FAIRPOINT COMMUNICATIONS INC
EX. 10.2 - RESTRICTED UNIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>EX. 10.2 - RESTRICTED UNIT AGREEMENT
<TEXT>

                                                                    Exhibit 10.2




                            RESTRICTED UNIT AGREEMENT

        This Restricted Unit Agreement, dated as of the Grant Date set forth on
the signature page hereto (the "Grant Date"), between FairPoint Communications,
Inc., a Delaware corporation (the "Company"), and the director whose name
appears on the signature page hereto (the "Director"), 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.

        1. Grant of Restricted Units. The Company hereby evidences and confirms
its grant to the Director, effective as of the Grant Date, of the number of
Restricted Units specified on the signature page hereto. All Restricted Units
received by the Director under this Agreement are subject to the restrictions
contained herein and are referred to as "Restricted Units." This Agreement is
subordinate to, and the terms and conditions of the Restricted Units granted
hereunder are subject to, the terms and conditions of the Plan, which are
incorporated by reference herein. If there is any inconsistency between the
terms hereof and the terms of the Plan, the terms of the Plan shall govern.

        2. Transfer Restrictions and Vesting of Restricted Units.

        (a) Restrictions on Transfer. Except for transfers to Permitted
Transferees approved by the Committee and transfers by will or by the laws of
descent and distribution, the Restricted Units granted hereby may not be sold,
assigned, transferred, pledged, hypothecated or otherwise directly or indirectly
encumbered or disposed of until settlement of the Restricted Units in accordance
with Section 6.

        (b) Restricted Period. Subject to the Director's remaining in office on
each vesting date, and except as provided in Section 2(c)(i) hereof or Article
IX of the Plan, the Period of Restriction shall lapse, and the Restricted Units
shall become vested, in four equal installments on the first day of each of the
first four calendar quarters following the Grant Date.

        (c) Termination of Service. Notwithstanding anything contained in this
Agreement to the contrary, (i) if the Director's service is terminated by reason
of the Director's death or Disability during the Period of Restriction, the
Restricted Units shall become fully vested and nonforfeitable, and (ii) if the
Director's service is terminated for any reason other than death or Disability
during the Period of Restriction, any Restricted Units held by the Director for
which the Period of Restriction has not then expired shall be forfeited and
canceled as of the date of such termination.

        3. Adjustment in Capitalization. In the event of any Adjustment Event,
all of the Director's Restricted Units shall be treated in accordance with the
provisions of Section 3.3 of the Plan.



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        4. Dividend Equivalents. The Director shall have the right to receive
Dividend Equivalents with respect to all Restricted Units granted hereunder
(including additional Restricted Units credited in respect of Dividend
Equivalents) until settlement of the Restricted Units in accordance with Section
6. Any cash Dividend Equivalents paid with respect to Restricted Units shall be
credited to the Director's account and shall be deemed to have been invested in
Shares on the record date established for the related dividend and, accordingly,
a number of Restricted Units shall be credited to the Director's account equal
to the greatest whole number which may be obtained by dividing (i) the value of
such Dividend Equivalents on the record date by (ii) the Fair Market Value of a
Share on such date. Any additional Restricted Units credited in respect of
Dividend Equivalents paid on Restricted Units for which the Period of
Restriction has not expired shall become vested and nonforfeitable, if at all,
on the same terms and conditions as are applicable in respect of the Restricted
Units with respect to which such Dividend Equivalents were payable.

        5. Change in Control. In the event of a Change in Control, all of the
Director's Restricted Units shall be treated in accordance with the provisions
of Article IX of the Plan.

        6. Settlement of Restricted Units. The Company shall deliver to the
Director (or, if applicable, to the Director's beneficiary) that number of
Shares equal to the number of Restricted Units granted under this Agreement
(including additional Restricted Units credited in respect of Divided
Equivalents) for which the Period of Restriction has previously expired or
expires in connection with any event enumerated in this Section 6, as soon as
practicable following the earlier to occur of (i) the Director's separation from
service as a director of the Company, (ii) the date the Director becomes
disabled (as defined in Section 409A(a)(2)(C) of the Code), (iii) the Director's
death, (iv) a change in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the Company's assets (as such terms
are defined in Section 409A(a)(2)(a)(v) of the Code and the interpretive
guidance thereunder), or (v) the date, if any, set forth on the signature page
hereto.

        7. Director's Representations, Warranties and Covenants.

        (a) Investment Intention. The Director represents and warrants that the
Restricted Units have been, and any Shares will be, acquired by the Director
solely for the Director's own account for investment and not with a view to or
for sale in connection with any distribution thereof. The Director further
understands, acknowledges and agrees that the Restricted Units, and any Shares,
may not be transferred, sold, pledged, hypothecated or otherwise disposed of
except to the extent expressly permitted hereby and at all times in compliance
with the U.S. Securities Act of 1933, as amended, and the rules and regulations
of the Securities Exchange Commission


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thereunder, and in compliance with applicable state securities or "blue sky"
laws and non-U.S. securities laws.

        8. Miscellaneous.

        (a) Binding Effect; Benefits. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors and assigns. Nothing in this Agreement, express or implied, is
intended or shall be construed to give any person other than the parties to this
Agreement or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision
contained herein.

        (b) Amendment. This Agreement may not be amended, modified or
supplemented orally, but only by a written instrument executed by the Director
and the Company.

        (c) Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or Director without the prior written consent of the
other party; provided that the Company may assign all or any portion of its
rights or obligations under this Agreement to one or more persons or other
entities designated by it.

        (d) Applicable Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware, without reference to
principles of conflict of laws which would require application of the law of
another jurisdiction, except to the extent that the corporate law of the State
of Delaware specifically and mandatorily applies.

        (e) Severability; Blue Pencil. In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

        (f) Unfunded Plan. The Plan is an unfunded plan within the meaning of
the Employee Retirement Income Security Act of 1974, as amended, and the Company
shall not be required to set aside a fund for the payment of the Restricted
Units.

        (g) Consent to Electronic Delivery. By executing this Agreement,
Director hereby consents to the delivery of information (including, without
limitation, information required to be delivered to the Director pursuant to
applicable securities laws) regarding the Company and the Subsidiaries, the
Plan, and the Restricted Units via Company web site or other electronic
delivery.


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        (h) Section and Other Headings, etc. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

        (i) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.

                           - Signature page follows -



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<PAGE>



        IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the Grant Date.

                                             FAIRPOINT COMMUNICATIONS, INC.



                                             By:________________________________

                                             Name:______________________________

                                             Title:_____________________________



                                             DIRECTOR



                                             ___________________________________

                                             Name:______________________________


                                             Address:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


Total Number of Restricted
Units Granted:________

Grant Date:________

Settlement Date (If Any) For Restricted Units
Elected by the Director:__________




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