants in 2001

The following table sets forth information with respect to options to
purchase shares of the Company's common stock that were granted in fiscal 2001
to the named executive officers.

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term(2)
---------------------------------------------- ----------------------
Number of
Securities % of Total
Underlying Options
Options Granted to Exercise or
Granted Employees in Base Price Expiration 5% 10%
Name (#)(1) Fiscal Year ($/Sh) Date ($) ($)
---- ---------- ------------ ----------- ---------- --------- ---------

Kenneth D. Tuchman.............. 420,000 13.6% $ 6.98 10/01/11 1,843,667 4,672,215
Scott D. Thompson............... -- -- -- --
Larry Kessler................... -- -- -- --
Margot O'Dell................... 70,000 $16.1875 2/8/11 712,616 1,805,909
50,000 $ 8.1875 3/21/11 257,454 652,438
100,000 7.1% $ 6.98 10/1/11 438,968 1,112,432
Michael E. Foss................. 15,000 0.4% $ 6.99 4/9/11 65,940 167,104
Richard S. Erickson............. 25,000 0.8% $ 6.99 4/9/11 109,899 278,506
Jim Kaufman..................... 60,000 1.9% $ 6.99 4/9/11 263,758 668,416

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(1) These stock options become exercisable in 25% increments on the first,
second, third, and fourth anniversaries of the date of grant until the
expiration date 10 years from the grant date with the exception of stock
options granted to Kenneth D. Tuchman which became exercisable with regard
to 50% of the grant on October 1, 2001 and 100% of the grant on December
31, 2001.
(2) The potential realizable value is calculated assuming that the fair market
value on the date of grant, which equals the exercise price, appreciates at
the indicated annual rate (set by the SEC), compounded annually, for the
10-year term of the option.

Aggregate Option Exercises in 2001 and Fiscal Year-End Option Values

The following table sets forth information with respect to options exercised
during 2001, and the aggregate number and value of shares underlying
unexercised options held as of December 31, 2001, by each of the named
executive officers.

Number of Shares
Underlying Value of Unexercised In-
Unexercised Options as the-money Options as of
of December 31, 2001 December 31, 2001
Shares (#) ($)(1)
acquired Value ---------------------- ------------------------
on exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
---- ----------- -------- ---------------------- ------------------------

Kenneth D. Tuchman.............. -- -- 420,000 -- 3,087,000 0
Scott Thompson.................. -- -- -- -- -- --
Larry Kessler................... -- -- -- -- -- --
Margot O'Dell................... -- -- 62,500 407,500 0 1,042,125
Michael E. Foss................. -- -- 112,500 202,500 158,000 347,100
Richard S. Erickson............. 40,000 930,721 118,732 148,732 524,684 708,184
James B. Kaufman................ -- -- 56,500 153,500 250,270 790,630

--------
(1) The value of each option is based on $14.33, the last reported sales price
of the common stock as reported on the Nasdaq Stock Market on December 31,
2001, less the exercise price payable for such shares.

Employment Agreements

Agreement with Kenneth D. Tuchman. The Company entered into an employment
agreement with Kenneth D. Tuchman, the Company's Chief Executive Officer,
effective October 1, 2001. Pursuant to his employment agreement, Mr. Tuchman is
entitled to receive an annual base salary of $250,000.

Agreement with Margot O'Dell. The Company entered into an employment
agreement with Margot O'Dell, the Company's Chief Financial Officer and
Executive Vice President of Administration, effective February 8, 2001.
Pursuant to her employment agreement, Ms. O'Dell is entitled to receive an
annual base salary of $250,000 with an annual bonus targeted at 100% of her
base salary.

Agreement with Michael E. Foss. The Company entered into an employment
agreement with Michael E. Foss effective October 1, 2001 whereby Mr. Foss is
entitled to receive a base salary of $265,000 with an annual bonus targeted at
100% of his base salary.

Agreement with Richard S. Erickson. The Company entered into an employment
agreement with Richard S. Erickson effective May 15, 2001 whereby Mr. Erickson
is entitled to receive an annual base salary of $245,000, with an annual bonus
targeted at 100% of his base salary Mr. Erickson also has certain debt
obligations to the Company (See Certain Relationships and Related Party
Transactions).

Agreement with James B. Kaufman. The Company entered into an employment
agreement with James B. Kaufman effective May 15, 2001 whereby Mr. Kaufman is
entitled to receive an annual base salary of $250,000 with an annual bonus
targeted at 60% of his base salary.

Agreement with Scott D. Thompson. The Company entered into an employment
agreement with Scott Thompson, the Company's former Chief Executive Officer and
President, effective October 2, 1999. Pursuant to his employment agreement, Mr.
Thompson was entitled to receive an annual base salary of $425,000 and an
annual bonus targeted between 80% and 150% of his base salary to be determined
upon meeting certain performance criteria. Mr. Thompson resigned in March of
2001. In connection with his resignation, Mr. Thompson entered into a
Separation and Mutual General Release Agreement with the Company whereby Mr.
Thompson continued to receive his salary for a period of nine months and the
Company will forgive certain debt obligations, subject to certain conditions.
(See Certain Relationships and Related Party Transactions).

Agreement with Larry Kessler. The Company entered into an employment letter
with Larry Kessler, the Company's former Chief Operating Officer whereby Mr.
Kessler was entitled to receive a base salary of $300,000. Mr. Kessler resigned
in March 2001. In connection with his resignation, Mr. Kessler entered into a
Separation and Mutual General Release Agreement with the Company whereby Mr.
Kessler received $300,000 over twelve months (See Certain Relationships and
Related Party Transactions).

Executive Change of Control and Termination Arrangements

The Company's standard option agreement for employees who are employed at
the director level or higher contains, with respect to options granted during
the latter half of 2000 through December 31, 2001, a provision whereby the
vesting of such stock options (which typically have a 4 year vesting period)
would accelerate by a period of 2 years immediately upon the occurrence of a
change of control. For stock options granted after December 31, 2001, the
provision whereby vesting of such options would accelerate by a period of two
years upon the occurrence of a change of control is only applicable to those
employees who are employed at the vice president level or higher. In addition,
certain executives recently resigned from the Company and entered into
Separation and Mutual General Release Agreements (see Certain Relationships and
Related Party Transactions).

Certain Relationships and Related Party Transactions

The Company has entered into agreements pursuant to which Avion, LLC
("Avion") and AirMax, LLC ("AirMax") provide certain aviation flight services
to and as requested by the Company. Such services include the use of an
aircraft and flight crew. Kenneth D. Tuchman, Chief Executive Officer and
Chairman of the Board of the Company, has a direct beneficial ownership
interest equal to 100% in Avion. During 2001, the Company paid an aggregate of
$712,000 to Avion for services provided to the Company. Mr. Tuchman also
purchases services from AirMax and from time to time provides short-term loans
to AirMax. During 2001, the Company paid to AirMax an aggregate of $543,000,
for services provided to the Company. The Audit Committee of the Board of
Directors reviews those transactions quarterly and has determined that the fees
charged by Avion and Airmax are at fair market value.

During the fourth quarter of 2000, the Company and its enhansiv subsidiary
executed a transaction pursuant to which all the common stock of enhansiv was
sold to a group of investors. One of the EHI investors was Kenneth D. Tuchman,
the Company's Chairman and Chief Executive Officer, who acquired 14.4 million
shares of EHI common stock for $3.0 million, representing 42.9% of EHI in the
initial transaction. Subsequent to the initial sale of common stock, EHI sold
9.6 million shares to Mr. Tuchman for $2.0 million, giving him an additional
12.1% interest in EHI. Upon Mr. Tuchman's second investment, he entered into a
confirmation joinder and amendment agreement which states that for as long as
Mr. Tuchman owns 50% of EHI's common stock, all action requiring stockholder
approval shall require approval of holders of at least 66 2/3% of EHI common
stock. The interests in enhansiv were sold to Mr. Tuchman on the same basis as
other investors as negotiated by and based upon an arms-length transaction
between the parties.

During 2001, the Company utilized the services of Korn Ferry International
("KFI") for two executive search projects. James Barlett, Vice Chairman and a
director of the Company is a director of KFI. During 2001, the Company paid
$305,331 to KFI for executive search services.

During 2001, the Company purchased cable and wiring materials from Anixter
International, Inc. Rod Dammeyer, a director of the Company, served as Vice
Chairman until December 2000 and a director for Anixter International, Inc.
until February 2001. The Company paid $77,000 to Anixter International, Inc. in
2001.

On March 31, 2001, the Company and Mr. Thompson, the former Chief Executive
Officer and President of the Company, entered into a Separation and Mutual
General Release Agreement whereby (i) Mr. Thompson resigned, (ii) the Company
agreed to continue paying Mr. Thompson's salary for nine months, (iii)
Mr. Thompson agreed to pay the Company $18,000, and (iv) subject to Mr.
Thompson's compliance with the terms of his non-disclosure and non-compete
agreement, the Company agreed to cancel and forgive, effective September 12,
2002, Mr. Thompson's indebtedness to the Company related to (a) that certain
promissory note dated January 15, 2001 in the original principal amount of
$500,000, and (b) the tax liability, of approximately $300,000, paid by the
Company as a result of the Company's forgiveness of amounts owed pursuant to
that certain promissory note dated October 18, 1999 in the original principal
amount of $900,000. The loans to Mr. Thompson were evidenced by a promissory
note dated January 15, 2001 in the original principal sum of $500,000 together
with interest on the unpaid balance accruing at a rate of 8% per annum and a
promissory note dated October 18, 1999 in the original principal sum of
$900,000 together with interest on the unpaid balance accruing at a rate of 6%
per annum. Interest on the $900,000 loan was forgiven on a month to month
basis. The loans evidenced by such promissory notes were for the personal use
of the employee. The largest aggregate amount outstanding during the period
since inception of the notes was $951,928.00.

On March 12, 2001, the Company and Mr. Kessler, the former Chief Operating
Officer of the Company, entered into a Separation and Mutual General Release
Agreement whereby Mr. Kessler resigned and the Company agreed to pay Mr.
Kessler $300,000 over twelve months.

On November 28, 2000, Mr. Erickson, the President and General Manager, North
America, executed a promissory note for the benefit of TeleTech in the original
principal sum of $150,000 together with interest on the unpaid balance at a
rate of 6% per annum. The loan evidenced by the promissory note was secured by
proceeds from sales by Mr. Erickson of shares of common stock issued to him
upon his exercise of TeleTech stock options. Mr. Erickson satisfied his
obligations and the note was cancelled in November 2001. On March 28, 2001, Mr.
Erickson executed a promissory note for the benefit of TeleTech in the original
principal amount of $850,000 together with interest on the unpaid balance at a
rate of 8% per annum. The loan evidenced by the promissory note is secured by a
first priority lien and security interest in all bonus payments payable to Mr.
Erickson, all proceeds from the exercise of stock options granted to Mr.
Erickson, and any severance compensation payable to Mr. Erickson. The loans
evidenced by such promissory notes were for the personal use of the employee.
The largest aggregate amount outstanding during the period since inception of
the loans is $850,000.00.

Compensation Committee Interlocks and Insider Participation

During 2001, James Barlett, Rod Dammeyer and George Heilmeier served on our
Compensation Committee of the Board of Directors. In October 2001, upon
assuming the position as Vice Chairman of the Company, Mr. Barlett no longer
qualified as a non-employee director as defined in Section 16 of the Securities
and Exchange Act of 1934, as amended, and resigned from the Compensation
Committee. Immediately following Mr. Barlett's resignation, Dr. Heilmeier was
elected to the Compensation Committee. There were no Compensation Committee
interlocks during 2001.

