<PAGE>

                                                                   EXHIBIT 10.33

                                WEST CORPORATION

                        EXECUTIVE RETIREMENT SAVINGS PLAN

                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

                                       1

<PAGE>

                                WEST CORPORATION

                        EXECUTIVE RETIREMENT SAVINGS PLAN

<TABLE>
<CAPTION>
CONTENTS                                                                    PAGE
----------                                                                 ------
<S>          <C>                                                           <C>
PREAMBLE     .............................................................    3

ARTICLE I    DEFINITIONS..................................................    3

ARTICLE II   PARTICIPATION IN THE PLAN....................................    4

ARTICLE III  DEFERRAL ACCOUNTS............................................    5

ARTICLE IV    APPROVED INVESTMENT FUNDS...................................    6

ARTICLE V    DISTRIBUTION OF ACCOUNT......................................    8

ARTICLE VI   NON-ASSIGNABILITY............................................    9

ARTICLE VII  VESTING......................................................    9

ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN........................    10

ARTICLE IX   PLAN ADMINISTRATION.........................................    10

ARTICLE X    MISCELLANEOUS...............................................    13
</TABLE>

                                       2

<PAGE>

                                WEST CORPORATION

                        EXECUTIVE RETIREMENT SAVINGS PLAN

                                    PREAMBLE

West Corporation (the "Company") established the Plan, effective as of January
1, 2000, as an unfunded retirement plan for a select group of management or
highly compensated employees. The Company now desires to amend and restate the
original Plan as hereinafter set forth effective as of January 1, 2005, to
comply with section 409A of the Internal Revenue Code. This Plan restatement
does not result in a "material modification" of the Grandfathered Accounts
within the meaning of the proposed IRS regulations and other guidance, and it is
intended that such Grandfathered Accounts not be subject to section 409A of the
Code.

The purpose of the Plan is to permit eligible participants of the Company to
accumulate additional retirement and savings income on a deferred basis.

                                    ARTICLE I
                                   DEFINITIONS

As used in this Plan, the following capitalized words and phrases have the
meanings indicated, unless the context requires a different meaning:

1.1   "ACCOUNT" means the Deferral Account, Matching Account and other
      sub-account(s) maintained on behalf of each Participant to reflect his
      interest under the Plan. A separate sub-account (referred to herein as a
      Participant's "Grandfathered Account") shall be maintained for
      contributions attributable to Plan Years ending on or before December 31,
      2004, which were fully vested as of such date.

1.2   "ALLOCATION DATE" means each business day during a Plan Year with respect
      to which securities are traded on an established securities market.

1.3   "APPROVED INVESTMENT FUND" means one or more of the measurement investment
      funds designated by the Committee for purposes of crediting or debiting
      hypothetical investment gains and losses to the Accounts of Participants.

1.4   "BENEFICIARY" means the person or persons designated by a Participant, or
      otherwise entitled, to receive any amount credited to his Account that
      remains undistributed at his death.

1.5   "CODE" means the Internal Revenue Code of 1986, as amended from time to
      time.

1.6   "COMMITTEE" means the committee appointed in accordance with Section 9.1
      to administer the Plan.

1.7   "COMPANY" means West Corporation or any successor thereto. Unless the
      context requires a different meaning, each reference to "Company" shall
      also mean any affiliated employer of West Corporation that participates in
      the Plan with respect to such affiliate's employees.

1.8   "COMPENSATION" means the aggregate compensation earned by a Participant by
      the Company for a Plan Year, including salary, overtime pay, commissions,
      bonuses and all other items that constitute wages within the meaning of
      section 3401(a) of the Code or are required to be reported under sections
      6041(d), 6051(a)(3) or 6052 of the Code (i.e., W-2 compensation);
      excluding, however, all of the following items (even if includible in
      gross income): reimbursements or other expense allowances, cash and
      non-cash fringe benefits, moving expenses, welfare benefits, and stock
      options and all other forms of equity compensation. Compensation also
      includes salary deferral contributions under this Plan and any elective
      deferrals under cash-or-deferred arrangements or cafeteria plans that are
      not includable in gross income by reason of section 125 or 402(g)(3) of
      the Code but does not include any other amounts contributed pursuant to,
      or received under, this Plan or any other plan of deferred compensation.
      Compensation shall not include any amount included in the taxable income
      of a Participant in any given year as a result of its distribution
      pursuant to Article V of this Agreement.

