CONVERGYS CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (As amended and restated effective as of January 1, 2005)

Exhibit 10.15 to 2008 10-K

CONVERGYS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

(As amended and restated effective as of January 1, 2005)

CONVERGYS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

(As amended and restated effective as of January 1, 2005)

1.1 Name and Sponsor of Plan . The name of this Plan is the Convergys Corporation Executive Deferred Compensation Plan, and its sponsor is Convergys.

1.2 Purpose of Plan . The purpose of the Plan is to provide deferred compensation for a select group of management and highly compensated employees of the Company (within the meaning of title I of ERISA).

1.3 Effective Amendment Date of Plan and Effect of Plan On Prior Deferrals .

(a) Deferred Compensation Subject To Following Terms of This Document . In order to conform the Plan to the requirements of the American Jobs Creation Act of 2004, this document amends and restates the Plan effective as of the Effective Amendment Date (January 1, 2005). The provisions of sections 2 through 10 hereof apply to but only to:

(1) amounts that are attributable to compensation that is deferred under section 4 hereof on or after the Effective Amendment Date;

(2) amounts that are attributable to compensation that was deferred under the provisions of the Prior Plan prior to the Effective Amendment Date but was not earned and vested (within the meaning of Section 1.409A-6(a)(2) of the Treasury Regulations) prior to the Effective Amendment Date; and

(3) amounts that are attributable to compensation that was deferred under the provisions of the Prior Plan prior to the Effective Amendment Date and was earned and vested (within the meaning of Section 1.409A-6(a)(2) of the Treasury Regulations) prior to the Effective Amendment Date, but only if the provisions of the Prior Plan that apply to any such compensation are materially modified (within the meaning of Section 1.409A-6(a)(4) of the Treasury Regulations). This document does not by itself materially modify such provisions.

(b) Effective Date of Following Terms of This Document When Applied To Pre-Effective Amendment Date Deferred Compensation . Any amounts described in paragraph (a)(2) and (3) of this subsection 1.3 shall, beginning as of the Effective Amendment Date, be subject to the terms of sections 2 through 10 hereof as if this document had been in effect prior to the Effective Amendment Date.

(c) Incorporation of Terms of Prior Plan . Notwithstanding any other provision of the Plan, except as provided in paragraph (a)(2) and (3) of this subsection 1.3, all rules (including rules as to assumed investments and distributions) that relate to amounts deferred under the Prior Plan, adjusted by assumed earnings and losses thereon as determined under the provisions of the Prior Plan, shall be governed solely by the terms of the Prior Plan (which terms are incorporated herein by reference).

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2.1 “Account” means, with respect to any Participant, the bookkeeping account maintained for the Participant under the terms of this Plan and to which amounts are credited or otherwise allocated under section 5 hereof in order to help determine the Participant’s benefits under the Plan.

2.2 “Annual Cash Incentive Award” means, with respect to any Key Employee, an annual incentive award or bonus payable in cash to the Key Employee by the Company.

2.3 “Basic Salary” means, with respect to any Key Employee, the basic salary, pay in lieu of paid time off, short term disability pay, sales incentive payments and bonuses, hiring bonuses, and retention bonuses payable to the Key Employee by the Company (but not including spot bonuses, patent bonuses, referral bonuses, severance pay, relocation pay, imputed income, long term incentive payments, and other special remuneration not treated by the Company as part of the Key Employee’s basic rate of pay).

2.4 “Beneficiary” means, with respect to any Participant, the person or entity designated by the Participant, on forms furnished and in the manner prescribed by the Committee, to receive any benefit payable under the Plan after the Participant’s death. If a Participant fails to designate a beneficiary or if, for any reason, such designation is not effective, his or her “Beneficiary” shall be deemed to be his or her surviving spouse or, if none, his or her estate.

2.5 “Board” means the Board of Directors of Convergys.