TeleTech believes that all transactions disclosed above have been, and
TeleTech's Board of Directors intends that any future transactions with its
officers, directors, affiliates or principal stockholders will be, on terms
that are no less favorable to TeleTech than those that are obtainable in arm's
length transactions with unaffiliated third parties.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 ("Securities Act") or the
Exchange Act that might incorporate future filings, including this proxy
statement, in whole or in part, the report presented below and the performance
graph following the report shall not be incorporated by reference into any such
filings.

REPORT OF THE COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee") approves and oversees the Company's compensation
policy, approves salaries and annual bonuses for executive officers of the
Company, including the named executive officers, and administers the Company's
stock option plans and stock purchase plan. In fulfilling its responsibilities,
the Compensation Committee receives significant input from the Company's Chief
Executive Officer and other members of senior management. The Compensation
Committee is composed of non-employee directors.

Compensation Policy

Components of Compensation. The Company's compensation policy for executive
management is designed to recruit, motivate and retain highly qualified
individuals by (i) rewarding individual achievement, (ii) enabling individuals
to share in the risks and rewards of the Company's overall performance and
(iii) paying compensation that is competitive with industry compensation
levels. The key components of the Company's current compensation policy, which
is designed to balance short-term and long-term considerations, are competitive
salaries, annual cash performance bonuses and long-term equity incentives. In
February 2001, the Compensation Committee approved a Short Term Incentive Plan
("STIP") based on certain metrics including revenue growth, operating margin,
capital expenditure, earnings per share and cash flow to determine the specific
amount of bonus compensation payable to any member of management. The
Compensation Committee also determined that all members of management should
undergo an annual performance review.

Annual Option Grant Program. The Company has implemented an annual option
grant program pursuant to which the Company grants stock options to certain
members of management. Awards are granted on a discretionary basis based upon
performance evaluations of eligible employees. The Company believes that the
annual option grant program is in the best interests of the Company because (i)
the equity-based awards, which will vest over a four-year period after grant,
will provide the recipients with an incentive to remain in the Company's employ
and (ii) broader stock ownership among management level employees will more
closely align their interests with the interests of the Company's stockholders.

2001 Compensation

Annual Salaries. The Chief Executive Officer of the Company, has authority
to hire all members of executive management of the Company, subject to the
Compensation Committee's approval of the compensation to be paid to such
executives. Subject to the approval of the Compensation Committee, the CEO also
determines the compensation payable to persons offered executive level
employment with the Company and annual salary increases for members of the
Company's executive management. The Board, at the recommendation of the
Compensation Committee, determines adjustments to the CEO's compensation. In
determining and approving the amount of compensation for executive management,
the CEO and the Compensation Committee consider factors such as the executive's
contribution to the Company's overall operating effectiveness, strategic
success and profitability; the executive's role in developing and maintaining
key client relationships; the level of responsibility, scope and complexity of
such executive's position relative to other executive management; and the
executive's leadership growth and management development over the past year.
The salaries of the Company's named executive officers, which are listed in the
Summary Compensation Table located elsewhere in this proxy statement, are
governed primarily by written employment agreements with the Company.

Performance Bonuses. In February 2001, the Compensation Committee adopted
the STIP and implemented annual performance reviews for all of executive
management. Pursuant to the STIP, cash performance bonuses for executives are
determined and approved annually by the Compensation Committee based on
specific metrics relative to the Company's overall performance including
revenue growth, operating margin, capital expenditure, earnings per share and
cash flow.

Long-Term Incentives. Stock-based compensation is also an important element
of the Company's compensation policy. Stock options are generally offered to
induce an executive to accept employment with the Company and then on an annual
basis to retain and motivate the management team. The Compensation Committee
believes that stock options, which vest over time and are subject to
forfeiture, align the interests of executive management with the interests of
the Company's stockholders. The Compensation Committee also believes that
substantial equity ownership by individuals in leadership positions within the
Company ensure that such individuals will remain focused on building
stockholder value. An executive officer level committee, consisting of the
Company's Chief Executive Officer, the Company's Chief Financial Officer and
the Company's General Counsel has the authority to administer the Company's
stock option plans with respect to option grants of not more than 100,000
options to employees who are not executive officers. Any stock option grants in
excess of 100,000 or to an executive officer must be approved by the
Compensation Committee.

Compensation of the Chief Executive Officer. The compensation paid to Scott
D. Thompson, the Company's Chief Executive Officer and President until he
resigned in March 2001, was governed by his employment agreement. Pursuant to
his employment agreement, Mr. Thompson was entitled to receive an annual base
salary of $425,000. Mr. Thompson's employment agreement also provided for the
grant of 1,000,000 stock options and a $900,000 loan, which was forgiven after
Mr. Thompson had been employed as the Chief Executive Officer of the Company
for one year from the date of his employment agreement (see Certain
Relationships and Related Party Transactions). As indicated in "Certain
Relationships and Related Party Transactions," Mr. Thompson resigned from the
Company in March 2001. The Company's Compensation Committee has considered and
approved an annual base salary of $250,000 for the Company's CEO, Kenneth
Tuchman. During 2001, Mr. Tuchman resumed the role of CEO on a permanent basis
and in October 2001, Mr. Tuchman entered into an employment agreement with the
Company which provides for an annual base salary of $250,000.

Limitations on the Deductibility of Compensation. Under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), and applicable
Treasury regulations, no tax deduction is allowed for annual compensation in
excess of $1 million paid to the five most highly compensated executive
officers. Performance-based compensation that has been disclosed to and
approved by stockholders, by a majority of the vote in a separate stockholder
vote before the payment of such compensation, is excluded from the $1 million
limit if, among other requirements, the compensation is payable only upon
attainment of pre-established, objective performance goals and the board
committee that establishes such goals consists only of "outside directors" as
defined for purposes of Section 162(m). All of the members of the Compensation
Committee qualify as "outside directors." The Compensation Committee intends to
maximize the extent of tax deductibility of executive compensation under the
provisions of Section 162(m) so long as doing so is compatible with its
determinations as to the most appropriate methods and approaches for the design
and delivery of compensation to executive officers of the Company.

SUBMITTED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS

Rod Dammeyer, Chairman
George Heilmeier

REPORT FROM THE AUDIT COMMITTEE

Management is responsible for the Company's financial reporting process
including its system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. The Company's independent auditors are responsible for
auditing those financial statements. Our responsibility is to monitor and
review these processes. It is not our duty or our responsibility to conduct
auditing or accounting reviews or procedures. We are not employees of the
Company and we may not be, and we may not represent ourselves to be or to serve
as, accountants or auditors by profession or experts in the fields of
accounting or auditing. Therefore, we have relied, without independent
verification, on management's representation that the financial statements have
been prepared with integrity and objectivity and in conformity with accounting
principles generally accepted in the United States of America and on the
representations of the independent auditors included in their report on the
Company's financial statements. Our oversight does not provide us with an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or policies, or appropriate
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, our considerations
and discussions with management and the independent auditors do not assure that
the Company's financial statements are presented in accordance with generally
accepted accounting principles, that the audit of our Company's financial
statements has been carried out in accordance with generally accepted auditing
standards or that our Company's independent auditors are in fact "independent."

We perform the following functions:

. provide an open avenue of communication among the Company's independent
auditor, the Company's director of internal auditing and the Board of
Directors.

. oversee the adequacy of the Company's internal controls and financial
reporting process and the reliability of the Company's financial
statements.

. confirm and assure the independence of the Company's independent
auditors and the objectives of the Company's director of internal
auditing.

We meet with management periodically to consider the adequacy of the
Company's internal controls and the objectivity of its financial reporting. We
discuss these matters with the Company's independent auditors and with
appropriate Company financial personnel, including the Company's director of
internal auditing.

We also recommend to the Board the appointment of the independent auditors
and review periodically their performance and independence from management.

The Directors who serve on the committee are all "Independent" for purposes
of the National Association of Securities Dealers standards. That is, the Board
of Directors has determined that none of us has a relationship with TeleTech
that may interfere with our independence from TeleTech and its management.

The Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is attached as Appendix A to our Proxy Statement
used in connection with our 2001 Annual Stockholders Meeting.

Management has primary responsibility for the Company's financial statements
and the overall reporting process, including the Company's system of internal
controls.

The independent auditors audit the annual financial statements prepared by
management, express an opinion as to whether those financial statements fairly
present the financial position, results of operations and cash flows of the
Company in conformity with generally accepted accounting principles and discuss
with us any issues they believe should be raised with us.

This year, we reviewed the Company's financial statements and met with both
management and Arthur Andersen LLP, the Company's independent auditors, to
discuss those financial statements. Management has represented to us that the
financial statements were prepared in accordance with generally accepted
accounting principles.

We have received from and discussed with Arthur Andersen LLP the written
disclosure and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees). These items relate to that
firm's independence from the Company. We also discussed with Arthur Andersen
LLP any matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees).

For the year ended December 31, 2001, we incurred fees for services from
Arthur Andersen LLP as discussed below.

. Audit Fees. The aggregate fees billed for professional services
rendered by Arthur Andersen LLP for the audit of our annual financial
statements and the review of the financial statements included in our
Forms 10-Q for the year ended December 31, 2001 were approximately
$329,000.

. All Other Fees. The aggregate fees billed for all other services
rendered by Arthur Andersen LLP for the year ended December 31, 2001
were approximately $1,410,000 including audit-related fees of $416,000
and other fees of $994,000. Audit-related fees include statutory audits
of subsidiaries, benefit plan audits, various attest services under
professional standards, assistance with registration statements and
consents. Other fees were primarily for tax services. There were no
financial information systems design and implementation fees.

The Audit Committee has considered whether the independent auditors'
provision of other non-audit services to the Company is compatible with the
auditors' independence and determined that it is compatible.

Based on these reviews and discussions, we recommended to the Board that the
Company's audited financial statements be included in the company's Annual
Report on Form 10-K for the year ended December 31, 2001 for filing with the
Securities and Exchange Commission.

Rod Dammeyer (Chairman)
George Heilmeier
Alan Silverman

PERFORMANCE GRAPH

The graph below compares the cumulative total stockholder return on the
Company's common stock since consummation of the Company's initial public
offering in August 1996 with the cumulative total return of the Nasdaq Stock
Market (U.S.) Index; the Russell 2000 Index; and a customized peer group (the
"Peer Group"). The performance graph shows the return of $100 invested in the
Company's common stock, the Nasdaq Stock Market (U.S.) Index, the Russell 2000
Index, and the Peer Group on August 1, 1996. The New Peer Group is composed of
APAC Customer Services, Convergys Corporation, SITEL Corporation, Sykes
Enterprises Incorporated, West Corporation, Electronic Data Systems and RMH
Teleservices. Stock price performance shown on the graph below is not
necessarily indicative of future price performance.

