On May 21, 2009, the Board of Directors (the "Board") of TeleTech Holdings, Inc. (the "Company") approved certain amendments to, and the restatement of, the Company's Bylaws (the "Bylaws"). The Board approved the addition of
Section 2.12 to the Bylaws to specify, among other things, acceptable methods for giving notice of annual or special meetings to stockholders and the time when notice by each such method is effective. Section 2.12 also (1) provides that the advance notice provisions set forth in such sections of the Bylaws are the exclusive means for a stockholder to make a director nomination or submit other business (other than matters properly brought under Rule 14a-8 of the federal proxy rules, which contain their own procedural requirements) before an annual meeting of stockholders, (2) updates the information that must be included in the stockholder notice of nomination or other business and
(3) specifies the information that must be provided by all nominees for election as a director. The Board also approved the addition of Section 2.13 to the Bylaws to specify how stockholders may provide notice to the Company.

In addition, the Board made certain amendments to the Bylaws to clarify language regarding plurality voting in the election of directors, the process for filling any vacancies on the Board and the proper process for amending the Bylaws. The Board also made certain technical and conforming amendments to the Bylaws.

The foregoing description of the amendment to the Company's Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.02 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.                                  Exhibit

3.02           Second Amended and Restated Bylaws of TeleTech Holdings, Inc.,
               effective as of May 21, 2009