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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [ ]

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 Rule 14a-11(c) or Rule 14a-12

SYKES ENTERPRISES, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
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(SYKES LOGO)

100 NORTH TAMPA STREET
SUITE 3900
TAMPA, FLORIDA 33602
---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2001
---------------------

To the Shareholders of Sykes Enterprises, Incorporated:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of Sykes Enterprises, Incorporated (the "Company") will be held at the
Hyatt Regency, 211 North Tampa Street, Tampa, Florida, on Thursday, April 26,
2001, at 10:00 a.m., Eastern Standard Time, for the following purposes:

1. To elect three directors to hold office until the 2004 Annual
Meeting of Shareholders; one director to hold office until the 2003
Annual Meeting of Shareholders; and one director to hold office
until the 2002 Annual Meeting of Shareholders

2. To approve the adoption of the Company's 2001 Equity Incentive
Plan;

3. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company; and

4. To transact any other business as may properly come before the
Annual Meeting.

Only shareholders of record as of the close of business on March 15, 2001,
will be entitled to vote at the Annual Meeting or any adjournment or
postponement of the Annual Meeting. Information relating to the matters to be
considered and voted on at the Annual Meeting is set forth in the proxy
statement accompanying this Notice.
By Order of the Board of Directors,

/s/ JAMES T. HOLDER
-----------------------------------
James T. Holder
Secretary
March 27, 2001

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE VOTE ON THE
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING BY COMPLETING THE ENCLOSED PROXY
AND MAILING IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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(Sykes Logo)

100 NORTH TAMPA STREET
SUITE 3900
TAMPA, FLORIDA 33602
---------------------

PROXY STATEMENT
FOR
2001 ANNUAL MEETING OF SHAREHOLDERS

---------------------

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Sykes Enterprises, Incorporated
(the "Company") for the Annual Meeting of Shareholders (the "Annual Meeting") to
be held at the Hyatt Regency, 211 North Tampa Street, Tampa, Florida, on
Thursday April 26, 2001, at 10:00 a.m., Eastern Standard Time, or any
adjournment or postponement of the Annual Meeting.

If the accompanying proxy form ("Proxy") is completed, signed, dated,
returned to the Company, and not revoked, the shares represented by the Proxy
will be voted at the Annual Meeting as directed by the shareholder on the Proxy.
The giving of the Proxy does not affect the right to vote in person if the
shareholder attends the Annual Meeting. The shareholder may revoke the Proxy at
any time prior to the voting of the shares represented by the Proxy.

This Proxy Statement and the annual report to shareholders of the Company
for the year ended December 31, 2000, are first being mailed on or about March
27, 2001, to shareholders entitled to vote at the Annual Meeting.

SHAREHOLDERS ENTITLED TO VOTE

The record date for the Annual Meeting is March 15, 2001. Only shareholders
of record as of the close of business on the record date are entitled to notice
of the Annual Meeting and to vote at the Annual Meeting. As of the record date,
39,611,555 shares of common stock and 491,666 exchangeable shares were
outstanding and entitled to vote at the Annual Meeting. An aggregate of
40,103,221 shares are entitled to vote at the Annual Meeting. Each share of
common stock and each exchangeable share is entitled to one vote on all matters
submitted to a vote of shareholders. The exchangeable shares will be voted by
Firstar Bank, N.A. ("Firstar") as trustee for the holders of the exchangeable
shares.

In connection with the Company's acquisition of Oracle Service Networks
Corporation in 1998, former shareholders of Oracle were issued exchangeable
shares as consideration for their Oracle common stock. Each exchangeable share
can be exchanged for one share of Sykes common stock at any time. Exchangeable
shares are entitled to the same rights, benefits, and privileges, including
voting rights, as Sykes common stock. The voting rights of the exchangeable
shares are held through a voting trust, pursuant to which the Company
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issued to Firstar one share of Special Preferred Voting Stock. The share of
Special Preferred Voting Stock is entitled to the number of votes equal to the
number of outstanding exchangeable shares. Holders of exchangeable shares are
entitled to instruct Firstar as to the voting of the number of votes represented
by the holder's exchangeable shares, and Firstar will exercise each vote
attached to the Special Preferred Voting Stock only as directed by the Holders
of the exchangeable shares. If a holder of exchangeable shares does not instruct
Firstar how to vote, Firstar will not exercise those votes. A holder of
exchangeable shares may attend the Annual Meeting and vote such holder's number
of votes in person. A holder of exchangeable shares also may instruct Firstar to
give a proxy to such holder entitling the holder to vote such holder's number of
votes in person or to grant to the Company's management a proxy to vote such
votes. Firstar has furnished this Proxy Statement, the notice of the Annual
Meeting, the annual report to shareholders of the Company for the year ended
December 31, 2000, and other related materials to the record holders of
exchangeable shares.

The common stock and the exchangeable shares (through the voting trust
described above) vote together as a single class. Votes cast by proxy or in
person at the Annual Meeting will be tabulated by the inspector of elections
appointed for the Annual Meeting, who will also determine whether a quorum is
present for the transaction of business. The Company's Bylaws provide that a
quorum is present if the holders of a majority of the issued and outstanding
shares of common stock entitled to vote at the meeting are present in person or
represented by proxy. Abstentions will be counted as shares that are present and
entitled to vote for purposes of determining whether a quorum is present. Shares
held by nominees for beneficial owners will also be counted for purposes of
determining whether a quorum is present if the nominee has the discretion to
vote on at least one of the matters presented, even though the nominee may not
exercise discretionary voting power with respect to other matters and even
though voting instructions have not been received from the beneficial owner (a
"broker non-vote"). Abstentions and broker non-votes are not counted in
determining whether a proposal has been approved.

Under Florida law, if a quorum exists, directors are elected by a plurality
of the votes cast by the shares entitled to vote in the election.

Shareholders are requested to vote by completing the enclosed Proxy and
returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their votes in the spaces provided on the
Proxy. Proxies solicited by the Board of Directors of the Company will be voted
in accordance with the directions given in the Proxy. Where no instructions are
indicated, signed Proxies will be voted FOR each of the proposals listed in the
Notice of Annual Meeting of Shareholders. Returning your completed Proxy will
not prevent you from voting in person at the Annual Meeting, should you be
present and wish to do so.

Any shareholder giving a Proxy has the power to revoke it at any time
before it is exercised by:

- filing with the Secretary of the Company written notice of revocation,

- submitting a duly executed Proxy bearing a later date than the previous
Proxy, or

- appearing at the Annual Meeting and giving the Secretary notice of his or
her intention to vote in person.

Proxies solicited by this Proxy Statement may be exercised only at the
Annual Meeting and any adjournment of the Annual Meeting and will not be used
for any other meeting. Proxies solicited by this Proxy Statement will be
returned to the Board of Directors and will be tabulated by an inspector of
elections designated by the Board of Directors who will not be employed by the
Company or any of its affiliates.

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The cost of solicitation of Proxies by mail on behalf of the Board of
Directors will be borne by the Company. Proxies also may be solicited by
personal interview or by telephone by directors, officers, and other employees
of the Company without additional compensation. The Company also has made
arrangements with brokerage firms, banks, nominees, and other fiduciaries to
forward proxy solicitation materials for shares of common stock held of record
to the beneficial owners of such shares. The Company will reimburse such record
holders for their reasonable out-of-pocket expenses.

PROPOSAL 1:

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THE FOLLOWING NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE "FOR" THE NOMINEES. EXECUTED
PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED AT THE ANNUAL MEETING IN FAVOR OF
THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED BELOW, UNLESS AUTHORITY TO DO SO
IS WITHHELD.

The Company's Board of Directors is divided into three classes (designated
"CLASS I," "CLASS II," and "CLASS III"), as nearly equal as possible, with each
class serving three-year terms expiring at the third annual meeting of
shareholders after their elections. The term of the current CLASS II directors
expires at the 2001 Annual Meeting of Shareholders. Accordingly, three CLASS II
directors will be elected at the Annual Meeting to serve until their terms
expire at the 2004 Annual Meeting of Shareholders (in each case, until their
respective successors are elected and qualified).

In addition to the Class II directors whose terms expire at the 2001 Annual
Meeting of Shareholders, the Florida Business Corporation Act requires that any
director elected by the Board of Directors to fill a vacancy on the Board, must
stand for re-election at the next meeting of the shareholders. Two directors
were elected by the Board during the year 2000 to fill vacancies. Both of these
directors will be elected at the Annual Meeting to serve until the terms of
their respective Classes expire or until their respective successors are elected
and qualified.

In the event any such nominee is unable to serve, the persons designated as
proxies will cast votes for such other person in their discretion as a
substitute nominee. The Board of Directors has no reason to believe that the
nominees named below will be unavailable, or if elected, will decline to serve.

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NOMINEES FOR DIRECTORS

CLASS II -- TERM EXPIRES AT THE 2001 ANNUAL MEETING

NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- --- ------------------------------------------

H. Parks Helms............................. 65 H. Parks Helms has served as a director of
the Company since its inception in 1977 and
is a member of the Audit Committee. Mr.
Helms is President and Managing Partner of
the law firm of Helms, Cannon, Henderson &
Porter, P.A., in Charlotte, North Carolina
and has been with the firm for more than
the past five years. Mr. Helms has held
numerous political appointments and elected
positions, including as a member of the
North Carolina House of Representatives. He
currently is Chairman of the Mecklenburg
County, North Carolina Board of County
Commissioners.
Adelaide A. (Alex) Sink.................... 52 Adelaide A. (Alex) Sink was elected to the
Company's Board of Directors in June 1997
and is a member of the Audit Committee. Ms.
Sink has been retired since July, 2000.
Prior to retiring, Ms. Sink served as
President of the Florida Banking Group for
Bank of America for more than the prior
five years, except for a five-month period
in 1998 when she served as President of
NationsBank Private Client Group
nationwide. Ms. Sink currently serves on
several community and statewide volunteer
boards in Florida.

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NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- --- ------------------------------------------

Linda F. McClintock-Greco, M.D............. 46 Linda F. McClintock-Greco, M.D. was elected
to the Board of Directors of the Company in
May of 1998 and is a member of the
Compensation Committee, the Stock Option
Committee, and the Nominating Committee.
Since 1998, Dr. McClintock-Greco has been
the President and Chief Executive Officer
of Greco & Assoc. Consulting, a healthcare
consulting firm, and in that capacity
serves as the vice president of Medical
Affairs for Entrusted Healthcare Management
Services for the State of Florida. Until
1998, she served as Chief Executive Officer
and Chief Medical Officer of Tampa General
HealthPlan, Inc. (HealthEase) and had spent
the past 11 years in the health care
industry as both a private practitioner in
Texas and a managed care executive serving
as the Regional Medical Director with
Humana Health Care Plan. Dr. McClintock-
Greco serves on the Board of Directors of
the Florida Association of Managed Care
Organizations (FAMCO) currently acting as
Treasurer. Dr. McClintock-Greco also serves
on the board of several charitable
organizations.

CLASS I -- INTERIM TERM OF DIRECTOR ELECTED TO FILL VACANCY
EXPIRES AT THE 2001 ANNUAL MEETING

NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- --- ------------------------------------------

Thomas F. Skelly........................... 67 Thomas F. Skelly was appointed to the Board
of Directors in July 2000 and is a member
of the Audit Committee. Previously, Mr.
Skelly served as the Senior Vice President
of Finance and Chief Financial Officer of
The Gillette Company for 17 years, before
retiring in 1997. Mr. Skelly also serves on
the Board of Trustees for Northeastern
University and serves on the Board of
Directors of Signal Technology Corporation.

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CLASS III -- INTERIM TERM OF DIRECTOR ELECTED TO FILL VACANCY
EXPIRES AT THE 2001 ANNUAL MEETING

NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- --- ------------------------------------------

William J. Meurer.......................... 57 William J. Meurer was elected to the Board
of Directors in October 2000 and is a
member and Chairman of the Audit Committee.
Previously, Mr. Meurer was employed 35
years with Arthur Andersen LLP where he
served most recently as the Managing
Partner for Arthur Andersen's Central
Florida operations. Mr. Meurer also serves
on the Board of Trustees for St. Josephs
Baptist Health Care.

DIRECTORS WHOSE TERMS OF OFFICE CONTINUE

CLASS I -- TERM EXPIRES AT THE 2002 ANNUAL MEETING

NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- --- ------------------------------------------

Gordon H. Loetz............................ 51 Gordon H. Loetz was elected to the
Company's Board of Directors in 1993 and
currently serves as Vice Chairman of the
Board of Directors. In February 1999, Mr.
Loetz became a director and President of
Sykes Financial Services, Inc., a wholly
owned subsidiary of the Company. From
November 1997 through February 1999, Mr.
Loetz served as the Company's Executive
Vice President and Chief Operating Officer.
Prior to November 1997, Mr. Loetz served as
the President of CFS Insurance Agency, Inc.
In addition, Mr. Loetz founded
Comprehensive Financial Services, a
financial investment advisory company.
Ernest J. Milani........................... 71 Ernest J. Milani was elected to the
Company's board of Directors in April 1996
and is Chairman of the Compensation
Committee and the Stock Option Committee
and is a member of the Nominating
Committee. Until 1996, Mr. Milani held
various positions with CDI Corporation, a
publicly held provider of engineering and
technical services, most recently as
President of CDI Corporation Northeast and
CDI Technical Services Ltd., both of which
are subsidiaries of CDI Corporation.

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NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- --- ------------------------------------------

Iain A. Macdonald.......................... 56 Iain A. Macdonald was elected to the Board
of Directors of the Company in March 1998
and is Chairman of the Nominating
Committee. Prior to joining the Company's
board, Mr. Macdonald served as a director
of McQueen International Ltd. from 1996
until its acquisition by the Company. Until
1995, Mr. Macdonald was Chairman of
ComputerGroup plc, a supplier of personal
computers, networks, and related services.
Mr. Macdonald also serves on the Board of
Directors of Frederick's Dairies, Ltd.;
Signs & Labels, Ltd.; Lincoln Software,
Ltd.; and Warthog Software, Ltd.

