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                                                                   EXHIBIT 10.18

                                  HSBC BANK USA

                           MPOWER COMMUNICATIONS CORP.

                       EMPLOYEE BENEFIT TRUST AGREEMENT II

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[HSBC LOGO]

                           MPOWER COMMUNICATIONS CORP.

                       EMPLOYEE BENEFIT TRUST AGREEMENT II

      THIS AGREEMENT (hereinafter referred to as the "Trust Agreement"), made
this 2nd day of October, 2002 by and between Mpower Communications Corp., a
corporation organized and existing under the laws of the State of New York and
having its principal offices at 175 Sully's Trail, Suite 300, Pittsford, New
York, 14534 (the "Company"), and HSBC Bank USA ("HSBC"), a bank organized under
the laws of the State of New York and having a principal place of business at
One HSBC Center, Buffalo, New York 14203 (the "Trustee").

                                   WITNESSETH:

      WHEREAS, the Company has established certain severance and retention
agreements for the exclusive benefit of employees of the Company or its
affiliates (in the aggregate, the agreements are referred to herein as the
"Mpower Communications Corp. Severance Plan" or "Plan"); and

      WHEREAS, the Trustee is not a party to the Plan and makes no
representations with respect thereto, and all representations and recitals with
respect to the Plan shall be deemed to be those of the Company; and

      WHEREAS, on October 23, 2001, the Company and the Trustee entered into an
employee Benefits Trust Agreement pursuant to which an irrevocable trust was
established to fund the payment of certain benefits under the Plan (the "Old
Trust"); and

      WHEREAS, since March 31, 2002, the Company has taken certain actions that
have increased the amount of severance benefits payable under the Plan to
certain participants in excess of the amounts funded pursuant to the Old Trust;
and

      WHEREAS, the Company wishes to establish a trust (the "Trust") to fund the
payment of the certain severance benefits under the Plan that are not funded by
the Old Trust; and

      WHEREAS, the Company wishes to contribute to the Trust assets that shall
be held therein until paid to Plan participants in such manner and at such times
as specified in the Plan; and

      WHEREAS, the Company has appointed a committee (the "Committee") to
administer the Plan generally and an independent fiduciary (the "Fiduciary") to
determine and to certify to the Trustee the existence of certain facts
concerning the status of the Company that will automatically trigger the payment
of benefits as further provided hereunder; and

      WHEREAS, it is the intention of the Company to make contributions to the
Trust to fund certain benefits owed to participants in excess of the severance
benefits funded under the Old Trust as specified in the Plan.

      NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

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                                    SECTION 1
                             Establishment of Trust

      (a)  (i) The Company hereby deposits with Trustee in trust $100, which
shall become the principal of the Trust to be held, administered and disposed of
by Trustee as provided in this Trust Agreement.

           (ii) The Trustee hereby accepts a trust consisting of the initial
deposit referred to in the preceding sentence and such cash or other property
acceptable to the Trustee as shall be paid or delivered to the Trustee from time
to time, together with the earnings, income, additions and appreciation thereon
and thereto (all of which is hereinafter called the "Fund").

      (b) The Trust hereby established shall be irrevocable.

      (c) The Trust is intended to be a grantor trust, of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Code, and shall be construed accordingly.

      (d) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Plan participants. It is intended that Trust assets
will be used solely to provide Plan benefits and will neither revert to the
Company except with respect to excess assets as discussed in Sections 3 and 11,
nor be paid to any creditors of the Company or of the Plan participants.

      (e) The Company, in its sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property in trust with Trustee
to augment the principal to be held, administered and disposed of by Trustee as
provided in this Trust Agreement. Neither Trustee nor any Plan participant or
beneficiary shall have any right to compel such additional deposits, or any
other contribution to the Trust.

      (f) The Trustee shall have the right and power, but shall be under no
duty, to determine whether the amount of any contribution is in accordance with
the Plan or to collect or enforce payment of any contribution. The Trustee shall
not be responsible for computing or collecting any contribution or other amounts
due under the Plan or the Trust.

                                    SECTION 2
                          Payments to Plan Participants

      (a)  (i) The Committee shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates (x) the amounts payable in respect of each Plan
participant or provides a formula or other instructions acceptable to Trustee
for determining the amounts so payable, (y) the form in which such amount is to
be paid (as provided for or available under the Plan) and (z) the time of
commencement for payment of such amounts. The Payment Schedule shall reflect the
aggregate severance benefits payable to each participant in excess of the
severance benefits payable to such participant pursuant to the Old Trust;
provided, however, that Plan participants shall have no right to payment from
the trust with respect to severance benefits payable pursuant to the Old Trust.
Except as otherwise provided herein, Trustee shall make payments to the Plan
participants in accordance with such Payment Schedule.

