X0202 4 2005-10-19 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001316186 Garrison-Corbin Patricia C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 250 CHARLOTTE, NC 28202 1 0 0 0 Restricted Unit 2005-10-19 4 A 0 56 A Common Stock, par value $.01 per share 56 1972 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. 2005 Stock Incentive Plan (the "2005 Plan"). These derivative securities are restricted units representing shares of Common Stock and, accordingly, do not have an exercise price or expiration date. On October 19, 2005, a cash dividend was paid on the Common Stock underlying restricted units held by the Reporting Person (the "Units") which were issued under the 2005 Plan. Pursuant to the 2005 Plan, such cash dividend was deemed to have been invested in Common Stock (in the form of restricted units) on such date. The number of restricted units is equal to the value of the cash dividend paid with respect to the Units on the payment date divided by the closing price of the Common Stock on the payment date, rounded up to the nearest whole number of restricted units. The restricted units will vest in four equal quarterly installments on the first day of each of the first four calendar quarters following the date the Units were originally issued, commencing on July 1, 2005; 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 Units were issued. No consideration was paid for the restricted units. See footnote 3. /s/ Patricia Garrison-Corbin 2005-10-21