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Mpower Communications Reports Results of Annual Meeting of Shareholders

ROCHESTER, NY - May 24, 2001 - Mpower Communications Corp. (NASDAQ: MPWR), a provider of broadband high-speed Internet access and telephony services to business customers, announced the results of its annual meeting of shareholders held today in Rochester, NY.

At the meeting, Mpower shareholders voted for the following:

  • Election of Maurice J. Gallagher, Rolla P. Huff and David Kronfeld to the company's Board of Directors for three-year terms expiring in 2004
  • The reorganization of the business into a holding company structure, with Mpower Communications becoming a wholly owned subsidiary of Mpower Holding Corporation, a Delaware Corporation, which will become the publicly held company

The reorganization is not expected to be consummated until Mpower has received the required approval of various telecommunications regulatory authorities, which is expected in June 2001. Upon consummation of the reorganization, the shareholders of Mpower Communications Corp. will become shareholders of Mpower Holding Corporation. The common stock and Series D preferred stock of Mpower Holding Corporation will trade on NASDAQ under the same symbols (MPWR and MPWRP, respectively) as they had traded under Mpower Communications.

"Establishing a holding company is expected to provide us with additional financial and operational flexibility in this dynamic telecommunications environment," explained Mpower Communications Chief Executive Officer Rolla P. Huff.

About Mpower Communications Corp.
Mpower Communications Corp. (Nasdaq: MPWR) is a facilities-based broadband communications provider offering a full range of data, telephony, Internet access and Web hosting services for small and medium-size business customers. Further information about the company can be found at www.mpowercom.com.

Forward-Looking Statements
Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Mpower Communications cautions investors that certain statements contained in this press release that state Mpower Communications and/or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. Management wishes to caution the reader these forward-looking statements are not historical facts and are only estimates or predictions. Actual results may differ materially from those projected as a result of risks and uncertainties including, but not limited to, projections of future sales, market acceptance of our product offerings, our ability to secure adequate financing or equity capital to fund our operations and network expansion, our ability to manage rapid growth and maintain a high level of customer service, the performance of our network and equipment, the cooperation of incumbent local exchange carriers in provisioning lines and interconnecting our equipment, regulatory approval processes, changes in technology, price competition and other market conditions and risks detailed from time to time in Mpower's Securities and Exchange Commission filings.

Media Inquiries: Investor Relations Inquiries:
Michele Sadwick Tracy Gay
Vice President Director
(716) 218-6542 (716) 218-6564
msadwick@mpowercom.com   tgay@mpowercom.com  


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