X0303 4 2008-09-15 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001315614 Leach Walter E Jr C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 500 CHARLOTTE NC 28202 0 1 0 0 Executive VP, Corp Development Common Stock, par value $0.01 per share 2008-09-15 4 F 0 7686 D 101381 D Common Stock, par value $0.01 per share 2008-09-15 4 D 0 3838 D 97543 D Restricted Stock Units 2008-09-15 4 D 0 1579 D Common Stock, par value $0.01 per share 1579 77364 D These securities are restricted shares ("Restricted Shares") of FairPoint Communications, Inc. (the "Company") common stock, par value $0.01 per share (the "Common Stock"), awarded pursuant to the FairPoint Communications, Inc. 2005 Stock Incentive Plan (the "2005 Plan"). On September 15, 2008, 23,686 of the Reporting Person's Restricted Shares vested. Pursuant to the 2005 Plan, at the Reporting Person's election, the Restricted Shares reported hereby were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of such Restricted Shares. No consideration was received by the Reporting Person for his forfeiture of the Restricted Shares. The forfeiture of Restricted Shares by the Reporting Person was made pursuant to the 2005 Plan. These securities are Restricted Shares which were unvested as of September 15, 2008. In accordance with the 2005 Plan and the Reporting Person's corresponding Restricted Stock Agreement, the unvested Restricted Shares were forfeited by the Reporting Person upon the effective date of his resignation, September 15, 2008. No consideration was received by the Reporting Person for his forfeiture of these Restricted Shares. Theses derivative securities are restricted stock units ("Restricted Stock Units") representing shares of the Company's Common Stock, awarded pursuant to the FairPoint Communications, Inc. 2000 Employee Stock Incentive Plan (the "2000 Plan"), which were unvested as of September 15, 2008. In accordance with the 2000 Plan and the Reporting Person's corresponding Restricted Unit Agreement, these unvested Restricted Stock Units were forfeited by the Reporting Person upon the effective date of his resignation, September 15, 2008. These Restricted Stock Units represent shares of Common Stock and, accordingly, have neither an exercise price nor an expiration date. These Restricted Stock Units would have vested on December 12, 2008. No consideration was received by the Reporting Person for his forfeiture of these Restricted Stock Units. /s/ Walter E. Leach, Jr. 2008-09-16