<PAGE>
 
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1996     
                                                     REGISTRATION NO. 333-13991
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                ---------------
                                
                             AMENDMENT NO. 2     
                                      TO
                                   FORM S-1
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
 
                                ---------------
                         WEST TELESERVICES CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
       DELAWARE                      7389                    47-0777362
   (STATE OR OTHER      (PRIMARY STANDARD INDUSTRIAL      (I.R.S. EMPLOYER 
   JURISDICTION OF       CLASSIFICATION CODE NUMBER)     IDENTIFICATION NO.) 
   INCORPORATION OR
    ORGANIZATION)

                                ---------------
 
                               9910 MAPLE STREET
                             OMAHA, NEBRASKA 68134
                                (402) 571-7700
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                ---------------
 
                                 TROY L. EADEN
                            CHIEF EXECUTIVE OFFICER
                         WEST TELESERVICES CORPORATION
                               9910 MAPLE STREET
                             OMAHA, NEBRASKA 68134
                                (402) 571-7700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                ---------------
 
                                  COPIES TO:
  JOHN S. D'ALIMONTE           VIRGIL K. JOHNSON         MARK B. TRESNOWSKI
    WILLKIE FARR &        ERICKSON & SEDERSTROM, P.C.     KIRKLAND & ELLIS
      GALLAGHER           10330 REGENCY PARKWAY DRIVE    200 RANDOLPH DRIVE
 ONE CITICORP CENTER         OMAHA, NEBRASKA 68114    CHICAGO, ILLINOIS 60601
 153 EAST 53RD STREET           (402) 397-2200             (312) 861-2000
  NEW YORK, NEW YORK
        10022
    (212) 821-8000
 
                                ---------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                                ---------------
 

                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            PROPOSED MAXIMUM
          TITLE OF EACH CLASS OF           AGGREGATE OFFERING     AMOUNT OF
       SECURITIES TO BE REGISTERED              PRICE(1)       REGISTRATION FEE
- -------------------------------------------------------------------------------
<S>                                        <C>                 <C>
Common Stock, par value $.01 per share...     $128,000,000        $38,787(2)
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457 under the Securities Act of 1933, as amended.
(2) Fee in the amount of $38,787 was previously paid.
 
                                ---------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
 

                                   PART II.
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
  The following represents the Registrant's estimate of expenses in connection
with the issuance and distribution of the securities being registered
hereunder. Except for the SEC registration fee, the NASD filing fee, and the
Nasdaq National Market listing fee, all amounts are estimates.
 

<TABLE>
<CAPTION>
                                                                        AMOUNT
                                                                        -------
   <S>                                                                  <C>
   Securities and Exchange Commission registration fee................. $38,787
   National Association of Securities Dealers, Inc. filing fee.........  13,300
   Nasdaq National Market listing fees.................................  49,000
   Transfer agent and registrar fees and expenses......................      *
   Legal fees and expenses.............................................      *
   Accounting fees and expenses........................................      *
   Printing and engraving expenses.....................................      *
   Blue Sky fees and expenses (including counsel fees).................      *
   Miscellaneous.......................................................      *
                                                                        -------
     Total............................................................. $    *
                                                                        =======
</TABLE>

- --------
* To be completed by amendment
 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer or
director in defending such action, provided that the director or officer
undertakes to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
 
  A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which an officer
or director may be entitled under any corporation's by-laws, agreements, vote
or otherwise.
 
  The Registrant's Restated Certificate of Incorporation provides that the
Registrant, to the fullest extent authorized by the DGCL, as the same exists
or may hereafter be amended shall indemnify a
 
                                     II-1

<PAGE>
 
director or officer of the Registrant or a person who is or was serving at the
request of the Registrant as director, trustee, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, who
was or is made (or threatened to be made) a party to a civil, criminal,
administrative or investigative proceeding (an "indemnified person"). The
Restated Certificate of Incorporation also provides that expenses incurred by
an indemnified person may be paid in advance by the Registrant, subject to any
limitations or requirements imposed by the DGCL and the Registrant's Restated
By-laws.
 
  The Restated Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, which concerns unlawful
payments of dividends, stock purchases or redemptions or (iv) for any
transaction from which the director derived an improper personal benefit.
 
  While the Restated Certificate of Incorporation provides directors with
protection from awards for monetary damages for breaches of their duty of
care, it does not eliminate such duty. Accordingly, the Restated Certificate
of Incorporation will have no effect on the availability of equitable remedies
such as an injunction or rescission based on a director's breach of his or her
duty of care. The provisions of the Restated Certificate of Incorporation
described above apply to an officer of the Company only if he or she is a
director of the Company and is acting in his or her capacity as director, and
do not apply to officers of the Company who are not directors.
 
  Reference is made to the Underwriting Agreement (Exhibit 1) which provides
for indemnification of the Company, its directors, officers and controlling
persons.
 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
   
  On February 22, 1994, the Company sold 850 shares of Common Stock to Gary L.
West and Mary E. West, as joint tenants with right of survivorship, for $850
and sold 150 shares of Common Stock to Troy L. Eaden for $150. The Company
entered into an Agreement and Plan of Reorganization, dated as of November 20,
1996, with all of the stockholders of each of the West Affiliates. Pursuant to
this agreement, the stockholders received in the aggregate 56,775,000 shares
of Common Stock in exchange for all of their respective holdings of capital
stock in each of the West Affiliates. All of the foregoing were effected in
reliance upon Section 4(2) of the Securities Act of 1933.     
 

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
  (a) EXHIBITS
 

<TABLE>     
   <C>   <S>
    1.01 Form of Underwriting Agreement
    3.01 Restated Certificate of Incorporation of the Company
    3.02 Restated By-laws of the Company
    4.01 Form of Common Stock Certificate
    5.01 Opinion of Willkie Farr & Gallagher regarding legality
   10.01 Form of Registration Rights Agreement*
   10.02 Bill of Sale & Assignment, dated October 30, 1996, from West
          Telemarketing Corporation to Troy L. Eaden*
   10.03 Purchase Agreement, dated March 14, 1996, between West Telemarketing
          Corporation and Executive Jet Sales, Inc.*
   10.04 1996 Stock Incentive Plan*
</TABLE>
    
 
 
                                     II-2

<PAGE>
 

<TABLE>     
   <C>   <S>
   10.05 Agreement and Plan of Reorganization, dated as of November 20, 1996,
          by and among the Company and the stockholders of West Telemarketing
          Corporation, West Interactive Corporation, West Telemarketing
          Corporation Outbound, West Interactive Canada, Inc. and Interactive
          Billing Services, Inc.
   10.06 Employment Agreement with Thomas B. Barker*
   10.07 Employment Agreement with Michael A. Micek*
   10.08 Employment Agreement with Troy L. Eaden*
   10.09 Employment Agreement with Lee Waters*
   10.10 Employment Agreement with Wayne Harper*
   10.11 Stock Redemption Agreement, dated April 9, 1996, by and among John W.
          Erwin, Gary L. West, Mary E. West and Troy L. Eaden*
   10.12 Assignment and Assumption Agreement, dated as of November 12, 1996, by
          and among Gary L. West, Mary E. West, Troy L. Eaden and the Company
   10.13 Personnel Company Subscription Service Agreement, dated as of November
          20, 1996, between West Telemarketing Insurance Agency, Inc. and West
          Telemarketing Corporation Outbound
   10.14 Lease, dated September 1, 1994, by and between West Telemarketing
          Corporation and 99-Maple Partnership*
   21.01 Subsidiaries of the Company
   23.01 Consent of Willkie Farr & Gallagher (included in Exhibit 5.01)
   23.02 Consent of Deloitte & Touche LLP*
   24.01 Power of Attorney (included on Page II-5)
   27.01 Financial Data Schedule*
</TABLE>
    
- --------
   
* Previously filed     
 
  (b) FINANCIAL STATEMENT SCHEDULES
 
  The following financial statement schedule, not included in the Prospectus,
is included as part of the Registration Statement immediately following the
signature page:
 
    Schedule II     Valuation and Qualifying Accounts
 
  All other schedules either are inapplicable or not required or the
information is included in the consolidated financial statements and therefore
have been omitted.
 

ITEM 17.  UNDERTAKINGS
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
  The Registrant hereby undertakes that:
 
    (a) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  a registration statement in reliance upon Rule
 
                                     II-3

<PAGE>
 
  430A and contained in the form of prospectus filed by the Registrant
  pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
  be deemed to be part of this registration statement as of the time it was
  declared effective.
 
    (b) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
 
    (c) The Registrant shall provide to the Underwriters, at the closing
  specified in the Underwriting Agreement, certificates in such denominations
  and registered in such names as required by the Underwriters to permit
  prompt delivery to each purchaser.
 
                                     II-4

<PAGE>
 

                                  SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
OMAHA, STATE OF NEBRASKA, ON NOVEMBER 21, 1996.     
 
                                          West TeleServices Corporation
 
                                                     
                                          By:        /s/ Troy L. Eaden
                                              ---------------------------------
                                                       TROY L. EADEN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
  We, the undersigned officers and directors of West TeleServices Corporation,
hereby severally and individually constitute and appoint Troy L. Eaden, Thomas
B. Barker and Michael A. Micek, and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and stead of
each of us (individually and in any capacity stated below) any and all pre- or
post-effective amendments to this Registration Statement on Form S-1, any
subsequent Registration Statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933 and any and all pre- or
post-effective amendments thereto, and all instruments necessary or advisable
in connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in
the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendment and
amendments.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 

<TABLE>     
<CAPTION> 
              SIGNATURE                          TITLE                DATE
 
<S>                                    <C>                       <C> 
          /s/ Gary L. West             Chairman of the Board     November 21, 1996 
- -------------------------------------   of Directors             
            GARY L. WEST                                           
 
          /s/  Mary E. West            Vice Chair of the         November 21, 1996 
- -------------------------------------   Board of Directors       
            MARY E. WEST                                           
 
          /s/ Troy L. Eaden            Director and Chief        November 21, 1996 
- -------------------------------------   Executive Officer        
            TROY L. EADEN               (Principal Executive       
                                        Officer)
 
        /s/ Thomas B. Barker           Director, President       November 21, 1996 
- -------------------------------------   and Chief Operating      
          THOMAS B. BARKER              Officer                    
 
        /s/ Michael A. Micek           Chief Financial           November 21, 1996 
- -------------------------------------   Officer (Principal       
          MICHAEL A. MICEK              Financial and              
                                        Accounting Officer)
</TABLE>
      
 
                                     II-5

<PAGE>
 

                               INDEX TO EXHIBITS
 

<TABLE>   
<CAPTION>
                                                                     SEQUENTIAL
 EXHIBIT                      EXHIBIT DOCUMENT                          PAGE
 NUMBER                         DESCRIPTION                            NUMBER
 -------                      ----------------                       ----------
 <C>     <S>                                                         <C>
   1.01  Form of Underwriting Agreement
   3.01  Restated Certificate of Incorporation of the Company
   3.02  Restated By-laws of the Company
   4.01  Form of Common Stock Certificate
   5.01  Opinion of Willkie Farr & Gallagher regarding legality
  10.01  Form of Registration Rights Agreement*
  10.02  Bill of Sale & Assignment, dated October 30, 1996, from
          West Telemarketing Corp. to Troy L. Eaden*
  10.03  Purchase Agreement, dated March 14, 1996, between West
          Telemarketing Corporation and Executive Jet Sales, Inc.*
  10.04  1996 Stock Incentive Plan*
  10.05  Agreement and Plan of Reorganization, dated as of
          November 20, 1996, by and among the Company and the
          stockholders of West Telemarketing Corporation, West
          Interactive Corporation, West Telemarketing Corporation
          Outbound, West Interactive Canada, Inc. and Interactive
          Billing Services, Inc.
  10.06  Employment Agreement with Thomas B. Barker*
  10.07  Employment Agreement with Michael A. Micek*
  10.08  Employment Agreement with Troy L. Eaden*
  10.09  Employment Agreement with Lee Waters*
  10.10  Employment Agreement with Wayne Harper*
  10.11  Stock Redemption Agreement, dated April 9, 1996, by and
          among John W. Erwin, Gary L. West, Mary E. West and Troy
          L. Eaden*
  10.12  Assignment and Assumption Agreement, dated as of November
          12, 1996, by and among Gary L. West, Mary E. West, Troy
          L. Eaden and the Company
  10.13  Personnel Company Subscription Service Agreement, dated
          as of November 20, 1996, between West Telemarketing
          Insurance Agency, Inc. and West Telemarketing
          Corporation Outbound
  10.14  Lease, dated September 1, 1994, by and between West
          Telemarketing Corporation and 99-Maple Partnership*
  21.01  Subsidiaries of the Company
  23.01  Consent of Willkie Farr & Gallagher (included in Exhibit
          5.01)
  23.02  Consent of Deloitte & Touche LLP*
  24.01  Power of Attorney (included on page II-5)
  27.01  Financial Data Schedule*
</TABLE>
    
- --------
   
* Previously filed     





<PAGE>
 
                                                                  Draft 11/18/96

                         West TeleServices Corporation
                                 Common Stock
                          (par value $0.01 per share)


                     ------------------------------------

                            Underwriting Agreement
                            ----------------------



                                                        . . . . . . . . . , 1996

Goldman, Sachs & Co.,
Salomon Brothers Inc,
Smith Barney Inc.,
      As representatives of the several Underwriters
      named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

           West TeleServices Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") an aggregate of 5,700,000 shares (the "Firm Shares") and, at the
election of the Underwriters, up to 855,000 additional shares (the "Optional
Shares") of Common Stock, par value $0.01 per share ("Stock"), of the Company
(the Firm Shares and the Optional Shares that the Underwriters elect to purchase
pursuant to Section 2 hereof being collectively called the "Shares"). Gary L.
West and Mary E. West, the chairman and vice chair of the board of the Company,
respectively, in their respective individual capacities, are each a party to
this agreement and are herein collectively called the "Wests". For purposes of
this Agreement, references to the "subsidiaries" of the Company shall be deemed
to include
 the affiliates of the Company that will become its direct or indirect
subsidiaries in connection with the reorganization of the Company contemplated
in the Preliminary Prospectus (as defined in Section 1(a)(i) below).

