X0303 4 2008-12-12 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001315615 Linn Shirley J C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 500 CHARLOTTE NC 28202 0 1 0 0 Exec VP, Gen Counsel & Sec'y Common Stock, par value $0.01 per share 2008-12-12 4 J 0 1184 A 94211 D Restricted Stock Units (2000 Employee Stock Incentive Plan) 2008-12-12 4 C 0 1184 A 2008-12-12 Common Stock, par value $0.01 1184 49421 D These shares were acquired through the vesting of restricted stock units awarded under the FairPoint Communications, Inc. 2000 Employee Stock Incentive Plan (the "2000 Plan"). No consideration was paid by the Reporting Person for the acquisition of the shares. The shares were acquired through the vesting of restricted stock units awarded under the 2000 Plan. These derivative securities are restricted stock units and, accordingly, do not have an exercise price or an expiration date. No consideration was received by the Reporting Person in connection with the disposition of the restricted stock units. The restricted stock units vested and were converted into shares of FairPoint Communications, Inc. common stock, par value $0.01 per share, pursuant to the terms of the 2000 Plan. /s/ Shirley J. Linn 2008-12-15