UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person:
Mary Lee Sparks
2438 Campbell Road, N.W.
Albuquerque, New Mexico 87104
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
February 1999
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable):
( ) Director ( ) 10% Owner ( ) Officer (give title below) (x)
Other (specify below)
Member of 13(d) group owning more than 10%
7. Individual or Joint/Group Filing (Check Applicable Line):
( ) Form filed by One Reporting Person
(x) Form filed by More than One Reporting Person
<PAGE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 02/01/99 S 4,615 D $41.63 I By Barbara S. Federico
Common Stock 1998 Spouse CRUT dated
October 27, 1998
02/01/99 S 385 D 41.50 I By Barbara S. Federico
1998 Spouse CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 213,846 (1) I By Barbara S. Federico
1998 Spouse CRUT dated
October 27, 1998
02/01/99 S 4,615 D 41.63 I By Anne S. Whitten 1998
Spouse NIM-CRUT dated
October 27, 1998
02/01/99 S 385 D 41.50 I By Anne S. Whitten 1998
Spouse NIM-CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 163,846 (2) I By Anne S. Whitten 1998
Spouse NIM-CRUT dated
October 27, 1998
02/01/99 S 4,615 D 41.63 I By Christina S. Duncan
1998 Spouse CRUT dated
October 27, 1998
02/01/99 S 385 D 41.50 I By Christina S. Duncan
1998 Spouse CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 213,846 (3) I By Christina S. Duncan
1998 Spouse CRUT dated
October 27, 1998
02/01/99 S 4,615 D 41.63 D(4)
02/01/99 S 385 D 41.50 D(4)
<PAGE>
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
02/03/99 S 1,154 D 41.50 16,206 (4) D
150,224 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of John
Woodruff Sparks dated
April 20, 1990
150,224 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of Anne
Romayne Sparks dated April
20, 1990
150,224 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of Barbara Lee
Sparks dated April 20,
1990
150,224 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of Christina
Louise Sparks dated April
20, 1990
155,923 (5) I By John W. Sparks 1998
Spouse CRUT dated October
27, 1998
64,077 (5) I By John W. Sparks 1998
Spouse NIM-CRUT dated
October 27, 1998
22,360 (6) D
22,359 (7) D
22,359 (8) D
196,678 D
332,209 I By Trust Agreement dated
May 13, 1978 f/b/o Mary
Lee Sparks
806 (9) D
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
9.
Number of 10.
Deriva- Ownership
5. tive Form of 11.
Number of Securi- Deriva- Nature
2. Derivative ties tive of
1. Conver- 3. Securities 6. 7. 8. Benefi- Security: Indirect
Title of sion or Trans- 4. Acquired Date Exer- Title and Price of cially Direct Benefi-
Deriva- Exercise action Trans- (A) or cisable and Amount of Deriva- Owned at (D) cial
tive Price of Date action Disposed Expiration Underlying tive End of or Indi- Owner-
Security Deriva- (Month/ Code of (D) Date Securities Security Month rect (I) ship
(Instr. tive Day/ (Instr. (Instr. 3, (Month/ Day/ (Instr. 3 (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 4 and 5) Year) and 4) 5) 4) 4) 4)
-------- -------- ------- ------- ---------- --------------- -------------- ------- ------- --------- -------
Amount
or
Date Expir- Number
Exer- ation of
Code V (A) (D) cisable Date Title Shares
---- -- --- --- ------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $24.50 9/24/97 (1) 9/24/08 Class A 25,000 25,000 D
Stock Common
Option Stock
(right to
buy) (1)
Employee 24.25 12/22/97 (2) 10/12/09 Class A 5,000 5,000 D
Stock Common
Option Stock
(right to
buy) (2)
Employee 29.75 12/31/98 (3) 12/31/08 Class A 5,000 5,000 D
Stock Common
Option Stock
(right to
buy) (2)
</TABLE>
Explanation of Responses:
Explanation of footnotes to Table I: For purposes of Section
13(d) of the Securities Exchange Act, each of the joint filers is a
member of a group that together owns more than 10% of the Issuer's
Class A Common Stock. Except as indicated in the following notes, the
securities shown in Table I are beneficially owned for purposes of
Rule 16a-1(a)(2) by Mary Lee Sparks and not by any of the other joint
filers.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Barbara S. Federico. These shares are not subject to Ms.
