**Exhibit 3.2 to 2009 10-Q**

**AMENDED AND RESTATED**

**CODE OF REGULATIONS**

**Effective April 21, 2009**

**CONVERGYS CORPORATION**

**ARTICLE I - MEETINGS**

SECTION 1. ANNUAL MEETING. The annual meeting of shareholders of the corporation shall be held in the fourth month following the close of the corporation’s fiscal year on such date as the board of directors mayfrom time to time determine. 

SECTION 2. PLACE OF MEETINGS. All meetings of shareholders shall be held at such place within or without the State of Ohio asmay be designated in the notice of the meeting. 

SECTION 3. QUORUM. At all meetings of shareholders the holders of a majority of the shares issued andoutstanding and entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum, but no action required by law, the Amended Articles or the Regulations to be authorized or taken by the holders of a designated proportion ofthe shares of any particular class or of each class, may be authorized or taken by a lesser proportion. 

SECTION 4. SPECIAL MEETINGS. Special meetings ofshareholders for any purpose or purposes may be called by the chairman of the board, by the president, by the vice president authorized to exercise the authority of the president in case of the president’s absence, death or disability, byresolution of the directors or by resolution of the holders of not less than one-half of the outstanding voting power of the corporation. 

**ARTICLE II - BOARD OF DIRECTORS**

SECTION 1. NUMBER. The number of directors of the corporation, which shall be not less than three nor morethan seventeen, shall be seven until increased or decreased by the affirmative vote of two-thirds of the whole authorized number of directors or by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of thecorporation voting as a single class at a meeting of shareholders called for the purpose of electing directors. No reduction in the number of directors shall have the effect of shortening the term of any incumbent director. 

SECTION 2. MEETINGS. An organization meeting of the board of directors may be held, without notice, immediately after the annual meeting of shareholders for the purposeof electing officers, creating an executive committee and attending to such other business as may properly come before the meeting. Additional regular meetings shall be held at such times as the board of directors may from time to time determine.

SECTION 3. PLACE OF MEETINGS. All meetings of the board of directors shall be held at such place within or without theState of Ohio as may be designated in the notice of the meeting. 

SECTION 4. REMOVAL. Any director may be removed from office, without assigning cause, bythe affirmative vote of the holders of at least two-thirds of the outstanding voting power of the corporation voting as a single class at a meeting of shareholders called for such purpose. 

SECTION 5. VACANCIES. Any vacancy on the board of directors, whether created by an increase in the number of directors, removal of a director, death or resignation of adirector or otherwise, may be filled by the remaining directors, though less than a majority of the whole authorized number of directors, by a majority vote, or by the affirmative vote of the holders of at least two-thirds of the outstanding votingpower of the corporation voting as a single class at a meeting of shareholders called for such purpose. 

SECTION 6. MAJORITY VOTING FOR DIRECTORS. In anuncontested election any nominee for election as a director (including incumbent directors) who receives a greater number of “withhold” votes than votes “for” election (a “Majority Withhold Vote”) shall promptly tenderto the board of directors (the “Board”) his or her offer of resignation following certification of the shareholder vote. For purposes of the preceding sentence, an “uncontested election” is an election in which the number ofnominees is not greater than the number of directors being elected at the meeting. Each nominee for election as a director (including incumbent directors) must agree in advance to abide by this policy as a condition of his or her nomination forelection as a director. 

The Governance and Nominating Committee (the “Committee”) will consider the resignation offer, and will make arecommendation to the board whether to accept or reject the resignation offer. In making its recommendation the Committee will consider all factors it deems relevant, including the stated reasons, if any, why shareholders withheld their votes fromthe director, the length of service and qualifications of the director, the director’s contributions to the Company and potential adverse consequences of the resignation (such as failure to comply with the exchange listing requirements or theSecurities and Exchange Commission rules and regulations). 

The Board will act on the Committee’s recommendation within ninety (90) daysfollowing certification of the shareholder vote. When making its decision, the board may either accept or reject the resignation offer, and may pursue additional actions such as: (a) allowing the director to remain on the board but not bere-nominated at the end of the current term; (b) deferring acceptance of the resignation offer until a replacement director with qualifications and/or experience comparable to that of the director offering to resign (such as audit committeefinancial expertise) can be identified and elected to the board; or (c) deferring acceptance of the director’s resignation offer if the director can cure the cause of the “withhold” votes (for example, if votes were withheld dueto multiple directorships, by resigning from other boards). 

