<PAGE>


EXHIBIT 4.2

         Voting Agreements and Term Sheet for Exchange of (I) Cash and Newco
Common Stock for 13% Senior Notes due 2010 Issued by Mpower Holding Corporation
and (II) Newco Common Stock for Series C and Series D Preferred Stock Issued by
the Company.

                                VOTING AGREEMENT


         This Voting Agreement dated as of February 22, 2002 (the "Agreement")
is made by and among (i) the undersigned holders or managers of discretionary
accounts that hold or beneficially own (each, a "Consenting Noteholder" and
collectively the "Consenting Noteholders") the 13% Senior Notes due 2010
(collectively, the "Notes") governed by the Indenture, dated as of March 24,
2000 (the "Indenture"), by and between Mpower Holding Corporation (the
"Company") and HSBC Bank USA, as trustee (the " Indenture Trustee") and (ii) the
Company (each of the foregoing, a "Party", and collectively, the "Parties").

                                    RECITALS

         WHEREAS, the Company is a communications company that offers, through
its subsidiaries, local dialtone, long distance, Internet access via dial-up or
dedicated Symmetrical Digital Subscriber Line ("SDSL") technology, voice over
SDSL ("VoSDSL") and other voice and data services primarily to small and medium
size business customers;

         WHEREAS, the Company has determined that a prompt restructuring,
recapitalization or exchange transaction concerning or impacting the Notes and
the issued and outstanding shares of Series C and Series D Preferred Stock
issued by the Company (collectively, the "Preferred Stock") would be in the best
interests of its creditors and shareholders;

         WHEREAS, at the Company's request, certain of the holders of the Notes
formed an ad hoc committee (the "Ad Hoc Committee") for the purposes of
negotiating a restructuring, recapitalization or exchange transaction whereby
the Notes would be exchanged for cash and common stock of the Company, and the
Preferred Stock would be exchanged for common stock of the Company pursuant to
the terms and conditions set forth in the Term Sheet (defined below and in this
Voting Agreement) and this Agreement (the "Transaction");

         WHEREAS, each Consenting Noteholder is the holder of record or if not a
holder of record, then the beneficial owner, of a claim, as defined in section
101(5) of title 11 of the United States Code, 11 U.S.C. ss.ss. 101-1330 (as
amended, the "Bankruptcy Code") arising out of, or related to, the Notes (a
"Noteholder Claim");

         WHEREAS, the Ad Hoc Committee has retained Milbank, Tweed, Hadley &
McCloy LLP ("Milbank"), as legal counsel, and Jefferies & Company, Inc.
("Jefferies"), as financial advisor, at the expense of the Company, all of which
have been involved in the negotiation of a Transaction;

         WHEREAS, the Parties intend to implement the Transaction through a
confirmed plan of reorganization for the Company (the "Plan") in a voluntary
bankruptcy case (the "Bankruptcy Case") to be commenced by the Company by filing
a petition (the "Petition") under chapter 11 of the Bankruptcy Code;



<PAGE>

         WHEREAS, subject to execution of definitive documentation and
appropriate approvals of the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), the following sets forth the agreement
between the Parties concerning their respective obligations.

         NOW, THEREFORE, in consideration of the foregoing, the Parties agree as
follows:

                                    AGREEMENT

SECTION 1. MEANS FOR EFFECTUATING THE TRANSACTION. To implement the Transaction,
the Company has agreed, on the terms and conditions set forth herein and
pursuant to the terms and conditions of the Term Sheet (defined below), to
consummate, and to cause each of its direct and indirect subsidiaries to
consummate (to the extent necessary), the Transaction through the Plan, the
requisite acceptances of which will be solicited after the Company commences the
Bankruptcy Case by filing the Petition under chapter 11 of the Bankruptcy Code,
and to use its commercially reasonable best efforts to have the Plan confirmed
by the Bankruptcy Court, as expeditiously as possible under the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure, and the local bankruptcy rules of the
Bankruptcy Court (the federal and local rules being, the "Bankruptcy Rules").
Prior to the Filing Date, the Company will determine whether any of its
operating subsidiaries will also file petitions under chapter 11 of the
Bankruptcy Code commencing reorganization cases (the "Chapter 11 Cases").

SECTION 2. CONDUCT OF BUSINESS PENDING THE EFFECTIVE DATE OF PLAN. The Company
agrees that, prior to the Effective Date, unless otherwise expressly permitted
by this Agreement, the Company:

         (a) shall not, at any time following the Filing Date, disburse or
transfer any cash, securities or other assets or property outside the ordinary
course of business without Bankruptcy Court approval.

         (b) shall not repurchase, exchange, redeem or otherwise retire any of
its (i) Notes for aggregate consideration exceeding 15.5% of the principal
amount of any Note or (ii) Preferred Stock for aggregate consideration exceeding
$1 per share; and

         (c) shall and shall cause each of its direct and indirect subsidiaries
to (i) maintain its good standing under the laws of the State or other
jurisdiction in which it is incorporated or organized, and (ii) notify the
Consenting Noteholders of any governmental or third party complaints,
investigations or hearings (or communications indicating that the same may be
contemplated or threatened) which could reasonably be anticipated to materially
adversely affect the business, property, or financial condition of the Company
considered as one enterprise, except to the extent such disclosure contains
material, non-public information, in which case the Company shall instead
immediately notify Milbank and Jefferies.

SECTION 3. TERM SHEET. The term sheet, dated as of February 22, 2002 annexed
hereto as Exhibit A (the "Term Sheet"), is incorporated herein and is made part
of this Agreement.


<PAGE>

Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Term Sheet. The general terms and conditions of
the Transaction are set forth in the Term Sheet, however, the Term Sheet is
supplemented by the terms and conditions of this Agreement. In the event of any
inconsistencies between the terms of this Agreement and the Term Sheet, this
Agreement shall govern.

SECTION 4. CONSENTING NOTEHOLDERS' COMMITMENTS REGARDING A TRANSACTION.

         4.01. VOTE SUBJECT TO COURT APPROVED DISCLOSURE STATEMENT.

         Each Consenting Noteholder agrees that so long as it (or a client or an
account for which it has discretion) is the holder of record or the beneficial
owner of a Noteholder Claim, subject to the conditions that (i) the material
terms of any applicable agreements implementing the Transaction, including,
without limitation, the Plan, embody and are consistent with the terms and
conditions set forth in the Term Sheet, (ii) all final documents that are
material to the Transaction, including, but not limited to, the amended and
restated certificate of incorporation and by-laws, are in form and substance
reasonably satisfactory to a Consenting Noteholders' Majority and all agreements
that are material to the Transaction have been or will be entered into by all
applicable parties and have or will become valid, binding and enforceable, (iii)
no Consenting Noteholders' Termination Event (as defined in the Term Sheet)
shall have occurred and be continuing, including any Consenting Noteholders'
Termination Event arising under subparagraph n. in the "Consenting Noteholders'
Termination Event" section of the Term Sheet even if relief from the automatic
stay under section 362 of the Bankruptcy Code, to the extent it has been sought
in connection with effecting such Consenting Noteholders' Termination Event, has
not been granted after the Bankruptcy Court has entered a final order with
respect to the motion seeking such relief, (iv) the Company has not terminated
this Agreement after the occurrence of a Company Termination Event and none of
its direct and indirect subsidiaries shall have taken any action materially
inconsistent with the terms and conditions set forth in this Agreement, and (v)
no other termination of this Agreement has occurred pursuant to the terms set
forth under Section 8 and Section 12.10 of this Agreement, it shall, when
solicited, subject to the acknowledgements contained in Section 9 hereof, vote
to support the Plan; provided, however, that no Consenting Noteholder shall be
barred from (x) objecting to compliance with Bankruptcy Code section 1125 or
other applicable law relating to the sufficiency of the disclosures contained in
the accompanying disclosure statement for the Plan (the "Disclosure Statement"),
if it believes the Disclosure Statement or other document received by such
Consenting Noteholder lacks adequate information (as defined in section
1125(a)(1) of the Bankruptcy Code) or contains a material misstatement or
omission or (y) taking any action that does not directly or indirectly conflict
with the provisions of the Term Sheet.

         4.02. TRANSFER OF CLAIMS, INTERESTS AND SECURITIES.

         Except as expressly provided herein, this Agreement shall not in any
way restrict the right or ability of any Consenting Noteholder to sell, use,
assign, transfer or otherwise dispose of



<PAGE>

any of the securities of, or claims against, the Company, provided, however,
that for a period commencing as of the date such Consenting Noteholder executes
this Agreement until the earlier to occur of (i) the occurrence of a Consenting
Noteholders' Termination Event, (ii) the Company's termination of this Agreement
after the occurrence of a Company Termination Event, (iii) any other termination
of this Agreement pursuant to the terms set forth under Section 8 and Section
12.10 of this Agreement and (iv) the Effective Date of the Plan (such period,
the "Restricted Period"), such transfer shall be void and without effect unless
and until the transferee delivers to the Consenting Noteholder transferor and
the Company, within five (5) days after the date of such transfer, a written
agreement containing, among other things, a provision substantially similar to
the provision set forth in Exhibit B attached hereto pursuant to which such
transferee shall assume all obligations of the Consenting Noteholder transferor
hereunder in respect of the Noteholder Claims transferred (such transferees, if
any, to also be a "Consenting Noteholder" hereunder); provided that any
securities of the Company acquired by a Consenting Noteholder after the date
such Consenting Noteholder executes this Agreement shall not be subject to the
restrictions on transfer and the assumption of obligations by any transferee as
set forth in this Section 4.02.

         4.03. REPRESENTATION OF CONSENTING NOTEHOLDERS' HOLDINGS.

         Each of the Consenting Noteholders represents that, as of the date such
Consenting Noteholder executes and delivers this Agreement, it is the beneficial
owner of, and/or the investment adviser or manager (with the power to vote and
dispose of all or substantially all of the aggregate principal amount of the
Notes, and/or issued and outstanding shares of Common Stock, as set forth on its
signature page (collectively, the "Relevant Securities") on behalf of their
beneficial owners) of discretionary accounts for the holders or beneficial
owners of the Relevant Securities.

         4.04. REPRESENTATION OF THE COMPANY.

         The Company represents that, as of the Filing Threshold Date, the
Company shall not (i) have resolved to engage in any merger, consolidation,
Partial Asset Sale, Asset Sale or the purchase or acquisition of all or a
substantial part of the assets of another entity and (ii) have been a party to
any agreement or have engaged in any discussions or negotiations with any person
that is reasonably likely to lead to any merger, consolidation, Partial Asset
Sale, Asset Sale, or the purchase or acquisition of all or a substantial part of
the assets of another entity, except to the extent previously disclosed to
Jefferies; and the Company represents that, as of the Plan and Disclosure
Statement Filing Date, the Company shall not have any unsecured creditors owed
in the aggregate more than twenty thousand dollars ($20,000) other than the
holders of the Notes, the holders of the Senior Secured Notes and the Operating
Company (in connection with intercompany debt), and other than Rothschild Inc.,
Shearman & Sterling, Jefferies & Company, Inc., and Milbank, Tweed, Hadley &
McCloy LLP, to the extent they are unsecured creditors of the Company as of the
Plan and Disclosure Statement Filing Date.

SECTION 5. THE COMPANY'S UNDERTAKINGS.



<PAGE>

         5.01 CONSUMMATION OF TRANSACTIONS AND CONFIRMATION OF PLAN.

         After the Filing Threshold Date, the Company shall, and shall cause its
direct and indirect subsidiaries, to, as applicable, to (i) take all acts
necessary to effectuate and consummate the transactions contemplated by the Term
Sheet and the Plan as expeditiously as possible and (ii) implement all steps
necessary and desirable to obtain an order of the Bankruptcy Court confirming
the Plan, in each case, as expeditiously as possible under the Bankruptcy Code
and the Bankruptcy Rules.

         5.02 THIRD PARTY APPROVALS.

         The Company shall use its commercially reasonable best efforts, and
shall cause its direct and indirect subsidiaries to use their commercially
reasonable best efforts, to obtain all regulatory, governmental, administrative,
and third party approvals of the Transaction and confirmation of the Plan.

SECTION 6. MUTUAL REPRESENTATIONS, WARRANTIES, AND COVENANTS. Each of the
Parties represents, warrants, and covenants to the others the following as of
the date of this Agreement, each of which is a continuing representation,
warranty, and covenant:

         6.01. ENFORCEABILITY.

         This Agreement is a legal, valid, and binding obligation of the Party,
enforceable against it in accordance with its terms, except as enforcement may
be limited by applicable laws relating to or limiting creditor's rights
generally or by equitable principles relating to enforceability.

         6.02. NO CONSENT OR APPROVAL.

         Except as expressly provided in this Agreement, no consent or approval
is required by any other person or entity in order for it to carry out the
provisions of this Agreement.

         6.03 POWER AND AUTHORITY. Except as expressly provided in this
Agreement, it has all requisite power and authority to enter into this Agreement
and to carry out the transactions contemplated by, and perform its respective
obligations under, this Agreement.

         6.04 AUTHORIZATION. The execution and delivery of this Agreement and
the performance of its obligations hereunder have been duly authorized by all
necessary action on its part.

