MCLEODUSA INC, SC 13D/A, 1999-01-28

MCLEODUSA INC
SC 13D/A, 1999-01-28
RADIOTELEPHONE COMMUNICATIONS

Previous: MCLEODUSA INC, SC 13D/A, 1999-01-28

Next: MCLEODUSA INC, SC 13D/A, 1999-01-28

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

McLEODUSA INCORPORATED
(Name of Issuer)

CLASS A COMMON STOCK
(Title of class of securities)

582266 10 2
(CUSIP Number)

Margaret L. Keon
c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
415-381-5366
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)

January 26, 1999
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D/A, and is filing this schedule because of Rule 13d-1 (b)(3) or
(4), check the following box: [__].

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act (however,
see the Notes).

<PAGE>

CUSIP No. 582266 10 2 13D/A Page 2

1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)

Margaret L. Keon

2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only

4. Source of Funds: 00

5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]

6. Citizenship or Place of Organization:
United States of America

Number of Shares Beneficially Owned By Each Reporting Person
With:

7. Sole Voting Power: 506,461 See Item 5.

8. Shared Voting Power: 0 See Item 5.

9. Sole Dispositive Power: 506,461 See Item 5.

10. Shared Dispositive Power: 0 See Item 5.

11. Aggregate Amount Beneficially Owned By Each Reporting Person:
506,461 See Item 5.

12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]

13. Percent of Class represented by amount in Row (11):
0.8% See Item 5.

14. Type of Reporting Person: IN

<PAGE>

CUSIP No. 582266 10 2 13D/A Page 3

1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)

Pamela K. Vitale

2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]

3. SEC Use Only

4. Source of Funds: 00

5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]

6. Citizenship or Place of Organization:
United States of America

Number of Shares Beneficially Owned By Each Reporting Person
With:

7. Sole Voting Power: 86,058 See Item 5.

8. Shared Voting Power: 32,114 See Item 5.

9. Sole Dispositive Power: 16,058 See Item 5.

10. Shared Dispositive Power: 102,114 See Item 5.

11. Aggregate Amount Beneficially Owned By Each Reporting Person:
118,172 See Item 5.

12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]

13. Percent of Class represented by amount in Row (11):
0.2% See Item 5.

14. Type of Reporting Person: IN

<PAGE>

CUSIP No. 582266 10 2 13D/A Page 4

1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)

Joseph J. Keon, III

2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]

3. SEC Use Only

4. Source of Funds: 00

5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]

6. Citizenship or Place of Organization:
United States of America

Number of Shares Beneficially Owned By Each Reporting Person
With:

7. Sole Voting Power: 55,000 See Item 5.

8. Shared Voting Power: 32,114 See Item 5.

9. Sole Dispositive Power: 0 See Item 5.

10. Shared Dispositive Power: 87,114 See Item 5.

11. Aggregate Amount Beneficially Owned By Each Reporting Person:
87,114 See Item 5.

12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]

13. Percent of Class represented by amount in Row (11):
0.1% See Item 5.

14. Type of Reporting Person: IN<PAGE>

CUSIP No. 582266 10 2 13D/A Page 5

1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)

Liese A. Keon

2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]

3. SEC Use Only

4. Source of Funds: 00

5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]

6. Citizenship or Place of Organization:
United States of America

Number of Shares Beneficially Owned By Each Reporting Person
With:

7. Sole Voting Power: 186,058 See Item 5.

8. Shared Voting Power: 0 See Item 5.

9. Sole Dispositive Power: 16,058 See Item 5.

10. Shared Dispositive Power: 170,000 See Item 5.

11. Aggregate Amount Beneficially Owned By Each Reporting Person:
186,058 See Item 5.

12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]

13. Percent of Class represented by amount in Row (11):
0.3% See Item 5.

14. Type of Reporting Person: IN<PAGE>

CUSIP No. 582266 10 2 13D/A Page 6

1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)

Susan T. DeWyngaert

2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]

3. SEC Use Only

4. Source of Funds: 00

5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]

6. Citizenship or Place of Organization:
United States of America

Number of Shares Beneficially Owned By Each Reporting Person
With:

7. Sole Voting Power: 86,058 See Item 5.

8. Shared Voting Power: 0 See Item 5.

9. Sole Dispositive Power: 16,058 See Item 5.

10. Shared Dispositive Power: 70,000 See Item 5.

11. Aggregate Amount Beneficially Owned By Each Reporting Person:
86,058 See Item 5.

12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]

13. Percent of Class represented by amount in Row (11):
0.1% See Item 5.

14. Type of Reporting Person: IN<PAGE>

CUSIP No. 582266 10 2 13D/A Page 7

1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)

Margaret Lynley Keon

2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]

3. SEC Use Only

4. Source of Funds: 00

5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]

6. Citizenship or Place of Organization:
United States of America

Number of Shares Beneficially Owned By Each Reporting Person
With:

7. Sole Voting Power: 86,058 See Item 5.

8. Shared Voting Power: 0 See Item 5.

9. Sole Dispositive Power: 16,058 See Item 5.

10. Shared Dispositive Power: 70,000 See Item 5.

11. Aggregate Amount Beneficially Owned By Each Reporting Person:
86,058 See Item 5.

12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]

13. Percent of Class represented by amount in Row (11):
0.1% See Item 5.

14. Type of Reporting Person: IN<PAGE>

CUSIP No. 582266 10 2 13D/A Page 8

Item 1. Security and Issuer.

This statement relates to the Class A Common Stock, $.01 par
value (the "Common Stock"), of McLeodUSA Incorporated, a Delaware
corporation (the "Company"), whose principal executive offices are
located at 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, Iowa
52406-3177.

This statement also relates to options granted to Richard A.
Lumpkin and Steven L. Grissom to purchase Common Stock (see Item 3).

Item 2. Identity and Background.

This statement is being filed by Margaret L. Keon, as
trustee or settlor, Pamela K. Vitale, individually and as trustee,
Joseph J. Keon, III, as trustee, Liese A. Keon, individually and as
trustee, Susan T. DeWyngaert individually and as trustee, and Margaret
Lynley Keon, individually and as trustee, of the respective trusts
listed opposite such person's name in Item 5 below (each, a "Reporting
Person").

The name, residence or business address and present
principal occupation or employment of each of the Former CCI
Shareholders (as defined in Item 5 below), including the Reporting
Persons, are set forth in Schedule A hereto. Similar information for
each person who is a director or executive officer of The Lumpkin
Foundation (the "Foundation") is also included in Schedule A. Each of
the Former CCI Shareholders (including the Reporting Persons) is a
citizen of the United States of America, except the Foundation, which
is a not-for-profit corporation organized under the laws of Illinois.
None of the Reporting Persons has and, to the knowledge of the
Reporting Persons, none of the other Former CCI Shareholders nor any
of the Foundation's directors or executive officers has, during the
past five years, been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Except as indicated below, trusts of which one or more of
the respective Reporting Persons are trustees as indicated in Item 5
below (the "Trusts") acquired the shares of Common Stock set forth
opposite each Reporting Person's name in Item 5 below in exchange for
shares of common stock, Series A cumulative preferred shares and/or
Series B cumulative preferred shares of Consolidated Communications
Inc., an Illinois corporation ("CCI"), on September 24, 1997 pursuant<PAGE>

CUSIP No. 582266 10 2 13D/A Page 9

to an Agreement and Plan of Reorganization dated as of June 14, 1997
by and among CCI, the Company and Eastside Acquisition Co. (the
"Merger Agreement"). A copy of the Merger Agreement was filed as
Exhibit 2.2 to the Company's Current Report on Form 8-K filed June 26,
1997.

On September 24, 1997, Steven L. Grissom was granted a four
year employee stock option by the Company to purchase 25,000 shares of
Common Stock, at a price of $24.50 per share. This option vests in
four equal installments; the option with respect to the first 6,250
shares vested on September 24, 1998.

On December 3, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 40,000 shares of
Common Stock at a price of $35.25 per share. This option vests in
four equal installments; the option with respect to the first 10,000
shares vested on September 25, 1998.

On December 22, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $34.50 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares vested on December 22, 1998.

On December 22, 1997, Steven L. Grissom was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $24.25 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares will vest on October 12, 1999.

