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RCN LOGO

RCN CORPORATION

2001 CHAIRMANS PERFORMANCE
AND RETENTION BONUS PLAN

Amended and Effective as of January 1, 2003





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TABLE OF CONTENTS



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|RCN CORPORATION 2001 CHAIRMANS PERFORMANCE AND RETENTION BONUS PLAN
|CHAIRMAN'S  PERFORMANCE AND RETENTION BONUS PLAN                    
|SUBSIDIARIES                                                        
|CONSENT OF PRICEWATERHOUSECOOPERS LLP                               
|POWERS OF ATTORNEY                                                  



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RCN CORPORATION
2001 CHAIRMANS PERFORMANCE AND RETENTION BONUS PLAN



|1.0 |  | PURPOSE AND INTENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|1.1 |  | Purpose and Intent.The purpose and intent of this plan is to provide
long-term incentive compensation to reward and retain RCNs Chairman and
Chief Executive Officer and other selected key employees for achieving and
surpassing specific corporate and functional objectives over a
pre-determined performance period.                                                                                                                                                                                                           
|   
|2.0 |  | DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|2.1 |  | Definitions.For the purpose of the plan, the following terms shall have
the meanings indicated:                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|    |  | Affiliate shall mean any corporation, partnership, or other
organization which RCN owns or controls, directly or indirectly.                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Award shall mean, for each Participant, a specific dollar amount
payment and/or equity instrument grant as determined by the Committee in
accordance with Section 7.                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | Cause shall mean RCN having cause to terminate a Participants
employment, or any other agreement between the Participant and RCN upon
(i) the determination by RCN that Participant has ceased to perform his
or her duties to RCN, which failure amounts to intentional and extended
neglect of duties, (ii) the Committees determination that the
Participant has engaged in conduct materially injurious to RCN, or (iii)
the Participant having pled no contest to a charge of a felony or having
been convicted of a felony.
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|    |  | Certification Date shall mean the date the achievement of the
Performance Goals has been certified in writing by the Committee in
accordance with Section 6.                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Change In Control shall mean Change in Control as defined under the
Equity Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | Committee shall mean RCNs Compensation Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | Corporate Entity shall mean any department, division, or corporate
sub-unit of RCN.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | EBITDA shall mean earnings before interest, taxes, depreciation and
amortization as reported in RCNs financial statements.                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | Equity Plan shall mean
the RCN Corporation 1997 Equity Incentive Plan,
as amended from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | Exchange Act shall mean the Securities Exchange Act of 1934, as amended
from time to time, including applicable regulations thereunder.                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | Fair Market Value shall mean Fair Market Value as defined under the
Equity Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | Officer shall mean an employee of RCN subject to Section 16 of the
Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | Participant shall mean an employee who is eligible for inclusion in the
Plan, and who becomes a participant in the Plan in accordance with
Section 2.                                                                                                                                                                                                                                                                                                                                                                              

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|    |  | Performance Goals shall mean the goals with respect to the Performance
Measures that must be achieved by RCN during the Performance Period in
order for Awards to be paid to Participants.                                                                                                                                                                                                                                                                                                        
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|    |  | Performance Measures shall mean those measures determined in accordance
with Section 5.                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | Performance Period shall mean the period beginning on January 1, 2001
and ending on December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | Plan shall mean this RCN Corporation 2001 Chairmans Performance and
Retention Bonus Plan.                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | RCN shall mean RCN Corporation, a Delaware corporation, and all of its
Affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | Revenues shall mean revenue as reported in RCNs audited financial
statements.                                                                                                                                                                                                                                                                                                                                                                                                                    
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|3.0 |  | ADMINISTRATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|3.1 |  | Responsibility. The Committee shall have the responsibility, in its sole
discretion, to control, operate, manage and administer the Plan in
accordance with its terms.                                                                                                                                                                                                                                                                                                                              
|   
|3.2 |  | Award Agreement. Awards granted under the Plan shall be evidenced by an
Award Agreement which shall be signed by the Committee and the
Participant; provided, however, that in the event of any conflict between
a provision of the Plan, a provision of the Equity Plan, or a provision of
the Award Agreement, the provision of the Equity Plan shall prevail over
the Plan and the Award Agreement, and if the conflict is between the Plan
and the Award Agreement, then the Plan shall prevail.
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|3.3 |  | Authority of the Committee. The Committee shall have all the
discretionary authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan, including but not
limited to the following:                                                                                                                                                                                                                                                          



