0001193125-08-071300 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

This Indemnification Agreement (“Agreement”) is made as of December 6, 2007 by and between PAETEC Holding Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).

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EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT
Non-Competition and Severance Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

THIS EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT (together with the annexes and exhibit attached hereto, this “Agreement”) is entered into as of the date set forth on the signature page hereto between PAETEC Holding Corp., a Delaware corporation (“PAETEC Holding”), and (“you”).

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MCLEODUSA INCORPORATED STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

STOCK OPTION AGREEMENT (the “Agreement”) by and between McLeodUSA Incorporated (the “Company”) and [NAME] (the “Optionee”), dated as of [DATE] (the “Date of Grant”) under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the “Plan”).

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INDEMNITY AGREEMENT BETWEEN MCLEODUSA INCORPORATED AND DATED AS OF
Indemnity Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

This Indemnity Agreement (this “Agreement”) is entered into as of [ ] between McLeodUSA, Inc., a Delaware corporation (the “Corporation”), and [ ] (“Director”), a director of the Corporation.

Sample 1
AMENDMENT NO. 1 TO BOARD MEMBERSHIP AGREEMENT
Board Membership Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

THIS AMENDMENT NO. 1 TO BOARD MEMBERSHIP AGREEMENT, dated as of March 10, 2008 (this “Amendment”), is by and among PAETEC Holding Corp. (the “Company”), each person listed in the signature pages hereof under the heading “Fidelity Stockholders” (collectively, the “Fidelity Stockholders”) and each person listed on the signature pages hereof under the heading “Wayzata Stockholders” (collectively, the “Wayzata Stockholders”).

Sample 1
MCLEODUSA INCORPORATED STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

STOCK OPTION AGREEMENT (the “Agreement”) by and between McLeodUSA Incorporated (the “Company”) and [NAME] (the “Optionee”), dated as of [DATE] (the “Date of Grant”) under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the “Plan”).

Sample 1
INCREMENTAL TERM LOAN COMMITMENT AGREEMENT MERRILL LYNCH CAPITAL CORPORATION CIT LENDING SERVICES CORPORATION GENERAL ELECTRIC CAPITAL CORPORATION
Letter Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
Sample 1
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