USDC SDNYDOCUMENT

UNITED STATES DISTRICT COURT ELECTRONICALLY FILED 1.SOUTHERN DISTRICT OF NEW YORK #:

."'47' -.A.AIL2ailiIn re TELETECH LITIGATION : Master File No. 1:08-cv-00913-LTS

CLASS ACTIONThis Document Relates To:

ALL ACTIONS.

[PD]SOD] ORDER AND FINAL JUDGMENT OF DISMISSAL WITH PREJUDICE

526352_1

This matter came before the Court for hearing pursuant to an Order of this Court, dated

January 22, 2010, on the application of the Settling Parties for approval of the Settlement set forth in

the Stipulation of Settlement dated October 21, 2009 (the "Stipulation"). Due and adequate notice

having been given of the Settlement as required in said Order, and the Court having considered all

papers filed and proceedings held herein and otherwise being fully informed in the premises and

good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

1. This Final Judgment incorporates by reference the definitions in the Stipulation, and

all terms used herein shall have the same meanings set forth in the Stipulation.

2. This Court has jurisdiction over the subject matter of the Litigation and over all

parties to the Settlement, including all members of the Class.

3. Except as to any individual claim of those Persons (identified in Exhibit 1 attached

hereto) who have validly and timely requested exclusion from the Class, the Litigation, and all

claims contained therein, including all of the Released Claims, are hereby dismissed without costs

and with prejudice in full and final discharge of any and all claims belonging to Lead Plaintiff and

the other members of the Class that were or could have been asserted as against each and all of the

Released Persons. The parties are to bear their own costs, except as otherwise provided in the

Stipulation.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

approves the Settlement set forth in the Stipulation and finds that said Settlement is, in all respects,

fair, reasonable, and adequate to, and is in the best interests of, Lead Plaintiff, the Class, and each of

the Class Members. This Court further finds the Settlement set forth in the Stipulation is the result

of arm's-length negotiations between experienced counsel representing the interests of Lead

Plaintiff, the Class Members, and Defendants. Accordingly, the Settlement embodied in the

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Stipulation is hereby approved in all respects and shall be consummated in accordance with its terms

and provisions. The Settling Parties are hereby directed to perform the terms of the Stipulation.

5. Solely for purposes of the Settlement set out in the Stipulation, pursuant to Rule 23 of

the Federal Rules of Civil Procedure, the Court hereby certifies a Class of all Persons who purchased

or otherwise acquired TeleTech common stock between October 25, 2006 and July 16, 2008,

inclusive (the "Class Period"), including (i) those who purchased TeleTech stock on the NASDAQ

or other public exchanges; (ii) those who purchased TeleTech common stock in connection with the

Company's March 30, 2007 Secondary Public Offering; and (iii) those who owned TeleTech

common stock in 2007 at the time TeleTech's 2007 Proxy Statement was circulated to shareholders

to solicit their votes on various matters. Excluded from the Class are Defendants, the officers and

directors of TeleTech during the Class Period, members of their immediate families, and their legal

representatives, heirs, successors or assigns, and any entity in which Defendants have or had a

controlling interest. Also excluded from the Class are any putative Class Members who timely and

validly excluded themselves from the Class in accordance with the requirements set forth in the

Notice.

6. With respect to the Class, this Court finds, for purposes of this Settlement only, that

(a) the members of the Class are so numerous that joinder of all Class Members in the Litigation is

impracticable; (b) there are questions of law and fact common to the Class which predominate over

any individual questions; (c) the claims of Lead Plaintiff are typical of the claims of the Class; (d)

Lead Plaintiff and Lead Plaintiff's counsel have fairly and adequately represented and protected the

interests of all of the Class Members; and (e) a class action is superior to other available methods for

the fair and efficient adjudication of the controversy, considering (i) the interests of the members of

the Class in individually controlling the prosecution of the separate actions; (ii) the extent and nature

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of any litigation concerning the controversy already commenced by members of the Class; (iii) the

desirability or undesirability of continuing the litigation of these claims in this particular forum; and

(iv) the difficulties likely to be encountered in the management of the Litigation.

7. Upon the Effective Date, Lead Plaintiff and each of the Class Members, on behalf of

themselves, their successors and assigns, and any other Person claiming (now or in the future)

through or on behalf of them, and regardless of whether Lead Plaintiff or any such Class Member

ever seeks or obtains by any means, including, without limitation, by submitting a Proof of Claim

and Release, any distribution from the Settlement Fund, shall be deemed to have, and by operation of

this Final Judgment shall have, fully, finally, and forever released, relinquished, and discharged all

Released Claims against the Released Persons and shall have covenanted not to sue the Released

Persons with respect to all such Released Claims, and shall be permanently barred and enjoined from

instituting, commencing, or prosecuting any such Released Claim, whether or not such Class

Member executes and delivers the Proof of Claim and Release.

8. Upon the Effective Date, any and all persons and entities are permanently barred,

enjoined, and restrained from commencing, prosecuting, or asserting any claim against any Released

Person arising under state, federal, or common law, however styled, whether for indemnification or

contribution, or otherwise denominated, where the claim is based upon, arises out of, or relates to the

Released Claims, whether such claims are legal or equitable, known or unknown, foreseen or

unforeseen, matured or unmatured, accrued or unaccrued, including, without limitation, any claim in

which the person or entity seeks to recover from any of the Released Persons (i) any amount it might

become liable to pay the Class or any of the Class Members, and/or (ii) any costs, expenses, or

attorneys' fees from defending any claim by the Class or any of the Class Members. All such claims

are hereby extinguished, discharged, satisfied, and unenforceable, subject to a hearing to be held by

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the Court, if necessary. The provisions of this paragraph are intended to preclude any liability of the

Released Persons to any person or entity for indemnification, contribution, or otherwise on any claim

based upon, arising out of, or relating to any Released Claim, provided further that nothing in this

Judgment shall prevent a putative Class Member who validly requested exclusion from the Class

from pursuing any claim where such claim is based upon, arises out of, or relates to any Released

Claim. If any provision of this paragraph is subsequently held to be unenforceable after being

entered by the Court, such provision shall be substituted with such other provision as may be

necessary to afford all of the Released Persons the fullest protection permitted by law from any

claim that arises out of or relates to any Released Claim.

9. Upon the Effective Date, each and every Released Person is permanently barred,

enjoined, and restrained from commencing, prosecuting, or asserting any claim against any person or

entity (including Lead Plaintiff, any Class Member, their counsel, or any other Released Person)

arising under state, federal, or common law however styled, whether for indemnification or

contribution or otherwise denominated, where the claim is based upon, arises out of, or relates to the

Released Claims, whether such claims are legal or equitable, known or unknown, foreseen or

unforeseen, matured or unmatured, accrued or unaccrued, including, without limitation, any claim in

which the Released Person seeks to recover from any person or entity (i) any amount any such

Released Person might become liable to pay the Class or any of the Class Members, and/or (ii) any

costs, expenses, or attorneys' fees from defending any claim by the Class or any of the Class

Members. All such claims are hereby extinguished, discharged, satisfied, and unenforceable.

10. If, notwithstanding this Judgment, any person or entity obtains a judgment against

any of the Released Persons on any claim that is based upon, arises out of, or relates to any Released

Claim to recover, directly or indirectly, (i) any amount that such person or entity might become

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liable to pay to the Class or any of the Class Members, and/or (ii) any costs, expenses, or attorneys'

fee from defending any claim by the Class or any of the Class Members, the Class and the Class

Members will reduce or credit any judgment or settlement (up to the amount of such judgment or

settlement) that they might obtain against such person or entity by an amount equal to the amount of

that person's or entity's judgment against the Released Person, which amount shall be credited to the

Released Person.

11. Upon the Effective Date, each of the Released Persons, and the successors and

assigns of any of them, shall be deemed to have, and by operation of this Final Judgment shall have,

fully, finally, and forever released, relinquished, and discharged each and all of the Class Members

and Lead Plaintiff's counsel from all claims arising out of the institution, prosecution, and settlement

of the Litigation, except claims seeking to enforce the releases and other terms and conditions

contained in the Stipulation.

12. The distribution of the Notice and the publication of the Summary Notice as provided

for in the Notice Order constituted the best notice practicable under the circumstances, including

individual notice to all members of the Class who could be identified through reasonable effort. Said

notice provided the best notice practicable under the circumstances of those proceedings and of the

matters set forth therein, including the proposed Settlement set forth in the Stipulation, to all Persons

entitled to such notice, and said notice fully satisfied the requirements of Federal Rule of Civil

Procedure 23, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-4(a)(7) as

amended by the Private Securities Litigation Reform Act of 1995, the requirements of due process,

and any other applicable law.

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13. Any plan of allocation submitted by Lead Counsel or any order entered regarding the

attorneys' fees and expenses application shall in no way disturb or affect this Final Judgment and

shall be considered separate from this Final Judgment.

14. Neither the Stipulation nor the Settlement contained therein, nor any act performed or

document executed pursuant to or in furtherance of the Stipulation or the Settlement (a) is or may be

deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim,

or of any wrongdoing or liability of Defendants or other Released Persons; or (b) is or may be

deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of

Defendants or other Released Persons in any civil, criminal, or administrative proceeding in any

court, administrative agency, or other tribunal; or (c) is admissible in any proceeding except an

action to enforce or interpret the terms of the Stipulation, the Settlement contained therein, and any

other documents executed in connection with the performance of the agreements embodied therein.

Defendants and/or the other Released Persons may file the Stipulation and/or this Final Judgment in

any action that may be brought against them in order to support a defense or counterclaim based on

the principles of res judicata, collateral estoppel, full faith and credit, release, good faith settlement,

judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar

defense or counterclaim.

15. Without affecting the finality of this Final Judgment in any way, this Court hereby

retains continuing jurisdiction over (a) implementation of this Settlement and any award or

distribution of the Settlement Fund, including interest earned thereon; (b) disposition of the

Settlement Fund; (c) hearing and determining applications for attorneys' fees and expenses in the

Litigation; and (d) all parties hereto for the purpose of construing, enforcing, and administering the

Stipulation and/or the Settlement.

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16. This Final Judgment is a final judgment in the Litigation as to all claims among

Defendants, on the one hand, and Lead Plaintiff and all Class Members, on the other. This Court

finds, for purposes of Rule 54(b) of the Federal Rules of Civil Procedure, that there is no just reason

for delay and expressly directs entry of judgment as set forth herein.

17. The Court finds that during the course of the Litigation, the Settling Parties and their

respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure

11.

18. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation or the Effective Date does not occur, or in the event that the Settlement

Fund, or any portion thereof, is returned to the Payor Defendants, or to such other Person or Persons

that paid any portion of the Settlement Fund, then this Final Judgment shall be rendered null and

void to the extent provided by and in accordance with the Stipulation and shall be vacated and, in

such event, all orders entered and releases delivered in connection herewith shall be null and void to

the extent provided by and in accordance with the Stipulation.

IT IS SO ORDERED.

DATED: ac, THE H ORABLE LAURA TAYLOR SWAINUNITED STATES DISTRICT JUDGE

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CERTIFICATE OF SERVICE

I hereby certify that on June 4, 2010, I submitted the foregoing to orders and

judvsnents@nysd.uscourts.gov and e-mailed to the e-mail addresses denoted on the Court's

Electronic Mail Notice List, and I hereby certify that I have mailed the foregoing document or paper

via the United States Postal Service to the non-CM/ECF participants indicated on the attached

Manual Notice List.

I certify under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct. Executed on June 4, 2010.

s/ Ellen Gusikoff Stewart ELLEN GUSIKOFF STEWART

ROBBINS GELLER RUDMAN& DOWD LLP

655 West Broadway, Suite 1900San Diego, CA 92101-3301Telephone: 619/231-1058619/231-7423 (fax)

E-mail: elleng@rgrdl aw. corn

526352_1

Manual List

Gregory R. JonesMcDermott, Will & Emery LLP2049 Century Park East, 38th FloorLos Angeles, CA 90067-3218

526352_1

EXHIBIT 1

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Exclusion Cover Page

Case Name: TeleTech Holdings Inc.

Case Code: TELETECH

Exclusion Deadline: 5/28/2010

Name of Person Filing Exclusion: P. Susan Steele

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Exclusion Cover Page

Case Name: TeleTech Holdings Inc

Case Code: TELETECH

Exclusion Deadline: 5/28/2010

Name of Person Filing Exclusion: Jennifer D. Andretti

May 11, 2010

Tele Tech Litigation SettlementExclusionsClaims Administratorc/o Gilardi & Co. LLCP.P.Box 8040San Rafael, CA 94912-8040

I hereby request exclusion from the Class in In re Tele Tech Litigation, Master File No.1 :08-cv-00913-LTS.

Purchases of TeleTech common stock in my traditional IRA trading account withScottrade:

03/01/2007 7TEC 100 shares at $34.89 for total of $3489.0003/01/2007 TTEC 100 shares at $34.89 for total of $3489.00

Sales of TeleTech common stock in same account:

03/06/2007 TTEC 200 shares at $35.8901 for total of $7178.00

Jennifer D. Andretti

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Exclusion Cover Page

Case Name: TeleTech Holdings Inc.

Case Code: TELETECH

Exclusion Deadline: 5/28/2010

Name of Person Filing Exclusion: Jennifer D. & Don Andretti

May I I, 2010

Tele Tech Litigation SettlementExclusionsClaims Administratorc/o Gilardi & Co. LLCP.P.Box 8040San Rafael, CA 94912-8040

We hereby request exclusion from the Class in In re Tele Tech Litigation, Master FileNo. 1:08-cv-00913-LTS.

Purchases of TeleTech common stock in our joint trading account with Scottrade:

03/13/2007 TTEC 100 shares at $36.05 for total of $3605.0003/13/2007 TTEC 50 shares at $36.08 for total of $1804.00

Sales of TeleTech common stock in same account:

03/16/2007 TTEC 90 shares at $35.59 for total of $3203.0003/16/2007 TTEC 60 shares at $35.59 for total of $2135.00

Jennifer D. AndrertiDon Andretti

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