Our Code of Business Conduct

A PERSONAL GUIDE

COMMITMENT INTEGRITY RESPONSIBILITY SAFETY

Table of Contents

Chairmans Letter ........................................................ 3 Convergys Mission, Vision and Values ........................ 4 Living Our Code of Business Conduct ......................... 5 Freedom from Discrimination .................................. 6 Workplace Safety .................................................... 7 Conflicts of Interest .................................................. 8 Client Relations ..................................................... 10 Criminal Conduct .................................................. 11 Insider Information ................................................ 12 Personal Conduct .................................................. 13 Assets ........................................................................ 14 Proprietary Information ......................................... 14 Company Funds/Property ...................................... 16 Electronic/Voice Mail ............................................ 18 Recording of Conversations ................................... 18 Company Records ................................................. 19 Fair Trade .................................................................. 20 Espionage & Sabotage ........................................... 20 Fair Competition .................................................... 20 International Trade ................................................. 21 Political Contributions .............................................. 22
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Chairmans Letter
At Convergys, we believe that conducting business ethically is critical to our success. This means more than just obeying the laws of the many states and nations where we operate; it means upholding the highest standards of integrity in everything we do. This handbook provides you with a quick reference to the professional and ethical standards that Convergys expects all employees to follow. It also serves as a public statement of our commitment to conduct our business relationships with the highest level of professionalism, ethics and honesty. This Code of Conduct, of course, cannot address or provide a rule for every situation. All of us need to exercise common sense and good judgment in our business activities. If you have questions or need counsel on a specific situation, I encourage you to talk to your supervisor or Human Resources representative. Remember when you act on the companys behalf, Convergys reputation is in your hands. Jim Orr Chairman, President & CEO

Mission, Vision, Values

Convergys Mission
Provide Customer Relationship Management software and services that create valuable relationships between our clients and their customers.

Convergys Vision
Convergys will be the recognized global leader in innovative Customer Relationship Management solutions, and: Provide for our clients: Leading-edge products and services that offer a compelling value and create a competitive edge. Create for our employees: An environment that attracts, develops, and rewards highly effective people and be recognized as one of the best companies to work for. Achieve for our shareholders: Returns in the top quartile of Fortune 1000 companies

Convergys Values
We commit to these values to guide us in our decisions and behavior: Unparalleled client satisfaction Teamwork Respect for the individual Diversity Shareowners trust Corporate citizenship Integrity

Living Our Code of Business Conduct

Here is an at-a-glance look at the guiding principles behind the items in our Code of Business Conduct: We create and maintain a safe and healthy workplace that respects individuals and is free from discrimination. We comply with applicable laws that govern Convergys operations. We compete aggressively, and we earn our clients business by providing outstanding service and products to our clients and their customers, and by representing our products, services, and people honestly. We base our business decisions and supplier selections on business merit and value, not on personal or family influence. We safeguard proprietary information. We properly and efficiently use company funds and property. We follow proper record keeping and financial reporting procedures. We notify the company if we observe, or learn of, unethical business conduct or illegal acts. Unless you are employed pursuant to a written employment contract, employment at Convergys is at will, which means that you or the company may terminate the employment relationship at any time and for any reason. This Code of Conduct does not, in any way, constitute an employment contract or an assurance of continued employment. Convergys reserves the right to

Living Our Code of Business Conduct

modify, amend, terminate, or make exceptions to the provisions of this Code of Conduct at any time, with or without prior notice.

Freedom from Discrimination

Convergys is committed to providing a work environment that is free from unlawful discrimination. This commitment is exemplified in our corporate value of respect for the individual, our compliance with equal employment laws, as well as our expectations for how we should treat each other as members of a diverse workforce. Equal Employment Opportunity Specifically, Convergys is committed to a work environment that is free from discrimination on the basis of race, religion, color, creed, national origin, age, sex, disability, veteran status, or other unlawful factors. This relates to all aspects of employment and personnel management, including hiring, wages, promotions, benefits, transfers and terminations. Convergys forbids and does not expect you to tolerate harassment or sexual advances in your employment. If you have complaints of discrimination, sexual harassment, or other forms of offensive conduct, report it to your supervisor or Human Resources representative. Complaints of offensive or improper conduct are taken seriously and investigated thoroughly. For a more complete discussion of the companys position on Equal Employment Opportunity and Sexual Harassment, please review the complete written policy.
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Living Our Code of Business Conduct

