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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2009 (February 19, 2009)

ICT GROUP, INC.

(Exact Nam e of Re gistran t as S pe cifie d in its C h arte r)

Pennsylvania 0-20807 23-2458937

(State or O the r Ju risdiction of Incorporation ) (C om m ission File Nu m be r) (I.R.S . Em ploye r Ide n tification No.)

100 Brandywine Boulevard

Newtown, Pennsylvania 18940
(Addre ss of Principal Exe cu tive O ffice s) (Zip C ode )

Registrant’s telephone number, including area code: (267) 685-5000

(Form e r n am e or form e r addre ss, if ch an ge d since last re port)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

® Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

® Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

® Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

® Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 19, 2009, the Board of Directors (the “Board”) of ICT Group, Inc. (the “Company”) voted to increase the size of the Board from six
members to seven. Also on that date, the Board filled the vacancy created by the increase in the Board’s size by electing Eileen S. Fusco, 52, to
serve as a director in the class with a term expiring in 2011. The Board also appointed Ms. Fusco to serve as a member of the Audit Committee
of the Board, effective February 19, 2009.

Ms. Fusco served as Senior Partner – Financial Services for Deloitte & Touche from 2001 until her retirement in 2007. From 1997 to 2000,
Ms. Fusco served as Regional Tax Counsel for UBS AG, a leading global provider of wealth management, investment banking and securities
services. She also formerly served as Chief Financial Officer of Twenty-First Securities Corporation, a boutique/specialty transaction
management firm and as Managing Director of Global Tax for Kidder Peabody & Co., Inc. Ms. Fusco currently serves on the board of MF
Global Ltd., a leading intermediary offering customized solutions for certain global markets and is the Chair of MF Global’s Audit Committee.

For her services as a director, Ms. Fusco will be entitled to receive compensation in accordance with the Company’s compensation plans for
directors. She is entitled to receive 7,500 restricted stock units (RSUs) on February 19, 2009 (the effective date of her election) and 2,500 RSUs
on the date of each annual meeting of shareholders thereafter. The RSUs vest 50% on the first anniversary of the date of grant and 50% on the
second anniversary of the date of grant, if the recipient director continues to provide service to the Company on the relevant vesting date.
Payment with respect to RSUs is made in shares of the Company’s common stock. Except for telephonic Board and committee meetings of less
than one hour, for which directors receive a $500 per meeting fee, Ms. Fusco will be entitled to receive $2,500 for each Board meeting she
attends and $1,500 for each Audit Committee meeting she attends. Ms. Fusco will also be reimbursed for expenses incurred in connection with
attendance at Board and committee meetings. Ms. Fusco will also be entitled to receive an annual fee of $25,000.

Attached to this Current Report, as Exhibit 99.1, is a copy of a press release issued by the Company on February 23, 2009 announcing
Ms. Fusco’s appointment.
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Item 9.01. Financial Statements and Exhibits.

The following exhibit is being furnished with this report
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(d) Exhibits.

Exh ibit Nu m be r Exh ibit Title

99.1 Press Release dated February 23, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

ICT GROUP, INC.

By: /s/ John J. Brennan

John J. Brennan
President and Chief Executive Officer

Dated: February 23, 2009

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EXHIBIT INDEX

Exh ibit Nu m be r Exh ibit Title

99.1 Press Release dated February 23, 2009.

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Exhibit 99.1

LOGO

ICT GROUP FINANCIAL MEDIA CONTACT: ICT GROUP INVESTOR CONTACT:

BERNS COMMUNICATIONS GROUP, LLC MBS VALUE PARTNERS
Michael McMullan Betsy Brod
212-994-4660 212-750-5800

ICT GROUP EXPANDS BOARD OF DIRECTORS

WITH THE APPOINTMENT OF EILEEN S. FUSCO

NEWTOWN, PA, FEBRUARY 23, 2009 — ICT GROUP, INC. (NASDAQ: ICTG), a leading global provider of customer management and
business process outsourcing solutions, today announced the appointment of Eileen S. Fusco to its Board of Directors. Ms. Fusco will also
serve on the Audit Committee of the Board. This appointment increases the size of the Board to seven members with five independent
directors.

Ms. Fusco, 52, most recently served as Senior Partner of Financial Services for Deloitte & Touche (New York), where she advised several
large global financial services institutions on a variety of financial transactions, industry issues and other cross-disciplinary initiatives.
Ms. Fusco also held management positions on the Northeast Management Committee and Global Financial Services Tax Board for Deloitte &
Touche, before retiring in 2007.

Previously, Ms. Fusco was Regional Tax Counsel for the Americas, for UBS AG, a leading global provider of wealth management and
investment banking and securities services. She also formerly served as Chief Financial Officer of Twenty-First Securities Corporation, a
boutique/specialty transaction management firm, as well as Managing Director of Global Tax for Kidder Peabody and Co.

“We are pleased to be expanding the Board with the appointment of Eileen, a proven business leader in the financial services industry,”
commented John J. Brennan, Chairman and Chief Executive Officer of ICT GROUP. “With over 25 years of financial management and legal
experience, we expect Eileen to be a strong addition to our Board of Directors and Audit Committee, bringing added value and perspective to
our outsourced services business, today and in the future.”

In addition to ICT GROUP, Ms. Fusco currently serves on several boards, including MF Global Ltd., a leading intermediary offering
customized solutions in global case, derivatives and related markets, Pro Mujer International and the Greater New York City Affiliate of Susan
G. Komen for the

— more —
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ICT GROUP EXPANDS BOARD OF DIRECTORS WITH THE APPOINTMENT OF EILEEN S. FUSCO
(CONT.)

Cure. She holds a Master of Law degree, with a focus on taxation, from New York University School of Law; an MBA in Accounting from the
Rutgers Graduate School of Management; a JD from the Rutgers School of Law, and a BA from Douglas College.

About ICT GROUP:

ICT GROUP, headquartered in Newtown, Pa., is a leading global provider of customer management and business process outsourcing
solutions. The Company provides a comprehensive mix of customer care/retention, up-selling/cross-selling, technical support and database
marketing as well as e-mail management, data entry, collections, claims processing and document management services, using its global
network of onshore, near-shore and offshore operations. ICT GROUP also provides interactive voice response (IVR) and advanced speech
recognition solutions as well as hosted Customer Relationship Management (CRM) technologies, available for use by clients at their own in-
house facility or on a co-sourced basis in conjunction with the Company’s fully integrated contact center operations. To learn more about ICT
GROUP, visit the Company’s website at www.ictgroup.com.

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