MPOWER HOLDING CORP
EMPLOYEE BENEFIT TRUST AGREEMENT
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>15
<FILENAME>y95589exv10w40.txt
<DESCRIPTION>EMPLOYEE BENEFIT TRUST AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.40

                                  HSBC BANK USA

                        EMPLOYEE BENEFIT TRUST AGREEMENT

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[HSBC LOGO]

                        EMPLOYEE BENEFIT TRUST AGREEMENT

         THIS AGREEMENT (hereinafter referred to as the "Trust Agreement"), made
this 23rd day of October, 2001, by and between Mpower Communications Corp., a
corporation organized and existing under the laws of the State of New York and
having its principal offices at 175 Sully's Trail, Suite 300, Pittsford, New
York, 14534 (the "Company"), and HSBC Bank USA ("HSBC"), a bank organized under
the laws of the State of New York and having a principal place of business at
One HSBC Center, Buffalo, New York 14203 (the "Trustee"). Any reference herein
to the "Bank" shall mean _____________________________, a ___________ chartered
stock savings bank.

                                   WITNESSETH:

         WHEREAS, the Company has established certain severance and retention
agreements for the exclusive benefit of employees of the Company or its
affiliates (in the aggregate, the agreements are referred to herein as the
"Plan"); and

         WHEREAS, the Trustee is not a party to the Plan and makes no
representations with respect thereto, and all representations and recitals with
respect to the Plan shall be deemed to be those of the Company; and

         WHEREAS, the Company wishes to establish a trust (the "Trust") and to
contribute to the Trust assets that shall be held therein, until paid to Plan
participants in such manner and at such times as specified in the Plan; and

         WHEREAS, the Company has appointed a committee (the "Committee") to
administer the Plan generally and an independent fiduciary (the "Fiduciary") to
determine and to certify to the Trustee the existence of certain facts
concerning the status of the Company that will automatically trigger the payment
of benefits as further provided hereunder; and

         WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan, until paid to Plan participants in the time
and manner specified in the Plan.

         NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

                                    SECTION 1
                             Establishment of Trust

         (a)      (i)      The Company hereby deposits with Trustee in trust
$100, which shall become the principal of the Trust to be held, administered and
disposed of by Trustee as provided in this Trust Agreement.

                  (ii)     The Trustee hereby accepts a trust consisting of the
initial deposit referred to in the preceding sentence and such cash or other
property acceptable to the Trustee as shall be paid or delivered to the Trustee
from time to time, together with the earnings, income, additions and
appreciation thereon and thereto (all of which is hereinafter called the
"Fund").

         (b)      The Trust hereby established shall be irrevocable.

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         (c)      The Trust is intended to be a grantor trust, of which the
Company is the grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Code, and shall be construed accordingly.

         (d)      The principal of the Trust, and any earnings thereon, shall be
held separate and apart from other funds of the Company and shall be used
exclusively for the uses and purposes of Plan participants. Although it is
intended that Trust assets will be used solely to provide Plan benefits and will
not revert to the Company, all rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Plan participants
against the Company.

         (e)      The Company, in its sole discretion, may at any time, or from
time to time, make additional deposits of cash or other property in trust with
Trustee to augment the principal to be held, administered and disposed of by
Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan
participant or beneficiary shall have any right to compel such additional
deposits, or any other contribution to the Trust.

         (f)      The Trustee shall have the right and power, but shall be under
no duty, to determine whether the amount of any contribution is in accordance
with the Plan or to collect or enforce payment of any contribution. The Trustee
shall not be responsible for computing or collecting any contribution or other
amounts due under the Plan or the Trust.

                                    SECTION 2
                          Payments to Plan Participants

         (a)      (i)      The Committee shall deliver to Trustee a schedule
(the "Payment Schedule") that indicates the amounts payable in respect of each
Plan participant, that provides a formula or other instructions acceptable to
Trustee for determining the amounts so payable, the form in which such amount is
to be paid (as provided for or available under the Plan) and the time of
commencement for payment of such amounts. Except as otherwise provided herein,
Trustee shall make payments to the Plan participants in accordance with such
Payment Schedule.