COMPARISON OF 53 MONTH CUMULATIVE TOTAL RETURN*
AMONG TELETECH HOLDINGS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX,
THE RUSSELL 2000 INDEX AND A PEER GROUP

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG TELETECH HOLDINGS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX, THE RUSSELL 2000 INDEX
A NEW PEER GROUP AND AN OLD PEER GROUP

[CHART]

TELETECH
HOLDINGS, INC.
12/96 100.00
12/97 43.75
12/98 39.42
12/99 129.63
12/00 70.67
12/01 55.12

NASDAQ STOCK
MARKET (U.S.)
12/96 100.00
12/97 122.48
12/98 172.68
12/99 320.89
12/00 193.01
12/01 153.15

RUSSELL 2000
12/96 100.00
12/97 122.36
12/98 119.25
12/99 144.60
12/00 140.23
12/01 143.71

NEW PEER
GROUP
12/96 100.00
12/97 50.29
12/98 41.39
12/99 65.89
12/00 64.48
12/01 55.47

OLD PEER
GROUP
12/96 100.00
12/97 93.66
12/98 104.28
12/99 146.11
12/00 131.78
12/01 146.73

PROPOSAL 2:
APPROVAL OF AMENDMENTS TO
THE TELETECH HOLDINGS, INC.
1999 STOCK OPTION AND INCENTIVE PLAN

Stockholders are being asked to consider and approve this proposal to amend
the 1999 Plan to (i) increase the number of shares that may be granted under
the 1999 Plan by 4 million shares to a total of 14 million shares. The Board of
Directors has approved these amendments to the 1999 Plan (as amended and
restated, the "Amended 1999 Plan") and believes that the amendments are in the
best interests of the Company and its stockholders.

The following summary describes the Amended 1999 Plan, but is qualified in
its entirety by reference to the Amended 1999 Plan which is attached as
Appendix B to this Proxy Statement.

Purpose

The Amended 1999 Plan enables the Company to (i) attract and retain high
quality directors, officers, employees and potential employees, consultants and
independent contractors of the Company or any of its subsidiaries, (ii)
motivate such persons to promote the long-term success of the business of the
Company and its subsidiaries and (iii) induce employees of companies that are
acquired by TeleTech to accept employment with TeleTech following such
acquisition.

Types of Awards

The following types of awards may be made under the Amended 1999 Plan: (i)
incentive stock options ("ISOs") within the meaning of Section 422 of the Code,
(ii) stock options that are not intended to qualify under Section 422 of the
Code ("NSOs" and together with ISOs, "Options") and (iii) shares of restricted
common stock ("Restricted Stock"). The Amended 1999 Plan also authorizes the
award of phantom stock and stock appreciation rights ("SARs").

Shares Available

Not more than 14 million shares of common stock may be issued pursuant to
awards granted under the Amended 1999 Plan. No participant in the Amended 1999
Plan may be granted awards in any calendar year in excess of 300,000 shares of
common stock. Common stock issued under the Amended 1999 Plan may be authorized
but unissued shares of common stock, or shares that have been reacquired by the
Company and held in treasury. Upon the expiration or termination of options or
other awards granted under the Amended 1999 Plan, the shares of common stock
that were subject to such awards will be available for awards subsequently
granted under the Amended 1999 Plan.

Eligible Individuals

Awards under the Amended 1999 Plan may be granted to officers, employees,
non-employee directors, independent contractors or consultants of the Company
or any subsidiary, and to persons who, at the time an award is granted, are not
yet employees of the Company or any subsidiary but to whom an offer of
employment has been extended. Approximately 24,325 employees are eligible to
participate in the Amended 1999 Plan. The number of employees includes six (6)
Officers as defined in Rule 16(b)-3 and two (2) Directors who are employed by
the Company. There are also four (4) Non-Employee Directors who are eligible to
participate.

Director Grants

Each director elected at the annual meeting who is neither an employee of
the Company nor the beneficial owner of more than 5% of the Company's common
stock, will receive an annual grant of Options to purchase

15,000 shares of common stock. Director grants will vest immediately. Any
shares exercised within one year of the date of grant shall be exercised into
shares of restricted stock for which restrictions shall lapse after a period of
one (1) year from the date of grant.

Administration of the 1999 Plan

The Amended 1999 Plan is administered by the Compensation Committee. Each
member of the Compensation Committee qualifies as an outside director and a
non-employee director as defined by Section 162(m) of the Code and the Exchange
Act to the extent such qualification is deemed necessary for the grant of
awards under the Amended 1999 Plan to qualify for favorable tax or securities
treatment under applicable law. The members of the Compensation Committee are
appointed by the Board of Directors and currently consist of Rod Dammeyer and
George Heilmeier. Subject to the express provisions of the Amended 1999 Plan,
the Compensation Committee has sole discretion to select, from time to time,
(i) which individuals are eligible to participate in the Amended 1999 Plan,
(ii) those eligible individuals who will receive awards under the Amended 1999
Plan and (iii) the form and vesting schedule of awards and the number of
shares, exercise price, manner of payment and expiration date applicable to
each award. The Compensation Committee also has authority to construe and
interpret the Amended 1999 Plan and to establish, amend and rescind rules and
regulations relating to the Amended 1999 Plan.

Terms and Conditions of Awards

The exercise price for each award under the Amended 1999 Plan will be
determined by the Compensation Committee at the time the award is granted and
will be specified in an option or other applicable agreement. The exercise
price of an ISO may not be less than the fair market value of the common stock
on the date the ISO is granted; however, the exercise price of an NSO may be
less than, equal to or greater than the fair market value of the common stock
on the date the NSO is granted. "Fair market value" under the Amended 1999 Plan
is determined by the Compensation Committee, in good faith, taking into account
the price of the common stock as reported on the Nasdaq Stock Market. The
exercise price of Options granted under the Amended 1999 Plan will be payable
in cash, by the participant's delivery to the Company of shares of common stock
that have a fair market value equal to the aggregate exercise price, pursuant
to a cashless exercise arrangement with a broker or in such other form of
consideration as the Compensation Committee may approve. Stock option
agreements for employees who are vice president level or above contain an
accelerated vesting provision in the event of a change of control.

Unless otherwise determined by the Compensation Committee, awards under the
Amended 1999 Plan will be (i) exercisable for 10 years after the date of grant,
and (ii) terminate on the earliest of (a) the participant's termination of
employment with the Company for "cause," (b) 90 days after the participant's
termination of employment with the Company for any other reason, other than
death and (c) six months following the participant's death. Unless otherwise
permitted by the Compensation Committee in its discretion, Options, SARs and
phantom stock granted under the Amended 1999 Plan will be transferable only by
will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined in Section 414(p) of the Code.

Certain Federal Income Tax Consequences

Following is a brief summary of the principal federal income tax
consequences of awards under the Amended 1999 Plan. This summary is not an
exhaustive description and does not describe all applicable federal, state or
local tax laws. Each recipient of an award under the Amended 1999 Plan is
encouraged to consult with a qualified tax advisor regarding the tax
consequences of a particular grant.

Incentive Stock Options. Recipients of ISOs granted under the Amended 1999
Plan are not subject to federal income tax at the time of either the grant or
the exercise of an ISO. In the year in which an ISO is exercised, however, the
amount by which the fair market value of the shares of common stock received
upon the

exercise of an ISO exceeds the exercise price will constitute an adjustment to
the optionholder's income in computing alternative minimum taxable income. Such
adjustment could result in the imposition of, or increase the amount of, the
optionholder's "alternative minimum tax" under the Code. If an optionholder
does not dispose of such shares of common stock within two years after the ISO
was granted, or one year after the ISO was exercised, whichever is later (any
such disposition, a "disqualifying event"), then any gain or loss recognized
upon such disposition generally will be treated as long-term capital gain or
loss. In such event, the Company will not receive a tax deduction on either the
exercise of the ISO or on the sale of the underlying common stock.

If an optionholder makes a "disqualifying disposition," the optionholder
will realize ordinary income in an amount equal to the lesser of (i) the fair
market value of the common stock underlying an ISO on the date the ISO is
exercised minus the exercise price or (ii) the sales price received by the
optionholder on the disposition of the common stock underlying ISO minus the
exercise price. In such event, the Company will be entitled to a deduction in
an amount equal to the ordinary income realized by the optionholder. If a sale
is a disqualifying disposition, the optionholder also may realize short-term or
long-term capital gain or loss, if such shares constitute capital assets in an
optionholder's hands. The gain or loss will be measured by the difference
between the fair market value of the shares on the date of exercise of the ISO
and the sales price of the shares.

Non-Qualified Stock Options. No income is realized by an optionholder upon
the grant of an NSO. Upon the exercise of an NSO, however, the amount by which
the fair market value of the common stock on the date of exercise exceeds the
exercise price will be taxed as ordinary income to an optionholder and the
Company will be entitled to a deduction in an equal amount. Such amount will
not be an adjustment to income in computing alternative minimum taxable income.
Upon subsequent sales of the common stock underlying an NSO, an option holder
may realize short-term or long-term capital gain or loss, depending upon the
holding period of the shares, if such shares constitute capital assets in an
option holder's hands. The gain or loss will be measured by the difference
between the sales price and the tax basis of the shares sold. The tax basis for
this purpose will be the sum of the exercise price and the amount of ordinary
income realized by the option holder as a result of such exercise.

Other Awards. No income is realized by a holder of a SAR or phantom stock
at the time the SAR or phantom stock is granted; however, upon exercise, the
amount of cash or the fair market value of the shares of common stock received
will be taxable as ordinary income to the holder thereof and the Company will
be entitled to a deduction in an equal amount.

Section 162(m). Section 162(m) of the Code limits the deductibility (under
certain circumstances) of compensation that exceeds $1,000,000 annually that is
paid by the Company to its five most highly compensated officers determined at
the end of the Company's taxable year. Section 162(m) and the proposed
regulations thereunder provide certain exclusions from the amounts included in
the $1,000,000 limitation, including compensation that is "qualified
performance-based compensation" within the meaning of the proposed regulations.
The Amended 1999 Plan generally is intended to satisfy the requirements set
forth in the proposed regulations with respect to "qualified performance-based
compensation" with respect to Options that are exercisable at an exercise price
of not less than 100% of the fair market value of a share of common stock on
the date of grant. However, if an option is exercisable at a price less than
100% of the price of a share of common stock on the date of grant, such option
will not constitute "qualified performance-based compensation."

Miscellaneous. The 1999 Plan is not qualified under Section 401 of the Code
and is not subject to any of the provisions of the Employee Retirement Income
Security Act of 1974, as amended.

Recommendation of the Board of Directors

The Board of Directors recommends that you vote "FOR" Proposal 2.

PROPOSAL 3:
APPROVAL OF AMENDMENTS TO
THE TELETECH HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN

Stockholders are being asked to consider and approve this proposal to amend
and restate the Company's ESPP (as amended and restated, the "Amended ESPP") to
increase the number of shares subject to the Amended ESPP from 600,000 to a
total of 1,000,000 shares. The Board of Directors has adopted the Amended ESPP,
subject to stockholder approval, and the Amended ESPP will become effective
when stockholder approval is obtained. The material terms of the Amended ESPP
are summarized below and are qualified in their entirety by the terms of the
Amended ESPP, which is included as Appendix C to this Proxy Statement.

General

The Amended ESPP is intended to qualify as an "employee stock purchase plan"
under Section 423 of the Code. A total of 1,000,000 shares of common stock are
being reserved for issuance under the Amended ESPP. Because benefits under the
Amended ESPP will vary depending on participants' elections and the fair market
value of the common stock at various future dates, it is not possible to
determine exactly what benefits might be received by the Company's employees
following the adoption of the Amended ESPP.

Purpose

The purpose of the Amended ESPP is to provide a means for employees to share
in the ownership of the Company through payroll deductions, and to provide an
incentive for continued employment. The Amended ESPP enables employees to buy
small amounts of common stock without incurring transaction costs and gives
them the additional advantage of dollar cost averaging in their purchases of
common stock. Increased loyalty, productivity, and stockholder value often
result from employee stock ownership.

Administration

The Amended ESPP is administered by the Compensation Committee of the Board
of Directors.

