<PAGE> 1
[CONVERGYS LOGO] Exhibit 4.2.2
EMPLOYEE STOCK
PURCHASE PLAN
Q&A
SUPPLEMENT FOR RESIDENTS OF
THE UNITED KINGDOM
July 1, 2000
This document constitutes part of a prospectus covering
securities that have been registered under the
Securities Act of 1933.
<PAGE> 2
EMPLOYEE STOCK PURCHASE PLAN
WHO IS ELIGIBLE TO PARTICIPATE?
Effective July 1, 2000, the Plan is being made available to employees
of Convergys and its subsidiaries who are residents of the United Kingdom.
WHAT ARE THE UK TAX CONSEQUENCES, UNDER PRESENT LAW, FOR PLAN PARTICIPANTS?
The tax consequences under present law, assuming you are resident and
ordinarily resident in the UK, are as follows:
1. You are treated, for UK income tax purposes, as being granted
an unapproved share option each month which is exercised in
the same month to acquire Convergys shares;
2. You will be subject to income on the amount by which the value
of the Convergys shares acquired on the date of acquisition
(converted to sterling using the exchange rate on the date of
acquisition) exceeds the amount deducted from your pay for
that month;
3. Income tax will be chargeable at your highest rate and will be
collected under PAYE;
4. National Insurance contributions (employer's and, to the
extent that the upper earnings limit has not been reached,
employee's) will be due on the amount subject to income tax at
the date of acquisition;
5. You will be subject to taxes on any reinvested dividends
credited to your account under the Plan;
6. Your base cost of Convergys shares for the purposes of
calculating any capital gain on sale is the difference between
the acquisition cost plus the amount subject to income on the
acquisition of the shares;
7. Your base cost of Convergys shares that are purchased with any
dividends will be equal to the amount of the dividend;
8. You will realize a gain or loss if you sell or exchange shares
of Convergys, whether you terminate participation in the Plan
or after you receive the shares, including cash adjustments
for a fraction of a share. The gain or loss will be the
difference between what you receive for the shares (or a
fraction of a share) and the base cost of those shares.
9. Your holding period for the purposes of capital gains tax
taper relief begins on the day the Convergys shares are
acquired on your behalf
1
<PAGE> 3
The foregoing opinions are not intended to cover all tax aspects of
your participation in the Plan. The tax consequences outlined above are subject
to change by legislation, administrative action, and case law. You should
consult a tax advisor regarding the tax effects of your participation in the
Plan, if you believe that you may not be resident and ordinarily resident in the
UK.
HOW DO I CONTACT MERRILL LYNCH FOR ACCOUNT INFORMATION?
Call the special toll-free telephone number: 1-732-563-7304 or write to
Merrill Lynch at:
Merrill Lynch Group Employee Services
P. O. Box 173779
Denver, CO 80235
Attn: CMSS
You may also access your account via the internet at
www.benefits.ml.com.
2
