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                                                               EXHIBIT NO. 10.44

                                     e.spire

                              COMMUNICATIONS, INC.

                                  NONQUALIFIED

                           DEFERRED COMPENSATION PLAN

                         EFFECTIVE AS OF OCTOBER 1, 1998


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                                TABLE OF CONTENTS

                                                                            PAGE

I.                   DEFINITIONS..............................................1

II.                  ELIGIBILITY AND PARTICIPATION............................3

2.01                 Eligible Persons.........................................3
2.02                 Participation............................................3
2.03                 Date of Participation....................................3
2.04                 Application for Participation............................4
2.05                 Limitation on Participants...............................4
2.06                 Removal from Participation...............................4

III.                 EMPLOYEE DEFERRALS & EMPLOYER CONTRIBUTIONS..............4

3.01                 Employee Deferrals.......................................4
3.02                 Employer Contributions...................................6

IV.                  INVESTMENT OF DEFERRAL ACCOUNT...........................7

4.01                 Participant Election.....................................7
4.02                 Change of Investment Election............................7
4.03                 Investment Options.......................................7
4.04                 Investment Earnings......................................7

V.                   VESTING AND FORFEITURE OF BENEFITS.......................8

5.01                 Employee Deferrals and Employer Bonus Contributions......8
5.02                 Employer Discretionary Contributions.....................8
5.03                 Forfeiture of Employer Discretionary Contributions.......8

VI.                  DEFERRED COMPENSATION ACCOUNTS...........................9

6.01                 Deferred Compensation Accounts...........................9
6.02                 Quarterly Benefit Statements.............................9
6.03                 Title to Assets..........................................9
6.04                 Unfunded Arrangement.....................................9
6.05                 Return or Diversion of Assets............................9
6.06                 Annual Expenses..........................................9

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VII.                 BENEFIT DISTRIBUTIONS...................................10

7.01                 In General..............................................10
7.02                 Termination of Employment...............................10
7.03                 In-Service Withdrawals..................................10
7.04                 Death Benefits..........................................11
7.05                 Tax Liability...........................................13

VIII.                ADMINISTRATION..........................................13

8.01                 Administration and Interpretation of Plan...............13

IX.                  APPLICATION FOR BENEFITS AND CLAIMS PROCEDURE...........13

9.01                 Notice of Denial of Benefit.............................13
9.02                 Appeals Procedure.......................................13

X.                   GENERAL PROVISIONS......................................14

10.01                No Alienation or Assignment of Benefits.................14
10.02                No Contract of Employment...............................14
10.03                Other Retirement Plans..................................14
10.04                Heirs, Assigns and Successors...........................14
10.05                Amendment or Termination................................15
10.06                Severability of Provisions..............................15
10.07                Controlling Law.........................................15
10.08                Grammatical Construction................................15
10.09                Unauthorized Representations............................15
10.10                Designation of Death Benefit Beneficiary................15



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                                     e.spire

                              COMMUNICATIONS, INC.

                                  NONQUALIFIED

                           DEFERRED COMPENSATION PLAN

                           EFFECTIVE: OCTOBER 1, 1998

       WHEREAS, e.spire Communications, Inc. has decided to establish an
unfunded deferred compensation plan for a select group of its senior management
employees; and

       WHEREAS, the purpose of this Plan is to provide eligible executives with
a tax-deferred capital accumulation program under which Participants can defer
all or a portion of their current compensation on a pre-tax basis.

       NOW, THEREFORE, the e.spire Communications, Inc. Nonqualified Deferred
Compensation Plan is hereby adopted in accordance with the following terms and
conditions:

                                    ARTICLE I
                                   DEFINITIONS

       Unless the context or subject matter otherwise requires, the following
definitions shall govern the Plan:

1.01   AFFILIATE - any corporation which is a member of a controlled group of
       corporations (as defined in Section 414(b) of the Internal Revenue Code)
       which includes the Company; any trade or business (whether or not
       incorporated) which is under common control (as defined in Section 414(c)
       of the Internal Revenue Code) with the Company; any organization (whether
       or not incorporated) which is a member of an affiliated service group (as
       defined in Section 414(m) of the Internal Revenue Code) which includes
       the Company; and any other entity required to be aggregated with the
       Company pursuant to regulations under Section 414(o) of the Internal
       Revenue Code.

