Exhibit 10.8


                          THE MCLEODUSA INCORPORATED
                      EMPLOYMENT SECURITY SEVERANCE PLAN


         The McLeodUSA Incorporated Employment Security Severance Plan (the
"Plan"), as set forth herein, is intended to provide guidelines for the
provision of severance pay and benefits to eligible employees of McLeodUSA
Incorporated following a Change in Control (as defined below). The sponsor of
the Plan is McLeodUSA Incorporated.

         Section 1. DEFINITIONS. As hereinafter used:

         (a) "Administrative Committee" means the committee appointed by the
Company to administer the Plan, interpret the Plan, determine eligibility and
perform other functions as further described herein. The Company may appoint
or remove members of the Administrative Committee at any time and for any
reason, in its discretion. Prior to a Change in Control, the Company may
designate the members of the Administrative Committee to serve following a
Change in Control, and may provide that the membership of such committee may
not be changed by the Company following a Change in Control.

         (b) A termination for "Cause" means a termination by the Company
following an Employee's (i) engaging in a criminal act involving the Company;
(ii) engaging in willful misconduct that is materially injurious to the
Company, monetarily or otherwise; or (iii) breach of fiduciary duty involving
personal profit including, without limitation, embezzlement, misappropriation
or conversion of assets or opportunities of the Company or any of its
affiliates or subsidiaries.

         (c) "Bonus" means the higher of (i) the annual bonus paid or payable
to the Employee in respect of the calendar year prior to the year in which the
Severance Date occurs or (ii) the annual bonus paid or payable to the Employee
in respect of the calendar year prior to the year in which the Change in
Control occurs; provided, however, that in the event the Employee received a
pro-rated Bonus in respect of any such calendar year, the Bonus for such year
shall be deemed to be equal to such Bonus annualized to account for such
pro-ration.

         (d) "Change in Control" means the consummation of the first to occur
of the following events: (i) a dissolution or liquidation of the Company; (ii)
a merger, consolidation, or reorganization of the Company with one or more
other entities in which the Company is not the surviving entity (other than
any such transaction effected to implement a recapitalization of the Company,
provided such recapitalization does not result in a Change in Control); (iii)
a sale of substantially all of the assets of the Company; or (iv) any
transaction (including, without limitation, a merger, consolidation or
reorganization in which the Company is the surviving entity) that results in
any person or entity (other than persons who are holders of stock of the
Company at the time the Plan was approved by the stockholders and other than
an Affiliate) owning 51 percent or more of the combined voting power of all
classes of stock of the Company.

         (e) "Company" means McLeodUSA Incorporated.

         (f) "Disability" means an Employee's becoming eligible to receive
benefits under (i) the applicable long term disability plan of the Company or
(ii) Social Security (for an Employee who is not covered by a plan described
in clause (i)).

         (g) "Effective Date" means October 14, 2004.

         (h) "Eligible Director Level Employee" means an Employee who,
immediately prior to a Change in Control, held a position at the level of
Director and participated in the Performance Bonus Plan, other than
quota-bearing directors in the Sales organization (who shall not be considered
Eligible Director Level Employees for purposes of the Plan).

         (i) "Employee" means a person, domiciled in the United States, who is
actively employed by the Company and who is, at the time of a Change in
Control, a Director Level Employee or above, but excluding the individuals
listed on Exhibit A hereto (which Exhibit may be changed from time to time,
but which may not be changed following a Change in Control).

         (j) "ERISA" means the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.

         (k) "Good Reason" means a termination that occurs within the 60 day
period following (i) a reduction in the Employee's annual base salary or
target bonus opportunity as in effect immediately prior to the Change in
Control or (ii) a requirement that the Employee work from a location that is
more than 50 miles from the Employee's office location immediately prior to
the Change in Control.

         (l) "Performance Bonus Plan" means the plan pursuant to which the
Compensation Committee of the Board of Directors of the Company approves
certain annual performance goals and adopts associated target bonus levels for
senior management, with minimum target bonus levels for participating
Vice-Presidents and above set at 50% of base salary, and for participating
Directors at 35% of base salary.

