FAIRPOINT COMMUNICATIONS, INC. PERFORMANCE UNIT AWARD AGREEMENT 2008 LONG TERM INCENTIVE PLAN (AWARD FOR 2008 FISCAL YEAR PERFORMANCE PERIOD)

Exhibit 10.9

FAIRPOINT COMMUNICATIONS, INC.
PERFORMANCE UNIT AWARD AGREEMENT
2008 LONG TERM INCENTIVE PLAN

(AWARD FOR 2008 FISCAL YEAR PERFORMANCE PERIOD)

        THIS PERFORMANCE UNIT AWARD AGREEMENT (this " Agreement "), made and entered into this 5th day of May, 2008, by and between FairPoint Communications, Inc. (the " Company ") and                (the " Participant ").

W I T N E S S E T H :

        WHEREAS, the Compensation Committee of the Board of Directors of the Company (the " Committee ") desires to award the Participant Performance Units under the Company's 2008 Long Term Incentive Plan (the " Plan "); and

        WHEREAS, the Company and the Participant desire to enter into a written agreement that sets forth the terms and provisions of the Participant's Performance Unit award.

        NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, the Company and the Participant hereby agree as follows:

        1.     The Participant acknowledges that the Performance Unit award is governed by this Agreement and the terms of the Plan. The terms of the Plan are incorporated into this Agreement in their entirety and made a part hereof by reference. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern and control.

        2.     The Participant is awarded a target award of                Performance Units. The number of Performance Units earned by the Participant shall be determined in accordance with the Plan and this Agreement.

        3.     The Performance Units earned by the Participant shall be equal to (a) the product of (i) three (3) multiplied by (ii) the annual incentive bonus award earned by the Participant for the Company's 2008 fiscal year divided by (b) the average of the closing prices for Shares of the Company's Common Stock during the 30 days trading period immediately preceding December 31, 2008.

        4.     One Share of the Company's Common Stock will be distributed to the Participant for each Performance Unit earned by the Participant; provided , however , in the event the number of Performance Units earned by the Participant exceeds 500,000, one Share of the Company's Common Stock will be distributed to the Participant for each of the first 500,000 Performance Units earned by the Participant, and the Company shall pay to the Participant an amount equal to the Fair Market Value of the Shares that would have been delivered to the Participant for any Performance Units earned by the Participant in excess of 500,000. Dividends on the Shares underlying the Performance Units will not accrue or be paid during the Performance Period.

        5.     Any Shares to be distributed in respect of the Performance Units earned by the Participant will be delivered to the Participant as soon as practicable after December 31, 2008, but no later than March 15, 2009 (the date Shares are delivered, the " Payment Date "). If the Participant's emplo