2.6 “Change in Control” means the occurrence of any of the events described in paragraphs (a), (b), and (c) of this subsection 2.6. All of such events shall be determined under and, even if not so indicated in the following paragraphs of this subsection 2.6, shall be subject to all of the terms of Section 1.409A-3(i)(5) of the Treasury Regulations.

(a) A change in the ownership of Convergys (within the meaning of Section 1.409A-3(i)(5)(v) of the Treasury Regulations). In very general terms, Section 1.409A-3(i)(5)(v) of the Treasury Regulations provides that a change in the ownership of Convergys occurs when a person or more than one person acting as a group acquires outstanding voting securities of Convergys that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of Convergys.

(b) A change in the effective control of Convergys (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations). In very general terms, Section 1.409A-3(i)(5)(vi) of the Treasury Regulations provides that a change in the effective control of Convergys occurs either:

(1) when a person or more than one person acting as a group acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Convergys possessing 30% or more of the total voting power of the stock of Convergys; or

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(2) when a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

(c) A change in the ownership of a substantial portion of the assets of Convergys (within the meaning of Section 1.409A-3(i)(5)(vii) of the Treasury Regulations). In very general terms, Section 1.409A-3(i)(5)(vii) of the Treasury Regulations provides that a change in the ownership of a substantial portion of the assets of Convergys occurs when a person or more than one person acting as a group acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from Convergys that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Convergys immediately prior to such acquisition or acquisitions.

2.7 “Code” means the Internal Revenue Code of 1986, as it exists as of the Effective Amendment Date and as it may thereafter be amended. A reference to a specific section of the Code shall be deemed to be a reference both (i) to the provisions of such section as it exists as of the Effective Amendment Date and as it is subsequently amended, renumbered, or superseded (by future legislation) and (ii) to the provisions of any section of the Treasury Regulations that is issued under such section.

2.8 “Committee” means the Compensation and Benefits Committee of the Board.

2.9 “Company” means all of the Employers considered collectively.

2.10 “Convergys” means Convergys Corporation (and, except for purposes of determining whether a Change in Control has occurred, any legal successor to Convergys Corporation that results from a merger or similar transaction).

2.11 “Date of Separation” means, with respect to any Participant, the date on which the Participant separates from service with the Company.

2.12 “Effective Amendment Date” means January 1, 2005.

2.13 “Employee” means any person who is a common law employee of the Company ( i.e. , a person whose work procedures are subject to control by the Company) and is treated as an employee on an employee payroll of the Company.

2.14 “Employer” means each of: (i) Convergys; and (ii) each other corporation or other organization that is deemed to be a single employer with Convergys under Section 414(b) or (c) of the Code ( i.e. , as part of a controlled group of corporations that includes Convergys or under common control with Convergys).

2.15 “ERISA” means the Employee Retirement Income Security Act of 1974, as it exists as of the Effective Amendment Date and as it may thereafter be amended. A reference to a specific section of ERISA shall be deemed to be a reference both (i) to the provisions of such section as it exists as of the Effective Amendment Date and as it is subsequently amended, renumbered, or superseded (by future legislation) and (ii) to the provisions of any government regulation that is issued under such section as of the Effective Amendment Date or as of a later date.

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2.16 “Key Employee” means, as of any date, a person who on such date is an Employee, who has previously been designated as a participant in the Plan by action of the Board or the Committee (adopted either prior to the Effective Amendment Date or on or after such date) in accordance with the provisions of section 3 below, and who has not previously been removed as a participant in the Plan by action of the Board or the Committee adopted in accordance with the provisions of section 3 below.

2.17 “LTIP” means the Convergys Corporation 1998 Long Term Incentive Plan, as such plan exists as of the Effective Amendment Date and as it may thereafter be amended.

2.18 “Maximum 401(m) Match” means, with respect to any Key Employee and as of any date, the maximum Company matching contribution which would have been made for the Key Employee under the RSP by reason of his or her elective contributions made to the RSP as of such date if the Key Employee had elected to contribute to the RSP on a pre-tax basis 5% of the amount that otherwise would be his or her Total Compensation for such date (or, if less, the maximum amount that he or she could contribute to the RSP as of such date under the Code’s rules that apply to the RSP and the terms of the RSP).

2.19 “Participant” means a person who as a Key Employee elects or elected to defer any amounts under this Plan. Such person shall remain a Participant until the amounts allocated to his or her Account have been fully paid and/or forfeited, as the case may be.

2.20 “Performance-Based Award” means, with respect to a Key Employee, an award granted to the Key Employee by the Company (regardless of whether or not any such award is otherwise payable in cash or Shares) that constitutes Performance-Based Compensation, provided that the Key Employee performs services for the Company continuously from a date no later than the date upon which the performance criteria applicable to such award are established through the date upon which the Key Employee makes an initial deferral election with respect to any part of such award under subsection 4.1(b) hereof. Notwithstanding the foregoing, in no event shall stock option or stock appreciation right awards be considered Performance-Based Awards under this Plan.

2.21 “Performance-Based Compensation” means, with respect to any Key Employee, any compensation provided by an Employer to the Key Employee (i) where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months in which the Key Employee performs services for the Company and (ii) which constitutes “performance-based compensation” within the meaning of, and in accordance with the rules of, Section 1.409A-1(e) of the Treasury Regulations.

2.22 “Plan” means the Convergys Corporation Executive Deferred Compensation Plan. This document amends and restates the Plan effective as of the Effective Amendment Date to the extent indicated by subsection 1.3 hereof.

2.23 “Prior Plan” means the versions of the Plan that were in effect before the Effective Amendment Date.

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2.24 “Restricted Stock Award” means, with respect to any Key Employee, an award granted to the Key Employee under the LTIP and under which Shares are issued to the Key Employee by Convergys pursuant to an agreement that restricts the right of the Key Employee to dispose of such shares (and that makes such shares forfeitable) until and unless certain conditions are met.

2.25 “Restricted Stock Unit Award” means, with respect to any Key Employee, an award granted to the Key Employee under the LTIP and under which the Key Employee has the right to receive a number of Shares in the future if and when certain conditions are met.

2.26 “RSP” means the Convergys Corporation Retirement and Savings Plan, as such plan exists as of the Effective Amendment Date and as it may thereafter be amended. The RSP is a defined contribution plan that is sponsored by Convergys and that is intended to qualify as a tax-favored plan under Section 401(a) of the Code.

2.27 “Shares” means common shares of Convergys.

2.28 “Tax Year” means, with respect to any Key Employee, the Key Employee’s taxable year for federal income tax purposes. Unless the Company or the Committee is notified otherwise by the Key Employee, the Company and the Committee may assume for purposes of this Plan that a Key Employee’s Tax Year is a calendar year.

2.29 “Total Compensation” means, with respect to any Key Employee and as of any date, the total amount of Basic Salary and Annual Cash Incentive Awards paid to the Key Employee on such date (or which would have been paid to the Key Employee on such date if he or she had not deferred the receipt of any portion of such amount under a 401(k) plan or a cafeteria plan), and including, for all purposes of the Plan except for purposes of determining the Key Employee’s Maximum 401(m) Match as of such date, any amount of such Basic Salary and Annual Cash Incentive Awards the receipt of which is deferred on such date under this Plan.

2.30 “Treasury Regulations” means all final regulations issued by the U.S. Department of the Treasury under the Code, as such regulations exist as of the date on which this document is executed on its final page by an officer or representative of Convergys and as they are subsequently amended, renumbered, or superseded. A reference to a specific section or paragraph of the Treasury Regulations shall be deemed to be a reference to the provisions of such section or paragraph as it exists as of the date on which this document is executed on its final page by an officer or representative of Convergys and as it is subsequently amended, renumbered, or superseded.

