CONVERGYS CORP
EXECUTIVE DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>dex103.txt
<DESCRIPTION>EXECUTIVE DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

Exhibit 10.3 to 2001 10-K


                             CONVERGYS CORPORATION


                     EXECUTIVE DEFERRED COMPENSATION PLAN

     (As amended effective October 29, 2001, except as otherwise provided)
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
SECTION 1   NAME AND PURPOSE OF PLAN.......................................   1

SECTION 2   GENERAL DEFINITIONS; GENDER AND NUMBER.........................   1

SECTION 3   DEFERRALS; COMPANY MATCH.......................................   2

SECTION 4   MAINTENANCE AND VALUATION OF ACCOUNTS..........................   5

SECTION 5   DISTRIBUTION...................................................   7

SECTION 6   ADMINISTRATION OF THE PLAN.....................................  10

SECTION 7   FUNDING OBLIGATION.............................................  11

SECTION 8   AMENDMENT AND TERMINATION......................................  11

SECTION 9   NON-ALIENATION OF BENEFITS.....................................  12

SECTION 10  MISCELLANEOUS..................................................  12
</TABLE>
<PAGE>

                             CONVERGYS CORPORATION

                     EXECUTIVE DEFERRED COMPENSATION PLAN



                                   SECTION 1
                                   ---------

                           NAME AND PURPOSE OF PLAN
                           ------------------------

         1.1   NAME. The plan set forth herein shall be known as the Convergys
Corporation Executive Deferred Compensation Plan (the "Plan").

         1.2   PURPORSE. The purpose of the Plan is to provide deferred
compensation for a select group of officers and highly compensated employees of
Convergys Corporation ("Convergys") and its affiliates.

         1.3   EFFECTIVE DATE. The Plan shall be effective on January 1, 1999
(the "Effective Date").

         1.4   PREDECESSOR PLANS. The Plan is intended to amend and supersede
the MATRIXX Marketing Inc. Executive Deferred Compensation Plan (the "MATRIXX
Plan") as of the Effective Date. The Plan also is intended to assume and
discharge all of the obligations of Cincinnati Bell Inc. ("CBI") and its
affiliates under CBI's Executive Deferred Compensation Plan (the "CBI Plan")
with respect to those employees of Convergys and its affiliates who were
participating in the CBI Plan immediately prior to the Effective Date.


                                   SECTION 2
                                   ---------

                    GENERAL DEFINITIONS; GENDER AND NUMBER
                    --------------------------------------

         2.1   GENERAL DEFINITIONS. For purposes of the Plan, the following
terms shall have the meanings hereinafter set forth unless the context otherwise
requires:

               2.1.1  "Accounts" means, collectively, all outstanding Cash
Deferral Accounts, Restricted Stock Accounts and Company Matching Accounts
maintained for a Key Employee.

               2.1.2  "Beneficiary" means the person or entity designated by a
Key Employee, on forms furnished and in the manner prescribed by the Committee,
to receive any benefit payable under the Plan after the Key Employee's death. If
a Key Employee fails to designate a beneficiary or if, for any reason, such
designation is not effective, his "Beneficiary" shall be his surviving spouse
or, if none, his estate.

                                       1
<PAGE>

               2.1.3  "Convergys Shares" means common shares of Convergys
Corporation.

               2.1.4  "Convergys Entity" means Convergys and each corporation
which is a member of a controlled group of corporations (within the meaning of
section 414(b) of the Code, as modified by section 415(h) of the Code) which
includes Convergys.

               2.1.5  "Code" means the Internal Revenue Code of 1986 as such
Code now exists or is hereafter amended.

               2.1.6  "Committee" means Convergys Employee Benefits Committee.

               2.1.7  "Employee" means any person who is an employee of a
Convergys Entity.

               2.1.8  "Key Employee" means, with respect to any calendar year,
an Employee who has been designated by the Committee as a "Key Employee" for
such calendar year.

         2.2   GENDER AND NUMBER. For purposes of the Plan, words used in any
gender shall include all other genders, words used in the singular form shall
include the plural form, and words used in the plural form shall include the
singular form, as the context may require.


