(11) Stock Plans:

At June 30, 2012, we had five stock-based compensation plans under which grants were made and awards remained outstanding. No further awards may be granted under three of the plans: the 1996 Equity Incentive Plan, the Amended and Restated 2000 Equity Incentive Plan (the 2000 EIP) and the Deferred Fee Plan. At June 30, 2012, there were 12,540,761 shares authorized for grant and 3,281,422 shares available for grant under the 2009 Equity Incentive Plan (the 2009 EIP) and the Directors' Equity Plan.

Performance Shares

On February 15, 2012, the Company's Compensation Committee, in consultation with the other non-management directors of the Company's Board of Directors and the Committee's independent executive compensation consultant, adopted the new Frontier Long-Term Incentive Plan (the "LTIP"). LTIP awards will be granted in the form of performance shares. The LTIP is offered under the Company's 2009 Equity Incentive Plan and participants consist of senior vice presidents and above. The LTIP awards have performance, market and time-vesting conditions.

Beginning in 2012, during the first 90 days of a three-year performance period (a "Measurement Period"), a target number of performance shares are awarded to each LTIP participant with respect to the Measurement Period. The performance metrics under the LTIP are (1) annual targets for operating cash flow based on a goal set during the first 90 days of each year in the three-year Measurement Period and (2) an overall performance "modifier" set during the first 90 days of the Measurement Period, based on the Company's total return to stockholders (i.e., Total Shareholder Return or "TSR") relative to the Diversified Telecommunications Services Group (GICS Code 501010) for the three-year Measurement Period. LTIP awards will be paid out in the form of common stock shortly following the end of the three-year Measurement Period. Operating cash flow performance will be determined at the end of each year and the annual results will be averaged at the end of the three-year Measurement Period to determine the preliminary number of shares earned under the LTIP award.

On February 15, 2012, the Compensation Committee granted 930,020 performance shares under the LTIP for the 2012-2014 Measurement Period and set the operating cash flow performance goal for the first year in that Measurement Period and the TSR modifier for the three-year Measurement Period. Actual amounts earned will be subject to increase or decrease (including forfeiture of the entire award). An executive must maintain a satisfactory performance rating during the Measurement Period and must be employed by the Company at the end of the three-year Measurement Period in order for the award to vest. The Compensation Committee will determine the number of shares earned for the 2012-2014 Measurement Period in February 2015.

For the six months ended June 30, 2012, the Company recognized an expense of $0.2 million for the LTIP.

Restricted Stock

The following summary presents information regarding unvested restricted stock as of June 30, 2012 and changes during the six months then ended with regard to restricted stock under the 2009 EIP:

				Weighted
				Average
	Number of			Grant Date		Aggregate
	Shares			Fair Value		Fair Value
Balance at January 1, 2012		4,847,000		$	8.40	$	24,962,000
Restricted stock granted		3,816,000		$	4.19	$	14,615,000
Restricted stock vested		(1,173,000	)	$	8.99	$	4,493,000
Restricted stock forfeited		(250,000	)	$	6.15
Balance at June 30, 2012		7,240,000		$	6.17	$	27,730,000

For purposes of determining compensation expense, the fair value of each restricted stock grant is estimated based on the average of the high and low market price of a share of our common stock on the date of grant. Total remaining unrecognized compensation cost associated with unvested restricted stock awards at June 30, 2012 was $33.0 million and the weighted average period over which this cost is expected to be recognized is approximately two years.

Shares granted during the first six months of 2011 totaled 1,712,000. The total fair value of shares granted and vested during the six months ended June 30, 2011 was approximately $13.8 million and $7.9 million, respectively. The total fair value of unvested restricted stock at June 30, 2011 was $41.0 million. The weighted average grant date fair value of restricted shares granted during the six months ended June 30, 2011 was $9.40.

Stock Options

The following summary presents information regarding outstanding stock options as of June 30, 2012 and changes during the six months then ended with regard to options under the 2000 EIP and the 2009 EIP:

				Weighted		Weighted
	Shares			Average		Average		Aggregate
	Subject to			Option Price		Remaining		Intrinsic
	Option			Per Share		Life in Years		Value
Balance at January 1, 2012		895,000		$	9.94		1.3	$	-
Options granted		-		$	-
Options exercised		-		$	-
Options canceled, forfeited or lapsed		(338,000	)	$	8.19
Balance at June 30, 2012		557,000		$	11.01		1.4	$	-

Exercisable at June 30, 2012		557,000		$	11.01		1.4	$	-

There were no options granted during the first six months of 2011. There were 10,000 options exercised during that period with cash received of $0.1 million. There was no intrinsic value of the stock options outstanding and exercisable at June 30, 2011.