X0203 3 2009-08-05 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001469735 Allen Jeffrey W. C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 500 CHARLOTTE NC 28202 0 1 0 0 Exec VP, N. New England Ops Common Stock, par value $0.01 per share 24293 D Performance Units Common Stock, par value $0.01 per share 15167 D These derivative securities are performance units ("Performance Units") issued pursuant to the FairPoint Communications, Inc. (the "Company") 2008 Long Term Incentive Plan. These Performance Units are convertible on a one for one basis into shares of the Company's common stock, par value $0.01 per share ("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. The reported number is based on the Company achieving a value on its Common Stock of $25.94 or higher on December 31, 2009. The actual number of Performance Units earned by Mr. Allen 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 the Common Stock during the period from April 1, 2008 through December 31, 2009. These derivative securities do not have an exercise price. /s/ Jeffrey W. Allen 2009-08-06