3.1 Designation of Key Employees Eligible To Participate in Plan . Either the Board or the Committee, by action taken under its policies and procedures, may at any time on or after the Effective Amendment Date designate any Employee, or each Employee in a certain class of Employees (including but not limited to a class of Employees based on their annual basic compensation rates), who it determines is (or may at any time prior to the Effective Amendment Date have designated any Employee, or each Employee in a certain class of Employees, who it determined was) (i) key to the success of the Company and (ii) part of a select group of management or highly compensated employees (within the meaning of Sections 201, 301, and

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401 of ERISA), as a participant in the Plan. For purposes of the Plan, such a designation shall be effective on the date such action is or was taken by the Board or the Committee (as the case may be) or such later date that is or was set by the Board or the Committee in such action. Any Employee who is or was designated as a key employee for purposes of the Plan is referred to in the Plan as a Key Employee.

3.2 Removal of Key Employees as Participants in Plan . In addition, either the Board or the Committee, by action taken under its policies and procedures, may at any time on or after the Effective Amendment Date designate that any Key Employee shall no longer be considered a Key Employee under the Plan and shall no longer participate in the Plan (other than to the extent he or she may participate in the Plan for the purpose of receiving benefits he or she accrued while he or she was designated as a Key Employee under the Plan) should it determine that such Employee (i) is no longer key to the success of the Company or (ii) is no longer part of a select group of management or highly compensated employees (within the meaning of Sections 201, 301, and 401 of ERISA).

4.1 General Rules for Election of Deferrals .

(a) Deferral Elections for Non-Performance-Based Compensation .

(1) If permitted by the Committee and subject to such administrative rules as the Committee may prescribe, a Key Employee may elect for any Tax Year (for purposes of this subparagraph (1), the “subject Tax Year”), by completing a deferral form or forms prescribed by the Committee and filing such form or forms with the Committee by the filing deadline set forth in such form or forms and not in any event later than the last day of the immediately preceding Tax Year (or, if the subject Tax Year is the Tax Year in which he or she first becomes a Key Employee, not in any event later than 30 days after the date on which he or she or she first becomes a Key Employee), to defer the receipt of any whole percent or whole dollar amount (but not a percent or amount that is in excess of 75%, or such larger percentage as may be prescribed by the Committee) of his or her Basic Salary that is earned by him or her in the subject Tax Year (and also, if the subject Tax Year is the Tax Year in which he or she first becomes a Key Employee, that is earned by him or her after his or her deferral election is filed with the Committee).

(2) If permitted by the Committee and subject to such administrative rules as the Committee may prescribe, a Key Employee may elect for any Tax Year (for purposes of this subparagraph (2), the “subject Tax Year”), by completing a deferral form or forms prescribed by the Committee and filing such form or forms with the Committee by the filing deadline set forth in such form or forms and not in any event later than the last day of the immediately preceding Tax Year, to defer the receipt of any whole percent (up to 100%) or any whole dollar amount (not less than $1,000) of his or her Annual Cash Incentive Award, and/or any other award granted under the LTIP that is payable in cash, if such award both is not Performance-Based Compensation and is earned by him or her in the subject Tax Year.

(3) If permitted by the Committee and subject to such administrative rules as the Committee may prescribe, a Key Employee may elect for any Tax Year (for purposes of this subparagraph (3), the “subject Tax Year”) to defer the receipt of any whole

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number of Shares (not less than 1,000 Shares) subject to a Restricted Stock Award and/or a Restricted Stock Unit Award, to the extent that any such award both is not Performance Based Compensation and is earned by him or her in the subject Tax Year, by completing a deferral form or forms prescribed by the Committee and filing such form or forms with the Committee by the filing deadline set forth in such form or forms and not in any event later than the last day of the immediately preceding Tax Year (or not in any event later than 30 days after the date on which such award is granted if (i) under the terms of such award the award is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the award is granted and (ii) the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse).