Workplace Safety
It is in everyones best interest at Convergys to have a safe and healthy workplace. Convergys is committed to this goal and expects you to share in this responsibility by acting in a safe manner and reporting any dangerous conditions, hazards or workplace accidents. Workplace Hazards and Behavior Convergys complies with all applicable laws and regulations relating to safety and health in the workplace. We provide information about generally recognized workplace hazards, and have procedures for handling serious incidents or disasters that may affect workplace safety. Your full participation in any safety drills, training, or related activity is an important part of preparing for and maintaining a safe work environment. If you learn of any conditions or situations that could cause a workplace accident, please report it to your supervisor or facilities personnel promptly. Additionally, Convergys prohibits behavior which creates an unsafe work environment. Some examples include: threatening or violent behavior toward coworkers, customers, or suppliers; possession of firearms, explosives, or weapons on company property or while conducting company business; willful destruction of company property or property of others. Drugs and Alcohol The misuse of drugs and alcohol while on company premises or business interferes with a safe, healthy, and productive work environment.
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Living Our Code of Business Conduct

Convergys prohibits the following conduct while on company premises or on company business: Illegal possession, manufacture, distribution, transportation, use, sale, purchase or transfer of controlled substances or illegal drugs. Use of, or being impaired by, alcohol. This conduct could result in disciplinary action, including dismissal and, if applicable, criminal prosecution. Additionally, certain drug or alcohol-related behavior outside of work could result in discipline. Convergys recognizes that alcohol may be served in certain business settings or at certain companysponsored events. In these circumstances the responsible use of alcohol is permitted. If you have medical/behavioral problems related to controlled substances, drug and/or alcohol abuse, Convergys encourages you to consult the LifeBalance program for assistance.

Conflicts of Interest
The policy on conflicts of interest is primarily twofold do not let personal or family interests influence, or appear to influence, your business activities performed on behalf of Convergys and do not compete with the company. Personal Interests Influencing Business Decisions In addition to showing poor business judgment, allowing personal interests to interfere or even appear to
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Living Our Code of Business Conduct

interfere with Convergys business decisions presents ethical, legal, and financial concerns. It is strictly prohibited. You should be aware that conflict of interest situations could arise through both business and personal activities. Good judgment dictates that you should not have a financial relationship or accept gifts, loans, compensation or unusual hospitality that could influence you in the performance of your duties. An area to be specifically on your guard is in dealing with suppliers. Our policy concerning suppliers is to award business solely on merit. Competing with Convergys As an employee of Convergys, you are restricted from entering any unauthorized business relationship with a competitor. This means, among other things, owning a competing business or assisting competitors including family or friends in creating, designing, developing, marketing or selling any product or service that competes with Convergys. This also includes providing unauthorized assistance in planning, purchasing, installing, or maintaining competitive or potentially competitive equipment or services. Understandably, these guidelines are not intended to prevent assistance to others, including competitors, under approved company programs. Second Jobs If you accept a second job, you are prohibited from working for a competitor, or a supplier, or engaging in
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Living Our Code of Business Conduct

self-employment that could conflict or appear to conflict with the best interests of Convergys, its subsidiaries or affiliates. If a possible conflict of interest situation arises, you should discuss it promptly with your supervisor or Human Resources, so that a determination may be made as to whether a conflict of interest exists, and if so, how best to resolve it.

Client Relations
Perhaps the most important factor in our success is our reputation with our clients and potential clients. Many things affect this reputation, but an important contributor is client perceptions about our employees and their level of professionalism. Regardless of how frequent your contact with clients may be, it is important to remember that your conduct will affect a clients opinion of you and the company. During your contacts with clients, Convergys expects you to conduct yourself with the highest level of professionalism. This means taking into consideration how you say and do something, as well as what you say and do. The classic rule of treating someone the way you would expect or desire to be treated definitely should apply to your contact with clients. You should also be aware of and avoid saying or doing anything that would discredit yourself, fellow employees, or the company. Dishonest or otherwise inappropriate behavior that is related to your duties as an employee can adversely
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Living Our Code of Business Conduct

affect your relationship with the Company and its clients and may subject you to discipline, including possible dismissal. Proprietary information of clients or potential clients should be safeguarded as you would our own company information. It should be protected and disclosed only with proper authorization. (For more on Proprietary Information, see page 14) If your job is to take or make telephone calls to our clients customers, those calls may be monitored and recorded for quality control purposes in accordance with established procedures.

Criminal Conduct
Fidelity Bond Coverage As an employee of Convergys, you are covered by a fidelity bond that protects the company against losses of money or property resulting from dishonest acts. This, however, does not relieve you from personal liability, criminal prosecution, or discharge. Because a dishonest act on or off the job could result in cancellation of coverage, the bonding company requires that it be promptly notified of all fraudulent or dishonest acts by covered employees. This includes acts committed prior to or during employment with Convergys even if no loss is involved or no claim is made.

