S-4/A

As filed with the Securities and Exchange Commission on September 9, 2009

Registration No. 333-161586

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CONVERGYS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Ohio	7373	31-1598292
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

201 East Fourth Street, Cincinnati, OH 45202

(513) 723-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Timothy Wesolowski

Senior Vice President-Finance & Controller

Convergys Corporation

201 East Fourth Street, Cincinnati, OH 45202

(513) 723-6699

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Gina K. Gunning, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, OH 44114
(216) 586-3939 Kevin C. O’Neil, Esq.
Convergys Corporation
201 East Fourth Street
Cincinnati, OH 45202
(513) 723-6699 Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

Approximate date of commencement of proposed sale to public:  Upon consummation of the Exchange Offer referred to in this document.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14e-1(d) (Cross-Border Third Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum		Amount of
Title of each class of	Amount to be		offering		aggregate		registration
securities to be registered	registered		price per share		offering price(1)		fee
5.75% Junior Subordinated Convertible Debentures due 2029	$	125,000,000(2)		n/a	$	127,812,500	$	7,132(3)
Common Shares, no par value		10,477,778 shares(4)		(4)		(4)		(4)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) under the Securities Act. The fee was calculated based upon the September 4, 2009 closing bid price for Convergys Corporation’s outstanding 4.875% Senior Notes due 2009 of $1,017.5 per $1,000 principal amount and the September 4, 2009 closing ask price of $1,027.5 per aggregate principal amount, the average of which equals $1,022.5.
(2)	Represents the maximum aggregate principal amount of Convergys Corporation’s 5.75% Junior Subordinated Convertible Debentures due 2029 that may be issued in the Exchange Offer to which this Registration Statement relates.
(3)	$6,961.05 of this fee was paid by the Registrant with the initial filing of this Registration Statement on August 27, 2009. The balance of this fee ($171) is being paid with this Amendment No. 1.
(4)	The number of common shares to be issued upon conversion of the 5.75% Junior Subordinated Convertible Debentures due 2029 was calculated based on the minimum conversion price of $11.93 per share (which represents the maximum amount of common shares issuable). In addition to the common shares set forth in the table, the amount to be registered includes an indeterminate number of common shares issuable upon conversion of the 5.75% Junior Subordinated Convertible Debentures due 2029, as such amount may be adjusted due to stock-splits, stock dividends and anti-dilution provisions or otherwise pursuant to the terms of the 5.75% Junior Subordinated Convertible Debentures due 2029, including upon the occurrence of certain corporate events, as described in this Registration Statement. Pursuant to Rule 457(i) under the Securities Act, there is no filing fee with respect to the common shares issuable upon conversion of the 5.75% Junior Subordinated Convertible Debentures due 2029 registered hereby.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and the securities being registered may not be exchanged until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange securities, and we are not soliciting an offer to buy or exchange securities, in any state where the offer, sale or exchange is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2009

PRELIMINARY PROSPECTUS

CONVERGYS CORPORATION

Offer to exchange

up to $125,000,000 aggregate principal amount of

5.75% Junior Subordinated Convertible Debentures due 2029

for up to $122,549,019 aggregate principal amount of our outstanding 4.875% Senior Notes due 2009

(CUSIP No. 212485 AD8)

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we are offering to exchange $1,020 principal amount of our new 5.75% Junior Subordinated Convertible Debentures due 2029 (the “2029 Debentures”) for each $1,000 principal amount of our 4.875% Senior Notes due 2009 (the “2009 Senior Notes”), provided that the maximum aggregate principal amount of 2029 Debentures that we will issue is $125,000,000 (the “Maximum Issue Amount”). We refer to this offer as the “Exchange Offer.” We will accept for exchange a maximum aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn (with adjustments downward to avoid the exchange of 2009 Senior Notes in a principal amount other than integral amounts of $1,000) on a pro rata basis, such that the aggregate principal amount of 2029 Debentures issued in the Exchange Offer does not exceed the Maximum Issue Amount. As of September 8, 2009, the aggregate principal amount of 2009 Senior Notes outstanding was $192.6 million. We will also pay in cash accrued and unpaid interest on the 2009 Senior Notes accepted for exchange from the last applicable interest payment date to, but excluding, the date on which the exchange of 2009 Senior Notes accepted for exchange is settled (such date is referred to herein as the “Settlement Date”). The 2029 Debentures will be issued only in denominations of $1,000 and integral multiples of $1,000.

Our common shares are traded on The New York Stock Exchange under the symbol “CVG.” On September 8, 2009, the last reported sale price of our common shares on The New York Stock Exchange was $10.87 per share. The 2009 Senior Notes are not listed for trading on any national securities exchange. The 2029 Debentures will not be listed on any national securities exchange, but the common shares underlying the 2029 Debentures will be approved for listing by The New York Stock Exchange upon issuance.

We urge you to read carefully the “Risk factors” section beginning on page 21 of this prospectus before you make any decision regarding the Exchange Offer.

None of us, the Dealer Manager, the Exchange Agent, the Information Agent or any other person is making any recommendation as to whether or not you should tender your 2009 Senior Notes for exchange in the Exchange Offer. You must make your own decision whether to tender 2009 Senior Notes in the Exchange Offer, and, if so, the amount of 2009 Senior Notes to tender.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Dealer Manager for the Exchange Offer is:

J.P. Morgan

The date of this prospectus is          , 2009.

(Cover page continued)

The 2029 Debentures will be our junior unsecured obligations.

The 2029 Debentures will be convertible into cash and our common shares (subject to our right to pay cash in respect of all or a portion of such shares), if any, pursuant to the terms of the 2029 Debentures. The initial conversion rate of the 2029 Debentures will be specified in the indenture, and will equal $1,000, divided by the initial conversion price. The initial conversion price will be equal to the greater of (i) 125% of the “average VWAP” and (ii) $11.93 (the “Minimum Conversion Price”). The “average VWAP” means the arithmetic average of the “daily VWAP” for each trading day during the three trading day period ending on, and including, the second business day prior to the Expiration Date (as defined below) (such period, the “Averaging Period”), rounded to four decimal places. The “daily VWAP” for any trading day means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CVG.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one common share on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The “daily VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. The conversion rate, and thus the conversion price, will be subject to adjustment as described in this prospectus. Because the initial conversion price will not be less than $11.93, in no event will the initial conversion rate be greater than 83.8223 of our common shares per $1,000 principal amount of 2029 Debentures. Throughout the Exchange Offer, holders of the 2009 Senior Notes can obtain the indicative average VWAP and the resulting indicative initial conversion price and initial conversion rate with respect to the 2029 Debentures at http://www.dfking.com/convergys and from the Information Agent at one of its numbers listed on the back cover of this prospectus.

The Exchange Offer is subject to the general conditions discussed under “The Exchange Offer—Conditions to the Exchange Offer”, including the condition that the registration statement of which this prospectus forms a part must have become effective under the Securities Act of 1933, as amended (the “Securities Act”) and shall not be subject to a stop order, and no proceedings for that purpose shall have been instituted or be pending or, to our knowledge, be contemplated or threatened by the SEC. The Exchange Offer is also conditioned on a minimum aggregate principal amount of 2009 Senior Notes being validly tendered and not validly withdrawn such that at least $50,000,000 aggregate principal amount of 2029 Debentures will be issued in the Exchange Offer.

Holders may withdraw their tendered 2009 Senior Notes at any time prior to the expiration of the Exchange Offer in accordance with the procedures described in this prospectus. In addition, holders may withdraw any tendered 2009 Senior Notes that are not accepted for exchange by us after the expiration of 40 business days from September 9, 2009, if such 2009 Senior Notes have not been previously returned to you.

The Exchange Offer will expire at midnight, New York City time, on October 6, 2009, unless extended or earlier terminated by us. Any reference in this prospectus to the “Expiration Date” means October 6, 2009, or, if the Exchange Offer is extended or earlier terminated by us, such other date to which the Exchange Offer is extended or as of which the Exchange Offer is terminated by us. Any reference in this prospectus to the “expiration of the Exchange Offer” means midnight, New York City time, on the Expiration Date. If the Exchange Offer is extended before the commencement of the originally scheduled Averaging Period, the Averaging Period described above will be reset to correspond to the new Expiration Date. Any extension announced after the commencement of the originally scheduled Averaging Period will not affect the Averaging Period.

See “Description of differences between the 2029 Debentures and the 2009 Senior Notes” for a summary of the material differences between the 2029 Debentures and the 2009 Senior Notes.

Table of contents

	Page
Forward-looking statements		ii
Where you can find more information		ii
Questions and answers about the Exchange Offer		iv
Summary		1
Risk factors		21
Selected financial and operating data		40
Use of proceeds		41
Capitalization		42
Ratio of earnings to fixed charges		43
The Exchange Offer		44
Price range of common shares and dividend policy		59
Description of other indebtedness		60
Description of the 2029 Debentures		66
Description of capital stock		104
Description of differences between the 2029 Debentures and the 2009 Senior Notes		105
Material U.S. federal income tax considerations		116
ERISA considerations		127
Interests of directors and executive officers		128
The Dealer Manager		128
The Exchange Agent		128
The Information Agent		129
Legal matters		129
Experts		129
EX-4.1
EX-5.1
EX-8.1
EX-12.1
EX-23.1
EX-25.1
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5

Except as otherwise expressly provided herein and unless the context otherwise requires, in this prospectus, the terms “the Company,” “we,” “us,” “our” and “Convergys” refer to Convergys Corporation and its subsidiaries.

Neither we nor any of our representatives is making any representation to you regarding the legality of a tender of 2009 Senior Notes by you under applicable laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of tendering your 2009 Senior Notes in the Exchange Offer.

In deciding whether to tender 2009 Senior Notes in the Exchange Offer, you must rely on your own examination of our business and the terms of the Exchange Offer, including the merits and risks involved. The information contained or incorporated by reference in this prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission (the “SEC”). You should rely only on the information and representations contained or incorporated by reference in this prospectus. Neither we, the Dealer Manager, the Exchange Agent, nor the Information Agent has authorized any other person to provide you with different information. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Neither we nor any of our representatives are making an offer to sell the 2029 Debentures in any jurisdiction in which the Exchange Offer is not permitted.

Forward-looking statements

Some of the statements contained and incorporated by reference in this prospectus that are not historical in nature may constitute forward-looking statements. These statements are often identified by the words “will,” “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “hope,” or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control.

All forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those factors set forth under the caption “Risk factors” in this prospectus, and under the captions “Business,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2008 and our subsequently filed Quarterly Reports on Form 10-Q, as applicable, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus. Forward-looking statements speak only as of the date on which they are made. We undertake no obligation, except as required by law, to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety. Before deciding whether to participate in the Exchange Offer, you should consider carefully all of the factors set forth or referred to in this prospectus that could cause actual results to differ.

Where you can find more information

Available information

We file periodic reports, proxy statements and other information with the SEC. You may read and copy (at prescribed rates) any such reports, proxy statements and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. For further information concerning the SEC’s Public Reference Room, you may call the SEC at 1-800-SEC-0330. Some of this information may also be accessed on the World Wide Web through the SEC’s Internet address at http://www.sec.gov. This website address is not intended to be an active link and information on this website is not incorporated in, and should not be construed to be a part of, this prospectus.

Incorporation by reference

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. This prospectus incorporates business and financial information about us that is not included in or delivered with the prospectus. The information incorporated by

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reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents and reports listed below (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items):

•  our Annual Report on Form 10-K for the fiscal year ended December 31, 2008;

•  our Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2009 and June 30, 2009;

•  our Current Reports on Form 8-K filed February 5, 2009, February 9, 2009, July 6, 2009 and August 26, 2009; and

•  our Registration Statement on Form 8-A dated August 6, 1998.

We also incorporate by reference any future filings we will make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items, unless otherwise indicated therein) after the date of this prospectus until the consummation of this Exchange Offer or the termination of this Exchange Offer. The information contained in any such document will be considered part of this prospectus from the date the document is filed with the SEC.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We undertake to provide without charge to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus, other than exhibits to such other documents (unless such exhibits are specifically incorporated by reference therein). We will furnish any exhibit not specifically incorporated by reference upon the payment of a specified reasonable fee, which fee will be limited to our reasonable expenses in furnishing such exhibit. All requests for such copies should be directed to:

Corporate Secretary’s Office

Convergys Corporation

201 East Fourth Street

Cincinnati, Ohio 45202.

In order to ensure timely delivery of documents, you must request this information no later than five business days before the scheduled Expiration Date. Accordingly, any request for documents should be made by September 29, 2009 to ensure timely delivery of the documents prior to such date.

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Questions and answers about the Exchange Offer

These answers to questions that you may have as a holder of our 2009 Senior Notes are highlights of selected information included elsewhere or incorporated by reference in this prospectus. To fully understand the Exchange Offer and the other considerations that may be important to your decision about whether to participate in the Exchange Offer, you should carefully read this prospectus in its entirety, including the section entitled “Risk factors,” as well as the information incorporated by reference in this prospectus. See “Where you can find more information.”

1.  Why are you making the Exchange Offer?

The purpose of the Exchange Offer is to provide us with increased financial flexibility, improved liquidity, and an extension of our long-term debt maturity structure.

2.  What securities are the subject of the Exchange Offer?

The securities that are the subject of the Exchange Offer are the 2009 Senior Notes. As of September 8, 2009, the aggregate principal amount of the 2009 Senior Notes outstanding was $192.6 million.

3.  What aggregate principal amount of 2009 Senior Notes is being sought in the Exchange Offer?

We will accept for exchange a maximum aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn (with adjustments downward to avoid the exchange of 2009 Senior Notes in a principal amount other than integral amounts of $1,000) on a pro rata basis, such that the aggregate principal amount of 2029 Debentures issued in the Exchange Offer does not exceed the Maximum Issue Amount of $125,000,000. See “The Exchange Offer—Maximum Issue Amount; Proration” for more information on the proration of validly tendered 2009 Senior Notes.

4.  Who may participate in the Exchange Offer?

Any holder of 2009 Senior Notes during the Exchange Offer period may participate in the Exchange Offer.

Although we have mailed this prospectus to all registered holders of the 2009 Senior Notes as of the date of this prospectus, including holders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any 2029 Debentures in any jurisdiction in which such offer, sale or exchange is not permitted.

Countries other than the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. We have not taken any action under non-U.S. regulations to facilitate a public offer to exchange the 2009 Senior Notes for 2029 Debentures outside the United States. Therefore, the ability of any holder resident outside of the United States to tender 2009 Senior Notes in the Exchange Offer will depend on whether there is an exemption available under the laws of such holder’s home country that would permit the holder to participate in the Exchange Offer without the need for

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us to take any action to facilitate a public offering in that country. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

Holders of 2009 Senior Notes resident outside of the United States should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in the 2029 Debentures that may apply in their home countries. Neither we nor the Dealer Manager can provide any assurance about whether such limitations may exist.

5.  What will I receive in the Exchange Offer if my 2009 Senior Notes are accepted for exchange?

Upon the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal, we are offering to exchange $1,020 principal amount of our new 2029 Debentures for each $1,000 principal amount of our 2009 Senior Notes. We will also pay in cash accrued and unpaid interest on 2009 Senior Notes accepted for exchange from the last applicable interest payment date to, but excluding, the Settlement Date. Subject to the satisfaction or, if permissible, waiver of all conditions to the Exchange Offer and the terms of the Exchange Offer described in this prospectus, 2009 Senior Notes that are validly tendered and not validly withdrawn will be accepted for exchange in accordance with the terms of the Exchange Offer. The maximum aggregate principal amount of 2029 Debentures that may be issued in the Exchange Offer is $125,000,000.

6.  In what denominations will the 2029 Debentures be issued? What will happen if I am otherwise entitled to receive 2029 Debentures in a principal amount less than the minimum denomination in which the 2029 Debentures will be issued?

The 2029 Debentures will be issued only in minimum denominations of $1,000 and integral multiples of $1,000. In lieu of issuing 2029 Debentures in denominations of other than a minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof, if the amount of 2009 Senior Notes accepted for exchange from a particular holder is such that the minimum denomination threshold of the 2029 Debentures is not reached, we will deliver cash at settlement equal to the entire principal amount of 2029 Debentures that would otherwise have been issued to such holder but for the minimum denomination threshold.

7.  Is the Exchange Offer subject to a minimum condition?

Yes. The Exchange Offer is conditioned on a minimum aggregate principal amount of 2009 Senior Notes being validly tendered and not validly withdrawn such that at least $50,000,000 aggregate principal amount of 2029 Debentures will be issued in the Exchange Offer. The Exchange Offer is also subject to the other conditions discussed under “The Exchange Offer—Conditions to the Exchange Offer.” Also see Question 23 below, “What are the conditions to the Exchange Offer?”

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8.  How does the interest rate on the 2029 Debentures compare to the interest rate on the 2009 Senior Notes?

The interest rate on the 2009 Senior Notes is 4.875% per annum. Holders of 2029 Debentures will receive interest payments at an annual rate of 5.75%. The 2029 Debentures may also accrue additional and/or contingent interest in certain circumstances. Interest will be payable on the 2029 Debentures on March 15 and September 15 of each year, beginning on March 15, 2010, until the 2029 Debentures mature on September 15, 2029, unless earlier converted, redeemed or repurchased. See “Description of the 2029 Debentures—Interest,” “Description of the 2029 Debentures—Contingent interest” and “Description of differences between the 2029 Debentures and the 2009 Senior Notes.”

Any 2009 Senior Notes that are not accepted for exchange in the Exchange Offer will mature on December 15, 2009, unless earlier redeemed or repurchased. There are no remaining interest payment dates on the 2009 Senior Notes prior to maturity on December 15, 2009.

9.  Are the 2009 Senior Notes listed on a national securities exchange?

No, the 2009 Senior Notes are not listed on a national securities exchange. You should consult with your bank, broker or financial advisor in order to obtain information regarding the market prices for the 2009 Senior Notes.

10.  What is a recent market price of your common shares?

Our common shares are traded on The New York Stock Exchange under the symbol “CVG.” The last reported sale price of our common shares on September 8, 2009 was $10.87 per share.

11.  What are the applicable conversion prices and conversion rates of the 2029 Debentures offered in the Exchange Offer?

Each $1,000 principal amount of 2029 Debentures will be convertible, into, at our election (i) cash, (ii) our common shares or (iii) a combination of cash and our common shares pursuant to the terms of the 2029 Debentures. The initial conversion rate of the 2029 Debentures will be specified in the indenture, and will equal $1,000, divided by the initial conversion price. The initial conversion price will be equal to the greater of (i) 125% of the “average VWAP” and (ii) the Minimum Conversion Price. The “average VWAP” means the arithmetic average of the “daily VWAP” for each trading day during the three trading day period ending on, and including, the second business day prior to the Expiration Date (the “Averaging Period”), rounded to four decimal places ,provided that if an extension of the Exchange Offer is announced before the commencement of the originally scheduled Averaging Period, the Averaging Period will be reset to correspond to the new Expiration Date. Any extension announced after the commencement of the originally scheduled Averaging Period will not affect the Averaging Period. The “daily VWAP” for any trading day means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CVG.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one common share on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The daily VWAP will be determined

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without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

Examples of the initial conversion price and initial conversion rate if the average VWAP is a specified level appear in the table below. Because the initial conversion price will not be less than $11.93, in no event will the initial conversion rate be greater than 83.8223 of our common shares per $1,000 principal amount of 2029 Debentures.

				Initial Conversion
Sample Average VWAP		Initial Conversion Price		Rate per $1,000 Principal Amount
$	7.00	$	11.93		83.8223
$	8.00	$	11.93		83.8223
$	9.00	$	11.93		83.8223
$	9.54	$	11.93		83.8223
$	10.00	$	12.50		80.0000
$	11.00	$	13.75		72.7273
$	12.00	$	15.00		66.6667
$	13.00	$	16.25		61.5385
$	14.00	$	17.50		57.1429
$	15.00	$	18.75		53.3333
$	16.00	$	20.00		50.0000
$	17.00	$	21.25		47.0588
$	18.00	$	22.50		44.4444

12.  How can I obtain information regarding the determination of the initial conversion price and the initial conversion rate?

Throughout the Exchange Offer, you can obtain the indicative average VWAP and the resulting indicative initial conversion price and initial conversion rate with respect to the 2029 Debentures at http://www.dfking.com/convergys and from the Information Agent at one of its numbers listed on the back cover of this prospectus. We will announce the definitive initial conversion price and initial conversion rate with respect to the 2029 Debentures by press release no later than 9:00 a.m. New York City time, on the business day immediately preceding the Expiration Date, and the definitive initial conversion price and initial conversion rate also will be available by that time at http://www.dfking.com/convergys and from the Information Agent.

13.  Is there a minimum conversion price for the 2029 Debentures?

Yes. If the average VWAP is equal to or less than $9.54, the initial conversion price will equal $11.93, the Minimum Conversion Price, in which case, the initial conversion rate will be 83.8223 of our common shares per $1,000 principal amount of 2029 Debentures.

14.  When can I exercise the conversion rights associated with the 2029 Debentures?

Prior to September 15, 2028, the 2029 Debentures will only be convertible under certain circumstances. See “Description of the 2029 Debentures” for a description of the conversion conditions applicable to the 2029 Debentures.

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15.  What rights will I lose if I exchange my 2009 Senior Notes in the Exchange Offer?

If you validly tender and do not validly withdraw your 2009 Senior Notes and we accept them for exchange, you will lose the rights of a holder of 2009 Senior Notes with respect to the 2009 Senior Notes that are exchanged. For example, you would lose the right to receive any and all payments of principal and interest upon maturity of the 2009 Senior Notes on December 15, 2009 in accordance with the terms of the 2009 Senior Notes, as the case may be, with respect to the 2009 Senior Notes that are accepted for exchange in the Exchange Offer. In addition, if you exchange 2009 Senior Notes for 2029 Debentures, your ranking as a holder of our debt will be lower. See “Description of differences between the 2029 Debentures and the 2009 Senior Notes.”

16.  May I tender only a portion of the 2009 Senior Notes that I hold?

Yes. You do not have to tender all of your 2009 Senior Notes in order to participate in the Exchange Offer. However, you may only tender 2009 Senior Notes for exchange in integral multiples of $1,000 principal amount.

17.  If the Exchange Offer is consummated and I do not participate in the Exchange Offer or I do not exchange all of my 2009 Senior Notes in the Exchange Offer, how will my rights and obligations under my remaining outstanding 2009 Senior Notes be affected?

The terms of your 2009 Senior Notes that remain outstanding after the consummation of the Exchange Offer will not change as a result of the Exchange Offer. However, if a sufficiently large aggregate principal amount of 2009 Senior Notes does not remain outstanding after the Exchange Offer, the trading markets for the remaining outstanding principal amount of 2009 Senior Notes, as the case may be, may be less liquid. See Question 29 below, “How will the Exchange Offer affect the trading markets for the 2009 Senior Notes that are not accepted for exchange?”

18.  What do you intend to do with the 2009 Senior Notes that are accepted for exchange in the Exchange Offer?

The 2009 Senior Notes accepted for exchange by us in the Exchange Offer will be cancelled and retired.

19.  Are you making a recommendation regarding whether I should participate in the Exchange Offer?

None of us, the Dealer Manager, the Exchange Agent or the Information Agent is making any recommendation regarding whether you should tender or refrain from tendering your 2009 Senior Notes for exchange in the Exchange Offer. Accordingly, you must make your own determination as to whether to tender your 2009 Senior Notes for exchange in the Exchange Offer and, if so, the amount of 2009 Senior Notes to tender. Before making your decision, we urge you to read this prospectus carefully in its entirety, including the information set forth in the section of this prospectus entitled “Risk factors,” and in the documents incorporated by reference in this prospectus.

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20.  When will I receive the Exchange Offer consideration for my 2009 Senior Notes tendered and accepted for exchange pursuant to the Exchange Offer?

The 2029 Debentures and cash, if any, deliverable in respect of 2009 Senior Notes accepted for exchange pursuant to the Exchange Offer will be delivered to the Exchange Agent (or upon its instruction to The Depository Trust Company (“DTC”)), as agent for the holders whose 2009 Senior Notes have been accepted for exchange, promptly following the Expiration Date.

Settlement will not occur until after any final proration factor is determined. We may be unable to announce the final proration factor until at least three New York Stock Exchange trading days after the Expiration Date to the extent that 2009 Senior Notes are tendered by notice of guaranteed delivery, which notices will not require the 2009 Senior Notes tendered thereby to be delivered until the third New York Stock Exchange trading day following the Expiration Date. See “The Exchange Offer—Guaranteed delivery procedures.”

21.  Will the 2029 Debentures to be issued in the Exchange Offer be freely tradable?

2029 Debentures received pursuant to this Exchange Offer generally may be offered for resale, resold and otherwise transferred without further registration under the Securities Act and without delivery of a prospectus meeting the requirements of Section 10 of the Securities Act if the holder is not our “affiliate” within the meaning of Rule 144(a)(1) under the Securities Act. Any holder who is our affiliate at the time of the exchange must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resales, unless such sale or transfer is made pursuant to an exemption from such requirements and the requirements under applicable state securities laws.

22.  Do you or any of your affiliates have any current plans to purchase any 2009 Senior Notes that remain outstanding subsequent to the expiration of the Exchange Offer?

No.

Although we and our affiliates do not have any current plans to purchase any 2009 Senior Notes that remain outstanding subsequent to the expiration of the Exchange Offer, we and our affiliates reserve the right, in our or their absolute discretion, to do so. Following completion of the Exchange Offer, we may repurchase additional 2009 Senior Notes that remain outstanding in the open market, in privately negotiated transactions, in new exchange offers, through redemptions or otherwise. Future purchases or exchanges of 2009 Senior Notes that remain outstanding after the Exchange Offer may be on terms that are more or less favorable than the terms of the Exchange Offer. Future purchases or exchanges, if any, will depend on many factors, which include market conditions and the condition of our business.

23.  What are the conditions to the Exchange Offer?

The Exchange Offer is subject to the conditions described in “The Exchange Offer—Conditions to the Exchange Offer,” including that the registration statement of which this prospectus forms a part shall have become effective under the Securities Act and shall not be subject to a stop order, and no proceedings for that purpose shall have been instituted or be pending or, to our knowledge, be contemplated or threatened by the SEC. In addition, there shall not have been, or there shall not reasonably be likely to be, a material adverse change in our business, operations, properties, condition, assets, liabilities, prospects or financial affairs. The Exchange

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Offer is also conditioned on a minimum aggregate principal amount of 2009 Senior Notes being validly tendered and not validly withdrawn such that at least $50,000,000 aggregate principal amount of 2029 Debentures will be issued in the Exchange Offer.

24.  When does the Exchange Offer expire?

The Exchange Offer will expire at midnight, New York City time, on October 6, 2009, unless extended or earlier terminated by us. If the Exchange Offer is extended before commencement of the originally scheduled Averaging Period, the Averaging Period will be reset to correspond to the new Expiration Date. Any extension announced after the commencement of the originally scheduled Averaging Period will not affect the Averaging Period.

25.  Under what circumstances can the Exchange Offer be extended, amended or terminated?

We reserve the right to extend the Exchange Offer for any reason. We also expressly reserve the right, at any time or from time to time, to amend the terms of the Exchange Offer in any respect prior to the expiration of the Exchange Offer. However, we may be required by law to extend the Exchange Offer if we make a material change in the terms of the Exchange Offer or to the information contained in this prospectus. During any extension of the Exchange Offer, 2009 Senior Notes that were previously tendered for exchange and not validly withdrawn will remain subject to the Exchange Offer. We also reserve the right to terminate the Exchange Offer at any time prior to the expiration of the Exchange Offer if any condition to the Exchange Offer is not met. If the Exchange Offer is terminated, no 2009 Senior Notes will be accepted for exchange, and any 2009 Senior Notes that have been tendered for exchange will be returned to the tendering holder promptly after the termination. For more information regarding our right to extend, amend or terminate the Exchange Offer, see “The Exchange Offer—Expiration Date; extension; termination; amendment.”

26.  How will I be notified if the Exchange Offer is extended, amended or terminated?

We will issue a press release or otherwise publicly announce any extension, amendment or termination of the Exchange Offer. In the case of an extension, we will promptly make a public announcement by issuing a press release no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. For more information regarding notification of extensions, amendments or the termination of the Exchange Offer, see “The Exchange Offer—Expiration Date; extension; termination; amendment.”

27.  What risks should I consider in deciding whether or not to tender my 2009 Senior Notes?

In deciding whether to participate in the Exchange Offer, you should carefully consider the discussion of risks and uncertainties affecting our business, the 2029 Debentures and our common shares that are described in the section of this prospectus entitled “Risk factors,” and the documents incorporated by reference in this prospectus.

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28.  What are the material U.S. federal income tax considerations relating to my participating in the Exchange Offer?

Please see “Material U.S. federal income tax considerations” for a discussion of the material U.S. federal income tax considerations of participating in the Exchange Offer. You should consult your own tax advisor for a full understanding of the tax considerations relating to participation in the Exchange Offer.

29.  How will the Exchange Offer affect the trading markets for the 2009 Senior Notes that are not accepted for exchange?

There currently are limited trading markets for the 2009 Senior Notes. To the extent that 2009 Senior Notes are tendered and accepted for exchange pursuant to the Exchange Offer, the trading markets for the remaining 2009 Senior Notes will be even more limited or may cease to exist altogether. A debt security with a small outstanding aggregate principal amount or “float” may command a lower price than would a comparable debt security with a larger float. Therefore, the market price for any 2009 Senior Notes not accepted for exchange in the Exchange Offer may be adversely affected. The reduced float may also make the trading prices of the remaining 2009 Senior Notes more volatile. See “Risk factors—Risks related to participation in the Exchange Offer by holders of 2009 Senior Notes—The liquidity of any trading market that currently exists for the 2009 Senior Notes may be adversely affected by the Exchange Offer, and holders of 2009 Senior Notes who fail to participate in the Exchange Offer may find it more difficult to sell their 2009 Senior Notes after the Exchange Offer is completed.”

The 2009 Senior Notes are not listed for trading on any national securities exchange.

30.  Are your financial condition and your results of operations relevant to my decision whether to tender my 2009 Senior Notes for exchange in the Exchange Offer?

Yes. We believe that the market price of our 2009 Senior Notes is influenced, among other factors, by our financial condition and results of operations. In addition, the market price of our 2029 Debentures issued pursuant to this Exchange Offer is expected to be influenced by our financial condition and results of operations. For information about the accounting treatment of the Exchange Offer, see “The Exchange Offer—Accounting treatment.”

31.  Are any 2009 Senior Notes held by your directors or executive officers?

To our knowledge, none of our directors, executive officers or controlling persons, or any of their affiliates, beneficially owns any 2009 Senior Notes. For additional information, see “Interests of directors and executive officers.”

32.  Will you receive any cash proceeds from the Exchange Offer?

No. We will not receive any cash proceeds from the Exchange Offer.

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33.  How do I tender my 2009 Senior Notes for exchange in the Exchange Offer?

If you beneficially own 2009 Senior Notes that are held in the name of a broker or other nominee and wish to tender such 2009 Senior Notes, you should promptly instruct your broker or other nominee to tender on your behalf.

Only a holder of record of 2009 Senior Notes may tender 2009 Senior Notes in the Exchange Offer. To tender in the Exchange Offer, a holder must:

(1) either:

•  properly complete, duly sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires and deliver the letter of transmittal or facsimile, together with any other documents required by the letter of transmittal and any other required documents, to the Exchange Agent prior to the expiration of the Exchange Offer; or

•  in lieu of delivering a letter of transmittal, instruct DTC to transmit on behalf of the holder an “agent’s message” to the Exchange Agent which shall be received by the Exchange Agent prior to the expiration of the Exchange Offer, according to the procedure for book-entry transfer described below; and

(2) deliver to the Exchange Agent prior to the expiration of the Exchange Offer confirmation of book-entry transfer of your 2009 Senior Notes into the Exchange Agent’s account at DTC pursuant to the procedure for book-entry transfers described in this prospectus.

The term “agent’s message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering 2009 Senior Notes that are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto and the making of the representations and warranties contained therein) and that we may enforce that agreement against the participant.

Alternatively, if a holder wishes to tender its 2009 Senior Notes for exchange in the Exchange Offer and the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to the expiration of the Exchange Offer, the holder must tender its 2009 Senior Notes according to the guaranteed delivery procedures set forth under “The Exchange Offer—Guaranteed delivery procedures.”

For more information regarding the procedures for exchanging your 2009 Senior Notes, see “The Exchange Offer—Procedures for tendering 2009 Senior Notes” and “The Exchange Offer—Book-entry transfer.”

34.  Are there procedures for guaranteed delivery of 2009 Senior Notes?

Yes. If you wish to tender your 2009 Senior Notes for exchange in the Exchange Offer and the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to the expiration of the Exchange offer, you must tender your 2009 Senior Notes according to the guaranteed delivery procedures set forth under “The Exchange Offer—Guaranteed delivery procedures.”

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35.  What happens if some or all of my 2009 Senior Notes are not accepted for exchange in the Exchange Offer?

Any validly tendered 2009 Senior Notes not accepted by us will be returned to you, at our expense, promptly after the expiration or termination of the Exchange Offer, as the case may be, to the address specified by you in the letter of transmittal or by book entry transfer into an account with DTC specified by you. For more information, see “The Exchange Offer—Withdrawal rights.”

36.  Until when may I withdraw 2009 Senior Notes previously tendered for exchange in the Exchange Offer?

You may withdraw 2009 Senior Notes that you previously tendered for exchange at any time on or prior to the expiration of the Exchange Offer. In addition, you may withdraw any 2009 Senior Notes that you tender that are not accepted for exchange by us after the expiration of 40 business days from September 9, 2009, if such 2009 Senior Notes have not been previously returned to you. See “The Exchange Offer—Withdrawal rights.”

37.  How do I withdraw 2009 Senior Notes previously tendered for exchange in the Exchange Offer?

For a withdrawal to be valid, the Exchange Agent must receive a computer-generated notice of withdrawal, transmitted by DTC on behalf of the holder in accordance with the standard operating procedure of DTC or a written notice of withdrawal, sent by facsimile transmission, receipt confirmed by telephone, or letter, prior to the expiration of the Exchange Offer. If you change your mind again before the expiration of the Exchange Offer, you can re-tender 2009 Senior Notes by following the exchange procedures again prior to the expiration of the Exchange Offer. For more information regarding the procedures for withdrawing tenders of 2009 Senior Notes, see “The Exchange Offer—Withdrawal rights.”

38.  Will I have to pay any fees or commissions if I tender my 2009 Senior Notes for exchange in the Exchange Offer?

You will not be required to pay any fees or commissions to us, the Dealer Manager, the Exchange Agent or the Information Agent in connection with the Exchange Offer. If your 2009 Senior Notes are held through a broker or other nominee who tenders the 2009 Senior Notes on your behalf (other than those tendered through the Dealer Manager), your broker may charge you a commission for doing so. You should consult with your broker or nominee to determine whether any charges will apply.

39.  With whom may I talk if I have questions about the Exchange Offer?

If you have questions regarding the terms of the Exchange Offer, please contact the Dealer Manager, J.P. Morgan Securities Inc. The address and telephone number for the Dealer Manager are set forth on the back cover of this prospectus. If you have questions regarding the procedures for tendering your 2009 Senior Notes for exchange in the Exchange Offer, please contact the Information Agent. Its address and telephone number are set forth on the back cover of this prospectus. You may also write to either of these entities at one of their respective addresses set forth on the back cover of this prospectus.

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Summary

This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information that may be important to you in deciding whether to participate in the Exchange Offer. Before making a decision on whether to participate in the Exchange Offer, you should carefully read this entire prospectus, including the financial data and information contained and incorporated by reference in this prospectus and the section of this prospectus entitled “Risk factors.”

Convergys Corporation

We are a global leader in relationship management. We provide solutions that drive more value from the relationships our clients have with their customers and employees. We turn these everyday interactions into a source of profit and strategic advantage for our clients. For over 25 years, our unique combination of domain expertise, operational excellence and innovative technologies has delivered process improvement and actionable business insight to clients to enhance their relationships with customers and employees that now span more than 70 countries and 35 languages. At the end of 2008, we employed approximately 75,000 employees worldwide.

We have three reporting segments:

•  Customer Management, which provides agent-assisted services, automated self-service and technology solutions;

•  Information Management, which provides business support system and operational support system (BSS/OSS) solutions; and

•  Human Resources (HR) Management, which provides global human resource business process outsourcing (HR BPO) solutions.

The board of directors continually monitors our businesses and segments and, as appropriate, evaluates various strategies to enhance shareholder value, including by means of strategic transactions involving one or more of our businesses or segments. We currently do not have any agreements or understandings with respect to any such transactions; however, from time to time we may enter into negotiations with potential buyers of one or more of our businesses or segments. In addition, in the third quarter of 2008, we announced that we were evaluating a potential separation of the Information Management business to create two independent, publicly traded companies, each focused on its own set of business opportunities. We retained a third-party financial advisor to assist us with this process. In January 2009, given reduced technology spending by the communications industry and turmoil in capital markets, we determined that we were not in a position to separate the Information Management business at that time. However, this or other transactions could occur in the future and could be material, although there can be no assurance that such transactions will occur.

Customer Management

Our Customer Management segment partners with clients to deliver customer solutions that enhance the value of their customer relationships, turning the customer experience into a strategic differentiator. As an end-to-end single-source provider of self-service, agent-assisted and proactive care, we combine consulting, innovative technology and agent-assisted services to optimize the

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customer experience and strengthen customer relationships. Whether contact center operations are on-premises, fully outsourced or blended, we customize our solutions to meet our clients’ needs.

Our global service delivery capabilities provide our clients with the right solution mix of skill sets, geographies, technology, operations management and industry expertise. We provide comprehensive and integrated multi-channel care using a global service delivery infrastructure of agent-assisted and multi-channel automated self-service that operates 24 hours a day, 365 days a year. Our services include multilingual program support.

Customer Management solutions are organized into two areas: (1) agent-assisted services and (2) automated self-service and technology solutions.

Our Customer Management segment principally focuses on developing long-term strategic outsourcing relationships with large companies in customer-intensive industries and governmental agencies. We focus on these types of clients because of the complexity of services required, the anticipated growth of their market segments and their increasing need for more cost-effective customer management services. In terms of Convergys’ revenues, our largest Customer Management clients during 2008 were AT&T, Comcast Corporation (Comcast), the DirecTV Group, Inc. (DirecTV), General Motors Corporation and Sprint Nextel Corporation (Sprint Nextel). We provide customer management services to Sprint Nextel as a subcontractor to International Business Machines (IBM).

Information Management

Information Management provides BSS/OSS capability across a broad functional footprint, combining software, partner products, integration and business consulting services, and operational expertise to create solutions that help service providers meet their business goals.

The Information Management solution portfolio is organized into three functional areas: revenue management, enterprise product management, and customer relationship solutions. All solutions are billed using Infinys components.

Our Information Management segment serves clients principally by providing and managing complex BSS/OSS services that address all segments of the communications industry. In terms of Convergys’ revenues, our largest Information Management clients during 2008 were AT&T, Cincinnati Bell Inc., Sprint Nextel, T-Mobile Inc. and Time Warner Inc.

HR Management

Our HR Management segment partners with clients to deliver HR solutions that transform their global HR to drive more value from employee relationships, fostering greater organizational effectiveness and lowering costs. Convergys helps clients harmonize HR processes, standardize global HR technology and improve service delivery. The result is a greater level of workforce insight that enables HR to make better decisions and better manage global talent as a corporate asset.

Our HR Management segment primarily focuses on providing human resource outsourcing solutions for large companies and governmental agencies. In terms of Convergys’ revenues, our largest HR Management clients during 2008 were Boston Scientific Corporation, E.I. du Pont de Nemours & Co. (DuPont), the State of Florida, the State of Texas and Whirlpool Corporation.

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Recent Developments

In the Business Outlook section of our Quarterly Report on Form 10-Q for the period ended June 30, 2009, we provided our current view of 2009 revenue, earnings and free cash flow guidance. As previously indicated, while we do not provide quarterly guidance, we continue to expect earnings in the fourth quarter to be significantly higher than earnings in the third quarter.

As of June 30, 2009, we had deferred implementation costs of approximately $250 million, primarily relating to two of our HR Management outsourcing contracts. Deferred amounts are periodically evaluated for impairment or when circumstances indicate a possible inability to recover their carrying amounts. In the event these costs are not deemed recoverable, we follow the guidance in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to determine whether an impairment exists. We evaluate the probability of recovery by considering profits to be earned during the term of the related contract, the creditworthiness of the client and, if applicable, termination for convenience fees payable by the client in the event that the client terminates the contract early. We are currently in discussions to restructure two of our HR Management outsourcing contracts with a goal of limiting risk and future cash flow requirements. Based on the current status of these matters, we believe we may be required to recognize a non-cash write-off of a significant percentage of our June 30, 2009 unamortized deferred implementation costs of approximately $250 million and we may incur other related costs in the third quarter of 2009. The amount and timing of these potential charges and costs will be based on the ongoing status of these matters. These potential charges and costs could be material to our consolidated financial results as well as the consolidated balance sheet as of September 30, 2009.

Convergys Corporation is an Ohio corporation. Our principal executive offices are located at 201 East Fourth Street, Cincinnati, Ohio 45202, and our telephone number is (513) 723-7000. The common shares of Convergys are listed on The New York Stock Exchange under the symbol “CVG.” Our website address is http://www.convergys.com. This website address is not intended to be an active link and information on our website is not incorporated in, and should not be construed to be part of, this prospectus.

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Summary of the Exchange Offer

The following summary contains basic information about the Exchange Offer. It does not contain all of the information that may be important to you. For a more complete description of the terms of the Exchange Offer, see “The Exchange Offer.”

Offeror	Convergys Corporation
Securities Subject to the Exchange Offer	Our 4.875% Senior Notes due 2009 (the “2009 Senior Notes”). There is currently $192.6 million aggregate principal amount of 2009 Senior Notes outstanding.
The Exchange Offer	Upon the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal, we are offering to exchange $1,020 principal amount of our new 2029 Debentures for each $1,000 principal amount of our 2009 Senior Notes, provided that the maximum amount of 2029 Debentures that we may issue will be $125,000,000 (the “Maximum Issue Amount”). We will also pay in cash accrued and unpaid interest on 2009 Senior Notes accepted for exchange from the last applicable interest payment date to, but excluding, the Settlement Date. We refer to this offer as the “Exchange Offer.”
	Subject to the satisfaction or waiver of all conditions to the Exchange Offer, 2009 Senior Notes that are validly tendered and not validly withdrawn will be accepted for exchange in accordance with the terms of the Exchange Offer.
	In lieu of issuing 2029 Debentures in denominations of other than a minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof, if the amount of 2009 Senior Notes accepted for exchange from a particular holder is such that the minimum denomination threshold of the 2029 Debentures is not reached, we will deliver cash at settlement equal to the entire principal amount of 2029 Debentures that would have been issued but for the minimum denomination threshold.
	See “The Exchange Offer” for more information on the terms of the Exchange Offer.
Maximum Issue Amount	We will accept for exchange a maximum aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn (with adjustments downward to avoid the exchange of 2009 Senior Notes in a principal amount other than integral amounts of $1,000) on a pro rata basis, such that the aggregate principal amount of 2029 Debentures issued in the Exchange Offer for 2009 Senior Notes does not exceed the Maximum Issue Amount of $125,000,000.
	See “The Exchange Offer—Maximum Issue Amount; Proration” for more information on proration.

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Purpose of the Exchange Offer	The purpose of the Exchange Offer is to provide us with increased financial flexibility, improved liquidity, and an extension of our long-term debt maturity structure.
Market trading	The 2009 Senior Notes are not listed for trading on any national securities exchange. Holders of 2009 Senior Notes should consult with their bank, broker or financial advisor in order to obtain information regarding the market prices for the 2009 Senior Notes. There is currently no public market for the 2029 Debentures and we do not intend to apply for listing of the 2029 Debentures on any national securities exchange or quotation system. The common shares underlying the 2029 Debentures will be approved for listing on The New York Stock Exchange.
	Our common shares are traded on The New York Stock Exchange under the symbol “CVG.” The last reported sale price of our common shares on September 8, 2009 was $10.87 per share.
Expiration of the Exchange Offer	The Exchange Offer will expire at midnight, New York City time, on October 6, 2009, unless extended or earlier terminated by us. Any reference in this prospectus to the “Expiration Date” means October 6, 2009, or, if the Exchange Offer is extended or earlier terminated by us, such other date to which the Exchange Offer is extended or as of which the Exchange Offer is terminated by us. Any reference in this prospectus to the “expiration of the Exchange Offer” means midnight, New York City time, on the Expiration Date.
Settlement Date	The settlement of the Exchange Offer will occur promptly after the Expiration Date.
Conditions to the Exchange Offer	The Exchange Offer is subject to the conditions discussed under “The Exchange Offer—Conditions to the Exchange Offer,” including, among other things, that the registration statement of which this prospectus forms a part shall have become effective under the Securities Act and not be subject to a stop order, and no proceedings for that purpose shall have been instituted or be pending or, to our knowledge, be contemplated or threatened by the SEC. In addition, the Exchange Offer is conditioned on a minimum aggregate principal amount of 2009 Senior Notes having been validly tendered and not validly withdrawn such that at least $50,000,000 aggregate principal amount of 2029 Debentures will be issued in the Exchange Offer. We will not be required to accept for exchange any outstanding 2009 Senior Notes tendered, subject to the terms of the Exchange Offer, and may terminate this Exchange Offer if any condition of this Exchange Offer as described under “The Exchange Offer—Conditions to the Exchange Offer” remains unsatisfied. We also will not be required, but we reserve the right, to waive any of the conditions to this Exchange Offer, other than the condition relating to the

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	effectiveness of the registration statement of which this prospectus forms a part and such registration statement not being subject to a stop order or any proceedings for that purpose.
Extensions; waivers and amendments; termination	Subject to applicable law, we reserve the right to (1) extend the Exchange Offer; (2) waive any and all conditions to or amend the Exchange Offer in any respect (except as to the condition that the registration statement of which this prospectus forms a part having become effective under the Securities Act and such registration statement not being subject to a stop order or any proceedings for that purpose, which condition we cannot waive); or (3) terminate the Exchange Offer. Any extension, waiver, amendment or termination will be followed as promptly as practicable by a public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled Expiration Date. See “The Exchange Offer—Expiration Date; extension; termination; amendment.” If any extension of the Exchange Offer is announced before the commencement of the originally scheduled Averaging Period, the Averaging Period will be reset to correspond to the new Expiration Date. Any extension announced after the commencement of the originally scheduled Averaging Period will not affect the Averaging Period.
Differences between the 2009 Senior Notes and the 2029 Debentures	There are material differences between the terms of the 2009 Senior Notes and the terms of the 2029 Debentures, including with respect to terms relating to maturity and ranking. See “Description of differences between the 2009 Senior Notes and the 2029 Debentures.”
Procedures for tendering 2009 Senior Notes	You may tender your 2009 Senior Notes by transferring them through DTC’s Automated Tender Offer Program (“ATOP”), for which the Exchange Offer will be eligible, or following the other procedures described under “The Exchange Offer—Procedures for tendering 2009 Senior Notes,” “The Exchange Offer—Book-entry transfer” and “The Exchange Offer—Guaranteed delivery procedures.”
	If you are a beneficial owner of 2009 Senior Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your 2009 Senior Notes for exchange in the Exchange Offer, you should contact your intermediary entity promptly and instruct it to tender the 2009 Senior Notes on your behalf. You should keep in mind that your intermediary may require you to take action with respect to the Exchange Offer a number of days before the Expiration Date in order

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	for such entity to tender 2009 Senior Notes on your behalf prior to the expiration of the Exchange Offer in accordance with the terms of the Exchange Offer.
	Please do not send letters of transmittal to us, the Dealer Manager or the Information Agent. You should send letters of transmittal only to the Exchange Agent, at its office as indicated under “The Exchange Offer—Exchange Agent” in this prospectus and in the letter of transmittal. The Exchange Agent can answer your questions regarding how to tender your 2009 Senior Notes.
Guaranteed delivery procedures	If you wish to tender your 2009 Senior Notes for exchange in the Exchange Offer, and the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to the expiration of the Exchange Offer, you must tender your 2009 Senior Notes according to the guaranteed delivery procedures set forth under “The Exchange Offer—Guaranteed delivery procedures.”
Consequences of failure to participate in the Exchange Offer	Any 2009 Senior Notes that are not accepted for exchange in the Exchange Offer will remain outstanding until December 15, 2009 unless earlier redeemed or repurchased and will be entitled to the rights and benefits their holders have under the applicable governing indenture. There are no remaining interest payment dates on the 2009 Senior Notes prior to maturity on December 15, 2009. If a sufficiently large aggregate principal amount of 2009 Senior Notes does not remain outstanding after the Exchange Offer, the trading markets for the remaining outstanding aggregate principal amount of 2009 Senior Notes, as the case may be, may be less liquid. See “The Exchange Offer—Consequences of failure to participate in the Exchange Offer” and “Risk factors.”
Withdrawal rights; non-acceptance	You may withdraw your tender of 2009 Senior Notes at any time prior to the expiration of the Exchange Offer. In addition, you may withdraw any 2009 Senior Notes that you tender that are not accepted for exchange by us after the expiration of 40 business days from September 9, 2009, if such 2009 Senior Notes have not been previously returned to you. In the event that 2009 Senior Notes tendered by a holder are validly withdrawn, not exchanged by us due to proration or otherwise not accepted by us for exchange, such 2009 Senior Notes will be promptly returned to such holder or credited to such holder’s DTC account in the same manner as tendered to us, unless the holder has indicated other delivery instructions in the related letter of transmittal or agent’s message. If you change your mind again before the expiration of the Exchange Offer, you can re-tender 2009 Senior Notes by following the exchange procedures again prior to the expiration of the Exchange Offer. See “The Exchange Offer—Withdrawal rights.”

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Required approvals	We are not aware of any regulatory approvals necessary to complete the Exchange Offer, other than compliance with applicable securities laws.
Appraisal rights	You do not have dissenters’ rights or appraisal rights with respect to the Exchange Offer.
Material U.S. federal income tax considerations	The 2029 Debentures and the common shares issuable upon conversion of the 2029 Debentures will be subject to special and complex U.S. federal income tax rules. You should consult your tax advisors with respect to the federal, state, local and foreign tax consequences of participating in the Exchange Offer and owning and disposing of the 2029 Debentures and common shares issuable upon conversion of the 2029 Debentures. See “Material U.S. federal income tax considerations” for a discussion of the tax consequences of participating in the Exchange Offer and owning and disposing of the 2029 Debentures.
Fees and commissions	You are not required to pay fees or commissions to us, the Dealer Manager, the Exchange Agent or the Information Agent in connection with the Exchange Offer. If your 2009 Senior Notes are held through a broker or other nominee who tenders the 2009 Senior Notes on your behalf (other than those tendered through the Dealer Manager), your broker may charge you a commission for doing so. You should consult with your broker or nominee to determine whether any charges will apply.
Dealer Manager	The Dealer Manager for the Exchange Offer is J.P. Morgan Securities, Inc. Its address and telephone number are set forth on the back cover of this prospectus.
Exchange Agent	The Exchange Agent for the Exchange Offer is U.S. Bank National Association. Its address and telephone number are set forth on the back cover of this prospectus.
Information Agent	The Information Agent for the Exchange Offer is D.F. King & Co., Inc. Its address and telephone number are set forth on the back cover of this prospectus.
Further Information	Additional copies of this prospectus, the related letter of transmittal and other materials related to this Exchange Offer, including the form of notice of guaranteed delivery and the form of notice of withdrawal, may be obtained by contacting the Information Agent or the Exchange Agent. For questions regarding the procedures to be followed for tendering your 2009 Senior Notes, please contact the Information Agent. For all other questions, please contact the Dealer Manager. The contact information for each of these parties is set forth on the back cover of this prospectus.

8

The 2029 Debentures

The summary below describes the principal terms of the 2029 Debentures. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the 2029 Debentures” section of this prospectus contains a more detailed description of the terms and conditions of the 2029 Debentures. As used in this section, “we,” “our,” and “us” refer to Convergys Corporation and not to its consolidated subsidiaries.

Issuer	Convergys Corporation, an Ohio corporation.
Securities offered	$125,000,000 principal amount of 5.75% Junior Subordinated Convertible Debentures due 2029.
Maturity	September 15, 2029, unless earlier repurchased, redeemed or converted.
Interest	5.75% per year. Interest will accrue from October   , 2009 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2010.
	In addition to regular interest on the 2029 Debentures, beginning with the semiannual interest period commencing on September 15, 2019, contingent interest will accrue during any semiannual interest period where the average trading price of a 2029 Debenture for the 10 trading days immediately preceding the first day of such semiannual period is greater than or equal to $1,500 per $1,000 principal amount of the 2029 Debentures, in which case contingent interest will accrue at a rate of 0.75% of such average trading price per annum.
Conversion rate and conversion price	Holders may convert their 2029 Debentures into cash and our common shares (subject to our right to pay cash in respect of all or a portion of such shares), if any, only if the conditions for conversion described under “—Conversion rights” are satisfied. The initial conversion rate of the 2029 Debentures will be specified in the indenture, and will equal $1,000, divided by the initial conversion price. The initial conversion price will be equal to the greater of (i) 125% of the “average VWAP,” rounded to four decimal places, and (ii) $11.93 (the “Minimum Conversion Price”). The “average VWAP” means the arithmetic average of the “daily VWAP” for each trading day during the three trading day period ending on, and including, the second business day prior to the Expiration Date, rounded to four decimal places. The “daily VWAP” means for any trading day the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CVG.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one common share on such trading day determined, using a volume-weighted average method, by a nationally recognized

9

independent investment banking firm retained for this purpose by us). The “daily VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. The conversion rate, and thus the conversion price, will be subject to adjustment as described in this prospectus.

If the initial conversion price is set at the Minimum Conversion Price because the average VWAP otherwise would have resulted in an initial conversion price of less than the Minimum Conversion Price, you will receive 2029 Debentures with a conversion ratio of less than $1,000 divided by 125% of the average VWAP.

Throughout the Exchange Offer, holders of the 2009 Senior Notes can obtain the indicative average VWAP and the resulting indicative initial conversion price and initial conversion rate with respect to the 2029 Debentures at http://www.dfking.com/convergys and from the Information Agent at one of its numbers listed on the back cover of this prospectus. We will announce the definitive initial conversion price and initial conversion rate with respect to the 2029 Debentures by press release no later than 9:00 a.m., New York City time, on the business day immediately preceding the Expiration Date, and the definitive initial conversion price and initial conversion rate will also be available by that time at http://www.dfking.com/convergys and from the Information Agent at one of its numbers listed on the back cover of this prospectus.

Examples of the initial conversion price and initial conversion rate if the average VWAP is a specified level appear in the following table:

$

			Initial conversion
Sample average VWAP		Initial conversion price	rate per $1,000 principal amount
$	7.00	$11.93	83.8223
$	8.00	$11.93	83.8223
$	9.00	$11.93	83.8223
$	9.54	$11.93	83.8223
$	10.00	$12.50	80.0000
$	11.00	$13.75	72.7273
$	12.00	$15.00	66.6667
$	13.00	$16.25	61.5385
$	14.00	$17.50	57.1429
$	15.00	$18.75	53.3333
$	16.00	$20.00	50.0000
$	17.00	$21.25	47.0588
$	18.00	$22.50	44.4444

Conversion rights Holders may convert their 2029 Debentures prior to the close of business on the business day immediately preceding September 15, 2028,

10

in multiples of $1,000 principal amount, at the option of the holder only under the following circumstances:

• during any calendar quarter commencing after December 31, 2009 (and only during such calendar quarter), if the last reported sale price of our common shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day;

• during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under “Description of the 2029 Debentures—Conversion rights—Conversion upon satisfaction of trading price condition”) per $1,000 principal amount of 2029 Debentures for each day of such measurement period was less than 98% of the product of the last reported sale price of our common shares and the applicable conversion rate on each such day;

• if we call any or all of the 2029 Debentures for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or

• upon the occurrence of specified corporate events described under “Description of the 2029 Debentures—Conversion rights—Conversion upon specified corporate events.”

On or after September 15, 2028 until the close of business on the business day immediately preceding the maturity date, holders may convert their 2029 Debentures, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

Notwithstanding the foregoing, on any date on or prior to the cut-off date (as defined below), if the aggregate principal amount of 2029 Debentures that has been converted prior to such date is equal to or greater than $25,000,000, we will not be required to accept 2029 Debentures surrendered for conversion, and a holder will not be permitted to convert its 2029 Debentures.

The “cut-off” date will be the earlier of October 20, 2011 and the date on which our existing Five-Year Competitive Advance and Revolving Credit Facility Agreement dated October 20, 2006, as amended on August 11, 2008 is terminated.

Upon conversion, we will pay cash up to the aggregate principal amount of the 2029 Debentures to be converted and pay or deliver, as the case may be, cash, our common shares or a combination thereof (at our election) in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of

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	the 2029 Debentures being converted. See “Description of the 2029 Debentures—Conversion rights—Settlement upon conversion.”
	In addition, following certain corporate events that occur prior to maturity, we will increase the conversion rate for a holder who elects to convert its 2029 Debentures in connection with such a corporate event in certain circumstances as described under “Description of the 2029 Debentures—Conversion rights—Adjustment to shares delivered upon conversion upon a make-whole fundamental change.”
	You will not receive any additional cash payment or additional shares representing accrued and unpaid interest, if any, upon conversion of a 2029 Debenture, except in limited circumstances. Instead, interest will be deemed to be paid by the cash or a combination of cash and our common shares, if any, together with any cash payment for a fractional share, paid or delivered, as the case may be, to you upon conversion of a 2029 Debenture.
Redemption at our option	We may not redeem the 2029 Debentures prior to September 15, 2019, except in connection with certain tax-related events as described in the immediately succeeding paragraph. On or after September 15, 2019, we may redeem for cash all or part of the 2029 Debentures if the last reported sale price of our common shares has been at least 150% of the applicable conversion price for at least 20 trading days during any 30 consecutive trading day period immediately prior to the date on which we provide notice of redemption. The redemption price will equal 100% of the principal amount of the 2029 Debentures to be redeemed, plus accrued and unpaid interest (including contingent and additional interest), if any, to, but excluding, the redemption date (except as otherwise provided herein).
	We may also redeem all or part of the 2029 Debentures for cash on or prior to September 15, 2010 if certain U.S. federal tax legislation, regulations or rules are enacted or are issued. The redemption price for any such redemption will be 101.5% of the principal amount of the 2029 Debentures being redeemed plus (i) accrued and unpaid interest (including additional interest), if any, to, but excluding, the redemption date (except as otherwise provided herein) and (ii) if the current conversion value of the 2029 Debentures being redeemed exceeds their initial conversion value, 95% of the amount determined by subtracting the initial conversion value of such 2029 Debentures from their current conversion value. See “Description of the 2029 Debentures—Optional redemption.”
	We will give notice of any redemption not less than 40 nor more than 60 days before the redemption date by mail to the trustee, the paying agent and each holder of 2029 Debentures.
Fundamental change	If we undergo a “fundamental change” (as defined in this prospectus under “Description of the 2029 Debentures—Fundamental change

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	permits holders to require us to repurchase 2029 Debentures”), subject to certain conditions, you will have the option to require us to repurchase all or any portion of your 2029 Debentures that is equal to $1,000 or a multiple thereof. The fundamental change repurchase price will be 100% of the principal amount of the 2029 Debentures to be repurchased, plus any accrued and unpaid interest (including contingent and additional interest), if any, to, but excluding, the fundamental change repurchase date. The fundamental change repurchase price will be payable in cash unless we elect to pay the fundamental change repurchase price in common shares as described below under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures.”
Ranking	The 2029 Debentures will be our junior unsecured obligations subordinated in right of payment to our existing and future senior debt (as defined under “Description of the 2029 Debentures—Subordination”), including the 2009 Senior Notes, and structurally subordinated to all existing and future indebtedness (including trade payables) incurred by our subsidiaries.
	As of June 30, 2009, our total consolidated indebtedness was approximately $608 million, of which an aggregate of approximately $599 million was our senior debt and approximately $9 million of which was indebtedness of our subsidiaries guaranteed by us. We had no secured indebtedness as of June 30, 2009. After giving effect to the Exchange Offer and assuming the exchange of the maximum aggregate principal amount of the 2009 Senior Notes pursuant to the Exchange Offer that would result in us issuing $125 million aggregate principal amount of the 2029 Debentures, our total consolidated indebtedness would have been approximately $610 million.
	The indenture governing the 2029 Debentures does not limit the amount of debt that we or our subsidiaries may incur.
Book-entry form	The 2029 Debentures will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC. Beneficial interests in any of the 2029 Debentures will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances.
Absence of a public market for the 2029 Debentures	The 2029 Debentures are new securities and there is currently no established market for the 2029 Debentures. Accordingly, we cannot assure you as to the development or liquidity of any market for the 2029 Debentures. The dealer manager has advised us that it currently intends to make a market in the 2029 Debentures. However, it is not

13

	obligated to so, and it may discontinue market making with respect to the 2029 Debentures without notice. We do not intend to apply for a listing of the 2029 Debentures on any securities exchange or any automated dealer quotation system.
U.S. federal income tax consequences	For the U.S. federal income tax consequences of the holding, disposition and conversion of the 2029 Debentures, and the holding and disposition of our common shares, see “Material U.S. federal income tax considerations.”
New York Stock Exchange symbol for our common shares	Our common shares are listed on The New York Stock Exchange under the symbol “CVG.”
Trustee, paying agent and conversion agent	U.S. Bank National Association

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Summary of material differences between
the 2029 Debentures and the 2009 Senior Notes

Material differences between the 2029 Debentures and the 2009 Senior Notes are summarized below. The table below is qualified in its entirety by the information contained in this prospectus and the respective documents governing the 2029 Debentures and the 2009 Senior Notes. See “Description of differences between the 2029 Debentures and the 2009 Senior Notes.” The “Description of the 2029 Debentures” section of this prospectus contains a more detailed description of the terms and conditions of the 2029 Debentures.