           (ii) The Payment Schedule shall be delivered to the Trustee following
the execution of this Trust Agreement and an updated Payment Schedule shall be
furnished at least annually thereafter. Each such Payment Schedule shall
include, without limitation, (A) the names, addresses, social security numbers
and the amount and form of benefit benefits of each Plan participant in the
Plan; (B) a schedule of the estimated yearly cash payments under the Plan; and
(C) any other information regarding the Plan which the Trustee may reasonably
request.


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      (b) The Trustee shall not have the responsibility for determining whether
factual circumstances have occurred that entitle a participant to receive
benefits under the terms of the Plan but shall instead rely on notice and
direction from the Committee or the Fiduciary that such factual circumstances
have occurred. The Fiduciary shall be responsible, where the Plans may contain
such conditions, for notifying the Trustee whether a change in control of the
Company has occurred, whether the Company has curtailed all substantial business
activities or, if the Committee so requests of the Fiduciary, whether the
Company has otherwise attained or failed to attain any other status as may be
contemplated under the Plan. The Committee shall be responsible for notifying
the Trustee of all factual circumstances not within the Fiduciary's
responsibilities described above, such as whether a participant has remained in
employment for the requisite period of time required in any retention agreement
or has terminated employment as may be required in any other Plan agreement. If
either the Fiduciary or the Committee fails to discharge its responsibilities as
specified above within 30 days of a request by the other party that it do so,
the party not initially responsible may undertake the other party's
responsibilities, and the Trustee shall be entitled to rely and act upon such
undertaking.

      (c) (i) To the extent that amounts are paid under this Section 2 by the
Trustee directly to any Plan participant, such amounts shall be reduced by the
Trustee in an amount equal to the income and employment tax withholding required
by law with respect to such participant, as determined by the Committee and
promptly communicated to the Trustee. The Trustee shall inform each Plan
participant to whom a payment is made of the amount withheld from the payment
and the purpose of withholding such amount. Such withheld amounts shall be paid
by the Trustee to the Company, which shall remit such withheld amounts to, and
shall file the appropriate withholding reports with, the appropriate
governmental agencies. In making any determination whether the Committee has
properly determined and the Company has properly reported and/or withheld the
appropriate taxes, the Trustee may rely on a written certification, under
penalties of perjury, signed by a member of the Committee.

           (ii)To the extent that amounts are paid under this Section 2 by the
Trustee directly to any Plan participant and the Committee fails to direct the
Trustee with respect to the appropriate amount to be withheld by the Trustee
with respect to the applicable withholding requirements, the Trustee shall use
its best efforts to determine, in its sole discretion, the appropriate amount of
income and employment tax withholding required by law with respect to the
payment to such participant, and shall reduce any payments by the amount of tax
withholding required. The Trustee shall inform the Company and each Plan
participant to whom payment is made of the amount withheld from the payment and
the purpose of withholding such amount. The amount withheld by the Trustee shall
be paid by the Trustee to the Company and the Company shall remit such withheld
amounts to, and shall file the appropriate withholding reports with, the
appropriate governmental agencies. Provided that the Trustee has withheld the
amounts directed by the Committee or, in the absence of such direction from the
Committee, used its best efforts to determine applicable withholding under this
Section, it shall have no liability for failure to withhold amounts sufficient
to meet applicable requirements, and shall be held harmless by the Company
against such liability.

           (iii) Unless otherwise agreed to by the Trustee, the Company shall be
responsible for all tax information reporting with respect to payments made to
Plan participants hereunder.

      (d)  (i) The entitlement of a Plan participant to benefits under the Plan
shall be determined by the Committee or the Fiduciary, or both, as the case may
be, and any claim for such benefits shall be considered and reviewed under the
procedures set out in the Plan.

           (ii) The Trustee shall have no authority over and no responsibility
for the disposition of claims for benefits under the Plan and, in the absence of
an order to the contrary of a court of competent jurisdiction, may rely
conclusively on the most recent Payment Schedule furnished to it by the
Committee in making or refraining from making payments from the Trust to
individuals who are or


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purport to be Plan participants. The Trustee shall not make payments hereunder
to any person until it receives instructions from the Committee or fiduciary in
a form reasonably satisfactory to the Trustee.