| | (a) |  | to determine eligibility and participation in the Plan;                                                                                                                                                    
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| | (b) |  | to determine eligibility for and the type and size of an
Award granted under the Plan;                                                                                                                     
|
| | (c) |  | to grant Awards to, and to enter into Award Agreements with,
Participants;                                                                                                                                 
|
| | (d) |  | to supply any omission, correct any defect, or reconcile any
inconsistency in the Plan in such manner and to such extent as it
shall deem appropriate in its sole discretion to carry the same into
effect;
|
| | (e) |  | to issue administrative guidelines as an aid to administer
the Plan and make changes in such guidelines as it from time to time
deems proper;                                                              
|
| | (f) |  | to make rules for carrying out and administering the Plan and
make changes in such rules as it from time to time deems proper;                                                                             
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| | (g) |  | to the extent permitted under the Plan, grant waivers of Plan
terms, conditions, restrictions, and limitations;                                                                                            
|
| | (h) |  | to accelerate the vesting of any Award when such action or
actions would be in the best interest of RCN;                                                                                                   

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| | (i) |  | to grant Awards in replacement of Awards previously granted
under this Plan or any other executive compensation plan of RCN; and
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| | (j) |  | to take any and all other actions it deems necessary or
advisable for the proper operation or administration of the Plan.       



