NONQUALIFIED DEFERRED COMPENSATION PLAN

EXHIBIT 10.16

WEST CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN
(as amended and restated effective October 24, 2006)

ARTICLE I.

INTRODUCTION

     1.1 Name and Purpose . The Employer has established and maintains the West Corporation Nonqualified Deferred Compensation Plan, for the benefit of the Company’s Directors and a select group of management or highly compensated employees of the Employer. The Plan is intended to be a deferred compensation plan for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Employer intends that the Plan (and any grantor trust described in Section 6.1) shall be treated as unfunded for tax purposes and for purposes of Title I of ERISA. The Employer’s obligations hereunder, if any, to a Participant (or to a Participant’s beneficiary) shall be unsecured and shall be a mere promise by the Employer to make payments hereunder in the future. A Participant (or the Participant’s beneficiary) shall be treated as a general, unsecured creditor of the Employer. The Plan is not intended to qualify under section 401(a) of the Code.

     1.2 Effective Date . The Effective Date of this Plan, as restated herein, is October 24, 2006.

ARTICLE II.

ELIGIBILITY AND PARTICIPATION

     2.1 Eligibility . Before the beginning of each Plan Year, the Compensation Committee will designate the Directors and employees who are eligible to participate in the Plan for such Plan Year; provided, however, that any employee so designated shall be from a select group of management or highly compensated employees, which means Executive Vice Presidents and above and other officers whose Compensation was $100,000 or more in the year prior to the year in which the Participant makes a Deferral Election pursuant to Section 3.1. An individual’s eligibility to make a deferral to the Plan in any given Plan Year does not guarantee that individual the right to make a deferral in any subsequent Plan Year.

     2.2 Participation and Cessation of Participation . An Eligible Individual for any Plan Year may make a Deferral Election on a timely basis as described in Section 3.1, and if the Eligible Individual makes such a Deferral Election he or she shall be a Participant until he or she has received a distribution of his or her entire Deferral Account. A Participant who, for any reason, no longer participates on the Company’s Board of Directors nor is employed by the Company or any of its subsidiaries and affiliates will cease to be eligible to defer compensation under this Plan and will become entitled to distributions as described in Article VI.

ARTICLE III.

ENROLLMENT AND DEFERRAL ELECTIONS

     3.1 Participant Elections to Defer . Each Eligible Individual who intends to participate in the Plan shall make a Deferral Election, in a form acceptable to the Administrator, with regard to that portion of his annual Compensation (if any) that shall be deferred hereunder, in accordance with the following:

     (a)  Salary Deferral Elections . An Eligible Employee may elect to defer, in whole percentage increments, up to 50% of his Salary (or such other percentage as authorized by the Compensation Committee of the Directors).

     (b)  Bonus Deferral . An Eligible Employee may elect to defer, either in whole percentage increments or a flat-dollar amount, a portion of any periodic bonus payable to him or her; provided, however, that such election may not exceed 100% of any amount that would otherwise be paid as a periodic bonus. For the avoidance of doubt, the term “periodic bonus” shall include bonuses payable under the Company’s Senior Management Transaction Bonus Plan and Senior Management Retention Plan, in each case as in effect from time to time.

     (c)  Director Fee Deferral . An Eligible Director may elect to defer, either in whole percentage increments or a flat-dollar amount, a portion of the fees he will be paid for serving as a Director; provided, however, that such election may not exceed 100% of any amount that would otherwise be paid for such services.

     (d)  Minimum and Maximum Deferral . Notwithstanding any other provision of the Plan, an Eligible Individual who elects to defer a portion of his Compensation must elect to defer a combination of Salary, periodic bonus, and Director fees in an amount that is expected to be no less than $10,000, and in no event in excess of $500,000, during any one Plan Year.

     (e)  Timing of Elections . No later than December 31 of each Plan Year, or such earlier date as the Plan Administrator shall determine, each Eligible Individual shall be permitted to make a Deferral Election with regard to a portion of his or her annual Compensation attributable to services performed in the immediately following Plan Year. A Deferral Election shall remain in effect only for the Plan Year to which it relates. An Eligible Individual must make a separate Deferral Election before each December 31 in order to make a deferral for the following Plan Year. Once made, a Deferral Election is irrevocable, subject only to the early distribution provisions of Section 6.1, the one-time redeferral provision of Section 6.2, and the one-time acceleration provision of Section 6.3.

