EMPLOYMENT AGREEMENT

        THIS AGREEMENT is by and between McLeodUSA, Inc. (the "Company"), and Royce J. Holland (the "Executive"), dated as of January 1, 2006 and effective as of the date hereof (the "Effective Date").

        WHEREAS, the Company desires to have the association and services of the Executive in order to obtain the Executive's experience, skills, abilities, background and knowledge, desires to provide incentive to the Executive to provide valuable future services to the Company,  . . .

EXECUTIVE SEVERANCE AGREEMENT

THIS EXECUTIVE SEVERANCE AGREEMENT (the �Agreement�) by and between McLeodUSA Incorporated (the �Company�), a Delaware corporation with offices at 16479 Dallas Parkway, Bent Tree Tower 2, Seventh Floor, Dallas, Texas 75248, and [insert name] (the �Executive�), is made as of [insert date], 2007 (the �Effective Date�).

WHEREAS, the Executive is currently employed as the Company�s [insert title];

WHEREAS, the Board of Directors of the Company (the �Board�) has determined that appropriate steps should be taken to reinforce and  . . .

$120,000,000

MCLEODUSA INCORPORATED

10¹/2% Senior Second Secured Notes due 2011

REGISTRATION RIGHTS AGREEMENT

September 28, 2006

JEFFERIES & COMPANY, INC.
520 Madison Avenue
12^th Floor
New York, New York 10022

Ladies and Gentlemen:

        McLeodUSA Incorporated, a Delaware corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon the terms set forth in the Purchase Agreement, dated as of September 19, 2006, by and among the Company, the guarantors  . . .

REGISTRATION RIGHTS AGREEMENT

dated as of

January 6, 2006

among

MCLEODUSA INCORPORATED
and
THE HOLDERS OF COMMON STOCK
LISTED ON SCHEDULE I

TABLE OF CONTENTS

STOCKHOLDERS AGREEMENT

dated as of

January 6, 2006

among

MCLEODUSA INCORPORATED
and
THE HOLDERS OF COMMON STOCK
LISTED ON SCHEDULE I