Exhibit 10.40

NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors
before adopting the Plan. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.

Principal Life Insurance Company, Raleigh, NC 27612

A member of the Principal Financial Group®

THE EXECUTIVE NONQUALIFIED PLAN

ADOPTION AGREEMENT

THIS AGREEMENT is the adoption by Local Insight Media, L.P.(the
Company) of the Executive Nonqualified Plan (Plan).

W I T N E S S E T H:

WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and
shall apply to amounts subject to section 409A; and

WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain
legal and tax advice from its professional advisors before adopting the Plan,

NOW, THEREFORE, the Company hereby adopts the Plan in
accordance with the terms and conditions set forth in this Adoption Agreement:

ARTICLE I

Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer
hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this
Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.

ARTICLE II

The Employer hereby makes the following designations or elections for the purpose of the Plan:



|    |  |                    |  |                                                                                           
|--- |  | ------------------ |  | ------------------------------------------------------------------------------------------
|2.6 |  | Committee:         |  | The duties of the Committee set forth in the Plan shall be satisfied by:                  
|    |  |                   
|    |  | ___            (a) |  | Company                                                                                   
|    |  |                   
|    |  | ___            (b) |  | The administrative committee appointed by the Board to serve at the pleasure of the Board.
|    |  |                   
|    |  | ___            (c) |  | Board.                                                                                    
|    |  |                   
|    |  | XX            (d)  |  | Other (specify): Nonqualified Deferred Compensation Plan Committee.                       



1



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|     |  |                                                                                                                                                                                |  |                                                                        |  |                                                                                                                            
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|2.8  |  | Compensation:                                                                                                                                                                  |  | The Compensation of a Participant shall mean all of a Participants:
|     |  |                                                                                                                                                                                | 
|     |  | XX                                                                                                                                                                             |  | (a)                                                                    |  | Base salary.                                                                                                               
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (b)                                                                    |  | Service Bonus.                                                                                                             
|     |  |                                                                                                                                                                                | 
|     |  | XX                                                                                                                                                                             |  | (c)                                                                    |  | Performance-Based Compensation earned in a period of 12 months or more.                                                    
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (d)                                                                    |  | Commissions.                                                                                                               
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (e)                                                                    |  | Compensation received as an Independent Contractor reportable on Form 1099.                                                
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (f)                                                                    |  | Other:                                                                                                                     
|     | 
|2.9  |  | Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (a)                                                                    |  | The last business day of each Plan Year.                                                                                   
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (b)                                                                    |  | The last business day of each calendar quarter during the Plan Year.                                                       
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (c)                                                                    |  | The last business day of each month during the Plan Year.                                                                  
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (d)                                                                    |  | The last business day of each payroll period during the Plan Year.                                                         
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (e)                                                                    |  | Each pay day as reported by the Employer.                                                                                  
|     |  |                                                                                                                                                                                | 
|     |  | XX                                                                                                                                                                             |  | (f)                                                                    |  | Any business day on which Participant Deferrals are received by the administrative recordkeeper.                           
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (g)                                                                    |  | Other:                                                                                                                     
|     |  |                                                                                                                                                                                | 
|2.13 |  | Effective Date:                                                                                                                                                                |  |                                                                        |  |                                                                                                                            
|     |  |                                                                                                                                                                                | 
|     |  | XX                                                                                                                                                                             |  | (a)                                                                    |  | This is a newly-established Plan, and the Effective Date of the Plan is February 1, 2008.                                  
|     |  |                                                                                                                                                                                | 
|     |  | ___                                                                                                                                                                            |  | (b)                                                                    |  | This is an amendment and restatement of a plan named
 with an effective date of
.                                          
|     |  |                                                                                                                                                                                | 
|     |  |                                                                                                                                                                                |  |                                                                        |  | The Effective Date of this amended and restated Plan is
.                                                                  
|     |  |                                                                                                                                                                                | 
|     |  |                                                                                                                                                                                |  |                                                                        |  | This is amendment number
.                                                                                                 
|     |  |                                                                                                                                                                                | 
|     |  |                                                                                                                                                                                |  | ___                                                                    |  | (i)     All amounts in Deferred Compensation Accounts shall be subject to the provisions of this amended and restated
Plan.
|     |  |                                                                                                                                                                                | 
|     |  |                                                                                                                                                                                |  | ___                                                                    |  | (ii)    Any Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.                         
|     | 
|2.20 |  | Normal Retirement Age: The Normal Retirement Age of a Participant shall be:                                                                                                   
|     |  |                                                                                                                                                                                | 
|     |  | XX                                                                                                                                                                             |  | (a)                                                                    |  | Age 65                                                                                                                     



