ESCROW AGREEMENT

Exhibit 4.3

ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of September 17, 2014 among Frontier Communications Corporation, a Delaware corporation (the “Company”), The Bank of New York Mellon, as Trustee under the Indenture referred to below (in such capacity, the “Trustee”), The Bank of New York Mellon, as escrow agent (in such capacity, the “Escrow Agent”) and J.P. Morgan Securities LLC (the “Representative”), as the representative of the several underwriters listed in Schedule 1 to the Underwriting Agreement (as defined herein) (collectively, the “Underwriters”), for the benefit of the Holders (as defined in the Indenture) of the Notes (as defined herein) issued on the date hereof by the Company under the Indenture referred to below.

W I T N E S S E T H

WHEREAS, the Company and the Underwriters are parties to an Underwriting Agreement dated September 3, 2014 (the “Underwriting Agreement”), pursuant to which the Company will issue and sell to the Underwriters an aggregate of $775,000,000 principal amount of its 6.250% Senior Notes due 2021 (the “2021 Notes”) and an aggregate of $775,000,000 principal amount of its 6.875% Senior Notes due 2025 (the “2025 Notes”, and together with the 2021 Notes, the “Notes”);

WHEREAS, the Company will issue each series of the Notes on the date hereof under a supplemental indenture, supplementing the base indenture dated as of April 9, 2009 between the Company and the Trustee.  Reference to the “Indenture” means the base indenture and each supplemental indenture related to the Notes.

WHEREAS, on the date hereof, pursuant to the Underwriting Agreement, the Underwriters are required to deposit, or direct the deposit, into the Escrow Account (as defined herein) $1,519,000,000 (representing the aggregate purchase price paid to the Company by the Underwriters for the Notes) (the “Net Offering Proceeds”) and, prior to or on the Business Day (as defined herein) prior to the Mandatory Redemption Date (as defined herein), the Company is required to deposit, or direct the deposit, into the Escrow Account the Additional Commitments (as defined herein), which amounts specified, together with the Net Offering Proceeds, shall, at a minimum, be an amount sufficient to redeem the Notes in cash at the Mandatory Redemption Price (as defined herein) on the Mandatory Redemption Date, and shall be held by the Escrow Agent for the benefit of the Trustee and the ratable benefit of the Holders as their interests may appear; 

WHEREAS, in the event that (x) the AT&T Transaction (as defined herein) has not been consummated by 11:59 p.m. (New York City time) on August 17, 2015 or (y) the Stock Purchase Agreement (as defined herein) is terminated in accordance with its terms on or prior to August 17, 2015, the Company shall be required to redeem the Notes at the Mandatory Redemption Price on the Mandatory Redemption Date pursuant to the mandatory redemption provisions of the Indenture (the “Mandatory Redemption Obligations”);

NOW, THEREFORE, in consideration of the premises herein contained, the Company, the Trustee, the Representative (on behalf of the Underwriters) and the Escrow Agent hereby agree, for the benefit of the Trustee and for the ratable benefit of the Holders, as follows:

“Additional Commitments” means an amount in cash equal to (x) the Mandatory Redemption Price minus (y) the aggregate amount of Escrowed Funds as of 9:00 a.m. (New York City time) on the Business Day prior to the Mandatory Redemption Date.

“AT&T Transaction” shall have the meaning ascribed thereto in the Indenture.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law, regulation or executive order to close in New York City.

“Cash Equivalents” means (i) non-interest bearing bank deposits; (ii) interest bearing bank deposits; (iii) investments in any readily accessible money market fund with assets under management of at least $10 billion that invests solely in U.S. Government Securities; provided,  however, that the Escrowed Funds deposited in any such fund may not represent more than 2.0% of the assets in such fund; (iv) investments in any prime money market fund with assets in excess of $20 billion; provided,  however, that the Escrowed Funds deposited in any such fund may not represent more than 2.0% of the assets in such fund; or (v) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than six months from the date hereof or otherwise 60 days from the date of investment. 

“Escrow Account” means the escrow account titled “Frontier Communications Corporation Escrow Account” established hereby with the Escrow Agent.

“Escrow Agent” shall mean the Person named as the “escrow agent” in the first paragraph of this Escrow Agreement until a successor escrow agent shall have become such, in accordance with Section 7 hereof, and thereafter “Escrow Agent” shall mean the Person who is then the Escrow Agent hereunder.

“Escrow End Date” means August 17, 2015.

