**Exhibit 10.1 To 2007 10-K**

**EMPLOYMENT AGREEMENT**

This Agreement is made as of the Effective Date between Convergys Corporation, an Ohio corporation(“Employer”), and James F. Orr (“Employee”). For purposes of this Agreement, “Effective Date” means the date on which the initial public offering of Employer’s common shares is closed. 

Employer and Employee agree as follows: 

1. EMPLOYMENT. By this Agreement,Employer and Employee set forth the terms of Employer’s employment of Employee on and after the Effective Date. Any prior agreements or understandings with respect to Employee’s employment by Employer, including Employee’s EmploymentAgreement with Cincinnati Bell Inc. dated August 19, 1994, are canceled as of the Effective Date. 

2. TERM OF AGREEMENT. The term of this Agreementinitially shall be the four year period commencing on the Effective Date. On the third anniversary of the Effective Date and on each subsequent anniversary of the Effective Date, the term of this Agreement automatically shall be extended for aperiod of one additional year. Notwithstanding the foregoing, the term of this Agreement is subject to termination as provided in Section 13. 

3.DUTIES. 

A. Employee will serve as President and Chief Executive Officer of Employer or in such other equivalent capacity as may be designated by the Boardof Directors of Employer. Employee will report to the Board of Directors of Employer. 

B. Employee shall furnish such managerial, executive, financial,technical, and other skills, advice, and assistance in operating Employer and its Affiliates as Employer may reasonably request. For purposes of this Agreement, “Affiliate” means each corporation which is a member of a controlled group ofcorporations (within the meaning of section 1563(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) which includes Employer. 

C.Employee shall also perform such other duties as are reasonably assigned to Employee by the Board of Directors of Employer. 

D. Employee shall devoteEmployee’s entire time, attention, and energies to the 

business of Employer and its Affiliates. The words “entire time, attention, and energies” are intended to meanthat Employee shall devote Employee’s full effort during reasonable working hours to the business of Employer and its Affiliates and shall devote at least 40 hours per week to the business of Employer and its Affiliates. Employee shall travelto such places as are necessary in the performance of Employee’s duties. 

4. COMPENSATION. 

A. Employee shall receive a base salary (the “Base Salary”) of at least $660,000 per year, payable not less frequently than monthly, for each year during theterm of this Agreement, subject to proration for any partial year. Such Base Salary, and all other amounts payable under this Agreement, shall be subject to withholding as required by law. 

B. In addition to the Base Salary, Employee shall be entitled to receive an annual bonus (the “Bonus”) for each calendar year for which services are performedunder this Agreement. Any Bonus for a calendar year shall be payable after the conclusion of the calendar year in accordance with Employer’s regular bonus payment policies. Each year, Employee shall be given a Bonus target, by Employer’sCompensation Committee, of not less than $429,000, subject to proration for a partial year. 

C. On at least an annual basis, Employee shall receive aformal performance review and be considered for Base Salary and/or Bonus target increases. 

5. EXPENSES. All reasonable and necessary expenses incurred byEmployee in the course of the performance of Employee’s duties to Employer shall be reimbursable in accordance with Employer’s then current travel and expense policies. 

6. BENEFITS. 

A. While Employee remains in the employ of Employer, Employee shall be entitled to participate in all of thevarious employee benefit plans and programs, or equivalent plans and programs, set forth in Attachment B. 

B. Notwithstanding anything contained herein tothe contrary, the Base Salary and Bonuses otherwise payable to Employee shall be reduced by any benefits paid to Employee by Employer under any disability plans made available to Employee by Employer. 

C. As of the Effective Date, Employee shall be granted options to purchase 350,000 common shares of Employer under Employer’s 1998 Long Term Incentive Plan. In eachyear of this Agreement after 1998, Employee will be granted stock options under Employer’s 1998 Long Term Incentive Plan or any similar plan made available to employees of Employer. 

D. As of the Effective Date, Employee shall receive a restricted stock award of 150,000 common shares of Employer. Such award shall be made under Employer’s 1998 Long Term Incentive Plan on the terms set forth inAttachment A. 

E. In each year of this Agreement after 1998, Employee will be given a long term incentive target under Employer’s1998 Long Term Incentive Plan. In no event will the value of Executive’s long term incentives (stock options and performance share targets) for any year, as determined by Employer’s Compensation Committee, be less than $1,353,000.

F. As long as Employee remains employed under this Agreement, Employee shall be entitled to participate in Employer’s Pension Program. 