<PAGE>
 
          1.   (a)  The Company and each of the Wests, jointly and severally,
     represents and warrants to, and agrees with, each of the Underwriters that:

                    (i)    A registration statement on Form S-1 (File No. 333-
     13991) (as amended to date, the "Initial Registration Statement") in
     respect of the Shares has been filed with the Securities and Exchange
     Commission (the "Commission"); the Initial Registration Statement and any
     post-effective amendment thereto, each in the form heretofore delivered to
     you, and, excluding exhibits thereto, to you for each of the other
     Underwriters, have been declared effective by the Commission in such form;
     other than a registration statement, if any, increasing the size of the
     offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule
     462(b) under the Securities Act of 1933, as amended (the "Act"), which
     became effective upon filing, no other document with respect to the Initial
     Registration Statement has heretofore been filed with the Commission; and
     no stop order suspending the effectiveness of the Initial Registration
     Statement, any post-effective amendment thereto or the Rule 462(b)
     Registration Statement, if any, has been issued and no proceeding for that
     purpose has been initiated or, to the knowledge of the Company or the
     Wests, threatened by the Commission (any preliminary prospectus included in
     the Initial Registration Statement or filed with the Commission pursuant to
     Rule 424(a) of the rules and regulations of the Commission under the Act is
     hereinafter called a "Preliminary Prospectus"; the various parts of the
     Initial Registration Statement and the Rule 462(b) Registration Statement,
     if any, including all exhibits thereto and including the information
     contained in the form of final prospectus filed with the Commission
     pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
     hereof and deemed by virtue of Rule 430A under the Act to be part of the
     Initial Registration Statement at the time it was declared effective, each
     as amended at the time such part of the Initial Registration Statement
     became effective or such part of the Rule 462(b) Registration Statement, if
     any, became or hereafter becomes effective, are hereinafter collectively
     called the "Registration Statement"; such final prospectus, in the form
     first filed pursuant to Rule 424(b) under the Act, is hereinafter called
     the "Prospectus");

                    (ii)   No order preventing or suspending the use of any
     Preliminary Prospectus has been issued by the Commission, and each
     Preliminary Prospectus filed on or after November 12, 1996, at the time of
     filing thereof, conformed in all material respects to the requirements of
     the Act and the rules and regulations of the Commission thereunder, and did
     not contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by an Underwriter through Goldman, Sachs & Co. expressly for use therein;

                    (iii)  The Registration Statement conforms, and the
     Prospectus and any further amendments or supplements to the Registration
     Statement or the Prospectus will conform, in all material respects to the
     requirements of the Act and the

                                       2

<PAGE>
 
     rules and regulations of the Commission thereunder and do not and will not,
     as to the Registration Statement and any amendment thereto, as of the
     applicable effective date, contain an untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading, and as to the Prospectus and
     any amendment or supplement thereto, as of the applicable filing date,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading; provided, however, that this representation and warranty shall
     not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by an
     Underwriter through Goldman, Sachs & Co. expressly for use therein;

                    (iv)  Neither the Company nor any of its subsidiaries has
     sustained since the date of the latest audited financial statements
     included in the Prospectus any material loss or interference with its
     business from fire, explosion, flood or other calamity, whether or not
     covered by insurance, or from any labor dispute or court or governmental
     action, order or decree, otherwise than as set forth or contemplated in the
     Prospectus; and, since the respective dates as of which information is
     given in the Registration Statement and the Prospectus, there has not been
     any change in the capital stock or long-term debt of the Company or any of
     its subsidiaries or any material adverse change, or any development
     involving a prospective material adverse change, in or affecting the
     management, financial position, stockholders' equity or results of
     operations of the Company and its subsidiaries, otherwise than as set forth
     or contemplated in the Prospectus;

                    (v)   The Company and its subsidiaries have good and
     marketable title in fee simple to all real property and good and marketable
     title to all personal property owned by them, in each case free and clear
     of all liens, encumbrances and defects except such as are described in the
     Prospectus or such as do not materially affect the value of such property
     and do not interfere with the use made and proposed to be made of such
     property by the Company and its subsidiaries taken as a whole; and any real
     property and buildings held under lease by the Company or its subsidiaries
     are held by the Company or its subsidiary, as the case may be, under valid,
     subsisting and enforceable leases with such exceptions as are not material
     or do not interfere with the use made and proposed to be made of such
     property and buildings by the Company and its subsidiaries taken as a
     whole;

                    (vi)  The Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of the State of
     Delaware, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Prospectus, and has
     been duly qualified as a foreign corporation for the transaction of
     business and is in good standing under the laws of each other jurisdiction
     in which it owns or leases properties or conducts any business so as to
     require such qualification, or is subject to no material liability or
     material disability by reason of the failure to be so qualified in any such
     jurisdiction; and each subsidiary of the Company has been duly incorporated
     and is validly existing as a corporation in good standing under the laws of
     its jurisdiction of incorporation;

                                       3

<PAGE>
 
                    (vii)  The Company has an authorized capitalization as set
     forth in the Prospectus, and upon consummation of the reorganization
     contemplated in the Preliminary Prospectus, all of the issued shares of
     capital stock of the Company will be duly and validly issued, fully paid
     and non-assessable and will conform to the description of the Stock
     contained in the Prospectus; and upon consummation of the reorganization
     contemplated in the Preliminary Prospectus, all of the issued shares of
     capital stock of each subsidiary of the Company will be duly and validly
     authorized and issued, fully paid and non-assessable and, except as
     described in the Prospectus, will be owned directly or indirectly by the
     Company, free and clear of all liens, encumbrances, equities or claims;

                    (viii) The Shares to be sold by the Company to the
     Underwriters hereunder have been duly and validly authorized and, when
     issued and delivered against payment therefor as provided herein, will be
     duly and validly issued and fully paid and non-assessable and will conform
     to the description of the Stock contained in the Prospectus;

                    (ix)   The issue and sale of the Shares by the Company
     hereunder and the compliance by the Company with all of the provisions of
     this Agreement and the consummation of the transactions herein contemplated
     will not conflict with or result in a breach or violation of any of the
     terms or provisions of, or constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other agreement or instrument to
     which the Company or any of its subsidiaries is a party or by which the
     Company or any of its subsidiaries is bound or to which any of the property
     or assets of the Company or any of its subsidiaries is subject which would
     have a material adverse effect on the Company or such subsidiaries or which
     would have a material adverse effect on the consummation of the issue and
     sale of the Shares, nor will such action result in any violation of (a) the
     provisions of the Restated Certificate of Incorporation or Restated By-laws
     of the Company or (b) any statute or any order, rule or regulation of any
     court or governmental agency or body having jurisdiction over the Company
     or any of its subsidiaries or any of their properties which, in the case of
     clause (b) would have a material adverse effect on the Company or such
     subsidiaries or which would have a material adverse effect on the
     consummation of the issue and sale of the Shares; and no consent, approval,
     authorization, order, registration or qualification of or with any such
     court or governmental agency or body is required for the issue and sale of
     the Shares or the consummation by the Company of the transactions
     contemplated by this Agreement, except the registration under the Act of
     the Shares and such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or Blue Sky laws
     in connection with the purchase and distribution of the Shares by the
     Underwriters;

                    (x)    Neither the Company nor any of its subsidiaries is in
     violation of its Certificate of Incorporation or By-laws or in default in
     the performance or observance of any material obligation, agreement,
     covenant or condition contained in any indenture, mortgage, deed of trust,
     loan agreement, lease or other agreement or instrument to which it is a
     party or by which it or any of its properties may be bound which would
     individually or in the aggregate have a material adverse effect on the
     consolidated financial position, stockholders' equity or results of
     operations of the

                                       4

<PAGE>
 
     Company and its subsidiaries taken as whole, and other than as set forth or
     contemplated in the Prospectus neither the Company nor any of its
     subsidiaries has violated any law or any governmental regulation or
     requirement which, if determined adversely to the Company or any of its
     subsidiaries, would individually or in the aggregate have a material
     adverse effect on the consolidated financial position, stockholders' equity
     or results of operations of the Company and its subsidiaries taken as a
     whole;

                    (xi)   The statements set forth in the Prospectus under the
     caption "Description of Capital Stock", insofar as they purport to
     constitute a summary of the terms of the Stock, and under the caption
     "Business--Regulation", insofar as they purport to describe the provisions
     of the laws and documents referred to therein, are accurate summaries in
     all material respects;

                    (xii)  Other than as set forth or contemplated in the
     Prospectus, there are no legal or governmental proceedings pending to which
     the Company or any of its subsidiaries is a party or of which any property
     of the Company or any of its subsidiaries is the subject which, if
     determined adversely to the Company or any of its subsidiaries, would
     individually or in the aggregate have a material adverse effect on the
     consolidated financial position, stockholders' equity or results of
     operations of the Company and its subsidiaries taken as a whole; and, to
     the best of the Company's knowledge, other than as set forth or
     contemplated in the Prospectus no such proceedings are threatened or
     contemplated by governmental authorities or threatened by others;

                    (xiii) The Company is not and, after giving effect to the
     offering and sale of the Shares, will not be an "investment company" or an
     entity "controlled" by an "investment company", as such terms are defined
     in the Investment Company Act of 1940, as amended (the "Investment Company
     Act");

                    (xiv)  Deloitte & Touche, LLP who have certified certain
     financial statements of the Company and its subsidiaries, are independent
     public accountants as required by the Act and the rules and regulations of
     the Commission thereunder; and

                    (xv)   The Company and its subsidiaries have filed all
     federal, state and foreign tax returns which they are required to file
     under all applicable laws and regulations; all such tax returns are
     complete and correct in all material respects and have been prepared in
     accordance with all applicable laws and regulations in all material
     respects; and the Company and its subsidiaries have paid all taxes and
     assessments due and owing by them; each of the Company's subsidiaries has
     made a valid election under Section 1362 of the Internal Revenue Code of
     1986, as amended (the "Code"), and any corresponding state or local tax
     provisions, to be an S corporation for each taxable year it was in
     existence (including the taxable year ending December 31, 1996), no such
     election has been terminated by any such subsidiary or otherwise in any
     taxable year subsequent to the year in which such election was made, and
     each such subsidiary has qualified as an S corporation under Section 362 of
     the Code, and any corresponding state or local tax provisions, throughout
     each such taxable year.

                                       5

<PAGE>
 
               (b)  Each of the Wests jointly and severally represents and
     warrants to, and agrees with, each of the Underwriters and the Company
     that:

                    (i)    All consents, approvals, authorizations and orders
     necessary for the execution and delivery by such West of this Agreement
     have been obtained; and such West has full right, power and authority to
     enter into this Agreement;

                    (ii)   During the period beginning from the date hereof and
     continuing to and including the date 180 days after the date of the
     Prospectus, such West will not offer, sell, contract to sell or otherwise
     dispose of any securities of the Company that are substantially similar to
     the Shares, including but not limited to any securities that are
     convertible into or exchangeable for, or that represent the right to
     receive, Stock or any such substantially similar securities, without your
     prior written consent;

                    (iii)  Such West will not, within 180 days after the date of
     the Prospectus, exercise any of his or her rights under the Registration
     Rights Agreement to be entered into among the Company, each of the Wests
     and certain other stockholders of the Company; provided that such West may
     exercise any such rights so long as such exercise does not, directly or
     indirectly, cause the Company to file with the Commission a registration
     statement in respect of any securities of the Company that are
     substantially similar to the Shares, including but not limited to any
     securities that are convertible into or exchangeable for, or that represent
     the right to receive, Stock or any such substantially similar securities;
     and

                    (iv)   Such West has not taken and will not take, directly
     or indirectly, any action which is designed to or which has constituted or
     which might reasonably be expected to cause or result in stabilization or
     manipulation of the price of any security of the Company to facilitate the
     sale or resale of the Shares.

          2.   Subject to the terms and conditions herein set forth, (a) the
     Company agrees to issue and sell to each of the Underwriters, and each of
     the Underwriters agrees, severally and not jointly, to purchase from the
     Company, at a purchase price per share of $_________ the number of Firm
     Shares set forth opposite the name of such Underwriter in Schedule I hereto
     and (b) in the event and to the extent that the Underwriters shall exercise
     the election to purchase Optional Shares as provided below, the Company
     agrees to issue and sell to each of the Underwriters, and each of the
     Underwriters agrees, severally and not jointly, to purchase from the
     Company, at the purchase price per share set forth in clause (a) of this
     Section 2, that portion of the number of Optional Shares as to which such
     election shall have been exercised (to be adjusted by you so as to
     eliminate fractional shares) determined by multiplying such number of
     Optional Shares by a fraction, the numerator of which is the maximum number
     of Optional Shares which such Underwriter is entitled to purchase as set
     forth opposite the name of such Underwriter in Schedule I hereto and the
     denominator of which is the maximum number of Optional Shares that all of
     the Underwriters are entitled to purchase hereunder.


                                       6

<PAGE>
 
          The Company hereby grants to the Underwriters the right to purchase at
their election up to 855,000 Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

          3.   Upon the authorization by you of the release of the Firm Shares,
     the several Underwriters propose to offer the Firm Shares for sale upon the
     terms and conditions set forth in the Prospectus.

          4.   (a)  Certificates in definitive form for the Shares to be
     purchased by each Underwriter hereunder, and in such authorized
     denominations and registered in such names as Goldman, Sachs & Co. may
     request upon at least forty-eight hours' prior notice to the Company, shall
     be delivered by or on behalf of the Company to Goldman, Sachs & Co., for
     the account of such Underwriter, against payment by or on behalf of such
     Underwriter of the purchase price therefor by wire transfer, payable to the
     order of the Company in federal (immediately available) funds.  The Company
     will cause the certificates representing the Shares to be made available
     for checking and packaging at least twenty-four hours prior to the Time of
     Delivery (as defined below) with respect thereto at the office of Goldman,
     Sachs & Co., 85 Broad Street, New York, New York 10004 (the "Designated
     Office").  The time and date of such delivery and payment shall be, with
     respect to the Firm Shares, 9:30 a.m., New York City time, on .__________,
     1996 or such other time and date as Goldman, Sachs & Co. and the Company
     may agree upon in writing, and, with respect to the Optional Shares, 9:30
     a.m., New York time, on the date specified by Goldman, Sachs & Co. in the
     written notice given by Goldman, Sachs & Co. of the Underwriters' election
     to purchase such Optional Shares, or such other time and date as Goldman,
     Sachs & Co. and the Company may agree upon in writing.  Such time and date
     for delivery of the Firm Shares is herein called the "First Time of
     Delivery", such time and date for delivery of the Optional Shares, if not
     the First Time of Delivery, is herein called the "Second Time of Delivery",
     and each such time and date for delivery is herein called a "Time of
     Delivery".


               (b)  The documents to be delivered at Time of Delivery by or on
     behalf of the parties hereto pursuant to Section 7 hereof, including the
     cross receipt for the Shares and any additional documents requested by the
     Underwriters pursuant to Section 7(i) hereof, will be delivered at the
     offices of Kirkland & Ellis, 153 East 53rd Street, New York, New York 10022
     (the "Closing Location"), and the Shares will be delivered at the
     Designated Office, all at such Time of Delivery. A meeting will be held at
     the Closing Location at .......p.m., New York City time, on the New York
     Business Day next preceding such Time of Delivery, at which meeting the
     final drafts of the documents to be delivered pursuant to the preceding
     sentence will be available for review by the parties hereto. For the
     purposes of this Section 4, "New York Business Day" shall mean each

                                       7

<PAGE>
 
     Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
     banking institutions in New York are generally authorized or obligated by
     law or executive order to close.

          5.   The Company agrees with each of the Underwriters:

               (a)  To prepare the Prospectus in a form approved by you and to
     file such Prospectus pursuant to Rule 424(b) under the Act not later than
     the Commission's close of business on the second business day following the
     execution and delivery of this Agreement, or, if applicable, such earlier
     time as may be required by Rule 430A(a)(3) under the Act; to make no
     further amendment or any supplement to the Registration Statement or
     Prospectus which shall be disapproved by you promptly after reasonable
     notice thereof; to advise you, promptly after it receives notice thereof,
     of the time when any amendment to the Registration Statement has been filed
     or becomes effective or any supplement to the Prospectus or any amended
     Prospectus has been filed and to furnish you with copies thereof; to advise
     you, promptly after it receives notice thereof, of the issuance by the
     Commission of any stop order or of any order preventing or suspending the
     use of any Preliminary Prospectus or prospectus, of the suspension of the
     qualification of the Shares for offering or sale in any jurisdiction, of
     the initiation or threatening of any proceeding for any such purpose, or of
     any request by the Commission for the amending or supplementing of the
     Registration Statement or Prospectus or for additional information; and, in
     the event of the issuance of any stop order or of any order preventing or
     suspending the use of any Preliminary Prospectus or prospectus or
     suspending any such qualification, promptly to use its best efforts to
     obtain the withdrawal of such order;

               (b)  Promptly from time to time to take such action as you may
     reasonably request to qualify the Shares for offering and sale under the
     securities laws of such jurisdictions as you may request and to comply with
     such laws so as to permit the continuance of sales and dealings therein in
     such jurisdictions for as long as may be necessary to complete the
     distribution of the Shares, provided that in connection therewith the
     Company shall not be required to qualify as a foreign corporation or to
     file a general consent to service of process in any jurisdiction;

               (c)  Prior to 10:00 a.m., New York City time, on the New York
     Business Day next succeeding the date of this Agreement and from time to
     time, to furnish the Underwriters with copies of the Prospectus in New York
     City in such quantities as you may reasonably request, and, if the delivery
     of a prospectus is required at any time prior to the expiration of nine
     months after the time of issue of the Prospectus in connection with the
     offering or sale of the Shares and if at such time any event shall have
     occurred as a result of which the Prospectus as then amended or
     supplemented would include an untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made when
     such Prospectus is delivered, not misleading, or, if for any other reason
     it shall be necessary during such period to amend or supplement the
     Prospectus in order to comply with the Act, to notify you and upon your
     request to prepare and furnish without charge to each Underwriter and to
     any dealer in securities as many copies as you may from time

                                       8

<PAGE>
 
     to time reasonably request of an amended Prospectus or a supplement to the
     Prospectus which will correct such statement or omission or effect such
     compliance, and in case any Underwriter is required to deliver a prospectus
     in connection with sales of any of the Shares at any time nine months or
     more after the time of issue of the Prospectus, upon your request but at
     the expense of such Underwriter, to prepare and deliver to such Underwriter
     as many copies as you may request of an amended or supplemented Prospectus
     complying with Section 10(a)(3) of the Act;

               (d)  To make generally available to its securityholders as soon
     as practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)
     under the Act), an earnings statement of the Company and its subsidiaries
     (which need not be audited) complying with Section 11(a) of the Act and the
     rules and regulations thereunder (including, at the option of the Company,
     Rule 158);

               (e)  During the period beginning from the date hereof and
     continuing to and including the date 180 days after the date of the
     Prospectus, not to offer, sell, contract to sell or otherwise dispose of,
     except as provided hereunder, any securities of the Company that are
     substantially similar to the Shares, including but not limited to any
     securities that are convertible into or exchangeable for, or that represent
     the right to receive, Stock or any such substantially similar securities
     (other than pursuant to employee stock option plans existing on, or upon
     the conversion or exchange of convertible or exchangeable securities
     outstanding as of, the date of this Agreement), without your prior written
     consent;

               (f)  During a period of three years from the effective date of
     the Registration Statement, to furnish to you copies of all reports or
     other communications (financial or other) furnished to stockholders, and to
     deliver to you (i) as soon as they are available, copies of any reports and
     financial statements furnished to or filed with the Commission or any
     national securities exchange on which any class of securities of the
     Company is listed; and (ii) such additional publicly disclosed information
     concerning the business and financial condition of the Company as you may
     from time to time reasonably request (such financial statements to be on a
     consolidated basis to the extent the accounts of the Company and its
     subsidiaries are consolidated in reports furnished to its stockholders
     generally or to the Commission);

               (g)  To use the net proceeds received by it from the sale of the
     Shares pursuant to this Agreement in the manner specified in the Prospectus
     under the caption "Use of Proceeds";

               (h)  To use its reasonable best efforts to list, subject to
     notice of issuance, the Shares on the Nasdaq National Market ("NASDAQ");

               (i)  To file with the Commission such reports on Form SR as may
     be required by Rule 463 under the Act; and

                                       9

<PAGE>
 
               (j)  During the period beginning from the date hereof and
     continuing to and including the date 180 days after the date of the
     Prospectus, not to grant any options to purchase, or other rights to
     receive, Stock or any substantially similar securities, which options or
     rights are exercisable within such period or to accelerate the vesting
     schedule of any outstanding options to purchase, or other rights to
     receive, Stock or any substantially similar securities so that such options
     or rights would or could be exercisable within such period.

