UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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[ ] Preliminary Proxy Statement

[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

PREMIERE GLOBAL SERVICES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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[X] No fee required

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or the form or schedule and the date of its filing.

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PREMIERE GLOBAL SERVICES

3399 PEACHTREE ROAD, N.E.
THE LENOX BUILDING
SUITE 700
ATLANTA, GEORGIA 30326

May 10, 2007

Dear Shareholder:

On behalf of the board of directors and management of Premiere Global
Services, Inc., you are cordially invited to our 2007 annual meeting of
shareholders to be held on Wednesday, June 27, 2007, at 10:00 a.m. local time at
the Antlers Hilton Hotel, 4 South Cascade Avenue, Colorado Springs, Colorado
80903.

At the annual meeting, shareholders will be asked to:

o elect two Class I directors,

o approve an amendment to our bylaws to declassify our board of
directors and provide for the annual election of all of our
directors,

o approve any motion to adjourn the 2007 annual meeting of
shareholders to another time and place, if necessary, for the
purpose of soliciting additional proxies if there are not
sufficient votes at the time of the annual meeting to approve
the proposal to amend our bylaws, and

o transact such other business as may properly come before the
annual meeting or any adjournment thereof.

These matters are described in the accompanying notice of annual meeting and
proxy statement.

It is important that your stock be represented at our annual meeting
regardless of the number of shares you hold. Whether or not you plan to attend
the meeting in person, please take the time to vote by mailing in your proxy
card. As explained in the attached proxy statement, you may withdraw your proxy
at any time before it is actually voted at the meeting.

If you plan to attend our annual meeting, please check the proxy card
in the space provided. This will assist us with meeting preparations and will
enable us to expedite your admittance. If your shares are not registered in your
own name, and you would like to attend the meeting, please ask the broker,
trust, bank or other nominee which holds the shares to provide you with evidence
of your share ownership which will enable you to gain admission to the meeting.

Sincerely,

/s/ BOLAND T. JONES
Boland T. Jones
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD

PREMIERE GLOBAL SERVICES, INC.
3399 PEACHTREE ROAD, N.E.
THE LENOX BUILDING
SUITE 700
ATLANTA, GEORGIA 30326

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 27, 2007

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the 2007 annual meeting of shareholders of
Premiere Global Services, Inc. will be held at the Antlers Hilton Hotel, 4 South
Cascade Avenue, Colorado Springs, Colorado 80903, on Wednesday, June 27, 2007,
at 10:00 a.m. local time, for the purposes of:

1. electing two Class I directors,

2. approving an amendment to our bylaws to declassify our board
of directors and provide for the annual election of all of our
directors,

3. approving any motion to adjourn the meeting to another time or
place, if necessary, for the purpose of soliciting additional
proxies if there are not sufficient votes at the time of the
meeting to approve the proposal to amend our bylaws, and

4. transacting such other business as may properly come before
the annual meeting or any adjournments thereof.

Information relating to the foregoing matters is set forth in the
attached proxy statement. Shareholders of record at the close of business on
April 19, 2007 are entitled to receive notice of and to vote at our annual
meeting and any adjournments thereof.

By Order of the Board of Directors,

/s/ L. SCOTT ASKINS
L. Scott Askins
SECRETARY
Atlanta, Georgia
May 10, 2007

PLEASE READ THE ATTACHED PROXY STATEMENT AND PROMPTLY COMPLETE, EXECUTE
AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
YOU CAN SPARE US THE EXPENSE OF FURTHER PROXY SOLICITATION BY RETURNING YOUR
PROXY CARD PROMPTLY. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY
AND VOTE IN PERSON IF YOU SO DESIRE.

TABLE OF CONTENTS
PAGE

VOTING 3
General
Quorum and Vote Required
Proxies and Other Matters That May Come Before the Meeting
PROPOSAL 1 - ELECTION OF DIRECTORS 5
Nominees
Information Regarding Nominees and Continuing Directors and
Executive Officers
PROPOSAL 2 - AMENDMENT TO BYLAWS TO DECLASSIFY THE BOARD 8
PROPOSAL 3 - ADJOURNMENT OF THE MEETING TO SOLICIT ADDITIONAL PROXIES 9
CORPORATE GOVERNANCE MATTERS 10
Independent Directors
Meetings of the Board of Directors
Audit Committee
Compensation Committee
Compensation Committee Interlocks and Insider Participation
Nominating and Governance Committee
Shareholder Director Nominations
Code of Conduct and Ethics and Corporate Governance Guidelines
Communications with the Board of Directors
Director Compensation Director Compensation for the 2006 Fiscal Year
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 18
COMPENSATION DISCUSSION AND ANALYSIS 20
Executive Compensation Program Objectives
Executive Compensation Determinations and Assessments
Elements of Our Executive Compensation Program
Tax and Accounting Considerations
Equity Grant Practices
COMPENSATION COMMITTEE REPORT 26
EXECUTIVE COMPENSATION 27
Summary Compensation Table
Grants of Plan-Based Awards in Fiscal Year 2006
Outstanding Equity Awards at 2006 Fiscal Year End
Option Exercises and Stock Vested in Fiscal Year 2006
Potential Payments Upon Termination or Change in Control
Individual Employment Agreements
EQUITY COMPENSATION PLAN INFORMATION 38
CERTAIN TRANSACTIONS 38
Review and Approval of Related Party Transactions
Related Party Transactions
AUDIT COMMITTEE REPORT 40
INDEPENDENT PUBLIC ACCOUNTANTS 41
AUDIT MATTERS 41
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 41
SHAREHOLDER PROPOSALS 42
OTHER MATTERS 42

PREMIERE GLOBAL SERVICES, INC.

PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 2007

This proxy statement is furnished to the shareholders of Premiere
Global Services, Inc., a Georgia corporation, in connection with the
solicitation of proxies by our board of directors for use at our annual meeting
of shareholders and at any adjournments thereof. Our annual meeting will be held
on Wednesday, June 27, 2007, at 10:00 a.m. local time, at the Antlers Hilton
Hotel, 4 South Cascade Avenue, Colorado Springs, Colorado 80903.

The approximate date on which we are first mailing this proxy statement
and the accompanying proxy card to shareholders is May 21, 2007.

On April 19, 2007, we announced that we had reached an agreement with
various parties affiliated with Crescendo Partners II, L.P., Series E (Crescendo
Partners) relating to this annual meeting. Under the terms of that agreement, we
commenced a $150 million self-tender offer on April 23, 2007 to acquire up to
11,857,707 shares of our common stock, or approximately 17% of our outstanding
shares, at a fixed price of $12.65 per share in cash. The offer price
represented a premium of approximately 10% above the average closing stock price
over the ten trading days preceding that announcement.

We also agreed to recommend that shareholders approve at this annual
meeting a proposal to declassify our board of directors and provide for the
annual election of all of our directors. If that proposal is approved,
commencing in 2008 each of our directors will be elected for a one-year term and
stand for re-election annually thereafter. See "Proposal 2 - Amendment of Bylaws
to Declassify Our Board."

We also announced the appointment of W. Steven Jones to our board and
that Mr. Jones and J. Walker Smith, Jr. would serve as the board's director
candidates for election at this annual meeting. As part of the settlement,
Crescendo Partners withdrew its proxy contest and certain activities related to
this annual meeting and agreed to vote its shares in favor of the board's
nominees and proposals at this annual meeting. Crescendo Partners has also
agreed to certain standstill provisions until the earlier of our 2008 annual
meeting of shareholders and June 30, 2008, however, the standstill provisions do
not preclude Crescendo Partners from nominating up to two directors for election
to the board in connection with the 2008 annual meeting.

VOTING
GENERAL

The securities that can be voted at our annual meeting consist of our
common stock, $.01 par value per share. Holders of our common stock are entitled
to cast one vote for each share held on the record date on each matter submitted
to the shareholders at the annual meeting. Our common stock is voted as a single
class.

The record date for the determination of shareholders who are entitled
to receive notice of and to vote at the annual meeting has been fixed by our
board of directors as the close of business on April 19, 2007. On the record
date, 70,362,492 shares of our common stock were outstanding and eligible to be
voted at the annual meeting.

QUORUM AND VOTE REQUIRED

For each proposal to be considered at the annual meeting, the presence,
in person or by proxy, of a majority of the votes entitled to be cast on the
proposal is necessary to constitute a quorum for action on that matter.
Abstentions, votes withheld from any nominee and broker non-votes (which occur
when shares held by brokers or nominees for

beneficial owners are voted on some matters but not on others) will be counted
as present for purposes of determining the presence or absence of a quorum with
regard to any proposal at the annual meeting.

With regard to Proposal 1, the election of two Class I directors, each
director must be elected by a plurality of the votes cast at this annual meeting
by the holders of shares entitled to vote. Shareholders may vote "for" all of
the director nominees, "withhold" authority to vote for all of the nominees or
"withhold" authority to vote for any individual nominee but vote for the other
nominee. Shares that are withheld from voting as to any nominee and broker
non-votes will not affect the outcome. All properly executed and dated proxy
cards delivered by shareholders to us in time to be voted at the annual meeting,
and not revoked, on which no instructions are indicated, will be voted "FOR" the
election of the two named director nominees.

With regard to Proposal 2, the amendment of our bylaws to declassify
our board of directors and provide for the annual election of all of our
directors, the affirmative vote of the holders of 75% of the shares entitled to
vote on the proposal is required for its approval. Therefore, abstentions and
broker non-votes will have the same effect as votes "AGAINST" the proposal to
amend our bylaws to declassify our board of directors and provide for the annual
election of all of our directors. With the exception of broker non-votes, the
treatment of which is discussed above, all properly executed and dated proxy
cards delivered by shareholders to us in time to be voted at the annual meeting,
and not revoked, on which no instructions are indicated, will be voted "FOR" the
proposal to amend our bylaws to declassify our board of directors and provide
for the annual election of all of our directors.

With regard to Proposal 3, the approval of any motion to adjourn the
meeting to another time and place for the purpose of soliciting additional
proxies, the votes cast in favor of the proposal must exceed the votes cast
opposing the proposal in order for the proposal to be approved. Therefore,
abstentions and broker non-votes will have no effect on the outcome of a motion
to adjourn for the purpose of soliciting additional proxies. Failures to respond
will not be counted as shares present in person or represented by proxy and
therefore also will have no effect on the outcome of a motion to adjourn. With
the exception of broker non-votes, all properly executed and dated proxy cards
delivered by shareholders to us in time to be voted at the annual meeting, and
not revoked, on which no instructions are indicated, will be voted "FOR" the
proposal to approve any motion to adjourn the meeting to another time and place
for the purpose of soliciting additional proxies.

PROXIES AND OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

The accompanying proxy card is for use at the annual meeting if a
shareholder is unable to attend in person or is able to attend but does not wish
to vote in person. Shareholders should specify their choices with regard to each
proposal on the enclosed proxy card. All properly executed and dated proxy cards
delivered by shareholders to us in time to be voted at the annual meeting, and
not revoked, will be voted at the annual meeting in accordance with the
instructions given.

Our board of directors is not aware of any other business to be
presented to a vote of our shareholders at the annual meeting. As permitted by
Rule 14a-4(c) of the SEC, the persons named as proxies on the proxy card will
have discretionary authority to vote in their judgment on any proposals
presented by shareholders for consideration at the annual meeting that were
submitted to us after December 11, 2006. Such proxies also will have
discretionary authority to vote in their judgment upon the election of any
person as a director in place of a nominee named on the proxy card whom is
unable to serve or for good cause will not serve as a director, and upon matters
incident to the conduct of the annual meeting.

The giving of a proxy does not affect the right to vote in person
should the shareholder attend the annual meeting. Any shareholder who has given
a proxy has the power to revoke it at any time before it is voted by giving
written notice of revocation to us at Premiere Global Services, Inc., c/o
Secretary, 3399 Peachtree Road, N.E., The Lenox Building, Suite 700, Atlanta,
Georgia 30326, by executing and delivering a proxy card bearing a later date to
the Secretary, or by voting in person at the annual meeting. If a shareholder
will not be attending the annual meeting,

any proxy or notice should be returned in time for receipt no later than the
close of business on the day preceding the annual meeting.

In addition to soliciting proxies directly, we have requested brokerage
firms, nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners of shares held of record by them. We also may solicit proxies
through our directors, officers and employees in person and by telephone and
facsimile, without payment of additional compensation to such persons. All
expenses incurred in connection with the solicitation of proxies will be borne
by us. We have retained Innisfree M&A Incorporated to assist in the solicitation
of proxies for a fee of approximately $10,000 plus expenses.

PROPOSAL 1
ELECTION OF DIRECTORS

NOMINEES

Pursuant to our bylaws, the number of our directors may not be less
than three nor more than ten, with the precise number to be determined by
resolution of our board of directors from time to time. Currently, our board of
directors comprises seven directors. Our board of directors is currently divided
into three classes, with two directors in each of Class I and II and three
directors in Class III. The directors in each class are elected by our
shareholders for a term of three years and until their successors are elected
and qualified or until such directors' death, resignation or removal. The term
of office of one of the classes of directors expires each year at our annual
meeting of shareholders, and a new class of directors is elected by our
shareholders each year at that time. If the shareholders approve Proposal 2, to
approve an amendment to our bylaws to declassify our board of directors and
provide for the annual election of all of our directors, all directors would
stand for re-election annually beginning at our 2008 annual meeting of
shareholders.

W. Steven Jones was appointed to our board of directors on April 18,
2007 to fill a vacancy in Class I left by the resignation of Jeffrey A. Allred
from the company and the board on January 1, 2007. The board recognizes and
appreciates the contribution of Mr. Allred during his years of service with the
company and on the board and welcomes the experience and qualifications of Mr.
Jones to our board.

At the annual meeting, the terms of the two Class I directors, W.
Steven Jones and J. Walker Smith, Jr., will expire. In accordance with the
recommendation of our nominating and governance committee, our board of
directors has nominated W. Steven Jones and J. Walker Smith, Jr. to stand for
election as Class I directors at our annual meeting of shareholders.

If any of the nominees should be unavailable to serve for any reason
(which is not anticipated), our board of directors may designate a substitute
nominee or nominees (in which case the persons named as proxies on the enclosed
proxy card will vote the shares represented by all valid proxy cards for the
election of such substitute nominee or nominees), allow the vacancy or vacancies
to remain open until a suitable candidate or candidates are located and
nominated by resolution of our board of directors, or by resolution provide for
a lesser number of directors.

If elected by the shareholders, and assuming that Proposal 2 is
adopted, the Class I nominees will serve one-year terms that will expire at our
2008 annual meeting. If elected by the shareholders, and Proposal 2 is not
adopted by the necessary vote of shareholders, the Class I nominees would serve
three-year terms that will expire at our 2010 annual meeting. However, as part
of our settlement with Crescendo Partners, we agreed that, if Proposal 2 is not
adopted by the necessary vote of shareholders at this annual meeting, we will
promptly procure from each of our directors whose term as a director would
otherwise continue past the 2008 annual meeting of shareholders (that is,
directors in Class I and III) a conditional resignation from the board requiring
those directors to voluntarily submit to re-election at the 2008 annual meeting
and, if they are not re-elected, to resign from the board effective as of the
close of the 2008 annual meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO ELECT W. STEVEN JONES AND J. WALKER SMITH, JR. AS OUR
CLASS I DIRECTORS.

INFORMATION REGARDING NOMINEES AND CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the two
nominees for director, the five incumbent directors whose terms as directors
will continue following the annual meeting, and our current executive officers.

