Re: Change in Control and Severance Agreement

2.                                        Events That Do Not Trigger Severance Benefits .

You shall not be entitled to receive Severance Benefits under this Agreement if the Company terminates your employment for Cause or your employment terminates on account of death or Disability (as defined herein below), or if you resign without Good Reason.

3.                                        Obligations of the Company Upon Termination

(a)                                   Severance Benefits Following a Change in Control .  Subject to the provisions of Paragraphs 5 and 6 below, if you become entitled to Severance Benefits under Paragraph 1(a) or 1(c) of this Agreement, the Company will provide you the following:

(i)                            any unpaid base salary as of the date of separation, expense reimbursements, accrued benefits, and any earned but unpaid bonus or incentive payment for the fiscal year before the year of termination, provided that any unpaid vested amounts or benefits under the Company’s compensation, incentive or benefits plans will be paid in accordance with the terms of those plans;

(ii)                         a lump sum cash payment of two times your Annual Base Salary (as defined herein below) in effect as of the termination date;

(iii)                      a lump sum cash payment of two times your Annual Incentive Payment (as defined herein below);

(iv)                     a lump sum cash payment equivalent to twenty-four (24) months of COBRA premiums (as customarily charged to other individuals who have terminated from the Company), grossed up for applicable federal and state taxes.  The COBRA premiums shall be based on your coverage election in effect as of the date of termination.  If you elect to continue coverage under the Company’s health care plans pursuant to COBRA, you hereby agree that such coverage will continue only for so long as allowed under COBRA or until you become eligible for another group health plan by virtue of employment; and you shall notify the Company as soon as you become eligible for coverage under another group health plan;

(v)                        a lump sum cash payment equivalent to twenty-four (24) months of LTD and Group Term Life Insurance and any other benefit plan premiums, grossed up for applicable federal and state taxes.  The LTD and Group Term Life Insurance and other benefit plan premiums shall be based on your coverage election in effect as of the date of termination; and

(vi)                     all non-vested and/or unearned long-term incentive awards previously granted to you, including but not limited to restricted stock units, deferred share awards, and stock options shall fully vest and become nonforfeitable; provided, however, that any applicable performance requirement under any long-term incentive awards must be satisfied and will not be deemed waived as a result of this provision.

(b)                                  Severance Benefits Prior to or Two Years after a Change in Control.   Subject to the provisions of Paragraphs 5 and 6 below, if you become entitled to Severance Benefits under Paragraph 1(b) of this Agreement, the Company will provide you with all of the same Severance Benefits as described in Paragraph 3(a) above.

(c)                                   Timing of Payment .  The payment of the Severance Benefits will occur no later than ten (10) days after the effective date of the Release (as specified therein), unless the Company institutes a 409A Suspension Period (as defined below).

(d)                                  Release .  The Severance Benefits are conditioned upon your signing and making effective a general release of claims in a form designated by the Company in its sole discretion (the “ Release ”).  The Company shall not have any obligation to provide the Severance Benefits in the event you do not sign and make effective the Release.

(e)                                   Other Amounts .  Regardless of whether you sign and make effective the Release, the Company shall pay you any unpaid base salary, expense reimbursements, and any earned but unpaid bonus or incentive payment for the fiscal year before the year of termination within ten (10) days of your termination date.  Any unpaid vested amounts or benefits under the Company’s compensation, incentive or benefits plans will be paid in accordance with the terms of those plans.

4.                                        Definitions

(a)                                   “ Annual Base Salary ” shall mean the average monthly salary in effect during the twelve (12) months immediately preceding the date of termination, multiplied by a factor of twelve (12).

(b)                                  “ Cause ” shall mean, as reasonably and in good faith determined by the Company’s Board of Directors, (i) misappropriating any funds or any material property of the Company; (ii) obtaining or attempting to obtain any material personal profit from any transaction in which you have an interest which is adverse to the interest of the Company unless the Company shall first give its consent to such transaction; (iii)(x) the willful taking of actions which directly impair your ability to perform the duties required by the terms of your employment; or (y) taking any action detrimental to the Company’s goodwill or damaging to the Company’s relationships with its customers, suppliers or employees; provided that such neglect or refusal, action or breach shall have continued for a period of twenty (20) days following written notice thereof; (iv) being convicted of or pleading nolo contendere to any crime or offense constituting a felony under applicable law or any crime or offense involving fraud or moral turpitude; or (v) any material failure to comply with applicable laws or governmental regulations within the scope of your employment or any material breach of Company policies and procedures, including a material breach of the Company’s Code of Business Conduct and Ethics.

(c)                                   “ Change in Control ” shall have the same meaning as in section 14.1 of the FairPoint Communications, Inc. 2008 Long Term Incentive Plan as in effect on the date hereof; provided,