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Living Our Code of Business Conduct

Criminal Conduct If you are accused of a crime, any personnel related decisions will be based on your specific situation. If the company concludes that your conduct is related to your employment duties or may adversely affect your relationship with the company or its clients, you could be subject to discipline, including dismissal.

Insider Information
There are laws that prohibit the use of insider information when buying, selling or trading publicly-traded securities, such as Convergys securities. Insider information typically is information that is not available to the public which could influence an investors decision to buy, sell, or hold securities in a company. While insider information can take many forms, examples include acquisition plans, financial information, new contracts, products, discoveries, or major organization changes. You must not buy, sell, or trade stock in Convergys or other companies about which you have insider information until that information becomes public. Insider information should be handled like other Convergys proprietary information do not discuss it in public places or with friends and family. If you have questions about insider information, the Convergys Legal Department can answer them.

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Living Our Code of Business Conduct

Personal Conduct
Convergys encourages you and respects your rights to pursue your personal interests. Convergys also recognizes the occasional need to care for personal matters during normal working hours. It is important, however, that personal interests do not interfere with your work performance or time needed to manage your job. Work Time You have a responsibility to be honest with your work related time. This means recording time accurately, keeping absences to a minimum, arriving on time, and limiting personal business during work time. Our companys success, and your personal success depends on you focusing on your work during your time on company business. Work Performance You are expected to conduct yourself with the highest level of professionalism. This includes being suitably dressed and groomed as indicated by your particular work situation or business group.

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Assets
Proprietary Information
During your work at Convergys, you likely will have access to information that is considered proprietary. Generally, proprietary information is any information that is private and should not be disclosed without proper authorization. Protecting that information is one of the most important obligations you have as an employee of Convergys. There are numerous competitive, legal, and ethical reasons why information may be considered proprietary. In todays highly competitive, global marketplace, protecting proprietary information could mean the difference between success and failure. Contractual agreements may prohibit us from sharing certain information internally or externally. Or, the release of certain information could hurt, embarrass, or simply be unethical to distribute. Proprietary information includes but is not limited to information about Convergys and our clients: Research and development, such as project descriptions, plans, drawings, reports, notebooks, computer files and programs, and investment amounts. Trade secrets, including business practices, technical processes and applications, service and restoration procedures, operations procedures, software specifications and designs, and equipment uses. Procedures and practices related to management of our network, communications, data centers, command centers and other technical equipment. Confidential service processes or knowledge.
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Assets
Non-public information about products, services alliances, and clients, including marketing plans, sales prospects, product and service strategy, and software specifications. Confidential organizational information, such as financial data and records, rate and cost data, clients and services provided, and personnel data. Employee records. Information you receive from or about clients and potential clients. Government information. You have a responsibility to protect proprietary information from theft, disclosure, or inappropriate use. Good judgment and proper approvals when releasing information to fellow employees and others outside Convergys should be standard practice. Always store proprietary information in a safe place and follow computer security procedures. Remember to use caution if discussing business or using portable communications devices in public places. Also, do not discuss Convergys or our clients proprietary information with friends. All documents and records containing proprietary and security information must be returned. Even after you leave, you have a continuing obligation to safeguard and not use Convergys proprietary information. Questions concerning the use or disclosure of proprietary information must be promptly referred through proper channels to Convergys Security or the Convergys Legal Department.
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Assets
Company Funds/Property
We are all responsible for safeguarding and efficiently using company funds and property by following procedures for proper use, and prevention of loss, theft, or unauthorized use. Company Funds You are personally accountable for any company funds that you have authorization to use. This means you should be certain that the purchases and amounts are proper when authorizing vouchers or other financial records. You should also be sure that Convergys receives good value in return for the funds you authorize. In addition to cash, company funds include but are not limited to checks and money orders, credit cards, purchase orders, and magnetic tapes containing client data. These matters are covered in detail by company practices and procedures related to purchasing and accounting. You should be familiar with these practices and follow them strictly. If you have questions about the appropriate use of company funds, talk with your supervisor or a company official with authority regarding the use of funds. Company Property You should not sell, loan, give away, or otherwise dispose of company property without proper authorization, regardless of condition or current use.

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Assets
All company property should be used according to company instructions. Typically, this means you should not use company property for personal use or financial gain. Personal long distance telephone calls are a typical example of inappropriate use of company resources. Convergys may monitor, review, audit, and control access to or use of company resources or property. Computer Systems Because computer systems are essential for the daily operations of Convergys, they deserve particular attention. It is imperative that hardware, software, and data processed or stored by computers are safeguarded against damage, theft, improper use, and unauthorized access. The services we provide depend on proper use of computer systems and protection of our software, related service and client data, and other company information stored on our computer systems. You are expected to adhere strictly to the specific security measures and internal controls that have been established for safeguarding the integrity and validity of our computer systems and those of our clients. Any unauthorized use of company computer systems, including the addition of software, data or hardware, is forbidden. All loss, misuse, damage or theft of company funds or property should be reported to your supervisor immediately. This includes violations of computer security measures or controls.

