KMC TELECOM HOLDINGS, INC.

                         CERTIFICATE OF AMENDMENT TO THE
                   CERTIFICATE OF VOTING POWERS, DESIGNATIONS,
                     PREFERENCES AND RELATIVE PARTICIPATING,
                      OPTIONAL OR OTHER SPECIAL RIGHTS AND
                         QUALIFICATIONS, LIMITATIONS AND
                      RESTRICTIONS THEREOF OF THE SERIES E
                 SENIOR REDEEMABLE, EXCHANGEABLE, PIK PREFERRED
                       STOCK OF KMC TELECOM HOLDINGS, INC.

                     PURSUANT TO SECTIONS 141 AND 242 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

            As contemplated  by Sections 141 and 242 of the General  Corporation
Law of the State of Delaware (the "DGCL"),  the  following  resolution  was duly
adopted by the Board of  Directors  of KMC Telecom  Holdings,  Inc.,  a Delaware
corporation (the  "CORPORATION"),  by unanimous written consent,  dated June 28,
2000:

            WHEREAS,  the Board of Directors of the  Corporation  is authorized,
within  the   limitations  and   restrictions   stated  in  the  Certificate  of
Incorporation  of the  Corporation,  to propose by resolution or resolutions for
the  amendment  of  outstanding  series of preferred  stock,  par value $.01 per
share, of the Corporation,  to contain such voting powers,  full or limited,  or
without  voting  powers,  and  such  designations,   preferences  and  relative,
participating, optional or other special rights, and qualifications, limitations
or  restrictions  as  shall  be  stated  and  expressed  in  the  resolution  or
resolutions  providing  for  the  amendment  thereof  adopted  by the  Board  of
Directors,  and as are not stated and  expressed  in the  Amended  and  Restated
Certificate of Incorporation,  or any amendment thereto,  including (but without
limiting the  generality  of the  foregoing)  such  provisions as may be desired
concerning voting, redemption,  dividends,  dissolution,  or the distribution of
assets and such other  subjects  or  matters  as may be fixed by  resolution  or
resolutions of the Board of Directors under the DGCL.

            WHEREAS, the Board of Directors of the Corporation,  pursuant to its
authority under Section 242 of the DGCL, deems it advisable to further amend the
terms  of the  Certificate  of  Voting  Powers,  Designations,  Preferences  and
Relative  Participating,  Optional or Other Special  Rights and  Qualifications,
Limitations  and  Restrictions  Thereof  of  the  Series  E  Senior  Redeemable,
Exchangeable,  PIK Preferred Stock of KMC Telecom  Holdings,  Inc.,  dated as of
February 4, 1999, as previously amended (the "CERTIFICATE OF DESIGNATION").

            WHEREAS,  the  holders of at least  two-thirds  of the shares of the
Series E Preferred Stock outstanding,  voting or consenting as a separate class,
have approved the amendment of the terms of the  Certificate  of  Designation as
set forth herein.  Except as otherwise  defined herein,  capitalized terms shall
have the meaning given to them in the Certificate of Designation.

            NOW, THEREFORE, BE IT RESOLVED:

1.    DEFINITIONS.  Section I is amended as follows:

      "Lucent  Facility" means the vendor  financing  facility among KMC Telecom
IV, Inc. ("KMC IV"), KMC Telecom  Leasing IV LLC ("Leasing IV"), KMC IV Services
LLC ("IV Services"),  the additional borrowers from time to time parties thereto
(KMC IV,  Leasing  IV, IV Services  and any  additional  borrowers  collectively
referred to as the "Borrowers"),  the financial  institutions  signatory thereto
from time to time (the  "Lenders"),  Lucent as agent for the  Lenders  and State
Street Bank and Trust Company,  as collateral agent for the Lenders, as amended,
supplemented or otherwise modified from time to time.

      "Newcourt Finance" means CIT Lending Services Corporation,  formerly known
as Newcourt Commercial Finance Corporation, and its successors.


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            IN WITNESS  WHEREOF,  KMC  TELECOM  HOLDINGS,  INC has  caused  this
certificate  to be duty executed by its Chief Financial Officer this 30th day
of June, 2000.



                                   KMC TELECOM HOLDINGS, INC.


                                   By:  /s/William H. Stewart
                                        ------------------------------------
                                        Name:  William H. Stewart
                                        Title: Chief Financial Officer