On February 4, 2009, Convergys Corporation (the "Company") and JANA Partners LLC ("JANA"), an affiliate of a shareholder of the Company, entered into an agreement (the "Agreement") pursuant to which, among other things:

• The Company has agreed that it will appoint to its board of directors (the "Board") (1) as a Class II director, Barry Rosenstein, a senior executive of JANA (the "JANA Director"), (2) as a Class I director, Jeffrey H. Fox, an independent director designated by JANA and (3) as a Class III director, an independent director to be jointly selected by JANA and the Governance and Nominating Committee of the Company (the "2009 Class III Independent Director"), such appointment to take place promptly after the individual has been identified and conditions to such appointment have been satisfied.

• If JANA so requests in writing after November 30, 2009 and on or prior to January 1, 2010, provided that certain conditions are met, the Company also has agreed, not later than 30 days prior to the Company's 2010 annual meeting, to appoint to the Board as a Class I director, an additional independent director to be designated by JANA and as a Class III director, an additional independent director to be jointly selected by JANA and the Governance and Nominating Committee of the Company (the "2010 Class III Independent Director").

• The Company has agreed to (1) nominate the JANA Director for election as a director of the Company at its 2009 annual meeting of shareholders, and
(2) to nominate the 2009 Class III Independent Director and 2010 Class III Independent Director for election as directors of the Company at its 2010 annual meeting of shareholders, if certain conditions are met in each case, including JANA beneficially owning at least 10% of the outstanding shares of the Company's common stock through the date of the 2009 annual meeting in the case of clause (1) and at least 5% of the standing shares of the Company's common stock through the date of the 2010 annual meeting in the case of clause (2). As a condition to his or her nomination as described in the preceding sentence, the JANA Director will agree to resign as a director of the Company effective as of the earlier to occur of (i) the Company's 2011 annual meeting of shareholders and (ii) following the expiration of the Standstill Period (as defined below), the taking of any action by JANA which would violate the standstill provisions had such action taken place prior to the expiration of the Standstill Period.

• JANA has agreed that from the date of the Agreement until the date that is the earliest of (1) the date that is six months after the date of the conclusion of the Company's 2010 annual meeting of shareholders,
(2) December 31, 2010 and (3) thirty calendar days prior to any applicable deadline by which a shareholder must give notice to the Company of its intention to nominate a director for election at the Company's 2011 annual meeting of shareholders under the Company's Regulations or other applicable laws (the "Standstill Period"), neither it nor its affiliates or associates will:

• subject to certain specified exceptions relating to the actions of JANA's representative on the Board and certain transactions recommended or approved by the Board, effect or seek (1) any acquisition of any securities, rights or options to

• form or join in a group with respect to the common stock of the Company, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in the preceding bullet point, or deposit any shares of common stock of the Company in a voting trust or subject any such shares to any voting agreement; or

• act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company, or initiate or take any action to obtain representation on the Board (other than, generally, in accordance with the Agreement).

• If the Company forms any Board committee the primary purpose of which is to review the strategic direction or operational performance of the Company, the Company has agreed to appoint the JANA Director (or his successor, if any) to such committee to serve until the expiration of the Standstill Period.

• During the Standstill Period, the Company has agreed that, with one limited exception, (1) it will not fill any vacancy occurring on the Board if as a result of filling such vacancy, the Board would have more than fourteen members and (2) it will not increase the size of the Board unless following such increase the Board would have no more than fourteen members.

• Each of the Company and JANA has generally agreed not to make any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, the other party or any of its officers or directors during the Standstill Period.

• JANA has agreed that during the Standstill Period, it will cause its and its affiliates' shares of common stock of the Company to be voted in favor of the directors nominated by the Board for election and as recommended by the Board on any other matter to be voted on at any annual meetings or special meetings that relates to the composition, structure or functioning of the Board.

• The Company has agreed, within 30 days of the date of the Agreement, to amend the Rights Agreement, dated as of November 30, 1998, between the Company and Computershare Trust Company, N.A. (as successor for the Fifth Third Bank, N.A.) (as amended, the "Rights

A copy of the Agreement is filed with this Form 8-K and attached hereto as . . .

On February 4, 2009, pursuant to the Agreement, the Company expanded its Board to 13 members and appointed Barry Rosenstein and Jeffrey H. Fox as directors. Mr. Rosenstein will serve on the Finance Committee of the Board and Mr. Fox will serve on the Audit Committee of the Board. The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Each of Messrs. Rosenstein and Fox will receive the standard compensation received by non-employee directors. These compensation arrangements were described in the Company's definitive proxy statement on Schedule 14A filed on March 12, 2008 with the Securities and Exchange Commission.

In connection with the Agreement, the Company, JANA and certain other parties thereto entered into a confidentiality agreement, dated February 4, 2009 (the "Confidentiality Agreement"). A copy of the Confidentially Agreement is filed with this Form 8-K and attached hereto as Exhibit 99.2. The full text of the Confidentiality Agreement is incorporated herein by reference.

(d) Exhibits:

10.1     Agreement, dated February 4, 2009, by and between Convergys Corporation
         and JANA Partners LLC

99.1     Convergys Corporation Press Release, dated February 5, 2009

99.2     Confidentiality Agreement, dated February 4, 2009, by and among Convergys
         Corporation, JANA Partners LLC, Barry Rosenstein and Adam Scotch