AMENDMENT NO. 8 TO
               THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


      AMENDMENT  NO. 8 dated as of April 1,  2000 to the  Amended  and  Restated
Stockholders Agreement, dated as of October 31, 1997 (as heretofore amended, the
"Stockholders  Agreement")  among KMC Telecom  Holdings,  Inc.,  Nassau  Capital
Partners  L.P.,  NAS Partners I L.L.C.,  Harold N. Kamine,  Newcourt  Commercial
Finance  Corporation,  an affiliate of The CIT Group, Inc. (as successor to AT&T
Credit Corporation),  General Electric Capital Corporation, First Union National
Bank (as successor to CoreStates Bank, N.A.), and CoreStates Holdings, Inc.

                               W I T N E S S E T H

      WHEREAS, the parties hereto desire to make certain amendment to the
Stockholders Agreement;

      NOW,  THEREFORE,  in  consideration of the premises and for other good and
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

            1. DEFINED TERMS.  Unless otherwise defined herein,  all capitalized
terms  defined in the  Stockholders  Agreement and used herein are so used as so
defined.

            2.  AMENDMENTS  TO  SECTION  4.3.1  OF THE  STOCKHOLDERS  AGREEMENT.
Section 4.3 of the Stockholders Agreement is amended to read as follows:

            4.3.  ELECTION OF DIRECTORS.

                  4.3.1 NUMBER AND COMPOSITION.  Subject to Section 4.3.2,  each
      Stockholder  agrees  that the number of  directors  shall be eight (8) and
      each Stockholder shall vote its or his Shares at any Stockholders Meeting,
      or act by Written Consent with respect to such Shares,  and take all other
      actions necessary to ensure that the number of directors  constituting the
      entire Board of Directors shall be eight (8), as provided for below.  Each
      Stockholder  shall  vote its or his  Shares  at any  Stockholders  Meeting
      called for the purpose of filling the positions on the Board of Directors,
      or in any Written Consent executed for such purpose, and to take all other
      actions necessary to ensure, including,  without limitation,  using its or
      his best  efforts to cause the Board of  Directors to take such actions to
      ensure:  (i)  the  election  to  the  Board  of  Directors  of  (w)  three
      individuals  designated by Nassau to serve initially as Nassau  Directors,
      (x) subject to paragraph  (b) of Section 4.4,  three  individuals  (one of
      whom  shall be the Chief  Executive  Officer of the  Company  from time to
      time, elected pursuant to Article IV of the By-Laws)  designated by Kamine

<PAGE>

      to serve initially as Kamine Directors,  (y) one independent  director who
      shall be  mutually  acceptable  to Nassau,  Kamine and either  AT&T or the
      Majority Series C Holders,  provided that it is agreed that Gary E. Lasher
      shall be an independent  director  beginning November 1, 1997, and (z) one
      additional  director who shall mutually  acceptable to Nassau,  Kamine and
      either AT&T or the Majority  Series C Holders,  provided that it is agreed
      that  Roscoe  C.  Young  II shall be  mutually  acceptable  to each of the
      foregoing;  (ii) the election to each  committee of the Board of Directors
      of an equal number of Nassau Directors and Kamine Directors; and (iii) the
      election of an independent  director to the compensation  committee of the
      Board of Directors.

            3.  AMENDMENTS  TO  SECTION  4.4(B) OF THE  STOCKHOLDERS  AGREEMENT.
Section 4.4(b) of the Stockholders Agreement is amended to read as follows:

                  (b) Kamine  shall be  entitled  at any time and for any reason
      (or for no reason) to  designate  any or all of the Kamine  Directors  for
      removal;  provided that Kamine shall not be entitled and agrees to take no
      action,  to  designate  the Chief  Executive  Officer of the  Company  for
      removal as a Kamine Director  without the prior written consent of Nassau.
      Subject to Section  4.5, if at any time, a vacancy is created on the Board
      of  Directors  by reason of death,  removal or  resignation  of any Kamine
      Director,  then each Stockholder  shall, as soon as practicable  after the
      date such vacancy first occurs,  and in any event prior to the transaction
      of any other business by the Stockholders or the Board of Directors,  take
      action,  including  the  voting  of its  Shares,  to elect a  director  or
      directors  designated by Kamine to fill such vacancy or  vacancies.  If at
      any time the person serving as Chief  Executive  Officer of the Company is
      removed or resigns from such office,  Kamine shall  designate  such person
      for removal as a Kamine Director.

            4. Except as expressly amended hereby,  all of the provisions of the
Stockholders  Agreement are hereby affirmed and shall continue in full force and
effect in accordance with their terms.

            5. This Amendment shall be governed and construed in accordance with
the laws of the  state  of  Delaware  applicable  to  agreements  made and to be
performed  entirely  within  such state,  without  regard to the  principles  of
conflicts of laws thereof.

            6. This Amendment may be executed in one or more counterparts,  each
of which shall be deemed an original  and all of which,  taken  together,  shall
constitute one and the same instrument.


<PAGE>


            IN WITNESS WHEREOF,  the undersigned have executed,  or caused to be
executed, this Agreement as of the date first above written.


                                    KMC TELECOM HOLDINGS, INC.


                                    By:/s/ Roscoe C. Young II
                                       _______________________________
                                       Name:  Roscoe C. Young II
                                       Title: President

                                    NASSAU CAPITAL PARTNERS L.P.

                                    By:   Nassau Capital L.L.C., its General
                                             Partner


                                          By:/s/ John G. Quigley
                                             ___________________________
                                               Name:  John G. Quigley
                                               Title: Member

                                    NAS PARTNERS I L.L.C.


                                    By:/s/ John G. Quigley
                                       ___________________________
                                       Name:  John G. Quigley
                                       Title: Member

                                    HAROLD N. KAMINE
                                    in his individual capacity


                                    /s/ Harold N. Kamine
                                    ___________________________
                                    Harold N. Kamine

                                    NEWCOURT COMMERCIAL FINANCE
                                    CORPORATION


                                    By:/s/ Charles Brown
                                       ______________________________
                                       Name:  Charles Brown
                                       Title: V.P.

<PAGE>

                                    FIRST UNION NATIONAL BANK


                                    By:/s/ L. Watts Hamrick III
                                       ______________________________
                                       Name:  L. Watts Hamrick III
                                       Title: Senior Vice President

                                    CORESTATES HOLDINGS, INC.


                                    By:/s/ L. Watts Hamrick III
                                       ______________________________
                                       Name:  L. Watts Hamrick III
                                       Title: Senior Vice President

                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION


                                    By:/s/ Brian P. Ward
                                       ______________________________
                                       Name:  Brian P. Ward
                                       Title: Manager-Operations