**Exhibit10.13**

**EMPLOYMENT AGREEMENT**

This EMPLOYMENT AGREEMENT (the “Agreement”) is madeand entered into as of March 17, 2006 (the “Effective Date”) by andbetween **FAIRPOINT COMMUNICATIONS, INC.**,a Delaware corporation (together with its successors and assigns permittedhereunder, the “Company”), and **EUGENE B.JOHNSON** (the “Executive”).

**RECITALS:**

WHEREAS, the Executive is currently employed by theCompany as its Chief Executive Officer pursuant to an Employment Agreementdated as of December 31, 2002, for a period ending December 31, 2006(the “Existing Employment Agreement”).

WHEREAS, the Board of Directors of the Company (the “Board”)has determined that it is in the best interests of the Company and itssubsidiaries and stockholders to enter into this Agreement for purposes ofextending the term of Executive’s employment for an additional two (2) yearsand otherwise employing the Executive on the terms and conditions set forthherein.

NOW, THEREFORE, in consideration of the respectiveagreements and covenants set forth herein and other good and valuableconsideration, the receipt of which is hereby acknowledged, the parties hereto,intending to be legally bound, hereby agree as follows:

1.             **Employment Period**.Subject to Section 3, the Company hereby agrees to employ the Executive,and the Executive hereby agrees to be employed by the Company, as ChiefExecutive Officer of the Company and/or as Chairman of the Board of Directorsof the Company, in accordance with the terms and provisions of this Agreementfor a period commencing on the date hereof and ending on December 31, 2008(the “Employment Period”). In the event the Executive continues to performservices after the Employment Period, and pending agreement for extension ofthe Employment Agreement, such services shall constitute employment for anunspecified term, terminable at will, with or without cause or reason, with orwithout advance notice, and with or without pay in lieu of advance notice.

2.             **Terms of Employment**.

(a)           Positionand Duties.

(i)            During the term of the Executive’semployment, the Executive shall serve as the Chief Executive Officer of theCompany and/or as Chairman of the Board of Directors of the Company and, in sodoing, shall perform normal duties and responsibilities associated with suchpositions.

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(ii)           During the term of the Executive’semployment, and excluding any periods of vacation and other leave to which theExecutive is entitled, the Executive agrees to devote substantially all hisbusiness time to the business and affairs of the Company and to use theExecutive’s best efforts to perform faithfully, effectively and efficiently hisduties and responsibilities.

(iii)          Notwithstanding Section 2(a)(ii) hereof,during the term of the Executive’s employment it shall not be a violation ofthis Agreement for the Executive to (1) serve on industry, trade, civic,educational or charitable boards or committees, (2) deliver lectures orfulfill speaking engagements, and/or (3) manage personal investments, solong as such activities do not interfere with the performance of the Executive’sduties and responsibilities as an employee of the Company.

(iv)          Executive agrees to observe and complywith the Company’s rules and policies as adopted by the Company from timeto time.

(b)           Compensation.

(i)            Base Salary. During the termof the Executive’s employment, the Executive shall receive an annual basesalary of $460,000 (the “Annual Base Salary”), which shall be paid inaccordance with the customary payroll practices of the Company.

(ii)           Bonus. Executive shall beeligible for a bonus each year (up to 100% of Executive’s Annual Base Salary),which bonus shall be paid if fully earned, all as provided in an objectivebonus arrangement set and documented by the Company’s Compensation Committeeand Executive each year.

(iii)          Incentive, Savings, Stock Option,Restricted Stock and Retirement Plans. During the term of the Executive’semployment, the Executive shall be entitled to participate in all incentive,savings, stock option, restricted stock and retirement plans, practices,policies and programs applicable generally to other senior executives of theCompany, as amended from time to time. Without limiting the foregoing,Executive currently has 273,812 fully vested options under the Company’s 1998Stock Incentive Plan (the “98 Plan”), 20,490 fully vested options under theCompany’s 2000 Employee Stock Option Plan (the “2000 Plan”) and 189,488 sharesof restricted stock, still subject to certain vesting requirements, under theCompany’s 2005 Stock Incentive Plan (the “2005 Plan”). Except as provided in Section 4hereof, all such options and/or shares of restricted stock shall vest and/orbecome exercisable pursuant to the terms and conditions of the particular plansand agreements relating thereto.