7. CONFIDENTIALITY. Employer and its Affiliates are engaged in the outsourced customer care industry within the U.S. and world wide. Employee acknowledges that in thecourse of employment with the Employer, Employee will be entrusted with or obtain access to information proprietary to the Employer and its Affiliates with respect to the following (all of which information is referred to hereinafter collectively asthe “Information”); the organization and management of Employer and its Affiliates; the names, addresses, buying habits, and other special information regarding past, present and potential customers, employees and suppliers of Employer andits Affiliates; customer and supplier contracts and transactions or price lists of Employer, its Affiliates and their suppliers; products, services, programs and processes sold, licensed or developed by the Employer or its Affiliates; technicaldata, plans and specifications, present and/or future development projects of Employer and its Affiliates; financial and/or marketing data respecting the conduct of the present or future phases of business of Employer and its Affiliates; computerprograms, systems and/or software; ideas, inventions, trademarks, business information, know-how, processes, improvements, designs, redesigns, discoveries and developments of Employer and its Affiliates; and other information considered confidentialby any of the Employer, its Affiliates or customers or suppliers of Employer, its Affiliates. Employee agrees to retain the Information in absolute confidence and not to disclose the Information to any person or organization except as required inthe performance of Employee’s duties for Employer, without the express written consent of Employer; provided that Employee’s obligation of confidentiality shall not extend to any Information which becomes generally available to the publicother than as a result of disclosure by Employee. 

8. NEW DEVELOPMENTS. All ideas, inventions, discoveries, concepts, trademarks, or other developments orimprovements, whether patentable or not, conceived by the Employee, alone or with others, at any time during the term of Employee’s employment, whether or not during working hours or on Employer’s premises, which are within the scope of orrelated to the business operations of Employer or its Affiliates (“New Developments”), shall be and remain the exclusive property of Employer. Employee shall do all things reasonably necessary to ensure ownership of such New Developmentsby Employer, including the execution of documents assigning and transferring to Employer, all of Employee’s rights, title and interest in and to such New Developments, and the execution of all documents required to enable Employer to file andobtain patents, trademarks, and copyrights in the United States and foreign countries on any of such New Developments. 

9. SURRENDER OF MATERIAL UPONTERMINATION. Employee hereby agrees that upon cessation of Employee’s employment, for whatever reason and whether voluntary or involuntary, Employee 

will immediately surrender to Employer all of the property and other things of value in his possession or in thepossession of any person or entity under Employee’s control that are the property of Employer or any of its Affiliates, including without any limitation all personal notes, drawings, manuals, documents, photographs, or the like, includingcopies and derivatives thereof, relating directly or indirectly to any confidential information or materials or New Developments, or relating directly or indirectly to the business of Employer or any of its Affiliates. 

10. REMEDIES. 

A. Employer and Employee hereby acknowledge and agree thatthe services rendered by Employee to Employer, the information disclosed to Employee during and by virtue of Employee’s employment, and Employee’s commitments and obligations to Employer and its Affiliates herein are of a special, uniqueand extraordinary character, and that the breach of any provision of this Agreement by Employee will cause Employer irreparable injury and damage, and consequently the Employer shall be entitled to, in addition to all other remedies available to it,injunctive and equitable relief to prevent a breach of Sections 7, 8, 9, 11 and 12 of this Agreement and to secure the enforcement of this Agreement. 

B.Except as provided in Section 10.A., the parties agree to submit to final and binding arbitration any dispute, claim or controversy, whether for breach of this Agreement or for violation of any of Employee’s statutorily created orprotected rights, arising between the parties that either party would have been otherwise entitled to file or pursue in court or before any administrative agency (herein “claim”), and waives all right to sue the other party. 

(i) This agreement to arbitrate and any resulting arbitration award are enforceable under and subject to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.(“FAA”). If the FAA is held not to apply for any reason then Ohio Revised Code Chapter 2711 regarding the enforceability of arbitration agreements and awards will govern this Agreement and the arbitration award. 

(ii) (a) All of a party’s claims must be presented at a single arbitration hearing. Any claim not raised at the arbitration hearing is waived and released. Thearbitration hearing will take place in Cincinnati, Ohio. 

(b) The arbitration process will be governed by the Employment Dispute Resolution Rules of theAmerican Arbitration Association (“AAA”) except to the extent they are modified by this Agreement. 

(c) Employee has had an opportunity to reviewthe AAA rules and the requirements that Employee must pay a filing fee for which the Employer has agreed to split on an equal basis. 

(d) The arbitratorwill be selected from a panel of arbitrators chosen by the AAA in White Plains, New York. After the filing of a Request for Arbitration, the AAA will send simultaneously to Employer and Employee an identical list of names of five persons chosen fromthe panel. Each party will have 10 days from the transmittal date in which to strike up to two names, number the remaining names in order of preference and return the list to the AAA. 

(e) Any pre-hearing disputes will be presented to the arbitrator for expeditious, final and binding resolution.

(f) The award of the arbitrator will be in writing and will set forth each issue considered and the arbitrator’s finding of fact and conclusions oflaw as to each such issue. 

(g) The remedy and relief that may be granted by the arbitrator to Employee are limited to lost wages, benefits, cease anddesist and affirmative relief, compensatory, liquidated and punitive damages and reasonable attorney’s fees, and will not include reinstatement or promotion. If the arbitrator would have awarded reinstatement or promotion, but for theprohibition in this Agreement, the arbitrator may award front pay. The arbitrator may assess to either party, or split, the arbitrator’s fee and expenses and the cost of the transcript, if any, in accordance with the arbitrator’sdetermination of the merits of each party’s position, but each party will bear any cost for its witnesses and proof. 

(h) Employer and Employeerecognize that a primary benefit each derives from arbitration is avoiding the delay and costs normally associated with litigation. Therefore, neither party will be entitled to conduct any discovery prior to the arbitration hearing except that:(i) Employer will furnish Employee with copies of all non-privileged documents in Employee’s personnel file; (ii) if the claim is for discharge, Employee will furnish Employer with records of earnings and benefits relating toEmployee’s subsequent employment (including self-employment) and all documents relating to Employee’s efforts to obtain subsequent employment; (iii) the parties will exchange copies of all documents they intend to introduce asevidence at the arbitration hearing at least 10 days prior to such hearing; (iv) Employee will be allowed (at Employee’s expense) to take the depositions, for a period not to exceed four hours each, of two representatives of Employer, andEmployer will be allowed (at its expense) to depose Employee for a period not to exceed four hours; and (v) Employer or Employee may ask the arbitrator to grant additional discovery to the extent permitted by AAA rules upon a showing that suchdiscovery is necessary. 

(i) Nothing herein will prevent either party from taking the deposition of any witness where the sole purpose for taking thedeposition is to use the deposition in lieu of the witness testifying at the hearing and the witness is, in good faith, unavailable to testify in person at the hearing due to poor health, residency and employment more than 50 miles from the hearingsite, conflicting travel plans or other comparable reason. 

(iii) Arbitration must be requested in writing no later than 6 months from the date of theparty’s knowledge of the matter disputed by the claim. A party’s failure to initiate arbitration within the time limits herein will be considered a waiver and release by that party with respect to any claim subject to arbitration underthis Agreement. 

(iv) Employer and Employee consent that judgment upon the arbitration award may be entered in any federal or state courtthat has jurisdiction. 

(v) Except as provided in Section 10.A., neither party will commence or pursue any litigation on any claim that is or wassubject to arbitration under this Agreement. 

(vi) All aspects of any arbitration procedure under this Agreement, including the hearing and the record ofthe proceedings, are confidential and will not be open to the public, except to the extent the parties agree otherwise in writing, or as may be appropriate in any subsequent proceedings between the parties, or as may otherwise be appropriate inresponse to a governmental agency or legal process. 

11. COVENANT NOT TO COMPETE. For purposes of this Section 11 only, the term “Employer”shall mean, collectively, Employer and each of its Affiliates. During the two-year period following termination of Employee’s employment with Employer for any reason (or if this period is unenforceable by law, then for such period as shall beenforceable) Employee will not engage in any business offering services related to the current business of Employer, whether as a principal, partner, joint venturer, agent, employee, salesman, consultant, director or officer, where such positionwould involve Employee (i) in any business activity in competition with Employer; (ii) in any position with any customer of Employer which involves such customer’s billing and/or billing related systems or; or (iii) in anybusiness that provides billing and/or billing related systems to third parties engaged in the communication business (including wireless, wireline and cable communication businesses). This restriction will be limited to the geographical area whereEmployer is then engaged in such competing business activity or to such other geographical area as a court shall find reasonably necessary to protect the goodwill and business of the Employer. 