1.02   ANNUAL INCENTIVE COMPENSATION - incentive compensation provided to a
       Participant by the Employer in respect of a calendar year.

1.03   BASE SALARY - the actual salary earned by a Participant during a calendar
       year. The actual salary is determined before any pre-tax contributions to
       an Employer's 401(k) plan but after any pre-tax contributions to an
       Employer's cafeteria plan..


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1.04   BENEFICIARY - a person (other than a Participant) who is entitled to
       receive benefits under the Plan.

1.05   BOARD - the Board of Directors of the Company.

1.06   CHANGE IN CONTROL - the (i) sale (other than a sale by the Company) of
       securities entitled to more than fifty percent (50%) of the voting power
       of the Company in a single transaction or a related series of
       transactions; or (ii) sale of substantially all of the assets of the
       Company; or (iii) approval by the stockholders of the Company of a
       reorganization, merger or consolidation of the Company, as a result of
       which the persons who were the stockholders of the Company immediately
       prior to such reorganization, merger or consolidation do not own
       securities immediately after the reorganization, merger or consolidation
       which would entitle them to more than fifty (50%) percent of the
       reorganized, merged or consolidated company.

1.07   COMMITTEE - the Compensation Committee appointed by the Board to
       administer the Plan.

1.08   COMPANY - e.spire Communications, Inc. and its successors. 

1.09   DEFERRED COMPENSATION ACCOUNT - the separate account established for each
       Participant pursuant to the provisions of Article VI of the Plan, which
       is credited with Employer Discretionary Contributions, Employer Bonus
       Contributions and Employee Deferrals. To the extent necessary to reflect
       different investment options, vesting schedules and/or distribution
       dates, a Participant's Deferred Compensation Account can include multiple
       subaccounts.

1.10   DEFERRED COMPENSATION ELECTION FORM - the form(s) designated by the
       Company for Participants to use to contribute Employee Deferrals to the
       Plan, designate the investment of the Deferred Compensation Account, and
       select the timing and form of the distribution. The execution and filing
       of this Form with the Committee is subject to Board approval. The Form
       may be changed at any time by the Board.

1.11   EFFECTIVE DATE - October 1, 1998.

1.12   EMPLOYEE DEFERRALS - the portion of a Participant's Annual Incentive
       Compensation and Base Salary which is deferred and contributed to the
       Rabbi Trust pursuant to the provisions of Article III of the Plan.

1.13   EMPLOYER - the Company, its Affiliates and their successors.




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1.14   EMPLOYER BONUS CONTRIBUTIONS - the bonus payments made by the Employer to
       a Participant but which are required to be deferred in accordance with
       the terms of this Plan.

1.15   EMPLOYER DISCRETIONARY CONTRIBUTIONS - the contributions made by the
       Employer to the Rabbi Trust which are based on individual or overall
       corporate performance.

1.16   PARTICIPANT - an employee of the Employer who has been designated by the
       Committee for participation in the Plan and who has completed the
       appropriate forms.

1.17   PLAN - the e.spire Communications, Inc. Nonqualified Deferred
       Compensation Plan and any modification or amendment thereof.

1.18   PLAN YEAR - the twelve (12) month period beginning January 1st through
       December 31st. Notwithstanding the foregoing, the initial Plan
       Year shall be a short period beginning October 1, 1998 and ending
       December 31, 1998.

1.19   RABBI TRUST - the grantor trust within the meaning of Section 671 of the
       Internal Revenue Code established pursuant to the Trust Agreement 
       effective as of October 30, 1998, between the Company and FMB Trust 
       Company, N.A.

1.20   TRUSTEE - FMB Trust Company, N.A. unless the Company delegates another
       person or entity to act as the trustee pursuant to the Trust
       Agreement.


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

2.01   ELIGIBLE PERSONS.

       Consistent with the Plan's purpose, eligibility for participation in this
Plan shall be limited to key employees selected by the Chief Executive Officer.

2.02   PARTICIPATION.

       The Chief Executive Officer of the Company may designate additional
management employees who may participate in the Plan.

