EXHIBIT 10.16

                        SECOND AMENDED AND RESTATED

                     JANUARY 1999 STOCKHOLDERS' AGREEMENT



            This  Second  Amended  and  Restated  January  1999  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");
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");  and M/C  Investors  L.L.C.,  a  Delaware  limited
liability  company ("M/C  Investors")  and  Media/Communications  Partners III
Limited  Partnership,  a Delaware  limited  partnership  ("M/C  Partners"  and
together with M/C Investors,  the"M/C Stockholders").  The AEC Entities,  the
McLeods,  Lumpkin and the CCI Shareholders party hereto are referred to herein
collectively as the"Original  Stockholders"  and individually as an"Original
Stockholder."

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

            WHEREAS,  the  Company,   IES,  the  McLeods,   Lumpkin,  the  CCI
Shareholders party hereto and the M/C Stockholders  desire to add each of AEC,
Heartland  and AEF as a party  to this  Agreement  and to make  certain  other
changes in accordance with the terms herein set forth;

            WHEREAS,  the  Company,  the  Original  Stockholders  and  the M/C
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  execution  and  delivery  of  this
Agreement,  the Company and the Original  Stockholders  are  entering  into an
amendment  and   restatement   of  the  Amended  and  Restated   November 1998
Stockholders' Agreement, entered into as of September 15, 1999; and
<PAGE>

            WHEREAS,  the  Company,  the  Original  Stockholders  and  the M/C
Stockholders  desire to amend and restate the  Amended  and  Restated  January
1999  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.    [INTENTIONALLY DELETED]


2.    VOTING AGREEMENT


      2.1   Board of Directors

      For the period  commencing on the Effective  Date (as defined in Section
2.2) and ending on the  Expiration  Date (as  defined in  Section  2.2),  each
Original  Stockholder  and the  M/C  Stockholders,  for so  long as each  such
Original  Stockholder and the M/C  Stockholders  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 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 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 Class A Common Stock  (subject to
          adjustment pursuant to Section 5.1);
<PAGE>

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

     (f)  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  (e) 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 (e) above no longer  collectively  beneficially
          and continuously  owning at least five million  (5,000,000)  shares of
          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 (e) above no longer  collectively
          beneficially and  continuously  own at least five million  (5,000,000)
          shares of 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

     (g)  to cause to be elected to the Board, if and as nominated by the Board,
          up to seven (7) non-employee directors.

            For purposes of this Section 2.1, (i) the McLeods  shall be deemed
to be a single Original Stockholder of the Company,  (ii) the M/C Stockholders
shall  be  deemed  to be a  single  stockholder  of the  Company,  and the M/C
Stockholders  shall be  deemed  to own  shares "continuously"  as long as the
shares of the M/C  Stockholders  are owned by the M/C  Stockholders  or an M/C
Stockholder  Permitted  Transferee (as defined in Section 3.1),  (iii) Lumpkin
and all of the CCI  Shareholders  shall  be  deemed  to be a  single  Original
Stockholder of the Company,  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 the
Second Amended and Restated November 1998 Stockholders'  Agreement (as defined
in Section  2.2)),  and (iv) the AEC  Entities  shall be deemed to be a single
Original  Stockholder of the Company,  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 the Second
Amended and Restated November 1998 Stockholders' Agreement).
<PAGE>
      2.2   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").

                  (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.
<PAGE>

                  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  November  1998  Stockholders'
                  Agreement.

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

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

                  (e)  "Merger"    shall   mean   the   merger   of   Ovation
                  Communications,   Inc.  with  and  into  Bravo   Acquisition
                  Corporation  pursuant  to the  terms and  conditions  of the
                  Merger Agreement.

                  (f)  "Merger  Agreement"  shall mean the Agreement and Plan
                  of Merger,  dated as of  January  7, 1999,  by and among the
                  Company,    Bravo    Acquisition    Corporation,     Ovation
                  Communications,  Inc.  and  certain of the  stockholders  of
                  Ovation Communications, Inc.