          6.   The Company covenants and agrees with the several Underwriters
     that the Company will pay or cause to be paid the following: (i) the fees,
     disbursements and expenses of the Company's counsel and accountants in
     connection with the registration of the Shares under the Act and all other
     expenses in connection with the preparation, printing and filing of the
     Registration Statement, any Preliminary Prospectus and the Prospectus and
     amendments and supplements thereto and the mailing and delivering of copies
     thereof to the Underwriters and dealers; (ii) the cost of printing or
     producing any Agreement among Underwriters, this Agreement, the Blue Sky
     Memorandum, closing documents (including compilations thereof) and any
     other documents in connection with the offering, purchase, sale and
     delivery of the Shares; (iii) all expenses in connection with the
     qualification of the Shares for offering and sale under state securities
     laws as provided in Section 5(b) hereof, including the fees and
     disbursements of counsel for the Underwriters in connection with such
     qualification and in connection with the Blue Sky survey; (iv) all fees and
     expenses in connection with listing the Shares on NASDAQ; (v) the filing
     fees incident to securing any required review by the National Association
     of Securities Dealers, Inc. of the terms of the sale of the Shares; (vi)
     the cost of preparing stock certificates; (vii) the cost and charges of any
     transfer agent or registrar; and (viii) all other costs and expenses
     incident to the performance of its obligations hereunder which are not
     otherwise specifically provided for in this Section.  It is understood,
     however, that, except as provided in this Section, and Sections 8 and 11
     hereof, the Underwriters will pay all of their own costs and expenses,
     including the fees, disbursements and expenses of their counsel, stock
     transfer taxes on resale of any of the Shares by them, and any advertising
     expenses connected with any offers they may make.

          7.   The obligations of the Underwriters hereunder, as to the Shares
     to be delivered at each Time of Delivery, shall be subject, in their
     discretion, to the condition that all representations and warranties and
     other statements of the Company and of the Wests herein are, at and as of
     such Time of Delivery, true and correct, the condition that the Company and
     the Wests shall have performed all of its and their obligations hereunder
     theretofore to be performed, and the following additional conditions:

               (a)  The Prospectus shall have been filed with the Commission
     pursuant to Rule 424(b) within the applicable time period prescribed for
     such filing by the rules and regulations under the Act and in accordance
     with Section 5(a) hereof; if the Company elected to rely upon Rule 462(b),
     the Rule 462(b) Registration Statement shall have become effective by 10:00
     p.m., Washington, D.C. time, on the date of this Agreement; no stop order
     suspending the effectiveness of the Registration Statement or any part
     thereof shall have been issued and no proceeding for that purpose shall
     have been initiated or

                                      10

<PAGE>
 
     threatened by the Commission; and all requests for additional information
     on the part of the Commission shall have been complied with to your
     reasonable satisfaction;


               (b)  Kirkland & Ellis, counsel for the Underwriters, shall have
     furnished to you such opinion or opinions (a draft of each such opinion is
     attached as Annex II(a) hereto), dated such Time of Delivery, with respect
     to the matters covered in paragraphs (i), (ii), (vii) and (xi) of
     subsection (c) below as well as such other related matters as you may
     reasonably request, and such counsel shall have received such papers and
     information as they may reasonably request to enable them to pass upon such
     matters;

               (c)  ______________, counsel for the Company, shall have
     furnished to you their written opinion (a draft of each such opinion is
     attached as Annex II(b) hereto), dated such Time of Delivery, in form and
     substance satisfactory to you, to the effect that: [Apportionment of
     following opinions between Erickson & Sederstrom, Willkie, Farr & Gallagher
     and Hall, Dickler to be discussed.]

                    (i)    The Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of the State of
     Delaware, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Prospectus;

                    (ii)   The Company has an authorized capitalization as set
     forth in the Prospectus, and all of the issued shares of capital stock of
     the Company (including the Shares being delivered at such Time of Delivery)
     have been duly and validly authorized and issued and are fully paid and
     nonassessable; and the Shares conform in all material respects as to legal
     matters to the description of the Stock contained in the Prospectus under
     the caption "Description of Capital Stock";

                    (iii)  The Company has been duly qualified as a foreign
     corporation for the transaction of business and is in good standing under
     the laws of Virginia, Texas, Nebraska and New York, is subject to no
     material liability or disability by reason of failure to be so qualified in
     any such jurisdiction (such counsel being entitled to rely in respect of
     the opinion in this clause upon opinions of local counsel and in respect of
     matters of fact upon certificates of officers of the Company, provided that
     such counsel shall state that they believe that both you and they are
     justified in relying upon such opinions and certificates);

                    (iv)   Each Significant Subsidiary (as defined in Rule 1-
     02(w) of Regulation S-X and including for purposes of this Agreement any
     single subsidiaries which, taken in the aggregate, would constitute a
     Significant Subsidiary) of the Company has been duly incorporated and is
     validly existing as a corporation in good standing under the laws of its
     jurisdiction of incorporation; and all of the issued shares of capital
     stock of each such Significant Subsidiary have been duly and validly
     authorized and issued, are fully paid and non-assessable, and (except for
     directors' qualifying shares) are owned directly or indirectly by the
     Company, free and clear of all liens, encumbrances, equities or claims
     (such counsel being entitled to rely in respect of the opinion in this
     clause upon

                                      11

<PAGE>
 
     opinions of local counsel and in respect to matters of fact upon
     certificates of officers of the Company or its subsidiaries, provided that
     such counsel shall state that they believe that both you and they are
     justified in relying upon such opinions and certificates);

                    (v)    To the best of such counsel's knowledge and other
     than as set forth in the Prospectus, there are no legal or governmental
     proceedings pending to which the Company or any of its Significant
     Subsidiaries is a party or of which any property of the Company or any of
     its subsidiaries is the subject which, if determined adversely to the
     Company or any of its Significant Subsidiaries, would individually or in
     the aggregate have a material adverse effect on the consolidated financial
     position, stockholders' equity or results of operations of the Company and
     its Significant Subsidiaries; and, to the best of such counsel's knowledge,
     no such proceedings have been threatened or are contemplated by
     governmental authorities or threatened in writing by others;

                    (vi)   This Agreement has been duly authorized, executed and
     delivered by the Company;

                    (vii)  The issue and sale of the Shares being delivered at
     such Time of Delivery by the Company and the compliance by the Company with
     all of the provisions of this Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach or violation of any of the terms or provisions of, or constitute a
     default under, any of the documents filed as exhibits to the Registration
     Statement, nor will such action result in any violation of the provisions
     of the Restated Certificate of Incorporation or Restated By-laws of the
     Company or any United States Federal or New York State statute or any
     order, rule or regulation known to such counsel of any court or
     governmental agency or body having jurisdiction over the Company or any of
     its Significant Subsidiaries or any of their properties;

                    (viii) To the best knowledge of such counsel, no consent,
     approval, authorization, order, registration or qualification of or with
     any United States Federal or New York State court or governmental agency or
     body is required for the issue and sale of the Shares or the consummation
     by the Company of the transactions contemplated by this Agreement, except
     the registration under the Act of the Shares, and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     state securities or Blue Sky laws in connection with the purchase and
     distribution of the Shares by the Underwriters;

                    (ix)   The statements set forth in the Prospectus under the
     caption "Description of Capital Stock", insofar as they purport to
     constitute a summary of the terms of the Stock, and under the caption
     "Business--Regulation", insofar as they purport to describe the provisions
     of the laws and documents referred to therein, are accurate summaries in
     all material respects;


                                      12

<PAGE>
 
                    (x)    The Company is not an "investment company" or an
     entity "controlled" by an "investment company", as such terms are defined
     in the Investment Company Act;

                    (xi)   The Registration Statement and the Prospectus and any
     further amendments and supplements thereto made by the Company prior to
     such Time of Delivery (other than the financial statements and related
     schedules and the other financial data contained therein, as to which such
     counsel need express no opinion) appear on their face to have been
     appropriately responsive in all material respects to the applicable
     requirements of the Act and the rules thereunder.

               Such counsel shall state that, in connection with the preparation
of the Registration Statement it has participated in conferences with officers
and other representatives of the Company, representatives of the independent
certified public accountants of the Company and the Underwriters at which the
contents of the Registration Statement, the Prospectus and related matters were
discussed and, although such counsel has not undertaken to investigate or verify
independently, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus or any amendments or supplements thereto (except as
specified in subsection (ix) above), no facts have come to such counsel's
attention that would lead them to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the Company
prior to such Time of Delivery (other than the financial statements and related
schedules therein and other financial data therein, as to which such counsel
need express no opinion) contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that, as of its date, the
Prospectus or any further amendment or supplement thereto made by the Company
prior to such Time of Delivery (other than the financial statements and related
schedules therein and other financial data therein, as to which such counsel
need express no opinion) contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or
that, as of such Time of Delivery, either the Registration Statement or the
Prospectus or any further amendment or supplement thereto made by the Company
prior to such Time of Delivery (other than the financial statements and related
schedules therein and other financial data therein, as to which such counsel
need express no opinion) contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

                    (xii)  To the best of such counsel's knowledge, there are no
     contracts or other documents of a character required to be filed as an
     exhibit to the Registration Statement or required to be described in the
     Registration Statement or the Prospectus which are not filed or described
     as required.

               In rendering such opinions, such counsel may (a) rely as to
matters involving the application of laws other than the laws of the United
States and the laws of the State of New York, [the State of Nebraska] and the
General Corporation Law of the State of Delaware, to the extent such counsel
deems proper and to the extent specified in such opinion, if at all, upon an

                                      13

<PAGE>
 
opinion or opinions (reasonably satisfactory to Underwriters' counsel) of other
counsel reasonably acceptable to the Underwriters' counsel, familiar with the
applicable laws, and (b) may state that they express no opinion as to the laws
of any jurisdiction outside the United States.

           (d)   On the date of the Prospectus at a time prior to the execution
     of this Agreement, at 9:30 a.m., New York City time, on the effective date
     of any post-effective amendment to the Registration Statement filed
     subsequent to the date of this Agreement and also at each Time of Delivery,
     Deloitte & Touche, LLP shall have furnished to you a letter or letters,
     dated the respective dates of delivery thereof, in form and substance
     satisfactory to you, to the effect set forth in Annex I hereto (the
     executed copy of the letter delivered prior to the execution of this
     Agreement is attached as Annex I(a) hereto and a draft of the form of
     letter to be delivered on the effective date of any post-effective
     amendment to the Registration Statement and as of each Time of Delivery is
     attached as Annex I(b) hereto);

           (e)   (i) Neither the Company nor any of its subsidiaries shall have
     sustained since the date of the latest audited financial statements
     included in the Prospectus any loss or interference with its business from
     fire, explosion, flood or other calamity, whether or not covered by
     insurance, or from any labor dispute or court or governmental action, order
     or decree, otherwise than as set forth or contemplated in the Prospectus,
     and (ii) since the respective dates as of which information is given in the
     Prospectus there shall not have been any change in the capital stock or
     long-term debt of the Company or any of its subsidiaries or any change, or
     any development involving a prospective change, in or affecting the
     management, financial position, stockholders' equity or results of
     operations of the Company and its subsidiaries, otherwise than as set forth
     or contemplated in the Prospectus, the effect of which, in any such case
     described in Clause (i) or (ii), is in the judgment of the Representatives
     so material and adverse as to make it impracticable or inadvisable to
     proceed with the public offering or the delivery of the Shares being
     delivered at such Time of Delivery on the terms and in the manner
     contemplated in the Prospectus;

           (f)   On or after the date hereof there shall not have occurred any
     of the following: (i) a suspension or material limitation in trading in
     securities generally on NASDAQ; (ii) a suspension or material limitation in
     trading in the Company's securities on NASDAQ; (iii) a general moratorium
     on commercial banking activities declared by either Federal or New York
     State authorities; or (iv) the outbreak or escalation of hostilities
     involving the United States or the declaration by the United States of a
     national emergency or war, if the effect of any such event specified in
     this Clause (iv) in the judgment of the Representatives makes it
     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Shares being delivered at such Time of Delivery on the
     terms and in the manner contemplated in the Prospectus;

           (g)   The Shares to be sold at such Time of Delivery shall have been
     duly listed, subject to notice of issuance, on NASDAQ;

                                      14

<PAGE>
 
           (h)   The Company has obtained and delivered to the Underwriters
     executed copies of an agreement from each of the directors and officers of
     the Company (other than the Wests) substantially to the effect set forth in
     Subsection 5(e) hereof in form and substance satisfactory to you;

           (i)   The Company shall have furnished or caused to be furnished to
     you at such Time of Delivery certificates of officers of the Company
     satisfactory to you as to the accuracy of the representations and
     warranties of the Company herein at and as of such Time of Delivery, as to
     the performance by the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, as to the matters set forth
     in subsections (a), (e) and (j) of this Section and as to such other
     matters as you may reasonably request; and

           (j)   The reorganization of the Company and its subsidiaries
     contemplated in the Preliminary Prospectus shall have been consummated and
     completed in all respects.

       8.  (a)   The Company and each of the Wests, jointly and severally,
     will indemnify and hold harmless each Underwriter against any losses,
     claims, damages or liabilities, joint or several, to which such Underwriter
     may become subject, under the Act or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon an untrue statement or alleged untrue statement of a
     material fact contained in any Preliminary Prospectus, the Registration
     Statement or the Prospectus, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state in
     the Preliminary Prospectus or the Prospectus, or any amendment or
     supplement thereto, a material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading, or arise out of or are based
     upon the omission or alleged omission to state in the Registration
     Statement, or any amendment thereto, a material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     will reimburse each Underwriter for any legal or other expenses reasonably
     incurred by such Underwriter in connection with investigating or defending
     any such action or claim as such expenses are incurred; provided, however,
     that the Company and the Wests shall not be liable in any such case to the
     extent that any such loss, claim, damage or liability arises out of or is
     based upon an untrue statement or alleged untrue statement or omission or
     alleged omission made in any Preliminary Prospectus, the Registration
     Statement or the Prospectus or any such amendment or supplement in reliance
     upon and in conformity with written information furnished to the Company by
     any Underwriter through Goldman, Sachs & Co. expressly for use therein; and
     provided, further, that the liability of the Wests shall not exceed the
     Proceeds (as defined in Section 8(f) below) received by the Wests.
     Notwithstanding the foregoing, and without limiting in any way the ability
     of any Underwriter to commence an action or proceeding against the Wests on
     a joint and several basis, the Wests shall not be required to make payment
     of any amount pursuant to the indemnity contained in this subsection (a) to
     any Underwriter unless and until the Company has failed to pay any amount
     owed to such Underwriter under the indemnity contained in this subsection
     (a) within 20 business days after the earlier to occur 


                                      15

<PAGE>
 
     of (i) a written demand by the Underwriters on the Company for payment by
     the Company of such amount and receipt thereof by the Company, or (ii)
     entry of a final judgment by a court of competent jurisdiction, from which
     the time period for filing an appeal has expired, against the Company
     providing for payment to the Underwriters of such amount; provided,
     however, that after any Insolvency Event (as hereinafter defined) the Wests
     shall be liable in accordance with this subsection (a) without regard to
     the provisions set forth in this subsection (a). For purposes of this
     subsection (a), an "Insolvency Event" shall have occurred when the Company
     has commenced a voluntary proceeding, under any applicable Federal or state
     bankruptcy, insolvency, reorganization or other similar law, or other
     proceeding to be adjudicated a bankrupt or insolvent, or otherwise
     consented to the entry of a decree or order for relief in respect of the
     Company in any involuntary proceeding or to the commencement of any similar
     proceeding against it, or had entered against it any decree or order for
     relief in any such involuntary proceeding or adjudging the Company a
     bankrupt or insolvent or appointing a custodian, receiver or similar
     official of the Company, or of any substantial part of its property, or had
     any such party appointed or take possession thereof, or made any assignment
     for the benefit of creditors, or taken any corporate action to authorize
     any of the foregoing actions.