                                       3

<PAGE>

1.9   "DEFERRAL ACCOUNT" means the sub-account established on behalf a
      Participant to reflect the amount of contributions that he elects to defer
      under the Plan pursuant to Section 3.1.

1.10  "DEFERRAL ELECTION AGREEMENT" means an agreement between a Participant and
      the Company under which the Participant agrees to defer a portion of his
      Compensation that is earned and payable for services performed during a
      Plan Year.

1.11  "ELIGIBLE EMPLOYEE" means an employee of the Company who is a member of a
      select group of management or highly compensated employees and who is
      designated by the Company for participation in the Plan.

1.12  "GRANDFATHERED ACCOUNT" (see Section 1.1)

1.13  "MATCHING ACCOUNT" means the sub-account established on behalf of a
      Participant to reflect the amount of Company matching contributions made
      on his behalf pursuant to Section 3.2.

1.14  "PARTICIPANT" means any Eligible Employee who satisfies the conditions for
      participation in the Plan set forth in Section 2.1.

1.15  "PLAN" means the West Corporation Executive Retirement Savings Plan, as
      set forth herein and as from time to time amended.

1.16  "PLAN YEAR" means the accounting year of the Plan, which ends on
      December 31.

1.17  "SEPARATION FROM SERVICE" means the termination of a Participant's
      employment with the Company for any reason.

1.18  "TRUST" or "TRUST FUND" means any trust established to hold amounts set
      aside by the Company in accordance with Section 3.6.

1.19  "TRUSTEE" means the person(s) serving as trustee of the Trust Fund.

1.20  RULES OF CONSTRUCTION

      (a)   GOVERNING LAW. The construction and operation of this Plan are
            governed by the laws of the State of Nebraska.

      (b)   HEADINGS. The headings of Articles, Sections and Subsections are for
            reference only and are not to be utilized in construing the Plan.

      (c)   GENDER. Unless clearly inappropriate, all pronouns of whatever
            gender refer indifferently to persons or objects of any gender.

      (d)   SINGULAR AND PLURAL. Unless clearly inappropriate, singular items
            refer also to the plural Company and vice versa.

      (e)   SEVERABILITY. If any provision of this Plan is held illegal or
            invalid for any reason, the remaining provisions are to remain in
            full force and effect and to be construed and enforced in accordance
            with the purposes of the Plan as if the illegal or invalid provision
            did not exist.

                                   ARTICLE II
                            PARTICIPATION IN THE PLAN

2.1   ELIGIBILITY

      Participation in the Plan shall be limited to employees of the Company who
      (i) qualify for inclusion in a "select group of management or highly
      compensated employees" within the meaning of sections 201(2),

                                       4
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      301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA and (ii) are designated by
      the Company as being eligible to participate. If the Company determines
      that a Participant no longer qualifies as being a member of a select group
      of management or highly compensated employees, the Company shall have the
      right to (i) terminate the Participant's Deferral Election Agreement then
      in effect, (ii) prevent the Participant from making future deferral
      contributions, and/or (iii) with respect to a Participant's Grandfathered
      Account, direct the immediate payment of all amounts credited to such
      Account.

2.2   COMMENCEMENT OF PARTICIPATION

      Eligible Employees may elect to participate in the Plan, in the manner
      designated by and acceptable to the Company, effective as of the first day
      of each Plan Year.