                  (g)  "Second    Amended   and   Restated    November   1998
                  Stockholders'  Agreement"  shall mean the Second Amended and
                  Restated  November  1998  Stockholders'  Agreement,  entered
                  into as of December 17,  1999,  by and among the Company and
                  the Original Stockholders.

                  (h)  "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.


3.    TRANSFERS OF SECURITIES


      3.1   Restrictions on Transfers

            (a)   Except as otherwise  provided in this Section 3.1 or Section
3.2, the M/C  Stockholders  hereby agree that until the  Expiration  Date, the
M/C Stockholders will not offer,  sell,  contract to sell, grant any option to
purchase, or otherwise dispose of, directly or indirectly,  ("Transfer"),  any

<PAGE>

equity  securities of the Company or any other securities  convertible into or
exercisable for such equity securities  ("Securities")  beneficially  owned by
such M/C  Stockholders as a result of the Merger  (including  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  the  M/C  Stockholders  may  transfer
Securities to any beneficial  owner or Affiliate of the M/C  Stockholders,  in
each case  provided  that (i) such  transfer  is done in  accordance  with the
transfer  restrictions  applicable to such Securities  under federal and state
securities  laws and  (ii)  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 an M/C  Stockholder  with  respect  to the shares  being  transferred
pursuant to this Section (any such M/C Stockholder  transferee pursuant to the
foregoing proviso, an"M/C Stockholder  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 M/C  Stockholder
Permitted  Transferees  and then at any time directly or indirectly  disposing
of all or any portion of such  party's  interest  in any such M/C  Stockholder
Permitted  Transferee.  In the event that the Board of  Directors  consents to
any Transfer of  Securities by a Principal  Stockholder  (for purposes of this
Agreement,  the term "Principal  Stockholder"  shall have the same meaning as
ascribed  to such  term in the  Second  Amended  and  Restated  November  1998
Stockholders'  Agreement) pursuant to Section 3.1(a) of the Second Amended and
Restated  November 1998  Stockholders'  Agreement upon the written  request of
such Principal Stockholder (the"Transferring  Principal  Stockholder") during
the period  commencing  on January 1, 2000 and ending on the  Expiration  Date
and except as  otherwise  provided  in Section  3.1(b) and Section 3.2 of this
Agreement, the M/C Stockholders 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  the  M/C  Stockholders  equal  to the
percentage  of the  total  number  of  Securities  beneficially  owned  by the
Transferring  Principal  Stockholder that the Board of Directors has consented
may be Transferred by such Transferring  Principal  Stockholder.  In the event
the Board of  Directors  consents  to any  Transfer of  Securities  by the M/C
Stockholders  pursuant to this Section 3.1(a) upon the written  request of the
M/C  Stockholders  (the "Transferring  M/C  Stockholders"),   and  except  as
otherwise  provided in Section  3.1(b) and  Section 3.2 of the Second  Amended
and  Restated   November  1998   Stockholders'   Agreement,   each   Principal
Stockholder  shall,  notwithstanding  the  provisions of Section 3.1(a) of the
Second Amended and Restated November 1998  Stockholders'  Agreement,  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 M/C Stockholders
that  the  Board  of  Directors  has  consented  may be  Transferred  by  such
Transferring M/C Stockholders.
<PAGE>