         6.05 GOVERNMENTAL CONSENTS. The execution, delivery and performance by
it of this Agreement do not and shall not require any registration, filing,
consent, approval, or notice to, or other action by, any federal, state or other
governmental authority or regulatory body,


<PAGE>

except (i) such filings as may be necessary and/or required under the federal
securities laws, (ii) in connection with the Bankruptcy Case, the approval of
the Disclosure Statement and confirmation of the Plan, (iii) any filings,
notifications, or approvals required by the regulatory body of one or more
jurisdictions, including but not limited to California, Nevada, and North
Carolina, and (iv) any filings, notifications, or approvals required by the
regulatory body of one or more jurisdictions, including but not limited to Ohio,
that are required to be made or obtained by any party before that party,
directly or indirectly, owns, controls, holds the power to vote, of holds the
power to vote proxies that constitute, a percentage of the total voting power of
the Company and/or Mpower Communications Corp. that would result in that party
acquiring actual or presumed control thereof.

         6.06 MUTUAL RELEASE. It has executed and delivered to the other a
mutual release, substantially similar to the form annexed hereto as Exhibit C
(each, a "Mutual Release").

SECTION 7. NO WAIVER OF PARTICIPATION AND RESERVATION OF RIGHTS. Except as
expressly provided in this Agreement and in any Mutual Release between a
Consenting Noteholder and the Company referred to in Section 10 hereof, nothing
herein is intended to, or does, in any manner waive, limit, impair, or restrict
the ability of each of the Consenting Noteholders to protect and preserve its
rights, remedies and interests, including without limitation, its claims against
the Company or its full participation in any Bankruptcy Case filed by the
Company or any of its affiliates and subsidiaries. If the transactions
contemplated by this Agreement or in the Plan are not consummated, or if this
Agreement is terminated for any reason, the Parties fully reserve any and all of
their rights.

SECTION 8. TERMINATION EVENTS OF AGREEMENT. The termination events for this
Agreement and the Term Sheet are as set forth in and are incorporated by
reference to the Term Sheet.

SECTION 9. ACKNOWLEDGMENT. This Agreement and the Term Sheet and the
transactions contemplated herein and therein are the product of negotiations
between the Company and the Ad Hoc Committee and their respective
representatives. This Agreement is not and shall not be deemed to be a
solicitation of votes for the acceptance of the Plan. Each of the Consenting
Noteholders' acceptance of the Plan will not be solicited until it has received
a Disclosure Statement approved by the Bankruptcy Court.

SECTION 10. EFFECTIVENESS; AMENDMENTS. This Agreement shall become effective and
binding upon each of the Parties that have executed and delivered counterpart
signature pages hereto. Each Consenting Noteholder acknowledges, by its
execution of this Agreement, that the Company has executed and delivered a
counterpart signature page to this Agreement as of the date hereof. Once
effective, this Agreement may not be modified, amended, or supplemented (except
as expressly provided herein) as to any Consenting Noteholder except in writing
signed by the Company and such Consenting Noteholder.



<PAGE>

SECTION 11. IMPACT OF APPOINTMENT TO OFFICIAL COMMITTEE. Notwithstanding
anything herein to the contrary, if any Consenting Noteholder is appointed to
and serves on any official committee appointed in the Bankruptcy Cases (an
"Official Committee"), the terms of this Agreement shall not be construed so as
to limit such Consenting Noteholder's exercise (in its sole discretion) of its
fiduciary duties to any person arising from its service on such Official
Committee, and any such exercise (in the sole discretion of such Consenting
Noteholder) of such fiduciary duties shall not be deemed to constitute a breach
of the terms of this Agreement (but the fact of such service on an Official
Committee shall not otherwise affect the continuing validity or enforceability
of this Agreement).

SECTION 12. MISCELLANEOUS.

         12.01. FURTHER ASSURANCES.

         The Parties agree to execute and deliver such other instruments and
perform such acts, in addition to the matters herein specified, as may be
appropriate or necessary, from time to time, to effectuate the agreements and
understandings of the Parties herein, whether the same occurs before or after
the date of this Agreement.

         12.02. COMPLETE AGREEMENT.

         This Agreement is the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior agreements, oral or
written, between the Parties with respect thereto. No claim of waiver,
modification, consent or acquiescence with respect to any provision of this
Agreement shall be made against any Party, except on the basis of a written
instrument executed by or on behalf of such Party. All Parties shall receive
advance written notice of any proposed material changes to the Plan.

         12.03. PARTIES.

         This Agreement shall be binding upon, and inure to the benefit of, the
Parties. No rights or obligations of any Party under this Agreement may be
assigned or transferred to any other person or entity except as provided in
Section 4.02 hereof. Nothing in this Agreement, express or implied, shall give
to any person or entity, other than the Parties, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

         12.04. HEADINGS.

         The headings of all sections of this Agreement are inserted solely for
the convenience of reference and are not a part of and are not intended to
govern, limit or aid in the construction or


<PAGE>

interpretation of any term or provision hereof.

         12.05. GOVERNING LAW.

         THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES
THEREOF.

         12.06. EXECUTION OF AGREEMENT.

         This Agreement may be executed and delivered (by facsimile or
otherwise) in any number of counterparts, each of which, when executed and
delivered, shall be deemed an original, and all of which together shall
constitute the same agreement. Except as expressly provided in this Agreement,
each individual executing this Agreement on behalf of a Party has been duly
authorized and empowered to execute and deliver this Agreement on behalf of said
Party.

         12.07. INTERPRETATION.

         This Agreement is the product of negotiations between the Company and
the Ad Hoc Committee, and in the enforcement or interpretation hereof, is to be
interpreted in a neutral manner, and any presumption with regard to
interpretation for or against any Party by reason of that Party having drafted
or caused to be drafted this Agreement, or any portion hereof, shall not be
effective in regard to the interpretation hereof.

         12.08. CONFIDENTIALITY.

         All information obtained in the course of the negotiations leading up
to this Agreement shall be treated as confidential information pursuant to the
confidentiality agreements previously executed between the Company and certain
of the Consenting Noteholders, which such confidentiality agreements are
incorporated by reference as if fully set forth herein with respect to such
Consenting Noteholders.

         12.09. FEES AND EXPENSES.

         Unless the Consenting Noteholders shall have materially breached any
provision of this Agreement, the Company shall pay in full on the day
immediately prior to the Filing Date all fees and expenses that are due and
owing to Milbank and Jefferies under their respective engagement letters.

         The Company agrees that it shall continue to pay, subject to Bankruptcy
Court approval, the reasonable fees and expenses of Milbank and Jefferies, as
legal and financial advisors to the


<PAGE>

Ad Hoc Committee, from and after the commencement (and through the conclusion)
of the Bankruptcy Cases and through the earlier to occur of (x) the consummation
of the Plan and (y) the termination of this Agreement by the Company or the
Consenting Noteholders, whether or not an Official Committee is appointed and,
if an Official Committee is appointed, whether or not Milbank and Jefferies are
selected as advisors to the Official Committee; provided, however, that if
Milbank and Jefferies are selected as advisors to the Official Committee, then
the Company's obligations to pay their respective fees and expenses under this
Agreement, with respect solely to fees incurred after the date of such
selection, shall terminate. Notwithstanding the foregoing, the Company, Milbank
and Jefferies shall remain bound by and subject to the terms and conditions of
the engagement letters between the Company and each of Milbank and Jefferies
(the "Engagement Letters"), and in the event of any inconsistencies between the
terms of this Agreement and such Engagement Letters, the Engagement Letters
shall govern.

         12.10. TERMINATION.

         This Agreement shall automatically terminate and have no further force
or effect if either (x) the Conditions have not been satisfied (and the Filing
Threshold Date has not occurred) on or before March 29, 2002 or (y) the Company
has terminated the Consent Solicitation and the Conditions have not been
satisfied at such time. In addition to any other termination provisions
contained in this Agreement and the Term Sheet, this Agreement shall be
terminable via written notice to all of the Parties upon unanimous written
agreement of the Company and a Consenting Noteholders' Majority to terminate
this Agreement; provided, however, that such termination of this Agreement shall
not restrict the Parties' remedies for a prior breach hereof.



<PAGE>

Exhibit 4.2

   Voting Agreements and Term Sheet for Exchange of (I) Cash and Newco Common
  Stock for 13% Senior Notes due 2010 Issued by Mpower Holding Corporation and
(II) Newco Common Stock for Series C and Series D Preferred Stock Issued by the
                                    Company.

         12.11. SUCCESSORS AND ASSIGNS.

         This Agreement is intended to bind and inure to the benefit of the
Parties and their respective successors, assigns, heirs, executors,
administrators and representatives, other than a trustee or similar
representative appointed in the Bankruptcy Cases. The agreements,
representations and obligations of the Consenting Noteholders under this
Agreement are, in all respects, several and not joint.

         12.12. NOTICES.

         All notices hereunder shall be deemed given if in writing and
delivered, if sent by telecopy, courier or by registered or certified mail
(return receipt requested) to the following addresses and telecopier numbers (or
at such other addresses or telecopier numbers as shall be specified by like
notice)

                  (1) IF TO THE COMPANY, TO:

                      Mpower Holding Corporation Mpower Communication Corp.
                      175 Sully's Trail, Suite 300 Pittsford, NY 14534
                      Attention: Russell I. Zuckerman, Senior Vice
                      President, General Counsel and Secretary Telecopier:
                      (585) 218-0165

                      WITH COPIES TO:

                      Shearman & Sterling
                      599 Lexington Avenue
                      New York, NY 10022-6069
                      Attention:  Douglas P. Bartner, Esq.
                      Telecopier: (212) 848-7179

                  (2) IF TO A CONSENTING NOTEHOLDER OR A TRANSFEREE
                      THEREOF, TO THE ADDRESSES OR TELECOPIER NUMBERS SET
                      FORTH BELOW FOLLOWING THE CONSENTING NOTEHOLDER'S
                      SIGNATURE (OR AS DIRECTED BY ANY TRANSFEREE THEREOF),
                      AS THE CASE MAY BE WITH COPIES TO:

                      Milbank, Tweed, Hadley & McCloy LLP
                      1 Chase Manhattan Plaza
                      New York, NY 10005-1418
                      Attention:  Dennis F. Dunne, Esq.
                      Telecopier: (212) 822-5770



<PAGE>

Any notice given by delivery, mail or courier shall be effective when received.
Any notice given by telecopier shall be effective upon oral or machine
confirmation of transmission.

<PAGE>

         IN WITNESS WHEREOF, the Parties have executed this Agreement on the day
and year first above written.


                                     MPOWER HOLDING CORPORATION



                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                 [CONSENTING NOTEHOLDERS SIGNATURE PAGES FOLLOW]











                     SIGNATURE PAGE TO THE VOTING AGREEMENT
  BY AND AMONG MPOWER HOLDING CORPORATION AND THE CONSENTING NOTEHOLDERS PARTY
                                     THERETO


<PAGE>

Date Executed:  February __, 2002
                                             -----------------------------------
                                             PRINT NAME OF CONSENTING NOTEHOLDER


                                             -----------------------------------
                                             Name:
                                             Title:

                                             Address:
                                                    ----------------------------

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

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

                                             Attention:
                                                      --------------------------

                                             Telephone:
                                                      --------------------------

                                             Facsimile:
                                                      --------------------------

                                             Aggregate principal amount
                                             of Notes beneficially
                                             owned or managed on
                                             behalf of accounts that
                                             hold or beneficially own
                                             such Notes:

                                             $
                                              ----------------------------------


                                             Aggregate number of
                                             shares of issued and
                                             outstanding Common Stock
                                             beneficially owned or
                                             managed on behalf of
                                             accounts that hold or
                                             beneficially own such
                                             securities:

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






                     SIGNATURE PAGE TO THE VOTING AGREEMENT
     BY AND AMONG MPOWER HOLDING CORPORATION AND THE CONSENTING NOTEHOLDERS
                                 PARTY THERETO


<PAGE>

                                    EXHIBIT A


                                   Term Sheet








                                   [attached]



<PAGE>

                                    EXHIBIT B


                        PROVISION FOR TRANSFER AGREEMENT



         The undersigned ("Transferee") hereby acknowledges that it has read and
understands the Voting Agreement between Mpower Holding Corporation and
[Transferor Consenting Noteholder Name], inter alia, and agrees to be bound by
the terms and conditions thereof to the extent Transferor was thereby bound.



                                                 By:
                                                    ----------------------------
                                                    [Transferee Name]



<PAGE>



                                    EXHIBIT C

                             Form of Mutual Release


                                   [attached]





<PAGE>

                                VOTING AGREEMENT


         This Voting Agreement dated as of March 18, 2002 (the "Agreement") is
made by and among (i) the undersigned holders or managers of discretionary
accounts that hold or beneficially own (each, a "Consenting Preferred
Stockholder" and collectively the "Consenting Preferred Stockholders") the
issued and outstanding shares of Series C and Series D Preferred Stock
(collectively, the "Preferred Stock") issued by Mpower Holding Corporation (the
"Company") and (ii) the Company (each of the foregoing, a "Party", and
collectively, the "Parties"). Reference is made to (a) the Voting Agreement
dated as of February 22, 2002 (the "Consenting Noteholders' Voting Agreement"),
among (i) the holders or managers of discretionary accounts that hold or
beneficially own (each, a "Consenting Noteholder" and collectively, the
"Consenting Noteholders") the 13% Senior Notes due 2010 (collectively, the
"Notes") governed by the Indenture, dated as of March 24, 2000 (the
"Indenture"), by and between the Company and HSBC Bank USA, as trustee, (the
"Indenture Trustee") and (ii) the Company and (b) the Consenting Noteholder Side
Agreement (defined below).

