UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 as amended

		FairPoint Communications, Inc. 521 East Morehead Street, Suite 500 Charlotte, NC 28202 (704) 344-8150
		April 14, 2009
		Dear Stockholder:
		You are cordially invited to attend the annual meeting of stockholders of FairPoint Communications, Inc. to be held at 9:00 a.m., EDT, on Wednesday, June 3, 2009, at the Hilton Charlotte Center City, 222 East 3rd Street, Charlotte, North Carolina 28202. The formal notice of annual meeting appears on the next page.
		In addition to the formal items of business to be brought before the meeting, I will be pleased to report on the activities of the past year and items of interest about FairPoint.
		We look forward to greeting personally those stockholders who are able to be present at the meeting. However, whether or not you plan to be with us at the meeting, it is important that your shares be represented. Accordingly, you are requested to complete your proxy, which can be submitted by Internet, telephone or mail, promptly.
		Very truly yours,
		Eugene B. Johnson Chairman of the Board of Directors and Chief Executive Officer

FAIRPOINT COMMUNICATIONS, INC.
521 East Morehead Street, Suite 500
Charlotte, North Carolina 28202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on June 3, 2009

TO THE STOCKHOLDERS:

You are cordially invited to attend the annual meeting of stockholders of FairPoint Communications, Inc., a Delaware corporation, which will be held at the Hilton Charlotte Center City, 222 East 3rd Street, Charlotte, North Carolina 28202, on Wednesday, June 3, 2009, at 9:00 a.m., EDT, for the following purposes:

1.  To elect three directors to the board of directors to serve as class I directors whose terms will expire in 2012. The following persons have been nominated:

•

Patricia Garrison-Corbin



•

Eugene B. Johnson



•

Robert A. Kennedy;

2.  To ratify the appointment of Ernst &Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009; and

3.  To transact any other business properly brought before the meeting or any adjournment or postponement of the meeting.

The board of directors recommends that you vote FOR ALL of the above referenced proposals.

You can vote your shares of common stock if our records show that you were the owner of the shares as of the close of business on April 10, 2009, the record date for the annual meeting.

Whether or not you plan to attend, please complete a proxy promptly—by Internet, telephone or mail, as instructed on either the proxy card or the Notice of Internet Availability of Proxy Materials, which we refer to as the Notice and Access card—so that your shares may be represented and voted at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on June 3, 2009. For a second year, we are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to stockholders via the Internet. Accordingly, on or about April 20, 2009, we will mail the Notice and Access card to certain of our stockholders, and, on or about the same date, we will mail our other stockholders a printed copy of this proxy statement, a proxy card and FairPoint's annual report for the year ended December 31, 2008, which we refer to collectively as the proxy materials. The proxy materials are available at http://bnymellon.mobular.net/bnymellon/frp.

		By Order of the Board of Directors,
		Shirley J. Linn Executive Vice President, General Counsel and Secretary

April 14, 2009

TABLE OF CONTENTS

i

TABLE OF CONTENTS
(Continued)

ii

FAIRPOINT COMMUNICATIONS, INC.
521 East Morehead Street, Suite 500
Charlotte, North Carolina 28202

PROXY STATEMENT

Annual Meeting of Stockholders
to be held on June 3, 2009

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

This proxy statement is being furnished in connection with the solicitation by the board of directors of FairPoint Communications, Inc. of proxies to be voted at the annual meeting of stockholders on June 3, 2009. On or about April 20, 2009, we expect to begin mailing to stockholders of record either a Notice of Internet Availability of Proxy Material, which we refer to as the Notice and Access card, or this proxy statement, the enclosed proxy card and a copy of FairPoint's annual report for the year ended December 31, 2008, which we refer to collectively as the proxy materials.

The principal executive offices of FairPoint Communications, Inc., a Delaware corporation, are located at 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202, and our telephone number is (704) 344-8150.

The term "FairPoint" (as well as the words "we," "us" and "our") refers to FairPoint Communications, Inc. excluding its subsidiaries and the term the "Company" refers to FairPoint and its subsidiaries. References to "you" or "your" refer to FairPoint's stockholders.

In this section of the proxy statement, we answer some common questions regarding the annual stockholders meeting and the voting of shares of common stock at the annual meeting.

Where and when will the annual meeting be held?

The date, time and place of the annual meeting are: June 3, 2009 at 9:00 a.m., EDT, at the Hilton Charlotte Center City, 222 East 3rd Street, Charlotte, North Carolina 28202.

Why am I receiving this proxy statement?

This proxy statement was prepared under the direction of our board of directors to solicit your proxy for voting at our annual meeting. You have received this proxy statement because our board of directors is asking for your proxy to vote your shares at the annual meeting. We have summarized information in this proxy statement that you should consider in deciding how to vote at the meeting. But you do not have to attend in order to vote your shares. Instead, you may vote your shares by Internet, telephone or mail, as instructed on either the proxy card or the Notice and Access card.

Why did I receive the Notice and Access card in the mail instead of a printed set of the proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, we are permitted to furnish the proxy materials via the Internet to our stockholders by delivering the Notice and Access card in the mail. We are sending the Notice and Access card to certain of our stockholders. If you received a Notice and Access card, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice and Access card instructs you on how to access and review the proxy materials via the Internet at http://bnymellon.mobular.net/bnymellon/frp. The Notice and Access card also instructs you on how you may submit your proxy via the Internet. If you received a Notice and Access card by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting these materials contained on the Notice and Access card.

1

Stockholders who receive a printed set of the proxy materials will not receive the Notice and Access card, but may still access the proxy materials and submit their proxy via the Internet at http://bnymellon.mobular.net/bnymellon/frp.

What can I vote on at the meeting?

There are two matters scheduled to be voted on at the annual meeting:

(1)

The election of three class I directors to our board of directors to hold office until the annual meeting of stockholders in 2012 and until their successors are elected and qualified; and

(2)

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2009.

How does the board of directors recommend that I vote?

The board of directors recommends that you vote your shares "FOR" the election of each of the nominees to the board of directors and "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2009.

Who can vote?

You can vote your shares of common stock if our records show that you were the owner of the shares as of the close of business on April 10, 2009, the record date for determining the stockholders who are entitled to vote at the annual meeting. As of the close of business on April 10, 2009, there were a total of 89,496,847 shares of our common stock outstanding and entitled to vote at the annual meeting. You get one vote for each share of common stock that you own. Holders of shares of common stock do not have cumulative voting rights.

How are votes counted?