On December 31, 1998, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 40,000 shares of
Common Stock at a price of $29.75 per share. This option vests in
four equal installments; the option with respect to the first 10,000
shares will vest on December 31, 1999.

Pursuant to the terms of the Richard A. Lumpkin 1993 Grantor
Retained Annuity Trust of which Benjamin I. Lumpkin and Elizabeth A.
Lumpkin were trustees, the Trust terminated on December 31, 1997, and
one-half of the shares of Common Stock acquired by the Trust under the
Merger Agreement were distributed to each of the Benjamin I. Lumpkin
Holdback Trust under the Richard Anthony Lumpkin 1993 Grantor Retained
Annuity Trust, and the Elizabeth A. Lumpkin Holdback Trust under the
Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust, of which
Benjamin I. Lumpkin and Elizabeth L. Celio are trustees.

Pursuant to the terms of the Margaret L. Keon 1993 Grantor
Retained Annuity Trust of which Pamela K. Vitale and Joseph J. Keon,
III were trustees, the Trust terminated on December 31, 1997, and the
shares of Common Stock acquired by the Trust under the Merger<PAGE>

CUSIP No. 582266 10 2 13D/A Page 10

Agreement were distributed to the beneficiaries or to Holdback Trusts
for their benefit, as indicated in Item 5, below.

Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve trusts created under the Mary Green
Lumpkin Gallo Trust Agreement dated December 29, 1989 (the "Gallo
Trusts"), (ii) Bank One, Texas N.A. was appointed trustee of each
Gallo Trust and (iii) Richard A. Lumpkin retained the power to direct
the vote and investments by each Gallo Trust.

Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve Grandchildren's Trusts created under
the Richard Adamson Lumpkin Trust Agreement dated September 5, 1980
(the "Grandchildren's Trusts"), (ii) Bank One, Texas N.A. was
appointed trustee of each Grandchildren's Trust and (iii) Richard A.
Lumpkin retained the power to direct the vote and investments by each
Grandchildren's Trust. The Grandchildren's Trusts continue to hold an
aggregate of 374,498 shares of Common Stock.

On July 23, 1998, 311,127 shares of Common Stock were
distributed, from the trust created under the Trust Agreement dated
May 13, 1978 f/b/o Richard Anthony Lumpkin, to Gail Gawthrop Lumpkin,
a beneficiary of that Trust.

On September 11, 1998, Richard A. Lumpkin and Christina S.
Duncan resigned as trustees under the Trust Agreement dated May 13,
1978 f/b/o Mary Lee Sparks, and Mary Lee Sparks and Steven L. Grissom
became the trustees of that trust.

On October 27, 1998, an aggregate of 1,820,000 shares of
Common Stock were distributed by the Gallo Trusts to individual
beneficiaries of the respective Trust. Concurrently, also on
October 27, 1998, each of such beneficiaries contributed the shares
received to one or more newly created charitable remainder unitrusts
of which that person is sole trustee, as described under Item 5(c). On
or about October 28, 1998, the trustees of the charitable remainder
unitrusts named Steven L. Grissom as agent with respect to the sale of
shares from those trusts. The Gallo Trusts continue to hold an
aggregate of 1,701,112 shares.

On November 13, 1998, Robert J. Currey resigned as a trustee
under the six 1990 Personal Income Trusts established by Margaret L.
Keon, the two 1990 Personal Income Trusts established by Richard
Anthony Lumpkin and the four 1990 Personal Income Trusts established
by Mary Lee Sparks, each dated April 20, 1990 (the "1990 Personal
Income Trusts"), and Steven L. Grissom became a trustee of those
trusts. On or about November 23, 1998, the trustees of the 1990
Personal Income Trusts named Richard A. Lumpkin as agent with respect
to the sale of shares from those trusts.<PAGE>

CUSIP No. 582266 10 2 13D/A Page 11

On January 4, 1999, Steven L. Grissom acquired 806 shares of
Common Stock at approximately $27.90 per share, pursuant to the
Company's Employee Stock Purchase Plan.

Item 4. Purpose of Transaction.

The Trusts and Reporting Persons acquired the Common Stock
for investment purposes. After the issuance of the Common Stock
pursuant to the Merger Agreement, Richard A. Lumpkin and Robert J.
Currey, who were previously directors and executive officers of CCI,
were elected directors and executive officers of the Company. Subject
to the restrictions on disposition of Common Stock which is subject to
the provisions of the Stockholders' Agreements described below, any or
all of the shares of Common Stock beneficially owned by each Reporting
Person may be sold or otherwise disposed of from time to time. None
of the Reporting Persons has any other plans or proposals which relate
to or would result in any of the matters enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D. See Item 6 below for a
description of the Stockholders' Agreements.

Item 5. Interest in Securities of Issuer.

(a) As trustee or settlor of the respective Trusts set
forth opposite such Reporting Person's name below, Margaret L. Keon
beneficially owns an aggregate of 506,461 shares of Common Stock,
which represents approximately 0.8 percent of the 63,545,925 shares of
Common Stock reported by the Company as outstanding on January 5,
1999. Individually and as trustee of the respective Trusts indicated
opposite such Reporting Person's name below, Pamela K. Vitale
beneficially owns an aggregate of 118,172 shares of Common Stock,
which represents approximately 0.2 percent of the shares of Common
Stock outstanding on January 5, 1999. As trustee of the respective
Trusts indicated opposite such Reporting Person's name below, Joseph
J. Keon, III beneficially owns an aggregate of 87,114 shares of Common
Stock, which represents approximately 0.1 percent of the shares of
Common Stock outstanding on January 5, 1999. Individually and as
trustee of the respective Trusts indicated opposite such Reporting
Person's name below, Liese A. Keon beneficially owns an aggregate of
186,058 shares of Common Stock, which represents approximately 0.3
percent of the shares of Common Stock outstanding on January 5, 1999.
Individually and as trustee of the respective Trusts indicated
opposite such Reporting Person's name below, Susan T. DeWyngaert
beneficially owns an aggregate of 86,058 shares of Common Stock, which
represents approximately 0.1 percent of the shares of Common Stock
outstanding on January 5, 1999. Individually and as trustee of the
respective Trusts indicated opposite such Reporting Person's name
below, Margaret Lynley Keon beneficially owns an aggregate of 86,058
shares of Common Stock, which represents approximately 0.1 percent of
the shares of Common Stock outstanding on January 5, 1999. <PAGE>

CUSIP No. 582266 10 2 13D/A Page 12

The former shareholders of CCI who acquired shares of Common
Stock pursuant to the Merger Agreement or who, as described below,
received distributions of shares of Common Stock prior to October 25,
1998 (collectively, the "Former CCI Shareholders"), MHC Investment
Company, successor by merger to MWR Investments Inc., ("MHC"), Midwest
Capital Group, Inc., IES Investments Inc. ("IES"), Clark E. McLeod and
Mary E. McLeod, (collectively, the "1997 Principal Stockholders"), are
parties to a Stockholders' Agreement dated as of June 14, 1997 and
effective September 24, 1997, as amended by Amendment No. 1 to
Stockholders' Agreement dated as of September 19, 1997 (the "1997
Stockholders' Agreement") and, accordingly, comprise a group within
the meaning of Section 13(d)(3) of the Exchange Act. Collectively,
insofar as is known to the Reporting Persons, the 1997 Principal
Stockholders beneficially own a total of 33,337,667 shares of Common
Stock, which represents 53.4 percent of such shares of Common Stock
outstanding on January 5, 1999. In addition, IES Investments Inc.,
Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin, Gail G. Lumpkin
and certain former CCI shareholders and certain permitted transferees
of former CCI shareholders listed on Schedule I to the agreement
incorporated by reference as Exhibit 2 to this statement
(collectively, the "1998 Principal Stockholders") are, together with
the Company, parties to a Stockholders' Agreement, dated as of
November 18, 1998 (the "1998 Stockholders' Agreement"). On January 7,
1999 the Company, IES Investments Inc., Clark E. McLeod, Mary E. McLeod,
Richard A. Lumpkin and Gail G. Lumpkin entered into a Stockholders' Agreement
with M/C Investors L.L.C. and Media/ Communications Partners III Limited
Partnership, dated January 7, 1999 (the "1999 Stockholders' Agreement" and,
together with the 1997 Stockholders' Agreement and the 1998 Stockholders'
Agreement, the "Stockholders' Agreements"). On or about January 26, 1999,
the other former CCI shareholders who are parties to the 1998 Stockholders'
Agreement, along with certain permitted transferees, also became parties
to the 1999 Stockholders' Agreement.