      (e)  (i) The Company may make payment of benefits directly to Plan
participants as they become due under the terms of the Plan. The Committee shall
notify Trustee of the Company's decision to make payment of benefits directly
prior to the time amounts are payable to participants. In addition, if the
principal of the Trust, and any earnings thereon, are not sufficient to make
payments of benefits in accordance with the terms of the Plan, the Company shall
make the balance of each such payment as it falls due. The Trustee shall notify
the Company where principal and earnings are not sufficient.

           (ii) The Trustee shall have no liability or responsibility for
duplicate payments made prior to its receipt from the Committee of notice of the
Company's intention to make direct payment.

                                    SECTION 3
                             Payments to the Company

      The Company shall have no right or power to direct the Trustee to return
to the Company or to divert to any person other than a Plan participant, any of
the Trust assets before all payments of benefits have been made to Plan
participants pursuant to the terms of the Plan, except that the Committee may,
in its discretion, direct the Trustee from time to time to return to the Company
any amount up to the sum of all amounts for which funding was provided under
this Trust but which the Committee has determined will never be paid because
Plan participants terminated employment without satisfying the Plan conditions
for benefit entitlement.

      The Trustee shall be entitled to rely on the Committee for the
determination of the above amounts and shall have no obligation to verify the
accuracy of such amounts or whether the above conditions have been satisfied.

                                    SECTION 4
                              Investment Authority

      (a)  Subject to subsections (b) and (c) of this Section 4, the Trustee
shall have the exclusive authority and discretion to manage and control the
assets of the Fund as specified in this Section 4, and pursuant to such
authority and discretion may exercise from time to time and at any time the
power:

           (i) To invest and reinvest the Fund, without distinction between
principal and income, in the group, family or class of mutual funds or other
securities specified in writing by the Committee which shall constitute the
exclusive permitted investments of the Fund;

           (ii) To exercise, personally or by general or limited proxy, the
right to vote any securities held in the Fund, and to exercise, personally or by
power of attorney, any other right appurtenant to securities held by the Fund;

           (iii) To exercise or sell any conversion or subscription or other
rights appurtenant to any securities held in the Fund; and

           (iv) To invest and reinvest any property, real or personal, in the
Fund in any other form or type of investment not specifically mentioned in this
subsection (a), so long as the Committee directs the Trustee to invest in such
form or type of investment.

      (b)  (i) The Trustee may invest in securities (including stock or rights
to acquire stock) or obligations issued by the Company or the Bank. All rights
associated with assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be exercisable by or
rest with Plan participants except that voting, tender, appraisal, dissenter and
other similar rights with respect to Trust assets shall be exercised by the
Committee. In the absence of timely directions from the


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Committee, the Trustee shall have no duty to exercise such rights, and shall
have no liability for refraining from exercising such rights.

           (ii) Any investment by the Trustee in securities or obligations of
the Company or the Bank shall be subject to prior written approval of the
Company.

      (c) The Trustee shall exercise its powers under this Section 4 in a manner
consistent with such direction by the Committee and shall have no liability
whatsoever for any loss, cost or expense occasioned by any investment in
accordance with this section.

      (d) To the extent permitted by law, the Trustee shall not be liable for
any act or omission of the Committee hereunder and, except as set forth
hereunder, the Trustee shall not be under any obligations to invest or otherwise
manage the assets of the Plan. Without limiting the generality of the foregoing,
the Trustee shall not be liable by reason of its taking or refraining from
taking any action hereunder at the direction of the Committee; the Trustee shall
be under no duty to question or to make inquiries as to any direction or order
or failure to give direction or order by the Committee and the Trustee shall be
under no duty to make any review of investments acquired for the Fund at the
direction or order of the Committee and shall be under no duty at any time to
make any recommendation with respect to disposing of or continuing to retain any
such investment.

      (e) Without limiting the generality of the provisions of Section 7 hereof,
the Company agrees, to the extent permitted by law, to indemnify the Trustee and
hold it harmless from and against any claim or liability that may be asserted
against it, otherwise than on account of the Trustee's own gross negligence or
willful misconduct or violation of any provision of law, by reason of the
Trustee's taking or refraining from taking any action in accordance with this
Section 4.

