EXHIBIT 10.15

                         SECOND AMENDED AND RESTATED

                    NOVEMBER 1998 STOCKHOLDERS' AGREEMENT



            This  Second  Amended and  Restated  November  1998  Stockholders'
Agreement (this "Agreement") is entered into as of December 17,  1999, by and
among McLeodUSA Incorporated, a Delaware corporation (the "Company");  Alliant
Energy Corporation,  a Wisconsin corporation ("AEC"); IES Investments Inc., an
Iowa corporation (n/k/a Alliant Energy Investments,  Inc.) and indirect wholly
owned  subsidiary  of AEC  ("IES");  Heartland  Properties,  Inc., a Wisconsin
corporation  and  indirect  wholly  owned  subsidiary  of  AEC  ("Heartland");
Alliant Energy Foundation,  Inc., a Wisconsin corporation  (non-profit) ("AEF"
and  together  with AEC,  IES and  Heartland,  the "AEC  Entities");  Clark E.
McLeod ("McLeod");  Mary E. McLeod (together with McLeod, the "McLeods");  and
Richard  A.  Lumpkin  ("Lumpkin")  and  each  of the  former  shareholders  of
Consolidated  Communications Inc. ("CCI") and certain permitted transferees of
the former CCI  shareholders  in each case who are listed in Schedule I hereto
(the "CCI Shareholders"). The AEC Entities, the McLeods,  Lumpkin and the CCI
Shareholders  party  hereto  are  referred  to  herein   collectively  as  the
"Principal Stockholders" and individually as a "Principal Stockholder."

            WHEREAS,  the  Company,  IES,  the  McLeods,  Lumpkin  and the CCI
Shareholders  party  hereto are  parties to an Amended and  Restated  November
1998  Stockholders'  Agreement,  entered  into as of  September  15, 1999 (the
"Amended and Restated November 1998 Stockholders' Agreement");

            WHEREAS,  the  Company,  IES,  the  McLeods,  Lumpkin  and the CCI
Shareholders  party hereto  desire to add each of AEC,  Heartland and AEF as a
party to this  Agreement  and to make certain  changes to permit  transfers of
Securities (as defined in Section  3.1(a)) by the AEC Entities to or among the
Subsidiaries  (as defined in Section 1.2) of AEC in accordance  with the terms
herein set forth;

            WHEREAS, the Company and the Principal  Stockholders deem it to be
in the best interests of the Company and its  stockholders  to provide for the
continuity  and  stability  of the business and policies of the Company on the
terms and conditions hereinafter set forth;

            WHEREAS,  concurrently  with the  execution  and  delivery of this
Agreement,   the  Company,  the  Principal   Stockholders  and  certain  other
stockholders  of the Company are entering into an amendment and restatement of
the Amended and Restated January 1999  Stockholders'  Agreement,  entered into
as of September 15, 1999; and
<PAGE>

            WHEREAS,  the Company  and the  Principal  Stockholders  desire to
amend and  restate  the  Amended  and  Restated  November  1998  Stockholders'
Agreement in its entirety with the terms and conditions hereinafter set forth;

            NOW,  THEREFORE,  for and in consideration of the foregoing and of
the mutual  covenants and  agreements  contained  herein,  the parties  hereto
agree as follows:


1.  VOTING AGREEMENT


      1.1   Board of Directors

            For the period  commencing  on the  Effective  Date (as defined in
Section 1.2) and ending on the  Expiration  Date (as defined in Section  1.2),
each Principal  Stockholder,  for so long as each such  Principal  Stockholder
beneficially and continuously  owns at least five million  (5,000,000)  shares
of the Company's Class A common stock,  $.01 par value per share (the "Class A
Common Stock"),  subject to adjustment  pursuant to Section 5.1, shall take or
cause to be taken all such action within their  respective power and authority
as may be required:

(a)   to establish and maintain the authorized  size of the Board of Directors
      of  the  Company  (the  "Board  of  Directors"  or the "Board") at up to
      thirteen (13) directors;

(b)   to cause to be elected to the Board one (1) director  designated  by the
      AEC  Entities,   for  so  long  as  the  AEC  Entities collectively
      beneficially  and  continuously  own  at least five million  (5,000,000)
      shares of the Class A Common  Stock  (subject  to  adjustment   pursuant
      to Section 5.1);

(c)   to cause Lumpkin to be elected to the Board,  for so long as Lumpkin and
      the CCI  Shareholders  collectively  beneficially  and continuously  own
      at least  five  million  (5,000,000)shares  of  the  Class  A  Common
      Stock  (subject  to adjustment pursuant to Section 5.1);

(d)   to  cause  to be  elected  to the  Board  three  (3)  directors  who are
      executive   officers  of  the  Company  designated  by McLeod,  for  so
      long  as  the  McLeods  collectively beneficially   and  continuously
      own  at  least  five million  (5,000,000)  shares  of the  Class  A
      Common Stock  (subject  to  adjustment  pursuant  to  Section 5.1);
<PAGE>

(e)   to cause to be elected to the Board a director  or  directors  nominated
      by the  Board  to  replace  a  director  or  directors designated
      pursuant  to  paragraphs  (b)  through (d) above  upon the  earlier  to
      occur of such  designated director's   or   directors'   resignation
      (and  the acceptance of such  resignation  by the Board) and the
      expiration of such  director's or directors' term as a result  of  any
      party  or   parties   identified   in paragraphs   (b)   through
      (d) above   no   longer collectively  beneficially and continuously owning
      at least five million  (5,000,000)  shares of the Class A Common  Stock
      (subject  to  adjustment   pursuant  to Section 5.1) at any time during
      the period  commencing on the  Effective  Date and  ending on the
      Expiration Date;  it  being  understood  that  within  three  (3)
      business  days  following  such time that the party or parties identified
      in  paragraphs  (b)  through  (d) above  no   longer   collectively
      beneficially   and continuously  own at least  five  million  (5,000,000)
      shares  of  the  Class  A  Common  Stock  (subject  to adjustment
      pursuant  to  Section  5.1)  during  such period,  such party or parties
      shall use its or their respective  best  efforts  to cause  the  director
      or directors  designated  by such  party  or  parties  to tender their
      immediate resignation to the Board which the Board may accept or reject;
      and

(f)   to cause to be elected to the Board,  if and as  nominated by the Board,
      up to eight (8) non-employee directors.