The following table sets forth information regarding the
shares of Common Stock beneficially owned by the 1997 Principal
Stockholders (including the Reporting Persons). Separately set forth
below are shares beneficially owned by the Reporting Persons and
others, which shares are not subject to the terms of the Stockholders'
Agreements. Except as indicated, beneficial ownership by the Former
CCI Shareholders reflects their status as trustees of the respective
trusts set forth opposite their names in the table. The information
shown in the table with respect to each 1997 Principal Stockholder who
is not a Former CCI Shareholder (the "Other 1997 Principal
Stockholders") is based on the most recent Schedule 13D or Amendment
thereto filed by such person that has come to the attention of the
Reporting Persons. Reference is made to such filings for further
information as to such Other 1997 Principal Stockholders. <PAGE>

CUSIP No. 582266 10 2 13D/A Page 13

<S> <C> <C> <C> <C>
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock

Gail Gawthrop Lumpkin N/A Sole 311,127 0.5

Mary Lee Sparks and Trust Agreement dated May 13, Shared 332,209 0.5
Steven L. Grissom 1978 f/b/o Mary Lee Sparks

Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Joseph John Keon
and investments) III

Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Katherine
and investments) Stoddert Keon

Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Lisa Anne Keon
and investments)

Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Margaret Lynley
and investments) Keon

Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Pamela Keon
and investments) Vitale

Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Susan Tamara Keon
and investments) DeWyngaert

Bank One, Texas NA; Richard Adamson Lumpkin Shared 54,688 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Benjamin Iverson
and investments) Lumpkin

Bank One, Texas NA; Richard Adamson Lumpkin Shared 54,688 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Elizabeth
and investments) Arabella Lumpkin

Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Anne Romayne
and investments) Sparks<PAGE>

CUSIP No. 582266 10 2 13D/A Page 14

Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock

Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Barbara Lee
and investments) Sparks

Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Christina Louise
and investments) Sparks

Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o John Woodruff
and investments) Sparks

Bank One, Texas NA; Trust named for Joseph John Keon Shared 169,891 0.3
Richard A. Lumpkin III created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Bank One, Texas NA; Trust named for Katherine Shared 169,891 0.3
Richard A. Lumpkin Stoddert Keon created under
(power to direct vote the Mary Green Lumpkin Gallo
and investments) Trust Agreement dated
December 29, 1989

Bank One, Texas NA; Trust named for Lisa Anne Keon Shared 54,891 0.1
Richard A. Lumpkin created under the Mary Green
(power to direct vote Lumpkin Gallo Trust Agreement
and investments) dated December 29, 1989

Bank One, Texas NA; Trust named for Margaret Lynley Shared 154,891 0.2
Richard A. Lumpkin Keon created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Bank One, Texas NA; Trust named for Pamela Keon Shared 154,891 0.2
Richard A. Lumpkin Vitale created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Bank One, Texas NA; Trust named for Susan Tamara Keon Shared 154,891 0.2
Richard A. Lumpkin created under the Mary Green
(power to direct vote Lumpkin Gallo Trust Agreement
and investments) dated December 29, 1989

Bank One, Texas NA; Trust named for Benjamin Iverson Shared 308,965 0.5
Richard A. Lumpkin Lumpkin created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Bank One, Texas NA; Trust named for Elizabeth Shared 308,965 0.5
Richard A. Lumpkin Arabella Lumpkin created under
(power to direct vote the Mary Green Lumpkin Gallo
and investments) Trust Agreement dated
December 29, 1989

<PAGE>

CUSIP No. 582266 10 2 13D/A Page 15

Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock

Bank One, Texas NA; Trust named for Anne Romayne Shared 93,459 0.2
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Bank One, Texas NA; Trust named for Barbara Lee Shared 43,459 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Bank One, Texas NA; Trust named for Christina Louise Shared 43,459 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Bank One, Texas NA; Trust named for John Woodruff Shared 43,459 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989

Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 48,328 0.1
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust

Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 48,328 0.1
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust

Mary Lee Sparks N/A Sole 196,678 0.3

Anne R. Whitten N/A Sole 22,359 0.0

Barbara L. Federico N/A Sole 22,360 0.0

Christina L. Duncan N/A Sole 22,359 0.0

John W. Sparks N/A Sole 22,360 0.0

Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 506,461 0.8
(settlor and trustee) May 13, 1978

Pamela K. Vitale and Joseph J. Keon, III Holdback Shared 16,057 0.0
Joseph J. Keon III Trust under Margaret L. Keon 1993
Grantor Retained Annuity Trust

Pamela K. Vitale and Katherine S. Keon Holdback Trust Shared 16,057 0.0
Joseph J. Keon III under Margaret L. Keon 1993
Grantor Retained Annuity Trust

<PAGE>

CUSIP No. 582266 10 2 13D/A Page 16

Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock

Pamela K. Vitale N/A Sole 16,058 0.0

Liese A. Keon N/A Sole 16,058 0.0

Susan T. DeWyngaert N/A Sole 16,058 0.0

Margaret Lynley Keon N/A Sole 16,058 0.0

Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Joseph John Keon III dated
(power to direct sale April 20, 1990
of shares)

Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Katherine Stoddert Keon
(power to direct sale dated April 20, 1990
of shares)

Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Lisa Anne Keon dated
(power to direct sale April 20, 1990
of shares)

Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Margaret Lynley Keon dated
(power to direct sale April 20, 1990
of shares)

Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Pamela Keon Vitale dated
(power to direct sale April 20, 1990
of shares)

Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Susan Tamara Keon
(power to direct sale DeWyngaert dated April 20,
of shares) 1990

Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 724,601 1.2
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin Benefit of Benjamin Iverson
(power to direct sale Lumpkin dated April 20, 1990
of shares)

Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 724,601 1.2
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin Benefit of Elizabeth Arabella
(power to direct sale Lumpkin dated April 20, 1990
of shares)

<PAGE>

CUSIP No. 582266 10 2 13D/A Page 17

Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock

Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Anne Romayne Sparks dated
(power to direct sale April 20, 1990
of shares)

Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Barbara Lee Sparks dated
(power to direct sale April 20, 1990
of shares)

Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Christina Louise Sparks
(power to direct sale dated April 20, 1990
of shares)

Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of John Woodruff Sparks dated
(power to direct sale April 20, 1990
of shares)

Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.0
Richard A. Lumpkin under the Trust Agreement
(power to direct vote dated February 6, 1970
and investments)

Bank One, Texas NA; Margaret Anne Keon Trust under Shared 60,619 0.1
Richard A. Lumpkin the Trust Agreement dated
(power to direct vote February 6, 1970
and investments)

Bank One, Texas NA; Mary Lee Sparks Trust under the Shared 107,030 0.2
Richard A. Lumpkin Trust Agreement dated
(power to direct vote February 6, 1970
and investments)

The Lumpkin N/A Sole 189,280 0.3
Foundation

Richard A. Lumpkin N/A Sole 11,250 (1) 0.0

Steven L. Grissom N/A Sole 7,056 (2) 0.0

</TABLE>

(1) Consists of 11,250 shares underlying presently exercisable
option.

(2) Includes 6,250 shares of underlying presently exercisable option.