                                   ARTICLE III
                                DEFERRAL ACCOUNTS

3.1   DEFERRAL ELECTION

      Each Plan Year, a Participant may execute a Deferral Election Agreement
      under which he may elect to defer a percentage of his Compensation,
      subject to any minimum and/or maximum percentage limitations specified by
      the Committee. A Deferral Election Agreement shall be entered into prior
      to the commencement of the Plan Year with respect to which such agreement
      relates and prior to the performance of services by a Participant for such
      Plan Year. All elections for a given Plan Year shall be written in a form
      supplied by the Company and shall be subject to any terms and conditions
      specified by the Company in its discretion, including but not limited to
      any limitation on the amount of contributions that may be deferred under
      the Plan. As a condition of participating in this Plan for each Plan Year,
      each Participant must elect to contribute to the Company's 401(k) savings
      plan the maximum elective deferrals permitted under section 402(g) of the
      Code or the maximum elective contributions permitted under the terms of
      such 401(k) savings plan.

3.2   COMPANY CREDITS

      For each Plan Year, the Company in its discretion may make an additional
      matching contribution to a Participant's Account under this Plan in such
      amount and at such times as the Company shall determine. Any such Company
      contributions shall be subject to any conditions specified by the Company.

3.3   ACCOUNT REFLECTING DEFERRED COMPENSATION

      The Company shall establish and maintain a separate Account for each
      Participant which shall reflect the amount of such Participant's total
      contributions under this Plan and all credits or charges under Section 3.4
      from time to time. All amounts credited or charged to a Participant's
      Account hereunder shall be in a manner and form determined within the sole
      discretion of the Company.

3.4   CREDITS OR CHARGES

      (a)   ANNUAL EARNINGS OR LOSSES

            As of each Allocation Date during a Plan Year, a Participant's
            Account shall be credited or debited with earnings or losses
            approximately equal to the earnings, gain or loss on the Approved
            Investment Funds indicated as preferred by a Participant for the
            Plan Year or for the portion of such Plan Year in which the Account
            is deemed to be invested.

      (b)   BALANCE OF ACCOUNT

            As of each Allocation Date, the amount credited to a Participant's
            Account shall be the amount credited to his Account as of the
            immediately preceding Allocation Date, plus the Participant's
            contribution credits since the immediately preceding Allocation
            Date, minus any amount that is paid to or on behalf of a Participant
            pursuant to this Plan subsequent to the immediately preceding

                                       5
<PAGE>

            Allocation Date, plus or minus any hypothetical investment gains or
            losses determined pursuant to Section 3.4(a) above.

3.5   INVESTMENT, MANAGEMENT AND USE

      The Company shall have sole control and discretion over the investment,
      management and use of all amounts credited to a Participant's Account
      until such amounts are distributed pursuant to Article V. Notwithstanding
      any other provision of this Plan or any notice, statement, summary or
      other communication provided to a Participant that may be interpreted to
      the contrary, the Approved Investment Funds are to be used for measurement
      purposes only, and a Participant's election of any such fund, the
      determination of credits and debits to his Account based on such funds,
      the Company's actual ownership of such funds, and any authority granted by
      the Company to a Participant to change the investment of the Company's
      assets, if any, may not be considered or construed in any manner as an
      actual investment of the Account in any such fund or to constitute a
      funding of this Plan.

3.6   CREDITS TO TRUST FUND

      The Company may establish a Trust Fund and make credits to it
      corresponding to any or all amounts credited under this Article III.

3.7   STATUS OF THE TRUST FUND

      Notwithstanding any other provision of this Plan, any assets of the Trust
      Fund shall remain the property of the Company and shall be subject to the
      claims of its creditors in accordance with the terms of the Trust. No
      Participant (or Beneficiary) has any priority claim on Trust assets, if
      any, or any security interest or other right in or to them superior to the
      rights of general creditors of the Company.

                                   ARTICLE IV
                            APPROVED INVESTMENT FUNDS

4.1   PREFERENCE

      Each Participant may from time to time indicate to the Company or its
      designee, in manner designated by the Committee, a preference that monies
      in his Account be invested by the Company in one or more Approved
      Investment Funds. In the absence of any such preference election by a
      Participant, such Participant's Account shall be deemed to have been
      invested in the Approved Investment Fund designated by the Committee which
      is designed to preserve principal and to provide a reasonable rate of
      return consistent with the need for liquidity. The Company shall not be
      obligated to follow a Participant's expressed preference and may follow
      the procedure in Section 4.4(b).

