UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 (Amendment No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-16805
  
  RCN Corporation
 (Exact name of registrant as
    specified in charter)
  Delaware

22-3498533(State or other jurisdiction
    of
    incorporation or organization)196 Van Buren Street, Herndon, VA(Address of principal
    executive offices)

(I.R.S. Employer
    Identification No.)20170(Zip
    Code)   Registrants telephone number, including area code:
 (703) 434-8200
  Securities Registered Pursuant to Section 12(b) of the
    Act:
 None
  Securities Registered Pursuant to Section 12(g) of the
    Act:
  Common stock, par value $0.01 per share
 (Title of Classes)
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o  Rule 12b-2 o þ
    þ o
  DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





RCN
    CORPORATION AND SUBSIDIARIESForm 10-K/A
    Annual Report
    For the year ended December 31, 2009
    (Amendment No. 1)
  Table of Contents
   
 Explanatory Note


3PART IIIItem 10


Directors, Executive Officers and Corporate
    Governance


4Item 11


Executive Compensation


12Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


31Item 13


Certain Relationships and Related Transactions,
    and Director Independence


35Item 14


Principal Accounting Fees and Services


36PART IVItem 15


Exhibits and Financial Statement Schedules


37SIGNATURES


S-1INDEX TO EXHIBITS


E-1   2




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Explanatory
    Note  Form 10-K/A Form 10-K Form 10-K
 3




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##### 



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Information
    About Our Directors
    Director
    Qualifications
      4




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##### 



DirectorName of Director

Age



SincePeter D. Aquino


49


Mr. Aquino is President and Chief Executive Officer of RCN
    Corporation and has been a board member since December 2004.
    Under his leadership, RCN has expanded beyond the competitive
    residential Triple Play cable business and into enterprise and
    carrier accounts primarily through utilizing existing RCN fiber
    and through acquisitions, including: Starpower in
    Washington, D.C., ConEd Communications in New York, and
    Northeast Optical Networks (NEON) in New England.  Prior to
    joining RCN, Mr. Aquino was Senior Managing Director of
    Communications Technology Advisors LLC, focused on restructuring
    telecom and media companies from 2001 to 2004.  During
    RCNs restructuring in 2003 and 2004, the Company retained
    Mr. Aquino as its operations advisor, and later named him
    President and CEO as part of the new management team at
    emergence from bankruptcy in December 2004.
    Mr. Aquinos international experience includes the
    launch of Veninfotel (now NetUno) in Caracas, Venezuela and
    eight other cities from 1995 through 2000. As Veninfotels
    Chief Operating Officer, Mr. Aquino led the design,
    construction, and operation of the first integrated Triple Play
    and fiber private network company in Latin America.   Prior to
    living overseas, Mr. Aquino worked at Bell Atlantic (now
    Verizon) from 1983 to 1995. There he advanced through various
    departments including: finance, marketing, regulatory, and
    ultimately corporate development in the early 1990s focused on
    cable and wireless acquisitions.  Mr. Aquino is a graduate
    of Montclair State University in New Jersey and the Graduate
    School of Business at George Washington University in
    Washington, D.C.  He currently serves on the boards of
    Primus Telecom and the United Way of America.  We believe
    Mr. Aquinos qualifications to serve on our Board of
    Directors include his more than 25 years of experience in
    the telecommunications industry, including five years as our
    Chief Executive Officer.


2004José A. Cecin, Jr.


46


Mr. Cecin is Executive Vice President and Chief Operating
    Officer of RCN Corporation and has been a board member since
    April 2009.  Prior to assuming his current position as Chief
    Operating Officer in September 2009, Mr. Cecin was the
    President and founder of Lumina Advisors, a strategy, operations
    and corporate development advisory company.  From 2003 to 2008,
    Mr. Cecin was Managing Director and Group Head of the
    Communications Investment Banking practice at BB&T Capital
    Markets, the investment banking division of BB&T
    Corporation.  In 1999, he
    co-founded
    Cambrian Communications, a facilities-based telecommunications
    service provider, where he served as Chief Operating Officer.
    Mr. Cecin was also a founder of Wave International, a
    financier and builder of telecommunications infrastructure in
    emerging markets, where from 1996 to 1999 he helped acquire,
    fund and build out competitive telecommunications infrastructure
    in Venezuelas five largest cities.  Mr. Cecin also
    previously served as Managing Director of Corporate Development
    at Bell Atlantic Corporation (now Verizon).  Mr. Cecin is a
    director of Arbinet-the Exchange Inc.  From 2008 to 2010, he
    served as an independent director of SkyTerra Communications, a
    satellite services company.  From 2004 to 2007, he served as a
    director of NEON Group, Inc., which was acquired by RCN in
    2007.  He also served as an officer in the United States
    Armys
    25th

    Infantry Division.  Mr. Cecin earned a BS degree in
    Electrical Engineering from the United States Military Academy
    at West Point and an MBA from Stanford University.   We believe
    Mr. Cecins qualifications to serve on our Board of
    Directors include his experience in both the telecommunications
    and finance sectors, as well as his service on the Board of
    Directors of other public companies.


2009 5




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##### 



DirectorName of Director

Age



SinceKurt M. Cellar


40


Since January 2008, Mr. Cellar has been a consultant to
    companies in the telecommunications, retail, home building and
    insurance industries.  He has extensive experience in
    telecommunications as both an investor and board member.  As the
    lead director in Telcove (formerly known as Adelphia Business
    Solutions), he was instrumental in the companys
    turnaround, growth and eventual sale to Level 3 Communications.
    Mr. Cellar worked for the hedge fund Bay Harbour Management L.C.
    from 1999 to 2008 and was partner and portfolio manager from
    2003 until 2008. Prior to joining Bay Harbour, Mr. Cellar was
    with the private equity firm Remy Investors. Before that, he was
    a strategy consultant at LEK/Alcar.  He is currently a director
    of Home Buyers Warranty.  Mr. Cellar has a Masters in Business
    Administration from the Wharton School of Business and a BA in
    Economics/Business from the University of California, Los
    Angeles. Mr. Cellar is a Chartered Financial Analyst.  We
    believe Mr. Cellars qualifications to serve on our Board
    of Directors include his expertise in the telecommunications
    sector and his financial acumen.


2009Benjamin C. Duster, IV


49


Mr. Duster owns and manages B. Duster & Company, LLC, a
    strategic and financial consulting firm located in Atlanta,
    Georgia. He is also a senior advisor at Watermark Advisors LLC,
    a broker-dealer headquartered in Greenville, South Carolina
    specializing in providing mergers and acquisitions, private
    capital financing, valuation, and financial and strategic
    modeling solutions to middle market, privately-owned businesses.
    From October 2001 through May 2005, Mr. Duster was a partner at
    Masson & Company, LLC, an interim and crisis management and
    financial restructuring firm and has extensive experience in
    turnaround management and restructuring. From 1997 to 2001, Mr.
    Duster was a Managing Director at Wachovia Securities where he
    headed the Mergers & Acquisitions advisory business
    focusing on middle market companies. From 1980 to 1997, Mr.
    Duster was at Salomon Brothers Inc., where his positions
    included associate in Salomons proprietary Venture Capital
    Group and, later, Vice President in the Mergers &
    Acquisitions Group specializing in bankruptcy reorganizations,
    financial restructurings and acquisitions of distressed
    companies. Mr. Duster is a graduate of Yale College, Harvard
    Business School and Harvard Law School. He served as Chairman of
    the Board of Algoma Steel, Inc. from February 2002 through June
    2007, and currently serves as a director of Catalyst, Inc. and
    River Cities Capital Fund as an Advisory Board member.  We
    believe that Mr. Dusters qualifications to serve on
    our Board of Directors include his extensive financial advisory
    experience across a number of sectors.