(iv)          Supplemental Grant(s) ofRestricted Stock. As additional consideration for Executive entering intothis Agreement, the Company simultaneously herewith shall grant to theExecutive 50,000 shares of restricted stock (the “Restricted Stock”), suchgrant to be effective for all purposes on the date Executive and the

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Company execute theRestricted Stock Agreement to be entered into by and between the Company andExecutive (the “Restricted Stock Agreement”). The Restricted Stock will vest inthree equal annual installments and pay current dividends, all pursuant to theCompany’s 2005 Stock Incentive Plan and the Restricted Stock Agreement. So longas Executive has not been terminated for Cause by the Company and/or has notvoluntarily resigned prior to the following grant dates, an additional grant of50,000 shares of restricted stock shall be made by the Company on each of January 1,2007 and January 1, 2008, in each case pursuant to the Company’s 2005Stock Incentive Plan or a replacement plan approved by the Company’s shareholdersat the Company’s 2007 annual meeting and pursuant to a restricted stockagreement substantially in the form of the Restricted Stock Agreement relatingto the Restricted Stock. Each such grant’s shares of restricted stock will vestin three equal annual installments from the date of grant and pay currentdividends, also pursuant to the Company’s 2005 Stock Incentive Plan and theapplicable restricted stock agreement. Such grants shall be made by the Companyeven if Executive’s employment has been terminated prior to the foregoing grantdates without Cause.

(v)           Welfare Benefit Plans. Duringthe term of the Executive’s employment, the Executive and/or the Executive’sspouse, as the case may be, shall be eligible for participation in and shallreceive all benefits under the welfare benefit plans, practices, policies andprograms provided by the Company, including medical, prescription, dental,disability, salary continuance, employee life, group life, accidental death andtravel accident insurance plans and programs, as amended from time to time, tothe extent applicable generally to other employees of the Company.

(vi)          Perquisites. During the term ofthe Executive’s employment, the Executive shall be entitled to receive, inaddition to the benefits described above, such perquisites and fringe benefitsappertaining to his position in accordance with any policies, practices andprocedures established by the Board, as amended from time to time.

(vii)         Expenses. During the term of theExecutive’s employment, the Executive shall be entitled to receive promptreimbursement for all reasonable employment expenses incurred by the Executivein accordance with the Company’s policies, practices and procedures, as amendedfrom time to time.

3.             **Termination of Employment**.

(a)           Death or Disability. TheExecutive’s employment shall terminate automatically upon the Executive’s deathduring the Employment Period. If a Disability (as defined below) of theExecutive has occurred during the Employment Period, the Company may give tothe Executive written notice in accordance with Section 8(e) hereofof its intention to terminate the Executive’s employment. In such event, theExecutive’s employment with the Company shall terminate effective on theninetieth (90th) day after receipt of such notice by the Executive (the “DisabilityEffective Date”),

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if, within ninety (90)days after such receipt, the Executive shall not have returned to perform, withreasonable accommodation, the essential functions of his position. For purposesof this Agreement, at any time the Company or any of its affiliates sponsors along-term disability plan for the Company’s employees, “Disability” shall meandisability as defined in such long-term disability plan. The determination ofwhether the Executive has a Disability shall be made by the person or personsrequired to render disability determinations under the long-term disabilityplan. At any time the Company does not sponsor a long-term disability plan forits employees, “Disability” shall mean the Executive’s inability to perform,with reasonable accommodation, the essential functions of his positionhereunder for a period of 180 days in any 360 consecutive day period due tomental or physical incapacity, as determined by a physician selected by the Companyor its insurers.

