EXHIBIT 10.2


                    THIRD AMENDED AND RESTATED

               NOVEMBER 1998 STOCKHOLDERS' AGREEMENT



           This  Third   Amended   and   Restated   November   1998
Stockholders'  Agreement  (this  "Agreement") is entered into as of
March 10, 2000,  by and among  McLeodUSA  Incorporated,  a Delaware
corporation  (the  "Company");   Alliant  Energy   Corporation,   a
Wisconsin  corporation ("AEC");  Alliant Energy Investments,  Inc.,
an Iowa  corporation  and indirect  wholly owned  subsidiary of AEC
("AEI");  Heartland  Properties,  Inc., a Wisconsin corporation and
indirect  wholly  owned  subsidiary  of  AEC   ("Heartland");   LNT
Communications   LLC,  an  Iowa  limited   liability   company  and
indirect  wholly owned  subsidiary of AEC ("LNT");  Alliant  Energy
Foundation,  Inc., a Wisconsin corporation  (non-profit) ("AEF" and
together  with AEC, AEI,  Heartland  and LNT, the "AEC  Entities");
Clark E. McLeod  ("McLeod");  Mary E. McLeod (together with McLeod,
the "McLeods");  Richard A. Lumpkin  ("Lumpkin") and certain of the
former  shareholders of Consolidated  Communications  Inc.  ("CCI")
and  certain  permitted  transferees  of  certain of the former CCI
shareholders  in each  case who are  listed  in  Schedule  I hereto
(the  "Principal CCI  Shareholders");  and for purposes of Sections
4,  5.6,  5.8(b),  5.11  and the  first  and  second  sentences  of
Section  5.3 only,  certain of the other  former  CCI  shareholders
and certain  permitted  transferees  of certain of the other former
CCI  shareholders  in each  case  who are  listed  in  Schedule  II
hereto  (the  "Other CCI  Shareholders").   The AEC  Entities,  the
McLeods,  and  Lumpkin  and  the  Principal  CCI  Shareholders  are
referred to herein  collectively  as the  "Principal  Stockholders"
and individually as a "Principal Stockholder."

           WHEREAS,  the Company,  AEC,  AEI,  Heartland,  AEF, the
McLeods,  Lumpkin,  the  Principal CCI  Shareholders  and the Other
CCI  Shareholders  are  parties to a Second  Amended  and  Restated
November  1998   Stockholders'   Agreement,   entered  into  as  of
December 17, 1999 (the "Second  Amended and Restated  November 1998
Stockholders' Agreement");

           WHEREAS,  the Company,  AEC,  AEI,  Heartland,  AEF, the
McLeods,  Lumpkin and the Principal CCI Shareholders  desire to add
LNT as a party to this  Agreement  as a result of the  transfer  of
certain  shares of the Company's  Class A common  stock,  par value
$.01 per share (the "Class A Common  Stock"),  by an Affiliate  (as
defined in Section 1.2) of AEC to LNT;

           WHEREAS,  the Other CCI Shareholders no longer desire to
be parties to this  Agreement  and the  Company  and the  Principal
Stockholders  desire to  terminate  the Other CCI  Shareholders  as
parties to this Agreement;

           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,  the
Other  CCI  Shareholders  and  certain  other  stockholders  of the
Company are  entering  into an  amendment  and  restatement  of the
Second Amended and Restated January 1999  Stockholders'  Agreement,
entered into as of December 17, 1999; and

           WHEREAS,  the  Company  and the  Principal  Stockholders
desire  to amend  and  restate  the  Second  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  two  million  five  hundred  thousand  (2,500,000)
shares of 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 two million five hundred
          thousand  (2,500,000)  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  Principal  CCI  Shareholders  collectively  beneficially  and
          continuously   own  at  least  two  million  five   hundred   thousand
          (2,500,000)  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
          two million five hundred thousand (2,500,000) shares of 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 two million five  hundred  thousand
          (2,500,000)  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 (d)
          above no longer  collectively  beneficially  and  continuously  own at
          least two million five hundred thousand  (2,500,000) 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

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


      1.2  Definitions

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

                (a)  "Affiliate"  and  "Associate"  shall  have the
                respective  meanings ascribed to such terms in Rule
                12b-2 under the  Securities  Exchange  Act of 1934,
                as amended (the "Exchange Act").