During the two-year period following termination of Employee’s employment with Employer for any reason (or if this period is unenforceable by law, then for suchperiod as shall be enforceable) Employee will not interfere with or adversely affect, either directly or indirectly, Employer’s relationships with any person, firm, association, corporation or other entity which is known by Employee to be, oris included on any listing to which Employee had access during the course of employment as a customer, client, supplier, consultant or employee of Employer and that Employee will not divert or change, or attempt to divert or change, any suchrelationship to the detriment of Employer or to the benefit of any other person, firm, association, corporation or other entity. 

During the two-yearperiod following termination of Employee’s employment with Employer for any reason (or if this period is unenforceable by law, then for such period as shall be enforceable) Employee shall not, without the prior written consent of Employer,accept employment, as an employee, consultant, or otherwise, with any company or entity which is a customer or supplier of Employer at any time during the final year of Employee’s employment with Employer. 

Employee will not, during or at any time within three years after the termination of Employee’s employment with Employer, induce or seek to induce, any otheremployee of Employer to terminate his or her employment relationship with Employer. 

12. GOODWILL. Employee will not disparage Employer or any of its Affiliates in any way which could adversely affect thegoodwill, reputation and business relationships of Employer or any of its Affiliates with the public generally, or with any of their customers, suppliers or employees. Employer will not disparage Employee. 

13. TERMINATION. 

A. (i) Employer or Employee may terminate thisAgreement upon Employee’s failure or inability to perform the services required hereunder because of any physical or mental infirmity for which Employee receives disability benefits under any disability benefit plans made available to Employeeby Employer (the “Disability Plans”), over a period of one hundred twenty consecutive working days during any twelve consecutive month period (a “Terminating Disability”). 

(ii) If Employer or Employee elects to terminate this Agreement in the event of a Terminating Disability, such termination shall be effective immediately upon the givingof written notice by the terminating party to the other. 

(iii) Upon termination of this Agreement on account of Terminating Disability, Employer shall payEmployee Employee’s accrued compensation hereunder, whether Base Salary, Bonus or otherwise (subject to offset for any amounts received pursuant to the Disability Plans), to the date of termination. For as long as such Terminating Disabilitymay exist, Employee shall continue to be an employee of Employer for all other purposes and Employer shall provide Employee with disability benefits and all other benefits according to the provisions of the Disability Plans and any other Employerplans in which Employee is then participating. 

(iv) If the parties elect not to terminate this Agreement upon an event of a Terminating Disability andEmployee returns to active employment with Employer prior to such a termination, or if such disability exists for less than one hundred twenty consecutive working days, the provisions of this Agreement shall remain in full force and effect.

B. This Agreement terminates immediately and automatically on the death of the Employee, provided, however, that the Employee’s estate shall be paidEmployee’s accrued compensation hereunder, whether Base Salary, Bonus or otherwise, to the date of death. 

C. Employer may terminate this Agreementimmediately, upon written notice to Employee, for Cause. For purposes of this Agreement, Employer shall have “Cause” to terminate this Agreement only if Employer’s Board of Directors determines that there has been fraud,misappropriation or embezzlement on the part of Employee. 

D. Employer may terminate this Agreement immediately, upon written notice to Employee, for anyreason other than those set forth in Sections 13.A., B. and C.; provided, 

however, that Employer shall have no right to terminate under this Section 13.D. within two years after a Change inControl. In the event of a termination by Employer under this Section 13.D., Employer shall, within five days after the termination, pay Employee an amount equal to the greater of (i) two times the sum of the annual Base Salary rate ineffect at the time of termination plus the Bonus target in effect at the time of termination or (ii) if the Current Term is longer than two years, the sum of the Base Salary for the remainder of the Current Term (at the rate in effect at thetime of termination) plus the Bonus targets (at the amount in effect at the time of termination) for each calendar year commencing or ending during the remainder of the Current Term (subject to proration in the case of any calendar year ending afterthe Current Term). For the remainder of the Current Term, Employer shall continue to provide Employee with medical, dental, vision and life insurance coverage comparable to the medical, dental, vision and life insurance coverage in effect forEmployee immediately prior to the termination; and, to the extent that Employee would have been eligible for any post-retirement medical, dental, vision or life insurance benefits from Employer if Employee had continued in employment through the endof the Current Term, Employer shall provide such post-retirement benefits to Employee after the end of the Current Term. For purposes of any stock option or restricted stock grant outstanding immediately prior to the termination, Employee’semployment with Employer shall not be deemed to have terminated until the end of the Current Term. In addition, Employee shall be entitled to receive, as soon as practicable after termination, an amount equal to the sum of (i) any forfeitablebenefits under any qualified or nonqualified pension, profit sharing, 401(k) or deferred compensation plan of Employer or any Affiliate which would have vested prior to the end of the Current Term if Employee’s employment had not terminatedplus (ii) if Employee is participating in a qualified or nonqualified defined benefit plan of Employer or any Affiliate at the time of termination, an amount equal to the present value of the additional vested benefits which would have accruedfor Employee under such plan if Employee’s employment had not terminated prior to the end of the Current Term and if Employee’s annual Base Salary and Bonus target had neither increased nor decreased after the termination. For purposes ofthis Section 13.D., “Current Term” means the longer of (i) the two year period beginning at the time of termination or (ii) the unexpired term of this Agreement at the time of the termination, determined as provided inSection 2 but assuming that there is no automatic extension of the Agreement term after the termination. For purposes of this Section 13.D. and Section 13.E., “Change in Control” means a change in control as defined inEmployer’s 1998 Long Term Incentive Plan. 