Eligibility

All employees of the Company and its subsidiaries are eligible to
participate in the Amended ESPP except (i) employees who have not worked for
the Company for at least three months; (ii) five percent or greater
stockholders of the Company; (iii) employees who do not work more than 20 hours
per week; and (iv) employees who do not work more than five months per year.
Approximately 17,700 employees are eligible to participate in the ESPP. The
number of employees includes six (6) Officers as defined in Rule 16(b)-3 and
one (1) Director who is employed by the Company.

Grant of Purchase Rights

Eligible employees may participate by executing and submitting a
subscription agreement authorizing specific regular payroll deductions of not
less than $50 per month and not more than 15% of the employee's compensation.
All eligible employees have the same rights and privileges with respect to the
purchase of shares under the Amended ESPP. In no event, however, may an
employee be allowed to contribute in excess of $25,000 in any one calendar year
to purchase stock.

Offering Periods

The offering periods are semi-annual, with the first period beginning on
October 16 and ending on April 15 and the second period beginning on April 16
and ending on October 15.

Purchase Price

The purchase price per share of each purchase right granted under the
Amended ESPP shall be the lesser of the fair market value of a share of common
stock on the first or last day of each offering period, less 15%.

Federal Income Tax Considerations

The following is a general summary as of the date of this proxy statement of
the U.S. federal income tax considerations associated with the purchase of
shares of common stock under the Amended ESPP. The U.S. federal tax laws may
change and the U.S. federal, state, and local tax consequences for any
participating employee will depend upon his or her individual circumstances.
Each participating employee is encouraged to seek the advice of a qualified tax
advisor regarding the tax consequences of participation in the Amended ESPP.

General. The Amended ESPP is intended to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Code.

Tax Treatment of the Employee. Participating employees will not recognize
income for U.S. federal income tax purposes either upon enrollment in the
Amended ESPP or upon the purchase of shares of common stock under the Amended
ESPP. All tax consequences are deferred until a participating employee sells
the shares, disposes of shares by gift, or dies. Payroll deductions used to
purchase shares of common stock, however, remain fully taxable as ordinary
income at the time the deduction is taken, and there is no deferral of the
ordinary income tax assessed on these amounts.

If shares are held for more than one year after the date of purchase and
more than two years from the beginning of the applicable purchase period or if
the employee dies while owning the shares, the employee realizes ordinary
income on a sale (or a disposition by way of gift or upon death) to the extent
of the lesser of: (i) 15% of the fair market value of the shares at the
beginning of the purchase period, or (ii) the actual gain (the amount by which
the market value of the shares on the date of sale, gift or death exceeds the
purchase price). All additional gain upon the sale of shares is treated as
long-term capital gain. If the shares are sold and the sale price is less than
the purchase price, there is no ordinary income, and the employee has long-term
capital loss for the difference between the sale price and the purchase price
depending upon the amount of time the shares are held.

If the shares are sold or are otherwise disposed of including by way of gift
(but not death, bequest or inheritance) within either the one-year or the
two-year holding periods described above (in any case, a disqualifying
disposition), the employee realizes ordinary income at the time of sale or
other disposition equal to 15% of the fair market value of the shares at the
date of purchase. This amount will constitute ordinary income in the year of
the sale or other disposition even if no gain is realized on the sale or if a
gratuitous transfer is made. The difference, if any, between the proceeds of
sale and the fair market value of the shares at the date of purchase is a
long-term or short-term capital gain or loss, depending on how long the shares
have been held.

Tax Treatment of the Company. The Company will be entitled to a deduction
in connection with the disposition of shares acquired under the Plan only to
the extent that the employee recognizes ordinary income on a disqualifying
disposition of the shares (but not if an employee satisfies the holding period
requirements).

Recommendation of the Board of Directors

The Board of Directors recommends that you vote "FOR" Proposal 3.

INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of Arthur Andersen LLP has acted as the Company's
independent public accountants for the year ended December 31, 2001.
Representatives of Arthur Andersen LLP are expected to be present at the
stockholders meeting and will have an opportunity to make a statement if they
desire and are expected to be available to respond to appropriate questions.

Although in past years the Company's Board of Directors has sought the
ratification by the stockholders of the Company of the selection of the
Company's auditors, such ratification is a matter of corporate practice and is
not required as a matter of law. The Audit Committee of the Board of Directors
are currently monitoring various matters involving Arthur Andersen LLP,
including the indictment of Arthur Andersen LLP by the U.S. Department of
Justice and other litigation and investigations by regulatory agencies into the
financial reporting practices of certain companies audited by Arthur Andersen
LLP. In view of the rapid pace of these on-going developments, the Audit
Committee and the Board of Directors has determined that it is in the best
interest of the Company and its stockholders to defer the selection of the
Company's auditors this year until further information becomes known about the
status of Arthur Andersen LLP, and to allow adequate time for the Audit
Committee carefully to consider alternative accounting firms, should it decide
not to recommend retaining Arthur Andersen LLP. Accordingly, the Board of
Directors has not yet selected the Company's auditors for the year ending
December 31, 2002 and is not requesting shareholder ratification.

GENERAL INFORMATION

Next Annual Meeting of Stockholders

Notice of any stockholder proposal that is intended to be included in the
Company's proxy statement and form of proxy for its next Annual Meeting of
stockholders must be received by the Secretary of the Company no later than
December 24, 2002. Such notice must be in writing and must comply with the
other provisions of Rule 14a-8 under the Exchange Act. In addition, the persons
named in the proxy for the next Annual Meeting will have discretionary
authority to vote with respect to any matter that is brought by any stockholder
during the meeting, not described in the proxy statement for such meeting,
unless the Company received written notice, on or before March 9, 2003, that
such matters would be raised at the meeting. Any notices regarding stockholder
proposals must be received by the Company at its principal executive offices at
9197 S. Peoria Street, Englewood, Colorado 80112, Attention: General Counsel.

Annual Report on Form 10-K

The Company's 2001 Annual Report is being mailed to the stockholders
together with this proxy statement; however, the report is not part of the
proxy solicitation materials. Copies of the Company's Annual Report on Form
10-K for the year ended December 31, 2001 may be obtained without charge upon
request made to TeleTech Holdings, Inc., 9197 S. Peoria Street, Englewood,
Colorado 80112, Attention: Investor Relations.

By Order of the Board of Directors,

/s/ James B. Kaufman
James B. Kaufman
Executive Vice President, General
Counsel and Secretary
Englewood, Colorado

Appendix A

TELETECH HOLDINGS INC.

AUDIT COMMITTEE CHARTER

The primary function of the Company's Audit Committee is to assist the board
in fulfilling its oversight responsibilities by reviewing the financial
information which will be provided to the shareholders and others, the system
of internal controls which management and the board of directors have
established, and the audit process.

In meeting its responsibilities, the Audit Committee is expected to:

1. Provide an open avenue of communication among the Company's independent
auditor, the Company's director of internal auditing and the board of directors.

2. Review and update the committee's charter annually.

3. Recommend to the board of directors the independent auditor to be
nominated, approve the compensation of the independent auditor and review and
approve the discharge of the independent auditor.

4. Review and concur in the appointment, replacement, reassignment, or
dismissal of the director of internal auditing.

5. Confirm and assure the independence of the independent auditor and the
objectivity of the director of internal auditing.

6. Inquire of management, the director of internal auditing, and the
independent auditor about significant risks or exposures and assess the steps
management has taken to minimize such risk to the Company.

7. Consider, in consultation with the independent auditor and the director
of internal auditing, the audit scope and plan of the director of internal
auditing.

8. Consider with management and the director of internal auditing the
rationale for employing audit firms other than the principal independent
auditor.

9. Review with the director of internal auditing and the independent auditor
the coordination of audit efforts to assure completeness of coverage, reduction
of redundant efforts, and the effective use of audit resources.

10. Consider and review with the independent auditor and the director of
internal auditing:

a. The adequacy of the Company's internal controls including computerized
information system controls and security.

b. Any related significant findings and recommendations of the
independent auditor and the director of internal auditing together with
management's responses thereto.

11. Review with management and the independent auditor at the completion of
the annual examination:

a. The Company's annual financial statements and related footnotes.

b. The independent auditor's audit of the financial statements and report
thereon.

c. Any significant changes required in the audit plan of the director of
internal auditing.

d. Any serious difficulties or disputes with management encountered
during the course of the audit.

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e. Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing standards.

12. Consider and review with management and the director of internal
auditing:

a. Significant findings during the year and management's responses
thereto.

b. Any difficulties encountered in the course of their audits, including
any restrictions on the scope of their work or access to required
information.

c. Any changes required in the planned scope of their internal audit plan.

d. The internal auditing department budget and staffing.

e. The internal auditing department charter.

f. Internal auditing's compliance with The IIA's Standards for the
Professional Practice of Internal Auditing (Standards).

13. Review filings with the SEC and other published documents containing the
Company's financial statements and consider whether the information contained
in these documents is consistent with the information contained in the
financial statements.

14. Review with management, the independent auditor, and the director of
internal auditing the interim financial reports before they are filed with the
SEC or other regulators.

15. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets, and consider
the results of any review of these areas by the director of internal auditing
or the independent auditor.

16. Review with the director of internal auditing and the independent
auditor the results of their review of the Company's monitoring compliance with
the Company's code of conduct.

17. Review legal and regulatory matters that may have a material impact on
the financial statements, related Company compliance policies, and programs and
reports received from regulators.

18. Meet with the director of internal auditing, the independent auditor,
and management in separate executive sessions to discuss any matters that the
committee or these groups believe should be discussed privately with the Audit
Committee.

19. Report committee actions to the board of directors with such
recommendations as the committee may deem appropriate.

20. Prepare a letter for inclusion in the annual report that describes the
committee's composition and responsibilities, and how they were discharged.

21. The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the committee's scope of
responsibilities. The committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation.

22. The committee shall meet at least four times per year or more frequently
as circumstances require. The committee may ask members of management or others
to attend the meeting and provide pertinent information as necessary.

A-2

23. The committee will perform such other functions as assigned by law, the
Company's charter or bylaws, or the board of directors.

The membership of the Audit Committee shall consist of at least three
independent members of the board of directors who shall serve at the pleasure
of the board of directors. Audit committee members shall be designated by the
full board of directors.

The duties and responsibilities of a member of the Audit Committee are in
addition to those duties set out for a member of the board of directors.

A-3

Appendix B

TELETECH HOLDINGS INC.

1999 AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN

AMENDED AND RESTATED

TELETECH HOLDINGS, INC.

1999 STOCK OPTION AND INCENTIVE PLAN

1. Preamble.

TeleTech Holdings, Inc., a Delaware corporation (the "Company"), hereby
establishes the Amended and Restated TeleTech Holdings, Inc. 1999 Stock Option
and Incentive Plan (the "Plan") as a means whereby the Company may, through
awards of (i) incentive stock options within the meaning of section 422 of the
Code (as herein defined), (ii) stock appreciation rights, (iii) non-qualified
stock options, (iv) restricted stock, and (v) phantom stock:

(a) provide employees of the Company and its subsidiaries with additional
incentive to promote the success of the Company's and its subsidiaries'
businesses and encourage such employees to remain in the employ of the
Company and its subsidiaries;

(b) provide incentive for potential employees to accept employment with
the Company; and

(c) provide directors of the Company who are not otherwise employees of
the Company, and consultants and other independent contractors who provide
services to the Company, with additional incentive to promote the success of
the Company's business.

The provisions of this Plan do not apply to or affect any option, stock
appreciation right, or stock heretofore or hereafter granted under any other
stock plan of the Company or any subsidiary, and all such options, stock
appreciation right or stock continue to be governed by and subject to the
applicable provisions of the plan or agreement under which they were granted.