     (f)  Period of Deferral . Each Deferral Election made by an Eligible Individual shall include an election of the date on which the amount of such deferral (together with any investment gains thereon) will be distributed. Such date shall be no earlier than the fifth year following the Plan Year to which the Deferral Election relates, subject only to the early distribution provisions of Section 6.1, the one-time redeferral provision of Section 6.2, or the one-time acceleration provision of Section 6.3.

     3.2 Deferral Account . The Compensation Committee shall maintain a Deferral Account in the name of each Participant for deferrals made in accordance with Section 3.1. A Participant’s Deferral Account shall include a subaccount for each deferral made under the Plan and any Employer contributions made to the Participant under the Plan pursuant to a Deferral Election for a given Plan Year. Each such subaccount shall reflect: (i) the amount deferred or contributed during that Plan Year, (ii) any amounts distributed during that Plan Year, and (iii) the total Earnings on the Deferral Account described in Section 3.3. Deferred amounts shall be credited to subaccounts as soon as practicable following the date Compensation would otherwise have been paid to the Participant but for his Deferral Election. The portion of a Participant’s Deferral Account that is attributable to any Deferral Election (and any Earnings thereon) shall be nonforfeitable at all times.

     3.3 Investment of Deferral Account .

     (a)  In General . A Participant shall have the right to direct the investment of amounts deferred to his or her Deferral Account on or after October 24, 2006 by electing to have his or her Deferral Account notionally invested, in percentages elected by the Participant, in hypothetical investment options, the value of which shall track either Equity Strips or Measurement Funds.

     An election by a Participant to invest or not to invest his or her Deferral Account in Equity Strips is an irrevocable election. Investment elections to any Measurement Fund may be changed quarterly by the Participant (but only among such Measurement Funds and under no circumstances from a Measurement Fund to Equity Strips) on such date and in such manner as determined by the Compensation Committee in its sole discretion.

     Notwithstanding any other provision of this Plan that may be interpreted to the contrary, Equity Strips and the Measurement Fund(s) are to be used for measurement purposes only, and the allocation of each Participant’s Deferral Account to such Equity Strips and Measurement Fund(s), the calculation of additional amounts, and the crediting or debiting of such additional amounts to such Participant’s Deferral Account shall not be considered or construed in any manner as an actual investment of such Participant’s Deferral Account in any such Equity Strips or Measurement Fund(s).

     (b)  One-Time Reallocation of Deferral Accounts . Notwithstanding any then-current or prior Investment Designation, each Participant’s Deferral Account shall be reallocated effective as of October 24, 2006 according to this Section 3.3(b).

          (i) In General . Notwithstanding any Participant’s prior Investment Designation directing all or a portion of his or her Deferral Account to be invested in common stock of the Company, unless otherwise provided in Section 3.3(b)(ii), the entire amount of each Participant’s Deferral Account shall be converted into Measurement Funds as provided in this Section 3.3(b)(i). Subject to Section 3.3(b)(ii), each Deferral Account will be allocated among the Measurement Funds available under the Plan based on the Participant Investment Designation in effect immediately prior to October 24, 2006, without regard to any election to invest all or a portion of his or her Deferral Account in Company common stock; provided, that if a Participant’s Investment Designation in effect immediately prior to October 24, 2006 does

not direct any portion of his or her Deferral Account to be invested in Measurement Funds, amounts in his or her Deferral Account will be reallocated into notional shares of a money market fund selected by the Company until such Participant makes an election to invest the Deferral Account in Measurement Fund(s) in accordance with the terms of the Plan.

          (ii) Key Employee Election . Notwithstanding any provision of this Section 3.3(b) to the contrary, the Compensation Committee may designate certain Participants listed on the attached Schedule A to make a one-time election to redesignate all or a portion of the part of the Participant’s Deferral Account that is notionally invested in shares of Company common stock or Measurement Funds to be notionally invested in Equity Strips. Such election must be made on or before September 11, 2006, in a form acceptable to the Plan Administrator. For purposes of implementing such a redesignation, the value of a share of Company common stock shall be $48.75 and the value of an Equity Strip shall be set at $100.00.