CLASS I DIRECTORS NOMINATED

W. Steven Jones Mr. Jones, age 55, has been a director since April
2007. He has served as Dean of Kenan-Flagler Business
School of the University of North Carolina at Chapel
Hill since August 2003. He served as Chief Executive
Officer and Managing Director of Suncorp Metway Ltd.,
an Australian banking, insurance and funds management
company in Brisbane, Queensland from December 1996 to
September 2002. Prior to that time, he served as
Chief Executive Officer and Managing Director of ANZ
Banking Group, N.Z., Ltd. Mr. Jones currently serves
as a director and member of the asset quality
committee of Bank of America Corporation and as a
director and member of the finance committee and
organization and compensation committee of Progress
Energy Inc.

J. Walker Smith, Jr. Mr. Smith, age 51, has served as a director since
June 2001. He has served as a director and President
of Yankelovich, Inc., a market services company
specializing in database marketing solutions and
consumer lifestyles consulting, since May 1999, and
previously served as Managing Partner and Head of
Yankelovich Monitor from September 1995 until May
1999, and as Senior Vice President and Managing
Partner of Yanklelovich's Atlanta, Georgia office
from 1991 until September 1995. He serves as a member
of the board of the American Marketing Association
and the board of advisors for the School of
Journalism and Mass Communications at the University
of North Carolina at Chapel Hill. Mr. Smith
previously served as a director of Cyber Dialogue
(n/k/a Fulcrum Analytics) and as a member of the
board of advisors of Screen4Me Corporation and A.C.
Nielsen Masters in Marketing Research Program.

INCUMBENT CLASS II DIRECTORS

Wilkie S. Colyer Mr. Colyer, age 57, has served as a director since
March 2004. Mr. Colyer has served as a principal and
partner in The Breckenridge Group, Inc., an
Atlanta-based investment banking firm, since 1988.

Raymond H. Pirtle, Jr. Mr. Pirtle, age 65, has served as a director since
June 1997. He has served as Chief Manager of Claridge
Company, LLC, a privately-held financial services
firm whose primary focus is to link small
corporations with professional investors, since March
2005. Mr. Pirtle was a founder and served as Senior
Managing Director of Avondale Partners, LLC, an
independently-owned, Nashville-based financial
services firm dedicated to equity research,
investment banking activities and equity capital
markets, from June 2001 to March 2005. He served as
Managing Director and as a director of SunTrust
Equitable Securities Corporation from February 1989
to June 2001. Mr. Pirtle currently serves as a
director and a member of the audit committees of
IceWeb, Inc. and Tricell, Inc. He was previously a
director and member of the audit committee of
eNucleus, Inc. and a director and chairman of the
compensation committee of Sirrom Capital Corporation,
which was acquired by Finova Group.

INCUMBENT CLASS III DIRECTORS

Boland T. Jones Mr. Jones, age 47, our founder, has served as a
director and our Chief Executive Officer since our
inception in July 1991. Since September 1993, Mr.
Jones has also served as Chairman of our board of
directors. From February 1993 until August 1998, Mr.
Jones served as our President.

Jeffrey T. Arnold Mr. Arnold, age 37, has served as a director since
April 1999. Mr. Arnold is the founder and has served
since September 2002 as the Chairman and Chief
Executive Officer of Convex Group, Inc., an
Atlanta-based media and entertainment holding company
that acquires and integrates unique content,
technology and distribution assets to create new
media enterprises. Mr. Arnold was founder of and,
from October 1996 to October 2000, served as a
director and Chief Executive Officer of WebMD
Corporation.

John R. Harris Mr. Harris, age 58, has served as a director since
November 2003. Mr. Harris has served as a director
and President and Chief Executive Officer of
eTelecare Global Solutions, Inc., a leading provider
of outsourced customer care solutions, since February
2006. He previously served as an information
technology consultant from December 2005 to February
2006. He served as Chief Executive Officer of Seven
Worldwide, Inc. (f/k/a Applied Graphics Technologies
Inc.), a digital content management company, from
December 2003 to December 2005. Prior to that time,
he served as Chief Executive Officer and President of
Delinea Corporation from July 2002 to December 2003.
He served as Chief Executive Officer and President of
Exolink from August 2001 to July 2002 and as Chairman
and Chief Executive Officer of Ztango, Inc. from 1999
to 2001. Prior to that time, Mr. Harris served in
various executive positions with Electronic Data
Systems Corporation for over 25 years. He currently
serves on the board of directors and the audit
committees of InVentiv Health, Inc. (f/k/a Ventiv
Health, Inc.) and Answerthink, Inc. He previously
served on the board of Seven Worldwide and as a
member of the board and audit committee of Genuity
Inc.

INCUMBENT EXECUTIVE OFFICERS

Boland T. Jones Please refer to the information provided under
"Incumbent Class III Directors."

Michael E. Havener Mr. Havener, age 39, has served as our Chief
Financial Officer since March 2004 and, from December
2002 until March 2004, he served as Chief Financial
Officer of our former Conferencing & Collaboration
business unit. From March 2002 to December 2002, Mr.
Havener was Vice President and Controller of Airgate
PCS, Inc. Mr. Havener previously served as our
Corporate Controller from August 1998 until March
2002, and he served as Controller of our former
Voicecom business unit and as our Director of
Strategic Development from August 1998 to March 2002.

Theodore P. Schrafft Mr. Schrafft, age 51, has served as our President
since July 2006. He served as President of our former
Conferencing & Collaboration business unit from
January 2000 to July 2006, and from March 1999 until
January 2000, Mr. Schrafft was Senior Vice President
and General Manager of that former business unit. He
served as President of our former Voice and Data
Messaging division from August 1998 to March 1999,
and from October 1997 until August 1998, he served as
our Vice President of Corporate Messaging. From June
1996 until October 1997, he served as President and
Chief Operating Officer of Voicecom Systems, Inc., an
integrated messaging and 800-based services company,
which was acquired by us in October 1997.

T. Lee Provow Mr. Provow, age 49, has served as our President,
Global Operations since July 2006. He served as
President of our former Data Communications business
unit from August 2003 to July 2006. From November
2002 to August 2003, he was Chairman of the Executive
Committee of Comdial Corporation, a converged voice
and data communications services provider, and served
as Chairman of the Board of Comdial from October 2002
to August 2003. From January 2002 to November 2002,
Mr. Provow was President and Managing Director of
Commonwealth Holdings, LLC, a private investment
fund. From January 2000 to December 2001, he was
President and Chief Executive Officer of Intelispan,
which was acquired by McLeod USA, and had served as a
director of Intelispan from August 1988 until its
acquisition. Mr. Provow also previously served as a
director of Allure Technologies, Comdial and Inksure
Technologies Inc.

PROPOSAL 2
AMENDMENT OF BYLAWS TO DECLASSIFY OUR BOARD

Our board of directors has unanimously adopted resolutions, subject to
shareholder approval, approving and recommending the amendment of our bylaws to
declassify our board of directors and provide for the annual election of all of
our directors. If our shareholders approve the proposed amendment to our bylaws,
the terms for all of our directors would end at our 2008 annual meeting and,
beginning with the 2008 annual meeting, all directors would be elected for
one-year terms at each annual meeting.

If the proposal to amend our bylaws is not approved, our board of
directors would remain classified and the directors elected at this annual
meeting would serve three-year terms expiring in 2010 and all other directors
would remain in office for the remainder of their three-year terms. As part of
our settlement agreement with Crescendo Partners, we agreed that, if this
proposal to amend our bylaws to declassify our board is not adopted by the
necessary vote of shareholders, we will promptly procure from each of our
directors whose term as a director would otherwise continue past the 2008 annual
meeting of shareholders (that is, directors in Class I and III) a conditional
resignation from the board requiring those directors to voluntarily submit to
reelection at the 2008 annual meeting and, if they are not reelected, to resign
from the board effective as of the close of the 2008 annual meeting.

BACKGROUND OF PROPOSAL

Pursuant to our bylaws, our board of directors is currently divided
into three classes, with two directors in each of Class I and II and three
directors in Class III. The directors in each class are elected by our
shareholders for a term of three years and until their successors are elected
and qualified or until such directors' death, resignation or removal. The term
of office of one of the classes of directors expires each year at our annual
meeting of shareholders, and a new class of directors is elected by our
shareholders each year at that time.

Over the past few years, shareholder proposals to declassify boards of
directors have received increasing support. We gave careful consideration of the
appropriate board structure for the company as well as the views of our
shareholders. A classified board can enhance the stability of the board, promote
continuity of institutional knowledge about the company and its industry,
encourage a long-term perspective on the part of directors and reduce a
company's vulnerability to coercive takeover tactics. On the other hand, annual
elections of directors may maintain and enhance the accountability of directors,
by providing shareholders with the opportunity to evaluate and elect all
directors annually. Our board concluded that the legitimate advantages of a
classified board were outweighed by the advantages of a structure that is
considered by many investors to be a "best practice" in corporate governance.

AMENDMENT TO BYLAWS

Section 3.2 of our bylaws currently provides:

3.2 NUMBER, ELECTION AND TERM OF OFFICE. The number of
directors of the Corporation shall be fixed by resolution of the Board
of Directors from time to time and, until otherwise determined, shall
be between three and ten; PROVIDED, HOWEVER, that no decrease in the
number of directors shall have the effect of shortening the term of an
incumbent director. Except as provided in Section 3.4, the directors
shall be elected at each annual meeting of shareholders, or at a
special meeting of shareholders called for purposes that include the
election of directors, by a plurality of the votes cast by the shares
entitled to vote and present at the meeting. The terms of office of
directors will be staggered by dividing the total number of directors
into three classes, with each class accounting for one-third, as near
as may be, of the total, with the actual number of directors within
each of the three classes to be determined by vote of a majority of the
entire Board of Directors. The terms of directors in the first class
expire at the first annual shareholders' meeting after their election.
The terms of the second class expire at the second annual shareholders'
meeting after their election, and the terms of the third class expire
at the third annual shareholders' meeting after their election. At each
annual shareholders' meeting held thereafter, directors shall be chosen
for a term of three years to succeed those whose terms expire. If the
number of directors is changed, any increase or decrease shall be so
apportioned among the classes as to make all classes as nearly equal in
number as possible, and when the number of directors is increased and
any newly created directorships are filled by the board, the terms of
the additional directors shall expire at the next election of directors
by the shareholders. Each director, except in the case of his earlier
death, written resignation, retirement, disqualification or removal,
shall serve for the duration of his term, as staggered, and thereafter
until his successor shall have been elected and qualified.

If approved by shareholders, Section 3.2 of our bylaws will be deleted
in its entirety and replaced with the following new Section 3.2:

If approved by our shareholders, the amendment to our bylaws would
become effective immediately, and would first apply to the election of directors
at our 2008 annual meeting.

The approval of this proposal requires the affirmative vote of 75% of
our outstanding shares of common stock entitled to vote on this proposal. OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO AMEND OUR BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE
FOR THE ANNUAL ELECTION OF ALL OF OUR DIRECTORS.

PROPOSAL 3
ADJOURNMENT OF THE MEETING TO SOLICIT ADDITIONAL PROXIES

If, at the time we convene the annual meeting, we anticipate that
shareholders present, in person or by proxy, and intending to vote for Proposal
2 above are insufficient for approval of this proposal, a proposal will be made
to adjourn the annual meeting to reconvene at a later date in order to permit
management to solicit additional proxies.

In order to allow proxies received at the time of the annual meeting to be voted
for such an adjournment, if necessary, we are submitting the question of
adjournment under those circumstances to our shareholders as a separate
procedural matter for consideration. If a quorum is present, the vote of the
holders of a majority of the shares present, or represented, and entitled to
vote at the annual meeting will be required to approve any such adjournment to a
later date.

If it is necessary to adjourn the annual meeting to a later date and
the adjournment is until a date that is not more than 120 days following the
original date of the annual meeting, under Georgia law and our bylaws, we will
not be required to give any additional notice of the time and place of the
adjourned meeting to shareholders other than an announcement at the annual
meeting. We expect that shareholders will take final action to elect directors
on the scheduled date of the annual meeting (June 27, 2007), regardless of
whether the meeting is adjourned to a later date for further consideration of
Proposal 2.

Approval of a proposed adjournment would require the affirmative vote
of a majority of the votes cast on the matter. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE ANY
ADJOURNMENT.

CORPORATE GOVERNANCE MATTERS

Our board of directors believes that good corporate governance
practices lead to successful business performance. Our corporate governance
practices are designed to align the interests of our board and management with
those of our shareholders and to promote integrity throughout our company. Over
the past several years, we have enhanced our corporate governance practices in
many important ways as described below, including:

o Six of our seven board members are independent, and all of our
board committee members are independent, as defined by NYSE
listing standards.

o We appointed a presiding independent director to preside over
executive sessions of independent directors without management
present, who also functions as a liaison between independent
directors and our Chairman of the Board and other members of
management.

o Our board has adopted clear corporate governance guidelines
and a code of conduct and ethics that applies to our
directors, officers and employees.

o We maintain a hotline available to all of our employees, and
our audit committee has procedures in place for the
confidential, anonymous submission of employee concerns
relating to accounting, internal auditing controls or audit
matters.

o Our internal audit function maintains critical oversight over
the key areas of our business and financial processes and
controls and reports directly to our audit committee.

o We have not had a poison pill since April 2005, when our board
approved the termination of our shareholder rights plan.

In addition, at the annual meeting, we are asking shareholders to
approve an amendment to our bylaws to declassify our board of directors and
provide for the annual election of all of our directors. If our shareholders
approve the proposed amendment to our bylaws, the terms for all of our directors
would end at our 2008 annual meeting, and beginning with our 2008 annual
meeting, all directors would be elected for one-year terms at each annual
meeting. See "Proposal 2 - Amendment of Bylaws to Declassify Our Board."

INDEPENDENT DIRECTORS

The independent members of our board of directors, as defined by the
NYSE listing standards, meet in executive session at least twice a year in
conjunction with regularly scheduled board meetings. In 2006, the independent
members of our board met four times in executive session without management
present. Our board of directors has affirmatively determined that a
supermajority of our board members (Jeffrey T. Arnold, Wilkie S. Colyer, John R.
Harris, W. Steven Jones, Raymond H. Pirtle, Jr. and J. Walker Smith, Jr.) are
independent members of our board under the NYSE listing standards. Any
independent director may call an executive session of independent directors at
any time upon not less than five days' prior notice duly given, which notice
shall include the purposes, location and time of the meeting. Our independent
directors appointed Mr. Colyer to serve as our presiding independent director to
preside over executive sessions of non-management directors in February 2007.
Mr. Arnold served as our independent presiding director during 2006.

Our board has established guidelines to assist it in determining
director independence (which we refer to in this proxy statement as
"independence guidelines"), which are more exacting than the independence
requirements under the NYSE rules. Under these independence guidelines, a
director will not be independent if:

o the director is, or has been within the last three years,
employed by us, or an immediate family member is, or has
served within the last three years, as one of our executive
officers,

o the director has received during any 12-month period within
the last three years any direct compensation from us in excess
of $100,000, other than director and committee fees and
pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any
way on continued service),

o an immediate family member has received during any 12-month
period within the last three years more than $100,000 in
direct compensation from us,

o (1) the director or an immediate family member is a current
partner of a firm that is our internal or external auditor;
(2) the director is a current employee of such a firm; (3) an
immediate family member is a current employee of such a firm
and participates in the firm's audit, assurance or tax
compliance (but not tax planning) practice; or (4) the
director or an immediate family member was within the last
three years (but is no longer) a partner or employee of such
firm and personally worked on our audit within that time,

o the director or an immediate family member is, or has been
within the last three years, employed as an executive officer
of another company where any of our current executive officers
serves or served on that company's compensation committee,

o the director is a current employee or executive officer, or an
immediate family member is a current executive officer, of a
company that has made payments to, or received payment from,
us for property or services in an amount which, in any of the
last three fiscal years, exceeds the greater of $1 million or
two percent of such other company's consolidated gross
revenues,

o at the time of the independence determination, the director is
an employee or executive officer, or an immediate family
member is an executive officer, of another company which is
indebted to us, or to which we are indebted, and the total
amount of either company's indebtedness to the other at the
end of the last completed fiscal year is more than one percent
of the other company's total consolidated assets, or

o the director serves as an officer, director or trustee of a
charitable, tax exempt organization and, within the preceding
three years, our discretionary charitable contributions to
that organization in any single fiscal year are greater than
$1 million or two percent of that organization's total annual
charitable receipts.

