September 9, 2003

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September 9, 2003
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Forward-Looking Statements

• Under the safe harbor provisions of the Private
  Securities Litigation Reform Act of 1995, Mpower
  Holding Corporation cautions investors that
  certain statements contained in this press
  release that state managements 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, receipt of all
  remaining payments from the previously announced
  asset sales, future sales growth, market
  acceptance of our product offerings, our ability
  to secure adequate financing or equity capital to
  fund our operations, network expansion, our
  ability to manage growth and maintain a high
  level of customer service, the performance of our
  network and equipment, our ability to enter into
  strategic alliances or transactions, 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 our Securities and Exchange Commission
  filings. The company undertakes no obligation to
  update publicly any forward-looking statements,
  whether as a result of future events, new
  information, or otherwise.

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Introduction

• Rolla Huff - Chairman and Chief Executive Officer
• Joined Mpower in November 1999
• Previously
• Financial Vice President of Mergers and
  Acquisitions of ATT
• Chief Financial Officer of ATT Wireless
• President of ATT Wireless for the Central U.S.
  region
• President and Chief Operating Officer of Frontier
  Corporation
• Gregg Clevenger - Executive Vice President and
  CFO
• Joined Mpower in January 2000
• Previously
• Vice President and Associate of Argent Group Ltd.
• Vice President and Associate of Investment
  Banking at Morgan Stanley
• Vice President of Investment Banking at Goldman
  Sachs

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Other Senior Management

• Joe Wetzel - President and Chief Operating
  Officer
• Joined Mpower in August 2000
• Vice President of Technology with MediaOne Group
• Numerous positions with US West Advanced
  Technologies
• Jim Ferguson - President of Sales Marketing
• Joined Mpower in June 2003
• Regional Vice President of Sales for Western
  Division and Asia-Pacific with Global Crossing
• Senior sales positions with Cable Wireless,
  Racal SkyNetworks, Sprint and GTE

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Restructuring Process

• September 2000 to May 2001
• We significantly scaled back our operations,
  canceling more than 500 existing collocations,
  and canceling plans to enter the Northeast and
  Northwest Regions (representing more than 350
  collocations)
• November 2001
• We established an Employee Trust Fund, funding
  retention and severance payments for top 70-80
  key employees - Restricted Cash
• February 2002 to July 2002
• We undertook a comprehensive reorganization
  through a Chapter 11 proceeding that eliminated
  593.9 million in debt and preferred stock (as
  well as 65.3 million of associated annual
  interest and dividend expenses) in exchange for
  19 million and the substantial majority of our
  common stock
• December 2002
• We purchased the remaining 51.3 million of our
  long-term debt for 16.4 million cash, releasing
  the only security interest in our network assets

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Restructuring Process

• January 2003
• We reached an agreement with Textron Financial
  Corporation for a three-year funding facility of
  up to 7.5 million, secured only by certain of
  our receivables
• We signed definitive agreements to sell our
  customers and operations in Florida, Georgia,
  Ohio, Michigan and Texas in transactions expected
  to yield 17-20 million in cash and substantially
  reduce our overall operating costs
• March 2003
• We completed our 2003 audit and the re-audit of
  2001 and 2002 financial statements with no
  adjustments
• March 2003 to April 2003
• We closed on all three strategic transactions

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Mpower Today

• Mpower has
• Approximately 259,000 installed lines in Los
  Angeles, San Diego, Las Vegas, Northern
  California and Chicago
• No wholesale or resold revenue
• A facilities-based network integrating
  state-of-the-art voice and high-speed data
  applications
• Will report positive Adjusted EBITDA in 3Q
• 30 million of cash as of June 30 (unrestricted
  and restricted)
• Less than 60,000 of long-term debt
• Substantial unencumbered assets
• Approximately 70 million of fair market value
• An inventory of warehoused network assets for
  future deployment
• A strong management team with significant
  ownership in the Company that has led its
  employees and customers through a complex
  financial and operational restructuring
• Positioned for significant value creation

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Services Offered

• Integrated Voice and Data
• MpowerOffice (4-16 voice lines with high speed
  data over T1)
• Full voice and data features, including web
  hosting
• Dedicated Data
• MpowerConnect (1.54 Mbps data over T1)
• Mpower Dedicated SDSL (synchronous high speed
  data over DSL)
• Full data features, including web hosting
• Voice Trunks and PRIs
• Inbound and Outbound
• 2-way
• DID
• Traditional Business Voice Services
• Local Long Distance
• Centrex
• Unified Messaging
• Calling card
• Toll-free
• Full voice features including voicemail

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Current Market Overview
As of 6/30/2003
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Stock Profile

