Introduction

2

Part I — General Information

3

Part II — Plan Data

4

Part III — Compensation

6

Part IV — Elections to Defer Compensation

7

Part V — Forms and Timing of Distributions - Upon Separation from Service

10

Part VI - Forms and Timing of Distributions as of a Specified Time

14

Part VII - Forms and Timing of Distributions Upon Other Events

15

Part VIII — Vesting

17

Part IX - Miscellaneous

19

Execution

21

1.

Sponsoring Employer (Article 2.22 of the Plan).

(a)

Name of Employer:

FairPoint Communications, Inc.

(b)

Address of Employer:

521 E. Morehead Street, Suite 500

Charlotte, NC 28202

(c)

Federal Tax ID Number of

Employer:

13-3725229

(d)

Contact Phone Number:

(704) 344-8150

(e)

Publicly Traded Company (check one):

o

(i)  No.

x

(ii) Yes.

(Note: For Key Employees, distributions may not be made before the date which is six months after Separation from Service (or if earlier, after the date of death).)

(f)

If Publicly Traded Company, enter Key Employee identification date ( complete, if applicable):

x

(i)  Prior calendar year for upcoming April 1 through March 31 (default).

o

(ii) Other

Note: If the Employer is a tax-exempt organization, additional requirements may apply under Internal Revenue Code section 457. This Plan is not intended to comply with the requirements of Code section 457. Please consult with your legal or tax advisor.

2.

Plan Administrator (if not Employer) (Article 9.1 of the Plan).

(a)

Name of Plan Administrator:

(b)

Address of Plan Administrator:

(c)

Contact Phone Number:

3.

Name of Plan(s) . (Articles 2.2, 2.38, and 2.41 of the Plan).

(a)

The name of this Plan is (provide name) :

FairPoint Communications, Inc. Non-Qualified Savings Plan

(b)

The name of the predecessor nonqualified deferred compensation plan of the Employer that was in existence as of October 3, 2004 (provide name, if there was a predecessor nonqualified deferred compensation plan and this is a new Code section 409A plan) :

(“Prior Plan”)

4.

New Plan or Amendment, Restatement, and Continuation of a Prior Plan . This Plan is (check one) :

o

(a)

A new plan.

o

(b)

An amendment, restatement, and continuation of a plan in existence as of October 3, 2004 and applies only to deferred compensation for the 2005 and later Plan Year contributions. (No material modifications of pre-2005 deferred compensation.)*

x

(c)

An amendment, restatement, and continuation of a plan in existence as of October 3, 2004 and applies to pre-2005 and 2005 and later Plan Year contributions. (Material modifications of pre-2005 deferred compensation.)

*Caution:

If this is an amendment, restatement, and continuation of an existing plan, the Employer is responsible for ensuring that the amendment and restatement does not result in a “material modification” as defined under Code section 409A and Internal Revenue Service guidance issued there under.

5.

Effective Date (Article 2.17 of the Plan).

( check one and provide information required by section (a) or (b), as applicable ):

o

(a)

For new plans:

The Effective Date of the Plan is ( provide date )                           .

x

(b)

For the amendment, restatement, and continuation of a Prior Plan:

The initial effective date of the Plan was ( provide date ) July 1, 1999.

The Effective Date of this amendment and restatement of the Plan is January 1, 2005 ( provide date ).

6.

Plan Year (Article 2.40 of the Plan).

The Plan Year is ( a twelve month period — e.g. , January 1— December 31 )  January 1 — December 31 .

If Plan has a short Plan Year, the short Plan Year is               .

7.

Plan Covers :

This Plan shall cover the following (check one):

x

(a)

Employees.

o

(b)

Directors.*

o

(c)

Other*        .

*Note: when checked, references to the terms “Employer” and “Eligible Employee” are substituted for the terms “Company” and “Eligible o Director o Other           ”, in the Adoption Agreement and Plan, respectively.

8.

Type of Plan .

This Plan shall be ( check one ):

o

(a)

An Evergreen Plan under which the Employer establishes and maintains a Participant’s Account, which may have sub-accounts depending on the Employer’s election, on behalf of each Eligible Employee which include, if applicable, but are not limited to a (1) Salary Reduction Contribution Account, (2) Performance-Based Compensation Account, (3) Matching Contribution Account, and (4) Nonelective Employer Contribution Account to which (1) Salary Reduction Contributions, (2) Performance-Based Compensation, (3) Matching Contributions and (4) Nonelective Employer Contributions shall be credited.

x

(b)

A Calendar Year Plan under which the Employer establishes and maintains a Participant’s Account on behalf of each Eligible Employee’s Annual Sub-Account(s) which include, if applicable, but are not limited to a (1) Salary Reduction Contribution Account, (2) Performance-Based Compensation Account, (3) Matching Contribution Account, and (4) Nonelective Employer Contribution Account to which (1) Salary Reduction Contributions, (2) Performance-Based Compensation, (3) Matching Contributions and (4) Nonelective Employer Contributions shall be credited to each respective Annual Sub-Account.

