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                                                                    EXHIBIT 4.24

                           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

         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

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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);

               (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).

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         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").

               (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.

               (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.

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               (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
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,

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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
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.

         (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

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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. 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.

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         (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 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.

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:

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                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).

         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).

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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; 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.

                                       9
<PAGE>

         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

                             (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.

                                       10
<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.

         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.

                                       11
<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

                                       12
<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

                                       13
<PAGE>

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., Trustee



By:  /s/ Frank A. Glispin
     -----------------------------
     Name:  Frank A. Glispin
     Title:  Relationship Manager




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,
     MargaretLynley 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., Trustee



By:  /s/ Frank A. Glispin
     -----------------------------
     Name:  Frank A. Glispin
     Title:  Relationship Manager

                                       14
<PAGE>

The three trusts established by Richard Adamson Lumpkin under Trust Agreement
dated February 6, 1970, one for the benefit of each of:

     Richard Anthony Lumpkin,
     Margaret Anne Keon, and
     Mary Lee Sparks

Bank One, Texas, N.A., Trustee

By:  /s/ Frank A. Glispin
     -----------------------------
     Name: Frank A. Glispin
     Title: Relationship Manager

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

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

 /s/ Steven L. Grissom
 -----------------------------
 Steven L. Grissom, Trustee

                                   15
<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

                                       16