                  (ii)     The Payment Schedule shall be delivered to the
Trustee following the execution of this Trust Agreement and an updated Payment
Schedule shall be furnished at least annually thereafter. Each such Payment
Schedule shall include, without limitation, (A) the names, addresses, social
security numbers and the amount and form of benefit benefits of each Plan
participant in the Plan; (B) a schedule of the estimated yearly cash payments
under the Plan; and (C) any other information regarding the Plan which the
Trustee may reasonably request.

         (b)      The Trustee shall not have the responsibility for determining
whether factual circumstances have occurred that entitle a participant to
receive benefits under the terms of the Plan but shall instead rely on notice
and direction from the Committee or the Fiduciary that such factual
circumstances have occurred. The Fiduciary shall be responsible, where the Plans
may contain such conditions, for notifying the Trustee whether a change in
control of the Company has occurred, whether the Company has curtailed all
substantial business activities or, if the Committee so requests of the
Fiduciary, whether the Company has otherwise attained or failed to attain any
other status as may be contemplated under the Plan. The Committee shall be
responsible for notifying the Trustee of all factual circumstances not within
the Fiduciary's responsibilities described above, such as whether a participant
has remained in employment for the requisite period of time required in any
retention agreement or has terminated employment as may be required in any other
Plan agreement. If either the Fiduciary or the Committee fails to discharge its
responsibilities as specified above within 30 days of a request by the other
party that it do so, the party not initially responsible may undertake the other
party's responsibilities, and the Trustee shall be entitled to rely and act upon
such undertaking.

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         (c)      (i)      To the extent that amounts are paid under this
Section 2 by the Trustee directly to any Plan participant, such amounts shall be
reduced by the Trustee in an amount equal to the income and employment tax
withholding required by law with respect to such participant, as determined by
the Committee and promptly communicated to the Trustee. The Trustee shall inform
each Plan participant to whom a payment is made of the amount withheld from the
payment and the purpose of withholding such amount. Such withheld amounts shall
be paid by the Trustee to the Company, which shall remit such withheld amounts
to, and shall file the appropriate withholding reports with, the appropriate
governmental agencies. In making any determination whether the Committee has
properly determined and the Company has properly reported and/or withheld the
appropriate taxes, the Trustee may rely on a written certification, under
penalties of perjury, signed by a member of the Committee.

                  (ii)     To the extent that amounts are paid under this
Section 2 by the Trustee directly to any Plan participant and the Committee
fails to direct the Trustee with respect to the appropriate amount to be
withheld by the Trustee with respect to the applicable withholding requirements,
the Trustee shall use its best efforts to determine, in its sole discretion, the
appropriate amount of income and employment tax withholding required by law with
respect to the payment to such participant, and shall reduce any payments by the
amount of tax withholding required. The Trustee shall inform the Company and
each Plan participant to whom payment is made of the amount withheld from the
payment and the purpose of withholding such amount. The amount withheld by the
Trustee shall be paid by the Trustee to the Company and the Company shall remit
such withheld amounts to, and shall file the appropriate withholding reports
with, the appropriate governmental agencies. Provided that the Trustee has
withheld the amounts directed by the Committee or, in the absence of such
direction from the Committee, used its best efforts to determine applicable
withholding under this Section, it shall have no liability for failure to
withhold amounts sufficient to meet applicable requirements, and shall be held
harmless by the Company against such liability.

                  (iii)    Unless otherwise agreed to by the Trustee, the
Company shall be responsible for all tax information reporting with respect to
payments made to Plan participants hereunder.

         (d)      (i)      The entitlement of a Plan participant to benefits
under the Plan shall be determined by the Committee or the Fiduciary, or both,
as the case may be, and any claim for such benefits shall be considered and
reviewed under the procedures set out in the Plan.

                  (ii)     The Trustee shall have no authority over and no
responsibility for the disposition of claims for benefits under the Plan and, in
the absence of an order to the contrary of a court of competent jurisdiction,
may rely conclusively on the most recent Payment Schedule furnished to it by the
Committee in making or refraining from making payments from the Trust to
individuals who are or purport to be Plan participants. The Trustee shall not
make payments hereunder to any person until it receives instructions from the
Committee or fiduciary in a form reasonably satisfactory to the Trustee.

         (e)      (i)      The Company may make payment of benefits directly to
Plan participants as they become due under the terms of the Plan. The Committee
shall notify Trustee of the Company's decision to make payment of benefits
directly prior to the time amounts are payable to participants. In addition, if
the principal of the Trust, and any earnings thereon, are not sufficient to make
payments of benefits in accordance with the terms of the Plan, the Company shall
make the balance of each such payment as it falls due. The Trustee shall notify
the Company where principal and earnings are not sufficient.