                                    RECITALS

         WHEREAS, the Company is a communications company that offers, through
its subsidiaries, local dialtone, long distance, Internet access via dial-up or
dedicated Symmetrical Digital Subscriber Line ("SDSL") technology, voice over
SDSL ("VoSDSL") and other voice and data services primarily to small and medium
size business customers;

         WHEREAS, the Company has determined that a prompt restructuring,
recapitalization or exchange transaction concerning or impacting the Notes and
the Preferred Stock would be in the best interests of its creditors and
shareholders;

         WHEREAS, at the Company's request, certain of the holders of the Notes
formed an ad hoc committee (the "Ad Hoc Committee") for the purposes of
negotiating a restructuring, recapitalization or exchange transaction whereby
the Notes would be exchanged for cash and common stock of the Company, and the
Preferred Stock would be exchanged for common stock of the Company pursuant to
the terms and conditions set forth in the Term Sheet (defined below) and this
Agreement (the "Transaction");

         WHEREAS, each Consenting Preferred Stockholder is the holder of record
or if not a holder of record, then the beneficial owner, of certain issued and
outstanding shares of Preferred Stock;

         WHEREAS, the Parties intend to implement the Transaction through a
confirmed plan of reorganization for the Company (the "Plan") in a voluntary
bankruptcy case (the "Bankruptcy Case") to be commenced by the Company by filing
a petition (the "Petition") under chapter 11 of Title 11 of the United States
Code, 11 U.S.C. ss.ss.101-1330 (as amended, the "Bankruptcy Code")

         WHEREAS, the Consenting Noteholders and the Company have entered into
the Consenting Noteholders' Voting Agreement dated February 22, 2002 which
incorporates therein and makes part thereof the Term Sheet (defined below); and



<PAGE>

         WHEREAS, in accordance with the terms and conditions of the Term Sheet
(defined below) and the Consenting Noteholders' Voting Agreement, the allocation
of the Equityholder Newco Common Stock under the Plan as between the Preferred
Stockholders and the Common Stockholders shall be determined subject to
negotiations with the Preferred Stockholders and the Common Stockholders prior
to the filing of the Plan; provided that in the event no agreement can be
reached on such allocation, the Company's Board of Directors shall determine
such allocation;

         WHEREAS, in accordance with the terms and conditions of the Term Sheet
and the Consenting Noteholders' Voting Agreement, subsequent to negotiations
with certain of the Preferred Stockholders and certain of the Common
Stockholders, the Company's management and advisors have recommended that the
Equityholder Newco Common Stock will be allocated (the "Equityholder Newco
Common Stock Allocation") under the Plan and in accordance with the terms and
conditions of the Term Sheet, the Consenting Noteholders' Voting Agreement and
this Agreement as follows (i) thirteen and one-half percent (13.5%) of the Newco
Common Stock will be allocated for distribution on a pro rata basis to the
Preferred Stockholders based on the liquidation preference plus accumulated
dividends of such holder's Preferred Stock and (ii) one and one-half percent
(1.5%) of the Newco Common Stock will be allocated to be distributed on a pro
rata basis by the Common Stockholders based on the number of shares of Common
Stock held by such holder;

         WHEREAS, the Company's Board of Directors has duly approved the
Equityholder Newco Common Stock Allocation;

         WHEREAS, certain of the Consenting Noteholders have executed agreements
(collectively, the "Consenting Noteholder Side Agreement") agreeing to the
Equityholder Newco Common Stock Allocation as set forth in this Agreement; and

         WHEREAS, subject to execution of definitive documentation and
appropriate approvals of the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), the following sets forth the agreement
between the Parties concerning their respective obligations.

         NOW, THEREFORE, in consideration of the foregoing, the Parties agree as
follows:

                                    AGREEMENT

SECTION 1. MEANS FOR EFFECTUATING THE TRANSACTION. To implement the Transaction,
the Company has agreed, on the terms and conditions set forth herein and
pursuant to the terms and conditions of the Term Sheet (defined below), to
consummate, and to cause each of its direct and indirect subsidiaries to
consummate (to the extent necessary), the Transaction through the Plan, the
requisite acceptances of which will be solicited after the Company commences the
Bankruptcy Case by filing the Petition under chapter 11 of the Bankruptcy Code,
and to use its commercially reasonable best efforts to have the Plan confirmed
by the Bankruptcy Court, as expeditiously as possible under the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure, and the local bankruptcy rules of the
Bankruptcy Court (the federal and local rules being, the "Bankruptcy Rules").
Prior to the Filing Date, the Company will determine whether


<PAGE>

any of its operating subsidiaries will also file petitions under chapter 11 of
the Bankruptcy Code commencing reorganization cases (the "Chapter 11 Cases").
SECTION 2. CONDUCT OF BUSINESS PENDING THE EFFECTIVE DATE OF PLAN. The Company
agrees that, prior to the Effective Date, unless otherwise expressly permitted
by this Agreement, the Company:

         (d) shall not, at any time following the Filing Date, disburse or
transfer any cash, securities or other assets or property outside the ordinary
course of business without Bankruptcy Court approval;

         (e) shall not repurchase, exchange, redeem or otherwise retire any of
its (i) Notes for aggregate consideration exceeding 15.5% of the principal
amount of any Note or (ii) Preferred Stock for aggregate consideration exceeding
$1 per share;

         (f) shall and shall cause each of its direct and indirect subsidiaries
to maintain its good standing under the laws of the State or other jurisdiction
in which it is incorporated or organized; and

         (g) shall not cause to change the total number of outstanding shares
of, and liquidation preferences per share (excluding accrued and unpaid
dividends and the liquidation preference dollar amount solely by reason of the
accrued and unpaid dividends included therein) of, its Series C and Series D
Preferred Stock set forth on Schedule A to this Agreement.

SECTION 3. TERM SHEET. The term sheet, dated as of February 22, 2002 annexed
hereto as Exhibit A (the "Term Sheet"), is incorporated herein and is made part
of this Agreement. Capitalized terms used herein without definition shall have
the meanings ascribed to such terms in the Term Sheet. The general terms and
conditions of the Transaction are set forth in the Term Sheet, however, the Term
Sheet is supplemented by the terms and conditions of this Agreement. With
respect to the terms of this Agreement, in the event of any inconsistencies
between the terms of this Agreement and the Term Sheet, this Agreement shall
govern.

SECTION 4. CONSENTING PREFERRED STOCKHOLDERS' COMMITMENTS REGARDING A
           TRANSACTION.

         4.01. VOTE SUBJECT TO COURT APPROVED DISCLOSURE STATEMENT.


         Each Consenting Preferred Stockholder agrees that:

         (a) so long as it (or a client or an account for which it has
discretion) is the holder of record or the beneficial owner of Preferred Stock,
subject to the conditions that (i) the material terms of any applicable
agreements implementing the Transaction, including, without limitation, the
Plan, and all final documents that are material to the Transaction including,
but not limited to, the amended and restated certificate of incorporation and
by-laws, embody and are consistent in all material respects with the terms and
conditions set forth in the Term Sheet and this Agreement, (ii) all agreements
that are material to the Transaction have been or will be entered


<PAGE>

into by all applicable parties and have or will become valid, binding and
enforceable, (iii) the Plan and all final documents that are material to the
Transaction shall, with respect to any material provision affecting the
Consenting Preferred Stockholders, be in form and substance reasonably
satisfactory to Consenting Preferred Stockholders holding at least 50% of the
outstanding shares of Preferred Stock (a "Consenting Preferred Stockholders'
Majority") which such approval shall not be unreasonably withheld, (iv) no
Consenting Preferred Stockholders' Termination Event shall have occurred and be
continuing and not waived or cured in accordance with the terms and conditions
set forth in this Agreement, (v) no Consenting Noteholders' Termination Event
shall have occurred and be continuing, and not waived or cured in accordance
with the terms and conditions set forth in the Term Sheet and the Consenting
Noteholders' Voting Agreement, (vi) the Company has not terminated this
Agreement after the occurrence of a Company Termination Event and none of its
direct and indirect subsidiaries shall have taken any action materially
inconsistent with the terms and conditions set forth in this Agreement, (vii) no
other termination of this Agreement has occurred pursuant to the terms set forth
under Section 8 and Section 11.08 of this Agreement, and (viii) the Equityholder
Newco Common Stock shall be allocated under the Plan as provided in subparagraph
(b) of this Section 4.01, it shall, when solicited, subject to the
acknowledgements contained in Section 9 hereof, vote to support the Plan;
provided, however, that no Consenting Preferred Stockholder shall be barred from
(1) objecting to compliance with Bankruptcy Code section 1125 or other
applicable law relating to the sufficiency of the disclosures contained in the
accompanying disclosure statement for the Plan (the "Disclosure Statement"), if
it believes the Disclosure Statement or other document received by such
Consenting Preferred Stockholder lacks adequate information (as defined in
section 1125(a)(1) of the Bankruptcy Code) or contains a material misstatement
or omission or (2) taking any action that does not directly or indirectly
conflict with the provisions of the Term Sheet; provided, further, that in
accordance with the terms and conditions set forth in the Term Sheet and this
Agreement, if the class of Preferred Stockholders under the Plan reject the Plan
and accordingly no distribution is made to the class of Preferred Stockholders
under the Plan, the agreement of a Consenting Preferred Stockholder to vote to
support the Plan pursuant to subparagraph (a) above shall not constitute a
waiver of such Consenting Preferred Stockholder's right to object, if any, to
the application by the Bankruptcy Court of such provision in the Plan providing
for no distribution to be made to the Preferred Stockholders; and

         (b) the Equityholder Newco Common Stock will be allocated under the
Plan and in accordance with the terms and conditions of the Term Sheet, the
Consenting Noteholders' Voting Agreement and this Agreement as follows (i)
thirteen and one-half percent (13.5%) of the Newco Common Stock shall be
allocated for distribution on a pro rata basis to the Preferred Stockholders
based on the liquidation preference plus accumulated dividends of such holder's
Preferred Stock and (ii) one and one-half percent (1.5%) of the Newco Common
Stock shall be allocated to be distributed on a pro rata basis by the Common
Stockholders based on the number of shares of Common Stock held by such holder;
provided, however, that if the Equityholder Newco Common Stock is subject to any
percentage increase (in accordance with any downward adjustment made to the
Noteholder Newco Common Stock, as set forth in the Term Sheet), then the
Equityholder Newco Common Stock shall be allocated in accordance with the terms
and conditions of the Term Sheet, the Consenting Noteholders' Voting Agreement
and this Agreement as follows (i) ninety percent (90%) of the Equityholder Newco
Common Stock shall be allocated for distribution on a pro rata basis to the
Preferred Stockholders based on the liquidation preference plus accumulated
dividends of such holder's Preferred Stock and (ii) ten


<PAGE>

percent (10%) of the Equityholder Newco Common Stock shall be allocated to be
distributed on a pro rata basis by the Common Stockholders based on the number
of shares of Common Stock held by such holder; provided, further, that the
Equityholder Newco Common Stock shall be subject to dilution by the Employee
Option, as set forth in the Term Sheet.


<PAGE>

         4.02. TRANSFER OF CLAIMS, INTERESTS AND SECURITIES.

         Except as expressly provided herein, this Agreement shall not in any
way restrict the right or ability of any Consenting Preferred Stockholder to
sell, use, assign, transfer or otherwise dispose of any of the securities of, or
claims against, the Company, provided, however, that for a period commencing as
of the date such Consenting Preferred Stockholder executes this Agreement until
the earlier to occur of (i) the occurrence of a Consenting Preferred
Stockholders' Termination Event that has not been waived or cured in accordance
with the terms and conditions of this Agreement, (ii) the occurrence of a
Consenting Noteholders' Termination Event that has not been waived or cured in
accordance with the terms and conditions of the Term Sheet and the Consenting
Noteholders' Voting Agreement, (iii) the Company's termination of this Agreement
after the occurrence of a Company Termination Event, (iv) any other termination
of this Agreement pursuant to the terms set forth under Section 8 and Section
11.08 of this Agreement and (v) the Effective Date of the Plan (such period, the
"Restricted Period"), such transfer shall be void and without effect unless and
until the transferee delivers to the Consenting Preferred Stockholder transferor
and the Company, within five (5) days after the date of such transfer, a written
agreement containing, among other things, a provision substantially similar to
the provision set forth in Exhibit B attached hereto pursuant to which such
transferee shall assume all obligations of the Consenting Preferred Stockholder
transferor hereunder in respect of the Preferred Stock transferred (such
transferees, if any, to also be a "Consenting Preferred Stockholder" hereunder);
provided that any securities of the Company acquired by a Consenting Preferred
Stockholder after the date such Consenting Preferred Stockholder executes this
Agreement shall not be subject to the restrictions on transfer and the
assumption of obligations by any transferee as set forth in this Section 4.02.

