Amendment to Employment Agreement



 Exhibit 10.31 
 AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
 This Amendment to Employment Agreement (this “Amendment”) is entered into effective as of December 31, 2008, by and between Daniel
J. Graham (the “Executive”) and Local Insight Media Holdings, Inc., a Delaware corporation (the “Company,” which term includes any subsidiary, affiliate or successor of Local Insight Media Holdings, Inc. that may
employ Executive from time to time). 
 RECITALS 
 WHEREAS, effective as of August 1, 2008, the Company and the Executive entered into an Employment Agreement (the “Agreement”); and 
 WHEREAS, the Company and the Executive desire to amend the Agreement to comply with the requirements for nonqualified deferred compensation arrangements
under Section 409A of the Internal Revenue Code of 1986, as amended, the final Treasury Regulations thereunder and other applicable guidance (“Section 409A”); 
 NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

 1. Section 3.2 of the Agreement, Bonuses, is hereby amended by adding the following sentence to the end of such Section:

 Effective on and after December 31, 2008, the amount, time and form of payment of any bonus amount awarded to the Executive hereunder
shall be determined under the terms of the Executive Bonus Plan for the applicable fiscal year. 
 2. A new Section 5.2, Time and
Form of Payments; Key Definitions, is hereby added to the Agreement, such new Section to read in its entirety as follows: 
 5.2 Time and Form of Payments; Key Definitions. The parties intend that each payment and benefit provided to the Executive upon his termination of employment shall be eligible for certain regulatory exceptions to the limitations
imposed on nonqualified deferred compensation by Section 409A or shall comply with the requirements of Section 409A. The purpose of this Section 5.2 is to amend the Agreement to comply with, or be eligible for one or more exceptions
from, the requirements of Section 409A. Each of the following amounts payable to the Executive shall constitute a separate payment for purposes of Section 409A. 
 (a) The aggregate amount of continued base salary payable pursuant to Section 5.1(a) shall be paid in a lump sum, on a date
determined by the Company, within ninety (90) days following the date of the Executive’s separation from service with the Company, provided that: (i) the Executive has executed and not revoked the general waiver and release of claims
agreement referred to above and (ii) such general waiver and release is no longer revocable. 







 (b) In lieu of, and in full satisfaction of, any continued coverage under any Company
group health benefit plans pursuant to Section 5.1(b), the Executive shall be paid an amount in a lump sum, on the date determined under Section 5.2(a), with the amount determined as follows: (i) the monthly COBRA premium rate for
such continued coverage, as determined on the date the Executive separates from service, multiplied by (ii) the number of months of continued coverage set forth in Section 5.1(b). 
 (c) The prorated amount of the Executive’s Annual Bonus, if any, payable pursuant to Section 5.1(c) shall be paid in a lump sum,
on a date determined by the Company, during the period commencing January 1 and ending April 30 of the calendar year immediately following the calendar year to which the bonus relates. 
 (d) For purposes of this Agreement, the term “termination of employment” shall mean “separation from service” and the
terms “separation from service” and “nonqualified deferred compensation” shall have the meanings of such terms as determined under Section 409A. 
 3. This Amendment shall enter into effect as of the date first set forth above. Except to the extent that this Amendment expressly modifies the Agreement, the Agreement shall remain in full force and effect.

 4. This Amendment may be executed in counterparts, all of which will be considered one and the same agreement and will become effective
when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or
electronic photocopy (i.e., a “pdf”) shall be effective as delivery of a manually executed counterpart hereof. 
 [Signature Page
Follows] 
  

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 IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement on the dates set
forth below, effective as of the date first set forth above. 
  

			
	LOCAL INSIGHT MEDIA HOLDINGS, INC.
		
	By:	 	/s/ Scott A. Pomeroy
		 	Scott A. Pomeroy
		 	President and Chief Executive Officer
		
	Date:	 	December 31, 2008
	
	EXECUTIVE
		
	By:	 	/s/ Daniel J. Graham
		 	Daniel J. Graham
		 	
		
	Date:	 	December 31, 2008


  

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