CLASS III -- TERM EXPIRES AT THE 2003 ANNUAL MEETING

NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- --- ------------------------------------------

John H. Sykes.............................. 64 John H. Sykes has been Chairman of the
Board of Directors of the Company since its
inception in 1977. He also served as
President and Chief Executive Officer of
the Company from inception until December
1998, and has resumed these functions from
November 2000 to the present. Previously,
Mr. Sykes was Senior Vice President of CDI
Corporation, a publicly held technical
services firm.
Furman P. Bodenheimer, Jr.................. 71 Furman P. Bodenheimer, Jr. was elected to
the Board of Directors of the Company in
1991 and is a member of the Compensation
and Stock Option Committees. Mr.
Bodenheimer has been President and Chief
Executive Officer of Zickgraf Enterprises,
Inc. and Nantahala Lumber in Franklin,
North Carolina for more than the past five
years.

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PROPOSAL 2:

APPROVAL OF THE SYKES ENTERPRISES, INCORPORATED
2001 EQUITY INCENTIVE PLAN

THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL OF THE SYKES ENTERPRISES,
INCORPORATED 2001 EQUITY INCENTIVE PLAN (THE "2001 PLAN") AND URGES EACH
SHAREHOLDER TO VOTE "FOR" APPROVAL OF THE 2001 PLAN. EXECUTED AND UNMARKED
PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED AT THE ANNUAL MEETING IN FAVOR OF
APPROVING THE 2001 PLAN.

The Board of Directors has adopted the 2001 Plan, subject to shareholder
approval, and the 2001 Plan will become effective when shareholder approval is
obtained. The material terms of the 2001 Plan are summarized below and are
qualified in their entirety by the terms of the 2001 Plan, which is attached at
Appendix "A" to this Proxy Statement.

GENERAL

The Company currently has in effect the 2000 Employee Stock Option Plan
(the "2000 Plan") pursuant to which approximately 2.9 million options to
purchase shares of Common Stock remain available for grant, and the 1996
Employee Stock Option Plan (the "1996 Plan") pursuant to which approximately 0.7
million options to purchase shares of Common Stock remain available for grant.
In addition, the Company has in effect the 1997 Management Stock Incentive Plan
(the "1997 Plan"), pursuant to which approximately 2.4 million options to
purchase shares of Common Stock remain available for grant to key officers and
managers of the Company and its subsidiaries. For the reasons described below,
the Board of Directors has recently adopted the 2001 Plan. If the 2001 Plan is
approved at the Annual Meeting, no further options will be issued under the
existing 1996 Plan, 1997 Plan, and 2000 Plan.

Under the 1996 Plan and the 2000 Plan, only salaried employees are entitled
to receive awards. Under the 1997 Plan, only key officers and managers of the
Company are entitled to receive awards. Consequently, under the Company's
current stock option plans, the Company cannot grant options to the many
individuals who are employed by the Company and its subsidiaries on a
non-salaried basis. Additionally, the Company's existing stock option plans do
not authorize the grant of equity-based awards other than stock options. For
example, these plans do not permit the Company to issue stock appreciation
rights, restricted stock, stock units, and other stock-based awards. The
flexibility to issue alternative equity-based awards can be important with
respect to foreign employees, because local laws, tax policies, and customs may
render it impractical or inadvisable to issue stock options in certain cases.

The Board of Directors has approved the 2001 Plan for the following
reasons:

- To authorize the grant of awards to all employees, including non-salaried
employees

- To authorize the grant of equity-based awards other than stock options

- To afford flexibility in crafting awards for foreign employees

- To consolidate the administration of the Company's existing stock option
plans into one plan

The 2001 Plan provides for the grant of awards with respect to a maximum of
7,000,000 shares of Common Stock. This number constitutes the approximate
aggregate number of shares that were available

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under the 1996 Plan, 1997 Plan, and the 2000 Plan as of March 15, 2001 and a
number of shares from those plans that management estimates will terminate or be
forfeited in the near future. Upon approval of the 2001 Plan by the Company's
shareholders, the Board of Directors will terminate the 1996 Plan, the 1997
Plan, and the 2000 Plan, although such termination will not affect awards
previously granted under those plans, and previously granted awards will
continue to be governed by their respective plans.

The 2001 Plan is attached to this Proxy Statement as Appendix A, and the
summary of the 2001 Plan set forth in this Proxy Statement is qualified in its
entirety by reference to the 2001 Plan. The purposes of shareholder approval of
the 2001 Plan are:

- to permit the stock options granted under the 2001 Plan to qualify for
incentive stock option treatment under Section 422 of the Internal
Revenue Code 1986, as amended (the "Code");

- to satisfy the performance-based compensation exception to the $1 million
limit under Section 162(m) of the Code; and

- to satisfy the applicable requirements of The Nasdaq Stock Market.

PURPOSE OF THE 2001 PLAN

The purpose of the 2001 Plan is to provide incentives to certain employees
of, and certain non-employees who provide services to, the Company and its
subsidiaries, in order to encourage them to remain in the employ of or to
faithfully provide services to the Company and its subsidiaries and to increase
their interest in the Company's success.

ADMINISTRATION AND DURATION OF THE 2001 PLAN

The 2001 Plan is administered by the Stock Option Committee of the Board,
or by any other committee appointed by the Board that shall consist of not fewer
than two members of the Board, each of whom shall qualify (at the time of
appointment to the committee and during all periods of service on the committee)
in all respects as a "non-employee director" as defined in Rule 16b-3 under the
Securities Exchange Act, of 1934, as amended, and as an outside director as
defined in Section 162(m) of the Code. The administrator of the 2001 Plan (the
"Administrator") is authorized, subject to the provisions of the 2001 Plan, to
establish such rules and regulations as it may deem appropriate for the proper
administration of the 2001 Plan, and to make such determinations under, and such
interpretations of, and to take such steps in connection with, the 2001 Plan and
plan awards as it may deem necessary or advisable. Any authority granted to the
Administrator may also be exercised by the Board. To the extent permitted by
applicable law and with certain exceptions, the Administrator may delegate any
or all of its powers or duties under the 2001 Plan to such person or persons as
it shall appoint, pursuant to such conditions or limitations as the
Administrator may establish.

The 2001 Plan will have a duration of ten years from the date that the
Board of Directors adopted the plan. Accordingly, the 2001 Plan will terminate
on March 14, 2011, unless sooner terminated by the Board. Upon such termination,
the outstanding awards granted under the 2001 Plan will remain in effect until
their exercise, expiration, or termination. The Board may at any time terminate
the 2001 Plan, or amend the 2001 Plan as it shall deem advisable, including any
amendment deemed by the Board to be necessary or advisable to assure conformity
of the 2001 Plan and any incentive stock options granted thereunder to the
requirements of Section 422 of the Code, as now or hereafter in effect and to
assure conformity with any requirements of other applicable state or federal
laws or regulations.

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TYPES OF AWARDS

The 2001 Plan authorizes the Administrator to grant awards in the form of
options to purchase Common Stock, stock appreciation rights, and other
stock-based awards. Although the Board adopted the 2001 Plan to give the
Administrator the flexibility to grant equity-based awards other than options,
the 2001 Plan does not require the Administrator to grant such other types of
awards. Consequently, the Administrator could, in its discretion, elect to
continue granting awards only in the form of options. The employees to whom plan
awards are granted and the terms of the awards granted, including the number of
shares of Common Stock subject to such awards, shall be within the discretion of
the Administrator, subject to the terms and conditions set forth in the 2001
Plan.

Options to Purchase Common Stock. The 2001 Plan authorizes the
Administrator to grant options to purchase Common Stock. These options may be in
the form of "incentive stock options," which are options that meet the
requirements of Section 422 of the Code, or "nonqualified stock options," which
are options that do not meet such requirements.

Except for incentive stock options granted to shareholders owning more than
10% of the voting power of all classes of the Company's capital stock, the per
share exercise price of an incentive stock option granted or to be granted
pursuant to the 2001 Plan, as determined by the Administrator, shall be an
amount not less than 100% of the fair market value of a share of Common Stock on
the date that the option is granted. For purposes of the 2001 Plan, the "fair
market value" of a share of Common Stock is defined as the average closing price
of the Common Stock on an established national or regional stock exchange or
automated quotation system, including, without limitation, the Nasdaq National
Market, during the five trading days immediately preceding the date that the
option is granted. As to nonqualified stock options granted under the 2001 Plan,
the per share exercise price of such options shall also be at least 100% of the
fair market value of a share of Common Stock on the date of grant, unless
otherwise determined by the Administrator.

The term of each option granted pursuant to the 2001 Plan shall be as
determined by the Administrator, but in no event shall the term of an option
exceed a period of ten years from the date of its grant.

Payment of the option price may be made in cash or by check, or, if
approved by the Administrator, by delivery of shares of Common Stock equivalent
in fair market value to the option price, or by a combination of cash and shares
of Common Stock, at the election of the optionee and subject to the terms of the
applicable stock option agreement. In the event an optionee exercises an option
by surrendering shares of Common Stock as payment of the exercise price, the
2001 Plan permits the Administrator to grant a replacement option equal to the
number of shares surrendered as payment.

Subject to the terms of each stock option agreement, options granted under
the 2001 Plan may be exercised in whole or in part. Upon exercise of an option,
the employee must pay in full the option price for the shares of Common Stock
being purchased.

Stock Appreciation Rights. The 2001 Plan authorizes the Administrator to
grant "stock appreciation rights" to eligible participants. A stock appreciation
right is a right to receive, without payment to the Company, an amount of cash
or shares of Common Stock, as determined by the Administrator, equal to the
amount by which the fair market value of a share of Common Stock exceeds the
grant price at the time of exercise.

Under the 2001 Plan, stock appreciation rights may be granted either alone
or in tandem with stock options. With respect to stand-alone stock appreciation
rights, the grant price, term, method of exercise, method of payment, and other
terms and conditions of each such right will be determined by the
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Administrator, except that the grant price must be equal to at least the fair
market value of the Company's common stock on the grant date. Tandem stock
appreciation rights will have terms and conditions corresponding to the related
options. To the extent that a tandem stock appreciation right is exercised, the
related option will no longer be exercisable. No stock appreciation right may
have a term of more then ten years from the date of grant.

Other Stock-Based Awards. In addition to stock options and stock
appreciation rights, the 2001 Plan authorizes the Administrator to grant other
awards that are valued or determined in whole or in part by reference to or
otherwise based on the Company's common stock. Such awards may include
restricted stock, stock units, so-called "phantom stock," and stock options
containing terms or provisions differing from stock options granted pursuant to
other parts of the 2001 Plan.

SHARES SUBJECT TO AWARDS

The 2001 Plan provides for the grant of awards with respect to a maximum of
7,000,000 shares of Common Stock. As of the date of this Proxy Statement, no
awards have been granted to employees under the 2001 Plan. At this time, it is
not known which employees, if any, will receive grants under the 2001 Plan or
the number of shares that will be covered by any such grants. Such
determinations will be made from time to time by the Administrator. To the
extent that awards granted under the 2001 Plan expire or terminate without
having been exercised in full, the Common Stock subject to those expired or
terminated awards will become available for further award grants under the 2001
Plan. Provision is made under the 2001 Plan for appropriate adjustment in the
number of shares of Common Stock covered by the 2001 Plan, and covered by each
award granted thereunder and any related exercise or purchase price, in the
event of any change in the Common Stock by reason of a stock dividend, merger,
reorganization, stock split, recapitalization, combination, exchange of shares
or otherwise.

ELIGIBILITY AND EXTENT OF PARTICIPATION

All employees of the Company and its subsidiaries who are designated by the
Administrator for participation in the plan are eligible to receive awards under
the 2001 Plan. As of the date hereof, there were approximately 16,500
individuals employed by the Company and its subsidiaries who are eligible to
participate in the 2001 Plan. However, no incentive stock option shall be
granted to any employee who immediately after such option is granted, owns
capital stock of the Company possessing more than 10% of the total combined
voting power or value of all classes of capital stock of the Company unless the
option price at the time such incentive stock option is granted is at least 110%
of the fair market value of the shares subject to the incentive stock option and
such incentive stock option is not exercisable by its terms after the expiration
of five years from the date of its grant. The Administrator may also, in the
exercise of its discretion, grant awards under the 2001 Plan to non-employees,
except that incentive stock options may not be granted to such non-employees.

An incentive stock option shall be granted under the 2001 Plan to an
employee only if the aggregate fair market value (determined as of the date the
option is granted) of the Common Stock for which options are exercisable for the
first time by such employee during any calendar year does not exceed $100,000.
Except as otherwise determined by the Administrator, no participant in the 2001
Plan is eligible to receive, at the time of grant, awards relating to more than
100,000 shares of Common Stock under the 2001 Plan during any calendar year.

In certain circumstances involving mergers, reorganizations, transactions
involving the sale or transfer of substantially all of the assets of the
Company, or the acquisition of more than 50% of the Common Stock by

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14

any person or group of related persons without the prior approval of the Board
(a "Change in Control"), any plan awards under the 2001 Plan that are unvested
as of the date of the Change in Control will immediately become fully vested as
of the date of the Change of Control, and any restrictions or other conditions
applicable to outstanding awards will lapse of such date.

LIMITATIONS ON TRANSFERABILITY AND EFFECT OF DEATH OR TERMINATION OF EMPLOYMENT

Except as otherwise provided by the Administrator, awards granted under the
2001 Plan are generally not transferable other than by will or by the laws of
descent and distribution. The Administrator will determine, either in an award
agreement or otherwise, the extent to which an award may be exercised subsequent
to the death of the employee or the termination of the employee's employment.
However, any incentive stock options granted under the 2001 Plan must terminate
not later than three months after the participant's termination of employment
for any reason other than disability or death, and it must terminate not later
than twelve months after the participant's termination of employment as a result
of disability.