“Escrowed Funds” means the aggregate amount of the Net Offering Proceeds deposited in the Escrow Account plus the aggregate amount of the Additional Commitments deposited in the Escrow Account, including all investments thereof made hereunder, plus all interest, dividends and other distributions and payments thereon received by the Escrow Agent and not otherwise distributed to the Company pursuant to Section 4(f) hereof.

“Mandatory Redemption Price” means the sum of (i) 100% of the principal amount of the 2021 Notes outstanding and (ii) 100% of the principal amount of the 2025 Notes outstanding,

plus in each case accrued and unpaid interest on the Notes, as calculated in accordance with the terms of the Indenture and the Notes, from and including the date hereof to, but excluding, the Mandatory Redemption Date.

 “Paying Agent” shall have the meaning ascribed thereto in the Indenture.

“Person” or “person” means a natural person, corporation, company, joint venture, individual business trust, trust association, partnership, limited partnership, limited liability company or other entity.

“SEC” means the United States Securities and Exchange Commission.

“Stock Purchase Agreement” shall have the meaning ascribed thereto in the Indenture.

“U.S. Government Securities” means securities that are (i) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America which, in either case, are not callable or redeemable at the option of the issuer thereof and shall also include (a) a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended), as custodian, with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided,  however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt and (b) reverse repurchase agreements in respect of the securities described above.

All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture.

Each of the Company and the Representative (on behalf of the Underwriters) hereby appoint The Bank of New York Mellon as Escrow Agent in accordance with the terms and conditions set forth herein and The Bank of New York Mellon hereby accepts such appointment.  Any and all Escrowed Funds shall be deposited with the Escrow Agent in the Escrow Account, in U.S. Dollars, by wire transfer.  The Escrow Agent shall not be required, or have any duty, to notify anyone of any payment or maturity under the terms of any instrument deposited hereunder, nor to take any legal action to enforce payment of any check, note or security deposited hereunder or to exercise any right or privilege which may be afforded to the holder of any such security.

The Escrow Agent shall establish and maintain the Escrow Account herein provided for in accordance with the terms of this Escrow Agreement.

On the date hereof and concurrently with the closing of the sale of the Notes, the Underwriters shall deposit, or direct the deposit of, at the direction of the Company and pursuant to the Underwriting Agreement, the Net Offering Proceeds into the Escrow Account.  On the Business Day prior to the Mandatory Redemption Date, the Company shall deposit, or direct the deposit of, the Additional Commitments, into the Escrow Account.

Except as otherwise provided by the provisions of Section 4 and Section 9 hereof:

Prior to the occurrence of an Event of Default (as defined in the Indenture), Escrowed Funds held by the Escrow Agent in the Escrow Account shall be invested and reinvested by the Escrow Agent in the name of the Escrow Agent in Cash Equivalents (such investments and reinvestments, the “Escrow Investments”), at the written direction of the Company; and after an Event of Default of which a Responsible Officer (as defined in the Indenture) of the Trustee has received written notice or in the absence of any written direction from the Company, the Escrow Agent shall invest and reinvest the Escrowed Funds held by the Escrow Agent in the Escrow Account in the name of the Escrow Agent in BNY Mellon Cash Reserve.  In no event shall the Escrow Agent or the Company be liable for any loss in the Escrow Investments unless such loss results from Escrowed Funds being invested in investments other than Cash Equivalents or such party’s bad faith, gross negligence or willful misconduct.

The Escrow Agent shall hold the Escrowed Funds in the Escrow Account and release the same only as follows:

The release of the Net Offering Proceeds pursuant to Section 4(a) above is subject to the Company’s confirmation that it expects the AT&T Transaction to be promptly consummated upon release of the Net Offering Proceeds (based solely on the AT&T Transaction Release Certificate confirming that such condition has been satisfied).

The Company shall indemnify, hold harmless and defend the Escrow Agent and its directors, officers, agents and employees, from and against any and all claims, losses, actions, obligations, liabilities, damages, costs and expenses (“Losses”) directly or indirectly arising out of, relating to or in connection with its acceptance of its appointment hereunder or its performance as Escrow Agent (including but not limited to Losses incurred by the Escrow Agent in connection with its successful defense, in whole or in part, of any claim of bad faith, willful misconduct or gross negligence on its part), provided that such Losses do not arise from the Escrow Agent’s bad faith, willful misconduct or gross negligence.