(4) If permitted by the Committee and subject to such administrative rules as the Committee may prescribe, a Key Employee may change, or terminate and thereby void, any deferral election that he or she has made for a Tax Year under the provisions of subparagraph (1), (2), or (3) of this paragraph (a), by completing an appropriate form and filing such form with the Committee, up to but not after the latest day by which he or she could still make a deferral election for such Tax Year under the provisions of subparagraph (1), (2), or (3) of this paragraph (a) (and provided that, if such Tax Year is the Tax Year in which he or she first becomes a Key Employee, prior to his or her initial deferral election being used to defer the receipt of any compensation pursuant to the provisions of this paragraph (a)).

(5) When a Key Employee’s award is a Restricted Stock Award, an election made by the Key Employee to surrender to Convergys any of the restricted Shares subject to such award (on a deferral form that is filed with the Committee on a timely basis in accordance with the provisions of subparagraphs (3) and (4) of this paragraph(a)) shall be deemed to be an election to defer the receipt of the part of the award reflected by such surrendered restricted Shares for all purposes of paragraph (a) and the other provisions of the Plan.

(6) Notwithstanding the provisions of subparagraphs (3) and (5) of this paragraph (a) or any other provision of the Plan, a Key Employee may not elect to defer the receipt of any part of a Restricted Stock Award (pursuant to the provisions of subparagraphs (3) and (5) of this paragraph (a) or otherwise) when such award is granted to the Key Employee after December 31, 2006.

(b) Deferral Elections for Performance-Based Awards .

(1) If permitted by the Committee and subject to such administrative rules as the Committee may prescribe, a Key Employee may elect to defer the receipt of any part of an Annual Cash Incentive Award, a Restricted Stock Unit Award, and/or any other award granted under the LTIP, to the extent that any such award is a Performance-Based Award, by completing a deferral form prescribed by the Committee and filing such form with the Committee while the Key Employee is still a Key Employee and by the filing deadline set forth in such form and in any event at least six months before the end of the performance period that relates to the portion of such award that is being deferred, provided that in no event may such election be made after the amount of compensation attributable to such award has become both substantially certain to be paid and readily ascertainable.

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(2) If permitted by the Committee and subject to such administrative rules as the Committee may prescribe, a Key Employee may terminate and thereby void any deferral election that he or she has made with respect to a Performance-Based Award under the provisions of subparagraph (1) of this paragraph (b), by completing an appropriate form and filing such form with the Committee, up to but not after the latest day by which he or she could still make a deferral election with respect to such Performance-Based Award under the provisions of subparagraph (1) of this paragraph (b).

(c) Conditions on Validity of Deferral Election . Notwithstanding any other provision of the Plan, any election that a Key Employee makes under the foregoing provisions of this subsection 4.1 to defer the receipt of any part of an award (whether such award is Performance-Based Compensation or not) shall be deemed to be void and of no effect in the event and when the Key Employee forfeits any right to receive such award part ( e.g. , if and when the Participant fails to satisfy the conditions necessary to ever become entitled to receive such award part or if and when any performance criteria applicable to such award part are not satisfied) and in such case no amounts attributable to such award part shall be credited to the Account of the Key Employee under the Plan.

(d) Special Pre-March 15, 2005 Deferral Election Right . Notwithstanding any other provision of the Plan and pursuant to and in accordance with the terms of Q&A-21 of Internal Revenue Service Notice 2005-1, the requirements of paragraphs (a) and (b) of this subsection 4.1 relating to the timing of deferral elections shall not be applicable to any election that is made by a Key Employee on or before March 15, 2005 to defer the receipt of any compensation that both is subject to the terms of this Plan under the provisions of paragraphs (a) and (b) of this subsection 4.1 and relates to services performed by the Key Employee on or before December 31, 2005, provided that (i) the compensation to which the deferral election relates has not or had not been paid or become payable by the time of the election and (ii) the election to defer is or was made in accordance with the terms of the Plan or the Prior Plan that at the time of the election were then in effect.

