0001193125-07-014257 Sample Contracts

PAETEC CORP.
Incentive Stock Option Agreement • January 26th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

PaeTec Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of Class A Common Stock, par value $.01 per share, of the Company (the “Stock”) to the optionee named below. The terms and conditions of this option are set forth in this cover sheet, in the attached term sheet and in the PaeTec Corp. 2001 Stock Option and Incentive Plan (as amended from time to time, the “Plan”) Capitalized terms that are used, but not defined, in this cover sheet or the attached term sheet have the meanings ascribed to such terms in the Plan.

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Senior Grant Team ISO Agreement – Senior Management
Incentive Stock Option Agreement • January 26th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

PaeTec Corp., a Delaware corporation, hereby grants an option to purchase shares of its Class A Common Stock, $.01 par value (the “Stock”), to the optionee named below. The terms and conditions of this option are set forth in this cover sheet, in the Agreement attached to this cover sheet, and in the PaeTec Corp. 2001 Stock Option and Incentive Plan, as it may be amended from time to time (the “Plan”).

PAETEC CORP.
Incentive Stock Option Agreement • January 26th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

PaeTec Corp., a Delaware corporation, hereby grants an option to purchase shares of its Class A Common Stock, $.01 par value (the “Stock”), to the optionee named below. The terms and conditions of this option are set forth in this cover sheet, in the Agreement attached to this cover sheet, and in the PaeTec Corp. 2001 Stock Option and Incentive Plan, as it may be amended from time to time (the “Plan”).

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