2004 6




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##### 



DirectorName of Director

Age



SinceLee S. Hillman


54


Since 2003, Mr. Hillman has served as President of Liberation
    Advisory Group and Liberation Management Services, both private
    management consulting firms. Since January 2009, Mr. Hillman has
    also served as Chief Executive Officer of Performance Health
    Systems, LLC, an early-stage business distributing bioDensity
    branded, specialty health and exercise equipment. From February
    2006 to May 2008, Mr. Hillman served as Executive Chairman and
    Chief Executive Officer of Power Plate International, a global
    business manufacturing and distributing high-tech, Power Plate
    branded health and exercise equipment. From 2005 to February
    2006, he was President of Power Plate North America, then the
    exclusive, independent distributor of Power Plate International
    in North America. From 1996 to 2002 Mr. Hillman served as
    Chief Executive Officer, President and a director (and from 2000
    to 2002 Chairman of the Board) of Bally Total Fitness Holding
    Corporation, a publicly-traded operator of health and fitness
    clubs, and from 1991 to 1996, he was Executive Vice President
    and Chief Financial Officer of Bally Entertainment Corporation,
    a publicly-traded diversified operator of hotels, casino resorts
    and other leisure properties. Mr. Hillman is a graduate of the
    Wharton School of Finance of the University of Pennsylvania and
    the Graduate School of Business of the University of Chicago.
    Mr. Hillman serves as a director of Lawson Products Inc. and a
    trustee of Adelphia Recovery Trust.  We believe Mr.
    Hillmans qualifications to serve on the Board of Directors
    include his considerable experience in the consumer-service
    industry and financial restructuring, as well as his corporate
    governance expertise.


2004Charles E. Levine


57


Mr. Levine was appointed to the RCN Board of Directors in July
    2008.  He is an independent director of technology focused
    companies and a management consultant. Mr. Levine has developed
    brands for large businesses, most notably Sprint PCS (now Sprint
    Nextel) and AT&T.  Mr. Levine began his career at Procter
    & Gamble Company, where he managed leading brands, and
    General Electric, where he rose to the position of general
    manager, Home Control Products, Consumer Electronics. He has
    held senior management positions at CAD Forms Technology and
    Octel Communications (now part of Lucent). He currently serves
    as Chairman of the Board of Directors of Openwave Systems and
    Sierra Wireless.  He also serves on the board of Sagem Wireless
    in Paris. Mr. Levine holds a masters degree in business
    administration (Marketing) from the J.L. Kellogg Graduate School
    of Management-Northwestern University, and a bachelors
    degree in Economics from Trinity College.  We believe Mr.
    Levines qualifications to serve on the Board of Directors
    include his extensive marketing experience in the consumer goods
    sector, as well as his executive leadership experience.


2008Casimir S. Skrzypczak


69


Mr. Skrzypczak is the former Senior Vice President of Customer
    Advocacy for Cisco Systems.  He was responsible for the delivery
    and support of Ciscos Products and Solutions for the
    Service Provider Market.  He also oversaw Ciscos worldwide
    Professional Services Group.  Prior to assuming this position,
    he was Corporate Vice President and Group President of
    Professional Services at Telecordia Technologies.  Mr.
    Skrzypczak was formerly the president -- NYNEX Science &
    Technology and vice president  Network &
    Technology Planning responsible for the formulation of
    NYNEXs technology plans and network architecture,
    including the management and direction of its standards
    strategies and activities, and for the direction of NYNEXs
    research and development programs, including the operation of
    the NYNEX Science & Technology Center. He is a widely
    recognized expert on telecommunications network planning and
    evolution.   Mr. Skrzypczak serves on the board of RF
    Microdevices and JDS Uniphase Corporation.   Mr. Skrzypczak
    holds a bachelors degree in mechanical engineering from
    Villanova University and a masters degree in operations
    research from Hofstra University.  He served as a Lieutenant in
    the U.S. Navy from 1963-1967.  We believe Mr. Skrzypczaks
    qualifications to serve on the Board of Directors include his
    many years of experience  in the technology sector and his
    operational expertise.


2009 7




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##### 



DirectorName of Director

Age



SinceDaniel Tseung


38


Mr. Tseung currently serves as Managing Director at Sun Hung Kai
    Properties Direct Investments Ltd., the private equity division
    of Sun Hung Kai Properties Group, one of Asias largest
    conglomerates, which he joined in 2000 and whose business
    interests include telecommunications, real estate, financial
    services and infrastructure.  From 1997 to 2000, Mr. Tseung
    worked in the Technology & Communications Group of GE
    Equity, the private equity arm of GE Capital and from 1993 to
    1995, at DE Shaw, a major global hedge fund.  He also serves as
    a director of Owens Corning, a Fortune 500 company and
    world leader in supplying building materials and composite
    solutions, and Chinacast Education Corporation, a premier
    educational services provider in the Peoples Republic of
    China. Mr. Tseung holds a bachelors degree from Princeton
    University and a masters degree from Harvard University.
    We believe Mr. Tseungs qualifications to serve on the
    Board of Directors include his experience in the financial and
    investment sectors.


2004   Corporate
    Governance
    Corporate
    Governance Guidelines
  www.rcn.com
  Board
    Leadership Structure
      Board
    Oversight of Risk
   8




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Director
    Attendance
    Contacting
    the Board of Directors
    Committees
  Committee
    Composition
    Executive
    Committee
   9




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##### 



Nominating/Corporate
    Governance Committee
      Compensation
    Committee
    Audit
    Committee
   10




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##### 



Special
    Committee
      Executive
    Officers of the Company
  Peter D. Aquino
  Jose A. Cecin,
  Michael T. Sicoli
  Felipe Alvarez, IP-based start-up
  PK Ramani
 11




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Richard Ramlall
  Leslie Sears
  Code of
    Business Conduct
  www.rcn.com Form 8-K.
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Background
     12




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##### 



Compensation
    Philosophy
  pay-for-performance
         13




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##### 



value-for-value grant-by-grant
    
    base salary;
    short-term bonus; and
    equity compensation.         14




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
    overall performance and effectiveness;
    increases or decreases in functional responsibilities from prior
    years;
    remaining unvested equity compensation;
    value of vested options;
    the availability of qualified successors to the
    executive; and
    developments in compensation practices at comparable companies,
    as well as at other companies that pose a recruitment threat to
    us for our key employees.    Components
    of Executive Compensation
  Salary.
  Annual Bonus.
 15




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##### 



Percentage of





AchievementPerformance Metric

Annual Bonus


2009 Target


Percentage($ in millions)Revenue


33.3
%


783



69
%EBITDA


33.3
%


220



109
%Free Cash Flow(1)


33.3
%


50



115
%     (1)
    
    Excluding changes in working capital and other.  and/or
    Percentage ofEmployee Business Unit