FEDERAL INCOME TAX CONSIDERATIONS

Incentive Stock Options. Under current federal tax law, the holder of an
option that qualifies as an incentive stock option under Section 422 of the Code
generally does not recognize income for federal income tax purposes at the time
of the grant or exercise of an incentive stock option (but the spread between
the exercise price and the fair market value of the underlying shares on the
date of exercise generally will constitute a tax preference item for purposes of
the alternative minimum tax). The optionee generally will be entitled to
long-term capital gain treatment upon the sale of shares acquired pursuant to
the exercise of an incentive stock option if the shares have been held for more
than two years from the date of grant of the option and for more than one year
after exercise, and the Company will not be entitled to any deduction for
federal income tax purposes. If the optionee disposes of the stock before the
expiration of either of these holding periods (a "disqualifying disposition"),
the gain realized on disposition will be compensation income to the optionee to
the extent the fair market value of the underlying stock on the date of exercise
(or, if less, the amount realized on disposition of the underlying stock)
exceeds the applicable exercise price and a corresponding deduction will be
allowed to the Company.

Nonqualified Stock Options. Under current federal tax law, an optionee
does not recognize income for federal income tax purposes upon the grant of a
nonqualified stock option but must recognize ordinary income upon exercise to
the extent of the excess of the fair market value of the underlying shares on
the date of exercise over the exercise price of the option. The Company
generally will be entitled to a deduction in the same amount and at the same
time as ordinary income is recognized by the optionee. A subsequent disposition
of the shares acquired pursuant to the exercise of a nonqualified option
typically will give rise to capital gain or loss to the extent the amount
realized for the sale differs from the fair market value of the shares on the
date of exercise. This capital gain or loss will be long-term gain or loss if
the shares sold had been held for more than one year after the date of exercise.

Stock appreciation rights. Amounts received upon the exercise of a stock
appreciation right are taxed as ordinary income when received. The Company is
generally allowed an income tax deduction equal to the amount recognized as
ordinary income by the participant.

Other stock-based awards. Amounts received by the participant upon the
grant of other stock-based awards are ordinarily taxed as ordinary income when
received. However, if such other stock-based awards consist of property subject
to restrictions, the amounts generally will not be taxed until the restrictions
lapse or

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until the participant makes an election under Section 83(b) of the Code. The
Company is generally allowed an income tax deduction at the same time and in the
same amount recognized as ordinary income by the participant.

Compliance with Section 162(m). The 2001 Plan should allow certain stock
options, stock appreciation rights and other stock-based awards to be treated as
qualified performance-based compensation under Section 162(m) of the Code.
However, the Administrator may, from time to time, award compensation that is
not deductible under Section 162(m).

PROPOSAL 3:

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

THE BOARD OF DIRECTORS RECOMMENDS THE RATIFICATION OF DELOITTE & TOUCHE LLP
AS THE PRINCIPAL INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR 2001 AND URGES EACH
SHAREHOLDER TO VOTE "FOR" THE RATIFICATION. EXECUTED PROXIES IN THE ACCOMPANYING
FORM WILL BE VOTED AT THE ANNUAL MEETING IN FAVOR OF THE RATIFICATION OF THE
INDEPENDENT PUBLIC ACCOUNTANTS, UNLESS AUTHORITY TO DO SO IS WITHHELD.

The Company solicited and received proposals from accounting firms that
expressed a desire to be considered in the selection of independent public
accountants for the Company in the year 2001. The proposals were reviewed by the
Company and the Audit Committee. The Audit Committee recommended to the Board of
Directors that Deloitte & Touche LLP be selected to perform those services and
based upon that recommendation, the Company has appointed Deloitte & Touche LLP
to serve as the principal independent public accountants for the Company in the
year 2001. The shareholders are being asked to ratify the appointment of
Deloitte & Touche LLP. However, the Company's appointment of Deloitte & Touche
LLP is not contingent upon the shareholders' approval of this proposal, and
Deloitte & Touche LLP will remain the principal independent public accountants
regardless of the outcome of this proposal.

Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting and will be available to respond to appropriate questions and may make a
statement if they so desire.

BOARD OF DIRECTORS

DIRECTORS' COMPENSATION

Directors who are executive officers of the Company receive no compensation
for service as members of either the Board of Directors or any committees of the
Board. Directors who are not employees of the Company receive (as of the first
business day of each calendar year) an annual fee of $10,000, payable in cash or
shares of common stock based on the fair market value of the common stock on the
date of payment at the election of each director, plus $1,250 per Board and
committee meeting attended, and $500 per telephone conference meeting that last
at least one hour. Chairpersons of committees receive $2,000 per committee
meeting attended. Directors who are not employees of the Company also receive
options to purchase 7,500 shares of common stock at their election and annually
thereafter under the Company's 1996 Non-Employee Director Stock Option Plan.
Directors also receive an ad hoc fee of $1,000 per day for extra tasks requested
by the Chairman of the Board.

BOARD OF DIRECTORS' AFFILIATED TRANSACTIONS

During 2000, the Company terminated its ten-year operating lease with JHS
Leasing of Tampa, Inc. ("JHS Leasing") an entity owned by Mr. John H. Sykes for
its corporate aircraft, and paid a termination fee

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16

of approximately $3.5 million. The lease payments made prior to the termination
were approximately $0.6 million, $0.6 million and $0.3 million for the years
ended December 31, 1998, 1999 and 2000, respectively. After the lease
termination, the Company continues to have access to the aircraft at mutually
agreeable times and the Company reimburses JHS Leasing at the market rate for
actual hours of usage. Subsequent to the lease termination, the Company paid JHS
Leasing approximately $213,000 for use of the corporate aircraft during 2000.

From time to time the Company engages JHS Equity, LLC, an entity in which
Mr. John H. Sykes holds an 80% equity interest, to assist in permitting,
obtaining various government approvals and grants, and other site development
and real estate services in connection with its facilities worldwide. From
September 1, 2000, to December 31, 2000, the Company paid JHS Equity, LLC
approximately $247,000.

Mr. Loetz received broker commissions of approximately $25,000 for each of
the years ended December 31, 1998, 1999, and 2000, respectively, from the
Company's 401(k) Investment Firm. In addition, Mr. Loetz received commissions of
approximately $75,000 for each of the years ended December 31, 1999, and 2000,
respectively, (none for 1998) for the placement of the Company's corporate
insurance programs.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

During 2000, The Board of Directors held 15 meetings. The Board of
Directors also took certain actions by unanimous written consent in lieu of a
meeting, as permitted by Florida law. The Board of Directors has established the
following committees whose responsibilities are summarized as follows:

Audit Committee. The Audit Committee is comprised of Mr. Helms, Mr.
Meurer, Ms. Sink and Mr. Skelly and is responsible for reviewing the
independence, qualifications, and activities of the Company's independent
certified accountants and the Company's financial policies, control procedures,
and accounting staff. The Audit Committee is also responsible for the review of
transactions between the Company and any Company officer, director, or entity in
which a Company officer or director has a material interest. During the year
ended December 31, 2000, the Audit Committee held 12 meetings, which were
attended by at least 75% of the members of the committee. The Audit Committee is
governed by a written charter approved by the Board of Directors. A copy of this
charter is included in Appendix B.

Compensation Committee. The Compensation Committee is comprised of Mr.
Bodenheimer, Dr. Greco, and Mr. Milani and is responsible for establishing the
compensation of the Company's senior management, including salaries, bonuses,
termination arrangements, and other executive officer benefits. The Compensation
Committee also administers the Company's 1997 Management Stock Incentive Plan.
During the year ended December 31, 2000, the Compensation Committee held 4
meetings, which were attended by at least 90% of the members of the committee.

Nominating Committee. The Nominating Committee is comprised of Dr. Greco,
Mr. Macdonald and Mr. Milani. The Nominating Committee is responsible for
reviewing the structure and membership of the Board of Directors and identifying
and recommending candidates for membership to the Board of Directors. During the
year ended December 31, 2000, the Nominating Committee held 2 meetings, which
were attended by all of the members of the committee.

Stock Option Committee. The Stock Option Committee is comprised of Mr.
Bodenheimer, Dr. Greco, and Mr. Milani and is responsible for granting stock
options under the 1996 Employee Stock Option Plan and the 2000 Stock Option
Plan. The Stock Option Committee will also be responsible for granting stock
options under the 2001 Plan if that Plan is approved by the shareholders. During
the year ended December 31, 2000,

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the Stock Option Committee held 4 meetings, which were attended by at least 90%
of the members of the committee.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. In addition, the
Audit Committee has discussed with the independent auditors the auditors'
independence from management and the Company including the matters in the
written disclosures required by the Independence Standards Board and considered
compatibility of nonaudit services with the auditors' independence.

The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting. The Audit Committee held 12 meetings during the fiscal year 2000.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Company's Board of Directors, and the Board has
approved, that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 for filing with
the Securities and Exchange Commission. The Audit Committee and the Board have
also recommended, subject to shareholder approval, the selection of the
Company's independent auditors.

William J. Meurer, Audit Committee Chair
H. Parks Helms, Audit Committee Member
Adelaide A. Sink, Audit Committee Member
Thomas F. Skelly, Audit Committee Member

March 15, 2001

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS

During the year ended December 31, 2000, the executive officers and
directors of the Company filed with the Securities and Exchange Commission (the
"Commission") on a timely basis all required reports relating to transactions
involving equity securities of the Company beneficially owned by them, except
for late filings of Form 3 -- Initial Statement of Beneficial Ownership of
Securities, by William J. Meurer, Thomas F. Skelly, W. Michael Kipphut, Mitchell
I. Nelson, Charles E. Sykes and James E. Lamar. The Company has relied solely on
the written representation of its executive officers and directors and copies of
the reports they have filed with the Commission in providing this information.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of the Record Date with respect to, (i) each of the
Company's directors, (ii) each of the Company's executive officers named in the
Summary Compensation Table below, (iii) all directors and executive officers of
the Company as a group, and (iv) each person known by the Company to own
beneficially more than 5% of the Common Stock. Except as otherwise indicated,
each of the shareholders listed below has sole voting and investment power over
the shares beneficially owned.

BENEFICIALLY OWNED
---------------------
NAME SHARES PERCENT
- ---- ---------- -------

John H. Sykes(1)............................................ 16,922,350 42.2%
Merrill Lynch Investment Managers(15)....................... 2,505,000 6.2%
Becker Capital Management, Inc.(16)......................... 2,130,000 5.3%
James E. Lamar(2)........................................... 53,833 *
Mitchell I. Nelson(3)....................................... 6,667 *
Gerry L. Rogers(4).......................................... 50,000 *
W. Michael Kipphut(5)....................................... 19,867 *
Furman P. Bodenheimer, Jr.(6)............................... 82,973 *
H. Parks Helms(7)........................................... 51,599 *
Gordon H. Loetz(8).......................................... 122,723 *
Iain A. Macdonald(9)........................................ 26,307 *
Linda F. McClintock-Greco(10)............................... 12,207 *
William J. Meurer(11)....................................... 4,373 *
Ernest J. Milani(12)........................................ 30,289 *
Adelaide A. Sink(13)........................................ 19,050 *
Thomas F. Skelly(14)........................................ 4,000 *
David L. Grimes............................................. 0 --
All directors and executive officers as a group(14)
persons................................................... 17,406,238 43.4%

- ---------------

* Less than 1.0%
(1) Includes the following shares over which Mr. Sykes retains voting and
investment power: (i) 16,650,750 shares owned by Mr. Sykes through Jopar
Investments Limited Partnership, a North Carolina limited partnership in
which Mr. Sykes is the sole limited partner and the sole shareholder of the
limited partnership's sole general partner; and (ii) 271,600 shares owned
by various trusts for the benefit of Mr. Sykes' children. Excludes 7,950
shares owned by Mr. Sykes' wife, as to which Mr. Sykes disclaims

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beneficial ownership. Mr. Sykes' business address is 100 North Tampa
Street, Suite 3900, Tampa, Florida 33602.
(2) Includes 53,333 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Excludes 258,667 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(3) Includes 6,667 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Excludes 165,333 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(4) Includes 50,000 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Excludes 147,000 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(5) Includes 16,667 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Excludes 193,333 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(6) Includes 15,000 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
(7) Includes 12,500 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Includes 600 shares of Sykes Common Stock owned Mr. Helms' wife in an IRA
in which Mr. Helms is a beneficiary.
(8) Includes 112,500 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
(9) Includes 7,499 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Excludes 6,666 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(10) Includes 5,833 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Excludes 6,666 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(11) Excludes 15,000 shares of Sykes Common Stock issuable upon the exercise of
non-exercisable stock options.
(12) Includes 15,000 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
(13) Includes 7,499 shares of Sykes Common Stock issuable upon the exercise of
stock options that are exercisable within 60 days of the Record Date.
Excludes 6,666 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(14) Excludes 7,500 shares of Sykes Common Stock issuable upon the exercise of
currently non-exercisable stock options.
(15) The business address for Merrill Lynch Investment Managers is 800 Scudders
Mill Road, Plainsboro, NJ 08536-1606.
(16) The business address for Becker Capital Management, Inc. is 1211 Southwest
Fifth Avenue, Portland, OR 97204.