                                   SECTION 3
                                   ---------

                           DEFERRALS; COMPANY MATCH
                           ------------------------

         3.1   ELECTION OF DEFERRALS.

               3.1.1  Subject to such rules as the Committee may prescribe, a
Key Employee may elect prior to January 1 of such calendar year (or such earlier
date as may be prescribed by the Committee) to defer up to 75% of his Basic
Salary for any calendar year in accordance with procedures established by the
Committee. Notwithstanding the foregoing, if an Employee first becomes a Key
Employee after the first day of a calendar year, such Key Employee may elect
within 30 days of the date on which he first becomes a Key Employee to defer a
permissible percentage of his Basic Salary for the remainder of the calendar
year in accordance with procedures prescribed by the Committee. Any election
under the preceding sentence shall be effective as of the first payroll period
beginning after the date the election is filed. For purposes of the Plan, "Basic
Salary" means the basic salary, pay in lieu of paid time off, short term
disability pay, sales incentive payments and bonuses, overtime pay, hiring
bonuses and retention bonuses payable to a Key Employee by a Convergys Entity,
but not including spot bonuses, patent

                                       2
<PAGE>

bonuses, referral bonuses, severance pay, relocation pay, imputed income, long
term incentive payments and other special forms of pay.

               3.1.2  Subject to such rules as the Committee may prescribe, a
Key Employee may elect prior to January 1 of such calendar year (or such earlier
date as may be prescribed by the Committee) to defer up to 100% (subject to
applicable withholding) or a specific dollar amount (not less than $1,000) of
any Annual Cash Incentive Award otherwise payable during the calendar year
pursuant to procedures established by the Committee. For purposes of the Plan,
"Annual Cash Incentive Award" means the annual incentive award or bonus payable
in cash to a Key Employee by a Convergys Entity.

               3.1.3  Subject to such rules as the Committee may prescribe, a
Key Employee who has received a Restricted Stock Award may elect to surrender
any of the restricted Convergys Shares as of any date permitted by the Committee
(not later than six months prior to the date on which the restrictions otherwise
applicable to such shares would lapse). For purposes of the Plan, "Restricted
Stock Award" means an award of Convergys Shares under the Convergys 1998 Long
Term Incentive Plan (the "1998 LTIP") which is in the form of restricted stock.

         3.2   CHANGING DEFERRALS. Subject to such rules as the Committee may
prescribe, a Key Employee who has elected to defer a portion of his Basic Salary
or Annual Cash Incentive Awards may change the amount of his deferral from one
permissible amount to another, effective as of any January 1, provided such
change is made prior to such January 1 (or such earlier date as may be
prescribed by the Committee).

         3.3   SUSPENDING DEFERRALS.

               3.3.1  Subject to such rules as the Committee may prescribe, a
Key Employee who has elected to defer a portion of his Basic Salary may suspend
such election, as of the first day of any payroll period, provided such election
is made prior to the first day of such payroll period. A Key Employee who has
suspended his election for deferrals in accordance with this Section 3.3.1 may
again elect to defer a portion of his Basic Salary, effective as of any January
1 following the six month period beginning on the effective date of the
suspension, provided such election is made prior to such January 1 (or such
earlier date as may be prescribed by the Committee).

               3.3.2  A Key Employee's election to defer a portion of an Annual
Cash Incentive Award or to surrender any portion of a Restricted Stock Award may
not be revoked during the calendar year.

         3.4   COMPANY MATCH.

               3.4.1  Effective January 1, 2002, as of each day on which Basic
Salary or Annual Cash Incentive Award deferrals are credited, under Section 4.1,
to the Cash

                                       3
<PAGE>

Deferral Account of a Key Employee ("Deferral Date"), there shall also be
credited to such Key Employee's Company Matching Account under Section 4.3, an
amount equal to the lesser of (a) the result obtained (not less than zero) by
subtracting the Maximum 401(m) Match from 4% of the Key Employee's Total
Compensation or (b) 100% of the first 3% of Basic Salary and Annual Cash
Incentive Awards deferred by the Key Employee and 50% of the next 2% of Basic
Salary and Annual Cash Incentive Awards deferred by the Key Employee on the
Deferral Date. For purposes of the preceding sentence, "Total Compensation"
means the total Basic Salary and Annual Cash Incentive Awards paid to the Key
Employee on a Deferral Date or which would have been paid to the Key Employee on
the Deferral Date if he had not participated in a 401(k) plan or cafeteria plan
and "Maximum 401(m) Match" means the maximum Convergys Entity match which would
have been made for the Key Employee on the Deferral Date under the Convergys
Corporation Retirement and Savings Plan (the "RSP") if the Key Employee had
elected to contribute 5% of his non-deferred compensation to the RSP on a
pre-tax basis (not in excess of the applicable dollar limitation). For purposes
of this Section 3.4.1 only, the terms "Basic Salary" and "Annual Cash Incentive
Award" shall not include an award payable under the 1998 LTIP or any other long
term incentive plan or any type of compensation (other than compensation in
excess of the applicable dollar limitation) which is excluded from the
definition of the term "Covered Compensation" under the RSP. Notwithstanding any
other provision of the Plan to the contrary, with respect to a Key Employee
hired on or after January 1, 2002, no amounts shall be credited under this
Section 3.4.1 with respect to Basic Salary or Annual Cash Incentive Award
deferrals credited to the Key Employee's Cash Deferral Account prior to the date
on which he has complete one year of Eligibility Service (as defined in the
RSP).