2. Definitions.

2.01 "Board" or "Board of Directors" means the board of directors of the
Company.

2.02 "Cause" means, as determined in the sole discretion of the Board, a
Participant's (a) commission of a felony or the commission of any crime
involving moral turpitude, theft, embezzlement, fraud, misappropriation of
funds, breach of fiduciary duty, abuse of trust or the violation of any other
law or ethical rule relating to the Company; b) material or repeated dishonesty
or misrepresentation involving the Company or any Subsidiary; (c) material or
repeated misconduct in the performance or non-performance of Participant's
responsibilities as an employee, officer, Director, consultant or independent
contractor; (d) violation of a material condition of employment; (e)
unauthorized use of trade secrets or confidential information (or the Company's
reasonable belief that a Participant has or has attempted to do so); or (f)
aiding a competitor of the Company or any Subsidiary.

2.03 "Code" means the Internal Revenue Code of 1986, as it exists now and as
it may be amended from time to time.

2.04 "Committee" means the committee comprised of two or more Directors
appointed by the Board to administer the Plan.

B-1

2.05 "Common Stock" means the common stock of the Company, $.01 par value
per share.

2.06 "Company" means TeleTech Holdings, Inc., a Delaware corporation, and
any successor thereto.

2.07 "Director" means a member of the Board.

2.08 "Exchange Act" means the Securities Exchange Act of 1934, as it exists
now or from time to time may hereafter be amended.

2.09 "Fair Market Value" means for the relevant day:

(a) If shares of Common Stock are listed or admitted to unlisted trading
privileges on any national or regional securities exchange, the last
reported sale price, regular way, on the composite tape of that exchange on
the day Fair Market Value is to be determined;

(b) If the Common Stock is not listed or admitted to unlisted trading
privileges as provided in paragraph (a), and if sales prices for shares of
Common Stock are reported by the National Association of Securities Dealers,
Inc. Automated Quotations, Inc. National Market System ("Nasdaq System"),
then the last sale price for Common Stock reported as of the close of
business on the day Fair Market Value is to be determined, or if no such
sale takes place on that day, the average of the high bid and low asked
prices so reported and, if Common Stock is not traded on that day, the next
preceding day on which such stock was traded; or

(c) If trading of the Common Stock is not reported by the Nasdaq System
or on a stock exchange, Fair Market Value will be determined by the
Committee in its discretion based upon the best available data.

2.10 "ISO" means incentive stock options within the meaning of Section 422
of the Code.

2.11 "Naked SAR" means a SAR issued not in connection with an ISO or NSO.

2.12 "NSO" means non-qualified stock options, which are not intended to
qualify under Section 422 of the Code.

2.13 "Option" means the right of a Participant, whether granted as an ISO or
an NSO, to purchase a specified number of shares of Common Stock, subject to
the terms and conditions of the Plan.

2.14 "Option Date" means the date upon which an Option, SAR, Restricted
Stock or Phantom Stock is awarded to a Participant under the Plan.

2.15 "Option Price" means the price per share at which an Option may be
exercised.

2.16 "Outside Director" means a Non-Employee Director as defined in Section
16b-3(b)(3)(i) of the Exchange Act.

2.17 "Participant" means an individual to whom an Option, SAR, Phantom Stock
or Restricted Stock has been granted under the Plan.

2.18 "Phantom Stock" means a hypothetical share of Common Stock issued as
phantom stock under the Plan.

2.19 "Plan" means the Amended and Restated TeleTech Holdings, Inc. 1999
Stock Option and Incentive Plan, as set forth herein and as from time to time
amended.

B-2

2.20 "Restricted Stock" means Common Stock awarded to a Participant pursuant
to this Plan and subject to the restrictions contained in Section 9.

2.21 "SAR" means a stock appreciation right. A SAR may be a Naked SAR or a
Tandem SAR.

2.22 "Securities Act" means the Securities Act of 1933, as it exists now or
from time to time may hereinafter be amended.

2.23 "Subsidiary" means any corporation or other entity of which the
majority voting power or equity interest is owned directly or indirectly by the
Company.

2.24 "Tandem SAR" means a SAR associated with and issued in connection with
an ISO or NSO.

2.25 Rules of Construction.

(a) Governing Law. The construction and operation of this Plan are
governed by the laws of the State of Delaware.

(b) Undefined Terms. Unless the context requires another meaning, any
term not specifically defined in this Plan has the meaning given to it by
the Code.

(d) Gender. Unless clearly appropriate, all nouns of whatever gender
refer indifferently to persons of any gender.

(e) Singular and Plural. Unless clearly inappropriate, singular terms
refer also to the plural and vice versa.

(f) Severability. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions shall continue
in full force and effect and shall be construed and enforced as if the
illegal or invalid provision did not exist, unless the continuance of the
Plan in such circumstances is not consistent with its purposes.

(g) Termination of Employment. For all purposes of this Plan, an
employee will have terminated employment with the Company when the
employee's employment relationship with the Company and all of its
subsidiaries is terminated. Additionally, for all purposes of the Plan, (i)
a consultant's or independent contractor's "employment with the Company"
shall be considered terminated upon the termination of any consulting or
independent contractor agreement, or when the consultant or independent
contractor no longer performs any services for the Company, and (ii) a
non-employee Director's "employment with the Company" shall be considered
terminated at the time such Director ceases to serve on the Board.

3. Stock Subject to the Plan.

Except as otherwise provided in Section 13, the aggregate number of shares
of Common Stock that may be issued under Options or as Restricted Stock under
this Plan may not exceed 14,000,000 shares of Common Stock. Reserved shares may
be either authorized but unissued shares or treasury shares, in the Board's
discretion. If any awards hereunder shall terminate or expire, as to any number
of shares, new Options, and Restricted Stock may thereafter be awarded with
respect to such shares. Except as otherwise provided in Section 13, no
Participant may be granted awards under the Plan in any calendar year in
respect of more than 300,000 shares of Common Stock.

B-3

4. Administration.

The Plan shall be administered by the Committee. In addition to any other
powers set forth in this Plan, the Committee has the exclusive authority:

(a) to construe and interpret the Plan, and to remedy any ambiguities or
inconsistencies therein;

(b) to establish, amend and rescind appropriate rules and regulations
relating to the Plan;

(c) subject to the express provisions of the Plan, to determine the
individuals who will receive awards of Options, Restricted Stock, Phantom
Stock and/or SARs, the times when they will receive them, the number of
shares to be subject to each award and the Option Price, payment terms,
payment method, and expiration date applicable to each award;

(d) to contest on behalf of the Company or Participants, at the expense
of the Company, any ruling or decision on any matter relating to the Plan or
to any awards of ISOs, NSOs, Restricted Stock, Phantom Stock and/or SARs;

(e) generally, to administer the Plan, and to take all such steps and
make all such determinations in connection with the Plan and the awards of
ISOs, NSOs, Restricted Stock, Phantom Stock and/or SARs granted thereunder
as it may deem necessary or advisable;

(f) to determine the form in which payment of a SAR or a Phantom Stock
award granted hereunder will be made (i.e., cash, Common Stock or a
combination thereof) or to approve a participant's election to receive cash
in whole or in part in settlement of the SAR or Phantom Stock award;

(g) to determine the form in which tax withholding under Section 16 of
this Plan will be made; and

(h) to amend the Plan or any Option, Restricted Stock, Phantom Stock or
SAR granted or awarded hereunder as may be necessary in order for any
business combination involving the Company to qualify for
pooling-of-interest treatment under APB No. 16.

5. Eligible Participants.

Subject to the provisions of the Plan, the Committee shall determine from
time to time (a) those employees, officers, Directors, consultants and
independent contractors of the Company or a Subsidiary, and non-employees and
non-officers to whom the Company or any Subsidiary has extended an offer of
employment, who shall be designated as Participants, and (b) the number of
Options, SARs, Restricted Stock, and Phantom Stock, or any combination thereof,
to be awarded to each such Participant; provided, however, that no ISOs or
Tandem SARs granted with respect to ISOs shall be awarded under the Plan more
than ten years after the date this Plan is adopted by the Board. In addition,
no ISOs may be awarded to a Participant who is not an employee of the Company
or a Subsidiary.

6. Terms and Conditions of Incentive Stock Options.

The Committee, in its discretion, may grant ISOs to any Participant under
the Plan; provided, however, that no ISOs may be granted to a Director or other
Participant who is not an employee of the Company or a Subsidiary. Each ISO
shall be evidenced by an agreement between the Company and the Participant in a
form approved by the Committee. Unless the Committee, in its discretion,
determines otherwise, each ISO agreement shall be subject to the following
terms and conditions and to such other terms and conditions as the Committee
may deem appropriate;

(a) Option Period. Each ISO will expire as of the earliest of:

(i) the date on which it is forfeited under the provisions of Section
12;

(ii) 10 years (or five years as specified in Section 6(e)) from the
Option Date;

B-4

(iii) three months after the Participant's termination of employment
with the Company for any reason other than death; or

(iv) six months after the Participant's death.

(b) Option Price. Subject to the provisions of Section 6(e), the Option
Price per share shall be determined by the Committee at the time any ISO is
granted, and shall not be less than the Fair Market Value of the Common
Stock subject to the ISO on the Option Date.

(c) Other Option Provisions. The form of ISO authorized by the Plan may
contain such other provisions as the Committee may, from time to time,
determine; provided, however, that such other provisions may not be
inconsistent with any requirements imposed on qualified stock options under
Section 422 of the Code.

(d) Limitations on Awards. The aggregate Fair Market Value, determined
as of the Option Date, of Common Stock with respect to which ISOs are
exercisable by a Participant for the first time during any calendar year
under all ISO plans of the Company and any Subsidiary shall not exceed
$100,000.

(e) Awards to Certain Stockholders. Notwithstanding Sections 6(a) and
6(b) hereof, if an ISO is granted to a Participant who owns stock
representing more than 10% of the voting power of all classes of stock of
the Company or a Subsidiary (as determined under the Code), the exercise
period specified in the ISO agreement for which the ISO thereunder is
granted shall not exceed five years from the Option Date and the Option
Price shall be at least 110% of the Fair Market Value (as of the Option
Date) of the Common Stock subject to the ISO.

7. Terms and Conditions of Non-Qualified Stock Option.

The Committee, in its discretion, may grant NSOs to any Participant under
the Plan. Each NSO shall be evidenced by an agreement between the Company and
the Participant in a form approved by the Committee. Unless the Committee, in
its discretion, determines otherwise, each NSO agreement shall be subject to
the following terms and conditions and to such other terms and conditions as
the Committee may deem appropriate:

(a) Option Period. Each NSO will expire as of the earliest of:

(i) the date on which it is forfeited under the provisions of Section
12;

(ii) the date three months after the Participant's termination of
employment with the Company for any reason other than death; or

(iii) the date six months after the Participant's death.

(b) Option Price. At the time when the NSO is granted, the Committee
will fix the Option Price. The Option Price may be greater than, less than,
or equal to Fair Market Value on the Option Date, as determined in the sole
discretion of the Committee.

(c) Other Option Provisions. The form of NSO authorized by the Plan may
contain such other provisions as the Committee may from time to time
determine.