4.2   IDENTITY OF FUNDS

      The Committee in its sole discretion shall designate the Approved
      Investment Funds to be used under the Plan and the Committee may from time
      to time discontinue, substitute or add one or more such Funds.

4.3   SWITCH OF FUNDS

      Subject to any limitations established by the Committee, a Participant may
      indicate to the Company or its designee, in a manner designated by the
      Committee, that he prefers to switch all or a portion of monies in his
      Account from one Approved Investment Fund to another. Any switch to a
      different Approved Investment Fund in accordance with this Section 4.3
      shall take effect as of a date determined by the Committee.

                                       6
<PAGE>

4.4   INVESTMENT IN OTHER FUNDS

      (a)   PARTICIPANT

            A Participant may not indicate a preference that monies in his
            Account be invested by the Company in any fund other than one or
            more Approved Investment Funds.

      (b)   COMPANY

            Notwithstanding the provisions of Sections 4.1 and 4.2, the Company
            shall have the discretion to invest the monies in an Account in any
            investment it may choose and shall not have a duty to notify a
            Participant of the identity of such investment. Thereafter, the
            credits or charges to an Account shall be determined using earnings,
            gains or losses equivalent to the hypothetical rate of earnings,
            gains or losses which such Account would have experienced had the
            Account been invested in the Approved Investment Fund preferred by
            the Participant (or the default fund designated by the Committee in
            the absence of an election), based on the Participant's most current
            investment preference in accordance with Section 4.1.

                                       7

<PAGE>

                                    ARTICLE V
                             DISTRIBUTION OF ACCOUNT

5.1   TIME OF DISTRIBUTION

      (a)   PARTICIPANT ELECTION

            Payment of a Participant's Account shall be made or commence as soon
            as administratively practicable following the date the Participant
            incurs a Separation from Service (or, with respect to a
            Participant's Grandfathered Account, the earlier of the date the
            Participant incurs a Separation from Service, or the date specified
            by the Participant on an election form executed prior to January 1,
            2005).

            A Participant's election under this Section 5.1(a) shall be made on
            a form supplied by the Company and shall be irrevocable except as
            provided in Section 5.1(b) below.

      (b)   TRANSITION RULE

            Each existing Participant shall be offered an opportunity to modify
            his prior election regarding the time of distribution no later than
            December 31, 2005; provided that any change in the time of payment
            with respect to a Participant's Grandfathered Account shall not take
            effect for at least twelve (12) months after the date of such
            election.

      (c)   DELAY FOR KEY EMPLOYEES

            Notwithstanding the foregoing or any other provision of this Plan to
            the contrary, in the case of a Participant who is a "specified
            employee" within the meaning of Code section 409A, payment of such
            Participant's Account (other than his Grandfathered Account) due to
            Separation from Service shall not be made before the date which is
            six (6) months after the date of his Separation from Service or, if
            earlier, the date of death of such Participant. If a Participant's
            Account is to be paid in installments, any installment payment to
            which such Participant would otherwise be entitled during the first
            six (6) months following such Participant's Separation from Service
            shall be accumulated and paid on the first day of the seventh month
            following such Separation from Service.

            For purposes of the foregoing, any Participant who meets the
            definition of a "key employee" under Code section 416(i)(1)(A)(i),
            (ii) or (iii) during the 12-month period ending on December 31 of
            each year shall be treated as a "specified employee" for the
            12-month period commencing on the following April 1.

5.2   AMOUNT DISTRIBUTED

      The amount distributed to a Participant pursuant to this Article V shall
      be determined as of the most recent Allocation Date preceding the date of
      distribution.