The following shares of Common Stock are beneficially owned by the
Other 1997 Principal Stockholders:<PAGE>

CUSIP No. 582266 10 2 13D/A Page 18

<S> <C> <C> <C> <C>
Voting and Number of Percent of
Other Principal Dispositive Shares of Outstanding
Stockholders Trust Powers Common Stock Common Stock

Clark E. McLeod and N/A Sole and 9,330,734 14.8
Mary E. McLeod Shared

IES Investments, Inc. N/A Sole 10,245,457 16.2

MHC Investment N/A Sole 6,976,116 11.0
Company

</TABLE>

In addition to the shares of Common Stock listed above that
are held subject to the 1997 Stockholders' Agreement, the 1998
Stockholders' Agreement or both, the following shares, which were
transferred after September 24, 1998 are not subject to the provisions
of either the 1997 Stockholders' Agreement or the 1998 Stockholders'
Agreement:

<S> <C> <C> <C> <C>
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock

Benjamin I. Lumpkin; Benjamin I. Lumpkin 1998 NIM-CRUT Sole; Shared 70,000 0.1
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)

Elizabeth L. Celio; Elizabeth L. Celio 1998 NIM-CRUT Sole; Shared 70,000 0.1
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)

Joseph J. Keon III; Joseph J. Keon III 1998 CRUT Sole; Shared 55,000 0.1
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)

Katherine S. Keon; Katherine S. Keon 1998 CRUT dated Sole; Shared 55,000 0.1
Steven L. Grissom October 27, 1998
(power to direct sale
of shares)

Margaret Lynley Keon; Margaret Lynley Keon 1998 Sole; Shared 70,000 0.1
Steven L. Grissom NIM-CRUT dated
(power to direct sale October 27, 1998
of shares)<PAGE>

CUSIP No. 582266 10 2 13D/A Page 19

Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock

Susan K. DeWyngaert; Susan K. DeWyngaert 1998 Spouse Sole; Shared 70,000 0.1
Steven L. Grissom CRUT dated October 27,
(power to direct sale 1998
of shares)

Pamela K. Vitale; Pamela K. Vitale 1998 Spouse CRUT Sole; Shared 70,000 0.1
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)

Liese A. Keon; Steven Liese A. Keon 1998 CRUT dated Sole; Shared 170,000 0.3
L. Grissom (power to October 27, 1998
direct sale of
shares)

Barbara S. Federico; Barbara S. Federico 1998 Spouse Sole; Shared 220,000 0.3
Steven L. Grissom CRUT dated October 27,
(power to direct sale 1998
of shares)

Anne S. Whitten; Anne S. Whitten 1998 Spouse Sole; Shared 170,000 0.3
Steven L. Grissom NIM-CRUT dated
(power to direct sale October 27, 1998
of shares)

John W. Sparks; John W. Sparks 1998 Spouse Sole; Shared 64,077 0.1
Steven L. Grissom NIM-CRUT dated
(power to direct sale October 27, 1998
of shares)

John W. Sparks; John W. Sparks 1998 Spouse CRUT Sole; Shared 155,923 0.2
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)

Christina S. Duncan; Christina S. Duncan 1998 Spouse Sole; Shared 220,000 0.3
Steven L. Grissom CRUT dated October 27,
(power to direct sale 1998
of shares)

</TABLE>

(b) The number of shares of Common Stock which Margaret L.
Keon has:<PAGE>

CUSIP No. 582266 10 2 13D/A Page 20

(i) sole power to vote or direct the vote 506,461

(ii) shared power to vote or direct the vote 0

(iii) sole power to dispose or direct the disposition 506,461

(iv) shared power to dispose or direct the disposition 0

The number of shares of Common Stock which Pamela K. Vitale has:

(i) sole power to vote or direct the vote 86,058

(ii) shared power to vote or direct the vote 32,114

(iii) sole power to dispose or direct the disposition 16,058

(iv) shared power to dispose or direct the disposition 102,114

The number of shares of Common Stock which Joseph J. Keon,
III has:

(i) sole power to vote or direct the vote 55,000

(ii) shared power to vote or direct the vote 32,114

(iii) sole power to dispose or direct the disposition 0

(iv) shared power to dispose or direct the disposition 87,114

The number of shares of Common Stock which Liese A. Keon has:

(i) sole power to vote or direct the vote 186,058

(ii) shared power to vote or direct the vote 0

(iii) sole power to dispose or direct the disposition 16,058

(iv) shared power to dispose or direct the disposition 170,000

The number of shares of Common Stock which Susan T. DeWyngaert
has:

(i) sole power to vote or direct the vote 86,058

(ii) shared power to vote or direct the vote 0

(iii) sole power to dispose or direct the disposition 16,058

(iv) shared power to dispose or direct the disposition 70,000

The number of shares of Common Stock which Margaret Lynley
Keon has:

(i) sole power to vote or direct the vote 86,058<PAGE>

CUSIP No. 582266 10 2 13D/A Page 21

(ii) shared power to vote or direct the vote 0

(iii) sole power to dispose or direct the disposition 16,058

(iv) shared power to dispose or direct the disposition 70,000

(c) The Reporting Persons and other Former CCI Shareholders
acquired an aggregate of 8,488,596 shares of Common Stock as set forth
in the table in Item 5(a) above on September 24, 1997, pursuant to the
Merger Agreement. Effective December 31, 1997, an aggregate of 282,440
shares of the Common Stock were distributed upon termination of three
1993 Grantor Retained Annuity Trusts to certain Former CCI Shareholders
as follows:

<S> <C> <C>
Distributing Trust Number of Distributee
Shares

Richard Anthony Lumpkin 1993 Grantor 48,328 Benjamin I. Lumpkin Holdback Trust under the Richard
Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust

Richard Anthony Lumpkin 1993 Grantor 48,328 Elizabeth A. Lumpkin Holdback Trust under the Richard
Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust

Mary Lee Sparks 1993 Grantor Retained 22,359 Anne R. Whitten
Annuity Trust

Mary Lee Sparks 1993 Grantor Retained 22,360 Barbara L. Federico
Annuity Trust

Mary Lee Sparks 1993 Grantor Retained 22,359 Christina L. Duncan
Annuity Trust

Mary Lee Sparks 1993 Grantor Retained 22,360 John W. Sparks
Annuity Trust

Margaret L. Keon 1993 Grantor Retained 16,057 Joseph J. Keon, III Holdback Trust under the
Annuity Trust Margaret L. Keon 1993 Grantor Retained Annuity Trust

Margaret L. Keon 1993 Grantor Retained 16,057 Katherine S. Keon Holdback Trust under the Margaret L.
Annuity Trust Keon 1993 Grantor Retained Annuity Trust

Margaret L. Keon 1993 Grantor Retained 16,058 Pamela K. Vitale
Annuity Trust

Margaret L. Keon 1993 Grantor Retained 16,058 Liese A. Keon
Annuity Trust

Margaret L. Keon 1993 Grantor Retained 16,058 Susan T. DeWyngaert
Annuity Trust

Margaret L. Keon 1993 Grantor Retained 16,058 Margaret Lynley Keon
Annuity Trust

</TABLE>

Between November 24, 1998 and December 1, 1998, the 1990
Personal Income Trusts sold an aggregate of 51,800 shares of Common<PAGE>

CUSIP No. 582266 10 2 13D/A Page 22

Stock in market transactions pursuant to Rule 144 under the Securities
Act of 1933 (the "Securities Act"). These transactions are further
described below:

<S> <C> <C> <C> <C>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 23

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 440 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 306 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 24

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 736 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 588 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 115 33.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 115 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 720 33.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 715 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 12/01/98 291 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 12/01/98 298 30.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990

Steven L. Grissom and David Margaret L. Keon 1990 Personal 12/01/98 276 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 25

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 2,152 33.75
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 1,493 33.94
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 3,586 33.88
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 2,869 34.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 248 33.75
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 172 33.94
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 414 33.88
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 331 34.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/25/98 835 33.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 26

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/25/98 830 33.75
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 250 30.94
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 871 31.13
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 1,310 31.50
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 312 31.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 127 31.31
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 12/01/98 1,480 30.38
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 12/01/98 1,517 30.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990

Steven L. Grissom and David Richard Anthony Lumpkin 1990 12/01/98 1,403 30.38
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 27

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 948 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 658 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,580 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,264 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 948 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 658 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,580 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,264 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 504 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 28

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 349 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 840 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 672 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/25/98 835 33.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/25/98 835 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 36 30.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 126 31.13
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 190 31.50
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 45 31.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 29

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 18 31.31
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 5 30.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 15 31.13
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 24 31.50
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 5 31.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 1 31.31
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 12/01/98 1,480 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 12/01/98 1,517 30.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990

Steven L. Grissom and David Mary Lee Sparks 1990 Personal 12/01/98 1,403 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990<PAGE>