These independence guidelines are part of our corporate governance guidelines
which are available on our Web site at PGICONNECT.COM (follow the "Investor
Relations" link to "Corporate Governance" - "Corporate Governance Guidelines").
In addition to applying these independence guidelines, our board shall consider
all relevant facts and circumstances when making a determination of
independence, including commercial, industrial, banking, consulting,

legal, accounting, charitable and familial relationships. Our board shall
consider the issue not merely from the standpoint of a director, but also from
that of persons or organizations with which the director has a significant
affiliation. An independent director should be free of any relationship with us
or our management that is reasonably likely to impair the director's ability to
make independent judgments. If our board determines that a director who
satisfies the NYSE rules is independent even though they do not satisfy all of
our independence guidelines, this determination will be disclosed and explained
in our proxy statement.

After the review and recommendation of the nominating and governance
committee, the board of directors has affirmatively determined that Jeffrey T.
Arnold, Wilkie S. Colyer, John R. Harris, W. Steven Jones, Raymond H. Pirtle,
Jr. and J. Walker Smith, Jr. are independent members of our board under the NYSE
listing standards and our independence guidelines. In reaching this
determination, our board of directors considered the existing advertising
contract we have with HowStuffWorks, Inc. that the audit committee pre-approved
in 2005 according to its charter and which is disclosed under "Certain
Transactions." Our board also considered the approximately two percent ownership
interest of our Chairman of the Board in Convex Group (the parent of
HowStuffWorks), of which Mr. Arnold is an executive officer and which is not
otherwise disclosed under "Certain Transactions." In addition, the board
considered that Mr. Jones also serves on the board of Bank of America, which
serves as administrative agent under our credit facility and that provides us
with commercial banking services in the ordinary course of business. Our board
has determined that none of these relationships violated our independence
guidelines.

MEETINGS OF THE BOARD OF DIRECTORS

Our board of directors encourages all board members to attend each of
our annual meetings of shareholders, particularly those directors who are up for
election at any such meeting. Where a director is unable to attend an annual
meeting in person but is able to do so by conference call, we will arrange for
the director's participation by means where the director can hear, and be heard,
by those present at the meeting. Five directors attended last year's annual
meeting, either in person or via conference call.

Our board of directors conducts its business through meetings and
unanimous written consents and through committees of our board. We have the
following standing committees to which directors are appointed: the audit
committee, the compensation committee and the nominating and governance
committee. During the year ended December 31, 2006, our board of directors held
six meetings and took action by unanimous written consent on five occasions.
Each of our directors attended at least 75% of all meetings of the full board of
directors and each committee of our board of which such director was a member,
except Mr. Arnold who attended 71% of all meetings of the full board and
attended 100% of all committee meetings of which he is a member.

NOMINATING
AND
DIRECTOR AUDIT COMPENSATION GOVERNANCE
-------- ----- ------------ ----------
Boland T. Jones
Jeffrey T. Arnold Chairman
Wilkie S. Colyer X Chairman
John R. Harris Chairman X
W. Steven Jones
Raymond H. Pirtle, Jr. X
J. Walker Smith, Jr. X

AUDIT COMMITTEE

Our audit committee, which met eight times in 2006 and took action by
unanimous written consent one time, is responsible for:

o reviewing our financial statements, reports and other
financial information,

o appointing and overseeing our independent auditors, who report
directly to the audit committee,

o overseeing the integrity of our financial reporting processes
and the annual audit of our financial statements,

o reviewing with our auditors our internal controls and
procedures for financial reporting,

o reviewing the quality of appropriateness of our accounting
principles and underlying estimates,

o pre-approving all audit and permitted non-audit services,

o overseeing the performance of our internal audit function,

o establishing procedures for the receipt, retention and
treatment of complaints received by us regarding accounting,
internal accounting controls or auditing matters and the
confidential anonymous submission of concerns regarding
questionable accounting or auditing matters, and

o approving and reviewing on an on-going basis our related party
transactions.

These duties and responsibilities are set forth in our amended and restated
audit committee charter, a copy of which is available on our Web site at
PGICONNECT.COM (follow the "Investor Relations" link to "Corporate Governance"
- -- "Board Committees"), and the charter is available in print to any shareholder
who requests it by writing to the Secretary at the same address under
"Communications with the Board of Directors." The audit committee currently
comprises John R. Harris (Chairman), Wilkie S. Colyer and Raymond H. Pirtle, Jr.
At least quarterly in connection with a regularly scheduled audit committee
meeting, our audit committee meets separately in executive session without
management present with our independent auditors and also with our internal
auditors. Our board of directors has determined that Mr. Harris is an audit
committee financial expert under the rules of the SEC and NYSE listing
standards, and that Messrs. Harris, Colyer and Pirtle are financially literate
and "independent," as independence for audit committee members is defined in our
independence guidelines, SEC rules and NYSE listing standards.

COMPENSATION COMMITTEE

Our compensation committee, which met eight times in 2006 and took
action by unanimous written consent three times, is responsible for:

o setting and approving the compensation goals regarding our
Chief Executive Officer and evaluating our Chief Executive
Officer's performance in light of those goals,

o reviewing and evaluating the compensation of our other
executive officers,

o determining and approving the compensation of our Chief
Executive Officer and our other executive officers,

o reviewing and evaluating the compensation of our directors and
recommending changes in director compensation to our board,

o administering stock award grants to our directors, executive
officers and other employees under our equity-based plans, and

o making recommendations to the board regarding our incentive
compensation plans and equity-based plans.

A copy of our amended and restated compensation committee charter is
attached as Appendix A to this proxy statement and is available on our Web site
at PGICONNECT.COM (follow the "Investor Relations" link to "Corporate
Governance" -- "Board Committees"), and the charter is available in print to any
shareholder who requests it by writing to the Secretary at the same address
under "Communications with the Board of Directors." The compensation committee
currently comprises Wilkie S. Colyer (Chairman) and John R. Harris. Messrs.
Colyer and Harris are independent

under the NYSE listing standards and our independence guidelines for purposes of
compensation committee membership.

Our compensation committee's charter provides that the committee has
authority to delegate any of its responsibilities to subcommittees as this
committee may deem appropriate. If a third party compensation consultant is to
assist in evaluating the amount or form of director or executive compensation or
make recommendations about such compensation, our compensation committee has the
sole authority to retain, at our expense, and terminate the compensation
consultant, including sole authority to approve the consultant's fees and other
retention terms. Our compensation committee retained independent compensation
consultants in 2005 in connection with evaluating changes to our non-employee
director compensation and in 2004 in connection with evaluating Messrs. Jones'
and Allred's amended and restated employment agreements.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2006, Messrs. Colyer and Harris served on the compensation
committee and neither of these directors has ever been one of our employees or
officers. None of our executive officers serves as a member of the compensation
committee of any other entity that has one or more executive officers serving as
a member of our compensation committee.

NOMINATING AND GOVERNANCE COMMITTEE

Our nominating and governance committee, which met two times in 2006
and took action by unanimous written consent one time, is responsible for:

o identifying individuals qualified to serve on our board of
directors, consistent with criteria approved by our board,

o recommending that the board select a slate of director
nominees for election by our shareholders at the annual
meeting,

o developing and recommending to our board a set of corporate
governance principles applicable to us as may be required or
appropriate for our effective governance,

o reviewing annually our corporate governance guidelines and
board committee charters,

o overseeing the annual evaluation of our management, board and
the committees of the board, and

o reporting the results of these reviews and evaluations to our
board, committees and management, along with any
recommendations for improvements.

Our nominating and governance committee currently comprises Jeffrey T.
Arnold (Chairman) and J. Walker Smith, Jr. Our nominating and governance
committee operates under a written charter that is available on our Web site at
PGICONNECT.COM (follow the "Investor Relations" link to "Corporate Governance"
- -- "Board Committees"), and the charter is available in print to any shareholder
who requests it in writing to the Secretary at the same address under
"Communications with the Board of Directors." Messrs. Arnold and Smith are
independent under the NYSE listing standards and our independence guidelines for
purposes of nominating and governance committee membership.

Our nominating and governance committee recommends nominees for
election to our board based on a number of qualifications, including, but not
limited to, independence and no conflict of interest that would interfere with
performance as a director, character and integrity, financial literacy, level of
education and business experience, sufficient time to devote to board matters
and a commitment to represent the long-term interests of our shareholders. This
committee identifies potential director nominees through a variety of business
contacts, including our current executive officers, directors, community leaders
and shareholders, as a source for potential board candidates. Our

nominating and governance committee may, to the extent it deems appropriate,
retain a professional search firm and other advisors to identify potential
nominees for director.

Our nominating and governance committee evaluates candidates to our
board by reviewing their biographical information and qualifications. If our
nominating and governance committee determines that a candidate is qualified to
serve on our board, at least one member of this committee seeks to interview
such candidate. Other members of our board also have an opportunity to interview
qualified candidates. Our nominating and governance committee may provide for
additional screening criteria, including independent background checks, that
this committee deems appropriate to evaluate a candidate. This committee then
determines, based on the background information and the information obtained in
any interviews, whether to recommend to our board that we nominate a candidate
for approval by the shareholders to fill a directorship. With respect to an
incumbent director whom the nominating and governance committee is considering
as a potential nominee for re-election, this committee reviews and considers the
incumbent director's service to us during his or her term, including the number
of meetings attended, level of participation and overall contribution to us, in
addition to such person's biographical information and qualifications. The
manner in which our nominating and governance committee evaluates a potential
nominee will not differ based on whether the candidate is recommended by one of
our shareholders.

Our nominating and governance committee seeks to ensure that the
composition of our board at all times adheres to the independence requirements
of the NYSE and our independence guidelines and reflects a variety of
complementary experiences and backgrounds, particularly in the areas of
management and leadership, sufficient to provide sound and prudent guidance with
respect to our operations and interests.

SHAREHOLDER DIRECTOR NOMINATIONS

The nominating and governance committee will consider written
recommendations from shareholders for nominees to our board of directors. A
shareholder who wishes to recommend a person to this committee for nomination to
our board must submit a written notice by mail to the nominating and governance
committee at Premiere Global Services, Inc., c/o Secretary, 3399 Peachtree Road,
N.E., The Lenox Building, Suite 700, Atlanta, Georgia 30326. Such a written
recommendation must be received not less than 120 calendar days nor more than
150 calendar days before the first anniversary of the date of our notice of
annual meeting sent to shareholders in connection with the previous year's
annual meeting. Such a recommendation to this committee should include:

o the candidate's name, age, business addresses and other
contact information,

o a complete description of the candidate's qualifications,
experience, background and affiliations, as would be required
to be disclosed in the proxy statement pursuant to Regulation
14A of the SEC,

o a sworn or certified statement by the candidate in which he or
she consents to being named in the proxy statement as a
nominee and to serve as a director if elected, and

o the name and address of the shareholder(s) of record making
such a recommendation.

In addition to the above procedures, our bylaws provide that a
shareholder may propose a director candidate to be considered and voted on at an
annual meeting of shareholders by providing notice thereof to our Secretary not
less than 120 calendar days nor more than 150 calendar days before the first
anniversary of the date of our notice of annual meeting sent to shareholders in
connection with the previous year's annual meeting; however, information
regarding such a director candidate need not be included in our proxy statement
to shareholders for the annual meeting. This notice provided by a shareholder to
our Secretary must set forth certain information relating to the proposed
nominee as required by our bylaws.

CODE OF CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES

We have adopted a code of conduct and ethics that applies to all
employees, directors and officers, including our principal executive officer and
principal financial and accounting officer. We have also adopted corporate
governance guidelines that provide a framework within which our board and
management can effectively pursue our governance objectives for the benefit of
our shareholders.

Our code of conduct and ethics and corporate governance guidelines are
each posted on our Web site at PGICONNECT.COM (follow the "Investor Relations"
link to "Corporate Governance" -- "Code of Conduct and Ethics" and "-- Corporate
Governance Guidelines," respectively), and the code and guidelines are available
in print to any shareholder who requests it by writing to the Secretary at the
same address under "Communications with the Board of Directors."

We will post any amendments to, or waivers from, any provision of the
code of conduct and ethics with respect to our principal executive officer and
principal financial and accounting officer or any other persons performing
similar functions by disclosing the nature of such amendment or waiver at the
above-referenced location on our Web site.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Our board of directors accepts communications sent to the board (or to
specified individual directors) by our shareholders or other interested third
parties. Shareholders and other interested third parties may communicate with
our board of directors (or with our presiding independent director, our
non-management directors as a group or specified individual directors) by
writing to us at Premiere Global Services, Inc., c/o Secretary, 3399 Peachtree
Road, N.E., The Lenox Building, Suite 700, Atlanta, Georgia 30326. All written
communications received in such manner shall be forwarded promptly to the
members of our board of directors to whom the communication is directed or, if
the communication is not directed to any particular member(s) of our board, the
communication shall be forwarded promptly to all members of our board.

DIRECTOR COMPENSATION

Our compensation committee reviews and evaluates the cash and equity
compensation of our directors and recommends changes in director compensation to
our board of directors. Our executive officers who also serve as directors do
not receive compensation for their service as a director.

In 2005, our compensation committee retained James F. Reda &
Associates, LLC as an outside compensation consultant in connection with an
evaluation of our non-employee director compensation arrangements. James F. Reda
& Associates provided an analysis of relevant market data based on non-employee
director compensation derived from a peer group of comparable companies and from
survey data and recommended changes consistent with market practices for
similarly situated directors. Based on this analysis and other factors, such as
recognition of the increased time demands placed on non-employee directors, in
November 2005, our compensation committee recommended, and our board approved,
changes to our non-employee director compensation effective for the 2005 - 2006
board year (with board years running from annual shareholders' meetings to
annual shareholders' meetings).

CASH RETAINERS. Non-employee directors receive a base cash retainer of
$30,000 per board year and are eligible for an additional $10,000 per board year
if they attend all quarterly, regularly scheduled board meetings during such
board year. An additional $1,000 is payable for each special board meeting
attended during a board year, and an allowance of $1,250 per day is payable for
special projects and director training attended by a director and as authorized
by us. The chairmen of our audit committee and our compensation committee
receive an additional cash retainer of $10,000 per board year, and each member
of the audit and compensation committees receive an additional cash retainer of
$5,000 per board year. The chairman of our nominating and governance committee
receives an additional cash retainer of $5,000 per board year, and each member
of our nominating and governance committee receives an additional cash retainer
of $2,500 per board year.

EQUITY COMPENSATION. An annual equity award of $80,000 in fair market
value of restricted stock is granted to each non-employee director in arrears on
the last day of each board year in recognition of service for the prior board
year, provided that the director remains a board member on such date. The grant
date for the 2005 - 2006 board year was the date of our 2006 annual
shareholders' meeting on May 3, 2006. The grant date for the 2006 - 2007 board
year will be the date of our 2007 annual shareholders' meeting on June 27, 2007.
The chairmen of our audit committee and compensation committee receive an
additional equity award of $10,000 in fair market value of shares of restricted
stock per board year, and each member of our audit and compensation committees
receive an additional equity award of $5,000 in fair market value of shares of
restricted stock per board year; provided that the director remains chairman or
a committee member on such date. The shares of restricted stock vest immediately
in recognition of service during the prior board year, and the number of shares
to be granted will be determined by dividing the dollar amount of the applicable
annual award by the fair market value per share of our common stock on the grant
date, with any partial shares to be paid in cash.