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EXECUTIVE COMPENSATION

The following table sets forth certain information for the years ended
December 31, 2000, 1999, and 1998 concerning compensation paid to or earned by
the Company's Chief Executive Officer, the former President and each of the
Company's four other most highly compensated executive officers who earned more
than $100,000 for the year ended December 31, 2000.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
- --------------------------- ---- -------- -------- --------------- ------------ ---------------

John H. Sykes................... 2000 $550,000 $130,185 -- -- $ 23,879
Chairman of the Board,
President 1999 478,423 -- -- -- 32,201
and Chief Executive Officer 1998 301,499 -- -- -- 27,495
David L. Grimes(3).............. 2000 $539,340 $120,000 -- -- $ 1,107
Former President and 1999 389,814 -- -- -- 68,472
Chief Executive Officer 1998 1,096 -- -- 250,000 --
James E. Lamar(4)............... 2000 $217,374 $ 60,000 -- -- $ 64,867
Group Executive and 1999 116,185 -- -- -- 17,546
Executive Vice President --
Business Services
Mitchell I. Nelson(5)........... 2000 $146,923 $ 47,880 -- -- $ 227
Group Executive and 1999 43,077 5,833 -- -- 62
Senior Vice President --
Business Solutions
Gerry L. Rogers(6).............. 2000 $191,318 $ 60,000 -- -- $ 5,042
Group Executive, 1999 $160,567 -- -- -- 34,124
Senior Vice President and
Chief Information Officer
W. Michael Kipphut(7)........... 2000 $168,845 -- -- -- $ 1,567
Vice President and
Chief Financial Officer

- ---------------

(1) Does not include the value of the perquisites provided to certain of the
named executive officers which in the aggregate did not exceed the lesser of
$50,000 or 10% of such officer's salary and bonus.
(2) Represents contributions to the Sykes Enterprises, Incorporated Employees'
Savings Plan and Trust and excess group term life insurance, country club
membership and relocation expenses.
(3) Mr. Grimes resigned as President of the Company in November 2000. For more
information, see "Employment Agreements".
(4) Mr. Lamar joined the Company as Vice President and Managing Director of EMEA
in May 1999, and was named Executive Vice President and Group
Executive -- Business Services in July 2000. From March 2000 until July
2000, Mr. Lamar was Group Executive and Senior Vice President --
International.
(5) Mr. Nelson joined the Company in August 1999 and was named Group Executive
and Senior Vice President -- Business Solutions in July 2000.

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(6) Mr. Rogers joined the Company as Group Vice President, North America in
February 1999, and was named Group Executive, Senior Vice President and
Chief Information Officer in July 2000. From March 1999 until June 2000, Mr.
Rogers was Group Executive and Senior Vice President -- The Americas.
(7) Mr. Kipphut joined the Company as Vice President and Chief Financial Officer
in March 2000.

The following table sets forth information with respect to grants of stock
options during 2000 to the executive officers named in the Summary Compensation
Table.

OPTIONS GRANTED LAST YEAR

POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
--------------------------------------------------------------------- ------------------------------
NUMBER OF PERCENTAGE OF
SECURITIES TOTAL OPTIONS MARKET PRICE
UNDERLYING GRANTED TO EXERCISE OR OF UNDERLYING
OPTIONS EMPLOYEES IN BASE PRICE SECURITY ON EXPIRATION
GRANTED(#) 2000 ($/SHARE) DATE OF GRANT DATE 5%($) 10%($)
---------- ------------- ----------- ------------- ---------- ------------- --------------

John H. Sykes(1).......... 1,020,000 34.7% $ 18.00 $ 17.00 03/01/10 $9,885,033 $26,615,494
David L. Grimes(1)(5)..... 355,000 12.1% $ 18.00 $ 17.00 -- -- --
James E. Lamar(1)......... 12,000 0.5% $ 18.00 $ 17.00 03/01/10 $ 116,295 $ 313,123
James E. Lamar(3)......... 40,000 1.4% $ 13.26 $ 12.56 07/31/10 $ 288,120 $ 772,956
James E. Lamar(4)......... 100,000 3.4% $ 4.05 $ 3.91 10/17/10 $ 231,295 $ 608,194
Mitchell I. Nelson(1)..... 2,000 0.1% $ 18.00 $ 17.00 03/01/10 $ 19,382 $ 52,187
Mitchell I. Nelson(3)..... 60,000 2.0% $ 13.26 $ 12.56 07/31/10 $ 432,179 $ 1,159,433
Mitchell I. Nelson(4)..... 50,000 1.7% $ 4.05 $ 3.91 10/17/10 $ 115,648 $ 304,097
Gerry L. Rogers(1)........ 12,000 0.5% $ 18.00 $ 17.00 03/01/10 $ 116,295 $ 313,123
Gerry L. Rogers(4)........ 35,000 1.2% $ 4.05 $ 3.91 10/17/10 $ 80,953 $ 212,868
W. Michael Kipphut(1)..... 60,000 2.0% $ 16.24 $ 16.88 03/06/10 $ 675,006 $ 1,651,914
W. Michael Kipphut(2)..... 50,000 1.7% $ 16.24 $ 16.88 03/06/10 $ 562,505 $ 1,376,595
W. Michael Kipphut(4)..... 100,000 3.4% $ 4.05 $ 3.91 10/17/10 $ 231,295 $ 304,097

- ---------------

(1) Options granted under the Company's 1997 Management Stock Incentive Plan,
all of which vest and become exercisable nine years after the date of grant,
subject to accelerated vesting and exercisability upon satisfaction of
certain performance objectives.
(2) Options granted under the Company's 1996 Employee Stock Option Plan, which
vest and become exercisable in one-third increments each year beginning one
year after date of grant.
(3) Options granted under the Company's 2000 Employee Stock Option Plan, which
vest and become exercisable in one-third increments each year beginning one
year after date of grant.
(4) Options granted under the Company's 2000 Employee Stock Option Plan, which
vest and become exercisable in one year from the grant date.
(5) Mr. Grimes resigned as President and Chief Executive Officer of the Company
effective November 10, 2000. Pursuant to the terms of the Employment
Separation Agreement dated as of November 10, 2000, all of Mr. Grimes'
options have expired. For more information, see "Employment Agreements".

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The following table sets forth information with respect to the aggregate
stock option exercises by the executive officers named in the Summary
Compensation Table during 2000 and the year-end value of unexercised options
held by such executive officers.

AGGREGATE OPTION EXERCISES IN LAST YEAR AND YEAR-END VALUES

VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR END(#) AT YEAR END(1)
ACQUIRED ON --------------------------- ---------------------------
EXERCISE(#) VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------------- ----------- ------------- ----------- -------------

John H. Sykes............. -- -- -- 1,020,000 $ -- $ --
David L. Grimes (2)....... -- -- -- -- $ -- $ --
James E. Lamar............ -- -- 26,667 285,333 $ -- $ 38,750
Mitchell I. Nelson........ -- -- 6,667 165,333 $ -- $ 19,375
Gerry L. Rogers........... -- -- 25,000 172,000 $ -- $ 13,036
W. Michael Kipphut........ -- -- -- 210,000 $ -- $ 38,750

- ---------------

(1) Based upon the closing price of $4.4375 per share of common stock on
December 31, 2000, as reported in the Nasdaq National Market.
(2) Mr. Grimes resigned as President and Chief Executive Officer of the Company
effective November 10, 2000. Pursuant to the terms of the Employment
Separation Agreement dated as of November 10, 2000, all of Mr. Grimes'
options have expired. For more information, see "Employment Agreements".

EMPLOYMENT AGREEMENTS

John H. Sykes. On March 6, 2000, the Company entered into an employment
agreement with John H. Sykes, the Company's Chairman of the Board, President,
and Chief Executive Officer. The employment agreement provides for an initial
term of five years and automatically renews for successive two-year terms,
unless terminated by either party. Mr. Sykes' initial base salary is $550,000,
for the first year of the term, with the base salary increasing as determined by
the Board of Directors. The annual base salary, however, shall be increased at
least 30% subsequent to the initial five-year term and at least 15% subsequent
to each two-year automatic renewal term. Mr. Sykes is also entitled to a
performance bonus up to 100% of his base salary based on the Company's
achievement of specified levels of income before income taxes as determined by
the Compensation Committee and to participate in such bonus programs and other
benefit plans as are generally made available to other executive officers of the
Company.

If the agreement is terminated by the Company for any reason other than for
cause (as defined therein), the Company shall pay Mr. Sykes a one-time severance
payment equal to three times the total of the full amount of Mr. Sykes' annual
base salary in effect at the time of such termination plus Mr. Sykes' average
annual bonus and other compensation for the prior three years. Severance is
payable if termination is a result of death or disability. Severance also is
payable upon: (i) a change of control, (ii) a good faith determination by Mr.
Sykes that the Company has breached the employment agreement, (iii) a material
adverse change in working conditions or status, (iv) a significant relocation of
Mr. Sykes' principal office, (v) a significant increase in travel requirements,
or (vi) an impairment of Mr. Sykes' health to an extent that makes the continued
performance of his duties hereunder hazardous to his physical or mental health
or his life. During the two-year period following the termination of employment,
Mr. Sykes shall not, in any area in which the Company's business is then
conducted, directly or indirectly compete with the Company.

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A "change of control" shall be deemed to have occurred if, (i) any person
(other than Mr. Sykes) beneficially owns 20% or more of the outstanding shares
of voting capital stock; (ii) the sale or transfer of greater than 50% of the
book value of the Company's assets; (iii) the merger, consolidation, share
exchange, or reorganization of the Company as a result of which the holders of
all of the shares of capital stock of the Company as a group would receive less
than 50% of the voting power of the capital stock of the surviving corporation;
(iv) the adoption of a plan of liquidation or the approval of the dissolution of
the Company; (v) the commencement of a tender offer which, if successful, would
result in a change of control; or (vi) a determination by the Board of
Directors, in view of then current circumstances or impending events, that a
change of control has occurred or is imminent.

Upon termination for any reason, including cause, benefits continue during
the lifetime of Mr. Sykes and the lifetime of his spouse if he is married at the
time of his death. Benefits include all employee benefit plans and programs in
which Mr. Sykes was entitled to participate immediately before termination. Mr.
Sykes also will be entitled to an office at the Company's headquarters or
reimbursement for any fees and lease payments incurred in connection with an
off-site office. The Company also shall reimburse Mr. Sykes for a secretary and
one-third of the costs for health, dental, life and disability insurance for the
secretary. Mr. Sykes also will be entitled to continued use of the aircraft
leased or owned by the Company at a fee equal to the price of a first-class
ticket.

David L. Grimes. Mr. Grimes resigned from his position as President and
Chief Executive Officer effective November 10, 2000. In connection with his
resignation, Mr. Grimes and the Company entered into an Employment Separation
Agreement. Under this agreement, the Company agreed to pay Mr. Grimes' salary
and benefit costs through March 5, 2005.

James E. Lamar. On July 31, 2000, the Company entered into an employment
agreement with James E. Lamar as Group Executive and Executive Vice
President -- Business Services. The term of the agreement expires on July 30,
2003. Mr. Lamar's annual base salary is $232,000. If the agreement is terminated
for any reason other than death, disability, or cause (as defined therein), the
Company shall pay Mr. Lamar a non-compete payment equal to $2,231 per week in
consideration of Mr. Lamar's agreement to refrain from competing directly or
indirectly with the Company for a period of one year in any area in which the
Company's business is then conducted. In addition, the Company shall pay to Mr.
Lamar a severance payment equal to $2,231 per week for the remaining term of the
agreement. The agreement provides that if it is terminated by the Company for
cause or by Mr. Lamar, during a period of one year following termination of
employment, Mr. Lamar will not, in any area in which the Company's business is
then conducted, directly or indirectly compete with the Company, and the Company
shall not be required to pay the severance payment or the non-compete payment.
Mr. Lamar also is entitled to a performance bonus up to 50% of his base salary
based upon the Company's achievement of specified goals as determined by the
Compensation Committee, and to participate in such bonus programs and other
benefit plans as are generally made available to other executive officers of the
Company.

If the agreement is terminated by Mr. Lamar (for Good Reason) or by the
Company, after a Change of Control, Mr. Lamar shall receive in equal
installments over a two year period, an amount equal to twice the total of his
base salary and actual bonus for the calendar year immediately prior to the
termination.

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were directors on the Initial Board or are directors elected in this manner,
cease for any reason to constitute a majority of the directors then serving,
(ii) the stockholders of the Company approve a merger, consolidation, share
exchange or reorganization of the Company as a result of which the holders of
all of the shares of capital stock of the Company as a group would receive less
than 50% of the voting power of the capital stock of the surviving corporation,
(iii) the stockholders of the Company approve a merger, consolidation or share
exchange effected to implement a recapitalization of the Company in which a
Person (as defined therein, and other than John H. Sykes) is or becomes the
beneficial owner of securities of the Company representing 45% or more of either
the then outstanding shares of common stock of the Company or combined voting
power of the Company's then outstanding voting securities, or (iv) the
stockholders of the company approve a plan of complete liquidation or
dissolution of the Company or for the sale of all or substantially all of the
Company's assets, unless the sale is to an entity of which at least 75% of the
combined voting power of the voting securities are owned by Persons in
substantially the same proportions as their ownership of the Company prior to
such sale.

Mitchell I. Nelson. On July 31, 2000, the Company entered into an
employment agreement with Mitchell I. Nelson as Group Group Executive and Senior
Vice President -- Business solutions. The term of the agreement expires on July
30, 2003. Mr. Nelson's annual salary is $158,000. If the agreement is terminated
for any reason other than death, disability, or cause (as defined therein), the
Company shall pay Mr. Nelson a non-compete payment equal to $1,519 per week in
consideration of Mr. Nelson's agreement to refrain from competing directly or
indirectly with the Company for a period of one year in any area in which the
Company's business is then conducted. In addition, the Company shall pay to Mr.
Nelson a severance payment equal to $1,519 per week for the remaining term of
the agreement. The agreement provides that if it is terminated by the Company
for cause or by Mr. Nelson, during a period of one year following termination of
employment, Mr. Nelson will not, in any area in which the Company's business is
then conducted, directly or indirectly compete with the Company, and the Company
shall not be required to pay the severance payment or the non-compete payment.
Mr. Nelson also is entitled to a performance bonus up to 50% of his base salary
based upon the Company's achievement of specified goals as determined by the
Compensation Committee, and to participate in such bonus programs and other
benefit plans as are generally made available to other executive officers of the
Company.

