Exhibit 2.1

AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 5, dated as of February 25, 2008 (this “Amendment”), to the Agreement and Plan of Merger, dated as of January 15, 2007, as amended (the “Merger Agreement”), by and among VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”), NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”), and FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Company”), is entered into by and among Verizon, Spinco and the Company.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Merger Agreement.

WHEREAS, Verizon has exercised its right under Section 2.4(e) of the Distribution Agreement, dated as of January 15, 2007, by and between Verizon and Spinco (as amended, the “Distribution Agreement”) to cause certain changes to be made to the structure of the transactions contemplated by the Distribution Agreement;

WHEREAS, certain amendments to the Merger Agreement are required to reflect the amended structure of the transactions contemplated by the Distribution Agreement; and

WHEREAS, the Company, Verizon and Spinco desire to extend the term of the Merger Agreement.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.             Amendments to Recitals. The Recitals are hereby amended and restated in their entirety to read as follows:

“WHEREAS, Spinco is a newly formed, wholly-owned, direct Subsidiary of Verizon and, immediately prior to the Distribution Date, shall be a wholly-owned, direct Subsidiary of Verizon New England Inc., a New York corporation (“Verizon New England”);

WHEREAS, on or prior to the Distribution Date (as such term, and each other capitalized term used herein and not defined, is defined in Article I hereof), and subject to the terms and conditions set forth in the Distribution Agreement entered into by and between Verizon and Spinco on the date hereof (the “Distribution Agreement”), Verizon New England, which is a wholly-owned, direct Subsidiary of NYNEX Corporation, a Delaware corporation (“NYNEX”), which is a wholly-owned, direct Subsidiary of Verizon, will cause the formation of Northern New England Telephone Operations LLC (“ILEC Spinco Subsidiary”), which will be a wholly-owned direct Subsidiary of Verizon New England;

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WHEREAS, on or prior to the Distribution Date, Verizon New England will transfer to ILEC Spinco Subsidiary certain Spinco Assets and Spinco Liabilities in the manner set forth in the Distribution Agreement;

WHEREAS, on or prior to the Distribution Date, certain Subsidiaries of Verizon will transfer to Verizon, via intercompany dividends or sales or otherwise, certain Spinco Assets and Spinco Liabilities relating to the non-ILEC portion of the Spinco Business in the manner set forth in the Distribution Agreement (the “Internal Restructuring”);

WHEREAS, on or prior to the Distribution Date, (a) Spinco will issue to Verizon New England shares of the Spinco Common Stock (as defined in the Distribution Agreement) and distribute to Verizon New England the Spinco Securities (as defined in the Distribution Agreement) and pay to Verizon New England the Special Payment (as defined in the Distribution Agreement), all of which will occur in exchange for Verizon New England transferring to Spinco the membership interests of ILEC Spinco Subsidiary in the manner set forth in the Distribution Agreement (the transactions described in clause (a) of this recital, collectively, the “Internal Contribution”) and (b) Verizon New England will thereafter distribute all Spinco Common Stock to NYNEX (such distribution, together with the Internal Contribution, the “First Internal Spinoff”), which in turn will distribute all Spinco Common Stock to Verizon (the “Second Internal Spinoff” and, together with the First Internal Spinoff, the “Internal Spinoffs”);

WHEREAS, upon the terms and subject to the conditions set forth in the Distribution Agreement, on the Distribution Date following the Second Internal Spinoff, Verizon will (a) contribute to Spinco certain Spinco Assets and Spinco Liabilities relating to the non-ILEC portion of the Spinco Business (the “Contribution” and, together with the Internal Contribution, the “Contributions”), all of which will be immediately contributed by Spinco to its wholly-owned subsidiary, Enhanced Communications of Northern New England Inc., a Delaware corporation, and (b) distribute all of the issued and outstanding shares of Spinco Common Stock to the Distribution Agent for the benefit of the holders of the outstanding Verizon Common Stock (the “Distribution”);

WHEREAS, at the Effective Time, the parties will effect the merger of Spinco with and into the Company, with the Company continuing as the surviving corporation, all upon the terms and subject to the conditions set forth herein;

