ITEM 3.03. Material Modification to Rights of Security Holders

Convergys Corporation (the "Company") entered into an amendment (the "Amendment") dated December 1, 2008, between the Company and Computershare Trust Company, N.A. (the "Rights Agent"), to its Rights Agreement (the "Rights Agreement"), dated as of November 30, 1998, between the Company and the Rights Agent. The Amendment extends the Final Expiration Date (as defined in the Rights Agreement) to June 30, 2009. The Amendment is designed to guard against the acquisition of control of the Company through market purchases at an inadequate price and in a manner that does not treat all stockholders equally during the current period of extraordinary volatility and disruption in the stock market. The Amendment was entered into in the normal course and not in response to any acquisition proposal.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits:

4.1 Rights Agreement, dated as of November 30, 1998, between Convergys Corporation and Computershare Trust Company, N.A. (as successor for the Fifth Third Bank, N.A.), as Rights Agent, which includes as Exhibit A thereto the Form of Certificate of Amendment of the Amended Articles of Incorporation of Convergys Corporation providing for a series of Voting Preferred Shares and designating such shares as Series A Preferred Shares, as Exhibit B thereto the Form of Rights Certificate, and as Exhibit C thereto the Summary of Rights to Purchase Preferred Shares (filed as Exhibit 4.1 to Convergys Corporation's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 23, 1998)

4.2 Amendment No. 1, dated December 1, 2008, to the Rights Agreement, dated as of November 30, 2008, between Convergys Corporation and Computershare Trust Company, N.A. (as successor for the Fifth Third Bank, N.A.), as Rights Agent.

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