Gerry L. Rogers. On March 1, 2000, the Company entered into a two-year
employment agreement with Gerry L. Rogers as Group Executive and Senior Vice
President -- the Americas. Mr. Rogers' annual base salary is $193,857. If the
agreement is terminated for any reason other than death, disability, or cause
(as defined therein), the Company shall pay Mr. Rogers a non-compete payment
equal to $1,800 per week in consideration of Mr. Rogers' agreement to refrain
from competing directly or indirectly with the Company for a period of one year
in any area in which the Company's business is then conducted. In addition, the
Company shall pay to Mr. Rogers a severance payment equal to $1,800 per week for
the remaining term of the agreement. The agreement provides that if it is
terminated by the Company for cause or by Mr. Rogers, during a period of one
year following termination of employment, Mr. Rogers will not, in any area in
which the Company's business is then conducted, directly or indirectly compete
with the Company, and the Company shall not be required to pay the severance
payment or the non-compete payment. Mr. Rogers also is entitled to a performance
bonus up to 50% of his base salary based upon the Company's achievement of
specified goals as determined by the Compensation Committee, and to participate
in such bonus programs and other benefit plans as are generally made available
to other executive officers of the Company.

W. Michael Kipphut. On March 6, 2000, the Company entered into an
employment agreement with W. Michael Kipphut as Vice President and Chief
Financial Officer, as amended on November 8, 2000. The term

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of the agreement expires on March 6, 2002. Mr. Kipphut's annual base salary is
$290,000. If the agreement is terminated for any reason other than death,
disability, or cause (as defined therein), the Company shall pay Mr. Kipphut a
non-compete payment equal to $5,576.92 per week in consideration for Mr.
Kipphut's agreement to refrain from competing directly or indirectly with the
Company for a period of one year in any area in which the Company's business is
then conducted. The agreement provides that if it is terminated by the Company
for cause or by Mr. Kipphut, during a period of one year following termination
of employment, Mr. Kipphut will not, in any area in which the Company's business
is then conducted, directly or indirectly compete with the Company, and the
Company shall not be required to pay the non-compete payment. Mr. Kipphut also
is entitled to a performance bonus up to 50% of his base salary based upon the
Company's achievement of specified goals as determined by the Compensation
Committee, and to participate in such bonus programs and other benefit plans as
are generally made available to other executive officers of the Company.

If the agreement is terminated by Mr. Kipphut (for Good Reason) or by the
Company, after a Change of Control, Mr. Kipphut shall receive in equal
installments over a two year period, an amount equal to twice the total of his
base salary and actual bonus for the calendar year immediately prior to the
termination.

A "change of control" shall be deemed to have occurred if, (i) the
individuals who were directors immediately after the 2000 Annual Shareholders'
Meeting, (the "Initial Board") and any new directors (other than directors whose
initial assumption of office is in connection with an actual or threatened
election contest) whose election was approved by a vote of at least two-thirds
( 2/3) of the directors still in office who were directors on the Initial Board
or are directors elected in this manner, cease for any reason to constitute a
majority of the directors then serving, (ii) the stockholders of the Company
approve a merger, consolidation, share exchange or reorganization of the Company
as a result of which the holders of all of the shares of capital stock of the
Company as a group would receive less than 50% of the voting power of the
capital stock of the surviving corporation, (iii) the stockholders of the
Company approve a merger, consolidation or share exchange effected to implement
a recapitalization of the Company in which a Person (as defined therein, and
other than John H. Sykes) is or becomes the beneficial owner of securities of
the Company representing 45% or more of either the then outstanding shares of
common stock of the Company or combined voting power of the Company's then
outstanding voting securities, or (iv) the stockholders of the company approve a
plan of complete liquidation or dissolution of the Company or for the sale of
all or substantially all of the Company's assets, unless the sale is to an
entity of which at least 75% of the combined voting power of the voting
securities are owned by Persons in substantially the same proportions as their
ownership of the Company prior to such sale.

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

INTRODUCTION

Under rules of the Commission, the Company is required to provide certain
information concerning compensation provided to the Company's Chief Executive
Officer and its other executive officers. The disclosure requirements for the
executive officers include the use of tables and a report of the Committee
responsible for compensation decisions for the named executive officers
explaining the rationale and considerations that led to those compensation
decisions. Therefore, the Compensation Committee of the Board of Directors has
prepared the following report for inclusion in this Proxy Statement.

COMPENSATION COMMITTEE ROLE

The Compensation Committee of the Board of Directors and the Stock Option
Committee are responsible for separate aspects of the Company's compensation
program for its executive officers, including the named executive officers. The
Compensation Committee is responsible for making recommendations to the Board of
Directors concerning the salaries of executive officers. The Compensation
Committee is also responsible for overseeing other forms of cash compensation
and benefits to other senior officers. The Compensation Committee's
responsibilities include reviewing salaries, benefits and other compensation of
senior officers, and making recommendations to the full Board of Directors with
respect to these matters. The Compensation Committee is also responsible for
making stock option grants under the 1997 Management Stock Incentive Plan to
executive officers of the Company. The Stock Option Committee is responsible for
making stock option grants under the Company's stock option plans to executive
officers of the Company.

COMPENSATION PHILOSOPHY

The Company's compensation is designed to maintain executive compensation
programs and policies that enable the Company to attract and retain the services
of highly qualified executives. In addition to base salaries, executive
compensation programs and policies consisting of discretionary cash bonuses and
periodic grants of stock options are designed to reward and provide incentives
for individual contributions as well as overall Company performance.

The Compensation Committee monitors the operation of the Company's
executive compensation policies. The Company has retained independent
compensation consultants to assess the effectiveness of the Company's executive
compensation programs by comparing the Company's compensation programs to
various other companies with similar growth characteristics to those of the
Company. Key elements of the Company's compensation program consists of base
salary, discretionary annual cash bonuses, and periodic grants of stock options.
The Company's policies with respect to these elements, including the basis for
the compensation awarded the Company's chief executive officer, are discussed
below. While the elements of compensation described below are considered
separately, the Compensation Committee takes into account the full compensation
package offered by the Company to the individual, including health care and
other insurance benefits and contributions made by the Company under the
Company's 401(k) Plan and Deferred Compensation Plan.

Base Salaries. The Company has established competitive annual base
salaries for all executive officers, including the named executive officers. The
annual base salaries for each of the Company's executive officers, including the
Company's chief executive officer, reflect both the recommendations of the
Company's compensation consultants and the subjective judgment of the
Compensation Committee based on the

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consideration of the executive officer's position with the Company, the
executive officer's tenure, the Company's needs, and the executive officer's
individual performance, achievements, and contributions to the growth of the
Company.

Mr. John Sykes' annual base salary for 2000, as the Company's Chief
Executive Officer, was $550,000. The Compensation Committee recommended, and the
Board approved, this annual base salary based on the Compensation Committee's
discussions with outside consultants, the factors noted above, and Mr. Sykes'
prior experience and managerial expertise, his knowledge of the Company's
operations, and the industry in which it operates.

Annual Bonus. The Company's executive officers are eligible for an annual
cash bonus under the Company's Bonus Program. The Bonus Program provides for the
discretionary payment of annual incentive awards to key employees, including
executive officers of the Company, pursuant to a formula related to the
Company's operating goals and personal performance goals. Payments under the
Bonus Program are discretionary and are subject to certain limitations. Mr. John
Sykes received a cash payment in 2000 of approximately $130,000 from Sykes
Realty, Inc., a wholly owned subsidiary of the Company. This payment was in
addition to Mr. Sykes' base salary and has been reported as a bonus by the
Company.

Stock Options. Under the Company's 1996 Employee Stock Option Plan, the
1997 Management Stock Incentive Plan, and the 2000 Plan (the "Plans"), stock
options may be granted to key employees, including executive officers of the
Company. The Plans are administered by the Stock Option Committee and the
Compensation Committee in accordance with Rule 16b-3 of the Securities Exchange
Act of 1934, as amended. The Stock Option Committee recommended that a certain
number of stock options under the Plans be made available for issuance by the
Chief Executive Officer for hiring and retention purposes within certain
parameters at various levels of management.

The principal factors considered in determining the granting of stock
options to executive officers of the Company were the executive officer's tenure
with the Company, his or her total cash compensation for the prior year, the
executive officer's acceptance of additional responsibilities and his or her
contributions toward the Company's attainment of strategic goals. During 2000,
all stock options granted to executive officers of the Company under the Plans
were made at fair market value on the date of grant (as calculated under the
Plans) and were not exercisable for a vesting period of one to nine years
following the date of grant.

During the year ended December 31, 2000, options to purchase 1,020,000
shares of Common Stock under the 1997 Management Stock Incentive Plan were
granted to Mr. John Sykes.

SECTION 162(m) LIMITATIONS

Under Section 162(m) of the Internal Revenue Code, a tax deduction by
corporate taxpayers, such as the Company, is limited with respect to the
compensation of certain executive officers, unless such compensation is based
upon performance objectives meeting certain regulatory criteria or is otherwise
excluded from the limitation. Based upon the Compensation Committee's commitment
to link compensation with performance

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as described in this report, the Compensation Committee currently intends to
qualify compensation paid to the Company's executive officers for deductibility
by the Company under Section 162(m).

COMPENSATION COMMITTEE

FURMAN P. BODENHEIMER
LINDA F. MCCLINTOCK-GRECO
ERNEST J. MILANI
March 15, 2001

The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934 (together, the "Acts"), except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.

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STOCK PRICE PERFORMANCE GRAPH

The following graph presents a comparison of the cumulative total
shareholder return on the common stock with the cumulative total return on the
Nasdaq Stock Market (U.S.) Index and the Nasdaq Computer and Data Processing
Index since the Company's initial public offering on April 29, 1996. This graph
assumes that $100 was invested on April 29, 1996 in the Company's common stock,
the Nasdaq Stock Market (U.S.) Index, and the Nasdaq Computer and Data
Processing Index.

COMPARISON OF 56 MONTH CUMULATIVE TOTAL RETURN*
AMONG SYKES ENTERPRISES, INCORPORATED
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX

SYKES ENTERPRISES, NASDAQ STOCK MARKET NASDAQ COMPUTER AND DATA
INCORPORATED (U.S.) INDEX PROCESSING INDEX
------------------ ------------------- ------------------------

4/96 100.00 100.00 100.00
12/96 312.50 109.00 106.00
12/97 243.75 133.22 129.69
12/98 381.25 187.11 232.05
12/99 548.44 338.58 489.31
12/00 55.48 209.67 235.11

- ---------------

* $100 invested on April 29, 1996 in stock or index including reinvestment of
dividends. Fiscal year ending December 31.

There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company does not make or endorse any predictions as to the future
stock performance.

The stock price performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Acts, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under the Acts.

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INDEPENDENT PUBLIC ACCOUNTANTS

On March 14, 2001, with the approval of the Audit Committee and the
concurrence of the Board of Directors, the Company engaged Deloitte & Touche LLP
as its principal accountant to audit the 2001 consolidated financial statements
of the Company for the year ended December 31, 2001. The Company dismissed Ernst
& Young LLP on March 14, 2001 as its principal accountant, effective upon its
completion of its audit of the Company's consolidated financial statements for
the year ended December 31, 2000. Prior to the engagement of Deloitte & Touche
LLP, Ernst & Young LLP has served as the principal accountant to audit the
Company's consolidated financial statements since January 14, 1999.

Ernst & Young LLP audited the Company's consolidated financial statements
for the years ended December 31, 2000, 1999 and 1998, and will issue its audit
report dated February 15, 2001 for fiscal year 2000, and has issued audit
reports dated February 7, 2000 except for Note 1 as to which the date is October
30, 2000 for fiscal year 1999, and March 5, 1999 for fiscal year 1998. During
the two most recent fiscal years and the subsequent interim period preceding
March 14, 2001 (date of dismissal), no report of Ernst & Young LLP on the
Company's consolidated financial statements contained an adverse opinion or a
disclaimer of opinion, nor was one qualified as to uncertainty, audit scope, or
accounting principles, except that the report dated February 15, 2001 for the
year ended December 31, 2000 was modified as to the change in the method of
accounting for certain grants and revenues and the report as reissued on October
30, 2000 for the year ended December 31, 1999 included modifications relating to
a restatement with respect to the revenue recognition of certain contracts.

During the two most recent fiscal years and the subsequent interim period
preceding March 14, 2001 (date of dismissal), there were no disagreements with
Ernst & Young LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst &
Young LLP to make a reference to the subject matter of the disagreements in
connection with its report on the Company's consolidated financial statements
for any such periods. Ernst & Young LLP has furnished the Company with a letter
addressed to the Securities and Exchange Commission stating that it agrees with
the above statements.

During the two most recent fiscal years and the subsequent interim period
preceding March 14, 2001 (date of dismissal), there have been no reportable
events as defined in Regulation S-K Item 304(a)(1)(4).

During 2000, the Company engaged Deloitte & Touche LLP to perform certain
internal audit outsourcing services through December 31, 2001. Neither the
Company nor anyone on its behalf has consulted with Deloitte & Touche LLP
regarding either: (a) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, and
neither a written report nor oral advice was provided to the Company that
Deloitte & Touche LLP concluded was an important factor considered by the
Company in reaching a decision as to an accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of either a disagreement
or any other event described above.

The Audit Committee has determined that the services provided by Ernst &
Young LLP and Deloitte & Touche LLP which were not directly related to the most
recent audit, are compatible with maintaining the principal accountant's
independence.