                  (ii)     The Trustee shall have no liability or responsibility
for duplicate payments made prior to its receipt from the Committee of notice of
the Company's intention to make direct payment.

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                                    SECTION 3
                             Payments to the Company

         The Company shall have no right or power to direct Trustee to return to
the Company or to divert to others any of the Trust assets before all payments
of benefits have been made to Plan participants pursuant to the terms of the
Plan.

                                    SECTION 4
                              Investment Authority

         (a)      Subject to subsections (b) and (c) of this Section 4, the
Trustee shall have the exclusive authority and discretion to manage and control
the assets of the Fund as specified in this Section 4, and pursuant to such
authority and discretion may exercise from time to time and at any time the
power:

                  (i)      To invest and reinvest the Fund, without distinction
between principal and income, in the group, family or class of mutual funds or
other securities specified in writing by the Committee which shall constitute
the exclusive permitted investments of the Fund;

                  (ii)     To exercise, personally or by general or limited
proxy, the right to vote any securities held in the Fund, and to exercise,
personally or by power of attorney, any other right appurtenant to securities
held by the Fund;

                  (iii)    To exercise or sell any conversion or subscription or
other rights appurtenant to any securities held in the Fund; and

                  (iv)     To invest and reinvest any property, real or
personal, in the Fund in any other form or type of investment not specifically
mentioned in this subsection (a), so long as the Committee directs the Trustee
to invest in such form or type of investment.

         (b)      (i)      The Trustee may invest in securities (including stock
or rights to acquire stock) or obligations issued by the Company or the Bank.
All rights associated with assets of the Trust shall be exercised by the Trustee
or the person designated by the Trustee, and shall in no event be exercisable by
or rest with Plan participants except that voting, tender, appraisal, dissenter
and other similar rights with respect to Trust assets shall be exercised by the
Committee. In the absence of timely directions from the Committee, the Trustee
shall have no duty to exercise such rights, and shall have no liability for
refraining from exercising such rights.

                  (ii)     Any investment by the Trustee in securities or
obligations of the Company or the Bank shall be subject to prior written
approval of the Company.

         (c)      The Trustee shall exercise its powers under this Section 4 in
a manner consistent with such direction by the Committee and shall have no
liability whatsoever for any loss, cost or expense occasioned by any investment
in accordance with this section.

         (d)      To the extent permitted by law, the Trustee shall not be
liable for any act or omission of the Committee hereunder and, except as set
forth hereunder, the Trustee shall not be under any obligations to invest or
otherwise manage the assets of the Plan. Without limiting the generality of the
foregoing, the Trustee shall not be liable by reason of its taking or refraining
from taking any action hereunder at the direction of the Committee; the Trustee
shall be under no duty to question or to make inquiries as to any direction or
order or failure to give direction or order by the Committee and the Trustee
shall be under no duty to make any review of investments acquired for the Fund
at the direction or order of the Committee and shall be under no duty at any
time to make any recommendation with respect to disposing of or continuing to
retain any such investment.

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         (e)      Without limiting the generality of the provisions of Section 7
hereof, the Company agrees, to the extent permitted by law, to indemnify the
Trustee and hold it harmless from and against any claim or liability that may be
asserted against it, otherwise than on account of the Trustee's own gross
negligence or willful misconduct or violation of any provision of law, by reason
of the Trustee's taking or refraining from taking any action in accordance with
this Section 4.

         (f)      Subject to the other provisions of this Trust Agreement, the
Trustee shall have the power and authority to be exercised in its sole
discretion at any time and from time to time to issue and place orders for the
purchase or sale of securities directly with qualified brokers or dealers. Such
orders may be placed with such qualified brokers and/or dealers who also provide
investment information or other research or statistical services to the Trustee
in its capacity as a fiduciary or investment manager for other clients.

                                    SECTION 5
                              Disposition of Income

         During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

                                    SECTION 6
                                    Accounts

         (a)      (i)      The Trustee shall keep accurate and detailed records
of all receipts, investments and disbursements under this Agreement. Such person
or persons as the Company shall designate shall be allowed to inspect the books
of account relating to the Fund upon request at any reasonable time during the
business hours of the Trustee.