      (f) Subject to the other provisions of this Trust Agreement, the Trustee
shall have the power and authority to be exercised in its sole discretion at any
time and from time to time to issue and place orders for the purchase or sale of
securities directly with qualified brokers or dealers. Such orders may be placed
with such qualified brokers and/or dealers who also provide investment
information or other research or statistical services to the Trustee in its
capacity as a fiduciary or investment manager for other clients.

                                    SECTION 5
                              Disposition of Income

      During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

                                    SECTION 6
                                    Accounts

      (a)  (i) The Trustee shall keep accurate and detailed records of all
receipts, investments and disbursements under this Agreement. Such person or
persons as the Company shall designate shall be allowed to inspect the books of
account relating to the Fund upon request at any reasonable time during the
business hours of the Trustee.

           (ii) Within 120 days after the close of each calendar year, the
Trustee shall transmit to the Company, and certify the accuracy of, a written
statement of the assets and liabilities of the Fund at the close of that
calendar year, showing the current value of each asset at that date, and a
written account of all the Trustee's transactions relating to the Fund during
the period from the last previous accounting to the close of that calendar year.
(For purposes of this section, the date of the Trustee's resignation or removal
as provided in Section 9 hereof or the date of the termination of the Plan as
provided in Section


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11 hereof shall be deemed to be the close of a calendar year with respect to the
Trustee's resignation or the termination of the Plan, as the case may be.)

           (iii) Unless the Company shall have filed with the Trustee written
exceptions or objections to any such statement or account within 180 days after
receipt thereof, the Company shall be deemed to have approved such statement and
account; and in such case, or upon the written approval by the Company of any
such statement and account, the Trustee shall be forever released and discharged
with respect to all matters and things expressly set forth in such statement and
account as though it had been settled by decree of a court of competent
jurisdiction in an action or proceeding to which the Company and all persons
having any beneficial interest in the Fund were parties.

      (b) Nothing contained in this Agreement or in the Plan shall deprive the
Trustee of the right to have judicial settlement of its accounts. In any
proceeding for a judicial settlement of the Trustee's accounts, or for
instructions in connection with the Fund, the only other necessary party thereto
in addition to the Trustee shall be the Company. If the Trustee so elects, it
may bring in as a party or parties defendant any other person or persons. No
person interested in the Fund, other than the Company, shall have the right to
compel an accounting, judicial or otherwise, by the Trustee, and each such
person shall be bound by all accountings by the Trustee to the Company, as
herein provided, as if the account had been settled by decree of a court of
competent jurisdiction in an action or proceeding to which such person was a
party.

                                    SECTION 7
                            Responsibility of Trustee

      (a) The Trustee shall discharge its duties under this Agreement with the
care, skill, prudence and diligence under the circumstances then prevailing that
a prudent person acting in a like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims;
provided, however, that the Trustee shall incur no liability to any person for
any action taken pursuant to a direction, request or approval given by the
Committee or Fiduciary which is contemplated by, and in conformity with, the
terms of the Plan or this Agreement and is given in writing by the Committee or
Fiduciary. The duties and obligations of the Trustee shall be limited to those
expressly imposed upon it by this Agreement, notwithstanding any reference
herein to the Plan.

      (b) The Trustee shall have no duty to commence or defend any legal action
arising in connection with the Trust unless it shall first have been
indemnified, in manner and substance satisfactory to it, against its costs,
expenses and liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto.

      (c) The Trustee may consult with counsel, who may be counsel for the
Company or for the Trustee in its individual capacity, and shall not be liable
for any actions taken or omitted in accordance with the opinion of counsel. The
Company agrees, to the extent permitted by law, to indemnify and hold the
Trustee harmless from and against any liability that it may incur in connection
with the Fund, unless arising from the Trustee's own grossly negligent or
willful breach of the provisions of Section 7(a). The Trustee shall not be
required to give any bond or other security for the faithful performance of its
duties under this Agreement, except as required by law. The Trustee, in its
corporate capacity, shall not be liable for claims of any persons in any manner
regarding the Plan; such claims shall be limited to the Trust Fund.

      (d) (i) The Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein;
provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a beneficiary of the policy other than
the Trust, to assign the policy (as distinct from conversion of the policy to a
different form)


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other than to a successor Trustee or to loan to any person the proceeds of any
borrowing against such policy.