The board will promptly disclose its decision whether to accept or reject the director’s resignation offer in acurrent filing on a Form 8-K filed with the Securities and Exchange Commission. Any director who tenders an offer of resignation pursuant to this Section 6 shall not participate in the Committee recommendation or board action regarding theresignation offer. 

If a majority of the members of the Committee receive a Majority Withhold Vote at the same election, then the independent directors whodid not receive a Majority Withhold Vote shall appoint a special committee consisting of independent directors who did not receive a Majority Withhold Vote to consider the resignation offers and recommend to the Board whether to accept or reject allor any of them. 

**ARTICLE III - EXECUTIVE AND OTHER COMMITTEES**

SECTION 1. ELECTION AND POWERS. The board of directors shall create an executive committee of not less than three directors, including the chairman of the board, if one has been elected, and the president. The boardof directors may appoint one or more directors as alternate members of the executive committee, who may take the place of any absent member or members at any meeting of the executive committee. Subject to such limitations as the board of directorsmay from time to time prescribe, the executive committee shall have all the powers of the board of directors in the intervals between meetings of the board, other than that of filling vacancies among the directors or in any committee of thedirectors. 

SECTION 2. MEETINGS AND QUORUM. Regular meetings of the executive committee shall be held at such times as the executive committee may fromtime to time determine, and special meetings of the executive committee may be called by the chairman of the board, if one has been elected, or the president to be held at any time and place and shall be called when any two members of the executivecommittee so request in writing specifying the purpose of the meeting. A majority of the executive committee shall constitute a quorum for a meeting, and the act of a majority of the members of the executive committee present at a meeting at which aquorum is present shall be the act of the executive committee. 

SECTION 3. RECORDS. The executive committee shall keep a full record of its proceedings,and all action by the executive committee shall be reported to the board of directors at its next meeting. 

SECTION 4. OTHER COMMITTEES. The board ofdirectors may create such other standing or special committees, to consist of not less than three directors, as it deems desirable. Each such committee shall have such powers and perform such duties as may be delegated to it by the board ofdirectors. A majority of any such committee shall constitute a quorum for a meeting, and the act of a majority of the members of the committee present at a meeting at which a quorum is present shall be the act of the committee. 

**ARTICLE IV - OFFICERS**

SECTION 1. POWERS AND DUTIES. Subject to such limitations as the board of directors may from time to time prescribe, the officers shall each have such powers and perform such duties as generally pertain to theirrespective offices and such further powers and duties as may be conferred from time to time by the board of directors or, in the case of all officers other than the chief executive officer, by the chief executive officer. The president shall be thechief executive officer except that whenever a chairman of the board is elected, the board of directors shall designate either the chairman or the president as the chief executive officer. 

SECTION 2. BONDS. Any officer or employee may be required to give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the boardof directors may from time to time determine. The premium on any such bond or bonds shall be paid by the corporation. 

**ARTICLE V -INDEMNIFICATION OF DIRECTORS AND OFFICERS**

The corporation shall, to the full extent permitted by the General Corporation Law of Ohio, indemnify allpersons whom it may indemnify pursuant thereto. 

**ARTICLE VI - CERTIFICATES FOR SHARES**

If any certificate for shares of the corporation is lost, stolen or destroyed, a new certificate may be issued upon such terms or under such rules as the board ofdirectors may from time to time determine or adopt. 

**ARTICLE VII - SEAL**

The seal of the corporation shall be in such form as the board of directors may from time to time determine. 

**ARTICLE VIII - ALTERATION, AMENDMENT OR REPEAL**

These Regulations may be altered, amended orrepealed only by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of the corporation voting as a single class at a meeting of shareholders called for such purpose, unless such alteration, amendment or repealis recommended by the affirmative vote of two-thirds of the whole authorized number of directors, in which case these Regulations may be altered, amended or repealed by the affirmative vote of the holders of a majority of the outstanding votingpower of the corporation voting as a single class at a meeting of shareholders called for such purpose.