TENDER AND VOTING AGREEMENT

Exhibit 10.1

EXECUTION VERSION

TENDER AND VOTING AGREEMENT

by and among

SHAREHOLDER,

CONVERGYS CORPORATION,

and

DIALOG MERGER SUB, INC.

dated as of

July 15, 2008

TABLE OF CONTENTS

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TENDER AND VOTING AGREEMENT, dated as of July 15, 2008 (this “Agreement”), by and among Convergys Corporation, an Ohio corporation (“Parent”), Dialog Merger Sub, Inc., a Texas corporation (“Purchaser”), and the shareholder of Intervoice, Inc., a Texas corporation (the “Company”), set forth on the signature page hereto (“Shareholder”).

WHEREAS, Shareholder is the beneficial owner of the number of shares of common stock, without par value, of the Company (“Company Common Stock”) (all such shares of Company Common Stock, together with the Rights issued pursuant to the Third Amended and Restated Rights Agreement, dated as of May 1, 2001, by and between InterVoice-Brite, Inc. and Computershare Investor Services, LLC., being hereinafter referred to as the “Shares”), and holds stock options (the “Options”) to acquire the number of Shares, in each case, as set forth on Annex A hereto opposite Shareholder’s name; and

WHEREAS, Parent, Purchaser and the Company have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended from time to time, the “Merger Agreement”), which provides, among other things, for Purchaser to commence the Offer for all of the issued and outstanding shares of Company Common Stock and that, upon the terms and subject to the conditions therein, Purchaser will merge with and into the Company; and

WHEREAS, as a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement, Parent and Purchaser have requested that Shareholder agree, and in order to induce Parent and Purchaser to enter into the Merger Agreement, Shareholder has agreed, to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereto hereby agree as follows:

ARTICLE 1

1.01         Certain Definitions . Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1.02         Representations and Warranties of Shareholder . Shareholder represents and warrants to Parent and Purchaser as follows:

(a)        On the date hereof, Shareholder is the record or beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of, and has good title to, the Shares as set forth on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others (other than community property interests), claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (each, a “Lien”) (including any restriction on the right to vote,

sell or otherwise dispose of the Shares), except as set forth in this Agreement or pursuant to any applicable restrictions under the Securities Act of 1933, as amended.

(b)        Other than the Options, the Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by Shareholder (excluding any securities beneficially owned by any of his affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement) as to which he does not have voting or investment power).

(c)        Except for the Shares and the Options, as of the date hereof, Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Shareholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that allows or obligates him to vote or acquire any securities of the Company. Shareholder holds exclusive power to vote the Shares and (other than as set forth in Section 3.02) has not granted a proxy to any other person to vote the Shares, subject to the limitations set forth in this Agreement.

(d)        This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaser, is Shareholder’s valid and legally binding obligation, enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

(e)        The execution, delivery and performance of this Agreement by Shareholder does not, and will not, require any consent or approval under any law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

(f)        Neither the execution and delivery of this Agreement nor the performance by Shareholder of his respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Shareholder.

1.03         Representations and Warranties of Parent and Purchaser . Parent and Purchaser represent and warrant to Shareholder, as of the date hereof and as of the Closing Date, as follows:

(a)        Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the States of Ohio and Texas, respectively. Each is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified.

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(b)        Each of Parent and Purchaser has duly authorized, executed and delivered this Agreement. This Agreement is its valid and legally binding obligation, enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

(c)        The execution, delivery and performance of this Agreement does not and will not (A) constitute a breach or violation of, or a default under, its Constituent Documents or (B) require any consent or appro