           (ii) The Trustee shall have, and in its sole and absolute discretion
may exercise from time to time and at any time, the following administrative
powers and authority with respect to the Fund consistent with the provisions of
Section 4:

                     (A) To continue to hold any property of the Fund whether or
                 not productive of income; to reserve from investment and keep
                 unproductive of income, without liability for interest, cash
                 temporarily awaiting investment and such cash as it deems
                 advisable or as the Committee from time to time may specify in
                 order to meet the administrative expenses of the Fund or
                 anticipated distributions therefrom;

                     (B) To hold property of the Fund in its own name or in the
                 name of a nominee or nominees, without disclosure of the Trust,
                 or in bearer form so that it will pass by delivery, but no such
                 holding shall relieve the Trustee of its responsibility for the
                 safe custody of the Fund in accordance with the provisions of
                 the Agreement; the Trustee's books and records shall at all
                 times show that such property is part of the Fund; and, subject
                 to Section 7(c), the Trustee shall be absolutely liable for any
                 loss occasioned by the acts of its nominee or nominees with
                 respect to the securities registered in the name of the nominee
                 or nominees;

                     (C) To employ in the management of the Fund suitable
                 agents, without liability for any loss occasioned by any such
                 agents selected by the Trustee with the care, skill, prudence
                 and diligence under the circumstances then prevailing that a
                 prudent man acting in a like capacity and familiar with such
                 matters would use in the conduct of an enterprise of a like
                 character and with like aims.

                     (D) To do all other acts that the Trustee may deem
                 necessary or proper to carry out any of the powers set forth in
                 Section 4 hereof or otherwise in the best interests of the
                 Fund.

      (e) Notwithstanding any powers granted to the Trustee pursuant to this
Trust Agreement or to applicable law, the Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.

      (f) Unless the Trustee participates knowingly in, or knowingly undertakes
to conceal, an act or omission of the Committee, the Fiduciary, or any other
fiduciary, knowing such act or omission to be a breach of fiduciary
responsibility, the Trustee shall be under no liability for any loss of any kind
which may result by reason of such act or omission.

      (g) If a dispute arises as to the payment of any funds or delivery of any
assets by the Trustee, the Trustee may withhold such payment or delivery until
the dispute is determined by a court of competent jurisdiction or finally
settled in writing by the parties concerned.

                                    SECTION 8
                        Taxes, Compensation and Expenses


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       (a) (i) The Company shall pay any Federal, state, local or other taxes
imposed or levied with respect to the corpus and/or income of the Fund or any
part thereof under existing or future laws.

           (ii)All taxes that may be levied or assessed upon, or in respect of,
the Fund shall be paid from the Fund. The Trustee shall notify the Company of
any proposed or final assessments of taxes and may assume that any such taxes
are lawfully levied or assessed, unless the Company advises it in writing to the
contrary within 15 days after receiving the above notice from the Trustee. In
such case, the Trustee, if requested by the Company in writing, shall contest
the validity of such taxes in any manner deemed appropriate by the Company; the
Company may itself contest the validity of any such taxes, in which case the
Company shall so notify the Trustee and the Trustee shall have no responsibility
or liability respecting such contest. If either party to this Agreement contests
any such proposed levy or assessments, the other party shall provide such
information and cooperation as the party conducting the contest shall reasonably
request.

      (b) The Trustee, without direction from the Company or the Committee,
shall pay from the Fund from time to time such reasonable compensation for its
services as trustee as shall be agreed upon with the Company, the reasonable and
necessary expenses and compensation of counsel and other agents employed or
engaged by the Trustee pursuant to Section 7(d)(ii)(C) and all other reasonable
and necessary expenses of managing and administering the Fund (which the
Trustee, in its discretion, determines to be necessary or appropriate) that are
not paid by the Company. Pursuant to Committee direction, the Trustee shall also
pay from the Fund the Fiduciary's fees and expenses to the extent not paid by
the Company.

                                    SECTION 9
                       Resignation and Removal of Trustee

      (a) The Trustee may resign at any time by written notice to the Company,
which shall be effective 60 days after receipt of such notice unless the Company
and the Trustee agree otherwise.

      (b) The Company, by action of its Board, may remove the Trustee at any
time upon 60 days written notice, or upon shorter notice if acceptable to the
Trustee. In the event it resigns or is removed, the Trustee shall have a right
to have its accounts settled as provided in Section 6 hereof.