CUSIP No. 582266 10 2 13D/A Page 30

On November 30, 1998 and December 1, 1998, the Gallo
Trusts sold an aggregate of 18,400 shares of Common Stock in market
transactions pursuant to Rule 144 under the Securities Act. These
transactions are further described below:

Number of
Date of Shares of Price Per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 94 $30.94
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 329 31.13
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 493 31.50
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 118 31.25
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 46 31.31
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 12/01/98 108 30.38
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 12/01/98 110 30.25
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 31

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Joseph John Keon 12/01/98 102 30.38
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 94 30.94
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 329 31.13
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 493 31.50
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 118 31.25
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 46 31.31
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Katherine 12/01/98 108 30.38
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Katherine 12/01/98 110 30.25
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 32

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Katherine 12/01/98 102 30.38
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 94 30.94
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 329 31.13
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 493 31.50
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 118 31.25
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 46 31.31
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 12/01/98 108 30.38
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 12/01/98 110 30.25
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989

Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 12/01/98 102 30.38
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 33

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 94 30.94
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 327 31.13
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 491 31.50
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 117 31.25
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 46 31.31
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 12/01/98 108 30.38
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 12/01/98 113 30.25
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Margaret Lynley 12/01/98 104 30.38
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 34

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 94 30.94
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 327 31.13
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 491 31.50
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 117 31.25
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 46 31.31
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Pamela Keon 12/01/98 109 30.38
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Pamela Keon 12/01/98 112 30.25
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Pamela Keon 12/01/98 104 30.38
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 35

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 93 30.94
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 327 31.13
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 491 31.50
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 117 31.25
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 47 31.31
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Susan Tamara 12/01/98 109 30.38
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Susan Tamara 12/01/98 112 30.25
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Susan Tamara 12/01/98 104 30.38
A. Lumpkin (power to direct Keon DeWyngaert created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 36

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 175 30.94
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 610 31.13
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 912 31.50
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 216 31.25
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 87 31.31
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 175 30.94
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 610 31.13
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 912 31.50
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 37

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 216 31.25
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 87 31.31
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989

Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 458 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 685 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 64 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 38

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 458 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 684 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 65 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 457 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 685 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 39

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 65 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 457 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 684 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 40

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 66 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989

On November 30, 1998, the Grandchildren's Trusts sold an
aggregate of 3,200 shares of Common Stock in market transactions
pursuant to Rule 144 under the Securities Act. These transactions
are further described below:
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 $30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 61 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon<PAGE>

CUSIP No. 582266 10 2 13D/A Page 41

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 61 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 21 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 11 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon<PAGE>

CUSIP No. 582266 10 2 13D/A Page 42

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 21 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 11 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 92 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 92 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert<PAGE>

CUSIP No. 582266 10 2 13D/A Page 43

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 35 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 122 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 183 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 43 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 35 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 122 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin<PAGE>

CUSIP No. 582266 10 2 13D/A Page 44

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 183 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 43 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 138 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 13 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 138 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks<PAGE>

CUSIP No. 582266 10 2 13D/A Page 45

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 13 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 137 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 14 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 135 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks<PAGE>

CUSIP No. 582266 10 2 13D/A Page 46

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks

Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 16 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks

</TABLE>

On December 1, 1998, the Margaret Lumpkin Keon Trust, dated
May 13, 1978, contributed 1,600 shares of Common Stock to charity.

On January 4, 1999, Steven L. Grissom acquired 806 shares of
Common Stock at approximately $27.90 per share, pursuant to the
Company's Employee Stock Purchase Plan.

On October 27, 1998, an aggregate of 1,820,000 shares of
Common Stock were distributed by various trusts created under the Mary
Green Gallo Trust Agreement dated December 29, 1989, to individual
beneficiaries of the respective trust. Concurrently, also on
October 27, 1998, each of such beneficiaries contributed the shares
received to one or more newly created charitable remainder unitrusts
as follows:

Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution

Trust named for Benjamin Iverson Lumpkin 100,000 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989

Trust named for Elizabeth Arabella 100,000 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT
Lumpkin created under the Mary Green dated October 27, 1998
Gallo Trust Agreement dated December 29,
1989

Trust named for Joseph John Keon III 85,000 Joseph J. Keon III Joseph J. Keon III 1998 CRUT dated
created under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989

Trust named for Katherine Stoddert Keon 85,000 Katherine S. Keon Katherine S. Keon 1998 CRUT dated
created under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989<PAGE>

CUSIP No. 582266 10 2 13D/A Page 47

Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution

Trust named for Margaret Lynley Keon 100,000 Margaret Lynley Margaret Lynley Keon 1998 NIM-CRUT
created under the Mary Green Gallo Trust Keon dated October 27, 1998
Agreement dated December 29, 1989

Trust named for Susan Tamara Keon 100,000 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse CRUT
DeWyngaert created under the Mary Green dated October 27, 1998
Gallo Trust Agreement dated December 29,
1989

Trust named for Pamela Keon Vitale 100,000 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989

Trust named for Lisa Anne Keon created 200,000 Liese A. Keon Liese A. Keon 1998 CRUT dated
under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989

Trust named for Barbara Lee Sparks 250,000 Barbara S. Federico Barbara S. Federico 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989

Trust named for Anne Romayne Sparks 200,000 Anne S. Whitten Anne S. Whitten 1998 Spouse NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989

Trust named for John Woodruff Sparks 75,000 John W. Sparks John W. Sparks 1998 Spouse NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989

Trust named for John Woodruff Sparks 175,000 John W. Sparks John W. Sparks 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989

Trust named for Christina Louise Sparks 250,000 Christina S. Duncan Christina S. Duncan 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989

</TABLE>

Between January 8, 1999 and January 25, 1999, the newly
created charitable remainder unitrusts described above, together with
the Foundation, sold an aggregate of 192,000 shares of Common Stock in
market transactions pursuant to Rule 144 under the Securities Act.
These transactions are further described below:

<S> <C> <C> <C> <C>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/08/99 769 $35.00
dated October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 48

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/11/99 1,154 35.13
dated October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/12/99 1,923 36.00
dated October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/13/99 1,923 35.00
dated October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/14/99 1,538 36.50
dated October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/14/99 385 36.75
dated October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/15/99 192 37.00
NIM-CRUT dated
October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/19/99 1,731 37.88
NIM-CRUT dated
October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/19/99 769 38.00
NIM-CRUT dated
October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/19/99 384 38.25
NIM-CRUT dated
October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/19/99 385 38.00
NIM-CRUT dated
October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/19/99 385 38.13
NIM-CRUT dated
October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/20/99 1,923 38.50
NIM-CRUT dated
October 27, 1998

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/20/99 538 39.00
NIM-CRUT dated
October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 49

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/25/99 770 39.00
NIM-CRUT dated
October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/08/99 769 35.00
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/11/99 1,154 35.13
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/12/99 1,923 36.00
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/13/99 1,923 35.00
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/14/99 1,538 36.50
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/14/99 385 36.75
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/15/99 193 37.00
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/19/99 1,730 37.88
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/19/99 770 38.00
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/19/99 385 38.25
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/19/99 384 38.00
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/19/99 384 38.13
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/20/99 1,923 38.50
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/20/99 539 39.00
dated October 27, 1998

Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/25/99 769 39.00
dated October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 50

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/08/99 769 35.00
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/11/99 1,154 35.13
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/12/99 1,923 36.00
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/13/99 1,923 35.00
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/14/99 1,539 36.50
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/14/99 384 36.75
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/15/99 193 37.00
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/19/99 1,731 37.88
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/19/99 769 38.00
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/19/99 385 38.25
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/19/99 384 38.00
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/19/99 385 38.13
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/20/99 1,923 38.50
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/20/99 538 39.00
dated October 27, 1998

Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/25/99 769 39.00
dated October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/08/99 769 35.00
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/11/99 1,154 35.13
October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 51

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/12/99 1,923 36.00
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/13/99 1,923 35.00
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/14/99 1,539 36.50
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/14/99 384 36.75
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/15/99 193 37.00
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/19/99 1,731 37.88
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/19/99 769 38.00
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/19/99 385 38.25
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/19/99 384 38.00
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/19/99 384 38.13
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/20/99 1,923 38.50
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/20/99 539 39.00
October 27, 1998

Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/25/99 769 39.00
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/08/99 769 35.00
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/11/99 1,154 35.13
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/12/99 1,923 36.00
NIM-CRUT dated
October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 52

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Margaret Lynley Keon Margaret Lynley Keon 1998 01/13/99 1,923 35.00
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/14/99 1,539 36.50
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/14/99 384 36.75
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/15/99 193 37.00
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/19/99 1,731 37.88
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/19/99 769 38.00
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/19/99 385 38.25
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/19/99 385 38.00
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/19/99 384 38.13
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/20/99 1,923 38.50
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/20/99 538 39.00
NIM-CRUT dated
October 27, 1998

Margaret Lynley Keon Margaret Lynley Keon 1998 01/25/99 769 39.00
NIM-CRUT dated
October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 53

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/08/99 769 35.00
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/12/99 1,923 36.00
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/13/99 1,923 35.00
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/14/99 1,539 36.50
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/14/99 384 36.75
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/15/99 193 37.00
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/19/99 1,730 37.88
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/19/99 770 38.00
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/19/99 385 38.25
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/19/99 384 38.00
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/19/99 385 38.13
CRUT dated October 27,
1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 54

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/20/99 1,923 38.50
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/20/99 538 39.00
CRUT dated October 27,
1998

Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/25/99 769 39.00
CRUT dated October 27,
1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/08/99 770 35.00
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/11/99 1,153 35.13
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/12/99 1,923 36.00
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/13/99 1,923 35.00
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/14/99 1,538 36.50
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/14/99 385 36.75
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/15/99 192 37.00
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/19/99 1,731 37.88
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/19/99 769 38.00
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/19/99 384 38.25
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/19/99 385 38.00
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/19/99 385 38.13
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/20/99 1,924 38.50
dated October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 55

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/20/99 539 39.00
dated October 27, 1998

Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/25/99 769 39.00
dated October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/08/99 769 35.00
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/11/99 1,154 35.13
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/12/99 1,923 36.00
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/13/99 1,924 35.00
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/14/99 1,539 36.50
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/14/99 384 36.75
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/15/99 192 37.00
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/19/99 1,731 37.88
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/19/99 769 38.00
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/19/99 385 38.25
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/19/99 385 38.00
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/19/99 384 38.13
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/20/99 1,923 38.50
October 27, 1998

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/20/99 538 39.00
October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 56

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Liese A. Keon Liese A. Keon 1998 CRUT dated 01/25/99 769 39.00
October 27, 1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/08/99 770 35.00
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/12/99 1,923 36.00
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/13/99 1,923 35.00
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/14/99 1,538 36.50
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/14/99 385 36.75
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/15/99 192 37.00
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/19/99 1,731 37.88
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/19/99 769 38.00
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/19/99 385 38.25
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/19/99 384 38.00
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/19/99 385 38.13
CRUT dated October 27,
1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 57

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/20/99 1,923 38.50
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/20/99 539 39.00
CRUT dated October 27,
1998

Barbara S. Federico Barbara S. Federico 1998 Spouse 01/25/99 769 39.00
CRUT dated October 27,
1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/08/99 770 35.00
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/11/99 1,153 35.13
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/12/99 1,923 36.00
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/13/99 1,923 35.00
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/14/99 1,538 36.50
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/14/99 385 36.75
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/15/99 192 37.00
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/19/99 1,731 37.88
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/19/99 769 38.00
NIM-CRUT dated
October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 58

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/19/99 384 38.25
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/19/99 385 38.00
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/19/99 385 38.13
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/20/99 1,923 38.50
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/20/99 540 39.00
NIM-CRUT dated
October 27, 1998

Anne S. Whitten Anne S. Whitten 1998 Spouse 01/25/99 769 39.00
NIM-CRUT dated
October 27, 1998

John W. Sparks John W. Sparks 1998 Spouse CRUT 01/08/99 769 35.00
dated October 27, 1998

John W. Sparks John W. Sparks 1998 Spouse CRUT 01/11/99 1,154 35.13
dated October 27, 1998

John W. Sparks John W. Sparks 1998 Spouse CRUT 01/12/99 1,923 36.00
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/13/99 1,923 35.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 01/14/99 1,538 36.50
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/14/99 385 36.75
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/15/99 192 37.00
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/19/99 1,731 37.88
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 01/19/99 769 38.00
dated October 27, 1998<PAGE>

CUSIP No. 582266 10 2 13D/A Page 59

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/19/99 384 38.25
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/19/99 385 38.00
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/19/99 385 38.13
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/20/99 1,923 38.50
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/20/99 538 39.00
dated October 27, 1998

John W. Sparks John W. Sparks 1998 NIM-CRUT 01/25/99 770 39.00
dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/08/99 769 35.00
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/12/99 1,923 36.00
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/13/99 1,923 35.00
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/14/99 1,539 36.50
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/14/99 384 36.75
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/15/99 192 37.00
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/19/99 1,730 37.88
CRUT dated October 27, 1998
<PAGE>

CUSIP No. 582266 10 2 13D/A Page 60

Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/19/99 770 38.00
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/19/99 385 38.25
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/19/99 385 38.00
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/19/99 384 38.13
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/20/99 1,923 38.50
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/20/99 538 39.00
CRUT dated October 27, 1998

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/25/99 770 39.00
CRUT dated October 27, 1998

The Lumpkin N/A 01/08/99 769 35.00
Foundation

The Lumpkin N/A 01/11/99 1,154 35.13
Foundation

The Lumpkin N/A 01/12/99 1,924 36.00
Foundation

The Lumpkin N/A 01/13/99 1,923 35.00
Foundation

The Lumpkin N/A 01/14/99 1,538 36.50
Foundation

The Lumpkin N/A 01/14/99 385 36.75
Foundation

The Lumpkin N/A 01/15/99 192 37.00
Foundation

The Lumpkin N/A 01/19/99 1,731 37.88
Foundation
The Lumpkin N/A 01/19/99 769 38.00
Foundation

The Lumpkin N/A 01/19/99 384 38.25
Foundation

The Lumpkin N/A 01/19/99 385 38.00
Foundation<PAGE>

CUSIP No. 582266 10 2 13D/A Page 61

Christina S. Duncan Christina S. Duncan 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27, 1998

The Lumpkin N/A 01/19/99 385 38.13
Foundation

The Lumpkin N/A 01/20/99 1,923 38.50
Foundation

The Lumpkin N/A 01/20/99 538 39.00
Foundation

The Lumpkin N/A 01/25/99 769 39.00
Foundation

</TABLE>
Except for these transactions, none of the Reporting Persons
or to their knowledge any of the other Former CCI Shareholders has
effected any transaction in the Common Stock during the past 60 days.
The Reporting Persons have no information as to whether any of the
other 1997 Principal Stockholders has effected any other transactions
in the Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.

The 1997 Principal Stockholders (including the Reporting
Persons) and the Company have, with respect to the respective shares
of capital stock of the Company owned by each such 1997 Principal
Stockholder (exclusive of shares transferred to such stockholder after
September 24, 1998), entered into the 1997 Stockholders' Agreement,
effective September 24, 1997. Pursuant to the 1997 Stockholders'
Agreement, each of the distributees of shares from a 1993 Grantor
Retained Annuity Trust (as described in Item 5(c) above) and Gail
Gawthrop Lumpkin have agreed, as a condition to the transfer of the
shares, to be bound by the terms of the 1997 Stockholders' Agreement.
The 1997 Stockholders' Agreement provides that each 1997 Principal
Stockholder, for so long as such 1997 Principal Stockholder owns at
least 10% (treating Richard A. Lumpkin and the other Former CCI
Shareholders as a single 1997 Principal Stockholder for this purpose)
of the outstanding capital stock of the Company (but in no event
longer than three years), shall vote such 1997 Principal Stockholder's
stock and take all action within its power to: (i) establish the size
of the Board of Directors of the Company at up to eleven directors;
(ii) cause to be elected to the Board of Directors of the Company one
director designated by IES (for so long as IES owns at least 10% of
the outstanding capital stock of the Company); (iii) cause to be<PAGE>

CUSIP No. 582266 10 2 13D/A Page 62

elected to the Board of Directors of the Company one director
designated by MHC (for so long as MHC owns at least 10% of the
outstanding capital stock of the Company); (iv) cause Richard A.
Lumpkin to be elected to the Board of Directors of the Company (for so
long as Mr. Lumpkin and the other Former CCI Shareholders collectively
own at least 10% of the outstanding capital stock of the Company); (v)
cause to be elected to the Board of Directors of the Company three
directors who are executive officers of the Company designated by
Clark E. McLeod (for so long as Clark E. McLeod and Mary E. McLeod own
at least 10% of the outstanding capital stock of the Company); and
(vi) cause to be elected to the Board of Directors of the Company four
non-employee directors nominated by the Board of Directors of the
Company.