In July 2006, our compensation committee recommended, and our board of
directors approved, changes to the equity component of our outside director
compensation arrangements, effective for the 2006 - 2007 board year, which
provided for the grant of annual equity awards on the earlier of the last day of
each board year for recognition of service for the prior board year, or upon a
change in control of the company, as generally defined under "Potential Payments
Upon Termination or Change in Control." We no longer grant stock options to a
director upon joining our board. Directors joining the board during a board year
receive pro-rated cash retainers and equity awards.

DIRECTOR COMPENSATION FOR THE 2006 FISCAL YEAR

FEES EARNED STOCK
OR PAID IN AWARDS OPTION AWARDS
NAME (1) CASH ($) (2) ($) (3) (4) ($) (3) (5) TOTAL ($) (6)
-------- ------------ ----------- ----------- -------------

Jeffrey T. Arnold ............ 49,334 80,000 129,334
Wilkie S. Colyer ............. 63,251 95,000 157,137 315,388
John R. Harris ............... 60,750 95,000 75,626 231,376
Raymond H. Pirtle, Jr. ....... 49,500 85,000 134,500
J. Walker Smith, Jr. ......... 47,625 80,000 127,625

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

(1) Boland T. Jones and Jeffrey A. Allred did not receive compensation in
any form for their service on the board of directors. Each of Messrs.
Jones and Allred is a "named executive officer" for purposes of this
proxy statement, and their compensation as such is described under
"Compensation Discussion and Analysis --Elements of Our Executive
Compensation Program" and in the Summary Compensation Table. Mr. Allred
resigned as a director on January 1, 2007.

(2) Each non-employee receives cash retainers and fees per board year paid
in quarterly installments. Amounts paid in 2006 reflect additional
pro-rated payments as a result of revisions to our director
compensation in November 2005, effective for the 2005 - 2006 board
year, and for changes in committee membership. Payments in 2006 for
each non-employee director included an annual retainer of $30,000,
$10,000 for attendance at all quarterly, regularly scheduled board
meetings, $1,000 for attendance at each of two special meetings, with
Mr. Arnold unable to attend one such special meeting. Certain de
minimis amounts (less than $20) were paid in cash in lieu of fractional
shares.

(3) Stock and option awards were granted under our 2000 directors stock
plan. Stock awards represent shares of restricted stock granted during
2006, and option awards include stock options granted prior to 2006
which became fully vested in 2006. Our director compensation no longer
includes the granting of stock options. Amounts shown reflect the
dollar amount expensed for financial statement reporting purposes for
the year ended December 31, 2006 in accordance with FAS 123(R).
Assumptions used in the calculation of these amounts are included in
footnote 9 to our audited financial statements included in our annual
report on Form 10-K for the year ended December 31, 2006.

(4) On May 3, 2006, the date of last years' annual shareholders' meeting,
each non-employee director then serving was granted 10,403 shares of
restricted stock for their service during the 2005 - 2006 board year.
Messrs. Colyer and Harris each received an additional grant of 1,300
shares of restricted stock, as chairmen of our compensation and audit
committees, respectively, and an additional grant of 650 shares of
restricted stock as members of our audit and compensation committees,
respectively. Mr. Pirtle received an additional grant of 650 shares as
a member of our audit committee. The chairman and member of our
nominating and governance committee are not eligible for additional
equity compensation. These shares vested immediately upon grant in
recognition of service for the 2005 - 2006 board year. Amounts shown
reflect the grant date fair market value of the restricted shares
granted to each director during 2006. As of the year ended December 31,
2006, the aggregate number of shares of restricted stock outstanding
for each director is as follows: Mr. Arnold, 10,403 shares; Mr. Colyer,
12,353 shares; Mr. Harris, 12,353 shares; Mr. Pirtle, 2,193 shares; and
Mr. Smith, 10,403 shares.

(5) As of the year ended December 31, 2006, the aggregate number of stock
options outstanding and fully vested for each of Messrs. Arnold,
Colyer, Harris and Smith were 100,000 shares.

(6) The aggregate incremental costs of perquisites for each of our
non-employee directors was less than $10,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

OFFICERS AND DIRECTORS

The following table sets forth to the best of our knowledge certain
information as of April 19, 2007 regarding the beneficial ownership of our
voting stock by:

o each of our current directors and each nominee for director,

o each of our named executive officers (as defined under
"Executive Compensation"), and

o all of our current executive officers, directors and each
person nominated to become a director as a group.

As of April 19, 2007, there were 70,362,492 shares of our common stock
issued and outstanding.

SHARES OF COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) OF COMMON STOCK OWNED
- ------------------------ ---------------------- ---------------------

Boland T. Jones............... 4,152,056 (2) 5.9
Michael E. Havener............ 83,633 (3) *
Jeffrey T. Arnold............. 151,403 (4) *
Wilkie S. Colyer.............. 122,353 (5) *
John R. Harris................ 112,353 (6) *
W. Steven Jones............... -- *
Raymond H. Pirtle, Jr......... 2,193 (7) *
J. Walker Smith, Jr........... 111,403 (8) *
Theodore P. Schrafft.......... 453,265 (9) *
T. Lee Provow................. 567,824 (10) *
Jeffrey A. Allred............. 806,643 (11) 1.2
All current executive officers
and directors as a group
(11 persons).................. 6,563,126 (12) 9.3

- --------------------------------
* Less than one percent.

(1) Beneficial ownership is determined in accordance with the rules of the
SEC that deem shares to be beneficially owned by any person who has
shares voting or investment power with respect to such shares. Shares
of our common stock subject to warrants or options that are currently
exercisable or exercisable within 60 days of April 19, 2007 are deemed
to be outstanding and to be beneficially owned by the person holding
such warrants or options for the purpose of computing the percentage
ownership of such person, but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

(2) Includes 2,161,492 shares held of record by Mr. Jones, 495,008
restricted shares held of record by Mr. Jones, 4,966 shares held in our
401(k) plan for the benefit of Mr. Jones, 590 shares held of record by
Mr. Jones' wife for which Mr. Jones holds the right to vote pursuant to
an irrevocable proxy granted by Mrs. Jones to Mr. Jones, 50,000 shares
held in a family trust, and 1,440,000 shares held by Seven Gables
Partnership, L.P., a limited partnership whose general partner is Seven
Gables Management Company, LLC, a limited liability company whose sole
members are Mr. and Mrs. Jones. Does not include 450 shares held of
record by Mr. Jones' wife, as custodian for the benefit of two
unrelated minor children under the Uniform Gifts to Minors Act, or
55,427 shares held in a trust as to which shares Mr. Jones disclaims
beneficial ownership. There are 1,694,377 shares held by Mr. Jones and
Seven Gables Partnership, L.P. which are pledged as security for loans
made by us to Mr. Jones. The address of Mr. Jones is 3399 Peachtree
Road, N.E., The Lenox Building, Suite 700, Atlanta, Georgia 30326.

(3) Includes 8,633 shares held of record by Mr. Havener, 45,000 restricted
shares held of record by Mr. Havener and 30,000 shares subject to
options currently exercisable or exercisable within 60 days.

(4) Includes 51,403 shares held of record by Mr. Arnold and 100,000 shares
subject to options currently exercisable or exercisable within 60 days.

(5) Includes 22,353 shares held of record by Mr. Colyer and 100,000 shares
subject to options currently exercisable or exercisable within 60 days.

(6) Includes 12,353 restricted shares held of record by Mr. Harris and
100,000 shares subject to options currently exercisable or exercisable
within 60 days.

(7) Includes 2,193 shares held of record by Mr. Pirtle.

(8) Includes 1,000 shares held of record jointly by Mr. Smith and his
spouse, 10,403 shares held of record by Mr. Smith and 100,000 shares
subject to options currently exercisable or exercisable within 60 days.

(9) Includes 34,532 shares held of record by Mr. Schrafft, 180,000
restricted shares held of record by Mr. Schrafft, 5,399 shares held in
our 401(k) plan for the benefit of Mr. Schrafft and 233,334 shares
subject to options currently exercisable or exercisable within 60 days.

(10) Includes 25,900 shares held of record by Mr. Provow, 156,924 restricted
shares held of record by Mr. Provow and 385,000 shares subject to
options currently exercisable or exercisable within 60 days.

(11) Includes 691,269 shares held of record by Mr. Allred, 35,428 restricted
shares held of record by Mr. Allred, 75,000 shares held in an
individual retirement account for the benefit of Mr. Allred and 4,946
shares held in our 401(k) plan for the benefit of Mr. Allred.

(12) Includes 1,048,334 shares subject to options currently exercisable or
exercisable within 60 days.

PRINCIPAL SHAREHOLDERS

The following table sets forth to the best of our knowledge each person
who is known by us to be the beneficial owner of more than five percent of any
class of our voting securities as of April 19, 2007 based on filings made under
Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934.

SHARES OF
COMMON STOCK PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK OWNED
------------------------ ------------------ ------------------

T. Rowe Price Associates, Inc. 5,137,040 (1) 7.3
Barclays Global Investors, NA et. al. 3,512,254 (2) 5.0

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

(1) On February 14, 2007, a Schedule 13G/A was filed with the SEC by T.
Rowe Price Associates, Inc. (100 E. Pratt Street, Baltimore, MD 21202)
(which we refer to in this proxy statement as "Price Associates"),
which states that Price Associates is a registered investment advisor
for various individuals and institutional clients with sole voting
power over 1,687,700 shares of our common stock and sole dispositive
power over 5,137,040 shares. According to the Schedule 13G/A, none of
Price Associates' clients individually owns five percent or more of our
common stock, and Price Associates expressly disclaims beneficial
ownership of these shares.

(2) On January 23, 2007, a joint Schedule 13G was filed with the SEC by
Barclays Global Investors, NA (45 Fremont Street, San Francisco, CA
94105); Barclays Global Fund Advisors (45 Fremont Street, San
Francisco, CA 94105); Barclays Global Investors, Ltd. (Murray House, 1
Royal Mint Court, London, EC3N 4HH); and Barclays Global Investors
Japan Trust and Banking Company Limited (Ebisu Prime Square Tower, 8th
Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo 150-0012, Japan); and Barclays
Global Investors Japan Limited (Ebisu Prime Square Tower, 8th Floor,
1-1-39 Hiroo Shibuya-Ku, Tokyo 150-0012, Japan) (which we refer to in
this proxy statement as the "Barclays entities"). According to the
Schedule 13G, the Barclays entities in the aggregate beneficially own
3,512,254 shares of our common stock, with sole voting power over
3,336,418 shares and sole dispositive power over 3,512,254 shares.
According to the Schedule 13G, none of the other Barclays entities
individually owns five percent or more of our common stock.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

We believe that the performance and contribution of our executive
officers are critical to our overall success. The goal of our executive
compensation program is the same as our goal for operating the company - to
create long-term value for our shareholders. Our objective is to have a
compensation program that will allow us to attract and retain highly-qualified
executives, motivate them to achieve our overall business objectives, reward
superior performance and align the interests of our executive officers with our
shareholders. We believe that, in order to do this effectively, our program
must:

o provide our executive officers with total compensation
opportunities at levels that are competitive for comparable
positions at companies with whom we compete for talent,

o tie a significant portion of each executive's compensation to
his individual performance and success in achieving our
business strategy, management initiatives, and financial,
operational and other goals, through variable, at-risk
incentive awards,

o provide significant upside opportunities for exceptional
performance, which can result in differentiated compensation
among executive officers based on performance, and

o closely align our executive officer's interests with those of
our shareholders by making stock-based incentives a core
element of our executive compensation.

We design our compensation program with a view to attracting and
retaining executive officer leadership of a caliber and level of experience
necessary to effectively manage our complex and global business. We believe it
is important for us to retain our executive officer talent over a number of
years to provide continuity of management in a highly competitive industry. Our
named executive officers listed in the tables under "Executive Compensation"
have contributed a combined total of nearly 50 years of experience with us,
during which time they have held different positions and been promoted to
increasing levels of responsibility.

EXECUTIVE COMPENSATION DETERMINATIONS AND ASSESSMENTS

Our compensation committee is responsible for approving the
compensation of our named executive officers. Information about the compensation
committee and its composition, responsibilities and operations can be found
under "Corporate Governance Matters --Compensation Committee."

Our determinations and assessments of executive compensation are
primarily driven by the consideration of:

o information regarding the compensation levels, programs and
practices of certain other companies for comparable positions,
and

o company and individual performance, which results in a
significant portion of the total compensation of each
executive officer being at risk based on short and long-term
performance.

Our chief executive officer participates in discussions and makes
compensation recommendations to our compensation committee with respect to
executive officers other than himself. Our compensation committee considers
these recommendations based on each executive officer's individual performance
and overall contribution to the company and exercises its discretion in
approving or modifying such recommendations.

As needed and pursuant to authority under its charter, our compensation
committee may retain outside compensation consultants to advise them with
respect to executive compensation packages. For example, our compensation
committee retained ECG Advisors, LLC in late 2004 in connection with its review
of Messrs. Jones' and Allred's compensation packages and took ECG Advisors'
recommendations into consideration when approving Messrs. Jones' and Allred's
amended and restated employment agreements in 2005. ECG Advisors' analysis
indicated that Mr. Jones' total compensation approximated the average total
compensation of his counterparts in a peer group of companies comparable in size
and industry to us.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program consists primarily of the following
integrated components: base salary, incentive bonus awards and long-term equity
awards, which together make up an executive officer's total direct compensation
in a given year or performance period. The program is rounded out with
perquisites and other executive benefits, including retirement savings,
insurance and severance benefits. Our compensation committee has chosen these
elements of compensation in order to create flexible packages that reflect the
long-term interests of our business and can reward both the short- and long-term
performance of the company and the individual executive officer.

We have entered into employment agreements or employment letters with
each of our named executive officers, which were approved by our compensation
committee. These employment agreements or letters contain the general terms of
each executive officer's employment and establish the minimum compensation that
such officers are entitled to receive, but do not prohibit, limit or restrict
these officers' ability to receive additional compensation from us, whether in
the form of base salary, bonus, stock awards or otherwise. For a discussion of
these terms, see "Base Salary," "Incentive Bonus Awards," "Long-Term Equity
Awards" and "Individual Employment Agreements."

BASE SALARY

Base salaries are fixed components of our executive officer's total
direct compensation, in contrast to incentive and equity compensation, which is
at risk based on performance, continued employment or both. Other elements of
our executive compensation, such as incentive bonuses, are determined as a
percentage of base salary. In setting base salary, we considered the executive
officer's experience for the position, scope of responsibility and
accountability, and his personal contribution to the financial and operational
performance of the company.

Messrs. Jones' and Havener's annual base salaries of $900,000 and
$200,000, respectively, did not increase in 2006, and Mr. Jones' salary has not
increased since 2004. Several of our other named executive officers changed
their positions with us during 2006, resulting in changes in compensation for
these individuals. Effective in July 2006, our board of directors appointed Mr.
Schrafft as President of the entire company and Mr. Provow as our President,
Global Operations. To reflect their new positions and responsibilities, we
entered into amended and restated employment agreements with Messrs. Schrafft
and Provow, which removed the automatic five percent base salary increases
provided for in their prior employment agreements and provided for an increase
in Mr. Schrafft's annual base salary of approximately 15% to $450,000 to reflect
his promotion and that Mr. Provow's annual base salary would remain flat at
$385,000.

INCENTIVE BONUS AWARDS

We design our incentive bonus awards to reward our executive officers
for short-term performance and the achievement of strategic results on a
quarterly and annual basis. Unlike base salary, which is fixed, our executive
officer's annual bonus is at risk based on how well the company and the
executive officer perform.

All of our named executive officers were eligible for incentive cash
bonuses in 2006, with 80% of the target bonuses for our executive officers for
each calendar year allocated to the achievement of quarterly targets (20% per
quarter) and 20% allocated to the achievement of annual targets. In addition,
Messrs. Jones and Allred were also eligible to receive incentive stock bonuses
equal to their cash bonuses in the form of restricted stock in 2006. We believe
that these performance-based awards provide a material incentive to executive
officers by offering potential increased stock ownership tied directly to
performance metrics.