5.3   FORM OF DISTRIBUTION

      (a)   PARTICIPANT ELECTION

            At the time a Participant first enrolls in the Plan, such
            Participant shall make an election to receive payment of the total
            amount of his Account in one of the following forms:

                  (i)   A single lump sum payment; or

                  (ii)  Sixty (60) substantially equal monthly installments.

            A Participant's election under this Section 5.3(a) shall be made on
            a form supplied by the Company and shall be irrevocable except as
            provided in Section 5.3(b) below. If a Participant

                                        8
<PAGE>

            fails to elect a form of distribution, payment shall be made in the
            form of a single lump sum payment.

      (b)   TRANSITION RULE

            Each existing Participant shall be offered an opportunity to modify
            his prior election regarding the form of distribution no later than
            December 31, 2005; provided that any change in the form of payment
            with respect to a Participant's Grandfathered Account shall not take
            effect for at least twelve (12) months after the date of such
            election.

5.4   DISTRIBUTION UPON DEATH

      If a Participant dies before commencing the payment of his Account, the
      unpaid Account balance shall be paid to a Participant's designated
      Beneficiary. Payment to such designated Beneficiary shall begin as soon as
      administratively practicable after the Participant's death. Distribution
      shall be made in a lump sum distribution to the designated Beneficiary. If
      a valid Beneficiary does not exist, then a lump sum distribution payment
      shall be made to the Participant's estate.

      If a Participant dies before receiving the total amount of his Account,
      but has commenced payments, the remaining balance of the Participant's
      Account shall be paid in a single lump sum to the Participant's designated
      Beneficiary. If a valid Beneficiary does not exist, then a lump sum
      distribution payment shall be made to the Participant's estate.

5.5   DESIGNATION OF BENEFICIARY

      A Participant shall designate a Beneficiary on a form to be supplied by
      the Company. The Beneficiary designation may be changed by the Participant
      at any time, but any such change shall not be effective until the
      Beneficiary designation form completed by the Participant is delivered to
      and received by the Company. In the event that the Company receives more
      than one Beneficiary designation form from the Participant, the form
      bearing the most recent date shall be controlling. In the event there is
      no valid Beneficiary designation of the Participant in existence at the
      time of the Participant's death, then the Participant's Beneficiary shall
      be the Participant's estate.

                                   ARTICLE VI
                                NON-ASSIGNABILITY

6.1   NON-ASSIGNABILITY

      Neither a Participant nor any Beneficiary of a Participant shall have any
      right to commute, sell, assign, pledge, transfer or otherwise convey the
      right to receive his Account until his Account is actually distributed to
      a Participant or his Beneficiary. The portion of the Account which has not
      been distributed shall not be subject to attachment, garnishment or
      execution for the payment of any debts, judgments, alimony or separate
      maintenance and shall not be transferable by operation of law in the event
      of bankruptcy or insolvency of a Participant or a Participant's
      Beneficiary.

                                   ARTICLE VII
                                     VESTING

7.1   VESTING

      Each Participant shall be fully (100%) vested in his Deferral Account at
      all times. Each Participant shall be vested in his Matching Account in
      accordance with the following schedule:

<TABLE>
<CAPTION>
Years of Vesting Service               Vested Percentage
------------------------               -----------------
<S>                                    <C>
Less than 2                                    0%
2                                             25%
3                                             50%
4                                             75%
5 or more                                    100%
</TABLE>

                                       9
<PAGE>

                                  ARTICLE VIII
                      AMENDMENT OR TERMINATION OF THE PLAN

8.1   COMPANY'S RIGHT TO AMEND PLAN

      The Company, by action of its Board of Directors or authorized committee,
      may, at any time and from time to time, amend, in whole or in part, any of
      the provisions of this Plan or may terminate it as a whole or with respect
      to any Participant or group of Participants. Any such amendment is binding
      upon all Participants and their Beneficiaries, the Trustee, the Committee
      and all other parties in interest.

8.2   DISTRIBUTION OF PLAN BENEFITS UPON TERMINATION

      Upon the full termination of the Plan, the Committee shall direct the
      distribution of the benefits of the Plan to the Participants in a manner
      that is consistent with and satisfies the provisions of Article V.
      Notwithstanding the foregoing, the non-Grandfathered Accounts of
      Participants shall only be distributed to the extent permitted in
      accordance with Code section 409A and the regulations and other guidance
      issued thereunder.