               3.4.2  As of any day on which the value of a Restricted Stock
Award which a Key Employee has elected to surrender is credited, under Section
4.2, to the Restricted Stock Account of such Key Employee, there shall also be
credited to such Key Employee's Company Matching Account under Section 4.3, an
amount equal to 4% of the value of the Restricted Stock Award credited to his
Restricted Stock Account.

         3.5   DEFERRALS OF SAVINGS PLAN DISTRIBUTIONS.

               3.5.1  Subject to such rules as the Committee may prescribe, a
Key Employee who has received a Required 401(k) Distribution may elect to defer
from his Basic Salary a dollar amount not greater than the dollar amount of the
Required 401(k) Distribution. Such deferral shall be made with respect to the
Basic Salary paid (1) after the Required 401(k) Distribution has been paid, (2)
prior to the date the services to which such Basic Salary relates have been
performed and (3) during the year in which the Required 401(k) Distribution is
paid. Such deferrals shall be credited to the Key Employee's Cash Deferral
Account. For purposes of this Section 3.5, "Required 401(k) Distribution" means
a distribution of employee contributions and earnings from the RSP made to
satisfy the limitations contained in section 401(k) of the Code.

                                       4
<PAGE>

               3.5.2  Subject to such rules as the Committee may prescribe, a
Key Employee who has received a Required 401(m) Distribution may elect to defer
from his Basic Salary a dollar amount not greater than the dollar amount of the
Required 401(m) Distribution. Such deferral shall be made with respect to the
Basic Salary paid (1) after the Required 401(m) Distribution has been paid, (2)
prior to the date the services to which such Basic Salary relates have been
performed and (3) during the year in which the Required 401(k) Distribution is
paid. Such deferral shall be credited to the Key Employee's Cash Deferral
Account. For purposes of this Section 3.5, "Required 401(m) Distribution" means
a distribution of company matching contributions and earnings from the RSP made
to satisfy the limitations under section 401(m) of the Code.

               3.5.3  In the case of a Key Employee who has received a Required
401(k) Distribution and who has incurred a Required 401(m) Forfeiture by reason
of such Required 401(k) Required Distribution, if a deferral of the Required
401(k) Distribution amount is made under Section 3.5.1, there also shall be
credited to such Key Employee's Company Matching Account, an amount equal to the
amount of the Required 401(m) Forfeiture associated with that Required 401(k)
Distribution. For purposes of this Section 3.5, "Required 401(m) Forfeiture"
means a forfeiture of company matching contributions and earnings under the RSP
by reason of a Required 401(k) Distribution.


                                   SECTION 4
                                   ---------

                     MAINTENANCE AND VALUATION OF ACCOUNTS
                     -------------------------------------

         4.1   CASH DEFERRAL ACCOUNTS. There shall be established for each Key
Employee who has elected to defer a portion of his Basic Salary or Annual Cash
Incentive Award under Section 3.1.1, 3.1.2, 3.5.1 or 3.5.2 a separate Account,
called a Cash Deferral Account, which shall reflect the amounts deferred by the
Key Employee and the assumed investment thereof. Subject to such rules as the
Committee may prescribe, any amount deferred by a Key Employee under Section
3.1.1, 3.1.2, 3.5.1 or 3.5.2 shall be credited to the Key Employee's Cash
Deferral Account as of the day on which such deferred amount would have
otherwise been paid to the Key Employee and shall be assumed to have been
invested as designated by the Key Employee among the investments available under
the Plan.