• Mpower Holdings (OTCBB MPOW)
• 0.07 - 1.40
• 1.28 closing price on September 8, 2003
• 450,000 shares average volume (30-day)
• 65 million shares outstanding (primary)
• 78 million shares outstanding (fully diluted)

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Historical Results - Existing Markets
NOTE Our Revenue from Continuing Operations (as
presented in our 2002 10-K) has been adjusted by
removing the financial impact of markets that are
considered to be Continuing Operations pursuant
to GAAP, but are no longer in operation. These
adjustments result in the Results from Existing
Markets presented herein. See Reconciliation to
GAAP on slide 14.
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Historical Results - Existing Markets
NOTE Our Adjusted EBITDA from Continuing
Operations (as presented in our 2002 10-K) has
been adjusted by removing the financial impact of
markets that are considered to be Continuing
Operations pursuant to GAAP, but are no longer
in operation. These adjustments result in the
Results from Existing Markets presented herein.
See Reconciliation to GAAP on slide 14.
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Historical Results - GAAP Reconciliation
Closure and write-off of unprofitable markets
Fresh Start Accounting
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Historical Results - GAAP Reconciliation
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Balance Sheet
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CLEC Industry Comparables
As of 9/8/2003
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CLEC Industry Comparables
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CLEC Industry Comparables
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CLEC Industry Comparables
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CLEC Industry Comparables
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CLEC Industry Comparables
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CLEC Industry Comparables
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Strategic Direction

• Organic Growth
• Customer acquisitions through sales organization
• Revenue/Customer Acquisitions
• Customer acquisitions through strategic
  transactions

Build a business that will have significant value
in the coming industry consolidation
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Organic Growth Enablers

• Broad Service Portfolio
• New Sales Organization Structure
• Target Market Focused
• Agent Channel
• Mid Market Direct
• Major Accounts Direct

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Agent Channel

• Historically low growth channel
• Whats new?
• Executive Sponsorship / Account Recruiting
• Electronic order entry and tracking portals
• Automated commission tools
• Dedicated sales engineering support
• All services available

Already Seeing Early Results
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Mid Market Direct

• Traditional target market
• Businesses with 100 employees or less
• Service focus
• POTS
• DSL
• Low-end T1 services
• Unified messaging
• Retaining only most productive account managers
• 60-70 quota carrying sales people
• Sales quotas of 2,500 to 3,200 per month in new
  revenue

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Major Accounts Direct

• New target market
• Businesses with 100 employees or more
• New dedicated sales organization
• Service focus
• High-end T1 services
• Dedicated data circuits
• Dedicated voice trunks
• Unified messaging
• 40-50 quota carrying sales people
• Sales quotas of 4,200 to 4,500 per month in new
  revenue
• Hiring underway

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Early Success
Recent Business Wins

• Marketing Company (Las Vegas) PRIs, Trunks, LD,
  Data 10K / month
• Mortgage Company (Chicago) Trunks 11K /
  month
• Investment Company (Chicago) PRIs 8K / month
• Auto Dealership (Los Angeles) POTS 5K / month
• Marketing Company (Los Angeles) PRIs 10K /
  month
• Hotel (Los Angeles) POTS, T1s 2.5K / month

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Selected New Business Opportunities
Up-Market Prospects have Increased Significantly
in Past 30 days

• Multi-location Restaurant 200 DSL 20K / month
• School District 15 PRIs 12K / month
• Hospital 12 PRIs 8K / month
• Hotel 11 T1s 7K / month
• Housing Authority 15T1s LD 16K / month
• Data Company POTS/DSL 20K / month

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Organic Growth Payback Periods
Organic Growth Still Cash Constrained
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Industry Consolidation

• Acquire companies/customers with similar services
  within our current footprint
• Example 12.5 million quarterly revenue, 6
  quarterly churn rate, 65 drops to EBITDA

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Competitive Landscape
Major CLEC Competitors
California
Las Vegas
Chicago
XO Communications
XO Communications
XO Communications
Allegiance Telecom
Xspedius
Allegiance Telecom
Focal
ICG Communications
Focal
ICG Communications
PacWest
PaeTec
PaeTec
TelePacific
GlobalCom
PacWest
CIMCO
TelePacific
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Another View of Consolidation

• Mpower would provide significant operating
  cashflow to any facilities-based CLEC operating
  within its markets

NOTE Excludes value of installed network,
inventories and cash on hand
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In Conclusion

• Strong platform for growth and value creation
• Experienced management team that is aligned with
  shareholders
• Significantly under-valued today relative to
  other public CLECs
• Debt free
• Adjusted EBITDA positive business
• Value creating organic growth opportunity
• Positioned to be active participant in industry
  consolidation

Positioned for Value Creation
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