8.3   WHEN AMENDMENTS TAKE EFFECT

      A resolution amending or terminating the Plan becomes effective as of the
      date specified therein.

8.4   RESTRICTION ON RETROACTIVE AMENDMENTS

      No amendment may be made that retroactively deprives a Participant of any
      benefit accrued before the date of the amendment.

                                   ARTICLE IX
                               PLAN ADMINISTRATION

9.1   THE ADMINISTRATIVE COMMITTEE

      The Plan shall be administered by a Committee consisting of the Company's
      Vice-President, Corporate Compensation and Benefits; Chief Financial
      Officer; Vice President, Controller; and such other persons designated by
      the Company's Board of Directors or Chief Executive Officer to serve on
      the Committee. The Company may remove any member of the Committee at any
      time, with or without cause, and may fill any vacancy. If a vacancy
      occurs, the remaining member or members of the Committee have full
      authority to act. The Company is responsible for transmitting to the
      Trustee the names and authorized signatures of the members of the
      Committee and, as changes take place in membership, the names and
      signatures of new members. Any member of the Committee may resign by
      delivering his written resignation to the Company, the Trustee and the
      Committee. Any such resignation becomes effective upon its receipt by the
      Company or on such other date as is agreed to by the Company and the
      resigning member. The Committee may adopt such rules and appoint such
      subcommittees as it deems desirable for the conduct of its affairs and the
      administration of the Plan.

9.2   POWERS OF THE COMMITTEE

      In carrying out its duties with respect to the general administration of
      the Plan, the Committee has, in addition to any other powers conferred by
      the Plan or by law, the following powers:

      (a)   to determine all questions relating to eligibility to participate in
            the Plan;

      (b)   to compute and certify to the Trustee or other appropriate party the
            amount and kind of distributions payable to Participants and their
            Beneficiaries;

                                       10
<PAGE>

      (c)   to maintain all records necessary for the administration of the Plan
            that are not maintained by the Company, recordkeeper or any Trustee;

      (d)   to interpret the provisions of the Plan and to make and publish such
            rules for the administration of the Plan as are not inconsistent
            with the terms thereof;

      (e)   to establish and modify the method of accounting for the Plan or any
            Trust;

      (f)   to employ counsel, accountants and other consultants to aid in
            exercising its powers and carrying out its duties hereunder; and

      (g)   to perform any other acts necessary and proper for the
            administration of the Plan, except those that are to be performed by
            the recordkeeper or Trustee, if any.

9.3   INDEMNIFICATION

      (a)   INDEMNIFICATION OF MEMBERS OF THE COMMITTEE BY THE COMPANY

            The Company agrees to indemnify and hold harmless each member of the
            Committee against any and all expenses and liabilities arising out
            of his action or failure to act in such capacity, excepting only
            expenses and liabilities arising out of his own willful misconduct
            or gross negligence. This right of indemnification is in addition to
            any other rights to which any member of the Committee may be
            entitled.

      (b)   LIABILITIES FOR WHICH MEMBERS OF THE COMMITTEE ARE INDEMNIFIED

            Liabilities and expenses against which a member of the Committee is
            indemnified hereunder include, without limitation, the amount of any
            settlement or judgment, costs, counsel fees and related charges
            reasonably incurred in connection with a claim asserted or a
            proceeding brought against him or the settlement thereof.

      (c)   COMPANY'S RIGHT TO SETTLE CLAIMS

            The Company may, at its own expense, settle any claim asserted or
            proceeding brought against any member of the Committee when such
            settlement appears to be in the best interests of the Company.