We will hold the annual meeting if stockholders representing the required quorum of shares of common stock entitled to vote either sign and return their proxy card by mail, deliver their proxy via the Internet at the website provided in the proxy materials or on the Notice and Access card, deliver their proxy via the toll free number provided on the proxy card or attend the annual meeting. One third of the shares of common stock entitled to vote at the annual meeting present in person or by proxy will constitute a quorum. If you submit a proxy, whether by Internet, telephone or mail, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated on the proxy card.

What is the required vote for approval?

The election of each of our nominees for director requires a plurality of the votes cast at the annual meeting. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the annual meeting on such matter.

How are abstentions and broker non-votes counted?

Abstentions and broker non-votes (which occur under New York Stock Exchange rules when a broker or nominee that is a member of the New York Stock Exchange is not permitted to vote on a matter without instructions from the beneficial owner of the shares and no instruction is given) are counted as present and entitled to vote for purposes of determining whether we have a quorum.

Your abstention will have no effect on the voting for the election of directors. Your abstention will be counted as a vote AGAINST the approval of the ratification of Ernst & Young LLP as our independent registered public accounting firm.

Broker non-votes will have no effect on the election of directors and the ratification of Ernst & Young LLP as these are considered "routine" matters under the New York Stock Exchange rules and, therefore, brokerage firms and nominees that are members of the New York Stock Exchange have the authority under the New York Stock Exchange rules to vote their customers' unvoted shares on these matters.

2

How do I vote?

Stockholders of record may vote in person by attending the annual meeting or before the annual meeting as set forth below. Your vote is very important, so whether you plan to attend the annual meeting or not, we encourage you to vote before the annual meeting in one of the following ways if possible:

•

visiting the website shown in the proxy materials or on the Notice and Access card to submit a proxy via the Internet;

•

calling the toll free number shown on the proxy card to submit a proxy via the telephone; or

•

completing, signing, dating and returning a proxy card by mail.

How do I vote by proxy?

Follow the instructions on either the proxy card or the Notice and Access card to vote on the matters to be considered at the annual meeting. The individuals named and designated as proxies on the proxy card will vote your shares as you instruct. If you do not make a selection when you submit your proxy by Internet, telephone or mail, your proxy will be voted as recommended by the board of directors.

What if other matters come up at the annual meeting?

The only matters we now know of that will be voted on at the annual meeting are the proposals we have described in this proxy statement: the proposal to elect directors and the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2009. If other matters are properly presented at the meeting, the designated proxies will vote your shares in their discretion.

Can I change my vote after I return my proxy card?

Yes. At any time before the vote on a proposal, you can change your vote in any of the following ways:

•

by sending a written notice to the corporate secretary of FairPoint that is received prior to the annual meeting stating that the stockholder revokes its proxy;

•

by submitting a subsequent proxy by Internet, telephone or mail with a later date; or

•

by attending the annual meeting and voting your shares.

A stockholder whose shares are held in "street name" by its broker and who has directed that person to vote its shares should instruct that person in order to change its vote.

Will my shares be voted if I do not provide my proxy?

Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under the New York Stock Exchange rules to cast votes on certain "routine" matters if they do not receive instructions from their customers. The election of directors and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm are considered "routine" matters for which brokerage firms may vote unvoted shares.

What do I do if my shares are held in "street name"?

If your shares are held in the name of your broker, a bank or other nominee, that party will give you instructions for voting your shares.

What do I do if I receive duplicate sets of proxy materials and/or Notice and Access cards?

You may receive more than one set of proxy materials and/or Notice and Access cards. This duplication will occur if you have shares registered in different names or your shares are in more than one type of account maintained by BNY Mellon Shareowner Services, our transfer

3

agent. To have all your shares voted, you should vote each set of proxy materials and/or Notice and Access card you receive.

Who will count the votes?

BNY Mellon Shareowner Services, our transfer agent, will count the votes and will serve as the inspector of election.

Who will conduct this proxy solicitation and who pays for this proxy solicitation?

We have retained Morrow & Co., Inc. to assist in the solicitation of proxies. Morrow & Co., Inc. may solicit proxies by telephone, facsimile, other forms of electronic transmission and by mail. It is anticipated that the fee for those services will not exceed $7,500 plus reimbursement for customary out-of-pocket expenses. We will pay such fee and expenses. In addition, proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, facsimile, electronic transmission and by mail. None of these persons will receive any extra compensation for doing this.

In addition, we will request that brokerage houses, banks and other custodians or nominees holding shares in their names for others forward proxy materials to their customers or principals who are the beneficial owners of shares and we will reimburse them for their expenses in doing so.

4

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors currently consists of nine directors. One of our directors, Eugene B. Johnson, served on our board of directors prior to our initial public offering in February 2005. Three of our directors, Patricia Garrison-Corbin, David L. Hauser and Claude C. Lilly, were appointed as directors in connection with our initial public offering. Robert S. Lilien was appointed as a director by our board of directors in December 2005 to fill a vacancy which had existed on our board of directors since our initial public offering. Pursuant to the agreement and plan of merger by and among FairPoint, Verizon Communications Inc., which we refer to as Verizon, and Northern New England Spinco Inc., which we refer to as Spinco, as amended, pursuant to which Spinco merged with and into FairPoint, which we refer to as the merger, Verizon was entitled to designate four individuals to serve on our board of directors. Jane E. Newman was designated by Verizon and appointed as a director by our board of directors in August 2007, filling a vacancy which had existed on our board of directors since the resignation of two directors in January 2007. Effective March 31, 2008, our board of directors was increased from seven to nine members. Thomas F. Gilbane, Jr., Robert A. Kennedy and Michael R. Tuttle were designated by Verizon and appointed as directors by our board of directors effective as of March 31, 2008, filling a vacancy which had existed on our board of directors since the resignation of two directors in January 2007 and filling the two new positions created upon the increase of the size of our board of directors. Verizon has no further rights to designate individuals to serve on our board of directors.

Our directors are divided into three classes having staggered three-year terms, so that the term of one class expires at each annual meeting of stockholders. The classes are currently comprised as follows:

•

Class I directors.  Patricia Garrison-Corbin, Eugene B. Johnson and Robert A. Kennedy are class I directors whose terms are expiring at this annual meeting;



•

Class II directors.  David L. Hauser, Jane E. Newman and Michael R. Tuttle are class II directors whose terms will expire at the annual meeting of stockholders to be held in 2010; and



•

Class III directors.  Claude C. Lilly, Robert S. Lilien and Thomas F. Gilbane, Jr. are class III directors whose terms will expire at the annual meeting of stockholders to be held in 2011.

Director Independence

The board of directors considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. Our board of directors has determined that, other than Eugene B. Johnson, all of our directors are independent under the criteria for independence set forth in the listing standards of the New York Stock Exchange, and accordingly are independent directors with no material relationship to the Company other than being a director or stockholder of FairPoint. Therefore, we satisfy the New York Stock Exchange requirement that a majority of our board of directors be comprised of independent directors.

