X0303 4/A 2008-05-05 2008-05-07 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001315612 Nixon Peter G C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 500 CHARLOTTE NC 28202 0 1 0 0 President Performance Units 2008-05-05 4 A 0 28167 A Common Stock, par value $0.01 per share 28167 62354 D These derivative securities are performance units ("Performance Units") issued pursuant to the FairPoint Communications, Inc. (the "Company") 2008 Long Term Incentive Plan (the "2008 Plan"). If the 2008 Plan is not approved by the Company's stockholders, the Company will pay Mr. Nixon cash in satisfaction of Performance Units earned. These derivative securities do not have an exercise price. Reported number is based on the Company achieving a value on its common stock, par value $0.01 per share ("Common Stock"), of $25.94 or higher on December 31, 2009. The actual number of Performance Units earned by Mr. Nixon will be based on the table set forth in Exhibit 99.1 hereto (and incorporated herein by reference) and the value of the Company's Common Stock as of December 31, 2009. The number of Performance Units earned for a value between any of the amounts in the table set forth in Exhibit 99.1 will be determined by linear interpolation. For these purposes, "value" means the sum of (i) the average of the closing prices for shares of the Company's common stock during the 30 day trading period ending December 31, 2009 and (ii) all cash dividends paid by the Company with respect to a share of its common stock during the period from April 1, 2008 through December 31, 2009. These Performance Units are convertible on a one for one basis into shares of Common Stock based on the value of the Company's Common Stock on December 31, 2009. These Performance Units may be deemed earned and/or forfeited upon certain other events set forth in the Performance Unit Award Agreement under which the Performance Units were issued. No consideration was paid for these Performance Units. The total number of derivative securities beneficially owned by Mr. Nixon following the reported transaction was inadvertently overstated by 1,983 shares on the Form 4 filed by Mr. Nixon on May 7, 2008, and was also overstated on a subsequent Form 4 filed by Mr. Nixon on December 15, 2008. This Form 4 amends the Form 4 Mr. Nixon filed on May 7, 2008 to provide the correct number of derivative securities beneficially owned by Mr. Nixon following the reported transaction. /s/ Peter G. Nixon 2009-04-01