            For purposes of Section 1.1,  (i) the  McLeods  shall be deemed to
be  a  single  Principal   Stockholder,   (ii) Lumpkin  and  all  of  the  CCI
Shareholders  shall be deemed to be a single  Principal  Stockholder,  and the
CCI Shareholders  shall be deemed to own shares  "continuously" as long as the
shares  of the CCI  Shareholders  are owned by the CCI  Shareholders  or a CCI
Permitted  Transferee  (as defined in Section 3.1), and (iii) the AEC Entities
shall be deemed to be a single  Principal  Stockholder,  and the AEC  Entities
shall be deemed to own shares  "continuously" as long as the shares of the AEC
Entities  are owned by the AEC  Entities or an AEC  Permitted  Transferee  (as
defined in Section 3.1).


      1.2   Definitions

            For  purposes  of this  Agreement,  the  following  terms have the
meanings indicated:

                  (a)   "Affiliate" and "Associate"  shall have the respective
                  meanings  ascribed  to such  terms in Rule  12b-2  under the
                  Securities  Exchange Act of 1934, as amended (the  "Exchange
                  Act").
<PAGE>
                  (b)   A person  shall be deemed  the  "beneficial  owner" of
                  and shall be deemed to "beneficially own" any securities:

                        (i) which  such   person  or  any  of  such   person's
                            Affiliates or Associates,  directly or indirectly,
                            has the right to  acquire  (whether  such right is
                            exercisable  immediately or only after the passage
                            of time)  pursuant to any  agreement,  arrangement
                            or understanding  (whether or not in writing),  or
                            upon the exercise of conversion  rights,  exchange
                            rights,  other  rights,  warrants or  options,  or
                            otherwise;

                       (ii) which  such   person  or  any  of  such   person's
                            Affiliates or Associates,  directly or indirectly,
                            has  the  right  to  vote  or  dispose  of or  has
                            "beneficial  ownership" of (as determined pursuant
                            to Rule 13d-3 under the Exchange  Act),  including
                            pursuant   to  any   agreement,   arrangement   or
                            understanding, whether or not in writing; or

                       (iii)  which  are  beneficially   owned,   directly  or
                            indirectly,  by any other person (or any Affiliate
                            or  Associate  thereof)  with which such person or
                            any of such person's  Affiliates or Associates has
                            any  agreement,   arrangement   or   understanding
                            (whether  or not in  writing),  for the purpose of
                            acquiring,  holding,  voting or  disposing  of any
                            voting securities of the Company.

                  For purposes of the  definition  of  "beneficial  owner" and
                  "beneficially  own,"  the terms  "agreement,"  "arrangement"
                  and "understanding"  shall not include this Agreement or the
                  Second  Amended  and  Restated  January  1999  Stockholders'
                  Agreement (as defined in Section 1.2).

                  (c)   "Effective Date" shall mean December 17, 1999.

                  (d)   "Expiration Date" shall mean December 31, 2001.

                  (e)   "Original  Stockholders'  Agreement"  shall  mean  the
                  Stockholders'  Agreement,  entered into as of June 14, 1997,
                  as amended on September  19, 1997, by and among the Company,
                  IES, the McLeods, Lumpkin and certain other stockholders.
<PAGE>
                  (f)   "Second    Amended   and    Restated    January   1999
                  Stockholders'  Agreement"  shall mean the Second Amended and
                  Restated January 1999 Stockholders' Agreement,  entered into
                  as of  December  17,  1999,  by and among the  Company,  the
                  Principal    Stockholders,    M/C   Investors   L.L.C.   and
                  Media/Communications Partners III Limited Partnership.

                  (g)   "Stock  Split"  shall  mean that  certain  two-for-one
                  stock  split  in the form of a stock  dividend  paid on July
                  26,  1999  to  stockholders  of  record  on  July  12,  1999
                  effected by the Company  with  respect to its Class A Common
                  Stock.

                  (h)   "Subsidiary"   or   "Subsidiaries"    shall   mean   a
                  corporation,  partnership,  joint venture or other entity of
                  which AEC owns, directly or indirectly,  one hundred percent
                  (100%) of the outstanding  securities or other interests the
                  holders  of which  are  generally  entitled  to vote for the
                  election of the board of directors or other governing body.


2. STANDSTILL

            AEC hereby agrees that, prior to the Expiration Date,  neither AEC
nor any  Affiliate  of AEC will (and AEC will not assist or  encourage  others
to),  directly  or  indirectly,  acquire or agree,  offer,  seek or propose to
acquire, or cause to be acquired,  ownership  (including,  but not limited to,
beneficial  ownership) of any  securities  issued by the Company or any of its
subsidiaries,  or any rights or options to acquire such  ownership  (including
from a third  party),  except  (a) to the extent  expressly  set forth in this
Agreement,  (b)  as  consented  prior  thereto  in  writing  by the  Board  of
Directors,  (c) upon  conversion of any Class B common  stock,  $.01 par value
per share,  of the  Company  into Class A Common  Stock  pursuant to the terms
thereof,  (d) with respect to transfers of equity securities  between or among
AEC and AEC's  Subsidiaries  consistent  with the terms and conditions of this
Agreement,  or (e) with  respect to the grant,  vesting or  exercise  of stock
options.


