FairPoint Communications 2004 Annual Report Download - page 125

Group, Inc., Investment and Financial Advisory Services since 1996. Ms. Corbin has also served as a director for the Erie Insurance
Company since 1999.
 Mr. Hauser has served as a director of our company since February 2005. He is currently the CFO and Group Vice
President of Duke Energy Corp., where he has been employed for 30 years. Mr. Hauser is a certified public accountant and a certified
purchasing manager. He is a board member of the Blumenthal Performing Arts Center and is a member of the planning board of the
Business Advisory Council for the University of North Carolina at Charlotte, the planning committee for the Motorsports Testing and
Research Complex Project, the North Carolina Association of Certified Public Accountants and the American Institute of Certified Public
Accountants.
 Dr. Lilly has served as a director of our company since February 2005. Dr. Lilly is currently dean and James J. Harris
Chair of Risk Management and Insurance in The Belk College of Business Administration at The University of North Carolina at Charlotte.
Dr. Lilly has served as Assistant Deputy Insurance Commissioner for the State of Georgia and as a director of several corporations. Mr. Lilly
currently serves as a director of Erie Insurance Company. He holds the Chartered Property Casualty Underwriters and Chartered Life
Underwriter designations and is a member of numerous professional associations.
 Mr. Weldon has served as a director of our company since January 2000. He is currently a Managing Director of
Thomas H. Lee Partners, L.P. Mr. Weldon worked at the firm from 1991 to 1993 and rejoined it in 1995. Prior to 1991, Mr. Weldon worked at
Morgan Stanley & Co. Incorporated in the Corporate Finance Department. Mr. Weldon is a director of Michael Foods, Inc., Nortek, Inc. and
Syratech Corporation. Mr. Weldon has been designated to the board of directors by Thomas H. Lee Equity Fund IV, L.P., which we refer to as
THL Equity Fund, pursuant to its designation rights under our nominating agreement.
Pursuant to our restated certificate of incorporation, our board of directors is divided into three classes. The members of each class, other
than the members initially serving as Class I directors or Class II directors, will serve for a staggered three-year term. Upon the expiration of
the term of a class of directors, directors in that class will be elected for a three-year term at the annual meeting of stockholders in the year in
which their term expires. The classes are comprised as follows:
• Eugene B. Johnson and Patricia Garrison-Corbin are Class I directors whose terms will expire at the first
annual meeting of stockholders held after the closing of the offering;
• Frank K. Bynum, Jr. and David L. Hauser are Class II directors whose terms will expire at the second
annual meeting of stockholders held after the closing of the offering; and
• Kent R. Weldon and Claude C. Lilly are Class III directors whose terms will expire at the third annual
meeting of stockholders held after the closing of the offering.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as
nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of
delaying or preventing changes in control of the company.
In connection with the offering, we entered into a nominating agreement with THL Equity Fund, Kelso Investment Associates and Kelso
Equity Partners pursuant to which we, acting through our corporate governance committee, agreed, subject to the requirements of our
directors' fiduciary duties, that (i) THL Equity Fund will be entitled to designate one Class III director to be nominated for election to our board
of directors and Kelso Investment Associates and Kelso Equity Partners will be entitled to designate one Class II director to be nominated for
election to our board of directors as
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