the Employee as currently taxable compensation in substantially equal monthlyinstallments over the remainder of the continuation coverage period; or          (B) if such healthcare benefits are to be provided in whole or in part througha self-funded plan, the benefits of which are not fully-insured by a third-partyinsurer: (1) to the greatest extent applicable, suchhealthcare benefits shall be construed to satisfy the exemption fromSection 409A pursuant to Treasury Regulation Section1.409A-1(b)(9)(v)(B), and  (2) with respect to the portion of healthcarebenefits that will extend beyond the maximum COBRA continuationperiod, the Company shall determine, as of the date of Employee’stermination, the amount (the “Section 409A Healthcare CoveragePayment”) equal to (*x)*the aggregate of the subsidized premiumswhich would otherwise be paid or reimbursed by the Company inrespect of such benefits, minus (*y)*the value of any benefitsprovided, or to be provided, to Employee under paragraph (1) above,and pay a lump sum cash payment to Employee in an amount equal tothe Section 409A Healthcare Coverage Payment within sixty (60) daysfollowing the date of Employee’s “separation from service” (asdefined below) (with the specific date to be determined by theCompany in its sole discretion), in lieu of such continuedhealthcare coverage or subsidized premiums; *provided, however*, thatif Employee is a “specified employee” (as defined below) on the dateof Employee’s “separation from service,” such lump sum cash paymentshall be paid as provided in Section 12(d) below.     (ii) Continuation of Life Insurance.          (A) Group Term and Executive Life Insurance. To the extentapplicable, Company shall continue to provide to Employee the group term andexecutive life insurance (if any) under which Employee was covered immediately priorto Employee’s termination through insurance maintained by Company in a manner thatsatisfies the exemption under Treasury Regulation Section 1.409A-1(a)(5). In theevent such continued life insurance coverage cannot be provided in such a manner,Employee shall be entitled to convert such life insurance policies in accordancewith the terms of such policies, and Company shall reimburse Employee for the costof the premiums to continue such life insurance coverage during the severance periodin a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), asprovided in Section 12(b)(iv) hereof.          (B) Flexible Premium Life Insurance Policy. To the extent applicable,Company shall continue to provide to Employee the life insurance coverage (if any)under the Flexible Premium Life Insurance Policy (used to fund the TeleTech DeferredCompensation Plan) under which Employee was covered
 

 
immediately prior to Employee’stermination through insurance maintained by theCompany in a manner that satisfies the exemption under Treasury RegulationSection 1.409A-1(a)(5). In the event such life insurance coverage cannot becontinued or provided in such a manner, or in the event such life insurance coveragecannot be continued or converted under the terms of the life insurance policy or ina commercially reasonable manner (as determined in the Company’s sole discretion),Company shall provide Employee with a lump sum cash payment in an amount equal totwo (2) times the amount of the annual aggregate premiums paid on Employee’s behalffor such life insurance coverage for the calendar year immediately prior to thecalendar year in which Employee’s termination occurs; *provided, however*, that ifEmployee is a “specified employee” on the date of Employee’s “separation fromservice,” such lump sum cash payment shall be paid as provided in Section 12(d)below.     (iii) Aircraft and Automobile Usage; Company Matching Contributions toQualified Retirement Plan. In the event that, immediately prior to Employee’stermination, Employee is entitled to personal use of the Company aircraft, aCompany-paid automobile lease or car allowance, and/or employer matchingcontributions to a qualified retirement plan of the Company in which Employee is aparticipant, Employee shall be entitled to receive, in lieu of the continuation ofsuch fringe benefit(s) during the severance period, a lump sum cash payment in anamount equal to two (2) times the value of each such fringe benefit as reported inthe summary compensation table1 of the Company’s definitive proxystatement on Schedule 14A filed with the Securities and Exchange Commission for theCompany’s fiscal year immediately prior to the fiscal year in which Employee’stermination occurs. Such lump sum cash payment shall be paid to Executive withinsixty (60) days following the date of Employee’s “separation from service” (with thespecific date to be determined by the Company in its sole discretion); *provided,however*, that if Employee is a “specified employee” on the date of Employee’s“separation from service,” such lump sum cash payment shall be paid as provided inSection 12(d) below.     (iv) With respect to the financial planning allowance provided under Section3(d) and any continued fringe benefits provided under Section 7(c)(ii) not mentionedabove, which are non-exempt reimbursements or in-kind benefits (including anycontinued healthcare benefits that cannot be provided in the manner described inSection 12(b) above), such benefits shall be provided in a manner that complies withTreasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in noevent shall such benefits be provided later than the last day of Employee’s taxableyear following the taxable year in which the expense was incurred or obligationarose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefitsprovided, during Employee’s taxable year may not affect the expenses eligible forreimbursement, or in-kind benefits provided, 1 With respect to the proxy statement filed for 2007, thesummary compensation table is listed as the “All Other Compensation Table.”
 