3. TRANSFERS OF SECURITIES

      3.1   Restrictions on Transfers

            (a)   Except as otherwise  provided in this Section 3.1 or Section
3.2,  each  Principal  Stockholder  hereby  severally  agrees  that  until the
Expiration Date, such Principal  Stockholder will not offer, sell, contract to
sell,  grant any option to  purchase,  or  otherwise  dispose of,  directly or
indirectly,  ("Transfer"),  any equity  securities of the Company or any other
securities   convertible  into  or  exercisable  for  such  equity  securities
("Securities")  beneficially  owned by such Principal  Stockholder  (including
<PAGE>

distributions  of Securities  with respect to such  Securities  and Securities
acquired  as a  result  of a stock  split  with  respect  to such  Securities)
without  submitting  a written  request to, and  receiving  the prior  written
consent  of, the Board of  Directors,  provided,  however,  that  (i) the  AEC
Entities may transfer  Securities to or among any  Subsidiary or  Subsidiaries
of AEC, and (ii) any CCI Shareholder may transfer  Securities to any other CCI
Shareholder,  the spouse of a CCI Shareholder, or a lineal descendant of a CCI
Shareholder  (or a trust for the  primary  benefit of any one or more of a CCI
Shareholder,  the spouse of a CCI Shareholder, or a lineal descendant of a CCI
Shareholder  or a partnership or limited  liability  company owned and managed
solely  by one or more  CCI  Shareholders,  spouses  of CCI  Shareholders  and
lineal descendants of CCI Shareholders),  or, in the case of a CCI Shareholder
that is a trust,  to any beneficiary of such trust (or a trust for the primary
benefit of such  beneficiary  or a partnership  or limited  liability  company
owned and  managed  solely  by one or more CCI  Shareholders,  spouses  of CCI
Shareholders and lineal  descendants of CCI  Shareholders),  in each case with
respect to clause (i) and clause  (ii),  provided  that  (x) such  transfer is
done  in  accordance  with  the  transfer  restrictions   applicable  to  such
Securities  under  federal and state  securities  laws and (y) the  transferee
agrees to be bound by the terms  hereof (as this  Agreement  may be amended or
amended  and  restated  from  time to time) as a  Principal  Stockholder  with
respect to the shares  being  transferred  pursuant to this  Section (any such
AEC Entity  transferee  pursuant to the foregoing  proviso,  an "AEC Permitted
Transferee" and any such CCI Shareholder  transferee pursuant to the foregoing
proviso,  a "CCI  Permitted  Transferee"),  and any such  transfer  shall  not
constitute a "Transfer" for purposes of this  Agreement.  Notwithstanding  the
foregoing,  no party hereto shall avoid the  provisions  of this  Agreement by
making one or more  transfers to one or more AEC Permitted  Transferees or CCI
Permitted  Transferees,  as the case may be, and then at any time  directly or
indirectly  disposing  of all or any portion of such  party's  interest in any
such AEC Permitted  Transferee or CCI  Permitted  Transferee,  as the case may
be. In the event  that the Board of  Directors  consents  to any  Transfer  of
Securities by a Principal  Stockholder  pursuant to this  Section 3.1(a)  upon
the  written  request  of  such  Principal   Stockholder  (the   "Transferring
Stockholder")  and except as otherwise  provided in Section 3.1(b) and Section
3.2, each other Principal  Stockholder shall,  notwithstanding  the provisions
of this Section  3.1(a),  have the right to Transfer a percentage of the total
number of Securities  beneficially  owned by such Principal  Stockholder equal
to the percentage of the total number of Securities  beneficially owned by the
Transferring  Stockholder  that the Board of Directors  has  consented  may be
Transferred by such  Transferring  Stockholder.  The parties  acknowledge that
any Transfer  pursuant to this Section  3.1(a) to which the Board of Directors
has consented may be in  connection  with, or as part of, a private  placement
by the Company of, or other transaction involving, its Securities.

            (b)   In addition to the  provisions  of Section  3.1(a),  for the
period commencing for the quarter ending  December 31,  1999 and ending on the
Expiration  Date, the Board shall determine prior to the public release of the
<PAGE>

Company's  consolidated  financial results with respect to each such financial
reporting quarter during such period,  the aggregate number, if any, of shares
of  Class A  Common  Stock  (not to  exceed  in the  aggregate  three  hundred
thousand  (300,000)  shares of Class A Common  Stock per  quarter,  subject to
adjustment  pursuant to Section 5.1) that may be  Transferred by the Principal
Stockholders  (the  "Transfer  Amount")  during the period  commencing  on the
third (3rd) business day and ending on the  twenty-third  (23rd)  business day
following such public release of the Company's  quarterly or annual  financial
results or such other  trading  period  designated  or  permitted by the Board
with respect to the purchase and sale of its Securities  (each such period,  a
"Transfer  Period").  Notwithstanding  the provisions of Section 3.1(a),  each
Principal  Stockholder  shall be  entitled to  Transfer  during each  Transfer
Period,  provided such Transfer is effected in accordance  with all applicable
federal and state  securities laws, a number of shares of Class A Common Stock
equal to thirty-three and one-third  percent (33 1/3%) of the Transfer Amount,
if any, for such Transfer Period  (rounding down in the case of any fractional
amount).  Any portion of any  Principal  Stockholder's  share of the  Transfer
Amount  that  such  Principal  Stockholder  elects  not to  transfer  during a
Transfer  Period shall be  reallocated  equally among the remaining  Principal
Stockholders  who intend to  Transfer  shares of Class A Common  Stock  during
such Transfer  Period,  and such  remaining  Principal  Stockholders  shall be
entitled to Transfer  such  additional  shares of Class A Common  Stock during
the Transfer  Period,  provided such  Transfer is effected in accordance  with
all  applicable  federal  and state  securities  laws.  In no event  shall any
portion of a Transfer  Amount that is not utilized by a Principal  Stockholder
during  a  Transfer  Period  be  reallocated  or  otherwise  credited  to  any
subsequent Transfer Periods.