Federico's agreement with the other members of the 13(d)
group referred to in Item 6 of the cover page of this Form
4.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Anne
S. Whitten. These shares are not subject to Ms. Whitten's
agreement with the other members of the 13(d) group referred
to in Item 6 of the cover page of this Form 4.
(3) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Christina S. Duncan. These shares are not subject to Ms.
<PAGE>
Duncan's agreement with the other members of the 13(d) group
referred to in Item 6 of the cover page of this Form 4.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by John
W. Sparks.
(5) Beneficially owned for purposes of Rule 16a-1(a)(2) by John
W. Sparks. These shares are not subject to Mr. Sparks'
agreement with the other members of the 13(d) group referred
to in Item 6 of the cover page of this Form 4.
(6) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Barbara S. Federico.
(7) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Christina S. Duncan
(8) Beneficially owned for purposes of Rule 16a-1(a)(2) by Anne
S. Whitten.
(9) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Steven L. Grissom.
Explanation of footnotes to Table II: The derivative securities
shown in Table II are beneficially owned for purposes of Rule 16a-
1(a)(2) by Steven L. Grissom.
(1) The employee stock option dated 9/24/97 vests in four equal
annual installments which began on September 24, 1998.
(2) The employee stock option dated 12/22/97 vests in four equal
annual installments beginning on October 12, 1999.
(3) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
SIGNATURE OF REPORTING PERSON:
Mary Lee Sparks*
By: Steven L. Grissom
Attorney in Fact
Dated: March 8, 1999
*See Exhibit 5
<PAGE>
JOINT FILER INFORMATION
Name: Steven L. Grissom
Address: 121 South 17th Street, Mattoon, Illinois 61938
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Steven L. Grissom
JOINT FILER INFORMATION
Name: Anne S. Whitten
Address: 38 Goodhue Road, Windham, New Hampshire 03087
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Anne S. Whitten*
By: Steven L. Grissom
Attorney in Fact
*See Exhibit 1
<PAGE>
JOINT FILER INFORMATION
Name: Barbara S. Federico
Address: 4840 Ashville Bay Road, Ashville, New York 14710
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Barbara S. Federico*
By: Steven L. Grissom
Attorney in Fact
JOINT FILER INFORMATION
Name: Christina S. Duncan (aka Christina L. Duncan)
Address: 194 North Bald Hill Road, New Canaan, Connecticut 06840
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Christina S. Duncan**
By: Steven L. Grissom
Attorney in Fact
* See Exhibit 4
**See Exhibit 2
<PAGE>
JOINT FILER INFORMATION
Name: John W. Sparks
Address: 229 Saavedra, S.W., Albuquerque, New Mexico 87105
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: John W. Sparks*
By: Steven L. Grissom
Attorney in Fact
DATE: March 8, 1999
*See Exhibit 3
<PAGE>
EXHIBIT 1
POWER OF ATTORNEY
-----------------
Power of Attorney made this 28th day of January, 1999:
I, ANNE S. WHITTEN of 38 Goodhue Road, Windham, New
Hampshire 03087, hereby appoint Steven L. Grissom, of 21 South Country
Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the
purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Anne S. Whitten
-----------------------------------
Principal
Specimen signature of my attorney:
_________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF CONNECTICUT )
) ss
COUNTY OF FAIRFIELD )
I, a Notary Public, in and for said County and State, hereby
certify that ANNE S. WHITTEN, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he/she signed that
instrument as his/her free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and notarial seal this 28th day of
January, 1999.
/s/ Janet L. Hodapp
-----------------------------------
Notary Public
Janet L. Hodapp
This document was prepared by: Notary Public, State of Illinois
Debra L. Stetter My Commission expires 04/20/02
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY
-----------------
Power of Attorney made this 9th day of December, 1998:
I, CHRISTINA S. DUNCAN of 194 North Bald Hill Road, New
Canaan, Connecticut 06840, hereby appoint Steven L. Grissom, of 21
South Country Club Road, Mattoon, Illinois 61938, as my attorney-in-
fact for the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Christina S. Duncan
-----------------------------------
Principal
Specimen signature of my attorney:
_________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF CONNECTICUT )
) ss
COUNTY OF FAIRFIELD )
I, a Notary Public, in and for said County and State, hereby
certify that CHRISTINA S. DUNCAN, personally known to me to be the
same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she
signed that instrument as his/her free and voluntary act, for the uses
and purposes therein set forth.
