ITEM 3.03 Material Modification to Rights of Security Holders

Convergys Corporation (the "Company") entered into an amendment (the "Amendment No. 2") dated February 9, 2009, 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, as amended by Amendment No. 1 to Rights Agreement dated December 1, 2008. Amendment No. 2 amends the "Beneficial Ownership" threshold for becoming an Acquiring Person within the Rights Agreement from 15% to 20% of the outstanding Common Shares.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to (i) Amendment No. 2 (which is filed as Exhibit 4.3 to the Company's Amended Registration Statement on Form 8-A/A filed by the Company with the Securities and Exchange Commission on February 9, 2009), (ii) Amendment No. 1 to Rights Agreement (which is filed as Exhibit 4.1 to the Registration Statement on Form 8-A/A filed by the Company with the Securities and Exchange Commission on December 1, 2008), and (iii) the Rights Agreement (which is filed as Exhibit 4.1 to the Registration Statement on Form 8-A filed by the Company with the Securities and Exchange Commission on December 23, 1998); each of which is incorporated by reference herein.

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, 1998, between Convergys Corporation and Computershare Trust Company, N.A. (as successor for the Fifth Third Bank, N.A.), as Rights Agent (filed as Exhibit 4.1 to Convergys Corporation's Amended Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on December 1, 2008)

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4.3 Amendment No. 2, dated February 9, 2009, to the 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 (filed as Exhibit 4.3 to Convergys Corporation's Amended Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on February 9, 2009)

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