Performance Category

2010 BonusResidential/SMB

Total Company Results


25
%Residential/SMB Segment Results


25
%Residential/SMB Market/Group Results


50
%RCN Metro

Total Company Results


25
%RCN Metro Segment Results


75
%Corporate

Total Company Results


100
%  16




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##### 



Equity Compensation.
    30-day
     17




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##### 



Other
    Benefits
    Severance
    Payments
    ,
 18




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##### 



Change
    of Control
          Accelerated Equity


Total EquityCompensation


Compensation


Tax-Related Gross


Continued MedicalExecutive

Severance ($)


Value(1)($)


Value(1)(2)($)


Up(3)($)


Benefits ($)Peter D. Aquino(4)


2,400,000



6,751,347



8,667,457



0



22,779Jose A. Cecin(5)


853,125



1,519,716



1,571,840



0



17,085Michael T. Sicoli(6)


866,250



1,579,771



2,330,070



0



17,085Felipe Alvarez


375,000



794,269



892,733



0



0PK Ramani


331,338



819,645



967,553



0



11,701John D. Filipowicz(7)


375,000



226,000



NA



0



0  19




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##### 



(1)
    
    Based on the difference between stock option exercise price and
    an assumed transaction price of $10.85 per share, and not giving
    effect to any applicable federal, state, or local taxes
    applicable to such proceeds. With respect to shares that were
    not vested as of December 31, 2009, amounts do not give
    effect to any reduction in shares in respect of applicable
    taxes. Amounts include the benefit of a dividend of $9.33 per
    share applicable to shares of restricted stock outstanding and
    unvested as of December 31, 2009.(2)
    
    For the portion of any grant of restricted stock or restricted
    stock units that vested prior to December 31, 2009, amounts
    give effect to reduction in the overall shares held by such
    executive due to the repurchase of shares of such grant by the
    Company sufficient to cover any applicable tax withholding on
    the vesting date.(3)
    
    Represents payments to which the executive would be entitled
    pursuant to his employment agreement with the Company or the
    Severance Plan. Actual payments and the assumptions used in
    arriving at such amounts can only be determined at the time of
    such executives termination or a change of control and may
    differ materially from the amounts that would be set forth in
    this table based on assumptions as of December 31, 2009.
    Does not include any cost to the executive of non-competition or
    other restrictive covenants. Mr. Cecin is not entitled to
    any tax related gross up under the terms of his employment
    agreement.(4)
    
    Assuming that Mr. Aquino was terminated other than for
    cause (as defined in his employment agreement with the Company),
    amounts reflected under Severance are equal to two
    years of salary and bonus, as contemplated by his
    December 21, 2007 employment agreement.(5)
    
    Assuming that Mr. Cecin was terminated other than for cause
    (as defined in his employment agreement with the Company),
    amounts reflected under Severance are equal to
    1.5 years of salary and bonus, as contemplated by his
    September 28, 2009 employment agreement.(6)
    
    Assuming that Mr. Sicoli was terminated other than for
    cause (as defined in his employment agreement with the Company),
    amounts reflected under Severance are equal to
    1.5 years of salary and bonus, as contemplated by his
    September 28, 2009 employment agreement.(7)
    
    Mr. Filipowicz entered into a Severance and Release
    Agreement with the Company in September 2009, pursuant to which
    5,329 RSUs and 10,889 stock options were immediately cancelled
    and of no further effect as of such date. Amounts reflected in
    this table relate to the then-outstanding shares of restricted
    stock and RSUs that the Company agreed to vest on or prior to
    August 2010. Note that the total equity compensation value is
    not included for Mr. Filipowicz because his employment
    terminated in August 2009, and the Company does not track fully
    vested shares following termination.  Tax
    and Accounting Considerations
   20




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##### 



Summary
    Compensation Table
  Non-EquityName and

Fiscal








Stock


Option


Incentive Plan


All OtherPrincipal Position

Year


Salary ($)


Bonus ($)


Awards ($)(1)


Awards ($)(2)


Compensation ($)


Compensation ($)(3)


Total($)Peter D. Aquino


2009



600,000



0



4,097,900



0



585,499



3,786



5,287,185President & CEO


2008



600,000



0



2,990,938



1,090,530



574,004



15,389



5,270,8612007



540,000



0



0



0



246,780



11,254



798,034Michael T. Sicoli


2009



331,250



10,000



1,096,791



0



244,202



2,199



1,684,442EVP & CFO


2008



321,154



10,000



453,389



412,991



184,344



9,274



1,391,1522007



275,000



10,000



0



0



100,540



18,841



404,381Jose A. Cecin, Jr.


2009



81,250



10,000



1,201,250



0



53,889



324



1,346,713EVP & COOFelipe Alvarez


2009



250,000



10,000



439,927



0



156,977



1,766



858,670Senior Vice President


2008



244,231



0



186,835



0



115,894



6,274



553,234President of RCN Metro


2007



214,645



0



410,250



0



52,227



11,324



688,446PK Ramani


2009



236,700



2,500



439,927



0



85,854



1,689



766,670Senior Vice President


2008



234,874



5,322



186,835



147,977



92,318



5,182



672,508Sales


2007



225,000



15,000



683,750



0



72,254



9,490



1,005,494John D. Filipowicz(4)


2009



125,000



0



0



0



37,369



257,779



420,148President


2008



246,154



5,322



186,835



147,977



110,184



7,032



703,504Retail Markets


2007



225,000



15,000



683,750



0



72,254



13,474



1,009,478     (1)
    
    This column represents the aggregate grant date fair value of
    restricted stock awards (including RSUs) granted during each of
    the fiscal years represented to the Named Executive Officers.
    Fair market values in this column were calculated using the
    common stock closing price on the date of grant and multiplying
    it by the number of shares or units subject to grant. See the
    Grants of Plan Based Awards table below for
    information on awards made in 2009.(2)
    
    This column represents the aggregate grant date fair value of
    stock option awards granted during each of the fiscal years
    represented to the Named Executive Officers. For information on
    the valuation assumptions with respect to these grants please
    refer to the footnotes to our financial statements in the Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2009 filed with the
    SEC on March 9, 2010. See the Grants of Plan Based
    Awards table below for information on option grants made
    in 2009. The only option grants in 2009 were made in connection
    with our option exchange program.(3)
    
    All Other Compensation amounts in 2009 were
    comprised of (a) RCN employer match of employee
    contributions to the Companys 401(k) plan prior to the
    suspension of the employer match in March 2009 and
    (b) employee life insurance premiums, as follows:  401(k)

Life InsuranceMatch($)

Premiums($)

Total ($)Peter D. Aquino


3,462



324



3,786Michael T. Sicoli


1,875



324



2,199Jose A. Cecin, Jr.