4.2 Company Match .

(a) Right To Company Match . As of each day (for purposes of this subsection 4.2, a “deferral date”) on which Basic Salary, Annual Cash Incentive Award, Restricted Stock Award, or Restricted Stock Unit Award deferrals are credited under subsection 5.1 hereof to the Account of a Key Employee, there shall also be credited, to such Account under subsection 5.1(d) hereof, an amount computed in accordance with the provisions of paragraph (b), (c), or (d) of this subsection 4.2 (which amount shall be referred to in the Plan as a “Company match”). Notwithstanding the foregoing or any of the following paragraphs of this subsection 4.2, no Company match shall be made under the provisions of paragraph (b) or (c) of this subsection 4.2 for any Key Employee who was hired by the Company on or after January 1, 2002 with respect to any deferral date that occurs before the Key Employee has completed one year of eligibility service (as such term is defined in the RSP).

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(b) Amount of Company Match for Basic Salary and Annual Cash Incentive Award Deferrals When Deferral Date Occurs On or After April 1, 2008 . The Company match to be credited to a Key Employee’s Account by reason of any Basic Salary and Annual Cash Incentive Award deferrals made with respect to any deferral date that occurs on or after April 1, 2008 shall be the lesser of:

(1) the result obtained (not less than zero) by subtracting the Key Employee’s Maximum 401(m) Match for such deferral date from 5% of the Key Employee’s Total Compensation for such deferral date; or

(2) 100% of the first 5% of the amount of the Basic Salary and Annual Cash Incentive Award deferred by the Key Employee pursuant to the Plan as of such deferral date.

(c) Amount of Company Match for Basic Salary and Annual Cash Incentive Award Deferrals When Deferral Date Occurs Prior to April 1, 2008 . The Company match to be credited to a Key Employee’s Account by reason of any Basic Salary and Annual Cash Incentive Award deferrals made with respect to any deferral date that occurs prior to April 1, 2008 shall be the lesser of:

(1) the result obtained (not less than zero) by subtracting the Key Employee’s Maximum 401(m) Match for such deferral date from 4% of the Key Employee’s Total Compensation for such deferral date; or

(2) the sum of (i) 100% of the first 3% of the amount of the Basic Salary and Annual Cash Incentive Award deferred by the Key Employee pursuant to the Plan as of such deferral date and (ii) 50% of the next 2% of the amount of the Basic Salary and Annual Cash Incentive Award deferred by the Key Employee pursuant to the Plan as of such deferral date.

(d) Amount of Company Match for Restricted Stock Award and Restricted Stock Unit Award Deferrals . The Company match to be credited to a Key Employee’s Account by reason of any Restricted Stock Award and Restricted Stock Unit Award deferrals made with respect to any deferral date shall be an amount equal to 4% of the values of the Restricted Stock Award and Restricted Stock Unit Award deferred by the Key Employee pursuant to the Plan as of such deferral date.

(e) Special Rules As to Basic Salary and Annual Cash Incentive Awards Used To Determine Company Match . Notwithstanding any other provision of the Plan, for purposes of determining the Company match for any deferral date under the provisions of paragraphs (b) and (c) of this subsection 4.2, a Key Employee’s Basic Salary and Annual Cash Incentive Award as of such date shall be deemed not to include any award payable under the LTIP or any other long term incentive plan or any type of compensation which is excluded from being treated as “covered compensation” under the terms of the RSP (other than compensation that is excluded from being treated as “covered compensation” under the RSP merely because it exceeds an applicable dollar limit imposed under the RSP).

5.1 Accounts . An Account shall be established for each Participant in accordance with the following paragraphs of this subsection 5.1 to reflect the amounts of (i) his or her Basic Salary, Annual Cash Incentive Awards, other awards (including any LTIP awards), and Company matches that are to be credited to such Account under the provisions of paragraphs (a), (b), (c), and/or (d) of this subsection 5.1 and (ii) the assumed investment of such amounts. The Committee shall create subaccounts under any Participant’s Account to the extent needed

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administratively ( e.g. , to account for different distribution rules that apply to different portions of the Participant’s Account). For purposes of this Plan, the net investment returns and losses of the assumed investment of any credits made to a Participant’s Account, or any Company match that relates to any deferred Basic Salary or award credits made to the Participant’s Account, shall be deemed to be “attributable” to the portion of such Account that reflects such credits.

