8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: December 23, 2009

CONVERGYS CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-4379	31-1598292
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
201 East Fourth Street Cincinnati, Ohio		45202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (513) 723-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K Convergys Corporation

Item 1.01. Entry into a Material Definitive Agreement.

On December 23, 2009, Convergys Corporation (the “Company”) and JANA Partners LLC (“JANA”), an affiliate of a shareholder of the Company, amended (the “Amendment”) the Agreement dated February 4, 2009 by and among JANA and the Company. The Amendment extends the date from January 1, 2010 until February 1, 2010 for JANA to request, provided certain conditions are met, that 2 additional directors be appointed to the Company’s Board of Directors not later than 30 days prior to the Company’s 2010 annual meeting. A copy of the Amendment is attached as Exhibit 10.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 10.1 First Amendment dated December 23, 2009 between the Company and JANA.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONVERGYS CORPORATION
By:	/s/    KAREN R. BOWMAN
	Karen R. Bowman
	Senior Vice President General Counsel and Corporate Secretary

Date: December 28, 2009

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EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment dated December 23, 2009 between Convergys Corporation and JANA Partners LLC.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO AGREEMENT

The Agreement (the “Agreement”) dated February 4, 2009 by and among JANA Partners LLC (“JANA”) and Convergys Corporation (the “Company”, and together with JANA, the “Parties”) is hereby amended by this first amendment (this “Amendment”) dated as of December 23, 2009.

1. Section 3(b). The words “after November 30, 2009 and on or prior to January 1, 2010” in Section 3(b) of the Agreement are hereby replaced with the words “after November 30, 2009 and on or prior to February 1, 2010”.

2. Miscellaneous. This Amendment (i) shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of New York without giving effect to the choice of law principles of such state, (ii) constitutes, together with the Agreement, the entire agreement of the Parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (iii) may not be amended, except in writing, (iv) may be executed in counterparts, (v) shall be binding upon and inure to the benefit of each Party’s successors and permitted assigns, (vi) may not be assigned without the prior written consent of the other Party and (vii) shall be enforceable, notwithstanding the unenforceability of any particular provision hereof, with respect to all other provisions hereof.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date above written.

CONVERGYS CORPORATION
By:	/s/ Karen Bowman
Name:	Karen Bowman
Title:	General Counsel

JANA PARTNERS LLC
By:	/s/ Charles Penner
Name:	Charles Penner
Title:	Partner, General Counsel