|3.4  |  | Action by the Committee. The Committee may act only by a majority of its
members. Any determination of the Committee may be made, without a
meeting, by a writing or writings signed by all of the members of the
Committee. In addition, the Committee may authorize any one or more of
its members to execute and deliver documents on behalf of the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|3.5  |  | Delegation of Authority. The Committee may delegate to one or more of
its members and/or or to one or more agents such administrative duties as
it may deem advisable; provided, however, that any such delegation shall
be in writing. In addition, the Committee, or any person to whom it has
delegated duties under this Section 3.5, may employ one or more persons to
render advice with respect to any responsibility the Committee or such
person may have under the Plan. The Committee may employ such legal or
other counsel, consultants and agents as it may deem desirable for the
administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by
the Committee in the engagement of such counsel, consultant or agent shall
be paid by RCN, or the Affiliate whose employees have benefited from the
Plan, as determined by the Committee.
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|3.6  |  | Compliance with NASDAQ and Section 157, Title 8, of the Delaware Code.
The Committee shall NOTdelegate the determination of any compensation of
any Officer unless such delegation is in accordance with the listing rules
of The Nasdaq Stock Market, Inc. If the Committee delegates to any Officer
or other employee of RCN the authority to grant Awards to any other
Officer or employee, then such delegation shall be pursuant to a
resolution adopted by RCNs Board of Directors and which in all other
respects complies with Section 157, Title 8, of the Delaware Code.                                                                                                                                                                                                                                                                                                                                                         
|    
|3.7  |  | Determinations and Interpretations by the Committee. All determinations
and interpretations made by the Committee shall be binding and conclusive
on all Participants and their heirs, successors, and legal
representatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|3.8  |  | Liability. No member of RCNs Board of Directors, no member of the
Committee and no employee of RCN shall be liable for any act or failure to
act hereunder, except in circumstances involving his or her bad faith,
gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties
in connection with the administration of the Plan have been delegated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|3.9  |  | Indemnification. RCN shall indemnify members of the Committee and any
agent of the Committee who is an employee of RCN, against any and all
liabilities or expenses to which they may be subjected by reason of any
act or failure to act with respect to their duties on behalf of the Plan,
except in circumstances involving such persons bad faith, gross
negligence or willful misconduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|3.10 |  | Corporate Books and Records Controlling.The audited books and records
of RCN shall be controlling in the event a question arises hereunder
concerning the amount of the Award, calculation of the Award, the
designation of a beneficiary, or any other matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|4.0  |  | ELIGIBILITY AND PARTICIPATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|4.1 |  | Eligibility and Participation.The Committee shall determine, on a
case-by-case basis and in its sole discretion, based on the CEOs
recommendation any individual employed by RCN who is eligible to become a
Participant and if such person becomes a Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|5.0 |  | PERFORMANCE MEASURES AND GOALS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|5.1 |  | Performance Measures and Performance Goals.The Committee in its sole
discretion shall determine the Performance Measure(s) and the Performance
Goal for each Performance Measure with respect to the Performance Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|5.2 |  | Adjustments.Notwithstanding anything contained in the Plan to the
contrary, the Performance Goals may be equitably adjusted by and as
determined by the Committee in its sole discretion, in the event of any
corporate event or change in law or circumstance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|6.0 |  | CERTIFICATION OF ACHIEVEMENT OF PERFORMANCE GOALS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|6.1 |  | Certification by Committee. At any time during the Performance Period,
or as soon as practicable following the last day of the Performance
Period, the Committee shall meet to review and certify in writing whether,
and to what extent, each Performance Goal has been achieved. The date
that the Committee certifies that such Performance Goal has been achieved
is the Certification Date of the Performance Goal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|7.0 |  | CALCULATION AND DISTRIBUTION OF AWARDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|7.1 |  | Calculation of Award Payout Levels.A Participants Award payout level
under the Plan shall be determined by the Committee in its sole
discretion. This Award may be pro-rated based on the Participants tenure
with RCN during the Performance Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|7.2 |  | Cash Award.If the Committee declares a Certification Date, RCN shall
make a cash payment of all or a portion of the Award to each Participant
as soon as practicable following the Certification Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|7.3 |  | Restricted Stock or Unit Award.If the Committee declares a
Certification Date, and if the Committee decides, in its sole discretion,
NOTto pay 100% of the Award in cash, then RCN shall grant a restricted
stock or unit Award to each Participant as soon as practicable following
the Certification Date. The restricted stock or unit Award shall be
granted under and in accordance with the Equity Plan and shall have a
grant date value equal to a dollar amount as determined by the Committee
in its sole discretion. A Participant shall receive a number of shares of
restricted RCN common stock or units equal to such dollar amount divided
by the Fair Market Value of RCNs stock as of a date determined by the
Committee in its sole discretion. The restricted stock or units, if so
granted, shall vest and become fully transferable or distributable under a
vesting schedule determined by the Committee in its sole discretion.
|   
|7.4 |  | Maximum Individual Award.The maximum dollar amount that may be paid as
an Award to any individual Participant in a 1-year period is $5,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|8.0 |  | TERMINATION OF EMPLOYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|8.1 |  | Death.If a Participant shall die before his or her Award is fully paid
or vested, such unpaid Award shall be paid to the Participants
beneficiary, and if such unpaid Award included an unvested restricted
stock Award, then all restrictions on such stock shall lapse as of the
date of death.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|8.2  |  | Other Termination of Employment.If the Participants employment
terminates for any reason including Cause prior to the date the cash Award
is paid and/or the restricted stock Award vests, the entire Award shall be
immediately forfeited. The Committee, in its sole discretion, may direct