WHEREAS, (a) the Board of Directors of the Company (i) has determined that the Merger and this Agreement are advisable, fair to, and in the best interests of, the Company and its stockholders and has approved this Agreement and the transactions contemplated thereby, including the Merger, and the issuance of shares of Company Common Stock pursuant to the Merger, and (ii) has recommended the adoption by the stockholders of the Company of this Agreement and the approval of the transactions contemplated hereby, and (b) the stockholders of the Company have adopted this Agreement and approved the transactions contemplated hereby;

WHEREAS, (a) the Board of Directors of Spinco has (i) determined that the Merger and this Agreement are advisable, fair to and in the best interests of Spinco and

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its sole stockholder, and has approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby, including the Contributions, the Debt Exchange (as defined in the Distribution Agreement), the Distribution and the Merger, and (ii) recommended the adoption by its sole stockholder of this Agreement and the approval of the transactions contemplated hereby, and (b) the sole stockholder of Spinco has adopted this Agreement and approved the transactions contemplated hereby;

WHEREAS, the Board of Directors of Verizon has approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby, including the Internal Spinoffs, the Internal Restructuring, the Contributions, the Distribution, the Debt Exchange and the Merger;

WHEREAS, prior to the execution of this Agreement, as an inducement to Verizon’s willingness to enter into this Agreement and incur the obligations set forth herein, the Company’s stockholders who are parties to the Nominating Agreement have entered into the Termination Agreement, dated as of January 15, 2007 (the “Termination Agreement”), pursuant to which such stockholders have agreed, among other things, to cause their designees to the Board of Directors of the Company to resign by no later than immediately prior to the Effective Time and to terminate the Nominating Agreement effective immediately prior to the Effective Time;

WHEREAS, the parties to this Agreement intend that (i) the First Internal Spinoff qualify as a reorganization under Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”) and a distribution eligible for nonrecognition under Sections 355(a) and 361(c) of the Code; (ii) the Second Internal Spinoff qualify as a distribution eligible for nonrecognition under Sections 355(a) and 355(c) of the Code; (iii) the Contribution, together with the Distribution, qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code; (iv) the Distribution qualify as a distribution of Spinco stock to Verizon stockholders eligible for nonrecognition under Sections 355(a) and 361(c) of the Code; (v) no gain or loss be recognized by Verizon or Verizon New England for federal income tax purposes in connection with the receipt of the Spinco Securities or the consummation of the Debt Exchange; (vi) the Special Payment qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, to the extent that Verizon New England distributes the Special Payment to its creditors and/or shareholders in connection with the Internal Contribution; (vii) the Merger qualify as a tax-free reorganization pursuant to Section 368 of the Code; and (viii) no gain or loss be recognized as a result of such transactions for federal income tax purposes by any of Verizon, Spinco, and their respective stockholders and Subsidiaries (except to the extent of cash received in lieu of fractional shares); and

WHEREAS, the parties to this Agreement intend that throughout the internal restructurings taken in contemplation of this Agreement, including the Internal Spinoffs and Internal Restructuring, the Contributions and the Distribution, and throughout the Merger, the Spinco Employees shall maintain uninterrupted continuity of employment, compensation and benefits, and also for union represented employees, uninterrupted

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continuity of coverage under their collective bargaining agreements, in each case as described in the Employee Matters Agreement.

NOW, THEREFORE, in consideration of these premises, the representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:”

2.             Amendments to Article I.

(a)           Section 1.59 is hereby amended and restated in its entirety to read as follows:

“‘Distribution Tax Opinion’ means a written opinion of Verizon Tax Counsel, addressed to Verizon and Spinco and dated as of the Distribution Date, in form and substance reasonably satisfactory to Verizon and (solely with respect to issues as to whether Spinco recognizes gain or loss) the Company, to the effect that (i) each of the Internal Spinoffs will qualify as a distribution eligible for nonrecognition under Sections 355(a), 355(c) and/or 361(c) of the Code, as applicable, (ii) the Distribution will qualify as a distribution of Spinco stock to the stockholders of Verizon eligible for nonrecognition under Sections 355(a) and 361(c) of the Code, pursuant to which no gain or loss will be recognized for federal income tax purposes by any of Verizon, Spinco or the stockholders of Verizon, except as to cash received in lieu of fractional shares by the stockholders of Verizon, and (iii) neither Verizon nor Verizon New England will recognize gain or loss for federal income tax purposes in connection with the receipt of the Spinco Securities or the consummation of the Debt Exchange.”

