0001116679-05-002364 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 23rd, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

This Restricted Stock Agreement, dated as of the Grant Date set forth on the signature page hereof, between FairPoint Communications, Inc., a Delaware corporation (the “Company”), and the grantee whose name appears on Schedule A hereto (the “Grantee”), is being entered into pursuant to the FairPoint Communications, Inc. 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used herein without definition have the meaning given in the Plan.

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