TARGET OPPORTUNITIES. Incentive bonus awards are designed to focus
management attention and effort on the attainment of pre-established performance
goals. Each executive officer is assigned a target award opportunity, expressed
as a percentage of base salary, as further described below. Each executive
officer's bonus depends on his performance against pre-established individual
performance objectives, which can be 0% for failure to achieve targets or as
much as either 100% or 150% of targets for exceptional individual performance.

INDIVIDUAL PERFORMANCE OBJECTIVES. Individual performance is directly
reflected in what each executive officer receives as an incentive bonus awards.
These awards reflect an assessment of an executive officer's contribution to our
achievement of individualized financial performance goals as well as the degree
of challenge in the executive officer's position. Individual performance
objectives are established each year by our compensation committee and include
primarily quantifiable objectives, such as company financial metrics, with some
subjective measures also included, such as certain strategic objectives
depending on each executive officer's role in the company. Both quarterly and
annual incentive performance objectives are established, with the 2006
objectives set forth below. We believe that this individual assessment promotes
accountability for each executive officer's performance and helps differentiate
our executive compensation based on performance.

For 2006, Messrs. Jones' and Allred's target cash bonuses were equal to
100% of their respective base salaries. They were each also eligible for stock
bonus awards payable in restricted stock having a value equal to the cash
bonuses earned and issued on the same date that cash bonuses were paid. On
January 20, 2006, our compensation committee approved the performance criteria
for incentive bonus awards for 2006 for Messrs. Jones and Allred. One-third of
the value of such awards issued to Messrs. Jones and Allred was determined with
respect to our consolidated

revenues, and two-thirds of such value was determined with respect to our
adjusted EBITDA (determined as operating income, as reported, before
depreciation, amortization, restructuring costs, asset impairments, equity based
compensation and net legal settlements and related expenses). Messrs. Jones and
Allred were eligible to earn between 70% and 150% of their target cash and stock
bonus awards applicable to each performance criteria based upon the sliding
scale provided in their respective amended and restated employment agreements.

On April 21, 2006, our compensation committee approved the initial
performance criteria for incentive bonus awards for 2006 for Messrs. Havener,
Schrafft and Provow. On September 13, 2006, our compensation committee revised
the performance criteria for the incentive bonus awards for each of Messrs.
Schrafft and Provow for the fourth quarter of 2006 and for 2006 as a whole to
reflect their respective new positions with the company, including adding
additional objectives which focused on our "One Company" initiatives.

Mr. Havener's target bonus for 2006 was equal to 50% of his base
salary. One-third of the value of the incentive bonus awards to Mr. Havener was
determined with respect to our consolidated revenues, and two-thirds of such
value was determined with respect to our adjusted EBITDA. He was eligible to
earn between 70% and 100% of his target cash bonus awards applicable to each
performance criteria based upon the sliding scale provided in his employment
letter.

Mr. Schrafft's target bonus for 2006 was 100% of his base salary, with
an additional bonus opportunity approved by our compensation committee equal to
33% of his base salary. For the first three quarters of 2006 and for 2006 as a
whole, one-half of the value of the quarterly incentive bonus awards to Mr.
Schrafft was determined with respect to each of the global revenue and global
adjusted EBITDA of our former Conferencing & Collaboration business segment. His
additional bonus opportunity with respect to the first three quarters of 2006
was based upon the achievement of certain performance goals relating to our
North America Alerts & Notifications solutions revenue and, for 2006 as a whole,
was determined with respect to North America revenue of our former Data
Communications business unit. One-third instead of one-half of the value of his
revised fourth quarter 2006 incentive bonus award was determined with respect to
each of the global revenue and global adjusted EBITDA of our former Conferencing
& Collaboration business unit. The remaining one-third of this revised fourth
quarter value was determined with respect to North America revenue of our former
Data Communications business unit. His additional bonus opportunity for the
fourth quarter of 2006 was determined with respect to certain cost savings
criteria and upon the achievement of certain business objectives relating to our
continuing efforts to transition to a uniform, vertically operated company. He
was eligible to earn either 100%, 75% or 0% of his target cash bonus awards
applicable to each performance criteria.

Mr. Provow's target bonus for 2006 was 100% of his base salary, with an
additional bonus opportunity approved by our compensation committee equal to 10%
of his base salary for the first three quarters of 2006 and 33% for the fourth
quarter of 2006 and to 2006 as a whole. For first three quarters of 2006,
one-third of the value of the quarterly incentive bonus awards to Mr. Provow was
determined with respect to each of the global revenue, global adjusted EBITDA
and global broadcast services revenue of our former Data Communications business
unit. His additional bonus opportunity for the first three quarters of 2006 was
based upon the achievement of certain performance goals relating to the
reduction of days sales outstanding (DSO's) for our former Data Communications
business unit. He was eligible to earn either 100%, 50% or 0% of his target cash
bonus awards applicable to each of his global revenue, global broadcast services
revenue and DSO's reduction performance criteria, and either 150%, 100% or 0% of
his target cash bonus awards applicable to his global adjusted EBITDA
performance criteria. One-third of the value of his revised fourth quarter 2006
incentive bonus award was determined with respect to each of the international
revenue and international adjusted EBITDA of our former Data Communications
business unit. The remaining one-third of this revised fourth quarter value and
the additional bonus opportunity for the fourth quarter 2006 was determined with
respect to certain cost savings criteria and upon the achievement of certain
business operations objectives relating to our continuing efforts to transition
to a uniform, vertically operated company. Two-thirds of the value of the annual
incentive bonus award for 2006 as a whole was determined with respect to each of
the global revenue and global adjusted EBITDA of our former Data Communications
business unit. Mr. Provow was eligible to earn either 100%, 75% or 0% of his
target cash bonus awards applicable to each performance criteria for the fourth
quarter 2006, and either 100%, 50% or 0% of his target cash bonus awards for
2006 as a whole.

The Grants of Plan-Based Awards table shows the threshold, target and
maximum incentive bonus awards that each of our named executive officers was
eligible to receive in 2006. Their actual incentive bonus awards earned in 2006
are shown in this table under the "Non-Equity Incentive Plan Awards --Target"
column as well as in the "Non-Equity Incentive Plan Compensation" column of the
Summary Compensation Table.

LONG-TERM EQUITY AWARDS

We believe that long-term equity awards reward and assist with the
retention of company leaders. By aligning financial rewards with the economic
interests of our shareholders, leaders are encouraged to work toward achieving
our long-term strategic objectives. In order to foster this perspective, we
currently use restricted stock awards as our primary long-term equity vehicle
for our named executive officers.

Restricted stock awards provide a strong retentive complement while
keeping focus on creating shareholder value. Restricted stock awards also
encourage executive officers to manage our company from the perspective of an
owner with a continuing equity stake in our business. Award recommendations are
made on the basis of an executive officer's level of responsibility, financial
contribution to the company, value to the organization and contribution to the
overall management of the company.

In 2006, Messrs. Jones and Havener were not granted shares of
restricted stock or stock options.

In May 2006, our compensation committee granted Messrs. Schrafft and
Provow 240,000 and 180,000 shares of restricted stock, respectively, which vest
in equal quarterly installments of 15,000 shares and 11,250 shares,
respectively, over four-year periods. At that time, Mr. Allred was also granted
60,000 shares of restricted stock which vested in three equal quarterly
installments of 20,000 shares each. The vesting on these grants began on June
30, 2006, provided that the executive officer is still employed by us or any of
our affiliates at each vesting date. We believe that the vesting periods for the
awards are effective in promoting retention of our executive officers.

ALLOCATION OF TOTAL DIRECT COMPENSATION

Just as our shareholders put their money at risk when they invest in
our company, we believe that a significant portion of our executive compensation
should be at risk. We strive to achieve an appropriate mix between cash and
equity awards and more heavily weigh our executive compensation toward incentive
and equity compensation. For example, in 2006, approximately 28% of Mr. Jones'
total direct compensation was fixed in the form of base salary and the remaining
percentage was at risk in the form of incentive bonus awards and long-term
equity awards. Our other current named executive officers had a slightly more
conservative weighting of fixed and at-risk compensation for 2006, with an
average of approximately 34% fixed in base salary. We believe that a mix of
service and performance-based at-risk compensation provides a reasonable balance
to promote executive officer retention and financial performance goals.

Overall, we believe that our incentive bonus awards require strong
performance in order to achieve target compensation and that our executive
officer's relative pay appears to be aligned with relative performance. In 2006,
Messrs. Jones and Allred achieved only approximately 33% of their possible
maximum incentive cash and stock bonus award payouts tied to consolidated
company financial objectives. Mr. Havener achieved approximately 49% of his
maximum incentive targets tied to consolidated company financial objectives.
Messrs. Schrafft and Provow achieved a larger percentage, approximately 75% and
54%, respectively, of their maximum incentive targets tied primarily to segment
financial objectives related to our former Conferencing & Collaboration and Data
Communications business units and achievement of strategic goals of unifying our
company under a vertical management structure.

Another way in which we seek to align the interests of our executive
officers with our shareholders is to make sure that a significant portion of
their compensation is payable in equity awards. For example, in 2006,
approximately

54% of Mr. Jones' total compensation, and an average of approximately 42% of our
other current named executive officer's total compensation, was in the form of
equity in our company.

PERQUISITES AND OTHER EXECUTIVE BENEFITS

We provide our named executive officers with various retirement
savings, health and welfare and other employee benefits generally available to
all of our employees. We maintain a broad-based qualified 401(k) defined
contribution plan in which our named executive officers are eligible to
participate, along with a substantial majority of our employees. Our 401(k) plan
encourages our employees to save for retirement and provides a financial
security component of our compensation objectives which promotes retention. In
January 2006, we matched up to 3% of our employees' contributions which vest
according to a schedule based on length of service. Executive officers
participate in our 401(k) plan on the same terms as our other employees,
including limits imposed by the internal revenue code of 1986, as amended. In
2006, we discontinued the health and wellness insurance premium reimbursement
for our executive officers and, as a result, our executive officers now also
participate in our health and welfare benefit plans on the same terms as our
other employees. We do not offer other broad-based retirement programs to our
executive officers or employees. We believe that these programs are comparable
to those offered by similar companies and, as a result, are needed to ensure
that our compensation remains competitive.

We also offer additional perquisites to our named executive officers to
ensure competitiveness at the senior leadership level and in order to minimize
distractions from, and allow our executive officers to devote additional time
to, our company initiatives. We generally provide our executive officers with
some or all of the following perquisites: car allowances, club membership dues,
life and disability insurance, reimbursement for tax and financial planning
services and certain travel-related expenses where appropriate. The additional
life and supplemental disability insurance benefits are designed to provide our
executive officers with enhanced benefits greater than the life and disability
benefits available under our broad-based health and welfare benefits that we
offer to all employees due to the benefit limitations within these programs. In
addition, each year we hold a sales incentive trip to award the top achievers in
our sales and service organization. If they so choose, participants may be
accompanied by their spouse or a guest. In 2006, four of our named executive
officers who made the trip were also accompanied by their spouse or guest, the
cost of whose trip we paid for. For information on the incremental cost of these
perquisites and other personal benefits to the company, see footnote 7 to the
Summary Compensation Table.

SEVERANCE PAY ARRANGEMENTS

In order to attract and retain highly-qualified executive officers,
employment agreements or employment letters with our executive officers contain
specified severance benefits under certain conditions and provisions upon a
change in control of the company. We believe that our severance arrangements,
including the conditions under which such benefits are triggered and the amount
of such benefits, are comparable to those provided by similar companies.
Termination, severance payments and benefits and change in control provisions
for our named executive officers are described under "Potential Payments Upon
Termination or Change in Control."

TAX AND ACCOUNTING CONSIDERATIONS

TAX CONSIDERATIONS

Section 162(m) of the tax code places a limit of $1.0 million on the
amount of compensation that we may deduct in any one year with respect to any
one of our named executive officers. However, qualifying performance-based
compensation will not be subject to the deduction limit if certain requirements
are met. To maintain flexibility in compensating our executive officers, the
compensation committee reserves the right to use its judgment to authorize
compensation payments that may be subject to the limit when it believes that
such payments are appropriate. Accordingly, certain components of our executive
compensation program are designed to be qualifying performance-based
compensation under Section 162(m) while others may not be.

ACCOUNTING CONSIDERATIONS

With the adoption of FAS 123(R), we do not expect accounting treatment
of differing forms of equity awards to vary significantly and, therefore,
accounting treatment is not expected to have a material effect on the selection
of forms of compensation.

EQUITY GRANT PRACTICES

We do not time the grant of equity awards to take advantage of the
release of material non-public information. During 2004, we shifted the mix of
equity awards we granted and increased the emphasis on restricted stock grants
rather than stock option grants. Our company's general practices provide that,
for our executive officers, the price of the equity award grant will be the
closing price of our common stock on the date of the approval of the award by
our compensation committee, and for our employees who are not executive
officers, equity awards are granted on the last day of each fiscal quarter using
the closing price on the grant date or on the last trading day prior to the
grant date if the grant date falls on a non-trading day. There may be occasions
where grants are made on other dates, but we are working to eliminate "off
cycle" grants to the extent possible.

COMPENSATION COMMITTEE REPORT

Our compensation committee has reviewed and discussed the Compensation
Discussion and Analysis section included in this proxy statement with
management, and based on such review and discussions, our compensation committee
recommended to our board of directors that the Compensation Discussion and
Analysis be included our proxy statement.

The foregoing report has been submitted by the following members of the
compensation committee.

Wilkie S. Colyer, Chairman
John R. Harris

THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE DOES NOT CONSTITUTE
"SOLICITING MATERIAL" AND SHOULD NOT BE DEEMED TO BE "FILED" WITH THE SEC OR
INCORPORATED BY REFERENCE INTO ANY OF OUR OTHER FILINGS UNDER THE SECURITIES
ACT, OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT WE SPECIFICALLY INCORPORATE
THIS REPORT BY REFERENCE IN ANY OF THOSE FILINGS.

EXECUTIVE COMPENSATION

The following tables set forth all plan and non-plan compensation
earned by our "named executive officers" for 2006, consisting of our chief
executive officer, chief financial officer and our two other most highly
compensated executive officers who were serving as executive officers at
December 31, 2006, as well as Jeffrey A. Allred, who served as one of our
executive officers during 2006 but no longer served as an executive officer at
year end.

SUMMARY COMPENSATION TABLE

NON-EQUITY
STOCK OPTION INCENTIVE PLAN
NAME AND SALARY BONUS AWARDS AWARDS COMPENSATION
PRINCIPAL POSITION YEAR ($) (1) ($) (2) ($)(3) (4) ($) (3) (5) ($) (6)
-------- ---- ------- ------- ---------- ----------- --------------------

Boland T. Jones.......... 2006 900,000 -- 1,692,017 -- 441,000
Chief Executive
Officer and Chairman
of the Board

Michael E. Havener....... 2006 200,000 14,333 166,200 49,629 49,000
Chief Financial Officer

Theodore P. Schrafft..... 2006 420,519 50,000 357,300 142,267 428,445
President (8)

T. Lee Provow............ 2006 385,606 -- 267,975 327,037 270,498
President, Global
Operations (9)

Jeffrey A. Allred........ 2006 600,000 -- 753,733 -- 294,000
Former Chief
Investment Officer (10)

ALL OTHER
COMPENSATION
($) (7) TOTAL ($)
------- ---------

Boland T. Jones.......... 126,824 3,159,841
Chief Executive
Officer and Chairman
of the Board

Michael E. Havener....... -- 479,162
Chief Financial Officer

Theodore P. Schrafft..... 32,961 1,431,492
President (8)

T. Lee Provow............ 48,364 1,299,480
President, Global
Operations (9)

Jeffrey A. Allred........ 653,910 2,301,643
Former Chief
Investment Officer (10)

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

(1) Reflects salary amounts paid in 2006 pursuant to each named executive
officer's employment agreement or employment letter with us. For Mr.
Schrafft, salary consists of $218,019 while President of our former
Conferencing & Collaboration business unit from January 1, 2006 through
July 19, 2006, and $202,500 as our President from July 20, 2006 through
December 31, 2006. For Mr. Provow, salary consists of $212,231 while
President of our former Data Communications business unit from January
1, 2006 through July 19, 2006, and $173,250 as our President, Global
Operations from July 20, 3006 through December 31, 2006.

