0001104659-09-015579 Sample Contracts

FAIRPOINT COMMUNICATIONS, INC. PERFORMANCE UNIT AWARD AGREEMENT FOR PERFORMANCE PERIOD BEGINNING JANUARY 1, 2009 THROUGH DECEMBER 31, 2011

Performance Unit Award Agreement • March 9th, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Performance Unit Award Agreement
• Filed
  March 9th, 2009
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), made and entered into this day of , 2009, by and between FairPoint Communications, Inc. (the “Company”) and «Name» (the “Participant”).

RESTRICTED UNIT AGREEMENT

Restricted Unit Agreement • March 9th, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Restricted Unit Agreement
• Filed
  March 9th, 2009
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

This Restricted Unit Agreement, dated as of the Grant Date set forth on the signature page hereto (the “Grant Date”), between FairPoint Communications, Inc., a Delaware corporation (the “Company”), and the director whose name appears on the signature page hereto (the “Director”), is being entered into pursuant to the FairPoint Communications, Inc. 2008 Long Term Incentive Plan (the “Plan”). Capitalized terms used herein without definition have the meaning given in the Plan.