Directors

The following sets forth selected biographical information for our directors.

Nominees for Class I Directors with Terms Expiring at this Annual Meeting.

Patricia Garrison-Corbin—Ms. Corbin, age 61, was appointed as a director of FairPoint in February 2005. Ms. Corbin has served as President of P.G. Corbin & Company, Inc., Financial Advisory Services, Municipal Finance, since 1986, Chairperson of the board of directors and Chief Executive Officer of P.G. Corbin Group, Inc., Investment and Financial Advisory Services, since 1996, and President and Chief Information Officer of P.G. Corbin Asset Management, Inc., Fixed Income Investment Management, since 1987. In addition, Ms. Corbin has served as Chairperson of the board of directors and Chief Executive Officer of Delancey Capital Group, LP, Equity Management, since 1996.

5

Ms. Corbin currently sits on the board of directors of the Erie Insurance Group, where she serves as the chair of the nominating and governance committee and as a member of the investment committee. Ms. Corbin is also active in many professional, civic and philanthropic organizations.

Eugene B. Johnson—Mr. Johnson, age 61, has served as our Chairman since January 1, 2003 and as our Chief Executive Officer since January 1, 2002. Mr. Johnson was our Chief Development Officer from May 1993 to December 2002 and Vice Chairman from August 1998 to December 2002. Mr. Johnson is a founder and has been a director of the Company since 1991. Mr. Johnson is also on the board of trustees of the University of North Carolina at Charlotte and is on the board of directors of the Foundation of the University of North Carolina at Charlotte, Inc. In addition, Mr. Johnson is active in various civic and charitable organizations.

Robert A. Kennedy—Mr. Kennedy, age 62, was appointed as a director of FairPoint in March 2008. Mr. Kennedy has served as the President of the University of Maine, Orono, since April 2005. Prior to his current responsibilities, Mr. Kennedy served as the Interim President of the University of Maine, Orono, from August 2004 to April 2005. From August 2000 until August 2004, Mr. Kennedy served as Executive Vice President and Provost of the University of Maine, Orono.

Continuing Class II Directors with Terms Expiring in 2010.

David L. Hauser—Mr. Hauser, age 57, was appointed as a director of FairPoint in February 2005. He is currently the Group Executive and Chief Financial Officer of Duke Energy Corporation, where he has been employed for 35 years. Mr. Hauser is a certified public accountant and a certified purchasing manager. Mr. Hauser is on the board of directors of Charlotte, North Carolina's Blumenthal Center for the Performing Arts and is past chair of the University of North Carolina at Charlotte Business School Advisory Board. He is also a past board member of the North Carolina Zoological Society and a member of the North Carolina Association of Certified Public Accountants and the American Institute of Certified Public Accountants. Mr. Hauser also serves as a director of Enpro Industries, Inc.

Jane E. Newman—Ms. Newman, age 63, was appointed as a director of FairPoint in August 2007 and as FairPoint's lead director in October 2007. Ms. Newman previously served as the Interim President of the University of New Hampshire in Durham, New Hampshire from 2006 to June 2007. Prior to assuming this role, Ms. Newman served as the Executive Dean of the John F. Kennedy School of Government at Harvard University, beginning in 2000. Ms. Newman's academic positions also include engagements at the University of New Hampshire as Interim Dean of the Whittemore School of Business and Economics from 1998 to 1999, Dean of Students from 1972 to 1978 and Assistant Dean of Students from 1969 to 1972. She was also previously employed in various capacities by the Exeter Trust Company and Coastal Broadcasting Corporation, and served as a Senior Aide to the President of the United States. Ms. Newman is a director of the Lumina Foundation, Gilbane Inc., Exeter Trust Company and Global Relief Technologies, Inc. She is also the former Chair of the United States Naval Academy Board of Visitors.

Michael R. Tuttle—Mr. Tuttle, age 54, was appointed as a director of FairPoint in March 2008. Mr. Tuttle has served as the President and Chief Executive Officer of Merchants Bank, a commercial bank with headquarters in Burlington, Vermont, since January 2006. Mr. Tuttle has also served, since January 2007, as the President and Chief Executive Officer and as a director of Merchants Bancshares, Inc., the parent company of Merchants Bank. Prior to assuming his current responsibilities, Mr. Tuttle served as Chief Operating Officer and Senior Lender of Merchants Bank from 1997 through 2005. He also serves on the boards of the Vermont Bar Foundation, United Way of Chittendon County, Vermont and Burlington, Vermont's Flynn Center for the Performing Arts.

Continuing Class III Directors with Terms Expiring in 2011.

Thomas F. Gilbane, Jr.—Mr. Gilbane, age 61, was appointed as a director of FairPoint in March 2008. Mr. Gilbane is the President and Chief Executive Officer of Gilbane Inc., the parent company of

6

Gilbane Building Company and Gilbane Development Company, and the Chairman and Chief Executive Officer of Gilbane Building Company, one of the nation's largest general contractors and construction managers. Mr. Gilbane also serves as a director and audit committee member of Gilbane Inc., and as a director of both Gilbane Building Company and Gilbane Development Company. Prior to assuming his current roles, Mr. Gilbane served as President and Chief Operating Officer of Gilbane Building Company from 1997 to January 2004. Prior to Mr. Gilbane's nomination as a director of the Company, the Company hired the Gilbane Building Company to construct a new data center in Manchester, New Hampshire. See "Certain Relationships and Related Party Transactions—Construction Services."

Robert S. Lilien—Mr. Lilien, age 61, was appointed as a director of FairPoint in December 2005. Mr. Lilien is currently a partner in the law firm of Robinson, Bradshaw & Hinson, P.A., located in Charlotte, North Carolina, where he has worked since April 2002, and is also the managing member of Trilogy Capital Partners, LLC, a captive private equity fund with equity provided by a single family group, where he has also worked since April 2002. From 1993 to 2002, he held various positions at Duke Energy Corporation, including Senior Vice President-Duke Ventures for Duke Energy Corporation, Chairman and Chief Executive Officer of Crescent Resources, LLC, Chairman of DukeNet Communications, Inc. and Chairman of Duke Capital Partners, LLC.