           (b)   Each Underwriter will indemnify and hold harmless the Company
     and each West against any losses, claims, damages or liabilities to which
     the Company or such West may become subject, under the Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in any Preliminary
     Prospectus, the Registration Statement or the Prospectus, or any amendment
     or supplement thereto, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made (if made in the Preliminary
     Prospectus or the Prospectus), not misleading, in each case to the extent,
     but only to the extent, that such untrue statement or alleged untrue
     statement or omission or alleged omission was made in any Preliminary
     Prospectus, the Registration Statement or the Prospectus or any such
     amendment or supplement in reliance upon and in conformity with written
     information furnished to the Company by such Underwriter through Goldman,
     Sachs & Co. expressly for use therein; and will reimburse the Company and
     each West for any legal or other expenses reasonably incurred by the
     Company or such West in connection with investigating or defending any such
     action or claim as such expenses are incurred.

           (c)   Promptly after receipt by an indemnified party under subsection
     (a) or (b) above of notice of the commencement of any action, such
     indemnified party shall, if a claim in respect thereof is to be made
     against the indemnifying party under such subsection, notify the
     indemnifying party in writing of the commencement thereof; but the omission
     so to notify the indemnifying party shall not relieve it from any liability
     which it may have to any indemnified party otherwise than under such
     subsection. In case any such action shall be brought against any
     indemnified party and it shall notify the indemnifying party of the
     commencement thereof, the indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party


                                      16

<PAGE>
 
     similarly notified, to assume the defense thereof, with counsel
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party),
     and, after notice from the indemnifying party to such indemnified party of
     its election so to assume the defense thereof, the indemnifying party shall
     not be liable to such indemnified party under such subsection for any legal
     expenses of other counsel or any other expenses, in each case subsequently
     incurred by such indemnified party, in connection with the defense thereof
     other than reasonable costs of investigation. No indemnifying party shall,
     without the written consent of the indemnified party, effect the settlement
     or compromise of, or consent to the entry of any judgment with respect to,
     any pending or threatened action or claim in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified party is an actual or potential party to such action or claim)
     unless such settlement, compromise or judgment (i) includes an
     unconditional release of the indemnified party from all liability arising
     out of such action or claim and (ii) does not include a statement as to or
     an admission of fault, culpability or a failure to act, by or on behalf of
     any indemnified party.

           (d)   If the indemnification provided for in this Section 8 is
     unavailable to or insufficient to hold harmless an indemnified party under
     subsection (a) or (b) above in respect of any losses, claims, damages or
     liabilities (or actions in respect thereof) referred to therein, then each
     indemnifying party shall contribute to the amount paid or payable by such
     indemnified party as a result of such losses, claims, damages or
     liabilities (or actions in respect thereof) in such proportion as is
     appropriate to reflect the relative benefits received by the Company and
     the Wests on the one hand and the Underwriters on the other from the
     offering of the Shares.  If, however, the allocation provided by the
     immediately preceding sentence is not permitted by applicable law or if the
     indemnified party failed to give the notice required under subsection (c)
     above, then each indemnifying party shall contribute to such amount paid or
     payable by such indemnified party in such proportion as is appropriate to
     reflect not only such relative benefits but also the relative fault of the
     Company and the Wests on the one hand and the Underwriters on the other in
     connection with the statements or omissions which resulted in such losses,
     claims, damages or liabilities (or actions in respect thereof), as well as
     any other relevant equitable considerations.  The relative benefits
     received by the Company and the Wests on the one hand and the Underwriters
     on the other shall be deemed to be in the same proportion as the total net
     proceeds from the offering of the Shares purchased under this Agreement
     (before deducting expenses) received by the Company bear to the total
     underwriting discounts and commissions received by the Underwriters with
     respect to the Shares purchased under this Agreement, in each case as set
     forth in the table on the cover page of the Prospectus. The relative fault
     shall be determined by reference to, among other things, whether the untrue
     or alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Company or the Wests on the one hand or the Underwriters on the other and
     the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such statement or omission.  The Company,
     each of the Wests and the Underwriters agree that it would not be just and
     equitable if contributions pursuant to this subsection (d) were determined
     by 


                                      17

<PAGE>
 
     pro rata allocation (even if the Underwriters were treated as one entity
     for such purpose) or by any other method of allocation which does not take
     account of the equitable considerations referred to above in this
     subsection (d).  The amount paid or payable by an indemnified party as a
     result of the losses, claims, damages or liabilities (or actions in respect
     thereof) referred to above in this subsection (d) shall be deemed to
     include any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any such action or
     claim.  Notwithstanding the provisions of this subsection (d), no
     Underwriter shall be required to contribute any amount in excess of the
     amount by which the total price at which the Shares underwritten by it and
     distributed to the public were offered to the public exceeds the amount of
     any damages which such Underwriter has otherwise been required to pay by
     reason of such untrue or alleged untrue statement or omission or alleged
     omission.  No person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation.  The
     Underwriters' obligations in this subsection (d) to contribute are several
     in proportion to their respective underwriting obligations and not joint.

           (e)   The obligations of the Company and the Wests under this Section
     8 shall be in addition to any liability which the Company and the
     respective Wests may otherwise have and shall extend, upon the same terms
     and conditions, to each person, if any, who controls any Underwriter within
     the meaning of the Act; and the obligations of the Underwriters under this
     Section 8 shall be in addition to any liability which the respective
     Underwriters may otherwise have and shall extend, upon the same terms and
     conditions, to each officer and director of the Company (including any
     person who, with his or her consent, is named in the Registration Statement
     as about to become a director of the Company) and to each person, if any,
     who controls the Company within the meaning of the Act.

           (f)   For purposes of this Agreement, "Proceeds" shall mean, with
     respect to any person, the portion of the distributions received by such
     person in excess of such person's pro rata share of $_____ [the total
     available cash of the Company used to pay the Stockholders Notes (as
     defined in the Prospectus)], whether directly or indirectly, whether in the
     form of cash or note(s), and whether at or prior to any Time of Delivery,
     in connection with the reorganization of the Company and its subsidiaries
     described in the Prospectus under the caption "Reorganization and
     Termination of S Corporation Status."

       9.  (a)   If any Underwriter shall default in its obligation to
     purchase the Shares which it has agreed to purchase hereunder at a Time of
     Delivery, you may in your discretion arrange for you or another party or
     other parties to purchase such Shares on the terms contained herein.  If
     within thirty-six hours after such default by any Underwriter you do not
     arrange for the purchase of such Shares, then the Company shall be entitled
     to a further period of thirty-six hours within which to procure another
     party or other parties satisfactory to you to purchase such Shares on such
     terms.  In the event that, within the respective prescribed periods, you
     notify the Company that you have so arranged for the purchase of such
     Shares, or the Company notifies you that it has so arranged for the
     purchase of such Shares, you or the Company shall have the right to
     postpone such Time 


                                      18

<PAGE>
 
     of Delivery for a period of not more than seven days, in order to effect
     whatever changes may thereby be made necessary in the Registration
     Statement or the Prospectus, or in any other documents or arrangements, and
     the Company agrees to file promptly any amendments to the Registration
     Statement or the Prospectus which in your opinion may thereby be made
     necessary. The term "Underwriter" as used in this Agreement shall include
     any person substituted under this Section with like effect as if such
     person had originally been a party to this Agreement with respect to such
     Shares.


           (b)   If, after giving effect to any arrangements for the purchase of
     the Shares of a defaulting Underwriter or Underwriters by you and the
     Company as provided in subsection (a) above, the aggregate number of such
     Shares which remains unpurchased does not exceed one-eleventh of the
     aggregate number of all the Shares to be purchased at such Time of
     Delivery, then the Company shall have the right to require each non-
     defaulting Underwriter to purchase the number of Shares which such
     Underwriter agreed to purchase hereunder at such Time of Delivery and, in
     addition, to require each non-defaulting Underwriter to purchase its pro
     rata share (based on the number of Shares which such Underwriter agreed to
     purchase hereunder) of the Shares of such defaulting Underwriter or
     Underwriters for which such arrangements have not been made; but nothing
     herein shall relieve a defaulting Underwriter from liability for its
     default.

           (c)   If, after giving effect to any arrangements for the purchase of
     the Shares of a defaulting Underwriter or Underwriters by you and the
     Company as provided in subsection (a) above, the aggregate number of such
     Shares which remains unpurchased exceeds one-eleventh of the aggregate
     number of all the Shares to be purchased at such Time of Delivery, or if
     the Company shall not exercise the right described in subsection (b) above
     to require non-defaulting Underwriters to purchase Shares of a defaulting
     Underwriter or Underwriters, then this Agreement (or, with respect to the
     Second Time of Delivery, the obligations of the Underwriters to purchase
     and of the Company to sell the Optional Shares) shall thereupon terminate,
     without liability on the part of any non-defaulting Underwriter or the
     Company, except for the expenses to be borne by the Company and the
     Underwriters as provided in Section 6 hereof and the indemnity and
     contribution agreements in Section 8 hereof; but nothing herein shall
     relieve a defaulting Underwriter from liability for its default.

       10. The respective indemnities, agreements, representations,
     warranties and other statements of the Company, the Wests and the several
     Underwriters, as set forth in this Agreement or made by or on behalf of
     them, respectively, pursuant to this Agreement, shall remain in full force
     and effect, regardless of any investigation (or any statement as to the
     results thereof) made by or on behalf of any Underwriter or any controlling
     person of any Underwriter, or the Company, or either of the Wests, or any
     officer or director or controlling person of the Company, and shall survive
     delivery of and payment for the Shares.

       11. If this Agreement shall be terminated pursuant to Section 9
     hereof, neither the Company nor the Wests shall then be under any liability
     to any Underwriter except as provided in Sections 6 and 8 hereof; but, if
     for any other reason, any Shares are not 


                                      19

<PAGE>
 
     delivered by or on behalf of the Company as provided herein, the Company
     will reimburse the Underwriters through you for all out-of-pocket expenses
     approved in writing by you, including fees and disbursements of counsel,
     reasonably incurred by the Underwriters in making preparations for the
     purchase, sale and delivery of the Shares not so delivered, but the Company
     shall then be under no further liability to any Underwriter in respect of
     the Shares not so delivered except as provided in Sections 6 and 8 hereof.

           12.   In all dealings hereunder, you shall act on behalf of each of
     the Underwriters, and the parties hereto shall be entitled to act and rely
     upon any statement, request, notice or agreement on behalf of any
     Underwriter made or given by you jointly or by Goldman, Sachs & Co. on
     behalf of you as the representatives.

       All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; if to the Wests shall be delivered or sent by mail, telex or
facsimile transmission to __________; and if to the Company shall be delivered
or sent by mail, telex or facsimile transmission to the address of the Company
set forth in the Registration Statement, Attention: Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall
be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company or the Wests by you upon request. Any such statements, requests, notices
or agreements shall take effect at the time of receipt thereof.

           13.   This Agreement shall be binding upon, and inure solely to the
     benefit of, the Underwriters, the Company and the Wests and, to the extent
     provided in Sections 8 and 10 hereof, the officers and directors of the
     Company and each person who controls the Company or any Underwriter, and
     their respective heirs, executors, administrators, successors and assigns,
     and no other person shall acquire or have any right under or by virtue of
     this Agreement.  No purchaser of any of the Shares from any Underwriter
     shall be deemed a successor or assign by reason merely of such purchase.

           14.   Time shall be of the essence of this Agreement. As used herein,
     the term "business day" shall mean any day when the Commission's office in
     Washington, D.C. is open for business.

           15.   This Agreement shall be governed by and construed in accordance
     with the laws of the State of New York.

           16.   This Agreement may be executed by any one or more of the
     parties hereto in any number of counterparts, each of which shall be deemed
     to be an original, but all such counterparts shall together constitute one
     and the same instrument.


                                      20

<PAGE>
 
                 If the foregoing is in accordance with your understanding,
     please sign and return to us six counterparts hereof, and upon the
     acceptance hereof by you, on behalf of each of the Underwriters, this
     letter and such acceptance hereof shall constitute a binding agreement
     between each of the Underwriters, the Company and each of the Wests. It is
     understood that your acceptance of this letter on behalf of each of the
     Underwriters is pursuant to the authority set forth in a form of Agreement
     among Underwriters, the form of which shall be submitted to the Company and
     the Wests for examination upon request, but without warranty on your part
     as to the authority of the signers thereof.

                                       Very truly yours,                 
                                                                         
                                       West TeleServices Corporation     
                                                                         
                                       By:_____________________________  
                                                                         
                                            Name:                             
                                            Title:                            
                                                                         
                                       ________________________________  
                                       Gary L. West                      
                                                                         
                                       _________________________________ 
                                       Mary A. West                      
                                                                         
Accepted as of the date hereof:    

Goldman, Sachs & Co.
Salomon Brothers Inc
Smith Barney Inc.

By: ________________________________

         (Goldman, Sachs & Co.)

On behalf of each of the Underwriters


                                      21

<PAGE>
 
                                  SCHEDULE I



                                                        Number of Optional 
                                                           Shares to be    
                                       Total Number of     Purchased if    
                                         Firm Shares      Maximum Option   
            Underwriter                to Be Purchased      Exercised      
            -----------                ---------------  ------------------ 

Goldman, Sachs & Co. ................

Salomon Brothers Inc.................

Smith Barney Inc.....................

[Names of other Managers]............
 
                Total................

