Purpose: Studying the variations in speech levels with changing background noise level and talker-to-listener distance for talkers wearing hearing protection devices (HPDs) can aid in understanding communication in background noise. Method: Speech was recorded using an intra-aural HPD from 12 different talkers at 5 different distances in 3 different noise conditions and 2 quiet conditions. Results: This article proposes models that can predict the difference in speech level as a function of background noise level and talker-to-listener distance for occluded talkers. The proposed model complements the existing model presented by Pelegrín-García, Smits, Brunskog, and Jeong (2011) and expands on it by taking into account the effects of occlusion and background noise level on changes in speech sound level. Conclusions: Three models of the relationship between vocal effort, background noise level, and talker-to-listener distance for talkers wearing HPDs are presented. The model with the best prediction intervals is a talker-dependent model that requires the users' unoccluded speech level at 10 m as a reference. A model describing the relationship between speech level, talker-to-listener distance, and background noise level for occluded talkers could eventually be incorporated with radio protocols to transmit verbal communication only to an intended set of listeners within a given spatial range--this range being dependent on the changes in speech level and background noise level.