            (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
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  one hundred  thousand
(100,000)  shares of Class A Common Stock per quarter,  subject to  adjustment
pursuant to Section 5.1) that may be Transferred by the M/C 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),  the M/C Stockholders 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 the  Transfer
Amount,  if any, for such Transfer Period.  In no event shall any portion of a
Transfer  Amount  that  is not  utilized  by the  M/C  Stockholders  during  a
Transfer  Period  be  reallocated  or  otherwise  credited  to any  subsequent
Transfer  Periods.  Notwithstanding  the foregoing  provisions of this Section
3.1(b), to the extent that the Company permits the Principal  Stockholders the
opportunity  to Transfer  shares of Class A Common  Stock  pursuant to Section
3.1(b)  of  the  Second  Amended  and  Restated  November  1998  Stockholders'
Agreement  during the period  commencing  on January 1, 2000 and ending on the
Expiration  Date, the Company shall grant the M/C Stockholders the opportunity
to  Transfer  on the same terms and  conditions  a number of shares of Class A
Common  Stock equal to the number of shares which each  Principal  Stockholder
is entitled to Transfer pursuant to such Section 3.1(b),  without  considering
those  provisions  of  Section  3.1(b)  of the  Second  Amended  and  Restated
November 1998 Stockholders'  Agreement relating to the reallocation of amounts
among  the  Principal  Stockholders.  To the  extent  the Board  determines  a
Transfer  Amount  with  respect  to the M/C  Stockholders  for any  particular
quarter  pursuant to this Section  3.1(b),  the Board shall determine an equal
Transfer  Amount for such quarter with respect to each  Principal  Stockholder
pursuant to Section  3.1(b) of the Second  Amended and Restated  November 1998
Stockholders' Agreement.

            (c)   For the period  commencing for the quarter  ending  December
31, 1999 and ending on the  Expiration  Date,  the Company  shall give the M/C
Stockholders  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,  the M/C Stockholders shall provide written notice to the Company
of the  number  of shares of Class A Common  Stock  that the M/C  Stockholders
desire to Transfer pursuant to Section 3.1(b).
<PAGE>
            (d)   During the year ending  December 31, 1999, to the extent the
Company  participates in a strategic  transaction with an outside  investor(s)
pursuant to which such  investor(s)  acquires  Securities  of the Company at a
premium to the then average  trading  price of the Company's  Securities,  and
after the Company has been paid or  otherwise  received its  consideration  or
proceeds from such  transaction  as  determined  by the Company,  the Original
Stockholders  and the M/C  Stockholders may be entitled to participate in such
transaction on a pro rata basis as determined by the Board of Directors.

            (e)   For  purposes  of this  Section  3.1,  the M/C  Stockholders
shall be deemed to be a single  stockholder of the Company,  the McLeods shall
be deemed to be a single  Principal  Stockholder  of the Company,  Lumpkin and
all  of  the  CCI  Shareholders  shall  be  deemed  to be a  single  Principal
Stockholder  of the  Company  and the AEC  Entities  shall be  deemed  to be a
single Principal Stockholder of the Company.


      3.2   Registration Rights

            (a)   In the event that the Board of Directors  consents  pursuant
to  Section  3.1(a)  of  the  Second   Amended  and  Restated   November  1998
Stockholders'  Agreement to a Principal  Stockholder's  request for a Transfer
during the period  commencing on January 1, 2000 and ending on the  Expiration
Date 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 the M/C  Stockholders  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 the M/C Stockholders
equal to the percentage of the total number of Securities  beneficially  owned
by the Transferring  Principal  Stockholder that such  Transferring  Principal
Stockholder is registering  for Transfer under the Securities Act, on the same
terms and conditions as the Transferring Principal  Stockholder.  In the event
that the  Board of  Directors  consents  pursuant  to  Section  3.1(a) of this
Agreement to the M/C Stockholders'  request for a Transfer,  and in connection
therewith  the Company  agrees to  register  Securities  with  respect to such
Transfer  under the  Securities  Act, the Company  shall grant each  Principal
Stockholder  pursuant to Section  3.1(a) of the Second  Amended  and  Restated
November 1998  Stockholders'  Agreement 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  M/C  Stockholders  that such  Transferring  M/C Stockholders are
registering  under the Securities Act, on the same terms and conditions as the
Transferring M/C Stockholders.