2.03   DATE OF PARTICIPATION.

       Each employee designated by the Chief Executive Officer as eligible to
participate in this Plan on the Plan's Effective Date shall be eligible to
participate as of October 1, 1998. Those



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employees who become eligible to participate in the Plan on or after the
Effective Date shall be eligible to become a Participant thirty (30) days after
they receive a written notification of their eligibility.











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2.04   APPLICATION FOR PARTICIPATION.

       In order to participate in this Plan, an eligible employee must complete
a Deferred Compensation Election Form, a Life Insurance Application Worksheet
and an Application for Flexible Premium Variable Life Insurance, it being
understood that an owner of such life insurance will be the Employer or the
Rabbi Trust. If an employee fails to submit the three documents in a timely
manner, he or she will not be a Participant and will be ineligible to make
Employee Deferrals and receive an allocation of the Employer Discretionary
Contributions and/or the Employer Bonus Contributions.

2.05   LIMITATION ON PARTICIPANTS.

       The Chief Executive Officer, in his or her sole discretion, may determine
who is eligible to participate in the Plan and may change the criteria at any
time. The effective date of any such change shall be determined by the Chief
Executive Officer.

2.06   REMOVAL FROM PARTICIPATION.

       The Chief Executive Officer may terminate a Participant's participation
for any reason. A Participant who is prospectively terminated from participating
in this Plan is ineligible to make Employee Deferrals or receive an allocation
of the Employer Discretionary Contributions and/or the Employer Bonus
Contributions.

                                   ARTICLE III
                  EMPLOYEE DEFERRALS AND EMPLOYER CONTRIBUTIONS

3.01   EMPLOYEE DEFERRALS.

       A Participant may defer a portion of his or her annual Base Salary and/or
Annual Incentive Compensation which would otherwise be earned and payable for
each Plan Year by executing a Deferred Compensation Election Form. The minimum
Employee Deferral is five thousand dollars ($5,000) (two thousand ($2,000) in
the 1998 Plan Year) and the maximum Employee Deferral is one hundred percent
(100%) of the Participant's Base Salary and Annual Incentive Compensation.
Notwithstanding the foregoing, a Participant may not defer any portion of his or
her Annual Incentive Compensation earning during 1998. No deferral election
shall reduce a Participant's compensation below the amount necessary to satisfy
the following obligations: applicable employment taxes (e.g., FICA/Medicare) on
amounts deferred; withholding requirements of an employer-sponsored benefit
plan; or income tax withholding for compensation that cannot be deferred.




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       A.     BASE SALARY DEFERRAL.

              (1)    Submission of Deferred Compensation Election Form.

                     (a)  Each employee who is eligible to participate in the 
Plan as of the Plan's Effective Date and who wishes to defer a portion of his or
her Base Salary must submit a Deferred Compensation Election Form to the
Committee prior to the Plan's Effective Date. Any employee who becomes eligible 
to participate in the Plan on or after the Effective Date may defer a portion of
his or her Base Salary earned in the initial Plan Year of eligibility by 
submitting a Deferred Compensation Election Form with the Committee within 
thirty (30) days of the date the employee becomes eligible to participate. The
Deferred Compensation Election Form shall apply only to Base Salary earned after
the election is made. Elections for subsequent Plan Years are governed by
subparagraphs (b) and (c).

                     (b) If a Participant completes a Deferred Compensation 
Election Form and elects to contribute a portion of his or her Base Salary t
the Plan, the election (with respect to Base Salary only) shall remain in effect
until it is modified or terminated in accordance with Section 3.01A (1)(c). If a
Participant does not complete a Deferred Compensation Election Form, a 
Participant can make an election effective as of the first day of any subsequent
Plan Year by completing a Deferred Compensation Election Form by the preceding
December 1st.

                     (c) An election under Section 3.01A may be modified or 
terminated, effective as of the first day of any Plan Year by filing a new
Deferred Compensation Election Form by the preceding December 1st.

              (2)  Deferral Period. The Deferred Compensation Election Form will
establish the deferral period for the Base Salary. The deferral period shall
begin on the first day that a Participant defers his or her Base Salary and
shall end on the earlier of a Participant's termination of employment or the
scheduled in-service withdrawal date specified on the Deferred Compensation
Election Form. Any scheduled in-service withdrawal dates shall be a minimum of
two (2) years from the end of the Plan Year for which the deferral election is
made. A Participant may designate different deferral periods for the Base Salary
contributed in each different Plan Year by filing a separate Deferred
Compensation Election Form each Plan Year.

       B.     ANNUAL INCENTIVE COMPENSATION DEFERRAL.

              (1)    Submission of Deferral Election Form.

                     (a)  Each employee who is eligible to participate in the
Plan as of the Plan's Effective Date cannot defer a portion of his or her 1998
Annual Incentive Compensation. Any employee who becomes eligible to participate 
in the Plan on or after the Effective Date may defer a portion of his or her 
Annual Incentive Compensation earned in the initial Plan Year of eligibility by
submitting a Deferred Compensation Election Form with the Committee within 
thirty



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(30) days of the date the employee becomes eligible to participate. Elections
for subsequent Plan Years are governed by subparagraph (b).

                     (b)  The Deferred Compensation Election Form with respect
 to Annual Incentive Compensation is effective for one Plan Year only. A
Participant must file a new Deferred Compensation Election Form by June 30th of
each Plan Year in order to defer the Annual Incentive Compensation earned during
the Plan Year.

              (2)  Deferral Period. The Deferred Compensation Election Form will
establish the deferral period for the Annual Incentive Compensation. The
deferral period shall begin on the first day that a Participant defers his or
her Annual Incentive Compensation and shall end on the earlier of a
Participant's termination of employment or the scheduled in-service withdrawal
date specified on the Deferred Compensation Election Form. Any such scheduled
in-service withdrawal dates shall be a minimum of two (2) years from the end of
the Plan Year in which the deferral period started.

              (3)  Mode of Contribution. The Company, in its sole and
absolute discretion, shall determine whether any Annual Incentive Compensation 
which is paid in stock can be deferred under this Plan. In the event the Company
decides to allow stock to be deferred under this Plan, it will comply with the
various federal securities law disclosure requirements and make any necessary
amendments to the Plan or related Trust documents.

3.02   EMPLOYER CONTRIBUTIONS.

       The Employer, in its sole and absolute discretion, may make contributions
to the Plan. The Employer shall determine the amount of the contribution, the
type of the contribution, whether the contribution will be made in cash or
stock, the Participants who are eligible to share in the contribution and the
allocation among the Participants.

       A.     EMPLOYER DISCRETIONARY CONTRIBUTIONS.

       The Employer may make discretionary contributions to the Plan at any
time. The contributions will be based on individual or overall corporate
performance and will be subject to the vesting schedule set forth in Section
5.02.

       B.     EMPLOYER BONUS CONTRIBUTION.

       The Board, in its sole and absolute discretion, may award bonuses to
Participants. Any such cash bonuses awarded to a Participant must be deferred
under this Plan.


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                                   ARTICLE IV
                         INVESTMENT OF DEFERRAL ACCOUNT

4.01   PARTICIPANT ELECTION.

       The Committee may (but is not required to) invest the funds reflected in
the Deferred Compensation Account of a Participant in accordance with the
Participant's direction. The Participant may elect to have a specified
percentage deemed invested in one or more investment fund(s) provided that the
specified percentage is in whole numbers and the sum of the percentages
allocated does not exceed one hundred percent (100%). The Participant agrees on
behalf of the Participant and his or her Beneficiary to assume all risks in
connection with any decrease in the value of funds which are invested or which
continue to be invested in accordance with the provisions of the Plan.

4.02   CHANGE OF INVESTMENT ELECTION.

       Subject to any restrictions imposed by the underlying investment, a
Participant may transfer all or a portion of his or her Deferred Compensation
Account among the allowable Plan investments by providing the Committee with
such completed forms as the Committee may require. Any such election shall be
effective as soon as administratively feasible after receipt of such completed
forms and in accordance with any rules set forth by the Committee.

4.03   INVESTMENT OPTIONS.

       The funds credited to the Deferred Compensation Account may be kept in
cash or invested and reinvested in mutual funds, stocks, bonds, securities,
insurance contracts, or any other assets as may be selected by the Committee.
The Company may add, delete or otherwise alter the investments allowed under
this Plan at any time without the necessity of a Plan amendment.

4.04   INVESTMENT EARNINGS.

       Earnings on a Participant's Deferred Compensation Account are credited
monthly as of the last day of the month. Such earnings are determined by
multiplying the prior month's Deferred Compensation Account plus Deferrals
during the current month commencing on the date they are credited in accordance
with Section 6.01 by the net investment return in such Account for the month.



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                                    ARTICLE V
                       VESTING AND FORFEITURE OF BENEFITS

5.01   EMPLOYEE DEFERRALS AND EMPLOYER BONUS CONTRIBUTIONS.

       Each Participant will be immediately 100% vested in the amounts in his or
her Deferred Compensation Account attributable to the deferrals of his or her
Base Salary, Annual Incentive Compensation and the Employer Bonus Contributions.

5.02   EMPLOYER DISCRETIONARY CONTRIBUTIONS.

       A Participant will become 100% vested in any Employer Discretionary
Contribution in accordance with the following schedule as long as the
Participant remains employed by the Employer.

          YEAR                                  VESTED PERCENTAGE

Prior to the end of the Plan Year                       0%
following the Plan Year of the Award

December 31st of the first Plan Year                   33 alpha %
following the Plan Year of the Award

December 31st of the second Plan Year                  66 beta %
following the Plan Year of the Award

December 31st of the third Plan Year           1      100%
following the Plan Year of the Award

The Employer Discretionary Contribution made for each different Plan Year will
be subject to a separate vesting schedule. A Participant must be employed by an
Employer on December 31st of the third Plan Year following the date of the
Employer Discretionary Contribution in order to become 100% vested in that
Employer Discretionary Contribution. The Company reserves the right to modify
this vesting schedule at any time. Notwithstanding the foregoing, any
Participant who is employed on the date of a Change in Control shall
automatically become 100% vested in the amount in his or her Employer
Discretionary Contribution Account.

5.03   FORFEITURE OF EMPLOYER DISCRETIONARY CONTRIBUTION.

       If a Participant terminates employment prior to becoming 100% vested in
the Employer Discretionary Contributions, any non-vested amounts shall be
immediately forfeited. The forfeited




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amounts shall remain in the Rabbi Trust and be used to offset Plan expenses or
used as an Employer Contribution in future PlanYears, subject to Section 6.05.


                                   ARTICLE VI
                         DEFERRED COMPENSATION ACCOUNTS
                         ------------------------------

6.01   DEFERRED COMPENSATION ACCOUNTS.

       The Committee shall establish and maintain a Deferred Compensation
Account for each Participant under the Plan. Deferrals contributed by a
Participant after the Company establishes a Rabbi Trust shall be credited to a
Participant's Deferred Compensation Account five (5) business days after they
are deducted from the Participant's compensation. Deferrals contributed by a
Participant before the investment insurance policies are approved and issued by
insurance companies will earn money market interest. Each Participant's Deferred
Compensation Account may be further divided into separate subaccounts, as
necessary to reflect separate investment options, vesting schedules and/or
distribution dates.

6.02   QUARTERLY BENEFIT STATEMENTS.

       The Committee shall advise each Participant of his or her Deferred
Compensation Account after the end of each calendar quarter.

6.03   TITLE TO ASSETS.

       Title to and beneficial ownership of any assets which the Employer has
designated to pay the deferred compensation benefits hereunder shall at all
times be subject to the general creditors of the Employer, and a Participant
shall have no property rights in those assets.

6.04   UNFUNDED ARRANGEMENT.

       In conjunction with the establishment of this Plan, the Company may
establish a Rabbi Trust in respect of its obligations under the Plan. To the
extent that a Participant or Beneficiary acquires a right to receive benefits
under this Plan, such right, while undischarged, shall be no greater than the
right of any unsecured general creditor of the Employer.

6.05   RETURN OR DIVERSION OF ASSETS.

       Except as permitted by the terms of the Trust Agreement, the Company has
no right to direct the Trustee to return or divert trust assets before payment
of all Plan benefits to all Participants or Beneficiaries except if necessary to
discharge the claims of creditors.

6.06   ANNUAL EXPENSES.



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       The Employer intends initially to be responsible for paying the annual
expenses of operating this Plan which will include, but not be limited to,
funding the Plan benefits, the administrative fees, separately stated fees for
investment allocations and fees based on the amount of assets in the Plan. The
Employer reserves the right, however, to pass along to Participants all or part
of such fees.

                                   ARTICLE VII
                              BENEFIT DISTRIBUTIONS

7.01   IN GENERAL.

       A Participant who is eligible to receive benefits under the Plan, unless
they are forfeited in accordance with Article V, may have the obligation
satisfied by the assets of a Rabbi Trust. The terms and conditions of such
benefit payments are set forth in this Article.

7.02   TERMINATION OF EMPLOYMENT.

       If a Participant's employment terminates (for any reason), the
Participant is entitled to receive a distribution of the vested benefits in his
or her Deferred Compensation Account. Distributions that are made as a result of
a Participant's termination of employment will commence as soon as
administratively feasible after the end of the calendar quarter containing the
termination date.

       A.     DISTRIBUTION OPTIONS.

              Subject to Section 7.02B, a Participant can elect the payout 
method on the Deferred Compensation Election Form when amounts are initially 
contributed to the Plan. A Participant can change the elected payout method by 
completing a new Deferred Compensation Election Form at least one year in 
advance of the distribution date.

              (1) Normal Form. The normal form of distribution is forty (40)
quarterly installments.

              (2) Optional Forms. Participants may elect to receive their
distribution of benefits in one (1) lump sum payment or in twenty (20) or sixty
(60) quarterly installments.

       B.     DISTRIBUTION OF SMALL BENEFITS.

              If the Participant's vested Deferred Compensation Account is 
twenty-five thousand dollars ($25,000) or less, a distribution shall be made in 
the form of a lump-sum payment.

7.03   IN-SERVICE WITHDRAWALS.



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                                 FIRST AMENDMENT
                                     TO THE
                          e.spire COMMUNICATIONS, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN
--------------------------------------------------------------------------------

       Pursuant to the rights reserved in Section 10.05 of the e.spire
Communications, Inc. Nonqualified Deferred Compensation Plan, heretofore
effective as of October 1, 1998, the Plan is hereby amended, effective as of
October 1, 1998 as follows:

       1.     Section 3.01B(3) is deleted and replaced with the following:

                      (3)  Mode of Contribution. The Company, in its sole and 
              absolute discretion, shall determine whether any Annual Incentive 
              Compensation which is paid in stock can be deferred under this 
              Plan. In the event the Company decides to allow stock to be 
              deferred under this Plan, it will comply with the various federal
              securities law disclosure requirements and make any necessary 
              amendments to the Plan or related Trust documents.

       2.     Section 7.03(A)(i) is amended by the addition of the phrase Aas
amended~ to the end of the last sentence.

       3.     Section 7.04A(2)(b) is deleted and replaced with the following:

                      (b) Deferral of Annual Incentive Compensation Only. If a
              Participant elects to defer Annual Incentive Compensation only
              during his or her initial twelve months of Plan participation 
              (whether or not such election occurs during more than one Plan 
              Year), such Participant=s death benefit during the first twelve 
              months of Plan Participation shall be $0. At the end of the 
              initial twelve month period, the amount of the Participant=s 
              deferral of Annual Incentive Compensation shall be aggregated and
              multiplied by fifteen, which amount shall constitute the 
              Participant=s death benefit for the remainder of his or her 
              participation in this Plan, except as set forth in the next 
              sentence. If the Participant=s initial twelve months of
              participation spans more than one Plan Year or if the Participant
              will not earn any Annual Incentive Compensation during his or her
              initial twelve months of Plan participation, the life insurance 
              benefit will be based on the Annual Incentive Compensation earned
              in the Plan Year which starts after the date the employee becomes
              a Participant and the death benefit during that Plan Year shall be
              $0. At the end of the



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              subsequent Plan Year, the amount of the Participant=s deferral of
              Annual Compensation shall be aggregated and multiplied by fifteen,
              which amount shall constitute the Participant=s death benefit for
              the remainder of his or her participation in this Plan.

       IN WITNESS WHEREOF, the parties hereto have executed these presents this
       ___ day of November, 1998.

       ATTEST:                    e.spire Communications, Inc.



       ______________________By:  ______________________