            (c)   For  the   period   commencing   for  the   quarter   ending
December 31,  1999 and ending on the  Expiration  Date, the Company shall give
each Principal  Stockholder  prompt written notice (in any event no later than
fifty (50) days prior to the beginning of the applicable  Transfer  Period) of
its  determination  of any Transfer  Amount.  Within seven (7) days of receipt
of such notice,  any Principal  Stockholder that desires to Transfer shares of
Class A Common Stock during such Transfer  Period  pursuant to Section  3.1(b)
shall  provide  written  notice  to the  Company  of the  number  of shares of
Class A  Common  Stock that such  Principal  Stockholder  desires to  Transfer
pursuant  to Section  3.1(b).  Not later than seven (7) days after  receipt of
such responses,  the Company shall notify all remaining Principal Stockholders
of any  Principal  Stockholder's  election not to Transfer the total number of
shares of Class A Common Stock that such Principal  Stockholder is entitled to
Transfer during such Transfer Period.  Any Principal  Stockholder that desires
to Transfer  additional shares of Class A Common Stock equal to all or part of
the remaining  Transfer  Amount shall notify the Company within seven (7) days
of receipt of the Company's  second  notice.  The Company  shall  allocate the
remaining  Transfer Amount in accordance with the provisions of Section 3.1(b)
and shall notify the appropriate Principal  Stockholders of such allocation no
later than ten (10) days prior to the beginning of the Transfer Period.
<PAGE>
            (d)   For  purposes of this  Section  3.1,  the  McLeods  shall be
deemed  to be a  single  Principal  Stockholder,  Lumpkin  and  all of the CCI
Shareholders shall be deemed to be a single Principal  Stockholder and the AEC
Entities shall be deemed to be a single Principal Stockholder.

      3.2   Registration Rights

            (a)   In the event that the Board of Directors  consents  pursuant
to Section 3.1(a) to a Principal  Stockholder's  request for a Transfer and in
connection  therewith,  the Company agrees to register Securities with respect
to  such  Transfer   under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  the Company shall grant each other Principal  Stockholder
the opportunity  (subject to reduction in the event the registered Transfer is
underwritten)  to register for Transfer  under the Securities Act a percentage
of the  total  number  of  Securities  beneficially  owned  by such  Principal
Stockholder  equal  to  the  percentage  of the  total  number  of  Securities
beneficially  owned by the  Transferring  Stockholder  that such  Transferring
Stockholder is registering  for Transfer under the Securities Act, on the same
terms  and  conditions  as  the  Transferring   Stockholder   (each  Principal
Stockholder  registering,  or indicating a desire to register,  any Securities
for  Transfer  under the  Securities  Act pursuant to this Section 3.2 being a
"Registering Transferor").

            (b)   To the extent  that the Company  grants  pursuant to Section
3.1(b) a Principal  Stockholder  the opportunity to register shares of Class A
Common Stock for Transfer  under the  Securities  Act, the Company shall grant
each other Principal  Stockholder the opportunity (subject to reduction in the
event the registered  Transfer is underwritten) to register an equal number of
shares of Class A Common Stock for Transfer  under the  Securities  Act on the
same terms and conditions.

            (c)   In the event the Company  proposes to register any shares of
Class A Common  Stock under the  Securities  Act  pursuant to an  underwritten
primary offering (other than pursuant to a registration  statement on Form S-4
or Form S-8 or any  successor  forms  thereto or other  form  which  would not
permit the  inclusion of the shares of Class A Common  Stock of the  Principal
Stockholders),  the Company,  as determined  by the Board of Directors,  shall
give written notice to all Principal  Stockholders  of its intention to effect
such a registration.  Following any such notice,  the Board of Directors shall
undertake  to determine  the  aggregate  number,  if any, of shares of Class A
Common  Stock  held  by the  Principal  Stockholders  (not  to  exceed  in the
aggregate  on a per year  basis a number  of  shares  of Class A Common  Stock
equal to  fifteen  percent  (15%) of the  total  number  of  shares of Class A
Common Stock beneficially  owned by the Principal  Stockholders as of December
31, 1998,  subject to appropriate and proportionate  adjustment as a result of
the Stock  Split and  subject to  adjustment  pursuant  to Section  5.1) to be
registered by the Company under the Securities Act (the "Registrable  Amount")
for Transfer by the Principal  Stockholders  in connection with such offering.
<PAGE>

If the Board  determines  to register  shares of Class A Common  Stock held by
the Principal  Stockholders  pursuant to this Section 3.2(c), the Company will
promptly  give  written  notice  of  such   determination   to  all  Principal
Stockholders,  and  thereupon  the Company  will use  commercially  reasonable
efforts to effect the  registration of that portion of the Registrable  Amount
that the Registering  Transferors indicate a desire to register.  In the event
the Registering  Transferors  indicate a desire to register a number of shares
of Class A Common  Stock  that,  in the  aggregate,  exceeds  the  Registrable
Amount,  the number of shares of Class A Common  Stock  that each  Registering
Transferor  shall be entitled to register  shall be reduced to the extent such
number  exceeds  such   Registering   Transferor's   pro  rata  share  of  the
Registrable  Amount  based  upon the ratio of the total  number of  Securities
beneficially  owned by such  Registering  Transferor  to the  total  number of
Securities  beneficially  owned by all Principal  Shareholders.  To the extent
any  portion  of  the  Registrable  Amount  remains   unallocated  after  such
reductions,  each  Registering  Transferor  who  has  indicated  a  desire  to
register  additional  shares  of Class A Common  Stock  shall be  entitled  to
register  an  additional  amount  of  Class  A  Common  Stock  equal  to  such
Registering  Transferor's pro rata portion of the remaining Registrable Amount
based upon the ratio of the total number of Securities  beneficially  owned by
such  Registering  Transferor to the total number of  Securities  beneficially
owned by all  Registering  Transferors who have indicated a desire to register
additional  shares  of  Class  A  Common  Stock.  The  reallocation  procedure
described  in the  preceding  sentence  shall be  repeated  until  the  entire
Registrable  Amount is  allocated.  All  terms,  conditions  and  rights  with
respect to such  registration  (including but not limited to any determination
to reduce the Registrable  Amount) shall be determined by the Board,  provided
that (i) the representations  and warranties of a Principal  Stockholder shall
be  customary  taking  into  account,  among other  things,  the nature of the
offering and such Principal  Stockholder's  relationship with the Company, and
(ii) the Company  shall be  responsible  for all expenses with respect to such
registration  other than underwriting  discounts and commissions  allocable to
the Class A Common Stock of the Registering  Transferors,  which  underwriting
discounts  and  commissions  shall be the  responsibility  of the  Registering
Transferors.