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The fees charged by Ernst & Young LLP for professional services rendered in
connection with all audit and non-audit related matters for the year ended
December 31, 2000 were as follows:

- Audit Fees -- $400,000

- Audit Related Services Fees (includes statutory and stand-alone audits of
certain subsidiaries, accounting consultations and audits of employee
benefit plans) -- $800,000

- Financial Information Systems Design and Implementation Fees - None

- All Other Fees -- $100,000

The Company does not expect representatives of Ernst & Young to be present
at the Annual Meeting. Representatives of Deloitte & Touche LLP are expected to
be present at the Annual Meeting. Those representatives will have the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS

The deadline for submission of shareholder proposals pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), for
inclusion in the Company's proxy statement for its 2001 Annual Meeting of
Shareholders is November 27, 2001. Notice to the Company of a shareholder
proposal submitted other than pursuant to Rule 14a-8 will be considered
untimely, and the persons named in proxies solicited by the Board of Directors
of the Company for its 2001 Annual Meeting may exercise discretionary voting
power with respect to any such proposal, if received by the Company after
February 10, 2002.

OTHER MATTERS

Management knows of no matter to be brought before the Annual Meeting,
which is not referred to in the Notice of Annual Meeting. If any other matters
properly come before the Annual Meeting, it is intended that the shares
represented by Proxy will be voted with respect thereto in accordance with the
judgment of the persons voting them.
By Order of the Board of Directors,

/s/ JAMES T. HOLDER
-----------------------------------
James T. Holder
Secretary

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APPENDIX A

SYKES ENTERPRISES, INCORPORATED
2001 EQUITY INCENTIVE PLAN
(EFFECTIVE AS OF [ ], 2001)

SECTION 1. PURPOSE AND DEFINITIONS

(a) Purpose. This Plan, known as the "Sykes Enterprises, Incorporated 2001
Equity Incentive Plan", is intended to provide incentives to certain employees
of and certain non-employees who provide services to Sykes Enterprises,
Incorporated and its subsidiaries, in order to encourage them to remain in the
employ of or to faithfully provide services to the Company and its subsidiaries
and to increase their interest in the Company's success. It is intended that
this purpose be effected through awards or grants of stock options, stock
appreciation rights, and various other rights with respect to shares of the
Company's common stock, as provided herein, to such eligible persons.

(b) Definitions. The following terms shall have the following respective
meanings unless the context requires otherwise:

(1) The term "Administrator" shall mean the Stock Option Committee of
the Board or such other committee, individual or individuals appointed or
delegated authority pursuant to Section 2 to administer the Plan.

(2) The term "Affiliate" or "Affiliates" shall have the meaning set
forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(3) The term "Beneficial Owner" shall mean beneficial owner as defined
in Rule 13d-3 under the Exchange Act.

(4) The term "Board" shall mean the Board of Directors of Sykes
Enterprises, Incorporated.

(5) The term "Change in Control" shall mean (i) the adoption of a plan
of reorganization, merger, share exchange or consolidation of the Company
with one or more other corporations or other entities as a result of which
the holders of the Stock as a group would receive less than fifty percent
(50%) of the voting power of the capital stock or other interests of the
surviving or resulting corporation or entity; (ii) the adoption of a plan
of liquidation or the approval of the dissolution of the Company; (iii) the
approval by the Board of an agreement providing for the sale or transfer
(other than as a security for obligations of the Company or any Subsidiary)
of substantially all of the assets of the Company, other than a sale or
transfer to an entity at least seventy-five percent (75%) of the combined
voting power of the voting securities of which are owned by persons in
substantially the same proportions as their ownership of the Company
immediately prior to such sale; or (iv) the acquisition of more than fifty
percent (50%) of the outstanding Stock by any person within the meaning of
Rule 13(d)(3) under the Exchange Act, if such acquisition is not preceded
by a prior expression of approval by the Board, provided that the term
"person" shall not include (A) the Company or any of its Subsidiaries, (B)
a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or a Subsidiary, (C) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (D) a corporation
owned directly or indirectly by the shareholders of the Company in
substantially the same proportions as their ownership of stock in the
Company.

A-1
33

(6) The term "Code" shall mean the Internal Revenue Code of 1986, or
any successor thereto, as the same may be amended and in effect from time
to time.

(7) The term "Company" shall mean Sykes Enterprises, Incorporated.

(8) The term "Employee" shall mean a person who is employed by the
Company or any Subsidiary, including an officer or director of the Company
or any Subsidiary who is also an employee of the Company or any Subsidiary.

(9) The term "Exchange Act" shall mean the Securities Exchange Act of
1934, or any successor thereto, as the same may be amended and in effect
from time to time.

(10) The term "Fair Market Value" shall mean, with respect to a share
of Stock, if the Stock is then listed and traded on a registered national
or regional securities exchange, or quoted on The National Association of
Securities Dealers' Automated Quotation System (including The Nasdaq Stock
Market's National Market), the average closing price of a share of Stock on
such exchange or quotation system for the five trading days immediately
preceding the date of grant of an Option or Stock Appreciation Right, or,
if Fair Market Value is used herein in connection with any event other than
the grant of an Option or Stock Appreciation Right, then such average
closing price for the five trading days immediately preceding the date of
such event. If the Stock is not traded on a registered securities exchange
or quoted in such a quotation system, the Administrator shall determine the
Fair Market Value of a share of Stock.

(11) The term "Incentive Stock Option" means an option granted under
this Plan and which is an incentive stock option within the meaning of
section 422 of the Code, or the corresponding provision of any subsequently
enacted tax statute.

(12) The term "Option" or "Options" shall mean the option to purchase
Stock in accordance with Section 4 on such terms and conditions as may be
prescribed by the Administrator, whether or not such option is an Incentive
Stock Option.

(13) The term "Other Stock-Based Awards" shall mean awards of Stock or
other rights made in accordance with Section 5 on such terms and conditions
as may be prescribed by the Administrator.

(14) The term "Participant" shall mean an Employee or non-employee who
has been designated for participation in the Plan.

(15) The term "Performance Goals" shall mean one or more business
criteria based on individual, business unit, group, Company or other
performance criteria selected by the Administrator.

(16) The term "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (A) the Company or any of
its subsidiaries, (B) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Affiliates, (C) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (D) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

(17) The term "Plan" shall mean the Sykes Enterprises, Incorporated
2001 Equity Incentive Plan, as the same may be amended and in effect from
time to time.

(18) The term "Plan Awards" or "Awards" shall mean awards or grants of
stock Options and various other rights with respect to shares of Stock.
A-2
34

(19) The term "Stock Appreciation Right" shall mean the right to
receive, without payment to the Company, an amount of cash or Stock as
determined in accordance with Section 4, based on the amount by which the
Fair Market Value of a share of Stock on the relevant valuation date
exceeds the grant price.

(20) The term "Stock" shall mean shares of the Company's common stock,
par value $.01 per share.

(21) The term "Subsidiary" shall mean any "subsidiary corporation"
within the meaning of Section 424(f) of the Code.

(22) The term "Ten Percent Stockholder" shall mean an individual who
owns stock possessing more than ten percent (10%) of the combined voting
power of all classes of stock of the Company or of its parent or subsidiary
corporations within the meaning of Code section 422.

SECTION 2. ADMINISTRATION

The Plan shall be administered by the Stock Option Committee of the Board,
or by any other committee appointed by the Board that shall consist of not fewer
than two members of the Board, each of whom shall qualify (at the time of
appointment to the committee and during all periods of service on the committee)
in all respects as a "non-employee director" as defined in Rule 16b-3 under the
Exchange Act and as an outside director as defined in Section 162(m) of the Code
the regulations thereunder. The Administrator shall administer the Plan and
perform such other functions as are assigned to it under the Plan. The
Administrator is authorized, subject to the provisions of the Plan, from time to
time, to establish such rules and regulations as it may deem appropriate for the
proper administration of the Plan, and to make such determinations under, and
such interpretations of, and to take such steps in connection with, the Plan and
the Plan Awards as it may deem necessary or advisable, in each case in its sole
discretion. The Administrator's decisions and determinations under the Plan need
not be uniform and may be made selectively among Participants, whether or not
they are similarly situated. Any authority granted to the Administrator may also
be exercised by the Board. To the extent that any permitted action taken by the
Board conflicts with any action taken by the Administrator, the Board action
shall control. To the extent permitted by applicable law, the Administrator may
delegate any or all of its powers or duties under the Plan, including, but not
limited to, its authority to make awards under the Plan to grant waivers
pursuant to Section 7, to such person or persons as it shall appoint, pursuant
to such conditions or limitations as the Administrator may establish; provided,
however, that the Administrator shall not delegate its authority to amend or
modify the Plan pursuant to the provisions of Section 13(b). To the extent of
any such delegation, the term "Administrator" when used herein shall mean and
include any such delegate.

SECTION 3. STOCK AVAILABLE FOR PLAN AWARDS

(a) Stock Subject to Plan. The Stock to be subject to or related to Plan
Awards may be either authorized and unissued shares or shares held in the
treasury of the Company. The maximum number of shares of Stock with respect to
which Plan Awards may be granted under the Plan, subject to adjustment in
accordance with the provisions of Section 10, shall be 7,000,000.

(b) Computation of Stock Available for Plan Awards. For the purpose of
computing the total number of shares of Stock remaining available for Plan
Awards under this Plan at any time while the Plan is in effect, the total number
of shares determined to be available pursuant to subsections (a) and (c) of this
Section 3 shall be reduced by, (1) the maximum number of shares of Stock subject
to issuance upon exercise of
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outstanding Options or outstanding Stock Appreciation Rights granted under this
Plan, and (2) the maximum number of shares of Stock related to outstanding Other
Stock-Based Awards granted under this Plan, as determined by the Administrator
in each case as of the dates on which such Plan Awards were granted.

(c) Terminated, Expired or Forfeited Plan Awards. The shares involved in
the unexercised or undistributed portion of any terminated, expired or forfeited
Plan Award shall be made available for further Plan Awards.

(d) Limit on Individual Awards. Except as otherwise determined by the
Administrator, no Participant shall, in any calendar year, be granted any
Options, Stock Appreciation Rights, or Other Stock-Based Awards pursuant to
which such Participant may acquire more than 100,000 shares of Stock in the
aggregate, subject to adjustment as provided in Section 10 of this Plan.

SECTION 4. OPTIONS AND STOCK APPRECIATION RIGHTS

(a) Grant of Options.

(1) The Administrator, at any time and from time to time while the
Plan is in effect, may grant Options to such Employees and non-employees as
the Administrator may select, subject to the provisions of this Section 4
and Section 3. Subject to any limitations set forth in the Plan, the
Administrator shall have complete discretion in determining: (a) the
eligible individuals to be granted an Option; (b) the number of shares of
Stock to be subject to the Option; (c) whether the Option is to be an
Incentive Stock Option or a nonqualified stock option; provided that,
Incentive Stock Options may be granted only to Employees of the Company or
a Subsidiary; and (d) any other terms and conditions of the Option as
determined by the Administrator in its sole discretion.

(2) Unless otherwise determined by the Administrator, Incentive Stock
Options: (a) will be exercisable at a purchase price per share of not less
than One Hundred percent (100%) (or, in the case of a Ten Percent
Stockholder, one hundred and ten percent (110%)) of the Fair Market Value
of the Stock on the date of grant; (b) will be exercisable over not more
than ten (10) years (or, in the case of a Ten Percent Stockholder, five (5)
years) after the date of grant; (c) will terminate not later than three (3)
months after the Participant's termination of employment for any reason
other than disability or death; (d) will terminate not later than twelve
(12) months after the Participant's termination of employment as a result
of a disability (within the meaning of Code section 424); and (e) will
comply in all other respects with the provisions of Code section 422.

(3) Nonqualified stock options will be exercisable at purchase prices
of not less than one hundred percent (100%) of the Fair Market Value of the
Stock on the date of grant, unless otherwise determined by the
Administrator. Nonqualified stock options will be exercisable during such
periods or on such date as determined by the Administrator and shall
terminate at such time as the Administrator shall determine. Nonqualified
stock options shall be subject to such terms and conditions as are
determined by the Administrator; provided that any Option granted to a
Section 162(m) Participant shall either have a purchase price of not less
than one hundred percent (100%) of the Fair Market Value of the Stock on
the date of grant or be subject to the attainment of such Performance Goals
as are established by the Administrator, unless otherwise determined by the
Administrator.

(4) Each award agreement evidencing an Incentive Stock Option shall
provide that, to the extent that the aggregate Fair Market Value of Stock
(as determined on the date of the option grant) that may be purchased by a
Participant for the first time during any calendar year pursuant Incentive
Stock Options granted under the Plan or any other plan of the Company or
its Subsidiaries exceeds $100,000,
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then such option as to the excess shall be treated as a nonqualified stock
option. This limitation shall be applied by taking stock options into
account in the order in which they were granted.

(b) Grant of Stock Appreciation Rights.

(1) The Administrator, at any time and from time to time while the
Plan is in effect, may grant Stock Appreciation Rights to such Employees
and non-employees as it may select, subject to the provisions of this
Section 4 and Section 3. Each Stock Appreciation Right may relate to all or
a portion of a specific Option granted under the Plan and may be granted
concurrently with the Option to which it relates or at any time prior to
the exercise, termination or expiration of such Option (a "Tandem SAR"), or
may be granted independently of any Option, as determined by the
Administrator. If the Stock Appreciation Right is granted independently of
an Option, the grant price of such right shall be the Fair Market Value of
Stock on the date of grant of such Stock Appreciation Right; provided,
however, that the Administrator may, in its discretion, fix a grant price
in excess of the Fair Market Value of Stock on such grant date.

(2) Upon exercise of a Stock Appreciation Right, the Participant shall
be entitled to receive, without payment to the Company, either (A) that
number of shares of Stock determined by dividing (i) the total number of
shares of Stock subject to the Stock Appreciation Right being exercised by
the Participant, multiplied by the amount by which the Fair Market Value of
a share of Stock on the day the right is exercised exceeds the grant price
(such amount being hereinafter referred to as the "Spread"), by (ii) the
Fair Market Value of a share of Stock on the exercise date; or (B) cash in
an amount determined by multiplying (i) the total number of shares of Stock
subject to the Stock Appreciation Right being exercised by the Participant,
by (ii) the amount of the Spread; or (C) a combination of shares of Stock
and cash, in amounts determined as set forth in clauses (A) and (B) above,
as determined by the Administrator in its sole discretion; provided,
however, that, in the case of a Tandem SAR, the total number of shares
which may be received upon exercise of a Stock Appreciation Right for Stock
shall not exceed the total number of shares subject to the related Option
or portion thereof, and the total amount of cash which may be received upon
exercise of a Stock Appreciation Right for cash shall not exceed the Fair
Market Value on the date of exercise of the total number of shares subject
to the related Option or portion thereof.