0



324



324Felipe Alvarez


1,442



324



1,766PK Ramani


1,365



324



1,689John Filipowicz


865



249



1,114   (4)
    
    In addition to the amounts reflected for his 401(k) match and
    life insurance premiums, Other Compensation for
    Mr. Filipowicz includes a severance payment in the gross
    amount of $256,665 paid pursuant to his Severance Agreement with
    the Company dated September 2009. 21




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##### 



Grants
    of Plan Based Awards in Fiscal Year 2009
  GrantAll Other





DateAll Other


Option





FairStock


Awards:


Exercise


Value ofAwards:


Number of


or Base


StockNumber of


Securities


Price of


andEstimated Future Payouts Under


Estimated Future Payouts Under


Shares of


Underlying


Option


OptionNon-Equity Incentive Plan Awards


Equity Incentive Plan Awards


Stock or


Options


Awards


AwardsName

Grant Date


Threshold


Target


Maximum


Threshold


Target


Maximum


Units (#)


(#)


($/Sh)


($)(1)Peter D. Aquino


8/20/2009



























131,579











1,205,2648/20/2009



























157,895











1,446,3188/20/2009















0



157,895



236,843















1,446,318Jose A. Cecin


4/6/2009 (2
)


























7,252











30,9668/20/2009 (2
)


























15,066











138,0059/28/2009



























125,000











1,201,250Michael T. Sicoli


8/20/2009



























59,868











548,3918/20/2009















0



58,869



89,804















548,400Felipe Alvarez


8/12/2009 (3
)






























31,471



9.05



08/20/2009



























24,013











219,9598/20/2009















0



24,014



36,021















219,968PK Ramani


8/12/2009 (4
)






























8,185



9.05



08/20/2009



























24,013











219,9598/20/2009















0



24,014



36,021















219,968John Filipowicz


N/A     (1)
    
    Assumes achievement of Target level, as applicable.(2)
    
    These grants represent awards made to Mr. Cecin while he
    was an independent member of the Board of Directors.(3)
    
    This grant represents stock options received by Mr. Alvarez
    upon the surrender of Company stock options granted prior to
    fiscal year 2009 pursuant to the Companys stock option
    exchange program offered during fiscal year 2009. The fair value
    of the new Company stock options received by Mr. Alvarez
    upon the surrender of previously granted Company stock options
    was $108,575; however, the incremental fair value of the new
    Company stock options received by Mr. Alvarez was $0.(4)
    
    This grant represents stock options received by Mr. Ramani
    upon the surrender of Company stock options granted prior to
    fiscal year 2009 pursuant to the Companys stock option
    exchange program offered during fiscal year 2009. The fair value
    of the new Company stock options received by Mr. Ramani
    upon the surrender of previously granted Company stock options
    was $28,238; however, the incremental fair value of the new
    Company stock options received by Mr. Ramani was $0. 22




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##### 



Outstanding
    Equity Awards at Fiscal Year-End 2009
  Option Awards


Stock AwardsEquityIncentivePlanAwards:Number


EquityEquity














of


IncentiveIncentive














Unearned


Plan Awards:Plan











Market


Shares,


Market orAwards:








Number


Value of


Units, or


Payout ValueNumber of


Number of


Number of








of Shares


Shares or


Other


of UnearnedSecurities


Securities


Securities








or Units


Units of


Rights


Shares, Units,Underlying


Underlying


Underlying








of Stock


Stock That


That


or OtherUnexercised


Unexercised


Unexercised


Option


Option


That Have


Have Not


Have Not


Rights ThatOptions


Options


Unearned


Exercise


Expiration


Not


Vested


Vested


Have NotExercisable (#)


Unexercisable (#)


Options (#)


Price ($)


Date


Vested (#)


($)


(#)


Vested ($)Peter D. Aquino


278,147











13.79



12/31/11



106,667



1,157,337



68,208



740,05770,175



140,352







11.22



3/13/15



131,579



1,427,632



157,895



1,713,161157,895



1,713,161Jose A. Cecin






















15,066



649,568125,000



1,356,250Michael T. Sicoli


224,989











13.79



3/23/12



59,868



649,568



25,864



280,62426,423



52,846







11.22



3/13/15











59,869



649,579Felipe Alvarez






31,471







9.05



8/12/16



2,500



27,125



2,500



27,12524,013



260,541



10,657



115,62824,014



260,552PK Ramani


99,972











13.79



5/23/12



4,167



45,212



4,167



45,21210,888



21,778







11.22



3/13/15



24,013



260,541



10,658



115,6398,185







9.05



8/12/16











24,014



260,552John D. Filipowicz


121,738











13.79



8/21/10



4,167



45,212



4,167



45,21212,173











14.29



8/21/10











5,329



57,82010,888



10,889







11.22



(1
)   (1)
    The 10,888 stock options (exercisable) expire on 2/21/10, and
    the 10,889 stock options (unexercisable) expire on 11/28/10.  Restricted
    Stock
    Restricted
    Stock Units
   23




---



##### 



time-based
    Stock
    Options
     24




---



##### 



Option
    Exercises and Stock Vested Table
  Option Awards

Stock AwardsNumber of



Number ofShares Acquired

Value Realized

Shares Acquired

Value Realized onName

on Exercise (#)

on Exercise ($)

on Vesting (#)

Vesting ($)Peter D. Aquino


0



0



3,334



14,60353,333



314,66534,104



125,162Michael T. Sicoli


0



0



3,334



14,60312,931



47,457Jose A. Cecin, Jr.


0



0



7,252



45,035Felipe Alvarez


0



0



2,500



10,1250



0



2,400



8,8080



0



5,328



19,554PK Ramani


0



0



4,167



16,8760



0



4,001



14,6840



0



5,328



19,554John Filipowicz


0



0



4,167



16,8764,001



14,6845,328



19,554   Pension
    Benefits and Nonqualified Deferred Compensation
    Executive
    Officers Employment Agreements
    Peter
    D. Aquino
     25




---



##### 




    Severance Paymentsshall be an amount equal
    to
    1/12
    the sum of the base salary and 100% target bonus, in each case
    as in effect on Mr. Aquinos date of termination and
    as defined in the employment agreement.
    Severance Periodshall be a number of months
    that for purposes of clauses (x) and (y) above shall
    be 24 months and that for purposes of clause (z) above
    shall be 12 months.
    Equity Awardsshall be the portion of the
    initial RSU award, the annual equity awards, if any, and any
    prior equity awards.    Jose
    A. Cecin
   26




---



##### 



Michael
    T. Sicoli
   27




---



##### 



28




---



##### 



Director
    Compensation
          SpecialFees Earned


Stock


Committeeor Paid in


Awards


CompensationName

Cash ($)


($)(1)


($)(2)


Total ($)Kurt Cellar


16,667



76,265



10,000



102,932Jose A. Cecin(3)


40,000



168,971







208,971Benjamin Duster


75,000



198,257



10,000



283,257Lee Hillman


115,000



256,985



15,000



386,985Charles Levine


76,250



198,257







274,507Casimir Skrzypczak


15,625



76,265







91,890Daniel Tseung


83,750



198,257



10,000



292,007     (1)
    
    This column represents the aggregate grant date fair value with
    respect to the RSUs granted in fiscal year 2009. Fair market
    values in this column were calculated using the common stock
    closing price on the date of grant and multiplying it by the
    number of units subject to grant.(2)
    
    This column represents payments that were made to the members of
    the Special Committee from its formation in November 2009
    through December 31, 2009.(3)
    
    Represents payments made to Mr. Cecin prior to his assuming
    the position of Executive Vice President and Chief Operating
    Officer on September 28, 2009. 29




---



##### 



Compensation
    Committee Report
  Regulation S-K
        Risk
    Considerations in Our Compensation Program
           30




---



##### 



Compensation
    Committee Interlocks and Insider Participation
  Regulation S-K.
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners and Management
   31




---



##### 



Number of Shares

PercentName and Address of Beneficial Owner**

Beneficially Owned

of SharesJGD Management Corp.