9.4   CLAIMS PROCEDURE

      A Participant or Beneficiary or other person who feels he is being denied
      any benefit or right provided under the Plan (hereinafter referred to as
      "Claimant") may file a written claim with the Committee or its delegate
      setting forth his claim. Any such claim shall be signed by the Claimant
      and shall be considered filed on the date the claim is received by the
      Company or prescribed addressee. The claim must be addressed as prescribed
      by the Company. If a Participant shall fail to file a request for review
      in accordance with the procedures described herein, such Participant shall
      have no right to review and shall have no right to bring action in any
      court and the denial of the claim shall become final and binding on all
      persons for all purposes.

      (a)   COMMITTEE ACTION

            The Committee or its delegate shall, within 90 days after its
            receipt of such claim make its determination. However, in the event
            that special circumstances require an extension of time for
            processing the claim, the Committee or its delegate shall provide
            such Claimant with its determination not later than 180 days after
            receipt of the Claimant's claim, but, in such event, the Committee
            or its delegate shall furnish the Claimant, within 90 days after its
            receipt of such claim, written notification of the extension
            explaining the circumstances requiring such extension and the date
            that it is anticipated that such written statement will be
            furnished.

                                       11
<PAGE>

In the event the claim is denied, the Committee or its delegate shall provide
such Claimant a written statement of the Adverse Benefit Determination, as
defined in Subsection (d) below. The notice of Adverse Benefit Determination
shall be delivered or mailed to the Claimant by certified or registered mail to
his last known address, which statement shall contain the following:

      (1)   the reason or reasons for Adverse Benefit Determination;

      (2)   a reference to the provisions of the Plan upon which the Adverse
            Benefit Determination is based;

      (3)   a description of any additional material or information that is
            necessary for the Claimant to perfect the claim;

      (4)   an explanation of why that material or information is necessary; and

      (5)   an explanation of the review procedure provided below, including
            applicable time limits and a notice of a Claimant's rights to bring
            a legal action under ERISA after an Adverse Benefit Determination on
            appeal.

(b)   PROCEDURES FOR APPEALING AN ADVERSE BENEFIT DETERMINATION

      Within 60 days after receipt of a notice of an Adverse Benefit
      Determination as provided above, if the Claimant disagrees with the
      Adverse Benefit Determination, the Claimant, or his authorized
      representative, may request, in writing, that the Committee or its
      delegate review his claim and may request to appear before the Committee
      or its delegate for such review. If the Claimant does not request a review
      of the Adverse Benefit Determination within such 60 day period, he shall
      be barred and estopped from appealing the Committee's or its delegate's
      Adverse Benefit Determination. The appeal shall be filed with the
      Committee or prescribed addressee at the address prescribed by the
      Company, and it shall be considered filed on the date it is received by
      the prescribed addressee. In deciding any appeal, the Committee or its
      delegate shall act in its capacity as a named Fiduciary.

The Claimant shall have the rights to:

      (1)   submit written comments, documents, records and other information
            relating to the claim for benefits;

      (2)   request, free of charge, reasonable access to, and copies of all
            documents, records and other information relevant to his claim for
            benefits. For this purpose, a document, record, or other information
            is treated as "relevant" to the Claimant's claim if it: (a) was
            submitted, considered, or granted in the course of making the
            benefit determination, regardless of whether such document, record
            or other information was relied on in making the benefit
            determination; or (b) demonstrates compliance with the
            administrative processes and safeguards required in making the
            benefit determination; and a review that takes into account
            comments, documents, records, and other information submitted by the
            Claimant relating to the claim, regardless of whether such
            information was submitted or considered in the initial benefit
            determination.

(c)   RESPONSE ON APPEAL

      Within 60 days after receipt by the Committee or its delegate of a written
      application for review of a Claimant's claim, the Committee or its
      delegate shall notify the Claimant of its decision by delivery or by
      certified or registered mail to his last known address; provided, however,
      in the event that special circumstances require an extension of time for
      processing such application, the Committee or its delegate shall so notify
      the Claimant of its decision not later than 120 days after receipt of such
      application.