The Company will upon demand pay to the Escrow Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees, expenses and disbursements of its counsel that the Escrow Agent may incur in connection with (a) the review, negotiation and administration of this Escrow Agreement, (b) the exercise or enforcement of any of the rights of the Escrow Agent and the Holders of the Notes hereunder or (c) the failure by any party hereto to perform or observe any of the provisions hereof.  The Escrow Agent’s sole recourse for any payment of fees, expenses or costs is against the Company, and the Escrow Agent has no right to sell, convey or dispose the Escrowed Funds other than in accordance with Section 4 hereof.

Any notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, commercial courier service or telecopier communication, addressed as follows:

If to the Company:

Frontier Communications Corporation
3 High Ridge Park
Stamford, Connecticut 06905
Attn:  Mark D. Nielsen, Esq., General Counsel
Fax:   ###-###-####

With copies to:

Jones Day
222 East 41st Street
New York, NY 10017
Attn: Eric Maki and John Owen
Fax: (212) 755-7306

If to the Escrow Agent:

The Bank of New York Mellon
101 Barclay Street, Floor 7W
New York, NY 10286
Attn:  Corporate Trust Division - Corporate Finance Unit
Fax:   ###-###-####

If to the Trustee:

The Bank of New York Mellon
101 Barclay Street, Floor 7W
New York, NY 10286
Attn:  Corporate Trust Division - Corporate Finance Unit
Fax:   ###-###-####

If to the Underwriters:

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Attn:  Jessica Kearns
Fax:   ###-###-####

With copies to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn:  Corey Chivers
Fax:   ###-###-####

Whenever under the terms hereof the time for giving a notice or performing an act falls upon a day that is not a Business Day, such time shall be extended to the next Business Day.

Except as provided in Section 10.8, this Escrow Agreement may not be used to interpret another pledge, security or debt agreement of the Company or of its subsidiaries and no such

pledge, security or debt agreement (other than the Indenture) may be used to interpret this Escrow Agreement.

The provisions of this Escrow Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Escrow Agreement in any jurisdiction.

The headings in this Escrow Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

This Escrow Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement.

This Escrow Agreement shall be binding upon the Company, Escrow Agent, Trustee, the Representative (on behalf of the Underwriters) and their respective successors, permitted transferees and assigns, and shall inure, together with the rights and remedies of the Escrow Agent hereunder, to the benefit of the Company, Escrow Agent, Trustee, the Underwriters, Holders and their respective successors, permitted transferees and assigns.

Nothing in this Escrow Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Holders and the Trustee on behalf of the Holders, any benefit or any legal or equitable right, remedy or claim under this Escrow Agreement.

Any amendment or waiver of any provision of this Escrow Agreement and any consent to any departure by the Company from any provision of this Escrow Agreement shall be effective only if made or duly given with the written consent of the Escrow Agent, the Trustee and the Company; provided,  however, that no provisions of the Escrow Agreement may be amended or waived in any manner materially adverse to the Holders of either series of the Notes without the written consent of the Holders of a majority in principal amount of the Notes of such series outstanding. None of the Escrow Agent, the Trustee, the Representative or any Holder shall be deemed, by any act, delay, indulgence, omission or otherwise, to have waived any right or remedy hereunder or to have acquiesced in any default of any obligation or in any breach of any

of the terms and conditions hereof.  Failure of the Escrow Agent, the Trustee, the Representative or any Holder to exercise, or delay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Escrow Agent, the Trustee, the Representative or any Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Escrow Agent, the Trustee, the Representative or such Holder would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

To the extent a term or provision of this Escrow Agreement conflicts with the Indenture, the Indenture shall control with respect to the subject matter of such term or provision.  Acceptance of or acquiescence in a course of performance rendered under this Escrow Agreement shall not be relevant to determine the meaning of this Escrow Agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection.  Regardless of any provision in any such customer agreement, the State of New York shall be deemed to be the Escrow Agent’s location for purposes of this Escrow Agreement.

Anything herein to the contrary notwithstanding, (a) all representations, warranties and covenants of the Company contained herein shall survive the execution and delivery of this Escrow Agreement, and shall terminate only upon the termination of this Escrow Agreement, and (b) the obligations of the Company under Sections 8 and 9 hereof shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

The Company waives presentment and demand for payment of the Mandatory Redemption Obligations, protest and notice of dishonor or default with respect to the Mandatory

Redemption Obligations, and all other notices to which the Company might otherwise be entitled, except as otherwise expressly provided herein or in the Indenture.

The Escrow Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Escrow Agent by the terms hereof, together with such powers as are reasonably incident thereto.