E. This Agreement shall terminate automatically in the event that there is a Change in Control and either(i) Employee elects to resign within 90 days after the Change in Control or (ii) Employee’s employment with Employer is actually or constructively terminated by Employer within two years after the Change in Control for any reasonother than those set forth in Sections 13.A., B. and C. For purposes of the preceding sentence, a “constructive” termination of Employee’s employment shall be deemed to have occurred if, without Employee’s consent, there is amaterial reduction in Employee’s authority or responsibilities or if there is a reduction in Employee’s Base Salary or Bonus target from the amount in effect immediately prior to the Change in Control or if Employee is required by Employerto relocate from the city where Employee is residing immediately prior to the Change in Control. In the event of a termination under this Section 13.E., Employer shall pay Employee an amount equal to three times the sum 

 

of the annual Base Salary rate in effect at the time of termination plus the Bonus target in effect at the time oftermination, all stock options shall become immediately exercisable (and Employee shall be afforded the opportunity to exercise them), the restrictions applicable to all restricted stock shall lapse and any long term awards shall be paid out attarget. For the remainder of the Current Term, Employer shall continue to provide Employee with medical, dental, vision and life insurance coverage comparable to the medical, dental, vision and life insurance coverage in effect for Employeeimmediately prior to the termination; and, to the extent that Employee would have been eligible for any post-retirement medical, dental, vision or life insurance benefits from Employer if Employee had continued in employment through the end of theCurrent Term, Employer shall provide such post-retirement benefits to Employee after the end of the Current Term. Employee’s accrued benefit under any nonqualified pension or deferred compensation plan maintained by Employer or any Affiliateshall become immediately vested and nonforfeitable and Employee also shall be entitled to receive a payment equal to the sum of (i) any forfeitable benefits under any qualified pension or profit sharing or 401(k) plan maintained by Employer orany Affiliate plus (ii) if Employee is participating in a qualified or nonqualified defined benefit plan of Employer or any Affiliate at the time of termination, an amount equal to the present value of the additional benefits which would haveaccrued for Employee under such plan if Employee’s employment had not terminated prior to the end of the Current Term and if Employee’s annual Base Salary and Bonus target had neither increased nor decreased after the termination. Finally,to the extent that Employee is deemed to have received an excess parachute payment by reason of the Change in Control, Employer shall pay Employee an additional sum sufficient to pay (i) any taxes imposed under section 4999 of the Code plus(ii) any federal, state and local taxes applicable to any taxes imposed under section 4999 of the Code. For purposes of this Section 13.E., “Current Term” means the longer of (i) the three year period beginning at the timeof termination or (ii) the unexpired term of this Agreement at the time of the termination, determined as provided in Section 2 but assuming that there is no automatic extension of the Agreement term after the termination. 

F. Employee may resign upon 60 days’ prior written notice to Employer. In the event of a resignation under this Section 13.F., this Agreement shall terminateand Employee shall be entitled to receive Employee’s Base Salary through the date of termination, any Bonus earned but not paid at the time of termination and any other vested compensation or benefits called for under any compensation plan orprogram of Employer. 

G. Employee may retire upon one year’s prior written notice to Employer at any time after Employee has attained age 55 andcompleted at least ten years of service with Employer and its Affiliates. For purposes of the preceding sentence, service with Cincinnati Bell Inc. and its subsidiaries prior to the Effective Date shall be deemed to be service with Employer. In theevent of a retirement under this Section 13.G., this Agreement shall terminate and Employee shall be entitled to receive Employee’s Base Salary through the date of termination and any Bonus earned but not paid at the time of termination.In addition, Employee shall be entitled to receive any compensation or benefits made available to retirees under Employer’s standard policies and programs, including retiree medical and life insurance benefits, a prorated Bonus for the year oftermination, and the right to exercise options after retirement. 