6,071,212
(1)


17.2
%c/o York
    Capital Management
    767 Fifth Avenue, 17th Floor
    New York, New York 10153Plainfield Asset Management LLC


4,703,813
(2)


11.8
%100 West Putnam Avenue
    Greenwich, Connecticut 06830New South Capital Management, Inc.


3,317,573
(3)


9.4
%100 Ridgeway Loop Rd., Suite 144
    Memphis, TN 38120BlackRock, Inc


2,735,223
(4)


7.7
%40 East 52nd Street
    New York, NY 10022Mast Capital Management, LLC


2,405,529
(5)


6.6
%200 Clarendon Street, 51st Floor
    Boston, MA 02116Peter D. Aquino


847,975
(6)


2.4
%Michael T. Sicoli


399,349
(7)


1.1
%Jose A. Cecin, Jr.


4,804
(8)


*Felipe Alvarez


20,548
(9)


*PK Ramani


161,774
(10)


*Richard Ramlall


147,713
(11)


*Leslie J. Sears


44,486
(12)


*Kurt Cellar






*Benjamin C. Duster IV


56,644
(13)


*Lee S. Hillman


58,716
(14)


*Charles E. Levine


32,724
(15)


*Casimir Skrzypczak






*Daniel Tseung


38,302
(16)


*All current directors and executive officers as a group
    (13 persons)


1,813,035



5.1
%     *
    
    Represents less than 1% of the outstanding shares of Company
    common stock.**
    
    The address of each director and executive officer of the
    Company listed in the table is
    c/o RCN
    Corporation, 196 Van Buren Street, Herndon, Virginia 20170.(1)
    
    Based on information provided in the Schedule 13G filed by
    the reporting persons on April 12, 2010. As of
    March 31, 2010, 909,670 shares of Company common stock
    were directly owned by York Capital Management, L.P. (York
    Capital); 1,819,952 shares of Company common stock
    were directly owned by York Investment Master Fund, L.P.
    (York Investment); 780,321 shares of Company
    common stock were directly owned by York Select, L.P.
    (York Select); 432,148 shares of Company common
    stock were directly owned by York Credit Opportunities Fund,
    L.P. (York Credit Opportunities);
    722,874 shares of Company common stock were directly owned
    by York Select Master Fund, L.P. (York Select
    Master); 32




---



##### 



88,080 shares of Company common stock were directly owned
    by York Global Value Master Fund, L.P. (York Global
    Value); 17,812 shares of Company common stock were
    directly owned by York Long Enhanced Fund, L.P. (York Long
    Enhanced); 818,733 shares of Company common stock
    were directly owned by York Credit Opportunities Master Fund,
    L.P. (York Credit Opportunities Master);
    206,671 shares of Company common stock were directly owned
    by Jorvick Multi-Strategy Master Fund, L.P.
    (Jorvick); and 274,951 shares of Company common
    stock were directly owned by certain accounts managed by JGD
    Management Corp. York Capital Management Global Advisors, LLC,
    the sole managing member of the general partner of each of York
    Capital, York Investment, York Select, York Credit
    Opportunities, York Select Master, York Global Value, York Long
    Enhanced, York Credit Opportunities Master and Jorvick,
    exercises investment discretion over such investment funds and
    accordingly may be deemed to have beneficial ownership of such
    shares of Company common stock.(2)
    
    Based on information provided in the Schedule 13G filed by
    the reporting persons on February 16, 2010. As of
    December 31, 2009, the shares beneficially owned by
    Plainfield Asset Management LLC (PAMLLC) were
    attributable to 3,681,952 shares of Company common stock
    that Plainfield Special Situations Master Fund Limited
    (Master Fund) has the right to acquire upon the
    exercise of warrants; 126,877 shares of Company common
    stock owned by Plainfield Special Situations Master Fund II
    Limited (Master Fund II) and
    506,896 shares of Company common stock that Master
    Fund II has the right to acquire upon the exercise of
    warrants; 68,087 shares of Company common stock owned by
    Plainfield OC Master Fund Limited (the OC Fund)
    and 314,965 shares that the OC Fund has the right to
    acquire upon the exercise of warrants; and 5,036 shares of
    Company common stock owned directly by Plainfield Liquid
    Strategies Master Fund Limited (Liquid Strategies
    Fund). PAMLLC is the manager of the Master Fund, Master
    Fund II, the OC Fund, and the Liquid Strategies Fund, and
    Max Holmes is the chief investment officer of PAMLLC and,
    therefore, PAMLLC and Max Holmes may be deemed to be the
    beneficial owners of such shares. PAMLLC and Max Holmes disclaim
    any beneficial ownership of such shares.(3)
    
    Based on the Schedule 13G filed by the reporting person on
    February 12, 2010. Of the shares beneficially owned by New
    South Capital Management, Inc. (New South),
    (i) 10,875 shares are held in accounts placed in the
    management control of New South through a Morgan Keegan
    Preferred Program, the holders of which continue to retain SEC
    reporting responsibility with respect to such shares and
    (ii) 40,486 shares are managed by New South through a
    Thomas Weisel Partners LLC Asset Management Consulting Program,
    the holders of which continue to retain SEC reporting
    responsibility with respect to such shares.(4)
    
    Based on the Schedule 13G filed by the reporting person on
    January 29, 2010. As of December 31, 2009, the shares
    beneficially owned by BlackRock, Inc. were attributable to
    2,735,223 shares of Company common stock.(5)
    
    Based on information provided in the Schedule 13G filed by
    the reporting persons on January 29, 2010. As of
    December 31, 2009, the shares beneficially owned by Mast
    Capital Management, LLC (Capital) were attributable
    to 358,977 shares of Company common stock directly owned by
    Mast OC I Master Fund L.P. (LP) and
    2,000,386 shares of Company common stock, which includes
    the right to acquire 902,868 shares of Company common stock
    through the exercise of warrants, owned by Mast Credit
    Opportunities I Master Fund (Fund). Capital, as the
    investment adviser to the Fund and the investment adviser and
    general partner of LP, and Christopher B. Madison and David J.
    Steinberg, as the managers of Capital, each beneficially own
    2,359,363 shares of Company common stock. In addition,
    David J. Steinberg owns an additional 46,166 shares of
    Company common stock in his individual capacity. The Fund and
    the LP each has the power to vote and dispose all of the shares
    of Company common stock beneficially owned by such entity (as
    described above). Capital, as the investment adviser of the Fund
    and the investment adviser and general partner of the LP, has
    the authority to vote and dispose of all of the shares of
    Company common stock beneficially owned by the Fund and LP. Each
    of Messrs. Madison and Steinberg, by virtue of his position
    as manager of Capital, has the authority to vote and dispose of
    all of the shares of Company common stock beneficially owned by
    the Fund and LP. In addition, Mr. Steinberg has the sole
    authority to vote and dispose of all of the Company common stock
    held by him individually (as described above).  (6)
    
    Represents 291,382 shares of Company common stock
    (including 241,382 shares of Company common stock acquired
    in connection with prior vesting of Company restricted shares
    and Company restricted 33




---



##### 



stock units); 138,095 shares of Company common stock
    issuable upon settlement of Company restricted stock units that
    will vest within 60 days of April 12, 2010; and
    418,498 shares of Company common stock issuable upon
    exercise of Company stock options that have vested or will vest
    within 60 days of April 12, 2010.(7)
    