Given under my hand and notarial seal this 7th day of
December, 1998.
/s/ Mary Ann Bancroft
-----------------------------------
Notary Public
Mary Ann Bancroft
This document was prepared by: Notary Public
Debra L. Stetter My Commission expires January 31, 2003
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
EXHIBIT 3
POWER OF ATTORNEY
----------------
Power of Attorney made this 25th day of January, 1999:
I, JOHN WOODRUFF SPARKS of 229 Soavedra Road S.W.,
Albequerque, New Mexico 87105, hereby appoint Steven L. Grissom, of 21
South Country Club Road, Mattoon, Illinois 61938, as my attorney-in-
fact for the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ John Woodruff Sparks
-----------------------------------
Principal
Specimen signature of my attorney:
/s/ Steven L. Grissom
--------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF ILLINOIS )
) ss
COUNTY OF COLES )
I, a Notary Public, in and for said County and State, hereby
certify that JOHN WOODRUFF SPARKS, personally known to me to be the
same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she
signed that instrument as his/her free and voluntary act, for the uses
and purposes therein set forth.
Given under my hand and notarial seal this 26th day of
January, 1999.
/s/ Karen D. Stoutenborough
-----------------------------------
Notary Public
Karen D. Stoutenborough
This document was prepared by: Notary Public, State of Illinois
Debra L. Stetter My Commission expires June 7, 2001
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
EXHIBIT 4
POWER OF ATTORNEY
-----------------
Power of Attorney made this 2nd day of February, 1999:
I, BARBARA S. FEDERICO, of 4840 Ashville Bay Road, Ashville,
New York 14710, hereby appoint Steven L. Grissom, of 21 South Country
Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the
purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
___________________________________
Principal
Specimen signature of my attorney:
_________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF ILLINOIS )
) ss
COUNTY OF COLES )
I, a Notary Public, in and for said County and State, hereby
certify that BARBARA S. FEDERICO, personally known to me to be the
same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she
signed that instrument as his/her free and voluntary act, for the uses
and purposes therein set forth.
Given under my hand and notarial seal this _____ day of
_______________, 1999.
/s/ Karen D. Stoutenborough
-----------------------------------
Notary Public
Karen D. Stoutenborough
This document was prepared by: Notary Public, State of Illinois
Debra L. Stetter My Commission expires June 7, 2001
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
EXHIBIT 5
POWER OF ATTORNEY
NEW MEXICO STATUTORY FORM
THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND SWEEPING. THIS
FORM, THE NEW MEXICO STATUTORY SHORT FORM UNDER SECTION 45-5-502 NMSA
1978, DOES NOT PROHIBIT THE USE OF ANY OTHER FORM.
I, MARY LEE SPARKS, reside in Bernalillo County, New Mexico. I
appoint STEVEN L. GRISSOM, of Mattoon, Illinois, to serve as my
attorney-in-fact.
If any attorney-in-fact appointed above is unable to serve, then
I appoint ___________________ to serve alone and successively as
successor attorney-in-fact in place of the person who is unable to
serve.
______________________________________________________________________
________
CHECK AND INITIAL THE FOLLOWING PARAGRAPH ONLY IF MORE THAN ONE
PERSON IS APPOINTED TO ACT ON YOUR BEHALF AND YOU WANT ANY ONE OF THEM
TO HAVE THE POWER TO ACT ALONE WITHOUT THE SIGNATURE OF THE OTHER(S).
IF YOU DO NOT CHECK AND INITIAL THE FOLLOWING PARAGRAPH AND MORE THAN
ONE PERSON IS NAMED TO ACT ON YOUR BEHALF THEN THE MYST ACT JOINTLY.
( ) If more than one person is appointed to serve as
--------------- my attorneys-in-fact then they may act severally,
initials alone and independently of each other.
