X0303 4 2009-03-03 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001347792 Lilien Robert S C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 500 CHARLOTTE NC 28202 1 0 0 0 Restricted Unit 2009-03-03 4 A 0 21919 A Common Stock, par value $0.01 per share 21919 34421 D These derivative securities are restricted units representing shares of FairPoint Communications, Inc. common stock, par value $.01 per share (the "Common Stock"), issued pursuant to the FairPoint Communications, Inc. 2008 Long Term Incentive Plan. These derivative securities are restricted units representing shares of Common Stock and, accordingly, do not have an exercise price or expiration date. The restricted units vest in four equal quarterly installments on the first day of each of the first four calendar quarters following the date the restricted units were originally issued; however, the shares of Common Stock underlying the restricted units will not be issued until the occurrence of certain events set forth in the Restricted Unit Agreement under which the restricted units were issued. No consideration was paid for the restricted units. /s/ Robert S. Lilien 2009-03-05