Claude C. Lilly—Dr. Lilly, age 62, was appointed as a director of FairPoint in February 2005. Dr. Lilly is currently serving as Dean of the College of Business and Behavioral Science at Clemson University. Previously, Dr. Lilly served as Dean and James J. Harris Chair of Risk Management and Insurance in the Belk College of Business Administration at the University of North Carolina at Charlotte, where he was employed from July 1997 to June 2007. Dr. Lilly has served as Assistant Deputy Insurance Commissioner for the State of Georgia and as a director of several corporations. He currently serves on the audit committee of the Board of Pensions of the Presbyterian Church (PCUSA) and is the Chair of the board of the Charlotte branch of the Federal Reserve Bank of Richmond. Dr. Lilly also currently sits on the board of directors of the Erie Insurance Group, where he serves as the chair of the audit committee and as a member of the investment and strategic planning committees. Dr. Lilly earned the Chartered Property and Casualty Underwriter and Chartered Life Underwriter designations and is a member of numerous professional associations.

Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee, a compensation committee and a corporate governance committee. In addition, our board of directors has a succession planning committee, which is a special purpose committee.

Audit Committee

Our audit committee for fiscal 2008 consisted of David L. Hauser, Robert A. Kennedy, Robert S. Lilien and Claude C. Lilly, and met six times during 2008. Claude C. Lilly is the chair of our audit committee. All audit committee members satisfy the independence criteria set forth in the listing standards of the New York Stock Exchange and the applicable provisions of the Securities Exchange Act of 1934. Mr. Hauser is qualified as an audit committee financial expert within the meaning of item 407(d)(5)(ii) of Regulation S-K under the Securities Exchange Act of 1934 and our board of directors has determined that he has the accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Securities and Exchange Commission has determined that the audit committee financial expert designation does not impose on the person with that designation any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the audit committee of the board of directors in the absence of such designation.

7

Among other functions, the principal duties and responsibilities of our audit committee are to select and appoint our independent registered public accounting firm, oversee the quality and integrity of our financial reporting and the audit of our financial statements by our independent registered public accounting firm and, in fulfilling its obligations, our audit committee reviews with our management and independent registered public accounting firm the scope and results of the annual audit, our accounting firm's independence and our accounting policies.

The audit committee is required to report regularly to our board of directors to discuss any issues that arise with respect to the quality or integrity of our financial statements, our compliance with legal or regulatory requirements, the performance and independence of our independent registered public accounting firm, and the performance of the internal audit function.

A copy of our audit committee charter can be found on our website at www.fairpoint.com on the "Investors" page, under the "Corporate Governance" caption. In addition, a copy of our audit committee charter is available free of charge upon request directed to our secretary at: Secretary, FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202.

Compensation Committee

Our compensation committee for fiscal 2008 consisted of Thomas F. Gilbane, Jr., David L. Hauser and Jane E. Newman and met eleven times during 2008. David L. Hauser is the chair of our compensation committee. All compensation committee members satisfy the independence criteria set forth in the listing standards of the New York Stock Exchange. Among other functions, our compensation committee oversees the compensation of our Chief Executive Officer and other executive officers, including plans and programs relating to cash compensation, incentive compensation, equity based awards and other benefits and perquisites and administers any such plans or programs as required by the terms thereof.

A copy of our compensation committee charter can be found on our website at www.fairpoint.com on the "Investors" page, under the "Corporate Governance" caption. In addition, a copy of our compensation committee charter is available free of charge upon request directed to our secretary at: Secretary, FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202.

Compensation Committee Interlocks and Insider Participation

During 2008, decisions on various elements of executive compensation were made by our compensation committee. No officer, employee or former officer of the Company served as a member of our compensation committee during 2008. No committee member had any interlocking relationships requiring disclosure under applicable rules and regulations.

For a description of certain relationships and transactions between us and members of our board of directors or their affiliates, see "Certain Relationships and Related Party Transactions."

Corporate Governance Committee

Our corporate governance committee for fiscal 2008 consisted of Patricia Garrison-Corbin, Claude C. Lilly, Jane E. Newman and Michael R. Tuttle, and met five times during 2008. Patricia Garrison-Corbin is the chair of our corporate governance committee. All corporate governance committee members satisfy the independence criteria set forth in the listing standards of the New York Stock Exchange. Among other functions, the principal duties and responsibilities of our corporate governance committee are to identify qualified individuals to become board members, recommend to our board of directors individuals to be designated as nominees for election as directors at the annual meetings of stockholders, and develop and recommend to our board of directors our corporate governance guidelines.

8

A copy of our corporate governance committee charter can be found on our website at www.fairpoint.com on the "Investors" page, under the "Corporate Governance" caption. In addition, a copy of our corporate governance committee charter is available free of charge upon request directed to our secretary at: Secretary, FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202.

Succession Planning Committee

In March 2008, the board of directors formed a succession planning committee for the purpose of identifying and appointing a successor to our Chief Executive Officer, Eugene B. Johnson, who has indicated his desire to retire during 2009. Our succession planning committee is a special purpose committee whose existence will terminate upon completion of its assigned task. Our succession planning committee consists of Patricia Garrison-Corbin, Robert A. Kennedy, Claude C. Lilly and Jane E. Newman, and met over 10 times during 2008. Jane E. Newman is the chair of our succession planning committee.

Attendance of Directors

During 2008, the board of directors held six meetings. Each director attended at least 75% of the aggregate of the total number of meetings held by the board of directors and the total number of meetings held by all committees of the board of directors on which he or she served, which meetings were held when he or she was a director.

Corporate Governance

Code of Business Conduct and Ethics.    We have adopted a code of business conduct and ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. This code of business conduct and ethics is designed to comply with the Securities and Exchange Commission regulations and New York Stock Exchange listing standards related to codes of conduct and ethics and is posted on our corporate website at www.fairpoint.com on the "Investors" page, under the "Corporate Governance" caption. A copy of our code of business conduct and ethics is available free of charge upon request directed to our secretary at: Secretary, FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202.

Code of Ethics for Financial Professionals.    We have also adopted a code of ethics for financial professionals as required by the Securities and Exchange Commission under Section 406 of the Sarbanes-Oxley Act. This code sets forth written standards that are designed to deter wrongdoing and to promote honest and ethical conduct by our senior financial officers, including our Chief Executive Officer, and is a supplement to our code of business conduct and ethics. In addition to applying to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Treasurer, this code applies to all of the other persons employed by us who have significant responsibility for preparing or overseeing the preparation of our financial statements and the other financial data included in our periodic reports to the Securities and Exchange Commission and in other public communications made by us that are designated from time to time by our Chief Financial Officer as senior financial professionals. Our code of ethics for financial professionals is posted on our corporate website at www.fairpoint.com on the "Investors" page, under the "Corporate Governance" caption.

Corporate Governance Guidelines:    We have also adopted corporate governance guidelines to advance the functioning of our board of directors and its committees and to set forth our board of directors' expectations as to how it should perform its functions. Our corporate governance guidelines are posted on our corporate website at www.fairpoint.com on the "Investors" page, under the "Corporate Governance" caption. A copy of our corporate governance guidelines is available free of charge upon request directed to our secretary at: Secretary, FairPoint Communications, Inc. 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202.

9

Policies Relating to our Board of Directors

Nomination and Selection of Directors

Our corporate governance committee identifies and evaluates potential director candidates in a variety of ways. Recommendations may come from current members of our board of directors, professional search firms, members of management, stockholders or other persons. In assessing the qualifications of potential nominees, the corporate governance committee may rely on personal interviews or discussions with the candidate and others familiar with the candidate's professional background, on third-party background and reference checks and on such other due diligence information as is reasonably available. The corporate governance committee must be satisfied that the candidate possesses the highest professional and personal ethics and values and has broad experience at the policy-making level in business, government, education or public interest before the corporate governance committee will recommend a candidate as a nominee to our board of directors.

Communications with Board of Directors

Our board of directors has adopted policies with respect to the consideration of candidates recommended by stockholders for election as well as for director and stockholder communications with the board of directors.

Stockholders may recommend nominees for consideration by the corporate governance committee by submitting the names and the following supporting information to our secretary at: Secretary, Stockholder Nominations, FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202. The submissions should include a current resume of the candidate and a statement describing the candidate's qualifications and contact information for the candidate. The submission should also include the name and address of the stockholder who is submitting the nominee, the number of shares which are owned of record or beneficially by the submitting stockholder and a description of all arrangements or understandings between the submitting stockholder and the nominee.

Stockholders and other interested parties may communicate directly with our board of directors or the non-management directors. All communications should be in writing and should be directed to our secretary at: Secretary, Stockholder Communications, FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202. The sender should indicate in the address whether it is intended for the entire board of directors, the non-management directors as a group or an individual director. Each communication intended for the board of directors or non-management directors received by the secretary will be forwarded to the intended recipients in accordance with the submitted instructions.

The full text of the stockholder nominations and communications policy is available on our corporate website at www.fairpoint.com on the "Investors" page, under the "Corporate Governance" caption.

Lead Director and Private Sessions

The non-management directors regularly meet in private session without our Chairman and Chief Executive Officer. Our lead director presides at these non-management executive sessions. Jane E. Newman served as our lead director in 2008.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding attendance by directors at our annual meeting of stockholders but invite and encourage all directors to attend. The annual meeting of stockholders is also held in conjunction with a regularly scheduled board of directors meeting to encourage director attendance. Eight of our nine directors attended the 2008 annual meeting of stockholders.

10

AUDIT COMMITTEE REPORT*

*  The material in this report is not "soliciting material," is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The audit committee of the board of directors currently has four members, Claude C. Lilly, David L. Hauser, Robert S. Lilien and Robert A. Kennedy. As of the date of this proxy statement, each audit committee member satisfies the independence criteria and has the qualifications set forth in the listing standards of the New York Stock Exchange and the applicable provisions of the Securities Exchange Act of 1934. The audit committee, among other things, oversees the Company's financial reporting process and system of internal controls on behalf of the board of directors, as well as overseeing the qualifications, independence and performance of our external and internal auditors. The audit committee also has the sole authority and responsibility to select, evaluate and, as appropriate, replace our independent registered public accounting firm. The audit committee's aggregate responsibilities are described in a written charter that was adopted by the board of directors. The charter of the audit committee is available on the Company's website at www.fairpoint.com.

The audit committee has reviewed and discussed the Company's audited financial statements for the fiscal year ended December 31, 2008 with the Company's management. The audit committee has discussed with Ernst & Young LLP, the Company's independent registered public accounting firm for 2008, the matters required to be discussed by Statement on Auditing Standards No. 114, The Auditor's Communication with Those Charged With Governance. The audit committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP the independence of Ernst & Young LLP. The audit committee also reviewed, among other things, the audit and permissible non-audit services performed by, and the amount of fees paid for such services to, Ernst & Young LLP, as well as the compatibility of any such non-audit services with regard to Ernst & Young LLP's independence. The audit committee meetings include, whenever appropriate, executive sessions with our independent registered public accounting firm without the presence of our management.

Management has the primary responsibility for the financial statements and reporting process, including the systems of internal controls and disclosure controls. In undertaking its oversight function, the audit committee relied, without independent verification, on management's representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the independent registered public accounting firm included in their report on our financial statements. The audit committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance or professional opinion as to the sufficiency of the external or internal audits, whether the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or on the effectiveness of the system of internal control.

11

Based on the audit committee's review, discussions with management and discussions with Ernst & Young LLP, all as described above, the audit committee recommended to the board of directors, and the board of directors approved, the inclusion of the Company's audited financial statements for the year ended December 31, 2008 in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 for filing with the Securities and Exchange Commission. The audit committee also has approved the appointment of Ernst & Young LLP as the independent registered public accounting firm to audit the financial statements of the Company for the 2009 fiscal year.

Submitted by the audit committee of the board of directors:

Claude C. Lilly, Chairman

David L. Hauser

Robert A. Kennedy

Robert S. Lilien

12

COMPENSATION COMMITTEE REPORT*

* The material in this report is not "soliciting material," is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The compensation committee of our board of directors oversees the executive compensation program for our Chief Executive Officer and other executive officers, including those named in the "Compensation Discussion and Analysis—Summary Compensation Table" below. We refer to the executive officers named in that table collectively as our NEOs.

The compensation committee is generally responsible for strategic decisions relating to the compensation structure provided to our executives, including salary-based compensation and non-equity incentive compensation provided to our executives, including our NEOs; non-employee director compensation; the amount and terms of equity based awards to executives, including our NEOs and non-employee directors; and deferred compensation for executives, including our NEOs and other key employees.

On behalf of our stockholders, the compensation committee has carefully monitored our executive compensation program. We believe that the Compensation Discussion and Analysis contained in this proxy statement and the related tables that follow will show an executive compensation program that is designed to maximize long-term stockholder value and provide our NEOs with incentives for superior corporate and individual performance and encourage them to remain with the Company.

The 2008 fiscal year was a complex year for us and our executives had to perform on two very different fronts. Our executives had to focus on building and integrating the local exchange business we acquired pursuant to the merger, which we refer to as the Northern New England operations, while also profitably operating our pre-merger business, all while preparing for the transition of our Northern New England operations from the Verizon systems to our systems. The compensation committee rewarded the executive team with cash incentives for executing specific actions to advance the integration process during 2008. The compensation committee believes that compensating management for achieving these short term goals was in the best interest of the Company and its stockholders. The Company did not achieve certain financial goals for 2008 and, accordingly, management did not receive incentive compensation for such results. The compensation committee granted certain equity based compensation to our NEOs and others in 2008, the amount of which is based on future achievement of certain performance based goals. Additionally, our Chief Executive Officer received a restricted stock award on January 1, 2008, in accordance with the terms of his employment agreement with the Company, and our Chief Financial Officer received a restricted stock award on September 3, 2008 upon the commencement of his employment with the Company.

The compensation committee has reviewed the following Compensation Discussion and Analysis with management, and recommended to the board of directors that it be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 and the Company's proxy statement.

Submitted by the compensation committee of the board of directors:

David L. Hauser, Chairman

Thomas F. Gilbane, Jr.

Jane E. Newman

13

COMPENSATION DISCUSSION AND ANALYSIS

General Principles and Procedures

General Program Objectives

The compensation committee's principal objective in designing compensation policies is to develop and administer a comprehensive program to attract, motivate and retain outstanding executives who are likely to enhance our profitability and create value for our stockholders. Within this overall compensation philosophy, the compensation committee seeks to: (1) recognize and reward sustained superior performance by individual officers and key employees; (2) pay for performance on both an individual and corporate level; (3) align stockholder and executive interests by placing a significant portion of executive compensation "at risk"; (4) tie executive compensation to the achievement of certain short term and long term performance objectives of the Company; and (5) offer a total compensation program that takes into account the compensation practices of comparable companies.

The compensation committee intends to provide our NEOs with an executive compensation program that emphasizes performance. The program therefore combines a competitive base salary component with a significant amount of variable compensation in the form of performance based annual and long term incentives. The compensation committee believes this emphasis on performance aligns the compensation of our NEOs with the long term interests of our stockholders.

In 2008, the compensation committee engaged an independent consultant, Findley Davies, Inc., to review the competitiveness and structure of the executive compensation program and each component of the program, and to assist the compensation committee in ensuring that the executive compensation program achieves the compensation committee's objectives.

Specific Principles for Determining Executive Compensation

The table below identifies and explains the reason for each component of our executive compensation program. See "—Executive Compensation Decisions for 2008" for amounts and further detail.

14

Method for Determining Amounts

Base Salary

The compensation committee determines the level of base salary for our Chief Executive Officer and the other executive officers with the general goal of providing competitive salaries. In making its decisions, the compensation committee considers independent studies and surveys prepared by consultants based on publicly available information with respect to other comparable communications companies. In addition, with respect to each executive officer, including the Chief Executive Officer, the compensation committee considers the individual's performance, including that individual's total level of experience in the communications industry, his or her record of performance and contribution to our success relative to his or her job responsibilities and annual goals, as well as his or her overall service to the Company.

Annual Incentive Compensation Awards

The annual incentive awards are based on a combination of corporate and individual goals having specific financial and operational objectives such as the following: FairPoint achieving a specified Adjusted EBITDA target, FairPoint working within a specified total debt to EBITDA ratio, FairPoint achieving certain free cash flow and revenue targets, FairPoint accomplishing certain budgetary, operational and regulatory goals and providing Company and industry leadership. We generally establish bonus targets and performance criteria at the end of each year for the following year.

15

Long Term Incentive/Equity Awards

In determining the long term incentive component of the Chief Executive Officer's compensation, the compensation committee considers, among other factors selected by the compensation committee, our performance and relative stockholder return and the value of similar incentive awards to chief executive officers at comparable companies. With respect to the amount of long term incentive awards for other executive officers and key employees, the compensation committee considers the recommendation of the Chief Executive Officer and takes into account the amount of long term incentive awards granted to peer executives at comparable companies. The compensation committee also obtains and reviews market compensation data from its compensation consultant.

The compensation committee determines the vesting schedule and criteria for future equity awards. We do not time our equity awards to the release of material non-public information.

In 2007, the compensation committee established stock ownership guidelines for certain of our executives which became effective in 2008. These guidelines are intended to reflect our executives' commitment to the organization and strong alignment with our stockholders. The guidelines, which must be achieved by 2013 (or if an executive is employed or promoted after 2008 to a position that is subject to the guidelines, within five years of that date), include ownership of our common stock in an amount equal to or greater than, for our Chief Executive Officer, five times his base salary, for the NEOs other than the Chief Executive Officer and all other Senior Vice Presidents, three times his or her base salary and for all Vice Presidents, one times his or her base salary.

Deferred Compensation

We maintain a nonqualified deferred compensation plan, or the NQDC Plan, for NEOs and other select senior management to enable them to defer compensation in excess of the limits applicable to them under our 401(k) plan. Matching contributions are made to the NQDC Plan according to the same percentage of deferrals as is made under our 401(k) plan, but only with respect to compensation that exceeds the limits for the 401(k) plan.

Retirement and Welfare Benefits

Our NEOs participate in our broad-based 401(k) and welfare benefit plans, and thereby receive, for example, group health insurance, group term life insurance and short term and long term disability insurance. The costs of these benefits constitute only a small percentage of each executive officer's total compensation.

Post-employment Severance and Change-in-Control Benefits

We provide post-employment severance and change-in-control benefits to Mr. Johnson, pursuant to an employment agreement, and to Messrs. Giammarino and Nixon and Ms. Linn, pursuant to change in control and severance agreements. See "—Potential Payments Upon Termination or Change of Control." The severance benefits for these executives are generally paid only if the executives are terminated without cause and they do not voluntarily resign. The severance benefits are also provided if any termination of employment occurs because of a change in control. In addition to severance payments, each executive is entitled to continued welfare benefits for a limited period. Mr. Johnson's severance benefits are also subject to his agreement not to compete with us.

Executive Compensation Decisions for 2008

Explained below are the key components of the compensation that our NEOs earned in 2008 as shown in the "Summary Compensation Table." Their base salaries generally accounted for between 33% and 50% of their total compensation, while incentive compensation accounted for most of the remainder of

16

their total compensation. The compensation committee believes that the balance described below of 2008 levels for salary, annual cash incentive awards and other benefits (including, with respect to Mr. Johnson, a restricted stock award) reflect both (i) an appropriate performance-oriented structure for total compensation, and (ii) a suitable correlation of total NEO compensation to the Company's financial and business performance in 2008. Note that the "Summary Compensation Table" below reports the value of equity awards as the compensation expense recorded under FAS 123(R) rather than their current fair value.

Base Salary

Upon the recommendation of the compensation committee, our board of directors approved an increase in Mr. Johnson's annual base salary to $600,000 (a 30.4% increase) effective as of the closing of the merger on March 31, 2008. The base salaries of the other NEOs increased approximately 22.8%, on average, compared to 2007.

Annual Incentive Compensation Awards

The compensation committee established the 2008 target bonuses and related performance goals for certain members of our senior management under the FairPoint Communications, Inc. Annual Incentive Plan, or the Annual Incentive Plan, on February 15, 2008 and, accordingly, we made annual incentive awards based on the achievement of those goals as discussed below.

Below is a chart that identifies the target bonus for each NEO who was eligible to participate in the Annual Incentive Plan in 2008 and the performance criteria used to evaluate the NEO's performance. The performance criteria were weighted as indicated. The compensation committee, in its sole discretion but with input from the Chief Executive Officer for all NEOs other than himself, determines whether or not individual performance goals were satisfied. Any bonus awards are subject to the terms of the Annual Incentive Plan.

17

We have not disclosed specific financial targets and metrics above as we believe this information would give our competition insight into key market dynamics and could cause us competitive harm.

The compensation committee made incentive payments decisions in February 2009 based on thorough discussions with our Chief Executive Officer regarding each executive and a review of the financial performance of the Company. The Company determined that each NEO, with the exception of Messrs. Crowley and Leach who resigned during 2008, had satisfied a portion of their performance goals set for 2008. Cash bonus awards were consequently paid at various levels from 15.0% to 35.0% of the target levels based on actual performance by the NEOs against these goals. In addition, in January 2007, in connection with the merger, the compensation committee awarded transaction incentives to our NEOs as follows: Mr. Johnson—$150,000; Mr. Crowley—$100,000; Mr. Nixon—$100,000; Ms. Linn—$135,000 and Mr. Leach—$120,000. One half of the transaction incentives were paid in February 2007, with the following amounts paid in May 2008 following the closing of the merger: Mr. Johnson—$75,000; Mr. Crowley—$40,000; Mr. Nixon—$50,000; Ms. Linn—$67,500; Ms. Hood—$25,000 and Mr. Leach—$45,000.

18

2008 Long Term Incentive Plan Awards

The Company adopted the FairPoint Communications, Inc. 2008 Long Term Incentive Plan (the "Long Term Plan") to permit the award of long term, equity based awards to key employees. The stockholders approved the Long Term Plan at the 2008 annual stockholders meeting. We believe the Long Term Plan supports our pursuit of long term creation of stockholder value and helps us motivate and retain a high quality executive team.

The compensation committee awarded performance units under the Long Term Plan to the Company's executive officers (other than the Chief Executive Officer and Mr. Leach, who had previously informed the Company that he intended to retire during the third quarter of 2008) on June 18, 2008. The compensation committee also awarded performance units to Mr. Giammarino when he commenced employment on September 2, 2008. The performance units will be earned over the performance period beginning April 1, 2008 and ending December 31, 2010. One share of the Company's common stock will be delivered to each performance unit holder for each earned performance unit as soon as administratively feasible after the end of the performance period.

The extent to which the units are earned will be determined based on the following two performance metrics:

•

Adjusted EBITDA.  The Company's Adjusted EBITDA for the performance period will determine how 30% of the units will be earned. The number of units earned will be based on a comparison of the Company's Adjusted EBITDA for the performance period compared to a cumulative, aggregate Adjusted EBITDA target for the performance period set by the compensation committee at the time of the award.

•

Total Stockholder Return (TSR).  The Company's percentile ranking for total stockholder return performance in comparison to a peer group will determine the extent to which the remaining 70% of units are earned. The peer group is composed of the companies included in the Dow Jones Telecommunications Index.

The compensation committee selected Adjusted EBITDA as a performance metric because Adjusted EBITDA measures the efficiency of the Company's operations better than the Company's reported net earnings and Adjusted EBITDA is a critical performance measurement under the Company's credit agreement and the regulatory authority orders to which it is subject in Maine, New Hampshire and Vermont. The compensation committee selected the relative total stockholder return performance metric because it will provide compensation to the executive officers based on the return delivered by the Company to its stockholders in comparison to the Company's peers.

As described above, the performance units are expected to pay incentive compensation to our executives in the first quarter of 2011. The executive team last received equity based awards in 2006. The transition to incentive compensation under the Long Term Plan left a significant gap in any long term or equity incentive opportunity for our executives. The compensation committee believed that this would place FairPoint at a competitive disadvantage with respect to our key executives. With this in mind, on March 27, 2008, the compensation committee approved two interim equity based awards for selected executives and key employees.

The interim awards for 2008 provided 55,963 shares to Mr. Nixon, 43,987 shares to Ms. Linn and 30,608 shares to Ms. Hood. The number of shares was determined by multiplying the 2008 annual incentive each executive earned by three and then dividing that amount by the average closing price of the Company's common stock for the 30 trading days ended December 30, 2008. The interim awards for the 2008 through 2009 period will provide equity awards for achieving a specific total return to stockholders as of December 31, 2009.

19

Restricted Stock Awards

Mr. Johnson's March 2006 employment agreement provided for the grant of 50,000 shares of restricted stock coincident with the execution of his employment agreement. In addition, his employment agreement provided for an additional grant of 50,000 shares of restricted stock on each of January 1, 2007 and January 1, 2008 provided Mr. Johnson was not terminated for cause and/or had not voluntarily resigned. In accordance with the terms of his employment agreement, Mr. Johnson received an award of 50,000 shares of restricted stock on January 1, 2007 and the final 50,000 shares of restricted stock was awarded on January 1, 2008.

Upon hire, Mr. Giammarino received an award of 50,000 shares of restricted stock on September 3, 2008.

Post-employment Benefits

Mr. Johnson's employment agreement includes the following severance obligations, subject to certain conditions, upon the earlier to occur of the expiration of the employment period under the employment agreement, or termination of Mr. Johnson's employment without cause: (i) continuation of medical coverage for Mr. Johnson and his spouse, at his election, for their respective lives upon payment of applicable premiums; (ii) extension of Mr. Johnson's right to exercise all of his vested options under the Company's 2000 Employee Stock Option Plan until the earlier of (1) March 12, 2012, or (2) the sale of the Company (as defined in the Company's 1998 Stock Incentive Plan); and (iii) continued vesting of all restricted stock granted through the termination event under the Company's 2005 Stock Incentive Plan as provided in the restricted stock agreement applicable to each grant of such restricted stock. The amended and restated employment agreement is described in "—Potential Payments Upon Termination or Change of Control—Eugene B. Johnson."

We have entered into change in control and severance agreements with Messrs. Giammarino and Nixon and Ms. Linn. These agreements are described in "—Potential Payments Upon Termination or Change of Control—Alfred C. Giammarino, Peter G. Nixon and Shirley J. Linn."