            (b)   To the extent  that the Company  grants  pursuant to Section
3.1(b)  of  the  Second  Amended  and  Restated  November  1998  Stockholders'
Agreement a Principal  Stockholder the opportunity to register shares of Class

<PAGE>

A Common  Stock for  Transfer  under the  Securities  Act  during  the  period
commencing on January 1, 2000 and ending on the  Expiration  Date, the Company
shall grant the M/C Stockholders 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,  without  considering  those  provisions of Section
3.1(b)  of  the  Second  Amended  and  Restated  November  1998  Stockholders'
Agreement  relating  to  the  reallocation  of  amounts  among  the  Principal
Stockholders.  To the  extent  that the  Company  grants  pursuant  to Section
3.1(b) of this  Agreement the M/C  Stockholders  the  opportunity  to register
shares of Class A Common  Stock for  Transfer  under the  Securities  Act, the
Company shall grant each Principal  Stockholder  pursuant to Section 3.1(b) of
the Second  Amended and Restated  November  1998  Stockholders'  Agreement 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)   For the period  commencing  on January 1, 2000 and ending on
the Expiration  Date, 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 M/C
Stockholders),  the Company,  as determined  by the Board of Directors,  shall
give written notice to the M/C  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 M/C  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 M/C  Stockholders  as of the  Effective  Time  (as
defined in the Merger  Agreement) in connection  with the  consummation of the
Merger,  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 M/C  Stockholders  in connection with such offering during
such  period.  If the Board  determines  to register  shares of Class A Common
Stock  held by the M/C  Stockholders  pursuant  to this  Section  3.2(c),  the
Company will promptly  give written  notice of such  determination  to the M/C
Stockholders,  and  thereupon  the Company  will use  commercially  reasonable
efforts to effect the  registration of that portion of the Registrable  Amount
that  the  M/C  Stockholders  indicate  a  desire  to  register.   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 the M/C Stockholders  shall be customary  taking into account,  among other
things,  the nature of the  offering  and the M/C  Stockholders'  relationship
with the Company,  and (ii) the Company shall be responsible  for all expenses

<PAGE>

with  respect to such  registration  other  than  underwriting  discounts  and
commissions  allocable  to the Class A Common  Stock of the M/C  Stockholders,
which  underwriting  discounts and commissions shall be the  responsibility of
the  M/C  Stockholders.  Notwithstanding  the  foregoing  provisions  of  this
Section  3.2(c),  to the extent  that the Company  grants  pursuant to Section
3.2(c)  of  the  Second  Amended  and  Restated  November  1998  Stockholders'
Agreement the Principal  Stockholders  the  opportunity to register  shares of
Class A Common Stock for Transfer  under the  Securities Act during the period
commencing on January 1, 2000 and ending on the  Expiration  Date, the Company
shall grant the M/C  Stockholders  the opportunity to register shares of Class
A Common  Stock on a  substantially  similar  basis.  To the  extent  that the
Company  grants   pursuant  to  Section  3.2(c)  of  this  Agreement  the  M/C
Stockholders  the  opportunity to register  shares of Class A Common Stock for
Transfer  under the  Securities  Act, the Company  shall grant each  Principal
Stockholder  pursuant to Section  3.2(c) of the Second  Amended  and  Restated
November 1998  Stockholders'  Agreement the  opportunity to register shares of
Class A Common Stock on a substantially similar basis.