         4.03 REPRESENTATION OF THE COMPANY.

         The Company represents that, as of the date hereof, (a) the total
issued and outstanding shares of each of Series C and Series D Preferred Stock
are as set forth in Schedule A to this Agreement, and there are no other shares
of any series of Preferred Stock issued and outstanding and (b) the liquidation
preferences per share (excluding accrued and unpaid dividends and the
liquidation preference dollar amount solely by reason of the accrued and unpaid
dividends included therein) for each of Series C and Series D Preferred Stock
are as set forth on Schedule A to this Agreement.

         4.04. REPRESENTATION OF CONSENTING PREFERRED STOCKHOLDERS' HOLDINGS.

         Each of the Consenting Preferred Stockholders represents that, as of
the date such Consenting Preferred Stockholder executes and delivers this
Agreement, it is the beneficial owner of, and/or the investment adviser or
manager (with the power to vote and dispose of all or substantially all of the
issued and outstanding shares of Preferred Stock and/or issued and outstanding
shares of Common Stock, as set forth on its signature page (collectively, the
"Relevant Securities") on behalf of their beneficial owners) of discretionary
accounts for the holders or beneficial owners of the Relevant Securities.



<PAGE>

SECTION 5. THE COMPANY'S UNDERTAKINGS.

         5.01 CONSUMMATION OF TRANSACTIONS AND CONFIRMATION OF PLAN.

         After the Filing Threshold Date, the Company shall, and shall cause its
direct and indirect subsidiaries, to, as applicable, to (i) take all acts
necessary to effectuate and consummate the transactions contemplated by the Term
Sheet and the Plan as expeditiously as possible and (ii) implement all steps
necessary and desirable to obtain an order of the Bankruptcy Court confirming
the Plan, in each case, as expeditiously as possible under the Bankruptcy Code
and the Bankruptcy Rules.

         5.02 THIRD PARTY APPROVALS.

         The Company shall use its commercially reasonable best efforts, and
shall cause its direct and indirect subsidiaries to use their commercially
reasonable best efforts, to obtain all regulatory, governmental, administrative,
and third party approvals of the Transaction and confirmation of the Plan.

SECTION 6. MUTUAL REPRESENTATIONS, WARRANTIES, AND COVENANTS. Each of the
Parties represents, warrants, and covenants to the others the following as of
the date of this Agreement, each of which is a continuing representation,
warranty, and covenant:

         6.01. ENFORCEABILITY.

         This Agreement is a legal, valid, and binding obligation of the Party,
enforceable against it in accordance with its terms, except as enforcement may
be limited by applicable laws relating to or limiting creditor's rights
generally or by equitable principles relating to enforceability.

         6.02. NO CONSENT OR APPROVAL.

         Except as expressly provided in this Agreement, no consent or approval
is required by any other person or entity in order for it to carry out the
provisions of this Agreement.

         6.03 POWER AND AUTHORITY. Except as expressly provided in this
Agreement, it has all requisite power and authority to enter into this Agreement
and to carry out the transactions contemplated by, and perform its respective
obligations under, this Agreement.

         6.04 AUTHORIZATION. The execution and delivery of this Agreement and
the performance of its obligations hereunder have been duly authorized by all
necessary action on its part.

         6.05 GOVERNMENTAL CONSENTS. The execution, delivery and performance by
it of this Agreement do not and shall not require any registration, filing,
consent, approval, or notice to, or other action by, any federal, state or other
governmental authority or regulatory body, except (i) such filings as may be
necessary and/or required under the federal securities laws,


<PAGE>

(ii) in connection with the Bankruptcy Case, the approval of the Disclosure
Statement and confirmation of the Plan, (iii) any filings, notifications, or
approvals required by the regulatory body of one or more jurisdictions,
including but not limited to California, Nevada, and North Carolina, and (iv)
any filings, notifications, or approvals required by the regulatory body of one
or more jurisdictions, including but not limited to Ohio, that are required to
be made or obtained by any party before that party, directly or indirectly,
owns, controls, holds the power to vote, of holds the power to vote proxies that
constitute, a percentage of the total voting power of the Company and/or Mpower
Communications Corp. that would result in that party acquiring actual or
presumed control thereof.

         6.06 MUTUAL RELEASE. It has executed and delivered to the other a
mutual release, substantially similar to the form annexed hereto as Exhibit C
(each, a "Mutual Release").

SECTION 7. NO WAIVER OF PARTICIPATION AND RESERVATION OF RIGHTS. Except as
expressly provided in this Agreement and in any Mutual Release between a
Consenting Preferred Stockholder and the Company referred to in Section 10
hereof, nothing herein is intended to, or does, in any manner waive, limit,
impair, or restrict the ability of each of the Consenting Preferred Stockholders
to protect and preserve its rights, remedies and interests, including without
limitation, its claims against the Company or its full participation in any
Bankruptcy Case filed by the Company or any of its affiliates and subsidiaries.
If the transactions contemplated by this Agreement or in the Plan are not
consummated, the Parties fully reserve any and all of their rights.


SECTION 8. TERMINATION EVENTS OF AGREEMENT. The termination events for this
Agreement shall be the Consenting Preferred Stockholders' Termination Events.
"Consenting Preferred Stockholders' Termination Event" means any of the
following events:

         (a)      the Company shall have materially breached any material
                  provision of the Term Sheet or this Agreement;

         (b)      the Plan does not provide that the Equityholder Newco Common
                  Stock will be allocated as provided in Section 4.01(b) of this
                  Agreement;

         (c)      the Confirmation Order confirming a Plan in accordance with
                  the terms and conditions of the Term Sheet and this Agreement
                  has been reversed on appeal and shall have become a final
                  order;

         (d)      the Bankruptcy Court does not confirm the Plan on or before
                  one hundred and forty (140) days after the Filing Date;

         (e)      a trustee or examiner with enlarged powers shall have been
                  appointed under section 1104 or 105 of the Bankruptcy Code for
                  service in Chapter 11 cases;

         (f)      the Chapter 11 Cases shall have been converted to cases under
                  chapter 7 of the Bankruptcy Code;


<PAGE>

         (g)      the Plan provides or is modified to provide for any terms that
                  are materially adverse to or materially inconsistent with the
                  terms set forth in the Term Sheet or this Agreement (to the
                  extent applicable); and

         (h)      after filing the Plan, the Company (i) submits a second or
                  amended plan of reorganization or liquidation that does not
                  incorporate all the material terms of the Term Sheet and this
                  Agreement (to the extent applicable) or (ii) moves to withdraw
                  or withdraws the Plan unless such withdrawal is necessary to
                  give effect to the Sale of Assets provision under the Term
                  Sheet.

SECTION 9. ACKNOWLEDGMENT. This Agreement and the Term Sheet and the
transactions contemplated herein and therein are the product of negotiations
between the Company, the Ad Hoc Committee and the Preferred Stockholders and
their respective representatives. This Agreement is not and shall not be deemed
to be a solicitation of votes for the acceptance of the Plan. Each of the
Consenting Preferred Stockholders' acceptance of the Plan will not be solicited
until it has received a Disclosure Statement approved by the Bankruptcy Court.

SECTION 10. EFFECTIVENESS; AMENDMENTS. This Agreement shall become effective and
binding upon each of the Parties that have executed and delivered counterpart
signature pages hereto. Each Consenting Preferred Stockholder acknowledges, by
its execution of this Agreement, that the Company has executed and delivered a
counterpart signature page to this Agreement as of the date hereof. Once
effective, this Agreement may not be modified, amended, or supplemented (except
as expressly provided herein) as to any Consenting Preferred Stockholder except
in writing signed by the Company and such Consenting Preferred Stockholder.

SECTION 11. MISCELLANEOUS.

         11.01. FURTHER ASSURANCES.

         The Parties agree to execute and deliver such other instruments and
perform such acts, in addition to the matters herein specified, as may be
appropriate or necessary, from time to time, to effectuate the agreements and
understandings of the Parties herein, whether the same occurs before or after
the date of this Agreement.

         11.02. COMPLETE AGREEMENT.

         This Agreement is the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior agreements, oral or
written, between the Parties with respect thereto. No claim of waiver,
modification, consent or acquiescence with respect to any provision of this
Agreement shall be made against any Party, except on the basis of a written
instrument executed by or on behalf of such Party. All Parties shall receive
advance written notice of any proposed material changes to the Plan.

         11.03. PARTIES.


<PAGE>

         This Agreement shall be binding upon, and inure to the benefit of, the
Parties. No rights or obligations of any Party under this Agreement may be
assigned or transferred to any other person or entity except as provided in
Section 4.02 hereof. Nothing in this Agreement, express or implied, shall give
to any person or entity, other than the Parties, any benefit or any legal or
equitable right, remedy or claim under this Agreement.



<PAGE>

         11.04. HEADINGS.

         The headings of all sections of this Agreement are inserted solely for
the convenience of reference and are not a part of and are not intended to
govern, limit or aid in the construction or interpretation of any term or
provision hereof.

         11.05. GOVERNING LAW.

         THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES
THEREOF.

         11.06. EXECUTION OF AGREEMENT.

         This Agreement may be executed and delivered (by facsimile or
otherwise) in any number of counterparts, each of which, when executed and
delivered, shall be deemed an original, and all of which together shall
constitute the same agreement. Except as expressly provided in this Agreement,
each individual executing this Agreement on behalf of a Party has been duly
authorized and empowered to execute and deliver this Agreement on behalf of said
Party.

         11.07. INTERPRETATION.

         This Agreement is the product of negotiations between the Company, the
Ad Hoc Committee and the Preferred Stockholders and their respective
representatives, and the enforcement or interpretation hereof, is to be
interpreted in a neutral manner, and any presumption with regard to
interpretation for or against any Party by reason of that Party having drafted
or caused to be drafted this Agreement, or any portion hereof, shall not be
effective in regard to the interpretation hereof.

         11.08. TERMINATION.

         This Agreement shall automatically terminate and have no further force
or effect if (i) the Conditions have not been satisfied (and the Filing
Threshold Date has not occurred) on or before March 29, 2002, (ii) the Company
has terminated the Consent Solicitation and the Conditions have not been
satisfied at such time, (iii) the Consenting Noteholders' Voting Agreement has
been terminated; or (iv) any of the Consenting Preferred Stockholders'
Termination Events shall have occurred, unless (x) the occurrence of such
Consenting Preferred Stockholders' Termination Event is waived in writing within
five (5) business days of its occurrence by a Consenting Preferred Stockholders'
Majority; or (y) the Consenting Preferred Stockholders' Termination Event that
has occurred is that set forth under subparagraph (a) in Section 8 of this
Agreement, in which case, to properly terminate this Agreement (A) written
notice must be provided to the Company by a Consenting Preferred Stockholders'
Majority that (1) the Company has materially breached a material provision of
the Term Sheet or this Agreement and (2) sets forth the provisions of the Term
Sheet and/or this Agreement that have been breached;


<PAGE>

provided that the Company hereby agrees to waive the requirement (if any) that
the automatic stay in effect pursuant to section 362 of the Bankruptcy Code (the
"Automatic Stay") be lifted in connection with giving such notice (and not to
object to the Consenting Preferred Stockholders seeking to lift the Automatic
Stay in connection with giving such notice, if necessary), and (B) a ten (10)
day cure period with respect to such breach shall have occurred and such breach
remains uncured. In addition to any other termination provisions contained in
this Agreement, this Agreement shall be terminable (i) by the Company via
written notice to each Consenting Preferred Stockholder, if at any time the
aggregate holdings of the Consenting Preferred Stockholders is less than 66?% of
the outstanding shares of Preferred Stock, (ii) by the Company via written
notice to each Consenting Preferred Stockholder, if the terms and conditions set
forth in the Term Sheet or this Agreement are materially breached by a
Consenting Preferred Stockholders' Majority, and (iii) via written notice to all
of the Parties upon unanimous written agreement of the Company and a Consenting
Preferred Stockholders' Majority to terminate this Agreement; provided, however,
that such termination of this Agreement shall not restrict the Parties' remedies
for a prior breach hereof. If any Consenting Preferred Stockholders' Termination
Event occurs and has not been waived or cured, or the Company terminates the
Term Sheet or this Agreement after the occurrence of a Company Termination Event
at a time when approval of the Bankruptcy Court shall be required for a
Consenting Preferred Stockholder to change or withdraw (or cause to be changed
or withdrawn) its votes to accept the Plan, the Company shall not oppose any
attempt by such Consenting Preferred Stockholder to change or withdraw (or cause
to be changed or withdrawn) such votes at such time. If this Agreement is
terminated for any reason, the Parties fully reserve any and all of their rights
and shall have no continuing liability or obligation to any other party hereto;
provided that no such termination shall relieve any Party from liability for its
breach or non-performance of its obligations hereunder prior to the date of such
termination.