<PAGE>
 
                                                                         ANNEX I
                                                                         -------

     Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

         (i)     They are independent certified public accountants with respect
     to the Company and its subsidiaries within the meaning of the Act and the
     applicable published rules and regulations thereunder;

         (ii)    In their opinion, the financial statements and any
     supplementary financial information and schedules (and, if applicable,
     financial forecasts and/or pro forma financial information) examined by
     them and included in the Prospectus or the Registration Statement comply as
     to form in all material respects with the applicable accounting
     requirements of the Act and the related published rules and regulations
     thereunder; and, if applicable, they have made a review in accordance with
     standards established by the American Institute of Certified Public
     Accountants of the unaudited consolidated interim financial statements,
     selected financial data, pro forma financial information, financial
     forecasts and/or condensed financial statements derived from audited
     financial statements of the Company for the periods specified in such
     letter, as indicated in their reports thereon, copies of which have been
     furnished to the representatives of the Underwriters (the
     "Representatives") and are attached hereto;

          (iii)  They have made a review in accordance with standards
     established by the American Institute of Certified Public Accountants of
     the unaudited condensed consolidated statements of income, consolidated
     balance sheets and consolidated statements of cash flows included in the
     Prospectus as indicated in their reports thereon copies of which are
     attached hereto and on the basis of specified procedures including
     inquiries of officials of the Company who have responsibility for financial
     and accounting matters regarding whether the unaudited condensed
     consolidated financial statements referred to in paragraph (vi)(A)(i) below
     comply as to form in all material respects with the applicable accounting
     requirements of the Act and the related published rules and regulations,
     nothing came to their attention that caused them to believe that the
     unaudited condensed consolidated financial statements do not comply as to
     form in all material respects with the applicable accounting requirements
     of the Act and the related published rules and regulations;

          (iv)   The unaudited selected financial information with respect to
     the consolidated results of operations and financial position of the
     Company for the five most recent fiscal years included in the Prospectus
     agrees with the corresponding amounts (after restatements where applicable)
     in the audited consolidated financial statements for such five fiscal
     years;

          (v)    They have compared the information in the Prospectus under
     selected captions with the disclosure requirements of Regulation S-K and on
     the basis of limited procedures specified in such letter nothing came to
     their attention as a result of the 

<PAGE>
 
     foregoing procedures that caused them to believe that this information does
     not conform in all material respects with the disclosure requirements of
     Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;

          (vi)   On the basis of limited procedures, not constituting an
     examination in accordance with generally accepted auditing standards,
     consisting of a reading of the unaudited financial statements and other
     information referred to below, a reading of the latest available interim
     financial statements of the Company and its subsidiaries, inspection of the
     minute books of the Company and its subsidiaries since the date of the
     latest audited financial statements included in the Prospectus, inquiries
     of officials of the Company and its subsidiaries responsible for financial
     and accounting matters and such other inquiries and procedures as may be
     specified in such letter, nothing came to their attention that caused them
     to believe that:

          (A)    (i) the unaudited consolidated statements of income,
          consolidated balance sheets and consolidated statements of cash flows
          included in the Prospectus do not comply as to form in all material
          respects with the applicable accounting requirements of the Act and
          the related published rules and regulations, or (ii) any material
          modifications should be made to the unaudited condensed consolidated
          statements of income, consolidated balance sheets and consolidated
          statements of cash flows included in the Prospectus for them to be in
          conformity with generally accepted accounting principles;

          (B)    any other unaudited income statement data and balance sheet
          items included in the Prospectus do not agree with the corresponding
          items in the unaudited consolidated financial statements from which
          such data and items were derived, and any such unaudited data and
          items were not determined on a basis substantially consistent with the
          basis for the corresponding amounts in the audited consolidated
          financial statements included in the Prospectus;

          (C)    the unaudited financial statements which were not included in
          the Prospectus but from which were derived any unaudited condensed
          financial statements referred to in Clause (A) and any unaudited
          income statement data and balance sheet items included in the
          Prospectus and referred to in Clause (B) were not determined on a
          basis substantially consistent with the basis for the audited
          consolidated financial statements included in the Prospectus;

          (D)    any unaudited pro forma consolidated condensed financial
          statements included in the Prospectus do not comply as to form in all
          material respects with the applicable accounting requirements of the
          Act and the published rules and regulations thereunder or the pro
          forma adjustments have not been properly applied to the historical
          amounts in the compilation of those statements;

          (E)    as of a specified date not more than five days prior to the
          date of such letter, there have been any changes in the consolidated
          capital stock (other than issuances of capital stock upon exercise of
          options and stock appreciation rights, 


                                       2

<PAGE>
 
          upon earn-outs of performance shares and upon conversions of
          convertible securities, in each case which were outstanding on the
          date of the latest financial statements included in the Prospectus) or
          any increase in the consolidated long-term debt of the Company and its
          subsidiaries, or any decreases in consolidated net current assets or
          stockholders' equity or other items specified by the Representatives,
          or any increases in any items specified by the Representatives, in
          each case as compared with amounts shown in the latest balance sheet
          included in the Prospectus, except in each case for changes, increases
          or decreases which the Prospectus discloses have occurred or may occur
          or which are described in such letter; and

          (F)    for the period from the date of the latest financial statements
          included in the Prospectus to the specified date referred to in Clause
          (E) there were any decreases in consolidated net revenues or operating
          profit or the total or per share amounts of consolidated net income or
          other items specified by the Representatives, or any increases in any
          items specified by the Representatives, in each case as compared with
          the comparable period of the preceding year and with any other period
          of corresponding length specified by the Representatives, except in
          each case for decreases or increases which the Prospectus discloses
          have occurred or may occur or which are described in such letter; and

          (vii)  In addition to the examination referred to in their report(s)
    included in the Prospectus and the limited procedures, inspection of minute
    books, inquiries and other procedures referred to in paragraphs (iii) and
    (vi) above, they have carried out certain specified procedures, not
    constituting an examination in accordance with generally accepted auditing
    standards, with respect to certain amounts, percentages and financial
    information specified by the Representatives, which are derived from the
    general accounting records of the Company and its subsidiaries, which appear
    in the Prospectus, or in Part II of, or in exhibits and schedules to, the
    Registration Statement specified by the Representatives, and have compared
    certain of such amounts, percentages and financial information with the
    accounting records of the Company and its subsidiaries and have found them
    to be in agreement.


                                       3



<PAGE>
 
                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         WEST TELESERVICES CORPORATION


          WEST TELESERVICES CORPORATION, a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

          1.  The name of the corporation is West TeleServices Corporation.
West TeleServices Corporation was originally incorporated under the name West
InfoServices, Inc., and the original Certificate of Incorporation of the
corporation was filed with the Secretary of State of the State of Delaware on
February 22, 1994.

          2.  Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation further
restates and integrates and further amends the provisions of the Certificate of
Incorporation of this corporation.

          3.  This Restated Certificate of Incorporation was duly adopted by the
written consent of the Board of Directors of the corporation and by the written
consent of the stockholders of the corporation in accordance with the applicable
provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of
the State of Delaware.

          4.  The text of the Certificate of Incorporation of the corporation is
hereby restated
 and further amended to read in its entirety as follows:


                                   ARTICLE I

          The name of the Corporation (the "Corporation") is: West TeleServices
Corporation.


                                   ARTICLE II

          The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, Delaware 19801.  The name of the registered
agent at such address is The Corporation Trust Company.

<PAGE>
 
                                  ARTICLE III

          The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.


                                   ARTICLE IV

          1.  The total number of shares which the Corporation shall have the
authority to issue is 210,000,000 shares, which shall consist of (i) 200,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock"), and (ii)
10,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred
Stock").

          2.  The Preferred Stock may be issued from time to time as herein
provided in one or more series.  The designations, relative rights, preferences
and limitations of the Preferred Stock, and particularly of the shares of each
series thereof, may, to the extent permitted by law, be similar to or differ
from those of any other series.  The Board of Directors of the Corporation is
hereby expressly granted authority, subject to the provisions of this Article
IV, to fix, from time to time before issuance thereof, the number of shares in
each series and all designations, relative rights, preferences and limitations
of the shares in each such series, including, but without limiting the
generality of the foregoing, the following:

          (a) the designation of the series and the number of shares to
constitute each series;

          (b) the dividend rate on the shares of each series, any conditions on
which and times at which dividends are payable, whether dividends shall be
cumulative, and the preference or relation (if any) with respect to such
dividends (including preferences over dividends on the Common Stock or any other
class or classes);

          (c) whether the series will be redeemable (at the option of the
Corporation or the holders of such shares or both, or upon the happening of a
specified event) and, if so, the redemption prices and the conditions and times
upon which redemption may take place and whether for cash, property or rights,
including securities of the Corporation or another Corporation;

          (d) the terms and amount of any sinking, retirement or purchase fund;

          (e) the conversion or exchange rights (at the option of the
Corporation or the holders of such shares or both, or upon the 


                                      -2-

<PAGE>
 
happening of a specified event), if any, including the conversion or exchange
price and other terms of conversion or exchange;

          (f) the voting rights, if any (other than any voting rights that the
Preferred Stock may have as a matter of law);

          (g) any restrictions on the issue or reissue or sale of additional
Preferred Stock;

          (h) the rights of the holders upon voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation
(including preferences over the Common Stock or any other class or classes or
series of stock);

          (i) the preemptive rights, if any, to subscribe to additional issues
of stock or securities of the Corporation; and

          (j) such other special rights and privileges, if any, for the benefit
of the holders of the Preferred Stock, as shall not be inconsistent with
provisions of this Restated Certificate of Incorporation.

          All shares of Preferred Stock of the same series shall be identical in
all respects, except that shares of any one series issued at different times may
differ as to dates, if any, from which dividends thereon may accumulate.  All
shares of Preferred Stock of all series shall be of equal rank and shall be
identical in all respects except that any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs 2(a) to
2(j) inclusive above.

                                   ARTICLE V

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.  The number of directors of the
Corporation shall be as from time to time fixed by, or in the manner provided
in, the by-laws of the Corporation.  Upon effectiveness of this Restated
Certificate of Incorporation, the directors shall be divided into three classes,
designated Class I, Class II and Class III.  Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors.  The term of the initial Class I directors shall
terminate on the date of the 1997 annual meeting of stockholders; the term of
the initial Class II directors shall terminate on the date of the 1998 annual
meeting of stockholders; and the term of the initial Class III directors shall
terminate on the date of the 1999 annual meeting of stockholders.  At each
annual meeting of stockholders beginning in 1997, successors to the class of
directors whose term expires at that annual meeting shall be elected for a
three-year term.  If the number of directors is changed, any increase or
decrease shall be apportioned among the 


                                      -3-

<PAGE>
 
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional directors of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any director may be removed from the Board of Directors,
with or without cause, by the holders of a majority of the shares of capital
stock entitled to vote, either by written consent or consents or at any special
meeting of the stockholders called for that purpose, and the office of such
director shall forthwith become vacant. Any vacancy on the Board of Directors,
howsoever resulting, may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.

          Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation or the resolution or
resolutions adopted by the Board of Directors pursuant to Article IV applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to this Article V unless expressly provided by such terms.

                                   ARTICLE VI

          In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the by-laws of the Corporation.

                                  ARTICLE VII

          1.  Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.

          2.  Meetings of stockholders may be held at such place either within
or without the State of Delaware, as may be designated by or in the manner
provided by the by-laws.  The books of the Corporation may be kept (subject to
any provision contained in the statutes of the State of Delaware) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the by-laws of the Corporation.


                                      -4-

<PAGE>
 
                                  ARTICLE VIII

          The Corporation shall indemnify each person who is or was a director
or officer of the Corporation (including the heirs, executors, administrators or
estate of such person) or is or was serving at the request of the Corporation as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted under
subsections 145(a), (b) and (c) of the Delaware General Corporation Law or any
successor statute.

          The indemnification provided by this Article VIII shall not be deemed
exclusive of any other rights to which any of those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                   ARTICLE IX

          A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.  If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article IX to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any amendment, repeal or modification of this Article IX shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such amendment,
repeal or modification.

                                   ARTICLE X

          The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by the laws of the State of Delaware and may
add additional provisions authorized by such laws as are then in force.  All
rights conferred upon the directors or stockholders of the Corporation herein or
in any amendment hereof are granted subject to this reservation.


                                      -5-

<PAGE>
 
          IN WITNESS WHEREOF, West TeleServices Corporation has caused this
Restated Certificate of Incorporation to be signed by Troy L. Eaden, its Chief
Executive Officer, as of this 12th day of November 1996.

                              WEST TELESERVICES CORPORATION




                              By:  /s/ Troy L. Eaden
                                   ------------------------       
                                  Troy L. Eaden





                                      -6-



<PAGE>
 

                                                                    Exhibit 3.02

                         WEST TELESERVICES CORPORATION

                               RESTATED BY-LAWS


                                   ARTICLE I

                                    OFFICES.

     The registered office of the Corporation in Delaware shall be at 1209
Orange Street in the City of Wilmington, County of New Castle, in the State of
Delaware, and The Corporation Trust Company shall be the resident agent of this
Corporation in charge thereof.  The Corporation may also have such other offices
at such other places, within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the Corporation may
require.


                                  ARTICLE II

                                 STOCKHOLDERS.

     Section 1.  Annual Meeting:  The annual meeting of stockholders for the
                 --------------                                             
election of directors and the transaction of any other business shall be held on
the first Monday in June of each year, or on such other date as shall be
determined by the Board of Directors, in such city and state and at such time
and place as may be designated by the Board of Directors, and set forth in the
notice of such meeting.  If said day be a legal holiday, said meeting shall be
held on the next succeeding business day.  At the annual meeting any business
may be transacted and any corporate action may be taken, whether stated in the
notice of meeting or not, except as
 otherwise expressly provided by statute or
the Restated Certificate of Incorporation.

     Section 2.  Special Meetings:  Special meetings of the stockholders for any
                 ----------------                                               
purpose may be called at any time by the Board of Directors, the Chief Executive
Officer or the President.  Special meetings shall be held at such place or
places within or without the State of Delaware as shall from time to time be
designated by the Board of Directors and stated in the notice of such meeting.
At a special meeting no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.

     Section 3.  Notice of Meetings:  Written notice of the time and place of
                 ------------------                                          
any stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address as the same appears upon the records of the
Corporation at least ten (10) days but not more than sixty (60) days before the
day of the meeting.  Notice of any adjourned meeting need not be given other
than by announcement at the 

<PAGE>
 
meeting so adjourned, unless otherwise ordered in connection with such
adjournment. Such further notice, if any, shall be given as may be required by
law.

     Section 4.  Quorum:  Any number of stockholders, together holding at least
                 ------                                                        
a majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Restated Certificate of
Incorporation or by these by-laws.

     Section 5.  Adjournment of Meetings:  If less than a quorum shall attend at
                 -----------------------                                        
the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend.  Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote.  At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.

     Section 6.  Voting List:  The Secretary shall prepare and make, at least
                 -----------                                                 
ten (10) days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder.  Such
list shall be open at the place where the election is to be held for said ten
(10) days, to the examination of any stockholder, and shall be produced and kept
at the time and place of election during the whole time thereof, and subject to
the inspection of any stockholder who may be present.

     Section 7.  Voting:  Each stockholder entitled to vote at any meeting may
                 ------                                                       
vote either in person or by proxy, but no proxy shall be voted on or after three
years from its date, unless said proxy provides for a longer period.  Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders.  At all meetings of stockholders all matters, except as
otherwise provided by statute, shall be determined by the affirmative vote of
the majority of shares present in person or by proxy and entitled to vote on the
subject matter.  Voting at meetings of stockholders need not be by written
ballot.

     Section 8.  Record Date of Stockholders:  The Board of Directors is
                 ---------------------------                            
authorized to fix in advance a date not exceeding sixty (60) days nor less than
ten (10) days preceding the date of any meeting of stockholders, or the date for
the payment of any 

                                      -2-

<PAGE>
 
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purposes, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and, in such case, such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation, after such record date fixed as aforesaid.

     Section 9.   Action Without Meeting:  Any action required or permitted to 
                  ----------------------
be taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

     Section 10.  Notice of Stockholder Nominees:  Only persons who are
                  ------------------------------                       
nominated in accordance with the following procedures set forth in these by-laws
shall be eligible for election as directors of the Corporation.  Nominations of
persons for election to the Board of Directors may be made at any annual or
special meeting of stockholders (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 10 and on the record date for the
determination of stockholders entitled to vote at such annual or special meeting
and (ii) who complies with the notice procedures set forth in this Section 10.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must 

                                      -3-

<PAGE>
 
have given timely notice thereof in proper written form to the Secretary of the
Corporation.

     For nominations to be properly and timely brought before an annual meeting,
a stockholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided, however,
                                                          --------  ------- 
that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on which notice of the
date of the annual meeting was mailed or public announcement of the date of the
annual meeting was made, whichever first occurs.  For purposes of this by-law,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

     For nominations to be properly and timely brought before a special meeting,
a stockholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to such special meeting or
the tenth (10th) day following the day on which public announcement is first
made of the date of the special meeting.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act, and the rules and regulations promulgated thereunder; and (b) as
to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nominations are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the annual or special meeting to nominate 

                                      -4-

<PAGE>
 
the persons named in its notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to be named as a nominee and to serve
as a director if elected.

     No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 10.
If the Chairman of the annual or special meeting determines that a nomination
was not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.

     Section 11.  Notice of Stockholder Business:  No business may be transacted
                  ------------------------------                                
at an annual or special meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual or special
meeting by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual or
special meeting by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
11 and on the record date for the determination of stockholders entitled to vote
at such annual or special meeting and (ii) who complies with the notice
procedures set forth in this Section 11.

     In addition to any other applicable requirement, for business to be
properly brought before an annual or special meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.

     For business to be properly and timely brought before an annual meeting, a
stockholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided, however,
                                                          --------  ------- 
that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on which notice of the
date of the annual meeting was mailed or public announcement of the date of the
annual meeting was made, whichever first occurs.  For purposes of this by-law,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News 

                                      -5-

<PAGE>
 
Service, Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     For business to be properly and timely brought before a special meeting, a
stockholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to such special meeting or
the tenth (10th) day following the day on which public announcement is first
made of the date of the special meeting.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
or special meeting (i) a brief description of the business desired to be brought
before the annual or special meeting and the reasons for conducting such
business, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual or special meeting to bring such business
before the meeting.