         (m) "Qualifying Termination" means, except as otherwise determined by
the Administrative Committee, the termination of an Employee's employment
during the 18 month period immediately following a Change in Control other
than a termination (i) due to the Employee's death, (ii) by the Company for
Cause or due to the Employee's Disability or (iii) by the Employee(unless the
termination of employment by the Employee is for Good Reason) .

         (n) "Salary" means the Employee's base annual salary as shown on the
records of the Company and in effect immediately prior to the Change in
Control (or if greater, such amount as the annual base salary may have been
increased to thereafter). "Salary" does not include overtime, shift
differential, bonus, commission or any other remuneration.

         (o) "Severance Benefit" means the payments and benefits provided to
Severance Eligible Employees pursuant to Section 2.

         (p) "Severance Bonus" means with respect to

                  (i) a Vice President and Above Employee or Eligible Director
         Level Employee, the higher of such Employee's Target Bonus or Bonus
         (provided, however, that Severance Bonus with respect to Director
         Level Employees shall not be less than 35% of the Eligible Director
         Level Employee's Salary, or with respect to Vice President and Above
         Employees, shall not be less than 50% of such Employee's Salary), and

                  (ii) a Vice President - Wholesale -Sales or Mid-Market
         Sales, such Employee's Bonus.

         (q) "Severance Date" means the date after the Effective Date on which
an Employee experiences a Qualifying Termination.

         (r) "Severance-Eligible Employee" means an Employee who has
experienced a Qualifying Termination.

         (s) "Target Bonus" means the Employee's annual target performance
bonus amount in effect under the Performance Bonus Plan for the year in which
the Change in Control occurs, without giving effect to any reduction thereto.

         (t) "Vice President and Above Employee" means an Employee who,
immediately prior to a Change in Control, held a position at the level of Vice
President or above and participated in the Performance Bonus Plan, but does
not include Vice Presidents - Wholesale Sales or Mid-Market Sales.

         (u) "Vice President- Wholesale Sales or Mid-Market Sales" means an
Employee who, immediately prior to a Change in Control, held a position at the
level of Vice President - Wholesale Sales or Vice President - Mid-market Sales
and participated in the $100,000 annual target bonus plan or successor plan.

         (v) "WARN Act" means the Worker Adjustment and Retraining
Notification Act.

         Section 2. SEVERANCE BENEFITS.

         (a) Severance Benefits. Each Severance Eligible Employee shall be
entitled to receive severance pay as follows:

                  (i) Vice President and Above Employees and Vice
         President-Sales (Wholesale and Mid-Market) Employees. Each Vice
         President and Above Employee or Vice President-Sales (Wholesale and
         Mid-Market) Employee shall receive severance pay in a lump sum equal
         to twelve months of such Employee's Salary plus such Employee's
         Severance Bonus, to be paid within 10 days following the Qualifying
         Termination (subject to compliance with Section 2(d)).

                  (ii) Eligible Director Level Employees. Each Eligible
         Director Level Employee shall receive severance pay in a lump sum
         equal to six months of such Employee's Salary plus such Employee's
         Severance Bonus, to be paid within 10 days following the Qualifying
         Termination (subject to compliance with Section 2(d)).

         (b) Severance Pay Limitation. Notwithstanding any provisions of the
Plan to the contrary, in no event shall the total amount of severance pay for
any Severance Eligible Employee equal or exceed the minimum amount that would
cause the Severance Eligible Employee to be subject to an excise tax pursuant
to the operation of Section 4999 of the Internal Revenue Code of 1986, as
amended.

         (c) Offset for Other Severance Payments or Benefits. If the Company
is obligated by law (including the WARN Act or any similar state or foreign
law) or by contract or otherwise to pay severance pay, a termination
indemnity, notice pay, or the like, or if the Company is obligated by law or
by contract to provide advance notice of separation ("Notice Period"), then
any Severance Benefits hereunder shall be reduced by the amount of any such
severance pay, termination indemnity, notice pay or the like, as applicable,
and by the amount of any compensation received during any Notice Period.

         (d) Release Required. Notwithstanding anything in the Plan to the
contrary, the payment of any amounts hereunder shall be subject to the
execution by the Severance Eligible Employee (and failure to revoke) of a
release of the Company and its affiliates, substantially in the form set forth
in Exhibit B hereto.

         Section 3. PLAN ADMINISTRATION.