         4.2   RESTRICTED STOCK ACCOUNTS. There shall be established for each
Key Employee who has elected to surrender all or a portion of a Restricted Stock
Award under Section 3.1.3 a separate Account, called a Restricted Stock Account,
which shall reflect the value of the Convergys Shares surrendered by the Key
Employee under Section 3.1.3 and the assumed investment thereof. Subject to such
rules as the Committee may prescribe, an amount equal to the value of the
Convergys Shares surrendered by the Key Employee under Section 3.1.3 shall be
credited to the Key Employee's Restricted Stock Account as of the day on which
the Convergys Shares are surrendered to Convergys. Amounts credited to the Key
Employee's Restricted Stock Account on or after October

                                       5
<PAGE>

29, 2001 shall be assumed to be invested in Convergys Shares at all times.
Amounts credited to the Key Employee's Restricted Stock Account prior to October
29, 2001 shall be assumed to have been invested exclusively in Convergys Shares
until six months after the Applicable Lapse Date for the surrendered Convergys
Shares. Thereafter, such amounts shall be assumed to have been invested as
designated by the Key Employee among the investments available under the Plan.
For purposes of the Plan, "Applicable Lapse Date" means, with respect to any
Restricted Stock Award, the date on which the restrictions would have lapsed if
the restricted Convergys Shares had not been surrendered.

         4.3   COMPANY MATCHING ACCOUNTS. There shall be established for each
Key Employee who is entitled to a match under Section 3.4.1, 3.4.2 or 3.5.3 a
separate Account called a Company Matching Account, which shall reflect the
match to be credited on behalf of the Key Employee under Section 3.4.1, 3.4.2
and 3.5.3 and the assumed investment thereof. The amount of the match shall be
credited to the Key Employee's Company Matching Account as of the day on which
the deferred Basic Salary or Annual Cash Incentive Award to which the match
relates would have otherwise been paid to the Key Employee or, in the case of a
match credited pursuant to Section 3.4.2, as of the date on which the Key
Employee elected to surrender the Restricted Stock Award pursuant to Section
3.1.3. Amounts credited to the Key Employee's Company Matching Account shall be
assumed to have been invested as designated by the Key Employee, pursuant to
rules prescribed by the Committee, among the investments available under the
Plan.

         4.4   VALUATION. As soon as practical following the end of each
calendar year, and as of such other date as the Committee may prescribe, each
Key Employee or, in the event of his death, his Beneficiary, shall be furnished
a statement as of December 31 showing the balance of the Key Employee's
Accounts, the total credits to such Accounts during the preceding calendar year,
and, if amounts credited to any such Accounts are assumed to have been invested
in securities, a description of such securities including the number of shares
assumed to have been purchased by the amounts credited to such Accounts.

         4.5   PREDECESSOR PLAN ACCOUNTS. In the case of a Key Employee who had
one or more accounts under the MATRIXX Plan or the CBI Plan (the "Predecessor
Plans") immediately prior to the Effective Date, the balance credited to each
such Account shall be transferred to the corresponding Account (Cash Deferral,
Restricted Stock or Company Matching) in this Plan as of the Effective Date.
From and after such transfer, the Key Employee shall cease to have any further
rights under any Predecessor Plan. To the extent that a Predecessor Plan Account
was assumed to have been invested in common shares of CBI ("CBI Shares")
immediately prior to the Effective Date, the Key Employee's Accounts in this
Plan shall be credited with one Convergys Share and one CBI Share (adjusted in
value to reflect the Convergys Shares distributed to CBI's shareholders on the
Effective Date) for each CBI Share credited to his Predecessor Plan Accounts
immediately prior to the Effective Date and in the case of

                                       6
<PAGE>

CBI Shares credited to a Restricted Stock Account under this Plan, references to
"Convergys Shares" in Sections 4.2 and 5.2.4 shall include such CBI Shares.

         4.6   CONVERGYS  SHARES. To the extent Key Employee's Accounts are
assumed to have been invested in Convergys Shares:

               4.6.1.  Whenever any cash dividends are paid with respect to
Convergys Shares, additional amounts shall be credited to the Key Employee's
Accounts as of the dividend payment date. The additional amount to be credited
to each account shall be determined by multiplying the per share cash dividend
paid with respect to the Convergys Shares on the dividend payment date by the
number of assumed Convergys Shares credited to the Key Employee's Accounts on
the day preceding the dividend payment date. Such additional amount credited to
the Key Employee's Account shall be assumed to have been invested in additional
Convergys Shares on the day on which such dividends are paid.