    Represents 69,152 shares of Company common stock acquired
    in connection with prior vesting of Company restricted shares
    and Company restricted stock units; 52,362 shares of
    Company common stock issuable upon settlement of Company
    restricted stock units that will vest within 60 days of
    April 12, 2010; and 277,835 shares of Company common
    stock issuable upon exercise of Company stock options that have
    vested or will vest within 60 days of April 12, 2010.(8)
    
    Represents 4,804 shares of Company common stock acquired in
    connection with prior vesting of Company restricted stock units.(9)
    
    Represents 15,219 shares of Company common stock (including
    12,219 shares of Company common stock acquired in
    connection with prior vesting of Company restricted shares and
    Company restricted stock units); and 5,329 shares of
    Company common stock issuable upon settlement of Company
    restricted stock units that will vest within 60 days of
    April 12, 2010.(10)
    
    Represents 18,881 shares of Company common stock acquired
    in connection with prior vesting of Company restricted shares
    and Company restricted stock units; 21,144 shares of
    Company common stock issuable upon settlement of Company
    restricted stock units that will vest within 60 days of
    April 12, 2010; and 121,749 shares of Company common
    stock issuable upon exercise of Company stock options that have
    vested or will vest within 60 days of April 12, 2010.(11)
    
    Represents 12,424 shares of Company common stock acquired
    in connection with prior vesting of Company restricted shares
    and Company restricted stock units; 17,677 shares of
    Company common stock issuable upon settlement of Company
    restricted stock units that will vest within 60 days of
    April 12, 2010; and 117,612 shares of Company common
    stock issuable upon exercise of Company stock options that have
    vested or will vest within 60 days of April 12, 2010.(12)
    
    Represents 9,169 shares of Company common stock acquired in
    connection with prior vesting of Company restricted shares and
    Company restricted stock units; 17,677 shares of Company
    common stock issuable upon settlement of Company restricted
    stock units that will vest within 60 days of April 12,
    2010; and 17,640 shares of Company common stock issuable
    upon exercise of Company stock options that have vested or will
    vest within 60 days of April 12, 2010.(13)
    
    Represents 56,644 shares of Company common stock (including
    55,044 shares of Company common stock acquired in
    connection with prior vesting of Company restricted shares and
    Company restricted stock units).(14)
    
    Represents 58,716 shares of Company common stock (including
    50,883 shares of Company common stock acquired in
    connection with prior vesting of Company restricted shares and
    Company restricted stock units).(15)
    
    Represents 32,724 shares of Company common stock (including
    17,724 shares of Company common stock acquired in
    connection with prior vesting of Company restricted stock units).(16)
    
    Represents 38,302 shares of Company common stock acquired
    in connection with prior vesting of Company restricted shares
    and Company restricted stock units. 34




---



##### 



Equity
    Compensation Plan Information
    (a)



(c)Number of Shares of



Number of SecuritiesCommon Stock to be

(b)

Remaining AvailableIssued Upon

Weighted Average

for Future IssuanceExercise of

Exercise Price of

Under EquityOutstanding

Outstanding

Compensation PlansOptions, Warrants

Options, Warrants

(excluding securitiesand Rights

and Rights

reflected in column (a))Equity Compensation Plans Approved by Stockholders


4,835,165


$
6.54



1,269,533Equity Compensation Plans Not Approved by Stockholders










Total


4,835,165


$
6.54



1,269,533   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  and/or
  
    the nature of the related persons interest in the
    relationship or transaction;
    the material terms of the transaction, including the amount and
    type of payments or other consideration received by participants
    in the transaction;
    the importance of the relationship or transaction to the related
    person;
    the importance of the relationship or transaction to the
    Company; and
    whether the transaction would impair the judgment of a director
    or executive officer to act in the Companys best interests.      Director
    Independence
   35




---



##### 



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Report of
    the Audit Committee
      Form 10-K
        Audit
    Committee Pre-Approval Policies and Procedures.
  case-by-case
 36




---



##### 



Principal
    Accountants Fees and Services
  BDO
    Seidman, LLP
    Fee Category

2009(In thousands ofdollars)Audit Fees

$
425Audit-Related Fees(1)


20Tax Fees


All Other Fees(2)


5Total Fees

$
450     (1)
    
    Audit-Related Fees for the fiscal year ended December 31,
    2009 included fees incurred for the audit of RCNs 401(k)
    Plan.(2)
    
    All Other Fees for the fiscal year ended December 31, 2009
    included fees incurred in connection with the audit of certain
    RCN franchise agreements.  Friedman
    LLP
    Fee Category

2009


2008(In thousands ofdollars)Audit Fees(1)

$
25


$
697Audit-Related Fees(2)






25Tax Fees






All Other Fees(3)


48



17Total Fees

$
72


$
739     (1)
    
    Audit Fees for the fiscal year ended December 31, 2009
    included fees incurred in connection with the review of our
    Form 10-Q
    and related financial statements for the first quarter of fiscal
    year 2009.(2)
    
    Audit-Related Fees for the fiscal year ended December 31,
    2008 included fees incurred for the audit of RCNs 401(k)
    Plan.(3)
    
    All Other Fees for the fiscal year ended December 31, 2009
    included fees incurred in connection with our consideration of a
    possible debt offering during fiscal year 2009.   PART IV  ITEM 15.
    EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES    page E-1
 37




---



##### 



SIGNATURES       By:
    /s/  Peter
    D. Aquino  Peter D. Aquino
     Name

Title

Date/s/  Peter
    D. AquinoPeter
    D. Aquino

President and Chief Executive Officer, Director

April 30, 2010/s/  Michael
    T. SicoliMichael
    T. Sicoli

Executive Vice President and Chief Financial Officer

April 30, 2010/s/  Leslie
    J. SearsLeslie
    J. Sears

Senior Vice President and Controller

April 30, 2010/s/  Jose
    A. Cecin, Jr.Jose
    A. Cecin, Jr.

Director

April 30, 2010/s/  Kurt
    CellarKurt
    Cellar

Director

April 30, 2010/s/  Benjamin
    C. Duster, IVBenjamin
    C. Duster, IV

Director

April 30, 2010/s/  Lee
    S. HillmanLee
    S. Hillman

Non-Executive Chairman, Director

April 30, 2010/s/  Charles
    E. LevineCharles
    E. Levine

Director

April 30, 2010/s/  Casimir
    SkrzypczakCasimir
    Skrzypczak

Director

April 30, 2010/s/  Daniel
    TseungDaniel
    Tseung

Director

April 30, 2010  S-1




---



##### 



EXHIBITS INDEX



(Exhibits
    are listed by numbers corresponding to the Exhibit Table of
    Item 601 in
    Regulation S-K).  Exhibit No.