	2029 Debentures	2009 Senior Notes
Interest rate	The per annum interest rate of the 2029 Debentures will be 5.75%, in addition to any contingent interest that may accrue at the rate and under the circumstances described under “Description of the 2029 Debentures—Contingent interest.”	The per annum interest rate of the 2009 Senior Notes is 4.875%. The 2009 Senior Notes do not require the payment of contingent interest under any circumstances.
Maturity	The maturity date of the 2029 Debentures will be September 15, 2029, unless earlier repurchased, redeemed or converted.	The maturity date of the 2009 Senior Notes is December 15, 2009.
Ranking	Junior subordinated	Senior
Conversion rights	The 2029 Debentures will be convertible upon the occurrence of certain circumstances and subject to the conditions described under “Description of the 2029 Debentures—Conversion rights” into cash up to the aggregate principal amount of the 2029 Debentures being converted and our common shares (subject to our right to pay cash in respect of all or a portion of such shares) in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Debentures being converted.	None.

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	The initial conversion rate of the 2029 Debentures will equal $1,000, divided by the initial conversion price. The initial conversion price will be equal to the greater of (i) 125% of the “average VWAP” (as defined under “Description of the 2029 Debentures—Conversion rights—General”), rounded to four decimal places, and (ii) the Minimum Conversion Price. The conversion rate will be subject to adjustment as described in this prospectus.
Optional redemption	On or after September 15, 2019, we may redeem for cash all or part of the 2029 Debentures if the last reported sale price of our common shares has been at least 150% of the applicable conversion price for at least 20 trading days during any 30 consecutive trading day period immediately prior to the date on which we provide notice of redemption. The redemption price will equal 100% of the principal amount of the 2029 Debentures to be redeemed, plus accrued and unpaid interest (including contingent and additional interest), if any, to, but excluding, the redemption date (except as otherwise provided herein).	We may redeem the 2009 Senior Notes at any time at our option, in whole or in part, at a redemption price equal to the greater of: •   100% of the principal amount of the 2009 Senior Notes being redeemed; and •   the sum of the present values of the remaining scheduled payments of principal and interest on the 2009 Senior Notes being redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points.

16

We may also redeem all or part of the 2029 Debentures for cash on or prior to September 15, 2010 if certain U.S. federal tax legislation, regulations or rules are enacted or are issued. The redemption price for any such redemption will be 101.5% of the principal amount of the 2029 Debentures being redeemed plus (i) accrued and unpaid interest (including additional interest), if any, to, but excluding, the redemption date (except as otherwise provided herein) and (ii) if the current conversion value of the 2029 Debentures being redeemed exceeds their initial conversion value, 95% of the amount determined by subtracting the initial conversion value of such 2029 Debentures from their current conversion value. See “Description of the 2029 Debentures—Optional redemption.”

We will also pay the accrued and unpaid interest on the 2009 Senior Notes to the redemption date.

We will give notice of any redemption not less than 40 nor more than 60 days before the redemption date by mail to the trustee, the paying agent and each holder of 2029 Debentures.

17

Fundamental change	If we undergo a “fundamental change” (as defined in this prospectus under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures”), subject to certain conditions, you will have the option to require us to purchase all or any portion of your 2029 Debentures that is equal to $1,000 or a multiple thereof. The fundamental change repurchase price will be 100% of the principal amount of the 2029 Debentures to be repurchased, plus any accrued and unpaid interest (including contingent and additional interest), if any, to, but excluding, the fundamental change purchase date (except as otherwise provided herein). The fundamental change repurchase price will be payable in cash unless we elect to pay the fundamental change repurchase price in our common shares as described below under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures.”	None.
Absence of a public market	We do not intend to list the 2029 Debentures on any national securities exchange. The 2029 Debentures will be a new issue of securities for which there is currently no public market.	The 2009 Senior Notes are not listed for trading on any national securities exchange.

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Risk Factors

Prospective investors are urged to read the information set forth under the caption “Risk factors” in this prospectus for a discussion of certain risks associated with an investment in the 2029 Debentures.

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Summary financial data

The table below sets forth certain of our historical consolidated financial data as of and for each of the periods indicated. The financial information for the years ended December 31, 2006, 2007 and 2008, and as of December 31, 2007 and 2008, is derived from our audited consolidated financial statements which are incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2008. The consolidated historical financial information as of and for the six-month periods ended June 30, 2008 and 2009 is derived from our unaudited condensed consolidated financial statements, which are incorporated by reference into this prospectus from our quarterly report on Form 10-Q for the periods ended June 30, 2008 and 2009. In our opinion, such unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial data for such periods. The results for the six months ended June 30, 2009 are not necessarily indicative of the results to be achieved for the year ending December 31, 2009 or for any other future period.

The data below should be read in conjunction with “Capitalization” and “Selected historical financial and operating data” included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto, in the documents incorporated by reference in this prospectus.

										Six months ended
										June 30,
(Amounts in millions except per share amounts and ratios)	2006			2007			2008			2008			2009
Results of Operations
Revenues	$	2,789.8		$	2,844.3		$	2,785.8		$	1,405.9		$	1,377.4
Costs and expenses(1)(2)		2,536.9			2,599.5			2,977.1			1,319.6			1,409.7
Operating (loss) income		252.9			244.8			(191.3	)		86.3			(32.3	)
Equity in earnings of Cellular Partnerships		11.8			14.3			35.7			18.1			21.5
Other income (expense), net		2.7			4.0			14.3			(1.9	)		(9.8	)
Interest expense		(22.8	)		(17.5	)		(22.6	)		(7.8	)		(13.7	)
(Loss) income before income taxes		244.6			245.6			(163.9	)		94.7			(34.3	)
Income tax (benefit) expense		78.4			76.1			(71.0	)		18.3			(1.4	)
Net (loss) income	$	166.2		$	169.5		$	(92.9	)	$	76.4		$	(32.9	)
(Loss) earnings per share:
Basic	$	1.20		$	1.26		$	(0.75	)	$	0.61		$	(0.27	)
Diluted	$	1.17		$	1.23		$	(0.75	)	$	0.60		$	(0.27	)
Weighted average common shares outstanding
Basic		138.4			134.1			123.5			125.0			122.6
Diluted		141.7			137.7			123.5			127.2			122.6
Financial Position
Total assets	$	2,540.3		$	2,564.2		$	2,841.4		$	2,587.0		$	2,846.5
Total debt		343.5			259.9			665.9			306.8			607.8
Shareholders’ equity		1,455.1			1,521.7			1,150.1			1,418.3			1,172.8
Other Data
Cash provided (used) by:
Operating activities	$	353.4		$	209.9		$	192.3		$	42.1		$	181.6
Investing activities		(127.5	)		(74.8	)		(365.1	)		(37.4	)		(27.4	)
Financing activities		(186.0	)		(250.7	)		292.5			(70.1	)		(58.2	)
Ratio of earnings to fixed charges(3)		5.6	x		6.2	x		(2.1x	)					(0.2x	)

(1)	This includes restructuring charges of $34.4, $3.4 and $12.5 recorded during 2008, 2007 and 2006, respectively.
(2)	Full year 2008 includes HR Management related asset impairment and implementation charges of $334.0, of which $207.5 related to impairment of deferred charges, $61.1 related to impairment of goodwill and $65.4 related to expensing of implementation costs. Six months ended June 30, 2009 includes implementation-related and asset-impairment charges of $129.6 related to two large HR Management contracts.
(3)	For purposes of calculating the ratio of earnings to fixed charges, “earnings” represents income before income taxes plus fixed charges. “Fixed charges” consist of interest expense, including amortization of debt issuance costs and the portion of rental expense that management believes is representative of the interest component of rental expense. For the year ended December 31, 2008 and for the six months ended June 30, 2009, earnings were insufficient to cover fixed charges as evidenced by a less than one-to-one coverage ratio. Additional earnings of approximately $34.7 million and $160.4 million were necessary for the year ended December 31, 2008 and the six month period ended June 30, 2009, respectively.

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Risk factors

Participation in the Exchange Offer and investment in the 2029 Debentures involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in and incorporated by reference into this prospectus before making a decision on whether to participate in the Exchange Offer. In addition, you should carefully consider, among other things, the matters discussed under “Risk Factors” in documents that we file with the SEC prior to completion of the Exchange Offer, all of which are incorporated by reference into this prospectus. The risks and uncertainties described below and the risks and uncertainties described in the documents incorporated by reference are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occurs, our business, financial condition and results of operations could suffer. In that event, the trading prices of the 2029 Debentures could decline, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-looking statements.”

Risks related to our business

Client consolidations could result in a loss of clients and adversely affect our operating results.

We serve clients in industries that have experienced a significant level of consolidation. We cannot assure that additional consolidations will not occur in which our clients acquire additional businesses or are acquired themselves. Such consolidations may result in the termination of an existing client contract, which could have an adverse effect on our operating results.

In January 2008, AT&T, our largest client, informed us that it intends to migrate its subscribers from the legacy wireless billing system that we currently support through a managed services agreement onto AT&T’s other wireless billing system over the next two years. While the migration is subject to change, we anticipate that this will result in a loss of revenue of approximately $25 million and $60 million in 2009 and 2010, respectively, compared to our 2008 Information Management revenues. The impact of this migration on the first six months of 2009 revenues was approximately $5 million compared to the same period of 2008 Information Management revenues.

A large portion of our revenue is generated from a limited number of clients in the communications industry, and the loss of one or more of our clients, or weakness in the communications industry, could cause a reduction in our revenues and earnings.

We rely on several clients for a large percentage of our revenues. Our three largest clients, AT&T, DirecTV and Comcast Corporation, collectively represented 34.1% of our revenues for the first six months of 2009. Our relationship with AT&T is represented by separate contracts/work orders with Customer Management and Information Management. Our relationship with DirecTV and Comcast Corporation is represented by contracts under Customer Management. We do not believe that it is likely that our entire relationship with AT&T would terminate at one time; and, therefore, we are not substantially dependent on any particular contract/work order. However, the loss of all of the contracts/work orders with a particular client at the same time or the loss of one or more of the larger contracts/work orders with a client would adversely affect our total revenues if the revenues from such client were not replaced with revenues from that

21

client or other clients. Our revenues and earnings would also be negatively impacted by general weakness or slowdown in the communications industry.

A large portion of our accounts receivable are payable by a limited number of clients and the inability of any of these clients to pay its accounts receivable could cause a reduction in our revenues and earnings.

Several significant clients account for a large percentage of our accounts receivable. As of June 30, 2009, our three largest clients, AT&T, DirecTV and Comcast Corporation, collectively accounted for 31.8% of our accounts receivable. During the past four years, each of these clients has generally paid its accounts receivable on a timely basis, and write-downs that we have incurred in connection with such accounts receivable were consistent with write-downs that we incurred with other clients. We anticipate that several clients will continue to account for a large percentage of our accounts receivable. Although we currently do not expect payment issues with any of these clients, if any of them were unable or unwilling, for any reason, to pay our accounts receivable, our income would decrease. We have several important clients that are in industries, including automotive, that have been severely impacted by the current global economic slowdown. We also carry significant receivable balances with other clients whose declaration of bankruptcy could decrease our income. In addition, our income could be materially impacted by a number of small clients declaring bankruptcy in a short period of time.

If our clients are not successful, the amount of business that they outsource and the prices that they are willing to pay for such services may diminish and could result in a reduction of our revenues and earnings.

Our revenues depend on the success of our clients. If our clients or their specific programs are not successful, the amount of business that they outsource may be diminished. Thus, although we have signed contracts, many of which contain minimum revenue commitments, to provide services to our clients, there can be no assurance that the level of revenues generated by such contracts will meet expectations. This could result in stranded capacity and additional costs. In addition, we may face pricing pressure from clients, which could negatively affect our operating results.

Revenues in most of our larger HR Management contracts are partially based on our clients’ headcount. Our revenues could be negatively impacted by headcount reductions and restructuring actions taken by our clients.

We process, transmit and store personally identifiable information and unauthorized access to or the unintended release of this information could result in a claim for damage or loss of business and create unfavorable publicity.

We process, transmit and store personally identifiable information, both in our role as a service provider and as an employer. This information may include social security numbers, financial and health information, as well as other personal information. As a result, we are subject to certain contractual terms, as well as federal, state and foreign laws and regulations designed to protect personally identifiable information. We take measures to protect against unauthorized access and to comply with these laws and regulations. We use the internet as a mechanism for delivering our services to clients, which may expose us to potential disruptive intrusions. Unauthorized access, system denials of service, or failure to comply with data privacy laws and regulations may subject us to contractual liability and damages, loss of business, damages from individual claimants, fines, penalties, criminal prosecution and unfavorable publicity, any of

22

which could negatively affect our operating results and financial condition. In addition, third party vendors that we engage to perform services for us may have an unintended release of personally identifiable information.

The global scope, size and complexity of implementations in our HR Management business could cause delays and cost overruns in those projects, which could adversely affect our revenues, cash flows, profitability and balance sheet in a material manner.

Our large HR Management outsourcing contracts with global clients are complex as they involve providing multiple services such as payroll, recruiting, benefits administration, learning, compensation, talent management and human resources administration across many countries. Implementations of the contracts typically take a number of years to complete. Due to the complexity of the implementations and changes in customer requirements (e.g., an acquisition or disposition by a customer during the implementation or changes or developments in the customer’s business), implementation cost overruns and delays are possible, especially on larger projects. It is possible that it may be necessary to enter into formal dispute resolution procedures pursuant to the terms of the contracts to resolve cost and other contractual issues. Cost overruns can result in additional expense during the implementation period and over the life of the contract, which would likely affect the profitability of the contract and potentially result in charges. The magnitude of these charges is difficult to estimate but could be material. Given the size of some of our HR Management implementations, the impact from these cost overruns or schedule delays can have a material adverse impact on our revenues, cash flows, profitability and Balance Sheet. Delays in completing the implementations can cause us to recognize revenue and profit from the contracts later than we anticipated when the initial contract was signed. In addition, depending upon circumstances, restructuring contracts that have previously been entered into could impact their future profitability and result in material charges.

Our ability to deliver our services is at risk if the technology and network equipment that we rely upon is not maintained or upgraded in a timely manner.

Technology is a critical foundation in our service delivery. We utilize and deploy internally developed and third party software solutions across various hardware environments. We operate an extensive internal voice and data network that links our global sites together in a multi-hub model that enables the rerouting of traffic. Also, we rely on multiple public communication channels for connectivity to our clients. Maintenance of and investment in these foundational components are critical to our success. If the reliability of technology or network operations fall below required service levels, or a systemic fault affects the organization broadly, business from our existing and potential clients may be jeopardized and cause our revenue to decrease.

Emergency interruption of data centers and Customer Management and HR Management contact centers could have a materially adverse effect on our financial condition and results of operations.

In the event that we experience a temporary or permanent interruption at one or more of our data or contact centers, through casualty, operating malfunction or other causes, we may be unable to provide the data processing, Customer Management and HR Management services we are contractually obligated to deliver. This could result in us being required to pay contractual damages to some clients or to allow some clients to terminate or renegotiate their contracts. Notwithstanding disaster recovery and business continuity plans and precautions instituted to protect our clients and us from events that could interrupt delivery of services (including

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property and business interruption insurance that we maintain), there is no guarantee that such interruptions would not result in a prolonged interruption in our ability to provide support services to our clients or that such precautions would adequately compensate us for any losses we may incur as a result of such interruptions.

Defects or errors within our software could adversely affect our business and results of operations.

Design defects or software errors may delay software introductions or reduce the satisfaction level of clients and may have a materially adverse effect on our business and results of operations. Our software is highly complex and may, from time to time, contain design defects or software errors that may be difficult to detect and/or correct. Since both our clients and we use our software to perform critical business functions, design defects, software errors or other potential problems within or outside of our control may arise from the use of our software. It may also result in financial or other damages to our clients, for which we may be held responsible. Although our license agreements with our clients often contain provisions designed to limit our exposure to potential claims and liabilities arising from client problems, these provisions may not effectively protect us against such claims in all cases and in all jurisdictions. Claims and liabilities arising from client problems could result in monetary damages to us and could cause damage to our reputation, adversely affecting our business and results of operations.

If the global trend toward outsourcing does not continue, our financial condition and results of operations could be materially affected.

Revenue growth depends, in large part, on the trend toward outsourcing, particularly as it relates to our Customer Management and HR Management outsourcing operations. Outsourcing involves companies contracting with a third party, such as Convergys, to provide customer management and HR management services rather than performing such services in-house. There can be no assurance that this trend will continue, as organizations may elect to perform such services in-house. A significant change in this trend could have a materially adverse effect on our financial condition and results of operations.

We are susceptible to business and political risks from domestic and international operations that could result in reduced revenues or earnings.

We operate a global business and have facilities located throughout North and South America, Europe, the Middle East and the Asian Pacific region. As part of our strategy, we plan to capture more of the international BSS/OSS, customer management and HR management markets. Additionally, North American companies require offshore customer management outsourcing capacity. As a result, we expect to continue expansion through start-up operations and acquisitions in foreign countries. Expansion of our existing international operations and entry into additional countries will require management attention and financial resources. In addition, there are certain risks inherent in conducting business internationally including: exposure to currency fluctuations, longer payment cycles, greater difficulties in accounts receivable collection, difficulties in complying with a variety of foreign laws, changes in legal or regulatory requirements, difficulties in staffing and managing foreign operations, political instability and potentially adverse tax consequences. To the extent that we are adversely affected by these risks, our business could be adversely affected and our revenues and/or earnings could be reduced.

In addition, there has been political discussion and debate related to worldwide competitive sourcing, labor-related legislation, healthcare reform legislation and information-flow

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restrictions, particularly from the United States to offshore locations. Federal and state legislation has been proposed that relates to these issues. Future legislation, if enacted, could have an adverse effect on our results of operations and financial condition. In particular, proposed legislation, known as the Employee Free Choice Act, if enacted in its current form or a similar variation thereof, could make it easier for union organizing drives to be successful and could give third party arbitrators the ability to impose terms of collective bargaining upon both us and a labor union if the parties are unable to agree to the terms of a collective bargaining agreement within specified timelines.

Our earnings are affected by changes in foreign currency.

Customer Management serves an increasing number of its U.S.-based clients using contact center capacity in Canada, India and the Philippines. About one-half of our approximately 65,000 contact center employees are located outside the U.S. Although the contracts with these clients are typically priced in U.S. dollars, a substantial portion of the costs incurred by Customer Management to render services under these contracts is denominated in Canadian dollars, Indian rupees or Philippine pesos, which represents a foreign exchange exposure to us. We enter into forward exchange contracts and options to limit potential foreign currency exposure. As the U.S. dollar weakens the operating expenses of these contact centers, translated into U.S. dollars, increase. The increase in operating expenses will be partially offset by gains realized through the settlement of the hedged instruments. As the derivative instruments that limit our potential foreign currency exposures are entered into over a period of several years, the overall impact to earnings will be determined by both the timing of the derivative instruments and the movement of the U.S. dollar. In addition to the impact on our operating expenses that support dollar-denominated Customer Management contracts, changes in foreign currency impact the results of our international business units that are located outside of North America.

If we do not effectively manage our capacity, our results of operations could be adversely affected.

Our ability to profit from the global trend toward outsourcing depends largely on how effectively we manage our Customer Management and HR Management contact center capacity. In order to create the additional capacity necessary to accommodate new or expanded outsourcing projects, we may need to open new contact centers. The opening or expansion of a contact center may result, at least in the short term, in idle capacity until we fully implement the new or expanded program. Expanded use of home agents is helping to mitigate this risk. We periodically assess the expected long-term capacity utilization of our contact centers. As a result, we may, if deemed necessary, consolidate, close or partially close under-performing contact centers to maintain or improve targeted utilization and margins. There can be no guarantee that we will be able to achieve or maintain optimal utilization of our contact center capacity.

As part of our effort to consolidate our facilities, we seek to sublease a portion of our surplus space, if any, and recover certain costs associated with it. To the extent that we fail to sublease such surplus space, our expenses will increase.

If we are unable to hire or retain qualified personnel in certain areas of our business, our ability to execute our business plans in those areas could be impaired and revenues could decrease.

We employ approximately 75,000 employees worldwide. At times, we have experienced difficulties in hiring personnel with the desired levels of training or experience. Additionally, in regard

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to the labor-intensive business of Customer Management, quality service depends on our ability to retain employees and control personnel turnover. Any increase in the employee turnover rate could increase recruiting and training costs and could decrease operating effectiveness and productivity. We may not be able to continue to hire, train and retain a sufficient number of qualified personnel to adequately staff new client projects. Because a significant portion of our operating costs relates to labor costs, an increase in wages, costs of employee benefits or employment taxes could have a materially adverse effect on our business, results of operations or financial condition.

War and terrorist attacks or other civil disturbances could lead to economic weakness and could disrupt our operations resulting in a decrease of our revenues and earnings.

In the recent past, war and terrorist attacks have caused uncertainty in the global financial markets and economy. Additional attacks and wars could contribute to economic instability in the United States and disrupt our operations in the U.S. and abroad. Such disruptions could cause service interruptions or reduce the quality level of the services that we provide, resulting in a reduction of our revenues. These activities may also cause our clients to delay or defer decisions regarding their use of our services and, thus, delay receipt of additional revenues. In addition, war and terrorist attacks in other regions could disrupt our operations and/or create economic uncertainty with our clients, which could cause a reduction in revenues and earnings.

General economic and market conditions may adversely affect our financial condition, cash flow and results of operations.

Our results of operations are affected directly by the level of business activity of our clients, which in turn are affected by the level of economic activity in the industries and markets that they serve. Economic slowdowns in some markets, particularly in the United States, may cause reductions in spending by our clients, which may result in reductions in the growth of new business as well as reductions in existing business. If our clients enter bankruptcy or liquidate their operations, our revenues could be adversely affected. There can be no assurance that weakening economic conditions throughout the world will not adversely impact our results of operations, cash flow and/or financial position. Further deterioration in equity markets will reduce the funded status of our pension plan, which will increase future required contributions. Reduced demand for our services could increase price competition.

We need to maintain adequate liquidity in order to have sufficient cash to meet operating cash flow requirements and to repay maturing debt and other obligations. If we fail to comply with the covenants contained in our various borrowing agreements, it may adversely affect our liquidity, results of operations and financial condition.

Our liquidity is a function of our ability to successfully generate cash flows from a combination of operations and access to capital markets. As of June 30, 2009, total cash and cash equivalents was $336.0 million. We believe our liquidity (including operating and other cash flows that we expect to generate) will be sufficient to meet operating requirements and required debt repayments as they occur; however, our ability to maintain sufficient liquidity going forward depends on our ability to generate cash from operations and access capital markets. As further described in the “Capital Resources” section of the Management Discussion and Analysis in our quarterly report on Form 10-Q for the quarter ended June 30, 2009, which is incorporated herein this prospectus by reference, our $400.0 million revolving credit agreement contains

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certain restrictive covenants. At June 30, 2009, we were in compliance with all covenants in the agreements.

Our results of operations could be adversely affected by litigation and other commitments and contingencies.

We face risks arising from various unasserted and asserted litigation matters, including, but not limited to, labor, commercial, securities law and patent infringement claims. Unfavorable outcomes in pending litigation matters, or in future litigation, could negatively affect us. Aggressive plaintiffs’ counsel often file litigation on a wide variety of allegations, and even when the allegations are groundless, we may need to expend considerable funds and other resources to respond to and resolve such litigation.

In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to acquired or divested businesses and issue guarantees of third party obligations.

If we were required to make payments as a result of any of these matters, they could exceed the amounts accrued, thereby adversely affecting our results of operations, cash flows, financial condition, or business.

Our failure to successfully integrate or acquire businesses could cause our business to suffer.

Our expansion and growth may be dependent in part on our ability to make acquisitions. The risks we face related to acquisitions include that we could overpay for acquired businesses, face integration challenges, have difficulty finding appropriate acquisition candidates, and any acquired business could significantly under-perform relative to our expectations. If acquisitions are not successfully integrated, our revenues and profitability could be adversely affected as well as adversely impact our reputation.

Our debt ratings are no longer considered investment grade.

In 2008 Moody’s and Standard and Poor’s both downgraded our debt ratings to below investment grade. This could impact our ability to raise capital in the future as well as increase borrowing costs. In addition, prospective clients and vendors may be less willing to do business with a provider with higher perceived credit risk or demand more onerous terms.

We may incur additional non-cash goodwill impairment charges in the future

As discussed more fully in the “Goodwill and Other Intangible Assets” section of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2008 which is incorporated herein this prospectus by reference, we are required to test goodwill for impairment annually as of October 1 and at other times if events have occurred or circumstances exist that indicates the carrying value of goodwill may no longer be recoverable. During 2008 we recorded a non-cash goodwill impairment charge of $61.1 million. There can be no assurances that we will not incur additional charges in the future, particularly in the event of a prolonged economic slowdown.

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We sometimes rely on business partners to market, develop and deliver our solutions. Their failure to perform could negatively impact our financial results and harm our reputation in the marketplace.

We use third party business partners to assist in project implementations, to provide components of our solutions and to expand our ability to sell into new markets. Failure of third parties to perform in a timely manner could result in contractual or regulatory penalties, project delays or cost overruns as well as a failure to close new business.

An outbreak of swine flu or a pandemic, or the threat of a pandemic, may adversely impact our ability to perform our services or may adversely impact client and consumer demand.

We are in a labor-intensive business, employing approximately 75,000 employees worldwide. A significant or widespread outbreak of swine flu, or a similar pandemic, or even a perceived threat of such an outbreak, could cause significant disruptions to our employee base and could adversely impact our ability to provide our services and deliver our products. This could have a significant impact on our business and our results of operations.

Our accounting for our long-term contracts requires using estimates and projections that may change over time. Such changes may have a significant or adverse effect on our reported results of operations and consolidated balance sheet.

Projecting contract profitability on our long-term outsourcing contracts requires us to make assumptions and estimates of future contract results. All estimates are inherently uncertain and subject to change. In an effort to maintain appropriate estimates, we review each of our long-term outsourcing contracts, the related contract reserves and intangible assets on a regular basis. If we determine that we need to change our estimates for a contract, we will change the estimates in the period in which the determination is made. These assumptions and estimates involve the exercise of judgment and discretion, which may also evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Further, initially foreseen effects could change over time as a result of changes in assumptions, estimates or developments in the business or the application of accounting principles related to long-term outsourcing contracts. Any such changes may have a significant or adverse effect on our reported results of operations and Consolidated Balance Sheet.

Risks related to participation in the Exchange Offer by holders of 2009 Senior Notes

The liquidity of any trading market that currently exists for the 2009 Senior Notes may be adversely affected by the Exchange Offer, and holders of 2009 Senior Notes who fail to participate in the Exchange Offer may find it more difficult to sell their 2009 Senior Notes after the Exchange Offer is completed.

There currently are limited trading markets for the 2009 Senior Notes. To the extent that 2009 Senior Notes are tendered and accepted for exchange pursuant to the Exchange Offer, the trading markets for the remaining 2009 Senior Notes will be even more limited or may cease to exist altogether. A debt security with a small outstanding aggregate principal amount or “float” may command a lower price than would a comparable debt security with a larger float. Therefore, the market price for the unexchanged 2009 Senior Notes may be adversely affected. The reduced float may also make the trading prices of the remaining 2009 Senior Notes more volatile.

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Failure to complete the Exchange Offer successfully could negatively affect the prices of the 2009 Senior Notes and our common shares.

Several conditions must be satisfied or waived in order to complete the Exchange Offer, including, among other things, (i) that the registration statement of which this prospectus forms a part shall have become effective under the Securities Act and not be subject to a stop order, and no proceedings for that purpose shall have been instituted or be pending or, to our knowledge, be contemplated or threatened by the SEC, (ii) there not having been, or there not being reasonably likely to be, a material adverse change in our business, operations, properties, condition, assets, liabilities, prospects or financial affairs, and (iii) that a minimum aggregate principal amount of 2009 Senior Notes shall have been validly tendered and not validly withdrawn such that at least $50,000,000 aggregate principal amount of 2029 Debentures will be issued in the Exchange Offer. The conditions to the Exchange Offer may not be satisfied, and if the conditions are not satisfied or waived, to the extent permitted, the Exchange Offer may not occur or may be delayed. If the Exchange Offer is not completed or is delayed, the respective market prices of our common shares and the 2009 Senior Notes may decline, to the extent that the respective current market prices reflect an assumption that the Exchange Offer has been or will be completed.

We cannot assure you that, if we consummate the Exchange Offer, existing ratings for the 2009 Senior Notes will be maintained.

We cannot assure you that, as a result of the Exchange Offer, the rating agencies, including Standard & Poor’s Ratings Service and Moody’s Investors Service, will not downgrade or negatively comment upon the ratings for the 2009 Senior Notes. Any downgrade or negative comment may adversely affect the market price of the 2009 Senior Notes.

Even if the Exchange Offer is completed, it may not be completed on the schedule described.

In the event that in excess of $122,549,019 in aggregate principal amount of 2009 Senior Notes are tendered, a portion of your 2009 Senior Notes that you tender may be returned to you as they may be subject to pro rata acceptance as described in “The Exchange Offer—Terms of the Exchange Offer.” Accordingly, if the Exchange Offer is oversubscribed, holders participating in the Exchange Offer will have to wait until after the expiration date to receive their new 2029 Debentures or a return of their 2009 Senior Notes, during which time those holders of 2009 Senior Notes will not be able to effect transfers of their 2009 Senior Notes tendered in the Exchange Offer unless such holders withdraw their tendered 2009 Senior Notes.

If the initial conversion price for the 2029 Debentures is equal to the Minimum Conversion Price, the 2029 Debentures will be convertible into fewer shares of our common shares than would have been the case in the absence of that limitation, and the relative value of the 2029 Debentures may be diminished.

If the initial conversion price for the 2029 Debentures equals the Minimum Conversion Price of $11.93 because the average VWAP is below $9.54, the number of shares of our common shares initially issuable upon conversion will be set at the maximum conversion rate of 83.8223 common shares per $1,000 principal amount of 2029 Debentures. This number of common shares will be less than the number of common shares into which the 2029 Debentures would have been initially convertible but for the Minimum Conversion Price limitation, and the relative value of the 2029 Debentures may be diminished.

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Although the conversion price and the conversion rate will be determined based on the average VWAP of our common shares during the Averaging Period, the market price of our common shares will fluctuate, and the market price of our common shares upon settlement of the Exchange Offer could be less than the market price used to determine the conversion price and the conversion rate.

The initial conversion price and initial conversion rate will be determined based on the average VWAP of our common shares during the Averaging Period and will not be adjusted regardless of any increase or decrease in the market price of our common shares between the Expiration Date and the Settlement Date. Therefore, the market price of the common shares at the time you receive your 2029 Debentures on the Settlement Date could be less than the market price used to determine the initial conversion price and the initial conversion rate. The market price of our common shares has recently been subject to fluctuations and volatility.

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the 2029 Debentures and our other debt, including the 2009 Senior Notes that remain outstanding following the completion of the Exchange Offer.

Our board of directors has not made a recommendation as to whether you should tender your 2009 Senior Notes in exchange for 2029 Debentures in the Exchange Offer, and we have not obtained a third-party determination that the Exchange Offer is fair to holders of our 2009 Senior Notes.

Our board of directors has not made, and will not make, any recommendation as to whether holders of 2009 Senior Notes should tender their 2009 Senior Notes in exchange for the 2029 Debentures pursuant to the Exchange Offer. We have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of 2009 Senior Notes for purposes of negotiating the terms of this Exchange Offer, or preparing a report or making any recommendation concerning the fairness of this Exchange Offer. Therefore, if you tender your 2009 Senior Notes, you may not receive more or as much value than if you chose to keep them. Holders of 2009 Senior Notes must make their own independent decisions regarding their participation in the Exchange Offer.

The U.S. federal income tax treatment of the exchange of 2009 Senior Notes for 2029 Debentures is unclear.

The U.S. federal income tax treatment of the exchange of the 2009 Senior Notes for the 2029 Debentures is not clear. The tax treatment of the exchange as a recapitalization or a taxable exchange will affect the extent to which you will recognize gain or loss (and the amount of any such gain or loss) as a result of the exchange. See “Material U.S. federal income tax considerations” for a discussion of the material U.S. federal income tax considerations of participating in the Exchange Offer.

Risks related to the 2029 Debentures

Prior to the earlier of October 20, 2011 and the date on which our existing Five-Year Competitive Advance and Revolving Credit Facility Agreement dated October 20, 2006, as amended on August 11, 2008 is terminated, if the aggregate principal amount of 2029 Debentures that has

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been converted prior to such date is equal to or greater than $25,000,000, we will not be required to accept 2029 Debentures surrendered for conversion, and a holder will not be permitted to convert its 2029 Debentures.

On or prior to the earlier of October 20, 2011 and the date on which our existing Five-Year Competitive Advance and Revolving Credit Facility Agreement dated October 20, 2006, as amended on August 11, 2008 is terminated (the “cut-off date”), if the aggregate principal amount of 2029 Debentures that has been converted prior to such date is equal to or greater than $25,000,000, we will not be required to accept 2029 Debentures surrendered for conversion, and a holder will not be permitted to convert its 2029 Debentures. If, as a result of one or more conversions on a single conversion date prior to the cut-off date, the aggregate principal amount of 2029 Debentures that a converting holder or holders have surrendered for conversion on such conversion date, when added to the aggregate principal amount of 2029 Debentures converted prior to such conversion date, would exceed $25,000,000, each such holder(s) will be subject to proration with respect to its conversion and may not be able to convert all its 2029 Debentures. In addition, if exact proration would lead to conversions in excess of this limitation (or conversion of a principal amount of 2029 Debentures that is not an integral multiple of $1,000), the conversion agent will select the 2029 Debentures to be converted (in principal amounts of $1,000 or integral multiples thereof) by lot or by another method that the conversion agent considers fair and appropriate. Holders that are not permitted to convert their 2029 Debentures because of this limitation will not be able to receive the value of the cash and common shares, if any, into which the 2029 Debentures would otherwise be convertible.

The 2029 Debentures are our unsecured junior obligations and are subordinated in right of payment to our existing and future senior indebtedness and any indebtedness or other liabilities of our subsidiaries.

The 2029 Debentures will be unsecured and subordinated in right of payment to all of our existing and future senior indebtedness, including the 2009 Senior Notes. As a result, if we experience:

•  a bankruptcy, liquidation or reorganization, or

•  an acceleration of the 2029 Debentures due to an event of default under the indenture,

we will be permitted to make payments on the 2029 Debentures only after we have satisfied all of our senior debt obligations. Also, if payment or other defaults occur on any senior debt, payments on the 2029 Debentures may be blocked indefinitely or for specified periods. Therefore, payments on the 2029 Debentures may be delayed or not permitted or we may not have sufficient assets remaining to pay amounts due on any or all of the 2029 Debentures. In addition, the 2029 Debentures will not be secured by any of our assets or those of our subsidiaries. As a result, the 2029 Debentures will be effectively subordinated to any secured debt we may incur. In any liquidation, dissolution, bankruptcy or other similar proceeding, holders of our secured debt may assert rights against any assets securing such debt in order to receive full payment of their debt before those assets may be used to pay the holders of the 2029 Debentures. In such an event, we may not have sufficient assets remaining to pay amounts due on any or all of the 2029 Debentures. In addition, the 2029 Debentures will be effectively subordinated to all liabilities, including trade payables, of our subsidiaries and any subsidiaries that we may in the future acquire or establish. Consequently, our right to receive assets of any subsidiaries upon their liquidation or reorganization, and the rights of the holders of the 2029 Debentures to share in those assets, would be subordinate to the claims of the subsidiaries’ creditors.

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The 2029 Debentures will be our obligations exclusively. The indenture governing the 2029 Debentures does not prohibit us from incurring additional senior debt or secured debt, nor does it prohibit any of our subsidiaries from incurring additional liabilities. As of June 30, 2009, our total consolidated indebtedness was approximately $608 million, of which an aggregate of approximately $599 million was our senior debt and approximately $9 million of which was indebtedness of our subsidiaries guaranteed by us. We had no secured indebtedness as of June 30, 2009. After giving effect to the Exchange Offer and assuming the exchange of the maximum aggregate principal amount of the 2009 Senior Notes pursuant to the Exchange Offer that would result in us issuing $125,000,000 aggregate principal amount of the 2029 Debentures, our total consolidated indebtedness would have been approximately $610 million. From time to time we and our subsidiaries may incur additional indebtedness, including senior debt, which could adversely affect our ability to pay our obligations under the 2029 Debentures.

The 2029 Debentures are our obligations only and our operations are conducted through, and substantially all of our consolidated assets are held by, our subsidiaries.

The 2029 Debentures are our obligations exclusively and are not guaranteed by any of our operating subsidiaries. A substantial portion of our consolidated assets are held by our subsidiaries. Accordingly, our ability to service our debt, including the 2029 Debentures, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on our obligations, including the 2029 Debentures. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the 2029 Debentures or to make any funds available for that purpose. In addition, dividends, loans or other distributions to us from such subsidiaries may be subject to contractual and other restrictions and are subject to other business considerations.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2029 Debentures, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Despite our current debt levels, we may still incur substantially more debt or take other actions that would intensify the risks discussed above.

Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We will not be restricted under the terms of the indenture governing the 2029 Debentures from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited

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by the terms of the indenture governing the 2029 Debentures that could have the effect of diminishing our ability to make payments on the 2029 Debentures when due.

Recent developments in the convertible debt markets may adversely affect the market value of the 2029 Debentures.

Governmental actions that interfere with the ability of convertible debt investors to effect short sales of the underlying common shares could significantly affect the market value of the 2029 Debentures. Such government actions would make the convertible arbitrage strategy that many convertible debt investors employ difficult to execute for outstanding convertible debt of any company whose common stock or common shares are subject to such actions. The convertible debt markets recently experienced unprecedented disruptions resulting from, among other things, the recent instability in the credit and capital markets and the emergency orders issued by the SEC on September 17 and 18, 2008 (and extended on October 1, 2008). These orders were issued as a stop-gap measure while Congress worked to provide a comprehensive legislative plan to stabilize the credit and capital markets. Among other things, these orders temporarily imposed a prohibition on effecting short sales of common stock of certain financial companies. As a result, the SEC orders made the convertible arbitrage strategy that many convertible debt investors employ difficult to execute for outstanding convertible debt of those companies whose common stock was subject to the short sale prohibition. Although the SEC orders expired on October 8, 2008, the SEC is currently considering instituting other limitations on effecting short sales (such as the up-tick rule) and other regulatory organizations may do the same. On April 8, 2009, the SEC voted unanimously to seek public comment on whether short sale price restrictions or circuit breaker restrictions should be imposed. The SEC voted to propose two approaches to restrictions on short selling. One approach would apply on a market wide and permanent basis, including adoption of a new uptick rule, while the other would apply only to a particular security during severe market declines in that security, and would involve, among other limitations, bans on short selling in a particular security during a day if there is a severe decline in price in that security. If such limitations are instituted by the SEC or any other regulatory agencies, the market value of the 2029 Debentures could be adversely affected.

Volatility in the market price and trading volume of our common shares could adversely impact the trading price of the 2029 Debentures.

The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies. The market price of our common shares could fluctuate significantly for many reasons, including in response to the risks described in this section, elsewhere in this prospectus or the documents we have incorporated by reference in this prospectus or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. A decrease in the market price of our common shares would likely adversely impact the trading price of the 2029 Debentures. The price of our common shares could also be affected by possible sales of our common shares by investors who view the 2029 Debentures as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common shares. This trading activity could, in turn, affect the trading prices of the 2029 Debentures.

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We may not have the ability to raise the funds necessary to settle conversions of the 2029 Debentures or to repurchase the 2029 Debentures upon a fundamental change, and our future debt may contain limitations on our ability to pay cash due upon conversion or repurchase of the 2029 Debentures.

Unless we elect to pay the fundamental change repurchase price in our common shares or publicly traded acquiror securities as described under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures,” holders of the 2029 Debentures will have the right to require us to repurchase the 2029 Debentures for cash upon the occurrence of a fundamental change at 100% of their principal amount, plus accrued and unpaid interest (including contingent and additional interest), if any, as described under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures.” In addition, upon conversion of the 2029 Debentures, we will be required to make cash payments of up to $1,000 (or, if we elect to specify a cash percentage in respect of any conversion of 2029 Debentures, up to the conversion value of the 2029 Debentures) for each $1,000 in principal amount of 2029 Debentures converted as described under “Description of the 2029 Debentures—Settlement upon conversion.” However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2029 Debentures surrendered therefor or 2029 Debentures being converted. In addition, our ability to repurchase the 2029 Debentures for cash or to pay cash upon conversions of the 2029 Debentures may be limited by law, by regulatory authority or by agreements governing our existing or future indebtedness. Our failure to repurchase 2029 Debentures for cash at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the 2029 Debentures as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2029 Debentures for cash or make cash payments upon conversions thereof.

Under certain circumstances, the requirement to pay any cash amount upon the conversion or repurchase of the 2029 Debentures may violate our senior credit facility.

Under certain circumstances, our existing senior credit facility may be violated if we are required to make any cash payments on the conversion or repurchase of the 2029 Debentures or if, after giving effect to such conversion or repurchase, we would not be in pro forma compliance with our financial covenants under that facility. See “Description of other indebtedness—$400 million five-year competitive advance and revolving credit facility.” Any new credit facility that we may enter into may have similar restrictions. Our failure to make cash payments upon the conversion or repurchase of the 2029 Debentures as required under the terms of the 2029 Debentures would permit holders of the 2029 Debentures to accelerate our obligations under the 2029 Debentures.

The conditional conversion features of the 2029 Debentures, if triggered, may adversely affect our financial condition and operating results.

In the event any of the conditional conversion features of the 2029 Debentures is triggered, holders of 2029 Debentures will be entitled to convert the 2029 Debentures at any time during specified periods at their option. See “Description of the 2029 Debentures—Conversion rights.” If one or

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more holders elect to convert their 2029 Debentures, we may be required to pay cash in respect of the converted principal amount, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their 2029 Debentures, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2029 Debentures as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the 2029 Debentures, is the subject of recent changes that could have a material effect on our reported financial results.

In May 2008, the Financial Accounting Standards Board, which we refer to as FASB, issued FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement), which we refer to as FSP APB 14-1. Under FSP APB 14-1, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the 2029 Debentures) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of FSP APB 14-1 on the accounting for the 2029 Debentures is that the equity component would be included in the additional paid-in capital section of shareholders’ equity on our consolidated balance sheet and the value of the equity component would be treated as original issue discount for purposes of accounting for the debt component of the 2029 Debentures. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008, and for interim periods within those fiscal years, with retrospective application required. As a result, after our adoption of FSP APB 14-1 for fiscal 2009, we will be required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the 2029 Debentures to their face amount over the term of the 2029 Debentures. We will report lower net income in our financial results because FSP APB 14-1 will require interest to include both the current period’s amortization of the debt discount and the instrument’s coupon interest, which could adversely affect our reported or future financial results, the trading price of our common shares and the trading price of the 2029 Debentures.

Future sales of our common shares in the public market could lower the market price for our common shares and adversely impact the trading price of the 2029 Debentures.

In the future, we may sell additional common shares to raise capital. In addition, a substantial number of our common shares are reserved for issuance upon the exercise of stock options and upon conversion of the 2029 Debentures. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common shares. The issuance and sale of substantial amounts of our common shares, or the perception that such issuances and sales may occur, could adversely affect the trading price of the 2029 Debentures and the market price of our common shares and impair our ability to raise capital through the sale of additional equity securities.

Holders of 2029 Debentures will not be entitled to any rights with respect to our common shares, but will be subject to all changes made with respect to them to the extent our conversion obligation includes our common shares.

Holders of 2029 Debentures will not be entitled to any rights with respect to our common shares (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common shares) prior to the last trading day of the relevant observation

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period, but, to the extent our conversion obligation includes our common shares, holders of 2029 Debentures will be subject to all changes affecting our common shares. For example, if an amendment is proposed to our articles of incorporation or regulations requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to the last trading day of the relevant observation period, then such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes affecting our common shares if such amendment is adopted.

The conditional conversion feature of the 2029 Debentures could result in your receiving less than the value of our common shares into which the 2029 Debentures would otherwise be convertible.

Prior to the close of business on the business day immediately preceding September 15, 2028, you may convert your 2029 Debentures only if specified conditions are met. If the specific conditions for conversion are not met, you will not be able to convert your 2029 Debentures, and you may not be able to receive the value of the cash and common shares, if any, into which the 2029 Debentures would otherwise be convertible.

Upon conversion of the 2029 Debentures, you may receive less valuable consideration than expected because the value of our common shares may decline after you exercise your conversion right.

Under the 2029 Debentures, a converting holder will be exposed to fluctuations in the value of our common shares during the period from the date such holder surrenders 2029 Debentures for conversion until the date we settle our conversion obligation.

Under the 2029 Debentures the amount of consideration that you will receive upon conversion of your 2029 Debentures will be determined by reference to the volume weighted average prices of our common shares for each trading day in a 20 trading day observation period. As described under “Description of the 2029 Debentures—Settlement upon conversion,” this period means (i) except as set forth in the immediately succeeding clause (ii), if the relevant conversion date occurs on or after September 15, 2028, the 20 consecutive trading days beginning on, and including, the 22nd scheduled trading day immediately preceding September 15, 2029; (ii) if the relevant conversion date occurs on or after the date of issuance of a notice of redemption as described under “Description of 2029 Debentures—Optional redemption,” but prior to the relevant redemption date, the 20 consecutive trading days beginning on, and including, the 22nd scheduled trading day immediately preceding such redemption date; and (iii) in all other instances, the 20 consecutive trading day period beginning on, and including, the third trading day immediately following the relevant conversion date. Accordingly, if the price of our common shares decreases during this period, the amount and/or value of consideration you receive will be adversely affected. In addition, if the market price of our common shares at the end of such period is below the average of the volume weighted average price of our common shares during such period, the value of any common shares that you will receive in satisfaction of our conversion obligation will be less than the value used to determine the number of shares that you will receive.

The 2029 Debentures will not be protected by restrictive covenants.

The indenture governing the 2029 Debentures will not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or purchase of securities by us or any of our subsidiaries. The indenture contains no

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covenants or other provisions to afford protection to holders of the 2029 Debentures in the event of a fundamental change involving us except to the extent described under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures,” “Description of the 2029 Debentures—Conversion rights—Adjustment to shares delivered upon conversion upon a make-whole fundamental change” and “Description of the 2029 Debentures—Consolidation, merger and sale of assets.”

The adjustment to the conversion rate for 2029 Debentures converted in connection with a make-whole fundamental change may not adequately compensate you for any lost value of your 2029 Debentures as a result of such transaction.

If a make-whole fundamental change occurs prior to maturity, under certain circumstances, we will increase the conversion rate by a number of additional common shares equal to a percentage of the applicable conversion rate for 2029 Debentures converted in connection with such make-whole fundamental change (prior to such increase), which we refer to as the “percentage increase.” The increase in the conversion rate will be determined based on the date on which the specified corporate transaction occurs or becomes effective and the price paid (or deemed paid) per common share in such transaction as a percentage of the “reference price” (as defined and further described under “Description of the 2029 Debentures—Conversion rights—Adjustment to shares delivered upon a conversion upon a make-whole fundamental change”). The adjustment to the conversion rate for 2029 Debentures converted in connection with a make-whole fundamental change may not adequately compensate you for any lost value of your 2029 Debentures as a result of such transaction. In addition, if the price of our common shares in the transaction as a percentage of the reference price is greater than 600.0% of the reference price or less than 100.0% of the reference price (in each case, subject to adjustment), no additional shares will be added to the conversion rate. Moreover, in no event will the total number of common shares issuable upon conversion as a result of this adjustment exceed an amount equal to $1,000, divided by 100% of the average VWAP, per $1,000 principal amount of 2029 Debentures, subject to adjustment in the same manner as the conversion rate as set forth under “Description of the 2029 Debentures—Conversion rights—Conversion rate adjustments.”

Our obligation to increase the conversion rate upon the occurrence of a make-whole fundamental change could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

The conversion rate of the 2029 Debentures may not be adjusted for all dilutive events.

The conversion rate of the 2029 Debentures is subject to adjustment for certain events, including, but not limited to, the issuance of stock dividends on our common shares, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers as described under “Description of the 2029 Debentures—Conversion rights—Conversion rate adjustments.” However, the conversion rate will not be adjusted for other events, such as a third-party tender or exchange offer or an issuance of common shares for cash, that may adversely affect the trading price of the 2029 Debentures or our common shares. An event that adversely affects the value of the 2029 Debentures may occur, and that event may not result in an adjustment to the conversion rate.

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Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the 2029 Debentures.

Upon the occurrence of a fundamental change, you have the right to require us to repurchase your 2029 Debentures in cash, unless we elect payment in common stock as described under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures.” However, the fundamental change provisions will not afford protection to holders of 2029 Debentures in the event of other transactions that could adversely affect the 2029 Debentures. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change requiring us to repurchase the 2029 Debentures. In the event of any such transaction, the holders would not have the right to require us to repurchase the 2029 Debentures, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of 2029 Debentures.

We cannot assure you that an active trading market will develop for the 2029 Debentures.

Prior to this offering, there has been no trading market for the 2029 Debentures, and we do not intend to list the 2029 Debentures on any securities exchange or to arrange for quotation on any interdealer quotation system. We have been informed by the dealer manager that it intends to make a market in the 2029 Debentures after the Exchange Offer is completed. However, the dealer manager may cease its market-making at any time without notice to us. In addition, the liquidity of such trading market, and the market price quoted for the 2029 Debentures, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally as well as a total aggregate outstanding principal amount that may be as small as $50,000,000. As a result, we cannot assure you that an active trading market will develop for the 2029 Debentures. If an active trading market does not develop or is not maintained, the market price and liquidity of the 2029 Debentures may be adversely affected. In that case you may not be able to sell your 2029 Debentures at a particular time or you may not be able to sell your 2029 Debentures at a favorable price.

Any adverse rating of the 2029 Debentures may cause their trading price to fall.

We do not intend to seek a rating on the 2029 Debentures. However, if a rating service were to rate the 2029 Debentures and if such rating service were to lower its rating on the 2029 Debentures below the rating initially assigned to the 2029 Debentures or otherwise announces its intention to put the 2029 Debentures on credit watch, the trading price of the 2029 Debentures could decline.

You may be subject to tax if we make or fail to make certain adjustments to the conversion rate of the 2029 Debentures even though you do not receive a corresponding cash distribution.

The conversion rate of the 2029 Debentures is subject to adjustment in certain circumstances, including the payment of cash dividends. If the conversion rate is adjusted as a result of a distribution that is taxable to our common shareholders, such as a cash dividend, you may be deemed to have received a dividend subject to U.S. federal income tax without the receipt of any cash. In addition, a failure to adjust (or to adjust adequately) the conversion rate after an event that increases your proportionate interest in us could be treated as a deemed taxable dividend to you. If a make-whole fundamental change occurs on or prior to the maturity date

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of the 2029 Debentures, under some circumstances, we will increase the conversion rate for 2029 Debentures converted in connection with the make-whole fundamental change. Such increase may also be treated as a distribution subject to U.S. federal income tax as a dividend. See “Material U.S. federal income tax considerations.” If you are a non-U.S. holder (as defined in “Material U.S. federal income tax considerations”), any deemed dividend would be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments on the 2029 Debentures. See “Material U.S. federal income tax considerations.”

Risks related to our common shares

The price of our common shares historically has been volatile. This volatility may affect the price at which you could sell your common shares, and the sale of substantial amounts of our common shares could adversely affect the price of our common shares.

The market price for our common shares has varied between a high of $16.99 on September 19, 2008, and a low of $4.02 on November 21, 2008, in the twelve month period ended September 8, 2009. This volatility may affect the price at which you could sell the common shares, if any, you receive upon conversion of your 2029 Debentures, and the sale of substantial amounts of our common shares could adversely affect the price of our common shares. Our share price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including the other factors discussed in “—Risks related to our business”; variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcement by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments.

In addition, the sale of substantial amounts of our common shares could adversely impact their price. As of June 30, 2009, we had outstanding approximately 122,849,920 common shares and options to purchase approximately 8.0 million common shares, all of which were exercisable as of that date. We also have outstanding 5.1 million restricted stock units as of June 30, 2009, which vest over the next 1 to 3 years. The sale or the availability for sale of a large number of our common shares in the public market could cause the price of our common shares to decline.

The Ohio takeover statutes could deter, delay or prevent a third party from acquiring us and that could deprive you of an opportunity to obtain a takeover premium for our common shares.

We are subject to the Ohio statutes relating to control share acquisitions, which restrict the ability of an acquiror to acquire a significant amount of our outstanding common shares without shareholder approval, as well as Ohio’s merger moratorium statute, which restricts the ability of certain interested shareholders to effect transactions involving us or our assets.

These provisions of the Ohio corporate law may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices for our common shares and could also limit the price that investors may be willing to pay in the future for our common shares. Further, the fundamental change repurchase feature of the 2029 Debentures may in certain circumstances make more difficult or discourage a takeover of our company.

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Selected historical financial and operating data

The table below sets forth certain of our historical consolidated financial data as of and for each of the periods indicated. The financial information for the years ended December 31, 2006, 2007 and 2008, and as of December 31, 2007 and 2008, is derived from our audited consolidated financial statements which are incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2008. The financial information as of and for the years ended December 31, 2004 and 2005 is derived from our audited consolidated financial statements which are not incorporated by reference in this prospectus. The consolidated historical financial information as of and for the six-month periods ended June 30, 2008 and 2009 is derived from our unaudited condensed consolidated financial statements, which are incorporated by reference into this prospectus from our quarterly report on Form 10-Q for the periods ended June 30, 2008 and 2009. In our opinion, such unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial data for such periods. The results for the six months ended June 30, 2009 are not necessarily indicative of the results to be achieved for the year ending December 31, 2009 or for any other future period.

The data below should be read in conjunction with “Capitalization” included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto, in the documents incorporated by reference in this prospectus.

																Six months ended
																June 30,
(Amounts in millions except per share amounts)	2004			2005			2006			2007			2008			2008			2009
Results of Operations
Revenues	$	2,487.7		$	2,582.1		$	2,789.8		$	2,844.3		$	2,785.8		$	1,405.9		$	1,377.4
Costs and expenses(1)(2)		2,302.2			2,358.5			2,536.9			2,599.5			2,977.1			1,319.6			1,409.7
Operating (loss) income		185.5			223.6			252.9			244.8			(191.3	)		86.3			(32.3	)
Equity in earnings of Cellular Partnerships		2.0			12.4			11.8			14.3			35.7			18.1			21.5
Other income (expense), net		(3.8	)		(1.4	)		2.7			4.0			14.3			(1.9	)		(9.8	)
Interest expense		(10.3	)		(21.2	)		(22.8	)		(17.5	)		(22.6	)		(7.8	)		(13.7	)
(Loss) income before income taxes		173.4			213.4			244.6			245.6			(163.9	)		94.7			(34.3	)
Income tax (benefit) expense(3)		61.9			90.8			78.4			76.1			(71.0	)		18.3			(1.4	)
Net (loss) income	$	111.5		$	122.6		$	166.2		$	169.5		$	(92.9	)	$	76.4		$	(32.9	)
(Loss) earnings per share:
Basic	$	0.79		$	0.88		$	1.20		$	1.26		$	(0.75	)	$	0.61		$	(0.27	)
Diluted	$	0.77		$	0.86		$	1.17		$	1.23		$	(0.75	)	$	0.60		$	(0.27	)
Weighted average common shares outstanding
Basic(3)		141.4			140.0			138.4			134.1			123.5			125.0			122.6
Diluted(3)		145.4			142.9			141.7			137.7			123.5			127.2			122.6
Financial Position
Total assets	$	2,198.8		$	2,411.4		$	2,540.3		$	2,564.2		$	2,841.4		$	2,587.0		$	2,846.5
Total debt		351.7			432.2			343.5			259.9			665.9			306.8			607.8
Shareholders’ equity		1,285.3			1,335.1			1,455.1			1,521.7			1,150.1			1,418.3			1,172.8
Other Data
Cash provided (used) by:
Operating activities	$	195.4		$	232.7		$	353.4		$	209.9		$	192.3		$	42.1		$	181.6
Investing activities		(364.9	)		(138.3	)		(127.5	)		(74.8	)		(365.1	)		(37.4	)		(27.4	)
Financing activities		190.7			43.2			(186.0	)		(250.7	)		292.5			(70.1	)		(58.2	)

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(1)	This includes restructuring charges of $34.4, $3.4, $12.5, $21.2 and $30.4 recorded during 2008, 2007, 2006, 2005 and 2004, respectively.
(2)	Full year 2008 includes HR Management related asset impairment and implementation charges of $334.0, of which $207.5 related to impairment of deferred charges, $61.1 related to impairment of goodwill and $65.4 related to expensing of implementation costs. Six months ended June 30, 2009 includes implementation-related and asset-impairment charges of $129.6 related to two large HR Management contracts.
(3)	In 2005, we incurred $11.4 in incremental tax expenses related to the repatriation of approximately $187 in funds from foreign subsidiaries.

Use of proceeds

We will not receive any cash proceeds from the exchange of the 2029 Debentures for the 2009 Senior Notes pursuant to the Exchange Offer.

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Capitalization

The following table shows our cash and cash equivalents and our consolidated historical capitalization as of June 30, 2009 and as adjusted to give effect to the consummation of the Exchange Offer. For purposes of the “as adjusted” information in the following table, we have assumed $122,549,019 million principal amount of 2009 Senior Notes are exchanged in the Exchange Offer. We cannot assure you that such amounts of securities will be exchanged. The “as adjusted” information is not intended to provide any indication of what our actual financial position, including actual cash balances and borrowings, would have been had the Exchange Offer been completed as of June 30, 2009 or to project our financial position for any future date.

This table should be read in conjunction with “Selected historical financial and operating data” and with our consolidated financial statements, which are incorporated by reference in this prospectus.

	As of June 30, 2009
(Unaudited)				As
(Dollars in millions)	Actual			Adjusted(2),(3)
Cash and cash equivalents	$	336.0		$	336.0
Total debt (including current portion):
Revolving Credit Facility(1)	$	400.0		$	400.0
4.875% Unsecured Senior Notes due 2009		192.6			70.1
5.75% Junior Subordinated Convertible Debentures due 2029		–			53.7
Other debt		15.2			15.2
Total debt		607.8			539.0
Total shareholders’ equity:
Preferred shares—without par value, 5.0 authorized; none outstanding	$	–		$	–
Common shares—without par value, 500.0 authorized, 183.2 issued, and 122.8 outstanding		1,038.6			1,085.0
Treasury stock—60.4 shares		(1,045.5	)		(1,045.5	)
Retained earnings		1,267.1			1,267.1
Accumulated other comprehensive loss		(87.4	)		(87.4	)
Total shareholders’ equity		1,172.8			1,219.2
Total capitalization	$	1,780.6		$	1,758.2

(1)	As of June 30, 2009, there was no available borrowing capacity under our revolving credit facility.
(2)	Capitalization as adjusted includes an additional $46.4 million paid in capital representing the implied fair value of the equity component of the contingent 2029 Debentures net of the impact of the deferred tax liability arising from the basis difference associated with the liability component.
(3)	This assumes no gain or loss on the exchange of the 2009 Senior Notes for 2029 Debentures.