8. Terms and Conditions of Stock Appreciation Rights.

The Committee may, in its discretion, grant a SAR to any Participant under
the Plan. Each SAR shall be evidenced by an agreement between the Company and
the Participant, in a form approved by the Committee, and may be a Naked SAR or
a Tandem SAR. Unless the Committee, in its discretion, determines otherwise,
each SAR awarded to Participants under the Plan shall be subject to the
following terms and conditions and to such other terms and conditions as the
Committee may deem appropriate:

(a) Tandem SARs. Tandem SARs shall terminate on the same date as the
related ISO or NSO. A Tandem SAR shall be exercisable only if the Fair
Market Value of a share of Common Stock on the date of

B-5

surrender exceeds the Option Price for the related Option, and then shall be
exercisable to the extent, and only to the extent, that the related Option
is exercisable. A Tandem SAR shall entitle the Participant to whom it is
granted the right to elect, so long as such Tandem SAR is exercisable and
subject to such limitations as the Committee shall have imposed, to
surrender any then exercisable portion of his related Option, in whole or in
part, and receive from the Company in exchange, without any payment of cash
(except for applicable employee withholding taxes), that number of shares of
Common Stock having an aggregate Fair Market Value on the date of surrender
equal to the product of (i) the excess of the Fair Market Value of a share
of Common Stock on the date of surrender over the per share Option Price,
and (ii) the number of shares of Common Stock subject to such Option or
portion thereof which is surrendered. Any Option or portion thereof which is
surrendered shall no longer be exercisable. The Committee, in its sole
discretion, may allow the Company to settle all or part of the Company's
obligation arising out of the exercise of a Tandem SAR by the payment of
cash equal to the aggregate Fair Market Value of the shares of Common Stock
which the Company would otherwise be obligated to deliver.

(b) Naked SARs. Naked SARs shall terminate as provided in the
Participant's SAR agreement. The Committee may at the time of granting any
Naked SAR add such conditions and limitations to the Naked SAR as it shall
deem advisable, including but not limited to, limitations on the period
within which the Naked SAR shall be exercisable and the maximum amount of
appreciation to be recognized with regard to such Naked SAR.

(c) Other Conditions. If a Participant is subject to Section 16(a) and
Section 16(b) of the Exchange Act, the Committee may at any time add such
additional conditions and limitations to such SAR which the Committee, in
its discretion, deems necessary or desirable in order to comply with Section
16(a) or Section 16(b) of the Exchange Act and the rules and regulations
issued thereunder, or in order to obtain any exemption therefrom.

9. Terms and Conditions of Restricted Stock Awards.

The Committee, in its discretion, may grant Restricted Stock to any
Participant under the Plan. Each grant of Restricted Stock shall be evidenced
by an agreement between the Company and the Participant in a form approved by
the Committee. Unless the Committee, in its discretion, determines otherwise,
all shares of Common Stock awarded to Participants under the Plan as Restricted
Stock shall be subject to the following terms and conditions and to such other
terms and conditions as the Committee may deem appropriate:

(a) Restricted Period. Shares of Restricted Stock awarded to
Participants may not be sold, transferred, pledged or otherwise encumbered
before they vest. Subject to the provisions of subparagraphs (b) and (c)
below and any other restrictions imposed by law, certificates evidencing
shares of Restricted Stock that vest will be transferred to the Participant
or, in the event of his death, to the beneficiary or beneficiaries
designated by writing filed by the Participant with the Committee for such
purpose or, if none, to his estate.

(b) Forfeitures. A Participant shall forfeit all unpaid accumulated
dividends and all shares of Restricted Stock which have not vested prior to
the date that his employment with the Company is terminated for any reason.

(c) Certificates Deposited With Company. Each certificate issued in
respect of shares of Restricted Stock awarded under the Plan shall be
registered in the name of the Participant and deposited with the Company.
Each such certificate shall bear the following (or a similar) legend:

"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) relating to Restricted Stock contained in the TeleTech
Holdings, Inc. 1999 Stock Option and Incentive Plan and an agreement
entered into between the registered owner and TeleTech Holdings, Inc.
Copies of such Plan and agreement are on file at the principal office of
TeleTech Holdings, Inc."

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(d) Stockholder Rights. Subject to the foregoing restrictions, each
Participant shall have all the rights of a stockholder with respect to his
shares of Restricted Stock including, but not limited to, the right to vote
such shares.

(e) Dividends. On each Common Stock dividend payment date, each
Participant shall receive an amount equal to the dividend paid on that date
on a share of Common Stock, multiplied by his number of shares of Restricted
Stock.

10. Terms and Conditions of Phantom Stock.

The Committee may, in its discretion, award Phantom Stock to any Participant
under the Plan. Each award of Phantom Stock shall be evidenced by an agreement
between the Company and the Participant. The Committee may at the time of
awarding any Phantom Stock add such additional conditions and limitations to
the Phantom Stock as it shall deem advisable, including, but not limited to,
the right for Participants to receive dividends equivalent to those paid on
Common Stock, limitations on the period or periods within which the Phantom
Stock may be surrendered, and the maximum amount of appreciation to be
recognized with regard to such Phantom Stock. An award of Phantom Stock shall
entitle the Participant to whom it is awarded the right to elect, so long as
such Phantom Stock is vested and subject to such limitations as the Committee
shall have imposed, to surrender any then vested portion of the Phantom Stock,
in whole or in part, and receive from the Company in exchange therefor the Fair
Market Value on the date of surrender of the Common Stock to which the
surrendered Phantom Stock relates in cash or in shares of Common Stock as the
Committee may determine. If a Participant is subject to Section 16(a) and
Section 16(b) of the Exchange Act, the Committee may at any time add such
additional conditions and limitations to such Phantom Stock which, in its
discretion, the Committee deems necessary or desirable in order to comply with
Section 16(a) or Section 16(b) of the Exchange Act and the rules and
regulations promulgated thereunder, or in order to obtain any exemption
therefrom.

11. Manner of Exercise of Options.

To exercise an Option in whole or in part, a Participant, any permitted
transferee of a Participant or, after a Participant's death, a Participant's
executor or administrator, must give written notice to the Committee, stating
the number of shares to which he intends to exercise the Option. The Company
will issue the shares with respect to which the Option is exercised upon
payment in full of the Option Price. The Option Price may be paid (i) in cash,
(ii) in shares of Common Stock having an aggregate Fair Market Value, as
determined on the date of delivery, equal to the Option Price, or (iii) by
delivery of irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds necessary to pay for all Common
Stock acquired through such exercise and any tax withholding obligations
resulting from such exercise. The Option Price may be paid in shares of Common
Stock which were received by the Participant upon the exercise of one or more
Options. The Option Price may be paid in shares of Common Stock which were
received by the Participant as an award of Restricted Stock under the Plan. The
Option Price may be paid by surrender of Tandem SARs equal to the Option Price.

12. Vesting.

(a) A Participant may not exercise an Option, surrender a SAR or Phantom
Stock or transfer, pledge or dispose of any Restricted Stock until it has
become vested. The portion of an Option, SAR or Phantom Stock award or
Restricted Stock that is vested depends upon the period that has elapsed since
the Option Date. Unless the Committee establishes a different vesting schedule
at the time an Option is granted or the Restricted Stock, SAR or Phantom Stock
is awarded, all Options granted under this Plan, Restricted Stock, SARs and
Phantom Stock awarded under this Plan shall vest according to the following
schedule:

Cumulative
Period Elapsed Vested Percentage
-------------- -----------------

First Anniversary of Option Date. 25%
Second Anniversary of Option Date 50%
Third Anniversary of Option Date. 75%
Fourth Anniversary of Option Date 100%

B-7

Except as provided below, if a Participant's employment with the Company or its
Subsidiaries is terminated, for any reason, such Participant automatically
forfeits any Options, Restricted Stock, SARs and/or Phantom Stock that are not
yet vested. A transfer of employment from the Company to a Subsidiary or
affiliate, or vice versa, is not a termination of employment for purposes of
this Plan. Unless the Committee in its sole discretion specifically waives the
application of this sentence, then notwithstanding the vesting schedule
contained herein or in the Participant's agreement, if the Participant's
employment, or if a Director, his membership on the Board, is terminated for
Cause, all Options, SARs, Restricted Stock and/or Phantom Stock granted or
awarded to the Participant will be immediately cancelled and forfeited by the
Participant upon delivery to him of notice of such termination.

(b) If it determines that special circumstances exist, the Committee, in its
sole discretion, may accelerate the time in which an award under the Plan
vests, even if, under its existing terms, such award would not then be
exercisable.

13. Adjustments to Reflect Changes in Capital Structure.

If there is any change in the corporate structure or shares of the Company,
the Board of Directors may, in its discretion, make any adjustments necessary
to prevent accretion, or to protect against dilution, in the number and kind of
shares authorized by the Plan and, with respect to outstanding Options,
Restricted Stock, Phantom Stock and/or SARs, in the number and kind of shares
covered thereby and in the applicable Option Price; provided, however, no
adjustment will be made for the issuance of preferred stock or the conversion
of convertible preferred stock. For the purpose of this Section 13, a change in
the corporate structure or shares of the Company includes, without limitation,
any change resulting from a recapitalization, stock split, stock dividend,
consolidation, rights offering, spin-off, reorganization, or liquidation and
any transaction in which shares of Common Stock are changed into or exchanged
for a different number or kind of shares of stock or other securities of the
Company or another corporation.

14. Non-Transferability of Options, SARs and Phantom Stock.

The Options and SARs granted or Phantom Stock awarded under the Plan are not
transferable, voluntarily or involuntarily, other than by will or the laws of
descent and distribution, or to the extent permissible under Section 422 of the
Code, pursuant to a qualified domestic relations order as defined in Section
414(p) of the Code; provided, however, that the Compensation Committee, in its
discretion, may permit Options to be transferable by a Participant to members
of such Participant's immediate family or to family trusts, partnerships and
other entities comprised solely of the Participant or members of the
Participant's immediate family.

15. Rights as Stockholder.

No Common Stock may be delivered upon the exercise of any Option until full
payment of the Option Price has been made and all income tax withholding
requirements thereon have been satisfied. A Participant has no rights
whatsoever as a stockholder with respect to any shares covered by an Option
until the date of the issuance of a stock certificate for the shares. A
Participant who has been granted SARs or Phantom Stock shall have no rights
whatsoever as a stockholder with respect to such SARs or Phantom Stock.

16. Withholding Tax.

The Company shall have the right to withhold or to require a Participant to
remit to the Company, in cash or shares of Common Stock, with respect to any
payments made to Participants under the Plan, any taxes required by law to be
withheld because of such payments. Subject to the consent of the Committee with
respect to (a) the exercise of an NSO, (b) the lapse of restrictions on
Restricted Stock, (c) a "disqualifying disposition" of an ISO, as determined
pursuant to the Code, or (d) the issuance of any other stock award under the
Plan, a Participant may make an irrevocable election (an "Election") to (i)
have shares of Common Stock otherwise issuable

B-8

withheld, or (ii) tender back to the Company shares of Common Stock received
pursuant to (a), (b), or (d), or (iii) deliver back to the Company pursuant to
(a), (b), or (d) previously acquired shares of Common Stock having a Fair
Market Value sufficient to satisfy all or part of the Participant's estimated
tax obligations. Such Election must be made by a Participant prior to the date
on which the relevant tax obligation arises. The Committee may disapprove of
any Election, may suspend or terminate the right to make Elections, or may
provide with respect to any award under this Plan that the right to make
Elections shall not apply to such award.

17. No Right To Employment.

Participation in the Plan will not give any Participant a right to be
retained as an employee of the Company or any subsidiary, or any right or claim
to any benefit under the Plan, unless the right or claim has specifically
accrued under the Plan.