2



---

| |  |     |  |                                                                                                                                                                                                                               
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ___ |  | (b)    The later of age  or the
 anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.
| |  |    
| |  | ___ |  | (c)    Other:                                                                                                                                                                                                                 

2.23 Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are
parties to the Plan:



|                          |  |                                     |  |                    |  |           
|------------------------- |  | ----------------------------------- |  | ------------------ |  | ----------
|Name of Employer          |  | Address                             |  | Telephone No.      |  | EIN       
|Local Insight Media, L.P. |  | 188 Inverness Drive West, Suite 800 |  | 303-867-1600       |  | 20-8131838
|                          |  | Englewood, CO 90112                 |  |                    |  |           
|                          |  |                                     |  |                    |  |           
|Local Insight Media, L.P. |  | 100 Executive Parkway               |  | 330-655-4400       |  | 34-1458335
|                          |  | Hudson, OH 44236                    |  |                    |  |           
|                          |  |                                     |  |                    |  |           
|Local Insight Media, L.P. |  | 1001 San Roberto St., Suite 500     |  | 787-758-2828 X5502 |  | 66-0568619
|                          |  | Rio Piedras, Puerto Rico 00926      |  |                    |  |           
|                          |  |                                     |  |                    |  |           
|Local Insight Media, L.P. |  | 312 Plum St., Suite 900             |  | 513-397-6794       |  | 02-0553288
|                          |  | Cincinnati, OH 45202                |  |                    |  |           
|                          |  |                                     |  |                    |  |           
|Local Insight Media, L.P. |  | 3601 C St., Suite 1424              |  | 907-297-3065       |  | 57-1160727
|                          |  | Anchorage, AK 99503                 |  |                    |  |           



|     |  |                                                                                        |  |     |  |                                                                          
|---- |  | -------------------------------------------------------------------------------------- |  | --- |  | -------------------------------------------------------------------------
|2.26 |  | Plan: The name of the Plan is                                                         
|     |  | Local Insight Media Deferred Compensation Plan.                                       
|     | 
|2.28 |  | Plan Year: The Plan Year shall end each year on the last day of the month of December.
|     | 
|2.30 |  | Seniority Date: The date on which a Participant has:                                  
|     |  |                                                                                        | 
|     |  | ___                                                                                    |  | (a) |  | Attained age .                                                           
|     |  |                                                                                        | 
|     |  | XX                                                                                     |  | (b) |  | Completed 5 Years of Service from First Date of Service.                 
|     |  |                                                                                        | 
|     |  | ___                                                                                    |  | (c) |  | Attained age  and completed  Years of Service from First Date of
Service.
|     |  |                                                                                        | 
|     |  | ___                                                                                    |  | (d) |  | Attained an age as elected by the Participant.                           