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Ratio of earnings to fixed charges

Our ratio of earnings to fixed charges for each of the last five fiscal years and for the six months ended June 30, 2009 is set forth below.

	Year ended December 31,															Six months ended
	2004			2005			2006			2007			2008			June 30, 2009
Ratio of earnings to fixed charges(1)		5.2	x		4.8	x		5.6	x		6.2	x		(2.1x	)		(0.2	x)

(1) For purposes of calculating the ratio of earnings to fixed charges, “earnings” represents income before income taxes plus fixed charges. “Fixed charges” consist of interest expense, including amortization of debt issuance costs and the portion of rental expense that management believes is representative of the interest component of rental expense. For the year ended December 31, 2008 and for the six months ended June 30, 2009, earnings were insufficient to cover fixed charges as evidenced by a less than one-to-one coverage ratio. Additional earnings of approximately $34.7 million and $160.4 million were necessary for the year ended December 31, 2008 and the six month period ended June 30, 2009, respectively.

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The Exchange Offer

Purpose of the Exchange Offer

The purpose of the Exchange Offer is to provide us with increased financial flexibility, improved liquidity, and an extension of our long-term debt maturity structure.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal, we are offering to exchange $1,020 principal amount of our new 2029 Debentures for each $1,000 principal amount of our 2009 Senior Notes, provided that the maximum aggregate principal amount of 2029 Debentures that we will issue is the Maximum Issue Amount of $125,000.000. We will also pay in cash accrued and unpaid interest on 2009 Senior Notes accepted for exchange from the last applicable interest payment date to, but excluding, the Settlement Date. Subject to the satisfaction or waiver of all conditions to the Exchange Offer and the terms of the Exchange Offer described in this prospectus, 2009 Senior Notes that are validly tendered and not validly withdrawn will be accepted for exchange in accordance with the terms of the Exchange Offer, subject to the proration provisions. See “—Maximum Issue Amount; Proration.” The 2029 Debentures will be issued only in minimum denominations of $1,000 and integral multiples of $1,000.

The Exchange Offer is subject to the conditions discussed under “—Conditions to the Exchange Offer,” including, among other things, that the registration statement of which this prospectus forms a part shall have become effective under the Securities Act and shall not be subject to a stop order and no proceedings for that purpose shall have been instituted or be pending or, to our knowledge, be contemplated or threatened by the SEC. The Exchange Offer is also conditioned on a minimum aggregate principal amount of 2009 Senior Notes being validly tendered and not validly withdrawn such that at least $50,000,000 aggregate principal amount of 2029 Debentures will be issued in the Exchange Offer. We will not be required to accept for exchange any outstanding 2009 Senior Notes tendered and may terminate this Exchange Offer if any condition of this Exchange Offer as described under “—Conditions to the Exchange Offer” remains unsatisfied. We also will not be required to, but we reserve the right to, waive any of the conditions to this Exchange Offer, except as to the condition that the registration statement of which this prospectus forms a part being declared effective and not being subject to a stop order or any proceedings for that purpose, which condition we cannot waive.

The Exchange Offer will expire at midnight, New York City time, on October 6, 2009, unless extended or earlier terminated by us. You may withdraw your tendered 2009 Senior Notes at any time prior to the expiration of the Exchange Offer. In addition, you may withdraw any 2009 Senior Notes that you tender that are not accepted for exchange by us after the expiration of 40 business days from September 9, 2009, if such 2009 Senior Notes have not been previously returned to you. You must validly tender your 2009 Senior Notes for exchange in the Exchange Offer prior to the expiration of the Exchange Offer to be eligible to receive 2029 Debentures.

Assuming that we have not previously elected to terminate the Exchange Offer, 2009 Senior Notes validly tendered and not validly withdrawn in accordance with the procedures set forth in this prospectus and the related letter of transmittal at or prior to the expiration of the Exchange Offer, will, upon the terms and subject to the conditions of the Exchange Offer (including proration provisions), be accepted for exchange and payment by us of the exchange

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consideration, and payments will be made therefor on the Settlement Date, which will be promptly after the Expiration Date.

This prospectus and the related letter of transmittal are being sent to all registered holders of 2009 Senior Notes as of the date of this prospectus. However, there is no fixed record date for determining registered holders of 2009 Senior Notes entitled to participate in the Exchange Offer. Accordingly, so long as you are a registered holder at any time during the Exchange Offer period, you are eligible to participate in the Exchange Offer.

Any 2009 Senior Notes that are accepted for exchange in the Exchange Offer will be cancelled and retired. Any 2009 Senior Notes tendered but not accepted due to proration or because they were not validly tendered or were validly withdrawn will remain outstanding upon completion of the Exchange Offer. If any tendered 2009 Senior Notes are not accepted for exchange and payment because of an invalid tender, proration, the occurrence of other events set forth in this prospectus or otherwise, they will be returned, without expense, to the tendering holder as promptly as practicable after the Expiration Date. Any 2009 Senior Notes not accepted for exchange that were tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility will be returned in accordance with the book-entry procedures described herein, and will be credited to an account maintained with DTC, as promptly as practicable after the Expiration Date. Any 2009 Senior Notes that are not accepted for exchange in the Exchange Offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the applicable governing indenture. Holders of 2009 Senior Notes do not have any appraisal or dissenters’ rights under the applicable governing indenture or otherwise in connection with the Exchange Offer.

If your 2009 Senior Notes are held through a broker or other nominee who tenders the 2009 Senior Notes on your behalf, your broker may charge you a commission for doing so. You should consult with your broker or nominee to determine whether any charges will apply. In addition, holders who tender 2009 Senior Notes in the Exchange Offer will not be required to pay transfer taxes with respect to the exchange of 2009 Senior Notes, subject to the instructions in the related letter of transmittal. We will pay all charges and expenses in connection with the Exchange Offer, other than applicable taxes as described below in “- Transfer taxes.” It is important that you read “—Fees and expenses” below for more details regarding fees and expenses incurred in the Exchange Offer.

We shall be deemed to have accepted for exchange 2009 Senior Notes validly tendered and not validly withdrawn when we have given oral or written notice of the acceptance to the Exchange Agent. The Exchange Agent will act as agent for the holders of 2009 Senior Notes who tender their 2009 Senior Notes in the Exchange Offer for the purposes of receiving the Exchange Offer consideration from us and delivering the Exchange Offer consideration to the exchanging holders. We expressly reserve the right to amend or terminate the Exchange Offer, and not to accept for exchange any 2009 Senior Notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offer.”

In lieu of issuing 2029 Debentures in denominations of other than a minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof, if the amount of 2009 Senior Notes accepted for exchange from a particular holder is such that the minimum denomination threshold of the 2029 Debentures is not reached, we will deliver cash at settlement equal to the entire principal amount of 2029 Debentures that would have been issued to such holder but for the minimum denomination threshold.

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Maximum Issue Amount; Proration

We will accept for exchange the maximum aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn (with adjustments downward to avoid the exchange of 2009 Senior Notes in a principal amount other than integral amounts of $1,000) provided that the aggregate principal amount of 2029 Debentures issued in the Exchange Offer does not exceed the Maximum Issue Amount.

If the acceptance of the aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn would result in the aggregate principal amount of 2029 Debenture issued in the Exchange Offer exceeding the Maximum Issue Amount, and proration is therefore required, we will accept for exchange such 2009 Senior Notes on a pro rata basis.

If proration of the 2009 Senior Notes is required, we will determine the applicable final proration factor as soon as practicable after the Expiration Date and will announce the results of proration by press release.

We may be unable to announce the final proration factor until at least three New York Stock Exchange trading days after the Expiration Date to the extent that 2009 Senior Notes are tendered by notice of guaranteed delivery, which notices will not require the 2009 Senior Notes tendered thereby to be delivered until the third New York Stock Exchange trading day following the Expiration Date.

Resale of 2029 Debentures received pursuant to the Exchange Offer

Any 2029 Debentures received pursuant to this Exchange Offer generally may be offered for resale, resold and otherwise transferred without further registration under the Securities Act and without delivery of a prospectus meeting the requirements of Section 10 of the Securities Act if the holder is not our “affiliate” within the meaning of Rule 144(a)(1) under the Securities Act. Any holder who is our affiliate at the time of the Exchange Offer must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resales, unless such sale or transfer is made pursuant to an exemption from such requirements and the requirements under applicable state securities laws.

However, there is no public market for the 2029 Debentures, and we do not intend to apply for listing of the 2029 Debentures on any national securities exchange or quotation system. See “Risk factors—We cannot assure you that an active trading market will develop for the 2029 Debentures.

Consequences of failure to participate in the Exchange Offer

Any 2009 Senior Notes that are not accepted for exchange in the Exchange Offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the applicable governing indenture, unless earlier redeemed or repurchased. There are no remaining interest payment dates on the 2009 Senior Notes prior to maturity on December 15, 2009.

There currently are limited trading markets for the 2009 Senior Notes. To the extent that 2009 Senior Notes are tendered and accepted for exchange pursuant to the Exchange Offer, the trading market for the remaining 2009 Senior Notes will be even more limited or may cease to exist altogether. A debt security with a small outstanding aggregate principal amount or “float”

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may command a lower price than would a comparable debt security with a larger float. Therefore, the market price for the 2009 Senior Notes that remain outstanding after completion of the Exchange Offer may be adversely affected. The reduced float may also make the trading prices of the remaining 2009 Senior Notes more volatile.

In addition, following completion of the Exchange Offer, we may repurchase additional 2009 Senior Notes that remain outstanding in the open market, in privately negotiated transactions, additional exchange offers, or otherwise. Future purchases of 2009 Senior Notes that remain outstanding after the Exchange Offer may be on terms that are more or less favorable than the Exchange Offer. Future purchases, if any, will depend on many factors, which include market conditions and the condition of our business.

Expiration date; extension; termination; amendment

The Exchange Offer will expire at midnight, New York City time, on October 6, 2009, unless we have extended the period of time that the Exchange Offer is open. The Exchange Offer will be open for at least 20 business days as required by Rule 14e-1(a) under the Exchange Act.

We reserve the right to extend the period of time that the Exchange Offer is open, and delay acceptance for exchange of any 2009 Senior Notes, by giving oral or written notice to the Exchange Agent and by timely public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any extension, all 2009 Senior Notes previously tendered will remain subject to the Exchange Offer unless validly withdrawn. Any extension announced before the commencement of the originally scheduled Averaging Period will result in the resetting of the Averaging Period to correspond to the new Expiration Date. Any extension announced after the commencement of the originally scheduled Averaging Period will not affect the Averaging Period.

In addition, we reserve the right to:

•  terminate or amend the Exchange Offer and not to accept for exchange any 2009 Senior Notes not previously accepted for exchange upon the occurrence of any of the events specified under “—Conditions to the Exchange Offer” that have not been waived by us; and

•  amend the terms of the Exchange Offer in any manner permitted or not prohibited by law.

If we terminate or amend the Exchange Offer, we will notify the Exchange Agent by oral or written notice (with any oral notice to be promptly confirmed in writing) and will issue a timely press release or other public announcement regarding the termination or amendment of the Exchange Offer.

If we make a material change in the terms of the Exchange Offer or the information concerning the Exchange Offer, we will promptly disseminate disclosure regarding the changes to the Exchange Offer and extend the Exchange Offer, if required by law, to ensure that the Exchange Offer remains open a minimum of five business days from the date we disseminate disclosure regarding the changes.

If we make a change in the Exchange Offer consideration, including the applicable exchange ratios or in the provisions for determining the initial conversion price and initial conversion rate, we will promptly disseminate disclosure regarding the changes and extend the Exchange Offer, if required by law, to ensure that the Exchange Offer remains open a minimum of ten business days from the date we disseminate disclosure regarding the changes.

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Procedures for tendering 2009 Senior Notes

We have forwarded to you, along with this prospectus, a letter of transmittal relating to the Exchange Offer. A holder need not submit a letter of transmittal if the holder tenders 2009 Senior Notes in accordance with the procedures mandated by DTC’s ATOP, which this transaction will be eligible for. As described below, to tender 2009 Senior Notes without submitting a letter of transmittal, the electronic instructions sent to DTC and transmitted to the Exchange Agent must contain your acknowledgment of receipt of, and your agreement to be bound by and to make all of the representations contained in, the letter of transmittal. In all other cases, a letter of transmittal must be manually executed and delivered as described in this prospectus.

Only a holder of record of 2009 Senior Notes may tender 2009 Senior Notes in the Exchange Offer. To tender in the Exchange Offer, a holder must:

(1) either:

•  properly complete, duly sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires and deliver the letter of transmittal or facsimile together with any other documents required by the letter of transmittal and any other required documents, to the Exchange Agent prior to the expiration of the Exchange Offer; or

•  in lieu of delivering a letter of transmittal, instruct DTC to transmit on behalf of the holder an “agent’s message” to the Exchange Agent which shall be received by the Exchange Agent prior to the expiration of the Exchange Offer, according to the procedure for book-entry transfer described below; and

(2) deliver to the Exchange Agent prior to the expiration of the Exchange Offer confirmation of book-entry transfer of your 2009 Senior Notes into the Exchange Agent’s account at DTC pursuant to the procedure for book-entry transfers described below.

The term “agent’s message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering 2009 Senior Notes which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto and the making of the representations and warranties contained therein) and that we may enforce that agreement against the participant.

Alternatively, if a holder wishes to tender its 2009 Senior Notes for exchange in the Exchange Offer and the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to the expiration of the Exchange Offer, the holder must tender its 2009 Senior Notes according to the guaranteed delivery procedures set forth under “—Guaranteed delivery procedures.”

To be tendered effectively, the Exchange Agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth on the back cover of this prospectus on or prior to the expiration of the Exchange Offer, or, in the case of guaranteed delivery, no later than three New York Stock Exchange trading days after the Expiration Date. To receive confirmation of valid tender of 2009 Senior Notes, a holder should contact the Exchange Agent at its telephone number listed on the back cover of this prospectus.

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The tender by a holder of 2009 Senior Notes that is not validly withdrawn prior to the expiration of the Exchange Offer will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal. Such agreement will be governed by, and construed in accordance with, the laws of the State of New York.

If the related letter of transmittal or any other required documents are physically delivered to the Exchange Agent, the method of delivery is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service, properly insured. In all cases, holders should allow sufficient time to assure delivery to the Exchange Agent before the expiration of the Exchange Offer. Holders should not send letters of transmittal to us, the Dealer Manager or the Information Agent. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose 2009 Senior Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf if it wishes to participate in the Exchange Offer. You should keep in mind that your intermediary may require you to take action with respect to the Exchange Offer a number of days before the Expiration Date in order for such entity to tender 2009 Senior Notes on your behalf on or prior to the Expiration Date in accordance with the terms of the Exchange Offer.

If the applicable letter of transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the 2009 Senior Notes.

A signature on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution in certain circumstances. As used in this prospectus, “eligible institution” means a bank, broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer, government securities broker, credit union, national securities exchange, registered securities association, clearing agency or savings association. The signature need not be guaranteed by an eligible institution if the 2009 Senior Notes are tendered:

•  by a registered holder who has not completed either of the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible institution.

If the letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless we waive this requirement, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal, of tendered 2009 Senior Notes. Our determination will be final and binding. We reserve the absolute right to reject any 2009 Senior Notes not validly tendered or any 2009 Senior Notes, the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular 2009 Senior Notes. A waiver of any defect or irregularity with respect to the tender of one tendered security shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other tendered

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securities except to the extent we may otherwise so provide. Our interpretation of the terms and conditions of the Exchange Offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of 2009 Senior Notes must be cured within the time that we determine. Tenders of 2009 Senior Notes will not be deemed made until those defects or irregularities have been cured or waived. Neither we, the Dealer Manager, the Information Agent, the Exchange Agent or any other person shall be under any duty to give notification of any defects or irregularities in the tender of any 2009 Senior Notes, nor shall we or any of them incur any liability for failure to give such notification. Any 2009 Senior Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the Expiration Date.

In all cases, we will accept 2009 Senior Notes for exchange pursuant to the Exchange Offer only after the Exchange Agent timely receives:

•  a timely book-entry confirmation that 2009 Senior Notes have been transferred into the Exchange Agent’s account at DTC;

•  a properly completed and duly executed letter of transmittal, a properly transmitted computer-generated message confirming the submission of the holders acceptance through DTC’s system to the Exchange Agent; and

•  all other required documents.

Holders should receive copies of the letter of transmittal with the prospectus. A holder may obtain additional copies of the letter of transmittal for the 2009 Senior Notes from the Information Agent at its offices listed on the back cover of this prospectus.

Book-entry transfer

The Exchange Agent has established accounts with respect to the 2009 Senior Notes at DTC for purposes of the Exchange Offer.

The Exchange Agent and DTC have confirmed that any financial institution that is a participant in DTC may utilize DTC’s ATOP procedures to tender 2009 Senior Notes.

Any participant in DTC may make book-entry delivery of 2009 Senior Notes by causing DTC to transfer the 2009 Senior Notes into the Exchange Agent’s applicable account in accordance with DTC’s ATOP procedures for transfer.

However, the exchange for the 2009 Senior Notes so tendered will be made only after a book-entry confirmation of such book-entry transfer of 2009 Senior Notes into the Exchange Agent’s applicable account, and timely receipt by the Exchange Agent of an agent’s message and any other documents required by the letter of transmittal.

Guaranteed delivery procedures

Holders who wish to tender their 2009 Senior Notes who (i) cannot comply with the procedures for book-entry transfer in a timely manner, or (ii) cannot deliver a letter of transmittal, agent’s

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message or any other required documents to the Exchange Agent prior to the expiration of the Exchange Offer Expiration Date, may effect a tender if all the following conditions are met:

•  your tender is made by or through an eligible institution;

•  a validly completed and duly executed notice of guaranteed delivery in the form we have provided is received by the Exchange Agent by facsimile transmission, mail or hand delivery, as provided below, prior to the expiration of the Exchange Offer; and

•  the Exchange Agent receives, at its address set forth on the back cover of this prospectus and within the period of three New York Stock Exchange trading days after the Expiration Date, a book-entry confirmation of the transfer of the 2009 Senior Notes into the Exchange Agent’s account at DTC, and either:

•  a properly completed and duly executed letter of transmittal, which includes all signature guarantees required thereon and all other required documents, or

•  a properly transmitted agent’s message.

A notice of guaranteed delivery must be delivered to the Exchange Agent by hand, overnight courier, facsimile transmission or mail before the Expiration Date and must include a guarantee by an eligible institution in the form set forth in the notice of guaranteed delivery.

Withdrawal rights

You may withdraw your tender of 2009 Senior Notes at any time prior to the expiration of the Exchange Offer. In addition, if not previously returned, you may withdraw 2009 Senior Notes that you tender that are not accepted by us for exchange after expiration of 40 business days from September 9, 2009. For a withdrawal to be valid, the Exchange Agent must receive a computer-generated notice of withdrawal, transmitted by DTC on behalf of the holder in accordance with the standard operating procedure of DTC or a written notice of withdrawal, sent by facsimile transmission, receipt confirmed by telephone, or letter, before the expiration of the Exchange Offer. A form of notice of withdrawal may be obtained from the Information Agent. Any notice of withdrawal must:

•  specify the name of the person that tendered the 2009 Senior Notes to be withdrawn;

•  identify the 2009 Senior Notes to be withdrawn, including the certificate number or numbers, if physical certificates were tendered, and principal amount of such 2009 Senior Notes;

•  include a statement that the holder is withdrawing its election to have the 2009 Senior Notes exchanged;

•  be signed by the holder in the same manner as the original signature on the letter of transmittal by which the 2009 Senior Notes were tendered, or by the same entity previously delivering the related agent’s message, including any required signature guarantees, and, in the case of certificated securities, be accompanied by documents of transfer sufficient to have the trustee under the applicable indenture register the transfer of the 2009 Senior Notes into the name of the person withdrawing the tender; and

•  specify the name in which any of the 2009 Senior Notes are to be registered, if different from that of the person that tendered the 2009 Senior Notes.

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Any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn 2009 Senior Notes or otherwise comply with DTC’s procedures, or, in the case of certificated securities, the name and address to which such withdrawn 2009 Senior Notes are to be sent.

We will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in our sole discretion, and our decision shall be final and binding. None of us, the Dealer Manager, the Exchange Agent, the Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any notification.

Any 2009 Senior Notes validly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. However, you may re-tender validly withdrawn 2009 Senior Notes by following one of the procedures discussed in the section entitled “Procedures for tendering 2009 Senior Notes” at any time prior to the expiration of the Exchange Offer.

Any 2009 Senior Notes that have been tendered for exchange but which are not accepted for exchange for any reason will be credited to an account with DTC specified by the holder, or, in the case of certificated securities, if any, returned to the tendering holder, as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn 2009 Senior Notes may be re-tendered by following one of the procedures described under “—Procedures for tendering 2009 Senior Notes” above at any time prior to the expiration of the Exchange Offer.

Except for the withdrawal rights described above, any tender made under the Exchange Offer is irrevocable.

Acceptance of 2009 Senior Notes for exchange; delivery of exchange offer consideration

Upon satisfaction or waiver of all of the conditions to the Exchange Offer and upon the terms and subject to the conditions of the Exchange Offer, we will promptly accept such 2009 Senior Notes validly tendered that have not been validly withdrawn. We will pay the Exchange Offer consideration in exchange for such 2009 Senior Notes accepted for exchange promptly after the Expiration Date. For purposes of the Exchange Offer, we will be deemed to have accepted 2009 Senior Notes for exchange when we give oral (promptly confirmed in writing) or written notice of acceptance to the Exchange Agent.

In all cases, we will pay the Exchange Offer consideration in exchange for 2009 Senior Notes that are accepted for exchange pursuant to the Exchange Offer only after the Exchange Agent timely receives a book-entry confirmation of the transfer of the 2009 Senior Notes into the Exchange Agent’s account at DTC, and a properly completed and duly executed letter of transmittal and all other required documents, or a properly transmitted agent’s message.

Settlement will not occur until after any final proration factor is determined. We may be unable to announce the final proration factor until at least three New York Stock Exchange trading days after the Expiration Date to the extent that 2009 Senior Notes are tendered by notice of guaranteed delivery, which notices will not require the 2009 Senior Notes tendered thereby to be delivered until the third New York Stock Exchange trading day following the Expiration Date.

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We will deliver 2029 Debentures in exchange for 2009 Senior Notes accepted for exchange in the Exchange Offer, pay in cash accrued and unpaid interest on 2009 Senior Notes accepted for exchange and cash equal to the principal amount of 2029 Debentures that would have been issued to a holder tendering 2009 Senior Notes in an amount that would result in the issuance of 2029 Debentures in less than the minimum denomination of $1,000, promptly after the expiration of the Exchange Offer, by issuing the 2029 Debentures and paying such accrued and unpaid interest and any other cash payments on the Settlement Date to the Exchange Agent (or upon its instructions, to DTC), which will act as agent for you for the purpose of receiving the 2029 Debentures and accrued and unpaid interest and any other cash payments and transmitting the 2029 Debentures and accrued and unpaid interest and any other cash payments to you. Tendering holders of the 2009 Senior Notes should indicate in the applicable box in the letter of transmittal or to the book-entry transfer facility in the case of holders who electronically transmit their acceptance through ATOP, the name and address to which delivery of the 2029 Debentures and payment of accrued and unpaid interest on the 2009 Senior Notes accepted for exchange and any other cash payments is to be sent, if different from the name and address of the person signing the letter of transmittal or transmitting such acceptance through ATOP.

We expressly reserve the right, subject to applicable law, to (1) delay acceptance for exchange of 2009 Senior Notes tendered under the Exchange Offer or the delivery of 2029 Debentures in exchange for the 2009 Senior Notes accepted for purchase (subject to Rule 14e-1 under the Exchange Act, which requires that we pay the consideration offered or return the 2009 Senior Notes deposited by or on behalf of the holders promptly after the termination or withdrawal of the Exchange Offer), or (2) terminate the Exchange Offer at any time.

You will not be obliged to pay brokerage commissions or fees to the Dealer Manager, the Exchange Agent, the Information Agent or us with respect to the Exchange Offer. However, if a tendering holder handles the transactions through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions.

We will pay all transfer taxes applicable to the exchange and transfer of 2009 Senior Notes pursuant to the Exchange Offer, except if the delivery of the 2029 Debentures and payment of accrued and unpaid interest and any other cash payment is being made to, or if 2009 Senior Notes not tendered or not accepted for payment are registered in the name of, any person other than the holder of 2009 Senior Notes tendered thereby or 2009 Senior Notes are credited in the name of any person other than the person(s) signing the letter of transmittal or electronically transmitting acceptance through ATOP, as applicable; then, in such event, delivery and payment shall not be made unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. See “Transfer taxes.”

We will not be liable for any interest as a result of a delay by the Exchange Agent or DTC in distributing the consideration for the Exchange Offer.

Conditions to the Exchange Offer

We will not accept 2009 Senior Notes for 2029 Debentures and may terminate or not complete the Exchange Offer if the registration statement of which this prospectus forms a part shall not have become effective or if there is a stop order suspending the effectiveness of the registration statement or any proceedings for that purpose shall have been instituted or be pending or, to our knowledge, be contemplated or threatened by the SEC.

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We may elect not to accept 2009 Senior Notes for exchange and may terminate or not complete the Exchange Offer if:

•  we do not receive valid tenders that are not validly withdrawn for a minimum aggregate principal amount of 2009 Senior Notes such that at least $50,000,000 aggregate principal amount of 2029 Debentures will be issued in the Exchange Offer;

•  in our reasonable judgment, there has been or there is be reasonably likely to be a material adverse change in our business, operations, properties, condition, assets, liabilities, prospects or financial affairs;

•  there shall have been instituted, threatened in writing or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Exchange Offer, that is, or is reasonably likely to be, in our reasonable judgment, materially adverse to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs, or which would or might, in our reasonable judgment, prohibit, prevent, restrict or delay consummation of the Exchange Offer or materially impair the contemplated benefits to us (as set forth under “—Purpose of the Exchange Offer”) of the Exchange Offer;

•  an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality, or there shall have occurred any development, that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent, restrict or delay consummation of the Exchange Offer or materially impair the contemplated benefits to us of the Exchange Offer, or prohibit any of the material terms of the 2029 Debentures, or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs; or

•  any of the following conditions or events occurs, or we determine that any of the following conditions or events is reasonably likely to occur:

•  any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States;

•  any extraordinary or material adverse change in U.S. financial markets generally, including, without limitation, a decline (based on closing prices) of at least twenty percent in either the Dow Jones Average of Industrial Stocks or the Standard & Poor’s 500 Index occurring after the date of this prospectus;

•  a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;

•  any material disruption has occurred in commercial banking or securities settlement or clearance services in the United States;

•  any limitation, whether or not mandatory, by any governmental entity on, or any other event that would reasonably be expected to materially adversely affect, the extension of credit by banks or other lending institutions;

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•  a commencement of a war, an act of terrorism or other national or international calamity directly or indirectly involving the United States, which would reasonably be expected to affect materially and adversely, or to delay materially, the completion of the Exchange Offer;

•  if any of the situations described above existed at the time of commencement of the Exchange Offer, that situation deteriorates materially after commencement of the Exchange Offer;

•  any tender or exchange offer, other than this Exchange Offer, by us, with respect to some or all of our issued and outstanding common shares or any amalgamation, merger, acquisition or other business combination proposal involving us shall have been proposed, announced or made by any person or entity; or

•  a “market disruption event” (as defined below) occurs with respect to our common shares during the Averaging Period and such market disruption event has impaired the benefits of the Exchange Offer to us.

A “market disruption event” with respect to the conditions to the exchange offer with respect to our common shares means a suspension, absence or material limitation of trading of our common shares on The New York Stock Exchange for more than two hours of trading or a breakdown or failure in the price and trade reporting systems of The New York Stock Exchange as a result of which the reported trading prices for our common shares on The New York Stock Exchange during any half-hour trading period during the principal trading session in The New York Stock Exchange are materially inaccurate, as determined by us, on the day with respect to which such determination is being made. For purposes of such determination (1) a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of The New York Stock Exchange or (2) limitations pursuant to any applicable rule or regulation enacted or promulgated by The New York Stock Exchange, any other self-regulatory organization or the SEC of similar scope as determined by us shall constitute a suspension, absence or material limitation of trading.

If any of the above events occurs prior to the expiration of the Exchange Offer, we may:

•  terminate the Exchange Offer and promptly return all tendered 2009 Senior Notes to tendering existing note holders;

•  extend the Exchange Offer and, subject to the withdrawal rights described in “—Withdrawal rights” above, retain all tendered 2009 Senior Notes until the extended Exchange Offer expires;

•  amend the terms of the Exchange Offer; or

•  waive the unsatisfied condition and, subject to any requirement to extend the period of time during which the Exchange Offer is open, complete the Exchange Offer.

Notwithstanding the foregoing, we cannot waive the condition relating to the effectiveness of the registration statement of which this prospectus forms a part.

These conditions are for our benefit. We may assert these conditions with respect to all or any portion of the Exchange Offer prior to the expiration of the Exchange Offer. We may waive any condition, other than those subject to applicable law, in whole or in part in our discretion prior to the expiration of the Exchange Offer. Our failure to exercise our rights under any of the

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above conditions does not represent a waiver of these rights. Each right is an ongoing right which may be asserted at any time prior to the expiration of the Exchange Offer. Any determination by us concerning the conditions described above will be final and binding upon all parties, provided, however, that holders may challenge such determination in a court of competent jurisdiction. There are no federal or state regulatory requirements that must be met, except for requirements under applicable securities laws. Satisfaction or waiver of these conditions will be determined as of the expiration of the Exchange Offer.

We confirm to you that if we make a material change in the terms of the Exchange Offer or the information concerning the Exchange Offer, or if we waive a material condition of the Exchange Offer, we will promptly disclose the amendment or waiver in a prospectus supplement and will extend the Exchange Offer to the extent required under the Exchange Act.

Fees and expenses

We will bear the fees and expenses of soliciting tenders for the Exchange Offer and tendering holders of 2009 Senior Notes will not be required to pay any expenses of soliciting tenders in the Exchange Offer. However, if a tendering holder handles the transactions through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions. The principal solicitation is being made by mail. However, additional solicitations may be made by facsimile transmission, telephone or in person by the Dealer Manager, as well as by our officers and other employees.

Transfer taxes

We will pay all transfer taxes, if any, applicable to the exchange of 2009 Senior Notes pursuant to the Exchange Offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  tendered 2009 Senior Notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of 2009 Senior Notes under the Exchange Offer.

If satisfactory evidence of payment of transfer taxes is not submitted with the letter of transmittal, the amount of any transfer taxes will be billed to the tendering holder.

Future purchases and exchanges

Following completion of the Exchange Offer, we may acquire additional 2009 Senior Notes that remain outstanding in the open market, in privately negotiated transactions, in new exchange offers, by redemption or otherwise. Future purchases, exchanges or redemptions of 2009 Senior Notes that remain outstanding after the Exchange Offer may be on terms that are more or less favorable than the Exchange Offer. Future purchases, exchanges and redemptions, if any, will depend on many factors, which include market conditions and the condition of our business.

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No appraisal rights

No appraisal or dissenters’ rights are available to holders of 2009 Senior Notes under applicable law in connection with the Exchange Offer.

Compliance with “short tendering” rule

It is a violation of Rule 14e-4 under the Exchange Act of 1934, as amended (the “Exchange Act’) for a person, directly or indirectly, to tender 2009 Senior Notes for such person’s own account unless the person so tendering (a) has a net long position equal to or greater than the aggregate principal amount of the securities being tendered and (b) will cause such securities to be delivered in accordance with the terms of the Exchange Offer. Rule 14e-4 contains a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

A tender of 2009 Senior Notes in response to the Exchange Offer under any of the procedures described above will constitute a binding agreement between the tendering holder and us with respect to the Exchange Offer upon the terms and subject to the conditions of the Exchange Offer, including the tendering holder’s acceptance of the terms and conditions of the Exchange Offer, as well as the tendering holder’s representation and warranty that (a) such holder has a net long position in 2009 Senior Notes being tendered pursuant to the Exchange Offer within the meaning of Rule 14e-4 and (b) the tender of such 2009 Senior Notes complies with Rule 14e-4.

Compliance with securities laws

We are making the Exchange Offer to all holders of outstanding 2009 Senior Notes. We are not aware of any jurisdiction in which the making of the Exchange Offer is not in compliance with applicable law. If we become aware of any jurisdiction in which the making of the Exchange Offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Exchange Offer will not be made to, nor will tenders of 2009 Senior Notes be accepted from or on behalf of, the holders of 2009 Senior Notes residing in any such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer will be deemed to be made on our behalf by one of the Dealer Manager if licensed under the laws of that jurisdiction.

No action has been or will be taken in any jurisdiction other than in the United States that would permit a public offering of our 2029 Debentures, or the possession, circulation or distribution of this prospectus or any other material relating to us or our 2029 Debentures in any jurisdiction where action for that purpose is required. Accordingly, our 2029 Debentures may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisement in connection with our 2029 Debentures may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. This prospectus does not constitute an offer to sell or a solicitation of any offer to buy in any jurisdiction where such offer or solicitation would be unlawful. Persons into whose possession this prospectus comes are advised

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to inform themselves about and to observe any restrictions relating to this Exchange Offer, the distribution of this prospectus, and the resale of the 2029 Debentures.

Accounting treatment

We will consider the respective fair values of the 2029 Debentures versus the carrying value of the 2009 Senior Notes and will record the resulting gain or loss on the transaction on our consolidated statement of operations in the period the Exchange Offer closes. The fair value of the 2029 Debentures will then be allocated between the debt and equity components of the instrument, net of any related deferred taxes. We will accrete the resulting discount on the liability component of the 2029 Debentures, resulting in additional interest expense over the life of the 2029 Debentures equal to our nonconvertible debt borrowing rate.

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Price range of common shares and dividend policy

Our common shares are listed on The New York Stock Exchange under the symbol “CVG.” The following table sets forth, for the periods indicated, the range of high and low sales prices per share of our common shares as reported on The New York Stock Exchange for the periods indicated.

	High		Low
Year Ended December 31, 2007
First Quarter	$	27.18	$	23.84
Second Quarter		27.26		23.95
Third Quarter		24.85		14.67
Fourth Quarter		19.18		15.86
Year Ended December 31, 2008
First Quarter	$	16.60	$	13.66
Second Quarter		16.75		14.62
Third Quarter		16.99		11.77
Fourth Quarter		14.93		4.02
Year Ended December 31, 2009
First Quarter	$	9.05	$	5.49
Second Quarter		10.66		7.91
Third Quarter (through September 8, 2009)		11.27		8.26

On September 8, 2009, the closing price of our common shares on The New York Stock Exchange was $10.87 per share.

We have not paid cash dividends on our common shares, and do not anticipate paying cash dividends in the future. Our board of directors re-evaluates our dividend policy periodically.

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Description of other indebtedness

As used in this description of indebtedness, “Convergys.” “we,” “our,” and “us” refer to Convergys Corporation and not to its consolidated subsidiaries.

4.875% Senior Notes due 2009

As of August 26, 2009, $192.6 million in aggregate principal amount of our 2009 Senior Notes was outstanding. The 2009 Senior Notes were issued by Convergys under an indenture dated as of August 31, 2000, with U.S. Bank National Association, as successor to The Chase Manhattan Trust Company, National Association, as trustee. The 2009 Senior Notes accrue interest at the rate of 4.875% per annum and are payable in cash semi-annually on each June 15 and December 15. There are no remaining interest payment dates on the 2009 Senior Notes prior to maturity on December 15, 2009.

The 2009 Senior Notes are our obligations exclusively and not of our subsidiaries. The 2009 Senior Notes are senior unsecured obligations and rank equally with all of our other outstanding senior unsecured indebtedness and are structurally subordinated to all indebtedness and other liabilities of our subsidiaries.

We may redeem the 2009 Senior Notes at any time, in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2009 Senior Notes being redeemed or the sum of the present values of the remaining scheduled payments of principal and interest on the 2009 Senior Notes being redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the indenture governing the 2009 Senior Notes) plus 20 basis points, as determined by the reference treasury dealer (as defined in the indenture governing the 2009 Senior Notes). We will also pay the accrued and unpaid interest on the 2009 Senior Notes to the redemption date.

Under the indenture governing the 2009 Senior Notes, we have agreed that we will not engage in certain transactions and not to create certain liens as described

Limitations on Liens. Neither we nor any of our subsidiaries will be permitted to create, issue, incur, assume or guarantee certain types of secured debt, without securing the debt securities on an equal and ratable basis with any such debt. These limits apply to debt secured by mortgages, pledges, liens and other encumbrances, which together we refer to as liens. These limits will not apply to:

•  statutory liens of landlords and liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if the reserve or other appropriate provision, if any, as required by GAAP has been made;

•  liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any lien securing letters of credit issued in the ordinary course of business consistent with past practice, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

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•  any interest or title of a lessor under any capitalized lease obligation, so long as it does not extend to any property which is not leased property subject to the capitalized lease obligation;

•  purchase money liens securing purchase money indebtedness incurred to finance the acquisition or construction of a property used in a permitted business (as defined in the indenture), so long as the related purchase money indebtedness does not exceed the cost of the property or the construction and is not secured by any property other than the property so acquired or constructed;

•  liens upon specific items of inventory or other goods and proceeds of any person securing that person’s obligations in respect of bankers’ acceptances issued or created for the account of that person to facilitate the purchase, shipment or storage of such inventory or other goods;

•  liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to the letters of credit and products and proceeds of the letters of credit;

•  liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements, including rights of offset and set-off, so long as the deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by us in excess of those set forth by regulations promulgated by the Federal Reserve Board, and the deposit account is not intended by us or any of our subsidiaries to provide collateral to the depository institution;

•  liens securing hedging obligations that are secured by the same assets as secure such hedging obligations;

•  liens existing on the date of the indenture and liens to secure any refinancing indebtedness which is incurred to refinance any indebtedness which has been secured by a permitted lien so long as the new liens are no less favorable to the holders of the securities and are not more favorable to the lienholders with respect to the liens than the liens in respect of the indebtedness being refinanced, and do not extend to any property or assets other than the property or assets securing the indebtedness refinanced by the refinancing indebtedness;

•  liens in our or our subsidiaries’ favor;

•  liens in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal, or in respect of which we or one of our subsidiaries at the time in good faith are prosecuting an appeal or proceedings for review and in respect of which we and our subsidiaries have maintained reserves in a satisfactory amount;

•  encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title to real property, landlord’s or lessor’s liens under leases to which we or any subsidiary of us is a party, and other minor liens or encumbrances none of which in our opinion or in the opinion of our subsidiary interferes materially with the use of the property affected in the ordinary conduct of our business or the business of our subsidiary and which defects do not individually or in the aggregate have a material adverse effect on our business and the business of our subsidiaries on a consolidated basis;

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•  liens securing indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as the indebtedness is extinguished within five business days of incurrence;

•  liens securing indebtedness of us and our subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in any case incurred in connection with the disposition of any of our assets or those of any subsidiary of us (other than guarantees of indebtedness incurred by any person acquiring all or any portion of the assets for the purpose of financing the acquisition), in a principal amount not to exceed the gross proceeds actually received by us or any subsidiary of us in connection with the disposition;

•  rights of holders of notes or debentures issued by us or our subsidiaries in deposits placed in trust to legally or “in substance” defease such notes or debentures;

•  any lien deemed to be created in connection with the securitization of accounts, receivables, instruments, chattel paper or other rights to payment of us or our subsidiaries, to the extent the assets are transferred to a special purpose entity (which may be owned by us or a subsidiary of us but is not consolidated for accounting purposes with the transferor or owner), where the transfer is a “true sale” for accounting purposes, and the face principal amount of the assets at any time outstanding is not more than $350,000,000;

•  liens on the property of a person existing at the time the person is acquired by, merged into or consolidated with us or any of our subsidiaries, so long as the liens were not incurred in contemplation of the acquisition, merger or consolidation and do not extend to any assets other than those of the person acquired by, merged into or consolidated with us or our subsidiary;

•  liens securing indebtedness owed to the State of Ohio arising from borrowings under Ohio’s economic development program; and

•  liens securing indebtedness in an aggregate principal amount together with all liens securing other indebtedness of us and our subsidiaries outstanding on the date that the indebtedness is incurred (other than the liens described above) not exceeding 5% of our consolidated net assets.

For purposes of the lien limitation and sales of capital stock restrictions described below, a “subsidiary” is an entity of which at least a majority of the interests entitled to vote in the election of directors is owned by any combination of us and our subsidiaries

Limitation on Sale and Lease-Back Transactions. Neither we nor any or our subsidiaries may enter into any sale and lease-back transactions with respect to any assets (except for temporary leases, including renewals, of not more than one year) unless:

•  it relates to any real property that we owned on the date of the indenture; or

•  we would be permitted to secure indebtedness in an amount equal to the discounted value of the obligations for rental payments; or

•  the net proceeds of the sale of the assets to be leased are at least equal to the fair value of the property.

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Consolidation, Merger and Sale of Assets. We may not consolidate or merge with or into any person, or sell, or permit any of our subsidiaries to sell, all or substantially all of our and our subsidiaries’ properties and assets unless immediately after the transaction, no event of default occurs and continues, the conditions specified in the indenture are met, and either

•  we are the surviving or continuing corporation; or

•  the entity formed by the consolidation or into which we merge or the person which acquires us by purchasing our properties and assets is an entity organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and it expressly assumes, by supplemental indenture, the due and punctual payment of the principal of and interest on and any additional amounts with respect to all the securities and the performance and observance of every covenant in the indenture and the outstanding securities on the part of us to be performed or observed.

The 2009 Senior Notes mature on December 15, 2009.

For additional information, see “Material differences between the 2009 Senior Notes and the 2029 Debentures.”

$400 million five-year competitive advance and revolving credit facility

We are a party to a $400,000,000 Five-Year Competitive Advance and Revolving Credit Facility Agreement (the “Credit Agreement”). Upon the approval of the lender the aggregate principal amount available pursuant to the Credit Agreement may be increased by an aggregate principal amount not to exceed $100,000,000 on one occasion during the term of the Credit Agreement. As of August 26, 2009, the aggregate principal amount available under the Credit Agreement was $400,000,000, of which we have borrowed the entire amount.

At such times when there are funds available to borrow under the Credit Agreement, we have two borrowing options available under the Credit Agreement: (i) a competitive advance option which will be provided on an uncommitted competitive advance basis through an auction mechanism and (ii) a revolving credit option which will be provided on a committed basis. The maturity date of the Credit Agreement is October 20, 2011 except that, upon the satisfaction of certain conditions contained in the Credit Agreement, we may extend the maturity date by one year.

All of our obligations under the Credit Agreement are unconditionally guaranteed by each of the following subsidiaries: Convergys Information Management Group Inc., Convergys Customer Management Group Inc., Encore Receivable Management, Inc., Intervoice, Inc., and Convergys CMG Utah Inc.

Depending upon the type of borrowing, interest is calculated at (i) LIBOR plus a margin that ranges between 0.180% and 0.675% based upon the index debt rating (as defined in the Credit Agreement), and (ii) the greater of Prime Rate (the prime rate of JPMorgan Chase Bank, N.A.) and the Federal Funds Effective plus 0.5% for borrowings under the revolving option of the Credit Agreement and (x) LIBOR plus the margin rate of interest to be added or subtracted as specified by the Lender making such Loan in its related Competitive Bid and (y) the fixed rate of interest specified by the Lender making such Competitive Loan in its related Competitive Bid. As of June 30, 2009, interest on the aggregate principal amount of borrowings outstanding under the Credit Agreement bore a weighted average interest rate of 3.25%.

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The Credit Agreement contains customary affirmative and negative covenants, including the following restrictions on our ability to:

•  incur additional debt or issue guarantees;

•  create liens;

•  enter into sale and lease-back transactions (as defined in the Credit Agreement);

•  merger or consolidate with another person;

•  enter into transactions with affiliates;

•  enter into restrictive agreements; and

•  enter into hedge agreements.

The Credit Agreement also requires us to maintain an interest coverage ratio of 4.0 to 1.0 and a consolidated total debt to consolidated EBITDA ratio of 3.25 to 1.0.

The Credit Agreement contains customary events default, including the failure to principal or interest when due, breach of a representation or warranty, breach of a covenant, ERISA default, judgment default, cross default to certain other indebtedness and insolvency.

Other debt

Accounts Receivable Facility

During the second quarter of 2009, we entered into a new $125 million asset securitization facility collateralized by accounts receivables of certain of our subsidiaries, of which $50 million expires in June 2010 and $75 million expires in June 2012, provided however, that the receivables facility may terminate prior to such date upon the occurrence of certain events. Under the receivables facility, we and our subsidiary, Convergys Customer Management Group Inc. sell, on a continuous basis, certain accounts receivables to Convergys Funding Inc., a wholly-owned special purpose entity of Convergys. Convergys Funding Inc. sells, without recourse, a senior undivided interest in the receivables to third-party conduits and financial institutions for cash while maintaining a subordinated undivided interest in the receivables. Convergys has agreed to continue servicing the sold receivables for the third-party conduits and the financial institutions at market rates. The receivable facility includes customary events of default, including, among others, the failure to make a payment or deposit when due, breach of representations or warranties, breach of a covenant, ERISA default, judgment default, cross default to certain other indebtedness, insolvency and change in control. All obligations of Convergys Customer Management Group Inc. and Convergys Funding Inc. are unconditionally guaranteed by Convergys.

Synthetic Lease

We lease certain equipment and facilities used in our operations under operating leases. This includes our office complex in Orlando, Florida, which is leased from Wachovia Development Corporation, a wholly-owned subsidiary of Wells Fargo & Company, under an agreement that expires in June 2010. We have granted to Wachovia Development Corporation a security interest in and lien on all of our rights, title and interest in the property covered by the lease. Upon termination or expiration of the lease, we must either purchase the property from Wachovia

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Development Corporation for $65.0 million, or arrange to have the office complex sold to a third party. If the office complex is sold to a third party for an amount less than the $65.0 million, the amount paid by Wachovia Development Corporation for the purchase of the complex from an unrelated third party, we have agreed under a residual value guarantee to pay Wachovia Development Corporation up to $55.0 million. If the office complex is sold to a third party for an amount in excess of $65.0 million, we are entitled to collect the excess. As of June 30, 2009, we have recognized a liability of approximately $12.0 million for the related residual value guarantee. The value of the guarantee was determined by computing the estimated present value of probability-weighted cash flows that might be expended under the guarantee. We recorded a liability for the fair value of the obligation with a corresponding asset recorded as prepaid rent, which is being amortized to rental expense over the lease term. The liability will remain on the balance sheet until the end of the lease term. Under the terms of the lease, we will also provide certain indemnities to Wachovia Development Corporation including environmental indemnities. Due to the nature of the potential obligations, it is not possible to estimate the maximum amount of such exposure or the fair value. We currently do not expect such amounts, if any, to be material.

Other debt of approximately $15 million as of June 30, 2009 consisted of capital leases, other bond obligations and miscellaneous domestic and international borrowings.

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Description of the 2029 Debentures

We will issue the 2029 Debentures under an indenture between us and U.S. Bank National Association. The terms of the 2029 Debentures include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

You may request a copy of the indenture from us as described under “Where you can find more information.”

The following description is a summary of the material provisions of the 2029 Debentures and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the 2029 Debentures and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the 2029 Debentures.

For purposes of this description, references to “we,” “our” and “us” refer only to Convergys Corporation and not to its subsidiaries.

General

The 2029 Debentures:

•  will be our general unsecured junior subordinated obligations;

•  will initially be limited to an aggregate principal amount of $125,000,000;

•  will bear cash interest from October   , 2009 at an annual rate of 5.75% payable on March 15 and September 15 of each year, beginning on March 15, 2010;

•  beginning with the semiannual interest period commencing on September 15, 2019, may bear contingent interest at the rate and under the circumstances described under “—Contingent interest”;

•  will be subject to redemption at our option, in whole or in part, on or after September 15, 2019 at a redemption price equal to 100% of the principal amount of the 2029 Debentures to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (except as otherwise provided herein), if the last reported sale price of our common shares has been at least 150% of the applicable conversion price for at least 20 trading days during any 30 consecutive trading day period prior to the date on which we provide notice of redemption;

•  will also be subject to redemption at our option, in whole or in part, for cash on or prior to September 15, 2010 if certain U.S. federal tax legislation, regulations or rules are enacted or are issued, at a redemption price of 101.5% of the principal amount of the 2029 Debentures being redeemed plus (i) accrued and unpaid interest, if any, to, but excluding, the redemption date (except as otherwise provided herein) and (ii) if the current conversion value (as defined below under “—Optional redemption”) of the 2029 Debentures being redeemed exceeds their initial conversion value (as defined below under “—Optional redemption”), 95% of the amount determined by subtracting the initial conversion value of such 2029 Debentures from their current conversion value;

•  will be subject to repurchase by us at the option of the holders following a fundamental change (as defined below under “—Fundamental change permits holders to require us to

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repurchase 2029 Debentures”), at a price equal to 100% of the principal amount of the 2029 Debentures to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (except as otherwise provided herein);

•  will mature on September 15, 2029 unless earlier converted, redeemed or repurchased;

•  will be issued in denominations of $1,000 and integral multiples of $1,000;

•  will be subordinated in right of payment to our existing and future senior debt (as defined below under “—Subordination”) and structurally subordinated to all existing and future indebtedness (including trade payables) incurred by our subsidiaries; and

•  will be represented by one or more registered 2029 Debentures in global form, but in certain limited circumstances may be represented by 2029 Debentures in definitive form. See “Book-entry, settlement and clearance.”

Subject to satisfaction of certain conditions and during the periods described below, the 2029 Debentures may be converted at an initial conversion rate that will be specified in the indenture, and will equal $1,000, divided by the initial conversion price of $11.93. The initial conversion price will be equal to the greater of (i) 125% of the average VWAP (as defined under “—Conversion rights—General”), rounded to four decimal places, and (ii) the Minimum Conversion Price. We will announce the definitive initial conversion price and initial conversion rate with respect to the 2029 Debentures by press release no later than 9:00 a.m., New York City time, on the business day immediately preceding the Expiration Date, and the definitive initial conversion price and initial conversion rate will also be available by that time at http://           and from the Information Agent at one of its numbers listed on the back cover of this prospectus. The conversion rate is subject to adjustment if certain events occur.

Upon conversion of a 2029 Debenture, we will pay cash and deliver our common shares, if any (subject to our right to pay cash in respect of all or a portion of such shares), based upon a daily conversion value calculated on a proportionate basis for each trading day in the applicable 20 trading day observation period as described below under “—Conversion rights—Settlement upon conversion.” You will not receive any separate cash payment for interest, if any, accrued and unpaid to the conversion date except under the limited circumstances described below.

The indenture does not limit the amount of debt that may be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental change permits holders to require us to repurchase 2029 Debentures” and “—Consolidation, merger and sale of assets” below and except for the provisions set forth under “—Conversion rights—Adjustment to shares delivered upon conversion upon a make-whole fundamental change,” the indenture does not contain any covenants or other provisions designed to afford holders of the 2029 Debentures protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders.

We may, without the consent of the holders, issue additional 2029 Debentures under the indenture with the same terms and with the same CUSIP numbers as the 2029 Debentures offered hereby in an unlimited aggregate principal amount; provided that such additional 2029 Debentures must be part of the same issue as the 2029 Debentures offered hereby for federal income tax purposes. We may also from time to time repurchase 2029 Debentures in open market

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purchases or negotiated transactions without giving prior notice to holders. Any 2029 Debentures repurchased by us will be retired and no longer outstanding under the indenture.

We do not intend to list the 2029 Debentures on any national securities exchange or interdealer quotation system.

Payments on the 2029 Debentures; paying agent and registrar; transfer and exchange

We will pay the principal of and interest on 2029 Debentures in global form registered in the name of or held by DTC or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global 2029 Debenture.

We will pay the principal of any certificated 2029 Debentures at the office or agency designated by us for that purpose. We have initially designated the trustee as our paying agent and registrar and its agency in New York, New York as a place where 2029 Debentures may be presented for payment or for registration of transfer. We may, however, change the paying agent or registrar without prior notice to the holders of the 2029 Debentures, and we or any of our subsidiaries may act as paying agent or registrar. Interest on certificated 2029 Debentures will be payable (i) to holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the holders of these 2029 Debentures and (ii) to holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each holder or, upon application by a holder to the registrar not later than the relevant record date, by wire transfer in immediately available funds to that holder’s account within the United States, which application shall remain in effect until the holder notifies, in writing, the registrar to the contrary.

A holder of 2029 Debentures may transfer or exchange 2029 Debentures at the office of the registrar in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by us, the trustee or the registrar for any registration of transfer or exchange of 2029 Debentures, but we may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the indenture. We are not required to transfer or exchange any 2029 Debenture selected for redemption or surrendered for conversion or required repurchase. In addition, we are not required to register the transfer of or exchange any 2029 Debentures during a period beginning at the open of business 15 days before the mailing of a notice of redemption of 2029 Debentures and ending at the close of business on the date on which the relevant notice of redemption is mailed.

The registered holder of a 2029 Debenture will be treated as the owner of it for all purposes.

Interest

The 2029 Debentures will bear cash interest at a rate of 5.75% per year until maturity. Interest on the 2029 Debentures will accrue from October   , 2009 or from the most recent date on which interest has been paid or duly provided for. We will also pay contingent interest (as defined below) on the 2029 Debentures at the rate and under the circumstances described under “—Contingent interest.” Interest will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2010.

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Interest will be paid to the person in whose name a 2029 Debenture is registered at the close of business on March 1 or September 1, as the case may be, immediately preceding the relevant interest payment date (each such date, a “record date”). Interest on the 2029 Debentures will be computed on the basis of a 360-day year composed of twelve 30-day months.

If any interest payment date, the maturity date or any earlier required repurchase date upon a fundamental change of a 2029 Debenture falls on a day that is not a business day, the required payment will be made on the next succeeding business day and no interest on such payment will accrue in respect of the delay. The term “business day” means, with respect to any 2029 Debenture, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

All references to interest in this “Description of the 2029 Debentures” section include (i) contingent interest, if any, payable as described under “—Contingent interest” and (ii) additional interest, if any, payable at our election as the sole remedy relating to the failure to comply with our reporting obligations as described under “—Events of default.”

Contingent interest

Subject to the accrual, record date and payment provisions described above, beginning with the semiannual interest period commencing on September 15, 2019, contingent interest (“contingent interest”) will accrue during any semiannual interest period where the average trading price of the 2029 Debentures (as determined below) for the 10 trading days immediately preceding the first day of such semiannual period is greater than or equal to $1,500 per $1,000 principal amount of 2029 Debentures, in which case such contingent interest will be payable at a rate per annum equal to 0.75% of such average trading price.

We will notify the trustee upon a determination that contingent interest on the 2029 Debentures will accrue during a relevant semiannual period.

For each semiannual interest period commencing on or after September 15, 2019, the bid solicitation agent will determine the average trading price of the 2029 Debentures for the 10 trading days immediately preceding the first day of such semiannual period. For purposes of determining whether contingent interest is payable in respect of the 2029 Debentures, the “trading price” of the 2029 Debentures on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of 2029 Debentures obtained by the trustee for $5,000,000 principal amount of 2029 Debentures at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided that if at least three such bids cannot reasonably be obtained by the bid solicitation agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the bid solicitation agent, that one bid shall be used. We will provide prompt written notice to the bid solicitation agent identifying the three independent nationally recognized securities dealers selected by us. If the bid solicitation agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of 2029 Debentures from an independent nationally recognized securities dealer selected by us and identified in writing to the bid solicitation agent or, in the reasonable judgment of our board of directors (or any duly authorized committee thereof), the bid quotations are not indicative of the secondary market value of the 2029 Debentures, then the trading price per $1,000 principal amount of 2029 Debentures will be determined by our board of directors (or any duly authorized committee thereof) based on a good faith estimate

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of the fair value of the 2029 Debentures. The trustee will initially act as the bid solicitation agent and shall be entitled to all of the rights of the trustee set forth in the indenture in connection with any such determination, and any such determination shall be conclusive absent manifest error.

Subordination

The payment of the principal of, interest on and any cash upon conversion of the 2029 Debentures, including amounts payable on any redemption or required repurchase, will be subordinated to the prior payment in full of all of our senior debt. The 2029 Debentures are also effectively subordinated to any debt or other liabilities of our subsidiaries.

As of June 30, 2009, our total consolidated indebtedness was approximately $608 million, of which an aggregate of approximately $599 million was our senior debt and approximately $9 million of which was indebtedness of our subsidiaries guaranteed by us. We had no secured indebtedness as of June 30, 2009. After giving effect to the Exchange Offer and assuming the exchange of the maximum aggregate principal amount of the 2009 Senior Notes pursuant to the Exchange Offer that would result in us issuing $125 million aggregate principal amount of the 2029 Debentures, our total consolidated indebtedness would have been approximately $610 million.

“Senior debt” is defined in the indenture to mean the principal of (and premium, if any) and interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on, and all fees and other amounts payable in connection with, the following, whether absolute or contingent, secured or unsecured, due or to become due, outstanding on the date of the indenture or thereafter created, incurred or assumed:

•  our indebtedness evidenced by a credit or loan agreement, note, bond, debenture or other written obligation;

•  all of our obligations for money borrowed;

•  all of our obligations evidenced by a note or similar instrument;

•  our obligations (i) as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles or (ii) as lessee under other leases for facilities, capital equipment or related assets, whether or not capitalized, entered into or leased for financing purposes;

•  all of our obligations under interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts or similar agreements or arrangements;

•  all of our obligations with respect to letters of credit, bankers’ acceptances and similar facilities (including reimbursement obligations with respect to the foregoing);

•  all of our obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business);

•  all obligations of the type referred to in the above clauses of another person and all dividends of another person, the payment of which, in either case, we have assumed or guaranteed, or

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for which we are responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on our property; and

•  renewals, extensions, modifications, replacements, restatements and refundings of, or any indebtedness or obligation issued in exchange for, any such indebtedness or obligation described in the above clauses of this definition.

Senior debt will not include (i) the 2029 Debentures, (ii) any other indebtedness or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide that it is not senior in right of payment to the 2029 Debentures, (iii) any indebtedness or obligation of ours to any of our subsidiaries or (iv) trade payables.

We may not make any payment in respect of the principal of or interest on the 2029 Debentures, or redeem or repurchase the 2029 Debentures under the applicable provisions of the indenture, if either of the following occurs:

•  we default in our obligations to pay principal, premium, interest or other amounts on our senior debt, including a default under any redemption or purchase obligation, and the default continues beyond any grace period that we may have to make those payments (a “payment default”); or

•  any other default occurs and is continuing on any designated senior debt (a “nonpayment default”) and (i) the default permits the holders of the designated senior debt to accelerate its maturity and (ii) the trustee has received a notice (a “payment blockage notice”) of the default from us, the holder of such debt or such other person permitted to give such notice under the indenture.

If payments on the 2029 Debentures have been blocked by a payment default on senior debt, payments on the 2029 Debentures may resume when the payment default has been cured or waived or ceases to exist. If payments on the 2029 Debentures have been blocked by a nonpayment default of designated senior debt, payments on the 2029 Debentures may resume on the earlier of (i) the date the nonpayment default is cured or waived or ceases to exist and (ii) 179 days after the payment blockage notice is received.

No nonpayment default that existed on the day a payment blockage notice was delivered to the trustee can be used as the basis for any subsequent payment blockage notice. In addition, once a holder of designated senior debt has blocked payment on the 2029 Debentures by giving a payment blockage notice, no new period of payment blockage can be commenced pursuant to a subsequent payment blockage notice until both of the following are satisfied:

•  365 days have elapsed since the effectiveness of the immediately prior payment blockage notice; and

•  all scheduled payments of principal of and interest on the 2029 Debentures that have come due have been paid in full in cash.

“Designated senior debt” means our obligations under any particular senior debt in which the instrument creating or evidencing the same or the assumption or guarantee thereof (or related agreements or documents to which we are a party) expressly provides that such indebtedness shall be “designated senior debt” for purposes of the indenture. The instrument, agreement or other document evidencing any designated senior debt may place limitations and conditions on the right of such senior debt to exercise the rights of designated senior debt.

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Upon any acceleration of the principal due on the 2029 Debentures as a result of an event of default or payment or distribution of our assets to creditors upon any dissolution, winding up, liquidation or reorganization, whether voluntary or involuntary, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings, all principal, premium, if any, interest and other amounts due on all senior debt must be paid in full before you are entitled to receive any payment. By reason of such subordination, in the event of insolvency, our creditors who are holders of senior debt are likely to recover more, ratably, than you are, and you will likely experience a reduction or elimination of payments on the 2029 Debentures.