18. Amendment of the Plan.

The Committee may from time to time amend or revise the terms of this Plan
in whole or in part and may without limitation, adopt any amendment deemed
necessary, subject only to applicable laws, regulations and the rules and
regulations of the Nasdaq Stock Exchange or any national stock exchange upon
which the Common Stock may be listed; provided, however, that (a) except as
provided in Section 4(h), no change in any award previously granted to a
Participant may be made that would impair the rights of the Participant without
the Participant's consent, or (b) no amendment may extend the period during
which a Participant may exercise an ISO beyond the period set forth in Section
6(a)(ii) or 6(e). Any approval required or desired from the Company's
stockholders to any amendment shall require a vote of the majority of the
shares of the Company's Common Stock and preferred stock voting together as one
class, present in person or by proxy at a duly held stockholders meeting or by
written consent. All amendments shall be in writing and consented to by a
majority of the members of the Committee.

19. Conditions Upon Issuance of Shares.

An Option shall not be exercisable, a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and Restricted Stock shall not be
awarded until such time as the Plan has been approved by the Stockholders of
the Company and unless the award of Restricted Stock, exercise of such Option
and the issuance and delivery of such share pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares of Common stock
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance. As a condition to the exercise of
an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Common Stock is
being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.

20. Effective Date and Termination of Plan.

(a) Effective Date. This Plan is effective as of the later of the date of
its adoption by the Board or, if approval of the Company's stockholders is
sought, the date the Plan is approved by the stockholders of the Company.

(b) Termination of the Plan. The Committee may terminate the Plan at any
time with respect to any shares that are not then subject to Options or
Restricted Stock. Termination of the Plan will not affect the rights and
obligations of any Participant with respect to Options, SARs, Phantom Stock or
Restricted Stock awarded before termination.

B-9

21. Annual Option Grants to Outside Directors.

On the date of each annual meeting of stockholders, each Outside Director
who does not own, directly or indirectly, over 5% of the issued and outstanding
Common Stock shall be granted an Option to purchase 15,000 shares of Common
Stock and, for each committee on which such director has been appointed to
serve, such committee member shall be granted an option to purchase 8,000
shares of Common Stock.

B-10

Appendix C

TELETECH HOLDINGS, INC.

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

1. Purpose.

The purpose of the Plan (as defined herein) is to assist TeleTech Holdings,
Inc., a Delaware corporation (the "Company"), and its Affiliates (as defined
herein) in retaining the employment of qualified employees by offering them a
greater stake in and a closer identity with the Company's success, and to aid
in obtaining the services of individuals whose employment would be helpful to
the Company and would contribute to its success. This is to be accomplished by
providing employees a continuing opportunity to purchase Shares (as defined
herein) from the Company through periodic offerings.

The Plan is intended to comply with the provisions of section 423 of the
Code (as defined herein), and the Plan shall be administered, interpreted and
construed accordingly. The Plan became effective on October 1, 1996 and was
amended and restated (i) effective April 1, 2000, with the approval of the
stockholders of the Company on May 3, 2000; (ii) again on August 16, 2000 with
the approval of the Company's Board of Directors; and (iii) again on August 29,
2001 with the approval of the Company's Board of Directors to be submitted to a
vote of the stockholders of the Company at the 2002 Annual Meeting of the
Stockholders.

2. Definitions.

For purposes of the Plan:

(a) "Account" means the non-interest bearing account that the Company (or
the Affiliate which employs the Participant) shall establish for Participants
to which Participants' payroll deductions pursuant to the Plan shall be
credited.

(b) "Affiliate" means any corporation that, at the time in question, is a
"parent" of the Company within the meaning of section 424(e) of the Code, or is
a "subsidiary" of the Company within the meaning of section 424(f) of the Code.

(d) "Board" means the Board of Directors of the Company.

(e) "Code" means the Internal Revenue Code of 1986, as amended.

(f) "Committee" means the committee described in Paragraph 3(a).

(g) "Company" means TeleTech Holdings, Inc.

(h) "Compensation" means the total amount of compensation for services paid
to a Participant for an Offering Period by the Company and the Affiliates that
would be reportable on Internal Revenue Service Form W-2, including without
limitation commissions and bonus paid to the Participant under the TeleTech
Holdings, Inc., Management Incentive Plan or otherwise, plus amounts that are
not includible in income for federal income tax purposes that a Participant
elects to contribute pursuant to an arrangement described in section 125 or
section 401(k) of the Code.

(i) "Date Of Grant" means the first business day of an Offering Period.

C-1

(j) "Eligible Employee" means any employee of the Company or any Affiliate
who meets the eligibility requirements of Paragraph 4.

(k) "Fair Market Value" means, on any given date, the closing price of the
Shares on the principal national securities exchange on which the Shares are
listed on such date, or, if the Shares are not listed on any national
securities exchange, the closing price of the Shares as reported on the Nasdaq
on such date, or if the Shares are not so reported, the fair market value of
the Shares as determined by the Committee in good faith. If there are no sales
reports or bid or ask quotations, as the case may be, for a given date, the
closest preceding date on which there were sales reports shall be used.

(l) "Investment Account" means the account established for a Participant
pursuant to Paragraph 9(a) to hold Shares acquired for a Participant pursuant
to the Plan.

(m) "Nasdaq" means The Nasdaq Stock Market, Inc.

(n) "Offering Period" means (i) from October 1, 1996 through September 30,
2000, each semi-annual period ending on March 31 and September 30; (ii)
beginning October 1, 2000, the semi-annual period from October 1, 2000 through
and including April 15, 2001; and (iii) beginning April 16, 2001, the
semi-annual periods beginning on April 16 and October 16 and ending on October
15 and April 15 respectively, unless otherwise terminated earlier pursuant to
paragraph 16.

(o) "Participant" means an Eligible Employee who makes an election to
participate in the Plan in accordance with Paragraph 5.

(p) "Plan" means the TeleTech Holdings, Inc. Employee Stock Purchase Plan as
set forth in this document, and as may be amended from time to time.

(q) "Purchase Date" means the last business day of an Offering Period.

(r) "Purchase Price" means, with respect to any Offering Period, the lesser
of:

(i) eighty-five percent (85%) of the Fair Market Value of a Share on the
Date of Grant of such Offering Period; or

(ii) eighty-five percent (85%) of the Fair Market Value of a Share on the
Purchase Date of such Offering Period.

(s) "Share" or "Shares" means a share or shares of Common Stock, $.01 par
value, of the Company.

(t) "Subscription Agreement" means the agreement between the Participant and
the Company or Affiliate pursuant to which the Participant authorizes payroll
deductions to the Account.

3. Administration.

(a) The Plan shall be administered by the Compensation Committee of the
Board (the "Committee"), or such other committee as may be designated by the
Board to serve as the administrative committee for the Plan. All Committee
members shall serve, and may be removed, in accordance with the general rules
applicable to the Committee.

(b) For purposes of administration of the Plan, a majority of the members of
the Committee (but not less than two) shall constitute a quorum, and any action
taken by a majority of such members of the Committee present at any meeting at
which a quorum is present, or any action approved in writing by all members of
the Committee, shall be the action of the Committee.

C-2

(c) Subject to the express provisions of the Plan, the Committee shall have
full discretionary authority to interpret the Plan, to issue rules for
administering the Plan, to change, alter, amend or rescind such rules, and to
make all other determinations necessary or appropriate for the administration
of the Plan. The Committee shall have the discretion at its election to impose
a holding period during which the sale of Shares acquired under the Plan is
restricted for a period of time after purchase; provided that reasonable
advance notice is given to Participants. All determinations, interpretations
and constructions made by the Committee with respect to the Plan shall be final
and conclusive. No member of the Board of Directors or the Committee shall be
liable for any action, determination or omission taken or made in good faith
with respect to the Plan or any right granted thereunder.

(d) The Committee or its delegatee under Section 3(e) may engage an Agent to
perform custodial and record keeping functions for the Plan, such as holding
record title to the Participants' Share certificates, maintaining an individual
Investment Account for each such Participant and providing periodic account
status reports to such Participants.

(e) The Committee shall have full discretionary authority to delegate
ministerial functions to the management of the Company.

4. Eligibility.

All employees of the Company and its Affiliates shall be eligible to
participate in the Plan, except (a) an employee who has not worked for the
Company or an Affiliate for at least three months, beginning at least three
months prior to an Offering Period and ending on the first day of an Offering
Period, (b) any employee who owns stock possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company or an
Affiliate, (c) any employee whose customary employment does not exceed 20 hours
per week, and (d) any employee whose customary employment does not exceed five
months in any calendar year. In determining whether an employee owns 5% or more
of the stock of the Company or an Affiliate, the rules of section 424(d) of the
Code shall apply and stock which the employee may purchase under outstanding
options, including rights to purchase stock under the Plan, shall be treated as
stock owned by the employee.

For purposes of this Paragraph 4, the term "employment" shall be interpreted
in accordance with the provisions of Treasury Regulation Section 1.421-7(h) (or
any successor thereto).

5. Election to Participate.

(a) Subscription Agreements. Each Eligible Employee may become a
Participant by executing and submitting a Subscription Agreement to the Company
at least seven (7) days prior to the beginning of the Offering Period in which
payroll deductions will be made, authorizing specified regular payroll
deductions. Subscription Agreements may not be retroactive. Subject to the
limits of Paragraph 5(b), payroll deductions may be in any whole dollar amount,
but not less than a rate of $50 per month, and shall be made on an after-tax
basis. All payroll deductions shall be recorded in the Accounts. All funds
recorded in Accounts may be used by the Company and its Affiliates for any
corporate purpose, subject to the Participant's right to withdraw at any time
an amount equal to the entire cash balance accumulated in his or her Account as
described in Paragraph 8. Once a Participant has withdrawn from participation
in the Plan for an Offering Period, the former Participant must submit a new
Subscription Agreement at least seven (7) days prior to the beginning of any
subsequent Offering Period in which the former Participant elects to
participate. Funds credited to Accounts shall not be required to be segregated
from the general funds of the Company or any Affiliate.

(b) Contribution Limit. The sum of all regular payroll deductions
authorized under Paragraph 5(a) shall not exceed the lesser of (i) the maximum
amount permitted by Section 423 of the Code, and (ii) 15% of the Participant's
Compensation.

C-3

(c) No Interest on Funds in Accounts. No interest shall accrue for the
benefit of or be paid to any Participant with respect to funds held in any
Account for such Participant.

6. Deduction Changes.

A Participant may decrease (but may not increase) his or her payroll
deduction by executing and submitting to the Company a new Subscription
Agreement, subject to the minimum and maximum contribution limits set forth in
Section 5 above. The change will become effective as soon as practicable
following the receipt of such new Subscription Agreement by the Committee or
its delegatee.

7. Limit on Purchase of Shares.

(a) No Eligible Employee may be granted a right to purchase Shares under the
Plan to the extent that, immediately following such grant, such Eligible
Employee would have rights to purchase equity securities of the Company, under
all plans of the Company and Affiliates that are intended to meet the
requirements of section 423 of the Code, that accrue at a rate which exceeds
$25,000 of Fair Market Value (determined at the time the rights are granted)
for each calendar year in which such rights to purchase equity securities of
the Company are outstanding at any time. For purposes of this Paragraph 7:

(i) The right to purchase Shares accrues when the right (or any portion
thereof) first becomes exercisable during the calendar year;

(ii) A right to purchase Shares that has accrued under one grant of
rights under the Plan may not be carried over to any other grant of rights
under the Plan or any other plan; and

(iii) The limits of this Paragraph 7 shall be interpreted by the
Committee in accordance with applicable rules and regulations issued under
section 423 of the Code.