(b)           Section 1.94 is hereby amended and restated in its entirety to read as follows:

                “‘IRS Ruling’ means a private letter ruling from the IRS to the effect that (i) the First Internal Spinoff will qualify as a reorganization under Section 368(a)(1)(D) of the Code and a distribution eligible for nonrecognition under Sections 355(a) and 361(c) of the Code; (ii) the Second Internal Spinoff will qualify as a distribution eligible for nonrecognition under Sections 355(a) and 355(c) of the Code; (iii) the Contribution, together with the Distribution, will qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code; (iv) the Distribution will qualify as a distribution of Spinco stock to Verizon stockholders eligible for nonrecognition under Sections 355(a) and 361(c) of the Code; (v) neither Verizon nor Verizon New England will recognize gain or loss for federal income tax purposes in connection with the receipt of the Spinco Securities or the consummation of the Debt Exchange; (vi) the Special Payment will qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, to the extent that Verizon New England distributes the Special Payment to its creditors and/or shareholders in connection with the Internal Contribution; and (vii) no gain or loss will be recognized as a result of such transactions for federal income tax purposes by any of Verizon,

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Spinco, and their respective stockholders and Subsidiaries (except to the extent of cash received in lieu of fractional shares).”

(c)           Section 1.61 is hereby amended and restated in its entirety to read as follows:

“‘Distribution Transfer Taxes’ means any sales, use, transfer, registration, recording, stamp, value added or other similar taxes or fees arising out of or attributable to the Internal Spinoffs, the Contributions, the Distribution, the Debt Exchange or the Internal Restructuring.”

(d)           Section 1.166 is hereby amended and restated in its entirety to read as follows:

“‘Spinco Owned Real Property’ means all Owned Real Property of Spinco or Spinco Subsidiaries after giving effect to the Contributions.”

(e)           Section 1.171 is hereby amended and restated in its entirety to read as follows:

“‘Spinco Subsidiaries’ means all direct and indirect Subsidiaries of Spinco immediately following the Internal Contribution.”

(f)            Article I is hereby amended by adding the following Section 1.48A:

“‘Contributions’ has the meaning set forth in the recitals hereto.”

(g)           Article I is hereby amended by adding the following Section 1.90A:

                “‘Internal Contribution’ has the meaning set forth in the recitals hereto.”

3.             Termination Date.  Section 9.1(b), as amended in Amendment 1 to the Merger Agreement, dated as of April 20, 2007, is hereby amended and restated to read in its entirety as follows:

“(b)  by any party hereto if the Effective Time shall not have occurred on or before March 31, 2008, provided that to the extent all closing conditions herein are capable of  being satisfied as of such time other than the condition regarding receipt of Telecommunications Regulatory Consents, such period may be extended by the mutual written agreement of Verizon and the Company for one 30 day period expiring on April 30, 2008, and, if such condition is still unsatisfied on April 30, 2008 and if the parties’ mutually agree in writing, for a 31 day period expiring on May 31, 2008; provided, further, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to such date has been a substantial cause of, or substantially contributed to, the failure of the Merger to have become effective on or before such date;”

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4.             Other Amendments.

(a)           Each of Section 5.1 through 5.3 is hereby amended by making conforming changes to reflect ILEC Spinco Subsidiary’s status as a limited liability company organized under the laws of Delaware.

(b)           Each of Sections 5.17, 5.18, 7.6(f), 7.7, 7.8(c), 7.8(f) and 8.1(a) is hereby amended by replacing the word “Contribution” each place it appears in such Section with the word “Contributions”.

(c)           Each of Sections 7.2(a), 7.2(e), 8.1(g) and 8.1(h) is hereby amended by replacing the phrase “the Contribution” each place it appears in such Section with the phrase “either of the Contributions”.

5.             Amendment to Distribution Agreement.  The Company hereby acknowledges the terms of and consents to the amendment, in the form attached hereto as Exhibit A, to the Distribution Agreement.