In addition to the contractual subordination provisions described above, the 2029 Debentures will also be “structurally subordinated” to all indebtedness and other liabilities, including trade payables and lease obligations, of our subsidiaries. This structural subordination occurs because any right of ours to receive any assets of our subsidiaries upon their liquidation or reorganization, and the right of the holders of the 2029 Debentures to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors, except to the extent that we are recognized as a creditor of such subsidiary, in which case our claims would still be subordinate to any security interest in the assets of the subsidiary and any indebtedness of the subsidiary senior to that held by us. The ability of our subsidiaries to pay dividends and make other payments to us is also restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries are or may become a party.

The indenture does not limit our ability to incur senior debt or secured debt or our ability or the ability of our subsidiaries to incur any other indebtedness or liabilities. We may not be able to comply with the provision of the 2029 Debentures that provides that upon a fundamental change each holder may require us to repurchase all or a portion of the 2029 Debentures. In addition, we advise you that there may not be sufficient assets remaining to pay amounts due on the 2029 Debentures then outstanding in the event of our bankruptcy, liquidation, reorganization or other winding up.

Optional redemption

No sinking fund is provided for the 2029 Debentures. Except as described below in connection with a tax triggering event, prior to September 15, 2019 the 2029 Debentures will not be redeemable. On or after September 15, 2019, we may redeem for cash all or a portion of the 2029 Debentures, if the last reported sale price of our common shares has been at least 150% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period immediately preceding the date on which on we provide notice of redemption. The redemption price will equal 100% of the principal amount of the 2029 Debentures being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (unless the redemption date falls after a record date but on or prior to the immediately succeeding interest payment date, in which case we will instead pay the full amount of accrued and unpaid interest to the holder of record as of the close of business on such record date and the redemption price will be equal to 100% of the principal amount of the 2029 Debentures being redeemed). The redemption date must be a business day.

On or prior to September 15, 2010, we may redeem the 2029 Debentures in whole or in part for cash if a tax triggering event (as defined below) has occurred. The redemption price for any such redemption will be equal to 101.5% of the principal amount of the 2029 Debentures being

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redeemed plus (i) accrued and unpaid interest to, but excluding, the redemption date (unless the redemption date falls after a record date but on or prior to the immediately succeeding interest payment date, in which case we will instead pay the full amount of accrued and unpaid interest to the holder of record as of the close of business on such record date and the redemption price will not include any accrued and unpaid interest) and (ii) if the current conversion value of the 2029 Debentures being redeemed exceeds their initial conversion value, 95% of the amount determined by subtracting the initial conversion value (as defined below) of such 2029 Debentures from their current conversion value (as defined below).

We will give notice of any redemption not less than 40 nor more than 60 days before the redemption date by mail to the trustee, the paying agent and each holder of the 2029 Debentures.

We may not redeem any 2029 Debentures unless all accrued and unpaid interest thereon, if any, has been or is simultaneously paid for all semiannual periods or portions thereof terminating prior to the redemption date.

If we decide to redeem fewer than all of the outstanding 2029 Debentures, the trustee will select the 2029 Debentures to be redeemed (in principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the trustee considers fair and appropriate.

If the trustee selects a portion of your 2029 Debentures for partial redemption and you convert a portion of your 2029 Debentures, the converted portion will be deemed to be from the portion selected for redemption.

In the event of any redemption in part, we will not be required to (i) register the transfer of or exchange any 2029 Debentures during a period beginning at the open of business 15 days before the mailing of a notice of redemption of 2029 Debentures and ending at the close of business on the date on which the relevant notice of redemption is mailed or (ii) register the transfer of or exchange any 2029 Debenture so selected for redemption, in whole or in part, except the unredeemed portion of any 2029 Debenture being redeemed in part.

No 2029 Debentures may be redeemed if the principal amount of the 2029 Debentures has been accelerated, and such acceleration has not been rescinded, on or prior to the redemption date (except in the case of an acceleration resulting from a default by us in the payment of the redemption price with respect to such 2029 Debentures).

“Tax triggering event” means the enactment of U.S. federal legislation, promulgation of Treasury regulations, issuance of a published ruling, notice, announcement or equivalent form of guidance by the Treasury or the Internal Revenue Service, or the issuance of a judicial decision if we determine, or receive an opinion of its advisors to the effect that, any such authority will have the effect of lowering the comparable yield or delaying or otherwise limiting the current deductibility of interest or original issue discount with respect to the 2029 Debentures; provided that we determine that such reduction, delay, or limitation is material.

“Current conversion value” means the product of (i) the conversion rate in effect on the redemption date and (ii) the average of the daily VWAP (as defined above under “Conversion rights—Settlement upon conversion”) of our common shares for the five consecutive trading days ending on the trading day immediately preceding the redemption date.

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“Initial conversion value” means the product of (i) the initial conversion rate, prior to any adjustment as described under “Conversion rights—Conversion rate adjustments” and (ii) 100% of the average VWAP.

Conversion rights

General

Prior to the close of business on the business day immediately preceding September 15, 2028, the 2029 Debentures will be convertible only upon satisfaction of one or more of the conditions described under the headings “—Conversion upon satisfaction of sale price condition,” “—Conversion upon redemption,” “—Conversion upon satisfaction of trading price condition,” and “—Conversion upon specified corporate transactions.” On or after September 15, 2028, holders may convert each of their 2029 Debentures at the applicable conversion rate at any time prior to the close of business on the business day immediately preceding the maturity date irrespective of the foregoing conditions.

Notwithstanding the foregoing, on any date on or prior to the cut-off date (as defined below), if the aggregate principal amount of 2029 Debentures that has been converted prior to such date is equal to or greater than $25,000,000, we will not be required to accept 2029 Debentures surrendered for conversion, and a holder will not be permitted to convert its 2029 Debentures.

The “cut-off” date will be the earlier of October 20, 2011 and the date on which our existing Five-Year Competitive Advance and Revolving Credit Facility Agreement dated October 20, 2006, as amended on August 11, 2008 is terminated.

The initial conversion rate of the 2029 Debentures will be specified in the indenture, and will equal $1,000, divided by the initial conversion price. The initial conversion price will be a price specified in the indenture equal to the greater of (i) 125% of the average VWAP, rounded to four decimal places, and (ii) the Minimum Conversion Price of $11.93. If the initial conversion price is set at the Minimum Conversion Price because the average VWAP otherwise would have resulted in an initial conversion price of less than the Minimum Conversion Price, you will receive 2029 Debentures with a conversion ratio of less than $1,000 divided by 125% of the average VWAP. The “average VWAP” means the arithmetic average of the daily VWAP (as defined under “—Settlement upon conversion”) for each trading day during the three trading day period ending on, and including, the second business day prior to the Expiration Date, rounded to four decimal places.

Throughout the Exchange Offer, holders of the 2009 Senior Notes can obtain the indicative average VWAP and the resulting indicative initial conversion price and initial conversion rate with respect to the 2029 Debentures at http://www.dfking.com/convergys and from the Information Agent at one of its numbers listed on the back cover of this prospectus. We will announce the definitive initial conversion price and initial conversion rate with respect to the 2029 Debentures by press release no later than 9:00 a.m., New York City time, on the business day immediately preceding the Expiration Date, and the definitive initial conversion price and initial conversion rate will also be available by that time at http://www.dfking.com/convergys and from the Information Agent at one of its numbers listed on the back cover of this prospectus.

Upon conversion of a 2029 Debenture, we will pay cash and deliver our common shares, if any (subject to our right to pay cash in respect of all or a portion of such shares), based on a daily conversion value (as defined below) calculated on a proportionate basis for each trading day in

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a 20 trading day observation period (as defined below under “—Settlement upon conversion”). The trustee will initially act as the conversion agent.

The conversion rate and the equivalent conversion price in effect at any given time are referred to as the “applicable conversion rate” and the “applicable conversion price,” respectively, and will be subject to adjustment as described below. A holder may convert fewer than all of such holder’s 2029 Debentures so long as the 2029 Debentures converted are an integral multiple of $1,000 principal amount.

If we call 2029 Debentures for redemption, a holder may convert its 2029 Debentures only until the close of business on the business day immediately preceding the redemption date (unless we default in the payment of the redemption price, in which case a holder may convert such 2029 Debentures called for redemption until such redemption price is paid).

If a holder of 2029 Debentures has submitted 2029 Debentures for repurchase upon a fundamental change, the holder may convert those 2029 Debentures only if that holder first withdraws its repurchase election.

Upon conversion, you will not receive any separate cash payment for accrued and unpaid interest, if any, except as described below. We will not issue fractional common shares upon conversion of 2029 Debentures. Instead, we will pay cash in lieu of any fractional share as described under “—Settlement upon conversion.” Our payment or delivery, as the case may be, to you of the cash and full number of common shares (subject to our right to pay cash in respect of all or a portion of such shares), if any, together with any cash payment for any fractional share, into which a 2029 Debenture is convertible, will be deemed to satisfy in full our obligation to pay:

•  the principal amount of the 2029 Debenture; and

•  accrued and unpaid interest, if any, to, but not including, the conversion date.

As a result, accrued and unpaid interest, if any, to, but not including, the conversion date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of 2029 Debentures, to the extent our conversion obligation includes any of our common shares, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion.

Notwithstanding the preceding paragraph, if 2029 Debentures are converted after 5:00 p.m., New York City time, on a record date for the payment of interest but prior to 9:00 a.m., New York City time, on the immediately following interest payment date, holders of such 2029 Debentures at 5:00 p.m., New York City time, on such record date will receive the interest payable on such 2029 Debentures on the corresponding interest payment date notwithstanding the conversion. Debentures surrendered for conversion during the period from 5:00 p.m., New York City time, on any record date to 9:00 a.m., New York City time, on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the 2029 Debentures so converted; provided that no such payment need be made:

•  for conversions following the record date immediately preceding the maturity date;

•  if we have specified a redemption date that is after a record date and on or prior to the business day immediately following the corresponding interest payment date;

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•  if we have specified a fundamental change repurchase date that is after a record date and on or prior to the business day immediately following the corresponding interest payment date; or

•  to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such 2029 Debenture.

If a holder converts 2029 Debentures, we will pay any documentary, stamp or similar issue or transfer tax due on the issue of any common shares upon the conversion, unless the tax is due because the holder requests any shares to be issued in a name other than the holder’s name or because, solely as a result of the actions of the holder, the tax is imposed by any taxing authority outside the United States, in which either such case the holder will pay that tax.

Holders may surrender their 2029 Debentures for conversion under the following circumstances:

Conversion upon satisfaction of sale price condition

Subject to the second paragraph above under “—Conversion rights—General,” prior to the close of business on the business day immediately preceding September 15, 2028, a holder may surrender all or a portion of its 2029 Debentures for conversion during any calendar quarter commencing after December 31, 2009 (and only during such calendar quarter), if the last reported sale price of the common shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day.

The “last reported sale price” of our common shares on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which our common shares are traded. If our common shares are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” will be the last quoted bid price for our common shares in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or a similar organization. If our common shares are not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our common shares on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.

“Trading day” means a day on which (i) trading in our common shares generally occurs on The New York Stock Exchange or, if our common shares are not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which our common shares are then listed or, if our common shares are not then listed on a United States national or regional securities exchange, on the principal other market on which our common shares are then traded, (ii) a last reported sale price for our common shares is available on such securities exchange or market and (iii) there is no market disruption event (as defined under “—Settlement upon conversion”). If our common shares (or other security for which a closing sale price must be determined) are not so listed or traded, “trading day” means a “business day.”

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Conversion upon satisfaction of trading price condition

Subject to the second paragraph above under “—Conversion rights—General,” prior to the close of business on the business day immediately preceding September 15, 2028, a holder of 2029 Debentures may surrender its 2029 Debentures for conversion during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of 2029 Debentures, as determined following a request by a holder of 2029 Debentures in accordance with the procedures described below, for each day of that period was less than 98% of the product of the last reported sale price of our common shares and the applicable conversion rate.

For purposes of determining whether the 2029 Debentures are convertible pursuant to the trading price condition, the “trading price” of the 2029 Debentures on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of 2029 Debentures obtained by the bid solicitation agent for $5,000,000 principal amount of 2029 Debentures at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided that if three such bids cannot reasonably be obtained by the bid solicitation agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the bid solicitation agent, that one bid shall be used. We will provide prompt written notice to the bid solicitation agent identifying the three independent nationally recognized securities dealers selected by us. If the bid solicitation agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of 2029 Debentures from an independent nationally recognized securities dealer, then the trading price per $1,000 principal amount of 2029 Debentures will be deemed to be less than 98% of the product of the last reported sale price of our common shares and the applicable conversion rate. If we do not so instruct the bid solicitation agent to obtain bids when required, the trading price per $1,000 principal amount of the 2029 Debentures will be deemed to be less than 98% of the product of the last reported sale price of our common shares and the applicable conversion rate on each day we fail to do so.

The bid solicitation agent shall have no obligation to determine the trading price of the 2029 Debentures unless we have requested such determination; and we shall have no obligation to make such request unless a holder of a 2029 Debenture provides us with reasonable evidence that the trading price per $1,000 principal amount of 2029 Debentures would be less than 98% of the product of the last reported sale price of our common shares and the applicable conversion rate. At such time, we shall instruct the bid solicitation agent to determine the trading price of the 2029 Debentures beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of 2029 Debentures is greater than or equal to 98% of the product of the last reported sale price of our common shares and applicable conversion rate. If the trading price condition has been met, we will so notify the holders and the trustee. If, at any time after the trading price condition has been met, the trading price per $1,000 principal amount of 2029 Debentures is greater than 98% of the product of the last reported sale price of our common shares and the conversion rate for such date, we will so notify the holders and the trustee.

Conversion upon notice of redemption

If we call any or all of the 2029 Debentures for redemption, subject to the second paragraph above under “—Conversion rights—General,” holders may convert 2029 Debentures that have

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been so called for redemption at any time prior to the close of business on the business day immediately preceding the redemption date, even if the 2029 Debentures are not otherwise convertible at such time, after which time the holder’s right to convert will expire (unless we default in the payment of the redemption price, in which case a holder of 2029 Debentures may convert such 2029 Debentures until the redemption price has been paid or duly provided for).

Conversion upon specified corporate events

Certain distributions

If we elect to:

•  issue to all or substantially all holders of our common shares rights, options or warrants entitling them for a period of not more than 60 calendar days after the announcement date of such issuance to subscribe for or purchase our common shares, at a price per share less than the average of the last reported sale prices of our common shares for the 10 consecutive trading day period ending on the trading day immediately preceding the date of announcement of such issuance; or

•  distribute to all or substantially all holders of our common shares our assets, debt securities or rights to purchase our securities, which distribution has a per share value, as reasonably determined by our board of directors (or any duly authorized committee thereof), exceeding 10% of the last reported sale price of our common shares on the trading day immediately preceding the date of announcement for such distribution,

then, in either case, we must notify the holders of the 2029 Debentures at least 30 scheduled trading days prior to the ex-dividend date for such issuance or distribution. Once we have given such notice, subject to the second paragraph above under “—Conversion rights—General,” holders may surrender their 2029 Debentures for conversion at any time until the earlier of 5:00 p.m., New York City time, on the business day immediately preceding the ex-dividend date and our announcement that such issuance or distribution will not take place, even if the 2029 Debentures are not otherwise convertible at such time.

Certain corporate events

If (i) a transaction or event that constitutes a “fundamental change” (as defined under “—Fundamental change permits holders to require us to repurchase 2029 Debentures”) or a “make-whole fundamental change” (as defined under “—Adjustment to shares delivered upon conversion upon a make-whole fundamental change”) occurs, regardless of whether a holder has the right to require us to repurchase the 2029 Debentures as described under “—Fundamental change permits holders to require us to repurchase 2029 Debentures,” (ii) if we are a party to a consolidation, merger or binding share exchange pursuant to which our common shares would be converted into cash, securities or other assets or (iii) if we transfer or lease all or substantially all of our assets in a transaction pursuant to which our common shares would be converted into cash, securities or other assets, then, in any such case, subject to the second paragraph above under “—Conversion rights—General,” the 2029 Debentures may be surrendered for conversion at any time from or after the date which is 30 scheduled trading days prior to the anticipated effective date of the transaction (or, if later, the business day after we give notice of such transaction) until 35 trading days after the actual effective date of such transaction or, if such transaction also constitutes a fundamental change, until the related fundamental change repurchase date. In addition, if a transaction or event that constitutes a

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“make-whole fundamental change” occurs on or prior to the cut-off date, the 2029 Debentures may also be surrendered for conversion at any time from, and including, the cut-off date, to, and including, the thirtieth calendar day immediately following the cut-off date. We will notify holders and the trustee (i) as promptly as practicable following the date we publicly announce such transaction but in no event less than 30 scheduled trading days prior to the anticipated effective date of such transaction; or (ii) if we do not have knowledge of such transaction at least 30 scheduled trading days prior to the anticipated effective date of such transaction, within three business days of the date upon which we receive notice, or otherwise become aware, of such transaction, but in no event later than the actual effective date of such transaction.

Conversions on or after September 15, 2028

On or after September 15, 2028, a holder may convert any of its 2029 Debentures at any time prior to the close of business on the business day immediately preceding the maturity date regardless of the foregoing conditions.

Conversion procedures

If you hold a beneficial interest in a global 2029 Debenture, to convert you must comply with DTC’s procedures for converting a beneficial interest in a global 2029 Debenture and, if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled and, if required, pay all taxes or duties, if any.

If you hold a certificated 2029 Debenture, to convert you must:

•  complete and manually sign the conversion notice on the back of the 2029 Debenture, or a facsimile of the conversion notice;

•  deliver the conversion notice, which is irrevocable, and the 2029 Debenture to the conversion agent;

•  if required, furnish appropriate endorsements and transfer documents;

•  if required, pay all transfer or similar taxes; and

•  if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled.

We refer to the date you comply with the relevant procedures for conversion described above as the “conversion date.”

Notwithstanding the foregoing, on any date on or prior to the cut-off date, if the aggregate principal amount of 2029 Debentures that has been converted prior to such date is equal to or greater than $25,000,000, we will not be required to accept 2029 Debentures surrendered for conversion, and a holder will not be permitted to convert its 2029 Debentures. If, as a result of one or more conversions on a single conversion date prior to the cut-off date, the aggregate principal amount of 2029 Debentures that a converting holder or holders have surrendered for conversion on such conversion date, when added to the aggregate principal amount of 2029 Debentures converted prior to such conversion date, would exceed $25,000,000, each such holder(s) will be subject to proration with respect to its conversion and may not be able to convert all its 2029 Debentures. In addition, if exact proration would lead to conversions in

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excess of this limitation (or conversion of a principal amount of 2029 Debentures that is not an integral multiple of $1,000), the conversion agent will select the 2029 Debentures to be converted (in principal amounts of $1,000 or integral multiples thereof) by lot or by another method that the conversion agent considers fair and appropriate.

If a holder has already delivered a repurchase notice as described under “—Fundamental change permits holders to require us to repurchase 2029 Debentures” with respect to a 2029 Debenture, the holder may not surrender that 2029 Debenture for conversion until the holder has withdrawn the notice in accordance with the indenture.

Settlement upon conversion

Upon conversion, we will (i) pay cash up to $1,000 principal amount in respect of each $1,000 principal amount of 2029 Debentures being converted and (ii) to the extent the sum of the daily conversion values (calculated as described below) exceeds such principal amount, pay or deliver, as the case may be, cash, our common shares or a combination thereof (at our election) in respect of the excess, by delivering to holders in respect of each $1,000 principal amount of 2029 Debentures being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 20 trading days during the observation period. If the sum of the daily conversion values for each of the 20 trading days in the applicable observation period is less than $1,000 principal amount, you will receive less than $1,000 principal amount in respect of each $1,000 principal amount of 2029 Debentures converted.

We may specify in respect of any conversion a percentage of the daily share amount that will be settled in cash (the “cash percentage”) and we will notify you of such cash percentage (the “cash percentage notice”) no later than the second business day immediately following the related conversion date (or in the case of any conversions occurring on or after (i) the date of issuance of a notice of redemption as described under “— Optional redemption” and prior to the related redemption date, in such notice of redemption or (ii) September 15, 2028, no later than September 15, 2028). We may only specify one cash percentage (if any) in respect of each observation period. If we timely specify a cash percentage, the amount of cash that we will pay in lieu of all or the applicable portion of the daily share amount in respect of each trading day in the applicable observation period will equal the product of (i) the cash percentage, (ii) the daily share amount for such trading day (assuming we had not specified a cash percentage) and (iii) the daily VWAP for such trading day. The number of common shares deliverable in respect of each trading day in the applicable observation period will be a percentage of the daily share amount (assuming we had not specified a cash percentage) equal to 100%, minus the cash percentage. If we do not timely specify a cash percentage, we will no longer have the right to specify a cash percentage, and we must settle the entire daily share amount for each trading day in such observation period in our common shares (plus cash in lieu of any fractional share).

The “daily settlement amount,” for each of the 20 consecutive trading days during the observation period, shall consist of:

•  cash equal to the lesser of (i) $50 and (ii) the daily conversion value; and

•  if the daily conversion value exceeds $50, a number of shares (the “daily share amount”), subject to our right to pay cash in lieu of all or a portion of such shares as described above, equal to (i) the difference between the daily conversion value and $50, divided by (ii) the daily VWAP for such trading day.

The “daily conversion value” means, for each of the 20 consecutive trading days during the observation period, 5% of the product of (1) the applicable conversion rate and (2) the daily VWAP of our common shares on such trading day.

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The “daily VWAP” means for any trading day the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CVG.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one common share on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The “daily VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

The “observation period” with respect to any 2029 Debenture surrendered for conversion means:

•  except as set forth in the immediately succeeding bullet, if the relevant conversion date occurs on or after September 15, 2028, the 20 consecutive trading days beginning on, and including, the 22nd scheduled trading day immediately preceding September 15, 2029;

•  if the relevant conversion date occurs on or after the date of issuance of a notice of redemption as described under “—Optional redemption,” but prior to the relevant redemption date, the 20 consecutive trading days beginning on, and including, the 22nd scheduled trading day immediately preceding such redemption date; and

•  in all other instances, the 20 consecutive trading day period beginning on, and including, the third trading day immediately following the relevant conversion date.

For the purposes of determining amounts due upon conversion only, “trading day” means a day on which (i) there is no “market disruption event” (as defined below) and (ii) trading in our common shares generally occurs on The New York Stock Exchange or, if our common shares are not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which our common shares are then listed or, if our common shares are not then listed on a United States national or regional securities exchange, on the principal other market on which our common shares are then traded. If our common shares (or other securities for which a daily VWAP must be determined) are not so listed or traded, “trading day” means a “business day.”

“Scheduled trading day” means a day that is scheduled to be a trading day on the primary United States national securities exchange or market on which our common shares are listed or admitted for trading. If our common shares are not so listed or admitted for trading, “scheduled trading day” means a “business day.”

For the purposes of determining amounts due upon conversion, “market disruption event” under the indenture means (i) a failure by the primary United States national or regional securities exchange or market on which our common shares are listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for our common shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in our common shares or in any options, contracts or future contracts relating to our common shares.

Except as described under “—Adjustment to shares delivered upon conversion upon a make-whole fundamental change,” we will deliver the settlement amount to converting holders on the third business day immediately following the last trading day of the relevant observation period.

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We will deliver cash in lieu of any fractional common share issuable upon conversion based on the daily VWAP of our common shares on the last trading day of the applicable observation period.

Each conversion will be deemed to have been effected as to any 2029 Debentures surrendered for conversion on the conversion date; provided, however, that the person in whose name any common shares shall be issuable upon such conversion will become the holder of record of such shares as of the close of business on the last trading day of the relevant observation period.

Exchange in lieu of conversion

When a holder surrenders 2029 Debentures for conversion, we may direct the conversion agent to surrender, on or prior to the second business day immediately following the applicable conversion date, such 2029 Debentures to a financial institution designated by us for exchange in lieu of conversion. In order to accept any 2029 Debentures surrendered for conversion, the designated institution must agree to deliver, in exchange for such 2029 Debentures, all cash and common shares, if any, due upon conversion, all as provided above under “—Settlement upon conversion,” at the sole option of the designated financial institution and as is designated to the conversion agent by us. By the close of business on the second business day immediately following the applicable conversion date, we will notify the holder surrendering 2029 Debentures for conversion that we have directed the designated financial institution to make an exchange in lieu of conversion and such financial institution will be required to notify the conversion agent whether it will deliver, upon exchange, the cash and common shares, if any, due in respect of such conversion.

If the designated institution accepts any such 2029 Debentures, it will deliver cash and our common shares, if any, to the conversion agent, and the conversion agent will deliver such cash and our common shares, if any, to such holder on the third business day immediately following the last trading day of the applicable observation period. Any 2029 Debentures exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any 2029 Debentures for exchange but does not timely deliver the related consideration, or if such designated financial institution does not accept the 2029 Debentures for exchange, we will convert the 2029 Debentures and pay or deliver, as the case may be, the cash and our common shares, if any, no later than the third business day immediately following the last trading day of the applicable observation period, as described above under this “—Conversion rights” section.

Our designation of an institution to which the 2029 Debentures may be submitted for exchange does not require the institution to accept any 2029 Debentures (unless the institution has separately made an agreement with us). We may, but will not be obligated to, enter into a separate agreement with the designated institution that would compensate it for any such transaction.

Conversion rate adjustments

The conversion rate will be adjusted as described below, except that we will not make any adjustments to the conversion rate if holders of the 2029 Debentures participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of our common shares and solely as a result of holding the 2029 Debentures, in any of the transactions described below without having to convert their 2029 Debentures as if they held a number of our common shares equal to the applicable conversion rate, multiplied by the principal amount (expressed in thousands) of 2029 Debentures held by such holder.

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(1) If we exclusively issue common shares as a dividend or distribution on our common shares, or if we effect a share split or share combination of our common shares, the conversion rate will be adjusted based on the following formula:

CR₁ = CR₀ × OS₁
OS₀

where,
CR0  =	the conversion rate in effect immediately prior to the open of business on the ex-dividend date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or combination, as applicable;
CR1  =	the conversion rate in effect immediately after the open of business on such ex-dividend date or effective date;
OS0  =	the number of our common shares outstanding immediately prior to the open of business on such ex-dividend date or effective date; and
OS1  =	the number of our common shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this clause (1) shall become effective immediately after the open of business on the ex-dividend date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination. If any dividend or distribution of the type described in this clause (1) is declared but not so paid or made, or any share split or combination of the type described in this clause (1) is announced but our outstanding common shares are not split or combined, as the case may be, the conversion rate shall be immediately readjusted, effective as of the date our board of directors (or any duly authorized committee thereof) determines not to pay such dividend or distribution, or not to split or combine our outstanding common shares, as the case may be, to the conversion rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced.

(2) If we issue to all or substantially all holders of our common shares any rights, options or warrants entitling them for a period of not more than 60 calendar days after the announcement date of such issuance to subscribe for or purchase our common shares, at a price per share less than the average of the last reported sale prices of our common shares for the 10 consecutive trading day period ending on the trading day immediately preceding the date of announcement of such issuance, the conversion rate will be increased based on the following formula:

CR₁ = CR₀ × OS₀ + X
OS₀ + Y

where,
CR0	=	the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such issuance;
CR1	=	the conversion rate in effect immediately after the open of business on such ex-dividend date;
OS0	=	the number of our common shares outstanding immediately prior to the open of business on such ex-dividend date;
X	=	the total number of our common shares issuable pursuant to such rights, options or warrants; and

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Y = the number of our common shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the last reported sale prices of our common shares over the 10 consecutive trading day period ending on the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this clause (2) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such issuance. To the extent that common shares are not delivered after the expiration of such rights, options or warrants, the conversion rate shall be decreased to the conversion rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of common shares actually delivered. If such rights, options or warrants are not so issued, the conversion rate shall be decreased to the conversion rate that would then be in effect if such ex-dividend date for such issuance had not occurred.

In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase our common shares at less than such average of the last reported sale prices for the 10 consecutive trading day period ending on the trading day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares, there shall be taken into account any consideration received by us for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by our board of directors (or any duly authorized committee thereof).

(3) If we distribute shares of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities, to all or substantially all holders of our common shares, excluding:

•  dividends, distributions, rights, options or warrants as to which an adjustment was effected pursuant to clause (1) or (2) above;

•  dividends or distributions paid exclusively in cash; and

•  spin-offs as to which the provisions set forth below in this clause (3) shall apply;

then the conversion rate will be increased based on the following formula:

CR₁ = CR₀ × SP₀
SP₀ − FMV

where,
CR0	=	the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such distribution;
CR1	=	the conversion rate in effect immediately after the open of business on such ex-dividend date;
SP0	=	the average of the last reported sale prices of our common shares over the 10 consecutive trading day period ending on the trading day immediately preceding the ex-dividend date for such distribution; and
FMV	=	the fair market value (as determined by our board of directors or any duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets, property, rights or warrants distributed with respect to each outstanding common share on the ex-dividend date for such distribution.

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Any increase made under the portion of this clause (3) above will become effective immediately after the open of business on the ex-dividend date for such distribution. If such distribution is not so paid or made, the conversion rate shall be decreased to be the conversion rate that would then be in effect if such dividend or distribution had not been declared.

With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our common shares of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, which we refer to as a “spin-off,” the conversion rate will be increased based on the following formula:

CR₁ = CR₀ × FMV₀ + MP₀
MP₀

where,
CR0	=	the conversion rate in effect immediately prior to the end of the valuation period (as defined below);
CR1	=	the conversion rate in effect immediately after the end of the valuation period;
FMV0	=	the average of the last reported sale prices of the capital stock or similar equity interest distributed to holders of our common shares applicable to one common share over the first 10 consecutive trading day period after, and including, the ex-dividend date of the spin-off (the “valuation period”); and
MP0	=	the average of the last reported sale prices of our common shares over the valuation period.

The adjustment to the conversion rate under the preceding paragraph will occur on the last day of the valuation period; provided that in respect of any conversion during the valuation period, references in the preceding paragraph with respect to 10 trading days shall be deemed replaced with such lesser number of trading days as have elapsed between the ex-dividend date of such spin-off and the conversion date in determining the applicable conversion rate.

(4) If any cash dividend or distribution is made to all or substantially all holders of our common shares (other than a distribution under clause (5) below, pursuant to which an adjustment to the conversion rate is made), the conversion rate will be increased based on the following formula:

CR₁ = CR₀ × SP₀
SP₀ − C

where,
CR0	=	the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such dividend or distribution;
CR1	=	the conversion rate in effect immediately after the open of business on the ex-dividend date for such dividend or distribution;
SP0	=	the last reported sale price of our common shares on the trading day immediately preceding the ex-dividend date for such dividend or distribution; and
C	=	the amount in cash per share we distribute to holders of our common shares.

Such increase shall become effective immediately after the open of business on the ex-dividend date for such dividend or distribution. If such dividend or distribution is not so paid, the conversion rate shall be decreased to be the conversion rate that would then be in effect if such dividend or distribution had not been declared.

(5) If we or any of our subsidiaries make a payment in respect of a tender offer or exchange offer for our common shares, to the extent that the cash and value of any other consideration

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included in the payment per common share exceeds the last reported sale price of our common shares on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the conversion rate will be increased based on the following formula:

CR₁ = CR₀ × AC + (SP₁ × OS₁)
OS₀ × SP₁

where,
CR0	=	the conversion rate in effect immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
CR1	=	the conversion rate in effect immediately after the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
AC	=	the aggregate value of all cash and any other consideration (as determined by our board of directors or any duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer;
OS0	=	the number of our common shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer);
OS1	=	the number of our common shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
SP1	=	the average of the last reported sale prices of our common shares over the 10 consecutive trading day period commencing on the trading day next succeeding the date such tender or exchange offer expires.

The adjustment to the conversion rate under the preceding paragraph will occur at the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires; provided that in respect of any conversion within the 10 trading days immediately following, and including, the expiration date of any tender or exchange offer, references with respect to 10 trading days shall be deemed replaced with such lesser number of trading days as have elapsed between the expiration date of such tender or exchange offer and the conversion date in determining the applicable conversion rate.

If we are obligated to purchase common shares pursuant to any such tender or exchange offer, but we are permanently prevented by applicable law from effecting such purchases or all such purchases are rescinded, the conversion rate will again be adjusted to be the conversion rate that would then be in effect if such tender or exchange offer had not been made.

Notwithstanding the above, certain listing standards of The New York Stock Exchange may limit the amount by which we may increase the conversion rate pursuant to the events described in clauses (2) through (5) in this section and as described in the section captioned “—Adjustment to shares delivered upon conversion upon a make-whole fundamental change.” These standards generally require us to obtain the approval of our shareholders before entering into certain transactions that potentially result in the issuance of more than 19.9% of our common shares outstanding at the time the 2029 Debentures are issued unless we obtain shareholder approval of issuances in excess of such limitations. In accordance with these listing standards, these restrictions will apply at any time when the 2029 Debentures are outstanding, regardless of

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whether we then have a class of securities listed on The New York Stock Exchange. Accordingly, in no event will we issue common shares upon conversion of the 2029 Debentures if such issuance would result in the issuance of more than 19.9% of our common shares outstanding at the time the 2029 Debentures were issued. In the event of an increase in the conversion rate above that which would result in the 2029 Debentures, in the aggregate, becoming convertible into shares in excess of such limitation, we will, at our option, either obtain shareholder approval of such issuances or deliver cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations based on the daily VWAP of our common shares on each trading day of the relevant observation period in respect of which, in lieu of delivering our common shares, we deliver cash pursuant to this paragraph.

Except as stated herein, we will not adjust the conversion rate for the issuance of our common shares or any securities convertible into or exchangeable for our common shares or the right to purchase our common shares or such convertible or exchangeable securities.

As used in this section, “ex-dividend date” means the first date on which our common shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

We are permitted, to the extent permitted by applicable law and subject to the applicable rules of The New York Stock Exchange (if our common shares are then listed thereon), to increase the conversion rate of the 2029 Debentures by any amount for a period of at least 20 business days if our board of directors (or any duly authorized committee thereof) determines that such increase would be in our best interest. We may also (but are not required to) increase the conversion rate to avoid or diminish income tax to holders of our common shares or rights to purchase our common shares in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the conversion rate is increased pursuant to either of the two preceding sentences, we will mail to the holder of each security at its last address appearing on the security register a notice of the increase at least fifteen days prior to the date the increased conversion rate takes effect, and such notice will state the increased conversion rate and period during which it will be in effect.

A holder may, in some circumstances, including a distribution of cash dividends to holders of our common shares, be deemed to have received a distribution subject to U.S. federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to the conversion rate. For a discussion of the U.S. federal income tax treatment of an adjustment to the conversion rate, see “Material U.S. federal income tax considerations.”

We currently do not have a rights plan in effect. However, to the extent that we have a rights plan in effect upon conversion of the 2029 Debentures into common shares, you will receive, in addition to any common shares received in connection with such conversion, the rights under the rights plan, unless prior to any conversion, the rights have separated from the common shares, in which case, and only in such case, the conversion rate will be adjusted at the time of separation as if we distributed to all holders of our common shares, shares of our capital stock, evidences of indebtedness, assets, property, rights, options or warrants as described in clause (3) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

Notwithstanding any of the foregoing, the applicable conversion rate will not be adjusted:

•  upon the issuance of any common shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in our common shares under any plan;

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•  upon the issuance of any common shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of ours or any of our subsidiaries or any such plan or program assumed by us or any of our subsidiaries;

•  upon the issuance of any common shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the 2029 Debentures were first issued;

•  for a change in the par value of our common shares; or

•  for accrued and unpaid interest, if any.

Adjustments to the applicable conversion rate will be calculated to the nearest 1/10,000th of a share. We will not be required to make an adjustment to the conversion rate unless the adjustment would require a change of at least 1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate and make such carried-forward adjustment, regardless of whether the aggregate adjustment is less than 1% (i) upon any conversion of 2029 Debentures and (ii) on each of the 22 scheduled trading days immediately preceding September 15, 2029.

Recapitalizations, reclassifications and changes of our common shares

In the case of:

•  any recapitalization, reclassification or change of our common shares (other than changes resulting from a subdivision or combination),

•  any consolidation, merger or combination involving us,

•  any sale, lease or other transfer to a third party of the consolidated assets of ours and our subsidiaries substantially as an entirety, or

•  any statutory share exchange,

in each case as a result of which our common shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof), then, at and after the effective time of the transaction, the right to convert each $1,000 principal amount of 2029 Debentures will be changed into a right to convert such principal amount of 2029 Debentures into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of common shares equal to the conversion rate immediately prior to such transaction would have owned or been entitled to receive (the “reference property”) upon such transaction. However, at and after the effective time of the transaction, (x) the amount otherwise payable in cash upon conversion of the 2029 Debentures as set forth under “—Settlement upon conversion” above will continue to be payable in cash, (y) the number of common shares (if we do not elect to pay cash in lieu of all such shares) otherwise deliverable upon conversion of the 2029 Debentures as set forth under “—Settlement upon conversion” above will instead be deliverable in the amount and type of reference property that a holder of that number of our common shares would have received in such transaction and (z) the daily VWAP will be calculated based on the value of a unit of reference property that a holder of one common share would have received in such transaction. If the transaction causes our common shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the reference property into which the 2029 Debentures will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of our common shares that affirmatively make such an election. We will notify holders of the weighted average as soon as practicable

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after such determination is made. We will agree in the indenture not to become a party to any such transaction unless its terms are consistent with the foregoing.

Adjustments of prices

Whenever any provision of the indenture requires us to calculate the last reported sale prices, the daily VWAPs, the daily conversion values or the daily settlement amounts over a span of multiple days (including an observation period and the “stock price” for purposes of a make-whole fundamental change), we will make appropriate adjustments to each to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the ex-dividend date of the event occurs, at any time during the period when the last reported sale prices, the daily VWAPs, the daily conversion values or the daily settlement amounts are to be calculated.

Adjustment to shares delivered upon conversion upon a make-whole fundamental change

If a “fundamental change” (as defined below under clause (1), (2) or (4) and with respect to clause (2), determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (2) of the definition thereof, a “make-whole fundamental change”) occurs and a holder elects to convert its 2029 Debentures in connection with such make-whole fundamental change, we will, under certain circumstances, increase the conversion rate for the 2029 Debentures so surrendered for conversion by a number of additional common shares equal to a percentage of the applicable conversion rate prior to such increase (the “percentage increase”), as described below. A conversion of 2029 Debentures will be deemed for these purposes to be “in connection with” such make-whole fundamental change if the notice of conversion for the relevant 2029 Debentures is received by the conversion agent (x) from, and including, the effective date of the make-whole fundamental change up to, and including, the business day immediately prior to the related fundamental change repurchase date (or, in the case of a make-whole fundamental change that would have been a fundamental change but for the proviso in clause (2) of the definition thereof, the 35th trading day immediately following the effective date of such make-whole fundamental change) or (y) if the relevant make-whole fundamental change occurs on or prior to the cut-off date, from, and including, the cut-off date, to, and including, the thirtieth calendar day immediately following the cut-off date.

Upon surrender of 2029 Debentures for conversion in connection with a make-whole fundamental change, we will pay or deliver, as the case may be, in lieu of common shares, including the number of additional shares equal to the percentage increase, cash or a combination of cash and common shares, as described under “—Conversion rights—Settlement upon conversion.” However, if the consideration for our common shares in any make-whole fundamental change described in clause (2) of the definition of fundamental change is comprised entirely of cash, for any conversion of 2029 Debentures following the effective date of such make-whole fundamental change, the conversion obligation will be calculated based solely on the “stock price” (as defined below) for the transaction and will be deemed to be an amount equal to the applicable conversion rate (including any percentage increase as described in this section), multiplied by such stock price. In such event, the conversion obligation will be determined and paid to holders in cash on the third business day following the conversion date. We will notify holders of the effective date of any make-whole fundamental change and issue a press release announcing such effective date no later than five business days after such effective date.

The percentage increase will be determined by reference to the table below, based on the date on which the make-whole fundamental change occurs or becomes effective (the “effective

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date”) and the price (the “stock price”) paid (or deemed paid) per common share in the make-whole fundamental change as a percentage of the “reference price” (as defined below). If the holders of our common shares receive only cash in a make-whole fundamental change described in clause (2) of the definition of fundamental change, the stock price shall be the cash amount paid per share. Otherwise, the stock price shall be the average of the last reported sale prices of our common shares over the five trading day period ending on, and including, the trading day immediately preceding the effective date of the make-whole fundamental change. The board of directors is required to make appropriate adjustments to the stock price, in its good faith determination, to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the ex-dividend date of the event occurs, during such five consecutive trading day period.

The “reference price” will be 100% of the average VWAP.

The stock prices as a percentage of the reference price set forth in the column headings of the table below will be adjusted as of any date on which the conversion rate of the 2029 Debentures is otherwise adjusted. The adjusted stock prices as a percentage of the reference price will equal the stock prices as a percentage of the reference price immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the stock price as a percentage of the reference price adjustment and the denominator of which is the conversion rate as so adjusted. The percentage increases will also be adjusted in the same manner and at the same time as the conversion rate as set forth under “—Conversion rate adjustments.”

Subject to the third immediately succeeding paragraph below, the following table sets forth the percentage increase for each stock price as a percentage of the reference price and effective date set forth below:

	Stock price as a percentage of the reference price
Effective date	100.0%		110.0%		125.0%		135.0%		150.0%		175.0%		200.0%		250.0%		300.0%		400.0%		500.0%		600.0%
October   , 2009		25.0%		24.7%		21.2%		19.3%		16.9%		13.8%		11.6%		8.4%		6.4%		3.9%		2.5%		1.7%
September 15, 2010		25.0%		24.0%		20.5%		18.7%		16.4%		13.5%		11.3%		8.2%		6.3%		3.8%		2.5%		1.6%
September 15, 2011		25.0%		23.1%		19.8%		18.0%		15.8%		13.0%		10.9%		8.0%		6.1%		3.8%		2.5%		1.6%
September 15, 2012		25.0%		22.0%		18.8%		17.1%		15.0%		12.4%		10.4%		7.7%		5.9%		3.7%		2.4%		1.6%
September 15, 2013		25.0%		20.7%		17.6%		16.0%		14.0%		11.5%		9.7%		7.2%		5.6%		3.5%		2.3%		1.6%
September 15, 2014		25.0%		19.1%		16.1%		14.6%		12.7%		10.4%		8.8%		6.5%		5.1%		3.3%		2.2%		1.5%
September 15, 2015		25.0%		17.4%		14.4%		12.9%		11.1%		9.0%		7.6%		5.6%		4.4%		2.9%		1.9%		1.3%
September 15, 2016		25.0%		16.0%		12.6%		11.1%		9.3%		7.3%		6.0%		4.5%		3.5%		2.3%		1.6%		1.1%
September 15, 2017		25.0%		14.7%		11.1%		9.3%		7.4%		5.3%		4.1%		3.0%		2.3%		1.5%		1.1%		0.8%
September 15, 2018		25.0%		14.5%		10.5%		8.4%		5.8%		3.2%		1.9%		1.1%		0.8%		0.6%		0.4%		0.3%
September 15, 2019		25.0%		14.5%		10.2%		8.0%		5.1%		1.4%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2020		25.0%		14.3%		10.2%		7.9%		5.1%		1.4%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2021		25.0%		14.2%		10.1%		7.9%		5.1%		1.4%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2022		25.0%		14.1%		10.0%		7.8%		5.0%		1.3%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2023		25.0%		14.1%		10.0%		7.8%		5.0%		1.3%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2024		25.0%		14.0%		10.0%		7.8%		4.9%		1.3%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2025		25.0%		13.6%		9.7%		7.6%		4.8%		1.3%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2026		25.0%		13.0%		9.1%		7.0%		4.4%		1.2%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2027		25.0%		12.0%		7.8%		6.0%		3.7%		0.9%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2028		25.0%		10.8%		5.3%		3.5%		1.9%		0.4%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%
September 15, 2029		25.0%		10.0%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%		0.0%

The exact stock price as a percentage of the reference price and effective date may not be set forth in the table above, in which case

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•  If the stock price as a percentage of the reference price is between two stock prices as a percentage of the reference price in the table or the effective date is between two effective dates in the table, the percentage increase will be determined by a straight-line interpolation between the percentage increase set forth for the higher and lower stock prices as a percentage of the reference price and the earlier and later effective dates, as applicable, based on a 365-day year.

•  If the stock price as a percentage of the reference price is greater than 600.0% of the reference price (subject to adjustment in the same manner as the stock prices as a percentage of the reference price set forth in the column headings of the table above), no additional shares will be added to the conversion rate.

•  If the stock price as a percentage of the reference price is less than 100.0% of the reference price (subject to adjustment in the same manner as the stock prices as a percentage of the reference price set forth in the column headings of the table above), no additional shares will be added to the conversion rate.

Notwithstanding the foregoing, in no event will the total number of common shares issuable upon conversion exceed an amount equal to $1,000, divided by 100% of the average VWAP, per $1,000 principal amount of 2029 Debentures, subject to adjustment in the same manner as the conversion rate as set forth under “—Conversion rate adjustments.” We also will not issue upon conversion more than 19.9% of our common shares outstanding at the time the 2029 Debentures were issued, unless, as described herein, we obtain shareholder approval of issuances in excess of such 19.9% limitation.

In lieu of the percentage increases set forth in the table above, if the initial conversion price equals the Minimum Conversion Price, each percentage increase in the table above will be increased based on the following formula:

PI₁ = PI₀ × 4 × AF

where,
PI1	=	the as-adjusted percentage increase (which percentage, if applicable, will be inserted into the indenture);
PI0	=	the percentage increase set forth in the table above; and
AF	=	the quotient of (i) the Minimum Conversion Price, divided by (ii) 100% of the average VWAP, minus 1.

As a hypothetical example, if PI₀ is equal to 25%, the Minimum Conversion Price is equal to $11.93 and 100% of the average VWAP is equal to $8.00, AF will be equal to 0.4913 and PI₁ will be equal to 49.13%.

We will announce the definitive percentage increases for the table above by press release no later than 9:00 a.m., New York City time, on the business day immediately preceding the Expiration Date, and the definitive percentage increases will also be available by that time at http://www.dfking.com/convergys and from the Information Agent at one of its numbers listed on the back cover of this prospectus.

Our obligation to satisfy the additional shares requirement could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

Notwithstanding the above, certain listing standards of The New York Stock Exchange may limit the amount by which we may increase the conversion rate pursuant to the events described in clauses (2) through (5) in the section captioned “—Conversion rate adjustments,” and as

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described in this section. These standards generally require us to obtain the approval of our shareholders before entering into certain transactions that potentially result in the issuance of more than 19.9% of our common shares outstanding at the time the 2029 Debentures are issued unless we obtain shareholder approval of issuances in excess of such limitations. In accordance with these listing standards, these restrictions will apply at any time when the 2029 Debentures are outstanding, regardless of whether we then have a class of securities listed on The New York Stock Exchange. Accordingly, in no event will we issue common shares upon conversion of the 2029 Debentures if such issuance would result in the issuance of more than 19.9% of our common shares outstanding at the time the 2029 Debentures were issued. In the event of an increase in the conversion rate above that which would result in the 2029 Debentures, in the aggregate, becoming convertible into shares in excess of such limitation, we will, at our option, either obtain shareholder approval of such issuances or deliver cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations based on the daily VWAP of our common shares on each trading day of the relevant observation period in respect of which, in lieu of delivering our common shares, we deliver cash pursuant to this paragraph.

Fundamental change permits holders to require us to repurchase 2029 Debentures

If a “fundamental change” (as defined below in this section) occurs at any time, you will have the right, at your option, to require us to repurchase any or all of your 2029 Debentures, or any portion of the principal amount thereof, that is equal to $1,000 or a multiple of $1,000. The price we are required to pay is equal to 100% of the principal amount of the 2029 Debentures to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (unless the fundamental change repurchase date is after a record date but on or prior to the interest payment date to which such record date relates, in which case we will instead pay the full amount of accrued and unpaid interest to the holder of record on such record date and the fundamental change repurchase price will be equal to 100% of the principal amount of the 2029 Debentures to be repurchased). The fundamental change repurchase date will be a date specified by us that is not less than 20 or more than 35 calendar days following the date of our fundamental change notice as described below. Any 2029 Debentures repurchased by us will be paid for in cash, unless we elect otherwise as provided below.

Instead of paying the fundamental change repurchase price in cash, we may elect (which election shall be irrevocable) to pay the fundamental change repurchase price in our common shares (provided that they are publicly traded securities, as defined below), securities of the acquiror (“acquiror securities”) that are publicly traded securities (as defined below), or a combination of cash and our common shares or such publicly traded acquiror securities, as the case may be, by so stating in the notice to be delivered within 20 business days after the occurrence of a fundamental change, as described below. In such event, the number of our common shares or acquiror securities a holder will receive will equal the portion of the fundamental change repurchase price payable in our common shares or acquiror securities, divided by 95% of the average of the last reported sale prices of our common shares or acquiror securities that are publicly traded securities, as the case may be, for the five trading days immediately preceding, and including, the third trading day prior to the fundamental change repurchase date. However, we may not pay the fundamental change repurchase price in our common shares or acquiror securities if an event of default (as described below under “— Events of default”) has occurred or is continuing, and unless we satisfy certain other conditions prior to the fundamental change repurchase date as set forth in the indenture.

Notwithstanding the above, certain listing standards of The New York Stock Exchange may limit the number of our common shares we can deliver to pay the fundamental change repurchase

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price. These standards generally require us to obtain the approval of our shareholders before entering into certain transactions that potentially result in the issuance of more than 19.9% of our common shares outstanding at the time the 2029 Debentures are issued unless we obtain shareholder approval of issuances in excess of such limitations. In accordance with these listing standards, these restrictions will apply at any time when the 2029 Debentures are outstanding, regardless of whether we then have a class of securities listed on The New York Stock Exchange. Accordingly, in no event will we issue common shares in payment of the fundamental change repurchase price if such issuance would result in the issuance of more than 19.9% of our common shares outstanding at the time the 2029 Debentures were issued. In the event that payment of the fundamental change repurchase price by delivering our common shares would result in the issuance of our common shares in excess of such limitation, we will, at our option, either obtain shareholder approval of such issuances or deliver cash in lieu of any shares otherwise deliverable in respect of the fundamental change repurchase price in excess of such limitations.

A “fundamental change” will be deemed to have occurred at the time after the 2029 Debentures are originally issued if any of the following occurs:

(1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than us, our subsidiaries or our or their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of our common equity representing more than 50% of the voting power of our common equity entitled to vote generally in the election of directors;

(2) consummation of (A) any recapitalization, reclassification or change of our common shares (other than changes resulting from a subdivision or combination) as a result of which our common shares would be converted into, or exchanged for, stock, other securities, other property or assets or (B) any share exchange, consolidation or merger of us pursuant to which our common shares will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person other than one of our subsidiaries; provided, however, that any such transaction in which (i) our common shares are not changed or exchanged except to the extent necessary to reflect a change in our jurisdiction of organization or (ii) the holders of all classes of our common equity immediately prior to such transaction that is a share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event shall not be a fundamental change;

(3) our shareholders approve any plan or proposal for the liquidation or dissolution of us; or

(4) our common shares (or other common shares or common stock underlying the 2029 Debentures) cease to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market (or any of their respective successors) or any other national securities exchange.

A transaction or transactions described in clause (2) above will not constitute a fundamental change, however, if at least 90% of the consideration received or to be received by our common shareholders, excluding cash payments for fractional shares and cash payments made in respect of dissenters rights or appraisal rights, in connection with such transaction or transactions otherwise constituting a fundamental change consists of common shares or shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global

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Select Market or The NASDAQ Global Market or any of their respective successors (“publicly traded securities”) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of this transaction or transactions the 2029 Debentures become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters rights or appraisal rights (subject to the provisions set forth above under “—Conversion rights—Settlement upon conversion”).

In addition, for the avoidance of doubt, in no event will a strategic transaction or other divestiture of our Information Management business be considered the sale, lease or other transfer of all or substantially all of the consolidated assets of us and our subsidiaries for purposes of the definition of “fundamental change.”

On or before the 20th business day after the occurrence of a fundamental change, we will provide to all holders of the 2029 Debentures and the trustee and paying agent a notice of the occurrence of the fundamental change and of the resulting repurchase right. Such notice shall state, among other things:

•  the events causing a fundamental change;

•  the date of the fundamental change;

•  the last date on which a holder may exercise the repurchase right;

•  the fundamental change repurchase price;

•  the fundamental change repurchase date;

•  the name and address of the paying agent and the conversion agent, if applicable;

•  if applicable, the applicable conversion rate and any adjustments to the applicable conversion rate;

•  whether we will pay the fundamental change repurchase price in cash, our common shares, acquiror securities or a combination thereof, specifying the percentage of each;

•  if applicable, that the 2029 Debentures with respect to which a fundamental change repurchase notice has been delivered by a holder may be converted only if the holder withdraws the fundamental change repurchase notice in accordance with the terms of the indenture; and

•  the procedures that holders must follow to require us to repurchase their 2029 Debentures.

Simultaneously with providing such notice, we will publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on our website or through such other public medium as we may use at that time.

To exercise the fundamental change repurchase right, you must deliver, on or before the business day immediately preceding the fundamental change repurchase date, the 2029 Debentures to be repurchased, duly endorsed for transfer, together with a written repurchase notice and the form entitled “Form of Fundamental Change Repurchase Notice” on the reverse side of the 2029 Debentures duly completed, to the paying agent. Your repurchase notice must state:

•  if certificated, the certificate numbers of your 2029 Debentures to be delivered for repurchase or if not certificated, your notice must comply with appropriate DTC procedures;

•  the portion of the principal amount of 2029 Debentures to be repurchased, which must be $1,000 or a multiple thereof; and

•  that the 2029 Debentures are to be repurchased by us pursuant to the applicable provisions of the 2029 Debentures and the indenture.

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You may withdraw any repurchase notice (in whole or in part) by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day immediately preceding the fundamental change repurchase date. The notice of withdrawal shall state:

•  the principal amount of the withdrawn 2029 Debentures;

•  if certificated 2029 Debentures have been issued, the certificate numbers of the withdrawn 2029 Debentures, or if not certificated, your notice must comply with appropriate DTC procedures; and

•  the principal amount, if any, which remains subject to the repurchase notice.

We will be required to repurchase the 2029 Debentures on the fundamental change repurchase date. You will receive payment of the fundamental change repurchase price on the later of (i) the fundamental change repurchase date and (ii) the time of book-entry transfer or the delivery of the 2029 Debentures. If the paying agent holds money or securities sufficient to pay the fundamental change repurchase price of the 2029 Debentures on the fundamental change repurchase date, then:

•  the 2029 Debentures will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the 2029 Debentures is made or whether or not the 2029 Debentures are delivered to the paying agent); and

•  all other rights of the holder will terminate (other than the right to receive the fundamental change repurchase price).

In connection with any repurchase offer pursuant to a fundamental change repurchase notice, we will, if required:

•  comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable; and

•  file a Schedule TO or any other required schedule under the Exchange Act.

No 2029 Debentures may be repurchased at the option of holders upon a fundamental change if the principal amount of the 2029 Debentures has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a default by us in the payment of the fundamental change repurchase price with respect to such 2029 Debentures).

The repurchase rights of the holders could discourage a potential acquirer of us. The fundamental change repurchase feature, however, is not the result of management’s knowledge of any specific effort to obtain control of us by any means or part of a plan by management to adopt a series of anti-takeover provisions.

The term fundamental change is limited to specified transactions and may not include other events that might adversely affect our financial condition. In addition, the requirement that we offer to repurchase the 2029 Debentures upon a fundamental change may not protect holders in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

The definition of fundamental change includes a phrase relating to the conveyance, transfer, sale, lease or disposition of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of the 2029 Debentures to require us to repurchase its 2029 Debentures as a result of the conveyance, transfer, sale, lease or other disposition of less than all of our assets may be uncertain.

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If a fundamental change were to occur, we may not have enough funds to pay the fundamental change repurchase price or the subordination provisions could restrict such payment. Our ability to repurchase the 2029 Debentures for cash may be limited by restrictions on our ability to obtain funds for such repurchase through dividends from our subsidiaries, the terms of our then existing borrowing arrangements or otherwise. See “Risk factors—Risks related to the 2029 Debentures—We may not have the ability to raise the funds necessary to settle conversions of the 2029 Debentures or to repurchase the 2029 Debentures upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2029 Debentures.” If we fail to repurchase the 2029 Debentures when required following a fundamental change, we will be in default under the indenture. In addition, we have, and may in the future incur, other indebtedness with similar change in control provisions permitting our holders to accelerate or to require us to repurchase our indebtedness upon the occurrence of similar events or on some specific dates.

Consolidation, merger and sale of assets

The indenture provides that we shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of our properties and assets to, another person, unless (i) the resulting, surviving or transferee person (if not us) is a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not us) expressly assumes by supplemental indenture all of our obligations under the 2029 Debentures and the indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee person shall succeed to, and may exercise every right and power of, ours under the indenture, and we shall be discharged from our obligations under the 2029 Debentures and the indenture except in the case of a lease of all or substantially all of our properties and assets.

For the avoidance of doubt, for purposes of the immediately preceding paragraph, in no event will a strategic transaction or other divestiture of our Information Management business be considered the sale, conveyance, transfer or lease of all or substantially all of our properties and assets.

Although these types of transactions are permitted under the indenture, certain of the foregoing transactions could constitute a fundamental change permitting each holder to require us to repurchase the 2029 Debentures of such holder as described above.

Events of default

Each of the following is an event of default:

(1) default in any payment of interest on any 2029 Debenture when due and payable and the default continues for a period of 30 days;

(2) default in the payment of principal of any 2029 Debenture when due and payable (whether in cash or securities) at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

(3) our failure to comply with our obligation to convert the 2029 Debentures in accordance with the indenture upon exercise of a holder’s conversion right;

(4) our failure to give a fundamental change notice as described under “—Fundamental change permits holders to require us to repurchase 2029 Debentures” or notice of a

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specified corporate transaction as described under “—Conversion upon specified corporate events,” in each case when due;

(5) our failure to comply with our obligations under “—Consolidation, merger and sale of assets;”

(6) our failure for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the 2029 Debentures then outstanding has been received to comply with any of its other agreements contained in the 2029 Debentures or indenture;

(7) default by us or any of our subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50 million in the aggregate of us and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise;

(8) a final judgment for the payment of $50 million or more (excluding any amounts covered by insurance) rendered against us or any of our subsidiaries, which judgment is not paid, discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or

(9) certain events of bankruptcy, insolvency, or reorganization of us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X.

If an event of default occurs and is continuing, the trustee by notice to us, or the holders of at least 25% in principal amount of the outstanding 2029 Debentures by notice to us and the trustee, may, and the trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2029 Debentures to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving us or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the 2029 Debentures will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately.

Notwithstanding the foregoing, the indenture will provide that, to the extent we elect, the sole remedy for an event of default relating to (i) our failure to file with the trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or (ii) our failure to comply with our obligations as set forth under “—Reports” below, will after the occurrence of such an event of default consist exclusively of the right to receive additional interest on the 2029 Debentures at a rate equal to 0.25% per annum of the principal amount of the 2029 Debentures outstanding for each day during the 120-day period beginning on, and including, the occurrence of such an event of default during which such event of default is continuing.

If we so elect, such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the 2029 Debentures. On the 121st day after such event of default (if the event of default relating to the reporting obligations is not cured or waived prior to such 121st day), the 2029 Debentures will be subject to acceleration as provided above. The provisions of the indentures described in this paragraph will not affect the rights of holders of 2029 Debentures in the event of the occurrence of any other event of default. In the event we do not elect to pay the additional interest following an event of default in accordance with

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the immediately succeeding paragraph, the 2029 Debentures will be subject to acceleration as provided above.

In order to elect to pay the additional interest as the sole remedy during the first 120 days after the occurrence of an event of default relating to the failure to comply with the reporting obligations in accordance with the immediately preceding paragraph, we must notify all holders of 2029 Debentures, the trustee and the paying agent of such election prior to the beginning of such 120-day period. Upon our failure to timely give such notice, the 2029 Debentures will be immediately subject to acceleration as provided above.

If any portion of the amount payable on the 2029 Debentures upon acceleration is considered by a court to be unearned interest (through the allocation of the value of the instrument to the embedded warrant or otherwise), the court could disallow recovery of any such portion.