                (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  Third
                Amended and  Restated  January  1999  Stockholders'
                Agreement (as defined in Section 1.2).

                (c)  "Effective Date" shall mean March 10, 2000.

                (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,   AEI,  the  McLeods,
                Lumpkin and certain other stockholders.

                (f)  "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.

                (g)  "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.

                (h)  "Third  Amended  and  Restated   January  1999
                Stockholders'   Agreement"  shall  mean  the  Third
                Amended and  Restated  January  1999  Stockholders'
                Agreement,  entered into as of March 10,  2000,  by
                and among the Company, the Principal  Stockholders,
                the Other CCI  Shareholders,  M/C Investors  L.L.C.
                and   Media/Communications   Partners  III  Limited
                Partnership.



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  Principal CCI  Shareholder  may
transfer  Securities to any other  Principal CCI  Shareholder,  the
spouse of a Principal CCI  Shareholder,  or a lineal  descendant of
a Principal  CCI  Shareholder  (or a trust for the primary  benefit
of any one or more of a Principal  CCI  Shareholder,  the spouse of
a  Principal  CCI  Shareholder,   or  a  lineal   descendant  of  a
Principal CCI  Shareholder  or a partnership  or limited  liability
company  owned  and  managed  solely by one or more  Principal  CCI
Shareholders,  spouses of  Principal  CCI  Shareholders  and lineal
descendants  of Principal CCI  Shareholders),  or, in the case of a
Principal 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  Principal  CCI  Shareholders,
spouses of Principal CCI  Shareholders  and lineal  descendants  of
Principal  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  Principal  CCI  Shareholder  transferee
pursuant to the foregoing proviso,  a "CCI Permitted  Transferee"),
and any  such  transfer  shall  not  constitute  a  "Transfer"  for
purposes  of this  Agreement.  Notwithstanding  the  foregoing,  no
party  hereto  shall  avoid the  provisions  of this  Agreement  by
making  one  or  more  transfers  to  one  or  more  AEC  Permitted
Transferees or CCI Permitted  Transferees,  as the case may be, and
then at any time  directly or  indirectly  disposing  of all or any
portion  of  such  party's  interest  in  any  such  AEC  Permitted
Transferee  or CCI  Permitted  Transferee,  as the case may be.  In
the event that the Board of  Directors  consents to any Transfer of
Securities   by  a   Principal   Stockholder   pursuant   to   this
Section 3.1(a)   upon  the  written   request  of  such   Principal
Stockholder  (the   "Transferring   Stockholder")   and  except  as
otherwise  provided in Section  3.1(b) and Section 3.2,  each other
Principal  Stockholder  shall,  notwithstanding  the  provisions of
this Section  3.1(a),  have the right to Transfer a  percentage  of
the  total  number  of  Securities   beneficially   owned  by  such
Principal  Stockholder  equal to the percentage of the total number
of Securities  beneficially  owned by the Transferring  Stockholder
that the Board of Directors  has consented  may be  Transferred  by
such  Transferring  Stockholder.  The parties  acknowledge that any
Transfer  pursuant  to this  Section  3.1(a)  to which the Board of
Directors has  consented may be in connection  with, or as part of,
a  private  placement  by the  Company  of,  or  other  transaction
involving, its Securities.

           (b) In addition  to the  provisions  of Section  3.1(a),
for the period  commencing  for the quarter  ending  March 31, 2000
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
March 31,  2000 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  Principal CCI  Shareholders  shall be deemed to be a single
Principal  Stockholder  and the AEC Entities  shall be deemed to be
a single Principal Stockholder.