3



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|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  |                                                              |  | 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | 
|    |  | ___                                                                                                                                                                                                                                                                                                                    |  | (e) |   |  | Not applicable  distribution elections for Separation from Service are not based on Seniority Date                                                                            
|    | 
|4.1 |  | Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this
Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:
|    |  |                                                                                                                                                                                                                                                                                                                        | 
|    |  | XX                                                                                                                                                                                                                                                                                                                     |  | (a  | ) |  | Base salary:                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | minimum deferral: %                                         
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | maximum deferral: $  or 100 %                               
|    |  |                                                                                                                                                                                                                                                                                                                        | 
|    |  | ___                                                                                                                                                                                                                                                                                                                    |  | (b  | ) |  | Service Bonus:                                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | minimum deferral: %                                         
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | maximum deferral: $
or %                                    
|    |  |                                                                                                                                                                                                                                                                                                                        | 
|    |  | XX                                                                                                                                                                                                                                                                                                                     |  | (c  | ) |  | Performance-Based Compensation:                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | minimum deferral: %                                         
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | maximum deferral: $ or 100
%                                
|    |  |                                                                                                                                                                                                                                                                                                                        | 
|    |  | ___                                                                                                                                                                                                                                                                                                                    |  | (d  | ) |  | Commissions:                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | minimum deferral: %                                         
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | maximum deferral: $
or %                                    
|    |  |                                                                                                                                                                                                                                                                                                                        | 
|    |  | ___                                                                                                                                                                                                                                                                                                                    |  | (e  | ) |  | Form 1099 Compensation:                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | minimum deferral: %                                         
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | maximum deferral: $
or %                                    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |  
|    |  | ___                                                                                                                                                                                                                                                                                                                    |  | (f  | ) |  | Other:                                                                                                                                                                          |  |                                                              |  | 
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | minimum deferral: %                                         
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  |                                                                                                                                                                                 |  | maximum deferral: $
or %                                    
|    |  |                                                                                                                                                                                                                                                                                                                        | 
|    |  |                                                                                                                                                                                                                                                                                                                        |  | (g  | ) |  | Participant deferrals not allowed.                                                                                                                                             
|    | 
|4.2 |  | Employer Credits: Employer Credits will be made in the following manner:                                                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                                                        | 
|    |  | XX                                                                                                                                                                                                                                                                                                                     |  | (a  | ) |  | Employer Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|    |  |                                                                                                                                                                                                                                                                                                                        |  |    
|    |  |                                                                                                                                                                                                                                                                                                                        |  |     |   |  | XX                                                                                                                                                                              |  | (i)     An amount determined each Plan Year by the
Employer.



4



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|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  |                                                                                                                                                                            |  |                                                                 |  |                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------- |  | ----------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | ___                                                                                                                                                                        |  | (ii)                                                            |  | Other:                                              
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | XX                                                                                                                                                                                                                                                                                           |  | (b | ) |  | Other Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as
follows:           
|    |  |                                                                                                                                                                                                                                                                                              |  |    |  
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | (i)                                                             |  | An amount determined each Plan Year by the Employer.
|    |  |                                                                                                                                                                                                                                                                                              |  |    |  
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | ___                                                                                                                                                                        |  | (ii)                                                            |  | Other:                                              
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  |                                                                                                                                                                                                                                                                                              |  | (c | ) |  | Employer Credits not allowed.                                                                                                                                             
|    | 
|5.2 |  | Disability of a Participant:                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | XX                                                                                                                                                                                                                                                                                           |  | (a | ) |  | A Participants becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1.
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | ___                                                                                                                                                                                                                                                                                          |  | (b | ) |  | A Participant becoming Disabled shall not be a Qualifying Distribution Event.                                                                                             
|    | 
|5.3 |  | Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the
Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | ___                                                                                                                                                                                                                                                                                          |  | (a | ) |  | An amount to be determined by the Committee.                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | ___                                                                                                                                                                                                                                                                                          |  | (b | ) |  | Other:                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | XX                                                                                                                                                                                                                                                                                           |  | (c | ) |  | No additional benefits.                                                                                                                                                   
|    | 
|5.4 |  | In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:                                                                                                                                                                                      
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | XX                                                                                                                                                                                                                                                                                           |  | (a | ) |  | In-Service Accounts are allowed with respect to:                                                                                                                          
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | ___                                                                                                                                                                        |  | Participant Deferral Credits only.                             
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | ___                                                                                                                                                                        |  | Employer Credits only.                                         
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | Participant Deferral and Employer Credits.                     
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | In-service distributions may be made in the following manner:                                                                                                             
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | Single lump sum payment.                                       
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | Annual installments over a term certain not to exceed 15 years.
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | Education Accounts are allowed with respect to:                                                                                                                           
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | ___                                                                                                                                                                        |  | Participant Deferral Credits only.                             
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | ___                                                                                                                                                                        |  | Employer Credits only.                                         
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | Participant Deferral and Employer Credits.                     
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | Education Accounts distributions may be made in the following manner:                                                                                                     
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | Single lump sum payment.                                       
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | Annual installments over a term certain not to exceed 5 years. 
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | If applicable, amounts not vested at the time payments due under this Section cease will be:                                                                              
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | ___                                                                                                                                                                        |  | Forfeited                                                      
|    |  |                                                                                                                                                                                                                                                                                              |  |   
|    |  |                                                                                                                                                                                                                                                                                              |  |    |   |  | XX                                                                                                                                                                         |  | Distributed at Separation from Service if vested at that time  
|    |  |                                                                                                                                                                                                                                                                                              | 
|    |  | ___                                                                                                                                                                                                                                                                                          |  | (b | ) |  | No In-Service or Education Distributions permitted.                                                                                                                       
|    | 
|5.5 |  | Change in Control Event:                                                                                                                                                                                                                                                                    