     No business shall be conducted at the annual or special meeting of
stockholders except business brought in accordance with the procedures set forth
in this Section 11; provided, however, that, once business has been properly
                    --------  -------                                       
brought before the annual or special meeting in accordance with such procedures,
nothing in this Section 11 shall be deemed to preclude discussion by any
stockholder of any such business.  If the Chairman of an annual or special
meeting determines that business was not properly brought in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.

                                      -6-

<PAGE>
 
                                  ARTICLE III

                                   DIRECTORS.

     Section 1.  Number and Qualifications:  The board of directors shall
                 -------------------------                               
consist of such number of directors as may be fixed from time to time by
resolution of the Board.  The directors need not be stockholders.

     Section 2.  Election of Directors:  The directors shall be elected by the
                 ---------------------                                        
stockholders at the annual meeting of stockholders.

     Section 3.  Duration of Office:  The directors chosen at any annual meeting
                 ------------------                                             
shall hold office until the next applicable annual election, as set forth in the
Restated Certificate of Incorporation, and until their successors are elected
and qualify.

     Section 4.  Resignation of Directors:  Any director may resign at any time.
                 ------------------------ 
Such resignation shall take effect at the time specified therein, and if no time
be specified, at the time of its receipt by the President or Secretary.  The
acceptance of a resignation shall not be necessary to make it effective, unless
so specified therein.

     Section 5.  Filling of Vacancies:  Any vacancy among the directors,
                 --------------------                                   
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided, however, that the
                                                --------  -------          
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided further, that if the directors fail to fill
                            -------- -------                                    
any such vacancy, the stockholders may at any special meeting called for that
purpose fill such vacancy.  In case of any increase in the number of directors,
the additional directors may be elected by the directors in office prior to such
increase.

     Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualifies.

     Section 6.  Regular Meetings:  The Board of Directors shall hold an annual
                 ----------------
meeting for the transaction of any business immediately after the annual meeting
of the stockholders, provided a quorum is present. Other regular meetings may be
held at such times as may be determined from time to time by resolution of the
Board of Directors.

     Section 7.  Special Meetings:  Special meetings of the Board of Directors
                 ----------------                                             
may be called by the Chairman of the Board of Directors or by the President.

                                      -7-

<PAGE>
 
     Section 8.   Notice and Place of Meetings:  Meetings of the Board of
                  ----------------------------                           
Directors may be held at the principal office of the Corporation, or at such
place as shall be determined in the notice of such meeting.  Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held.  No notice
of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.

     Section 9.   Business Transacted at Meetings, etc.:  Any business may be
                  -------------------------------------                      
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.

     Section 10.  Quorum:  A majority of the Board of Directors at any time in
                  ------                                                      
office shall constitute a quorum.  At any meeting at which a quorum is present,
the vote of a majority of the members present shall be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Restated Certificate of Incorporation or these by-laws.

     Section 11.  Compensation:  Directors shall be entitled to such
                  ------------
compensation for their services as may be approved by resolution of the Board of
Directors, including, if so approved by resolution of the Board of Directors, a
fixed sum and expenses for attendance at each regular or special meeting of the
Board of Directors or any committee thereof. Directors shall also be entitled to
reimbursement for all reasonable expenses associated with attending each regular
or special meeting of the Board of Directors or any committee thereof. Nothing
herein contained shall preclude any director from serving the Corporation in any
other capacity, as an officer, agent or otherwise, and receiving compensation
therefor.

     Section 12.  Action Without a Meeting:  Any action required or permitted to
                  ------------------------
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board or committee.

     Section 13.  Meetings Through Use of Communications Equipment:  Members of
                  ------------------------------------------------             
the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise 

                                      -8-

<PAGE>
 
provided by law, the Restated Certificate of Incorporation or these by-laws,
have the power to participate in a meeting of the Board of Directors, or any
committee, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.

                                  ARTICLE IV

                                  COMMITTEES.

     Section 1.  Executive Committee:  The Board of Directors may, by resolution
                 -------------------                                            
passed by a majority of the whole Board, designate two or more of their number
to constitute an Executive Committee to hold office at the pleasure of the
Board, which Committee shall, during the intervals between meetings of the Board
of Directors, have and exercise all of the powers of the Board of Directors in
the management of the business and affairs of the Corporation, subject only to
such restrictions or limitations as the Board of Directors may from time to time
specify, or as limited by the Delaware General Corporation Law, and shall have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it.

     Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.

     Any person ceasing to be a director shall ipso facto cease to be a member
                                               ---- -----                     
of the Executive Committee.

     Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.

     Section 2.  Other Committees:  Other committees, whose members need not be
                 ----------------                                              
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.

     Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.

     Section 3.  Resignation:  Any member of a committee may resign at any time.
                 -----------         
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the President or 

                                      -9-

<PAGE>
 
Secretary. The acceptance of a resignation shall not be necessary to make it
effective unless so specified therein.

     Section 4.  Quorum:  A majority of the members of a committee shall
                 ------                                                 
constitute a quorum.  The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee.  The members of a committee shall act only as a committee, and the
individual members thereof shall have no powers as such.

     Section 5.  Record of Proceedings, etc.:  Each committee shall keep a
                 ---------------------------                              
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.

     Section 6.  Organization, Meetings, Notices, etc.:  A committee may hold
                 -------------------------------------                       
its meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agree upon.  Each committee
may make such rules as it may deem expedient for the regulation and carrying on
of its meetings and proceedings.  Unless otherwise ordered by the Executive
Committee, any notice of a meeting of such committee may be given by the
Secretary of the Corporation or by the chairman of the committee and shall be
sufficiently given if mailed to each member at his residence or usual place of
business at least two (2) days before the day on which the meeting is to be
held, or if sent to him at such place by telegraph or cable, or delivered
personally or by telephone not later than 24 hours prior to the time at which
the meeting is to be held.

     Section 7.  Compensation:  The members of any committee shall be entitled
                 ------------                                                 
to such compensation as may be allowed them by resolution of the Board of
Directors.


                                   ARTICLE V

                                   OFFICERS.

     Section 1.  Number:  The officers of the Corporation shall be a Chief
                 ------                                                   
Executive Officer, a President, one or more Vice-Presidents, a Secretary, one or
more Assistant Secretaries, a Treasurer, and one or more Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V.  The Board of Directors in its discretion may also
elect a Chairman or a Vice Chairman of the Board of Directors.

     Section 2.  Election, Term of Office and Qualifications:  The officers,
                 -------------------------------------------
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify.

                                      -10-

<PAGE>
 
Except as otherwise provided by law, any number of offices may be held by the
same person.

     Section 3.  Other Officers:  Other officers, including one or more
                 --------------                                        
additional vice-presidents, assistant secretaries or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have such powers and perform such duties as may be assigned to them by the
Board of Directors or the officer or committee appointing them.

     Section 4.  Removal of Officers:  Any officer of the Corporation may be
                 -------------------                                        
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.

     Section 5.  Resignation:  Any officer of the Corporation may resign at any
                 -----------                                                   
time.  Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary.  The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.

     Section 6.  Filling of Vacancies:  A vacancy in any office shall be filled
                 --------------------                                          
by the Board of Directors or by the authority appointing the predecessor in such
office.

     Section 7.  Compensation:  The compensation of the officers shall be fixed
                 ------------                                                  
by the Board of Directors, or by any committee upon whom power in that regard
may be conferred by the Board of Directors.

                                  ARTICLE VI

                                CAPITAL STOCK.

     Section 1.  Issue of Certificates of Stock:  Certificates of capital stock
                 ------------------------------                                
shall be in such form as shall be approved by the Board of Directors.  They
shall be numbered in the order of their issue and shall be signed by the
Chairman of the Board of Directors, the Chief Executive Officer, the President
or one of the Vice-Presidents, and the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and the seal of the Corporation or a
facsimile thereof shall be impressed or affixed or reproduced thereon, provided,
                                                                       -------- 
however, that where such certificates are signed by a transfer agent or an
- -------                                                                   
assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such Chairman of the Board of
Directors, the Chief Executive Officer, President, Vice-President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile.  In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, 

                                      -11-

<PAGE>
 
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon have not ceased
to be such officer or officers of the Corporation.

     Section 2.  Registration and Transfer of Shares:  The name of each person
                 -----------------------------------                          
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issue of such
certificates.  The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment or power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require.  A record shall be made of each transfer.

     The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.

     Section 3.  Lost, Destroyed and Mutilated Certificates:  The holder of any
                 ------------------------------------------
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. The Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.


                                  ARTICLE VII

                           DIVIDENDS, SURPLUS, ETC.

     Section 1.  General Discretion of Directors:  The Board of Directors shall
                 -------------------------------                               
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, 

                                      -12-

<PAGE>
 
subject to the requirements of the Restated Certificate of Incorporation, to
determine whether any, if any, part of the surplus or net profits of the
Corporation shall be declared as dividends and paid to the stockholders, and to
fix the date or dates for the payment of dividends.

                                  ARTICLE VIII

                           MISCELLANEOUS PROVISIONS.

     Section 1.  Fiscal Year:  The fiscal year of the Corporation shall end on
                 -----------                                                  
the 31st day of December.

     Section 2.  Corporate Seal:  The corporate seal shall be in such form as
                 --------------                                              
approved by the Board of Directors and may be altered at their pleasure.  The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.

     Section 3.  Notices:  Except as otherwise expressly provided, any notice
                 -------                                                     
required by these by-laws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at his address, as the same appears upon the
books of the Corporation, or by telegraphing or cabling the same to such person
at such addresses; and such notice shall be deemed to be given at the time it is
mailed, telegraphed or cabled.

     Section 4.  Waiver of Notice:  Any stockholder or director may at any time,
                 ----------------                                               
by writing or by telegraph or by cable, waive any notice required to be given
under these by-laws, and if any stockholder or director shall be present at any
meeting his presence shall constitute a waiver of such notice.

     Section 5.  Checks, Drafts, etc.:  All checks, drafts or other orders for
                 --------------------                                         
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors.

     Section 6.  Deposits:  All funds of the Corporation shall be deposited from
                 --------
time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose.

     Section 7.  Indemnification of Officers and Directors:  The Corporation
                 -----------------------------------------                  
shall indemnify any and all of its directors or 

                                      -13-

<PAGE>
 
officers, including former directors or officers, and any employee, who shall
serve as an officer or director of any corporation at the request of this
Corporation, to the fullest extent permitted under and in accordance with the
laws of the State of Delaware; provided, however, that the Corporation shall not
                               --------  -------
be permitted to indemnify any person in connection with any proceeding initiated
by such person, unless such proceeding is authorized by a majority of the
directors of the Corporation.


                                  ARTICLE IX

                                  AMENDMENTS.

     The Board of Directors shall have the power to make, rescind, alter, amend
and repeal these by-laws, provided, however, that the stockholders shall have
                          --------  -------                                  
power to rescind, alter, amend or repeal any by-laws made by the Board of
Directors.


Dated as of November 12, 1996.

                                      -14-



<PAGE>
         Number                                                 Shares
                         West TeleServices Corporation


      COMMON STOCK                                          See Reverse for 
                                                          Certain Definitions

             Incorporated Under The Laws Of The State Of Delaware

                                                           CUSIP 956188 10 6

      THIS CERTIFIES THAT






      is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE COMMON
                                   STOCK OF

                         West TeleServices Corporation

(hereinafter called the "Corporation") transferable on the books of the 
Corporation by the holder in person or by his duly authorized attorney, upon the
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to the provisions of the
Certificate of Incorporation and the By-laws of the Corporation as amended 
(copies of which are on file at the office of the Transfer Agent of the 
Corporation) to which reference is hereby expressly made and to all of which the
holder by acceptance hereof assents.
  This certificate is not valid until countersigned by the Transfer Agent and 
registered by the Registrar. WITNESS the facsimile seal of the Corporation and 
the facsimile signatures of its duly authorized officers.

Dated:
                               [SEAL OF WEST
                               TELESERVICES
                                CORPORATION
                                  APPEARS 
             SECRETARY             HERE]                      PRESIDENT

                                                   Countersigned
 and Registered:
                                                   FIRST CHICAGO TRUST COMPANY
                                                           OF NEW YORK
                                                   Transfer Agent and Registrar
                                         
                                               By  [SIGNATURE APPEARS HERE]
                                                     Authorized Signature

<PAGE>
 
 The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or requisitions.

<TABLE> 
<S>                                                         <C> 
 TEN COM - as tenants in common                             UNIF GIFT MIN ACT -           Custodian 
 TEN ENT - as tenants by the entireties                                         ----------         -----------------
 JT TEN  - as joint tenants with right of                                         (Cust)             (Minor)  
           survivorship and not as tenants                                      under Uniform Gifts to Minors
           in common                                                            Act
                                                                                    --------------------------------
                                                                                            (State)
                                                            UNIF TRF MIN ACT -        Custodian (until age          )
                                                                               -------                    ----------
                                                                                (Cust)
                                                                                            under Uniform Transfers
                                                                               -------------
                                                                                  (Minor)
                                                                               to Minors Act 
                                                                                             -----------------------
                                                                                                     (State)
</TABLE>
 
   Additional abbreviations may also be used though not in the above list.

 FOR VALUE RECEIVED,                      hereby sell, assign and transfer unto
                    ----------------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------

- ---------------------------------------


- --------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                                                       Shares
- ---------------------------------------------------------------------- 
of the common stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

                                                                       Attorney 
- ----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with 
full power of substitution in the premises.

Dated
      ---------------------------

- --------------------------------------------------------------------------------

                                       X
                                        ----------------------------------------

                                       X
                                        ----------------------------------------
                               NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                                        CORRESPOND WITH THE NAME(S) AS WRITTEN
                                        UPON THE FACE OF THE CERTIFICATE IN
                                        EVERY PARTICULAR, WITHOUT ALTERATION OR
                                        ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed



By
  --------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE 
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS 
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP 
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) 
PURSUANT TO S.E.C. RULE 17Ad-15.




<PAGE>
 
November 20, 1996


West TeleServices Corporation
9910 Maple Street
Omaha, Nebraska 68134


Ladies and Gentlemen:

We have acted as counsel for West TeleServices Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-1, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to an offering of up to
6,555,000 shares ("Shares") of the Company's common stock, par value $.01 per
share, of which up to 855,000 shares are subject to a 30-day over-allotment
option granted by the Company to the underwriters.

We have examined and relied upon originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates and instruments relating to the Company as we have deemed relevant
and necessary to the formation of the opinion hereinafter set forth.  In such
examination, we have assumed the genuineness and authenticity of all documents
examined by us and all signatures thereon, the legal capacity of all persons
executing such documents, the conformity to originals of all copies of documents

submitted to us and the truth and correctness of any representations and
warranties contained therein.

Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized and when issued, sold and delivered as authorized,
will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm appearing under the
heading "Legal Matters" in the Prospectus.

Very truly yours,


/s/ Willkie Farr & Gallagher



<PAGE>
 
                                                                   Exhibit 10.05

                     AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of Reorganization (this "Agreement"), dated as of
November 20, 1996, is made and entered into by and among West TeleServices
Corporation, a Delaware corporation (the "Company"), and the undersigned
individuals (the "Stockholders"), being the owners of record of all of the
issued and outstanding stock of West Telemarketing Corporation, a Delaware
corporation ("WTC"), West Interactive Corporation, a Delaware corporation
("WIC"), West Telemarketing Corporation Outbound, a Delaware corporation
("WTCO"), West Interactive Canada, Inc., a Delaware corporation ("WICI"), and
Interactive Billing Services, Inc., a Delaware corporation ("IBS").  WTC, WIC,
WTCO, WICI and IBS are hereinafter collectively referred to as the "West
Affiliates."

     Now, therefore, the Company and each of the Stockholders adopt this plan of
reorganization and agree as follows:

                                  Article I.

                                        
                        Exchange and Purchase of Stock

     Section 1.1.    Number of Shares.

     (a)  The Stockholders agree to transfer to the Company at the Closing (as
hereinafter defined) the number of shares of common stock of each of WTC, WIC
and WTCO shown opposite their names in Exhibit "A" in exchange for 56,775,000
shares of common stock of the Company,
 in the aggregate, in such amounts as
shown opposite their names in Exhibit "A."

     (b)  The Stockholders agree to sell and transfer to WIC, and WIC agrees to
purchase, at the Closing the number of shares of common stock of each of WICI
and IBS shown opposite their names in Exhibit "A." The purchase price for each
share of common stock of WICI and IBS shall be $.25, payable in cash,
immediately available funds, or such other medium of payment as the Stockholders
may in their discretion accept.