6.             Confirmation of Merger Agreement.  Other than as expressly modified pursuant to this Amendment, all provisions of the Merger Agreement remain unmodified and in full force and effect.  The provisions of Article XI of the Merger Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

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Exhibit A

AMENDMENT NO. 4 TO DISTRIBUTION AGREEMENT

This AMENDMENT NO. 4, dated as of February 25, 2008 (this “Amendment”) to the Distribution Agreement, dated as of January 15, 2007 (the “Distribution Agreement”), by and between VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”) and NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”) as amended, is entered into by and between Verizon and Spinco.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Distribution Agreement.

WHEREAS, Verizon has exercised its right under Section 2.4(e) of the Distribution Agreement to elect an alternative structure for the transactions contemplated by the Distribution Agreement;

WHEREAS, the IRS Ruling (as defined in the Agreement and Plan of Merger, dated as of January 15, 2007, as amended, by and among Verizon, Spinco and FairPoint Communications, Inc.) has been received and approves such alternative structure;

WHEREAS, as provided under Section 2.4(e), certain amendments to the Distribution Agreement are required to reflect the alternative structure that has been elected by Verizon and approved by the IRS Ruling; and

WHEREAS, in light of the fact that Verizon has undertaken the preparation of an information statement (the “Information Statement”) as part of Spinco’s Registration Statement on Form 10, the parties wish to allocate a portion of the responsibility for the printing, mailing and related costs of the Information Statement to Spinco.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

1.             Amendments to Recitals.  The fourth, fifth, sixth and seventh Recitals are hereby amended and restated to read in their entirety as follows:

                “WHEREAS, prior to the Distribution (as defined herein) upon the terms and subject to the conditions set forth in this Agreement, Verizon will, pursuant to a series of restructuring transactions that will occur prior to the Distribution, (a) transfer or cause to be transferred (i) by one or more of its Subsidiaries to Spinco and (ii) by Spinco to the Non-ILEC Spinco Subsidiary (as defined herein) and to one or more wholly-owned Subsidiaries of the Non-ILEC Spinco Subsidiary (as may be designated by the Non-ILEC Spinco Subsidiary) all of the Non-ILEC Spinco Assets (as defined herein), each such transfer to be subject to the assumption by such entity or entities of the Non-ILEC Spinco Liabilities (as defined herein) and (b) transfer or cause to be transferred by Verizon New England Inc., a New York corporation (“Verizon New England”) to the ILEC Spinco Subsidiary (as defined herein) and to one or more wholly-owned Subsidiaries of the ILEC Spinco Subsidiary (as may be designated by the ILEC Spinco Subsidiary) all of the ILEC Spinco Assets (as defined herein), subject to the assumption by such entity or

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entities of the ILEC Spinco Liabilities (as defined herein), and shall transfer or cause to be transferred to the ILEC Spinco Subsidiary to Spinco;

                WHEREAS, in exchange for the transfers contemplated by the immediately preceding recital, Spinco will upon the terms and subject to the conditions set forth in this Agreement (a) distribute to Verizon New England the Spinco Securities (as defined herein) and (b) pay to Verizon New England the Special Payment (as defined herein), all upon the terms and subject to the conditions set forth herein (the transactions described in this recital and in the immediately preceding recital, collectively, the “Contribution”);

                WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, Verizon will distribute (the “Distribution”) all of the issued and outstanding shares of common stock, par value $.10 per share, of Spinco (“Spinco Common Stock”) to the holders as of the Record Date (as defined herein) of the outstanding shares of common stock, par value $.10 per share, of Verizon (“Verizon Common Stock”) and, to the extent applicable, to such persons who received Verizon Common Stock pursuant to the exercise of Record Date Options (as defined below);