            (d)   In addition to the  registration  rights granted pursuant to
Sections 3.2(a),  (b) and (c), no more frequently than once during each of the
calendar years ending  December 31,  2000 and 2001 (each such year, an "Annual
Period"),  and upon either (i) the receipt of a written request of one or more
Principal Stockholders or (ii) a determination by the Board of Directors,  the
Board shall  undertake  to  determine  the  Registrable  Amount,  if any,  for
Transfer by the Principal  Stockholders.  If the Board  determines to register
shares of Class A Common Stock held by the Principal  Stockholders pursuant to
this Section  3.2(d),  the Company will promptly  give written  notice of such
determination  to all Principal  Stockholders,  and thereupon the Company will
use  commercially  reasonable  efforts  to  effect  the  registration  of that
portion of the Registrable Amount that the Registering  Transferors indicate a
<PAGE>

desire to  register.  In the  event the  Registering  Transferors  indicate  a
desire to  register a number of shares of Class A Common  Stock  that,  in the
aggregate,  exceeds the  Registrable  Amount,  the number of shares of Class A
Common Stock that each  Registering  Transferor  shall be entitled to register
shall  be  reduced  to  the  extent  such  number  exceeds  such   Registering
Transferor's pro rata share of the Registrable  Amount based upon the ratio of
the  total  number  of  Securities  beneficially  owned  by  such  Registering
Transferor  to the  total  number  of  Securities  beneficially  owned  by all
Principal  Stockholders.  To the extent any portion of the Registrable  Amount
remains  unallocated  after such reductions,  each Registering  Transferor who
has indicated a desire to register  additional  shares of Class A Common Stock
shall be entitled to register  an  additional  amount of Class A Common  Stock
equal to such  Registering  Transferor's  pro rata  portion  of the  remaining
Registrable  Amount  based  upon the ratio of the total  number of  Securities
beneficially  owned by such  Registering  Transferor  to the  total  number of
Securities   beneficially  owned  by  all  Registering  Transferors  who  have
indicated  a desire to  register  additional  shares of Class A Common  Stock.
The  reallocation  procedure  described  in the  preceding  sentence  shall be
repeated  until  the  entire  Registrable  Amount  is  allocated.  All  terms,
conditions  and rights with respect to such  registration  (including  but not
limited  to any  determination  to reduce  the  Registrable  Amount)  shall be
determined by the Board,  provided that (i) the representations and warranties
of a Principal  Stockholder  shall be  customary  taking into  account,  among
other  things,  the nature of the  offering and such  Principal  Stockholder's
relationship  with the Company,  and (ii) the Company shall be responsible for
all  expenses  with  respect  to such  registration  other  than  underwriting
discounts and commissions,  which underwriting discounts and commissions shall
be the responsibility of the Registering Transferors.

            (e)   If  the  Board   establishes   a   committee   (a   "Pricing
Committee")  to  authorize  and  approve  the price and any other terms of any
Transfer of Securities  registered  under the  Securities Act pursuant to this
Section 3.2 in which  Lumpkin or any CCI  Shareholder  is  participating  as a
Registering  Transferor,  the  Company  will  use its  best  efforts  to cause
Lumpkin to be nominated to such Pricing Committee.  Notwithstanding  any other
provision  of this  Agreement,  to the extent the  Company has  undertaken  to
register  Securities  of the Principal  Stockholders  pursuant to this Section
3.2, the Company may  subsequently  determine not to register such  Securities
and may either not file a  registration  statement  or  otherwise  withdraw or
abandon  a  registration  statement  previously  filed  with  respect  to  the
registration of such Securities.

            (f)   For  purposes of this  Section  3.2,  the  McLeods  shall be
deemed  to be a  single  Principal  Stockholder,  Lumpkin  and  all of the CCI
Shareholders shall be deemed to be a single Principal  Stockholder and the AEC
Entities shall be deemed to be a single Principal Stockholder.
<PAGE>

4. REPRESENTATIONS AND WARRANTIES


      4.1   Representations and Warranties of Non-individual
            Stockholders

            Each  non-individual  Principal  Stockholder hereby represents and
warrants,  as of the date of this Agreement,  to the Company and to each other
Principal Stockholder as follows:

            4.1.1 Authorization

            Such Principal  Stockholder has taken all action  necessary for it
to enter into this Agreement and to consummate the  transactions  contemplated
hereby.

            4.1.2 Binding Obligation

            This Agreement  constitutes a valid and binding obligation of such
Principal  Stockholder,  enforceable in accordance  with its terms,  except to
the extent that such enforceability may be limited by bankruptcy,  insolvency,
and similar laws  affecting  the rights and  remedies of creditors  generally,
and by general  principles of equity and public policy;  and each document and
instrument to be executed by such Principal  Stockholder pursuant hereto, when
executed and delivered in accordance  with the provisions  hereof,  shall be a
valid and binding  obligation of such  Principal  Stockholder,  enforceable in
accordance with its terms (with the aforesaid exceptions).


      4.2   Representations and Warranties of Individual Stockholders

            Each Principal  Stockholder who is an individual hereby represents
and  warrants,  as of the date of this  Agreement,  to the Company and to each
other Principal Stockholder as follows:

            4.2.1 Power and Authority

            Such  Principal  Stockholder  has the legal capacity and all other
power and authority  necessary to enter into this  Agreement and to consummate
the transactions contemplated hereby.