payment of the Award, if it finds that the circumstances in a particular
case so warrant.                                                                                                                                                                                                                                                                                                             
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|    
|8.3  |  | Leave of Absence or Disability.The Participants employment shall not
be considered as terminated if the Participant is on an approved leave of
absence, or if the Participant transfers in the employ of RCN, or if the
Participant is eligible to receive disability payments under the RCN Long
Term or Short Term Disability Plan.                                                                                                                                                                                                                                                                                                                                                               
|    
|8.4  |  | Discretion to Alter Payment Date.Notwithstanding the provisions of
Section 8.1, 8.2, and 8.3, if the Participants employment terminates for
any reason, the Committee may, in its sole discretion, direct the Award be
paid at some other time or that it be paid in installments; provided, that
no such direction adversely affects the rights of the Participant or his
or her beneficiary under the Plan.                                                                                                                                                                                                                                                                                       
|    
|9.0  |  | TRANSFERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|9.1  |  | General Transfer.If a Participant transfers to another Corporate Entity
prior to the end of the Performance Period, he or she shall be treated as
a Participant in his or her current Corporate Entity for the entire
Performance Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|9.1  |  | Transfer to other Incentive Plan.If a Participant transfers to another
Corporate Entity and participates in another RCN incentive plan during the
Performance Period, the Participant shall receive a pro-rated Award based
on his or her tenure in the Plan. Payment of this pro-rated Award shall
be in accordance with Section 7 and other relevant provisions of the Plan.
If a Participant transfers from another Corporate Entity during the
Performance Period and does not become a participant in another RCN
incentive plan, the Participant shall receive a pro-rated Award based on
his or her tenure in the Plan in accordance with Section 7 and other
relevant provisions of the Plan.
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|10.0 |  | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|10.1 |  | Litigation.RCN shall have the right to contest, at its expense, any
ruling or decision, administrative or judicial, on an issue that is
related to the Plan and that the Committee believes to be important to
Participants, and to conduct any such contest or any litigation arising
therefrom to a final decision and shall not control or affect the meaning
or construction of any terms or provisions of the Plan.                                                                                                                                                                                                                                                                             
|    
|10.2 |  | Headings are not Controlling.The headings contained in the Plan are for
convenience only and shall not control or affect the meaning or
construction of any terms or provisions of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|10.3 |  | Employment Rights to Other Benefit Programs.The provisions of the Plan
shall not give any Participant any right to be retained in the employment
of RCN. The Plan shall not affect any right of RCN to terminate, with or
without Cause, any Participants employment at any time. The Plan is in
addition to, and not in lieu of, any other employee benefit plan or
program in which any Participant may be or become eligible to participate
by reason of employment with RCN.                                                                                                                                                                                                                    
|    
|10.4 |  | Governing Law.The Plan shall be governed by and construed in accordance
with the laws of the State of Delaware without reference to principles of
conflict of laws, except as superseded by applicable federal law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|10.5 |  | Amendment and Termination.RCN, through the Committee, reserves the
right to amend or terminate this Plan at any time, except that no such
amendment or termination shall adversely affect the right of a Participant
to his or her Award as of the date of such amendment or termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|10.3 |  | Change In Control.In the event of a Change in Control, the Committee
shall make a determination consistent with provisions in Sections 15 and
16 of the Equity Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|10.5 |  | Non-Assignability.The Participants right or the right of any other
person to the Award or any other benefits hereunder cannot be assigned,
alienated, sold, garnished, transferred, pledged, or encumbered except by
the laws of descent and distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|10.6 |  | Withholding of Taxes.RCN shall deduct or withhold from any payment to
be made or deferred hereunder any U.S. federal, state or local, or foreign
income or employment taxes required by law to be withheld.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|10.7 |  | Default Beneficiary.The Participants beneficiary shall be the
Participants surviving spouse, if the Participant is married at the time
of his or her death and not subject to a court-approved agreement or court
decree of separation, or otherwise the person or persons designated to
receive benefits on the account of the Participants death under the RCN
Group Life Insurance Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|10.8 |  | Domestic Relations Orders.RCN, shall pay to, or to the Participant for
the benefit of, the Participants spouse, former spouse, or child the
portion of the Participants Award specified in a valid court order
entered in a domestic relations proceeding involving the Participants
divorce, legal separation, or child support. Such a payment shall be made
net of any amounts RCN may be required to withhold under applicable
federal, state, or local law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|10.9 |  | No Right, Title, or Interest in Company Assets. Participants shall have
no right, title, or interest whatsoever in or to any investments which RCN
may make to aid it in meeting its obligations under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship between RCN and any Participant, beneficiary, legal
representative or any other person. To the extent that any person
acquires a right to receive payments from RCN under the Plan, such right
shall be no greater than the right of an unsecured general creditor of
RCN. All payments to be made hereunder shall be paid from the general
funds of RCN and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts
except as expressly set forth in the Plan. The Plan is not intended to be
subject to the Employee Retirement Income Security Act of 1974, as
amended.

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