Description3
.1

Amended and Restated Certificate of Incorporation of RCN
    Corporation, dated as of December 21, 2004 (incorporated by
    reference to Exhibit 3.1 of RCNs Current Report on
    Form 8-K
    filed on December 27, 2004
    8-K).3
.2

Amended and Restated Bylaws of RCN Corporation (incorporated by
    reference to Exhibit 3.2 of RCNs Current Report on
    Form 8-K
    filed on December 27, 2004).4
.1

Registration Rights Agreement, dated as of December 21,
    2004, by and between RCN Corporation and the Stockholders listed
    on the signature pages thereto (incorporated by reference to
    Exhibit 4.2 of RCNs Current Report on
    Form 8-K
    filed on December 27, 2004).4
.2

Warrant Agreement, dated as of May 25, 2007, by and between
    RCN Corporation and HSBC Bank USA National Association
    (incorporated by reference to Exhibit 4.1 of RCNs
    Current Report on
    Form 8-K
    filed on May 25, 2007).4
.3

Registration Rights Agreement, dated as of May 25, 2007, by
    and among RCN Corporation and the Holders, as defined therein
    (incorporated by reference to Exhibit 4.2 of RCNs
    Current Report on
    Form 8-K
    filed on May 25, 2007).10
.1

Dark Fiber IRU Agreement dated as of May 8, 1997 among
    Metropolitan Fiber Systems/McCourt, Inc. and RCN Telecom
    Services of Massachusetts, Inc. (incorporated by reference to
    Exhibit 10.2 to RCNs Amendment No. 2 to
    Form 10/A filed September 5, 1997 (Commission File
    No. 0-22825)).10
.2 (**)

First Amendment dated as of November 28, 2006 between
    MCImetro Access Transmission Services of Massachusetts, as
    successor-in-interest
    to Metropolitan Fiber Systems McCourt, Inc. and RCN Telecom
    Services, Inc. as
    successor-in-interest
    to RCN Telecom Services of Massachusetts, Inc. amending the Dark
    Fiber IRU Agreement dated as of May 8, 1997 among
    Metropolitan Fiber Systems/McCourt, Inc. and RCN Telecom
    Services of Massachusetts, Inc. (incorporated by reference to
    Exhibit 10.20 of RCNs Annual Report on
    Form 10-K
    filed on March 15, 2007).10
.3

Dark Fiber IRU Agreement dated as of May 8, 1997 among
    Metropolitan Fiber Systems of New York, Inc. and RCN Telecom
    Services of New York, Inc. (incorporated by reference to
    Exhibit 10.3 to RCNs Amendment No. 2 to
    Form 10/A filed September 5, 1997 (Commission File
    No. 0-22825)).10
.4  (**)

First Amendment to Dark Fiber IRU Agreement between Metropolitan
    Fiber Systems of New York, Inc. and RCN Telecom Services, Inc.
    dated as of December 5, 2007 (incorporated by reference to
    Exhibit 10.4 of RCNs Amendment No. 1 to
    Form 10-K/A
    filed on March 26, 2008).10
.5

Second Amendment to Dark Fiber IRU Agreement between
    Metropolitan Fiber Systems of New York, Inc. and RCN Telecom
    Services, Inc. dated as of June 18, 2008 (incorporated by
    reference to Exhibit 10.5 of RCNs Annual Report on
    Form 10-K
    filed on February 24, 2009).10
.6

Third Amendment to Dark Fiber IRU Agreement between Metropolitan
    Fiber Systems of New York, Inc. and RCN Telecom Services, Inc.
    dated as of November 18, 2008 (incorporated by reference to
    Exhibit 10.6 of RCNs Annual Report on
    Form 10-K
    filed on February 24, 2009).10
.7

Second Amended and Restated Operating Agreement of RCN-Becocom,
    LLC made and effective as of June 19, 2002 (incorporated by
    reference to Exhibit 10.01 of RCNs Current Report on
    Form 8-K
    filed on June 21, 2002).10
.8

Management Agreement dated as of June 17, 1997 among RCN
    Operating Services, Inc. and RCN-Becocom, Inc. (incorporated by
    reference to Exhibit 10.9 to RCNs Amendment
    No. 2 to Form 10K/A filed September 5, 1997
    (Commission File
    No. 0-22825)).10
.9

Construction and Indefeasible Right of Use Agreement dated as of
    June 17, 1997 between RCN-Becocom, Inc. and RCN-Becocom,
    LLC (incorporated by reference to Exhibit 10.10 to
    RCNs Amendment No. 2 to Form 10/A filed
    September 5, 1997 (Commission File
    No. 0-22825)).10
.10

License Agreement dated as of June 17, 1997 between Boston
    Edison Company and RCN-Becocom, Inc. (incorporated by reference
    to Exhibit 10.11 to RCNs Amendment No. 2 to
    Form 10/A filed September 5, 1997 (Commission File
    No. 0-22825)). E-1




---



##### 



Exhibit No.

Description10
.11

Joint Investment and Non-Competition Agreement dated as of
    June 17, 1997 among RCN Telecom Services of Massachusetts,
    Inc., RCN-Becocom, Inc. and RCN-BecoCom, LLC (incorporated by
    reference to Exhibit 10.12 to RCNs Amendment
    No. 2 to Form 10/A filed September 5, 1997
    (Commission File
    No. 0-22825)).10
.12

Amended and Restated Operating Agreement of Starpower
    Communications, L.L.C. by and between Pepco Communications,
    L.L.C. and RCN Telecom Services of Washington, D.C. Inc.
    dated October 28, 1997 (incorporated by reference to
    Exhibit 10.13 to RCNs Annual Report on
    Form 10-K
    for the year ended December 31, 1997 (Commission File
    No. 0-22825)).10
.13

Form of Second Amended and Restated Agreement for the Provision
    of Fiber Optic Facilities and Services between Northeast
    Utilities Service Company, The Connecticut Light &
    Power Company, Western Massachusetts Electric Company, Public
    Service Company of New Hampshire, and Neon Optica, Inc. as
    Successor in Interest to Necom LLC as of December 23,
    2002  Phase One (incorporated by reference to
    Exhibit 10.11 of RCNs Amendment No. 1 to
    Form 10-K/A
    filed on March 26, 2008).10
.14

Form of Second Amended and Restated Agreement for the Provision
    of Fiber Optic Facilities and Services between Northeast
    Utilities Service Company, The Connecticut Light &
    Power Company, Western Massachusetts Electric Company, Public
    Service Company of New Hampshire, and Neon Optica, Inc. as
    Successor in Interest to Necom LLC dated as of December 23,
    2002  Phase Two (incorporated by reference to
    Exhibit 10.4 of RCNs Amendment No. 1 to
    Form 10-K/A
    filed on March 26, 2008).10
.15

Form of Agreement Concerning the Reimbursement of Fees Among The
    Connecticut Light & Power Company Western
    Massachusetts Electric Company, Public Service Company of New
    Hampshire and Mode 1 Communications, Inc. and Neon Optica, Inc.
    dated as of November 5, 2004 (incorporated by reference to
    Exhibit 10.13 of RCNs Amendment No. 1 to
    Form 10-K/A
    filed on March 26, 2008).10
.16 (**)

Master Service Agreement, dated as of September 27, 2007,
    by and between RCN Telecom Services and Sitel Operating
    Corporation (incorporated by reference to Exhibit 10.1 of
    RCNs Quarterly Report on
    Form 10-Q
    filed on November 8, 2007).10
.17

Credit Agreement, dated as of May 25, 2007, by and among
    RCN Corporation, the various lenders party to the Credit
    Agreement, and Deutsche Bank Trust Company Americas, as
    Administrative Agent (incorporated by reference to
    Exhibit 10.1 of RCNs Current Report on
    Form 8-K
    filed on May 25, 2007).10
.18

Incremental Commitment Agreement, dated as of November 13,
    2007, by and among RCN Corporation, the various lenders party to
    the Credit Agreement, and Deutsche Bank Trust Company
    Americas, as Administrative Agent (incorporated by reference to
    Exhibit 10.1 of RCNs Current Report on
    Form 8-K
    filed on November 13, 2007).10
.19