The holders of a majority in principal amount of the outstanding 2029 Debentures may waive all past defaults (except with respect to nonpayment of principal or interest or with respect to the failure to deliver the consideration due upon conversion) and rescind any such acceleration with respect to the 2029 Debentures and its consequences if (i) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing events of default, other than the nonpayment of the principal of and interest on the 2029 Debentures that have become due solely by such declaration of acceleration, have been cured or waived.

Each holder shall have the right to receive payment or delivery, as the case may be, of:

•  the principal (including the fundamental change repurchase price, if applicable) of;

•  accrued and unpaid interest, if any, on; and

•  the consideration due upon conversion of,

its 2029 Debentures, on or after the respective due dates expressed or provided for in the indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, and such right to receive such payment or delivery, as the case may be, on or after such respective dates shall not be impaired or affected without the consent of such holder.

Subject to the provisions of the indenture relating to the duties of the trustee, if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest when due, or the right to receive payment or delivery of the consideration due upon consideration, no holder may pursue any remedy with respect to the indenture or the 2029 Debentures unless:

(1) such holder has previously given the trustee notice that an event of default is continuing;

(2) holders of at least 25% in principal amount of the outstanding 2029 Debentures have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

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(5) the holders of a majority in principal amount of the outstanding 2029 Debentures have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding 2029 Debentures are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee.

The indenture provides that in the event an event of default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. Prior to taking any action under the indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

The indenture provides that if a default occurs and is continuing and is known to the trustee, the trustee must mail to each holder notice of the default within 90 days after it occurs. Except in the case of a default in the payment of principal of or interest on any 2029 Debenture or a default in the payment or delivery of the consideration due upon conversion, the trustee may withhold notice if and so long as a committee of trust officers of the trustee in good faith determines that withholding notice is in the interests of the holders. In addition, we are required to deliver to the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any default that occurred during the previous year. We are also required to deliver to the trustee, within 30 days after our knowledge of the occurrence thereof, written notice of any events which would constitute certain defaults, their status and what action we are taking or proposes to take in respect thereof.

Payments of the redemption price, fundamental change repurchase price, principal and interest that are not made when due will accrue interest per annum at the then-applicable interest rate from the required payment date.

Modification and amendment

Subject to certain exceptions, the indenture or the 2029 Debentures may be amended with the consent of the holders of at least a majority in principal amount of the 2029 Debentures then outstanding (including without limitation, consents obtained in connection with a repurchase of, or tender offer or exchange offer for, 2029 Debentures) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the 2029 Debentures then outstanding (including, without limitation, consents obtained in connection with a repurchase of, or tender offer or exchange offer for, 2029 Debentures). However, without the consent of each holder of an outstanding 2029 Debenture affected, no amendment may, among other things:

(1) reduce the amount of 2029 Debentures whose holders must consent to an amendment or waiver;

(2) reduce the rate of or extend the stated time for payment of interest on any 2029 Debenture;

(3) reduce the principal of or extend the stated maturity of any 2029 Debenture;

(4) make any change that adversely affects the conversion rights of any 2029 Debentures;

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(5) reduce the redemption price or the fundamental change repurchase price of any 2029 Debenture or amend or modify in any manner adverse to the holders of 2029 Debentures our obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(6) make any 2029 Debenture payable in money other than that stated in the 2029 Debenture;

(7) impair the right of any holder to receive payment of principal and interest on such holder’s 2029 Debentures on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s 2029 Debentures; or

(8) make any change to the subordination provisions of the indenture if such change would adversely affect the rights of holders.

Without the consent of any holder, we and the trustee may amend the indenture to:

(1) cure any ambiguity, omission, defect or inconsistency that does not materially adversely affect holders of the 2029 Debentures;

(2) provide for the assumption by a successor corporation of our obligations under the indenture;

(3) add guarantees with respect to the 2029 Debentures;

(4) secure the 2029 Debentures;

(5) add to our covenants for the benefit of the holders or surrender any right or power conferred upon us;

(6) make any change that does not materially adversely affect the rights of any holder;

(7) comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act; or

(8) conform the provisions of the indenture to the “Description of the 2029 Debentures” section of this prospectus.

Holders do not need to approve the particular form of any proposed amendment. It will be sufficient if such holders approve the substance of the proposed amendment. After an amendment under the indenture becomes effective, we are required to mail to the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect in the notice, will not impair or affect the validity of the amendment.

Discharge

We may satisfy and discharge our obligations under the indenture by delivering to the securities registrar for cancellation all outstanding 2029 Debentures or by depositing with the trustee or delivering to the holders, as applicable, after the 2029 Debentures have become due and payable, whether at the stated maturity, any fundamental change repurchase date, upon conversion or otherwise, cash and (in the case of conversion) common shares, if any, sufficient to pay all of the outstanding 2029 Debentures and paying all other sums payable under the indenture by us. Such discharge is subject to terms contained in the indenture.

Calculations in respect of 2029 Debentures

Except as otherwise provided above, we will be responsible for making all calculations called for under the 2029 Debentures. These calculations include, but are not limited to, determinations of the last reported sale prices of our common shares, accrued interest payable on the 2029 Debentures and the conversion rate of the 2029 Debentures. We will make all these calculations

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in good faith and, absent manifest error, our calculations will be final and binding on holders of 2029 Debentures. We will provide a schedule of our calculations to each of the trustee and the conversion agent, and each of the trustee and conversion agent is entitled to rely conclusively upon the accuracy of our calculations without independent verification. The trustee will forward our calculations to any holder of 2029 Debentures upon the request of that holder.

Reports

The indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must be filed by us with the trustee within 30 days after the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Documents filed by us with the SEC via the EDGAR system will be deemed to be filed with the trustee as of the time such documents are filed via EDGAR.

Trustee

U.S. Bank National Association is the trustee, security registrar, paying agent and conversion agent.

We maintain banking relationships in the ordinary course of business with the trustee and its affiliates and the trustee also serves as trustee of the 2009 Senior Notes.

No personal liability of shareholders, employees, officers and directors

None of our, or of any successor entity’s, direct or indirect shareholders, employees, officers or directors, as such, past, present or future, shall have any personal liability in respect of our obligations under the indenture or the 2029 Debentures solely be reason of his, her or its status as such shareholder, employee, officer or director.

Governing law

The indenture provides that it and the 2029 Debentures, and any claim, controversy or dispute arising under or related to the indenture or the 2029 Debentures, will be governed by and construed in accordance with the laws of the State of New York (without regard to the conflicts of laws provisions thereof that would result in the application of any law other than the laws of the State of New York).

Book-entry, settlement and clearance

The global 2029 Debentures

The 2029 Debentures will be initially issued in the form of one or more registered 2029 Debentures in global form, without interest coupons (the “global 2029 Debentures”). Upon issuance, each of the global 2029 Debentures will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in a global 2029 Debenture will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

•  upon deposit of a global 2029 Debenture with DTC’s custodian, DTC will credit portions of the principal amount of the global 2029 Debenture to the accounts of the DTC participants designated by the dealer manager; and

•  ownership of beneficial interests in a global 2029 Debenture will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC

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(with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global 2029 Debenture).

Beneficial interests in global 2029 Debentures may not be exchanged for 2029 Debentures in physical, certificated form except in the limited circumstances described below.

Book-entry procedures for the global 2029 Debentures

All interests in the global 2029 Debentures will be subject to the operations and procedures of DTC. We provide the following summary of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by that settlement system and may be changed at any time. Neither we nor the dealer manager is responsible for those operations or procedures.

DTC has advised us that it is:

•  a limited purpose trust company organized under the laws of the State of New York;

•  a “banking organization” within the meaning of the New York State Banking Law;

•  a member of the Federal Reserve System;

•  a “clearing corporation” within the meaning of the Uniform Commercial Code; and

•  a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the dealer manager; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global 2029 Debenture, that nominee will be considered the sole owner or holder of the 2029 Debentures represented by that global 2029 Debenture for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global 2029 Debenture:

•  will not be entitled to have 2029 Debentures represented by the global 2029 Debenture registered in their names;

•  will not receive or be entitled to receive physical, certificated 2029 Debentures; and

•  will not be considered the owners or holders of the 2029 Debentures under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global 2029 Debenture must rely on the procedures of DTC to exercise any rights of a holder of 2029 Debentures under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal and interest with respect to the 2029 Debentures represented by a global 2029 Debenture will be made by the trustee to DTC’s nominee as the registered holder of the global 2029 Debenture. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global 2029 Debenture, for any

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aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global 2029 Debenture will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

Certificated 2029 Debentures

Debentures in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related 2029 Debentures in accordance with procedures of DTC only if:

•  DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global 2029 Debentures and a successor depositary is not appointed within 90 days;

•  DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or

•  an event of default with respect to the 2029 Debentures has occurred and is continuing and such beneficial owner requests that its 2029 Debentures be issued in physical, certificated form.

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Description of capital stock

The following summary of certain provisions of our capital stock is not complete and is subject to, and qualified in its entirety by reference to, the relevant provisions of Ohio law, and by Convergys’ articles of incorporation and regulations, which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You may obtain a copy of our Amended Articles of Incorporation by the means described under “Where you can find more information.”

We are authorized to issue 505,000,000 shares of all classes of stock, 500,000,000 of which are common shares, without par value, and 5,000,000 of which are preferred shares, without par value, of which 4,000,000 are voting preferred shares. As of June 30, 2009, there were 122,849,920 common shares outstanding, excluding amounts held in treasury of 60,400,073, and no preferred shares issued and outstanding. All issued and outstanding common shares are fully paid and nonassessable. Any additional common shares and preferred shares that Convergys issues will be fully paid and nonassessable. No holders of shares of any class of our capital stock have pre-emptive rights nor the right to exercise cumulative voting in the election of directors.

Common shares

All common shares are entitled to participate equally in the dividends declared by our board of directors and upon liquidation, subject to the prior rights of any preferred shares. All common shares are fully paid and nonassessable. Each shareholder has one vote for each common share registered in the shareholder’s name. Our board of directors is divided into three classes as nearly equal in size as the total number of directors constituting the board permits. The shareholders or the directors may fix or change the number of directors from time to time.

Preferred shares

Our board of directors is authorized to issue preferred shares from time to time in series and to fix the dividend rate and dividend dates, liquidation price, redemption rights and redemption prices, sinking fund requirements, conversion rights, covenants, and certain other rights, preferences and limitations. Each series of preferred shares would rank, with respect to dividends and redemption and liquidation rights, senior to common shares. It is not possible to state the actual effect of the authorization of any series of preferred shares upon the rights of holders of the common shares until our board of directors determines the rights of the holders of one or more series of preferred shares. However, possible effects could include (a) restrictions on dividends on common shares, (b) dilution of the voting power of common shares to the extent that the voting preferred shares have voting rights or (c) inability of common shares to share in our assets upon liquidation until satisfaction of any liquidation preference granted to preferred shares.

Transfer agent

Computershare Investor Services, LLC is the transfer agent and registrar for our common shares.

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Description of differences between
the 2029 Debentures and the 2009 Senior Notes

The following description is a summary of the key differences among certain terms and provisions of the 2029 Debentures as compared to the 2009 Senior Notes. These statements do not purport to be complete and are qualified in their entirety by express reference to the respective indentures governing each of the 2029 Debentures and the 2009 Senior Notes, copies of which have been filed with the SEC and are available as described under “Where you can find more information.”

	2029 Debentures	2009 Senior Notes
Issuer	Convergys Corporation.	Same as 2029 Debentures.
Aggregate principal amount outstanding immediately prior to the Exchange Offer	None.	$192.6 million.
Denominations of issuance	Minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof.	Same as 2029 Debentures.
Interest rate	The per annum interest rate of the 2029 Debentures will be 5.75% (in addition to any contingent interest that may accrue at the rate and under the circumstances described in the immediately succeeding row and under “Description of the 2029 Debentures—Contingent interest”).	The per annum interest rate of the 2009 Senior Notes is 4.875%.
Contingent interest	Beginning with the semiannual interest period commencing on September 15, 2019, contingent interest will accrue on the 2029 Debentures during any semiannual interest period where the average trading price of a 2029 Debenture for the 10 trading days immediately preceding the first day of such semiannual period is greater than or equal to $1,500 per $1,000 principal amount of the 2029 Debentures, in which case contingent interest will accrue at a rate of 0.75% of such average trading price per annum.	The 2009 Senior Notes do not require the payment of contingent interest under any circumstances.

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	2029 Debentures	2009 Senior Notes
Maturity	The maturity date of the 2029 Debentures will be September 15, 2029, unless earlier repurchased, redeemed or converted.	The maturity date of the 2009 Senior Notes is December 15, 2009.
Ranking	The 2029 Debentures will be our unsecured junior obligations and will be subordinated in right of payment to our existing and future senior debt (as defined under “Description of the 2029 Debentures—Subordination”). In addition, the 2029 Debentures will be effectively subordinated to all existing and future liabilities, including trade payables, of our subsidiaries and any subsidiaries that we may in the future acquire or establish.	The 2009 Senior Notes are our unsecured senior obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the 2009 Senior Notes, including the 2029 Debentures; equal with all of our other unsecured senior indebtedness; and junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. In addition, the 2009 Senior Notes are effectively subordinated to all liabilities, including trade payables, of our subsidiaries and any subsidiaries that we may in the future acquire or establish.

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	2029 Debentures	2009 Senior Notes
Conversion rights	The 2029 Debentures will be convertible upon the occurrence of certain circumstances and subject to the conditions described under “Description of the 2029 Debentures—Conversion rights” into cash up to the aggregate principal amount of the 2029 Debentures being converted and our common shares (subject to our right to pay cash in respect of all or a portion of such shares) in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Debentures being converted.	None.
	The initial conversion rate of the 2029 Debentures will equal 1,000 divided by the initial conversion price. The initial conversion price will be a price specified in the indenture equal to the greater of (i) 125% of the “average VWAP,” rounded to four decimal places, and (ii) the Minimum Conversion Price of $11.93. The “average VWAP” means the arithmetic average of the “daily VWAP” for each trading day during the three trading day period ending on, and including, the second business day prior to the Expiration Date, rounded to four decimal places. The “daily VWAP” means for any trading day the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CVG.N

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2029 Debentures	2009 Senior Notes
<equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one common share on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The “daily VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. The conversion rate, and thus the conversion price, will be subject to adjustment as described in this prospectus.
In addition, following certain corporate events that occur prior to maturity, we will increase the conversion rate for a holder who elects to convert its 2029 Debentures in connection with such a corporate event in certain circumstances as described under “Description of the 2029 Debentures—Conversion rights—Adjustment to shares delivered upon conversion upon a make-whole fundamental change.”

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	2029 Debentures	2009 Senior Notes
Optional redemption	On or after September 15, 2019, we may redeem for cash all or part of the 2029 Debentures if the last reported sale price of our common shares has been at least 150% of the applicable conversion price for at least 20 trading days during any 30 consecutive trading day period immediately prior to the date on which we provide notice of redemption. The redemption price will equal 100% of the principal amount of the 2029 Debentures to be redeemed, plus accrued and unpaid interest (including contingent and additional interest), if any, to, but excluding, the redemption date (except as otherwise provided herein).	We may redeem the 2009 Senior Notes at any time at our option, in whole or in part, at a redemption price equal to the greater of: •   100% of the principal amount of the 2009 Senior Notes being redeemed; and •   the sum of the present values of the remaining scheduled payments of principal and interest on the 2009 Senior Notes being redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points.

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2029 Debentures	2009 Senior Notes
We may also redeem all or part of the 2029 Debentures for cash on or prior to September 15, 2010 if certain U.S. federal tax legislation, regulations or rules are enacted or are issued. The redemption price for any such redemption will be 101.5% of the principal amount of the 2029 Debentures being redeemed plus (i) accrued and unpaid interest (including additional interest), if any, to, but excluding, the redemption date (except as otherwise provided herein) and (ii) if the current conversion value of the 2029 Debentures being redeemed exceeds their initial conversion value, 95% of the amount determined by subtracting the initial conversion value of such 2029 Debentures from their current conversion value. See “Description of the 2029 Debentures—Optional redemption.”	We will also pay the accrued and unpaid interest on the 2009 Senior Notes to the redemption date.
We will give notice of any redemption not less than 40 nor more than 60 days before the redemption date by mail to the trustee, the paying agent and each holder of 2029 Debentures.

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	2029 Debentures	2009 Senior Notes
Fundamental change	If we undergo a “fundamental change” (as defined in this prospectus under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures”), subject to certain conditions, you will have the option to require us to purchase all or any portion of your 2029 Debentures that is equal to $1,000 or a multiple thereof. The fundamental change repurchase price will be 100% of the principal amount of the 2029 Debentures to be repurchased, plus any accrued and unpaid interest (including contingent and additional interest), if any, to, but excluding, the fundamental change purchase date (except as otherwise provided herein). The fundamental change repurchase price will be payable in cash unless we elect to pay the fundamental change repurchase price in our common shares as described above under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures.”	None.
Limitation on sale and lease-back transactions	The 2029 Debentures will not contain any limitation on sale and lease-back transactions.	Under the 2009 Senior Notes, neither we nor any of our subsidiaries are permitted to enter into any sale and lease-back transactions with respect to any assets (except for temporary leases, including renewals, of not more than one year), unless:

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	2029 Debentures	2009 Senior Notes
		•   it relates to any real property that we or any of our subsidiaries owned on the date of the indenture for the 2009 Senior Notes;
		•   we or such subsidiary would be permitted to secure indebtedness in an amount equal to the discounted value of the obligations for rental payments; or
		•   the proceeds of the sale of the assets to be leased are at least equal to the fair value of the property and the proceeds are applied to the purchase or acquisition of certain assets or the retirement of certain indebtedness.
Limitation on liens	The 2029 Debentures will not contain any limitation on liens.	Under the 2009 Senior Notes, neither we nor any of our subsidiaries are permitted to create, issue, incur, assume or guarantee certain types of secured debt, without securing the 2009 Senior Notes on an equal and ratable basis with any such debt. These limitations apply to debt secured by mortgages, pledges, liens and other encumbrances, subject to certain exceptions.
Events of default	Each of the following will be an event of default under the 2029 Debentures: •   default for 30 days in the payment of any interest;	Each of the following is an event of default under the 2009 Senior Notes: •   default for 30 days in the payment of any interest;
	•   default in the payment of principal (whether payable in cash or securities);	•   default in the payment of principal;

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2029 Debentures

2009 Senior Notes

•   our failure to comply our obligation to convert the 2029 Debentures in accordance with the terms of the indenture upon exercise of a holder’s conversion right; •   our failure to give a fundamental change notice as described under “Description of the 2029 Debentures—Fundamental change permits holders to require us to repurchase 2029 Debentures” or notice of a specified corporate transaction as described under “Description of the 2029 Debentures—Conversion upon specified corporate events,” in each case when due; •   our failure to comply with our obligations under “Description of the 2029 Debentures—Consolidation, merger and sale of assets;” •   our failure for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the 2029 Debentures then outstanding has been received to comply with any of its other agreements contained in the 2029 Debentures or indenture;

•   our failure for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the 2029 Debentures then outstanding has been received to comply with any of our other agreements contained in the 2009 Senior Notes or the indenture therefor; •   our failure to pay when due or a default that results in the acceleration of maturity of any other debt of ours or our subsidiaries in an aggregate amount of $40 million or more unless (i) the acceleration is rescinded, stayed or annulled, or (b) the debt has been discharged or, in the case of debt we are contesting in good faith, we set aside a bond, letter of credit, escrow deposit or other cash equivalent sufficient to discharge the debt within 30 days after written notice of default is given to us by the trustee or by holders of at least 25% in principal amount of the outstanding series of securities; or

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2029 Debentures

2009 Senior Notes

•   default by us or any of our subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50 million in the aggregate of us and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise; •   a final judgment for the payment of $50 million or more (excluding any amounts covered by insurance) rendered against us or any of our subsidiaries, which judgment is not paid, discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or

•   certain events of bankruptcy, insolvency, or reorganization of us. Like the 2029 Debentures, the 2009 Senior Notes permit the acceleration of the payment of the principal amount of the 2009 Senior Notes, plus accrued and unpaid interest, if any, upon the occurrence of an event of default, subject to certain conditions. However, under the 2009 Senior Notes, these amounts automatically become due and payable in the case of certain types of bankruptcy, reorganization or insolvency events of default involving us, and the occurrence of such certain types of bankruptcy, reorganization or insolvency events with respect to any of our subsidiaries will not constitute an event of default under the 2009 Senior Notes.

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	2029 Debentures	2009 Senior Notes
	•   certain events of bankruptcy, insolvency, or reorganization of us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X;
	If any event of default occurs, the principal amount of the 2029 Debentures, plus accrued and unpaid interest (including contingent and additional interest), if any, may be declared immediately due and payable, subject to certain conditions. However, these amounts automatically become due and payable in the case of certain types of bankruptcy, reorganization or insolvency events of default involving us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X.
	During certain periods and subject to certain conditions, the sole remedy for certain reporting defaults by us shall be the payment of additional interest.
Absence of a public market	We do not intend to list the 2029 Debentures on any national securities exchange. The 2029 Debentures will be a new issue of securities for which there is currently no public market.	The 2009 Senior Notes are not listed for trading on any national securities exchange.

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Material U.S. federal income tax considerations

The discussion below summarizes the material U.S. federal income tax consequences to holders of the 2009 Senior Notes of the exchange of 2009 Senior Notes pursuant to the Exchange Offer (the “Exchange”) and of the acquisition, ownership and disposition of the 2029 Debentures and, where noted, the common shares into which the 2029 Debentures are convertible. The discussion of U.S. federal income tax consequences below is based on the Internal Revenue Code of 1986, as amended (the “Code”), the applicable federal income tax regulations promulgated or proposed under the Code (the “Treasury Regulations”), judicial authorities, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this document and all of which are subject to change or differing interpretations, possibly with retroactive effect. The U.S. federal income tax consequences of the contemplated transactions are complex and are subject to significant uncertainties. We have not requested a ruling from the IRS or any other tax authority with respect to any of the tax aspects of the transactions described herein, and the discussion below is not binding upon the IRS or such other authorities. Thus, no assurances can be given that the IRS or such other authorities would not assert, or that a court would not sustain, a different position from any discussed herein.

This summary does not address foreign, state or local tax consequences, nor does it address the U.S. federal income tax consequences to subsequent holders of 2029 Debentures or to special classes of taxpayers (e.g., small business investment companies, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, banks and certain other financial institutions, insurance companies, tax-exempt organizations, retirement plans, holders that are, or hold notes through, partnerships or other pass-through entities for U.S. federal income tax purposes, U.S. persons whose functional currency is not the U.S. dollar, dealers in securities, traders in securities that elect to apply a mark-to-market method of accounting, expatriates and former long-term residents of the United States, persons subject to the alternative minimum tax, and persons holding notes that are a hedge against, or that are hedged against, currency risk or that are part of a straddle, constructive sale or other integrated transaction). In addition, this discussion does not address U.S. federal taxes other than income taxes. This discussion assumes that the 2009 Senior Notes are, and the 2029 Debentures will be, held as “capital assets” (generally, property held for investment) within the meaning of Section 1221 of the Code.

As used herein, the term “U.S. Holder” means a beneficial owner of 2009 Senior Notes or 2029 Debentures that is for U.S. federal income tax purposes:

•  an individual who is a citizen or resident of the United States;

•  a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•  an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•  a trust, if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

As used herein, a “Non-U.S. Holder” means a beneficial owner of 2009 Senior Notes or 2029 Debentures that is an individual, corporation, estate or trust and is not a U.S. Holder.

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Non-U.S. Holders are subject to special U.S. federal income tax provisions, some of which are discussed below.

If a partnership holds 2009 Senior Notes or 2029 Debentures, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership holding 2009 Senior Notes or 2029 Debentures or a partner in such a partnership, you should consult your own tax advisor.

The following discussion of material U.S. federal income tax consequences is not a substitute for careful tax planning and advice from your own tax advisor based upon your individual circumstances.

Classification of the 2029 Debentures

Under the indenture governing the 2029 Debentures, we and each holder of a 2029 Debenture will agree, for U.S. federal income tax purposes, to treat the 2029 Debentures as indebtedness that is subject to the Treasury Regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”) in the manner described below. The application of the Contingent Debt Regulations to instruments such as the 2029 Debentures, however, is uncertain in several respects. Any differing treatment could affect the amount, timing, and character of income, gain, or loss in respect of an investment in the 2029 Debentures.

Except as otherwise noted below, the remainder of this discussion assumes that the 2029 Debentures will be treated as indebtedness subject to the Contingent Debt Regulations and does not address any possible differing treatments of the 2029 Debentures. You should consult your tax advisor regarding the tax treatment of holding the 2029 Debentures.

Consequences to exchanging U.S. Holders

The Exchange

If you participate in the Exchange, you generally will exchange your 2009 Senior Notes for 2029 Debentures. However, you will also receive cash in lieu of any 2029 Debenture in a principal amount less than $1,000 you would otherwise receive (a “Fractional 2029 Debenture”). The U.S. federal income tax treatment of the receipt of cash in lieu of a Fractional 2029 Debenture in the Exchange is unclear. If you receive cash in lieu of a Fractional 2029 Debenture, you may be treated as if you had received a Fractional 2029 Debenture in the Exchange and immediately disposed of such Fractional 2029 Debenture for cash. Alternatively, cash received in lieu of a Fractional 2029 Debenture could be treated in the same manner as other consideration received in the Exchange. The remainder of this discussion assumes that you will be treated as having received the aggregate amount of 2029 Debentures to which you would otherwise have been entitled in the Exchange (including any Fractional 2029 Debenture) and then as having immediately disposed of any such Fractional 2029 Debenture for cash. You should consult your tax advisor regarding the treatment of cash received in lieu of a Fractional 2029 Debenture.

The U.S. federal income tax consequences of participating in the Exchange are unclear and will substantially depend upon whether the Exchange constitutes a “recapitalization.” The Exchange will constitute a recapitalization if both the 2009 Senior Notes and the 2029 Debentures are “securities” for U.S. federal income tax purposes. The determination of whether a debt obligation constitutes a “security” depends on an overall evaluation of the nature of the debt. One of the most significant factors considered in determining whether a particular debt obligation is a security is its original term to maturity. In general, debt obligations issued with a weighted average maturity at issuance of less than five years do not constitute securities, whereas debt obligations with a weighted average maturity at issuance of ten years or more constitute

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securities. The 2009 Senior Notes have a term to maturity of five years; the 2029 Debentures will have a term to maturity of twenty years. Because the application of these rules to the 2009 Senior Notes is unclear, you should consult your tax advisor regarding whether the 2009 Senior Notes constitute “securities” for these purposes.

Treatment of the Exchange as a recapitalization. If both the 2009 Senior Notes and the 2029 Debentures are treated as securities, the Exchange would be treated as a recapitalization. The application of the recapitalization provisions to debt instruments subject to the Contingent Debt Regulations is unclear. The application of the recapitalization provisions to any 2029 Debentures received (or deemed received) with a principal amount in excess of the principal amount of the 2009 Senior Notes surrendered in the Exchange is also unclear. Nevertheless, if the Exchange is treated as a recapitalization, we believe that you would recognize gain, but not loss, in an amount equal to the lesser of: (i) the excess, if any, of the issue price (see “—Issue Price of 2029 Debentures” below) of the 2029 Debentures you receive (including the issue price of any Fractional 2029 Debenture deemed to be received) over your adjusted tax basis in the 2009 Senior Notes that you exchange, and (ii) the fair market value of the excess of principal amount of the 2029 Debentures you receive, including any Fractional 2029 Debenture you are deemed to receive, over the principal amount of the 2009 Senior Notes that you surrender in the Exchange (the “2029 Excess Principal Debentures”).

Your adjusted tax basis in a 2009 Senior Note generally should equal the amount you paid for the 2009 Senior Note, increased by any market discount with respect to the 2009 Senior Note previously included in your gross income and decreased by any bond premium with respect to the 2009 Senior Note you previously amortized and by any payments you received on the 2009 Senior Note prior to the Exchange other than stated interest payments.

Except as discussed below, any recognized gain would generally be treated as capital gain and would be long-term capital gain if you held the 2009 Senior Notes for more than one year. If, however, you purchased the 2009 Senior Notes at a market discount, any gain recognized would be treated as ordinary income to the extent of the accrued market discount on the 2009 Senior Notes exchanged that accrued during the period that you held the 2009 Senior Notes and that you had not previously included in income pursuant to an election to include the market discount in income as it accrues. A 2009 Senior Note generally will be considered to have been acquired with market discount if the stated principal amount of the 2009 Senior Note at the time of acquisition exceeded your initial tax basis in the 2009 Senior Note (generally, its cost) by more than a statutory de minimis amount. Market discount accrues on a ratable basis unless you elect to accrue the market discount using a constant-yield method.

You would also recognize short-term capital gain or loss with respect to the deemed disposition of a Fractional 2029 Debenture in an amount equal to the difference between (i) the cash received in lieu of the Fractional 2029 Debenture and (ii) your tax basis in such Fractional 2029 Debenture.

Your initial tax basis in a 2029 Debenture received in the Exchange (other than any 2029 Excess Principal Debentures) would equal your adjusted tax basis in the 2009 Senior Notes that you exchanged, increased by the amount of any gain you recognized on the Exchange and reduced by the fair market value of any 2029 Excess Principal Debenture you receive or are deemed to receive in the Exchange. Your tax basis in any 2029 Excess Principal Debentures, including any Fractional 2029 Debenture, would equal the fair market value of the 2029 Excess Principal Debentures. Your holding period for the 2029 Debentures (excluding any 2029 Excess Principal Debentures) would include your holding period in the 2009 Senior Notes exchanged therefor.

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Your holding period for a 2029 Excess Principal Debenture would begin on the day after receipt of the 2029 Excess Principal Debenture for U.S. federal income tax purposes.

Treatment of the Exchange as a taxable exchange. If either the 2009 Senior Notes or the 2029 Debentures are not treated as securities for U.S. federal income tax purposes, the exchange of 2009 Senior Notes for 2029 Debentures, including any Fractional 2029 Debentures deemed received, would be a taxable exchange for U.S. federal income tax purposes and you would recognize gain or loss equal to the difference (if any) between (i) the issue price (see “—Issue Price of 2029 Debentures” below) of the 2029 Debentures received at the time of the Exchange and (ii) your adjusted tax basis in the 2009 Senior Notes exchanged.

Except as discussed below, gain or loss recognized by you would generally be capital gain or loss and would be long-term capital gain or loss if, at the time of the exchange, your holding period for the 2009 Senior Notes exchanged exceeds one year. Gain recognized would be treated as ordinary income to the extent of any market discount on the 2009 Senior Notes exchanged that accrued during the period that you held the 2009 Senior Notes and that you had not previously included in income pursuant to an election to include the market discount in income as it accrues. As noted above under “—Treatment of the Exchange as a recapitalization,” a 2009 Senior Note generally would be considered to have been acquired with market discount if the stated principal amount of the 2009 Senior Note at the time of acquisition exceeded your initial tax basis in the 2009 Senior Note (generally, its cost) by more than a statutory de minimis amount. A reduced tax rate may apply to individuals with long-term capital gains. The deductibility of capital losses is subject to limitations.

You would also recognize short-term capital gain or loss with respect to the deemed disposition of a Fractional 2029 Debenture in an amount equal to the difference, if any, between (i) the cash received in lieu of the Fractional 2029 Debenture and (ii) your adjusted tax basis in such Fractional 2029 Debenture.

Your initial tax basis in the 2029 Debentures received (including any Fractional 2029 Debentures deemed to be received) in a taxable exchange would equal their issue price at the time of the exchange. Your holding period for 2029 Debentures received in a taxable exchange would begin on the day after receipt of the 2029 Debentures for U.S. federal income tax purposes.

Issue Price of 2029 Debentures. The issue price of the 2029 Debentures will be equal to their fair market value as determined by the trading price of the 2029 Debentures as of the issue date, if the 2029 Debentures are “publicly traded,” or alternatively the trading price of the 2009 Senior Notes as of the issue date, if the 2029 Debentures are not “publicly traded” but the 2009 Senior Notes are. Although it is not certain, we believe that the 2009 Senior Notes are “publicly traded,” and the remainder of this discussion, including the discussion of the tax consequences of holding the 2029 Debentures under the Contingent Debt Regulations, assumes that one or both of the 2009 Senior Notes and the 2029 Debentures will be treated as “publicly traded.” You should consult your tax advisor regarding the determination of the issue price of the 2029 Debentures.

Cash received for accrued interest. Pursuant to the Exchange Offer, holders of 2009 Senior Notes will receive cash for accrued and unpaid interest on the 2009 Senior Notes. The cash received in satisfaction of accrued interest will be taxable to you as interest income (if not previously included in your gross income).

Ownership and disposition of 2029 Debentures

Accrual of income. Under the Contingent Debt Regulations, actual cash payments on the 2029 Debentures, including payments of contingent interest, if any, will not be reported separately as

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taxable income, but will be taken into account under such regulations. As discussed more fully below, the effect of applying these Contingent Debt Regulations will be to:

•  require you, regardless of your usual method of tax accounting, to use the accrual method with respect to the 2029 Debentures;

•  require you to accrue original issue discount at the comparable yield (as described below) which will be substantially in excess of the interest payments actually received by you; and

•  generally result in ordinary rather than capital treatment of any gain, and to some extent loss, on the sale, exchange, repurchase or redemption of the 2029 Debentures.

Subject to the adjustments described below under “—Adjustments to Interest Accruals and Projected Payments on the 2029 Debentures,” you will be required to accrue an amount of original issue discount, for each accrual period prior to and including the maturity date of the 2029 Debentures, that equals:

•  the product of: (i) the adjusted issue price (as defined below) of the 2029 Debentures as of the beginning of the accrual period, and (ii) the comparable yield (as defined below) of the 2029 Debentures, adjusted for the length of the accrual period;

•  divided by the number of days in the accrual period; and

•  multiplied by the number of days during the accrual period that you held the 2029 Debentures.

The initial issue price of a 2029 Debenture will be determined as described above under the heading ‘‘—Trading Status of the 2009 Senior Notes and the 2029 Debentures.” The adjusted issue price of a 2029 Debenture at any given time thereafter will be its initial issue price increased by any original issue discount previously accrued, determined without regard to any adjustments to original issue discount accruals described below under the heading “—Adjustments to Interest Accruals and Projected Payments on the 2029 Debentures,” and decreased by the projected amounts of any payments previously scheduled to be made with respect to the 2029 Debentures.

As described above, and subject to the adjustments described below under “—Adjustments to Interest Accruals and Projected Payments on the 2029 Debentures,” you will be required to include original issue discount in income each year, regardless of your usual method of tax accounting, based on the comparable yield of the 2029 Debentures. Pursuant to the Contingent Debt Regulations, we must determine the comparable yield of the 2029 Debentures based on the rate, as of the initial issue date, at which we would issue a fixed-rate, non-convertible debt instrument with no contingent payments but with terms and conditions otherwise similar to the 2029 Debentures. Accordingly, we have estimated that the comparable yield is an annual rate of 14.65%, compounded semi-annually. This estimate may differ from the comparable yield we determine as of the initial issue date. If the comparable yield were successfully challenged by the IRS, the redetermined yield could be materially greater or less than the comparable yield provided by us.

We are required to furnish to you the comparable yield and, solely for tax purposes, a projected payment schedule that includes the stated interest payments on the 2029 Debentures and estimates or “projects” the amount and timing of contingent interest payments and the payment at maturity on the 2029 Debentures, taking into account the cash and the fair market value of our common shares that might be paid upon a conversion of the 2029 Debentures at maturity. You may obtain the projected payment schedule by submitting a written request for it to us at our address set forth in “Where you can find more information.” By exchanging your

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2009 Senior Notes for the 2029 Debentures, pursuant to the indenture, you agree to be bound by our determination of the comparable yield and projected payment schedule.

The comparable yield and the projected payment schedule are not provided for any purpose other than the determination of your original issue discount and adjustments thereto in respect of the 2029 Debentures; they do not constitute a projection or representation regarding the actual or expected amount of the payments on a 2029 Debenture.

Adjustments to interest accruals and projected payments on the 2029 Debentures. If the actual contingent payments made on the 2029 Debentures differ from the projected contingent payments, adjustments to your original issue discount accruals will be made to account for the differences. If, during any taxable year, you receive actual payments with respect to the 2029 Debentures for that taxable year that in the aggregate exceed the total amount of projected payments for the taxable year, you will incur a positive adjustment equal to the amount of such excess. If you receive in a taxable year actual payments with respect to the 2029 Debentures for the taxable year that in the aggregate are less than the amount of projected payments for that taxable year, you will incur a negative adjustment equal to the amount of such deficit. For these purposes, the payment at the final maturity of the 2029 Debentures would include the fair market value of any of our common shares received upon conversion in that year, measured at the time such shares are received.

In addition, if your initial tax basis in your 2029 Debentures differs from the initial issue price of your 2029 Debentures (see the discussion above under the heading “—Issue Price”), which could occur if the Exchange is treated as a recapitalization (see the discussion above under the heading “—Treatment of the Exchange as a recapitalization”), you would be required to allocate such difference reasonably to the daily portions of original issue discount that accrues on your 2029 Debentures or projected payments on your 2029 Debentures in accordance with the provisions of the Contingent Debt Regulations. Generally, if your adjusted tax basis exceeds the adjusted issue price of your 2029 Debenture, the portion of such excess allocated to a daily portion of original issue discount or projected payment should be treated as a negative adjustment on the date the daily portion accrues or the payment is made. If your adjusted issue price exceeds your adjusted tax basis of your 2029 Debenture, the amount of such excess allocated to a daily portion of original issue discount or projected payment should be treated as a positive adjustment on the date the daily portion accrues or payment is made. On the date of an adjustment described in this paragraph, your adjusted tax basis in your 2029 Debenture should be reduced by the amount described in this paragraph treated as a negative adjustment and increased by the amount described in this paragraph treated as a positive adjustment.

The amount, if any, by which total positive adjustments on your 2029 Debentures in a taxable year exceed total negative adjustments on your 2029 Debentures in that year will be treated as additional interest income for that year. The amount, if any, by which total negative adjustments on your 2029 Debentures in a taxable year exceed total positive adjustments on your 2029 Debentures in a taxable year will be treated as follows:

•  first, a net negative adjustment will reduce the amount of original issue discount required to be accrued in the current taxable year;

•  second, any net negative adjustment that exceeds the amount of original issue discount otherwise accrued in the current taxable year will be treated as ordinary loss to the extent of your total prior original issue discount inclusions with respect to the 2029 Debentures, reduced to the extent such prior original issue discount was reduced by prior negative adjustments; and

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•  third, any excess net negative adjustment will be treated as a regular negative adjustment in the succeeding taxable year.

The rules governing the accrual of income on the 2029 Debentures are extremely complex, and you should consult your own tax advisor regarding the proper accrual of interest and adjustments thereto under the Contingent Debt Regulations.

Sale, exchange, conversion or redemption. Upon the sale, exchange, conversion or redemption of a 2029 Debenture (other than at the final maturity of the 2029 Debentures, as discussed above), you will recognize gain or loss equal to the difference between your amount realized and your adjusted tax basis in the 2029 Debentures. As a holder of a 2029 Debenture, you agree to treat the cash and fair market value of our common shares that you receive on conversion as a contingent payment. Any gain recognized on a 2029 Debenture generally will be treated as ordinary interest income. Loss from the disposition of a 2029 Debenture will be treated as ordinary loss to the extent of your prior net original issue discount inclusions with respect to the 2029 Debentures. Any loss in excess of that amount will be treated as capital loss. The deductibility of capital losses is subject to limitations.

Special rules apply in determining the adjusted tax basis of a 2029 Debenture. Your initial tax basis in a 2029 Debenture (as described above under the heading “—Exchange Offer”) will be increased by original issue discount you previously accrued on the 2029 Debentures (without taking into account any adjustments other than any positive adjustments occurring as a result of a difference between your adjusted tax basis in a 2029 Debenture and the adjusted issue price of a 2029 Debenture) and reduced by the projected amount of any payments previously scheduled to be made on the 2029 Debentures and any negative adjustments occurring as a result of a difference between your adjusted tax basis in a 2029 Debenture and the adjusted issue price of a 2029 Debenture.

Your adjusted tax basis in any of our common shares received upon conversion of a 2029 Debenture will be equal to the then current fair market value of such common shares. Your holding period for our common shares received will commence on the day following receipt of the common shares for U.S. federal income tax purposes and will not include any time during which you held the 2029 Debenture.

Constructive distributions. The conversion ratio of the 2029 Debentures may be adjusted in certain circumstances. Adjustments (or failures to make adjustments) that have the effect of increasing your proportionate interest in our assets or earnings may in some circumstances result in a deemed distribution to you. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of the interest of the holders of the 2029 Debentures, however, generally will not be considered to result in a deemed distribution to you. Certain of the possible conversion rate adjustments provided in the 2029 Debentures (including, without limitation, adjustments in respect of taxable dividends to holders of our common shares) will not qualify as being a bona fide reasonable anti-dilution adjustment. If such adjustment is made, you will be deemed to have received a distribution even though you have not received any cash or property as a result of such adjustment. Any deemed distribution will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules under the Code. It is not clear whether a constructive dividend deemed paid to non-corporate holders would be eligible for the current preferential rates of U.S. federal income tax applicable in respect of certain dividends or whether corporate holders would be entitled to claim the dividends-received deduction with respect to any such constructive dividends. You should consult your tax advisor concerning the tax treatment of such constructive dividends received by you.

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Ownership and disposition of our common shares

Dividends. Any distribution made on our common shares will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent that you receive a distribution that would otherwise constitute a dividend for U.S. federal income tax purposes but that exceeds our current and accumulated earnings and profits, such distribution will be treated first as a non-taxable return of capital reducing your tax basis in your shares. Any such distribution in excess of your tax basis in your shares (determined on a share-by-share basis) generally will be treated as capital gain. Subject to certain exceptions, dividends received by non-corporate U.S. Holders prior to January 1, 2011, will be taxed under current law at a maximum rate of 15%, provided that certain holding period and other requirements are satisfied. Any such dividends received after December 31, 2010 will be taxed at the rate applicable to ordinary income. U.S. Holders that are corporations generally will be eligible for the dividends-received deduction with respect to distributions constituting dividends if certain holding period and other requirements are satisfied.

Sale, redemption or repurchase. You generally will recognize capital gain or loss upon the sale, redemption or other taxable disposition of our common shares in an amount equal to the difference between your adjusted tax basis in the common shares and the sum of the cash plus the fair market value of any property received from such disposition. Such capital gain or loss will be long-term if your holding period in our common shares is more than one year at the time of disposition. A reduced tax rate on long-term capital gain may apply to non-corporate U.S. Holders. The deductibility of capital losses is subject to significant limitations.

Information reporting and backup withholding

Payments of interest (including OID) or dividends and any other reportable payments, possibly including amounts received pursuant to the Exchange and payments of proceeds from the sale, retirement or other disposition of our common shares or notes, may be subject to “backup withholding” (currently at a rate of 28%) if a recipient of those payments fails to furnish to the payor certain identifying information, and in some cases, a certification that the recipient is not subject to backup withholding. Backup withholding is not an additional tax. Any amounts deducted and withheld should generally be allowed as a credit against that recipient’s U.S. federal income tax, provided that appropriate proof is timely provided under rules established by the IRS. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments who is required to supply information but who does not do so in the proper manner. Backup withholding generally should not apply with respect to payments made to certain exempt recipients, such as corporations and financial institutions. Information may also be required to be provided to the IRS concerning payments, unless an exemption applies. You should consult your own tax advisor regarding your qualification for exemption from backup withholding and information reporting and the procedures for obtaining such an exemption.

Consequences to exchanging Non-U.S. Holders

The following is a summary of the U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder. Special rules may apply to certain Non-U.S. Holders such as “controlled foreign corporations” and “passive foreign investment companies.” Such Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

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The exchange

Consequences of the Exchange. Subject to the discussion below with respect to accrued interest, you generally will not be subject to U.S. federal income or withholding tax on any gain realized in the Exchange, unless (a) you are an individual who was present in the United States for 183 days or more during the taxable year and certain conditions are met; or (b) such gain is effectively connected with your conduct of a trade or business within the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by you in the United States).

If the first exception applies, to the extent that any gain is taxable (i.e., not deferred under the rules applicable to recapitalizations), you generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which your capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of disposition of the 2009 Senior Notes.

If the second exception applies, you generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. Holder, and, if you are a corporation for U.S. federal income tax purposes, you may also be subject to a branch profits tax with respect to earnings and profits effectively connected with a U.S. trade or business that are attributable to such gains at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty).

Accrued interest. Payments made to you pursuant to the Exchange that are attributable to accrued interest on the 2009 Senior Notes generally will not be subject to U.S. federal income or withholding tax, provided that the withholding agent has received or receives, prior to payment, appropriate documentation (generally, an IRS Form W-8BEN or a successor form) establishing that you are not a U.S. person, unless:

(i) you actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote;

(ii) you are a “controlled foreign corporation” that is a “related person” with respect to us (each, within the meaning of the Code); or

(iii) such interest is effectively connected with your conduct of a trade or business within the United States (in which case, so long as you provide a properly-executed IRS Form W-8ECI (or successor form) to the withholding agent, you (x) generally will not be subject to withholding tax, but (y) will be subject to U.S. federal income tax in the same manner as a U.S. Holder (unless an applicable income tax treaty provides otherwise), and if you are a corporation for U.S. federal income tax purposes, you may also be subject to a branch profits tax with respect to your effectively connected earnings and profits that are attributable to interest or OID at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty)).

If you do not qualify for exemption from withholding tax with respect to interest that is not effectively connected income, you generally will be subject to withholding at a 30% rate (or at a reduced rate or exemption from tax under an applicable income tax treaty) on any payments made to you pursuant the Exchange that are attributable to accrued interest. To claim the benefits of a treaty, you must provide a properly-executed IRS Form W-8BEN (or a successor form) prior to the payment. For purposes of providing a properly-executed IRS Form W-8BEN, special procedures are provided under applicable Treasury Regulations for payments through qualified foreign intermediaries or certain financial institutions that hold customers’ securities in the ordinary course of their trade or business.

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Ownership and disposition of the 2029 Debentures

Payments with respect to ownership and disposition of the 2029 Debentures. Subject to the discussion of backup withholding and information reporting below, payments of interest in respect of the 2029 Debentures (including amounts taken into income under the accrual rules described above under “Consequences to exchanging U.S. Holders—Ownership and disposition of the 2029 Debentures —Accrual of income,” a payment of cash and common shares pursuant to a conversion, and any gain from the sale or exchange of a 2029 Debenture that is treated as interest for this purpose) will not be subject to U.S. federal income or withholding tax, provided that:

•  you do not actually or constructively own 10% or more of the total combined voting power of all classes of our capital stock that are entitled to vote;

•  you are not a “controlled foreign corporation” that is, directly or indirectly, related to us through stock ownership;

•  we are not a United States real property holding corporation (a “USRPHC”); and

•  you: (i) provide your name and address and certify, under penalties of perjury, that you are not a U.S. person on IRS Form W-8BEN (or other applicable form); or (ii) hold your 2029 Debentures through certain foreign intermediaries and satisfy the certification requirements of applicable Treasury Regulations. Special certification rules apply to holders that are pass-through entities.

If the requirements described above are not satisfied, a 30% withholding tax will apply to the gross amount of interest (including original issue discount) on the 2029 Debentures that is paid to you, unless either: (i) an applicable income tax treaty reduces or eliminates such tax, in which case to avoid withholding, you must claim the benefit of that treaty by providing a properly completed and duly executed IRS Form W-8BEN (or suitable successor or substitute form) establishing qualification for benefits under the treaty, or (ii) the interest is effectively connected with your conduct of a trade or business in the United States, in which case to avoid withholding, you must provide an appropriate statement to that effect on a properly completed and duly executed IRS Form W-8ECI (or suitable successor form). With respect to the third requirement, we believe that we have not been, and we do not expect to become, a USRPHC for U.S. federal income tax purposes.

If you are engaged in a U.S. trade or business and interest (including original issue discount) in respect of a 2029 Debenture is effectively connected with the conduct of that trade or business, you will be required to pay U.S. federal income tax on that interest on a net income basis (and the 30% withholding described above will not apply, provided the appropriate statement is provided to us) generally in the same manner as a U.S. Holder. If you are eligible for the benefits of an income tax treaty between the United States and your country of residence, any interest income that is effectively connected with a U.S. trade or business will be subject to U.S. federal income tax in the manner specified by the treaty and generally will be subject to U.S. federal income tax only if such income is attributable to a permanent establishment (or a fixed base in the case of an individual) maintained by you in the United States. In addition, if you are a foreign corporation for U.S. federal income tax purposes, you may be subject to a branch profits tax equal to 30% (or a lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States.

Constructive dividends on 2029 Debentures. You generally will be subject to U.S. federal withholding tax at a 30% rate on income attributable to an adjustment to (or failure to make

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an adjustment to) the conversion rate of the 2029 Debentures that constitutes a constructive dividend as described in “Consequences to exchanging U.S. Holders—Ownership and disposition of 2029 Debentures—Constructive distributions” above, which tax may be withheld from interest, shares of common stock or proceeds subsequently paid or credited to you, unless either (i) an applicable income tax treaty between the United States and your country of residence reduces or eliminates such tax or (ii) the amount received is U.S. trade or business income, and, in each case, you comply with applicable certification requirements. In the case of the second exception, you generally will be subject to U.S. federal income tax with respect to the constructive dividend on a net income basis at regular graduated rates. Additionally, if you are a corporation, you could be subject to a branch profits tax on such income at a 30% or a lower rate if so specified in an applicable income tax treaty between the United States and your country of residence.

Ownership and disposition of our common shares

Dividends. Any distribution made on our common shares will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Except as described below, dividends paid on our common shares that are not effectively connected with your conduct of a U.S. trade or business will be subject to U.S. federal withholding tax at a rate of 30% (or a lower treaty rate or exemption from tax, if applicable). You generally will be required to satisfy certain IRS certification requirements in order to claim a reduction of or exemption from withholding under a tax treaty by filing IRS Form W-8BEN (or suitable successor form) upon which you certify, under penalties of perjury, your status as a non-U.S. person and your entitlement to the lower treaty rate or exemption from tax with respect to such payments. Dividends paid on our common shares that are effectively connected with your conduct of a U.S. trade or business (and if an income tax treaty applies, are attributable to a permanent establishment maintained by you in the United States) generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder, and, if you are a corporation for U.S. federal income tax purposes, you may also be subject to a branch profits tax with respect to your effectively connected earnings and profits that are attributable to the dividends at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty).

Sale, redemption or repurchase. You generally will not be subject to U.S. federal income or withholding tax on gain realized on the sale or other taxable disposition (including a cash redemption) of our common shares unless (1) you are an individual who was present in the United States for 183 days or more during the taxable year and certain conditions are met, (2) such gain is effectively connected with your conduct of a trade or business within the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by you in the United States) or (3) we are or have been a USRPHC at any time within the shorter of the five-year period preceding such disposition or your holding period.

If the first exception applies, you generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which your capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of disposition of our common shares.

If the second exception applies, you generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. Holder, and if you are a corporation for U.S. federal income tax purposes, you may also be subject to a branch profits tax with respect to earnings and profits effectively connected with a U.S. trade or business that are attributable to

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such gains at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty).

With respect to the third exception, as noted above, we believe that we have not been, and we do not expect to become, a USRPHC for U.S. federal income tax purposes.

Information reporting and backup withholding

You generally will not be subject to backup withholding with respect to payments of interest (including OID) or dividends and any other reportable payments, including amounts received pursuant to the Exchange Offer and payments of proceeds from the sale, retirement or other disposition of our common shares, as long as (1) the payor or broker does not have actual knowledge or reason to know that you are a U.S. person, and (2) you have furnished to the payor or broker a valid IRS Form W-8BEN (or a successor form) certifying, under penalties of perjury, your status as a non-U.S. person or otherwise established an exemption.

Any amounts withheld under the backup withholding rules from a payment should generally be allowed as a credit against your U.S. federal income tax liability, if any, or will otherwise be refundable, provided that the requisite procedures are followed and the proper information is filed with the IRS on a timely basis. You should consult your own tax advisor regarding your qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable. In addition to the foregoing, we generally must report to you and to the IRS the amount of interest (including OID) and dividends paid to you during each calendar year and the amount of tax, if any, withheld from such payments. Copies of the information returns reporting such amounts and withholding may be made available by the IRS to the tax authorities in the country in which you are a resident under the provision of an applicable income tax treaty or other agreement.

Tax consequences to non-exchanging holders

Because the terms of the 2009 Senior Notes will not be modified in connection with the Exchange Offer, the Exchange will not have any U.S. federal income tax consequences for holders of 2009 Senior Notes who do not tender their 2009 Senior Notes or whose 2009 Senior Notes are not accepted for the Exchange.

ERISA Considerations

This summary is general in nature and does not address every issue pertaining to ERISA or the Code that may be applicable to us, the 2029 Debentures, or a particular investor. Accordingly, each prospective investor should consult with its own counsel in order to understand the ERISA-related issues that affect or may affect the investor with respect to this investment. Furthermore, the Exchange Offer is not a representation by the issuer that an acquisition of the 2029 Debentures meets all legal requirements applicable to investments by employee benefit plans or that such an investment is appropriate for any particular employee benefit plan.

The 2029 Debentures may be purchased and held by, or with the assets of, an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or an individual retirement account or other plan subject to Section 4975 of the Code. A fiduciary of an employee benefit plan subject to Title I of ERISA must determine whether the purchase and holding of a 2029 Debenture is consistent with its fiduciary duties under ERISA. The fiduciary of a plan subject to Title I of ERISA, as well as any other prospective investor subject to Section 4975 of the Code or any similar law, must also consider whether its purchase and holding of the 2029 Debentures will result in a non-exempt prohibited transaction

127

as defined in Section 406 of ERISA or Section 4975 of the Code or otherwise violate or result in an excise or penalty tax under any similar law governing its investment in the 2029 Debentures. Due to these considerations, each purchaser and transferee of a 2029 Debenture who is subject to ERISA and/or Section 4975 of the Code or a similar law will be deemed to have represented by its acquisition and holding of the 2029 Debentures that its acquisition and holding of the 2029 Debentures does not constitute or give rise to a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or otherwise violate or result in an excise or penalty tax under any similar law governing its investment in the 2029 Debentures.

Interests of directors and executive officers

To our knowledge, none of our directors, executive officers or controlling persons, or any of their affiliates, beneficially own any 2009 Senior Notes. Neither we nor any of our subsidiaries nor, to our knowledge, any of our directors, executive officers or controlling persons, nor any affiliates of the foregoing, have engaged in any transaction in the 2009 Senior Notes during the 60 days prior to the date hereof.

The Dealer Manager

The Dealer Manager for the Exchange Offer is J.P. Morgan Securities Inc. The address and telephone number for the Dealer Manager are set forth on the back cover of this prospectus. The Dealer Manager for the Exchange Offer will perform services customarily provided by investment banking firms acting as Dealer Manager of exchange offers of a like nature, including, but not limited to, soliciting tenders of 2009 Senior Notes pursuant to the Exchange Offer and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other persons, including the holders of the 2009 Senior Notes. The Dealer Manager will receive customary compensation for such services and will be reimbursed for reasonable out-of-pocket expenses incurred in performing its services. We have also agreed to indemnify the Dealer Manager against certain claims and liabilities, including those that may arise under the U.S. federal securities laws.

The Dealer Manager and its affiliates have rendered, and the Dealer Manager may in the future render, various investment banking, lending and commercial banking services and other advisory services to us and our subsidiaries. The Dealer Manager has received, and the Dealer Manager may in the future receive, customary compensation from us and our subsidiaries for such services.

The Dealer Manager and its affiliates may from time to time hold 2009 Senior Notes, our common shares and other securities of ours in their proprietary accounts, which holdings may be substantial. The Dealer Manager and its affiliates currently hold 2009 Senior Notes, and, to the extent they own 2009 Senior Notes in these accounts at the time of the Exchange Offer, the Dealer Manager and its affiliates may tender such 2009 Senior Notes for exchange pursuant to the Exchange Offer. During the course of the Exchange Offer and subject to applicable law, the Dealer Manager and its affiliates may trade 2009 Senior Notes and our common shares or effect transactions in other securities of ours for their own account or for the accounts of their customers. As a result, the Dealer Manager and its affiliates may hold a long or short position in the 2009 Senior Notes, our common shares or other of our securities.

The Exchange Agent

We have appointed U.S. Bank National Association as the Exchange Agent for the Exchange Offer. We have agreed to pay the Exchange Agent reasonable and customary fees for its services

128

and will reimburse it for its reasonable out-of-pocket expenses in connection with the Exchange Offer. We have also agreed to indemnify the Exchange Agent against certain claims and liabilities, including those that may arise under the U.S. federal securities laws. All completed letters of transmittal and requests for assistance in connection with the tender of your 2009 Senior Notes, should be directed to the Exchange Agent as set forth on the back cover of this prospectus.

DELIVERY OF A LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN THAT OF THE EXCHANGE AGENT AS SET FORTH ON THE BACK COVER OF THIS PROSPECTUS IS NOT A VALID DELIVERY.

The Information Agent

The Information Agent for the Exchange Offer is D.F. King & Co., Inc. Its address and telephone number are set forth on the back cover of this prospectus. We have agreed to pay the Information Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the Exchange Offer. We have also agreed to indemnify the Information Agent against certain claims and liabilities, including those that may arise under the U.S. federal securities laws. Any requests for assistance in connection with the Exchange Offer or for additional copies of this prospectus, the related letter of transmittal and other materials related to this Exchange Offer, including the form of notice of guaranteed delivery and the form of notice of withdrawal, should be directed to the Information Agent at the addresses set forth on the back cover of this prospectus.

Legal matters

The validity of the 2029 Debentures issuable in the Exchange Offer will be passed upon for us by Jones Day. The validity of the 2029 Debentures issuable in the Exchange Offer will be passed upon for the Dealer Manager by Davis Polk & Wardwell LLP.

Experts

The consolidated financial statements of Convergys Corporation appearing in Convergys Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (including the schedule appearing therein) and the effectiveness of Convergys Corporation’s internal control over financial reporting as of December 31, 2008, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

129

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Overnight Delivery or Mail
(Registered or Certified Mail Recommended):
US Bank National Association
60 Livingston Ave
Attention Specialized Finance
St Paul MN 55107 By Hand:
US Bank National Association
60 Livingston Ave
1st floor — Bond drop window
St Paul MN 55107 By Facsimile Transmission:
(651) 495-8097
Attention Specialized Finance
Confirm by Telephone:
(800) 934-6802

The Information Agent for the Exchange Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, New York 10005

Banks and brokers call collect: (212) 269-5550

All others call toll free: (800) 290-6427

Additional copies of this prospectus, the letter of transmittal or other exchange offer materials may be obtained from the Information Agent and will be furnished at our expense. Questions and requests for assistance regarding the procedures to be followed for tendering your 2009 Senior Notes should be directed to the Information Agent. For all other questions, please contact the Dealer Manager.

The Dealer Manager for the Exchange Offer is:

J.P. Morgan Securities Inc.
383 Madison Avenue, 5^th Floor
New York, NY 10179
(800) 261-5767

PART II

INFORMATION NOT REQUIRED IN DOCUMENT

Item 20.  Indemnification Of Officers And Directors

Convergys Corporation is an Ohio corporation. Section 1701.13(E) of the Ohio Revised Code permits the Company to indemnify any current or former director, officer, agent or employee, or any person who is serving or has served at the Company’s request as a director, trustee, officer, agent or employee of another corporation, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with the defense of any pending, threatened or completed action, criminal or civil, to which he or she is or is threatened to be made a party by reason of having been such director, trustee, officer, agent or employee, provided that he or she is determined to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company or such other corporation and that in any matter which is the subject of criminal action he or she has no reasonable cause to believe that his or her conduct was unlawful.

The same standards apply in an action or suit by or in the right of the Company or such other corporation, except that no indemnification is available if such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company or such other corporation unless and to the extent that a court determines that in view of all the circumstances he or she is fairly and reasonably entitled to indemnity for expenses the court deems proper. The Company cannot indemnify a director with respect to any action or suit where the only liability asserted against the director is pursuant to Ohio Revised Code Section 1701.95, which imposes liability upon directors who vote for or assent to, among other things, improper dividends, redemptions, dividends or loans.