Distribution Election Method (check one if 8(b) above is selected) :

o

(i)

Annual Election - A Participant must make a new Distribution Election each Taxable Year.

x

(ii)

Carry Forward Election - A Participant’s Distribution Election will remain in place from year to year until such time as the Participant modifies or cancels the Distribution Election.

Part III — Compensation

9.

Compensation (Articles 2.11 and 2.35 of the Plan).

(a)

Compensation shall exclude the item(s) listed below for purposes of determining (complete, if applicable) :

(i)

Salary Reduction Contributions:

o

(1)

No exclusions.

o

(2)

Bonus (e.g., Non-Performance Based Compensation).

o

(3)

Compensation o in excess of o at or below Code section 401(a)(17) Compensation.

o

(4)

Commissions.

o

(5)

Overtime Pay.

o

(6)

Performance-Based Compensation (see Section 10.(d) for separate election).

x

(7)

Severance Pay.

x

(8)

Other Taxable expense reimbursements, non-cash imputed taxable income and income from the exercise of stock options or the award or vesting of restricted stock .

(ii)

Nonelective Contributions:

o

(1)

No exclusions.

o

(2)

Bonus.

o

(3)

Compensation o in excess of o at or below Code section 401(a)(17) Compensation.

o

(4)

Commissions.

o

(5)

Overtime Pay.

o

(6)

Performance-Based Compensation.

x

(7)

Severance Pay.

x

(8)

Other Taxable expense reimbursements, non-cash imputed taxable income and income from the exercise of stock options or the award or vesting of restricted stock .

Part IV — Elections to Defer Compensation

10.

Salary Reduction Contributions (Article 4.1 of the Plan).

(a)

Compensation below includes Performance-Based Compensation unless excluded in Compensation or a separate deferral election is permitted in (d) below.  A Participant may enter into a Deferral Agreement to make the following (complete, if applicable):

x

(i)

A Salary Reduction Contribution in one (1) percent increments from a minimum of 0 % up to a maximum of 50 % of Compensation.

o

(ii)

Once a Participant reaches the deferral limit under the 401(k) Plan, a Salary Reduction Contribution in one (1) percent increments from a minimum of    % up to a maximum of    % Compensation.

o

(iii)

A Salary Reduction Contribution up to a maximum deferral of (check one, if applicable) :

o

(1)

Calendar Year Code section 402(g) limit.

o

(2)

402(g) limit less 401(k) deferrals made to the 401(k) Plan.

o

(3)

$           .

(b)

A Participant may enter into a separate Deferral Agreement to make a bonus election (complete, if applicable) :

o

(i) Not applicable.

x

(ii) The bonuses paid by the Employer are included in the definition of Compensation and the Employer permits a Participant to enter into a separate Deferral Agreement to make a Salary Reduction Contribution in one (1) percent increments from a minimum of 0 % up to a maximum of 100 % of bonuses.

(c)

An Employer may allow a Participant’s Deferral Agreement to remain in place from year to year, so long as the Deferral Agreement becomes irrevocable by the end of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned.  The Employer will define each year the designated Election Period.  As specified below, a Deferral Agreement will be made (check one, if 10(a) above is applicable) :

o

(i) Each Plan Year (annual deferral election).

x

(ii) As of the last day of the Election Period preceding the Plan Year in which Compensation subject to the Deferral Agreement is earned, until such time as the Participant modifies or terminates the automatic Deferral Agreement by notifying the Plan Administrator (carry forward deferral election).

(d)

Performance-Based Compensation Contributions (Article 4.3 of the Plan).

(i)

Performance-Based Compensation may be deferred under the Plan in a separate Performance-Based Compensation Deferral Election (complete, if applicable) :

x

(1)

Not applicable.

o

(2)

In one (1) percent increments from a minimum of    % up to a maximum of    %.

(ii)

A Participant must enter into a Deferral Agreement with respect to Performance-Based Compensation Contributions (check one, if 10(d)(i)(2) above  is applicable):

o

(1)

During the same Election Period that is applicable for Salary Reduction Contributions.

o

(2)

By the earlier of the end of the Election Period that is applicable for Performance-Based Compensations and the date that is at least six months before the end of the performance period.

(iii)

An Employer may allow a Participant’s Deferral Agreement to remain in place from year to year, so long as the Deferral Agreement becomes irrevocable by the end of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned.  The Employer will define each year the designated Election Period.  As specified below, a Deferral Agreement will be made (check one, if 10(d)(i) above is applicable) :

o