(a) Crediting To Account of Basic Salary or Non-Performance-Based Award . Subject to such administrative rules as the Committee may prescribe, any amount of Basic Salary or any part of an award that is not a Performance-Based Award deferred by a Participant under the Plan pursuant to the provisions of subsection 4.1(a) hereof shall be credited to the Account of the Participant as of the day on which such deferred amount or part would otherwise have been paid to the Participant; except that any part of a Restricted Stock Award deferred by a Participant under the Plan pursuant to the provisions of subsection 4.1(a) hereof shall be credited to the Account of the Participant as of the day on which the restricted Shares that are reflected by such part are surrendered to Convergys.

(b) Crediting To Account of Performance-Based Award . Subject to such rules as the Committee may prescribe, any part of a Performance-Based Award deferred by a Participant under the Plan under the provisions of subsection 4.1(b) hereof shall be credited to the Account of the Participant as of the latest of (i) the day on which the performance period applicable to such award part ends, (ii) the first day on which the Participant has no substantial risk of forfeiture (within the meaning of Section 1.409A-1(d) of the Treasury Regulations) with respect to such Performance-Based Award part and the amount of such part has become readily ascertainable, or (iii) the first day on which any portion of such Performance-Based Award part would otherwise (but for the deferral election) have been paid to the Participant or his or her Beneficiary.

(c) Determination of Share Value or Shares Credited To Account . When any part of an award that is deferred by a Participant under the Plan and credited to the Account of the Participant is otherwise payable in Shares (but is not a Restricted Stock Award or a Restricted Stock Unit Award), the amount credited to the Account as of the day determined under the provisions of paragraph (a) or (b) of this subsection 5.1 shall equal the fair market value (determined as of such day) of the number of Shares that would otherwise be paid to the Participant (or that would otherwise have their restrictions lapse under such award part). In contrast, when any part of a Restricted Stock Award or a Restricted Stock Unit Award is deferred by a Participant under the Plan and credited to the Account of the Participant, the credit to the Account (that is made as of the day determined under the provisions of paragraph (a) or (b) of this subsection 5.1) shall be denominated in Shares and equal the number of Shares that would otherwise be paid to the Participant (or that would otherwise have their restrictions lapse under such award part).

(d) Crediting To Account of Company Match . Subject to such rules as the Committee may prescribe, any amount of a Company match applicable to a Participant under the provisions of subsection 4.2 hereof shall be credited to the Account of the Participant as of the date on which the deferred amount or part of the Participant’s Basic Salary or award to which the Company match relates would otherwise have been paid to the Participant (or, to the extent that the deferred award part to which the Company match relates is part of a Restricted Stock Award, the Company match amount shall be credited to the Account of the Participant as of the date the Shares reflected by such deferred part are surrendered to Convergys).

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(e) Assumed Investment of Account . Any amounts credited to the Account of a Participant under paragraphs (a), (b), (c), and/or (d) of this subsection 5.1 shall be assumed to have been invested in the investments designated or deemed to be designated by the Participant on a form provided by and filed with the Committee, and adjusted by reason of such assumed investments, in accordance with the provisions of subsection 5.2 hereof.

5.2 Assumed Investments . The Committee shall designate in notices or other documents provided to Participants a limited number of “assumed investments” for purposes of the Plan. Such assumed investments will generally be (but will not be required to be) limited to mutual funds or similar types of investments but may and generally will include an assumed investment in Shares. Some or all of the assumed investments designated for the Plan may be changed by the Committee to other assumed investments, effective as of any date, in which case prior written notice of such change shall be provided by the Committee to all Participants.