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Assets
Electronic/Voice Mail
Electronic mail and voice mail are intended for business purposes. Electronic mail and voice mail may be used for personal communications on a very limited and infrequent basis. You should be aware that messages transmitted via company electronic mail and voice mail systems are considered Convergys property and are not private. They may be reviewed or monitored at any time by the company or in accordance with legal process. Misuse of the electronic mail system includes but is not limited to using it to violate law or Convergys policy; or send offensive, suggestive or obscene language; or to harass another employee or person. A good guideline for you to follow is do not send any information via the electronic mail system that would be inappropriate if sent in written form. You should be diligent in protecting access to your electronic mail system, which could include proprietary information. Remember that electronic mail messages are retained for a period of time and are subject to discovery in legal proceedings.

Recording of Conversations
Convergys prohibits the electronic recording of any face-to-face or telephone conversation without the consent of all employees participating in the conversation, unless pursuant to court order or legal process.
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Assets
Company Records
You should always prepare company records accurately and reliably. They are critical in meeting our financial, legal, and business obligations to clients, suppliers, shareowners, government agencies, and you. Company records include but are not limited to payroll records, service reports, vouchers, bills, measurement and performance records, and other essential data. To protect company records, you should always: Prepare them accurately and completely. Sign them according to instructions. Store them according to legal or company procedures. Disclose them only through proper authorization. False or misleading reports and records can have serious ramifications for the company, our clients and you and are strictly prohibited by Convergys and, in many instances, by law. Records containing personal or proprietary information about clients or employees are confidential. They must be carefully safeguarded, and kept current, relevant, and accurate, and disclosed only to authorized personnel. Records should only be destroyed in accordance with authorized company procedures.

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Fair Trade
Espionage & Sabotage
It is essential to prevent disclosure of any company information that could be of value to saboteurs and espionage agents. Such information includes but is not limited to security procedures, location of data centers, and data center service restoration procedures. As mentioned in the section on Proprietary Information (page 14), company information should be protected and disclosed only through proper authorization. Any attempt by an unauthorized person to obtain sensitive information or access secured company locations must be reported at once to Convergys security or management officials.

Fair Competition
Convergys competes solely on the merits of our products and services, as well as our ability to service what we offer, and does not engage in any form of unfair competition. Under no circumstances should you agree with a competitor to restrict competition by fixing prices, allocating markets or other means. Here are a few additional guidelines for you: Do not disparage a competitors products or services. Be accurate and truthful in all dealings with customers and be careful not to misrepresent the quality, features, or availability of our products or services. Never engage in industrial espionage or commercial bribery.
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Fair Trade
The laws related to fair competition are complex. If you have questions or concerns about a specific situation, consult Convergys legal counsel. In document retention matters, resolve any doubts by conferring with Human Resources.

International Trade
Foreign Corrupt Practices Act It is illegal to obtain or retain business through payments meant to improperly influence foreign officials and governments. This law contains significant internal accounting control and record keeping requirements that apply to all of our operations. As a result, you are responsible for following company policies and procedures related to reporting business transactions, including appropriate authorization schedules and internal accounting controls. Violations of this law can result in fines and imprisonment, or both, for individual employees, and penalties against the company. If you have questions on interpreting this law, or on the adequacy of internal accounting controls, you should contact the Convergys Legal Department.

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Political Contributions
The company seeks fair resolution of legislative and regulatory issues affecting its interests on the basis of the merits involved. The Corporate Government Relations office seeks opportunities to state openly and frankly company views with elected and appointed officials. Any requests for Convergys to provide financial support to candidates for political office should be directed to the Corporate Government Relations office in Cincinnati. In collaboration with company management, the Corporate Government Relations office will make determinations regarding how Convergys will support selected candidates for political office. Convergys administers a Political Action Committee that is supported by voluntary, confidential contributions from employees using personal monies. In limited circumstances and where allowed by law, the company may elect to contribute corporate funds or assets to candidates for political office. The decision to use corporate funds or assets in a fiscally conservative and responsible manner will be made by company management in Cincinnati. Employees are not permitted to use such funds from any operating budget for the purpose of supporting candidates or ballot issues. The companys stance on the method employed for political contributions will, under all conditions, be deliberated and finalized by members of the senior executive team. It is a violation of this Code for any employee to contribute or use company funds absent full and complete collaboration with the senior executive team.
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