            4.2.2 Binding Obligation

            This Agreement  constitutes a valid and binding obligation of such
Principal  Stockholder,  enforceable in accordance  with its terms,  except to
the extent that such enforceability may be limited by bankruptcy,  insolvency,
and similar laws  affecting  the rights and  remedies of creditors  generally,
and by general  principles of equity and public policy;  and each document and
instrument to be executed by such Principal  Stockholder pursuant hereto, when
executed and delivered in accordance  with the provisions  hereof,  shall be a
valid and binding  obligation of such  Principal  Stockholder,  enforceable in
accordance with its terms (with the aforesaid exceptions).
<PAGE>

      4.3   Representations and Warranties of the Company

            The Company  hereby  represents  and  warrants,  as of the date of
this Agreement, to each Principal Stockholder as follows:

            4.3.1 Authorization

            The Company has taken all  corporate  action  necessary  for it to
enter into this  Agreement and to  consummate  the  transactions  contemplated
hereby.

            4.3.2 Binding Obligation

            This Agreement  constitutes a valid and binding  obligation of the
Company,  enforceable in accordance with its terms,  except to the extent that
such  enforceability  may be limited by  bankruptcy,  insolvency,  and similar
laws affecting the rights and remedies of creditors generally,  and by general
principles of equity and public  policy;  and each document and  instrument to
be executed by the Company  pursuant  hereto,  when  executed and delivered in
accordance  with  the  provisions  hereof,   shall  be  a  valid  and  binding
obligation of the Company,  enforceable in accordance with its terms (with the
aforesaid exceptions).


5. MISCELLANEOUS


      5.1   Effect of Changes in Capitalization

            All share  amounts of the Company's  capital stock  referred to in
this Agreement  shall be  appropriately  and  proportionally  adjusted for any
recapitalization,  reclassification,  stock  split-up,  combination of shares,
exchange of shares,  stock dividend or other  distribution  payable in capital
stock, or other increase or decrease in such shares  effected  without receipt
of consideration by the Company, occurring after the date of this Agreement.


      5.2   Additional Actions and Documents

            Each of the parties  hereto  hereby  agrees to take or cause to be
taken  such  further  actions,  to  execute,  deliver  and file or cause to be
executed,  delivered and filed such further documents and instruments,  and to
obtain such  consents,  as may be necessary or as may be reasonably  requested
in order to fully  effectuate  the  purposes,  terms  and  conditions  of this
Agreement, whether before, at or after the Effective Date.
<PAGE>

      5.3   Entire Agreement;   Termination  of  Original  Stockholders'
            Agreement; Amendment

            Other  than  the  Second   Amended  and   Restated   January  1999
Stockholders'  Agreement with respect to the parties  thereto and as set forth
therein,  this Agreement  constitutes  the entire  agreement among the parties
hereto  as  of  the  date  hereof  with  respect  to  the   specific   matters
contemplated  herein, and it supersedes all prior oral or written  agreements,
commitments  or  understandings  with  respect  to the  matters  provided  for
herein.  The parties hereto further agree,  confirm and  acknowledge  that the
Original  Stockholders'  Agreement is terminated and of no force or effect. No
amendment,  modification  or  discharge  of this  Agreement  shall be valid or
binding  unless set forth in writing  and duly  executed by the Company and by
the  party  against  whom  enforcement  of  the  amendment,  modification,  or
discharge is sought.


      5.4   Limitation on Benefit

            It is the explicit  intention of the parties hereto that no person
or entity  other than the parties  hereto is or shall be entitled to bring any
action to enforce any provision of this  Agreement  against any of the parties
hereto,  and the  covenants,  undertakings  and  agreements  set forth in this
Agreement  shall be solely for the benefit of, and shall be  enforceable  only
by, the  parties  hereto or their  respective  successors,  heirs,  executors,
administrators, legal representatives and permitted assigns.


      5.5   Binding Effect; Specific Performance

            This  Agreement  shall  be  binding  upon and  shall  inure to the
benefit  of  the  parties  hereto  and  their  respective  successors,  heirs,
executors,  administrators,  legal  representatives  and permitted assigns. No
party shall  assign this  Agreement  without the written  consent of the other
parties  hereto;  and such consent  shall not be  unreasonably  withheld.  The
parties  hereto  agree that  irreparable  damage  would occur in the event any
provision of this  Agreement was not  performed in  accordance  with the terms
hereof and that the parties shall be entitled to specific  performance  of the
terms hereof, in addition to any other remedy at law or in equity.


      5.6   Governing Law

            This Agreement,  the rights and obligations of the parties hereto,
and any  claims  or  disputes  relating  thereto,  shall  be  governed  by and
construed in  accordance  with the laws of Delaware  (excluding  the choice of
law rules thereof).
<PAGE>

      5.7   Notices

            All notices, demands,  requests, or other communications which may
be or are  required  to be  given,  served,  or sent by any party to any other
party  pursuant  to  this   Agreement   shall  be  in  writing  and  shall  be
hand-delivered or mailed by first-class,  registered or certified mail, return
receipt  requested,  postage  prepaid,  or transmitted by telegram,  telecopy,
facsimile transmission or telex, addressed as follows:

            (i)   If to the Company or to the McLeods:

                  McLeodUSA Incorporated
                  McLeodUSA Technology Park
                  6400 C Street, SW, P.O. Box 3177
                  Cedar Rapids, IA  52406-3177
                  Attention:  Randall Rings
                  Facsimile:  (319) 790-7901

            (ii)  If to the AEC Entities:

                  IES Investments Inc. (n/k/a Alliant Energy Investments,Inc.)
                  200 1st Street SE
                  Cedar Rapids, IA 52401
                  Attention:  James E. Hoffman
                  Facsimile:  (319) 398-4204

            (iii) If to Lumpkin or any CCI Shareholder:

                  P.O. Box 1234
                  Mattoon, IL  61938
                  Attention:  Richard A. Lumpkin
                  Facsimile:  (217) 234-9934

                  with a copy to :

                  Schiff Hardin & Waite
                  6600 Sears Tower
                  Chicago, Illinois  60606
                  Attention:  David R. Hodgman, Esq.
                  Facsimile:  (312) 258-5600


