Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2012, Todd W. Arden notified FairPoint Communications, Inc. (the "Company") that he would be resigning as a member of the Company's board of directors (the "Board"). Mr. Arden's resignation is effective as of June 22, 2012 and is not a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

On June 25, 2012, the Board, following a recommendation from the Board's Corporate Governance and Nominating Committee, unanimously approved the appointment of Peter C. Gingold as a director of the Company to fill the vacancy on the Board created by Mr. Arden's resignation, effective as of June 25, 2012. Mr. Gingold will serve until the Company's 2013 annual meeting of shareholders and until his successor is elected and qualified, or until his earlier resignation, retirement or removal.

Mr. Gingold is a director at Angelo, Gordon & Co., which he joined in 2007, focusing in distressed and leverage credit. Prior to joining Angelo, Gordon & Co., Mr. Gingold's background includes significant management experience across several operational roles, positions as an investment banker, and functions related to corporate development and strategy. Mr. Gingold holds a Bachelor of Science degree from Cornell University and a Master of Business Administration degree from the Columbia Business School.

The Board determined that Mr. Gingold is "independent" under the listing standards of The NASDAQ Stock Market. As a non-employee director, Mr. Gingold would be entitled to receive an annual cash retainer of $75,000 for serving as a director on the Board, payable in quarterly installments. Mr. Gingold has elected to forego such compensation. In addition, the Company will enter into an indemnification agreement with Mr. Gingold in substantially the same form as those entered into with the Company's other non-employee directors. The indemnification agreement is intended to ensure that, as a non-employee director of the Company, Mr. Gingold is indemnified to the fullest extent permitted under applicable law.

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