X0303 4 2009-07-01 1 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001237305 HAUSER DAVID L C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 500 CHARLOTTE NC 28202 1 1 0 0 Chairman of the Board and CEO Common Stock, par value $0.01 per share 2009-07-01 4 A 0 523810 A 537110 D Stock Options 0.95 2009-07-01 4 A 0 1600000 A 2019-07-01 Common Stock, par value $0.01 per share 1600000 1636775 D These securities are restricted shares (the "Restricted Stock") of FairPoint Communications, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock"), awarded pursuant to the Reporting Person's employment agreement with the Company (the "Employment Agreement") and the corresponding restricted stock award agreement (collectively, the "Restricted Stock Award Agreement"). The Restricted Stock will vest on July 1, 2012. No consideration was paid by the Reporting Person for the acquisition of the Restricted Stock. The award of Restricted Stock was made pursuant to the Restricted Stock Award Agreement. After the reported transaction, the Reporting Person owns 536,310 shares directly. The amount of shares reported includes 800 shares which are owned directly by Nancy Hauser, the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares owned by his spouse, except to the extent of his pecuniary interest, if any, therein. These securities are options to purchase shares of the Company's Common Stock (the "Stock Options"), awarded pursuant to the Employment Agreement and the corresponding non-qualified stock option award agreement (collectively, the "Stock Option Award Agreement"). The Stock Options will vest on the following schedule: 533,333 on July 1, 2010; 533,333 on July 1, 2011; and 533,334 on July 1, 2012. No consideration was paid by the Reporting Person for the acquisition of the Stock Options. The award of Stock Options was made pursuant to the Stock Option Award Agreement. /s/ David L. Hauser 2009-07-01