(2) Amounts reflect discretionary bonuses approved by our compensation
committee for Mr. Havener in recognition of the completion of a special
project and for Mr. Schrafft in recognition of his promotion to
President of the entire company.

(3) Amounts shown reflect the dollar amount expensed for financial
statement reporting purposes for the year ended December 31, 2006 in
accordance with FAS 123(R). Assumptions used in the calculation of
these amounts are included in footnote 9 to our audited financial
statements included in our annual report on Form 10-K for the year
ended December 31, 2006.

(4) Includes time-vested restricted stock awards for all named executive
officers granted in 2006 or in prior years and quarterly and annual
incentive restricted stock bonus awards for Messrs. Jones and Allred
issued during 2006. For Messrs. Jones and Allred, includes the 2006
fourth quarter and annual incentive restricted stock bonus

awards which were expensed in 2006 but granted the first quarter of
2007 on the same date that cash bonuses were paid by us to all of our
eligible employees. The 2006 incentive bonus criteria under which the
restricted stock awards were made are described under "Compensation
Discussion and Analysis --Elements of Our Executive Compensation
Program --Incentive Bonus Awards."

(5) Stock options for Messrs. Havener, Schrafft and Provow were granted
prior to 2006.

(6) Includes quarterly and annual incentive cash bonus awards earned and
paid in 2006, except the 2006 fourth quarter and annual incentive cash
bonus awards which were earned in 2006 but paid in the first quarter of
2007. Messrs. Schrafft and Provow's fourth quarter and annual incentive
cash bonus awards were revised by our compensation committee in
September 2006 to reflect their new positions. For Messrs. Jones and
Allred, certain de minimis amounts (less than $20) were paid in cash in
lieu of fractional shares from the restricted stock bonus awards earned
in 2006. The 2006 incentive bonus criteria under which the incentive
cash bonus awards were made are described under "Elements of Our
Executive Compensation Program --Incentive Bonus Awards."

(7) "All Other Compensation" for the named executive officers includes the
following:

o For Mr. Jones, various perquisites and benefits included an
auto allowance, club membership dues, supplemental disability
premiums, $52,935 for professional fees for tax and estate
planning, spouse or guest travel for our annual sales
incentive trip, company matching contributions to our 401(k)
plan and $30,000 in life insurance premiums.

o For Mr. Havener, the aggregate incremental cost of his
perquisites was less than $10,000.

o For Mr. Schrafft, various perquisites and benefits included an
auto allowance, supplemental disability premiums, spouse or
guest travel for our annual sales incentive trip and company
matching contributions to our 401(k) plan.

o For Mr. Provow, various perquisites and benefits included an
auto allowance, club membership dues, life and supplemental
disability insurance premiums, spouse or guest travel for our
annual sales incentive trip and company matching contributions
to our 401(k) plan.

o For Mr. Allred, various perquisites and benefits included an
auto allowance, club membership dues, life and supplemental
disability insurance premiums, spouse or guest travel for our
annual sales incentive trip and company matching contributions
to our 401(k) plan. Also included is separation compensation
consisting of a grant of restricted stock having a fair market
value of $600,000, which is subject to a one-year holding
period restriction, and costs associated with Mr. Allred's
retention of his laptop computer and cell phone.

Perquisites are valued at the aggregate incremental cost of providing
such benefits to the named executive officers.

(8) Mr. Schrafft became President of the entire company on July 20, 2006.

(9) Mr. Provow became President, Global Operations on July 20, 2006.

(10) Mr. Allred served as one of our executive officers, as our former
President and Chief Operating Officer, until July 20, 2006, and
continued to be employed by us in a non-named executive officer
position through the end of 2006. He resigned from the company on
January 1, 2007.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2006

The following table provides additional detail regarding restricted
stock and any other equity awards granted to the named executive officers during
the 2006 fiscal year and amounts payable to the named executive officers under
other compensation plans.

ALL OTHER GRANT
STOCK DATE FAIR
GRANT ESTIMATED POSSIBLE PAYOUTS UNDER ESTIMATED POSSIBLE PAYOUTS UNDER EQUITY AWARDS: VALUE OF
NAME DATE (1) NON-EQUITY INCENTIVE PLAN AWARDS (2) INCENTIVE PLAN AWARDS (2) (3) NUMBER OF STOCK AND
---- -------- ------------------------------------- --------------------------------------- SHARES OF OPTION
THRESHOLD TARGET MAXIMUM THRESHOLD TARGET MAXIMUM STOCK OR AWARDS
($) ($) ($) (#) (#) (#) UNITS(#) ($) (4)
--- --- --- --- --- --- -------- -------

Boland T. 1/20/06 0 51,000 270,000 0 6,423 (5) 34,005 -- 51,000
Jones
1/20/06 0 135,000 270,000 0 17,952 (5) 35,904 -- 135,000

1/20/06 0 135,000 270,000 0 16,383 (5) 32,766 -- 135,000

1/20/06 0 120,000 540,000 0 11,764 (5) 52,940 -- 120,000

Michael E. 0 5,667 20,000 -- -- -- -- --
Havener
0 15,000 20,000 -- -- -- -- --

0 15,000 20,000 -- -- -- -- --

0 13,334 40,000 -- -- -- -- --

Theodore P. 0 77,175 102,900 -- -- -- -- --
Schrafft
0 77,175 108,045 -- -- -- -- --

0 77,175 120,000 -- -- -- -- --

0 196,920 240,000 -- -- -- -- --

5/5/06 240,000 (6) 1,905,600

T. Lee 0 77,175 97,555 -- -- -- -- --
Provow
0 90,038 97,555 -- -- -- -- --

0 25,725 97,533 -- -- -- -- --

0 77,561 205,800 -- -- -- -- --

5/5/06 180,000 (6) 1,429,200

Jeffrey A 1/20/06 0 34,000 180,000 0 4,282 (5) 22,670 -- 34,000
Allred
1/20/06 0 90,000 180,000 0 11,968 (5) 23,936 -- 90,000

1/20/06 0 90,000 180,000 0 10,922 (5) 21,844 -- 90,000

1/20/06 0 80,000 360,000 0 7,843 (5) 35,294 -- 80,000

5/5/06 60,000 (7) 476,400

12/30/06 63,559 (8) 600,000

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

(1) Our compensation committee approved the 2006 incentive bonus criteria
subject to achievement of performance targets as described under
"Compensation Discussion and Analysis --Elements of Our Executive
Compensation Program --Incentive Bonus Awards" for quarterly and annual
performance periods for Messrs. Jones and Allred on January 20, 2006,
and for quarterly and annual incentive cash bonus awards on April 21,
2006 for Messrs. Havener, Schrafft and Provow (as such criteria was
revised for the fourth quarter and 2006 as a whole for Messrs. Schrafft
and Provow on September 13, 2006). If earned, the cash amounts were
paid and the restricted stock was issued on the date of the first
payroll following each of our earnings releases (which are the same
dates that cash bonuses were paid by us to all eligible employees),
with the restricted stock vesting the next business day, subject to
18-month holding period restrictions. Messrs. Havener, Schrafft and
Provow were not eligible for incentive stock bonus awards during 2006.

(2) For all amounts shown, the 2006 incentive bonus criteria were set and
incentive bonuses were earned during 2006, even though the fourth
quarter and annual incentive cash bonuses were paid, and the incentive
stock bonuses were issued, in the case of Messrs. Jones and Allred, in
the first quarter of 2007. Because these awards are quarterly or annual
and are all earned in 2006, the incentive cash bonus amounts are also
reported in the "Non-Equity

Incentive Plan Compensation" column of the Summary Compensation Table,
and the incentive stock bonus amounts for Messrs. Jones and Allred are
also reported under the "Stock Awards" column of the Summary
Compensation Table and under the "Number of Shares Acquired on Vest"
column of the Options Exercised and Stock Vested in Fiscal Year 2006
table. Information regarding the incentive bonus criteria and a general
description of the formula used to calculate these incentive awards is
described under "Compensation Discussion and Analysis --Elements of Our
Executive Compensation Program --Incentive Bonus Awards."

(3) For Messrs. Jones and Allred, shares issued as incentive stock bonuses
were granted under our 2004 long-term incentive plan. The number of
shares issued was determined by dividing the dollar amount of the
relevant cash bonus by the per share closing price of our common stock
on the date of issuance, with fractional shares paid in cash. These
shares vest on the next business day after issuance and are subject to
an 18-month holding period restriction.

(4) Grant date fair values of restricted stock awards are according to FAS
123(R). Certain de minimis amounts (less than $20) were paid in cash in
lieu of fractional shares.

(5) Holding period restrictions expire November 5, 2007, January 8, 2008,
May 3, 2008 and August 23, 2008 for each of Mr. Jones' respective
restricted stock awards which were issued on May 5, July 28, November
2, 2006 and February 23, 2007, respectively. Mr. Allred's holding
period restrictions were removed as of January 1, 2007 pursuant to his
separation agreement. Information on Mr. Allred's separation agreement
is described under "Executive Compensation--Individual Employment
Agreements."

(6) On May 5, 2006, Messrs. Schrafft and Provow were granted restricted
stock awards of 240,000 and 180,000 shares, respectively, under our
1995 stock plan, which vests in 16 quarterly installments of 15,000 and
11,250 shares, respectively, on the last day of each calendar quarter
beginning June 30, 2006. These awards are also reported under the
"Stock Awards" column of the Summary Compensation Table and under the
"Number of Shares Acquired on Vest" column of the Options Exercised and
Stock Vested in Fiscal Year 2006 table. The unvested shares are also
reported under the Outstanding Equity Awards at 2006 Fiscal Year table.

(7) On May 5, 2006, Mr. Allred was granted a restricted stock award of
60,000 shares under our 1995 stock plan, which vested 20,000 per
quarter through December 31, 2006. This award is also reported under
the "Stock Awards" column of the Summary Compensation Table and under
the "Number of Shares Acquired on Vest" column of the Options Exercised
and Stock Vested in Fiscal Year 2006 table. The unvested shares are
also reported under the Outstanding Equity Awards at 2006 Fiscal Year
table.

(8) On December 30, 2006, pursuant to Mr. Allred's separation agreement, he
was granted a restricted stock award under our 1995 stock plan having a
fair market value of $600,000, or 63,559 shares using the closing price
of our common stock on the grant date. Shares vested on December 31,
2006, subject to a one-year holding period restriction. This award is
also reported under the "All Other Compensation" column of the Summary
Compensation Table and under the Option Exercises and Stock Vested in
Fiscal Year 2006 table.

OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR-END

The following table presents information on outstanding equity awards
held by named executive officers at December 31, 2006, including the number of
securities underlying both exercisable and unexercisable portions of unexercised
stock options as well as the exercise price and expiration date of each
outstanding option grant. In addition, this table provides information about
stock awards including the aggregate number and market value of shares that have
not vested pursuant to such awards.

OPTION AWARDS STOCK AWARDS
------------------------------------------- ----------------------------------------
NUMBER OF
SECURITIES
UNDERLYING NUMBER OF SHARES MARKET VALUE OF
UNEXERCISED OPTION OPTION OR UNITS OF STOCK SHARES OR UNITS OF
OPTIONS (#) EXERCISE EXPIRATION THAT HAVE NOT STOCK THAT HAVE
NAME EXERCISABLE PRICE($) DATE VESTED(#) NOT VESTED($)
- ---- ----------- -------- ---- --------- -------------

Boland T. Jones -- -- -- 540,007 (1) 5,097,666

Michael E. 30,000 (2) 8.81 12/31/11 45,000 (3) 424,800
Havener

Theodore P. 233,334 (4) 5.04 5/30/11 195,000 (5) 1,840,800
Schrafft

T. Lee Provow 385,000 (6) 6.13 8/1/11 146,250 (7) 1,380,600

Jeffrey A. Allred -- -- -- -- --
- ----------------------------------------

(1) Shares of restricted stock vest in quarterly installments of 44,999
shares on the last day of each calendar quarter over 12 remaining
quarters.

(2) Options were fully vested on December 31, 2006.

(3) Shares of restricted stock vest in three equal annual installments of
15,000 shares on each of July 28, 2007, 2008 and 2009.

(4) Options were fully vested on May 30, 2006.

(5) Shares of restricted stock vest in quarterly installments of 15,000
shares on the last day of each calendar quarter over 13 remaining
quarters.

(6) Options were fully vested on August 1, 2006.

(7) Shares of restricted stock vest in quarterly installments of 11,250
shares on the last day of each calendar quarter over 13 remaining
quarters.

OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2006

The following table shows amounts realized by named executive officers
on each option that was exercised and each stock award that vested during the
2006 fiscal year.

OPTION AWARDS STOCK AWARDS
------------------------------------ -----------------------------------------------
NUMBER OF SHARES
ACQUIRED ON VALUE REALIZED ON NUMBER OF SHARES VALUE REALIZED ON
NAME EXERCISE (#) EXERCISE ($) ACQUIRED ON VESTING (#) VESTING ($)
---- ------------ ------------ ----------------------- -----------

Boland T. Jones ........ -- -- 82,863 (1) (2) 676,208

179,996 (3) 1,517,366
Michael E. Havener ..... 10,000 43,768 (4) 15,000 (5) 112,800
Theodore P. Schrafft ... -- -- 45,000 (1) (6) 385,050
T. Lee Provow .......... -- -- 33,750 (1) (7) 288,788
Jeffrey A. Allred ...... -- -- 55,242 (1) (8) 450,805

60,000 (1) (9) 513,400

63,559 (1) (10) 600,000
- --------------------------------------

(1) Shares are also reported under the Grants of Plan-Based Awards table,
except for fourth quarter and annual stock bonus awards for Messrs.
Jones and Allred which are earned in the fourth quarter of each year
but are not issued until the first quarter of the following year.

(2) Represents the aggregate incentive restricted stock bonus awards for
the fourth quarter and annual 2005 grant, which were issued in the
first quarter of 2006 and the first three quarterly issuances in 2006.
An aggregate of 32,628 shares were withheld to pay the tax liability
upon vesting. An aggregate of 50,235 net shares were issued, which had
a net realized value of $409,330. Shares vested the next business day
after date of issuance and are subject to 18-month holding period
restrictions from date of issuance.

(3) Represents time-vested restricted stock awards which were granted prior
to 2006 and vested on the last day of each calendar quarter in 2006. An
aggregate of 68,158 shares were withheld to pay the tax liability upon
vesting. An aggregate of 111,838 net shares were issued, which had a
net realized value of $943,765.

(4) Value realized on exercise represents the difference between the
exercise price of the option and the market price of the shares on the
date the option was exercised. The value realized was determined
without consideration of any taxes that may have been owed.

(5) Represents a time-vested restricted stock award which was granted prior
to 2006 and vested on July 28, 2006. An aggregate of 6,367 shares were
withheld to pay the tax liability upon vesting. An aggregate of 8,633
net shares were issued, which had a net realized value of $64,920.

(6) Represents a time-vested restricted stock award that vested on the last
day of each calendar quarter in 2006. An aggregate of 19,101 shares
were withheld to pay the tax liability upon vesting. An aggregate of
25,899 net shares were issued, which had a net realized value of
$221,609.