(b) No Eligible Employee may be granted a right to purchase Shares under the
Plan if, immediately following such grant, such Eligible Employee would own
stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or an Affiliate. In determining stock ownership
for purposes of the preceding sentence, the rules of section 425(d) of the Code
shall apply and stock that the Eligible Employee may purchase under outstanding
options, including rights to purchase stock under the Plan, shall be treated as
stock owned by the Participant.

8. Withdrawal of Funds.

Notwithstanding anything contained herein to the contrary, a Participant may
at any time prior to a Purchase Date and for any reason withdraw from
participation in the Plan for an Offering Period, in which case the entire cash
balance accumulated in his or her Account shall be paid to such Participant as
soon as practicable thereafter. Partial withdrawals shall not be permitted. Any
such withdrawing Participant may again commence participation in the Plan in a
subsequent Offering Period by executing and submitting to the Company a
Subscription Agreement at least seven (7) business days prior to the beginning
of such Offering Period.

9. Method of Purchase and Investment Accounts.

(a) Exercise of Option for Shares. Each Participant having funds credited
to an Account on a Purchase Date shall be deemed, without any further action,
to have exercised on such Purchase Date the option to purchase from the Company
the number of whole Shares that the funds in such Account would purchase at the
Purchase Price, subject to the limit:

(i) on the aggregate number of Shares that may be made available for
purchase to all Participants under the Plan; and

C-4

(ii) on the number of Shares that may be made available for purchase to
any individual Participant, as set forth in Paragraphs 5(b) and 7.

Such option shall be deemed exercised if the Participant does not withdraw such
funds before the Purchase Date. All Shares so purchased shall be credited to a
separate Investment Account established by the Agent for each Participant. The
Agent shall hold in its name or the name of its nominee all certificates for
Shares purchased until such Shares are withdrawn by a Participant pursuant to
Paragraph 11. Fractional Shares may not be purchased under the Plan. Any funds
remaining in the Account of a Participant after a Purchase Date shall be
retained in the Account for the purchase of additional Shares in subsequent
Offering Periods.

(b) Dividends on Shares Held in Investment Accounts. All cash dividends, if
any, paid with respect to the Shares credited to a Participant's Investment
Account shall, unless otherwise directed by the Committee, be credited to his
or her Account and used, in the same manner as other funds credited to
Accounts, to purchase additional Shares under the Plan on the next Purchase
Date, subject to Participants' withdrawal rights against Accounts and the other
limits of the Plan.

(c) Adjustment of Shares on Application of Aggregate Limits. If the total
number of Shares that would be purchased pursuant to Paragraph 9(a) but for the
limits described in Paragraph 9(a)(i) or Paragraph 10 exceeds the number of
Shares available for purchase under the Plan for a particular Offering Period,
then the number of available Shares shall be allocated among the Investment
Accounts of Participants in the ratio that the amount credited to a
Participant's Account as of the Purchase Date bears to the total amount
credited to all Participants' Accounts as of the Purchase Date. The cash
balance not applied to the purchase of Shares shall be held in Participants'
Accounts subject to the terms and conditions of the Plan.

10. Stock Subject to Plan.

The maximum number of Shares that may be issued pursuant to the Plan is
1,000,000, subject to adjustment in accordance with Section 19. The Shares
delivered pursuant to the Plan may, at the option of the Company, be Shares
purchased specifically for purposes of the Plan, shares otherwise held in
treasury or Shares originally issued by the Company for such purposes. In
addition, the Committee may impose such limitations as it deems appropriate on
the number of Shares that shall be made available for purchase under the Plan
during any Offering Period.

11. Withdrawal of Certificates.

A Participant shall have the right at any time to receive a certificate or
certificates for all or a portion of the Shares credited to his or her
Investment Account by giving written notice to the Company; provided, however,
that no such request may be made more frequently than once per Offering Period.

12. Registration of Certificates.

Each certificate for Shares withdrawn by a Participant may be registered
only in the name of the Participant, or, if the Participant has so indicated in
the manner designated by the Committee, in the Participant's name jointly with
a member of the Participant's family, with right of survivorship. A Participant
who is a resident of a jurisdiction which does not recognize such a joint
tenancy may have certificates registered in the Participant's name as tenant in
common or as community property with a member of the Participant's family
without right of survivorship.

13. Voting.

The Agent shall vote all Shares held in an Investment Account in accordance
with the Participant's instructions.

C-5

14. Termination of Employment.

Any Participant (a) whose employment by the Company and all Affiliates is
terminated for any reason (except death) or (b) who shall cease to be an
Eligible Employee, in either case during an Offering Period, shall cease being
a Participant as of the date of such termination of employment or cessation of
eligibility. Upon such event, the entire cash balance in such Participant's
Account shall be refunded as soon as practicable.

15. Death of a Participant.

If a Participant shall die during an Offering Period, no further payroll
deductions shall be taken on behalf of the deceased Participant. The executor
or administrator of the deceased Participant's estate may elect to withdraw the
balance in said Participant's Account by notifying the Company in writing prior
to the Purchase Date in respect of such Offering Period. In the event no
election to withdraw has been made, the balance accumulated in the deceased
Participant's Account shall be used to purchase Shares in accordance with the
provisions of the Plan.

16. Merger, Reorganization, Consolidation or Liquidation.

In the event of a merger, reorganization or consolidation (regardless of
whether the Company is the surviving entity) that results in any person or
entity other than Kenneth Tuchman owning more than 50% of the combined voting
power of all classes of stock then outstanding or the liquidation of all of the
assets of the Company, the Committee in its sole discretion may either (a)
require that the surviving entity provide to each Participant rights which are
equivalent to such Participant's rights under the Plan, or (b) cause the
Offering Period to end on the date immediately prior to the consummation of
such merger or other transaction.

17. Governing Law; Compliance with Law.

This Plan shall be construed in accordance with the laws of the State of
Delaware. The Company's obligation to sell and deliver shares of Common Stock
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any regulatory or governmental agency as
may, in the opinion of counsel for the Company, be required.

18. Assignment.

The purchase rights granted hereunder are not assignable or transferable by
the Participants, other than by will or the laws of descent and distribution.
Any attempted assignment, transfer or alienation not in compliance with the
terms of this Plan shall be null and void for all purposes and respects.

19. No Rights as Stockholder.

No Eligible Employee or Participant shall by reason of participation in this
Plan have any rights of a stockholder of the Company until he or she acquires
Shares on a Purchase Date as herein provided.

20. No Right to Continued Employment.

Neither the Plan nor any right granted under the Plan shall confer upon any
Participant any right to continuance of employment with the Company or any
Affiliate, or interfere in any way with the right of the Company or Affiliate
to terminate the employment of such Participant.

21. Adjustments in Case of Changes Affecting Shares.

In the event of a subdivision of outstanding Shares, or the payment of a
stock dividend, the Share limit set forth in Paragraph 10 shall be adjusted
proportionately, and such other adjustments shall be made as may be

C-6

deemed equitable by the Committee. In the event of any other change affecting
Shares (including any event described in section 424(a) of the Code), such
adjustment, if any, shall be made as may be deemed equitable by the Committee
to give proper effect to such event, subject to the limitations of section 424
of the Code.

22. Amendment of the Plan.

The Committee may at any time, or from time to time, amend this Plan in any
respect; provided, however, that any amendment to the Plan that is treated for
purposes of section 423 of the Code and regulations issued pursuant thereto as
the adoption of a new plan shall be effective only if such amendment is
approved by the stockholders of the Company within 12 months of the adoption of
such amendment in a manner that meets the requirements for stockholder approval
under such Code section and regulations.

23. Termination of the Plan.

The Plan and all rights of employees under any offering hereunder shall
terminate at such time as the Committee, at its discretion, chooses to
terminate the Plan. Upon termination of this Plan, all amounts in the Accounts
of Participants shall be carried forward into the Participant's Account under a
successor plan, if any, or shall be promptly refunded and certificates for all
Shares credited to a Participant's Investment Account shall be forwarded to him
or her.

24. Governmental Regulations.

(a) Anything contained in this Plan to the contrary notwithstanding, the
Company shall not be obligated to sell or deliver any Share certificates under
this Plan unless and until the Company is satisfied that such sale or delivery
complies with (i) all applicable requirements of the governing body of the
principal market in which such Shares are traded, (ii) all applicable
provisions of the Securities Act of 1933, as amended, (the "Act") and the rules
and regulations thereunder and (iii) all other laws or regulations by which the
Company is bound or to which the Company is subject.

(b) The Company (or an Affiliate) may make such provisions as it may deem
appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with any Shares.
The obligation of the Company to deliver certificates under this Plan is
conditioned upon the satisfaction of the provisions set forth in the preceding
sentence.

25. Repurchase of Shares.

The Company shall not be required to repurchase from any Participant any
Shares which such Participant acquires under the Plan.

C-7

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PROXY PROXY

This Proxy is Solicited on Behalf of the Board of Directors of
TELETECH HOLDINGS, INC.

The undersigned, having received Notice of Annual Meeting and Proxy
Statement, hereby appoints KENNETH TUCHMAN and JAMES KAUFMAN, and each of them,
proxies with full power of substitution, for and in the name of the undersigned,
to vote all shares of Common Stock of TELETECH HOLDINGS, INC. owned of record
by the undersigned at the 2002 Annual Meeting of Stockholders to be held at
TeleTech's headquarters located at 9197 S. Peoria Street, Englewood, Colorado
80012, on May 23, 2002 at 10:00 a.m. local time, and any adjournments or
postponements thereof, in accordance with the directions marked on the reverse
side hereof. The proxies, or each of them, in their or his sole discretion, are
authorized to vote for the election of a person nominated to the Board of
Directors if any nominee named herein becomes unable to serve or if for any
reason whatsoever, another nominee is required, and the proxies, or each of
them, in their or his sole discretion are further authorized to vote on other
matters which may properly come before the 2002 Annual Meeting and any
adjournments or postponements thereof.

You are encouraged to specify your choices by marking the appropriate boxes (SEE
REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The proxies cannot vote your
shares unless you sign and return this card.

(Please Sign on Other Side)

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ADMISSION TICKET

Annual Meeting of Stockholders
TELETECH HOLDING, INC.

Thursday, May 23, 2002
10:00 a.m. MST

TeleTech Headquarters
9197 S. Peoria Street
Englewood, CO 80112
303-397-8100

Please date, sign and mail your
proxy card back as soon as possible!

| |
\|/ Please Detach and Mail in the Envelope Provided \|/

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------- Please mark your
A X votes as in this
------- example using dark
ink only.

FOR ALL WITHHOLD
NOMINEES AUTHORITY
(except as to vote for
indicated below) all nominees
1. Election of
Directors [_] [_]

(Instruction: To withhold authority NOMINEES:
to vote for an individual nominee, KENNETH TUCHMAN
strike a line through the nominee's JAMES BARLETT
name at right.) ROD DAMMEYER
GEORGE HEILMEIER
MORTON MEYERSON
ALAN SILVERMAN

The Board of Directors recommends a vote
FOR all nominees and FOR Proposals 2 and 3.

FOR AGAINST ABSTAIN
2. Approval of Amendment to the TeleTech [_] [_] [_]
Holdings, Inc. Amended and Restated
1999 Stock Option Plan
FOR AGAINST ABSTAIN
3. Approval of Amendment to the TeleTech [_] [_] [_]
Holdings, Inc. Employee Stock Purchase
Plan
Yes No
Do you plan to attend the Annual Meeting? [_] [_]

This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted "FOR" all of the Board of
Directors' nominees and "FOR" Proposals 2 and 3.

SIGNATURE(S)_____________________________________________ DATE_________________

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.

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