                  (ii)     Within 120 days after the close of each calendar
year, the Trustee shall transmit to the Company, and certify the accuracy of, a
written statement of the assets and liabilities of the Fund at the close of that
calendar year, showing the current value of each asset at that date, and a
written account of all the Trustee's transactions relating to the Fund during
the period from the last previous accounting to the close of that calendar year.
(For purposes of this section, the date of the Trustee's resignation or removal
as provided in Section 9 hereof or the date of the termination of the Plan as
provided in Section 11 hereof shall be deemed to be the close of a calendar year
with respect to the Trustee's resignation or the termination of the Plan, as the
case may be.)

                  (iii)    Unless the Company shall have filed with the Trustee
written exceptions or objections to any such statement or account within 180
days after receipt thereof, the Company shall be deemed to have approved such
statement and account; and in such case, or upon the written approval by the
Company of any such statement and account, the Trustee shall be forever released
and discharged with respect to all matters and things expressly set forth in
such statement and account as though it had been settled by decree of a court of
competent jurisdiction in an action or proceeding to which the Company and all
persons having any beneficial interest in the Fund were parties.

         (b)      Nothing contained in this Agreement or in the Plan shall
deprive the Trustee of the right to have judicial settlement of its accounts. In
any proceeding for a judicial settlement of the Trustee's accounts, or for
instructions in connection with the Fund, the only other necessary party thereto
in addition to the Trustee shall be the Company. If the Trustee so elects, it
may bring in as a party or parties defendant any other person or persons. No
person interested in the Fund, other than the

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Company, shall have the right to compel an accounting, judicial or otherwise, by
the Trustee, and each such person shall be bound by all accountings by the
Trustee to the Company, as herein provided, as if the account had been settled
by decree of a court of competent jurisdiction in an action or proceeding to
which such person was a party.

                                    SECTION 7
                            Responsibility of Trustee

         (a)      The Trustee shall discharge its duties under this Agreement
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims; provided, however, that the Trustee shall incur no liability to
any person for any action taken pursuant to a direction, request or approval
given by the Committee or Fiduciary which is contemplated by, and in conformity
with, the terms of the Plan or this Agreement and is given in writing by the
Committee or Fiduciary. The duties and obligations of the Trustee shall be
limited to those expressly imposed upon it by this Agreement, notwithstanding
any reference herein to the Plan.

         (b)      The Trustee shall have no duty to commence or defend any legal
action arising in connection with the Trust unless it shall first have been
indemnified, in manner and substance satisfactory to it, against its costs,
expenses and liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto.

         (c)      The Trustee may consult with counsel, who may be counsel for
the Company or for the Trustee in its individual capacity, and shall not be
liable for any actions taken or omitted in accordance with the opinion of
counsel. The Company agrees, to the extent permitted by law, to indemnify and
hold the Trustee harmless from and against any liability that it may incur in
connection with the Fund, unless arising from the Trustee's own grossly
negligent or willful breach of the provisions of Section 7(a). The Trustee shall
not be required to give any bond or other security for the faithful performance
of its duties under this Agreement, except as required by law. The Trustee, in
its corporate capacity, shall not be liable for claims of any persons in any
manner regarding the Plan; such claims shall be limited to the Trust Fund.

         (d)      (i)      The Trustee shall have, without exclusion, all powers
conferred on trustees by applicable law, unless expressly provided otherwise
herein; provided, however, that if an insurance policy is held as an asset of
the Trust, the Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from conversion of the
policy to a different form) other than to a successor Trustee or to loan to any
person the proceeds of any borrowing against such policy.

                  (ii)     The Trustee shall have, and in its sole and absolute
discretion may exercise from time to time and at any time, the following
administrative powers and authority with respect to the Fund consistent with the
provisions of Section 4:

                                    (A) To continue to hold any property of the
                           Fund whether or not productive of income; to reserve
                           from investment and keep unproductive of income,
                           without liability for interest, cash temporarily
                           awaiting investment and such cash as it deems
                           advisable or as the Committee from time to time may
                           specify in order to meet the administrative expenses
                           of the Fund or anticipated distributions therefrom;

                                    (B) To hold property of the Fund in its own
                           name or in the name of a nominee or nominees, without
                           disclosure of the Trust, or in

