(11) Stock Plans:

At March 31, 2013, we had five stock-based compensation plans under which grants were made and awards remained outstanding. No further awards may be granted under three of the plans: the 1996 Equity Incentive Plan (the 1996 EIP), the Amended and Restated 2000 Equity Incentive Plan (the 2000 EIP) and the Deferred Fee Plan. At March 31, 2013, there were 12,540,761 shares authorized for grant and 2,002,671 shares available for grant under the 2009 Equity Incentive Plan (the 2009 EIP) and the Directors' Equity Plan.

Performance Shares

On February 15, 2012, the Company's Compensation Committee, in consultation with the other non-management directors of the Company's Board of Directors and the Committee's independent executive compensation consultant, adopted the Frontier Long-Term Incentive Plan (the "LTIP"). LTIP awards are granted in the form of performance shares. The LTIP is offered under the Company's 2009 Equity Incentive Plan and participants consist of senior vice presidents and above. The LTIP awards have performance, market and time-vesting conditions.

Beginning in 2012, during the first 90 days of a three-year performance period (a "Measurement Period"), a target number of performance shares are awarded to each LTIP participant with respect to the Measurement Period. The performance metrics under the LTIP are (1) annual targets for operating cash flow based on a goal set during the first 90 days of each year in the three-year Measurement Period and (2) an overall performance "modifier" set during the first 90 days of the Measurement Period, based on the Company's total return to stockholders (i.e., Total Shareholder Return or "TSR") relative to the Integrated Telecommunications Services Group (GICS Code 50101020) for the three-year Measurement Period. Operating cash flow performance is determined at the end of each year and the annual results will be averaged at the end of the three-year Measurement Period to determine the preliminary number of shares earned under the LTIP award. The TSR performance measure is then applied to decrease or increase payouts based on the Company's three year relative TSR performance. LTIP awards, to the extent earned, will be paid out in the form of common stock shortly following the end of the three-year Measurement Period.

On February 15, 2012, the Compensation Committee granted 930,020 performance shares under the LTIP for the 2012-2014 Measurement Period and set the operating cash flow performance goal for the first year in that Measurement Period and the TSR modifier for the three-year Measurement Period. On February 27, 2013, the Compensation Committee approved 1,123,966 target performance shares under the LTIP for the 2013-2015 Measurement Period and set the operating cash flow performance goal for 2013, which applies to the first year of the 2013-2015 Measurement Period and the second year of the 2012-2014 Measurement Period. The performance share awards approved in February 2013 will be granted upon stockholder approval of the Company's 2013 Equity Incentive Plan at the Annual Meeting of Stockholders to be held on May 8, 2013. The number of shares of common stock earned at the end of each three-year Measurement Period may be more or less than the number of target performance shares granted as a result of operating cash flow and TSR performance. An executive must maintain a satisfactory performance rating during the Measurement Period and must be employed by the Company at the end of the three-year Measurement Period in order for the award to vest. The Compensation Committee will determine the number of shares earned for each three year Measurement Period in February of the year following the end of the Measurement Period.

For the three months ended March 31, 2013, the Company recognized an expense of $0.3 million for the LTIP.

Restricted Stock

The following summary presents information regarding unvested restricted stock as of March 31, 2013 and changes during the three months then ended with regard to restricted stock under the 2009 EIP:

					Weighted
					Average
		Number of			Grant Date				Aggregate
		Shares			Fair Value				Fair Value
Balance at January 1, 2013		7,049,000	$	8		6.08		$	30,169,000
	Restricted stock granted (a)	521,000	$		4.09		$		2,077,000
	Restricted stock vested	(1,806,000)	$		6.50		$		7,205,000
	Restricted stock forfeited	(422,000)	$		5.69
Balance at March 31, 2013		5,342,000	$		5.77		$		21,316,000

(a) Amount excludes 2,845,000 restricted shares approved by the Compensation Committee on February 27, 2013. These restricted stock awards approved in February 2013 will be granted upon stockholder approval of the Company's 2013 Equity Incentive Plan at the Annual Meeting of Stockholders to be held on May 8, 2013.

For purposes of determining compensation expense, the fair value of each restricted stock grant is estimated based on the average of the high and low market price of a share of our common stock on the date of grant. Total remaining unrecognized compensation cost associated with unvested restricted stock awards at March 31, 2013 was $22.9 million and the weighted average period over which this cost is expected to be recognized is approximately 2 years.

Shares granted during the first three months of 2012 totaled 3,667,000. The total fair value of shares granted and vested at March 31, 2012 was approximately $15.3 million and $4.7 million, respectively. The total fair value of unvested restricted stock at March 31, 2012 was $30.7 million. The weighted average grant date fair value of restricted shares granted during the three months ended March 31, 2012 was $4.22.

Stock Options

The following summary presents information regarding outstanding stock options as of March 31, 2013 and changes during the three months then ended with regard to options under the 2000 EIP and the 2009 EIP:

				Weighted	Weighted
		Shares		Average	Average		Aggregate
		Subject to		Option Price	Remaining		Intrinsic
		Option		Per Share	Life in Years		Value
Balance at January 1, 2013		540,000	$	10.99	0.9	$	-
	Options granted	-	$	-
	Options exercised	-	$	-
	Options canceled, forfeited or lapsed	(14,000)	$	12.30
Balance at March 31, 2013		526,000	$	10.96	0.6	$	-

Exercisable at March 31, 2013		526,000	$	10.96	0.6	$	-

There were no stock options granted during the first three months of 2012. There was no intrinsic value for the stock options outstanding and exercisable at March 31, 2012.