      3.2  Registration Rights

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

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


           (c)  In the event the Company  proposes to register  any
shares of Class A Common  Stock under the  Securities  Act pursuant
to an  underwritten  primary  offering  (other  than  pursuant to a
registration  statement  on Form S-4 or Form  S-8 or any  successor
forms  thereto or other form which  would not permit the  inclusion
of  the   shares  of  Class  A  Common   Stock  of  the   Principal
Stockholders),   the  Company,   as  determined  by  the  Board  of
Directors,   shall   give   written   notice   to   all   Principal
Stockholders  of its  intention  to  effect  such  a  registration.
Following any such notice,  the Board of Directors  shall undertake
to determine  the  aggregate  number,  if any, of shares of Class A
Common Stock held by the Principal  Stockholders  (not to exceed in
the  aggregate  on a per year  basis a number  of shares of Class A
Common  Stock equal to fifteen  percent  (15%) of the total  number
of  shares  of  Class A  Common  Stock  beneficially  owned  by the
Principal  Stockholders  as of December 31, 1998 (and which, in the
aggregate  for Lumpkin and all of the  Principal  CCI  Shareholders
(based  on  the  termination  of  the  Other  CCI  Shareholders  as
parties to this  Agreement) on a pre-Stock  Split basis, is fifteen
percent  (15%)  of  2,755,651  shares  of  Class A  Common  Stock),
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.


           (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 Principal 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  Principal  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  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:

           4.1.1Authorization

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

           4.1.2Binding 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).


      4.2  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:

           4.2.1Power 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.

           4.2.2Binding 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:

           4.3.1Authorization

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

           4.3.2Binding Obligation

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


5. MISCELLANEOUS


      5.1  Effect of Changes in Capitalization

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


      5.2  Additional Actions and Documents

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


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

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


      5.4  Limitation on Benefit

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


      5.5  Binding Effect; Specific Performance

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


      5.6  Governing Law

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


      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:

                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 Principal 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.


      5.8  Termination

           (a)  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 Principal 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 (and which,  in the
aggregate  for Lumpkin and all of the  Principal  CCI  Shareholders
(based  on  the  termination  of  the  Other  CCI  Shareholders  as
parties to this  Agreement) on a pre-Stock  Split basis, is fifteen
percent  (15%)  of  2,755,651  shares  of  Class A  Common  Stock),
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 the  Company  and the  other  Principal
Stockholders  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(a),  this Agreement  shall  terminate
on the Expiration  Date. For purposes of this Section  5.8(a),  the
McLeods  shall  be  deemed  to be a single  Principal  Stockholder,
Lumpkin and all of the Principal CCI  Shareholders  shall be deemed
to be a single  Principal  Stockholder  and the AEC Entities  shall
be deemed to be a single Principal Stockholder.

           (b)  This  Agreement is hereby  terminated  with respect
to each of the Other CCI  Shareholders,  such that all  rights  and
obligations  hereunder shall cease,  and this Agreement shall be of
no further  force or effect,  with respect to each of the Other CCI
Shareholders.


      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 Principal 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
Principal  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  Principal  CCI  Shareholders,  as  fully as if each of
the  Principal  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  Principal
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.




           [Remainder of Page Intentionally Left Blank]

<PAGE>

           IN WITNESS  WHEREOF,  the undersigned have duly executed
and  delivered  this  Third  Amended  and  Restated  November  1998
Stockholders'  Agreement,  or have  caused  this Third  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



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



LNT COMMUNICATIONS LLC
By:  Alliant Energy Resources, Inc., its sole member


By:  /s/ James E. Hoffman
     ---------------------------------
     Name:  James E. Hoffman
     Title: President




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



<PAGE>

The two trusts created under the Mary Green Lumpkin Gallo Trust
Agreement dated December 29, 1989, one for the benefit of each
of:
    Benjamin Iverson Lumpkin
    Elizabeth Arabella Lumpkin



United States Trust Company
 of New York, Trustee



By:  /s/ Loraine B. Tsavaris
     ---------------------------------
     Name:  Loraine B. Tsavaris
     Title:  Managing Director


The trust established by Richard Adamson Lumpkin under the Trust
Agreement dated February 6, 1970, for the benefit of Richard
Anthony Lumpkin



United States Trust Company
 of New York, Trustee


By:  /s/ Loraine B. Tsavaris
     -------------------------------
     Name:  Loraine B. Tsavaris
     Title: Managing Director


The two trusts created under the Richard Adamson Lumpkin
Grandchildren's Trust dated September 5, 1980, one for the
benefit of each of:
    Benjamin Iverson Lumpkin
    Elizabeth Arabella Lumpkin


