PAETEC Holding Corp., a Delaware corporation (the “Company”), has granted you an Award of restricted stock units (the “Restricted Stock Units”) for shares of the common stock, par value $.01 per share, of the Company (the “Stock”) pursuant to the PAETEC Holding Corp. 2011 Omnibus Incentive Plan (the “Plan”). The information concerning the number of Restricted Stock Units granted to you, the grant date, and the vesting schedule are set forth in the document entitled “Notification of Grant Award” (the “Notification”) sent to you by the Company’s equity plan administrator, Merrill Lynch. The terms of the award as set forth in the Notification are governed by the Plan as well as the terms contained in this Restricted Stock Unit Agreement (the “Agreement”).

Carefully review all of the terms and conditions described in this Agreement and in the Plan. You are deemed to have accepted the Award as described in the Notification and to agree to all of the terms and conditions described in the Agreement and in the Plan. Should you wish to reject the award and thereby forfeit any and all rights under the Plan you must email stockoptions@paetec.com within 90 days after the Grant Date.

Your right to the Stock under the Award will vest according to the vesting schedule set forth in the Notification beginning on the first year anniversary of the Grant Date, provided you then continue in Service. The resulting aggregate number of vested shares will be rounded to the nearest whole number (with 0.5 of a share rounded down), and you may not vest in more than the number of shares covered by the Award. Please see Schedule 1 attached hereto for vesting schedule examples.

Your right to the Stock under the Award will become 100% vested upon your termination of Service, if your Service terminates as a result of your death or Disability. No Stock will vest after your Service has terminated for any reason other than as a result of your death or Disability.

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The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meanings set forth in the Plan.

This Agreement, the Notification and the Plan constitute the entire understanding between you and the Company regarding this Award of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this Award of Restricted Stock Units are superseded. In the event any provision of this Agreement or the Notification should appear to be inconsistent with the Plan, the Plan will control.

In order to administer the Plan, the Company may process personal data about you. Such data include, but are not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.

By receiving the Award, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed (including, with respect to non-U.S. resident Grantees, to the United States) to transferees who will include the Company and other persons who are designated by the Company to administer the Plan.