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                                                                   EXHIBIT 10.20

                                  HSBC BANK USA

                           MPOWER HOLDING CORPORATION

                    DIRECTORS AND OFFICERS INSURANCE PREMIUM

                                 TRUST AGREEMENT

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[HSBC LOGO]

            DIRECTORS AND OFFICERS INSURANCE PREMIUM TRUST AGREEMENT

      THIS AGREEMENT (hereinafter referred to as the "Trust Agreement"), made
this 15th day of November, 2002 by and between Mpower Holding Corporation, a
corporation organized and existing under the laws of the State of Delaware 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 is from time to time a party to various officers and
directors indemnifications insurance policies (together with any replacement,
renewal or successor policies, the "Policies"), underwritten by various
insurance companies (together with any successor thereto or any underwriter of a
replacement, renewal or successor Policies or any successor thereto, the
"Insurers"); and

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

      WHEREAS, the Company wishes to establish a trust (the "Trust") to fund the
payment of such premiums (the "Premiums") as necessary to purchase and maintain
the Policies in accordance with the terms of this Trust Agreement; and

      WHEREAS, the Company wishes to contribute assets to the Trust that shall
be held therein to pay the Premiums.

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

                                    SECTION 1
                             Establishment of Trust

      (a) (i) The Company hereby deposits with the Trustee in trust $2,000,000,
which shall become the principal of the Trust to be held, administered and
disposed of by the 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.

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      (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 payment of Premiums to provide such coverage, for such duration and
under such circumstances described in Section 2(a) of this Trust Agreement. It
is intended that Trust assets will be used solely to pay the Premiums and will
neither revert to the Company except with respect to excess assets as discussed
in Section 11, nor be paid to any Covered Person (as defined below), or any
creditors of the Company, the Insurer or any Covered Person.

      (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 the
Trustee to augment the principal to be held, administered and disposed of by the
Trustee as provided in this Trust Agreement. Neither the Trustee, any Covered
Person nor the Insurer shall have any right to compel such additional deposits,
or any other contribution to the Trust.

                                    SECTION 2
                               Payment of Premiums

      (a) (i) The Trustee shall pay when due from the Fund, such Premiums as
necessary to purchase and maintain officers and directors indemnification
insurance of not less than $20,000,000 (the "Run-Off Policy"), such that each
director and officer covered under the Run-Off Policy as of the date hereof or
at any time hereafter (each, a "Covered Person"), shall continue to be covered
by officers and directors indemnification insurance and for six years following
the earlier of (A) a change of control of the Company or the cessation of the
Company's business, including by reason of the sale of all or substantially all
of the stock or assets or the liquidation of the Company, or (B) the date that
such Covered Person ceases to be a director or officer of the Company.

          (ii)The Company shall from time to time deliver to the Trustee
following the execution of this Trust Agreement any information that is
reasonably necessary to calculate or ascertain the amount and payment date of
any Run-Off Policy Premiums and any other information that the Trustee may
reasonably request.

      (b) The entitlement of a Covered Person to benefits under the Run-Off
Policy shall be determined by the Company and/or the Insurer pursuant to the
terms of the Run-Off Policy and the Trustee shall have no authority over and no
responsibility for the determination of or disposition of claims for benefits
under the Run-Off Policy.

      (c) If the principal of the Trust, and any earnings thereon, are not
sufficient to pay any Premium as it falls due, or any portion thereof, the
Company shall pay such Premium, or portion thereof, as it falls due. The Trustee
shall notify the Company where principal and earnings are not sufficient.

                                    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 any of the Trust assets before all
Premiums have been paid in accordance with this Trust Agreement.


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                                    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 Company (the "Investment Guidelines")
which the Company shall provide to the Trustee following the execution of this
Trust Agreement, and which shall constitute the exclusive permitted investments
of the Fund (such Investment Guidelines to be annexed hereto as Exhibit 3);

          (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 Company 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 Covered Persons.

          (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 the Investment Guidelines and shall have no liability whatsoever
for any loss, cost or expense occasioned by any investment in accordance the
Investment Guideline or otherwise 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 Company hereunder and, except as set forth hereunder,
the Trustee shall not be under any obligation 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 Company; 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 Company, 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 Company 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


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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 Trust 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 Trust as
provided in Section 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 Trust, 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 Trust Agreement 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 Trust 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
Company which is contemplated by, and


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in conformity with, the terms of this Trust Agreement and is given in writing by
the Company. The duties and obligations of the Trustee shall be limited to those
expressly imposed upon it by this Trust Agreement, notwithstanding any reference
herein to the Policy.

      (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 this Trust Agreement, unless arising from the Trustee's own grossly
negligent or willful misconduct, violation of law 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 Trust
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
Policy.

      (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) 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 Company 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 Trust 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


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                 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 Company, 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

      (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 Trust 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, 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.


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<PAGE>

                                    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.

          (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 Trust 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 make the Trust revocable.


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       (b) (i) The Trust shall not terminate until the date on which (A) all
Premiums are paid in accordance with this Trust Agreement or (B) there are no
more assets remaining in the Trust or there are insufficient assets remaining in
the Trust to pay any Premium, or any portion thereof, when due and the Company
is unable to pay the such premium, or portion thereof, in accordance with
Section 2(c) of this Trust Agreement. 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 Covered Persons, who are living and in
being on the effective date of this Trust Agreement.

          (iii) In case the Trust 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 to the Company any assets remaining in the Trust. Upon such
termination of the Trust in whole or in part, the Trustee shall have a right to
have its accounts settled as provided in Section 6 hereof.

                                        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) No interest in the Fund and no amount payable in accordance with this
Trust Agreement may 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, without regard to the conflicts
of law provisions thereof.

          (ii) Nothing in this Trust 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 Trust Agreement are placed herein for
convenience of reference only, and the Trust Agreement is not to be construed by
reference thereto.

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

      (f) This Trust 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 Trust 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


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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 Trust Agreement.

                                   SECTION 13
                             Actions of the Company

      (a) Any action required by any provision of this Trust Agreement to be
taken by the Company's 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 Trust Agreement, any
other action of the Company under any provision of this Trust 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 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 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.

      (b) 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.

      (c) 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 Holding
Corporation Directors and Officers Insurance Premiums Trust.

      The effective date of this Trust Agreement shall be November 18, 2002.


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

                                    MPOWER HOLDING CORPORATION

                                    By:     /s/ Russell I. Zuckerman
                                       ---------------------------------------
                                    RUSSELL I. ZUCKERMAN, SR. VP & GENERAL
                                    COUNSEL


                                    TRUSTEE

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


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<PAGE>

STATE OF _New York      )
COUNTY OF _Monroe       )     ss:

      On this _____ day of ______________, 2002, before me personally came
RUSSELL I. ZUCKERMAN, to me known, who, being by me duly sworn, did depose and
say that he resides at 14 Cricket Hill Drive, Pittsford, NY 14534, that he is
the Sr. VP & General Counsel of Mpower Holding Corporation, 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.


----------------------------------
      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


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