EXHIBIT 4.44
AMENDMENT NO. 2
TO THIRD AMENDED AND RESTATED
NOVEMBER 1998 STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 2 (this "Amendment") dated as of August 1, 2001 by and among
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the parties set forth on the signature pages of this Amendment.
Section 1. Definitions. Except as otherwise defined in this Amendment,
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terms defined in the Third Amended and Restated November 1998 Stockholders'
Agreement dated as of March 10, 2000 (as from time to time amended, the
"Agreement") are used herein as defined therein.
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Section 2. Amendments. The Company has requested the Principal Stockholders
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to amend the Agreement in certain respects, and the Principal Stockholders are
willing to so amend the Agreement, all on the terms and conditions set forth
herein. Accordingly, the parties hereto hereby agree that effective as of the
date hereof, the Agreement shall be amended as follows:
A. Board of Directors Size. The reference to "fourteen (14)" relating to
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the authorized size of the Board of Directors in Section 1.1(a), as
amended, is deleted and replaced with a reference to "fifteen (15)".
B. Non-Employee Directors. The reference to "nine (9)" relating to the
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number of non-employee directors in Section 1.1(f), as amended, is deleted
and replaced with a reference to "ten (10)".
C. General. Any references to the Agreement after the date first set
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forth above (including but not limited to references in the Agreement to
"this Agreement" (including indirect references such as "hereunder",
"hereby", "herein" and "hereof")) shall be deemed to be references to the
Agreement as amended hereby. For purposes of Section 5.1 of the Agreement,
"the date of this Agreement" shall continue to be March 10, 2000.
Section 3. Miscellaneous. Except as herein provided, the Agreement shall
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remain unchanged and continue in full force and effect. This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Amendment by signing any such counterpart. This Amendment shall be governed
by, and construed in accordance with, the law of the State of Delaware
(excluding the choice-of-law rules thereof). The headings of the sections and
subsections of this Amendment have been inserted for convenience only and shall
not be deemed to be a part of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the date first above written.
McLEODUSA INCORPORATED
By:
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Name:
Title:
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Xxxxx X. XxXxxx Xxxx X. XxXxxx
ALLIANT ENERGY CORPORATION
By:
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Name: Xxxxx X. Xxxxxxx
Title:
ALLIANT ENERGY FOUNDATION, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
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ALLIANT ENERGY INVESTMENTS, INC.
By:
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Name: Xxxxx X. Xxxxxxx
Title: President, Alliant Energy Resources
HEARTLAND PROPERTIES, INC.
By:
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Name: Xxxxx Xxxxxxxxxx
Title: Vice President/Treasurer
LNT COMMUNICATIONS LLC
By: Alliant Energy Resources, Inc., its sole member
By:
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Name: Xxxxx X. Xxxxxxx
Title: President
Xxxx X. Xxxxxxx Trust Dated 12/14/85
BY:
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, Trustee
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The two trusts created under the Xxxx Xxxxx Xxxxxxx Xxxxx Trust Agreement dated
December 29, 1989, one for the benefit of each of:
Xxxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxxx Xxxxxxx
United States Trust Company
of New York, Trustee
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
The two trusts created under the Xxxxxxx Xxxxxxx Xxxxxxx Grandchildren's Trust
dated September 5, 1980, one for the benefit of each of:
Xxxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxxx Xxxxxxx
United States Trust Company
of New York, Trustee
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
The trust established by Xxxxxxx Xxxxxxx Xxxxxxx under the Trust Agreement dated
February 6, 1970, for the benefit of Xxxxxxx Xxxxxxx Xxxxxxx
United States Trust Company
of New York, Trustee
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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The two 1990 Personal Income Trusts established by Xxxxxxx X. Xxxxxxx, dated
April 20, 1990, one for the benefit of each of:
Xxxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxxx Xxxxxxx
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Xxxxx X. Xxxxxxx, Trustee
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Xxxxxx X. Xxxxxxx, Trustee
ALLIANT ENERGY RESOURCES, INC.
By:
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Name:
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Title:
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XXXXXXXX & ILSLEY TRUST COMPANY,
As Nominee and Escrow Agent for Alliant
Energy Resources, Inc.
By:
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Name:
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Title:
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