(1) Each Option and Stock Appreciation Right granted under the Plan
shall be exercisable on such date or dates, during such period, for such
number of shares and subject to such further conditions, including but not
limited to the attainment of Performance Goals, as shall be determined by
the Administrator in its sole discretion and set forth in the provisions of
the award agreement with respect to such Option and Stock Appreciation
Right; provided, however, that a Tandem SAR shall not be exercisable prior
to or later than the time the related Option could be exercised; and
provided, further, that in any event no Option or Stock Appreciation Right
shall be exercised beyond ten (10) years from the date of grant.

(2) The Administrator may impose such conditions as it may deem
appropriate upon the exercise of an Option or a Stock Appreciation Right,
including, without limitation, a condition that the Option or Stock
Appreciation Right may be exercised only in accordance with rules and
regulations adopted by the Administrator from time to time and consistent
with the Plan.

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(3) With respect to Options issued with Tandem SARs, the right of a
Participant to exercise the Tandem SAR shall be cancelled if and to the
extent the related Option is exercised, and the right of a Participant to
exercise an Option shall be cancelled if and to the extent that shares
covered by such Option are used to calculate shares or cash received upon
exercise of the Tandem SAR.

(4) If any fractional share of Stock would otherwise be issued to a
Participant upon the exercise of an Option or Stock Appreciation Right, the
Participant shall be paid a cash amount equal to the same fraction of the
Fair Market Value of the Stock on the date of exercise.

(d) Award Agreement. Each Option and Stock Appreciation Right shall be
evidenced by an award agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator from time to
time shall approve.

(e) Payment for Option Shares.

(1) Payment for shares of Stock purchased upon exercise of an Option
granted hereunder shall be made in such manner as is provided in the
applicable award agreement.

(2) Any payment for shares of Stock purchased upon exercise of an
Option granted hereunder shall be made in cash. Notwithstanding the
foregoing, if permitted by the Award Agreement or otherwise permitted by
the Administrator, the payment may be made by delivery of shares of Stock
beneficially owned by the Participant, or attestation by the Participant to
the ownership of a sufficient number of shares of Stock, or by a
combination of cash and Stock, at the election of the Participant;
provided, however, that any shares of Stock so delivered or attested shall
have been beneficially owned by the Participant for a period of not less
than six (6) months prior to the date of exercise. Any such shares of Stock
so delivered or attested shall be valued at their Fair Market Value on the
date of such exercise. The Administrator shall determine whether and if so
the extent to which actual delivery of share certificates to the Company
shall be required. The Administrator also may authorize payment in
accordance with a cashless exercise program under which, if so instructed
by the Participant, Stock may be issued directly to the Participant's
broker upon receipt of the Option purchase price in cash directly to the
broker.

(3) To the extent that the payment of the exercise price for the Stock
purchased pursuant to the exercise of an Option is made with shares of
Stock as provided in this Section 4(e)(2), then, at the discretion of the
Administrator, the Participant may be granted a replacement Option under
the Plan to purchase a number of shares of Stock equal to the number of
shares tendered or attested to as permitted in Section 4(e)(2) hereof, with
an exercise price per share equal to the Fair Market Value on the date of
grant of such replacement Option and with a term extending to the
expiration date of the original Option.

SECTION 5. STOCK AND OTHER STOCK-BASED AND COMBINATION AWARDS

(a) Grants of Other Stock-Based Awards. The Administrator, at any time and
from time to time while the Plan is in effect, may grant Other Stock-Based
Awards to such Employees or non-employees as it may select. Such Plan Awards
pursuant to which Stock is or may in the future be acquired, or Plan Awards
valued or determined in whole or part by reference to or otherwise based on
Stock, may include, but are not limited to, awards of restricted Stock or Plan
Awards denominated in the form of "stock units", grants of so-called "phantom
stock" and options containing terms or provisions differing in whole or in part
from Options granted pursuant to Section 4. Other Stock-Based Awards may be
granted either alone, in addition to, in tandem with or as an alternative to any
other kind of Plan Award, grant or benefit granted under the Plan or under any
other

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employee plan of the Company or Subsidiary, including a plan of any acquired
entity. Each Other Stock-Based Award shall be evidenced by an award agreement in
such form as the Administrator may determine.

(b) Terms and Conditions. Subject to the provisions of the Plan, the
Administrator shall have the authority to determine the time or times at which
Other Stock-Based Awards shall be made, the number of shares of Stock or stock
units and the like to be granted or covered pursuant to such Plan Awards
(subject to the provisions of Section 3) and all other terms and conditions of
such Plan Awards, including, but not limited to, whether such Plan Awards shall
be subject to the attainment of Performance Goals, and whether such Plan Awards
shall be payable or paid in cash, Stock or otherwise.

(c) Consideration for Other Stock-Based Awards. In the discretion of the
Administrator, any Other Stock-Based Award may be granted as a Stock bonus for
no consideration other than services rendered.

(d) Dividend Equivalents on Plan Awards.

(1) The Administrator may determine that a Participant to whom an
Other Stock-Based Award is granted shall be entitled to receive payment of
the same amount of cash that such Participant would have received as cash
dividends if, on each record date during the performance or restriction
period relating to such Plan Award, such Participant had been the holder of
record of a number of shares of Stock subject to the Award (as adjusted
pursuant to Section 10). Any such payment may be made at the same time as a
dividend is paid or may be deferred until such later date as is determined
by the Administrator in its sole discretion. Such cash payments are
hereinafter called "dividend equivalents".

(2) Notwithstanding the provisions of subsection (d)(1), the
Administrator may determine that, in lieu of receiving all or any portion
of any such dividend equivalent in cash, a Participant shall receive an
award of whole shares of Stock having a Fair Market Value approximately
equal to the portion of such dividend equivalent that was not paid in cash.
Certificates for shares of Stock so awarded may be issued as of the payment
date for the related cash dividend or may be deferred until a later date,
and the shares of Stock covered thereby may be subject to the terms and
conditions of the Plan Award to which it relates (including but not limited
to the attainment of any Performance Goals) and the terms and conditions of
the Plan, all as determined by the Administrator in its sole discretion.

SECTION 6. AWARDS TO PARTICIPANTS OUTSIDE OF THE UNITED STATES

In order to facilitate the granting of Plan Awards to Participants who are
foreign nationals or who reside or work outside of the United States of America,
the Administrator may provide for such special terms and conditions, including
without limitation substitutes for Plan Awards, as the Administrator may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Such substitutes for Plan Awards may include a requirement
that the Participant receive cash, in such amount as the Administrator may
determine in its sole discretion, in lieu of any Plan Award or share of Stock
that would otherwise have been granted to or delivered to such Participant under
the Plan. The Administrator may approve any supplements to, or amendments,
restatements or alternative versions of the Plan as it may consider necessary or
appropriate for purposes of this Section 6 without thereby affecting the terms
of the Plan as in effect for any other purpose, and the Secretary or other
appropriate officer of the Company may certify any such documents as having been
approved and adopted pursuant to properly delegated authority; provided,
however, that no such supplements, amendments, restatements or alternative
versions shall include any provision that is inconsistent with the terms of the
Plan as then in effect. Participants subject to the laws of a foreign
jurisdiction may request copies of, or the right to view, any materials that are
required to be provided by the Company pursuant to the laws of such
jurisdiction.
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SECTION 7. PAYMENT OF PLAN AWARDS AND CONDITIONS THEREON

(a) Issuance of Shares. Certificates for shares of Stock issuable pursuant
to a Plan Award shall be issued to and registered in the name of the Participant
who received such Award. The Administrator may require that such certificates
bear such restrictive legend as the Administrator may specify and be held by the
Company in escrow or otherwise pursuant to any form of agreement or instrument
that the Administrator may specify. If the Administrator has determined that
deferred dividend equivalents shall be payable to a Participant with respect to
any Plan Award pursuant to Section 5(d), then concurrently with the issuance of
such certificates, the Company shall deliver to such Participant a cash payment
or additional shares of Stock in settlement of such dividend equivalents.

(b) Substitution of Shares. Notwithstanding the provisions of this
subsection (b) or any other provision of the Plan, the Administrator may specify
that a Participant's Plan Award shall not be represented by certificates for
shares of Stock but shall be represented by rights approximately equivalent (as
determined by the Administrator) to the rights that such Participant would have
received if certificates for shares of Stock had been issued in the name of such
Participant in accordance with subsection (a) (such rights being called "Stock
Equivalents"). Subject to the provisions of Section 10 and the other terms and
provisions of the Plan, if the Administrator shall so determine, each
Participant who holds Stock Equivalents shall be entitled to receive the same
amount of cash that such Participant would have received as dividends if
certificates for shares of Stock had been issued in the name of such Participant
pursuant to subsection (a) covering the number of shares equal to the number of
shares to which such Stock Equivalents relate. Notwithstanding any other
provision of the Plan to the contrary, the Stock Equivalents may, at the option
of the Administrator, be converted into an equivalent number of shares of Stock
or, upon the expiration of any restriction period imposed on such Stock
Equivalents, into cash, under such circumstances and in such manner as the
Administrator may determine.

(c) Effect of Competitive Activity. Anything contained in the Plan to the
contrary notwithstanding, if the employment of any Participant shall terminate,
for any reason other than death, while any Plan Award granted to such
Participant is outstanding hereunder, and such Participant has not yet received
the Stock covered by such Plan Award or otherwise received the full benefit of
such Plan Award, such Participant, if otherwise entitled thereto, shall receive
such Stock or benefit only if, during the entire period from the date of such
Participant's termination to the date of such receipt, such Participant shall
have (1) made himself or herself available, upon request, at reasonable times
and upon a reasonable basis, to consult with, supply information to and
otherwise cooperate with the Company or any Subsidiary with respect to any
matter that shall have been handled by him or her or under his or her
supervision while he or she was in the employ of the Company or of any
Subsidiary, and (2) refrained from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any Subsidiary. In
the event of a Participant's failure to comply with any condition set forth in
this subsection (c), such Participant's rights under any Plan Award shall be
forfeited and cancelled forthwith; provided, however, that the failure to comply
with such condition may at any time (whether before, at the time of or
subsequent to termination of employment) be waived by the Administrator upon its
determination that in its sole judgment there shall not have been and will not
be any such substantial adverse effect.

(d) Effect of Adverse Conduct. Anything contained in the Plan to the
contrary notwithstanding, all rights of a Participant under any Plan Award shall
cease on and as of the date on which it has been determined by the Administrator
that such Participant at any time (whether before or subsequent to termination
of such Participant's employment) acted in a manner Adverse to the best
interests of the Company, any Subsidiary or Affiliate thereof.
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(e) Tax and Other Withholding. Prior to any distribution of cash, Stock or
any other benefit available under a Plan Award (including payments under Section
5(d) and Section 7(b)) to any Participant, appropriate arrangements (consistent
with the Plan and any rules adopted hereunder) shall be made for the payment of
any taxes and other amounts required to be withheld by federal, state or local
law.

(f) Substitution. The Administrator, in its sole discretion, may
substitute a Plan Award for another Plan Award or Plan Awards of the same or
different type.

SECTION 8. NON-TRANSFERABILITY OF PLAN AWARDS

(a) Restrictions on Transfer of Awards. Plan Awards shall not be
assignable or transferable by the Participant other than by will or by the laws
of descent and distribution except that the Participant may, with the consent of
the Administrator, transfer without consideration Plan Awards that do not
constitute Incentive Stock Options to the Participant's spouse, children or
grandchildren (or to one or more trusts for the benefit of any such family
members or to one or more partnerships in which any such family members are the
only partners).

(b) Attachment and Levy. No Plan Award shall be subject, in whole or in
part, to attachment, execution or levy of any kind, and any purported transfer
in violation hereof shall be null and void. Without limiting the generality of
the foregoing, no domestic relations order purporting to authorize a transfer of
a Plan Award, or to grant to any person other than the Participant the authority
to exercise or otherwise act with respect to a Plan Award, shall be recognized
as valid.

SECTION 9. DESIGNATION OF BENEFICIARIES

Anything contained in the Plan to the contrary notwithstanding, a
Participant may file with the Company a written designation of a beneficiary or
beneficiaries under the Plan, subject to such limitations as to the classes and
number of beneficiaries and contingent beneficiaries and such other limitations
as the Administrator from time to time may prescribe. A Participant may from
time to time revoke or change any such designation of beneficiary. Any
designation of a beneficiary under the Plan shall be controlling over any other
disposition, testamentary or otherwise; provided, however, that if the
Administrator shall be in doubt as to the entitlement of any such beneficiary to
receive any Option, Stock Appreciation Right or Other Stock-Based Award, or if
applicable law requires the Company to do so, the Administrator may recognize
only the legal representative of such Participant, in which case the Company and
the Administrator shall not be under any further liability to anyone. In the
event of the death of any Participant, the term "Participant" as used in the
Plan shall thereafter be deemed to refer to the beneficiary designated pursuant
to this Section 9 or, if no such designation is in effect, the executor or
administrator of the estate of such Participant, unless the context otherwise
requires.

SECTION 10. MERGER, CONSOLIDATION, STOCK DIVIDENDS, ETC.

(a) Adjustments. In the event of any merger, consolidation,
reorganization, stock split, stock dividend or other event affecting Stock, an
appropriate adjustment shall be made in the total number of shares available for
Plan Awards and in all other provisions of the Plan that include a reference to
a number of shares, and in the numbers of shares covered by, and other terms and
provisions (including but not limited to the grant or exercise price of any Plan
Award) of outstanding Plan Awards.