(a) General Rules on Participant Designations of Assumed Investments . The credits to any Participant’s Account made in accordance with subsection 5.1 hereof shall be assumed to have been invested among such assumed investments, and in such proportions, as is elected in a writing filed by the Participant with the Committee, except that any investment direction of the Participant is subject to such reasonable administrative rules concerning such assumed investment directions as are adopted or used by the Committee.

(b) Initial Assumed Investment Election . The Participant must elect on or before the first date a credit is made to the Account established for him or her under the provisions of subsection 5.1 hereof the assumed investments in which his or her Account credits are to be initially assumed to be invested and the proportions of each credit initially assumed to be invested in each designated assumed investment. Otherwise, the Participant shall be deemed to have elected that his or her Account credits will not be assumed to be invested in any investment until he or she makes an investment election under the provisions of this subsection 5.2 (or, if the Committee in its discretion so decides, the Participant shall be deemed to have elected that his or her Account credits will be assumed to be initially invested in an investment or investments chosen by the Committee).

(c) Change in Assumed Investment Election . Further, the Participant may request a change in the assumed investments of his or her Account and the proportions of his or her new Account credits assumed to be invested in each designated investment to other assumed investments and/or proportions effective as of any January 1, or as of any other date as the Committee may provide in its discretion, upon written notice to the Committee prior to such date (or such earlier date as may be established by the Committee).

(d) Adjustment of Account for Assumed Investment Returns and Losses . The amounts credited to any Participant’s Account shall be adjusted as of each December 31, and as of such other dates as the Committee may provide in its discretion, to reflect the assumed investment returns or losses (since the last prior adjustment in the Account) that are attributable to the assumed investments in which his or her Account is deemed to be invested.

(e) Special Assumed Investment Rule for Deferred Restricted Stock Award and Restricted Stock Unit Award Credits . Notwithstanding any other provision of the Plan, when any amounts credited to a Participant’s Account reflect any deferred part of a

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Restricted Stock Award or a Restricted Stock Unit Award, and any Company match attributable to such deferred award parts, the Participant shall be deemed to have designated such credits to be assumed to be invested solely in Shares from the day such amounts are credited to the Account.

5.3 Nonvested Company Match Amounts .

(a) Vesting Conditions on Company Match . In its discretion, the Committee may, by notice to a Participant on or prior to the date on which a Company match is credited to the Account of the Participant, condition the right to receive payments with respect to all or a portion of the part of such Account that reflects such Company match on the Participant’s completing a minimum period of service with the Company. If the Committee does so, then, until the Participant satisfies such condition, the amounts allocated to the part of such Account that is subject to such condition shall be considered to be “nonvested.”

(b) Effect of Nonvested Status of Company Match . Any portion of the Account of a Participant that is at any time nonvested under the provisions of paragraph (a) of this subsection 5.3 shall not in any event, even when the provisions of section 6 hereof would otherwise permit a distribution of such Account portion at such time and notwithstanding any provision of section 6 hereof which may be read to the contrary, be able to be distributed to the Participant or any other party claiming through the Participant until such Account portion is no longer nonvested (and any distribution of such Account portion otherwise called for under section 6 hereof shall to the extent necessary be deferred until, and shall be made as of, the date such portion is no longer nonvested).

(1) Consistent with the rule set forth in the foregoing provisions of this paragraph (b) and notwithstanding any other provision of section 6 hereof, any reference in any provision of section 6 hereof to the amounts allocated to a portion of the Account of a Participant at any time shall be deemed not to include the amounts allocated to any part of such Account portion that is then nonvested and such part shall be treated as if it were a separate class of Account until it is no longer nonvested.

(2) Further, if a Participant separates from service with the Company (other than by reason of his or her death) when any portion of the Account established for him or her is nonvested, he or she shall never be entitled to receive the amounts allocated to such Account portion and such amounts shall be forfeited on his or her Date of Separation.

5.4 Valuation .

(a) Valuation of Account . The balance of the Account of a Participant shall be determined periodically (under procedures adopted by the Committee) to reflect all amounts credited to the Account under the