     Section 1.2.    Delivery of Certificates.

     The transfer of the shares of each of the West Affiliates by the
Stockholders shall be effected by the delivery to the Company or WIC, as
applicable, at the Closing of certificates representing the transferred shares
endorsed in blank or accompanied by stock powers executed in blank.  The Company
or WIC, as applicable, shall issue, or cause to be issued, to each of the
Stockholders certificates representing shares of common stock of the Company or
WIC, as applicable, to be received by the Stockholders hereunder.

     Section 1.3.    Further Assurances.

     At the Closing and from time to time thereafter, the Stockholders shall
execute such additional instruments and take such other action as the Company
may request in order more effectively to sell, transfer, and assign the
transferred stock to the Company and to confirm the Company's title thereto.

<PAGE>
 
     Section 1.4.    Changes in the Company's Capitalization.

     If between the date of this Agreement and the Closing, the outstanding
shares of the Company common stock are, without the receipt of new consideration
by the Company, increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
reclassification, stock dividend, stock split, reverse stock split, or similar
change in the Company's capitalization, the Company will issue and deliver to
the Stockholders in addition to or in lieu of the Company shares specified in
Section 1.01, voting stock of the Company in equitably adjusted amounts. In the
event of any such change in the Company's capitalization, all references to
shares of the Company's common stock herein shall refer to the number of such
shares as thus adjusted.

                                  Article II.


                                    Closing

     The closing of this Agreement and the transactions contemplated hereunder
(the "Closing") shall take place prior to the closing of that certain offering
of the Company's common stock pursuant to a Registration Statement on Form S-1,
as amended (file no. 333-13991) (the "Public Offering"), as originally filed
with the Securities and Exchange Commission on or about October 11, 1996, at the
corporate offices of the Company, unless another place or time is agreed upon by
the parties.

                                 Article III.

              Representations and Warranties of the Stockholders

     Each of the Stockholders represent and warrant to the Company (but only to
the extent that such representation and warranty relates to a corporation in
which such Stockholder is a stockholder) as follows:

     Section 3.1.    Corporate Status.

     Each of the West Affiliates is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary, except where the failure to so qualify
would not have a material adverse effect on the business, properties, prospects,
profits or condition (financial or otherwise) of the West Affiliates taken as a
whole (a "Material Adverse Effect").

     Section 3.2.    Capitalization.

     The authorized capital stock of each of the West Affiliates, together with
the number of shares thereof issued and outstanding, are set forth at Exhibit
"B" hereto.  The respective issued and outstanding shares of the West Affiliates
have been duly and validly issued and are fully paid and nonassessable.

                                      -2-

<PAGE>
 
     Section 3.3.    Title to Property; Condition of Property.

     Each of the West Affiliates has good title to their properties and assets,
real and personal, and good title to all their leasehold estates, in each case
subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
or resulting from taxes which have not yet become delinquent and minor liens and
encumbrances which do not in any case materially detract from the value of the
property subject thereto or materially impair the operations of the respective
West Affiliates and which have not arisen otherwise than in the ordinary course
of business.  All facilities, machinery, equipment, fixtures, vehicles and other
properties owned, leased or used by each of the West Affiliates are in good
operating condition and repair, are reasonably fit and usable for the purposes
for which they are being used, are adequate and sufficient for the respective
West Affiliates' businesses and conform in all material respects with all
applicable ordinances, regulations and laws.

     Section 3.4.    Access to Records, Etc.

     From the date of this Agreement to the Closing, the Stockholders will use
their reasonable best efforts to cause each of the West Affiliates (1) to give
the Company and its representatives full access during normal business hours to
all of their respective offices, books, records, contracts, and other corporate
documents and properties for inspection and (2) to furnish such information
concerning their respective properties and affairs as the Company may reasonably
request.

     Section 3.5.    Title to Shares.

     The Stockholders are the owners, free and clear of any liens and
encumbrances, of the number of shares of each of the West Affiliates which the
Stockholders have contracted to exchange or sell.

                                  Article IV.

           Representations, Warranties, and Covenants of the Company

     The Company represents and warrants to, and covenants with, each of the
Stockholders as follows:

     Section 4.1.    Corporate Status.

     The Company is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware and is licensed or qualified as
a foreign corporation in all states in which the nature of its business or the
character or ownership of its properties makes such licensing or qualification
necessary, except where the failure to so qualify would not have a Material
Adverse Effect.

                                      -3-

<PAGE>
 
     Section 4.2.    Capitalization.

     The authorized capital stock of the Company is 210,000,000 shares, of which
200,000,000 shares are denominated as "Common Stock" and 10,000,000 shares are
denominated as "Preferred Stock."  The issued and outstanding shares of capital
stock of the Company consists of one thousand (1,000) shares of common stock
which are held beneficially and of record by the person and in the amounts set
forth at Exhibit "C" hereto, which shares shall be canceled as of the Closing.
All the outstanding shares of capital stock of the Company have been duly and
validly issued and are fully paid and nonassessable.  Upon issuance, transfer
and delivery as contemplated by this Agreement, the shares of common stock to be
issued to the Stockholders will be duly authorized, validly issued, fully paid
and nonassessable shares of the Company, free of all preemptive or similar
rights, and entitled to the rights therein described.

     Section 4.3.    Title to Property.

     The Company has no material assets or properties as of the date of this
Agreement.

     Section 4.4.    Litigation.

     There is no litigation or proceeding pending, or to the Company's
knowledge threatened, against or relating to the Company.

     Section 4.5.    Access to Records, Etc.

     From the date of this Agreement to the Closing, the Company will (1) give
to the each of the Stockholders and their respective representatives full access
during normal business hours to all of its offices, books, records, contracts,
and other corporate documents and properties for inspection and (2) furnish such
information concerning the Company's properties and affairs as each of the
Stockholders may reasonably request.

     Section 4.6.    Investment Intent.

     The Company is acquiring the shares of each of the West Affiliates  to be
transferred to it under this Agreement for its own account for investment and
not with a view towards the resale, transfer or distribution thereof, nor with
any present intent of distributing the shares, but subject, nevertheless, to any
requirement of law that the disposition of the Company's property shall at all
times be within the Company's control, and without prejudice to the Company's
right at all times to sell or otherwise dispose of all or any part of such
securities under a registration under the Securities Act of 1933, as amended
(the "Securities Act"), or under an exemption from said registration available
under the Securities Act.

     Section 4.7.    Corporate Authority.

     The Company has full corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder.

                                      -4-

<PAGE>
 
     Section 4.8.    Due Authorization; Absence of Violation.

     Execution of this Agreement and performance by the Company hereunder has
been duly authorized by all requisite corporate action on the part of the
Company, and this Agreement constitutes a valid and binding obligation of the
Company.  The execution and delivery of this Agreement and the fulfillment of
the terms hereof by the Company will not result in a violation of any of the
terms of the Restated Certificate of Incorporation and Restated Bylaws of the
Company, or any rule or regulation of any court or federal, state or foreign
regulatory board or body or administrative agency having jurisdiction over the
Company or over its property or its business.


                                  Article V.

                Conduct of West Affiliates Pending the Closing.

     Each of the Stockholders agree that each of the West Affiliates will
conduct itself in the following manner pending the Closing:

     Section 5.1.    Certificate of Incorporation and Bylaws.

     No change will be made in any of the West Affiliates' respective
certificates of incorporation or bylaws.

     Section 5.2.    Capitalization, Etc.; Declaration of Dividend

     None of the West Affiliates will  make any change in their respective
authorized or issued capital stock, or issue, encumber, purchase, or otherwise
acquire any of its capital stock without the prior written consent of the
Company. Notwithstanding the foregoing, each of the West Affiliates shall prior
to the Closing declare one or more dividends, which dividends may be paid in
cash or promissory notes made payable to each of the Stockholders.

     Section 5.3.    Conduct of Business and Maintenance of Existence.

     Each of the West Affiliates will continue to engage in business of the same
general type as now conducted by it, and preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all rights and privileges necessary or desirable in the normal conduct of its
business.  Each of the West Affiliates will use its reasonable best efforts to
maintain and preserve employee relationships, and goodwill intact, and will not,
without the written consent of the Company, enter into any material commitment
except in the ordinary course of business.

                                      -5-

<PAGE>
 
                                  Article VI.

                  Conduct of the Company Pending the Closing

     The Company agrees that between the date hereof and the Closing:

     Section 6.1.    Capitalization, Etc.

     The Company will  make no change in its authorized or issued capital stock,
declare or pay any dividend or other distribution, or issue, encumber, purchase,
or otherwise acquire any of its capital stock, except as contemplated herein.

     Section 6.2.    Conduct of Business and Maintenance of Existence.

     The Company will continue to engage in business of the same general type as
now conducted by it, and preserve, renew and keep in full force and effect its
corporate existence and take all reasonable action to maintain all rights and
privileges necessary or desirable in the normal course of its business.  The
Company will use its best efforts to maintain and preserve its employee
relationships and goodwill intact.

                                 Article VII.

                       Conditions Precedent--the Company

     All obligations of the Company under this Agreement are subject, at the
Company's option, to the fulfillment, before or at the Closing, of each of the
following conditions:

     Section 7.1.    Representations and Warranties True at Closing.

     The Stockholders' representations and warranties contained in this
Agreement shall be deemed to have been made again at and as of the Closing and
shall then be true in all material respects.

     Section 7.2.    Due Performance.

     The Stockholders shall have performed and complied with all the terms and
conditions  required by this Agreement to be performed or complied with by them
before the Closing.

     Section 7.3.    Waiver and Termination of Stockholders' Agreements.

     Each of the Stockholders and each of the West Affiliates shall have waived
all of their respective rights under those certain agreements set forth at
Exhibit "D" hereto to which they, or any of them, may be a party arising by
reason of the transactions contemplated under this Agreement and shall have
caused such agreements to be terminated effective as of the Closing.

                                      -6-

<PAGE>
 
                                 Article VIII.

                    Conditions Precedent -- the Stockholders

     All obligations of the Stockholders under this Agreement are subject, at
their option, to the fulfillment, before or at the Closing, of each of the
following conditions:

     Section 8.1.    Representations and Warranties True at Closing.

     The Company's representations and warranties contained in this Agreement
shall be deemed to have been made again at and as of the Closing and shall then
be true in all material respects.

     Section 8.2.    Due Performance.

     The Company shall have performed and complied with all the terms and
conditions required by this Agreement to be performed or complied with by it
before the Closing.

     Section 8.3.    Registration Rights Agreement.

     The Company and each of the Stockholders who, upon consummation of the
transactions contemplated herein, shall hold shares of the Company's common
stock, shall have entered into a registration rights agreement substantially in
the form of Exhibit "E" hereto.

                                  Article IX.

                                  Termination

     This Agreement may be terminated (1) by mutual consent in writing; (2) by
either the Stockholders or the Company if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either the Stockholders or the Company if the Closing shall not
have taken place, unless adjourned to a later date by mutual consent in writing,
by December 31, 1996.

                                  Article X.

                         Stockholders' Representatives

     The Stockholders hereby irrevocably designate and appoint Gary L. West and
Troy L. Eaden, or either of them, as their agents and attorneys in fact (the
"Stockholders' Representatives") with full power and authority until the Closing
to execute, deliver, and receive on their behalf all notices, requests, and
other communications hereunder; to fix and alter on their behalf the date, time,
and place of the Closing; to waive, amend, or modify any provisions of this
Agreement, and to take such other action on their behalf in connection with this
Agreement, the Closing, and the transactions contemplated hereby as such agent
or agents deem appropriate; provided, however, that no such waiver, amendment,
or modification may be made if it would decrease the number of shares to be
issued to the Stockholders under Article I hereof.

                                      -7-

<PAGE>
 
                                  Article XI.

                              General Provisions

     Section 11.1.   Waiver.

     This Agreement may not be released, discharged or modified except by an
instrument in writing signed on behalf of any of the parties hereto.  The
failure of any party to enforce any provision of this Agreement shall not be a
waiver of any other provision or subsequent breach of the same or any other
obligation hereunder.

     Section 11.2.    Brokers.

     Each party represents that no broker or finder has acted for it in
connection with this Agreement and agrees to indemnify and hold harmless the
other party against any fee, loss, or expense arising out of claims by brokers
or finders employed or alleged to have been employed by it.

     Section 11.3.   Tax Filings.

     The Stockholders and the Company agree to comply with the filing
requirements imposed by Section 1.351-3 of the Treasury Regulations for the
taxable year of the transfer.

     Section 11.4.   Notices.

     All notices and other communications hereunder shall be in writing and
shall be deemed to have been given if delivered in person or sent by overnight
courier, prepaid first-class registered or certified mail, return receipt
requested, as follows:

     If to the Company:  West TeleServices Corporation
                         9910 Maple Street
                         Omaha, Nebraska 68134

     If to any of the Stockholders, at such address as shown in the books and
records of the West Affiliates, or any of them.

     Section 11.5.   Entire Agreement.

     This Agreement constitutes the entire agreement between the parties and
supersedes and cancels any other agreement, representation, or communication,
whether oral or written, between the parties hereto relating to the transactions
contemplated herein or the subject matter hereof.

     Section 11.6.   Headings.

     The article and section headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.

                                      -8-

<PAGE>
 
     Section 11.7.   Governing Law.

     This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nebraska.

     Section 11.8.   Assignment.

     This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns; provided, however, that any
assignment by any party of its rights under this Agreement without the written
consent of the other party shall be void.

     Section 11.9.   Counterparts.

     This Agreement may be executed  in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

     In witness whereof, the parties have executed this Agreement as of the day
and year first above written.

                              WEST TELESERVICES CORPORATION
 

                              By: /s/ Troy L. Eaden
                                 -----------------------------------
                                  Name:  Troy L. Eaden 
                                  Title:  Chief Executive Offer

                              WEST TELEMARKETING CORPORATION


                              By: /s/ Troy L. Eaden 
                                 ------------------------------------
                                  Name:  Troy L. Eaden 
                                  Title:  Chief Executive Officer

                              WEST INTERACTIVE CORPORATION


                              By: /s/ Troy L. Eaden 
                                 ----------------------------------
                                  Name:  Troy L. Eaden 
                                  Title:  Chief Executive Officer

                              WEST TELEMARKETING CORPORATION OUTBOUND


                              By: /s/ Troy L. Eaden 
                                 ---------------------------------------------
                                  Name:  Troy L. Eaden 
                                  Title:  Chief Executive Officer

                                      -9-

<PAGE>
 
                                 STOCKHOLDERS


/s/ Gary L. West                                   /s/ Mary E. West
- ---------------------------                        ---------------------------
        Gary L. West                                      Mary E. West

/s/ Troy L. Eaden                                  /s/ Joseph L. Bradley
- ---------------------------                        ---------------------------
       Troy L. Eaden                                    Joseph L. Bradley

/s/ John Erwin                                     /s/ Maureen F. Gregory
- ---------------------------                        ---------------------------
         John Erwin                                     Maureen F. Gregory

/s/ Robert W. Hill                                 /s/ Melinda M. Joern
- ---------------------------                        ---------------------------
      Robert W. Hill                                     Melinda M. Joern

/s/ Thomas M. Streck                               /s/ Thomas B. Barker
- ---------------------------                        ---------------------------
     Thomas M. Streck                                    Thomas B. Barker
 

                                      -10-



<PAGE>
 
                                                                   EXHIBIT 10.12

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and
entered as of November 12, 1996, by and among Gary L. West, Mary E. West and
Troy L. Eaden (collectively, the "Assignors") and West TeleServices Corporation,
a Delaware corporation (the "Assignee"). The Assignor and Assignee are sometimes
collectively referred to herein as the "Parties" and individually as a "Party."

     Whereas, each of the Assignors has entered into a Stock Redemption
Agreement, dated April 9, 1996, by and among John W. Erwin and each of the
Assignors (the "Stock Redemption Agreement") respecting certain capital stock in
West Telemarketing Insurance Agency, Inc., a Texas corporation held by John W.
Erwin; and,

     Whereas, each of the Assignors desires to assign all rights and interests
in the Stock Redemption Agreement to Assignee, and Assignee desires to accept
such assignment and to assume the obligations of Assignor under the Stock
Redemption Agreement.

     Now, Therefore, in consideration of the foregoing and the mutual promises
and covenants herein contained, the Parties agree as follows:

                            ARTICLE I.   ASSIGNMENT

     Each of the Assignors hereby assigns, transfers and conveys to Assignee all

of his or her rights, obligations and interests in, to and under the Stock
Redemption Agreement.