The 1997 Stockholders' Agreement also provides that, for a
period which ended September 24, 1998, subject to certain exceptions,
the 1997 Principal Stockholders (including the Reporting Persons)
would not sell or otherwise dispose of any equity securities of the
Company without the consent of the Board of Directors of the Company.

The foregoing description of the 1997 Stockholders'
Agreement is qualified in its entirety by reference to the 1997
Stockholders' Agreement which was filed as an exhibit to the original
filing of this Schedule and is incorporated herein by reference.

The 1998 Principal Stockholders and the Company have, with
respect to the respective shares of capital stock of the Company owned
by each such 1998 Principal Stockholder, entered into the 1998
Stockholders' Agreement, effective November 18, 1998.

The 1998 Stockholders' Agreement provides that until
December 31, 2001 (the "Expiration Date"), the 1998 Principal
Stockholders 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,
beneficially owned by such 1998 Principal Stockholder without
receiving the prior written consent of the Board of Directors of the
Company, except for certain permitted transfers as provided under the
1998 Stockholders' Agreement. The 1998 Stockholders' Agreement
further provides that the Board of Directors shall determine on a
quarterly basis commencing with the quarter ending December 31, 1998
and ending on the Expiration Date, the aggregate number, if any, of
shares of Common Stock (not to exceed in the aggregate 150,000 shares
per quarter) that the 1998 Principal Stockholders may Transfer during
certain designated trading periods following the release of the
Company's quarterly or annual financial results.

The 1998 Stockholders' Agreement provides that to the extent
the Board of Directors grants registration rights to a Principal
Stockholder in connection with a Transfer of securities of the Company<PAGE>

CUSIP No. 582266 10 2 13D/A Page 63

by such Principal Stockholder, it will grant similar registration
rights to the other parties as set forth in the 1998 Stockholders'
Agreement. In addition, the 1998 Stockholders' Agreement provides
that the Board of Directors shall determine on an annual basis
commencing with the year ending December 31, 1999 and ending on the
Expiration Date (each such year, an "Annual Period"), the aggregate
number, if any, of shares of Common Stock (not to exceed in the
aggregate on an annual basis a number of shares equal to 15% of the
total number of shares of Common Stock beneficially owned by the 1998
Principal Stockholders as of December 31, 1998) (the "Registrable
Amount"), to be registered by the Company under the Securities Act,
for Transfer by the 1998 Principal Stockholders. The 1998
Stockholders' Agreement also provides that in any 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 shares of Common Stock of the 1998
Principal Stockholders), the Company will give written notice of such
offering to the 1998 Principal Stockholders and will undertake to
register the shares of Common Stock of such parties up to the
Registrable Amount, if any, as determined by the Board. The 1998
Stockholders' Agreement provides that the Company may subsequently
determine not to register any shares of the 1998 Principal
Stockholders under the Securities Act and may either not file a
registration statement or otherwise withdraw or abandon a registration
statement previously filed.

The 1998 Stockholders' Agreement terminates on the
Expiration Date. In addition, if during any Annual Period the Company
has not provided a 1998 Principal Stockholder a reasonable opportunity
to Transfer pursuant to the registration of securities under the
Securities Act or pursuant to certain other provisions of the 1998
Stockholders' Agreement on the terms therein specified an aggregate
number of shares of Common Stock equal to not less than 15% of the
total number of shares of Common Stock beneficially owned by such 1998
Principal Stockholder as of December 31, 1998, then such 1998
Principal Stockholder may terminate the 1998 Stockholders' Agreement
as applied to such 1998 Principal Stockholder within 10 business days
following the end of any such Annual Period.

The 1998 Stockholders' Agreement also contains provisions
relating to the designation and election of directors to the Company's
Board of Directors which provisions take effect on the terms and under
the circumstances specified therein.

The foregoing description of the 1998 Stockholders'
Agreement is qualified in its entirety by reference to the 1998
Stockholders' Agreement which was filed as an exhibit to the Company's
Current Report on Form 8-K, filed on November 19, 1998, and is
incorporated herein by reference.<PAGE>

CUSIP No. 582266 10 2 13D/A Page 64

In connection with the Company's pending acquisition of
Ovation Communications, Inc. ("Ovation"), the Company, IES Investments
Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G. Lumpkin
have entered into the 1999 Stockholders' Agreement with certain Stockholders
of Ovation pursuant to which, among other things, such Ovation stockholders
agree to certain restrictions on the transfer of Common Stock and the
designation and election of directors to the Company's Board of Directors.
On or about January 26, 1999, the other former CCI shareholders who are
parties to the 1998 Stockholders' Agreement, along with certain permitted
transferees, also became parties to the 1999 Stockholders' Agreement.

The foregoing description of the 1999 Stockholders'
Agreement is qualified in its entirety by reference to the 1999
Stockholders' Agreement which was filed as an exhibit to the Company's
current Report on Form 8-K, filed on January 14, 1999, and is
incorporated herein by reference.

On or about October 28, 1998, the trustees of the charitable
remainder unitrusts named Steven L. Grissom as agent with respect to
the sale of shares from those trusts.

On or about November 23, 1998, the trustees of the 1990
Personal Income Trusts named Richard A. Lumpkin as agent with respect
to the sale of shares from those trusts.

Steven L. Grissom participates in the Company's Employee
Stock Purchase Plan. Pursuant to such plan, he acquired 806 shares of
Common Stock on January 4, 1999 at approximately $27.90 per share.

Item 7. Materials to be Filed as Exhibits.

1. Stockholders' Agreement dated as of June 14, 1997,
among the Company, Former CCI Shareholders (including the Reporting
Persons), IES, Midwest Capital Group, Inc., MHC, Clark E. McLeod and
Mary E. McLeod, together with Amendment No. 1 to Stockholders'
Agreement dated as of September 19, 1997. (Incorporated by reference
to the Exhibit of the same number to the original Schedule 13D, filed
October 6, 1997.)

2. Stockholders' Agreement, dated as of November 18, 1998,
among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin, Gail G. Lumpkin and certain former CCI shareholders and
certain permitted transferees of former CCI shareholders listed on
Schedule I thereto. (Incorporated by reference to Exhibit 99.1 of the
Company's Current Report on Form 8-K, filed on November 19, 1998.)

3. Stockholders' Agreement, dated as of January 7, 1999,
among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin, Gail G. Lumpkin, M/C Investors L.L.C. and
Media/Communications Partners II Limited Partnership. (Incorporated by
reference to the Exhibit 4.1 of the 8-K, filed by the Company on
January 14, 1999.)<PAGE>

CUSIP No. 582266 10 2 13D/A Page 65

4. Power of Attorney, made by Margaret L. Keon on December
9, 1998, authorizing Steven L. Grissom to act on her behalf with
respect to filings with the Securities and Exchange Commission.

5. Power of Attorney, made by Pamela K. Vitale on December
3, 1998, authorizing Steven L. Grissom to act on her behalf with
respect to filings with the Securities and Exchange Commission.

6. Power of Attorney, made by Joseph J. Keon III on
December 9, 1998, authorizing Steven L. Grissom to act on his behalf
with respect to filings with the Securities and Exchange Commission.

7. Power of Attorney, made by Liese A. Keon on December 3,
1998, authorizing Steven L. Grissom to act on her behalf with respect
to filings with the Securities and Exchange Commission.

8. Power of Attorney, made by Susan T. DeWyngaert on
December 31, 1998, authorizing Steven L. Grissom to act on her behalf
with respect to filings with the Securities and Exchange Commission.

