PAETEC HOLDING CORP. 2007 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT

Incentive Stock Option

This option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and will be interpreted accordingly. If you cease to be an employee of the Company, its parent or a subsidiary (“Employee”) but continue to provide Service, this option will be deemed a non-qualified stock option three (3) months after you cease to be an Employee. In addition, to the extent that all or part of this option exceeds the $100,000 rule of Section 422(d) of the Code, this option or the lesser excess part will be deemed to be a non-qualified stock option.

Vesting

This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares that is not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.

Your right to purchase shares of Stock under this option will vest as to one fourth (  ¹ / 4 ) of the total number of shares covered by this option, as shown on the cover sheet, on the first-year anniversary of the Vesting Start Date (the “Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the number of shares of Stock which you may purchase under this option will vest at the rate of one fourth (  ¹ / 4 ) per year as of each subsequent Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and you cannot vest in more than the number of shares covered by this option.

No additional shares of Stock will vest after your Service has terminated for any reason, except as described below.

Term

This option will expire in any event at the close of business at Company headquarters on the day before the tenth (10 ^th ) anniversary of the Grant Date, as shown on the cover sheet; provided, however, that if you are a Ten Percent Stockholder, an option granted to you that is intended to be an incentive stock option will expire at the close of business at Company headquarters on the day before the fifth (5 ^th ) anniversary of the Grant Date. This option may expire earlier if your Service terminates, as described below.

Voluntary Termination

If your Service terminates for any reason, other than death, Disability, Cause (as determined by the Board and defined in your Executive Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement dated February 22, 2008, as amended from time to time (your “Confidentiality Agreement”)), without Cause or Good Reason (as defined in your Confidentiality Agreement), then this option will expire at the close of business at Company headquarters on the 90 ^th day after your termination date.

Termination for Cause

If your Service is terminated for Cause, then you will immediately forfeit all rights to this option and the option will immediately expire.

Termination for Good Reason or Without Cause

If your Service is terminated by you for Good Reason or by the Company without Cause, this option will continue to vest during the period, not to exceed two (2) years following your termination from Service, during which you continue to comply with the covenants set forth in Section 3 of your Confidentiality Agreement (the “Extended Vesting Period”) and will expire at the close of business at Company headquarters on the 90 ^th day after the last day of the Extended Vesting Period.

Death

If your Service terminates because of your death, then this option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of death. During that twelve-month period, your estate or heirs may exercise all or any portion of this option that was vested as of the date of death.

In addition, if you die during the 90-day period described in connection with a voluntary termination ( i.e ., a termination of your Service not on account of your death, Disability, Cause, without Cause or Good Reason), and a vested portion of this option has not yet been exercised, then this option will instead expire on the date that is twelve (12) months after your termination date. In such a case, during the period following your death up to the date that is twelve (12) months after your termination date, your estate or heirs may exercise all or any portion of this option that was vested as of the date of your termination of employment with the Company.

Disability

If your Service terminates because of your Disability, then this option will expire at the close of business at Company headquarters on the date that is twelve (12) months after your termination date. During that twelve-month period, you may exercise all or any portion of this option that was vested as of your termination date.

Change in Control

Fifteen (15) days prior to the scheduled consummation of a Change of Control Transaction (as defined in your Confidentiality Agreement), regardless of whether the transaction is also a Corporate Transaction (as defined in the Plan), your option shall become immediately exercisable and shall remain exercisable until the consummation of such Change of Control Transaction.