            Each party may  designate  by notice in  writing a new  address to
which any  notice,  demand,  request or  communication  may  thereafter  be so
given,  served or sent. Each notice,  demand,  request, or communication which
shall be  hand-delivered,  mailed,  transmitted,  telecopied or telexed in the
manner  described  above, or which shall be delivered to a telegraph  company,
shall be deemed  sufficiently given,  served,  sent, received or delivered for
all  purposes  at such  time as it is  delivered  to the  addressee  (with the
return  receipt,   the  delivery  receipt,  or  the  answerback  being  deemed
conclusive,  but not exclusive,  evidence of such delivery) or at such time as
delivery is refused by the addressee upon presentation.
<PAGE>

      5.8   Termination

            Notwithstanding  any other provision of this Agreement,  if during
any  Annual  Period  the  Board of  Directors  has not  provided  a  Principal
Stockholder  a  reasonable  opportunity  to  Transfer  Securities  pursuant to
Section 3.2 or consented to the written request of such Principal  Stockholder
or otherwise provided such Principal  Stockholder a reasonable  opportunity to
Transfer  (other  than a  transfer  by a CCI  Shareholder  to a CCI  Permitted
Transferee  and other than a transfer by the AEC Entities to an AEC  Permitted
Transferee)  pursuant to Section 3.1(a) an aggregate number of shares of Class
A Common  Stock  equal to not less  than  fifteen  percent  (15%) of the total
number of shares of Class A Common Stock  beneficially owned by such Principal
Stockholder as of December 31, 1998,  subject to appropriate and proportionate
adjustment as a result of the Stock Split and subject to  adjustment  pursuant
to Section 5.1, then such Principal  Stockholder  may terminate this Agreement
as it  applies  to such  terminating  party by  providing  written  notice  of
termination  to all  other  parties  no  later  than ten  (10)  business  days
following the end of such Annual Period,  such that all rights and obligations
hereunder  shall cease,  and this  Agreement  shall be of no further  force or
effect,  with respect to the terminating  party.  Unless otherwise  previously
terminated  by the Principal  Stockholders  pursuant to this Section 5.8, this
Agreement  shall  terminate  on the  Expiration  Date.  For  purposes  of this
Section  5.8,  the  McLeods   shall  be  deemed  to  be  a  single   Principal
Stockholder,  Lumpkin and all of the CCI Shareholders  shall be deemed to be a
single  Principal  Stockholder  and the AEC  Entities  shall be deemed to be a
single Principal Stockholder.


      5.9   Publicity

            Each of the Principal  Stockholders  will use its reasonable  best
efforts to  consult  with the  Company  prior to  issuing  any press  release,
making  any  filing  with  any  governmental  entity  or  national  securities
exchange  or making any other  public  dissemination  of  information  by such
Principal  Stockholder  within which this Agreement or the contents hereof are
referenced or described.


      5.10  Appointment of Representative

            Each of the CCI Shareholders  hereby appoints Lumpkin,  with power
of  substitution,  as its exclusive agent to act on its behalf with respect to
any and all actions to be taken under or  amendments  or  modifications  to be
made  to this  Agreement  (the  "Representative").  The  Representative  shall
take, and the CCI Shareholders agree that the  Representative  shall take, any
and all actions which the  Representative  believes are necessary or advisable
under this  Agreement  for and on behalf of each of the CCI  Shareholders,  as
fully  as if each of the  CCI  Shareholders  were  acting  on its own  behalf,
including, without limitation,  dealing with the Company and the other parties
hereto with  respect to all matters  arising  under this  Agreement,  entering
into any amendment or modification to this Agreement  deemed  advisable by the
Representative   and  taking  any  and  all  other  actions  specified  in  or
contemplated  by this  Agreement.  The  Company and the other  parties  hereto
shall  have the  right  to rely  upon all  actions  taken or not  taken by the
Representative  pursuant to this Agreement,  all of which actions or omissions
shall be legally binding upon each of the CCI Shareholders.
<PAGE>

      5.11  Execution in Counterparts

            To  facilitate  execution,  this  Agreement  may be executed in as
many  counterparts as may be required;  and it shall not be necessary that the
signatures  of, or on behalf of, each  party,  or that the  signatures  of all
persons required to bind any party,  appear on each counterpart;  but it shall
be sufficient  that the signature of, or on behalf of, each party, or that the
signatures  of the persons  required to bind any party,  appear on one or more
of the counterparts.  All counterparts shall collectively  constitute a single
agreement.  It shall not be  necessary  in making  proof of this  Agreement to
produce  or  account  for more than a number of  counterparts  containing  the
respective signatures of, or on behalf of, all of the parties hereto.



                 [Remainder of Page Intentionally Left Blank]
<PAGE>

            IN  WITNESS  WHEREOF,  the  undersigned  have  duly  executed  and
delivered  this  Second  Amended  and  Restated  November  1998  Stockholders'
Agreement,  or have caused this Second  Amended  and  Restated  November  1998
Stockholders'  Agreement to be duly executed and delivered on their behalf, as
of the day and year first hereinabove set forth.


MCLEODUSA INCORPORATED



By:  /s/ J. Lyle Patrick
     --------------------
   Name:  J. Lyle Patrick
   Title: Group Vice President/CFO




    /s/ Clark E. McLeod                       /s/ Mary E. McLeod
    --------------------                      -------------------
    Clark E. McLeod                           Mary E. McLeod



ALLIANT ENERGY CORPORATION


By: /s/ James E. Hoffman
    ---------------------
    Name:  James E. Hoffman
    Title: Executive Vice President
             Business Development


ALLIANT ENERGY FOUNDATION, INC.


By: /s/ Edward M. Gleason
    ---------------------
    Name:  Edward M. Gleason
    Title: Treasurer

<PAGE>

IES INVESTMENTS INC.
(n/k/a ALLIANT ENERGY INVESTMENTS, INC.)


By: /s/ James E. Hoffman
    ---------------------
    Name:  James E. Hoffman
    Title: President, Alliant Energy Resources



HEARTLAND PROPERTIES, INC.