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<PAGE>

            In the event the Committee's or its delegate's decision on appeal is
            adverse to the Claimant, the Committee or its delegate shall issue a
            written notice of an Adverse Benefit Determination on Appeal that
            will contain all of the following information, in a manner
            calculated to be understood by the Claimant:

            (1)   the specific reason(s) for the Adverse Benefit Determination
                  on Appeal;

            (2)   reference to specific plan provisions on which the benefit
                  determination is based;

            (3)   a statement that the Claimant is entitled to receive, upon
                  request and free of charge, reasonable access to and copies of
                  all documents, records and other information relevant to the
                  Claimant's claim for benefits; and a statement describing any
                  voluntary appeal procedures offered by the Plan and the
                  Claimant's right to obtain the information about such
                  procedures, as well as a statement of the Claimant's right to
                  bring an action under ERISA section 502(a).

      (d)   DEFINITION

            As used herein, the term "Adverse Benefit Determination" shall mean
            a determination that results in any of the following: the denial,
            reduction, or termination of, or a failure to provide or make
            payment (in whole or in part) for, a benefit, including any such
            denial, reduction, termination, or failure to provide or make
            payment that is based on a determination of the Claimant's
            eligibility to participate in the Plan.

9.5   EXPENSES

      The members of the Committee serve without compensation for services as
      such. All expenses of the Committee are paid by the Company.

9.6   CONCLUSIVENESS OF ACTION

      Any action on matters within the discretion of the Committee will be
      conclusive, final and binding upon all Participants and upon all persons
      claiming any rights under the Plan, including Beneficiaries.

                                    ARTICLE X
                                  MISCELLANEOUS

10.1  PLAN NOT A CONTRACT OF EMPLOYMENT

      The adoption and maintenance of the Plan does not constitute a contract
      between the Company and any Participant or to be a consideration for the
      employment of any person. Nothing herein contained gives any Participant
      the right to be retained in the employ of the Company or derogates from
      the right of the Company to discharge any Participant at any time without
      regard to the effect of such discharge upon his rights as a Participant in
      the Plan.

10.2  NO RIGHTS UNDER PLAN EXCEPT AS SET FORTH HEREIN

      Nothing in this Plan, express or implied, is intended, or shall be
      construed, to confer upon or give to any person, firm, association, or
      corporation, other than the parties hereto and their successors in
      interest, any right, remedy, or claim under or by reason of this Plan or
      any covenant, condition, or stipulation hereof, and all covenants,
      conditions and stipulations in this Plan, by or on behalf of any party,
      are for the sole and exclusive benefit of the parties hereto.

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<PAGE>

10.3  RULES

      The Company shall have full and complete discretionary authority to
      construe and interpret provisions of the Plan. The Company may adopt such
      rules as it deems necessary, desirable or appropriate. All rules and
      decisions shall be uniformly applied to all Participants in similar
      circumstances.

10.4  OTHER BENEFIT PLANS

      Deferred compensation under this Plan shall not be deemed to be
      compensation for purposes of determining a Participant's benefit or credit
      under any plan of the Company qualified under Code section 401(a), or any
      life insurance plan or disability plan established or maintained by the
      Company except to the extent specifically provided in such other plan.

10.5  WITHHOLDING OF TAXES

      To the extent required by applicable law, the Company shall withhold from
      Compensation or charge against the Participant's Account his share of FICA
      and other applicable taxes attributable to his or her benefits under this
      Plan. The Company shall also cause taxes to be withheld from an Account
      distributed hereunder as required by law.

10.6  SEVERABILITY

      If any provision of this Agreement is determined to be invalid or illegal,
      the remaining provisions shall be effective and shall be interpreted as if
      the invalid or illegal provision did not exist, unless the illegal or
      invalid provision is of such materiality that its omission defeats the
      purposes of the parties in entering into this Agreement.

                                    *********

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<PAGE>

IN WITNESS WHEREOF, West Corporation has caused these presents to be executed by
its duly authorized officer this 30th day of December, 2005, but effective as of
January 1, 2005,

                                    WEST CORPORATION

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Title: Executive Vice President -
                                           Chief Financial Officer and Treasurer

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