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                           bearer form so that it will pass by delivery, but no
                           such holding shall relieve the Trustee of its
                           responsibility for the safe custody of the Fund in
                           accordance with the provisions of the Agreement; the
                           Trustee's books and records shall at all times show
                           that such property is part of the Fund; and, subject
                           to Section 7(c), the Trustee shall be absolutely
                           liable for any loss occasioned by the acts of its
                           nominee or nominees with respect to the securities
                           registered in the name of the nominee or nominees;

                                    (C) To employ in the management of the Fund
                           suitable agents, without liability for any loss
                           occasioned by any such agents selected by the Trustee
                           with the care, skill, prudence and diligence under
                           the circumstances then prevailing that a prudent man
                           acting in a like capacity and familiar with such
                           matters would use in the conduct of an enterprise of
                           a like character and with like aims.

                                    (D) To do all other acts that the Trustee
                           may deem necessary or proper to carry out any of the
                           powers set forth in Section 4 hereof or otherwise in
                           the best interests of the Fund.

         (e)      Notwithstanding any powers granted to the Trustee pursuant to
this Trust Agreement or to applicable law, the Trustee shall not have any power
that could give this Trust the objective of carrying on a business and dividing
the gains therefrom, within the meaning of section 301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Code.

         (f)      Unless the Trustee participates knowingly in, or knowingly
undertakes to conceal, an act or omission of the Committee, the Fiduciary, or
any other fiduciary, knowing such act or omission to be a breach of fiduciary
responsibility, the Trustee shall be under no liability for any loss of any kind
which may result by reason of such act or omission.

         (g)      If a dispute arises as to the payment of any funds or delivery
of any assets by the Trustee, the Trustee may withhold such payment or delivery
until the dispute is determined by a court of competent jurisdiction or finally
settled in writing by the parties concerned.

                                    SECTION 8
                   Taxes, Compensation and Expenses of Trustee

         (a)      (i)      The Company shall pay any Federal, state, local or
other taxes imposed or levied with respect to the corpus and/or income of the
Fund or any part thereof under existing or future laws.

                  (ii)     All taxes that may be levied or assessed upon, or in
respect of, the Fund shall be paid from the Fund. The Trustee shall notify the
Company of any proposed or final assessments of taxes and may assume that any
such taxes are lawfully levied or assessed, unless the Company advises it in
writing to the contrary within 15 days after receiving the above notice from the
Trustee. In such case, the Trustee, if requested by the Company in writing,
shall contest the validity of such taxes in any manner deemed appropriate by the
Company; the Company may itself contest the validity of any such taxes, in which
case the Company shall so notify the Trustee and the Trustee shall have no
responsibility or liability respecting such contest. If either party to this
Agreement contests any such proposed levy or assessments, the other party shall
provide such information and cooperation as the party conducting the contest
shall reasonably request.

         (b)      The Trustee, without direction from the Company or the
Committee, shall pay from the Fund from time to time such reasonable
compensation for its services as trustee as shall be agreed upon

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with the Company, the reasonable and necessary expenses and compensation of
counsel and other agents employed or engaged by the Trustee pursuant to Section
7(d)(ii)(C) and all other reasonable and necessary expenses of managing and
administering the Fund (which the Trustee, in its discretion, determines to be
necessary or appropriate) that are not paid by the Company.

                                    SECTION 9
                       Resignation and Removal of Trustee

         (a)      The Trustee may resign at any time by written notice to the
Company, which shall be effective 60 days after receipt of such notice unless
the Company and the Trustee agree otherwise.

         (b)      The Company, by action of its Board, may remove the Trustee at
any time upon 60 days written notice, or upon shorter notice if acceptable to
the Trustee. In the event it resigns or is removed, the Trustee shall have a
right to have its accounts settled as provided in Section 6 hereof.

         (c)      (i)      Upon the resignation or removal of the Trustee and
the appointment of a successor Trustee, all assets shall subsequently be
transferred to the successor Trustee. The transfer shall be completed within 60
days after receipt of notice of resignation, removal or transfer, unless the
Company extends the time limit.

                  (ii)     The Trustee may reserve such sums as the Trustee
shall deem necessary to defray its expenses in settling its accounts, to pay any
of its compensation due and unpaid and to discharge any obligation of the Fund
for which the Trustee may be liable. If the sums so reserved are not sufficient
for these purposes, the Trustee shall be entitled to recover the amount of any
deficiency from either the Company or the successor Trustee, or both. When the
Fund shall have been transferred and delivered to the successor Trustee and the
accounts of the Trustee have been settled as provided in Section 6 hereof, the
Trustee shall be released and discharged from all further accountability or
liability for the Fund and shall not be responsible in any way for the further
disposition of the Fund or any part thereof.