(7) Represents a time-vested restricted stock award that vested on the last
day of each calendar quarter in 2006. An aggregate of 14,325 shares
were withheld to pay the tax liability upon vesting. An aggregate of
19,425 net shares were issued, which had a net realized value of
$166,213.

(8) Represents the aggregate incentive restricted stock bonus awards for
the fourth quarter and annual 2005 grant which were issued in the first
quarter of 2006 and the first three quarterly issuances in 2006. An
aggregate of 22,175 shares were withheld to pay the tax liability upon
vesting. An aggregate of 33,067 net shares were issued, which had a net
realized value of $270,001. Shares vested the next business day after
date of issuance and all 18-month holding period restrictions were
subsequently released January 1, 2007 pursuant to Mr. Allred's
separation agreement.

(9) Represents a time-vested restricted stock award that vested on the last
day of each calendar quarter in 2006. 25,470 shares were withheld to
pay the tax liability upon vesting. 34,530 net shares net were issued,
which had a net realized value of $295,462.

(10) Represents restricted stock granted under Mr. Allred's separation
agreement. 26,131 shares were withheld to pay the tax liability upon
vesting. 37,428 net shares were issued, which had a net realized value
of $353,320. Shares vested one business day after date of grant and are
subject to a one-year holding period restriction from the date of
issuance.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We have entered into employment agreements or letters with each of our
named executive officers that provide for severance payments or benefits upon
termination of employment and change of control.

VOLUNTARY TERMINATION

A named executive officer is not entitled to receive any severance
payment or benefits upon his voluntary decision to terminate employment with us.
The executive officer would be entitled to receive a pro-rata portion of his
base salary for the year in which termination occurs and any earned and accrued
bonus compensation, as applicable.

TERMINATION WITH OR WITHOUT CAUSE

A named executive officer is not entitled to receive any severance
payment or benefits upon termination for cause. The executive officer would be
entitled to receive a pro rata portion of his base salary for the year in which
termination occurs and any earned and accrued bonus compensation, as applicable.
A named executive officer is entitled to receive severance payments and certain
benefits upon termination by the company without cause before and after a change
in control, per each executive officer's employment agreement or letter.

Termination for cause generally includes:

o the willful and continued failure of an executive to substantially
perform his duties, or

o the willful engaging by an executive in illegal conduct or gross
misconduct, which has, or reasonably may be expected to have, a
substantial, adverse effect upon us.

TERMINATION FOR GOOD REASON

Some of our named executive officers are entitled to receive severance
payments and certain benefits upon termination for good reason by the executive
officer before or after a change in control, per each executive officer's
employment agreement. Severance for termination for good reason before a change
in control is provided only for Mr. Jones under his employment agreement. Mr.
Havener's employment letter does not provide for severance benefits upon
termination for good reason. Messrs. Schrafft's and Provow's employment
agreements provide for

severance benefits upon termination for good reason only within 24 months after
a change in control. Termination for good reason requires prior written notice
by an executive officer.

Termination for good reason generally includes:

o the assignment to the executive of any duties inconsistent
with the executive's position, authority, duties or
responsibilities with us or any other action by us that
results in a diminution in such position, authority, duties or
responsibilities,

o a material reduction in the executives' base salary or bonus
opportunity,

o a material breach by us of any of the provisions in an
executive's employment agreement, or

o requiring the executive to be based at any office or location
other than at specified company office locations.

CHANGE IN CONTROL

The employment agreements and employment letters with each of our named
executive officers contain change in control provisions whereby certain
severance payments and benefits would be triggered upon the occurrence of a
change in control of the company. The purpose of these benefits are to provide
our named executive officers with a level of financial protection upon a loss of
employment, and to avoid their loss of previously granted stock options and
restricted stock awards, in connection with a change in control of the company.
Severance amounts are payable over time, except in connection with a change in
control, in which event the named executive officer will receive a lump sum
payment. Mr. Jones is also entitled to additional gross-up payments for any
excise tax that may be imposed in connection with a change in control.

The change in control severance provisions in our named executive
officers employment agreements or letters require a "double trigger," that is,
for any severance payment to occur, a change in control must be followed by an
involuntary loss of employment by the company without cause or by the employee
for good reason, either within or more than 12 or 24 months after a change in
control (depending upon the named executive officer). If Messrs. Jones',
Schrafft's or Provow's employment agreements are not renewed either in
contemplation of, or within 24 months after, a change in control, certain
severance payments would be triggered. In addition, all named executive officers
unvested stock options and restricted stock will fully vest upon a change in
control.

A change in control of the company generally includes the occurrence of
any of the following events:

o the acquisition of 50% or more of our voting securities,

o the members of our board of directors ceasing to constitute at
least 60% of our board,

o a merger, consolidation or reorganization involving the company,

o a complete liquidation or dissolution of the company, or

o the sale or other disposition of all or substantially all of our
assets.

The following table describes the potential payments and benefits to
which each of our named executive officers would be entitled if termination of
employment occurred before or after a change in control or was due to death or
disability. The values assume termination of employment was effective as of
December 31, 2006. A discussion of termination of employment and change of
control provisions contained in employment agreements or letters with each of
our named executive officers is set forth in "Executive Compensation
- --Individual Employment Agreements."

TERMINATION
WITHOUT CAUSE OR
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON
FOR GOOD REASON BEFORE A AFTER A DEATH OR
NAME BENEFIT CHANGE IN CONTROL CHANGE IN CONTROL DISABILITY
---- ------- ----------------- --------------------- ----------

Boland T. Salary $ 2,725,774 $ 2,725,774 $1,350,000 (3)
Jones Bonus 7,541,366 7,541,366 --
Acceleration of equity 5,097,666 5,097,666 5,097,666
awards (1)
Health and welfare 131,485 131,485 5,000 (3)
benefits continuation (2)
Life insurance 90,000 90,000 --
Excise tax gross-up -- -- -- (4)
----------- ----------- ----------
Total $15,586,291 $15,586,291 $6,452,666

TERMINATION
WITHOUT CAUSE OR
TERMINATION WITHOUT CAUSE FOR GOOD REASON
BEFORE A AFTER A DEATH OR
NAME BENEFIT CHANGE IN CONTROL CHANGE IN CONTROL (5) DISABILITY
---- ------- ----------------- --------------------- ----------

Michael E. Salary $ 100,000 $ 200,000 --
Havener Bonus -- -- --
Acceleration of equity awards (1) 141,600 424,800 $ 424,800
-- -- --
-------- -------- --------
Total $241,600 $ 624,800 $ 424,800

Theodore P. Salary $ 900,000 $ 900,000 --
Schrafft Bonus -- -- --
Acceleration of equity awards (1) 141,600 1,840,800 $1,840,800
Health and welfare benefits
continuation (2) 29,812 29,812 --
---------- --------- ----------
Total $1,071,412 $2,770,612 $1,840,800

T. Lee Salary $ 770,000 $ 770,000 --
Provow Bonus -- -- --
Acceleration of equity awards (1) 106,200 1,380,600 $1,380,600
Health and welfare benefits
continuation (2) 29,812 29,812 --
---------- ---------- ----------
Total $ 906,012 $2,180,412 $1,380,600
- ----------------------------------------

(1) All named executive officers' equity awards fully vest upon a change in
control of the company and upon death or disability. All of Mr. Jones'
equity awards also vest upon a termination without cause or for good
reason prior to a change in control. The next tranche of equity awards
vest upon a termination without cause for Messrs. Havener, Schrafft and
Provow.

(2) Heath and welfare benefits continuation amounts are based upon the type
of insurance we carried on each applicable named executive officer, and
are valued at the premium in effect, on January 1, 2007.

(3) Mr. Jones' disability benefit equals 100% of his base salary payable
for the first year, then 50% of his base salary for the next six
months. Mr. Jones' employment agreement also provides for a $5,000
death benefit.

(4) Based on certain assumptions, including assumptions regarding the stock
price of our common stock and adjusted federal rates, we do not believe
that an excise tax would be imposed on severance payments to Mr. Jones
using a December 31, 2006 termination date.

(5) Not applicable to Mr. Havener in the event of termination for good
reason.

INDIVIDUAL EMPLOYMENT AGREEMENTS

BOLAND T. JONES

The initial term of Mr. Jones' employment agreement expires on January
1, 2010. Thereafter, it renews automatically for successive one-year periods
unless either party elects not to renew at least 30 days prior to expiration of
the term. If we terminate his employment for any reason other than cause, death,
disability or if he resigns for good reason, Mr. Jones will be entitled to
severance compensation equal to 2.99 times the greater of the sum of his annual
base salary in effect at the date of his termination plus 200% of his target
cash bonus for the year in which his termination occurs or the sum of the
highest annual base salary plus 200% of the highest cash bonus paid to him for
any of the three calendar years prior to the date of termination. This severance
amount will be payable in cash in equal installments over a 12-month period,
unless the termination occurs during a 24-month period following a change of
control, in which case the severance amount will be payable in a lump sum upon
the effective date of his termination. If, during the 24-month period following
a change in control, Mr. Jones is terminated by us or the company's successor
for failure to renew his agreement, he will be entitled to severance
compensation as if his employment was terminated without cause and his severance
amount will be payable in a lump sum within five business days of the date of
termination. In addition, upon termination of Mr. Jones' employment without
cause or for good reason, or in the event that we fail to renew the term of his
employment agreement, he will continue to participate in any of our dental,
disability, life or similar programs in which he participated immediately prior
to termination for the remaining term of his agreement as if such termination
had not occurred. This benefit would include the continuation of $3.0 million
life insurance policy on Mr. Jones. Mr. Jones also will continue to participate
in any of our medical or health plans and programs in which he participated
immediately prior to such termination for a period of 60 months after the date
of termination without cause or for good reason, or for a period of 24 months
following the termination of his employment agreement due to our failure to
renew its term. In addition, Mr. Jones is entitled to receive a gross-up payment
in the event any payments or benefits to which he may be entitled are treated as
"excess parachute payments" and are subject to excise taxes under Section 4999
of the tax code.

Mr. Jones' employment agreement provides that he will not compete with
the company, solicit any of our employees or customers or disclose confidential
information during the term of his employment and for one year thereafter.

MICHAEL E. HAVENER

We may terminate Mr. Havener's employment at any time. If his
employment is terminated without cause either before a change in control or more
than 12 months after a change in control, Mr. Havener will be entitled to
severance compensation equal to 50% of his base annual salary in effect on the
date of termination. In addition, if, during the 12-month period following a
change in control, if Mr. Havener's employment is terminated without cause, then
Mr. Havener is entitled to severance compensation equal to 100% of his base
annual salary in effect on the date of termination. These severance amounts will
be payable in accordance with our standard payroll practices over the six-month
period following the termination date unless his termination occurs during the
12-month following a change in control, in which case the severance amounts will
be payable in a lump sum payment within five business days of the date of
termination.

THEODORE P. SCHRAFFT

The term of Mr. Schrafft's employment agreement expires on December 31,
2007. Thereafter, it renews automatically for successive one-year periods unless
either party elects not to renew at least 90 days prior to expiration of the
term. If we terminate his employment without cause either before or after a
change in control, or, if, during the 24-month period following a change in
control, he terminates his employment for good reason or his employment is
terminated by the company or its successor, Mr. Schrafft will be entitled to
severance compensation equal to 200% of his base annual salary in effect on the
date of termination. These severance amounts will be payable in accordance with
our standard payroll practices over the 24-month period following the
termination date, unless his termination occurs during the 24-month period
following a change in control, in which case these severance amounts will be
payable in a lump sum within five business days of the date of termination. In
addition to these severance amounts, Mr. Schrafft will receive the cost of COBRA
coverage for 18 months following the date of termination.

Mr. Schrafft's employment agreement provides that he will not compete
with the company, solicit any of our employees or customers or disclose
confidential business information during the term of his employment and for one
year thereafter.

T. LEE PROVOW

The term of Mr. Provow's employment agreement expires on December 31,
2007. If we terminate his employment without cause either before a change in
control or, if during the 24-month period following a change in control, Mr.
Provow's employment is terminated by him for good reason or by the company or
its successor for failure to renew his agreement, Mr. Provow will be entitled to
severance compensation equal to 200% of his base annual salary in effect on the
date of termination. These severance amounts will be payable in accordance with
our standard payroll practices over the 24-month period following the
termination date, unless termination occurs during the 24-month period following
a change in control, in which case these severance amounts will be payable in a
lump sum within five business days of the date of termination. In addition, Mr.
Provow will be entitled to an amount equal to the cost of obtaining COBRA
coverage for 18 months following the date of termination.

Mr. Provow's employment agreement provides that he will not compete
with the company, solicit any of our employees or customers or disclose
confidential business information during the term of his employment and for one
year thereafter.

JEFFREY A. ALLRED

Mr. Allred served as our President and Chief Operating Officer until
July 2006, when he became our Chief Investment Officer, a position he held until
his resignation upon the expiration date of the term of his employment agreement
on January 1, 2007. In connection with his resignation, we entered into a
separation agreement and restricted stock agreement with Mr. Allred, providing
for, among other things, the payment of $1.2 million in cash severance, the
issuance of restricted stock having a fair market value of $600,000 (subject to
a one-year holding period restriction) and the continuation of certain benefits
for a two-year period. In February 2007, we entered into to a Consulting
Agreement with Griffeon Group, LLC, of which Mr. Allred serves as President and
Chief Executive Officer, pursuant to which in exchange for consulting services
we have agreed to pay Griffeon Group an aggregate of $225,000 over the term of
the agreement ending July 15, 2007.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information as of December 31, 2006 about our
common stock that may be issued under all of our existing equity compensation
plans. The table does not include information with respect to shares subject to
outstanding options granted under equity compensation plans assumed by us in
connection with mergers and acquisitions of the companies that originally
granted those options. Note 3 to the table sets forth the total number of shares
of our common stock issuable upon the exercise of those assumed options as of
December 31, 2006 and the weighted average exercise price of those options. No
additional options may be granted under those assumed plans.

(c)
(a) NUMBER OF SECURITIES
NUMBER OF SECURITIES (b) REMAINING AVAILABLE FOR
TO BE ISSUED UPON WEIGHTED AVERAGE FUTURE ISSUANCE UNDER
EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
- ------------- ------------------- ------------------- ------------------------

Equity Compensation Plans
approved by shareholders (1)...... 1,719,492 $7.37 3,290,953
Equity Compensation Plans not
approved by shareholders (2)...... 927,111 $7.04 --
--------- ----- ---------
Total ........................... 2,646,603 $7.25 3,290,953
- ----------------

(1) Includes options issued and available for exercise and shares available
for issuance under our 1995 stock plan, 2000 directors stock plan and
2004 long-term incentive plan.

(2) Includes options issued and available for exercise under our 1998 stock
plan. Following the adoption of our 2004 long-term incentive plan in
June 2004, the 1998 stock plan was frozen and no additional awards will
be issued.

(3) This table does not include information for an equity compensation plan
assumed by us in connection with an acquisition of the company that
originally established the Intellivoice Communications, Inc. 1995
incentive stock option plan. As of December 31, 2006, a total of 4,870
shares of our common stock were issuable upon exercise of outstanding
options under the assumed plan. The weighted average exercise price of
the outstanding options is $4.58 per share. No additional options may be
granted under this assumed plan.

CERTAIN TRANSACTIONS

REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS

Our board of directors has adopted the statement of policy with respect
to related person transactions, which sets forth in writing the policies and
procedures for the review, approval or ratification of any transaction (or any
series of similar transactions) in which we, including any of our subsidiaries,
were, are or will be a participant and the amount involved exceeds $5,000, and
in which any related person had, has or will have a direct or indirect material
interest. For purposes of the policy, a "related person" is:

o any person who is, or at any time since the beginning of our last
fiscal year was, our executive officer or director or a nominee
to become one of our directors,

o any shareholder owning in excess of five percent of our company,

o any immediate family member of any of the foregoing persons, or

o any firm, corporation or other entity in which any of the
foregoing persons is employed or is a partner or principal or in a
similar position or in which such person has a five percent or
greater beneficial ownership interest.