                WHEREAS, the parties to this Agreement intend that (i) the First Internal Spinoff (as defined in the Merger Agreement) qualify as a reorganization under Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”) and a distribution eligible for nonrecognition under Sections 355(a) and 361(c) of the Code; (ii) the Second Internal Spinoff (as defined in the Merger Agreement) qualify as a distribution eligible for nonrecognition under Sections 355(a) and 355(c) of the Code; (iii) the Contribution, together with the Distribution, qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code; (iv) the Distribution qualify as a distribution of Spinco stock to Verizon stockholders eligible for nonrecognition under Sections 355(a) and 361(c) of the Code, (v) no gain or loss be recognized by Verizon or Verizon New England for federal income tax purposes in connection with the receipt of the Spinco Securities (as defined herein) or the consummation of the Debt Exchange (as defined herein); (vi) the Special Payment qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, to the extent that Verizon distributes the Special Payment to its creditors and/or shareholders in connection with the Contribution, (vii) the Merger qualify as a tax-free reorganization pursuant to Section 368 of the Code; and (viii) no gain or loss be recognized as a result of such transactions for federal income tax purposes by any of Verizon, Spinco, and their respective stockholders and Subsidiaries (except to the extent of cash received in lieu of fractional shares); and”

2.             Amendments to Article I.

(a)           The definition of “Current Liabilities” set forth in Section 1.1 is hereby amended and restated to read in its entirety as follows:

“Current Liabilities” means the total current liabilities of Spinco and the Spinco Subsidiaries, determined in accordance with the last sentence of  Section 5.1(a), as of the

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opening of business on the Distribution Date, but excluding (i) the current portion of any Indebtedness and excluding all Spinco Debt Expenses, (ii) the expenses allocated to Spinco pursuant to the proviso of Section 10.2 of this Agreement, and (iii) for the avoidance of doubt, any amounts that are the responsibility of the Surviving Corporation pursuant to Section 11.1 of the Merger Agreement.

(b)           The definition of “ILEC Spinco Subsidiary” set forth in Section 1.1 is hereby amended and restated to read in its entirety as follows:

“‘ILEC Spinco Subsidiary’ means Northern New England Telephone Operations LLC, a Delaware limited liability company.”

(c)           Section 1.1 is hereby amended to add the following defined term in alphabetical order:

“‘Information Statement’ means the information statement forming part of Spinco’s Registration Statement on Form 10.

(d)           The definition of “Spinco Securities” set forth in Section 1.1 is hereby amended and restated to read in its entirety as follows:

                “‘Spinco Securities’ means the notes to be issued by Spinco to Verizon New England, as contemplated in Section 2.4 hereof and having the principal terms set forth on Exhibit C hereto and other terms determined in accordance with Section 7.20 of the Merger Agreement.”

(e)           The definition of “Special Payment” set forth in Section 1.1, as amended in Amendment 2 to the Distribution Agreement, dated as of June 28, 2007, is hereby amended and restated to read in its entirety as follows:

“‘Special Payment’ means a payment that shall be made by Spinco to Verizon New England in an amount to be set forth in a certificate delivered by Verizon New England to Spinco, with a copy to the Company, no later than 30 days prior to the Distribution Date, which amount shall not exceed Verizon New England’s estimate of its tax basis in Spinco.”

3.             Amendments to Section 2.4. Section 2.4, as amended in Amendment 2 to the Distribution Agreement, dated as of June 28, 2007, is hereby amended and restated in its entirety to read as follows:

“Special Payment; New Financing; Debt Exchange.

i.                       [Intentionally omitted]

ii.                    At or prior to the Distribution Date, in exchange for Verizon New England’s transfer to Spinco of the ILEC Spinco Subsidiary, Spinco will (i) enter into the agreements associated with the New Financing and use a portion of the proceeds thereof to pay the Special Payment, (ii) distribute Spinco Securities to Verizon

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New England and (iii) pay to Verizon New England the amount of the Special Payment.  The principal amount of the Spinco Securities will be an amount equal to (x) $1.7 billion less (y) the amount of the Special Payment, with the precise aggregate principal amount of the Spinco Securities to be set forth on a certificate to be delivered by Verizon New England to Spinco, with a copy to the Company, no later than 30 days prior to the Distribution Date.

iii.                 The rights and obligations of the parties in respect of pursuing and obtaining the New Financing are set forth in the Merger Agreement, and no additional rights or obligations shall be deemed to arise under this Agreement in connection therewith.