Tax Considerations

Section 162(m) of the Internal Revenue Code, which we refer to as the Code, generally disallows a tax deduction to public corporations for compensation, other than performance based compensation, over $1.0 million paid for any fiscal year to any of the corporation's Chief Executive Officer and three other highly compensated executive officers as of the end of any fiscal year. The Company's policy is to qualify its executive officers for deductibility under Section 162(m) to the extent the compensation committee determines such to be appropriate. In 2008, compensation did not exceed the deductibility limits of Section 162(m) for any NEO. The compensation committee remains aware of the Code Section 162(m) limitations and the available exemptions and special rules, and will address the issue of 162(m) deductibility when and if circumstances warrant the use of such exemptions or other considerations.

20

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the NEOs for the fiscal years ended December 31, 2008, 2007 and 2006.

(1) The amounts shown in column (c) include amounts of salary compensation deferred by the executive officer under the NQDC Plan. The amount of deferrals under this plan in 2008 were $10,604 by Mr. Nixon, $10,374 by Ms. Linn, $11,172 by Ms. Hood and $9,165 by Mr. Leach.

(2) For the year ended December 31, 2008, amounts in column (d) represent annual incentives which were earned during 2008 and paid in March 2009 and the second payment of the transaction incentives awarded to our NEOs in connection with the merger. For the year ended December 31, 2008, the amounts in column (d) include amounts deferred under the NQDC Plan by Mr. Nixon in the amount of $1,593 and Ms. Linn in the amount of $1,252.

(3) The amounts in column (e) reflect the dollar amount of compensation expense recognized for financial statement reporting purposes for the fiscal years ended December 31, 2008, 2007 and 2006, adjusted to eliminate the effect of any forfeiture assumption, in accordance with SFAS 123(R) of awards pursuant to the 2008 Long Term Incentive Plan and the 2005 Stock Incentive Plan and thus include amounts from awards granted, if any, during and prior to 2008. Please see Note 14 to FairPoint's Consolidated Financial Statements for the fiscal year ended December 31, 2008 for more information about the assumptions FairPoint used to determine the value of equity based awards and the amount of compensation expense recognized.

21

(4) The amount shown in column (i) for 2008 reflects the following for each NEO:

•

Matching contributions made by FairPoint to its 401(k) retirement savings plan in the amounts of $10,350 for Mr. Johnson, $3,946 for Mr. Giammarino, $10,350 for Mr. Crowley, $10,350 for Mr. Nixon, $10,350 for Ms. Linn, $10,350 for Ms. Hood and $10,350 for Mr. Leach;



•

Contributions made by FairPoint to the term life insurance plans it sponsors for all eligible employees (including our NEOs) in the amounts of $2,020 for Mr. Johnson, $230 for Mr. Giammarino, $460 for Mr. Crowley, $1,317 for Mr. Nixon, $1,317 for Ms. Linn, $317 for Ms. Hood and $980 for Mr. Leach;



•

Contributions made by FairPoint to the NQDC Plan in the amount of $7,500 for Mr. Nixon, $7,449 for Ms. Linn, $3,539 for Ms. Hood and $4,172 for Mr. Leach;



•

Moving expenses of $19,581 for Mr. Giammarino.

(5) Mr. Giammarino was appointed as our Executive Vice President and Chief Financial Officer on September 2, 2008, succeeding Mr. Crowley, who resigned effective August 15, 2008.

(6) In addition to her role as our Senior Vice President and Controller, Ms. Hood also served as our Chief Financial Officer during the period between Mr. Crowley's resignation, effective August 15, 2008, and Mr. Giammarino's appointment as our Chief Financial Officer on September 2, 2008.

(7) Mr. Leach resigned from his position as Executive Vice President, Corporate Development effective September 15, 2008.

22

Grants of Plan-Based Awards

(1) The amounts shown in column (i) reflect the number of shares of restricted stock granted to Mr. Johnson on January 1, 2008 in accordance with the terms of his employment agreement with the Company, and to Mr. Giammarino in connection with his employment by the Company pursuant to a restricted stock agreement with the Company dated September 3, 2008.

(2) All plan-based awards granted to Mr. Crowley during 2008 were forfeited upon his resignation effective August 15, 2008.

(3) These awards were granted to Mr. Johnson under his amended and restated employment agreement, entered into with the Company on April 1, 2008. These awards are for the performance period April 1, 2008 through December 31, 2009. Payout of awards is based on the value of the Company's common stock and dividend yield as of December 31, 2009. Mr. Johnson will receive a percentage of his target according to the December 31, 2009 common stock price and dividend yield, as follows: less than $19.94—0%, $19.94—56%, $21.94—100%, $23.94—136%, $25.94 or higher—167%.

(4) These awards were granted under the FairPoint Communications, Inc. 2008 Long Term Incentive Plan for the performance period April 1, 2008 through December 31, 2009. Payout of awards is based on the value of the Company's common stock and dividend yield as of December 31, 2009. Participants will receive a percentage of their target according to the December 31, 2009 common stock price and dividend yield, as follows: less than $19.94—0%, $19.94—44%, $21.94—100%, $23.94—136%, $25.94 or higher—167%.

23

(5) These awards were granted under the FairPoint Communications, Inc. 2008 Long Term Incentive Plan for the performance period April 1, 2008 through December 31, 2008. Payout of awards is based on each participant's fiscal year 2008 incentive bonus multiplied by three and divided by the average closing price of the Company's common stock for the thirty trading days preceding December 31, 2008. Amounts listed in column (g) reflect the actual number of shares issued to each NEO under these awards on March 6, 2009.

(6) These awards were granted under the FairPoint Communications, Inc. 2008 Long Term Incentive Plan for the performance period April 1, 2008 through December 31, 2010. Payout of awards is based 70% on the Company's TSR, as defined in the award agreement, versus its peer group in the Dow Jones Telecommunications Index and 30% on the Company's Adjusted EBITDA versus a target set by the compensation committee prior to the beginning of the performance period. Participants will receive a percentage of their TSR target according to the Company's TSR versus its peer group, as follows: TSR greater than 20% of peer group—40%, TSR greater than 40% of peer group—100%, TSR greater than 60% of peer group—200%. If the Company's TSR is not greater than at least 20% of its peer group, then participants will receive nothing. Participants will receive a percentage of their Adjusted EBITDA target according to the Company's Adjusted EBITDA versus its target, as follows: less than 95% of target—0%, 95% of target—40%, 100% of target—100%, 105% of target or higher—200%.

(7) The amounts shown in column (l) reflect the grant date fair value of stock awards based on the target number of awards included in the grant and the fair value of the awards at the date of grant, as determined in accordance with FAS 123(R). Grant date fair value, as determined in accordance with FAS 123(R), takes into account the likelihood of market conditions and performance conditions required by the award being achieved. In the case of restricted stock this amount is equal to the number of restricted shares issued, multiplied by the market value of the Company's common stock on the date of grant.

24

Outstanding Equity Awards at December 31, 2008