      (c) (i) Upon the resignation or removal of the Trustee and the appointment
of a successor Trustee, all assets shall subsequently be transferred to the
successor Trustee. The transfer shall be completed within 60 days after receipt
of notice of resignation, removal or transfer, unless the Company extends the
time limit.

          (ii) The Trustee may reserve such sums as the Trustee shall deem
necessary to defray its expenses in settling its accounts, to pay any of its
compensation due and unpaid and to discharge any obligation of the Fund for
which the Trustee may be liable. If the sums so reserved are not sufficient for
these purposes, the Trustee shall be entitled to recover the amount of any
deficiency from either the Company or the successor Trustee, or both. When the
Fund shall have been transferred and delivered to the successor Trustee and the
accounts of the Trustee have been settled as provided in Section 6 hereof, the
Trustee shall be released and discharged from all further accountability or
liability for the Fund and shall not be responsible in any way for the further
disposition of the Fund or any part thereof.

      (d) (i) If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 10 hereof, by the effective date of
resignation or removal under subsection (b) above. If no such appointment has
been made, the Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of the Trustee
incurred in connection with the proceeding shall be allowed as administrative
expenses of the Trust.


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          (ii) Each successor trustee shall have all the powers and duties
conferred upon the Trustee in this Trust Agreement and "Trustee", as used in
this Agreement, shall be deemed to include any successor Trustee.

                                   SECTION 10
                            Appointment of Successor

      In the event of the resignation or removal of the Trustee, a successor
Trustee shall be appointed by the Company. Such appointment shall take effect
upon delivery to the Trustee of an instrument so appointing the successor and an
instrument of acceptance executed by such successor, both of which instruments
shall be duly acknowledged by a notary public. The delivery of such instruments
shall take place within sixty (60) days after notice of resignation or removal,
as applicable, of the Trustee shall have been given.

                                   SECTION 11
                            Amendment or Termination

      (a) This Trust Agreement may be amended by a written instrument duly
executed and acknowledged by the Trustee and the Company. Notwithstanding the
foregoing, no such amendment shall conflict with the terms of the Plan or shall
make the Trust revocable.

      (b) (i) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan. Upon termination of the Trust, any assets remaining in
the Trust shall be returned to the Company.

          (ii) Notwithstanding the foregoing, if not sooner terminated, the
Trust shall terminate automatically on the twenty-first (21st) anniversary of
the death of the last to die of all the Plan participants, who are living and in
being on the effective date of this Trust Agreement.

          (iii) In case the Plan is terminated, in whole or in part, the
Trustee (subject to the provisions of Sections 9 and 10 hereof and reserving
such sums as the Trustee shall deem necessary in settling its accounts and to
discharge any obligation of the Fund for which the Trustee may be liable) shall
apply and distribute any subfund attributable to such terminating Plan in
accordance with the written directions of the Committee. Upon such termination
of the Plan in whole or in part, the Trustee shall have a right to have its
accounts settled as provided in Section 6 hereof. When a subfund shall have been
so applied or distributed and the accounts of the Trustee shall have been so
settled, the Trustee shall be released and discharged from all further
accountability or liability respecting such subfund, and shall not be
responsible in any way for the further disposition of such subfund.

                                   SECTION 12
                                  Miscellaneous

      (a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

      (b) Benefits payable to Plan participants under this Trust Agreement may
not be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.

      (c) (i) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts to be
performed wholly within the State of New York.


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          (ii) Nothing in this Agreement shall be construed to subject the Trust
created hereunder to ERISA.

          (iii) Any reference herein to ERISA or the Code shall include such
law as in effect on the effective date hereof, subsequent amendment thereto and
any succeeding law.

      (d) The titles to Sections of this Agreement are placed herein for
convenience of reference only, and the Agreement is not to be construed by
reference thereto.

      (e) This Agreement shall bind and inure to the benefit of the successors
and assigns of the Company and the Trustee, respectively.

      (f) This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute but one
instrument, which may be sufficiently evidenced by any counterpart executed by
all parties hereto.

      (g) Any corporation into which the Trustee is merged with or with which it
is consolidated, or any corporation resulting from a merger, reorganization or
consolidation, to which the Trustee is a party, or any corporation to which all
or substantially all the trust business of the Trustee is transferred shall
become the successor trustee under the Agreement without the execution or filing
of any further instrument or the performance of any further act.

