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Comptroller William C. Thompson, Jr. today announced that the shareholders of Convergys Corporation overwhelmingly a pproved a proposal submitted on behalf of two New York City Pension Funds to repeal the Company’s classified Board of Directors and allow for annual elections of all directors.

Convergys shareholders supported the measure by a large majority vote, despite the opposition of management and the Board of Directors, during the company’s annual meeting on April 18, 2006 in Covington, KY. The Board of Directors at Convergys Corporation, a billing, customer care and human resource services company, based in Cincinnati, OH, unanimously opposed the proposal in its proxy statement issued on March 13, 2006.

“We have long advocated for the annual election of all directors as a fundamental principle of good corporate governance. I am pleased that increasing numbers of investors and corporate leaders are affirming this principle, and shareholders are expressing their strong support with large majority votes,” Thompson said. “I urge the Convergys Board of Directors to be responsive to the expressed will of the shareholders by adopting and submitting for shareholder approval a board resolution to repeal the classified board.”

A company with a classified board groups directors into classes, typically three, with each class elected at successive annual meetings. The Pension Funds are opposed to the structure because it limits the ability of shareholders to evaluate and elect a company’s entire Board of Directors on an annual basis. As a result, the ability of shareholders to hold directors accountable is weakened.

The proposal was sponsored by the New York City Employees’ Retirement System (NYCERS), and the New York City Board of Education Retirement System (BERS).

Last month, the Board of Directors of Level 3 Communications approved a proposed amendment to the company’s Restated Certificate of Incorporation, which if approved by the company’s shareholders at the 2008 Annual Meeting of Stockholders, would have the effect of “declassifying” the Board of Directors.

The Level 3 Board of Directors took this action in response to a proposal Comptroller Thompson filed on behalf of the NYCERS, New York City Police Pension Fund (POLICE), New York City Fire Department Pension Fund (FIRE), and BERS in November 2005.

The proposal to repeal the classified board also was submitted on behalf of the NYCERS, TRS, and BERS to three companies this season: BEA Systems of San Jose, CA; ICOS Corporation of Bothell, WA; and, Newell Rubbermaid Incorporated of Atlanta, GA., and on behalf of all five New York City pension funds to King Pharmaceuticals of Bristol, TN. and Level 3 Communications.

Collectively, the Pension Funds have more than $11.45 million invested in Convergys.

Besides Thompson, the Pension Funds trustees are:

Fire Department Pension Fund: Mayor Michael Bloomberg; New York City Fire Commissioner Nicholas Scoppetta (Chair); New York City Finance Commissioner Martha E. Stark; Stephen Cassidy, President, James Slevin, Vice President, Robert Straub, Treasurer, and John Kelly, Brooklyn Representative and Chair, Uniformed Firefighters Association of Greater New York; Peter Gorman, President and Captains’ Rep., Nicholas J. Visconti, Chiefs’ Rep., and Stephen J. Carbone, Lieutenants’ Rep., Uniformed Fire Officers Association; and, Joseph Gagliardi, Marine Engineers Association.

Police Pension Fund: Mayor Michael Bloomberg; New York City Finance Commissioner Martha E. Stark; New York City Police Commissioner Raymond Kelly (Chair); Patrick Lynch, Patrolmen’s Benevolent Association; Michael Palladino, Detectives Endowment Association; Edwin Mullins, Sergeants Benevolent Association; Anthony Garvey, Lieutenants Benevolent Association; and, John Driscoll, Captains Endowment Association.

NYCERS: New York City Finance Commissioner Martha E. Stark (Chair); New York City Public Advocate Betsy Gotbaum; Borough Presidents Scott Stringer (Manhattan), Helen Marshall (Queens), Marty Markowitz (Brooklyn), Adolfo Carrion (Bronx), and James Molinaro (Staten Island); Lillian Roberts, Executive Director, District Council 37, AFSCME; Roger Toussaint, President Transport Workers Union Local 100; and, Carroll (Carl) Haynes, President, International Brotherhood of Teamsters, Local 237.

TRS: New York City Finance Commissioner Martha E. Stark (Chair); Deputy Chancellor Kathleen Grimm, New York City Department of Education; and, Sandra March, Melvyn Aaronson and Mona Romain, all of the United Federation of Teachers.

BERS: mayoral appointees Schools Chancellor Joel Klein, Alan Aviles, Philip Berry, David Chang, Tino Hernandez, Augusta Souza Kappner, Richard Menschel and Marita Regan; Borough President appointees Martine G. Guerrier (Brooklyn), Vivian Farmery (Manhattan), Michael Flowers (Queens), and Joan Correale (Staten Island); and employee members Thomas J. Malanga of the International Union of Operating Engineers, Local 891, and Milagros Rodriguez of District Council 37, Local 372.

You can view the Convergys resolution at the Comptroller’s web site: www.comptroller.nyc.gov

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