Unless otherwise ordered by a court, a determination of whether such indemnification is proper in the circumstances shall be made according to applicable standards of conduct by (i) a majority vote of a quorum of disinterested directors of the Company acting without those who seek indemnification, (ii) if such a quorum is not available or if such a majority vote so directs, in a written opinion by independent counsel, (iii) by the shareholders, (iv) by a court of common pleas, or (v) by the court in which the proceeding is brought. Depending on the person involved, the circumstances and the type of undertaking to be received from the person to be indemnified, the Company either must or may pay the expenses of an action, including attorneys’ fees incurred by such person, in advance of final disposition of such action.

Section 1701.13(E) of the Ohio Revised Code gives a corporation incorporated under the laws of Ohio authority to indemnify or agree to indemnify its directors and officers, against certain liabilities they may incur in such capacities in connection with Indemnification under the above provisions by the Company may continue as to any person who has ceased to be a director, trustee, officer, agent or employee and may inure to the benefit of his or her heirs, executors and administrators. The Company may purchase and maintain insurance or furnish similar protection on behalf of any person (qualified to be indemnified) against any liability asserted against such person, and incurred by such person in or arising out of his or her indemnifiable status, whether or not the Company would have the power to indemnify him or her against such liability.

The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under the Company’s Amended

II-1

Articles of Incorporation, the Company’s Amended and Restated Code of Regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise.

There are no provisions in the Company’s Amended Articles of Incorporation by which an officer or director of the Company may be indemnified against any liability which he or she may incur in his or her capacity as such. However, the Company has indemnification provisions in its Amended and Restated Code of Regulations which provide that the Company will, to the full extent permitted by Ohio law, indemnify all persons whom it may indemnify pursuant thereto.

The Company provides liability insurance for its directors and officers for certain losses arising from certain claims and charges, including claims and charges under the Securities Act of 1933, which may be made against such persons while acting in their capacities as directors and officers of the Company.

Item 21.  Exhibits And Financial Statement Schedules

(a) Exhibits. The following exhibits are filed as part of this Registration Statement:

Exhibit
No.			Description of Exhibit
	3	.1	Amended Articles of Incorporation of the Company. (Incorporated by reference from Exhibit 3.1 to Form S-3 Registration Statement (File No. 333-43404) filed on August 10, 2000)
	3	.2	Amended and Restated Code of Regulations of the Company. (Incorporated by reference from Exhibit 3.2 to Form 10-Q filed on May 5, 2009)
	4	.1	Form of 5.75% Junior Convertible Subordinated Debentures Indenture by and between Convergys Corporation and U.S. Bank National Association, as Trustee
	4	.2	Indenture, by and between Convergys Corporation and Chase Manhattan Trust Company, National Association, as trustee. (Incorporated by reference from Exhibit 4.1 to Form S-3 (File No. 333-43404) filed on August 8, 2000)
	4	.3	Supplemental Indenture No. 1 for the $250,000,000 of 4.875% Senior Notes dated December 21, 2004, by and between Convergys Corporation and U.S. Bank National Association, as Trustee (successor in interest to J.P. Morgan Trust Company, National Association, as original trustee) (Incorporated by reference from Exhibit 4.2 to Form 8-k filed on December 22, 2004)
	4	.4	Form of 4.875% Senior Notes due 2009 (included in Exhibit 4.2)
	4	.5	Form of 5.75% Junior Subordinated Convertible Debentures due 2029 (included in Exhibit 4.1)
	5	.1	Opinion of Jones Day
	8	.1	Tax Opinion of Jones Day
	12	.1	Statement regarding computation of ratios
	23	.1	Consent of Ernst & Young LLP
	23	.2	Consent of Jones Day (included in Exhibit 5.1)
	23	.3	Consent of Jones Day (included in Exhibit 8.1)
	24	.1+	Power of Attorney
	25	.1	Form T-1
	99	.1	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery

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Exhibit
No.			Description of Exhibit
	99	.3	Form of Notice of Withdrawal
	99	.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99	.5	Form of Letter to Clients

+  Previously filed.

(b) Financial Statement Schedules. Incorporated herein by reference to Item 8 of the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008.

Item 22.  Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or

II-3

prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on September 9, 2009.

CONVERGYS CORPORATION

By:  /s/  Kevin C. O’Neil

Name:     Kevin C. O’Neil

Title:  Executive Counsel-Mergers & Acquisitions

Signature	Title	Date
* David F. Dougherty	President, Chief Executive Officer and Director (Principal Executive Officer)	September 9, 2009
+ Earl C. Shanks	Chief Financial Officer (Principal Financial Officer)	September 9, 2009
/s/  Timothy M. Wesolowski Timothy M. Wesolowski	Senior Vice President—Finance and Controller	September 9, 2009
* Zoë Baird	Director	September 9, 2009
* John F. Barrett	Director	September 9, 2009
* Willard W. Brittain, Jr.	Director	September 9, 2009
* Richard R. Devenuti	Director	September 9, 2009
* David B. Dillon	Director	September 9, 2009
Jeffrey H. Fox	Director	September 9, 2009
* Joseph E. Gibbs	Director	September 9, 2009
* Thomas L. Monahan III	Director	September 9, 2009
* Ronald L. Nelson	Director	September 9, 2009

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Signature	Title	Date
* Philip A. Odeen	Director	September 9, 2009
* Barry Rosenstein	Director	September 9, 2009
* Richard F. Wallman	Director	September 9, 2009
* David R. Whitwam	Director	September 9, 2009

* The undersigned, pursuant to a power of attorney, executed by each of the officers and directors above and filed with the SEC herewith, by signing his name hereto, does hereby sign and deliver this Registration Statement on behalf of the persons noted above in the capacities indicated.

By:  /s/  Kevin C. O’Neil

Name:     Kevin C. O’Neil

Title: Executive Counsel — Mergers & Acquisitions

+ The undersigned, pursuant to a power of attorney, executed by each of the officers and directors above and filed with the SEC herewith, by signing his name hereto, does hereby sign and deliver this Registration Statement on behalf of the persons noted above in the capacities indicated.

By:  /s/  Timothy M. Wesolowski

Name:     Timothy M. Wesolowski

Title: Senior Vice President — Finance and Controller

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EXHIBIT INDEX

Exhibit
No.			Description of Exhibit
	3	.1	Amended Articles of Incorporation of the Company. (Incorporated by reference from Exhibit 3.1 to Form S-3 Registration Statement (File No. 333-43404) filed on August 10, 2000)
	3	.2	Amended and Restated Code of Regulations of the Company. (Incorporated by reference from Exhibit 3.2 to Form 10-Q filed on May 5, 2009)
	4	.1	Form of 5.75% Junior Convertible Subordinated Debentures Indenture by and between Convergys Corporation and U.S. Bank National Association, as Trustee
	4	.2	Indenture, by and between Convergys Corporation and Chase Manhattan Trust Company, National Association, as trustee. (Incorporated by reference from Exhibit 4.1 to Form S-3 (File No. 333-43404) filed on August 8, 2000)
	4	.3	Supplemental Indenture No. 1 for the $250,000,000 of 4.875% Senior Notes dated December 21, 2004, by and between Convergys Corporation and U.S. Bank National Association, as Trustee (successor in interest to J.P. Morgan Trust Company, National Association, as original trustee) (Incorporated by reference from Exhibit 4.2 to Form 8-k filed on December 22, 2004)
	4	.4	Form of 4.875% Senior Notes due 2009 (included in Exhibit 4.2)
	4	.5	Form of 5.75% Junior Subordinated Convertible Debentures due 2029 (included in Exhibit 4.1)
	5	.1	Opinion of Jones Day
	8	.1	Tax Opinion of Jones Day
	12	.1	Statement regarding computation of ratios
	23	.1	Consent of Ernst & Young LLP
	23	.2	Consent of Jones Day (included in Exhibit 5.1)
	23	.3	Consent of Jones Day (included in Exhibit 8.1)
	24	.1+	Power of Attorney
	25	.1	Form T-1
	99	.1	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery
	99	.3	Form of Notice of Withdrawal
	99	.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99	.5	Form of Letter to Clients

+ Previously filed.

EX-4.1

Exhibit 4.1

CONVERGYS CORPORATION
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

Indenture

Dated as of [October __], 2009

5.75% Junior Subordinated Convertible Debentures due 2029

TABLE OF CONTENTS

	Page
ARTICLE 1
Definitions and Other Provisions of General Application
Section 1.01. Definitions		6
Section 1.02. Compliance Certificates and Opinions		18
Section 1.03. Form of Documents Delivered to Trustee		19
Section 1.04. Acts of Holders; Record Dates		20
Section 1.05. Notices, Etc., to Trustee and Company		20
Section 1.06. Notice to Holders; Waiver		21
Section 1.07. Conflict with Trust Indenture Act		21
Section 1.08. Effect of Headings and Table of Contents		21
Section 1.09. Successors and Assigns		22
Section 1.10. Severability Clause		22
Section 1.11. Benefits of Indenture		22
Section 1.12. Governing Law; Waiver of Jury Trial		22
Section 1.13. Legal Holiday		22
Section 1.14. Force Majeure		22
Section 1.15. U.S.A. Patriot Act		22
Section 1.16. Execution in Counterparts		23
Section 1.17. Calculations		23
Section 1.18. Limitation on Individual Liability		23
ARTICLE 2
Issue, Description, Execution, Registration and Exchange of Securities
Section 2.01. Title and Terms; Payments		24
Section 2.02. Denominations		24
Section 2.03. Execution, Authentication, Delivery and Dating		24
Section 2.04. Temporary Securities		25
Section 2.05. Registration; Registration of Transfer and Exchange		25
Section 2.06. Mutilated, Destroyed, Lost and Stolen Securities		27
Section 2.07. Persons Deemed Owners		27
Section 2.08. Book-Entry Provisions for Global Securities		28
Section 2.09. Cancellation and Transfer Provisions		29
Section 2.10. CUSIP Numbers		29
Section 2.11. Additional Securities; Repurchases		29
ARTICLE 3
Interest
Section 3.01. Generally		30

i 

	Page
Section 3.02. Contingent Interest		31
Section 3.03. Bid Solicitation Agent’s Responsibilities in Respect of Contingent Interest		32
Section 3.04. Payment of Contingent Interest		32
Section 3.05. Contingent Interest Notification		32
Section 3.06. Defaulted Amounts		32
ARTICLE 4
Subordination
Section 4.01. Agreement of Subordination		33
Section 4.02. Payments to Holders		33
Section 4.03. Subrogation of Securities		36
Section 4.04. Authorization to Effect Subordination		37
Section 4.05. Notice to Trustee		37
Section 4.06. Trustee’s Relation to Senior Debt		38
Section 4.07. No Impairment of Subordination		38
Section 4.08. No Impairment of Conversion Right		38
Section 4.09. Article Applicable to Paying Agents		38
Section 4.10. Senior Debt Entitled to Rely		39
ARTICLE 5
Covenants
Section 5.01. Payments and Deliveries		39
Section 5.02. Maintenance of Office or Agency		39
Section 5.03. Appointments to Fill Vacancies in Trustee’s Office		40
Section 5.04. Money and Common Shares for Payments and Deliveries on Securities to be Held in Trust	40
Section 5.05. Statement by Officers as to Default		41
Section 5.06. Existence		41
Section 5.07. Book-Entry System		41
Section 5.08. Additional Interest		41
Section 5.09. Commission Filings And Reports		42
Section 5.10. Stay, Extension and Usury Laws		42
Section 5.11. Further Instruments and Acts		42
Section 5.12. Tax Treatment of the Securities		42
Section 5.13. Certain Distributions and Dividends		43
ARTICLE 6
Redemption
Section 6.01. Right to Redeem; Notices to Trustee		43
Section 6.02. Selection of Securities to Be Redeemed		44
Section 6.03. Redemption Notice		44
Section 6.04. Effect of Redemption Notice		45

ii 

	Page
Section 6.05. Deposit of Redemption Price		45
Section 6.06. Securities Redeemed in Part		46
ARTICLE 7
Fundamental Changes and Repurchases Thereupon
Section 7.01. Repurchase at Option of Holders Upon a Fundamental Change		46
Section 7.02. Effect of Fundamental Change Repurchase Notice		51
Section 7.03. Withdrawal of Fundamental Change Repurchase Notice		52
Section 7.04. Deposit of Fundamental Change Repurchase Price		52
Section 7.05. Securities Repurchased in Whole or in Part		52
Section 7.06. Covenant to Comply With Securities Laws Upon Repurchase of Securities		53
Section 7.07. Repayment to the Company		53
ARTICLE 8
Conversion
Section 8.01. Conversion Right		53
Section 8.02. Settlement Upon Conversion; Conversion Procedure		56
Section 8.03. Adjustment of Conversion Rate		58
Section 8.04. Shares to Be Fully Paid		66
Section 8.05. Adjustments of Average Prices		66
Section 8.06. Adjustment to Shares Delivered Upon Conversion Upon a Make-Whole Fundamental Change		67
Section 8.07. Effect of Recapitalizations, Reclassifications and Changes to the Common Shares		69
Section 8.08. Certain Covenants		71
Section 8.09. Responsibility of Trustee		71
Section 8.10. Notice to Holders Prior to Certain Actions		72
Section 8.11. Shareholder Rights Plans		72
Section 8.12. Exchange in Lieu of Conversion		73
Section 8.13. Limit on Issuance of Common Shares upon Conversion		73
ARTICLE 9
Events of Default; Remedies
Section 9.01. Events of Default		74
Section 9.02. Acceleration of Stated Maturity; Rescission and Annulment		76
Section 9.03. Additional Interest		76
Section 9.04. Collection of Indebtedness and Suits for Enforcement by Trustee		77
Section 9.05. Trustee May File Proofs of Claim		77
Section 9.06. Application of Money Collected		77
Section 9.07. Limitation on Suits		78
Section 9.08. Unconditional Right of Holders to Receive Payment and Consideration Due Upon Conversion		78

iii 

	Page
Section 9.09. Restoration of Rights and Remedies		79
Section 9.10. Rights and Remedies Cumulative		79
Section 9.11. Delay or Omission Not Waiver		79
Section 9.12. Control by Holders		79
Section 9.13. Waiver of Past Defaults		80
Section 9.14. Undertaking for Costs		80
ARTICLE 10
Consolidation, Merger, Sale, Conveyance, Transfer Or Lease
Section 10.01. Company May Consolidate, etc., Only on Certain Terms		80
Section 10.02. Successor Substituted		81
ARTICLE 11
The Trustee
Section 11.01. Certain Duties and Responsibilities		82
Section 11.02. Notice of Defaults		82
Section 11.03. Certain Rights of Trustee		82
Section 11.04. Not Responsible for Recitals		84
Section 11.05. May Hold Securities		84
Section 11.06. Money Held in Trust		84
Section 11.07. Compensation, Reimbursement; Indemnification		84
Section 11.08. Disqualification; Conflicting Interests		85
Section 11.09. Corporate Trustee Required; Eligibility		85
Section 11.10. Resignation and Removal; Appointment of Successor		86
Section 11.11. Acceptance of Appointment by Successor		87
Section 11.12. Merger, Conversion, Consolidation or Succession to Business		87
Section 11.13. Preferential Collection of Claims against the Company		88
ARTICLE 12
Holders’ Lists And Reports By Trustee
Section 12.01. Company to Furnish Trustee Names and Addresses of Holders		88
Section 12.02. Preservation of Information; Communications to Holders		88
Section 12.03. Reports By Trustee		88
ARTICLE 13
Satisfaction And Discharge
Section 13.01. Satisfaction and Discharge of Indenture		89
Section 13.02. Deposited Monies and Common Shares, if any, to Be Held in Trust by Trustee		89
Section 13.03. Reinstatement		90

iv 

	Page
ARTICLE 14
Supplemental Indentures
Section 14.01. Supplemental Indentures Without Consent of Holders		90
Section 14.02. Supplemental Indentures with Consent of Holders		91
Section 14.03. Execution of Supplemental Indentures		91
Section 14.04. Notice of Supplemental Indenture		92
Section 14.05. Effect of Supplemental Indentures		92
Section 14.06. Conformity with Trust Indenture Act		92
Section 14.07. Reference in Securities to Supplemental Indentures		92
EXHIBIT
Exhibit A      Form of Security		A-1

v 

     INDENTURE, dated as of [October ___], 2009, between Convergys Corporation, a corporation duly organized and existing under the laws of the State of Ohio, as Issuer (the “Company”), having its principal office at 201 East Fourth Street, Cincinnati, OH 45202, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the creation of an issuance of its 5.75% Junior Subordinated Convertible Debentures due 2029 (each a “Security” and collectively, the “Securities”) of the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture; and

     WHEREAS, all things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with the terms of the Securities and this Indenture, have been done;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Securities by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1
Definitions and Other Provisions of General Application

     Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

     (i) the terms defined in this Section 1.01 have the meanings assigned to them in this Section 1.01 and include the plural as well as the singular;

     (ii) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

     (iii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and

     (iv) the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

     “Acquiror Securities” means securities of the acquiror that are Publicly Traded Securities.

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     “Act,” when used with respect to any Holder, has the meaning specified in Section 1.04(a).

     “Additional Interest” means all amounts, if any, payable pursuant to Section 9.03.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Agent Members” has the meaning specified in Section 2.08(a).

     “Bid Solicitation Agent” means the Person appointed by the Company to solicit bids for the Trading Price of the Securities in accordance with Section 3.02(b) and Section 8.01(b). The Trustee shall initially act as the Bid Solicitation Agent.

     “Board of Directors” means, with respect to any Person, either the board of directors of such Person or any duly authorized committee of that board.

     “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

     “Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

     “Capital Stock” means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

     “Cash Percentage” shall have the meaning specified in Section 8.02(b).

     “Cash Percentage Notice” shall have the meaning specified in Section 8.02(b).

     “Clause A Distribution” shall have the meaning specified in Section 8.03(c).

     “Clause B Distribution” shall have the meaning specified in Section 8.03(c).

     “Clause C Distribution” shall have the meaning specified in Section 8.03(c).

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     “close of business” means 5:00 p.m. (New York City time).

     “Commission” means the Securities and Exchange Commission, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

     “Common Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

     “Common Shares” means, subject to Section 8.07, the common shares, no par value per share, of the Company as they exist on the date of this Indenture.

     “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

     “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or any Vice President, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

     “Contingent Debt Regulations” has the meaning specified in Section 5.12.

     “Contingent Interest” has the meaning specified in Section 3.02(a).

     “Conversion Agent” means the Trustee or such other office or agency designated by the Company as a location where Securities may be presented for conversion.

     “Conversion Date” has the meaning specified in Section 8.02(e).

     “Conversion Obligation” has the meaning specified in Section 8.01.

     “Conversion Price” means as of any date $1,000, divided by the Conversion Rate as of such date.

     “Conversion Rate” has the meaning specified in Section 8.01.

     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at U.S. Bank National Association, [                    ], Attention: Corporate Trust Services.

     “Current Conversion Value” means the product of (a) the Conversion Rate in effect on the relevant Redemption Date and (b) the average of the Daily VWAP of the Common Shares for

8

the five consecutive Trading Days ending on the Trading Day immediately preceding such Redemption Date.

     “Cut-off Date” means the earlier of October 20, 2011 and the date on which the Company’s Five-Year Competitive Advance and Revolving Credit Facility Agreement dated October 20, 2006, as amended on August 11, 2008, is terminated.

     “Daily Conversion Value” means, for each of the 20 consecutive Trading Days during the Observation Period, 5% of the product of (a) the applicable Conversion Rate and (b) the Daily VWAP of the Common Shares on such Trading Day.

     “Daily Settlement Amount,” for each of the 20 consecutive Trading Days during the Observation Period, shall consist of:

     (a) cash equal to the lesser of (i) $50 and (ii) the Daily Conversion Value; and

     (b) if the Daily Conversion Value exceeds $50, a number of Common Shares (the “Daily Share Amount”), subject to the Company’s right to pay cash in lieu of all or a portion of such shares pursuant to Section 8.02(b), equal to (i) the difference between the Daily Conversion Value and $50, divided by (ii) the Daily VWAP for such Trading Day.

     “Daily Share Amount” has the meaning specified in clause (b) of the definition of Daily Settlement Amount.

     “Daily VWAP” means for any Trading Day the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CVG.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one Common Share on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

     “Default” means any event that is or with the passage of time or the giving of notice or both would become an Event of Default.

     “Defaulted Amounts” means any amounts on any Security (including, without limitation, the Redemption Price, Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

     “Depositary” means The Depository Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean such successor Depositary.

9

     “Designated Institution” has the meaning specified in Section 8.12(a).

     “Designated Senior Debt” means the Company’s obligations under any particular Senior Debt in which the instrument creating or evidencing the same or the assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly provides that such Senior Debt shall be “Designated Senior Debt” for purposes of this Indenture. The instrument, agreement or other document evidencing any Designated Senior Debt may place limitations and conditions on the right of such Senior Debt to exercise the rights of Designated Senior Debt.

     “Distributed Property” has the meaning specified in Section 8.03(c).

     “Effective Date” has the meaning specified in Section 8.06(c).

     “Event of Default” has the meaning specified in Section 9.01.

     “Ex-Dividend Date” means the first date on which the Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Security attached hereto as Exhibit A.

     “Form of Fundamental Change Repurchase Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Security attached hereto as Exhibit A.

     “Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Security attached hereto as Exhibit A.

     “Form of Security” means the “Form of Security” attached hereto as Exhibit A.

     “Fundamental Change” shall be deemed to have occurred at the time after the Securities are originally issued if any of the following occurs:

     (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries or the employee benefit plans of the Company or its Subsidiaries, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity;

     (b) consummation of (i) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination) as a result of which the Common Shares would be converted into, or exchanged for, stock,

10

other securities, other property or assets or (ii) any share exchange, consolidation or merger of the Company pursuant to which the Common Shares will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however, that any such transaction in which (x) the Common Shares are not changed or exchanged except to the extent necessary to reflect a change in the jurisdiction or organization of the Company or (y) the holders of all classes of the Company’s Common Equity immediately prior to such transaction that is a share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event, shall not be a Fundamental Change;

     (c) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

     (d) the Common Shares (or other common shares or common stock underlying the Securities) cease to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market (or any of their respective successors) or any other national securities exchange;

provided, however, that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change if at least 90% of the consideration received or to be received by the common shareholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters rights or appraisal rights, in connection with such transaction or transactions otherwise constituting a Fundamental Change consists of shares of Publicly Traded Securities or shares which will be Publicly Traded Securities when issued or exchanged in connection with such transaction or transactions and as a result of this transaction or transactions the Securities become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters rights or appraisal rights (subject to the provisions set forth in Section 8.02(a) and Section 8.02(b)). In addition, for the avoidance of doubt, in no event will a strategic transaction or other divestiture of the Company’s Information Management Business be considered the sale, lease or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries for purposes of this definition of “Fundamental Change.”

     “Fundamental Change Company Notice” has the meaning specified in Section 7.01(d).

     “Fundamental Change Repurchase Date” has the meaning specified in Section 7.01(a).

     “Fundamental Change Repurchase Notice” has the meaning specified in Section 7.01(c)(i).

     “Fundamental Change Repurchase Price” has the meaning specified in Section 7.01(a).

11

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, in each case, as in effect in the United States on the date hereof.

     “Global Security” means a Security in global form registered in the Security Register in the name of a Depositary or a nominee thereof.

     “Holder” means a Person in whose name a Security is registered in the Security Register.

     “Indebtedness” means, with respect to any Person, without duplication, (a) such Person’s indebtedness evidenced by a credit or loan agreement, note, bond, debenture or other written obligation, (b) all obligations of such Person for money borrowed, (c) all obligations of such Person evidenced by a note or similar instrument; (d) such Person’s obligations (i) as lessee under leases required to be capitalized on such Person’s balance sheet under GAAP or (ii) as lessee under other leases for facilities, capital equipment or related assets, whether or not capitalized, entered into or leased for financing purposes, (e) all obligations of such Person under interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts or similar agreements or arrangements, (f) all obligations of such Person with respect to letters of credit, bankers’ acceptances and similar facilities (including reimbursement obligations with respect to the foregoing), (g) all obligations of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business), (h) obligations of the type described in clauses (a) through (g) above of another Person and all dividends of another Person, the payment of which, in either case, the Person first referenced above has assumed or guaranteed, or for which the Person first referenced above is responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on the property of the Person first referenced above and (i) renewals, extensions, modifications, replacements, restatements and refundings of, or any indebtedness or obligation issued in exchange for, any indebtedness or obligation described in clauses (a) through (h) above. The amount of any Indebtedness outstanding as of any date shall be the accreted value thereof, in the case of any Indebtedness issued with original issue discount. The amount of any Indebtedness outstanding as of any date with respect to any interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts or similar agreements or arrangements shall be the termination value thereof. Indebtedness shall not include liabilities for taxes of any kind.

     “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.

     “Information Management Business” means the reporting segment of the Company that provides business support system and operational support system (BSS/OSS) solutions and

12

capability across a broad functional footprint, combining software, partner products, integration and business consulting services, and operational expertise to create solutions that help service providers meet their business goals. The Information Management solution portfolio is organized into three functional areas: revenue management, enterprise product management, and customer relationship solutions. All solutions are billed using Infinys components.

     “Initial Conversion Value” means $[                    ].

     “interest” means (a) Regular Interest, (b) Contingent Interest, if any and (c) Additional Interest, if any. For the avoidance of doubt, any express mention of Contingent Interest or Additional Interest in any provision hereof shall not be construed as excluding Contingent Interest or Additional Interest, as the case may be, in those provisions hereof where such express mention is not made.

     “Interest Payment Date” means each March 15 and September 15 of each year, beginning on March 15, 2010.

     “Issue Date” means the date the Securities are originally issued as set forth on the face of the Security under this Indenture.

     “Last Reported Sale Price” of the Common Shares on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Shares are traded. If the Common Shares are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Shares in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or a similar organization. If the Common Shares are not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Shares on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined above under clause (a), (b) or (d) and with respect to clause (b), determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

     “Market Disruption Event” means (a) a failure by the primary United States national or regional securities exchange or market on which the Common Shares are listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Shares or in any options, contracts or futures contracts relating to the Common Shares.

13

     “Measurement Period” has the meaning specified in Section 8.01(b).

     “Merger Event” has the meaning specified in Section 8.07(a).

     “Non-Payment Default” has the meaning specified in Section 4.02(b).

     “Notice of Conversion” has the meaning specified in Section 8.02(c).

     “Observation Period” with respect to any Security surrendered for conversion means (a) except as set forth in the immediately succeeding clause (b), if the relevant Conversion Date occurs on or after September 15, 2028, the 20 consecutive Trading Day period beginning on, and including, the 22nd Scheduled Trading Day immediately preceding September 15, 2029; (b) if the relevant Conversion Date occurs on or after the date of issuance of a Redemption Notice, but prior to the relevant Redemption Date, the 20 consecutive Trading Days beginning on, and including, the 22nd Scheduled Trading Day immediately preceding such Redemption Date; and (c) in all other instances, the 20 consecutive Trading Days beginning on, and including, the third Trading Day immediately following the relevant Conversion Date.

     “Officers’ Certificate” means a certificate (a) signed by (i) one of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or any Vice President, and (ii) one of the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and (b) delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 5.05 shall be the principal executive, financial or accounting officer of the Company.

     “open of business” means 9:00 a.m. (New York City time).

     “Opinion of Counsel” means a written opinion of counsel, who may be external or in-house counsel for the Company, and who shall be reasonably acceptable to the Trustee.

     “Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(a)

Securities theretofore cancelled by the Trustee or accepted by the Trustee for cancellation;

(b)

Securities, or portions thereof, for whose payment, redemption or repurchase money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (if other than the Company or any Subsidiary of the Company) in trust or set aside and segregated in trust by the Company (if the Company or any Subsidiary of the Company shall act as Paying Agent) for the Holders of such Securities; provided that if such Securities are to be redeemed or repurchased prior to the Stated Maturity, the relevant Redemption Notice or the relevant Fundamental Change Repurchase Notice shall have been given to the Holders or by Holder(s), as the case may be and as herein provided, or provision satisfactory

14

	to a Responsible Officer of the Trustee shall have been made for giving such notice;
(c)	Securities that have been paid or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture; and
(d)	Securities that the Company has repurchased in accordance with Section 2.11(b);

provided, however, that in determining whether the Holders of the requisite Principal Amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

     “Paying Agent” means any Person (including the Company or any Subsidiary of the Company) authorized by the Company to pay the Principal Amount of, interest on or Redemption Price or Fundamental Change Repurchase Price of, any Securities on behalf of the Company. The Trustee shall initially be the Paying Agent.

     “Payment Blockage Notice” has the meaning specified in Section 4.02(b).

     “Payment Default” has the meaning specified in Section 4.02(a).

     “PDF” has the meaning specified in Section 1.16.

     “Percentage Increase” has the meaning specified in Section 8.06(a).

     “Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

     “Physical Securities” means permanent certificated Securities in registered form issued in denominations of $1,000 Principal Amount and integral multiples thereof.

     “Principal Amount” of a Security means the principal amount set forth on the face of the Security, which amount, in the case of any Global Security, may from time to time by decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as set forth on the “Schedule of Exchanges of Securities” in Schedule A thereto, in accordance with the rules and procedures of the Depositary.

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     “Prospectus” means prospectus dated [___], 2009, relating to the exchange offer by the Company of the Securities for a portion of the Company’s 4.875% Senior Notes due 2009.

     “Publicly Traded Securities” means common shares or shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market or any of their respective successors.

     “Record Date” means with respect to any payment of interest, the March 1 or September 1 (whether or not such day is a Business Day) immediately preceding the relevant Interest Payment Date.

     “Redemption Date” has the meaning specified in Section 6.03(a).

     “Redemption Notice” has the meaning specified in Section 6.03(a).

     “Redemption Price” has the meaning specified in Section 6.01(b).

     “Reference Price” means $[___].

     “Reference Property” has the meaning specified in Section 8.07(a).

     “Regular Interest” has the meaning specified in Section 3.01(a).

     “Representative” means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior Debt that does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent of the required Persons necessary to bind such holders or owners of such Senior Debt and (ii) in the case of all other such Senior Debt, the holder or owner of such Senior Debt.

     “Responsible Officer” means any officer of the Trustee within the Corporate Trust Office with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject.

     “Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the primary United States national securities exchange or market on which the Common Shares are listed or admitted for trading. If the Common Shares are not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Security” or “Securities” has the meaning specified in the first paragraph of the recitals of this Indenture.

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     “Security Register” and “Security Registrar” have the respective meanings specified in Section 2.05(a).

     “Senior Debt” means, with respect to the Company, means the principal of (and premium, if any) and interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on, and all fees and other amounts payable in connection with, any Indebtedness of the Company, whether absolute or contingent, secured or unsecured, due or to become due, outstanding on the date of this Indenture or thereafter created, incurred or assumed by the Company. Notwithstanding the foregoing, “Senior Debt” shall not include (a) the Securities, (b) any other Indebtedness or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide that it is not senior in right of payment to the Securities, (c) any Indebtedness or obligation of the Company to any Subsidiary of the Company or (d) any amounts owed by the Company for trade payables.

     “Settlement Amount” has the meaning specified in Section 8.02(a).

     “Spin-Off” has the meaning specified in Section 8.03(c).

     “Stated Maturity” means September 15, 2029.

     “Stock Price” has the meaning specified in Section 8.06(c).

     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

     “Surviving Entity” has the meaning specified in Section 10.01(a)(ii).

     “Tax Triggering Event” means the enactment of U.S. federal legislation, promulgation of Treasury regulations, issuance of a published ruling, notice, announcement or equivalent form of guidance by the Treasury or the Internal Revenue Service, or the issuance of a judicial decision if the Company determines, or receives an opinion of its outside advisors to the effect that, any such authority will have the effect of lowering the comparable yield or delaying or otherwise limiting the current deductibility of interest or original issue discount with respect to the Securities; provided that the Company determines that such reduction, delay, or limitation is material.

     “Trading Day” (i) for all purposes under this Indenture other than for purposes of determining amounts due upon conversion means a day on which (a) trading in the Common Shares generally occurs on The New York Stock Exchange or, if the Common Shares are not then listed on The New York Stock Exchange, on the principal other United States national or

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regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Shares are then traded, (b) a Last Reported Sale Price for the Common Shares is available on such securities exchange or market and (c) there is no Market Disruption Event; provided that if the Common Shares (or other security for which a closing sale price must be determined) are not so listed or traded, “Trading Day” means a Business Day; and (ii) solely for purposes of determining amounts due upon conversion, “Trading Day” means a day on which (a) there is no Market Disruption Event and (b) trading in the Common Shares generally occurs on The New York Stock Exchange or, if the Common Shares are not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Shares are then traded, except that if the Common Shares (or other securities for which a Daily VWAP must be determined) are not so listed or traded, “Trading Day” means a Business Day.

     “Trading Price” has the meaning specified (a) in Section 3.02(b) for purposes of determining whether Contingent Interest is payable in respect of the Securities and (b) in Section 8.01(b) for purposes of determining whether the Trading Price Condition has been satisfied.

     “Trading Price Condition” has the meaning specified in Section 8.01(b).

     “Trigger Event” has the meaning specified in Section 8.03(c).

     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in effect on the date as of which this Indenture was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

     “Unit of Reference Property” has the meaning specified in Section 8.07(a).

     “Valuation Period” has the meaning specified in 8.03(c).

     “Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

     Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’

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Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture.

     Every Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

     (a) a statement that each individual signing such Officers’ Certificate or Opinion of Counsel has read such covenant or condition and the definitions herein relating thereto;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

     (c) a statement that, in the opinion of each such individual, such individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

     Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

     Any Officers’ Certificate or Opinion of Counsel may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such Officers’ Certificate or Opinion of Counsel are based are erroneous. Any such Officers’ Certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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     Section 1.04. Acts of Holders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as an “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.04.

     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee reasonably deems sufficient.

     (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 12.01) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

     (d) The ownership of Securities shall be proved by the Security Register.

     (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

     Section 1.05. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

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     (i) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (including facsimile) to or with the Trustee at its applicable Corporate Trust Office; or

     (ii) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing (including facsimile) and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Secretary.

     Section 1.06. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

     Whenever under this Indenture the Trustee is required to provide any notice by mail, in all cases the Trustee may alternatively provide notice by overnight courier or by telefacsimile, with confirmation of transmission.

     Section 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required hereunder to be a part of and govern this Indenture, the provision in the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of this Indenture shall apply as so modified or excluded, as the case may be.

     Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof, and all Article and Section references are to Articles and Sections, respectively, of this Indenture unless otherwise expressly stated.

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     Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

     Section 1.10. Severability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their respective successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

     Section 1.12. Governing Law; Waiver of Jury Trial. (a) THIS INDENTURE AND EACH SECURITY, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH SECURITY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK).

     (b) EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 1.13. Legal Holiday. If any Interest Payment Date, the Stated Maturity or any earlier Fundamental Change Repurchase Date or Redemption Date falls on a day that is not a Business Day, then the required payment need not be made on such date, but shall be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Stated Maturity, Fundamental Change Repurchase Date or Redemption Date, as applicable, and no interest on such payment shall accrue in respect of the delay.

     Section 1.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     Section 1.15. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and

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record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

     Section 1.16. Execution in Counterparts. This Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or Portable Document Format (“PDF”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

     Section 1.17. Calculations. Except as otherwise provided herein, the Company or its agents (other than the Trustee) shall be responsible for making all calculations and determinations called for under this Indenture and the Securities. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Shares, accrued interest payable on the Securities and the Conversion Rate. The Company or its agents (other than the Trustee) will make all such calculations and determinations in good faith and, absent manifest error, its calculations and determinations will be final and binding on Holders. The Company upon request shall provide a schedule of its calculations to the Trustee and the Conversion Agent (if different than the Trustee), and the Trustee and Conversion Agent, as applicable, are entitled to rely conclusively upon the accuracy of the Company’s calculations and determinations without independent verification. The Trustee will deliver a copy of such schedule to any Holder upon the written request of such Holder.

     Section 1.18. Limitation on Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any shareholder, employee, officer or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the shareholders, employees, officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such shareholder, employee, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Security.

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ARTICLE 2
Issue, Description, Execution, Registration and Exchange of Securities

     Section 2.01. Title and Terms; Payments. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $125,000,000, subject to Section 2.11 and except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.04, 2.05, 2.06, 6.06, 7.05 or 14.07.

     The Securities shall be known and designated as the “5.75% Junior Subordinated Convertible Debentures due 2029” of the Company. The Principal Amount shall be payable at the Stated Maturity.

     The Securities shall not have the benefit of a sinking fund.

     The Securities shall be subordinated to all Senior Debt of the Company.

     The Principal Amount of and interest on Global Securities registered in the name of The Depository Trust Company or its nominee shall be paid by wire transfer in immediately available funds to The Depository Trust Company or its nominee, as applicable.

     The Principal Amount of Physical Securities shall be payable at the office or agency of the Company maintained by it for such purpose pursuant to Section 5.02. Interest on Physical Securities will be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to such Holders and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to such Holders or, upon application by a Holder to the Security Registrar not later than the relevant Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Security Registrar to the contrary.

     The aggregate Principal Amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as set forth on the “Schedule of Exchanges of Securities” in Schedule A thereto, in accordance with the procedures of the Depositary.

     Section 2.02. Denominations. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000 above that amount.

     Section 2.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, its Chief Executive Officer, its Chief Financial Officer, its President or one of its Vice Presidents.

     Securities bearing the manual or facsimile signatures of an individual who was at any time a proper officer of the Company shall bind the Company, notwithstanding that such

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individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of such Securities.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities. The Company Order shall specify the amount of Securities to be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form set forth on the Form of Security, executed by the Trustee by manual signature, facsimile or PDF, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

     Section 2.04. Temporary Securities. Pending the preparation of Physical Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Physical Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided that any such temporary Securities shall bear the legends on the face of such Securities as set forth in Exhibit A.

     If temporary Securities are issued, the Company will cause Physical Securities to be prepared without unreasonable delay. After the preparation of Physical Securities, the temporary Securities shall be exchangeable for Physical Securities upon surrender of the temporary Securities at any office or agency of the Company designated pursuant to Section 5.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of Physical Securities of authorized denominations and tenor. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as Physical Securities.

     Section 2.05. Registration; Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar”

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(the “Security Registrar”) for the purpose of registering Securities and transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 5.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, each such Security being the legends as may be required by this Indenture.

     At the option of the Holder and subject to the other provisions of this Section 2.05 and to Section 2.09, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.04 not involving any transfer.

     Neither the Company nor the Security Registrar shall be required to exchange or register a transfer of any Security (i) during the period beginning at the open of business 15 days before the mailing of a Redemption Notice to all Holders of Securities to be redeemed and ending at the close of business on the date on which a Redemption Notice is mailed to all Holders of Securities to be redeemed, (ii) after any Redemption Notice has been given to Holders, except that where such notice provides that such Security is to be redeemed only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be redeemed, (iii) that has been surrendered for conversion or (iv) as to which a Fundamental Change Repurchase Notice has been delivered and not withdrawn, except that where such Fundamental Change Repurchase Notice provides that such Security is to be purchased only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be purchased.

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     (b) Neither the Trustee, the Security Registrar nor any of their respective agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder.

     Section 2.06. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and Principal Amount and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and Principal Amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable or has been called for redemption in full, the Company in its discretion may, instead of issuing a new Security, pay all amounts due with respect to such Security.

     Upon the issuance of any new Security under this Section 2.06, the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section 2.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

     Section 2.07. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, the Security Registrar and any agent of the Company, the Trustee or the Security Registrar may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the principal of such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither the Company, the Trustee, the Security Registrar nor any agent of the Company, the Trustee or the Security Registrar shall be affected by notice to the contrary.

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     Section 2.08. Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear the legends set forth on the face of the Form of Security.

     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.

     (b) Transfers of the Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the Depositary and the provisions of Section 2.09. In addition, Physical Securities shall be transferred to each beneficial owner in accordance with procedures of the Depositary in exchange for its beneficial interest in the Global Securities only if: (i) such Depositary has notified the Company that the Depositary is unwilling or unable to continue as Depositary for such Global Security and a successor shall not have been appointed within 90 days of such notification, or (ii) such Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary shall not have been appointed within 90 days or (iii) an Event of Default with respect to the Securities has occurred and is continuing and such beneficial owner requests that its Securities be issued as Physical Securities.

     (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to subsection (b) above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the Principal Amount of the Global Security in an amount equal to the Principal Amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.

     (d) In connection with the transfer of the entire Global Security to beneficial owners pursuant to subsection (b) above, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Security, an equal aggregate Principal Amount of Physical Securities of authorized denominations and the same tenor.

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     (e) The Holder of the Global Securities may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.

     Section 2.09. Cancellation and Transfer Provisions. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The Trustee shall cancel and dispose of all Securities surrendered for registration of transfer, exchange, payment, purchase, repurchase, redemption, conversion (pursuant to Article 8) or cancellation in accordance with its customary practices. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.

     The Security Registrar shall retain, in accordance with its customary procedures, copies of all letters, notices and other written communications received pursuant to this Section 2.09. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Security Registrar.

     Section 2.10. CUSIP Numbers. In issuing the Securities, the Company may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in any Redemption Notice as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any Redemption Notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

     Section 2.11. Additional Securities; Repurchases. (a) The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Securities hereunder with the same terms and with the same CUSIP number as the Securities initially issued hereunder in an unlimited aggregate Principal Amount, which will form the same series with the Securities initially issued hereunder; provided that such additional Securities must be part of the same issue as the Securities initially issued hereunder for U.S. federal income tax purposes. Prior to the issuance of any such additional Securities, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 1.02, as the Trustee shall reasonably request.

     (b) The Company may also from time to time repurchase the Securities in open market purchases or negotiated transactions without giving prior notice to Holders. Any Securities

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purchased by the Company shall be cancelled pursuant to Section 2.09 and be deemed to be no longer Outstanding under this Indenture.

ARTICLE 3
Interest

     Section 3.01. Generally. (a) Regular interest (“Regular Interest”) shall accrue on the Securities from [October ___], 2009, or from the most recent date on which interest has been paid or duly provided for, at a rate of 5.75% per annum until the Principal Amount thereof is paid or made available for payment. Regular Interest shall be payable by the Company semiannually in arrears on each Interest Payment Date to the Holder in whose name any Security is registered on the Security Register at the close of business on the corresponding Record Date.

     (b) Regular Interest on the Securities shall be computed (i) for any full semiannual period for which Regular Interest is calculated, on the basis of a 360-day year of twelve 30-day months, (ii) for any period shorter than a full semiannual period for which Regular Interest is calculated, on the basis of a 30-day month and (iii) for such periods of less than a month, the actual number of days elapsed over a 30-day month.

     (c) (i) Upon the conversion of any Securities, the Holder of such Securities shall not be entitled to receive any separate cash payment for accrued and unpaid interest, if any, except to the extent specified below. The Company’s payment or delivery, as the case may be, to the Holder of the cash and the full number of Common Shares (subject to the Company’s right to pay cash in respect of all or a portion of such shares pursuant to Section 8.02(b)), if any, together with any cash payment for any fractional share, into which a Security is convertible, shall be deemed to satisfy in full the Company’s obligation to pay the Principal Amount of the Securities so converted and accrued and unpaid interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Securities, to the extent the Company’s Conversion Obligation includes any Common Shares, accrued and unpaid interest shall be deemed to be paid first out of the cash paid upon such conversion.

     (ii) Notwithstanding subsection (c)(i) above, if Securities are converted after the close of business on any Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Securities at the close of business on such Record Date shall receive the full amount of interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the full amount of interest payable on the Securities so converted on such Interest Payment Date; provided that no such payment need be made:

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     (A) for conversions following the Record Date immediately preceding the Stated Maturity;

     (B) if the Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date;

     (C) if the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or

     (D) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.

     Section 3.02. Contingent Interest. (a) Beginning with the semiannual interest period commencing on September 15, 2019, contingent interest on the Securities (“Contingent Interest”) shall accrue during any semiannual interest period where the average Trading Price of the Securities for the 10 Trading Days immediately preceding the first day of such semiannual period is greater than or equal to $1,500 per $1,000 Principal Amount of Securities, in which case such Contingent Interest payable on each $1,000 Principal Amount of Securities for such semiannual period shall be equal to 0.75% per annum of such average Trading Price.

     (b) For each semiannual interest period commencing on or after September 15, 2019, the Bid Solicitation Agent will determine the average Trading Price of the Securities for the 10 Trading Days immediately preceding the first day of such semiannual period. For purposes of determining whether Contingent Interest shall be payable in respect of the Securities, the “Trading Price” of the Securities on any date of determination means the average of the secondary market bid quotations per $1,000 Principal Amount of Securities obtained by the Bid Solicitation Agent for $5,000,000 Principal Amount of Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers that the Company selects; provided that if at least three such bids cannot reasonably be obtained by the Bid Solicitation Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers selected by the Company. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer selected by the Company and identified in writing to the Bid Solicitation Agent or, in the reasonable judgment of the Board of Directors, the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities shall be determined by the Board of Directors based on a good faith estimate of the fair value of the Securities. The Trustee shall initially act as Bid Solicitation Agent and shall be entitled to all of the rights of the Trustee set forth in this Indenture in connection with any determination of the average Trading Price of the Securities as provided herein, and any such determination shall be conclusive absent manifest error.

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     Section 3.03. Bid Solicitation Agent’s Responsibilities in Respect of Contingent Interest. The Bid Solicitation Agent’s sole responsibility pursuant to Section 3.02 shall be to obtain the Trading Price of the Securities for each of the 10 Trading Days immediately preceding the first day of the applicable semiannual interest period and to provide such information to the Company. The Company shall determine whether Holders are entitled to receive Contingent Interest, and if so, provide written notice to the Bid Solicitation Agent and issue a press release as required by Section 3.05. Notwithstanding any term contained in this Indenture or any other document to the contrary, the Bid Solicitation Agent shall have no responsibilities, duties or obligations for or with respect to (i) determining whether the Company must pay Contingent Interest or (ii) determining the amount of Contingent Interest, if any, payable by the Company.

     Section 3.04. Payment of Contingent Interest. Subject to Section 3.01 hereof, Contingent Interest for any semiannual interest payment period shall be paid by the Company on the applicable Interest Payment Date to the Holder in whose name any Security is registered on the Security Register at the close of business on the corresponding Record Date. Contingent Interest on the Securities shall be computed (i) for any full semiannual period for which Contingent Interest is calculated, on the basis of a 360-day year of twelve 30-day months, (ii) for any period shorter than a full semiannual period for which Contingent Interest is calculated, on the basis of a 30-day month and (iii) for such periods of less than a month, the actual number of days elapsed over a 30-day month. Contingent Interest due under this Article 3 shall be treated for all purposes of this Indenture like any other interest accruing on the Securities.

     Section 3.05. Contingent Interest Notification. By the third Business Day of a semiannual interest payment period for which Contingent Interest specified in Section 3.02(a) will be paid, the Company will disseminate a press release through Reuters Economic Services and Bloomberg Business News stating that Contingent Interest will be paid on the Securities and identifying such semiannual interest payment period as the semiannual interest payment period for which such Contingent Interest will be paid.

     Section 3.06. Defaulted Amounts. Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date by virtue of its having been such Holder but shall accrue interest per annum at the interest rate borne by the Securities, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date until, but excluding, such Defaulted Amounts shall have been paid by the Company, at its election in each case, as provided in subsection (a) or (b) below:

     (a) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Securities are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Security and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the

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proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this subsection provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so mailed, such Defaulted Amounts shall be paid to the Persons in whose names the Securities are registered at the close of business on such special record date and shall no longer be payable pursuant to the following subsection (b) of this Section 3.06.

     (b) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

ARTICLE 4
Subordination

     Section 4.01. Agreement of Subordination. The Company covenants and agrees, and each Holder of Securities issued hereunder by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 4; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions.

     The payment of the principal of and interest on all Securities (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or repurchase in accordance with Articles 6 and 7, respectively, and the payment of any cash upon conversion in accordance with Article 8) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full in cash or other payment satisfactory to the holders of all Senior Debt, whether outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article 4 shall prevent the occurrence of any Default or Event of Default hereunder.

     Section 4.02. Payments to Holders. No payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the Redemption Price and

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the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or purchase in accordance with Articles 6 and 7, respectively, and any payment of cash upon conversion in accordance with Article 8), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, if:

     (a) the Company defaults in its obligation to pay principal, premium, interest or other amounts on any Senior Debt, including a default under any redemption or repurchase obligation, and the default continues beyond any grace period that the Company has to make these payments (a “Payment Default”); or

     (b) any other default (a “Non-Payment Default”) occurs and is continuing on any Designated Senior Debt and (i) the default permits holders of the Designated Senior Debt (or any Representative) to accelerate its maturity and (ii) a Responsible Officer of the Trustee receives a notice (a “Payment Blockage Notice”) of the default from the Company, the holder of such Designated Senior Debt or a Representative of such Designated Senior Debt.

     Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest on the Securities that have come due have been paid in full in cash. No Non-Payment Default that existed on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days.

     The Company may and shall resume payments on and distributions in respect of the Securities upon:

     (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or

     (2) in the case of a Non-Payment Default with respect to Designated Senior Debt, the earlier of (x) the date on which such Non-Payment Default is cured or waived or ceases to exist, in each case, as and to the extent permitted under the documentation for the Designated Senior Debt, and (y) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution.

     Upon any acceleration of the Principal due on the Securities as a result of an Event of Default or payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary, marshaling of

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assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings, all principal, premium, if any, interest and other amounts due on all Senior Debt shall be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities is made on account of the principal of or interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization of the Company, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings); and upon any such dissolution, winding-up, liquidation or reorganization of the Company, marshaling of assets, assignment for the benefit of creditors or bankruptcy, insolvency, receivership or other similar proceedings, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Securities or to the Trustee.

     For purposes of this Article 4, the words, “cash, property or securities” shall not be deemed to include shares of Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 4 with respect to the Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in Article 10 shall not be deemed to be a dissolution, winding-up, liquidation, reorganization, marshaling of assets, assignment for the benefit of creditors or bankruptcy, insolvency, receivership or other similar proceeding for the purposes of this Section 4.02 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article 10.

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     In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

     Nothing in this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 9.06 and 11.07. This Section 4.02 shall be subject to the further provisions of Section 4.05.

     Section 4.03. Subrogation of Securities. Subject to the payment in full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Debt, the rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of and interest on the Securities shall be paid in full in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 4, and no payment over pursuant to the provisions of this Article 4, to or for the benefit of the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payment or distribution of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article 4 are and are intended solely for the purposes of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Debt, on the other hand.

     Nothing contained in this Article 4 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the

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Securities as and when the same shall become due and payable in accordance with their terms and this Indenture, or to pay or deliver, as the case may be, the consideration due upon conversion of such Securities in accordance with this Indenture, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Debt.

     Upon any payment or distribution of assets of the Company referred to in this Article 4, the Trustee, subject to the provisions of Section 11.01, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article 4.

     Section 4.04. Authorization to Effect Subordination. Each Holder of a Security by the Holder’s acceptance thereof authorizes and directs the Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 4 and appoints the Trustee to act as the Holder’s attorney-in-fact for any and all such purposes.

     Section 4.05. Notice to Trustee. The Company shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 4. Notwithstanding the provisions of this Article 4 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 4, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officers’ Certificate) or a Representative or a Holder or Holders of Senior Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 11.01, shall be entitled in all respects to assume that no such facts exist; provided that, if on a date not less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 4.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 4 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 13, and any such payment shall not be subject to the provisions of this Article 4.

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     The Trustee, subject to the provisions of Section 11.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 4, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

     Section 4.06. Trustee’s Relation to Senior Debt. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 4 in respect of any Senior Debt at any time held by it, to the same extent as any other holder of Senior Debt, and nothing in Section 11.13 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.

     With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 4, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to the provisions of Section 11.01, the Trustee shall not be liable to any holder of Senior Debt if it shall pay over or deliver to Holders of Securities, the Company or any other Person money or assets to which any holder of Senior Debt shall be entitled by virtue of this Article 4 or otherwise, unless payment of such amounts is prohibited under this Article 4 and the Trustee shall have received notice provided for in Section 4.05.

     Section 4.07. No Impairment of Subordination. No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

     Section 4.08. No Impairment of Conversion Right. Nothing contained in this Article 4 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 8.

     Section 4.09. Article Applicable to Paying Agents. If at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article 4 shall (unless the context otherwise requires) be construed

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as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article 4 in addition to or in place of the Trustee; provided, however, that the first paragraph of Section 4.05 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

     Section 4.10. Senior Debt Entitled to Rely. The holders of Senior Debt (including, without limitation, Designated Senior Debt) shall have the right to rely upon this Article 4, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

ARTICLE 5
Covenants

     Section 5.01. Payments and Deliveries. The Company shall duly and punctually make all payments and deliveries in respect of the Securities in accordance with the terms of the Securities and this Indenture.

     Any payments or deliveries made or due pursuant to this Indenture shall be considered paid or delivered on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with this Indenture, cash (and Common Shares deliverable following conversion, if applicable) or consideration sufficient to satisfy all such amounts then due. Payment of the principal of and interest on the Securities shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     Section 5.02. Maintenance of Office or Agency. The Company shall maintain an office or agency in the United States where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, which shall initially be the Corporate Trust Office. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

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     Section 5.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 11.10, a Trustee, so that there shall at all times be a Trustee hereunder.

     Section 5.04. Money and Common Shares for Payments and Deliveries on Securities to be Held in Trust. If the Company (or any Subsidiary of the Company) shall at any time act as Paying Agent, then such Paying Agent shall, on or before each due date of any payment in respect of any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

     The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 5.04, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any Default by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.

     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Security and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a

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date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 5.04 shall be held uninvested and without any liability for interest.

     The provisions of this Section 5.04 shall apply, mutatis mutandis, to any Common Shares deliverable upon conversion of the Securities; provided that, for such purposes, references in this Section 5.04 to the “Paying Agent” shall instead be deemed to be references to the “Conversion Agent.”

     Section 5.05. Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof any Default occurred during the previous year. In addition, the Company shall deliver to the Trustee, within 30 days after any officer of the Company has knowledge of the occurrence thereof, an Officers’ Certificate providing notice of any events that would constitute a Default, the status of such events and what action the Company is taking or proposes to take in respect thereof.

     Section 5.06. Existence. Subject to Article 10, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

     Section 5.07. Book-Entry System. If the Securities cease to trade in the Depositary’s book-entry settlement system, the Company covenants and agrees that it shall use reasonable efforts to make such other book-entry arrangements that it determines are reasonable for the Securities.

     Section 5.08. Additional Interest. If at any time Additional Interest becomes payable by the Company pursuant to Section 9.03, the Company shall promptly deliver to the Trustee a certificate to that effect and stating (a) the amount of such Additional Interest that is payable and (b) the date on which such Additional Interest is payable. Additional Interest payable in accordance with Section 9.03 shall be payable by the Company in arrears on each Interest Payment Date to the Holder in whose name any Security is registered on the Security Register at the close of business on the corresponding Record Date following accrual in the same manner as Regular Interest on the Securities. Additional Interest on the Securities shall be computed (i) for any full semiannual period for which Additional Interest is calculated, on the basis of a 360-day year of twelve 30-day months, (ii) for any period shorter than a full semiannual period for which

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Additional Interest is calculated, on the basis of a 30-day month and (iii) for such periods of less than a month, the actual number of days elapsed over a 30-day month. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to such Additional Interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

     Section 5.09. Commission Filings And Reports. The Company shall file with the Trustee within 30 days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act) any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Documents filed by the Company with the SEC via the Commission’s EDGAR system shall be deemed to be filed with the Trustee as of the time such documents are filed via the Commissions EDGAR system for purposes of this Section 5.09. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     Section 5.10. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

     Section 5.11. Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

     Section 5.12. Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value of any Common Shares received by a Holder upon any conversion of the Securities as a contingent payment, (b) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Debt Regulations, with respect to the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the Securities and

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adjustments thereto. A Holder of Securities may obtain the issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for such information to: Convergys Corporation, 201 East Fourth Street, Cincinnati, OH 45202, Attention: Corporate Secretary, with a copy to Convergys Corporation, 201 East Fourth Street, Cincinnati, OH 45202, Attention: Treasurer.

     Section 5.13. Certain Distributions and Dividends. The Company shall not make:

     (a) any distribution of Distributed Property if “FMV” (as defined in the first paragraph of Section 8.03(c)) would be equal to or greater than “SP₀” (as defined in the first paragraph of Section 8.03(c)); or

     (b) any dividend or distribution described in Section 8.03(d) if “C” (as defined in Section 8.03(d)) would be equal to or greater than “SP₀” (as defined in Section 8.03(d)).

ARTICLE 6
Redemption

     Section 6.01. Right to Redeem; Notices to Trustee. (a) The Securities may be redeemed, in whole or in part, at the option of the Company:

     (i) on or prior to September 15, 2010, if a Tax Triggering Event has occurred; and

     (ii) on or after September 15, 2019, if the Last Reported Sale Price of the Common Shares has been at least 150% of the applicable Conversion Price for at least 20 Trading Days (whether or not consecutive) during the 30 consecutive Trading Day period immediately preceding the date on which the Company provides the relevant Redemption Notice.

     (b) The redemption price at which the Securities are redeemable (the “Redemption Price”) shall be payable in cash and shall be equal to:

     (i) in the case of a redemption pursuant to Section 6.01(a)(i), (A) 101.5% of the Principal Amount of the Securities being redeemed, plus (B) accrued and unpaid interest to, but excluding, the Redemption Date (unless the Redemption Date falls after a Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of the close of business on such Record Date and the Redemption Price shall not include any accrued and unpaid interest), plus (C) if the Current Conversion Value as of the Redemption Date of the Securities being redeemed exceeds their Initial Conversion Value, 95% of the amount determined by subtracting the Initial Conversion Value of such Securities from the Current Conversion Value as of the Redemption Date; or

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     (ii) in the case of a redemption pursuant to Section 6.01(a)(ii), 100% of the Principal Amount of Securities being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date (unless the Redemption Date falls after a Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of the close of business on such Record Date and the Redemption Price shall be equal to 100% of the Principal Amount of the Securities being redeemed).

     (c) The Company may not redeem any Securities unless all accrued and unpaid interest thereon has been or is simultaneously paid for all semiannual periods or portions thereof terminating prior to the Redemption Date.

     (d) No Securities may be redeemed if the Principal Amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Securities).

     (e) Except as provided in this Section 6.01, the Securities shall not be redeemable by the Company.

     Section 6.02. Selection of Securities to Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed by lot, on a pro rata basis or by another method the Trustee considers fair and appropriate (so long as such method is not prohibited by the rules of The New York Stock Exchange or any stock exchange on which the Securities are then listed, if applicable). The Trustee shall make the selection within 7 days from its receipt of the notice from the Company delivered pursuant to Section 6.03 from Outstanding Securities not previously called for redemption.

     Securities and portions of them the Trustee selects shall be in Principal Amounts of $1,000 or integral multiples of $1,000. Provisions of this Indenture that apply to Securities called for redemption in whole also apply to Securities called for redemption in part. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed.

     If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection.

     Section 6.03. Redemption Notice. (a) In case the Company exercises its right to redeem the Securities, in whole or in part, in accordance with, and subject to the conditions set forth in, Section 6.01(a), it shall fix a Business Day as the date for redemption (each, a “Redemption Date”). At least 40 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption (a “Redemption Notice”) by first-class mail, postage prepaid, to the Trustee, the Paying Agent and each Holder of Securities to be redeemed.

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     (b) The Redemption Notice shall specify the Securities to be redeemed and shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price;

     (iii) the then-current Conversion Rate;

     (iv) the name and address of the Paying Agent and Conversion Agent;

     (v) subject to Section 8.02(d), that Securities called for redemption may be converted at any time before the close of business on the Business Day immediately preceding the Redemption Date (at which time the right to convert such Securities will expire unless another condition for conversion shall be satisfied under this Indenture);

     (vi) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including, without limitation, compliance with Section 8.02(d);

     (vii) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price;

     (viii) if fewer than all the Outstanding Securities are to be redeemed, the certificate numbers (if such Securities are Physical Securities) and Principal Amounts of the particular Securities to be redeemed;

     (ix) that, unless the Company defaults in making payment of such Redemption Price, interest will cease to accrue on and after the Redemption Date; and

     (x) the CUSIP number of the Securities.

At the Company’s written request delivered at least 30 days prior to the date such notice is to be given (unless a shorter time period shall be acceptable to the Trustee), the Trustee shall give the Redemption Notice to each Holder of Securities to be redeemed in the Company’s name and at the Company’s expense.

     Section 6.04. Effect of Redemption Notice. Once a Redemption Notice is given, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price (except for Securities that are converted in accordance with the terms of this Indenture). Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price.