            (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 the M/C
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 M/C  Stockholders.  If the Board  determines to register shares of Class A
Common Stock held by the M/C  Stockholders  pursuant to this  Section  3.2(d),
the Company will promptly  give written  notice of such  determination  to the
M/C Stockholders,  and thereupon the Company will use commercially  reasonable
efforts to effect the  registration of that portion of the Registrable  Amount
that  the  M/C  Stockholders  indicate  a  desire  to  register.   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 the M/C Stockholders  shall be customary  taking into account,  among other
things,  the nature of the  offering  and the M/C  Stockholders'  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 M/C  Stockholders,
which  underwriting  discounts and commissions shall be the  responsibility of
the  M/C  Stockholders.  Notwithstanding  the  foregoing  provisions  of  this
Section  3.2(d),  to the extent  that the Company  grants  pursuant to Section
3.2(d)  of  the  Second  Amended  and  Restated  November  1998  Stockholders'
Agreement the Principal  Stockholders  the  opportunity to register  shares of
Class A Common Stock for Transfer  under the  Securities Act during the period
commencing on January 1, 2000 and ending on the  Expiration  Date, the Company
shall grant the M/C  Stockholders  the opportunity to register shares of Class
A Common  Stock on a  substantially  similar  basis.  To the  extent  that the
Company  grants   pursuant  to  Section  3.2(d)  of  this  Agreement  the  M/C
Stockholders  the  opportunity to register  shares of Class A Common Stock for
Transfer  under the  Securities  Act, the Company  shall grant each  Principal
Stockholder  pursuant to Section  3.2(d) of the Second  Amended  and  Restated
November 1998  Stockholders'  Agreement the  opportunity to register shares of
Class A Common Stock on a substantially similar basis.
<PAGE>

            (e)   For  purposes  of this  Section  3.2,  the M/C  Stockholders
shall be deemed to be a single  stockholder of the Company,  the McLeods shall
be deemed to be a single  Principal  Stockholder  of the Company,  Lumpkin and
all  of  the  CCI  Shareholders  shall  be  deemed  to be a  single  Principal
Stockholder  of the  Company  and the AEC  Entities  shall be  deemed  to be a
single Principal Stockholder of the Company.

            (f)   Notwithstanding  any other provision of this  Agreement,  to
the extent the  Company  has  undertaken  to  register  Securities  of the M/C
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;  provided that to the extent the Principal  Stockholders  are also
participating  in such  registration,  the M/C  Stockholders and the Principal
Stockholders will be treated on a substantially  similar basis with respect to
any  such  determination  not to  register  Securities  or the  withdrawal  or
abandonment of a registration  statement  previously  filed as contemplated by
this Section 3.2(f).


4.    REPRESENTATIONS AND WARRANTIES


      4.1   Representations and Warranties of Non-individual Stockholders

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

            4.1.1   Authorization

            Such  party 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
party,  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 party  pursuant  hereto,  when  executed and  delivered in
accordance  with  the  provisions  hereof,   shall  be  a  valid  and  binding
obligation of such party,  enforceable in accordance  with its terms (with the
aforesaid exceptions).
<PAGE>

      4.2   Representations and Warranties of Individual Stockholders

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

            4.2.1   Power and Authority

            Such  party  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
party,  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 party  pursuant  hereto,  when  executed and  delivered in
accordance  with  the  provisions  hereof,   shall  be  a  valid  and  binding
obligation of such party,  enforceable in accordance  with its terms (with the
aforesaid exceptions).


      4.3   Representations and Warranties of the Company

            The Company  hereby  represents  and  warrants,  as of the date of
this Agreement, to each party 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).
<PAGE>

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.


      5.3   Entire Agreement; Amendment

            Other  than  the  Second   Amended  and  Restated   November  1998
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.  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.  Any  amendment,  modification  or  discharge  of  this
Agreement  to be  enforced  against  the M/C  Stockholders  shall be valid and
binding with respect to all M/C  Stockholders if such amendment,  modification
or discharge is executed by those M/C  Stockholders  holding a majority of the
shares of Class A Common  Stock issued to the M/C  Stockholders  in the Merger
(including  distributions  of Securities  with respect to such  Securities and
Securities  acquired  as a  result  of a  stock  split  with  respect  to such
Securities).
<PAGE>

      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).


      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
<PAGE>

            (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

           (iv)   If to the M/C Stockholders:
                  c/o Media/Communications Partners III
                    Limited Partnership
                  75 State Street
                  Boston, Massachusetts  02109
                  Attention:  James F. Wade
                  Facsimile:  (617) 345-7201

                  with a copy to:

                  Edwards & Angell, LLP
                  101 Federal Street
                  Boston, MA  02110
                  Attention:  Stephen O. Meredith, Esq.
                  Facsimile:  (617) 439-4170

            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,

<PAGE>

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.


      5.8   Termination

            (a)   This  Agreement  shall  terminate and be of no further force
or effect as to an  Original  Stockholder  (and not as to the  Company and the
M/C  Stockholders)  at such time as the Second  Amended and Restated  November
1998  Stockholders'  Agreement  shall  terminate and be of no further force or
effect with respect to such Original Stockholder.

            (b)   If (i) during any Annual  Period the Board of Directors  has
not provided the M/C Stockholders a reasonable  opportunity to Transfer shares
of Class A Common Stock pursuant to the  registration of such shares under the
Securities  Act  pursuant to Section 3.2 in an  aggregate  amount equal to not
less  than  fifteen  percent  (15%) of the  total  number of shares of Class A
Common Stock  beneficially  owned by the M/C  Stockholders as of the Effective
Time  in  connection  with  the   consummation  of  the  Merger,   subject  to
appropriate  and  proportionate  adjustment as a result of the Stock Split and
subject to  adjustment  pursuant to Section 5.1 or (ii) after January 1, 2000,
the Second  Amended and Restated  November  1998  Stockholders'  Agreement has
been  terminated  by all  parties  thereto,  then  the  M/C  Stockholders  may
terminate  this  Agreement by providing  written  notice of termination to all
other  parties (x) in the case of clause  (b)(i)  above,  no later than thirty
(30)  days  following  the end of such  Annual  Period  and (y) in the case of
clause (b)(ii) above,  at any time after January 1, 2000, such that all rights
and  obligations  hereunder  shall cease,  and this  Agreement  shall be of no
further force or effect.

            (c)   Unless   otherwise   previously   terminated   by  the   M/C
Stockholders  pursuant to Section  5.8(b),  this Agreement  shall terminate on
the Expiration Date.

            (d)   For  purposes  of this  Section  5.8,  the M/C  Stockholders
shall be deemed to be a single  stockholder of the Company,  the McLeods shall
be deemed to be a single Original Stockholder of the Company,  Lumpkin and all
of the CCI  Shareholders  shall be deemed to be a single Original  Stockholder
of the Company,  and the AEC Entities shall be deemed to be a single  Original
Stockholder of the Company.


      5.9   Publicity

            The M/C  Stockholders  will use their  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 the M/C Stockholders  within
which this Agreement or the contents hereof are referenced or described.
<PAGE>

      5.10  Appointment of Representative

            (a)   Each of the M/C  Stockholders  hereby appoints M/C Partners,
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"M/C  Representative").  The
M/C  Representative  shall take, and the M/C  Stockholders  agree that the M/C
Representative  shall take,  any and all actions which the M/C  Representative
believes are necessary or advisable  under this Agreement for and on behalf of
each of the M/C Stockholders,  as fully as if each of the M/C Stockholders was
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 M/C  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 M/C Representative  pursuant to this Agreement,  all
of which  actions or omissions  shall be legally  binding upon each of the M/C
Stockholders.

            (b)   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"CCI  Representative").  The
CCI  Representative  shall take, and the CCI  Shareholders  agree that the CCI
Representative  shall take,  any and all actions which the CCI  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 was
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 CCI  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 CCI Representative  pursuant to this Agreement,  all
of which  actions or omissions  shall be legally  binding upon each of the CCI
Shareholders.


      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

<PAGE>

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  January  1999   Stockholders'
Agreement,  or have caused  this Second  Amended  and  Restated  January  1999
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



M/C INVESTORS L.L.C.


By: /s/ Peter H.O. Claudy
    ---------------------
    Name:  Peter H.O. Claudy
    Title: Manager



MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP

By:  M/C III L.L.C., its General Partner


By:  /s/ Peter H.O. Claudy
     ---------------------
     Name:  Peter H.O. Claudy
     Title: Manager

<PAGE>

ALLIANT ENERGY CORPORATION, INC.


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


ALLIANT ENERGY FOUNDATION


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



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

<PAGE>

/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