      (h) The Company or anyone acting on its behalf may at any time employ the
Trustee in its corporate (and not its fiduciary) capacity as agent to perform
any act, keep any records or accounts, or make any computations required by the
Company. Any such agency relationship shall be established by a separate
agreement between the Company and the Trustee, and the existence of such
agreement and any actions performed by the Trustee under such agreement shall
not affect its responsibilities as Trustee under this Agreement.

                                   SECTION 13
                   Administration of the Plan; Communications

      (a) The Committee shall administer the Plan as provided therein, the
Fiduciary shall be responsible for certifying the existence or not of the
circumstances specified in Section 2(b) and the Trustee shall not be responsible
in any respect for administering such Plan or making determinations specified in
Section 2(b) nor shall the Trustee be responsible for the adequacy of the Fund
to meet and discharge all payments and liabilities under such Plan. The Trustee
shall be fully protected in relying upon any written notice, instruction,
direction or other communication signed by any member of the Committee, the
Fiduciary or a duly-authorized Company officer. The Committee from time to time
shall furnish the Trustee with the names and specimen signatures of such persons
and shall promptly notify the Trustee of the termination of any such person and
the appointment of a successor. Until notified to the contrary, the Trustee
shall be fully protected in relying upon the most recent list of authorized
persons furnished to it by the Committee.

      (b) Any action required by any provision of this Agreement to be taken by
the Board shall be evidenced by a resolution of the Board, certified to the
Trustee by the Secretary or an Assistant Secretary of the Company under its
corporate seal. The Trustee shall be fully protected in relying upon any
resolution so certified to it. Unless other evidence with respect thereto has
been specifically prescribed in this Agreement, any other action of the Company
under any provision of this Agreement, including any approval of or exceptions
to the Trustee's accounts, shall be evidenced by a certificate signed by an
officer of the Company, duly authorized to give communications to the Trustee,
and the Trustee shall be fully protected in relying upon such certificate. The
Trustee may accept a certificate signed by any member of the Committee, the
Fiduciary or a duly-authorized Company officer authorized to give communications
to the Trustee as proof of any fact or matter that it deems necessary or
desirable to have


                                                                              10
<PAGE>

established in the administration of the Trust (unless other evidence of such
fact or matter is expressly prescribed herein), and the Trustee shall be fully
protected in relying upon the statements in the certificate.

      (c) Notwithstanding anything herein contained to the contrary, the Trustee
shall be entitled conclusively to rely upon any written notice, instruction,
direction, certificate or other communication reasonably believed by it to be
genuine and to be signed by the proper person or persons, and the Trustee shall
be under no duty to make investigation or inquiry as to the truth or accuracy of
any statement contained therein.

      (d) Until notice be given to the contrary, communications to the Trustee
shall be sent to it at its office at One HSBC Plaza, Rochester, NY 14639,
Attention: Charles Herendeen; communications to the Company shall be sent to it
at its office at 175 Sully's Trail, Suite 300, Pittsford, New York, 14534, ATTN:
Russell I. Zuckerman, Esq.

                                   SECTION 14
                              Name; Effective Date

      The name of the Trust created hereby shall be the Mpower Communications
Corp. Employee Benefit Trust.

      The effective date of this Trust Agreement shall be October 2, 2002.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their respective names by their duly authorized officers as of the
day and year first above written.

                                    MPOWER COMMUNICATIONS CORP.

                                    By:    /s/ Rolla P. Huff
                                       ----------------------------------
                                          ROLLA P. HUFF, CEO


                                    TRUSTEE

                                    By:    /s/ Charles G. Herrendeen
                                       ----------------------------------
                                          Charles G. Herrendeen

STATE OF ________________)
COUNTY OF _______________)     ss:

      On this 2nd day of October, 2002, before me personally came ROLLA P. HUFF,
to me known, who, being by me duly sworn, did depose and say that he resides at
14 Moraine Point, Victor, New York, 14564, that he is the Chief Executive
Officer of Mpower Communications Corp., the Company described in the foregoing
instrument, that he was duly authorized by the Company to execute the agreement
and that he signed the agreement.


                                                                              11
<PAGE>


----------------------------
      Notary Public

STATE OF NEW YORK        )
COUNTY OF   _____________)     ss:

      On this _____ day of ______________, 2002, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that s/he resides at _______________________, that he is the
________________________ of HSBC Bank USA, the company described in and which
executed the foregoing instrument as Trustee, by order of the Board of Directors
of said company and that s/he signed.


----------------------------------
      Notary Public


                                                                              12