iv.                The parties acknowledge that (i) Verizon New England intends to (A) transfer the Spinco Securities to its creditors (all of which shall be members of the Verizon Group) in exchange for outstanding intercompany debt obligations of Verizon New England and/or (B) distribute the Spinco Securities to its sole shareholder, NYNEX (as defined in the Merger Agreement), (ii) Verizon intends to obtain the Spinco Securities from such transferees of Verizon New England in one or more intercompany transactions, and (iii) Verizon intends to enter into arrangements prior to or following the Distribution Date providing for the exchange of outstanding Spinco Securities for debt obligations of Verizon or its Affiliates or the transfer of Spinco Securities to other Verizon creditors or stockholders (the “Debt Exchange”), provided that the parties further acknowledge that (x) if Verizon desires to consummate the Debt Exchange concurrently with the Distribution, Verizon shall not be obligated to consummate the Distribution unless Verizon shall have entered into such arrangements and the Debt Exchange shall be consummated concurrently with the Distribution and (y) if Verizon elects not to pursue the Debt Exchange at the time of the Distribution or thereafter, Verizon may dispose of the Spinco Securities in another manner, but will in any event dispose of all of its interest in the Spinco Securities within 360 days following the Distribution Date.

v.                   [Intentionally Omitted]

vi.                The parties recognize that Spinco and the Company desire that as of the time of the distribution the amount of Current Assets exceeds the amount of Current Liabilities and therefore Verizon agrees to use commercially reasonable efforts to conduct the Spinco Business in a manner that would cause Current Assets to exceed Current Liabilities as of the time of the Distribution.

vii.             Verizon shall pay all Spinco Debt Expenses (i) on the Closing Date or (ii) on such subsequent date when the fees and expenses payable to lenders or the lenders’ advisors pursuant to the terms of the New Financing (or Alternative Financing) in connection with the consummation of the New Financing (or Alternative Financing), other than the Spinco Debt Expenses, are paid by the Surviving Corporation.”

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4.             Amendments to Section 4.2.  Section 4.2 is hereby amended and restated in its entirety to read as follows:

                “Spinco Reclassification and Internal Spin-Offs.  Immediately prior to the First Internal Spin-off, Verizon shall cause Spinco to, and Spinco shall, issue to Verizon New England such number of shares of Spinco Common Stock, including, if applicable, by reclassifying the outstanding shares of Spinco Common Stock or by declaring a dividend payable to Verizon New England in shares of Spinco Common Stock (the “Reclassification”), for the purpose of increasing the outstanding shares of Spinco Common Stock such that, immediately prior to the First Internal Spin-off, Spinco will have outstanding an aggregate number of shares of Spinco Common Stock to be determined by Verizon and Spinco prior to the Distribution to be subsequently distributed by Verizon in the Distribution.  Immediately prior to the Distribution, Verizon New England shall distribute all of its shares of Spinco Common Stock to NYNEX in the First Internal Spin-off, and NYNEX shall distribute all of such shares to Verizon in the Second Internal Spin-off.”

5.             Amendment to Section 10.2.  Section 10.2 is hereby amended and restated in its entirety to read as follows:

“Section 10.2         Expenses.  All fees and expenses and any other costs incurred by the parties in connection with the transactions contemplated hereby and by the Transaction Agreements shall be paid as set forth in Section 11.1 of the Merger Agreement, provided, however, that Spinco shall reimburse Verizon for and indemnify Verizon against, all costs invoiced by a financial printer in connection with the preparation and filing of the Information Statement, including all amendments thereto and any Current Report on Form 8-K that shall be filed by Spinco which shall include the Information Statement as an exhibit thereto, and all costs of preparing, printing and delivering the Information Statement to Verizon’s record and beneficial stockholders and all other related fees and expenses.  If the Distribution occurs, (i) to the extent that invoices from Verizon for such costs, fees and expenses shall be available and furnished to Spinco on or prior to the Closing Date, Spinco or the Surviving Corporation shall reimburse Verizon for such costs on the Closing Date, and (ii) to the extent that invoices from Verizon for such costs, fees and expenses are provided by Verizon to the Surviving Corporation following the Closing Date, the Surviving Corporation shall reimburse Verizon for such costs within five Business Days following receipt of such invoices from Verizon.”

6.             Confirmation of Distribution Agreement.  Other than as expressly modified pursuant to this Amendment, all provisions of the Distribution Agreement remain unmodified and in full force and effect.  The provisions of Article X of the Distribution Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

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