               4.6.2.  If there is any change in Convergys Shares through the
declaration of a stock dividend or a stock split or through a recapitalization
resulting in a stock split, or a combination or a change in shares, the number
of shares assumed to have been purchased for each Account shall be appropriately
adjusted.

               4.6.3  Whenever Convergys Shares are to be valued for purposes of
the Plan, the value of each such share shall be the closing price of the shares
as reported on the New York Stock Exchange on the business day preceding the
date as of which the valuation is performed or, if no sales were made on that
date, on the next preceding day on which sales were made.


                                   SECTION 5
                                   ---------

                                 DISTRIBUTION
                                 ------------

         5.1   GENERAL. Except as otherwise provided in Section 5.5, no amount
shall be paid with respect to a Key Employee's Accounts while he remains an
Employee. Unless the Committee otherwise provides, all payments with respect to
a Key Employee's Accounts shall be made by the Convergys Entity which otherwise
would have paid the Basic Salary, Annual Cash Incentive Award or Restricted
Stock Award deferred by the Key Employee.

         5.2   TERMINATION OF EMPLOYMENT. A Key Employee may elect to receive
the amounts credited to his Accounts in up to ten annual installment payments or
120 monthly installment payments, commencing not earlier than the first business
day of the month following the date he ceases to be an Employee and not later
than the first business day of March of the calendar year following the calendar
year in which he ceases

                                       7
<PAGE>

to be an Employee. If a Key Employee fails to make such election, the amounts
credited to the Key Employee's Account shall be paid to the Key Employee in two
annual installments with the first installment being made on the first business
day of March of the calendar year following the calendar year in which the Key
Employee ceases to be an Employee.

               5.2.1.  The amount of each annual installment payable under this
Section 5.2 (or, in the case of monthly installments, the sum of the 12
installments paid during each 12 month period) shall be, at the election of the
Key Employee, either (1) a specific dollar amount specified by the Key Employee
(not less than $50,000), or (2) a fraction of the amounts credited to the Key
Employee's Accounts as of the installment payment date, the numerator of which
is 1 and the denominator of which is equal to the total number of installments
remaining to be paid (including the installment to be paid on the subject
installment payment date). If a Key Employee elects (2) above and the amount of
any annual installment (or, in the case of monthly installments, the sum of the
12 installments paid during each 12 month period) is less than $50,000, it shall
be increased to $50,000, as the case may be; provided that if the remaining
amount credited to the Accounts on any annual installment date is less than
$50,000, the payment shall be the amount necessary to reduce the amount credited
to the Account to $0.

               5.2.2.  Any election under this Section 5.2 must be made within
the time prescribed by the Committee but in no event later than six months prior
to the effective date of the Key Employee's termination. Distributions made
under this Section 5.2 shall be subject to the rules and procedures prescribed
by the Committee. The Committee, in its discretion and subject to such rules as
it may prescribe, may allow a Key Employee to elect another form of payment not
otherwise described in this Section 5.2.

               5.2.3.  In its discretion, the Committee may condition the right
to receive payments with respect to a portion or all of a Key Employee's Company
Matching Account on the Key Employee's completing a minimum period of service
prior to the date on which he ceases to be an Employee. To the extent that a Key
Employee has not satisfied any applicable service requirements prior to the date
on which he ceases to be an Employee (other than by reason of his death), he
shall not be entitled to receive payment with respect to his Company Matching
Account.

               5.2.4   In the case of a Restricted Stock Account and that
portion of the Company Matching Account attributable to match credited pursuant
to Section 3.4.2, such amounts credited to such Accounts shall be subject to
forfeiture at the same time and to the same extent that the Convergys Shares
surrendered would have been if such Convergys Shares had not been surrendered.
The provisions of this Section 5.2.4 shall not apply to amounts credited to the
Restricted Stock Account under Section 4.6.1 or 4.6.2.

