X0202 4 2008-03-03 0001372041 PAETEC Holding Corp. PAET 0001334907 Butler Edward J Jr ONE PAETEC PLAZA 600 WILLOWBROOK OFFICE PARK FAIRPORT NY 14450 0 1 0 0 EVP and COO Common Stock 2008-03-03 4 A 0 30000 0 A 1384790 D Employee Stock Option (right to buy) 7.64 2008-03-03 4 A 0 15000 0 A 2018-03-03 Common Stock 15000 15000 D Reflects an award of restricted stock units which will vest in four equal annual installments beginning on March 3, 2009 subject to the Issuer attaining a specified percentage increase in the Issuer's stock price in the first year. The reporting person was also granted additional restricted stock units not reflected in Table I which will vest in three equal annual installments subject to the satisfaction of other specified performance conditions. Options granted under the Company's Omnibus Stock Plan which will vest in four equal annual installments beginning on March 3, 2009. /s/Charles E. Sieving, Attorney-in-Fact 2008-03-05