Exhibit 10.18



 Exhibit 10.18 
  
 PAETEC CORP. 
  
 Description of Management Compensatory Plans and Arrangements 
  
 Components of Executive Compensation 
  
 The 2005 executive compensation program of PAETEC Corp. includes a base salary, the potential for semi-annual cash bonuses
in accordance with our annual bonus plan and long-term incentive compensation in the form of stock options and potentially other equity-based awards that are authorized for issuance under the PAETEC Corp. Sixth Amended 2001 Stock Option and
Incentive Plan. Our executive officers also are eligible to participate in our 401(k) plan and health plans, each of which is available to all of our regular employees. 
  
 The Compensation Committee of the Board of Directors makes determinations concerning all compensation for Arunas A. Chesonis
and for all equity-based compensation for Bradford M. Bono, Edward J. Butler and Keith M. Wilson. Following consideration of recommendations made by Mr. Chesonis, the Compensation Committee also makes determinations concerning all other compensation
for Messrs. Bono, Butler and Wilson. Mr. Chesonis makes determinations concerning all compensation for Joseph D. Ambersley, Christopher Bantoft, John P. Baron, Richard J. Padulo, Daniel J. Venuti, Timothy J. Bancroft and Jeffrey L. Burke. All
executive compensation determinations are based on an evaluation of the executive officer’s responsibilities, performance, experience and knowledge, and the competitive marketplace for executive talent. 
  
 2005 Compensation for Executives 
  
 We have not entered into written employment agreements with any of our
executive officers. All of our executive officers have entered into a Non-Solicitation, Non-Compete and Confidentiality Agreement in substantially the form filed as Exhibit 10.6 to this Registration Statement on Form S-1. 
  
 For 2005, each executive officer is entitled to receive the base salary set
forth beside the name of such executive officer in the table below. 
  

						
	 Executive Officer

	  	 Title

	  	 2005 Base Salary
 (as of July 11, 2005)


	Arunas A. Chesonis	  	Chairman of the Board, President and Chief Executive Officer	  	$	500,000
			
	Bradford M. Bono	  	Executive Vice President and Director	  	$	330,000









						
	 Executive Officer

	 	 Title

	  	 2005 Base Salary
 (as of July 11, 2005)


	Edward J. Butler, Jr.	 	Executive Vice President	  	$	330,000
			
	Keith M. Wilson	 	Executive Vice President and Chief Financial Officer	  	$	330,000
			
	Joseph D. Ambersley	 	Executive Vice President	  	$	230,000
			
	Christopher Bantoft	 	Executive Vice President	  	$	230,000
			
	John P. Baron	 	Executive Vice President	  	$	250,000
			
	Richard J. Padulo	 	Executive Vice President	  	$	210,000
			
	Daniel J. Venuti	 	Executive Vice President, Secretary and General Counsel	  	$	250,000
			
	Timothy J. Bancroft	 	Executive Vice President and Treasurer	  	$	200,000
			
	Jeffrey L. Burke	 	Executive Vice President	  	$	250,000

  
 Each executive officer
also is eligible for semi-annual cash bonuses in accordance with the terms of our annual bonus plan and, at the discretion of the Compensation Committee or Mr. Chesonis, as applicable, for long-term incentive compensation pursuant to the 2001 Stock
Option and Incentive Plan. In connection with our contemplated initial public offering of common stock, each executive officer is entitled, subject to stockholder approval of an amendment to the 2001 Stock Option and Incentive Plan to increase the
number of shares of Class A common stock issuable thereunder and to the completion of the initial public offering, to receive the long-term incentive compensation set forth opposite the name of such executive officer in the table below. Each of such
awards will vest with respect to 25% of the shares of common stock subject to such awards on each of the first four anniversaries of the date of grant, which will be on or about the day we sign a purchase agreement for the initial public offering.
The exercise price of all options shown will equal the fair market value on the date of grant. 
  

					
	 Executive Officer

	  	Value of
options($)(2)

	  	 Value of
 Restricted Shares($)(2)


	 Arunas A. Chesonis
	  	750,000	  	250,000
			
	 Bradford M. Bono
	  	375,000	  	125,000
			
	 Edward J. Butler, Jr.
	  	225,000	  	75,000
			
	 Keith M. Wilson
	  	375,000	  	125,000
			
	 Joseph D. Ambersley
	  	84,375	  	28,124
			
	 Christopher Bantoft
	  	112,500	  	37,500
			
	 John P. Baron
	  	112,500	  	37,500
			
	 Richard J. Padulo
	  	84,375	  	28,124
			
	 Daniel J. Venuti
	  	225,000	  	75,000
			
	 Timothy J. Bancroft
	  	112,500	  	37,500
			
	 Jeffrey L. Burke
	  	84,375	  	28,124


	 	



	 	(1)	The number of options to purchase common stock will equal the amounts shown divided by the product of (x) .50 multiplied by (y) the initial public offering price.



	 	(2)	The number of restricted shares will equal the amounts shown divided by the initial public offering price per share of common stock. 

  
 In addition, upon completion of the initial public offering and subject to
the stockholder approval described above, Keith M. Wilson is entitled to receive an additional award of restricted shares of common stock that will be equal to 41,184 shares. All of such shares will vest on the third anniversary of the date of
grant. 
  

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