                           ARTICLE II.   ASSUMPTION

     The Assignee accepts the foregoing assignment, transfer and conveyance and
hereby assumes all liabilities and obligations arising under, and shall be bound
by, all of the terms and conditions of the Stock Redemption Agreement and to
perform in any capacity previously held by each of the Assignors thereunder.

                         ARTICLE III.   EFFECTIVE DATE

     The transactions contemplated in this Agreement shall be effective as of
the date of closing of the sale of shares of Assignee's common stock pursuant to
a registration statement under Form S-1, as filed with the United States
Securities and Exchange Commission on or about October 11, 1996, and all
amendments and supplements thereto.

<PAGE>
 
                          ARTICLE IV. MISCELLANEOUS 

     SECTION 4.01 Entire Agreement.

     Except to the extent specifically referenced, this Agreement is the only
agreement between the parties regarding its subject matter. It supersedes all
prior or contemporaneous agreements, oral or written.

     SECTION 4.02  Modification; Waiver.

     No modification or waiver shall be effective unless contained in a writing
signed by the modifying or waiving Party. The waiver of any default shall not be
deemed a waiver of any other or subsequent default.

     SECTION 4.03  Notices.

     All notices, requests, demands, claims, and other communications hereunder
will be in writing. Any notice, request, demand, claim or other communication
hereunder shall be deemed duly given if (and then two business days after) it is
sent by registered or certified mail, return receipt requested, postage prepaid,
and addressed to the intended recipient as set forth below:


If to any of the Assignors:     9910 Maple Street
                                Omaha, NE 68134

If to Assignee                  9910 Maple Street
                                Omaha, NE 68134

Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.

     SECTION 4.04  Headings; Severability; Governing Law.

     Headings are for convenience only and shall not be used in construing or
interpreting this Agreement.  Any provision of this Agreement which is
unenforceable shall be severed and the remainder of this Agreement enforced to
the fullest extent permitted by law. This Agreement shall be governed by and
construed under the laws of the State of Nebraska, but not its choice of law
rules.

                                       2

<PAGE>
 
     SECTION 4.05  Binding Agreement.

     This Agreement shall be binding on the Parties' respective successors and
assigns.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written.


ASSIGNORS:                                   ASSIGNEE:
                                             WEST TELESERVICES CORPORATION

      /s/ Gary L. West                       By:     /s/ Troy L. Eaden
- ------------------------------                  ------------------------------
          Gary L. West


      /s/ Mary E. West
- ------------------------------
          Mary E. West


      /s/ Troy L. Eaden
- ------------------------------
          Troy L. Eaden


     The undersigned hereby consents to the above Assignment and Assumption
Agreement as of this 12th day of November, 1996.



                                              /S/ John W. Erwin
                                    -------------------------------------
                                                John W. Erwin

                                       3



<PAGE>
 
                      WEST TELEMARKETING INSURANCE AGENCY
                          PERSONNEL COMPANY SUBSCRIBER
                               SERVICE AGREEMENT


     THIS AGREEMENT, made this 20th day of November, 1996, between WEST
TELEMARKETING INSURANCE AGENCY, INC. ("WTIA"), a Texas corporation and WEST
TELEMARKETING CORPORATION OUTBOUND ("Subscriber"), a Delaware corporation.

     1.  Contract Staffing

         WTIA  hereby agrees to furnish to Subscriber, and Subscriber agrees to
engage from WTIA contract staffing for all the Job Function Positions listed on
Exhibit "A", attached hereto and incorporated herein by reference, upon the
following terms and conditions.  Subscriber is advised that WTIA is a contract
staffing organization which falls under Internal Revenue Code 414(n) and that
certain benefit regulations may affect the Subscriber's own benefit plan(s).
Subscriber agrees to provide continuation of health insurance coverage required
by the Consolidated Omnibus Budget Reconciliation Act ("COBRA") to any and all
participants in Subscriber's current plan and will indemnify WTIA from any
claims thereof.

     2.  Term of Agreement

         This Agreement shall remain in force for the term of one (1) year from
the date first above written (the "Initial Term"). Following the Initial Term,
this Agreement
 shall remain in force from month to month (the "Extended Term").
Subscriber may terminate this Agreement by giving thirty (30) days written
notice to WTIA at any time during the term of this Agreement. During the Initial
Term, WTIA may terminate this Agreement should Subscriber materially breach any
of the provisions of this Agreement or by written agreement of both parties.
During the Extended Term, WTIA may terminate this Agreement by giving thirty
(30) days written notice.

     3.  Service Fees

         (a) Subscriber shall pay WTIA the hourly fee rate, fees and overhead
(the "Fees") specified in Exhibit "A", attached hereto and incorporated herein
by reference, for the work performed by each WTIA employee filling Job Function
Positions for the Subscriber.

         (b) From time to time and without notice, WTIA may adjust the Fees for
any statutory increases in employment taxes, insurance, any change in the Job
Function Positions required by Subscriber, or any other change in the hourly
rate, fees or overhead incurred by WTIA.

         (c) Any increase in the Fees for statutory increases in employment 

<PAGE>
 
taxes, insurance, any change in the Job Function Positions or any other change
in the hourly rate, fees or overhead incurred by WTIA shall be effective on the
date of such increase or change.

         (d)  Subscriber shall pay WTIA all  Fees or other amounts due hereunder
within thirty (30) days of receipt of WTIA's written invoice.

         (e)  Subscriber shall have the right to, but not the obligation to
verify all time submissions of WTIA employees.

         (f)  If Subscriber believes that any billing or other communication
between the parties is in error, Subscriber shall immediately notify WTIA.

     4.  Rate Adjustments

         Subscriber agrees to participate in the periodic evaluation of WTIA
employees.  WTIA will use these evaluations to determine any adjustment to the
Fees.

     5.  Insurance

         (a)  WTIA shall furnish and keep in full force and effect at all times
during the term of this Agreement workers' compensation insurance coverage for
all WTIA employees filling Job Function Positions under the terms of this
Agreement.   WTIA shall cause a Certificate of Insurance to be issued naming
Subscriber as an additional insured.

         (b)  Subscriber agrees to keep in full force and effect at all times
during the term of this Agreement all other insurance required under this
Agreement.

         (c)  Each party hereby waives any claim in its favor against the other
party by way of subrogation or otherwise, which arises during the Initial or
Extended Term of this Agreement for any and all loss of or damage to any of its
property which loss or damage is covered by policies of insurance to the extent
that such loss or damage is recovered under such policies of insurance.

     6.  Administration

         (a)  It is understood and agreed that WTIA is an independent contractor
and all individuals assigned to Subscriber to fill the Job Function Positions
are employees of WTIA. WTIA is thereby responsible for such administrative
employment matters as payment of all federal, state and local employment taxes,
providing workers' compensation coverage, as well as non-obligatory fringe
benefit programs for its employees, provided, however, WTIA reserves the right
to enter into any agreements, whether written or otherwise, wherein a third
party administers to its employees. WTIA agrees to hold Subscriber harmless from
direct out-of-pocket expenses of Subscriber which may result from WTIA's failure
to withhold these taxes or failure to conduct itself in accordance with
applicable state and federal law. However, WTIA 

<PAGE>
 
shall not be liable in any event for Subscriber's loss of profits, business
goodwill or other consequential, special or incidental damages.

         (b)   WTIA shall have the sole responsibility for recruiting, hiring,
training, evaluating, replacing, supervising, disciplining and firing of
individuals assigned to fill Subscriber's Job Function Positions.

         (c)   When required, Subscriber shall coordinate all insurance agent
licensing requirements for each state that a WTIA employee may be required to
solicit insurance and where such state law requires such licensure. Such
licensing requirements may include the coordination of the initial training or
education, testing (as required by such state), and application for such state
license by the WTIA employee, as well as any continuing training or education of
the WTIA employee to maintain a current insurance agent license in the states so
required.  The coordination of such activities may be done by the Subscriber or
by any third party chosen by the Subscriber.  The Subscriber, at its sole
discretion, has the right to determine for which WTIA employees it will
coordinate such licensure.

     7.  Supervision

         (a)   WTIA may designate on-site supervisors from among its employees
assigned to fill Job Function Positions for Subscriber.  These on-site
supervisors shall direct operational and administrative matters relating to
service provided by WTIA employees and shall be under the direct supervision of
WTIA's manager.  If WTIA does not designate an on-site supervisor, WTIA's
employees assigned to Subscriber shall be responsible to the WTIA manager.

         (b)   The WTIA on-site supervisor, or if none, the WTIA manager shall
determine the procedures to be followed by WTIA employees regarding the time and
performance of their duties.  Subscriber agrees to cooperate with WTIA in the
formation of such policies and procedures and permit WTIA to implement its
policies and procedures relating to WTIA's employees.

         (c)   Subscriber shall make all non-routine directives through the
assigned WTIA on-site supervisor or manager.

     8.  Approval of Supplied Staff

         WTIA shall provide employees which are duly qualified and skilled in
the area in which their services are to be utilized. WTIA shall not be obligated
to hire or retain former staff members. WTIA will consult with Subscriber in
filling its Job Function Positions, but WTIA has the right to determine which of
WTIA's employees shall be designated to fill Subscriber's Job Function
Positions, provided that such WTIA employees are licensed in ever state in which
they will be selling or marketing insurance. Subscriber has no right to approve
such determination, but nonetheless possesses the right to reject any employee
so furnished, if dissatisfied with such employee's performance or if the
employee is not properly licensed. If any 

<PAGE>
 
WTIA employee is rejected, WTIA agrees to furnish a suitable replacement within
a reasonable time.

     9.   Holiday, Vacation Pay and Other Benefits

          (a)   Each WTIA employee receives paid holidays. Subscriber agrees to
pay the cost of WTIA employee holidays.

          (b)   Each WTIA employee receives paid vacation. Subscriber agrees to
pay the cost of WTIA employee vacation and any accrued or deferred vacation
where state law requires payment for accumulation.

          (c)   WTIA reserves the right to provide such other benefits to its
employees and Subscriber agrees to pay the cost of such other benefits pursuant
to paragraph 4.

     10.  Safe Work Environment

          (a)   Subscriber agrees that it will comply with all health and safety
laws, regulations, ordinances, directives, and rules imposed by controlling
federal, state and local government, and that it will immediately report all
accidents and injuries to WTIA.

          (b)   Subscriber agrees to comply, at its expense, with any specific
directives from WTIA.  WTIA workers' compensation carrier, or any government
agency having jurisdiction over the work place, health and safety.

          (c)   Subscriber shall provide or ensure use of all personal
protective equipment, as required by federal, state, or local law, regulations,
ordinance, directive, or rule or as deemed necessary by WTIA or WTIA's workers'
compensation carrier.

          (d)   WTIA and WTIA's workers' compensation carrier shall have the
right to inspect Subscriber's premises if WTIA believes its employees are
exposed to an unsafe work place. To the extent possible such inspection shall be
scheduled at a mutually convenient time.

     11.  Hold Harmless

          Subscriber hereby agrees to indemnify, defend, and hold WTIA harmless
from and against any and all liability, expense (including court costs and
attorney fees) and claims for damage of any nature whatsoever, whether known or
unknown as though expressly set forth and described herein, which WTIA may
incur, suffer, become liable for, or which may be asserted or claimed against
WTIA as a result of the acts, errors or omissions of Subscriber including
without limitation any violation or breach of paragraph 10 above by Subscriber.

<PAGE>
 
     12.  Service Charge

          Should payments of any amounts due WTIA not be made when due,
Subscriber shall pay a monthly service charge of one percent (1%) per month on
the unpaid balance, but in no event shall the amount exceed the lawful rate of
interest.

     13.  Definitions

          For purposes of paragraph 2 above, the following, without limitations,
shall constitute material breaches of this Agreement by Subscriber: (1)
failure to pay any amounts due hereunder when due: (2) failure to comply with
any directive regarding health and safety from WTIA, WTIA's workers'
compensation carrier or any government agency,  (3) committing any act which
usurps WTIA's  rights as the employer of WTIA's employees provided under this
Agreement, or (4) failure to provide any insurance required under this
Agreement.

     14.  Assignment

          Neither WTIA nor Subscriber shall assign this Agreement or its rights
and duties hereunder, or any interest herein, without the prior written consent
of the other party.

     15.  Integration

          This Agreement constitutes the entire agreement between the parties
with regard to this subject matter and no other agreement, statement, promise or
practice between the parties relating to the subject matter shall be binding on
the parties. This Agreement may be changed only by a written amendment signed by
both parties.

     16.  Waiver

          Failure by either party at any time to require performance by the
other party or to claim a breach of any provision of this Agreement will not be
construed as a waiver of any subsequent breach nor affect the effectiveness of
this Agreement, nor any part thereof, nor prejudice either party as regards to
any subsequent action.

     17.  Notices

          Any notices or demand to be given hereunder by either party shall be
effected by personal delivery in writing or by registered mail, postage prepaid,
return receipt requested, and shall be deemed communicated forty-eight (48)
hours after mailing.  Mailed notices shall be addressed to the party's principal
place of business. Each party may change the address by written notice in
accordance with this paragraph.

<PAGE>
 
     18.  Attorney Fees

          In the event that any action is brought by either party hereto as a
result of a breach or default in any provision of this Agreement, the prevailing
party in such action shall be awarded reasonable attorney fees and costs in
addition to any other relief to which the party may be entitled.

     19.  Governing Law

          This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.

     20.  Partial Invalidity

          Should any term, warrant, covenant, condition, or provision of this
Agreement be held to be invalid or unenforceable, the balance of this Agreement
shall remain in full force and shall stand as if the unenforceable part did not
exist.

     21.  Paragraph Headings

          The paragraph headings of this Agreement are for reference only and
shall not be considered in the interpretation of this Agreement.

          IN WITNESS THEREOF, the parties have executed this Agreement on the
date first above written.

                           WEST TELEMARKETING INSURANCE AGENCY
                       



                           By: /s/ John P. Gudenrath
                              --------------------------------------------
                              John P. Gudenrath, Vice President

                              WEST TELEMARKETING CORPORATION OUTBOUND



                           By: /s/ John W. Erwin
                              --------------------------------------------
                              John W. Erwin, Executive Vice-President
 

<PAGE>
 
                                                                     EXHIBIT "A"

                      WEST TELEMARKETING INSURANCE AGENCY
                          PERSONNEL COMPANY SUBSCRIBER
                               SERVICE AGREEMENT

Job Function Positions
- ----------------------

Generally:  Employees who may represent major insurance companies selling a
variety of insurance products, services and coverages to the insurance company's
client base through telemarketing means.

Classes of Employees:
 
     1.   Group 01-01 Agents:
          -------------------

          a.   Requirements.  Must hold and maintain an Active, Non-expired
               -------------                                               
          Texas Permanent Group 01-01 Agent License.  Temporary Licenses are not
          acceptable.  Must have excellent selling skills.

          b.   Hours.  Evening schedules only: 3:00 p.m. to 9:00 p.m. or 4:00
               ------                                                        
          p.m. to 10:30 p.m.

          c.   Compensation.  Hourly Rate Range.  $8.00 to $12.00.
               -------------                                      
 
     2.   Group 05-01 Agents:
          -------------------

          a.   Requirements.  Must hold and maintain an Active, Non-expired
               ------------
          Texas Permanent Group 05-01 Local Recording Agent License and an
          Active, Non-expired Texas Permanent Group 01-01 Agent License.
          Temporary Licenses are not acceptable. Must have excellent selling
          skills.

          b.   Hours.  Day and Evening Schedules: 8:00 a.m. to 2:45 p.m., or
               ------                                                         
          3:00 p.m. to 9:00 p.m. or 4:30 p.m. to 10:30 p.m.

          c.   Compensation.  Hourly Rate Range.  $8.00 to $12.00.
               -------------                                       
 
Other fees, costs and expenses payable by Subscriber.
- -----------------------------------------------------

The Subscriber shall reimburse WTIA for all fringe benefits, whether statutory
or otherwise, provided to its employees, all payroll costs, and all of WTIA's
operating costs associated with this Agreement, including licensing fees,
payroll processing fees, legal fees, general supplies and insurance, as well as
all other costs incurred by WTIA pursuant to this Agreement.




<PAGE>
 
                         Subsidiaries of the Registrant

     At the consummation of the Reorganization and the closing of this Offering,
the Registrant will have the following subsidiaries:

     West Telemarketing Corporation, a corporation incorporated under the laws
     of the state of Delaware;

     West Telemarketing Corporation Outbound, a corporation incorporated under
     the laws of the state of Delaware; and

     West Interactive Corporation, a corporation incorporated under the laws of
     the state of Delaware.