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(b) Administrator Determinations. The foregoing adjustments and the manner
of application of the foregoing provisions shall be determined by the
Administrator in its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to a
Plan Award.

SECTION 11. ACCELERATION OF PAYMENT OR MODIFICATION OF PLAN AWARDS

(a) Acceleration and Modification. The Administrator, in the event of the
death of a Participant or in any other circumstance, may accelerate distribution
of any Plan Award in its entirety or in a reduced amount, in cash or in Stock,
or modify any Plan Award, in each case on such basis and in such manner as the
Administrator may determine in its sole discretion.

(b) Change in Control. Notwithstanding any other provision of the Plan,
unless the Administrator determines otherwise at the time of grant, upon the
occurrence of a Change in Control, (1) any Plan Awards outstanding as of the
date of such Change in Control, and that are not then vested, shall become fully
vested, and (2) any restrictions or other conditions applicable to any
outstanding Awards shall lapse, and such Plan Awards shall become free of all
restrictions and conditions. Notwithstanding the foregoing, if a successor
corporation or other entity as contemplated in clause (i) or (ii) of Section
1(b)(5) hereof agrees to assume the outstanding Plan Awards or to substitute
substantially equivalent awards, then the outstanding Plan Awards issued
hereunder shall not be immediately exercisable, but shall remain exercisable in
accordance with the terms of the Plan and the applicable award agreements.

SECTION 12. RIGHTS AS A STOCKHOLDER

A Participant shall not have any rights as a stockholder with respect to
any share covered by any Plan Award until such Participant shall have become the
holder of record of such share.

SECTION 13. TERM, AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN AND
AGREEMENTS

(a) Term. Unless terminated earlier pursuant to subsection (b), the Plan
shall terminate on the tenth (10th) anniversary of the effective date of the
Plan.

(b) Amendment, Modification and Termination of Plan. The Board may, at any
time, amend or modify the Plan or any outstanding Plan Award, including without
limitation, to authorize the Administrator to make Plan Awards payable in other
securities or other forms of property of a kind to be determined by the
Administrator, and such other amendments as may be necessary or desirable to
implement such Plan Awards, and may terminate the Plan or any provision thereof;
provided, however, that no amendment shall be made without the approval of the
stockholders of the Company if such approval would be required by the Code.
Subject to the provisions of subsection (c), the Administrator may, at any time
and from time to time, amend or modify any outstanding Plan Award to the extent
not inconsistent with the terms of the Plan.

(c) Limitation. Subject to the provisions of subsection (e), no amendment
to or termination of the Plan or any provision hereof, and no amendment or
cancellation of any outstanding Plan Award, by the Board, the Administrator or
the stockholders of the Company, shall, without the written consent of the
affected Participant, adversely affect any outstanding Plan Award.

(d) Survival. The Administrator's authority to act with respect to any
outstanding Plan Award and the Board's authority to amend the Plan shall survive
termination of the Plan.

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(e) Amendment for Changes in Law. Notwithstanding the foregoing
provisions, the Board and Administrator shall have the authority to amend
outstanding Plan Awards and the Plan to take into account changes in law and tax
and accounting rules as well as other developments, and to grant Plan Awards
that qualify for beneficial treatment under such rules, without stockholder
approval (unless otherwise required by law or the applicable rules of any
securities exchange on which the Stock is then traded) and without Participant
consent.

SECTION 14. INDEMNIFICATION AND EXCULPATION

(a) Indemnification. Each person who is or shall have been a member of the
Board and the Administrator shall be indemnified and held harmless by the
Company against and from any and all loss, cost, liability or expense that may
be imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
or become a party or in which such person may be or become involved by reason of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by such person in settlement thereof (with the Company's
written approval) or paid by such person in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment in favor of the Company based
upon a finding of such person's lack of good faith; subject, however, to the
condition that, upon the institution of any claim, action, suit or proceeding
against such person, such person shall in writing give the Company an
opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on such person's behalf. The foregoing
right of indemnification shall not be exclusive of any other right to which such
person may be entitled as a matter of law or otherwise, or any power that the
Company may have to indemnify or hold such person harmless.

(b) Exculpation. Each member of the Board and the Administrator, and each
officer and employee of the Company, shall be fully justified in relying or
acting in good faith upon any information furnished in connection with the
administration of the Plan by any appropriate person or persons other than such
person. In no event shall any person who is or shall have been a member of the
Board, or the Administrator, or an officer or employee of the Company, be held
liable for any determination made or other action taken or any omission to act
in reliance upon any such information, or for any action (including the
furnishing of information) taken or any failure to act, if in good faith.

SECTION 15. EXPENSES OF PLAN

The entire expense of offering and administering the Plan shall be borne by
the Company and its participating Subsidiaries; provided, that the costs and
expenses associated with the redemption or exercise of any Plan Award, including
but not limited to commissions charged by any agent of the Company, may be
charged to the Participants.

SECTION 16. FINALITY OF DETERMINATIONS

Each determination, interpretation, or other action made or taken pursuant
to the provisions of the Plan by the Board or the Administrator shall be final
and shall be binding and conclusive for all purposes and upon all persons,
including, but without limitation thereto, the Company, its Subsidiaries, the
stockholders, the Administrator, the directors, officers, and employees of the
Company and its Subsidiaries, the Participants, and their respective successors
in interest.

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SECTION 17. NO RIGHTS TO CONTINUED EMPLOYMENT OR TO PLAN AWARD

(a) No Right to Employment. Nothing contained in this Plan, or in any
booklet or document describing or referring to the Plan, shall be deemed to
confer on any Participant the right to continue as an employee of the Company or
any Subsidiary, whether for the duration of any performance period, restriction
period, or vesting period under a Plan Award, or otherwise, or affect the right
of the Company or Subsidiary to terminate the employment of any Participant for
any reason.

(b) No Right to Award. No Employee or other person shall have any claim or
right to be granted a Plan Award under the Plan. Receipt of an Award under the
Plan shall not give a Participant or any other person any right to receive any
other Plan Award under the Plan. A Participant shall have no rights in any Plan
Award, except as set forth herein and in the applicable award agreement.

SECTION 18. GOVERNING LAW AND CONSTRUCTION

The Plan and all actions taken hereunder shall be governed by, and the Plan
shall be construed in accordance with, the laws of the State of Florida without
regard to principles of conflict of laws. Titles and headings to Sections are
for purposes of reference only, and shall in no way limit, define or otherwise
affect the meaning or interpretation of the Plan.

SECTION 19. SECURITIES AND STOCK EXCHANGE REQUIREMENTS

(a) Restrictions on Resale. Notwithstanding any other provision of the
Plan, no person who acquires Stock pursuant to the Plan may, during any period
of time that such person is an affiliate of the Company (within the meaning of
the rules and regulations of the Securities Exchange Commission), sell or
otherwise transfer such Stock, unless such offer and sale or transfer is made
(1) pursuant to an effective registration statement under the Securities Act of
1933 ("1933 Act"), which is current and includes the Stock to be sold, or (2)
pursuant to an appropriate exemption from the registration requirements of the
1933 Act, such as that set forth in Rule 144 promulgated pursuant thereto.

(b) Registration, Listing and Qualification of Shares of Common
Stock. Notwithstanding any other provision of the Plan, if at any time the
Administrator shall determine that the registration, listing or qualification of
the Stock covered by a Plan Award upon any securities exchange or under any
foreign, federal, state or local law or practice, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of such Plan Award or the purchase or
receipt of Stock in connection therewith, no Stock may be purchased, delivered
or received pursuant to such Plan Award unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any condition not acceptable to the Administrator. Any person receiving
or purchasing Stock pursuant to a Plan Award shall make such representations and
agreements and furnish such information as the Administrator may request to
assure compliance with the foregoing or any other applicable legal requirements.
The Company shall not be required to issue or deliver any certificate or
certificates for Stock under the Plan prior to the Administrator's determination
that all related requirements have been fulfilled. The Company shall in no event
be obligated to register any securities pursuant to the 1933 Act or applicable
state or foreign law or to take any other action in order to cause the issuance
and delivery of such certificates to comply with any such law, regulation, or
requirement.

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APPENDIX B

SYKES ENTERPRISES, INCORPORATED
RESTATED AUDIT COMMITTEE CHARTER
APRIL 24, 2000

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:

- Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control system.

- Review and appraise the audit efforts of the Corporation's independent
accountants and internal auditing department.

- Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal auditing
department, and the Board of Directors.

The Audit Committee will primarily fulfill three responsibilities by
carrying out the activities enumerated in Section IV of this Charter. This
Charter, however, is not intended to, and does not, create any legal or
fiduciary duties or responsibilities or form the basis for a breach of fiduciary
duty or potential liability if not complied with.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be "independent" as that term is
used in the applicable rules and regulations of the National Association of
Securities Dealers, Inc., and free from any relationship that, in the opinion of
the Board, would interfere with the exercise of his or her independent judgment
as a member of the Committee. All members of the Committee shall have a working
familiarity with basic finance and accounting practices, and at least one member
of the Committee shall have accounting or related financial management
expertise. Committee members may enhance their familiarity with finance and
accounting by participating in educational programs conducted by the Corporation
or an outside consultant.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.

III. MEETINGS

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management,

B-1
45

the director of the internal auditing department and the independent accountants
in separate executive sessions to discuss any matters that the Committee or each
of these groups believe should be discussed privately. In addition, the
Committee or at least its Chair should meet with the independent accountants and
management quarterly to review the Corporations financials consistent with Item
IV.4. below.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

DOCUMENTS/REPORTS REVIEW

1. Review and update this Charter periodically, at least annually, as
conditions dictate.

2. Review the organization's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered by
the independent accountants.

3. Review the regular internal reports to management prepared by the internal
auditing department and management's response.

4. Review with financial management and the independent accountants the 10-Q
prior to its filing, or prior to the release of earnings. The Chair of the
Committee may represent the entire Committee for purposes of this review.

INDEPENDENT ACCOUNTANTS

5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the fees
and other compensation to be paid to the independent accountants. On an
annual basis, the Committee should review and discuss with the accountants
all significant relationships the accountants have with the Corporation to
determine the accountants' independence.

6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

7. Periodically consult with the independent accountants out of the presence of
management about internal controls and the completeness and accuracy of the
organization's financial statements.

FINANCIAL REPORTING PROCESSES

8. In consultation with the independent accountants and the internal auditors,
review the integrity of the organization's financial reporting processes,
both internal and external.

9. Consider the independent accountants' judgements about the quality and
appropriateness of the Corporation's accounting principles as applied in its
financial reporting.

10. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or the internal auditing department.

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46

PROCESS IMPROVEMENT

11. Establish regular and separate systems of reporting to the Audit Committee
by each of management, the independent accountants and the internal auditors
regarding any significant judgments made in management's preparation of the
financial statements and the view of each as to appropriateness of such
judgments.

12. Following completion of the annual audit, review separately with each of
management, the independent accountants and the internal auditing department
any significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required
information.

13. Review any significant disagreement among management and the independent
accountants or the internal auditing department in connection with the
preparation of the financial statements.

14. Review with the independent accountants, the internal auditing department
and management the extent to which changes or improvements in financial or
accounting practices, as approved by the Audit Committee, have been
implemented. (This review should be conducted at an appropriate time
subsequent to implementation of changes or improvements, as decided by the
Committee.)

ETHICAL AND LEGAL COMPLIANCE

15. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.

16. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that Corporation's financial statements,
reports and other financial information disseminated to governmental
organizations, and the public satisfy legal requirements.

17. Review activities, organizational structure, and qualifications of the
internal audit department.

18. Review with the organization's counsel, legal compliance matters including
corporate securities trading policies.

19. Review with the organization's counsel, any legal matter that could have a
significant impact on the organization's financial statements.

20. Perform any other activities consistent with this Charter, the Corporation's
By-laws and governing law, as the Committee or the Board deems necessary or
appropriate.

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47
SYKES ENTERPRISES, INCORPORATED
ANNUAL MEETING OF SHAREHOLDERS, APRIL 26 2001

THIS PROXY IS SOLICITED ON BEHALF BY THE BOARD OF DIRECTORS

The undersigned shareholder of Sykes Enterprises, Incorporated (the
"Company") hereby appoints John H. Sykes, W. Michael Kipphut and James T. Holder
as Proxies each with the power to appoint a substitute, and hereby authorizes
them to vote all such shares of the Company as to which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company and at all
adjournments thereof, to be held at the Hyatt Regency, 211 N. Tampa Street,
Tampa, Florida on Thursday, April 26, 2001 at 10:00 a.m. Eastern Standard Time,
in accordance with the following instructions.:

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1 AND FOR ITEMS
2 AND 3.

DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
1. TO ELECT FIVE DIRECTORS:

(to serve for a term of 1. H. Park Helms 2. Adelaide A. Sink
three years) 3. Linda F. McClintock-Greco, M.D.
(to serve for a term of 4. William J. Meurer
two years)
(to serve for a term of 5. Thomas F. Skelly
one year)

[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left (except) to vote for all nominees
as specified below). listed to the left.

(Instructions: To withhold authority to
vote for any indicated nominee, write the
number(s) of the nominee(s) in the box
provided to the right.) [ ]

2. To approve the adoption of the Company's 2001 Equity Incentive Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent public accountants for the fiscal year ending December 31, 2001.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before this meeting or any adjournments or
postponement(s) thereof.

Check appropriate box Date______________ NO. OF SHARES
Indicate changes below: [ ]
Address Change? [ ] Name Change? [ ] SIGNATURE(S) IN BOX
Please sign exactly as
your name appears on
the Proxy. When shares
are held by joint
tenants, both should
sign. When signing as
attorney, executor,
administrator, trustee
or partner, please
give full title as
such. If a
corporation, please
sign in full corporate
name by president or
by other authorized
officer. If a
partnership, please
sign in partnership
name by authorized
person.