(b)           Cause or Without Cause. TheCompany may terminate the Executive’s employment during the Employment Periodfor Cause or without Cause. For purposes of this Agreement, “Cause” shall mean (a) misappropriatingany funds or any material property of the Company, (b) obtaining orattempting to obtain any material personal profit from any transaction in whichthe Executive has an interest which is adverse to the interest of the Companyunless the Company shall first give its consent to such transaction, (c) (i) thewillful taking of actions which directly impair the Executive’s ability toperform the duties required by the terms of his employment, or (ii) takingany action detrimental to the Company’s goodwill or damaging to the Company’srelationships with its customers, suppliers or employees; provided that suchneglect or refusal, action or breach shall have continued for a period oftwenty (20) days following written notice thereof, (d) being convicted ofor pleading nolocontendere to any crime or offense constitutinga felony under applicable law or any crime or offense involving fraud or moralturpitude, or (e) any material intentional failure to comply withapplicable laws or governmental regulations within the scope of employment asdefined by this Agreement. For purposes of this Agreement, “without Cause”shall mean a termination by the Company of the Executive’s employment duringthe Employment Period for any reason other than a termination based upon Cause,death or Disability.

(c)           Notice of Termination. Anytermination by the Company for Cause or without Cause shall be communicated bya Notice of Termination to the Executive given in accordance with Section 8(e).For purposes of this Agreement, the term “Notice of Termination” means awritten notice which (i) indicates the specific termination provision inthis Agreement relied upon, (ii) to the extent applicable, sets forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive’s employment under the provision so indicated, and(iii) if the Date of Termination (as defined below) is other than the dateof receipt of such notice, specifies the termination date. The failure by theCompany to set forth in the Notice of Termination any fact or circumstancewhich contributes to a showing of Cause shall not waive any right of theCompany hereunder or preclude the Company from asserting such fact orcircumstance in enforcing the Company’s rights hereunder.

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(d)           Date of Termination. The term “Dateof Termination” means (i) if the Executive’s employment is terminated bythe Company for Cause, the date of receipt of the Notice of Termination or anylater date specified therein pursuant to Section 3(c), as the case may be,(ii) if the Executive’s employment is terminated by the Executive, thirty(30) days from the date of receipt of the Notice of Termination, (iii) ifthe Executive’s employment is terminated by the Company other than for Cause,the date on which the Company notifies the Executive of such termination, and (iv) ifthe Executive’s employment is terminated by reason of death or Disability, thedate of death of the Executive or the Disability, as the case may be.

4.             **Obligations of the Company upon Termination.**

(a)           If, during the Employment Period, theCompany shall terminate the Executive’s employment for Cause or the Executiveshall voluntarily resign, the Executive shall not be entitled to any futurebenefits pursuant to this Agreement.

(b)           Upon the earliest of (A) expirationof the Employment Period, or (B) termination of the Executive’s employmentas Chief Executive Officer and as Chairman of the Board of Directors withoutCause, the Executive shall be entitled to receive from the Company thefollowing, effective as of the date of occurrence of such event (the “TerminationEvent”), subject to the following being suspended for a breach of the Executive’scovenant not to compete set forth in Section 6 hereof:

(i)            Continued medical coverage forExecutive and Executive’s spouse, at Executive’s election, for the life of eachunder the Company’s then existing health insurance plan upon continued timelypayment by Executive or Executive’s spouse of the then applicable employee andspouse premium. This coverage shall continue to be available to Executive’sspouse upon the death of Executive. Following the time each of which Executiveor Executive’s spouse is eligible for Medicare, ongoing retiree health coverageshall be calculated on the assumption that each of Executive or Executive’s spousehad enrolled in all available parts of Medicare.

(ii)           As provided in the ExistingEmployment Agreement, extension of the Executive’s right to exercise all of hisvested options under the 2000 Plan until the earlier of (a) March 12,2012, or (b) the Sale of the Company (as defined in the 98 Plan).

(iii)          Continued vesting of all restrictedstock granted as of the Termination Event under the Company’s 2005 StockIncentive Plan or a replacement plan as provided in the restricted stockagreement applicable to each grant of such restricted stock.

