Exhibit 99.5
 FAIRPOINT COMMUNICATIONS, INC.
 INSIDER TRADING POLICY
 and Guidelines with Respect to
Certain Transactions in Company Securities
 
 Policy Company
 Applicability of Policy
 Family Members Exchange Act
 Insider Trading Compliance Officer
 Definition of Material Nonpublic Information




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o
    
    Financial results;o
    
    Projections of future earnings or losses;o
    
    News of a pending or proposed merger, acquisition or tender offer;o
    
    News of a pending or proposed acquisition or disposition of significant assets;o
    
    Actions of regulatory agencies;o
    
    News of a pending or proposed acquisition or disposition of a subsidiary;o
    
    Impending bankruptcy or financial liquidity problems;o
    
    Gain or loss of a significant customer or supplier;o
    
    Significant energy generation or supply problems;o
    
    Significant pricing changes;o
    
    Stock splits and stock repurchase programs;o
    
    New equity or debt offerings;o
    
    Significant litigation exposure due to actual or threatened litigation; ando
    
    Changes in senior management.
 Material Nonpublic Information
 Statement of Policy  General Policy
  Specific Policies
 1. Trading on Material Nonpublic Information . Trading Day




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2. Tipping .
 3. Confidentiality of Nonpublic Information .
 Potential Criminal and Civil Liability  and/or Disciplinary Action
 4. Liability for Insider Trading
 
    
    up to 20 years in jail;
    
    a criminal fine of up to $5,000,000;
    
    a civil penalty of up to $1,000,000 or, if greater, 3 times the profit gained or
loss avoided; and
    
    SEC civil enforcement injunctions.
 5. Liability for Tipping . tippers tippee
 6. Control Persons .
 
    
    a civil penalty of up to 3 times the profit gained or loss avoided as a result of
the employees violation; and
    
    a criminal penalty of up to $25,000,000.
 7. Possible Company-Imposed Disciplinary Actions .




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Mandatory Guidelines
 8. Trading Blackout Period . Designated
Insiders Blackout Period:




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9. Pre-clearance of Trades .
     10. Individual Responsibility .




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Certain Exceptions
 11. Stock Options Exercises .
 12. 401(k)Plan .
 13. Employee Stock Purchase Plan
 14. Dividend Reinvestment Plan .
 Applicability of Policy to Inside Information  Regarding Other Companies
 business
partners




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Section 16 Liability  Directors and Officers
 Exchange Act
 The rules on recovery of short-swing profits are absolute and do not depend on whether a
person has Material Nonpublic Information.
 Publicly Traded Options
  Hedging or Monetization Transactions




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Margin Accounts and Pledges
  Post-Termination Transactions
  Communications with the Public




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Inquiries
  slinn@fairpoint.com ssowell@fairpoint.com
 Certifications




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CERTIFICATIONS
  1.
 2.




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EXHIBIT A
 FAIRPOINT COMMUNICATIONS, INC.  PRE-CLEARANCE REQUEST FORM
 To: FairPoint Communications, Inc. (the Company)
Insider Trading Compliance OfficerFrom:Re: Proposed transaction in the Companys Securities
   
  
  
    Dated:
    
    
    
    Very truly yours,[Signature][Print Name]Approved:Insider Trading Compliance Officer