**Exhibit 10.20**

**FORM OF**

**DEFERRED COMPENSATION AGREEMENT**

THIS DEFERRED COMPENSATION AGREEMENT, dated as of December 23, 2005 (the “Agreement”), is between ITC^DeltaCom, Inc., a Delawarecorporation (the “Company”), and,                              an officer of theCompany (the “Executive”). 

WITNESSETH: 

WHEREAS, the Company and the Executive are parties to an Employment Agreement, dated as of                    , 2005, as amended as of December 20, 2005, pursuant to which the Executive is entitled to receive, and the Board ofDirectors of the Company has awarded to the Executive,                      warrants (the “Warrants”) issuable pursuant to aWarrant Agreement, dated as of July 26, 2005, as amended as of December 21, 2005 (as amended from time to time, the “Warrant Agreement”), between the Company and Mellon Investor Services LLC, as Warrant Agent (the“Warrant Agent”); 

WHEREAS, when issued, the Warrants will be exercisable during the period specified in the WarrantAgreement as the “Exercise Period” for shares of the 8% Series C Convertible Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Series C Preferred Stock”) or, at the Executive’s election, forshares of the common stock, par value $0.01 per share, of the Company (the “Common Stock” and together with the Series C Preferred Stock issuable upon exercise of the Warrants, the “Warrant Shares”); 

WHEREAS, the Warrant Agreement provides that the holder of Warrants surrendered for exercise shall be deemed to have accepted delivery and become aholder of record of the Warrant Shares issuable upon such exercise as of the date of the surrender of such Warrants and payment of the exercise price thereunder; 

WHEREAS, the Executive wishes to elect in this Agreement the date or dates on which the Executive shall exercise the Warrants and, in accordance with the foregoing provision of the Warrant Agreement, receive deliveryof the Warrant Shares issuable upon such exercise; and 

WHEREAS, the Executive intends that such election shall be made pursuant to, and incompliance with the requirements of, Section 409A of the Internal Revenue Code of 1986, as amended, and regulations of the Treasury Department thereunder for purposes of satisfying the requirements of paragraphs (2), (3) and (4) ofsuch Section 409A; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth,and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

1. Capitalized Terms. Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Warrant Agreement. 

2. Issuance of Warrants. The Company and the Executive acknowledge that the Warrants have not beenissued to the Executive prior to the time of execution of this Agreement. The Warrants shall be issued to the Executive substantially concurrently with the entry into effect of this Agreement in accordance with Section 14. 

3. Election of Exercise Dates. The Executive hereby designates as the date or dates during the Exercise Period on which he shall exercise theWarrant, and accept delivery of the Warrant Shares upon such exercise, the date or dates set forth in the Deferred Exercise Instruction attached hereto as Exhibit A and made a part of this Agreement by this reference. The Executive and theCompany agree to execute such Deferred Exercise Instruction concurrently with the execution of this Agreement. The Executive authorizes and directs the Company, upon the execution thereof, immediately to deliver such Deferred Exercise Instruction tothe Warrant Agent as contemplated by the Warrant Agreement. The Company and the Executive may mutually amend such Deferred Exercise Instruction or enter into a new Deferred Exercise Instruction that supersedes such Deferred Exercise Instruction, butneither party shall be under any legal obligation to do so. Promptly after the execution thereof, the Company shall deliver any such amended or new Deferred Exercise Instruction to the Warrant Agent as contemplated by the Warrant Agreement.

4. Notice of Deferred Exercise. Promptly following its receipt from the Executive of request therefor, the Company shallcountersign each Notice of Deferred Exercise which is properly completed by the Executive consistent with the applicable Deferred Exercise Instruction then in effect. 

5. Acknowledgement. The Executive acknowledges to the Company that, by entering into this Agreement, he will contractually limit his right to exercise Warrants that, in the absence of this Agreement, he wouldhave the right to exercise at any time during the Exercise Period. The Executive represents and acknowledges to the Company that, in executing this Agreement, the Executive does not rely and has not relied upon any representation or statement madeby the Company or the Company’s employees, agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement or otherwise. The Executive further acknowledges and agrees that the Executive has beenadvised by the Company to consult with an attorney before executing this Agreement and that the Executive in fact has consulted with an attorney before executing this Agreement. 

6. Notices. All communications, requests, consents, and other notices provided for or permitted in this Agreement shall be in writing and shall bedeemed give if delivered by hand, facsimile transmission, e-mail, or first class mail, postage prepaid, to the last known address, facsimile transmission number, or e-mail address, as the case may be, of the recipient. 

7. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware withoutgiving effect to the conflicts of rules provisions thereof. 

8. Assignment. Neither this Agreement nor any rights or dutieshereunder may be assigned by the Executive or the Company without the prior written consent of the other party. 

 

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9. Amendments. No provisions of this Agreement may be altered, amended, revoked, or waived, exceptby an instrument in writing, signed by each party to this Agreement. 

10. Binding Effect. Except as otherwise provided herein, thisAgreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors, and permitted assigns. 

11. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12. Arbitration. Any dispute, controversy, or question arising under, out of, or relating to this Agreement (or the breach thereof)shall be referred for arbitration in the City of Wilmington, Delaware or the City of New York to a neutral arbitrator selected by Executive and the Company, and such arbitration shall be the exclusive and sole means for resolving any such dispute,controversy, or question. 

13. Entire Agreement. This Agreement (which shall include Exhibit A hereto and any amended or newDeferred Exercise Instruction executed pursuant to Section 3), together with the Warrant Agreement, sets forth the entire agreement and understanding of the parties and supersedes all prior understandings, agreements, or representations by orbetween the parties, whether written or oral, which relate in any way to the subject matter hereof. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent orinterpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of thisAgreement. 

14. Effectiveness. This Agreement shall become effective, and shall be a legal and binding obligation of the partieshereto, as of the time on the date hereof on which this Agreement shall have been executed by both parties. 

[signature page follows]

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 
ITC^DELTACOM, INC.By: 
 
Name: Title: 
EXECUTIVE

 

 

 

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**Exhibit A**

December 23, 2005 

Mellon Investor Services LLC 

200 Galleria Parkway, Suite 1900 

Atlanta, GA 30339 

Attention: Client Services Manager 

Ladies and Gentlemen: 

Theundersigned Holder and ITC^DeltaCom, Inc. (the “Company”) refer hereby to the Warrant Agreement, dated as of July 26, 2005, as amended as of December 21, 2005, between the Company and Mellon Investor Services LLC, as WarrantAgent (as amended from time to time, the “Agreement”). Capitalized terms used in this letter and not defined herein have the meanings given to such terms in the Agreement. 

This letter constitutes a Deferred Exercise Instruction furnished by the Company pursuant to Section 3(k) of the Agreement. 

The Holder refers to the following Warrants registered in the name of the Holder in the register of Warrants maintained by the Warrant Registrar:

 

**Warrant Certificate No.**
  
**No. of Warrants**

 

 

The Holder hereby notifies the Warrant Agent that, during the Exercise Period, the Holder may exercise the foregoing Warrants (and any Warrants issued inexchange, replacement or substitution therefor) only on one of the following dates: 

 
 1.Time-Vesting Warrants. The Holder elects to defer exercise of his vested Time-Vesting Warrants until                     . 
 
 2.Performance-Vesting Warrants. The Holder elects to defer exercise of his vested Performance-Vesting Warrants until the following dates: 
 

 

 

[signature page follows] 

The Warrant Agent is entitled to rely upon this letter and is irrevocably authorized to produce thisletter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 
Very truly yours,
**HOLDER**

 

 
**COMPANY**By: 
 
Name: Title: