Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2009 Annual Meeting of Stockholders held on June 2, 2009 (the "Annual Meeting"), stockholders of RCN Corporation (the "Company") approved an amendment of the Company's 2005 Stock Compensation Plan (the "2005 Plan") to allow for a one time stock option exchange program (the "Exchange Program"). The text of the amendment of the Plan and the material terms of the proposed Exchange Program are summarized in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "Commission") on April 30, 2009 in connection with the Annual Meeting (the "Proxy Statement"). The foregoing description of the amendment of the 2005 Plan does not purport to be complete and is qualified in its entirety by reference to the description in the Proxy Statement and the full text of the 2005 Plan attached to the Company's definitive proxy statement for its 2007 Annual Meeting of Stockholders filed with the Commission on April 26, 2007.

---