Other than a transaction involving compensation that is approved by our
compensation committee, we will only consummate or continue a related person
transaction if it has been approved or ratified by our audit committee in
accordance with the guidelines set forth in the policy and the transaction is on
terms comparable to those that could be obtained in arm's length dealings with
unrelated third parties.

Our board of directors has determined that the audit committee is best
suited to review and approve related person transactions. Prior to the
consummation of or material amendment to a related person transaction, our audit
committee reviews the transaction and considers all relevant facts and
circumstances, including, but not limited to:

o the benefits to us from the transaction,

o the impact on a director's independence, if applicable,

o the availability of other sources for comparable products or
services,

o the terms of the transaction, and

o the terms available to unrelated third parties or employees
generally.

Our audit committee approves only those related person transactions
that are in, or are not inconsistent with, the best interests of our company and
our shareholders. If a related person transaction is ongoing or completed and
was not previously approved, it is promptly submitted to our audit committee for
review and consideration. Based on the conclusions reached, our audit committee
evaluates all options, including but not limited to, ratification, amendment,
rescission or termination of the related person transaction.

RELATED PARTY TRANSACTIONS

We have made loans to Boland T. Jones, our Chairman of the Board and
Chief Executive Officer, which loans are secured by our common stock held
directly by Mr. Jones and by Seven Gables Partnership, L.P., a limited
partnership whose general partner is Seven Gables Management Company, LLC and
whose limited partner is a trust of which Mr. Jones was the grantor and his wife
the trustee. Seven Gables Management Company is a limited liability company of
which Mr. Jones and his wife are the sole members. The loans were made pursuant
to Mr. Jones' then current employment agreement for the exercise price of
certain stock options and the taxes related thereto. We had a legal commitment
to make these loans prior to July 30, 2002, without having any discretion or
termination right with respect to these existing obligations, which have not
been modified or extended in any way. Each loan is evidenced by a recourse
promissory note bearing interest at the applicable federal rate and is secured
by the common stock purchased. These loans mature between 2007 and 2010. No
payments are due prior to the due date of each loan. The highest aggregate
principal amount of the loans, including accrued interest, outstanding during
2006 was $2,004,398, and the terms of these loans are as follows:

INTEREST SHARES VALUE OF COLLATERAL
NAME AMOUNT OF LOAN RATE DUE DATE PLEDGED AS OF 12/31/05
---- -------------- ---- -------- ------- --------------

Boland T. Jones .... $1,431,327 5.96% 10/31/10 1,330,753* $12,562,308*
396,856 4.94% 12/29/07 100,000 944,000
24,323 4.94% 12/15/09 24,000 226,560
95,191 5.43% 10/31/10 1,330,753* 12,562,308*
56,701 5.43% 10/31/10 239,624 2,262,051
---------- -----------
$2,004,398 $15,994,919*
- -------------------------

* Separate loans are secured by the same shares of our common stock. The
value of such shares is only included once to determine the total value
of collateral.

As of April 13, 2007, the aggregate outstanding loan amount for Mr.
Jones was $2,036,865.

In October 2005, our audit committee approved, and in November 2005 we
entered into, an agreement with HowStuffWorks. The agreement provides for our
purchase of up to $30,000 of online advertisements on howstuffworks.com each
calendar month during the term. We made aggregate payments of approximately
$283,120 during the initial term and agreed to extend the agreement for an
additional one-year period expiring September 20, 2007. Jeffrey T. Arnold is an
executive officer of Convex Group, which controls HowStuffWorks, and Boland T.
Jones is a director of Convex Group.

AUDIT COMMITTEE REPORT

Our amended and restated audit committee charter specifies the scope of
the audit committee's oversight role and how it carries out its activities. See
"Corporate Governance Matters -- Audit Committee." Our management has primary
responsibility for our financial statements and reporting process, including our
systems of internal controls. Our independent auditors are responsible for
performing an independent audit of our consolidated financial statements in
accordance with generally accepted auditing standards and issuing a report
thereon. Our audit committee oversees these processes and annually appoints our
independent auditors for the upcoming year.

Our audit committee has reviewed and discussed our December 31, 2006
audited financial statements with management and with Deloitte & Touche LLP, our
independent registered public accounting firm. Our audit committee also has
discussed with Deloitte & Touche the matters required to be discussed by
Statement on Auditing Standards No. 61 "Communication with Audit Committees", as
amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by
the Public Company Accounting Oversight Board in Rule 3200T.

The audit committee also has received from Deloitte & Touche the
written disclosures and the letter required by Independence Standards Board
Standard No. 1 "Independence Discussions with Audit Committees" as adopted by
the Public Company Accounting Oversight Board in Rule 3600T, and has discussed
with Deloitte & Touche their independence from us. The audit committee has also
considered and determined that the provision of non-audit services to us is
compatible with the independence of Deloitte & Touche.

Based on the review and discussions referred to above, the audit
committee recommended to the board that the December 31, 2006 audited financial
statements be included in our annual report on Form 10-K for the year ended
December 31, 2006 that was filed with the SEC on March 15, 2007.

The foregoing report has been submitted by the members of the audit
committee.

John R. Harris, Chairman
Raymond H. Pirtle, Jr.
Wilkie S. Colyer

THE FOREGOING REPORT DOES NOT CONSTITUTE "SOLICITING MATERIAL" AND SHOULD NOT BE
DEEMED TO BE "FILED" WITH THE SEC OR INCORPORATED BY REFERENCE INTO ANY OF OUR
OTHER FILINGS UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT
THAT WE SPECIFICALLY INCORPORATE THIS REPORT BY REFERENCE IN ANY OF THOSE
FILINGS.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche served as our independent registered public
accounting firm for the year ended December 31, 2006. The audit committee has
not yet selected our independent registered public accounting firm for our 2007
audit, but intends to do so by May 31, 2007 after completion of its standard
review process.

AUDIT MATTERS

The following table shows the aggregate fees billed to us by Deloitte &
Touche for audit and permitted non-audit services for the years ended December
31, 2006 and 2005:

2006 2005
---- ----
Audit fees............... 1,374,701 $1,393,698
Tax fees................. 189,247 320,252
All other fees........... 163,051 107,863
--------- ----------
Total fees........... 1,726,999 $1,821,813
========= ==========

"Audit fees" include fees for the audit of our consolidated financial
statements, review of our quarterly financial statements, compliance with the
Sarbanes-Oxley Act of 2002 Section 404 requirements and statutory audits of
certain of our foreign subsidiaries' financial statements.

"Tax fees" include fees for domestic and international tax compliance,
planning and advice.

"All other fees" for 2006 and 2005 consist of fees for an American
Institute of Public Accountants' Statement on Auditing Standards No. 70 Type II
audit of controls related to the processing of automated data management and
delivery solutions and related computer controls at certain of our U.S. and
international processing locations.

The audit committee pre-approved all audit and permitted non-audit
services provided by Deloitte & Touche in 2006 and 2005 and has considered
whether the provision of such permitted non-audit services is compatible with
maintaining Deloitte & Touche's independence.

Representatives of Deloitte & Touche will be present at the annual
meeting via conference call and will be available to make a statement and
respond to appropriate questions.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers, directors and
persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership of such
securities with the SEC and the New York Stock Exchange, Inc. Officers,
directors and greater than ten percent beneficial owners are required by
applicable regulations to furnish us with copies of all Section 16(a) forms they
file.

We are required to describe in this proxy statement whether we have
knowledge that any person required to file such a report may have failed to do
so in a timely manner. In this regard, all of our directors, all officers
subject to the reporting requirements and each beneficial owner of more than ten
percent of any class of our common stock satisfied all applicable filing
requirements, except that Messrs. Jones, Allred and Havener each failed to
timely file a Form 4: for Mr. Jones, to report additional shares issued due to a
clerical error in calculating tax withholding; for Mr. Allred, to report shares
gifted to charity; and for Mr. Havener, to report shares withheld to satisfy the
tax liability applicable to the vesting of restricted stock. The reports have
now been filed. The foregoing is based upon reports furnished to us.

SHAREHOLDER PROPOSALS

Under Rule 14a-8(e) of the Exchange Act, proposals of shareholders
intended to be presented at the 2008 annual meeting of shareholders must be
received by us on or before January 22, 2008 to be eligible for inclusion in our
proxy statement and proxy card related to that meeting. Only proper proposals
under Rule 14a-8 of the Exchange Act that are timely received will be included
in the proxy statement and proxy card for the 2008 annual meeting of
shareholders.

Our bylaws provide that shareholders seeking to bring business before a
meeting of shareholders must provide notice thereof not less than 120 nor more
than 150 calendar days before the first anniversary of the date of our notice of
annual meeting sent to shareholders in connection with the previous year's
annual meeting, and, in such notice, provide to us certain information relating
to the proposal. Accordingly, notice of shareholder proposals will be considered
untimely and not proper for action at the 2008 annual meeting if received by us
before December 23, 2007 or after January 22, 2008.

For information regarding a shareholder's submission of a director
nominee candidate to the nominating and governance committee or a shareholder's
director nomination for election at an annual meeting, see "Corporate Governance
Matters -- Shareholder Director Nominations."

OTHER MATTERS

We do not know of any other matters to be submitted at the annual
meeting. If any other matters properly come before the annual meeting, it is the
intention of the persons named in the enclosed form of proxy to vote the shares
they represent in accordance with their judgment.

A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2006, INCLUDING FINANCIAL STATEMENTS, EXHIBITS AND ANY AMENDMENTS THERETO,
AS FILED WITH THE SEC, MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO:
PREMIERE GLOBAL SERVICES, INC., C/O SECRETARY, 3399 PEACHTREE ROAD, N.E., THE
LENOX BUILDING, SUITE 700, ATLANTA, GEORGIA 30326. OUR 2006 FORM 10-K IS ALSO
AVAILABLE ON OUR WEB SITE AT PGICONNECT.COM (FOLLOW THE LINKS TO "INVESTOR
RELATIONS" -- "SEC FILINGS").

By Order of the Board of Directors,

/s/ L. SCOTT ASKINS
L. Scott Askins
Secretary

Atlanta, Georgia
May 10, 2007

APPENDIX A

PREMIERE GLOBAL SERVICES, INC.
AMENDED AND RESTATED COMPENSATION COMMITTEE CHARTER

PURPOSE

The purpose of the Compensation Committee (the "Committee") shall be to assist
the Board of Directors of Premiere Global Services, Inc. (the "Company") in the
discharge of its responsibilities with respect to the compensation of the
Company's directors and executive officers and the administration of certain
incentive compensation plans.

COMPOSITION OF THE COMMITTEE

The members of the Committee shall be independent directors meeting the
requirements of the New York Stock Exchange. The Committee members will be
appointed by the Board of Directors on the recommendation of the Nominating and
Governance Committee and may be removed by the Board of Directors in its
discretion. In addition, the Chairman of the Committee shall be determined by
the Board of Directors. The Committee shall have authority to delegate any of
its responsibilities to subcommittees as the Committee may deem appropriate.

RESPONSIBILITIES OF THE COMMITTEE

The Committee shall:

o Review and approve the Company's goals and objectives relevant to
the compensation of the chief executive officer and evaluate the
performance of the chief executive officer in light of those
goals and objectives;

o Determine and approve the compensation of the chief executive
officer based on the evaluation of the chief executive officer's
performance relative to the Company's goals and objectives,
provided that the chief executive officer may not be present
during voting or deliberations of his or her compensation;

o Review and evaluate the compensation of the Company's other
executive officers and consider the recommendations of the chief
executive officer for compensation other than his own;

o Based on the review and evaluation of the Company's other
executive officers, determine and approve the compensation of such
executive officers;

o Review and evaluate the compensation of the Company's directors
and recommend changes in director compensation to the Company's
board of directors;

o Administer stock award grants to the Company's directors,
executive officers and other employees under the Company's
equity-based plans;

o Make recommendations to the Board of Directors with respect to the
Company's incentive-compensation plans and equity-based plans;

o Make regular reports to the Board of Directors concerning the
activities of the Committee;

o Annually review and assess the adequacy of this Charter and
recommend any proposed changes to the Board of Directors for
approval;

o Produce an annual Committee report on executive compensation for
inclusion in the Company's annual report on Form 10-K filed with
the Securities and Exchange Commission or the Company's proxy
statement for the annual meeting of shareholders, in accordance
with applicable rules and regulations;

o Perform an annual performance evaluation of the Committee; and

o Perform any other activities consistent with this Charter, the
Company's Articles of Incorporation and Bylaws and governing law
as the Committee or the Board of Directors deem appropriate.

If a compensation consultant is to assist in the evaluation of director, chief
executive officer or executive officer compensation, the Committee shall have
sole authority to retain, at the Company's expense, and, where appropriate,
terminate the compensation consultant, including sole authority to approve the
consultant's fees and other retention terms.

COMMITTEE MEETINGS

The Committee shall meet as often as its members deem necessary to perform the
Committee's responsibilities, but no less frequently than two times per year.
Minutes of each of these meetings shall be kept.

APPENDIX B

PROXY
PREMIERE GLOBAL SERVICES, INC.

The undersigned hereby appoints Boland T. Jones and L. Scott Askins, each
with full power of substitution, acting jointly or by either of them if only one
be present and acting, attorneys and proxies to vote in the manner specified
below (according to the number of shares which the undersigned would be entitled
to cast if then personally present), all the shares of common stock, par value
$.01 per share, of Premiere Global Services, Inc. held of record by the
undersigned at the close of business on April 19, 2007, at the annual meeting of
shareholders to be held at 10:00 a.m. local time, on Wednesday, June 27, 2007,
at the Antlers Hilton Hotel, 4 South Cascade Avenue, Colorado Springs, Colorado
80903, including any adjournments or postponements thereof.

1. Election of the following nominees:

Nominees: W. Stevens Jones and J. Walker Smith, Jr. to serve as Class I
directors:

|_| FOR all nominees listed |_| WITHHOLD authority to vote for
above, other than as noted below nominees listed above

Instruction: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.

2. Approval of an amendment to our bylaws to declassify our board of directors
and provide for the annual election of all of our directors.

|_| FOR |_| AGAINST |_| ABSTAIN

3. Approval of any motion submitted to a vote of the shareholders to adjourn the
annual meeting to another time and place for the purpose of soliciting
additional proxies if there are not sufficient votes at the time of the annual
meeting to approve Proposal 2.

|_| FOR |_| AGAINST |_| ABSTAIN

|_| Please check this box if you plan to attend the annual meeting of
shareholders despite submission of this Proxy.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF THE TWO DIRECTOR NOMINEES NAMED ABOVE, "FOR" APPROVAL OF
AN AMENDMENT TO OUR BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE FOR
THE ANNUAL ELECTION OF ALL OF OUR DIRECTORS, "FOR" APPROVAL OF ANY MOTION
SUBMITTED TO A VOTE OF THE SHAREHOLDERS TO ADJOURN THE ANNUAL MEETING TO ANOTHER
TIME AND PLACE FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE PROPOSAL 2, AND
WITH DISCRETIONARY AUTHORITY AS PERMITTED BY RULE 14A-4(C) OF THE SECURITIES AND
EXCHANGE COMMISSION ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF OF WHICH WE DID NOT HAVE NOTICE ON OR
BEFORE DECEMBER 11, 2006.

Please sign exactly as your name appears on your stock certificate and date
as of the date of signature. Where shares are held jointly, each shareholder
must sign. When signing as executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

Dated: ________________________, 2007

-------------------------------------------------
Signature of Shareholder

-------------------------------------------------
Signatures of Other Shareholder (if held jointly)

-------------------------------------------------
Title(s)

THIS PROXY IS SOLICITED ON BEHALF OF PREMIERE GLOBAL SERVICES, INC.'S BOARD OF
DIRECTORS AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE.