MCLEODUSA INCORPORATED
 
                             OFFER TO EXCHANGE ITS
                     9 1/4% SENIOR NOTES DUE JULY 15, 2007
                       WHICH HAVE BEEN REGISTERED UNDER
                          THE SECURITIES ACT OF 1933
                      FOR ANY AND ALL OF ITS OUTSTANDING
                     9 1/4% SENIOR NOTES DUE JULY 15, 2007
                PURSUANT TO THE PROSPECTUS DATED AUGUST  , 1996
 
TO: BROKERS, DEALERS, COMMERCIAL BANKS, 
    TRUST COMPANIES AND OTHER NOMINEES:
 
  McLeodUSA Incorporated (the "Company") is offering to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in
the enclosed Prospectus, dated August  , 1997 (the "Prospectus"), and the
enclosed Letter of Transmittal (the "Letter of Transmittal"), its 9 1/4%
Senior Notes Due July 15, 2007 which have been registered under the Securities
Act of 1933 (the "Exchange Notes") for any and all of its outstanding 9 1/4%
Senior Notes Due July 15, 2007 (the "Senior Notes"). The Exchange Offer is
being made in order to satisfy certain obligations of the Company contained in
the Registration Agreement dated as of July 21, 1997, among the Company,
Salomon Brothers Inc, Morgan Stanley Dean Witter and Bear, Stearns & Co. Inc.
 
  In connection with the Exchange Offer, we are requesting that you contact
your clients for whom you hold Senior Notes registered in your name or in the
name of your nominee, or who hold Senior Notes registered in their own names.
The Company will not pay any fees or commissions to any broker, dealer or
other person in connection with the solicitation of tenders pursuant to the
Exchange Offer. However, you will, upon request, be reimbursed for reasonable
out-of-pocket expenses incurred in connection with soliciting acceptances of
the Exchange Offer. The Company will pay or cause to be paid all transfer
taxes applicable to the exchange of Senior Notes pursuant to the Exchange
Offer, except as set forth in the Prospectus and the Letter of Transmittal.
 
  For your information and for forwarding to your clients, we are enclosing
the following documents:
 
  1. Prospectus dated August  , 1997;
 
  2. A Letter of Transmittal for your use and for the information of your
     clients;
 
  3. A form of Notice of Guaranteed Delivery; and
 
  4. A form of letter which may be sent to your clients for whose account you
     hold Senior Notes registered in your name or the name of your nominee,
     with space provided for obtaining such clients' instructions with regard
     to the Exchange Offer.
 
  YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON       , 1997 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN
THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE SENIOR
NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE
PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL, AT ANY
TIME PRIOR TO THE EXPIRATION DATE.
 
  To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Senior Notes should

 
be delivered to the Exchange Agent, all in accordance with the instructions
set forth in the Prospectus and the Letter of Transmittal.
 
  If holders of Senior Notes wish to tender, but it is impracticable for them
to forward their certificates for Senior Notes prior to the expiration of the
Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus and the Letter of Transmittal.
 
  Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Exchange Agent for the Senior Notes, at its address and telephone number set
forth on the front of the Letter of Transmittal.
 
                                          Very truly yours,
 
                                          McLeodUSA Incorporated
 
  NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF
OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
 
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