         5.3   DEATH. Except as provided in Section 5.2.4, if a Key Employee
ceases to be an Employee by reason of his death, or if a Key Employee dies after
ceasing to be

                                       8
<PAGE>

an Employee but before the amounts credited to his Accounts have been paid, the
amounts credited to the Key Employee's Accounts shall be paid to the Key
Employee's Beneficiary in one lump sum as of the first business day of the third
calendar quarter following the calendar quarter in which the Key Employee's
death occurs; provided, however, that if the Key Employee has elected to have
his Accounts distributed in installments and if he dies after distribution has
commenced, the remaining installments shall be paid to the Beneficiary as they
become due.

         5.4   DISTRIBUTIONS DURING EMPLOYMENT. Subject to such rules and
restrictions as the Committee may prescribe, a Key Employee may elect to receive
a distribution of up to the entire balance in his Cash Deferral Account or
Restricted Stock Account (to the extent that the Restricted Stock Account is not
subject to forfeiture). Any such election must be made both prior to the first
day of the calendar year in which the distribution is to be made and at least
six months prior to the effective date of the distribution. A Key Employee who
elects to receive a distribution under this Section 5.4 shall not be permitted
to make deferrals under Section 3.1 during the year in which the distribution
occurs. Notwithstanding any other provision of the Plan to the contrary, if a
Key Employee's compensation is subject to the limitations described in Code
Section 162(m), the Compensation Committee may limit the amount a Key Employee
may elect to receive (under the terms of this Section 5.4) from that portion of
his Restricted Stock Account attributable to amounts credited to such account on
or after October 29, 2001.

         5.5   FORM OF PAYMENT. Payments of that portion of a Key Employee's
Restricted Stock Account that is attributable to amounts credited to such
account on or after October 29, 2001 shall be paid in the form of Convergys
Shares. All other payments under the Plan shall be made in cash.

         5.6   CHANGE IN CONTROL. In the event of a Change in Control on or
after January 1, 2001, the provisions of this Section 5.6 will supersede any
conflicting provisions of the Plan.

               5.6.1  In the event of a Change in Control, the full present
value of all amounts credited to Key Employee's Accounts under the Plan as of
the Change in Control, whether or not vested, shall be fully funded to the
Convergys Corporation Grantor Trust (the "Trust"), in cash or other property
acceptable to the trustee, within five business days of such Change in Control.

               5.6.2  For the purposes of this Section 5.6, a "Change in
Control" shall be deemed to have occurred if, (i) a tender offer shall be made
and consummated for the ownership of 30% or more of the outstanding voting
securities of Convergys; (ii) Convergys shall be merged or consolidated with
another corporation and as a result of such merger or consolidation less than
75% of the outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former shareholders of
Convergys, other than affiliates (within the meaning of the Securities Exchange
Act of 1934 as in effect on the Effective Date (the "1934 Act")) of any party to

                                       9
<PAGE>

such merger or consolidation, as the same shall have existed immediately prior
to such merger or consolidation; (iii) Convergys shall sell substantially all of
its assets to another corporation which is not a wholly owned subsidiary; (iv) a
person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) of the 1934
Act, shall acquire 20% or more of the outstanding voting securities of Convergys
(whether directly, indirectly, beneficially or of record), or a person, within
the meaning of Section 3(a)(9) or Section 13(d)(3) of the 1934 Act, controls in
any manner the election of a majority of the directors of Convergys; (v) or
within any period of two consecutive years commencing on or after the Effective
Date, individuals who at the beginning of such period constitute Convergys'
Board of Directors cease for any reason to constitute at least a majority
thereof, unless the election of each director who was not a director at the
beginning of such period has been approved in advance by directors representing
at least two-thirds of the directors then in office who were directors at the
beginning of the period. For purposes hereof, ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(1)(i) of the 1934 Act.

               5.6.3  In the event of a Change in Control, the provisions of
Section 5.6 may not be deleted or amended on or subsequent to the Change of
Control in any manner whatsoever which would be adverse to one or more Key
Employees without the consent of each such Key Employee who would be so
affected; provided, however, the Convergys Compensation and Benefits Committee
may make minor or administrative changes to Section 5.6 or changes to conform to
applicable legal requirements. This Section 5.6.3 shall not limit the Convergys
Compensation and Benefits Committee from making any amendment to or deleting all
or any portion of Section 5.6 prior to a Change in Control.

                                    SECTION 6
                                    ---------

                           ADMINISTRATION OF THE PLAN
                           --------------------------

         6.1   GENERAL. The general administration of the Plan and the
responsibility for carrying out its provisions shall be placed in the Committee.