This Escrow Agreement, together with the terms of the Indenture expressly referred to herein, is intended by the parties as a final expression of this Escrow Agreement and is intended as a complete and exclusive statement of the terms and conditions thereof.

No Holder shall have any independent rights hereunder other than those rights granted to individual Holders pursuant to the applicable sections of the Indenture; provided that nothing in this subsection shall limit any rights granted to the Escrow Agent under the Notes or the Indenture.

THIS ESCROW AGREEMENT AND THE ESCROW ACCOUNT WILL BE INTERPRETED, CONSTRUED, ENFORCED AND ADMINISTERED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE PARTIES HEREBY SUBMIT TO THE PERSONAL JURISDICTION OF, AND EACH AGREES THAT ALL PROCEEDINGS RELATING HERETO WILL BE BROUGHT IN COURTS LOCATED WITHIN, THE CITY AND STATE OF NEW YORK.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS ESCROW AGREEMENT.  EACH OF THE PARTIES (OTHER THAN THE TRUSTEE AND THE ESCROW AGENT) WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO IT AT THE ADDRESS LAST SPECIFIED FOR NOTICES HEREUNDER, AND SUCH SERVICE WILL BE DEEMED COMPLETED TEN (10) CALENDAR DAYS AFTER THE SAME IS SO MAILED.

In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering and the Customer Identification Program (“CIP”) requirements

under the USA PATRIOT Act and its implementing regulations, pursuant to which the Escrow Agent must obtain, verify and record information that allows the Escrow Agent to identify customers (“Applicable Law”), the Escrow Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Escrow Agent.  Accordingly, each party hereto agrees to provide to the Escrow Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Escrow Agent to comply with Applicable Law, including, but not limited to, information as to name, physical address, tax identification number and other information that will help the Escrow Agent to identify and verify such party hereto such as organizational documents, certificates of good standing, licenses to do business or other pertinent identifying information.  Each party hereto understands and agrees that the Escrow Agent cannot open the Escrow Account unless and until the Escrow Agent verifies the identities of the parties hereto in accordance with its CIP.

The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”).  The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers.  The Company consents to the disclosure of and authorizes the Escrow Agent to disclose information regarding the Company to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information, in connection with the Centralized Functions.  In addition, the BNY Mellon Group may aggregate the Company’s data with other data collected and/or calculated by the BNY Mellon Group and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies the Company or the Company’s data with Company.  In addition, the Escrow Agent may store the names and business addresses of the Company’s employees on the systems or in the records of the BNY Mellon Group or its service providers for purposes of the Centralized Functions, and the Company consents and is authorized to consent to such storage and confirms that the disclosure to and storage by the BNY Mellon Group of such information does not violate any relevant data protection legislation.

With respect to securities issued in the United States, the Shareholders Communications Act of 1985 (the “Act”) requires Escrow Agent to disclose to the issuers, upon their request, the name, address and securities position of its Depositor who are (a) the “beneficial owners” (as defined in the Act) of the issuer’s securities, if the beneficial owner does not object to such disclosure, or (b) acting as a “respondent bank” (as defined in the Act) with respect to the securities. (Under the Act, “respondent banks” do not have the option of objecting to such disclosure upon the issuers’ request.) The Act defines a “beneficial owner” as any person who has, or shares, the power to vote a security (pursuant to an agreement or otherwise), or who directs the voting of a security. The Act defines a “respondent bank” as any bank, association or

other entity that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits such securities for safekeeping with a bank, such as Escrow Agent. Under the Act, Depositor is either the “beneficial owner” or a “respondent bank.”

[ ] Depositor is the “beneficial owner,” as defined in the Act, of the securities to be held by Escrow Agent hereunder.

[ ] Depositor is not the beneficial owner of the securities to be held by Escrow Agent, but is acting as a “respondent bank,” as

defined in the Act, with respect to the securities to be held by Escrow Agent hereunder.

IF NO BOX IS CHECKED, ESCROW AGENT SHALL ASSUME THAT THE COMPANY AS DEPOSITOR IS THE BENEFICIAL OWNER OF THE SECURITIES.

For beneficial owners of the securities only:

[ ] Depositor objects

[ ] Depositor does not object

to the disclosure of its name, address and securities position to any issuer which requests such information pursuant to the Act for the specific purpose of direct communications between such issuer and Depositor.

IF NO BOX IS CHECKED, ESCROW AGENT SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES A CONTRARY WRITTEN INSTRUCTION FROM THE COMPANY AS DEPOSITOR.