         11.09. SUCCESSORS AND ASSIGNS.

         This Agreement is intended to bind and inure to the benefit of the
Parties and their respective successors, assigns, heirs, executors,
administrators and representatives, other than a trustee or similar
representative appointed in the Bankruptcy Cases. The agreements,
representations and obligations of the Consenting Preferred Stockholders under
this Agreement are, in all respects, several and not joint.

         11.10. NOTICES.

         All notices hereunder shall be deemed given if in writing and
delivered, if sent by telecopy, courier or by registered or certified mail
(return receipt requested) to the following addresses and telecopier numbers (or
at such other addresses or telecopier numbers as shall be specified by like
notice)

                  (3)      IF TO THE COMPANY, TO:

                           Mpower Holding Corporation
                           Mpower Communication Corp.
                           175 Sully's Trail, Suite 300


<PAGE>

                           Pittsford, NY 14534
                           Attention:  Russell I. Zuckerman,
                                       Senior Vice President,
                                       General Counsel and Secretary
                           Telecopier: (585) 218-0165

                           WITH COPIES TO:

                           Shearman & Sterling
                           599 Lexington Avenue
                           New York, NY 10022-6069
                           Attention:  Douglas P. Bartner, Esq.
                           Telecopier: (212) 848-7179

                  (4)      IF TO A CONSENTING PREFERRED STOCKHOLDER OR A
                           TRANSFEREE THEREOF, TO THE ADDRESSES OR TELECOPIER
                           NUMBERS SET FORTH BELOW FOLLOWING THE CONSENTING
                           PREFERRED STOCKHOLDER'S SIGNATURE (OR AS DIRECTED BY
                           ANY TRANSFEREE THEREOF), AS THE CASE MAY BE.

Any notice given by delivery, mail or courier shall be effective when received.
Any notice given by telecopier shall be effective upon oral or machine
confirmation of transmission.

<PAGE>

         IN WITNESS WHEREOF, the Parties have executed this Agreement on the day
and year first above written.


                                      MPOWER HOLDING CORPORATION



                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:



           [CONSENTING PREFERRED STOCKHOLDERS SIGNATURE PAGES FOLLOW]











                     SIGNATURE PAGE TO THE VOTING AGREEMENT
      BY AND AMONG MPOWER HOLDING CORPORATION AND THE CONSENTING PREFERRED
                           STOCKHOLDERS PARTY THERETO


<PAGE>

Date Executed:  March __, 2002
                                     -------------------------------------------
                                     PRINT NAME OF CONSENTING PREFERRED
                                     STOCKHOLDER

                                     -------------------------------------------
                                     Name:
                                     Title:

                                     Address:
                                            ------------------------------------

                                     Attention:
                                              ----------------------------------
                                     Telephone:
                                              ----------------------------------
                                     Facsimile:
                                              ----------------------------------

                                     Aggregate number of shares issued and
                                     outstanding Series C Preferred Stock
                                     beneficially owned or managed on behalf of
                                     accounts that hold or beneficially own such
                                     securities, and subject to the terms and
                                     conditions of this Agreement:

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

                                     Aggregate number of shares of issued and
                                     outstanding Series D Preferred Stock
                                     beneficially owned or managed on behalf of
                                     accounts that hold or beneficially own such
                                     securities, and subject to the terms and
                                     conditions of this Agreement:

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

                                     Aggregate number of shares of issued and
                                     outstanding Common Stock beneficially owned
                                     or managed on behalf of accounts that hold
                                     or beneficially own such securities:

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




                   SIGNATURE PAGE TO THE VOTING AGREEMENT BY
 AND AMONG MPOWER HOLDING CORPORATION AND THE CONSENTING PREFERRED STOCKHOLDERS
                                 PARTY THERETO

<PAGE>

                                    EXHIBIT A


                                   Term Sheet








                                   [attached]



<PAGE>






                                    EXHIBIT B


                        PROVISION FOR TRANSFER AGREEMENT



     The undersigned ("Transferee") hereby acknowledges that it has read and
understands the Voting Agreement between Mpower Holding Corporation and
[Transferor Consenting Noteholder Name], inter alia, and agrees to be bound by
the terms and conditions thereof to the extent Transferor was thereby bound.



                                By:
                                    --------------------------------------------
                                     [Transferee Name]



<PAGE>






                                    EXHIBIT C

                             Form of Mutual Release


                                   [attached]




<PAGE>
                                                                     Exhibit 4.2


    TERM SHEET FOR EXCHANGE OF (I) CASH AND NEWCO COMMON STOCK FOR 13% SENIOR
              NOTES DUE 2010 (THE "NOTES") ISSUED BY MPOWER HOLDING
      CORPORATION (THE "COMPANY") AND (II) NEWCO COMMON STOCK FOR SERIES C
 AND SERIES D PREFERRED STOCK (COLLECTIVELY, THE "PREFERRED STOCK")
                             ISSUED BY THE COMPANY

     This term sheet (the "Term Sheet") is being circulated in confidence, in
furtherance of settlement discussions, and is entitled to the protection from
use or disclosure afforded by Federal Rules of Evidence 408 and any similar
applicable federal or state rule of evidence. This Term Sheet is intended to
provide an overview of the general terms of a financial restructuring of the
Company and is subject to definitive documentation.

     The transactions contemplated below will be consummated pursuant to a
pre-negotiated plan of reorganization (the "Plan"), in form and substance
reasonably satisfactory to certain holders of the Notes that are members of the
ad hoc committee (the "Ad Hoc Committee"), under chapter 11 of Title 11 of the
United States Code, 11 U.S.C. ss.ss. 101-1330 (as amended, the "Bankruptcy
Code"). The Company believes that if the transactions contemplated by this Term
Sheet were to be completed, then the Company may have sufficient cash to fund
its operations through the beginning of 2003. Prior to the Filing Date (as
defined below), the Company, in its sole discretion but after consultation with
the Ad Hoc Committee, will determine whether any of its operating subsidiaries
will also file petitions under chapter 11 of the Bankruptcy Code commencing
reorganization cases.

Filing Date and Voting Agreement     o  The Company will file a petition under
                                        chapter 11 of the Bankruptcy Code
                                        commencing a reorganization case (the
                                        "Chapter 11 Case") in the United States
                                        Bankruptcy Court for the District of
                                        Delaware (the "Bankruptcy Court") on a
                                        date (the "Filing Date") as soon as is
                                        practicable after the date (the "Filing
                                        Threshold Date") all of the following
                                        conditions (the "Conditions") are
                                        satisfied: (x) holders of the Notes (the
                                        "Noteholders") holding an aggregate
                                        principal amount of not less than
                                        66 2/3% of all outstanding Notes (the
                                        "Filing Threshold") agree to become a
                                        party to a voting agreement in form and
                                        substance satisfactory to the Company
                                        (the "Voting Agreement") by executing
                                        and delivering a counterpart signature
                                        page to such Voting Agreement to the
                                        Company (those Noteholders becoming a
                                        party to the Voting Agreement being
                                        "Consenting Noteholders") and the
                                        Company's Board of Directors duly
                                        approves the terms and conditions of
                                        such Voting Agreement and this Term
                                        Sheet, (y) the Company has completed
                                        soliciting (the "Consent Solicitation")
                                        all Noteholders to provide such holders
                                        an opportunity to

<PAGE>

                                        become party to the Voting Agreement;
                                        and (z) the Plan is otherwise
                                        confirmable with respect to the
                                        requirements set forth under Section
                                        1129(a)(10) of the Bankruptcy Code, as
                                        determined in good faith after
                                        consultation with the Ad Hoc Committee
                                        within three (3) business days after the
                                        completion of the Consent Solicitation;
                                        provided that the Filing Date in any
                                        case shall occur no later than the later
                                        of (A) April 30, 2002 and (B) fifteen
                                        (15) business days after the Filing
                                        Threshold Date; and provided, further,
                                        that the Company may earlier commence
                                        the Chapter 11 Case whether or not all
                                        of the Conditions have been satisfied.

                                      o The Consenting Noteholders and the
                                        Company will implement this Term Sheet
                                        through the Voting Agreement, which
                                        will, among other things, contain (i)
                                        fiduciary duty exclusions with respect
                                        to a Consenting Noteholder's service on
                                        an official committee appointed in the
                                        Chapter 11 Case and (ii) a limited
                                        exemption that will exclude purchases of
                                        the Company's securities by any
                                        Consenting Noteholder after its
                                        execution of the Voting Agreement from
                                        the terms and conditions set forth in
                                        the Voting Agreement.

                                      o In the event a Consenting Noteholder
                                        assigns its claim or interest to a third
                                        party, such third party assignor must
                                        agree to be bound by the Voting
                                        Agreement executed by such Consenting
                                        Noteholder.

Treatment of Noteholders              NEWCO COMMON STOCK

                                      o On the effective date of the Plan (the
                                        "Effective Date"), each Noteholder will
                                        receive its pro rata share of the
                                        Noteholder Newco Common Stock.
                                        "Noteholder Newco Common Stock" means
                                        eighty-five percent (85%) of the
                                        reorganized Company's ("Newco") issued
                                        and outstanding common stock on the
                                        Effective Date (the "Newco Common
                                        Stock"); provided that to the extent
                                        that the Company acquires any Notes in
                                        the open market prior to the Effective
                                        Date and the class comprised of the
                                        holders of the Preferred Stock (the
                                        "Preferred Stockholders") under the Plan
                                        accepts the


<PAGE>
                                        Plan in the Chapter 11 Case, the
                                        percentage of the "Noteholder Newco
                                        Common Stock" shall be reduced by the
                                        percentage of Notes acquired by such
                                        open market acquisitions.

                                      o For example, if the Company acquires 50%
                                        of the Notes outstanding prior to the
                                        Effective Date and the class of
                                        Preferred Stockholders under the Plan
                                        accepts the Plan in the Chapter 11 Case,
                                        the Noteholders will receive 42.5% of
                                        the Newco Common Stock, and the
                                        Preferred Stockholders and the Common
                                        Stockholders will own in the aggregate
                                        57.5% of the Newco Common Stock.
                                        However, in the event that the class of
                                        Preferred Stockholders under the Plan
                                        rejects the Plan in the Chapter 11 Case,
                                        the Noteholders in this example would
                                        receive 100% of the Newco Common Stock,
                                        and as set forth below, the Preferred
                                        Stockholders and the Common Stockholders
                                        would not receive any Newco Common Stock
                                        under the Plan.

                                      o The total issued and outstanding Newco
                                        Common Stock on the Effective Date shall
                                        be approximately 65 million shares,
                                        excluding any shares issued in
                                        connection with the Employee Options.

                                      o On the Effective Date, the Noteholder
                                        Newco Common Stock will be subject to
                                        dilution only by the Employee Options
                                        (defined below) and will not be diluted
                                        in connection with either any
                                        restructuring of the Senior Secured
                                        Notes (defined below) or any Operating
                                        Company claims; provided that at any
                                        date after the Effective Date the
                                        Noteholder Newco Common Stock may be
                                        subject to dilution by any dilutive
                                        action duly approved by the Newco Board
                                        of Directors.

                                      o The Noteholder Newco Common Stock will
                                        be freely transferable.

                                      o Noteholders that individually receive in
                                        excess of ten percent (10%) of the Newco
                                        Common Stock under the Plan shall have
                                        reasonable piggyback registration rights
                                        and reasonable demand registration
                                        rights,

<PAGE>

                                        unless, with respect to the demand
                                        registration rights only, a Noteholder
                                        receives an opinion of counsel for the
                                        Company, reasonably satisfactory to such
                                        demanding Noteholder, that such
                                        Noteholder's Newco Common Stock is
                                        freely transferable. The terms of such
                                        registration rights shall be
                                        incorporated under a registration rights
                                        agreement to be negotiated in good faith
                                        by the Company and the Noteholders and
                                        Preferred Stockholders (if any) that
                                        individually receive in excess of ten
                                        percent (10%) of the Newco Common Stock
                                        under the Plan.

Treatment of holders of Preferred     o If the class of Preferred Stockholders
Stock and holders of Common Stock       under the Plan accepts the Plan during
(the "Common Stockholders") if the      the Chapter 11 Case, then on the
class of Preferred Stockholders under   Effective Date the Preferred
the Plan accepts the Plan in the        Stockholders and Common Stockholders,
Chapter 11 Case                         in collectively, will own fifteen
                                        percent (15%) of the Newco Common Stock
                                        (the "Equityholder Newco Common Stock"),
                                        subject to any percentage increase (in
                                        accordance with any downward adjustment
                                        made to the Noteholder Newco Common
                                        Stock, as described above and below) and
                                        to dilution by the Employee Options
                                        (defined below).

                                      o For example, if the Company acquires 50%
                                        of the Notes outstanding prior to the
                                        Effective Date and the class of
                                        Preferred Stockholders under the Plan
                                        accepts the Plan in the Chapter 11 Case,
                                        the Noteholders will receive 42.5% of
                                        the Newco Common Stock, and the
                                        Preferred Stockholders and the Common
                                        Stockholders will own in the aggregate
                                        57.5% of the Newco Common Stock.
                                        However, in the event that the class of
                                        Preferred Stockholders under the Plan
                                        rejects the Plan in the Chapter 11 Case,
                                        the Noteholders in this example would
                                        receive 100% of the Newco Common Stock,
                                        and as set forth below, the Preferred
                                        Stockholders and the Common Stockholders
                                        would not receive any Newco Common Stock
                                        under the Plan.

                                      o The allocation of the Equityholder Newco
                                        Common Stock under the Plan as between
                                        the Preferred Stockholders and the
                                        Common Stockholders will be determined
                                        subject to further negotiations with the
                                        Preferred Stockholders and the Common
                                        Stockholders prior to the filing of the
                                        Plan. In the event that no agreement


<PAGE>

                                        can be reached on such allocation prior
                                        to the filing of the Plan, the Company's
                                        Board of Directors shall determine the
                                        allocation of the Equityholder Newco
                                        Common Stock under the Plan.

                                      o The Preferred Stockholder Newco Common
                                        Stock will be freely transferable.

                                      o Preferred Stockholders that individually
                                        receive in excess of ten percent (10%)
                                        of the Newco Common Stock under the Plan
                                        shall have reasonable piggyback
                                        registration rights and reasonable
                                        demand registration rights, unless, with
                                        respect to the demand registration
                                        rights only, a Preferred Stockholder
                                        receives an opinion of counsel for the
                                        Company, reasonably satisfactory to such
                                        demanding Preferred Stockholder, that
                                        such Preferred Stockholder's Newco
                                        Common Stock is freely transferable. The
                                        terms of such registration rights shall
                                        be incorporated under a registration
                                        rights agreement to be negotiated in
                                        good faith by the Company and the
                                        Preferred Stockholders (if any) and
                                        Noteholders that individually receive in
                                        excess of ten percent (10%) of the Newco
                                        Common Stock under the Plan.

Treatment of Noteholders, Preferred   o If the class of Preferred Stockholders
Stockholders and Common Stockholders    under the Plan rejects the Plan in the
if the class of Preferred               Chapter 11 Case, the Preferred
Stockholders under the Plan rejects     Stockholders and Common Stockholders
the Plan in the Chapter 11 Case         will not receive any distribution under
                                        the Plan, and "Noteholder Newco Common
                                        Stock" (defined above) shall instead
                                        mean one hundred percent (100%) of the
                                        Newco Common Stock.


Treatment of Certain Operating        o Impaired creditors in respect of
Company Impaired Creditors              rejected executory contracts or
                                        unexpired leases will be paid up to 100%
                                        of their allowed claim in cash and/or
                                        promissory notes.

Employees                             o Employees will continue to be eligible
                                        to participate in a stock option plan,
                                        to be approved and adopted by Newco's
                                        Board of Directors, providing for no
                                        more than 10% of the Newco Common Stock
                                        (the "Employee Options"). As part of
                                        such 10% of the Newco Common Stock
                                        allocated for the Employee Options, the
                                        existing 6,336,166 outstanding options
                                        currently

<PAGE>


                                        held by employees will remain in place
                                        and retain all of their present terms
                                        and conditions, including, but not
                                        limited to, their strike price. The
                                        strike price at the issuance of any new
                                        Employee Options issued after the
                                        Effective Date shall be determined by
                                        the Newco Board of Directors; provided
                                        that in no event will such options or
                                        warrants have a nominal price.


                                      o The Company's existing Employee Benefit
                                        Trust and all amounts thereunder shall
                                        remain in place pursuant to the Plan for
                                        the benefit of employees of the Company
                                        or its affiliates in connection with
                                        certain severance and retention
                                        agreements the Company has established;
                                        provided that pursuant to Section 11 of
                                        the Voting Agreement, if any Consenting
                                        Noteholder is appointed to and serves on
                                        any official committee appointed in the
                                        Chapter 11 Case, this provision in this
                                        Term Sheet shall not be construed so as
                                        to limit such Consenting Noteholder's
                                        exercise (in the sole discretion of such
                                        Consenting Noteholder) of its fiduciary
                                        duties and any such exercise (in the
                                        sole discretion of such Consenting
                                        Noteholder) of such fiduciary duties
                                        shall not be deemed to be a breach of
                                        the terms of the Voting Agreement.

Repurchases and Redemptions           o Other than with respect to the
                                        consummation of the transactions
                                        contemplated hereby, the Company will
                                        not repurchase, exchange, redeem, tender
                                        for or otherwise retire any of its (i)
                                        Notes for aggregate consideration
                                        exceeding 15.5% of the principal amount
                                        of any Note or (ii) Preferred Stock for
                                        aggregate consideration exceeding $1 per
                                        share (so long as permitted under the
                                        Indenture governing the Notes).

Governance                            o The Plan and the amended and restated
                                        certificate of incorporation of Newco
                                        will provide for a Board of Directors of
                                        seven members. Four members of the Board
                                        of Directors (the "Noteholder
                                        Designees") will initially be nominated
                                        by the Noteholders. At least one of the
                                        Noteholder Designees shall satisfy the
                                        National Association of Securities
                                        Dealers' qualifications to serve on the
                                        Audit Committee of the


<PAGE>

                                        Newco Board of Directors. If the class
                                        of Preferred Stockholders under the Plan
                                        accepts the Plan in the Chapter 11 Case,
                                        one member of Newco's Board of Directors
                                        (the "Preferred Stockholder Designee")
                                        will initially be nominated by the
                                        Preferred Stockholders. If the class of
                                        Preferred Stockholders under the Plan
                                        rejects the Plan in the Chapter 11 Case,
                                        the Noteholder Designees shall consist
                                        of five (instead of four) members of
                                        Newco's Board of Directors and there
                                        shall be no Preferred Stockholder
                                        Designee. The names of the Noteholder
                                        Designees and the Preferred Stockholder
                                        Designee (if any) shall be provided in a
                                        written authorized letter by counsel to
                                        the Ad Hoc Committee and counsel to the
                                        Preferred Stockholders, respectively, to
                                        the Company's counsel on or before five
                                        (5) business days before the hearing on
                                        the adequacy of the Disclosure Statement
                                        (defined below) in accordance with
                                        section 1125 and rule 3017 of the
                                        Bankruptcy Code. The Noteholder
                                        Designees and the Preferred Stockholder
                                        Designee (if any) will have the right to
                                        serve for a minimum term of two (2)
                                        years and the restated certificate of
                                        incorporation shall provide that such
                                        designees cannot be removed by
                                        shareholders without "cause" during
                                        their initial two (2) year term. One
                                        member of Newco's Board of Directors
                                        will be Newco's Chief Executive Officer.
                                        The remaining one member of Newco's
                                        Board of Directors will be determined by
                                        the Company prior to the hearing on the
                                        adequacy of the Disclosure Statement
                                        (defined below) in accordance with
                                        Section 1125 and rule 3017 of the
                                        Bankruptcy Code.

                                        o Except as provided above, Board
                                        members will be elected in accordance
                                        with the terms of Newco's amended and
                                        restated certificate of incorporation
                                        and by-laws, which shall be consented to
                                        as acceptable in form and substance by
                                        counsel to the Ad Hoc Committee prior to
                                        the filing of the Plan and accompanying
                                        disclosure statement (the "Disclosure
                                        Statement"). Such consent shall not be
                                        unreasonably withheld.

Sale of Assets                        o After the Filing Threshold Date, each
                                        of the Company and the Operating Company
                                        shall be permitted, subject to
                                        compliance with applicable law, to
                                        engage in transactions for (i) any
                                        merger, (ii) any consolidation,

<PAGE>

                                        (iii) a partial sale of its assets (a
                                        "Partial Asset Sale") and (iv) a sale of
                                        all or substantially all of its assets
                                        (an "Asset Sale"). Prior to the
                                        Effective Date, proceeds from any
                                        Partial Asset Sale may be reinvested by
                                        the Company in the business to fund the
                                        business plan, but may not be
                                        distributed to any member of any class
                                        of claims against or class of interests
                                        in the Company under the Bankruptcy Code
                                        if such class is junior to the Notes.
                                        Proceeds from any merger, any
                                        consolidation or an Asset Sale will be
                                        distributed in accordance with the terms
                                        and conditions of the Voting Agreement
                                        and this Term Sheet pursuant to the
                                        Plan, as if the Plan had been
                                        consummated; provided that if on the
                                        date (the "Plan and Disclosure Statement
                                        Filing Date") on which the Company files
                                        the Plan and Disclosure Statement the
                                        Company cannot make the representation
                                        described in subsection (y) in the
                                        paragraph below, (the "Creditor
                                        Representation"), then the Company shall
                                        have ten (10) business days to resolve
                                        any claims that may have been asserted
                                        by any creditor of the Company (the
                                        "Representation Cure Period"); provided,
                                        further, that if on the date that is one
                                        (1) business day after the
                                        Representation Cure Period the Company
                                        cannot make the Creditor Representation,
                                        then there shall be no agreement on how
                                        the proceeds from any merger,
                                        consolidation or Assets Sale may be
                                        distributed, as set forth above.

                                      o The Voting Agreement will contain, among
                                        other things, (x) a representation by
                                        the Company that, as of the Filing
                                        Threshold Date, the Company (i) has not
                                        resolved to engage in any merger,
                                        consolidation, Partial Asset Sale, Asset
                                        Sale or the purchase or acquisition of
                                        all or a substantial part of the assets
                                        of another entity and (ii) is not a
                                        party to any agreement or engaged in any
                                        discussions or negotiations with any
                                        person that is reasonably likely to lead
                                        to any merger, consolidation, Partial
                                        Asset Sale, Asset Sale or purchase or
                                        acquisition of all or a substantial part
                                        of the assets of another entity, except
                                        to the extent previously disclosed to
                                        Jefferies & Company, Inc; and (y) a
                                        representation by the Company that, as
                                        of the Plan and Disclosure Statement
                                        Filing Date, the Company does not have
                                        any unsecured creditors owed in the

<PAGE>

                                        aggregate more than twenty thousand
                                        dollars ($20,000) other than the
                                        Noteholders, the holders of the Senior
                                        Secured Notes (defined below), the
                                        Operating Company (in connection with
                                        intercompany debt), and other than
                                        Rothschild Inc., Shearman & Sterling,
                                        Jefferies & Company, Inc., and Milbank,
                                        Tweed, Hadley & McCloy LLP, to the
                                        extent that they are unsecured creditors
                                        of the Company as of the Plan and
                                        Disclosure Statement Filing Date.

Payment of Interest on the Notes      o In accordance with the Plan (to the
                                        extent that the Plan is filed with the
                                        Bankruptcy Court in accordance with the
                                        terms and conditions of this Term Sheet
                                        and the Voting Agreement), no further
                                        interest payments will be made on the
                                        Notes.

Payment of Dividends on the           o In accordance with the Plan (to the
Preferred Stock                         extent that the Plan is filed with the
                                        Bankruptcy Court in accordance with the
                                        terms and conditions of this Term Sheet
                                        and the Voting Agreement), no payments
                                        will be made in respect of any accrued
                                        or unpaid dividend on any class of
                                        Preferred Stock.


Consent Fee                           NOTES

                                      o Upon the occurrence of the Filing
                                        Threshold Date, each Noteholder that has
                                        become a party to the Voting Agreement
                                        on or before the Filing Threshold Date
                                        in accordance with the terms and
                                        conditions of the Consent Solicitation
                                        will be entitled to receive a cash
                                        payment equal to such holder's pro rata
                                        share of $19.025 million (the
                                        "Noteholder Consent Fee"). The
                                        Noteholder Consent Fee will be paid on
                                        the date that is no later than five (5)
                                        business days after the Filing Threshold
                                        Date. If a Consenting Noteholder who has
                                        received the Noteholder Consent Fee
                                        materially breaches the Voting Agreement
                                        or this Term Sheet, such breaching
                                        Consenting Noteholder shall return to
                                        the Company, and the Company shall have
                                        a right to, its Noteholder Consent Fee.

                                      CONSENT SOLICITATION

                                      o The Company shall have no obligation to
                                        commence the Consent Solicitation
                                        unless, and until the date

<PAGE>


                                        (the "Consent Solicitation Threshold
                                        Date") on which, Noteholders holding an
                                        aggregate principal amount of not less
                                        than 66 2/3% of all outstanding Notes
                                        are party to the Voting Agreement and
                                        the Company's Board of Directors has
                                        duly approved the terms and conditions
                                        of the Voting Agreement and this Term
                                        Sheet (the "Consent Solicitation
                                        Threshold").

                                      o Provided that the Consent Solicitation
                                        Threshold has been achieved, the Company
                                        shall commence the Consent Solicitation
                                        on or before ten (10) days after the
                                        Consent Solicitation Threshold Date;
                                        provided, however, that the Company may
                                        (in its sole discretion) commence the
                                        Consent Solicitation at any time prior
                                        to the Consent Solicitation Threshold
                                        Date.

                                      o Each Noteholder that is a Consenting
                                        Noteholder agrees to comply with the
                                        procedures set forth in and agrees to be
                                        bound by the terms and conditions of the
                                        documents governing the Consent
                                        Solicitation in order to become eligible
                                        to receive the Noteholder Consent Fee.
                                        Such documents will be prepared by the
                                        Company and will be subject to the
                                        reasonable approval of the counsel to
                                        the Ad Hoc Committee prior to the
                                        commencement of the Consent
                                        Solicitation.



13% Senior Secured Notes due 2004       Neither the commencement of the Chapter
(the "Senior Secured Notes") and        11 Cases nor the filing of the Plan will
other Creditors                         be conditioned upon a restructuring of
                                        the Senior Secured Notes, provided that
                                        the Company will be entitled to include
                                        the restructuring of the Senior Secured
                                        Notes in the Plan, subject to meeting
                                        the deadlines set forth in this Term
                                        Sheet.

Termination Events:                   o "Consenting Noteholders' Termination
                                        Event", wherever used herein, means any
                                        of the following events (whatever the
                                        reason for such Consenting Noteholders'
                                        Termination Event and whether it will be
                                        voluntary or involuntary):

                                        a. the Company's Board of Directors has
                                           not duly approved the terms and
                                           conditions of the Voting Agreement
                                           and this Term

<PAGE>


                                           Sheet prior to the commencement of
                                           the Consent Solicitation;

                                        b. the Company has not commenced the
                                           Consent Solicitation on or before ten
                                           (10) days after the Consent
                                           Solicitation Threshold Date (only to
                                           the extent that the Consent
                                           Solicitation Threshold has been
                                           achieved);

                                        c. the Filing Threshold Date does not
                                           occur by March 29, 2002;

                                        d. the Company has not paid the
                                           Noteholder Consent Fee on or before
                                           the date that is no later than five
                                           (5) business days after the Filing
                                           Threshold Date;

                                        e. the Filing Date does not occur by the
                                           later of (A) April 30, 2002 and (B)
                                           fifteen (15) business days after the
                                           Filing Threshold Date;

                                        f. the Plan and Disclosure Statement
                                           Filing Date does not occur on or
                                           before twenty (20) days after the
                                           Filing Date;

                                        g. the Company does not obtain
                                           Bankruptcy Court approval of the
                                           Disclosure Statement on or before
                                           sixty-five (65) days after the Filing
                                           Date;

                                        h. the Bankruptcy Court does not confirm
                                           the Plan on or before one hundred and
                                           forty (140) days after the Filing
                                           Date;

                                        i. the Company does not commence
                                           distributions to the Noteholders and
                                           Preferred Stockholders pursuant to
                                           the Plan within fifteen (15) days
                                           after the Confirmation Order is
                                           entered;

                                        j. the Confirmation Order confirming a
                                           Plan in accordance with the terms and
                                           conditions of the Voting Agreement
                                           and this Term Sheet has been reversed
                                           on appeal and shall have become a
                                           final order;

                                        k. the Noteholder Newco
<PAGE>


                                           Common Stock is diluted in connection
                                           with either any restructuring of the
                                           Senior Secured Notes or any Operating
                                           Company claims;

                                        l. a trustee or examiner with enlarged
                                           powers shall have been appointed
                                           under section 1104 or 105 of the
                                           Bankruptcy Code for service in the
                                           Chapter 11 Cases;

                                        m. the Chapter 11 Cases shall have been
                                           converted to cases under chapter 7 of
                                           the Bankruptcy Code;

                                        n. the Company shall have materially
                                           breached any material provision of
                                           the Voting Agreement or this Term
                                           Sheet;

                                        o. the Plan provides or is modified to
                                           provide for any terms that are
                                           materially adverse to or materially
                                           inconsistent with the terms set forth
                                           in this Term Sheet;

                                        p. after filing the Plan, the Company
                                           (i) submits a second or amended plan
                                           of reorganization or liquidation that
                                           does not incorporate all of the
                                           material terms and provisions of this
                                           Term Sheet or (ii) moves to withdraw
                                           or withdraws the Plan unless such
                                           withdrawal is necessary to give
                                           effect to the Sale of Assets
                                           provision under this Term Sheet; and

                                        q. the Company commences the Chapter 11
                                           Case (or otherwise seeks relief under
                                           the Bankruptcy Code) without having
                                           previously paid the Noteholder
                                           Consent Fee.

                                      o The foregoing Consenting Noteholders'
                                        Termination Events are intended solely
                                        for the benefit of the Consenting
                                        Noteholders.

                                      o All provisions of this Term Sheet, the
                                        Voting Agreement, and the Restricted
                                        Period in connection therewith (as
                                        defined in section 4.02 of the Voting
                                        Agreement) shall


<PAGE>

                                        terminate (a Consenting Noteholders'
                                        Termination") automatically without the
                                        act of any party to the Voting Agreement
                                        upon the occurrence of any of the
                                        Consenting Noteholders' Termination
                                        Events, unless (x) the occurrence of
                                        such Consenting Noteholders' Termination
                                        Event is waived in writing within five
                                        (5) business days of its occurrence by a
                                        majority of the Noteholders that become
                                        a party to the Voting Agreement (a
                                        "Consenting Noteholders' Majority"); or
                                        (y) the Consenting Noteholders'
                                        Termination Event that has occurred is
                                        that set forth under subparagraph n.
                                        above, in which case to properly effect
                                        a Consenting Noteholders' Termination
                                        (A) written notice must be provided to
                                        the Company by a Consenting Noteholders'
                                        Majority that (1) the Company has
                                        materially breached a material provision
                                        of the Voting Agreement or this Term
                                        Sheet and (2) sets forth the provisions
                                        of the Voting Agreement and/or this Term
                                        Sheet that have been breached; provided
                                        that the Company hereby agrees to waive
                                        the requirement (if any) that the
                                        automatic stay in effect pursuant to
                                        section 362 of the Bankruptcy Code (the
                                        "Automatic Stay") be lifted in
                                        connection with giving such notice (and
                                        not to object to the Consenting
                                        Noteholders seeking to lift the
                                        Automatic Stay in connection with giving
                                        such notice, if necessary), and (B) a
                                        ten (10) day cure period with respect to
                                        such breach must have occurred and such
                                        breach must remain uncured.

                                      o If any Consenting Noteholders'
                                        Termination Event occurs (and has not
                                        been waived) or the Company terminates
                                        this Term Sheet or the Voting Agreement
                                        after the occurrence of a Company
                                        Termination Event (defined below) at a
                                        time when approval of the Bankruptcy
                                        Court shall be required for a Consenting
                                        Noteholder to change or withdraw (or
                                        cause to be changed or withdrawn) its
                                        votes to accept the Plan, the Company
                                        shall not oppose any attempt by such
                                        Consenting Noteholder to change or
                                        withdraw (or cause to be changed or
                                        withdrawn) such votes at such time.
                                        Unless a Consenting Noteholders'
                                        Termination Event is waived in
                                        accordance with the terms hereof, upon
                                        the occurrence of a Consenting
                                        Noteholders' Termination Event or the
                                        termination of this Term Sheet or the
                                        Voting Agreement by the Company after

<PAGE>

                                        the occurrence of a Company Termination
                                        Event, each of the Consenting
                                        Noteholders shall have all of the rights
                                        and remedies available to it as existed
                                        immediately prior to the date that the
                                        parties entered into the Voting
                                        Agreement.

                                      o The Company shall, and shall cause each
                                        of its wholly-owned subsidiaries at all
                                        times to immediately advise the
                                        Consenting Noteholders by written notice
                                        to counsel to the Ad Hoc Committee, of
                                        (A) any breach of the Voting Agreement
                                        or this Term Sheet by or on behalf of
                                        the Company or (B) of the occurrence of
                                        any Consenting Noteholders' Termination
                                        Event.

                                      o Consenting Noteholders shall immediately
                                        advise the Company of (A) any material
                                        breach of the Voting Agreement or this
                                        Term Sheet by or on behalf of such
                                        holder, (B) the termination of the
                                        Voting Agreement and/or this Term Sheet
                                        by or on behalf of such holder or (C)
                                        the occurrence of a material breach of
                                        any material provision of the Voting
                                        Agreement or this Term Sheet by the
                                        Company pursuant to subparagraph n.
                                        above. The Company will agree to waive
                                        the requirement (if any) that the
                                        Automatic Stay be lifted in connection
                                        with giving any such notice.

                                      o The waiver in writing by a Consenting
                                        Noteholders' Majority of any condition
                                        hereunder or of the occurrence of any
                                        Consenting Noteholders' Termination
                                        Event shall not relieve any other party
                                        of any liability or obligation with
                                        respect to any covenant or agreement set
                                        forth in this Term Sheet or the Voting
                                        Agreement.

                                      o Upon the occurrence of a Consenting
                                        Noteholders' Termination Event (unless
                                        such Consenting Noteholders' Termination
                                        Event is waived in accordance with the
                                        terms hereof) or upon the Company's
                                        declaration of the occurrence of a
                                        Company Termination Event, this Term
                                        Sheet and the Voting Agreement shall
                                        terminate and no party to the Voting
                                        Agreement shall have any continuing
                                        liability or obligation to any other
                                        party thereto; provided that no such
                                        termination shall relieve any party from
                                        liability for its breach or non-

<PAGE>

                                        performance of its obligations hereunder
                                        prior to the date of such termination;
                                        provided, further, that any termination,
                                        except for any termination due to a
                                        Company Termination Event, shall not
                                        affect the validity of any Noteholder
                                        Consent Fee paid to the Consenting
                                        Noteholders prior to the effective date
                                        of termination and in accordance with
                                        this Term Sheet; however, to the extent
                                        a termination of the Voting Agreement
                                        and this Term Sheet has occurred (except
                                        a termination that has occurred pursuant
                                        to a Consenting Noteholders' Termination
                                        Event set forth under subparagraph n.
                                        above) and a Noteholder Consent Fee has
                                        been paid to Consenting Noteholders, the
                                        amount of the Noteholder Consent Fee
                                        shall be used to offset any future
                                        interest payment due to the Consenting
                                        Noteholders. To the extent that there
                                        has been a termination due to a Company
                                        Termination Event and a Noteholder
                                        Consent Fee has been paid, such
                                        Noteholder Consent Fee shall be promptly
                                        returned to the Company.


                                      o The Company shall have the right to
                                        terminate (a "Company Termination
                                        Event") this Term Sheet and the Voting
                                        Agreement, by providing written notice
                                        to each of the Consenting Noteholders,
                                        if (A) the Voting Agreement or this Term
                                        Sheet are materially breached by a
                                        Consenting Noteholders' Majority or (B)
                                        on a date after the Filing Threshold
                                        Date (the "Below Noteholder Threshold
                                        Date"), the aggregate holdings of the
                                        Consenting Noteholders is, and continues
                                        to be for ten (10) consecutive days
                                        beginning on the Below Noteholder
                                        Threshold Date, less than 60% of the
                                        outstanding principal amount of the
                                        Notes.

                                      o Notwithstanding anything to the contrary
                                        contained in this Term Sheet or the
                                        Voting Agreement, the Company will use
                                        its reasonable best efforts in the
                                        Bankruptcy Case to support the payment
                                        of the Noteholder Consent Fee against
                                        any claim or action. In the event that
                                        the Noteholder Consent Fee is required
                                        to be disgorged from the Noteholders and
                                        returned to the Company,

<PAGE>


                                        the Company agrees that it will modify
                                        the terms of the Plan to include an
                                        additional cash distribution to each
                                        Noteholder of its pro rata share of
                                        $19.025 million.

Dated:  February 22, 2002



<PAGE>


                            MUTUAL RELEASE AGREEMENT

     This Mutual Release Agreement (this "Agreement"), is made by and among (i)
the undersigned, solely in its capacity as a holder of 13% Senior Notes due 2010
(the "Notes"), and (ii) Mpower Holding Corporation ("Holding," together with its
subsidiaries and affiliates, the "Company") (each of the foregoing, a "Party",
and collectively, the "Parties").

     WHEREAS, the Company has outstanding approximately $380.5 million in
aggregate principal amount of the Notes, issued pursuant to the an Indenture,
dated as of March 24, 2000, by and among Holding and HSBC Bank USA, as trustee
(the "Indenture"); and

     WHEREAS, the undersigned and Holding, along with certain other parties,
have agreed to enter into a Voting Agreement (the "Voting Agreement") which
incorporates the terms of a Term Sheet, dated February __, 2002 (the "Term
Sheet"),1 pursuant to which, among other things, the Parties set forth their
agreements concerning their respective obligations with respect to a transaction
affecting the Notes and the conduct of Holding's voluntary case under chapter 11
of the Bankruptcy Code.

     NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which the Parties hereby acknowledge, the Parties agree as
follows:

     1. RELEASE.

        Except as provided for herein, the undersigned, solely in its capacity
as a holder of the Notes, and any of its subsidiaries and affiliates and their
respective successors, assigns, trustees, agents, and their directors, officers,
employees, executives, attorneys, advisors, accountants, and representatives
(collectively, the "Undersigned Released Parties") hereby unequivocally release
and forever discharge the Company and any of its subsidiaries and affiliates and
their respective successors, assigns, trustees, agents, and their directors,
officers, employees, executives, attorneys, advisors, accountants,
representatives, and shareholders, including Providence Equity Partners III LLC,
Providence Equity Operating Partners III L.P. and JK & B Management, LLC, (the
"Company Released Parties") from any and all claims (including but not limited
to claims as defined in 11 U.S.C. ss. 101(5)) arising under or in connection
with the Notes held by the undersigned whether or not asserted or raised and
existing, or alleged to exist or to have existed, or whether known or unknown,
at any time from the beginning of the world to and including the date hereof
(collectively, the "Undersigned Claims"), which the Undersigned Released Parties
ever had or have or may have at this time against any of the Company Released
Parties; provided, however, that the foregoing release shall not apply to any
Undersigned Claims (i) relating to the payment (or non-payment) of any principal
of, or premium or other charges, if any, and interest under the Indenture or
with respect to the Notes, including, without limitation, payment (or
non-payment) of any Noteholder Consent Fee due and


----------
1  Capitalized terms not otherwise defined herein shall have the meanings
   ascribed to such terms in the Voting Agreement.

<PAGE>


payable in accordance with the terms of the Voting Agreement and Term Sheet, and
any fees or other charges that become due and payable in accordance with the
Indenture or under applicable law or (ii) arising under the terms of the Voting
Agreement, the Term Sheet and this Agreement, including, without limitation, any
claim relating to a Company Released Party's breach of the Voting Agreement, the
Term Sheet or this Agreement or the enforcement of the provisions of such
agreements.

     2. RELEASE BY THE COMPANY.

     Except as provided for herein, the Company Released Parties hereby
unequivocally release and forever discharge the Undersigned Released Parties
from any and all claims (including but not limited to claims as defined in 11
U.S.C. ss. 101(5)) arising under or in connection with the Notes whether or not
asserted or raised and existing, or alleged to exist or to have existed, or
whether known or unknown, at any time from the beginning of the world to and
including the date hereof (collectively, the "Company Claims"), which the
Company Released Parties ever had or have or may have at this time against any
of the Undersigned Released Parties; provided, however, that the foregoing
release shall not apply to any Company Claims arising under the Voting
Agreement, the Term Sheet, any confidentiality agreement (a "Confidentiality
Agreement") with the Company by which any of the Undersigned Released Parties is
bound and this Agreement, including, without limitation, any claim relating to a
Undersigned Released Party's breach of the Voting Agreement, the Term Sheet, a
Confidentiality Agreement or this Agreement or the enforcement of the provisions
of such agreements.

     3. AGREEMENTS.

     The Parties understand and agree (a) that neither this Agreement, nor any
part hereof, shall be used or construed as an admission of liability on the part
of any Party, (b) that neither this Agreement, nor any part hereof, shall be
used as evidence by or against any Party for any purpose, and (c) that each
Party has had the opportunity to engage counsel to review this Agreement and
advise such Party with respect thereto.

     4. SUCCESSORS AND ASSIGNS.

     The terms of this Agreement shall be binding on the Parties and their
respective successors and assigns.

     5. TERMINATION.

     This Agreement, including any releases provided hereunder, shall terminate
upon any termination of the Voting Agreement and the Term Sheet and shall not
survive any such termination, in which case this Agreement shall be of no
further force or effect, and be deemed null and void and to have never existed
in any form and each of the Parties hereto shall have all of the rights and
remedies available to it as existed immediately prior to the date that the
Parties entered into this Agreement.

<PAGE>


     6. COUNTERPARTS; FACSIMILE EXECUTION.

     This Agreement may be executed in any number of counterparts and by
different Parties on separate counterparts, each of which counterpart, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same agreement.
This Agreement may be executed and delivered by telecopier, provided, however,
that the Parties shall endeavor to deliver original counterpart signatures to
the other Parties as soon thereafter as practicable.

     7. EFFECTIVENESS.

     This Agreement shall become effective and binding upon each of the Parties
that have executed and delivered counterpart signature pages hereto. The
undersigned acknowledges, by its execution of this Agreement, that the Company
has executed and delivered a counterpart signature page to this Agreement as of
the date hereof.

     8. GOVERNING LAW.

     THIS MUTUAL RELEASE AGREEMENT AND THE RELEASES CONTAINED HEREIN SHALL BE
GOVERNED BY, ENFORCED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES.

<PAGE>


<PAGE>




     IN WITNESS WHEREOF, the Parties have executed this Mutual Release Agreement
as of the latest date written below.

Dated: February __, 2002



                            MPOWER HOLDING CORPORATION,
                            behalf of itself and its subsidiaries and affiliates



                            By:
                               -----------------------------------------
                            Name:   Russell I. Zuckerman, Esq.
                            Title:  Senior Vice President and
                                    General Counsel














                SIGNATURE PAGE TO THE MUTUAL RELEASE AGREEMENT BY
        AND AMONG THE UNDERSIGNED AND MPOWER HOLDING CORPORATION AND ITS
                           SUBSIDIARIES AND AFFILIATES


<PAGE>


Dated:  February __, 2002
                                      -----------------------------------
                                      PRINT NAME OF CONSENTING NOTEHOLDER


                                      -----------------------------------
                                      Name:
                                      Title:

                                      Address: --------------------------
                                               --------------------------
                                               --------------------------
                                      Attention: ------------------------
                                      Telephone: ------------------------
                                      Facsimile: ------------------------

                                      Aggregate principal amount of Notes
                                      beneficially owned or managed on behalf of
                                      accounts that hold or beneficially own
                                      such Notes:


                                      $ ------------------------------


                                      Aggregate number of shares of issued and
                                      outstanding Common Stock beneficially
                                      owned or managed on behalf of accounts
                                      that hold or beneficially own such
                                      securities:

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













                SIGNATURE PAGE TO THE MUTUAL RELEASE AGREEMENT BY
        AND AMONG THE UNDERSIGNED AND MPOWER HOLDING CORPORATION AND ITS
                           SUBSIDIARIES AND AFFILIATES


<PAGE>
                            MUTUAL RELEASE AGREEMENT

     This Mutual Release Agreement (this "Agreement"), is made by and among (i)
the undersigned, solely in its capacity as a holder of Preferred Stock (defined
below) and (ii) Mpower Holding Corporation ("Holding," together with its
subsidiaries and affiliates, the "Company") (each of the foregoing, a "Party",
and collectively, the "Parties").

     WHEREAS, the Company has outstanding approximately $380.5 million in
aggregate principal amount of the 13% Senior Notes due 2010 (the "Notes"),
issued pursuant to the Indenture, dated as of March 24, 2000, by and among
Holding and HSBC Bank USA, as trustee (the "Indenture"); and

     WHEREAS, the Company has issued and outstanding approximately 1.25 million
shares of Series C and 3.01 million shares of Series D Preferred Stock
(together, the "Preferred Stock"); and

     WHEREAS, the undersigned and Holding, along with certain other parties,
have agreed to enter into a Voting Agreement (the "Voting Agreement") which
incorporates the terms of a Term Sheet, dated February 22, 2002 (the "Term
Sheet"),2 pursuant to which, among other things, the Parties set forth their
agreements concerning their respective obligations with respect to a transaction
affecting the Notes and the Preferred Stock and the conduct of Holding's
voluntary case under chapter 11 of the Bankruptcy Code.

     NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which the Parties hereby acknowledge, the Parties agree as
follows:

     9. RELEASE.

        Except as provided for herein, the undersigned, solely in its capacity
as a holder of the Preferred Stock, and any of its subsidiaries and affiliates
and their respective successors, assigns, trustees, agents, and their directors,
officers, employees, executives, attorneys, advisors, accountants, and
representatives (collectively, the "Undersigned Released Parties") hereby
unequivocally release and forever discharge the Company and any of its
subsidiaries and affiliates and their respective successors, assigns, trustees,
agents, and their directors, officers, employees, executives, attorneys,
advisors, accountants, representatives, and shareholders, including Providence
Equity Partners III LLC, Providence Equity Operating Partners III L.P. and JK &
B Management, LLC, (the "Company Released Parties") from any and all claims
(including but not limited to claims as defined in 11 U.S.C. ss. 101(5)) arising
under or in connection with the Preferred Stock held by the undersigned whether
or not asserted or raised and existing, or alleged to exist or to have existed,
or whether known or unknown, at any time from the beginning of the world to and
including the date hereof (collectively, the "Undersigned Claims"), which the
Undersigned Released Parties ever had or have or may have at this time

--------------
2   Capitalized terms not otherwise defined herein shall have the meanings
    ascribed to such terms in the Voting Agreement.

<PAGE>

against any of the Company Released Parties; provided, however, that the
foregoing release shall not apply to any Undersigned Claims against the Company
(i) relating to the payment (or non-payment) of any accrued and unpaid dividends
on the Preferred Stock under the Series C Certificate of Designation and/or
Series D Certificate of Designation, as the case may be, or (ii) arising under
the terms of the Voting Agreement, the Term Sheet or this Agreement, including,
without limitation, any claim relating to a Company Released Party's breach of
the Voting Agreement, the Term Sheet or this Agreement or the enforcement of the
provisions of such agreements.

     10. RELEASE BY THE COMPANY.

         Except as provided for herein, the Company Released Parties hereby
unequivocally release and forever discharge the Undersigned Released Parties
from any and all claims (including but not limited to claims as defined in 11
U.S.C. ss. 101(5)) arising under or in connection with the Preferred Stock
whether or not asserted or raised and existing, or alleged to exist or to have
existed, or whether known or unknown, at any time from the beginning of the
world to and including the date hereof (collectively, the "Company Claims"),
which the Company Released Parties ever had or have or may have at this time
against any of the Undersigned Released Parties; provided, however, that the
foregoing release shall not apply to any Company Claims arising under the Voting
Agreement, the Term Sheet or this Agreement, including, without limitation, any
claim relating to a Undersigned Released Party's breach of the Voting Agreement,
the Term Sheet or this Agreement or the enforcement of the provisions of such
agreements.

     11. AGREEMENTS.

         The Parties understand and agree (a) that neither this Agreement, nor
any part hereof, shall be used or construed as an admission of liability on the
part of any Party, (b) that neither this Agreement, nor any part hereof, shall
be used as evidence by or against any Party for any purpose, and (c) that each
Party has had the opportunity to engage counsel to review this Agreement and
advise such Party with respect thereto.

     12. SUCCESSORS AND ASSIGNS.

         The terms of this Agreement shall be binding on the Parties and their
respective successors and assigns.

     13. TERMINATION.

     This Agreement, including any releases provided hereunder, shall terminate
upon any termination of the Voting Agreement or the Term Sheet and shall not
survive any such termination, in which case this Agreement shall be of no
further force or effect, and be deemed null and void and to have never existed
in any form and each of the Parties hereto shall have all of the rights and
remedies available to it as existed immediately prior to the date that the
Parties entered into this Agreement.


<PAGE>

     14. COUNTERPARTS; FACSIMILE EXECUTION.

         This Agreement may be executed in any number of counterparts and by
different Parties on separate counterparts, each of which counterpart, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same agreement.
This Agreement may be executed and delivered by telecopier, provided, however,
that the Parties shall endeavor to deliver original counterpart signatures to
the other Parties as soon thereafter as practicable.

     15. EFFECTIVENESS.

         This Agreement shall become effective and binding upon each of the
Parties that have executed and delivered counterpart signature pages hereto. The
undersigned acknowledges, by its execution of this Agreement, that the Company
has executed and delivered a counterpart signature page to this Agreement as of
the date hereof.

     16. GOVERNING LAW.

     THIS MUTUAL RELEASE AGREEMENT AND THE RELEASES CONTAINED HEREIN SHALL BE
GOVERNED BY, ENFORCED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES.



<PAGE>





     IN WITNESS WHEREOF, the Parties have executed this Mutual Release Agreement
as of the latest date written below.

Dated: March __, 2002



                            MPOWER HOLDING CORPORATION,
                            behalf of itself and its subsidiaries and affiliates



                            By:
                               -----------------------------------------
                            Name:   Russell I. Zuckerman, Esq.
                            Title:  Senior Vice President and
                                    General Counsel



















               SIGNATURE PAGE TO THE MUTUAL RELEASE AGREEMENT BY
        AND AMONG THE UNDERSIGNED AND MPOWER HOLDING CORPORATION AND ITS
                          SUBSIDIARIES AND AFFILIATES


<PAGE>


Dated:  March __, 2002
                                      ----------------------------------
                                      PRINT NAME OF CONSENTING PREFERRED
                                      STOCKHOLDER


                                      --------------------------
                                      Name:
                                      Title:

                                      Address:  -----------------------
                                                -----------------------
                                                -----------------------
                                      Attention:-----------------------
                                      Telephone:-----------------------
                                      Facsimile:-----------------------

                                      Aggregate number of shares of issued and
                                      outstanding Series C Preferred Stock
                                      beneficially owned or managed on behalf of
                                      accounts that hold or beneficially own
                                      such securities:

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

                                      Aggregate number of shares of issued and
                                      outstanding Series D Preferred Stock
                                      beneficially owned or managed on behalf of
                                      accounts that hold or beneficially own
                                      such securities:


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

                                      Aggregate number of shares of issued and
                                      outstanding Common Stock beneficially
                                      owned or managed on behalf of accounts
                                      that hold or beneficially own such
                                      securities:

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


                SIGNATURE PAGE TO THE MUTUAL RELEASE AGREEMENT BY
        AND AMONG THE UNDERSIGNED AND MPOWER HOLDING CORPORATION AND ITS
                           SUBSIDIARIES AND AFFILIATES