9. Joint Filing Agreement set forth below.<PAGE>

CUSIP No. 582266 10 2 13D/A Page 66

JOINT FILING AGREEMENT

By signing this Schedule 13D/A below, each of the Reporting
Persons agrees pursuant to Rule 13d-1(f) that this Amendment to
Schedule 13D is filed on behalf of each Reporting Person.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.

Date: January 27, 1999

Margaret L. Keon*
By: Steven L. Grissom
Attorney in Fact

Pamela K. Vitale**
By: Steven L. Grissom
Attorney in Fact
* See Exhibit 1-C
** See Exhibit 1-D

Joseph J. Keon, III*
By: Steven L. Grissom
Attorney in Fact

Liese A. Keon**
By: Steven L. Grissom
Attorney in Fact

Susan T. DeWyngaert***
By: Steven L. Grissom
Attorney in Fact<PAGE>

CUSIP No. 582266 10 2 13D/A Page 67

Margaret Lynley Keon

* See Exhibit 1-A
** See Exhibit 1-B
*** See Exhibit 1-E<PAGE>

CUSIP No. 582266 10 2 13D/A Page 68

EXHIBIT 1-A
POWER OF ATTORNEY
-----------------

Power of Attorney made this 9th day of December, 1998:

I, JOSEPH J. KEON III, of 16 Miller Avenue, Mill Valley,
California 94941, 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>

CUSIP No. 582266 10 2 13D/A Page 69

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/Joseph J. Keon III
-----------------------------------
Principal

Specimen signature of my attorney:

--------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)

----------------------------------------------------------------------
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )

I, a Notary Public, in and for said County and State, hereby
certify that JOSEPH J. KEON III, 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 signed that
instrument as his free and voluntary act, for the uses and purposes
therein set forth.

Given under my hand and notarial seal this 9th day of
December, 1998.

/s/ Wayne Lang
-----------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606<PAGE>

CUSIP No. 582266 10 2 13D/A Page 70

EXHIBIT 1-B
POWER OF ATTORNEY
-----------------

Power of Attorney made this 3rd day of December, 1998:

I, LIESE A. KEON of 2868 South Lakeridge Trail, Boulder,
Colorado 80302, 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:

2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and

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.

CUSIP No. 582266 10 2 13D/A Page 71

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/ Liese A. Keon
-----------------------------------
Principal

Specimen signature of my attorney:

---------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)

---------------------------------------------------------------------

STATE OF COLORADO )
) ss
COUNTY OF BOULDER )

I, a Notary Public, in and for said County and State, hereby
certify that LIESE A. KEON, 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 she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.

Given under my hand and notarial seal this 3rd day of
December, 1998.

/s/ Tracey L. James
-----------------------------------
Notary Public, State of Colorado
My commission expires 06/09/2001
This document was prepared by:
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606<PAGE>

CUSIP No. 582266 10 2 13D/A Page 72

EXHIBIT 1-C
POWER OF ATTORNEY
-----------------

Power of Attorney made this 9th day of December, 1998:

I, MARGARET L. KEON, of 16 Miller Avenue, Mill Valley,
California 94941, 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:

2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and

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.

CUSIP No. 582266 10 2 13D/A Page 73

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/ Margaret L. Keon
-----------------------------------
Principal

Specimen signature of my attorney:

-------------------------------- ------------------------------
Steven L. Grissom Principal (as witness to
attorney's signature)

----------------------------------------------------------------------
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )

I, a Notary Public, in and for said County and State, hereby
certify that MARGARET L. KEON, 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 she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.

Given under my hand and notarial seal this 9th day of
December, 1998.

/s/ Wayne Lang
----------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606<PAGE>

CUSIP No. 582266 10 2 13D/A Page 74

EXHIBIT 1-D
POWER OF ATTORNEY
-----------------

Power of Attorney made this 3rd day of December, 1998:

I, PAMELA RYAN KEON, of 16 Miller Avenue, Mill Valley,
California 94941, 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:

2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and

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.

CUSIP No. 582266 10 2 13D/A Page 75

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/ Pamela Ryan Keon
----------------------------------
Principal

Specimen signature of my attorney:

-------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)

----------------------------------------------------------------------
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )

I, a Notary Public, in and for said County and State, hereby
certify that PAMELA RYAN KEON, 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 she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.

Given under my hand and notarial seal this 9th day of
December, 1998.

/s/ Wayne Lang
-----------------------------------
-----------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606<PAGE>

CUSIP No. 582266 10 2 13D/A Page 76

Exhibit 1-E

POWER OF ATTORNEY
------------------

Power of Attorney made this 31st day of December, 1998:

I, Susan T. Keon DeWyngaert, of 335 South 7th Street,
Philadelphia, PA 19106, 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:

2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and

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.

CUSIP No. 582266 10 2 13D/A Page 77

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/ Susan T. Keon DeWyngaert
-----------------------------------
Principal

Specimen signature of my attorney:

/s/ Steven L. Grissom ----------------------------------------
-----------------------
Steven L. Grissom Principal (as witness to attorney's
signature)

---------------------------------------------------------------------
STATE OF NEW JERSEY )
) ss
COUNTY OF MONMOUTH )

I, a Notary Public, in and for said County and State, hereby
certify that Susan DeWyngaet, 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 31st day of
December, 1998.
/s/ Walter T. MacGowan, Jr.
----------------------------------------
Notary Public
Walter T. MacGowan, Jr.
Notary Public of New Jersey
My Commission Expires June 28, 1999

This document was prepared by:

Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606<PAGE>

CUSIP No. 582266 10 2 13D/A Page 78

SCHEDULE A

The following information sets forth the name, business or
residence address and present principal occupation of the Former CCI
Shareholders (including the Reporting Persons) and includes each of
the directors and executive officers of The Lumpkin Foundation (the
"Foundation"). Except as set forth in Item 5 of this Schedule 13D/A,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.

Name Occupation Address

Susan T. DeWyngaert Physician 335 South 7th Street
Philadelphia, Pennsylvania 19106

Christina L. Duncan Homemaker; (Director of the 194 North Bald Hill Road
(aka Christina Sparks Duncan) Foundation) New Canaan, Connecticut 06840
Barbara L. Federico Homemaker 4840 Ashville Bay Road
(aka Barbara Sparks Federico) Ashville, New York 14710

Steven L. Grisson Treasurer of Illinois 121 South 17th Street
Consolidated Telephone Company Mattoon, Illinois 61938

David R. Hodgman Attorney Schiff Hardin & Waite
7300 Sears Tower
Chicago, Illinois 60606

Joseph J. Keon III Owner of Parissound c/o Keon Associates
Communications, Author/ 16 Miller Avenue, Suite 203
Filmmaker Mill Valley, California 94941

Liese A. Keon Management Consultant 2868 South Lakeridge Trail
Boulder, Colorado 80302
Margaret L. Keon Owner of Keon Associates, Career c/o Keon Associates
Consultant; (Director and Vice 16 Miller Avenue, Suite 203
President of the Foundation) Mill Valley, California 94941

Margaret Lynley Keon Investment Banker 56 Bourne St.
London, England SW1W8JD

Benjamin I. Lumpkin Graduate Student 1316 West Howard St., #1
Chicago, Illinois 60626

Elizabeth L. Celio (aka Director of the Foundation 815 Columbian
Elizabeth A. Lumpkin) Oak Park, Illinois 60302
Richard A. Lumpkin Chief Executive Officer of Illinois Consolidated
Illinois Consolidated Telephone Telephone Company
Company; Vice Chairman of 121 South 17th Street
McLeodUSA Incorporated (Director Mattoon, Illinois 61938
and Treasurer of the Foundation)

John W. Sparks Owner of Knave of All Trades, 229 Saavedra, S.W.
Cabinet Maker/Construction Albuquerque, New Mexico 87105

Mary Lee Sparks Homemaker; (Director and 2438 Campbell Road, N.W.
President of the Foundation) Albuquerque, New Mexico 87104
<PAGE>

CUSIP No. 582266 10 2 13D/A Page 79

Pamela Keon Vitale Keon Associates, Career c/o Keon Associates
Consultant; (Director of the 16 Miller Avenue, Suite 203
Foundation) Mill Valley, California 94941

Anne R. Whitten Homemaker 38 Goodhue Road
(aka Anne Sparks Whitten) Windham, New Hampshire 03087

</TABLE>