With respect to securities issued outside of the United States, information shall be released to issuers only if required by law or regulation of the particular country in which the securities are located.

The Depositor agrees to disseminate in a timely manner any proxies or requests for voting instructions, other proxy soliciting material, information statements, and/or annual reports that it receives to any other beneficial owners.

IN WITNESS WHEREOF, the Company, the Trustee, the Escrow Agent and the Representative have each caused this Escrow Agreement to be duly executed and delivered as of the date first above written.

EXHIBIT A

FORM OF AT&T TRANSACTION RELEASE CERTIFICATE

OFFICER’S CERTIFICATE

OF

FRONTIER COMMUNICATIONS CORPORATION

__________ __, 201__

This certificate is being delivered pursuant to Section 4(a) of the Escrow Agreement dated as of September 17, 2014 (the “Escrow Agreement”), among Frontier Communications Corporation, a Delaware corporation (the “Company”), The Bank of New York Mellon, as Escrow Agent (the “Escrow Agent”), The Bank of New York Mellon, as Trustee under the Indenture referred to in the Escrow Agreement (the “Trustee”) and J.P. Morgan Securities LLC (the “Representative”), as the representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement (as defined in the Escrow Agreement) (collectively, the “Underwriters”).  Unless otherwise indicated, capitalized terms used but not defined herein have the respective meanings specified in Escrow Agreement.

_________________, on behalf of the Company and not in a personal capacity, hereby certifies to the Escrow Agent, the Trustee and the Representative and directs the Escrow Agent as follows:

1.The AT&T Transaction is expected to be consummated promptly upon release of the Escrowed Funds.

2.The Company hereby directs the Escrow Agent to disburse the Escrowed Funds as instructed below.

Disbursement Instructions:

The Net Offering Proceeds shall be disbursed in accordance with the Company’s written direction, delivered separately to the Escrow Agent.

[Signature page follows]

IN WITNESS WHEREOF, the Company, through its undersigned officer, has signed this officer’s certificate as of the date first above written.

EXHIBIT B

FORM OF AT&T TRANSACTION CONFIRMATION CERTIFICATE

OFFICER’S CERTIFICATE

OF

FRONTIER COMMUNICATIONS CORPORATION

_____________ __, 201__

This certificate is being delivered pursuant to Section 4(a) of the Escrow Agreement dated as of September 17, 2014 (the “Escrow Agreement”), among Frontier Communications Corporation, a Delaware corporation (the “Company”), The Bank of New York Mellon, as Escrow Agent (the “Escrow Agent”), The Bank of New York Mellon, as Trustee under the Indenture referred to in the Escrow Agreement (the “Trustee”) and J.P. Morgan Securities LLC (the “Representative”), as the representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement (as defined in the Escrow Agreement) (collectively, the “Underwriters”).  Unless otherwise indicated, capitalized terms used but not defined herein have the respective meanings specified in Escrow Agreement.

_________________, on behalf of the Company and not in a personal capacity, does hereby certify to the Escrow Agent, the Trustee and the Representative that, as of the date hereof, the AT&T Transaction has been consummated.

IN WITNESS WHEREOF, the Company, through the undersigned officer, has signed this officer’s certificate as of the date first above written.

EXHIBIT C

FORM OF TERMINATION CERTIFICATE

OF

FRONTIER COMMUNICATIONS CORPORATION

__________ __, 201__

This certificate is being delivered pursuant to Section 4(b) of the Escrow Agreement dated as of September 17, 2014 (the “Escrow Agreement”), among Frontier Communications Corporation, a Delaware corporation (the “Company”), The Bank of New York Mellon, as Escrow Agent (the “Escrow Agent”), The Bank of New York Mellon, as Trustee under the Indenture referred to in the Escrow Agreement (the “Trustee”) and J.P. Morgan Securities LLC (the “Representative”), as the representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement (as defined in the Escrow Agreement) (collectively, the “Underwriters”).  Unless otherwise indicated, capitalized terms used but not defined herein have the respective meanings specified in Escrow Agreement.

_________________, on behalf of the Company and not in a personal capacity, hereby certifies to the Escrow Agent, the Trustee and the Representative and directs the Escrow Agent as follows:

The Stock Purchase Agreement was terminated pursuant to its terms on [            ].

[Signature page follows]

IN WITNESS WHEREOF, the Company, through the undersigned officer, has signed this officer’s certificate as of the date first above written.