 
in any other taxable year of Employee,and (iii) the right to reimbursements or in-kind benefits is not subject toliquidation or exchange for another benefit. c. Notwithstanding anything in this Agreement to the contrary, to the extent thatany payment or benefit constitutes non-exempt “nonqualified deferred compensation” forpurposes of Section 409A, and such payment or benefit would otherwise be payable ordistributable hereunder by reason of Employee’s termination of employment, allreferences to Employee’s termination of employment shall be construed to mean a“separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), andEmployee shall not be considered to have a termination of employment unless suchtermination constitutes a “separation from service” with respect to Employee. If thisSection 12(c) applies, such payments or benefits that are subject to Section 409A shallbe paid (or, in the event of the installment payments under Section 7(c), shallcommence to be paid) on the date that the Company determines within sixty (60) daysfollowing the date of Employee’s “separation from service.” For purposes of Section7(c), the installment payments made on separate payroll dates shall be treated as aseries of separate payments for purposes of Section 409A, and, to the greatest extentapplicable, any such installment payments payable under Section 7(c) shall be construedto be exempt payments pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii).  d. Notwithstanding anything in Section 12(c) to the contrary, if Employee is a“specified employee” on the date of Employee’s “separation from service” (as determinedunder Treasury Regulation Section 1.409A-1(i)), any benefit or payment that constitutesnon-exempt “nonqualified deferred compensation” (within the meaning of Section 409A)shall be delayed in order to avoid a prohibited distribution under Section409A(a)(2)(B)(i), and any such delayed payment shall be paid to Employee in a lump sumduring the ten (10) day period commencing on the earlier of (i) the expiration of thesix-month period measured from the date of Employee’s “separation from service,” or(ii) Employee’s death. To the greatest extent permitted under Section 409A, anyseparate payment or benefit under the Agreement will not be deemed to constitute“nonqualified deferred compensation” subject to Section 409A and the six-month delayrequirement to the extent provided in the exceptions in Treasury Regulation Section1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provisionof Section 409A.  e. If the parties hereto determine that any payments or benefits payable underthis Agreement intended to comply with Section 409A do not so comply, Employee and theCompany agree to amend this Agreement, or take such other actions as Employee and theCompany deem necessary or appropriate, to comply with the requirements of Section 409A,while preserving benefits that are, in the aggregate, no less favorable than thebenefits as provided to Employee under this Agreement. If any provision of theAgreement would cause such payments or benefits to fail to so comply, such provisionshall not be effective and shall be null and void with respect to such payments orbenefits, and such provision shall otherwise remain in full force and effect.
 

 
     The Agreement, as amended by this Amendment, shall remain in full force and effect inaccordance with the terms and conditions thereof. This Amendment may be executedsimultaneously in any number of counterparts, each of which shall be deemed an original but all ofwhich together shall constitute one and the same instrument.     **IN WITNESS WHEREOF**, the parties hereto have executed this Amendment on the date first writtenabove.      **TeleTech Holdings, Inc.**