     3.4 Valuation of Equity Strips . The value of an Equity Strip, for purposes of the Plan (including, but not limited to the distribution provisions of Article VI), shall be determined by the Compensation Committee, based on the most recent annual valuation of the Company. For all Plan Years beginning prior to January 1, 2008, the value of an Equity Strip shall be set at $100.00.

     3.5 Adjustment of Participants’ Deferral Accounts .

     (a)  In General . A Participant’s Deferral Account shall be credited or debited each Accounting Date (or, with respect to that portion of a Participant’s Deferral Account attributable to periodic bonuses or Director fees, each time such amount is deferred into the Plan) based on the then-applicable value of Equity Strips and the performance of each Measurement Fund selected by the Participant, as though (i) the Participant’s deferrals were invested in the Equity Strips and Measurement Fund(s) in the percentages applicable to such payroll period as of the date that they are credited to the Participant’s Deferral Account; and (ii) any distributions made to the Participant that decrease the Participant’s Deferral Account balance ceased being invested in the Equity Strips and Measurement Fund(s) in the percentages applicable to such payroll period, as of a date no earlier than the last business day of the payroll period preceding the date of distribution, at the closing price on such date. The Participant’s Deferral Account will be revalued on each Accounting Date, based on the price of the Equity Strips in effect on that date, as determined by the Compensation Committee pursuant to Section 3.4, the value of the Measurement Funds on that date, and the percentages in which the Participant is invested in Equity Strips and each of the Measurement Funds.

     To the extent a Participant’s Account is deemed to be invested in and Measurement Funds and is not entirely distributed within three years from the date the Participant ceases to be a Director or separates from service with the Company for any reason, the Participant’s entire vested Deferral Account shall thereafter be deemed to be invested in a money market fund designated by the Compensation Committee until such Deferral Account is fully distributed to the Participant.

     (b)  Procedure . As of each Accounting Date, the Compensation Committee shall:

          (i) First, charge to the proper Deferral Accounts all payments or distributions made since the last preceding Accounting Date;

          (ii) Next, credit each Participant’s Deferral Account with amounts deferred on behalf of the Participant made since the last preceding Accounting Date;

          (iii) Next, credit each Participant’s Deferral Account with any Employer Contributions (as defined in Section 4.1) made on behalf of the Participant since the last preceding Accounting Date; and

          (iv) Next, adjust each Participant’s Deferral Account for applicable Earnings since the last preceding Accounting Date.

     In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the Compensation Committee shall adjust the portion of each Participant’s Deferral Accounts deemed to be invested in Equity Strips in order to preserve the benefits or potential benefits of such Deferral Accounts. Any adjustments shall be made in a manner that the Compensation Committee in its sole discretion determines to be equitable.

     3.6 Additional Limitation on Deferral Elections . Notwithstanding anything in this Section to the contrary, the Plan Administrator may limit a Participant’s Deferral Election if, as a result of any election, a Participant’s Compensation from the Employers would be insufficient to cover taxes and withholding applicable to the Participant.

ARTICLE IV.

EMPLOYER CONTRIBUTIONS

     4.1 Employer Matching Contributions . To the extent a Participant makes a Deferral Election and makes an Investment Designation that such deferrals and Earnings thereon initially be measured by Equity Strips, the Employer will make an Employer Matching Contribution. All Employer Matching Contributions shall be designated to be invested in Equity Strips and shall remain hypothetically invested in Equity Strips. No Employer Matching Contribution will be made with respect to any amount deferred by the Participant for which Earnings are measured based on an Investment Designation other than Equity Strips. For the avoidance of doubt, no Employer Matching Contribution shall be made on amounts that are notionally invested in Equity Strips as a result of a one-time reallocation election made pursuant to Section 3.3(b)(ii).

     4.2 Accounting for Employer Matching Contributions . Employer Contributions on behalf of a Participant will be recorded in a separate subaccount maintained in the Participant’s Deferral Account as of the Crediting Date of the underlying deferral. Such subaccount will be deemed to be invested in Equity Strips and will be adjusted from time to time in the same manner as described in Article III.

     4.3 Vesting of Employer Matching Contributions . As of October 24, 2006, each Participant who is then actively employed by an Employer shall be fully vested in the Employer

Matching Contributions that have been allocated to such Participant’s Deferral Account as of such date. Effective for Employer Matching Contributions allocated to Deferral Accounts after October 24, 2006