     Section 6.05. Deposit of Redemption Price. Prior to 10:00 a.m. (New York City time) on a Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of all Securities to be redeemed on that date other

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than Securities or portions of Securities called for redemption that on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent shall as promptly as practicable return to the Company any money not required for that purpose because of conversion of Securities pursuant to Article 8. If such money is then held by the Company in trust and is not required for such purpose it shall be discharged from such trust.

     Section 6.06. Securities Redeemed in Part. Subject to Section 2.05(a), upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Security in an authorized denomination equal in Principal Amount to the unredeemed portion of the Security surrendered.

ARTICLE 7
Fundamental Changes and Repurchases Thereupon

     Section 7.01. Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Stated Maturity, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities, or any portion thereof with a Principal Amount that is equal to $1,000 or an integral multiple of $1,000, on a date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the Principal Amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”) (unless the Fundamental Change Repurchase Date is after a Record Date and on or prior to the Interest Payment Date to which such Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record on such Record Date and the Fundamental Change Repurchase Price shall be equal to 100% of the Principal Amount of Securities to be repurchased pursuant to this Section 7.01), payable in cash unless the Company elects otherwise as provided in Section 7.01(b).

     (b) Instead of paying the Fundamental Change Repurchase Price in cash, the Company may elect (which election shall be irrevocable) to pay the Fundamental Change Repurchase Price in Common Shares (so long as such Common Shares are Publicly Traded Securities), Acquiror Securities, or a combination of cash and such Common Shares or such Acquiror Securities, as the case may be, by so stating in the Fundamental Change Company Notice; provided that the Company will pay cash for fractional interests in Common Shares or Acquiror Securities, as the case may be. In such event, the number of Common Shares or Acquiror Securities that a Holder will receive will equal the quotient obtained by dividing (i) the portion of the Fundamental Change Repurchase Price to be paid in Common Shares or Acquiror Securities, as applicable, by (ii) 95% of the average of the Last Reported Sale Prices of the Common Shares or Acquiror Securities, as the case may be, for the five Trading Day period immediately preceding, and including, the third Trading Day prior to the Fundamental Change Repurchase Date. However, the Company may not pay the Fundamental Change Repurchase Price in Common Shares or Acquiror Securities if an Event of Default has occurred or is continuing. For purposes of

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determining the existence of potential fractional interests, all Securities subject to repurchase by the Company held by a Holder shall be considered together. Each Holder whose Securities are repurchased pursuant to this Section 7.01(b) shall receive the same percentages of cash, Common Shares and Acquiror Securities in payment of the Fundamental Change Repurchase Price for such Securities, except with regard to the payment of cash in lieu of fractional Common Shares or Acquiror Securities. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Fundamental Change Company Notice to Holders except in the event of a failure to satisfy, prior to the close of business on the Business Day prior to the Fundamental Change Repurchase Date, any condition to the payment of the Fundamental Change Repurchase Price, in whole or in part, in Common Shares or Acquiror Securities.

     (c) In no event will the Company issue Common Shares in payment of the Fundamental Change Repurchase Price if such issuance would result in the issuance of more than 19.9% of the Common Shares outstanding on the date the Securities were issued. In the event that payment of the Fundamental Change Repurchase Price by delivering Common Shares would result in the issuance of Common Shares in excess of such limitation, the Company will, at its option, either obtain shareholder approval of such issuances or deliver cash in lieu of any Common Shares otherwise deliverable in respect of the Fundamental Change Repurchase Price in excess of such limitation.

     Repurchases of Securities under this Section 7.01 shall be made, at the option of the Holder thereof, upon:

     (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Securities on or prior to the Business Day immediately preceding the Fundamental Change Repurchase Date; and

     (ii) delivery or book-entry transfer of the Securities to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or office of another Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

     The Fundamental Change Repurchase Notice shall state:

     (A) if certificated, the certificate numbers of the Securities to be delivered for repurchase;

     (B) the portion of the Principal Amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and

     (C) that the Securities are to be repurchased by the Company pursuant to the applicable provisions of the Securities and this Indenture;

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provided, however, that if the Securities are Global Securities, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.

     Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 7.01 shall have the right to withdraw such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 7.03.

     The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

     (d) On or before the 20th Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Securities, the Trustee and the Paying Agent a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein once in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

     Each Fundamental Change Company Notice shall specify:

     (i) the events causing the Fundamental Change;

     (ii) the date of the Fundamental Change;

     (iii) the last date on which a Holder may exercise the repurchase right;

     (iv) the Fundamental Change Repurchase Price;

     (v) the Fundamental Change Repurchase Date;

     (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;

     (vii) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;

     (viii) whether the Company will pay the Fundamental Change Repurchase Price in cash, Common Shares, Acquiror Securities or a combination thereof, specifying the percentage of each;

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     (ix) if applicable, that the Securities with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with Section 7.03; and

     (x) the procedures that Holders must follow to require the Company to repurchase or convert their Securities.

     No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Securities pursuant to this Section 7.01.

     (e) Notwithstanding the foregoing, no Securities may be repurchased by the Company at the option of the Holders upon a Fundamental Change pursuant to this Section 7.01 if the Principal Amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Physical Securities (i) with respect to which a Fundamental Change Repurchase Notice has been withdrawn in compliance with this Indenture or (ii) held by it during the acceleration of the Securities (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Securities) and shall deem to be cancelled any instructions for book-entry transfer of the Securities in compliance with the procedures of the Depositary, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

     (f) The Company shall, at least three Business Days prior to delivering the Fundamental Change Company Notice, deliver an Officers’ Certificate to the Trustee specifying:

     (i) the manner of payment selected by the Company;

     (ii) the information required by the Fundamental Change Company Notice pursuant to Section 7.01(d);

     (iii) if the Company elects to pay the Fundamental Change Repurchase Price, or a specified percentage thereof, in Common Shares or Acquiror Securities, that the conditions to such manner of payment set forth in this Section 7.01(f) have been or will be complied with, and

     (iv) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 7.01(d).

     The Company’s right to exercise its election to repurchase Securities through the delivery of Common Shares or Acquiror Securities shall be conditioned upon:

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     (v) the Company’s giving a timely Fundamental Change Company Notice containing an election to purchase all or a specified percentage of the Securities with Common Shares or Acquiror Securities as provided herein; and

     (vi) the listing of such Common Shares or Acquiror Securities on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market or any of their respective successors.

     If the foregoing conditions are not satisfied prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date and the Company has elected to repurchase the Securities through the issuance of Common Shares or the delivery of Acquiror Securities, the Company shall pay the entire Fundamental Change Repurchase Price of the Securities in cash.

     If the Company, in accordance with Section 7.01(b), irrevocably elects to issue or deliver, as the case may be, Common Shares or Acquiror Securities or a combination of cash and such Common Shares or such Acquiror Securities,

     (i) any such Common Shares or Acquiror Securities to be issued or delivered, as the case may be, to Holders shall, on the Fundamental Change Repurchase Date and the date the Company delivers the Fundamental Change Company Notice, be registered under the Securities Act and the Exchange Act, if required;

     (ii) any necessary qualification or registration of such Common Shares or Acquiror Securities under applicable state securities laws or the availability of an exemption from such qualification and registration shall have been obtained or made and such Common Shares and/or Acquiror Securities shall be so qualified or registered under applicable state securities laws or exempt from such qualification or registration as of each of the Fundamental Change Repurchase Date and the date the Company delivers the Fundamental Change Company Notice;

     (iii) any such Common Shares or Acquiror Securities to be issued or delivered, as the case may be, to Holders, shall have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Fundamental Change Repurchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable; and

     (iv) the Trustee shall have received prior to the close of business on the Business Day prior to the Fundamental Change Repurchase Date (1) an Officers’ Certificate stating that the terms of the issuance of the Common Shares or Acquiror Securities are in conformity with this Indenture and (2) an Officers’ Certificate, stating that the conditions to the issuance of the Common Shares or Acquiror Securities have been satisfied.

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     Such Officers’ Certificate shall also set forth the Last Reported Sale Price of a Common Share or Acquiror Security, as applicable, on each Trading Day during the five Trading Day period immediately preceding, and including, the third Trading Day prior to the applicable Fundamental Change Repurchase Date.

     Promptly after determination of the actual number of Common Shares or Acquiror Securities to be issued upon repurchase of Securities, the Company shall be required to disseminate a press release through Reuters Economic Services and Bloomberg Business News containing the information required by the Fundamental Change Company Notice or shall publish the information on the Company’s website or through such other public medium as the Company may use at that time.

     All Common Shares and Acquiror Securities delivered upon repurchase of the Securities shall be duly authorized, validly issued, fully paid and non-assessable.

     If a Holder of a repurchased Security is paid in Common Shares or Acquiror Securities, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of Common Shares or delivery of Acquiror Securities. However, the Holder shall pay any such tax that is due because the Holder requests that the Common Shares be issued or Acquiror Securities be delivered in a name other than the Holder’s name. The Trustee (or other Paying Agent appointed by the Company) may refuse to deliver the certificates representing the Common Shares being issued or Acquiror Securities being delivered in a name other than the Holder’s name until the Trustee (or other paying agent appointed by the Company) receives a sum sufficient to pay any tax that will be due because the Common Shares are to be issued or Acquiror Securities are to be delivered in a name other than the Holder’s name. Nothing herein shall preclude any income tax withholding required by law or regulations.

     Section 7.02. Effect of Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice specified in Section 7.01(d), the Holder of the Security in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is withdrawn in accordance with Section 7.03) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such Security. Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds or securities by the Paying Agent, on the later of (x) the Fundamental Change Repurchase Date with respect to such Security (provided that the conditions in Section 7.01 have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 7.01(c).

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     Section 7.03. Withdrawal of Fundamental Change Repurchase Notice. A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:

     (a) the Principal Amount of the Securities with respect to which such notice of withdrawal is being submitted;

     (b) if Physical Securities have been issued, the certificate numbers of the withdrawn Securities; and

     (c) the Principal Amount, if any, of such Securities that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in Principal Amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Securities are Global Securities, the withdrawal notice must comply with appropriate procedures of the Depositary.

     Section 7.04. Deposit of Fundamental Change Repurchase Price. Prior to 10:00 a.m. (New York City time) on the Fundamental Change Repurchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited on such Business Day) or Common Shares or Acquiror Securities, as applicable, sufficient to pay the Fundamental Change Repurchase Price of all the Securities or portions thereof that are to be repurchased as of the Fundamental Change Repurchase Date. The Company shall promptly notify the Trustee in writing of the amount of any deposits of cash, Common Shares or Acquiror Securities made pursuant to this Section 7.04. If the Paying Agent holds cash, Common Shares or Acquiror Securities sufficient to pay the Fundamental Change Repurchase Price of any Security for which a Fundamental Change Repurchase Notice has been tendered and not withdrawn in accordance with this Indenture on the Fundamental Change Repurchase Date, then immediately following the Fundamental Change Repurchase Date, (a) such Security will cease to be outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Securities is made or whether or no such Security is delivered to the Paying Agent) and (b) all other rights of the Holder in respect thereof will terminate (other than the right to receive the Fundamental Change Repurchase Price upon delivery or transfer of such Security).

     Section 7.05. Securities Repurchased in Whole or in Part. Any Security that is to be repurchased, whether in whole or in part, shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in

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aggregate Principal Amount equal to, and in exchange for, the portion of the Principal Amount of the Security so surrendered which is not repurchased.

     Section 7.06. Covenant to Comply With Securities Laws Upon Repurchase of Securities. In connection with any offer to repurchase Securities under Section 7.01 (provided that such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or repurchase), the Company shall, if required, (a) comply with Rule 13e-4, Rule 14e-1 and any other applicable tender offer rules under the Exchange Act, (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (c) otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Section 7.01 to be exercised in the time and in the manner specified in Section 7.01.

     Section 7.07. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash, Common Shares or Acquiror Securities that remain unclaimed held by them for the payment of the Fundamental Change Repurchase Price; provided that to the extent that the aggregate amount of cash, Common Shares or Acquiror Securities deposited by the Company pursuant to Section 7.04 exceeds the aggregate Fundamental Change Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the Fundamental Change Repurchase Date, then as soon as practicable following the Fundamental Change Repurchase Date, the Trustee or the Paying Agent, as the case may be, shall return any such excess to the Company.

ARTICLE 8
Conversion

     Section 8.01. Conversion Right. Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, at any time following the Issue Date of the Securities hereunder through the close of business on the Business Day immediately preceding the Stated Maturity to convert the Principal Amount of any such Securities, or any portion of such Principal Amount that is $1,000 or an integral multiple thereof, at an initial conversion rate of [___] Common Shares (subject to adjustment as provided in Section 8.03 and Section 8.06, the “Conversion Rate”) per $1,000 Principal Amount of Securities (subject to the settlement provisions of Section 8.02, the “Conversion Obligation”) (x) prior to the close of business on the Business Day immediately preceding September 15, 2028, only upon the satisfaction of any of the conditions described in clauses (a) through (e) below and (y) on or after September 15, 2028, without regard to the conditions described in clauses (a) through (e) below.

     (a) Subject to Section 8.02(d), prior to the close of business on the Business Day immediately preceding September 15, 2028, a Holder may surrender all or a portion of its Securities for conversion during any calendar quarter commencing after December 31, 2009 (and only during such calendar quarter), if the Last Reported Sale Price for the Common Shares for at

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least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.

     (b) Subject to Section 8.02(d), prior to the close of business on the Business Day immediately preceding September 15, 2028, a Holder may surrender its Securities for conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 Principal Amount of Securities, as determined following a request by a Holder of Securities in accordance with the procedures set forth in this Section 8.01(b), for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Shares and the applicable Conversion Rate (“Trading Price Condition”). For purposes of this Section 8.01(b), the “Trading Price” of the Securities on any date of determination means the average of the secondary market bid quotations per $1,000 Principal Amount of Securities obtained by the Bid Solicitation Agent for $5,000,000 Principal Amount of Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers that the Company selects; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers selected by the Company. If, on any Trading Day, the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 million Principal Amount of Securities from an independent nationally recognized securities dealer, then the Trading Price per $1,000 Principal Amount of Securities shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Shares and the applicable Conversion Rate on such Trading Day. If, on any Trading Day, the Company does not instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 Principal Amount of Securities shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Shares and the applicable Conversion Rate on each Trading Day the Company fails to do so. The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 Principal Amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Shares and the applicable Conversion Rate. At such time, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 Principal Amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Shares and the applicable Conversion Rate. If the Trading Price Condition has been met, the Company shall so notify the Holders and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 Principal Amount of Securities is greater than 98% of the product of the Last Reported Sale Price of the

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Common Shares and the Conversion Rate for such date, the Company will so notify the Holders and the Trustee.

     (c) Subject to Section 8.02(d), a Holder may surrender its Securities for conversion if the Company calls any or all of the Securities for redemption as provided in Article 6, at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 8.01 will expire (unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Securities may convert such Securities pursuant to this Section 8.01 until the Redemption Price has been paid or duly provided for).

     (d) If the Company elects to:

     (i) issue to all or substantially all holders of Common Shares rights, options or warrants entitling them for a period of not more than 60 calendar days after the announcement date of such issuance to subscribe for or purchase Common Shares, at a price per share less than the average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or

     (ii) distribute to all or substantially all holders of Common Shares its assets, debt securities or rights to purchase its securities, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Shares on the Trading Day immediately preceding the date of announcement for such distribution,

then, in either case, the Company shall notify the Holders of the Securities at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, subject to Section 8.02(d), Holders may surrender their Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately preceding the Ex-Dividend Date and the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time.

     (e) If (i) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Securities pursuant to Section 7.01, (ii) the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Company’s Common Shares would be converted into cash, securities or other assets or (iii) the Company transfers or leases all or substantially all of its assets in a transaction pursuant to which the Common Shares would be converted into cash, securities or other assets, then, in any such case, subject to Section 8.02(d), the Securities may be surrendered for conversion at any time from or after the date which is 30 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 35 Trading

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Days after the actual effective date of such transaction (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date). In addition, if a transaction or event that constitutes a Make-Whole Fundamental Change occurs on or prior to the Cut-off Date, the Securities may also be surrendered for conversion at any time from, and including, the Cut-off Date, to, and including, the 30^th calendar day immediately following the Cut-off Date. The Company shall notify Holders and the Trustee (i) as promptly as practicable following the date the Company publicly announces such transaction but in no event less than 30 Scheduled Trading Days prior to the anticipated effective date of such transaction or (ii) if the Company does not have knowledge of such transaction at least 30 Scheduled Trading Days prior to the anticipated effective date of such transaction, within three Business Days of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction but in no event later than the actual effective date of such transaction.

     Section 8.02. Settlement Upon Conversion; Conversion Procedure. (a) Except as provided in Section 8.06, upon conversion of any Security, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall deliver to converting Holders in respect of each $1,000 Principal Amount of Securities surrendered for conversion a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the Observation Period. If the sum of the Daily Conversion Values for each of the 20 Trading Days in the applicable Observation Period is less than the $1,000 Principal Amount, a converting Holder(s) will receive less than $1,000 Principal Amount in respect of each $1,000 Principal Amount of Securities converted.

     (b) The Company may specify in respect of any conversion a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”) and the Company shall notify Holders of such Cash Percentage (the “Cash Percentage Notice”) no later than the second Business Day immediately following the related Conversion Date (or in the case of any conversions occurring on or after (i) the date of issuance of a Redemption Notice in accordance with Section 6.03 and prior to the related Redemption Date, in such Redemption Notice or (ii) September 15, 2028, no later than September 15, 2028). The Company may only specify one Cash Percentage (if any) in respect of each Observation Period. If the Company timely specifies a Cash Percentage, the amount of cash that the Company will pay in lieu of all or the applicable portion of the Daily Share Amount in respect of each Trading Day in the applicable Observation Period shall equal the product of (A) the Cash Percentage, (B) the Daily Share Amount for such Trading Day (assuming the Company had not specified a Cash Percentage) and (C) the Daily VWAP for such Trading Day. The number of Common Shares deliverable in respect of each Trading Day in the applicable Observation Period shall be a percentage of the Daily Share Amount (assuming the Company had not specified a Cash Percentage) equal to 100% minus the Cash Percentage. If the Company does not timely specify a Cash Percentage, the Company shall no longer have the right to specify a Cash Percentage and the Company must settle the entire Daily Share Amount for each Trading Day in such Observation Period in Common Shares (plus cash in lieu of any fractional share in accordance with Section 8.02(f)).

     (c) Before any Holder of a Security shall be entitled to convert the same as set forth in Section 8.01, such Holder shall (i) in the case of a Global Security, comply with the procedures

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of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 3.01(c) and, if required pursuant to Section 8.02(h), pay all taxes or duties, if any and (ii) in the case of a Physical Security, (A) complete and manually sign the conversion notice in the form on the reverse of such Physical Security (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (B) deliver the Notice of Conversion, which is irrevocable, and the Physical Security to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes and (E) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 3.01(c). No Notice of Conversion with respect to any Securities may be given by a Holder thereof if such Holder has also given a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 7.03.

     (d) Notwithstanding the foregoing, on any date on or prior to the Cut-off Date, if the aggregate Principal Amount of Securities that has been converted prior to such date is equal to or greater than $25,000,000, the Company will not be required to accept Securities surrendered for conversion, and a Holder will not be permitted to convert its Securities. If, as a result of one or more conversions on a single Conversion Date prior to the Cut-off Date, the aggregate Principal Amount of Securities that a converting Holder or Holders have surrendered for conversion on such Conversion Date, when added to the aggregate Principal Amount of Securities converted prior to such Conversion Date, would exceed $25,000,000, each such Holder(s) will be subject to proration with respect to its conversion and may not be able to convert all of its Securities. In addition, if exact proration would lead to conversions in excess of this limitation (or conversion of a Principal Amount of Securities that is not an integral multiple of $1,000), the Conversion Agent will select the Securities to be converted (in Principal Amounts of $1,000 or integral multiples thereof) by lot or by another method that the Conversion Agent considers fair and appropriate.

     (e) A Security shall be deemed to have been converted on the date that the Holder has complied with the requirements set forth in subsection (c) above and such conversion is not otherwise prohibited by Section 8.02(d) (the “Conversion Date”); provided, however, that the Person in whose name any Common Shares shall be issuable upon such conversion shall become the Holder of record of such Common Shares as of the close of business on the last Trading Day of the relevant Observation Period.

     (f) The Company shall deliver cash in lieu of any fractional Common Share issuable in connection with payment and delivery of the Settlement Amount based on the Daily VWAP of the Common Shares on the last Trading Day of the applicable Observation Period.

     (g) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Security so surrendered, without charge to such Holder, a new Security or Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities.

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     (h) If a Holder submits a Security for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any Common Shares upon conversion, unless the tax is due because the Holder requests any shares to be issued in a name other than the Holder’s name or because, solely as a result of the actions of the Holder, the tax is imposed by any taxing authority outside the United States, in which either such case the Holder will pay that tax. The Conversion Agent may refuse to deliver the certificates representing the Common Shares being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations.

     (i) Except as provided in Section 8.03, no adjustment shall be made for dividends on any Common Shares issued upon the conversion of any Security as provided in this Article 8.

     (j) Upon the conversion of an interest in a Global Security, the Trustee shall make a notation on the “Schedule of Exchanges of Securities” of such Global Security as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversion of any Security effected through any Conversion Agent other than the Trustee.

     Section 8.03. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Securities participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Shares and solely as a result of holding the Securities, in any of the transactions described in this Section 8.03, without having to convert their Securities, as if such Holders held a number of Common Shares equal to the Conversion Rate, multiplied by the Principal Amount (expressed in thousands) of Securities held by such Holder.

     (a) If the Company exclusively issues Common Shares as a dividend or distribution on its Common Shares, or if the Company effects a share split or share combination of its Common Shares, the Conversion Rate shall be adjusted based on the following formula:

   where,

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;

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CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or effective date;
OS0	=	the number of Common Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or effective date; and
OS1	=	the number of Common Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 8.03(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination. If any dividend or distribution of the type described in this Section 8.03(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 8.03(a) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced.

     (b) If the Company issues to all or substantially all holders of its Common Shares any rights, options or warrants entitling them for a period of not more than 60 calendar days after the announcement date of such issuance to subscribe for or purchase Common Shares, at a price per share less than the average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:

   where,

CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
OS0	=	the number of Common Shares outstanding immediately prior to the open of business on such Ex-Dividend Date;
X	=	the total number of Common Shares issuable pursuant to such rights, options or warrants; and

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Y = the number of Common Shares equal to the aggregate price payable to exercise or convert such rights, options or warrants, divided by the average of the Last Reported Sale Prices of Common Shares over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this Section 8.03(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that Common Shares are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred.

In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Common Shares at less than such average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such Common Shares, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

     (c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Shares, excluding (i) dividends, distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 8.03(a) or Section 8.03(b), (ii) dividends or distributions paid exclusively in cash, and (iii) Spin-Offs as to which the provisions set forth below in this Section 8.03(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:

   where,

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

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CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
SP0	=	the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding Common Share on the Ex-Dividend Date for such distribution.

If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 8.03(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

Any increase made under the portion of this Section 8.03(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

With respect to an adjustment pursuant to this Section 8.03(c) where there has been a payment of a dividend or other distribution on the Common Shares of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a “Spin-Off”), the Conversion Rate will be increased based on the following formula:

   where,

CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
CR1	=	the Conversion Rate in effect immediately after the end of the Valuation Period;
FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Shares applicable to one Common Share over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

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MP₀ = the average of the Last Reported Sale Prices of Common Shares over the Valuation Period.

The adjustment to the Conversion Rate under the preceding paragraph shall occur on the last day of the Valuation Period; provided that in respect of any conversion during the Valuation Period, references in the portion of this Section 8.03(c) related to Spin-Offs to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Conversion Date in determining the applicable Conversion Rate.

     For purposes of this Section 8.03 (and subject in all respect to Section 8.11), rights, options or warrants distributed by the Company to all holders of its Common Shares entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Shares, shall be deemed not to have been distributed for purposes of this Section 8.03 (and no adjustment to the Conversion Rate under this Section 8.03 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 8.03. If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 8.03 was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Shares with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Shares as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.

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     For purposes of Section 8.03(a), Section 8.03(b) and this Section 8.03(c), any dividend or distribution to which this Section 8.03(c) is applicable that also includes one or both of:

     (A) a dividend or distribution of Common Shares to which Section 8.03(a) is applicable (the “Clause A Distribution”); or

     (B) a dividend or distribution of rights, options or warrants to which Section 8.03(b) is applicable (the “Clause B Distribution”),

then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 8.03(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 8.03(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause Distribution and any Conversion Rate adjustment required by Section 8.03(a) and Section 8.03(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any Common Shares included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable” within the meaning of Section 8.03(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 8.03(b).

     (d) If any cash dividend or distribution is made to all or substantially all holders of the Common Shares (other than a distribution under subsection (e) below, pursuant to which an adjustment to the Conversion Rate is made), the Conversion Rate shall be increased based on the following formula:

   where,

CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
SP0	=	the Last Reported Sale Price of the Common Shares on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

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C = the amount in cash per share the Company distributes to holders of its Common Shares.

Any increase pursuant to this Section 8.03(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

     (e) If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Shares, to the extent that the cash and value of any other consideration included in the payment per Common Share exceeds the Last Reported Sale Price of the Common Shares on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:

   where,

CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
CR1	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for Common Shares purchased in such tender or exchange offer;
OS0	=	the number of Common Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Common Shares accepted for purchase or exchange in such tender offer or exchange offer);
OS1	=	the number of Common Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Common Shares accepted for purchase or exchange in such tender offer or exchange offer); and
SP1	=	the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

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The adjustment to the Conversion Rate under this Section 8.03(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that in respect of any conversion within the 10 Trading Days immediately following, and including, the expiration date of any tender or exchange offer, references in this Section 8.03(e) with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and the Conversion Date in determining the applicable Conversion Rate. If the Company is obligated to purchase Common Shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.

     (f) Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of Common Shares or any securities convertible into or exchangeable for Common Shares or the right to purchase Common Shares or such convertible or exchangeable securities.

     (g) In addition to those required by subsections (a), (b), (c), (d) or (e) of this Section 8.03, and to the extent permitted by applicable law and subject to the applicable rules of The New York Stock Exchange (if the Common Shares are then listed thereon), the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Shares or rights to purchase Common Shares in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall mail to the Holder of each Security at its last address appearing on the Security Register a notice of the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

     (h) All calculations and other determinations under this Article 8 shall be made by the Company or its agents and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. The Company shall not be required to make an adjustment to the Conversion Rate unless the adjustment would require a change of at least 1% in the Conversion Rate. However, the Company shall carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried-forward adjustment, regardless of whether the aggregate adjustment is less than 1% (i) upon any conversion of Securities and (ii) on each of the 22 Scheduled Trading Days immediately preceding September 15, 2029.

     (i) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and the Conversion Agent (if other than the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have

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knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which a Responsible Officer of the Trustee has actual knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each Holder at its last address appearing on the Security Register of this Indenture. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

     (j) For purposes of this Section 8.03, the number of Common Shares at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of Common Shares. The Company shall not pay any dividend or make any distribution on Common Shares held in the treasury of the Company.

     (k) Notwithstanding anything to the contrary in this Article 8, the applicable Conversion Rate shall not be adjusted:

     (i) upon the issuance of any Common Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in Common Shares under any plan;

     (ii) upon the issuance of any Common Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of the Company or any of its Subsidiaries or any such plan or program assumed by the Company or any of the Company’s Subsidiaries;

     (iii) upon the issuance of any Common Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) of this subsection and outstanding as of the date the Securities were first issued;

     (iv) for a change in the par value of the Common Shares; or

     (v) for accrued and unpaid interest, if any.

     Section 8.04. Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient Common Shares to provide for conversion of the Securities from time to time as such Securities are presented for conversion (assuming a Cash Percentage for all conversions of 0%).

     Section 8.05. Adjustments of Average Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the Stock Price for purposes of a Make-Whole Fundamental Change), the Company shall make appropriate adjustments to each to account for any adjustment to the

66

Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

     Section 8.06. Adjustment to Shares Delivered Upon Conversion Upon a Make-Whole Fundamental Change. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities in connection with such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for the Securities so surrendered for conversion by a number of additional Common Shares equal to a percentage of the applicable Conversion Rate prior to such increase (the “Percentage Increase”), as described below. A conversion of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent (x) from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) or (y) if the relevant Make-Whole Fundamental Change occurs on or prior to the Cut-off Date, from, and including, the Cut-off Date, to, and including, the 30^th calendar day immediately following the Cut-off Date.

     (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 8.01(e), the Company shall pay or deliver, as the case may be, in lieu of Common Shares, including the number of additional Common Shares equal to the Percentage Increase, cash or a combination of cash and Common Shares in accordance with Section 8.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property is comprised entirely of cash, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount equal to the Conversion Rate (including any Percentage Increase), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the third Business Day following the Conversion Date. The Company shall notify the Holders of Securities of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

     (c) The Percentage Increase shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per Common Share in the Make-Whole Fundamental Change as a percentage of the Reference Price. If the holders of the Common Shares receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices

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of the Common Shares over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination in accordance with Section 8.05, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading Day period.

     (d) The Stock Prices as a percentage of the Reference Price set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted as set forth in Section 8.03. The adjusted Stock Prices as a percentage of the Reference Price shall equal the Stock Prices as a percentage of the Reference Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price as a percentage of the Reference Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Percentage Increases set forth in the table below shall also be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 8.03.

     (e) The following table sets forth the Percentage Increase pursuant to this Section 8.06 for each Stock Price as a percentage of the Reference Price and Effective Date set forth below:

Stock Price as a Percentage of the Reference Price

Effective Date

100%

%

%

%

%

%

%

%

%

%

%

%

%

[October __], 2009

September 15, 2010

September 15, 2011

September 15, 2012

September 15, 2013

September 15, 2014

September 15, 2015

September 15, 2016

September 15, 2017

September 15, 2018

September 15, 2019

September 15, 2020

September 15, 2021

September 15, 2022

September 15, 2023

September 15, 2024

September 15, 2025

September 15, 2026

September 15, 2027

September 15, 2028

September 15, 2029

     The exact Stock Price as a percentage of the Reference Price and Effective Date may not be set forth in the table above, in which case:

     (i) if the Stock Price as a percentage of the Reference Price is between two Stock Prices as a percentage of the Reference Price in the table above or the Effective Date is between two Effective Dates in the table above, the Percentage Increase shall be determined by a straight-line interpolation between the Percentage Increase set forth for

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the higher and lower Stock Prices as a percentage of the Reference Price and the earlier and later Effective Dates, as applicable, based on a 365-day year;

     (ii) if the Stock Price as a percentage of the Reference Price is greater than 600.0% of the Reference Price (subject to adjustment in the same manner as the Stock Prices as a percentage of the Reference Price set forth in the column headings of the table above), no additional Common Shares shall be added to the Conversion Rate; and

     (iii) if the Stock Price as a percentage of the Reference Price is less than 100.0% of the Reference Price (subject to adjustment in the same manner as the Stock Prices as a percentage of the Reference Price set forth in the column headings of the table above), no additional Common Shares shall be added to the Conversion Rate.

Notwithstanding the foregoing, in no event shall the total number of Common Shares issuable upon conversion exceed an amount equal to [___]% of the applicable Conversion Rate, per $1,000 Principal Amount of Securities, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 8.03. The Company will not issue upon conversion more than 19.9% of Common Shares Outstanding at the time the Securities were issued, unless, as described in clause (ii) of Section 8.13, the Company obtains shareholder approval of issuances in excess of such 19.9% limitation.

     (f) Nothing in this Section 8.06 shall prevent an adjustment to the Conversion Rate pursuant to Section 8.03 in respect of a Make-Whole Fundamental Change.

     Section 8.07. Effect of Recapitalizations, Reclassifications and Changes to the Common Shares. (a) In the case of:

     (i) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination),

     (ii) any consolidation, merger or combination involving the Company,

     (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety or

     (iv) any statutory share exchange,

in each case as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such transaction or event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert each $1,000 Principal Amount of Securities shall be changed into a right to convert such Principal Amount of Securities into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “Unit of Reference Property” meaning the kind and amount of Reference Property that a

69

holder of one Common Share would have received in such Merger Event) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 14.01(f) providing for such change in the right to convert each $1,000 Principal Amount of Securities; provided, however, that at and after the effective time of such Merger Event (A) the amount otherwise payable in cash upon conversion of the Securities pursuant to Section 8.02 shall continue to be payable in cash, (B) the number of Common Shares (if the Company does not elect to pay cash in lieu of all such Common Shares) otherwise deliverable upon conversion of the Securities pursuant to Section 8.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Shares would have received in such Merger Event and (C) the Daily VWAP shall be calculated based on the value of a Unit of Reference Property.

     If, as a result of the Merger Event, each Common Share is converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), then (i) the Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election, and (ii) the Unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) of this paragraph attributable in respect of one Common Share. The Company shall notify Holders of such weighted average as soon as practicable after such determination is made.

     Such supplemental indenture described in the second immediately preceding paragraph shall provide for adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 8. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the repurchase rights set forth in Article 7.

     (b) In the event the Company shall execute a supplemental indenture pursuant to Section 8.07(a), the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

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     (c) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 8.07. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities into cash and Common Shares, if any, as set forth in Section 8.01 and Section 8.02 prior to the effective date of such Merger Event.

     (d) The above provisions of this Section shall similarly apply to successive Merger Events.

     Section 8.08. Certain Covenants. (a) Before taking any action that would cause an increase in the Conversion Rate that results in a corresponding reduction in the Conversion Price below the then par value, if any, of the Common Shares issuable upon conversion of the Securities, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue such Common Shares at such reduced Conversion Price.

     The Company covenants that all Common Shares issued upon conversion of Securities will be fully paid and non-assessable by the Company and free from all taxes, liens and changes with respect to the issue thereof.

     (b) The Company covenants that, if any Common Shares to be provided for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible secure such registration or approval, as the case may be.

     (c) The Company covenants that if at any time the Common Shares shall be listed on any other national securities exchange or automated quotation system the Company will, if permitted and required by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Shares shall be so listed on such exchange or automated quotation system, all Common Shares issuable upon conversion of the Securities.

     Section 8.09. Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares, or of any securities or property (including cash), which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any Common Shares or stock certificates or other securities or property (including cash) upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 8. Without limiting the generality of the

71

foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 11.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

     Section 8.10. Notice to Holders Prior to Certain Actions. In case of any:

     (a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 8.03, Section 8.06 or Section 8.11; or

     (b) Merger Event; or

     (c) voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Subsidiaries;

then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be mailed to each Holder at its address appearing on the Security Register, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Shares of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event, dissolution, liquidation or winding-up.

     Section 8.11. Shareholder Rights Plans. To the extent that the Company has a rights plan in effect upon conversion of the Securities, each Common Share, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Shares issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. If at the time of conversion, however, any such rights have separated from the Common Shares in accordance with the provisions of the applicable shareholder rights plan so that the Holders would not be entitled to receive any rights in respect of the Common Shares, if any, issuable upon conversion of the Securities, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all

72

holders of Common Shares Distributed Property as provided in Section 8.03(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

     Section 8.12. Exchange in Lieu of Conversion. (a) When a Holder surrenders Securities for conversion, the Company may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the applicable Conversion Date, such Securities to a financial institution (a “Designated Institution”) designated by the Company for exchange in lieu of conversion. In order to accept any Securities surrendered for conversion, the Designated Institution must agree to deliver, in exchange for such Securities, all cash and Common Shares, if any, due upon conversion as provided in Section 8.02, at the sole option of the Designated Institution and as is designated to the Conversion Agent by the Company. By the close of business on the second Business Day immediately following the applicable Conversion Date, the Company will notify the Holder surrendering Securities for conversion that the Company has directed the Designated Institution to make an exchange in lieu of conversion and such Designated Institution shall be required to notify the Conversion Agent whether it will deliver, upon exchange, the cash and Common Shares, if any, due in respect of such conversion.

     (b) If the Designated Institution accepts any such Securities, it shall deliver the cash and Common Shares, if any, as specified in Section 8.02 to the Conversion Agent, and the Conversion Agent shall deliver such cash and Common Shares, if any, to the Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period, which delivery shall be deemed to satisfy the Company’s Conversion Obligation under this Article 8 with respect to such Holder. Any Securities so exchanged by such Designated Institution shall remain Outstanding for all purposes under this Indenture.

     (c) If the Designated Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if the Designated Institution does not accept such Securities for exchange, the Company shall convert such Securities and pay or deliver, as the case may be, the cash and Common Shares, if any, no later than the third Business Day immediately following the last Trading Day of the applicable Observation Period, in accordance with the provisions of Section 8.02.

     (d) The Company’s designation of a financial institution pursuant to this Section 8.12 to which the Securities may be submitted for exchange does not require such financial institution to accept any Securities for exchange (unless the institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with the Designated Institution that would compensate it for any such transaction.

     Section 8.13. Limit on Issuance of Common Shares upon Conversion. Notwithstanding anything to the contrary in this Indenture, (i) subject to clause (ii) of this Section 8.13, the Company will not issue Common Shares upon conversion of the Securities if such issuance would result in the issuance of more than 19.9% of the Common Shares Outstanding on the date the Securities were issued and (ii) if an event occurs that would result in an increase in the Conversion Rate by an amount in excess of limitations imposed by any shareholder approval rules or listing standards of any national or regional securities exchange that are applicable to the

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Company, the Company will, at its option, either obtain shareholder approval of any issuance of Common Shares upon conversion of the Securities in excess of such limitations or deliver cash in lieu of any Common Shares otherwise deliverable upon conversions in excess of such limitations based on the Daily VWAP of the Common Shares on each Trading Day of the relevant Observation Period in respect of which, in lieu of delivering Common Shares, the Company delivers cash pursuant to this Section 8.13.

ARTICLE 9
Events of Default; Remedies

     Section 9.01. Events of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (a) default in any payment of interest on any Securities when due and payable and such default continues for a period of 30 days;

     (b) default in the payment of principal of any Security when due and payable (whether in cash or securities) at the Stated Maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

     (c) failure by the Company to comply with its obligation to convert the Securities in accordance with this Indenture upon exercise of a Holder’s conversion right;

     (d) failure by the Company to give a Fundamental Change Company Notice or notice of a specified corporate transaction pursuant to Section 8.01(d) or Section 8.01(e), in each case when due;

     (e) failure by the Company to comply with its obligations under Article 10;

     (f) failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in Principal Amount of the Securities then outstanding has been received by the Company to comply with any of its other agreements contained in the Securities or this Indenture;

     (g) default by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50 million in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such

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debt when due and payable at its stated maturity, upon required purchase, upon declaration of acceleration or otherwise;

     (h) a final judgment for the payment of $50 million or more (excluding any amounts covered by insurance) rendered against the Company or any Subsidiary of the Company, which judgment is not paid, discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

     (i) the entry by a court having competent jurisdiction of:

     (i) a decree or order for relief in respect of the Company or any Subsidiary of the Company that is a “significant subsidiary” (as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act) in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

     (ii) a decree or order adjudging the Company or any Subsidiary of the Company that is a “significant subsidiary” (as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act) to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company or any such Subsidiary and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

     (iii) a final and non-appealable order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company or any Subsidiary of the Company that is a “significant subsidiary” (as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act) of any substantial part of the property of the Company or any such Subsidiary or ordering the winding up or liquidation of the affairs of the Company or any such Subsidiary; or

     (j) the commencement by the Company or any Subsidiary of the Company that is a “significant subsidiary” (as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act) of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company or any such Subsidiary to the entry of a decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by the Company or any such Subsidiary of a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of the Company or any such Subsidiary or relief under any applicable law, or the consent by the Company or any such Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company or any such Subsidiary or any substantial part of the property of the Company or any such Subsidiary or the making by the Company or any such Subsidiary of an assignment for the benefit of creditors, or

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the taking of corporate action by the Company or any such Subsidiary in furtherance of any such action.

     Section 9.02. Acceleration of Stated Maturity; Rescission and Annulment. (a) If an Event of Default (other than those specified in Section 9.01(i) and Section 9.01(j)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities may declare the Principal Amount of, and accrued and unpaid interest, if any, on, all the Outstanding Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such Principal Amount and accrued and unpaid interest, if any, shall become immediately due and payable.

     Notwithstanding the foregoing, in the case of an Event of Default specified in Section 9.01(i) or Section 9.01(j), the Principal Amount of, and accrued and unpaid interest, if any, on, all Outstanding Securities will ipso facto automatically and immediately become due and payable without any declaration or other act on the part of the Trustee or any Holder.

     (b) At any time after such a declaration of acceleration has been made, the Holders of a majority in Principal Amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

     (i) rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

     (ii) all existing Events of Default, other than the nonpayment of the Principal Amount of and accrued and unpaid interest, if any, on the Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 9.13.

provided, however, that no such rescission may be made for an Event of Default in respect of (x) the nonpayment of the Principal Amount of, or accrued and unpaid interest on, the Securities or the nonpayment of the Fundamental Change Repurchase Price or for the failure to deliver the consideration due upon conversion of any Securities or (y) a covenant or provision hereof which under Article 14 cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.

     No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

     Section 9.03. Additional Interest. Notwithstanding anything in this Indenture or in the Securities to the contrary, to the extent the Company elects, the sole remedy for Event of Default relating to (a) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d), or (2) the Company’s failure to comply with its obligations as set forth in Section 5.09, shall after the occurrence of such an Event of Default

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consist exclusively of the right to receive Additional Interest on the Securities at a rate equal to 0.25% per annum of the Principal Amount of the Securities outstanding for each day during the 120-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing. If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as regular interest on the Securities. On the 121st day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 121st day), the Securities will be subject to acceleration as provided in Section 9.02. In the event the Company does not elect to pay Additional Interest following an event of Default in accordance with this Section 9.03, the Securities shall be subject to acceleration as provided in Section 9.02.

     In order to elect to pay Additional Interest as the sole remedy during the first 120 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the Company must notify all Holders of the Securities, the Trustee and the Paying Agent of such election prior to the beginning of such 120-day period. Upon the failure to timely give such notice, the Securities shall be immediately subject to acceleration as provided in Section 9.02.

     Section 9.04. Collection of Indebtedness and Suits for Enforcement by Trustee. If an Event of Default occurs and is continuing, the Trustee may, but shall not be obligated to, pursue any available remedy to collect the payment of the Principal Amount plus accrued but unpaid interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding.

     Section 9.05. Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 11.07.

     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 9.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article 9 shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money to Holders, upon presentation of the

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Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 11.07; and

     SECOND: To the payment of the amounts then due and unpaid on the Securities for the Principal Amount, Redemption Price, Fundamental Change Repurchase Price or interest, as the case may be, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities.

     Section 9.07. Limitation on Suits. No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder (other than in the case of an Event of Default specified in Section 9.01(a), Section 9.01(b) or Section 9.01(c)), unless:

     (i) such Holder has previously given written notice to the Trustee that an Event of Default is continuing;

     (ii) Holders of at least 25% in Principal Amount of the Outstanding Securities shall have requested the Trustee to institute proceedings in respect of such Event of Default;

     (iii) such Holders have offered to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred in compliance with such request;

     (iv) the Trustee shall not have complied with such request within 60 days after the request and the offer of security or indemnity; and

     (v) the Holders of a majority in Principal Amount of the Outstanding Securities shall not have given the Trustee a direction that in the opinion of the Trustee is inconsistent with such request within such 60-day period;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

     Section 9.08. Unconditional Right of Holders to Receive Payment and Consideration Due Upon Conversion. Notwithstanding any other provision of this Indenture, each Holder shall have the right to receive payment or delivery, as the case may be, of the Principal Amount (including the Redemption Price and Fundamental Change Repurchase Price, if applicable) of,

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accrued and unpaid interest, if any, on, and the consideration due upon conversion of, in respect of the Securities held by such Holder, on or after the respective due dates expressed or provided for in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, and such right to receive such payment or delivery, as the case may be, on or after such respective dates shall not be impaired or affected adversely without the consent of such Holder.

     Section 9.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

     Section 9.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     Section 9.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 9 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     Section 9.12. Control by Holders. The Holders of a majority in Principal Amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:

     (i) such direction shall not be in conflict with any rule of law or with this Indenture;

     (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and

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     (iii) the Trustee may refuse to follow any direction that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would expose the Trustee to personal liability.

     Section 9.13. Waiver of Past Defaults. The Holders of a majority in Principal Amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past Default hereunder and its consequences, except a Default:

     (i) described in Section 9.01(a), Section 9.01(b) or Section 9.01(c); or

     (ii) in respect of a covenant or provision hereof which under Article 14 cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.

     Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

     Section 9.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect of the Securities, a court may require any party litigant in such suit to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant; but the provisions of this Section 9.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in Principal Amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the payment of the Principal Amount on any Security on or after the Stated Maturity of such Security, the Redemption Price or the Fundamental Change Repurchase Price.

ARTICLE 10
Consolidation, Merger, Sale, Conveyance, Transfer Or Lease

     Section 10.01. Company May Consolidate, etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:

     (a) either (i) the Company is the resulting, surviving or transferee Person or (ii) the Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the “Surviving Entity”), (1) is a corporation organized and validly existing under the laws of the United States of America, any State thereof

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or the District of Columbia and (2) the Surviving Entity expressly assumes, by an indenture supplemental hereto, all obligations of the Company under the Securities and this Indenture;

     (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and

     (c) if a supplemental indenture is required in connection with such transaction, the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply with this Article 10 and Article 14, respectively.

     For purposes of this Section 10.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person. For the avoidance of doubt, for purposes of this Section 10.01, in no event will a strategic transaction or other divestiture of the Company’s Information Management Business be considered the sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets.

     Section 10.02. Successor Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the Surviving Entity and upon the assumption by the Surviving Entity, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and interest on all of the Securities, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, with the same effect as if it had been named herein as the party of this first part, and, except in the case of a lease of all or substantially all of the Company’s properties and assets, the Company shall be discharged from its obligations under the Securities and this Indenture. Such Surviving Entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Securities, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Surviving Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities that such Surviving Entity shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer, upon compliance with this Article 10 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 10 may be

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dissolved, wound up and liquidated at any time thereafter and such Person shall be discharged from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture.

ARTICLE 11
The Trustee

     Section 11.01. Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default of which a Responsible Officer of the Trustee has actual knowledge with respect to the Securities has occurred (which has not been cured or waived), the Trustee shall exercise the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 11.01.

     Section 11.02. Notice of Defaults. If a Default hereunder occurs and is continuing and is known to the Trustee, the Trustee shall give the Holders notice thereof within 90 days after the occurrence thereof; provided that (except in the case of any Default in the payment of Principal Amount (including the Redemption Price and Fundamental Change Repurchase Price, if applicable) of or interest on any of the Securities or a Default in the payment or delivery of the consideration due upon conversion), the Trustee shall be protected in withholding such notice if and so long as a committee of trust officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of Securities.

     Section 11.03. Certain Rights of Trustee. Subject to the provisions of Section 11.01:

     (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

     (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

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     (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate;

     (d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit; and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

     (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney or custodian appointed with due care by it hereunder;

     (h) the Trustee shall not be charged with knowledge or required to take notice of any Default or Event of Default with respect to the Securities unless either (i) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or any other obligor on such Securities or by any Holder of such Securities;

     (i) the Trustee shall not be liable in its individual capacity for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

     (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian, director, officer, employee and other Person employed to act hereunder;

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     (k) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

     (l) the permissive rights of the Trustee to take certain actions under or perform any discretionary act enumerated in this Indenture shall not be construed as a duty unless so specified herein, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such action or act; and

     (m) the Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of the Holders of a majority in aggregate Principal Amount of the Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising or omitting to exercise any trust or power conferred upon the Trustee, under this Indenture.

     Section 11.04. Not Responsible for Recitals. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. Except with respect to the authentication of Securities pursuant to Section 2.03, the Trustee shall not be responsible for the legality or the validity of this Indenture or the Securities issued or intended to be issued hereunder.

     Section 11.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 11.08 and 11.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.

     Section 11.06. Money Held in Trust. Subject to the provisions of Section 4.02 and Section 5.04, all monies and properties received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

     Section 11.07. Compensation, Reimbursement; Indemnification. The Company agrees:

     (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in

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writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

     (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

     (iii) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

     Notwithstanding any other provision of this Indenture to the contrary, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

     The obligations of the Company under this Section 11.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company’s payment obligations in this Section 11.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal on the Securities. Such lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after a Default or an Event of Default specified in Section 9.01(i) and Section 9.01(j) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any other similar foreign, federal or state law for the relief of debtors.

     Section 11.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

     Section 11.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has, or whose parent banking company has, a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of

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this Section 11.09, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 11.

     Section 11.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 11 shall become effective until the acceptance of appointment by the successor Trustee under Section 11.11.

     (b) The Trustee may resign at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by Act of the Holders of majority in Principal Amount of the Outstanding Securities, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities.

     (d) If at any time:

     (i) the Trustee shall fail to comply with Section 11.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

     (ii) the Trustee shall cease to be eligible under Section 11.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or

     (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or

     (iv) a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Company Order may remove the Trustee, or (B) subject to Section 9.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Company Order, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in Principal Amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

     (f) The Company shall give written notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

     Section 11.11. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

     No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article 11.

     Section 11.12. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee by sale or otherwise, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article 11, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

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     Section 11.13. Preferential Collection of Claims against the Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

ARTICLE 12
Holders’ Lists And Reports By Trustee

     Section 12.01. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

     (i) semiannually, not more than 15 days after each Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date; and

     (ii) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar; provided, however, that no such list need be furnished so long as the Trustee is acting as Security Registrar.

     Section 12.02. Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 12.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 12.01 upon receipt of a new list so furnished.

     (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.

     (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

     Section 12.03. Reports By Trustee. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no

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later than September 15 in each calendar year, commencing on September 15, 2010. Each such report shall be dated as of a date not more than 60 days prior to the date of transmission.

     (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee in writing when the Securities are listed on any stock exchange or of any delisting thereof.

ARTICLE 13
Satisfaction And Discharge

     Section 13.01. Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

     Section 13.02. Deposited Monies and Common Shares, if any, to Be Held in Trust by Trustee. Subject to Section 5.04, all monies and Common Shares, if any, deposited with the Trustee pursuant to Section 13.01 shall be held in trust for the sole benefit of the Holders of the

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Securities, and such monies and Common Shares shall be applied by the Trustee to the payment, either directly or through any Paying Agent (including the Company or any Subsidiary of the Company acting as Paying Agent), to the Holders of the particular Securities for the payment, settlement or redemption of which such monies or Common Shares have been deposited with the Trustee, of all sums or amounts due and to become due thereon for principal and interest, if any.

     Section 13.03. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or Common Shares in accordance with Section 13.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money and Common Shares in accordance with Section 13.02; provided, however, that if the Company makes any payment of interest on, principal of or payment or delivery in respect of any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Common Shares, if any, held by the Trustee or Paying Agent.

ARTICLE 14
Supplemental Indentures

     Section 14.01. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

     (a) to cure any ambiguity, omission, defect or inconsistency that does not materially adversely affect Holders of the Securities;

     (b) to provide for the assumption by a Surviving Entity of the obligations of the Company under this Indenture pursuant to Article 10;

     (c) to add guarantees with respect to the Securities;

     (d) to secure the Securities;

     (e) to add to the Company’s covenants for the benefit of the Holders or surrender any right or power conferred upon the Company;

     (f) to make any change that does not materially adversely affect the rights of any Holder;

     (g) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or

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     (h) to conform the provisions of this Indenture or the Securities to the “Description of the 2029 Debentures” section of the Prospectus.

     Section 14.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of at least a majority in Principal Amount of the Securities then Outstanding, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

     (i) reduce the amount of Securities whose Holders must consent to an amendment or waiver;

     (ii) reduce the rate of or extend the stated time for payment of interest on any Security;

     (iii) reduce the Principal Amount of or extend the Stated Maturity of any Security;

     (iv) make any change that impairs or adversely affects the conversion rights or Conversion Rate of any Securities;

     (v) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Security or amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

     (vi) make any Security payable in money other than that stated in the Security;

     (vii) impair the right of any Holder to receive payment of the Principal Amount of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; or

     (viii) make any changes to the subordination provisions of this Indenture if such change would adversely affect the rights of Holders.

     It shall not be necessary for any Act of Holders under this Section 14.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

     Section 14.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article 14 or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 11.01) shall be fully protected in conclusively relying upon, in addition to the

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documents required by Section 1.02, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Subject to the preceding sentence, the Trustee shall sign such supplemental indenture if the same does not adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

     Section 14.04. Notice of Supplemental Indenture. After an amendment or supplement under this Article 14 becomes effective, the Company shall mail to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment or supplement.

     Section 14.05. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article 14, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

     Section 14.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 14 shall conform to the requirements of the Trust Indenture Act.

     Section 14.07. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 14 shall bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

CONVERGYS CORPORATION
 

By:  

[Trustee Signature Follows]

U.S. BANK NATIONAL ASSOCIATION, as Trustee
 

By:  

EXHIBIT A

[FORM OF FACE OF SECURITY]

     [INCLUDE IF SECURITY IS A GLOBAL SECURITY] [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

     [INCLUDE FOR ALL SECURITIES] [THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. PURSUANT TO SECTION 5.12 OF THE INDENTURE, THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACH BENEFICIAL OWNER OF A SECURITY AGREES, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, (I) TO TREAT THE SECURITIES AS INDEBTEDNESS OF THE COMPANY SUBJECT TO UNITED STATES TREASURY REGULATIONS SECTION 1.1275-4 (THE “CONTINGENT DEBT REGULATIONS”) AND, FOR PURPOSES OF THE CONTINGENT DEBT REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF ANY COMMON STOCK RECEIVED UPON CONVERSION AS A CONTINGENT PAYMENT, (II) TO BE BOUND BY THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT DEBT REGULATIONS, WITH RESPECT TO SUCH HOLDER’S SECURITIES AND (III) TO USE SUCH “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE” IN DETERMINING INTEREST ACCRUALS WITH RESPECT TO THE SECURITIES AND ADJUSTMENTS THERETO. [A HOLDER OF SECURITIES MAY OBTAIN THE ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: CONVERGYS CORPORATION, 201 EAST FOURTH STREET,

CINCINNATI, OH 45202, ATTENTION: CORPORATE SECRETARY, WITH A COPY TO: CONVERGYS CORPORATION, 201 EAST FOURTH STREET, CINCINNATI, OH 45202, ATTENTION: TREASURER.]]¹

¹ OID legend not required for publicly traded notes, though a Form 8281 is.

2

CONVERGYS CORPORATION

5.75% Junior Subordinated Convertible Debentures due 2029

No. ___ Initially U.S. $                                        

CUSIP No. [_______]

     Convergys Corporation, a corporation duly organized and validly existing under the laws of the State of Ohio (the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                      DOLLARS ($                    ) (or such lesser amount principal amount as shall be set forth on the “Schedule of Exchanges of Securities” in Schedule A hereto) on September 15, 2029, and interest hereon as set forth below.

     Reference is made to the further provisions of this Security set forth on the reverse hereof, including, without limitation, provisions giving the Company the right to redeem this Security under certain circumstances and provisions giving the Holder the right to convert this Security into cash and Common Shares, if any, and to require the Company to repurchase this Security upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture (as defined on the reverse of this Security). Such further provisions shall for all purposes have the same effect as though fully set forth at this place. Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture.

     This Security shall be deemed to be a contract made under the laws of the State of New York, and, for all purposes, this Security, and any claim, controversy or dispute arising under or related to this Security, shall be construed in accordance with and governed by the laws of the State of New York (without regard to the conflicts of laws provisions thereof).

     In the case of any conflict between this Security and the Indenture, the provisions of the Indenture shall control.

     This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee or a duly authorized authenticating agent under the Indenture.

[Remainder of page intentionally left blank]

3

     IN WITNESS WHEREOF, CONVERGYS CORPORATION has caused this instrument to be duly executed.

     Dated:                     

CONVERGYS CORPORATION
By:
	Name:
	Title:

4

CERTIFICATE OF AUTHENTICATION

     This is one of the Securities referred to in the within-mentioned Indenture.

     Dated:                     

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By
	Authorized Signatory

5

[FORM OF REVERSE OF SECURITY]

CONVERGYS CORPORATION
5.75% Junior Subordinated Convertible Debentures due 2029

     This Security is one of a duly authorized issue of Securities of the Company, designated as its 5.75% Junior Subordinated Convertible Debentures due 2029 (the “Securities”), all issued or to be issued under and pursuant to an Indenture dated as of [October ___], 2009 (the “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities.

     Regular Interest shall accrue on the Securities from the date of issue, or from the most recent date on which interest has been paid or duly provided for, at a rate of 5.75% per annum until the Principal thereof is paid or made available for payment. Regular Interest shall be payable by the Company semiannually in arrears on each Interest Payment Date to the Holder in whose name any Security is registered at the close of business on the corresponding Record Date. In addition to Regular Interest, beginning with the semiannual interest period commencing on September 15, 2019, Contingent Interest on the Securities shall accrue during any semiannual interest period where the average Trading Price of the Securities for the 10 Trading Days immediately preceding the first day of such semiannual period is greater than or equal to $1,500 per $1,000 Principal Amount of Securities, in which case such Contingent Interest payable on each $1,000 Principal Amount of Securities for such semiannual period shall be equal to 0.75% per annum of such average Trading Price.

     The Securities are unsecured junior obligations of the Company subordinated in right of payment to the Company’s existing and future Senior Debt and effectively subordinated in right of payment to all indebtedness and other liabilities of the Company’s Subsidiaries.

     No sinking fund is provided for the Securities. As provided in and subject to the provisions of the Indenture, the Securities may be redeemed, in whole or in part, at the option of the Company (i) on or prior to September 15, 2010, if a Tax Triggering Event has occurred and (ii) on or after September 15, 2019, if the Last Reported Sale Price of the Common Shares has been at least 150% of the applicable Conversion Price for at least 20 Trading Days (whether or not consecutive) during the 30 consecutive Trading Day period immediately preceding the date on which the Company provides the relevant Redemption Notice, in each case at the Redemption Price set forth in the Indenture.

     As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion thereof (in principal amounts of

6

$1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

     As provided in and subject to the provisions of the Indenture, (i) prior to the close of business on the Business Day immediately preceding September 15, 2028, only upon the satisfaction of the occurrence of the conditions described in clauses (a) through (e) of Section 8.01 of the Indenture and (ii) on or after September 15, 2028, without regard to the conditions described in clauses (a) through (e) of Section 8.01, each Holder shall have the right, at such Holder’s option, at any time following the Issue Date of this Security through the close of business on the Business Day immediately preceding the Stated Maturity, subject to Section 8.02(d), to convert the Principal Amount of this Security or a portion thereof that is $1,000 or an integral multiple thereof, into cash and Common Shares (subject to the Company’s right to pay cash in respect of all or a portion of such shares in accordance with Section 8.02(b)), if any, at the applicable Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in Principal Amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in Principal Amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, in case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of and interest on all Securities may be declared due and payable, by either the Trustee or Holders of not less than 25% in aggregate Principal Amount of Securities then Outstanding, and upon said declaration shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount (including the Redemption Price and Fundamental Change Repurchase if applicable) of, interest on and the consideration due upon conversion of, this Security at the times, place and rate, and in the coin or currency, herein prescribed.

     No service charge shall be made for any registration of transfer or exchange of this Security, but the Company and the Security Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection

7

with any registration of transfer or exchange of this Security, other than exchanges pursuant to Section 2.04 of the Indenture not involving any transfer.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

     This Security, and any claim, controversy or dispute arising under or related to this Security, shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws provisions thereof that would result in the application of any law other than the law of the State of New York).

     All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

8

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM — as tenants in common	UNIF GIFT MIN ACT
		Custodian
	(Cust)
TEN ENT — as tenants by the entireties
	(Minor)
JT TEN — as joint tenants with right of
Survivorship and not as tenants in common	Uniform Gifts to Minors Act                     (State)

Additional abbreviations may also be used though not in the above list.

9

SCHEDULE A

SCHEDULE OF EXCHANGES OF SECURITIES

CONVERGYS CORPORATION
5.75% Junior Subordinated Convertible Debentures due 2029

     The initial Principal Amount of this Global Security is                      DOLLARS ($[                    ]). The following increases or decreases in this Global Security have been made:

	Amount of	Amount of	Principal Amount	Signature of
	decrease in	increase in	of this Global	authorized
	Principal Amount	Principal Amount	Security following	signatory of
	of this Global	of this Global	such decrease or	Trustee or
Date of Exchange	Security	Security	increase	Custodian

A-1

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: Convergys Corporation

     The undersigned registered owner of this Security hereby exercises the option to convert this Security, or the portion hereof (that is $1,000 Principal Amount or an integral multiple thereof) below designated, into cash and Common Shares, if any, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such conversion, together with any cash for any fractional shares, and any Securities representing any unconverted Principal Amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any Common Shares or any portion of this Security not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto in accordance with Section 8.02(h) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Security.