         6.2   EXPENSES. Expenses of administering the Plan shall be shared by
each Convergys Entity in such proportions as may be determined by the Committee.

         6.3   COMPENSATION OF COMMITTEE. The members of the Committee shall not
receive compensation for their services as such, and, except as required by law,
no bond or other security need be required of them in such capacity in any
jurisdiction.

         6.4   RULES OF PLAN. Subject to the limitations of the Plan, the
Committee may, from time to time, establish rules for the administration of the
Plan and the transaction of its business. The Committee may correct errors,
however arising, and as far as possible, adjust any benefit payments
accordingly. The determination of the Committee as to the interpretation of the
provisions of the Plan or any disputed question shall be conclusive upon all
interested parties.

                                       10
<PAGE>

         6.5   AGENTS AND EMPLOYEES. The Committee may authorize one or more
agents to execute or deliver any instrument. The Committee may appoint or employ
such agents, counsel (including counsel of any Company), auditors (including
auditors of any Company), physicians, clerical help and actuaries as in the
Committee's judgment may seem reasonable or necessary for the proper
administration of the Plan.


         6.6   INDEMNIFICATION. Each Convergys Entity shall indemnify each
member of the Committee for all expenses and liabilities (including reasonable
attorney's fees) arising out of the administration of the Plan. The foregoing
right of indemnification shall be in addition to any other rights to which the
members of the Committee may be entitled as a matter of law.


                                   SECTION 7
                                   ---------

                              FUNDING OBLIGATION
                              ------------------


         Except as provided in Section 5.6, no Convergys Entity shall have any
obligation to fund, either by the purchase of Convergys Shares or the investment
in any account or by any other means, its obligation to Key Employees hereunder.
If, however, a Convergys Entity does elect to allocate assets to provide for any
such obligation, the assets allocated for such purpose shall be assets of the
Convergys Entity subject to claims against the Convergys Entity, including
claims of the Convergys Entity's creditors, to the same extent as are other
corporate assets, and the Key Employee shall have no right or claim against the
assets so allocated, other than as general creditors of the Convergys Entity.



                                   SECTION 8
                                   ---------

                           AMENDMENT AND TERMINATION
                           -------------------------

         The Convergys Compensation and Benefits Committee may, without the
consent of any Key Employee or Beneficiary, amend or terminate the Plan at any
time; provided that no amendment shall be made or act of termination taken which
divests any Key Employee of the right to receive payments under the plan with
respect to amount heretofore credited to the Key Employee's Accounts.

                                       11
<PAGE>

                                   SECTION 9
                                   ---------

                          NON-ALIENATION OF BENEFITS
                          --------------------------

         No Key Employee or Beneficiary shall alienate, commute, anticipate,
assign, pledge, encumber or dispose of the right to receive the payments
required to be made by any Convergys Entity hereunder, which payments and the
right to receive them are expressly declared to be nonassignable and
nontransferable. In the event of any attempt to assign or transfer any such
payment or the right to receive them, no Convergys Entity shall have any further
obligation to make any payments otherwise required of it hereunder.


                                  SECTION 10
                                  ----------

                                 MISCELLANEOUS
                                 -------------

         10.1  DELEGATION. The Committee may delegate to any Convergys Entity,
person or committee certain of its rights and duties hereunder. Any such
delegation shall be valid and binding on all persons and the person or committee
to whom or which authority is delegated shall have full power to act in all
matters so delegated until the authority expires by its terms or is revoked by
the Committee, as the case may be.

         10.2  APPLICABLE LAW. The Plan shall be governed by applicable federal
law and, to the extent not preempted by applicable federal law, the laws of the
State of Ohio.

         10.3  SEPARABILITY OF PROVISIONS. If any provision of the Plan is held
invalid or unenforceable, such invalidity or unenforceabilty shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

         10.4  HEADINGS. Headings used throughout the Plan are for convenience
only and shall not be given legal significance.

         10.5  COUNTERPARTS. The Plan may be executed in any number of
counterparts, each of which shall be deemed an original. All counterparts shall
constitute one and the same instrument, which shall be sufficiently evidenced by
any one thereof.

                                       12
<PAGE>

                                      CONVERGYS CORPORATION
                                      COMPENSATION AND BENEFITS
                                      COMMITTEE


                                      By:______________________


                                       13

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