(c)           Upon the expiration of the EmploymentPeriod at December 31, 2008, unless extended by the mutual agreement ofthe Company and Executive commencing on the day following the six monthanniversary of the Termination Event,

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Executive shall receive his Base Salary in accordancewith customary payroll practices of the Company for one year thereafter,subject to such payment being suspended for a breach of the Executive’scovenant not to compete set forth in Section 6 hereof.

(d)           In the event that the Executive’semployment as Chief Executive Officer of the Company and as Chairman of theBoard of Directors of the Company is terminated without Cause at any timeduring the Employment Period, the Executive shall be entitled to receive,commencing on the day following the six month anniversary of such TerminationEvent and in accordance with the customary payroll practices of the Company,payment of Executive’s Base Salary as of the Termination Event for a period oftime equal to the remainder of the Employment Period as of the TerminationEvent plus one year as provided in Section 4(c) hereof, subject tosuch payment being suspended for a breach of the Executive’s covenant not tocompete set forth in Section 6 hereof.

5.**             Protectionof Confidential Information**. Executive acknowledges thatby reason of his position with the Company, he has had and will continue tohave complete access to and knowledge of the Company’s Confidential Information.The Company’s “Confidential Information”, as used in this Agreement, means anyform of data or information in the possession or control of the Company whichrelates to its business affairs, including but not limited to trade secrets,proprietary information or other information not in the public domain. ConfidentialInformation includes but is not limited to product or service concepts anddesigns, marketing insights, technology related to the Company’s business,business methods and strategies, all financial information and plans of theCompany, acquisition targets and potential targets, strategic business plans,pricing terms and methods, growth, expansion or acquisition plans, financing orventure capital sources and plans, and all similar information that the Companyholds in confidence or that competitors of the Company would be desirous ofobtaining. Executive agrees to use the Confidential Information only for thepurpose of or in connection with the business of the Company, and to keep theCompany’s Confidential Information in strictest confidence and secrecy and notto use or disclose Confidential Information to any person or entity except forpurposes of conducting the business of the Company, both during the term ofExecutive’s employment with the Company (both during the Employment Period andany continuation period thereafter) and thereafter for a period of five (5) years.Executive will return all Confidential Information to the Company immediatelyupon termination of his employment with the Company.

6.**             Non-Competition**.

(a)           Non-Competition Agreement. Executiveagrees that, without the prior written consent of the Company’s Board ofDirectors, during the term of his employment with the Company, including anycontinued employment after the Employment Period, and for a period of three (3) yearsthereafter, he will not “Compete” with the Company in the “ProhibitedTerritory.”

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(b)           Definition of “Compete”. Forpurposes of this Section 6, the term “Compete” means to be employed orengaged in any capacity, whether as an employee, as a consultant, or byself-employment, individually or on behalf of others, or to have any ownershipinterest in, any business or entity engaged in business in the “CommunicationsIndustry”; provided, however, that the purchase and ownership of capital stockof less than two percent (2%) in a publicly traded entity within theCommunications Industry shall not constitute competing. As used herein, theterm “Communications Industry” shall have its broadest definition, as generallyunderstood by the investing public, and includes, but is not necessarilylimited to the ownership, acquisition or operation of, investment in, or theprovision of services or technology related to Rural Local Exchange Carriers(RLECs), Incumbent Local Exchange Carriers (ILECs), Competitive Local ExchangeCarriers (CLECs), Internet Service Providers (ISPs), cable television services,retail or wholesale distribution of long distance services, Internet portalservices, web casting and web hosting, dedicated service lines (DSL),broadband, voice or video conferencing, voice mail services, voice, data orvideo transmissions, cellular or wireless telephone, data, paging or Internetaccess services, prepaid calling cards and other prepaid communicationservices, electronic mail services, directory and operator assistance services,facsimile and data services, and other similar and related services andproducts.

