X0202 4 2006-02-14 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001347792 Lilien Robert S C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 250 CHARLOTTE NC 28202 1 0 0 0 Restricted Unit 2006-02-14 4 A 0 467 A Common Stock, par value $.01 per share 467 467 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. The restricted units will vest on April 1, 2006; 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. The restricted units were awarded pursuant to the 2005 Plan. /s/ Robert S. Lilien 2006-02-14