 

H. Upon termination of this Agreement as a result of an event of termination described in this Section 13 and exceptfor Employer’s payment of the required payments under this Section 13 (including any Base Salary accrued through the date of termination, any Bonus earned for the year preceding the year in which the termination occurs and anynonforfeitable amounts payable under any employee plan), all further compensation under this Agreement shall terminate. 

I. The termination of thisAgreement shall not amend, alter or modify the rights and obligations of the parties under Sections 7, 8, 9, 10, 11, and 12 hereof, the terms of which shall survive the termination of this Agreement. 

14. ASSIGNMENT. As this is an agreement for personal services involving a relation of confidence and a trust between Employer and Employee, all rights and duties ofEmployee arising under this Agreement, and the Agreement itself, are non-assignable by Employee. 

15. NOTICES. Any notice required or permitted to be givenunder this Agreement shall be sufficient, if in writing, and if delivered personally or by certified mail to Employee at Employee’s place of residence as then recorded on the books of Employer or to Employer at its principal office. 

16. WAIVER. No waiver or modification of this Agreement or the terms contained herein shall be valid unless in writing and duly executed by the party to be chargedtherewith. The waiver by any party hereto of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such party. 

17. GOVERNING LAW. This agreement shall be governed by the laws of the State of Ohio. 

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with respect to Employee’s employment by Employer. There are no other contracts, agreements or understandings, whether oral orwritten, existing between them except as contained or referred to in this Agreement. 

19. SEVERABILITY. In case any one or more of the provisions of thisAgreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or other enforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal, orunenforceable provisions have never been contained herein. 

20. SUCCESSORS AND ASSIGNS. Subject to the requirements of Paragraph 14 above, this Agreementshall be binding upon Employee, Employer and Employer’s successors and assigns. 

21. CONFIDENTIALITY OF AGREEMENT TERMS. The terms of this Agreementshall be held in strict confidence by Employee and shall not be disclosed by Employee to anyone other than Employee’s spouse, Employee’s legal counsel, and Employee’s other advisors, unless required by law. Further, except as providedin the preceding sentence, Employee shall not reveal the 

existence of this Agreement or discuss its terms with any person (including but not limited to any employee of Employeror its Affiliates) without the express authorization of the Board of Directors of Employer. To the extent that the terms of this Agreement have been disclosed by Employer, in a public filing or otherwise, the confidentiality requirements of thisSection 21 shall no longer apply to such terms. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the dayand year first above written. 

 
 **CONVERGYS CORPORATION**  By:  **EMPLOYEE**  
 

 
  **James F. Orr** 

**Attachment B**

**EMPLOYEE BENEFITS**

 
Automobile Allowance  Company-leased automobileCellular Telephone  YesExecutive Deferred Compensation Plan  YesGroup Accident Life  $500,000Legal/Financial/Insurance Allowance  $10,000 per yearParking  YesAnnual Physical  YesShort Term Disability Supplement  YesTravel Insurance (Spouse)  $50,000Vacation  5 weeks per year
 

**AMENDMENT TO EMPLOYMENT AGREEMENT**

The Employment Agreement between Convergys Corporation (“Employer”) and James F. Orr (“Employee”), made as of the date on which the initial public offering of Employer’s common shares wasclosed, is hereby amended in the following respects: 

1. Section 4.A. is hereby amended to read as follows: 

A. Employee shall receive a base salary (the “Base Salary”) of at least $765,000 per year, payable not less frequently than monthly, for each year after 1998during the term of this Agreement, subject to proration for any partial year. Such Base Salary, and all other amounts payable under this Agreement, shall be subject to withholding as required by law. 

2. Section 4.B. is hereby amended to read as follows: 

B. In additionto the Base Salary, Employee shall be entitled to receive an annual bonus (the “Bonus”) for each calendar year for which services are performed under this Agreement. Any Bonus for a calendar year shall be payable after the conclusion ofthe calendar year in accordance with Employer’s regular bonus payment policies. The Bonus target for the period from August 13, 1998 through December 31, 1998 shall be $165,723 ($429,000 on an annualized basis). Each year after 1998,Employee shall be given a minimum Bonus target, by Employer’s Compensation Committee, of not less than $324,000, subject to proration for a partial year. 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on December     , 1998. 

 
 **CONVERGYS CORPORATION**  By:  
 
 
James F. Orr