5



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|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  |                   |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | --- |  | ----------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ----- |  | --------------------------------------- |  | ----------------- |  | ----
|                                                                                                                                                                           |  | XX  |  | (a) |  | Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.
|                                                                                                                                                                           |  |     | 
|                                                                                                                                                                           |  | ___ |  | (b) |  | A Change in Control shall not be a Qualifying Distribution Event.                                          
|                                                                                                                                                                          
|5.6 Unforeseeable Emergency Event:                                                                                                                                        
|                                                                                                                                                                           |  |     | 
|                                                                                                                                                                           |  | XX  |  | (a) |  | Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.                 
|                                                                                                                                                                           |  |     | 
|                                                                                                                                                                           |  |     |  | (b) |  | An Unforeseeable Emergency shall not be a Qualifying Distribution Event                                    
|                                                                                                                                                                          
|6. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following
events:
|                                                                                                                                                                           |  |     | 
|                                                                                                                                                                           |  | XX  |  | (a) |  | Normal Retirement Age.                                                                                     
|                                                                                                                                                                           |  |     |  |    
|                                                                                                                                                                           |  | XX  |  | (b) |  | Death.                                                                                                      |  |                                                                                                        
|                                                                                                                                                                           |  |     |  |    
|                                                                                                                                                                           |  | XX  |  | (c) |  | Disability.                                                                                                 |  |                                                                                                        
|                                                                                                                                                                           |  |     | 
|                                                                                                                                                                           |  | XX  |  | (d) |  | Change in Control Event                                                                                    
|                                                                                                                                                                           |  |     |  |    
|                                                                                                                                                                           |  | ___ |  | (e) |  | Other:                                                                                                      |  |                                                                                                        
|                                                                                                                                                                           |  |     | 
|                                                                                                                                                                           |  | XX  |  | (f) |  | Satisfaction of the vesting requirement as specified below:                                                
|                                                                                                                                                                           |  |     | 
|                                                                                                                                                                           |  |     |  | XX  |  | Employer Discretionary Credits:                                                                            
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                            
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  | ___                                                                                                     |  | (i)   |  | Immediate 100% vesting.                
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                            
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  | ___                                                                                                     |  | (ii)  |  | 100% vesting after __ Years of Service.
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                            
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  | ___                                                                                                     |  | (iii) |  | 100% vesting at age __.                
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             | 
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  | XX                                                                                                      |  | (iv)  |  | Number of Years of
Service              |  | Vested Percentage
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                        
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  | Less than                               |  | 1                 |  | 0 % 
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 1                 |  | 25 %
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 2                 |  | 50 %
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 3                 |  | 75 %
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 4                 |  | 100%
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 5                 |  | __% 
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 6                 |  | __% 
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 7                 |  | __% 
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 8                 |  | __% 
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 9                 |  | __% 
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  |                                                                                                         |  |       |  |                                         |  | 10 or more        |  | __% 
|                                                                                                                                                                           |  |     |  |    
|                                                                                                                                                                           |  |     |  |     |  |                                                                                                             |  | For this purpose, Years of Service of a Participant shall be calculated from the date designated below:



6



---

|   |  |                         |  |                                                                                                                                                                                                                                                     |  |                                                                                                                         
|-- |  | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------
|   |  |                        
|XX |  | (1)                     |  | First Day of Service (Include prior service with acquired entities).                                                                                                                                                                               
|   |  |                        
|__ |  | (2)                     |  | Effective Date of Plan Participation.                                                                                                                                                                                                              
|   |  |                        
|__ |  | (3)                     |  | Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred Compensation Account.
|   | 
|XX |  | Other Employer Credits:
|   |  |                         | 
|   |  | __                      |  | (i)                                                                                                                                                                                                                                                 |  | Immediate 100% vesting.                                                                                                 
|   |  |                         | 
|   |  | __                      |  | (ii)                                                                                                                                                                                                                                                |  | 100% vesting after __ Years of Service.                                                                                 
|   |  |                         | 
|   |  | __                      |  | (iii)                                                                                                                                                                                                                                               |  | 100% vesting at age __.                                                                                                 
|   |  |                         | 
|   |  | XX                      |  | (iv)                                                                                                                                                                                                                                                |  | As indicated by the Employer at the time of grant, subject to approval of admin capability by Principal Financial Group.



| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  |                   |  |     |  | 
| |  | ------------------------------------------------------------------------------------------------------- |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | --- |  | 
| |  | XX                                                                                                      |  | (iv) |  | Number of Years of
Service                                                                                                                                                                                                                          |  | vested Percentage |  |    
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                    
| |  |                                                                                                         |  |      |  | Less than                                                                                                                                                                                                                                           |  | 1                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 1                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 2                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 3                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 4                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 5                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 6                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 7                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 8                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 9                 |  | __% |  | 
| |  |                                                                                                         |  |      |  |                                                                                                                                                                                                                                                     |  | 10 or more        |  | __% |  | 
| | 
| |  | For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
| |  |                                                                                                         | 
| |  | __                                                                                                      |  | (1)  |  | First Day of Service.                                                                                                                                                                                                                              
| |  |                                                                                                         | 
| |  | __                                                                                                      |  | (2)  |  | Effective Date of Plan Participation.                                                                                                                                                                                                              
| |  |                                                                                                         | 
| |  | __                                                                                                      |  | (3)  |  | Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred Compensation Account.

7.1 Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution
Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:



7



---

|                                                                                             |  |                                                                                                                 |  |       |  |                                                                                               |  | 
|-------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----- |  | --------------------------------------------------------------------------------------------- |  | 
|                                                                                             | 
|(a)                                                                                          |  | Separation from Service prior to Seniority Date, or Separation from Service if Seniority Date is Not Applicable
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (i)   |  | A lump sum.                                                                                  
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | ___                                                                                                             |  | (ii)  |  | Annual installments over a term certain as elected by the Participant not to exceed __ years.
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | ___                                                                                                             |  | (iii) |  | Other:_________________________________.                                                     
|                                                                                             | 
|(b)                                                                                          |  | Separation from Service on or After Seniority Date, If Applicable                                              
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (i)   |  | A lump sum.                                                                                  
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (ii)  |  | Annual installments over a term certain as elected by the Participant not to exceed 15 years.
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | ___                                                                                                             |  | (iii) |  | Other:_________________________________.                                                     
|                                                                                             | 
|(c)                                                                                          |  | Separation from Service Upon a Change in Control Event                                                         
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (i)   |  | A lump sum.                                                                                  
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (ii)  |  | Annual installments over a term certain as elected by the Participant not to exceed 15years. 
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | ___                                                                                                             |  | (iii) |  | Other:________________________________.                                                      
|                                                                                             | 
|(d)                                                                                          |  | Death                                                                                                          
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (i)   |  | A lump sum.                                                                                  
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | ___                                                                                                             |  | (ii)  |  | Annual installments over a term certain as elected by the Participant not to exceed __ years.
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | ___                                                                                                             |  | (iii) |  | Other:________________________________.                                                      
|                                                                                             | 
|(e)                                                                                          |  | Disability                                                                                                     
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (i)   |  | A lump sum.                                                                                  
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (ii)  |  | Annual installments over a term certain as elected by the Participant not to exceed 15 years.
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | ___                                                                                                             |  | (iii) |  | Other:________________________________.                                                      
|                                                                                            
|If applicable, amounts not vested at the time payments due under this Section cease will be:
|                                                                                             | 
|__                                                                                           |  | Forfeited                                                                                                      
|                                                                                             | 
|__                                                                                           |  | Distributed at Separation from Service if vested at that time                                                  
|                                                                                             | 
|(f)                                                                                          |  | Change in Control Event                                                                                        
|                                                                                             |  |                                                                                                                 | 
|                                                                                             |  | XX                                                                                                              |  | (i)   |  | A lump sum.                                                                                  



8



---

|                                                                                                                                                                                                                                     |  |                                                                                                  |  |                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                     |  |                                                                                                  |  | XX                                                            |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Annual installments over a term certain as elected by the Participant not to exceed 15 years.
|                                                                                                                                                                                                                                     |  |                                                                                                  |  |                                                              
|                                                                                                                                                                                                                                     |  |                                                                                                  |  | ___                                                           |  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Other: __________________________________                                                    
|                                                                                                                                                                                                                                     | 
|                                                                                                                                                                                                                                     |  | If applicable, amounts not vested at the time payments due under this Section cease will be:    
|                                                                                                                                                                                                                                     |  | ___                                                                                              |  | Forfeited                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                              
|                                                                                                                                                                                                                                     |  | ___                                                                                              |  | Distributed at Separation from Service if vested at that time
|                                                                                                                                                                                                                                     | 
|7.4                                                                                                                                                                                                                                  |  | De Minimis Amounts.                                                                             
|                                                                                                                                                                                                                                     |  |                                                                                                  | 
|                                                                                                                                                                                                                                     |  | XX                                                                                               |  | (a)                                                           |  | Notwithstanding any payment election made by the Participant, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum
payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does
not exceed $ 15,000. In addition, the Employer may distribute a Participants vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the
Participants entire interest in the Plan
|                                                                                                                                                                                                                                     |  |                                                                                                  | 
|                                                                                                                                                                                                                                     |  |                                                                                                  |  | (b)                                                           |  | There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participants vested balance at any time if the balance does not exceed
the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participants entire interest in the Plan.                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                     | 
|10.1                                                                                                                                                                                                                                 |  | Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:
|                                                                                                                                                                                                                                     |  |                                                                                                  |  |                                                              
|                                                                                                                                                                                                                                     |  | ___                                                                                              |  | (a)                                                           |  | Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                              
|                                                                                                                                                                                                                                     |  |                                                                                                  | 
|                                                                                                                                                                                                                                     |  | XX                                                                                               |  | (b)                                                           |  | Employer or Participating Employer who employed the Participant when amounts were deferred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                     |  |                                                                                                  |  |                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                              
|14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Section
 of the Plan shall be amended to read as provided in attached
Exhibit .                        
|                                                                                                                                                                                                                                     |  |                                                                                                  | 
|                                                                                                                                                                                                                                     |  |                                                                                                  |  | XX                                                            |  | There are no amendments to the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                    
|17.9 Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of Delaware, except to the extent that such laws are
superseded by ERISA and the applicable provisions of the Code.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.



Local Insight Media, L.P.Name of EmployerBy:

/s/ Richard ShaumAuthorized PersonDate:

January 24, 2008




9