         (d)      (i)      If the Trustee resigns or is removed, a successor
shall be appointed, in accordance with Section 10 hereof, by the effective date
of resignation or removal under subsection (b) above. If no such appointment has
been made, the Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of the Trustee
incurred in connection with the proceeding shall be allowed as administrative
expenses of the Trust.

                  (ii)     Each successor trustee shall have all the powers and
duties conferred upon the Trustee in this Trust Agreement and "Trustee", as used
in this Agreement, shall be deemed to include any successor Trustee.

                                   SECTION 10
                            Appointment of Successor

         In the event of the resignation or removal of the Trustee, a successor
Trustee shall be appointed by the Company. Such appointment shall take effect
upon delivery to the Trustee of an instrument so appointing the successor and an
instrument of acceptance executed by such successor, both of which instruments
shall be duly acknowledged by a notary public. The delivery of such instruments
shall take place within sixty (60) days after notice of resignation or removal,
as applicable, of the Trustee shall have been given.

                                   SECTION 11
                            Amendment or Termination

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         (a)      This Trust Agreement may be amended by a written instrument
duly executed and acknowledged by the Trustee and the Company. Notwithstanding
the foregoing, no such amendment shall conflict with the terms of the Plan or
shall make the Trust revocable.

         (b)      (i)      The Trust shall not terminate until the date on which
Plan participants and their beneficiaries are no longer entitled to benefits
pursuant to the terms of the Plan. Upon termination of the Trust, any assets
remaining in the Trust shall be returned to the Company.

                  (ii)     Notwithstanding the foregoing, if not sooner
terminated, the Trust shall terminate automatically on the twenty-first (21st)
anniversary of the death of the last to die of all the Plan participants, who
are living and in being on the effective date of this Trust Agreement.

                  (iii)    In case the Plan is terminated, in whole or in part,
the Trustee (subject to the provisions of Sections 9 and 10 hereof and reserving
such sums as the Trustee shall deem necessary in settling its accounts and to
discharge any obligation of the Fund for which the Trustee may be liable) shall
apply and distribute any subfund attributable to such terminating Plan in
accordance with the written directions of the Committee. Upon such termination
of the Plan in whole or in part, the Trustee shall have a right to have its
accounts settled as provided in Section 6 hereof. When a subfund shall have been
so applied or distributed and the accounts of the Trustee shall have been so
settled, the Trustee shall be released and discharged from all further
accountability or liability respecting such subfund, and shall not be
responsible in any way for the further disposition of such subfund.

                                   SECTION 12
                                  Miscellaneous

         (a)      Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

         (b)      Benefits payable to Plan participants under this Trust
Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.

         (c)      (i)      This Trust Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts to be performed wholly within the State of New York.

                  (ii)     Nothing in this Agreement shall be construed to
subject either the Trust created hereunder or the Plan to ERISA.

                  (iii)    Any reference herein to ERISA or the Code shall
include such law as in effect on the effective date hereof, subsequent amendment
thereto and any succeeding law.

         (d)      The titles to Sections of this Agreement are placed herein for
convenience of reference only, and the Agreement is not to be construed by
reference thereto.

         (e)      This Agreement shall bind and inure to the benefit of the
successors and assigns of the Company and the Trustee, respectively.

         (f)      This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
but one instrument, which may be sufficiently evidenced by any counterpart
executed by all parties hereto.

         (g)      Any corporation into which the Trustee is merged with or with
which it is consolidated, or any corporation resulting from a merger,
reorganization or consolidation, to which the Trustee is a party, or any
corporation to which all or substantially all the trust business of the Trustee
is transferred shall

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become the successor trustee under the Agreement without the execution or filing
of any further instrument or the performance of any further act.

         (h)      The Company or anyone acting on its behalf may at any time
employ the Trustee in its corporate (and not its fiduciary) capacity as agent to
perform any act, keep any records or accounts, or make any computations required
by the Company. Any such agency relationship shall be established by a separate
agreement between the Company and the Trustee, and the existence of such
agreement and any actions performed by the Trustee under such agreement shall
not affect its responsibilities as Trustee under this Agreement.