United States Trust Company
 of New York, Trustee


By:  /s/ Loraine B. Tsavaris
     ---------------------------------
     Name:  Loraine B. Tsavaris
     Title: Managing Director

The two 1990 Personal Income Trusts established by Richard A.
Lumpkin, dated April 20, 1990, one for the benefit of each of:
    Benjamin Iverson Lumpkin
    Elizabeth Arabella Lumpkin

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

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

<PAGE>



FOR  PURPOSES OF SECTIONS  4, 5.6,  5.8(b),  5.11 AND THE FIRST AND
SECOND SENTENCES OF SECTION 5.3 ONLY:


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>


The ten 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,
    Anne Romayne Sparks,
    Barbara Lee Sparks,
    Christina Louise Sparks, and
    John Woodruff Sparks



United States Trust Company
  of New York, Trustee


By:  /s/ Loraine B. Tsavaris
     ---------------------------------
     Name:  Loraine B. Tsavaris
     Title: Managing Director


The ten 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,
    Anne Romayne Sparks,
    Barbara Lee Sparks,
    Christina Louise Sparks, and
    John Woodruff Sparks


United States Trust Company
  of New York, Trustee


By:  /s/ Loraine B. Tsavaris
     ----------------------------
     Name:  Loraine B. Tsavaris
     Title: Managing Director


The two trusts established by Richard Adamson Lumpkin under the
Trust Agreement dated February 6, 1970, one for the benefit of
each of:
    Margaret Anne Keon, and
    Mary Lee Sparks

United States Trust Company
  of New York, Trustee



By:  /s/ Loraine B. Tsavaris
     ----------------------------
     Name:  Loraine B. Tsavaris
     Title: Managing Director


The ten 1990 Personal Income Trusts established by Margaret L.
Keon and Mary Lee Sparks, 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,
    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
<PAGE>


                            SCHEDULE I


Richard A. Lumpkin

Gail G. Lumpkin

United  States Trust  Company of New York, as Trustee of two trusts
created under the Mary Green Lumpkin  Gallo Trust  Agreement  dated
December  29,  1989,  one for  the  benefit  of  each  of  Benjamin
Iverson Lumpkin and Elizabeth Arabella Lumpkin.

United  States Trust  Company of New York, as Trustee of two trusts
created under the Richard  Adamson  Lumpkin  Grandchildren's  Trust
dated  September  5, 1980,  one for the benefit of each of Benjamin
Iverson Lumpkin and Elizabeth Arabella Lumpkin.

United  States Trust  Company of New York,  as Trustee of the trust
established by Richard  Adamson  Lumpkin under the Trust  Agreement
dated  February  6,  1970,  for  the  benefit  of  Richard  Anthony
Lumpkin.

David R.  Hodgman  and Steven L.  Grissom,  as Trustees of two 1990
Personal  Income Trusts  established  by Richard A.  Lumpkin,  each
dated  April 20,  1990,  one for the  benefit  of each of  Benjamin
Iverson Lumpkin and Elizabeth Arabella Lumpkin.
<PAGE>

                            SCHEDULE II


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

United  States Trust  Company of New York, as Trustee of ten 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,
Anne Romayne Sparks,  Barbara Lee Sparks,  Christina Louise Sparks,
and John Woodruff Sparks.

United  States Trust  Company of New York, as Trustee of ten 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,
Anne Romayne Sparks,  Barbara Lee Sparks,  Christina Louise Sparks,
and John Woodruff Sparks.

United  States Trust  Company of New York, as Trustee of two trusts
established by Richard  Adamson  Lumpkin under the Trust  Agreement
dated  February  6, 1970,  one for the  benefit of each of Margaret
Anne Keon and Mary Lee Sparks.

David R.  Hodgman  and Steven L.  Grissom,  as Trustees of ten 1990
Personal  Income  Trusts  established  by Margaret L. Keon and Mary
Lee  Sparks,  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,  Anne  Romayne  Sparks,  Barbara Lee Sparks,  Christina
Louise Sparks, and John Woodruff Sparks.