(c)           Definition of “ProhibitedTerritory”. For purposes of this Section 6, the term “ProhibitedTerritory” shall mean and include each of the following defined areas: (i) theUnited States, and (ii) any State within the United States where theCompany is engaged in business in the Communications Industry. For purposes ofthis Section 6, a person or entity is considered to be Competing in theProhibited Territory if it is engaged in offering or providing products orservices related to the Communications Industry within the ProhibitedTerritory, regardless of the geographic location of the Competing individual orentity.

(d)           Acknowledgments by Executive. Executiveacknowledges that the terms of this Section 6, including the definitionsof “Compete”, “Communications Industry” and “Prohibited Territory”, and thethree (3) year post employment term are reasonable, and are no broaderthan necessary to protect the Company’s legitimate business interests. Executivespecifically acknowledges and agrees that (i) he has received adequate andvaluable consideration for entering into this noncompetition agreement, (ii) theCompany is currently engaged in business in the Communications Industry, and iseither actively engaged in each aspect thereof set out in the definition setforth in Section 6(b) above, or it reasonably anticipates that itwill be engaged in each such aspect or activity competitive with it, during theEmployment Period, and that part of Executive’s responsibilities as ChiefExecutive Officer of the Company and as Chairman of the Board of Directors ofthe Company are and will continue to be to explore and expand the Company intoeach aspect of the Communications Industry where it can profitably do so, (iii) thenature of the Communications Industry is such that the range of business andcompetition is not necessarily contained within easily definable

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geographic territories, and that in many respects,otherwise unrelated aspects of the Communications Industry are competitive witheach other (for example, cable television providers, telephone companies andISPs all compete with each other to provide Internet access and services toconsumers and businesses), (iv) the business of investing in and operatingRLECs, ILECs, CLECs and/or ISPs is highly competitive, and (v) by reasonof his responsibilities as Chief Executive Officer of the Company and/or asChairman of the Board of Directors of the Company, he will be intimatelyfamiliar with and engaged in developing the Company’s business, financial andgrowth plans and other Confidential Information, and that if he engages in anyof the activity prohibited by this Section 6, it is inevitable that hewould use or disclose Confidential Information of the Company.

(e)           Governing Law; Enforcement;Survival. Notwithstanding the provisions of Section 8(c), theprovisions of Section 5 and the provisions of this Section 6 shall beconstrued and enforced in accordance with the laws of the State of NorthCarolina, without regard to principles of conflict of laws. Executive agreesthat the Company would suffer irreparable harm in the event of any violation ofSections 5 or 6 hereof, and the Company is therefore entitled to injunctiverelief to enforce the provisions thereof. The provisions of Sections 5 and 6shall survive the termination of this Agreement in accordance with their terms,and shall inure to the benefit of the Company and its affiliates, and each oftheir successors and assigns.

(f)            Severability. In the eventthat any provision contained herein is held to be invalid, prohibited orunenforceable because of the scope, duration or area of applicability, suchprovision shall be ineffective only to the extent of such invalidity,prohibition or unenforceability. Executive and the Company agree that it iseach of their intent and desire that the provisions of Section 6 beenforced to the absolute greatest extent permissible by law, and they eachtherefore agree and request that, to the extent a court determines theseprovisions or any part thereof are unenforceable to any extent, such court mayand should limit the enforcement to discrete geographic territories set forthin Section 6(c), or to specific states in which the Company is doingbusiness, or to specific aspects of the Communications Industry, as listed in Section 6,as the court deems necessary to the enforceability of the letter and intent ofthis Agreement.

7.**             Severability**.If any provision of this Agreement is held to be illegal, invalid orunenforceable under present or future laws, such provision shall be fullyseverable, this Agreement shall be construed and enforced as if such illegal,invalid or unenforceable provision had never comprised a part of thisAgreement, and the remaining provisions of this Agreement shall remain in fullforce and effect and shall not be affected by the illegal, invalid orunenforceable provision or by its severance from this Agreement. This Section 7is intentionally in addition to but not in replacement of Section 6(f) above.