Dated:
	Signature(s)
Signature Guarantee
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Common Shares are to be issued, or Securities to be delivered, other than to and in the name of the registered holder.
Fill in for registration of shares if to be issued, and Securities if to be delivered, other than to and in the name of the registered holder:

1

(Name)
(Street Address)
(City, State and Zip Code)
Please print name and address
	Principal Amount to be converted (if less than all): $______,000
	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.
	Social Security or Other Taxpayer Identification Number

2

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To: Convergys Corporation

     The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Convergys Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Security (1) the entire Principal Amount of this Security, or the portion thereof (that is $1,000 Principal Amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date.

     In the case of Physical Securities, the certificate numbers of the Securities to be purchased are as set forth below:

Dated:                                         

Signature(s)

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if less than all):

$___,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.

1

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

For value received                                                              hereby sell(s), assign(s) and transfer(s) unto                                          (Please insert social security or Taxpayer Identification Number of assignee) the within Security, and hereby irrevocably constitutes and appoints                                          attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.

Dated:                                                             

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Securities are to be delivered, other than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.

EX-5.1

Exhibit 5.1

JONES DAY

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190

TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212

September 9, 2009

Convergys Corporation
201 East Fourth Street
Cincinnati, Ohio 45202

Re:       Registration Statement on Form S-4 filed by Convergys Corporation

Ladies and Gentlemen:

     We have acted as special counsel for Convergys Corporation, an Ohio corporation (the “Company”), in connection with the proposed issuance and exchange (the “Exchange Offer”) of up to $125,000,000 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due 2029 of the Company (the “Exchange Notes”) for up to $122,549,019 aggregate principal amount of the outstanding 4.875% Senior Notes due December 15, 2009 of the Company (the “Existing Notes”), as contemplated by the Company’s Registration Statement on Form S-4, as amended, (Registration Statement No. 333-161586) (the “Registration Statement”), to which this opinion has been filed as an exhibit. The Exchange Notes will be issued pursuant to an indenture to be entered into (as amended and supplemented from time to time, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Exchange Notes will be convertible into the Company’s common shares, without par value (the “Common Shares” and, together with the Exchange Notes, the “Securities”), on the terms and subject to the conditions set forth in the Indenture, the Exchange Notes and as contemplated by the Registration Statement.

     In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

     1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered against payment therefor in the manner contemplated by the Registration Statement, will constitute valid and binding obligations of the Company.

     2. The Common Shares initially issuable upon conversion of the Exchange Notes have been authorized by all necessary corporate action of the Company and, when issued upon conversion of the Exchange Notes pursuant to the terms and conditions of the Exchange Notes and the Indenture, will be validly issued, fully paid and nonassessable.

     In rendering the foregoing opinions, we have assumed that: (i) the Registration Statement, and any amendments thereto, will have become effective and will remain effective; (ii) the resolutions authorizing the Company to issue, offer and sell the Securities will be in full force and effect at all times at which any Securities are issued, offered or sold by the Company; (iii) the Company will issue and deliver the Securities in the manner contemplated by the

Registration Statement and any Securities issuable upon the conversion will have been authorized and reserved for issuance within the limits of the then authorized and reserved amounts of such Securities; (iv) the Securities will be issued in compliance with applicable federal and state securities laws; (v) the Trustee will have authorized, executed and delivered the Indenture and the Indenture will be a valid and binding obligation of the Trustee, enforceable against the Trustee; and (vi) the Indenture will be governed by and construed in accordance with the laws of the State of New York.

     With respect to the Exchange Notes, we have further assumed that: (i) such Exchange Notes will have been issued pursuant to an indenture that has been executed and delivered by the Company and the Trustee in a form approved by us and the Indenture will have been qualified under the Trust Indenture Act of 1939; and (ii) such Exchange Notes will be executed, authenticated, issued and delivered in accordance with the Indenture.

     The opinion expressed in paragraph 1 above is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles, whether such principles are considered in a proceeding at law or at equity.

     As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinions expressed herein are limited to the laws of the State of New York and the laws of the State of Ohio.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-8.1

Exhibit 8.1

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190
 
TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212

September 9, 2009

Convergys Corporation
201 East Fourth Street
Cincinnati, OH 45202

Re: Registration Statement on Form S-4
filed by Convergys Corporation on August 27, 2009

Ladies and Gentlemen:

     We have acted as special tax counsel for Convergys Corporation, an Ohio corporation (the “Company”), in connection with the proposed issuance of up to $125,000,000 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due 2029 (the “2029 Debentures”) by the Company in connection with the Company’s offer to exchange (the “Exchange Offer”) the 2029 Debentures for a portion of the Company’s outstanding 4.875% Senior Notes due 2009 (the “2009 Notes”). This opinion letter is being furnished in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed on August 27, 2009 with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”) and the preliminary prospectus dated September 9, 2009 included therein (the “Preliminary Prospectus”). The 2029 Debentures will be issued pursuant to an indenture to be entered into between the Company and U.S. Bank National Association as trustee upon the consummation and settlement of the Exchange Offer (the “Indenture”), and will be convertible into the Company’s common shares, without par value, on the terms and subject to the conditions described in the Preliminary Prospectus.

     In connection with our opinion, we have reviewed and are relying upon the Registration Statement, including the exhibits thereto, the Preliminary Prospectus, and upon such other documents, records and instruments that we have deemed necessary or appropriate for purposes of our opinion, and have assumed their accuracy as of the date hereof. For purposes of this letter, we have further assumed that the final executed version of the Indenture will be identical in all material respects to the version most recently supplied to us and that such final version will be valid and enforceable in accordance with its terms.

     This opinion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the legislative history thereto, the existing applicable United States federal income tax regulations promulgated or proposed under the Code, published judicial authority and currently effective published rulings and administrative pronouncements of the

Convergys Corporation
September 9, 2009
Page 2

Internal Revenue Service (the “IRS”), all of which are subject to change at any time, possibly with retroactive effect, and subject to differing interpretations.

     Based upon and subject to the foregoing and the qualifications set forth below, we are of the opinion that the statements set forth in the Preliminary Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” subject to the qualifications set forth therein and in this letter, to the extent they describe United States federal income tax laws or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

     In rendering our opinion, we are expressing our views only as to the United States federal income tax laws. We do not undertake to advise you of the effect of changes in matters of law or fact occurring subsequent to the date hereof. This opinion is not binding upon the IRS or the courts. There can be no assurance, and none is hereby given, that the IRS will not take a position contrary to one or more of the positions reflected in the foregoing opinion or that our opinion will be upheld by the courts if challenged by the IRS.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-12.1

     Exhibit 12.1

CONVERGYS CORPORATION
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
(Amounts in millions)

	For the Six			For the Twelve			For the Twelve			For the Twelve			For the Twelve			For the Twelve
	Months Ended			Months Ended			Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2009			Dec. 31, 2008			Dec. 31, 2007			Dec. 31, 2006			Dec. 31, 2005			Dec. 31, 2004
Earnings:
Income before income taxes, extraordinary charges and cumulative effect of change in accounting principle	$	(34.3	)	$	(163.9	)	$	245.6		$	244.6		$	213.4		$	173.4
Adjustment for undistributed (income)/losses of partnerships, net of distributions		(0.4	)		3.5			(5.5	)		(6.0	)		(8.9	)		(1.7	)
Interest expense		13.7			22.6			17.5			22.8			21.2			10.3
Portion of rental expense deemed interest		14.5			28.5			28.8			28.7			33.0			31.0
Total earnings	$	(6.5	)	$	(109.3	)	$	286.4		$	290.1		$	258.7		$	213.0
Fixed Charges:
Interest expense	$	13.7		$	22.6		$	17.5		$	22.8		$	21.2		$	10.3
Portion of rental expense deemed interest		14.5			28.5			28.8			28.7			33.0			31.0
Total fixed charges	$	28.2		$	51.1		$	46.3		$	51.5		$	54.2		$	41.3
Preferred dividends:
Preferred dividends		—			—			—			—			—			—
Combined fixed charges and preferred dividends	$	28.2		$	51.1		$	46.3		$	51.5		$	54.2		$	41.3
Ratio of Earnings to Fixed Charges		(0.23	)		(2.14	)		6.19			5.63			4.77			5.16
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends		(0.23	)		(2.14	)		6.19			5.63			4.77			5.16

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-4) and related Prospectus of Convergys Corporation, for the exchange of 4.875% senior notes due 2009 and to the incorporation by reference therein of our reports dated February 26, 2009, with respect to the consolidated financial statements and schedule of Convergys Corporation, and the effectiveness of internal control over financial reporting of Convergys Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

Ernst & Young LLP

Cincinnati, Ohio

September 8, 2009

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Robert Jones
U.S. Bank National Association
425 Walnut Street
Cincinnati, Ohio 45202
(513) 632-4427
(Name, address and telephone number of agent for service)

Convergys Corporation
(Exact name of obligor as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	31-1598292 (I.R.S. Employer Identification No.)
201 East Fourth Street Cincinnati, Ohio	45202
(Address of Principal Executive Offices)	(Zip Code)

Junior Subordinated Convertible Debentures
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

     None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee.**
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of June 30, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cincinnati, State of Ohio on the 9th of September, 2009.

By:	/s/ Robert T. Jones
	Robert T. Jones
	Vice President

By:	/s/ William Sicking
	William Sicking
	Vice President

3

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 9, 2009

By:	/s/ Robert T. Jones
	Robert T. Jones
	Vice President

By:	/s/ William Sicking
	William Sicking
	Vice President

4

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2009

($000’s)

	6/30/2009
Assets
Cash and Balances Due From Depository Institutions	$	6,526,915
Securities		38,971,863
Federal Funds		3,558,381
Loans & Lease Financing Receivables		180,342,925
Fixed Assets		4,176,818
Intangible Assets		12,451,763
Other Assets		14,416,029
Total Assets	$	260,444,694
Liabilities
Deposits	$	174,406,310
Fed Funds		11,988,123
Treasury Demand Notes		0
Trading Liabilities		385,470
Other Borrowed Money		34,999,265
Acceptances		0
Subordinated Notes and Debentures		7,779,967
Other Liabilities		6,530,991
Total Liabilities	$	236,090,126
Equity
Minority Interest in Subsidiaries	$	1,647,451
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		10,046,897
Total Equity Capital	$	24,354,568
Total Liabilities and Equity Capital	$	260,444,694

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:
	Vice President
Date:	August 21, 2009

5

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

CONVERGYS CORPORATION

OFFER TO EXCHANGE
UP TO $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.75% JUNIOR SUBORDINATED CONVERTIBLE
DEBENTURES DUE 2029 (“2029 DEBENTURES”)
FOR UP TO $122,549,019 AGGREGATE PRINCIPAL AMOUNT OF
OUR OUTSTANDING 4.875% SENIOR NOTES DUE 2009 (“2009 SENIOR NOTES”)
(CUSIP NO. 212485 AD8)

Pursuant to the Preliminary Prospectus Dated September 9, 2009

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 2009, UNLESS EXTENDED OR EARLIER TERMINATED BY US (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). THIS LETTER OF TRANSMITTAL NEED NOT BE COMPLETED BY HOLDERS TENDERING 2009 SENIOR NOTES BY ATOP (AS HEREINAFTER DEFINED). TENDERED 2009 SENIOR NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Overnight Delivery or Mail (Registered or Certified Mail Recommended):	By Hand:	By Facsimile Transmission:
U.S. Bank National Association 60 Livingston Ave Attention Specialized Finance St. Paul, MN 55107	U.S. Bank National Association 60 Livingston Ave 1st floor — Bond drop window St. Paul, MN 55107	(651) 495-8097 Attention Specialized Finance Confirm by Telephone: (800) 934-6802

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY OF 2009 SENIOR NOTES.

Capitalized terms used but not defined herein shall have the same meanings given to them in the Prospectus (as defined below).

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED AND SIGNED.

QUESTIONS AND REQUESTS FOR ASSISTANCE RELATING TO THE PROCEDURES FOR TENDERING 2009 SENIOR NOTES AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL, THE FORM OF NOTICE OF GUARANTEED DELIVERY AND/OR THE FORM OF NOTICE OF WITHDRAWAL MAY BE DIRECTED TO THE INFORMATION AGENT AT ITS ADDRESS AND TELEPHONE NUMBERS ON THE BACK COVER OF THIS LETTER OF TRANSMITTAL.

This Letter of Transmittal is to be completed if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth under “The Exchange Offer — Procedures for tendering 2009 Senior Notes” in the Prospectus and an Agent’s Message (as defined below) is not delivered. Book-entry confirmation of a book-entry transfer of 2009 Senior Notes (as defined herein) into the Exchange Agent’s accounts at The Depository Trust Company (“DTC”), as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, or an Agent’s Message in lieu thereof, must be received by the Exchange Agent at its address set forth herein on or prior to the expiration of the Exchange Offer (as defined below), or, in the case of guaranteed delivery, no later than three New York Stock Exchange trading days after the Expiration Date. The term “book-entry confirmation” means a confirmation of a book-entry transfer of 2009 Senior Notes into the Exchange Agent’s account at DTC. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the terms of, and to make all of the representations contained in, this Letter of Transmittal and that Convergys Corporation may enforce this Letter of Transmittal against such participant.

Holders (as defined in Instruction 2 below) of 2009 Senior Notes who wish to participate in the Exchange Offer and who cannot complete the procedures for book-entry transfer on a timely basis must tender their 2009 Senior Notes according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed delivery procedures.”

If you hold your 2009 Senior Notes through a broker dealer, commercial bank, trust company or other nominee, you should contact such nominee promptly and instruct them to tender 2009 Senior Notes on your behalf. You should keep in mind that your intermediary may require you to take action with respect to the Exchange Offer a number of days before the Expiration Date in order for such entity to tender 2009 Senior Notes on your behalf on or prior to the Expiration Date in accordance with the terms of the Exchange Offer.

Holders who wish to tender their 2009 Senior Notes using this Letter of Transmittal must complete the section below entitled “Method of Delivery” and complete the box below entitled “Description of 2009 Senior Notes Tendered” and sign in the appropriate box below.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.

2

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF 2009 SENIOR NOTES TENDERED

	DTC Account	Principal Amount	Principal Amount
Name(s) and Addresses of Holder(s)	Number	Represented	Tendered*
		2009 Senior Notes
* 2009 Senior Notes may be tendered in whole or in part in integral multiples of $1,000. Unless otherwise indicated in the column labeled “Principal Amount Tendered,” a holder will be deemed to have tendered all 2009 Senior Notes represented by the 2009 Senior Notes indicated in the column “Principal Amount Represented.” See Instruction 4.

METHOD OF DELIVERY

o  CHECK HERE IF TENDERED 2009 SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: ­ ­

DTC Account Number: ­ ­

Transaction Code Number: ­ ­

o  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED 2009 SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s): ­ ­

Window Ticket Number (if any): ­ ­

Date of Institution that Guaranteed Delivery: ­ ­

Name of Tendering Institution: ­ ­

DTC Account Number: ­ ­

Transaction Code Number: ­ ­

3

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Convergys Corporation, an Ohio corporation (the “Company”), the above described principal amount of 2009 Senior Notes in exchange for $1,020 principal amount of 2029 Debentures for each $1,000 principal amount of 2009 Senior Notes (such consideration, the “Exchange Offer Consideration”) receipt of which is hereby acknowledged, upon the terms and subject to the conditions set forth in the Preliminary Prospectus dated September 9, 2009 (as the same may be amended or supplemented from time to time, the “Prospectus”) and in this Letter of Transmittal (which, together with the Prospectus, we refer to as the “Exchange Offer”).

Subject to and effective upon the acceptance for exchange of all or any portion of the 2009 Senior Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to such 2009 Senior Notes as are being tendered herewith, waives any and all other rights with respect to the 2009 Senior Notes, and releases and discharges the Company from any and all claims such Holder may now have, or may have in the future, arising out of, or related to, the 2009 Senior Notes, including, without limitation, any claims arising from any existing or past defaults, or any claims that such Holder is entitled to receive additional interest with respect to the 2009 Senior Notes (other than any accrued and unpaid interest up to, but excluding, the date of settlement of the Exchange Offer) or to participate in any redemption or repurchase of the 2009 Senior Notes.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered 2009 Senior Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (i) deliver 2009 Senior Notes to the Company, or transfer ownership of such 2009 Senior Notes on the account books maintained at DTC, together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Offer Consideration to be paid in exchange for such 2009 Senior Notes, (ii) present such 2009 Senior Notes for transfer, and to transfer the 2009 Senior Notes on the books of trustees for the securities and the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such 2009 Senior Notes, all in accordance with the terms and conditions of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the 2009 Senior Notes tendered hereby and that when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the 2009 Senior Notes tendered hereby are not subject to any adverse claims, rights or proxies. The undersigned also represents and warrants that the undersigned is not the Company’s “affiliate” (as defined below). The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the 2009 Senior Notes tendered hereby. The undersigned acknowledges receipt of the Prospectus and this Letter of Transmittal and has read and agrees to all of the terms of the Exchange Offer.

As used herein, “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

The name(s) and address(es) of the Holder(s) of the 2009 Senior Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the account books maintained at DTC.

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The 2009 Senior Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

The undersigned understands and acknowledges that the Exchange Offer will expire at midnight, New York City time, on the Expiration Date. In addition, the undersigned understands and acknowledges that, in order to receive the 2029 Debentures offered in exchange for the 2009 Senior Notes, the undersigned must have validly tendered (and not validly withdrawn) 2009 Senior Notes prior to midnight, New York City time on the Expiration Date.

The undersigned understands that tenders of 2009 Senior Notes pursuant to any one of the procedures described in “The Exchange Offer — Procedures for tendering 2009 Senior Notes” in the Prospectus and in the instructions attached hereto will, upon the Company’s acceptance for exchange of such tendered 2009 Senior Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The Exchange Offer is subject to the conditions set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (some of which may be waived, in whole or in part, by the Company) as more particularly set forth in the Prospectus, the Company may not be required to accept for exchange any of the outstanding 2009 Senior Notes tendered by this Letter of Transmittal and, in such event, the outstanding 2009 Senior Notes not accepted for exchange will be returned to the undersigned at the address shown below the signature of the undersigned.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, if any tendered 2009 Senior Notes are not exchanged pursuant to the Exchange Offer for any reason, such 2009 Senior Notes will be promptly returned to the tendering Holder(s) or credited to such Holder(s)’ DTC account(s), without expense to the tendering Holder, promptly following the expiration or termination of the Exchange Offer.

For purposes of the Exchange Offer, the undersigned understands that the Company will be deemed to have accepted for exchange validly tendered 2009 Senior Notes, or defectively tendered 2009 Senior Notes with respect to which the Company has waived such defect, if, as and when the Company gives oral (promptly confirmed in writing) or written notice thereof to the Exchange Agent.

The undersigned understands that the delivery and surrender of the 2009 Senior Notes is not effective, and the risk of loss of the 2009 Senior Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of (1) timely confirmation of a book-entry transfer of such 2009 Senior Notes into the Exchange Agent’s applicable account at DTC pursuant to the procedures set forth in the Prospectus, (2) a properly transmitted Agent’s Message through ATOP and (3) all accompanying evidences of authority and any other required documents in form satisfactory to the Company. All questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of 2009 Senior Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity (if an individual) or dissolution (if an entity) of the undersigned and any representation, warranty, undertaking and obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned.

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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF 2009 SENIOR NOTES)

This Letter of Transmittal must be signed by the Holder(s) of 2009 Senior Notes exactly as their name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted herewith). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide their full title below under “capacity” and submit evidence satisfactory to the Company of such person’s authority to act and see Instruction 2 below.

If the signature appearing below is not of the record holder(s) of the 2009 Senior Notes, then the record holder(s) must sign a valid bond power.

X 

X 

(Signature(s) of Holder(s) or Authorized Signatory)

DATE: ­ ­, 2009

NAME(S): 

(Please Print)

CAPACITY: 

ADDRESS: 

(Including Zip Code)

TELEPHONE NUMBER WITH AREA CODE: 

Please Complete Substitute Form W-9 Herein

SIGNATURE GUARANTEE
(SEE INSTRUCTION 2 BELOW)

X 

(Signature(s) of Holder(s) or Authorized Signatory)

DATE: ­ ­, 2009

NAME: 

(Please Print)

TITLE: 

NAME OF FIRM: 

ADDRESS: 

(Including Zip Code)

TELEPHONE NUMBER WITH AREA CODE: 

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SPECIAL ISSUANCE INSTRUCTIONS

To be completed ONLY if the Exchange Offer Consideration or 2009 Senior Notes not tendered or not accepted for exchange is to be issued in the name of someone other than the registered holder of the 2009 Senior Notes whose name(s) appear(s) above.

ISSUE: o  Returned 2009 Senior Notes to:

         o  Exchange Offer Consideration to:
(check as applicable)

Name 

(Please Print)

Address 

(Include Zip Code)

Tax Identification or Social Security Number

Please Complete Substitute Form W-9 Herein

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if the Exchange Offer Consideration or 2009 Senior Notes not tendered or not accepted for exchange is to be sent to someone other than the registered holder of the 2009 Senior Notes whose name(s) appear(s) above, or such registered holder at an address other than that shown above.

ISSUE: o  Returned 2009 Senior Notes to:

         o  Exchange Offer Consideration to:
(check as applicable)

Name 

(Please Print)

Address

(Include Zip Code)

DTC Account Number

Tax Identification or Social Security Number

Please Complete Substitute Form W-9 Herein

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of Letter of Transmittal and Book-Entry Confirmations; Guaranteed Delivery Procedures.  This Letter of Transmittal is to be completed if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Book-entry transfer” in the Prospectus and an Agent’s Message is not delivered. Timely confirmation of a book-entry transfer of such 2009 Senior Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, or an Agent’s Message in lieu of a Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to midnight, New York City time, on the Expiration Date, or, in the case of guaranteed delivery, no later than three New York Stock Exchange trading days after the Expiration Date. 2009 Senior Notes may be tendered in whole or in part in integral multiples of $1,000.

Holders who wish to tender their 2009 Senior Notes and who cannot complete the procedures for delivery by book-entry transfer on a timely basis may tender their 2009 Senior Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed delivery procedures.” Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a validly completed and duly executed Notice of Guaranteed Delivery, in the form made available by the Company, must be received by the Exchange Agent prior to midnight, New York City time, on the Expiration Date; and (iii) a Book-Entry Confirmation representing all tendered 2009 Senior Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, or a properly transmitted Agent’s Message in lieu of a Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus under “The Exchange Offer — Guaranteed delivery procedures.”

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For 2009 Senior Notes to be validly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery prior to midnight, New York City time, on the Expiration Date. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as “an eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker or governmental securities dealer, (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association, with membership in an approved signature medallion guarantee program, that is a participant in a Securities Transfer Association, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering Holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

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2. Guarantee of Signatures.  No signature guarantee on this Letter of Transmittal is required if:

•  this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner (the “Holder”)) of 2009 Senior Notes tendered herewith, unless such Holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or

•  such of the 2009 Senior Notes are tendered for the account of a firm that is an Eligible Institution.

In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

3. Inadequate Space.  If the space provided in the box captioned “Description of 2009 Senior Notes” is inadequate, the principal amount of 2009 Senior Notes and any other required information should be listed on a separate signed schedule that is attached to this Letter of Transmittal.

4. Partial Tenders and Withdrawal Rights.  Tenders of 2009 Senior Notes will be accepted only in integral multiples of $1,000. If less than all the 2009 Senior Notes listed under the “Principal Amount Represented” in the box entitled “Description of 2009 Senior Notes” are to be tendered, fill in the principal amount of 2009 Senior Notes that is to be tendered in the column entitled “Principal Amount Tendered” in the box entitled “Descriptions of 2009 Senior Notes.” All 2009 Senior Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of 2009 Senior Notes may be withdrawn at any time on or prior to midnight, New York City time, on the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written or facsimile transmission of such notice of withdrawal, a form of which is filed as an exhibit to the registration statement of which the Prospectus forms a part and which is available from the Information Agent upon request, or by a properly transmitted “Request Message” through ATOP, must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to midnight, New York City time, on the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the 2009 Senior Notes to be withdrawn, the aggregate principal amount of 2009 Senior Notes to be withdrawn and the other information required to be included therein as provided in the Prospectus under “The Exchange Offer — Withdrawal rights.” If 2009 Senior Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The Exchange Offer — Book-entry transfer,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of 2009 Senior Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of 2009 Senior Notes may not be rescinded. 2009 Senior Notes validly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to midnight, New York City time, on the Expiration Date by following any of the procedures described in the Prospectus under “The Exchange Offer — Procedures for tendering 2009 Senior Notes.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall not be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any 2009 Senior Notes which have been tendered but which are withdrawn will be returned to the Holder thereof promptly after withdrawal, without cost to such Holder.

5. Signatures on Letter of Transmittal, Assignments and Endorsements.  If this Letter of Transmittal is signed by the registered Holder(s) of the 2009 Senior Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever, or if this Letter of Transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing of the Holder of 2009 Senior Notes.

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If any 2009 Senior Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If this Letter of Transmittal or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, must submit proper evidence satisfactory to the Company, in its sole discretion, of each such person’s authority to so act.

When this Letter of Transmittal is signed by the Holder(s) of the 2009 Senior Notes listed and transmitted hereby, no endorsement(s) of 2009 Senior Notes or separate bond power(s) is required unless 2029 Debentures are to be issued in the name of a person other than the Holder(s). Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the Holder(s) of the 2009 Senior Notes listed, the 2009 Senior Notes must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the certificates or on the security position listing, and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the 2009 Senior Notes may require in accordance with the restrictions on transfer applicable to the 2009 Senior Notes. Signatures on such 2009 Senior Notes or bond powers must be guaranteed by an Eligible Institution.

6. Special Issuance and Delivery Instructions.  If the Exchange Offer Consideration is to be issued in the name of a person other than the undersigned, or if the Exchange Offer Consideration is to be sent to someone other than the undersigned or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Any 2009 Senior Notes not exchanged will be returned by book-entry transfer, by crediting the account indicated in the appropriate boxes above maintained at DTC. See Instruction 4.

7. Proration.  The Company will accept for exchange a maximum aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn (with adjustments downward to avoid the exchange of 2009 Senior Notes in a principal amount other than integral amounts of $1,000) on a pro rata basis, such that the aggregate principal amount of 2029 Debentures issued in the Exchange Offer does not exceed $125,000,000 (the “Maximum Issue Amount”). If the acceptance of the aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn would result in the aggregate principal amount of 2029 Debenture issued in the Exchange Offer exceeding the Maximum Issue Amount, and proration is therefore required, the Company will accept for exchange such 2009 Senior Notes on a pro rata basis. If proration of the 2009 Senior Notes is required, the Company will determine the applicable final proration factor as soon as practicable after the Expiration Date and will announce the results of proration by press release. The Company may be unable to announce the final proration factor until at least three New York Stock Exchange trading days after the Expiration Date to the extent that 2009 Senior Notes are tendered by notice of guaranteed delivery, which notices will not require the 2009 Senior Notes tendered thereby to be delivered until the third New York Stock Exchange trading day following the Expiration Date.

8. Irregularities.  The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of 2009 Senior Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive certain of the conditions of the Exchange Offer set forth in the Prospectus under “The Exchange Offer — Conditions to the Exchange Offer” or any conditions or irregularities in any tender of 2009 Senior Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other holders. The Company’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of 2009 Senior Notes will be deemed to have been validly made until all

10

irregularities with respect to such tender have been cured or waived. None of the Company, any affiliates or assigns of the Company, the Exchange Agent, the Dealer Managers, the Information Agent or any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

9. Questions, Requests for Assistance and Additional Copies.  Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. Questions and requests for information regarding the terms of the Exchange Offer should be directed to the Information Agent at its telephone numbers set forth on the back of this Letter of Transmittal.

10. Taxpayer Identification Number and Backup Withholding.  Under U.S. federal income tax law, a U.S. Holder (as defined in the Prospectus) or other U.S. payee whose tendered 2009 Senior Notes are accepted for exchange is required to (i) provide the Exchange Agent with such Holder’s (or such Holder’s assignee’s) correct taxpayer identification number (“TIN”) on Substitute Form W-9 or (ii) establish another basis for exemption from backup withholding. For this purpose, a Holder’s assignee is also referred to as a “Holder.” A tendering U.S. Holder must cross out item (2) in the certification box (Part 3) on Substitute Form W-9 if such Holder is subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering U.S. Holder to a $50 penalty imposed by the Internal Revenue Service and federal income tax backup withholding (currently 28%) on any payment made on account of the Exchange Offer (including interest). More serious penalties may be imposed for providing false information, which, if willfully done, may result in fines and/or imprisonment.

To prevent backup withholding, each U.S. Holder must provide the Exchange Agent with the Holder’s correct TIN by completing the Substitute Form W-9 accompanying this Letter of Transmittal, certifying, under penalty of perjury, that the TIN is correct, the Holder is not currently subject to backup withholding and the payee is a United States person.

The box in Part 1 of the Substitute Form W-9 may be checked if the tendering U.S. Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 1 is checked, the U.S. Holder or other payee must also complete the Certification of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 1 is checked and the Certification of Awaiting Taxpayer Identification Number is completed, the Company or the Exchange Agent will withhold a percentage (currently 28%) of all payments made prior to the time a properly certified TIN is provided to the Company or the Exchange Agent.

The Holder is required to give the Exchange Agent the TIN of the registered owner of the 2009 Senior Notes or of the last transferee appearing on the transfers attached to, or endorsed on, the 2009 Senior Notes. If the 2009 Senior Notes are registered in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

Certain Holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to the backup withholding and reporting requirements. Such Holders should nevertheless complete the Substitute Form W-9 below, and check the box marked “exempt” in Part 2, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a properly completed Internal Revenue Service Form W-8 BEN, signed under penalties of perjury, attesting to that Holder’s exempt status. Please consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which Holders are exempt from backup withholding.

Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld.

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If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is furnished to the Internal Revenue Service.

HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE WHETHER THEY ARE EXEMPT FROM BACKUP WITHHOLDING.

11. Waiver of Conditions.  The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus, other than the non-waivable conditions described in the Prospectus under “The Exchange Offer — Conditions to the Exchange Offer.”

12. Security Transfer Taxes.  Holders who tender their 2009 Senior Notes for exchange will not be required to pay transfer taxes with respect to the exchange of 2009 Senior Notes. If, however, the delivery of the 2029 Debentures and payment of accrued and unpaid interest and any other cash payment is being made to, or if 2009 Senior Notes not tendered or not accepted for payment are registered in the name of, any person other than the Holder of 2009 Senior Notes tendered thereby or 2009 Senior Notes are credited in the name of any person other than the person(s) signing the Letter of Transmittal; then delivery and payment shall not be made unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to the tendering Holder.

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SUBSTITUTE FORM W-9

REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION

PAYER’S NAME: U.S. BANK NATIONAL ASSOCIATION

PAYEE INFORMATION

(Please print or type)

Individual or business name (if joint account list first and circle the name of person or entity whose number you furnish in Part 1 below):

Check appropriate box:   o Individual/Sole proprietor

o Corporation

o Partnership

o Limited Liability Company

o Other

Enter the tax classification (D = disregarded entity, C = corporation, P = partnership):

Address (Number, Street and Apt. or Suite No.)

City, State and Zip Code

PART 1: TAXPAYER IDENTIFICATION NUMBER (“TIN”)

Enter your TIN below. For individuals, this is your social security number. For other entities, it is your employer identification number. Refer to the chart on page 1 of the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “Guidelines”) for further clarification. If you do not have a TIN, see instructions on how to obtain a TIN on page 2 of the Guidelines, check the appropriate box below indicating that you have applied for a TIN and, in addition to the Part 3 Certification, sign the attached Certification of Awaiting Taxpayer Identification Number.

Social Security Number: ­ ­ - ­ ­ - ­ ­

Employer Identification number: ­ ­ -

o  Applied For

PART 2: PAYEES EXEMPT FROM BACKUP WITHHOLDING

Check box (See page 2 of the Guidelines for further clarification. Even if you are exempt from backup withholding, you should still complete and sign the certification below):

o  Exempt

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PART 3: CERTIFICATION

Certification instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me).
2.	I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified me that I am no longer subject to backup withholding.
3.	I am a U.S. person (including a United States resident alien).

Signature

Date

NOTE:   FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX
“APPLIED FOR” IN PART 1 OF SUBSTITUTE FORM W-9

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a TIN has not been issued to me, and either (i) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN to the payor, the payor is required to withhold and remit to the Internal Revenue Service a percentage (currently 28%) of all reportable payments made to me until I furnish the payor with a TIN.

Signature

Date

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE (WHICH IS CURRENTLY 28%) ON ANY REPORTABLE PAYMENTS MADE TO YOU.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 1

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

		Give the name and
		SOCIAL SECURITY
For this type of account:		number of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	(a) The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC owned by an individual	The owner(3)

		Give the name and
		EMPLOYER IDENTIFICATION
For this type of account:		number of
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, or educational organization account	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second line. You may use your Social Security Number or Employer Identification Number, If you are a sole proprietor, the IRS encourages you to use your Social Security Number.
(4)	List first and circle the name of the legal trust, estate, or pension trust.

NOTE:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or by accessing the internet website of the Social Security Administration at www.ssa.gov. or the Internal Revenue Service and apply for a number.

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•  An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account, or a custodial account under section 403(b)(7) of the Code if the account satisfies the requirements of section 401(f)(2) of the Code.

•  The United States or any of its agencies or instrumentalities.

•  A state, the District of Columbia, a possession of the United States or any of their political subdivisions or instrumentalities.

•  A foreign government, or any of its political subdivisions, agencies or instrumentalities.

•  An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include the following:

•  A corporation.

•  A foreign central bank of issue.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A real estate investment trust.

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A common trust fund operated by a bank under section 584(a) of the Code.

•  A financial institution.

•  A middleman known in the investment community as a nominee or custodian.

•  A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•  Payments described in section 6049(b)(5) to non-resident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to an individual.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENT INCLUDES INTEREST, ALSO SIGN AND DATE THE FORM.

Privacy Act Notice — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

16

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number — If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding — If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty For Falsifying Information — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of TINs — If the requester discloses of uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

17

The Exchange Agent for the Exchange Offer is:
U.S. Bank National Association

By Overnight Delivery or Mail (Registered or Certified Mail Recommended):	By Hand:	By Facsimile Transmission:
U.S. Bank National Association 60 Livingston Ave Attention Specialized Finance St. Paul, MN 55107	U.S. Bank National Association 60 Livingston Ave 1st floor — Bond drop window St. Paul, MN 55107	(651) 495-8097 Attention Specialized Finance Confirm by Telephone: (800) 934-6802

Any questions or requests for assistance may be directed to the Dealer Manager or the Information Agent at their respective telephone numbers as set forth below. Any requests for additional copies of the Prospectus, this Letter of Transmittal or related documents may be directed to the Information Agent. A holder may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

The Information Agent for the Exchange Offer is:

D.F. King & Co.

48 Wall Street

New York, New York 10005

Banks and Brokers call: (212) 269-5550

Toll-Free: (800) 290-6427

The Manager for the Exchange Offer is:

J.P. Morgan Securities Inc.

383 Madison Avenue, 5^th Floor

New York, NY 10179

(800) 261-5767

18

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
for

CONVERGYS CORPORATION

OFFER TO EXCHANGE
UP TO $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.75% JUNIOR SUBORDINATED CONVERTIBLE
DEBENTURES DUE 2029 (“2029 DEBENTURES”)
FOR UP TO $122,549,019 AGGREGATE PRINCIPAL AMOUNT OF
OUR OUTSTANDING 4.875% SENIOR NOTES DUE 2009 (“2009 SENIOR NOTES”)
(CUSIP NO. 212485 AD8)

Pursuant to the Preliminary Prospectus Dated September 9, 2009

This form or one substantially equivalent hereto must be used to participate in the Exchange Offer made by Convergys Corporation, an Ohio corporation, pursuant to the preliminary prospectus dated September 9, 2009, as it may be amended from time to time (the “Prospectus”) and the related letter of transmittal, as it may be amended from time to time (the “Letter of Transmittal”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach U.S. Bank National Association, as exchange agent (the “Exchange Agent”), on or prior to midnight, New York City time, on October 6, 2009, unless extended or earlier terminated by the Company (such date, as the same may be extended or earlier terminated, the “Expiration Date”). Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender 2009 Senior Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) or a properly transmitted Agent’s Message and, in each case, confirmation of book-entry transfer and all other documents required by the Letter of Transmittal or the Agent’s Message, in each case, must be received by the Exchange Agent no later than three New York Stock Exchange trading days after the Expiration Date. Holders of 2009 Senior Notes who have previously validly tendered 2009 Senior Notes for exchange or who validly tender 2009 Senior Notes for exchange in accordance with this form may withdraw any 2009 Senior Notes so tendered at any time prior to midnight, New York City time, on the Expiration Date. See the section of the Prospectus under the heading “The Exchange Offer” for a more complete description of the tender and withdrawal provisions. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

The Exchange Agent for the Exchange Offer is:
U.S. Bank National Association

By Overnight Delivery or Mail (Registered or Certified Mail Recommended):	By Hand:	By Facsimile Transmission:
U.S. Bank National Association 60 Livingston Ave Attention Specialized Finance St. Paul, MN 55107	U.S. Bank National Association 60 Livingston Ave 1st floor — Bond drop window St. Paul, MN 55107	(651) 495-8097 Attention Specialized Finance Confirm by Telephone: (800) 934-6802

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal) under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided on the signature in the Letter of Transmittal.

BY EXECUTING THIS NOTICE OF GUARANTEED DELIVERY, YOU ARE GUARANTEEING THAT (I) THE 2009 SENIOR NOTES LISTED ON THIS NOTICE, (II) A LETTER OF TRANSMITTAL PROPERLY COMPLETED AND DULY EXECUTED (INCLUDING ANY SIGNATURE GUARANTEES THAT MAY BE REQUIRED), OR AN AGENT’S MESSAGE AND, IN EITHER CASE, CONFIRMATION OF BOOK-ENTRY TRANSFER AND (III) ANY OTHER REQUIRED DOCUMENTS WILL IN FACT BE DELIVERED TO THE EXCHANGE AGENT BY THE THIRD NEW YORK STOCK EXCHANGE TRADING DAY AFTER THIS NOTICE OR GUARANTEED DELIVERY IS DELIVERED TO THE EXCHANGE AGENT.

2

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal, receipt of each of which is hereby acknowledged, the undersigned hereby tenders to Convergys Corporation the principal amount of 2009 Senior Notes set forth below pursuant to the guaranteed delivery procedure described in the Preliminary Prospectus under “The Exchange Offer — Guaranteed delivery procedures” in exchange for $1,020 principal amount of 2029 Debentures for each $1,000 principal amount of the Company’s 2009 Senior Notes.

	DTC Account	Principal Amount	Principal Amount
Name(s) and Addresses of Holder(s)	Number	Represented	Tendered*
		2009 Senior Notes
* 2009 Senior Notes may be tendered in whole or in part in integral multiples of $1,000. All 2009 Senior Notes held as shown under “Principal Amount Represented” shall be deemed tendered unless a lesser number is specified in this column.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned (if an individual) or dissolution (if an entity) and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, administrators and assigns of the undersigned.

PLEASE SIGN HERE

X ­ ­	­ ­, 2009
Signature(s) of Owner(s) or Authorized Signatory	Date
X ­ ­	­ ­, 2009
Signature(s) of Owner(s) or Authorized Signatory	Date
Please Type or Print Name Here

Area Code and Telephone Number: 

Tax Identification or Social Security Number(s): 

Must be signed by the holder(s) of the 2009 Senior Notes as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s): 

Capacity: 

Address(es): 

3

GUARANTEE
(Not to be used for signature guarantees)

The undersigned, a financial institution that is a participant in the Securities Transfer Agents Medallion Program or an eligible guarantor institution (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each of the foregoing, an “Eligible Institution”), hereby (i) represents and guarantees that the immediately preceding named person(s) “own(s)” the 2009 Senior Notes tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (ii) represents and guarantees that such tender of 2009 Senior Notes complies with Rule 14e-4 and (iii) guarantees that timely confirmation of the book-entry transfer of such 2009 Senior Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in the Prospectus under “The Exchange Offer — Book-entry transfer,” together with one or more properly completed and duly executed Letters of Transmittal (or facsimile thereof) or a properly transmitted Agent’s Message, and all other documents required by the Letter of Transmittal or the Agent’s Message, in each case, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.

Name of Firm: 

Address: 

Zip Code: 

Telephone Number with Area Code: 

X ­ ­		, 2009
Signature of Authorized Signatory	Date

Name: 

Title: 

DO NOT SEND ANY OTHER DOCUMENTS WITH THIS NOTICE OF GUARANTEED DELIVERY.

4

EX-99.3

Exhibit 99.3

Notice of Withdrawal
CONVERGYS CORPORATION

OFFER TO EXCHANGE
UP TO $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.75% JUNIOR SUBORDINATED CONVERTIBLE
DEBENTURES DUE 2029 (“2029 DEBENTURES”)
FOR UP TO $122,549,019 AGGREGATE PRINCIPAL AMOUNT OF
OUR OUTSTANDING 4.875% SENIOR NOTES DUE 2009 (“2009 SENIOR NOTES”)
(CUSIP NO. 212485 AD8)
Pursuant to the Preliminary Prospectus Dated September 9, 2009

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 2009, UNLESS EXTENDED OR EARLIER TERMINATED BY US (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). TENDERED 2009 SENIOR NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The undersigned acknowledges receipt of the preliminary prospectus dated September 9, as it may be amended from time to time (the “Prospectus”), of Convergys Corporation, an Ohio corporation (the “Company”), in connection with the offer to exchange (the “Exchange Offer”) up to $125,000,000 aggregate principal amount of the Company’s newly issued 5.75% Junior Subordinated Convertible Debentures due 2029 (the “2029 Debentures”) for up to $122,549,019 aggregate principal amount of the Company’s outstanding 4.875% Senior Notes due 2009 (the “2009 Senior Notes”) that are validly tendered and not validly withdrawn under the terms and conditions set forth in the Prospectus. All withdrawals of the 2009 Senior Notes previously tendered in the Exchange Offer must comply with the procedures described in the Prospectus under “The Exchange Offer — Withdrawal rights.”

The undersigned has identified in the table below the 2009 Senior Notes that it is withdrawing from the Exchange Offer:

DESCRIPTION OF 2009 SENIOR NOTES WITHDRAWN
	Principal Amount	Date(s) 2009 Senior Notes
Principal Amount Previously Tendered	Withdrawn*	were Tendered
	2009 Senior Notes
TOTAL PRINCIPAL AMOUNT WITHDRAWN
* 2009 Senior Notes may be withdrawn in whole or in part in integral multiples of $1,000. All 2009 Senior Notes listed under “Principal Amount Previously Tendered” shall be deemed withdrawn unless a lesser number is specified in this column.

You may transmit this Notice of Withdrawal to the Exchange Agent, U.S. Bank National Association, at the addresses listed on the back of the Prospectus, or by facsimile transmission at (651) 495-8097.

If any 2009 Senior Notes were tendered through The Depository Trust Company (“DTC”), please provide the DTC Participant Number below. This form should only be used for withdrawals of 2009 Senior Notes delivered through DTC if the undersigned needs to withdraw 2009 Senior Notes on the final day of the Exchange Offer and withdrawal through DTC is no longer available. Otherwise, the DTC form of withdrawal should be used for withdrawal.

If you hold your 2009 Senior Notes through a broker, dealer, commercial bank, trust company, custodian or similar institution, do not submit this form to U.S. Bank National Association. If you hold your 2009 Senior Notes through such an institution, that institution must deliver the notice of withdrawal with respect to any 2009 Senior Notes you wish to withdraw. You should consult the institution through which you hold your 2009 Senior Notes regarding the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or facsimile notice of withdrawal to U.S. Bank National Association on your behalf before midnight, New York City time, on the Expiration Date.

This notice of withdrawal must be signed below by the registered holder(s) of the 2009 Senior Notes tendered as its or their names appear on the certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with the letter of transmittal used to tender such 2009 Senior Notes. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to act.

NAME(S): 

Please Print

ACCOUNT NUMBER(S): 

X 

X 

Signature(s)

CAPACITY (FULL TITLE): 

ADDRESS (INCLUDING ZIP CODE): 

AREA CODE AND TELEPHONE NUMBER: 

TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER: 

DTC PARTICIPANT NUMBER (IF APPLICABLE): 

DATED: ­ ­, 2009

The Company will determine all questions as to the validity, form and eligibility (including time of receipt) of any notice of withdrawal in its sole discretion, and its determination shall be final and binding, absent a finding to the contrary by a court of competent jurisdiction. None of the Company, the Dealer Manager, the Exchange Agent, the Information Agent (each as defined in the Prospectus) or any other person is under any duty to give notice of any defects or irregularities in any notice of withdrawal and none of them will incur any liability for failure to give any such notice.

2

EX-99.4 11 l37171aexv99w4.htm EX-99.4

Exhibit 99.4

Convergys Corporation

OFFER TO EXCHANGE

UP TO $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF

5.75% JUNIOR SUBORDINATED CONVERTIBLE

DEBENTURES DUE 2029 (“2029 DEBENTURES”)

FOR UP TO $122,549,019 AGGREGATE PRINCIPAL AMOUNT OF

OUR OUTSTANDING 4.875% SENIOR NOTES DUE 2009 (“2009 SENIOR NOTES”)

(CUSIP NO. 212485 AD8)

Pursuant to the Preliminary Prospectus Dated September 9, 2009

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 2009, UNLESS EXTENDED OR EARLIER TERMINATED BY US (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). WITHDRAWAL RIGHTS FOR ACCEPTANCES OF THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS THE EXPIRATION DATE IS EXTENDED.

September 9, 2009

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Subject to the terms and conditions set forth in the preliminary prospectus included in the registration statement filed by Convergys Corporation (the “Company”) on September 9, 2009, and any amendments or supplements thereto (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), we are offering (the “Exchange Offer”) to exchange up to $125,000,000 aggregate principal amount of the Company’s newly issued 5.75% Junior Subordinated Convertible Debentures due 2029 (the “2029 Debentures”) for up to $122,549,019 aggregate principal amount of the Company’s outstanding 4.875% Senior Notes due 2009 (the “2009 Senior Notes”) that are validly tendered and not validly withdrawn under the terms and conditions set forth in the Prospectus. There are material differences between the terms of the 2009 Senior Notes and the terms of the 2029 Debentures, including with respect to terms relating to maturity and ranking. Please see the Prospectus section captioned “Description of differences between the 2029 Debentures and the 2009 Senior Notes.”

We are requesting that you contact your clients for whom you hold 2009 Senior Notes. For your information and for forwarding to your clients for whom you hold 2009 Senior Notes registered in your name or in the name of your nominee, or who hold 2009 Senior Notes registered in their own names, we are enclosing the following documents:

1. Preliminary Prospectus dated September 9, 2009;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for 2009 Senior Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date, which includes Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, or if the procedure for book-entry transfer cannot be completed on a timely basis; and

4. A form of letter which may be sent to your clients for whose account you hold 2009 Senior Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE 2009 SENIOR NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), we will accept for exchange 2009 Senior Notes which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when, as and if we give oral or written notice to the Exchange Agent of our acceptance of such 2009 Senior Notes for exchange pursuant to the Exchange Offer. If the acceptance of the aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn would result in the aggregate principal amount of 2029 Debenture issued in the Exchange Offer exceeding the Maximum Issue Amount of $125,000,000, and proration is therefore required, the Company will accept for exchange such 2009 Senior Notes on a pro rata basis. Exchange of 2009 Senior Notes pursuant to the Exchange Offer will in all cases be made only after timely receipt by the Exchange Agent of (a) certificates for such 2009 Senior Notes, or timely confirmation of a book-entry transfer of such 2009 Senior Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedures described in the Prospectus and Letter of Transmittal, (b) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an agent’s message (as defined in the Prospectus) in connection with a book-entry transfer, and (c) all other documents required by the Letter of Transmittal.

If holders of 2009 Senior Notes wish to tender, but it is impracticable for them to forward their certificates for 2009 Senior Notes prior to midnight, New York City time, on the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer — Guaranteed delivery procedures.”

Holders will not be obligated to pay any transfer taxes in connection with a tender of their 2009 Senior Notes for exchange unless a holder instructs us to register 2029 Debentures in the name of, or requests that 2009 Senior Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to U.S. Bank National Association, the Exchange Agent for the 2009 Senior Notes, at (800) 934-6802.

Very truly yours,

CONVERGYS CORPORATION

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF CONVERGYS CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

EX-99.5 12 l37171aexv99w5.htm EX-99.5

Exhibit 99.5

Convergys Corporation

OFFER TO EXCHANGE
UP TO $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.75% JUNIOR SUBORDINATED CONVERTIBLE

DEBENTURES DUE 2029 (“2029 DEBENTURES”)
FOR UP TO $122,549,019 AGGREGATE PRINCIPAL AMOUNT OF
OUR OUTSTANDING 4.875% SENIOR NOTES DUE 2009 (“2009 SENIOR NOTES”)
(CUSIP NO. 212485 AD8)

Pursuant to the Preliminary Prospectus Dated September 9, 2009

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 2009, UNLESS EXTENDED OR EARLIER TERMINATED BY US (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). WITHDRAWAL RIGHTS FOR ACCEPTANCES OF THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS THE EXPIRATION DATE IS EXTENDED.

September 9, 2009

To Our Clients:

Enclosed for your consideration is the preliminary prospectus included in the registration statement filed by Convergys Corporation (the “Company”) on September 9, 2009, and any amendments or supplements thereto (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by the Company to exchange up to $125,000,000 aggregate principal amount of the Company’s newly issued 5.75% Junior Subordinated Convertible Debentures due 2029 (the “2029 Debentures”) for up to $122,549,019 aggregate principal amount of the Company’s outstanding 4.875% Senior Notes due 2009 (the “2009 Senior Notes”) that are validly tendered and not validly withdrawn under the terms and conditions set forth in the Prospectus. There are material differences between the terms of the 2009 Senior Notes and the terms of the 2029 Debentures, including with respect to terms relating to maturity and ranking. Please see the Prospectus section captioned “Description of differences between the 2029 Debentures and the 2009 Senior Notes.”

This material is being forwarded to you as the beneficial owner of the 2009 Senior Notes held by us in your account but not registered in your name. A tender of such 2009 Senior Notes may be made only by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the 2009 Senior Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the 2009 Senior Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at midnight, New York City time, on the Expiration Date. Any 2009 Senior Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before midnight, New York City time, on the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is being made for a portion of the 2009 Senior Notes. The Company will accept for exchange up to $122,549,019 aggregate principal amount of 2009 Senior Notes that are properly tendered in the Exchange Offer prior to midnight, New York City time, on the Expiration Date. If the acceptance of the aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn would result in the aggregate principal amount of 2029 Debenture issued in the

Exchange Offer exceeding the Maximum Issue Amount of $125,000,000, and proration is therefore required, the Company will accept for exchange such 2009 Senior Notes on a pro rata basis.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions to the Exchange Offer.”

3. Holders who tender their 2009 Senior Notes for exchange will not be required to pay transfer taxes with respect to the exchange of 2009 Senior Notes. If, however, the delivery of the 2029 Debentures and payment of accrued and unpaid interest and any other cash payment is being made to, or if 2009 Senior Notes not tendered or not accepted for payment are registered in the name of, any person other than the holder of 2009 Senior Notes tendered thereby or 2009 Senior Notes are credited in the name of any person other than the person(s) signing the Letter of Transmittal; then delivery and payment shall not be made unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

4. The Exchange Offer will expire at midnight, New York City time, on the Expiration Date, unless extended by the Company.

If you wish to have us tender your 2009 Senior Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender 2009 Senior Notes.

None of the 2009 Senior Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided on the instruction form, your signature hereon shall constitute an instruction to us to tender all of the 2009 Senior Notes held by us for your account.

The Exchange Offer is not being made to (nor will tenders of 2009 Senior Notes be accepted from or on behalf of) holders of 2009 Senior Notes in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction. However, the Company, in its sole discretion, may take such action as it may deem necessary to make the Exchange Offer in any such jurisdiction, and may extend the Exchange Offer to holders of 2009 Senior Notes in such jurisdiction.

2

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer made by Convergys Corporation with respect to the 2009 Senior Notes.

These instructions will instruct you to tender the 2009 Senior Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

o	Please tender the following amount of 2009 Senior Notes held by you for my account	$ ­ ­
o	Please do not tender any 2009 Senior Notes held by you for my account*
		Signatures
		Please Print Name Here
		Dated:          , 2009
		Address
		Area Code/Telephone
		Tax Identification Number

* Unless otherwise indicated, it will be assumed that all of the aggregate principal amount of 2009 Senior Notes held by us for your account is to be tendered.

3

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EX-99.4

Exhibit 99.4

Convergys Corporation

OFFER TO EXCHANGE

UP TO $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF

5.75% JUNIOR SUBORDINATED CONVERTIBLE

DEBENTURES DUE 2029 (“2029 DEBENTURES”)

FOR UP TO $122,549,019 AGGREGATE PRINCIPAL AMOUNT OF

OUR OUTSTANDING 4.875% SENIOR NOTES DUE 2009 (“2009 SENIOR NOTES”)

(CUSIP NO. 212485 AD8)

Pursuant to the Preliminary Prospectus Dated September 9, 2009

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 2009, UNLESS EXTENDED OR EARLIER TERMINATED BY US (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). WITHDRAWAL RIGHTS FOR ACCEPTANCES OF THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS THE EXPIRATION DATE IS EXTENDED.

September 9, 2009

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Subject to the terms and conditions set forth in the preliminary prospectus included in the registration statement filed by Convergys Corporation (the “Company”) on September 9, 2009, and any amendments or supplements thereto (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), we are offering (the “Exchange Offer”) to exchange up to $125,000,000 aggregate principal amount of the Company’s newly issued 5.75% Junior Subordinated Convertible Debentures due 2029 (the “2029 Debentures”) for up to $122,549,019 aggregate principal amount of the Company’s outstanding 4.875% Senior Notes due 2009 (the “2009 Senior Notes”) that are validly tendered and not validly withdrawn under the terms and conditions set forth in the Prospectus. There are material differences between the terms of the 2009 Senior Notes and the terms of the 2029 Debentures, including with respect to terms relating to maturity and ranking. Please see the Prospectus section captioned “Description of differences between the 2029 Debentures and the 2009 Senior Notes.”

We are requesting that you contact your clients for whom you hold 2009 Senior Notes. For your information and for forwarding to your clients for whom you hold 2009 Senior Notes registered in your name or in the name of your nominee, or who hold 2009 Senior Notes registered in their own names, we are enclosing the following documents:

1. Preliminary Prospectus dated September 9, 2009;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for 2009 Senior Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date, which includes Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, or if the procedure for book-entry transfer cannot be completed on a timely basis; and

4. A form of letter which may be sent to your clients for whose account you hold 2009 Senior Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE 2009 SENIOR NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), we will accept for exchange 2009 Senior Notes which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when, as and if we give oral or written notice to the Exchange Agent of our acceptance of such 2009 Senior Notes for exchange pursuant to the Exchange Offer. If the acceptance of the aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn would result in the aggregate principal amount of 2029 Debenture issued in the Exchange Offer exceeding the Maximum Issue Amount of $125,000,000, and proration is therefore required, the Company will accept for exchange such 2009 Senior Notes on a pro rata basis. Exchange of 2009 Senior Notes pursuant to the Exchange Offer will in all cases be made only after timely receipt by the Exchange Agent of (a) certificates for such 2009 Senior Notes, or timely confirmation of a book-entry transfer of such 2009 Senior Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedures described in the Prospectus and Letter of Transmittal, (b) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an agent’s message (as defined in the Prospectus) in connection with a book-entry transfer, and (c) all other documents required by the Letter of Transmittal.

If holders of 2009 Senior Notes wish to tender, but it is impracticable for them to forward their certificates for 2009 Senior Notes prior to midnight, New York City time, on the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer — Guaranteed delivery procedures.”

Holders will not be obligated to pay any transfer taxes in connection with a tender of their 2009 Senior Notes for exchange unless a holder instructs us to register 2029 Debentures in the name of, or requests that 2009 Senior Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to U.S. Bank National Association, the Exchange Agent for the 2009 Senior Notes, at (800) 934-6802.

Very truly yours,

CONVERGYS CORPORATION

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF CONVERGYS CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

EX-99.5

Exhibit 99.5

Convergys Corporation

OFFER TO EXCHANGE
UP TO $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.75% JUNIOR SUBORDINATED CONVERTIBLE

DEBENTURES DUE 2029 (“2029 DEBENTURES”)
FOR UP TO $122,549,019 AGGREGATE PRINCIPAL AMOUNT OF
OUR OUTSTANDING 4.875% SENIOR NOTES DUE 2009 (“2009 SENIOR NOTES”)
(CUSIP NO. 212485 AD8)

Pursuant to the Preliminary Prospectus Dated September 9, 2009

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 2009, UNLESS EXTENDED OR EARLIER TERMINATED BY US (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). WITHDRAWAL RIGHTS FOR ACCEPTANCES OF THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS THE EXPIRATION DATE IS EXTENDED.

September 9, 2009

To Our Clients:

Enclosed for your consideration is the preliminary prospectus included in the registration statement filed by Convergys Corporation (the “Company”) on September 9, 2009, and any amendments or supplements thereto (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by the Company to exchange up to $125,000,000 aggregate principal amount of the Company’s newly issued 5.75% Junior Subordinated Convertible Debentures due 2029 (the “2029 Debentures”) for up to $122,549,019 aggregate principal amount of the Company’s outstanding 4.875% Senior Notes due 2009 (the “2009 Senior Notes”) that are validly tendered and not validly withdrawn under the terms and conditions set forth in the Prospectus. There are material differences between the terms of the 2009 Senior Notes and the terms of the 2029 Debentures, including with respect to terms relating to maturity and ranking. Please see the Prospectus section captioned “Description of differences between the 2029 Debentures and the 2009 Senior Notes.”

This material is being forwarded to you as the beneficial owner of the 2009 Senior Notes held by us in your account but not registered in your name. A tender of such 2009 Senior Notes may be made only by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the 2009 Senior Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the 2009 Senior Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at midnight, New York City time, on the Expiration Date. Any 2009 Senior Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before midnight, New York City time, on the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is being made for a portion of the 2009 Senior Notes. The Company will accept for exchange up to $122,549,019 aggregate principal amount of 2009 Senior Notes that are properly tendered in the Exchange Offer prior to midnight, New York City time, on the Expiration Date. If the acceptance of the aggregate principal amount of 2009 Senior Notes validly tendered and not validly withdrawn would result in the aggregate principal amount of 2029 Debenture issued in the

Exchange Offer exceeding the Maximum Issue Amount of $125,000,000, and proration is therefore required, the Company will accept for exchange such 2009 Senior Notes on a pro rata basis.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions to the Exchange Offer.”

3. Holders who tender their 2009 Senior Notes for exchange will not be required to pay transfer taxes with respect to the exchange of 2009 Senior Notes. If, however, the delivery of the 2029 Debentures and payment of accrued and unpaid interest and any other cash payment is being made to, or if 2009 Senior Notes not tendered or not accepted for payment are registered in the name of, any person other than the holder of 2009 Senior Notes tendered thereby or 2009 Senior Notes are credited in the name of any person other than the person(s) signing the Letter of Transmittal; then delivery and payment shall not be made unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

4. The Exchange Offer will expire at midnight, New York City time, on the Expiration Date, unless extended by the Company.

If you wish to have us tender your 2009 Senior Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender 2009 Senior Notes.

None of the 2009 Senior Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided on the instruction form, your signature hereon shall constitute an instruction to us to tender all of the 2009 Senior Notes held by us for your account.

The Exchange Offer is not being made to (nor will tenders of 2009 Senior Notes be accepted from or on behalf of) holders of 2009 Senior Notes in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction. However, the Company, in its sole discretion, may take such action as it may deem necessary to make the Exchange Offer in any such jurisdiction, and may extend the Exchange Offer to holders of 2009 Senior Notes in such jurisdiction.

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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer made by Convergys Corporation with respect to the 2009 Senior Notes.

These instructions will instruct you to tender the 2009 Senior Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

o	Please tender the following amount of 2009 Senior Notes held by you for my account	$ ­ ­
o	Please do not tender any 2009 Senior Notes held by you for my account*
		Signatures
		Please Print Name Here
		Dated:          , 2009
		Address
		Area Code/Telephone
		Tax Identification Number

* Unless otherwise indicated, it will be assumed that all of the aggregate principal amount of 2009 Senior Notes held by us for your account is to be tendered.

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