0001117042-06-000006 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT UNDER THE MPOWER HOLDING CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Award Agreement • January 31st, 2006 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York

THIS AWARD AGREEMENT (the “Award Agreement”), is made effective as of [date] (the “Date of Grant”) between Mpower Holding Corporation, a Delaware corporation (the “Company”), and [Name] (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Mpower Holding Corporation 2005 Long-Term Incentive Plan (the “Plan”).

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE MPOWER HOLDING CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Award Agreement • January 31st, 2006 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York

THIS AWARD AGREEMENT (the “Award Agreement”), is made effective as of [date] (the “Date of Grant”) between Mpower Holding Corporation, a Delaware corporation (the “Company”), and [Name] (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Mpower Holding Corporation 2005 Long-Term Incentive Plan (the “Plan”).

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