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8.**             Miscellaneous**.

(a)           Counterparts. This Agreementmay be executed in several counterparts each of which is an original. ThisAgreement and any counterpart so executed shall be deemed to be one and thesame instrument. It shall not be necessary in making proof of this Agreement orany counterpart hereof to produce or account for any of the other counterparts.

(b)           Contents of Agreement;Parties-In-Interest. This Agreement sets forth the entire understanding ofthe parties regarding the subject matter hereof. Any previous agreements orunderstandings between the parties regarding the subject matter hereof aremerged into and superseded by this Agreement. All representations, warranties,covenants, terms, conditions and provisions of this Agreement shall be bindingupon and inure to the benefit of and be enforceable by the respective heirs,legal representatives, successors and permitted assigns of the Company and theExecutive. Neither this Agreement nor any rights, interests or obligationshereunder may be assigned by any party without the prior written consent of theother party hereto.

**(c)           NEW YORK LAW TO GOVERN. EXCEPT AS PROVIDED IN SECTION 6(e),THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.**

(d)           Section Headings. Thesection headings herein have been inserted for convenience of reference onlyand shall in no way modify or restrict any of the terms or provisions hereof.

(e)           Notices. All notices,requests, demands and other communications which are required or permittedhereunder shall be sufficient if given in writing and delivered personally orby registered or certified mail, postage prepaid, or by facsimile transmission(with a copy simultaneously sent by registered or certified mail, postageprepaid), as follows (or to such other address as shall be set forth in anotice given in the same manner):

If to the Company, to:

FairPointCommunications, Inc.521 East Morehead Street, Suite 250Charlotte, North Carolina 28202Facsimile: (704) 344-1594Attn: Shirley J. Linn, Esq.

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If to the Executive, to:

Eugene B. Johnson920 Berkeley AvenueCharlotte, North Carolina 28203

(f)            Modification and Waiver. Anyof the terms or conditions of this Agreement may be waived in writing at anytime by the party which is entitled to the benefits thereof, and this Agreementmay be modified or amended at any time by the Company and the Executive. Nosupplement, modification or amendment of this Agreement shall be binding unlessexecuted in writing by each of the parties hereto. No waiver of any of theprovisions of this Agreement shall be deemed or shall constitute a waiver ofany other provision hereof nor shall such waiver constitute a continuingwaiver.

(g)           Third Party Beneficiaries. Exceptas otherwise expressly set forth herein, no individual or entity shall be athird-party beneficiary of the representations, warranties, covenants andagreements made by any party hereto.

(h)           Termination of Prior Arrangements.The parties hereto acknowledge and agree that this Agreement supersedes andterminates all existing employment and severance agreements or arrangementsbetween the Company and/or any of its affiliates and the Executive, includingbut not limited to Executive’s employment agreement with the Company dated asof December 31, 2002.

(i)            Executive’s Legal Fees. Thereasonable costs and expenses for legal services incurred by Executive in thenegotiation and execution of this Agreement shall be paid by the Company.

(j)            Section 409A. If anyamounts payable under this Agreement may result in the application of Section 409Aof the Internal Revenue Code, the Company shall modify the timing of paymentshereunder, if and to the extent necessary in order to comply with theprovisions of such section.

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**IN WITNESS WHEREOF**,the parties hereto have executed or have caused this Agreement to be dulyexecuted as of the date first above written.
|            | **EXECUTIVE**                       |
|------------|-------------------------------------|
| ** ** | ** **                          |
| ** ** | ** **                          |
|       | /s/ Eugene B.  Johnson              |
|       | Eugene B.  Johnson                  |
|       |                                |
|       |                                |
| ** ** | **FAIRPOINT  COMMUNICATIONS, INC.** |
| ** ** | ** **                          |
| ** ** | ** **                          |
|       | By:                                 | /s/ John P.  Crowley |
|       | Name:                               | John P. Crowley |
|       | Title:                              | Chief Financial  Officer |

 

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