0001193125-11-182646 Sample Contracts

PAETEC HOLDING CORP.
Restricted Stock Unit Agreement • July 6th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone)

PAETEC Holding Corp., a Delaware corporation (the “Company”), hereby grants stock units for shares of the common stock, par value $.01 per share, of the Company (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attached term sheet. Additional terms and conditions of the Award are set forth in this cover sheet, in the attached term sheet (together with this cover sheet and any schedules attached hereto, the “Agreement”) and in the PAETEC Holding Corp. 2011 Omnibus Incentive Plan (the “Plan”).

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AMENDMENT TO EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT
Executive Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement • July 6th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

Amendment to Executive Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement dated as of July __, 2011 (this “Amendment”) made among PAETEC Holding Corp., a Delaware corporation and its subsidiaries, and the Senior Officer of the Company set forth on the signature page hereof (“you”).

PAETEC HOLDING CORP.
Incentive Stock Option Agreement • July 6th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone)

PAETEC Holding Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of the common stock, par value $.01 per share, of the Company (the “Stock”) to the Grantee named below. The terms and conditions of the option are set forth in this cover sheet, in the attached term sheet (together with this cover sheet, the “Agreement”), and in the PAETEC Holding Corp. 2011 Omnibus Incentive Plan (the “Plan”).

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