0001193125-10-041928 Sample Contracts

CHANGE-IN-CONTROL AGREEMENT
Change-in-Control Agreement • February 26th, 2010 • Convergys Corp • Services-computer integrated systems design • Ohio

In order to recognize and encourage your continued commitment to Convergys Corporation and any affiliated entity (“Convergys” or “Company”), we are pleased to offer you the following benefit:

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Employment Agreement
Employment Agreement • February 26th, 2010 • Convergys Corp • Services-computer integrated systems design • Ohio

This Agreement is made as of September 1, 2002 (the “Effective Date”) between Convergys Corporation, an Ohio Corporation (“Employer”) and Robert A. Lento (“Employee”).

Contract
Five-Year Competitive Advance and Revolving Credit Facility Agreement • February 26th, 2010 • Convergys Corp • Services-computer integrated systems design • New York

SECOND AMENDMENT dated as of February 12, 2010 (this “Amendment”), to the FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of October 20, 2006, as heretofore amended (as so amended, the “Credit Agreement”), among CONVERGYS CORPORATION, an Ohio corporation, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Amendment to Agreement
Amendment to Agreement • February 26th, 2010 • Convergys Corp • Services-computer integrated systems design

This is an Amendment to the Agreement of the date shown above (the “Agreement”) between Convergys Corporation (the “Employer”) and the Employee stated above (“Executive”), which Amendment is made to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), effective January 1, 2009 (“Effective Date”). The Agreement is hereby amended as follows:

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