Security Agreement, dated as of May 25, 2007, by and among
    RCN Corporation, certain subsidiaries of RCN Corporation, and
    Deutsche Bank Trust Company Americas, as First-Lien
    Collateral Agent (incorporated by reference to Exhibit 10.2
    of RCNs Current Report on
    Form 8-K
    filed on May 25, 2007).10
.20

Pledge Agreement, dated as of May 25, 2007, by and among
    RCN Corporation, certain subsidiaries of RCN Corporation, and
    Deutsche Bank Trust Company Americas, as First-Lien
    Collateral Agent (incorporated by reference to Exhibit 10.3
    of RCNs Current Report on
    Form 8-K
    filed on May 25, 2007).10
.21

Subsidiary Guaranty, dated as of May 25, 2007, by and among
    certain subsidiaries of RCN Corporation and Deutsche Bank
    Trust Company Americas, as Collateral Agent (incorporated
    by reference to Exhibit 10.4 of RCNs Current Report
    on
    Form 8-K
    filed on May 25, 2007).10
.22+

RCN Corporation 2005 Stock Compensation Plan, as amended
    effective December 29, 2009 (incorporated by reference to
    Exhibit 10.22 of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).10
.23+

RCN Amended and Restated Change of Control Severance Plan dated
    July 3, 2008 (incorporated by reference to
    Exhibit 10.1 to RCNs Quarterly Report on
    Form 10-Q
    filed on August 7, 2008). E-2




---



##### 



Exhibit No.

Description10
.24+

RCN Corporation 2009 Short-Term Incentive Plan (incorporated by
    reference to Exhibit 10.24 of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).10
.25+

Amended
    Form Non-Qualified
    Option Agreement (incorporated by reference to
    Exhibit 10.29 to RCNs Amendment No. 1 to its
    Annual Report on
    Form 10-K
    as filed on April 10, 2006).10
.26+

Amended Form Incentive Stock Option Agreement (incorporated
    by reference to Exhibit 10.30 to RCNs Amendment
    No. 1 to its Annual Report on
    Form 10-K
    as filed on April 10, 2006).10
.27+

Form Director Restricted Stock Agreement (incorporated by
    reference to Exhibit 10.3 of RCNs Current Report on
    Form 8-K,
    filed on January 6, 2006).10
.28+

Amended Form Executive Restricted Stock Agreement
    (incorporated by reference to Exhibit 10.20 of RCNs
    Annual Report on
    Form 10-K
    filed on March 15, 2007).10
.29+

Form of Director Restricted Stock Unit Agreement (incorporated
    by reference to Exhibit 10.1 of RCNs Current Report
    on
    Form 8-K
    filed on February 7, 2008).10
.30+

Form of Deferral Election Form (incorporated by reference to
    Exhibit 10.2 of RCNs Current Report on
    Form 8-K
    filed on February 7, 2008).10
.31+

Form of Executive Restricted Stock Unit Agreement (incorporated
    by reference to Exhibit 10.30 of RCNs Amendment
    No. 1 to
    Form 10-K/A
    filed on March 26, 2008).10
.32+

Form of Performance-Based Restricted Stock Unit Award Agreement
    (incorporated by reference to Exhibit 10.1 of RCNs
    Quarterly Report on
    Form 10-Q
    filed on May 8, 2008).10
.33+

Form of Restricted Stock Unit Award for Officer  RSU
    Deferral Election Form (incorporated by reference to
    Exhibit 10.2 of RCNs Quarterly Report on
    Form 10-Q
    filed on May 8, 2008).10
.34+

Amended and Restated Employment Agreement, effective as of
    December 21, 2007, by and between RCN Corporation and Peter
    D. Aquino (incorporated by reference to Exhibit 10.1 of
    RCNs Current Report on
    Form 8-K
    filed on December 27, 2007).10
.35+

Restricted Stock Unit Agreement effective as of August 20,
    2009 by and between RCN Corporation and Peter D. Aquino
    (incorporated by reference to Exhibit 10.35 of RCNs
    Annual Report on
    Form 10-K
    filed on March 9, 2010).10
.36+

Form of Director Restricted Stock Unit Agreement (incorporated
    by reference to Exhibit 10.36 of RCNs Annual Report
    on
    Form 10-K
    filed on March 9, 2010).10
.37+

Form of Director Deferral Election Form (incorporated by
    reference to Exhibit 10.37 of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).10
.38+

Form of Executive Officer Restricted Stock Unit Agreement
    (incorporated by reference to Exhibit 10.38 of RCNs
    Annual Report on
    Form 10-K
    filed on March 9, 2010).10
.39+

Employment Agreement effective as of September 28, 2009 by
    and between RCN Corporation and Jose A. Cecin, Jr. (incorporated
    by reference to Exhibit 10.1 of RCNs Current Report
    on
    Form 8-K
    filed on October 1, 2009).10
.40+

Employment Agreement effective as of September 28, 2009 by
    and between RCN Corporation and Michael T. Sicoli (incorporated
    by reference to Exhibit 10.2 of RCNs Current Report
    on
    Form 8-K
    filed on October 1, 2009).10
.41+

Restricted Stock Unit Agreement effective as of
    September 28, 2009 by and between RCN Corporation and Joe
    Cecin (incorporated by reference to Exhibit 10.41 of
    RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).21
.1

Subsidiaries of Registrant (incorporated by reference to
    Exhibit 21.1 of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).23
.1

Consent of BDO Seidman, LLP, Independent Registered Public
    Accounting Firm (incorporated by reference to Exhibit 23.1
    of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).23
.2

Consent of Friedman LLP, Independent Registered Public
    Accounting Firm (incorporated by reference to Exhibit 23.2
    of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010). E-3




---



##### 



Exhibit No.

Description31
.1

Certification of Chief Executive Officer pursuant to
    Rules 13a-14
    and 15d-14 promulgated under the Securities and Exchange Act of
    1934, as amended, as adopted pursuant to section 302 of the
    Sarbanes-Oxley Act of 2002 (incorporated by reference to
    Exhibit 31.1 of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).31
.2

Certification of the Executive Vice President and Chief
    Financial Officer pursuant to
    Rules 13a-14
    and 15d-14 promulgated under the Securities and Exchange Act of
    1934, as amended, as adopted pursuant to section 302 of the
    Sarbanes-Oxley Act of 2002 (incorporated by reference to
    Exhibit 31.2 of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).31
.3 (*)

Certification of Chief Executive Officer pursuant to
    Rule 13a-14
    and 15d-14 promulgated under the Securities and Exchange Act of
    1934, as amended, as adopted pursuant to section 302 of the
    Sarbanes-Oxley Act of 2002.31
.4 (*)

Certification of the Executive Vice President and Chief
    Financial officer pursuant to
    Rule 13a-14
    and 15d-14 promulgated under the Securities and Exchange Act of
    1934, as amended, as adopted pursuant to section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated
    by reference to Exhibit 32.1 of RCNs Annual Report on
    Form 10-K
    filed on March 9, 2010).32
.2

Certification of Executive Vice President and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350 as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    (incorporated by reference to Exhibit 32.2 of RCNs
    Annual Report on
    Form 10-K
    filed on March 9, 2010).     *
    
    Document attached.**
    
    Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.+
    
    Management compensatory plan or arrangement. E-4