My attorney(s)-in-fact shall have the power to act in my name,
place and stead in any way in which I myself could do with respect to
the following matters to the extent permitted by law: In particular,
my attorney-in-fact shall have the power to sign on my behalf (both in
my individual capacity and in my capacity as trustee) any filings or
other documents required to be filed with the Securities and Exchange
Commission that relate to McLeodUSA.
INITIAL IN THE OPPOSITE BOX EACH AUTHORIZATION WHICH YOU DESIRE TO
GIVE TO YOUR ATTORNEY(S)-IN-FACT. YOUR ATTORNEY(S)-IN-FACT SHALL BE
AUTHORIZED TO ENGAGE ONLY IN THOSE ACTIVITIES WHICH ARE INITIALED.
--------------------------------------------------------------------
1. real estate transactions . . . . . . . . . . . . . . ( )*
2. bond, share and commodity transactions; . . . . . . ( )*
3. chattel and goods transactions; . . . . . . . . . . . ( )
4. banking transactions; . . . . . . . . . . . . . . . . ( )
5. business operating transactions; . . . . . . . . . . ( )
6. insurance transactions; . . . . . . . . . . . . . . . ( )
7. estate transactions; . . . . . . . . . . . . . . . . ( )
8. claims and litigation; . . . . . . . . . . . . . . . ( )
9. government benefits; . . . . . . . . . . . . . . . . ( )
10. records, reports and statements; . . . . . . . . . . ( )
<PAGE>
11. decisions regarding lifesaving and life
prolonging medical treatment; . . . . . . . . . . . . ( )
12. decisions relating to medical treatment, surgical
treatment, nursing care, medication, hospitalization,
institutionalization in a nursing home or other
facility and home health care; . . . . . . . . . . . ( )
13. transfer of property or income as a gift to the
principal's spouse for the purpose of qualifying the
principal for governmental medical assistance; . . . ( )
14. list other: _________________________
_________________________ . . . . . . . . ( )
15. list all other powers:
________________________
________________________ . . . . . . . . ( )
*Specifically identified real estate or stocks and bonds for which my
attorney-in-fact is authorized to act follow. If nothing is listed,
then the attorney-in-fact is authorized to act with respect to any
real estate or stocks and bonds and other securities that I own. A
copy of this power of attorney must be recorded in the office of the
county clerk where the real estate is located.
________________________
________________________
________________________ . . . . . . . . ( )
This power of attorney shall not be affected by my incapacity,
but will terminate upon my death unless I have revoked it prior to my
death.
______________________________________________________________________
CHECK AND INITIAL THE FOLLOWING PARAGRAPH IF YOU INTEND FOR THIS POWER
OF ATTORNEY TO BECOME EFFECTIVE ONLY IF YOU BECOME INCAPACITATED.
YOUR FAILURE TO DO SO WILL MEAN THAT YOU ATTORNEY(S)-IN-FACT ARE
EMPOWERED TO ACT ON YOUR BEHALF FROM THE TIME YOU SIGN THIS DOCUMENT
UNTIL YOUR DEATH UNLESS YOU REVOKE THE POWER BEFORE YOUR DEATH.
( ) This power of attorney shall become effective only
--------------- if I become incapacitated. My attorney(s)-in-fact
initials shall be entitled to rely on notarized statements
from two qualified health care professionals as to
my incapacity. By incapacity I mean that among
other things, I am unable to effectively manage my
person care, property or financial affairs.
/s/ Mary Lee Lumpkin Sparks
-----------------------------------
Dated: August 26, 1998
----------------------------
<PAGE>
ACKNOWLEDGMENT
STATE OF NEW MEXICO )
)
COUNTY OF BERNALILLO )
The foregoing instrument was acknowledged before me this 26th day
of August, 1998, by MARY LEE SPARKS.
/s/ Sandi Archuleta
----------------------------------------
Notary Public
Official Seal
Sandi Archuleta
Notary Public - State of New Mexico
Notary Bon Filed with Secretary of State
My Commission Expires 5/26/99
This instrument was prepared by:
David R. Hodgman
Debra I. Stetter
Schiff Hardin & Waite
7200 Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
(312) 876-1000