                                   SECTION 13
                   Administration of the Plan; Communications

         (a)      The Committee shall administer the Plan as provided therein,
the Fiduciary shall be responsible for certifying the existence or not of the
circumstances specified in Section 2(b) and the Trustee shall not be responsible
in any respect for administering such Plan or making determinations specified in
Section 2(b) nor shall the Trustee be responsible for the adequacy of the Fund
to meet and discharge all payments and liabilities under such Plan. The Trustee
shall be fully protected in relying upon any written notice, instruction,
direction or other communication signed by any member of the Committee, the
Fiduciary or a duly-authorized Company officer. The Committee from time to time
shall furnish the Trustee with the names and specimen signatures of such persons
and shall promptly notify the Trustee of the termination of any such person and
the appointment of a successor. Until notified to the contrary, the Trustee
shall be fully protected in relying upon the most recent list of authorized
persons furnished to it by the Committee.

         (b)      Any action required by any provision of this Agreement to be
taken by the Board shall be evidenced by a resolution of the Board, certified to
the Trustee by the Secretary or an Assistant Secretary of the Company under its
corporate seal. The Trustee shall be fully protected in relying upon any
resolution so certified to it. Unless other evidence with respect thereto has
been specifically prescribed in this Agreement, any other action of the Company
under any provision of this Agreement, including any approval of or exceptions
to the Trustee's accounts, shall be evidenced by a certificate signed by an
officer of the Company, duly authorized to give communications to the Trustee,
and the Trustee shall be fully protected in relying upon such certificate. The
Trustee may accept a certificate signed by any member of the Committee, the
Fiduciary or a duly-authorized Company officer authorized to give communications
to the Trustee as proof of any fact or matter that it deems necessary or
desirable to have established in the administration of the Trust (unless other
evidence of such fact or matter is expressly prescribed herein), and the Trustee
shall be fully protected in relying upon the statements in the certificate.

         (c)      Notwithstanding anything herein contained to the contrary, the
Trustee shall be entitled conclusively to rely upon any written notice,
instruction, direction, certificate or other communication reasonably believed
by it to be genuine and to be signed by the proper person or persons, and the
Trustee shall be under no duty to make investigation or inquiry as to the truth
or accuracy of any statement contained therein.

         (d)      Until notice be given to the contrary, communications to the
Trustee shall be sent to it at its office at _______________________________
Attention: ______________; communications to the Company shall be sent to it at
its office at 175 Sully's Trail, Suite 300, Pittsford, New York, 14534, ATTN:
Russell I. Zuckerman, Esq.

                                   SECTION 14
                              Name; Effective Date

                                       11

<PAGE>

         The name of the Trust created hereby shall be the Mpower Communications
Corp. Employee Benefit Trust.

         The effective date of this Trust Agreement shall be October 23rd, 2001.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their respective names by their duly authorized officers as of the
day and year first above written.

                                             COMPANY:

                                             By:     /s/ Rolla P. Huff
                                                     ---------------------------
                                                     Rolla P. Huff, CEO

                                             TRUSTEE

                                             By:     /s/ Charles Herendeen
                                                     ---------------------------
                                                     Charles Herendeen

STATE OF NEW YORK          )
COUNTY OF MONROE           )        ss:

         On this 23rd day of October, 2001, before me personally came Rolla P.
Huff, to me known, who, being by me duly sworn, did depose and say that he
resides at 14 Moraine Point, Victor, New York, 14564, that he is the Chief
Executive Officer of Mpower Communications Corp., the Company described in the
foregoing instrument, that he was duly authorized by the Company to execute the
agreement and that he signed the agreement.

/s/ Russell I. Zuckerman
---------------------------
Russell I. Zuckerman
         Notary Public

STATE OF NEW YORK          )
COUNTY OF MONROE           )        ss:

         On this 23rd day of October, 2001, before me personally came Charles
Herendeen, to me known, who, being by me duly sworn, did depose and say that
s/he resides at Macedon, NY, that he is the Vice President of HSBC Bank USA, the
company described in and which executed the foregoing instrument as Trustee, by
order of the Board of Directors of said company and that s/he signed.

/s/ Shawn R. Callahan
---------------------------
Shawn R. Callahan
         Notary Public

                                       12

</TEXT>
</DOCUMENT>