By: /s/ Henry Wertheimer
    --------------------
    Name:  Henry Wertheimer
    Title: Vice President/Treasurer



/s/ Richard A. Lumpkin                    /s/ Gail G. Lumpkin
-------------------------                 --------------------
Richard A. Lumpkin                         Gail G. Lumpkin


Margaret Lumpkin Keon Trust               Mary Lee Sparks Trust
dated May 13, 1978                        dated May 13, 1978


/s/ Margaret Lumpkin Keon                 /s/ Mary Lee Sparks
-------------------------                 --------------------
Margaret Lumpkin Keon, as Trustee         Mary Lee Sparks, as Trustee


                                          /s/ Steven L. Grissom
                                          ----------------------
                                          Steven L. Grissom, as Trustee
/s/ Mary Lee Sparks
-------------------
Mary Lee Sparks

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                            <C>

The twelve trusts created under the Mary Green             The twelve trusts created under the Richard Adamson
Lumpkin Gallo Trust Agreement dated December 29,           Lumpkin Grandchildren's Trust dated September 5, 1980,
1989 one for the benefit of each of:                       one for the benefit of each of:

    Joseph John Keon III,                                        Joseph John Keon III,
    Katherine Stoddert Keon,                                     Katherine Stoddert Keon,
    Lisa Anne Keon,                                              Lisa Anne Keon,
    Margaret Lynley Keon,                                        Margaret Lynley Keon,
    Pamela Keon Vitale,                                          Pamela Keon Vitale,
    Susan Tamara Keon DeWyngaert,                                Susan Tamara Keon DeWyngaert,
    Benjamin Iverson Lumpkin,                                    Benjamin Iverson Lumpkin,
    Elizabeth Arabella Lumpkin,                                  Elizabeth Arabella Lumpkin,
    Anne Romayne Sparks,                                         Anne Romayne Sparks,
    Barbara Lee Sparks,                                          Barbara Lee Sparks,
    Christina Louise Sparks, and                                 Christina Louise Sparks, and
    John Woodruff Sparks                                         John Woodruff Sparks


Bank One, Texas, N.A., Trustee                              Bank One, Texas, N.A., Trustee



By: /s/ Frank A. Glispin                                    By: /s/ Frank A. Glispin
    --------------------                                        --------------------
    Name:  Frank A. Glispin                                     Name:  Frank A. Glispin
    Title: Relationship Manager                                 Title: Relationship Manager
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                             <C>
The three trusts established by Richard              The twelve 1990 Personal Income Trusts established
Adamson Lumpkin under Trust Agreement dated          by Margaret L. Keon, Mary Lee Sparks, and Richard A.
February 6, 1970, one for the benefit of each of:    Lumpkin, each dated April 20, 1990, one for the benefit
                                                     of each of:
    Richard Anthony Lumpkin,                                     Joseph John Keon III,
    Margaret Anne Keon, and                                      Katherine Stoddert Keon,
    Mary Lee Sparks                                              Lisa Anne Keon,
                                                                 Margaret Lynley Keon,
                                                                 Pamela Keon Vitale,
Bank One, Texas, N.A., Trustee                                   Susan Tamara Keon DeWyngaert,
                                                                 Benjamin Iverson Lumpkin,
                                                                 Elizabeth Arabella Lumpkin,
By: /s/ Frank A. Glispin                                         Anne Romayne Sparks,
    --------------------                                         Barbara Lee Sparks,
    Name:  Frank A. Glispin                                      Christina Louise Sparks, and
    Title: Relationship Manager                                  John Woodruff Sparks


                                                       /s/ David R. Hodgman
                                                       ---------------------
                                                       David R. Hodgman, Trustee



                                                      /s/ Steven L. Grissom
                                                      --------------------
                                                      Steven L. Grissom, Trustee
</TABLE>
<PAGE>

                                SCHEDULE I


Richard A. Lumpkin

Gail G. Lumpkin

Margaret  Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon Trust dated
May 13, 1978

Mary Lee Sparks  and Steven L.  Grissom,  as  Trustees  of the Mary Lee Sparks
Trust dated May 13, 1978

Mary Lee Sparks

Bank One, Texas,  N.A., as Trustee of the twelve trusts created under the Mary
Green  Lumpkin  Gallo Trust  Agreement  dated  December 29, 1989,  one for the
benefit of each of Joseph John Keon III,  Katherine  Stoddert Keon,  Lisa Anne
Keon, Margaret Lynley Keon, Pamela Keon Vitale,  Susan Tamara Keon DeWyngaert,
Benjamin Iverson Lumpkin,  Elizabeth  Arabella  Lumpkin,  Anne Romayne Sparks,
Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks

Bank One,  Texas,  N.A.,  as Trustee of the twelve  trusts  created  under the
Richard  Adamson  Lumpkin  Grandchildren's  Trust dated September 5, 1980, one
for the  benefit of each of Joseph  John Keon III,  Katherine  Stoddert  Keon,
Lisa Anne Keon,  Margaret Lynley Keon,  Pamela Keon Vitale,  Susan Tamara Keon
DeWyngaert,   Benjamin  Iverson  Lumpkin,  Elizabeth  Arabella  Lumpkin,  Anne
Romayne  Sparks,  Barbara  Lee  Sparks,  Christina  Louise  Sparks,  and  John
Woodruff Sparks

Bank One, Texas,  N.A., as Trustee of the three trusts  established by Richard
Adamson  Lumpkin under the Trust Agreement dated February 6, 1970, one for the
benefit of each of Richard Anthony  Lumpkin,  Margaret Anne Keon, and Mary Lee
Sparks

David R.  Hodgman  and Steven L.  Grissom,  as  Trustees  of the  twelve  1990
Personal Income Trusts  established by Margaret L. Keon, Mary Lee Sparks,  and
Richard A. Lumpkin,  each dated April 20, 1990, one for the benefit of each of
Joseph  John Keon III,  Katherine  Stoddert  Keon,  Lisa Anne  Keon,  Margaret
Lynley  Keon,  Pamela Keon  Vitale,  Susan  Tamara Keon  DeWyngaert,  Benjamin
Iverson Lumpkin,  Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee
Sparks, Christina Louise Sparks, and John Woodruff Sparks