         (a) The Plan shall be interpreted, administered and operated by the
Administrative Committee which shall have complete authority in its sole
discretion subject to the express provisions of the Plan, to determine who
shall be eligible for Severance Benefit, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable for the administration of the Plan.

         (b) All questions of any nature whatsoever arising in connection with
the interpretation of the Plan or its administration or operation shall be
submitted to and settled and determined by the Administrative Committee in
accordance with the procedure for claims and appeals described in Section
5(h). Any such settlement and determination shall be final and conclusive, and
shall bind and may be relied upon by all parties in interest.

         (c) The Administrative Committee may delegate any of its duties
hereunder to such person or persons from time to time as it may designate.

         (d) The Administrative Committee is empowered, on behalf of the Plan,
to engage accountants, legal counsel and such other personnel as it deems
necessary or advisable to assist it in the performance of its duties under the
Plan. The functions of any such persons engaged by the Administrative
Committee shall be limited to the specified services and duties for which they
are engaged, and such persons shall have no other duties, obligations or
responsibilities under the Plan. Such persons shall exercise no discretionary
authority or discretionary control respecting the management of the Plan. All
reasonable expenses of the Administrative Committee and any experts the
Administrative Committee may engage shall be borne by the Company.

         Section 4. PLAN MODIFICATION OR TERMINATION. The Plan may be amended
or terminated solely by the Company at any time, in any manner and for any
reason. Notwithstanding the foregoing, (i) the Plan may not be amended or
terminated following a Change in Control and (ii) any termination of or
amendments made to the Plan within the one year period prior to a Change in
Control shall not be given effect if such termination or amendment has the
effect of reducing benefits payable under the Plan, excluding Employees from
participation in the Plan or is otherwise adverse to the interest of Plan
participants.

         Section 5. GENERAL PROVISIONS.

         (a) Nothing herein contained shall be construed as a contract of
employment between the Company and any person, or be deemed to give any
Employee the right to continue in the service of the Company for any period of
time. Nothing herein shall be deemed to interfere with the right of the
Company to discharge any Employee at any time, with or without cause, nor
shall it interfere with the Employee's right to terminate his service at any
time.

         (b) Except as otherwise provided herein or by law, no right or
interest of any Employee under the Plan shall be assignable or transferable,
in whole or in part, either directly or by operation of law or otherwise,
including without limitation by execution, levy, garnishment, attachment,
pledge or in any manner; no attempted assignment or transfer thereof shall be
effective; and no right or interest of any Employee under the Plan shall be
liable for, or subject to, any obligation or liability of such Employee. When
a payment is due under this Plan to an Employee who is unable to care for his
or her affairs, payment may be made directly to his or her legal guardian or
personal representative. The payment to such person shall constitute a full
discharge of the Company's obligations hereunder.

         (c) The Severance Benefits provided for in this Plan are not vested
benefits and the Plan shall not be funded. No Employee shall have any right to
or interest in any assets of the Company pursuant to this Plan. All Severance
Benefits provided to a Severance Eligible Employee under the Plan shall be
paid from the general assets of the Company and the status of a Severance
Eligible Employee's claim to any Severance Benefit shall be the same as the
status of a claim against the Company by any general and unsecured creditor.
No person can look to, or have any claim against, any Company officer,
director, employee or agent as an individual for payment of any Severance
Benefit payable under the Plan.

         (d) If any provision of the Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be construed and enforced as if such
provisions had not been included. Moreover, if any provision of the Plan shall
be held unenforceable or invalid by reason of its scope, such provision shall
be deemed to be modified to the extent necessary to render the provision valid
and enforceable.

         (e) The Plan, as a "severance pay arrangement" within the meaning of
Section 3(2)(B)(i) of ERISA, is intended to be excepted from the definitions
of "employee pension benefit plan" and "pension plan" set forth under Section
3(2) of ERISA, and is intended to meet the descriptive requirements of a plan
constituting a "severance pay plan" within the meaning of regulations
published by the Secretary of Labor at Title 29, Code of Federal Regulations,
ss. 2510.3-2(b). The Company intends that this Plan constitute a "welfare
plan" as such term is defined under ERISA. The Plan shall be governed by and
construed in accordance with the preceding. To the maximum extent permitted by
ERISA or other federal law, the provisions of the Plan shall be construed in
accordance with the laws of the State of Delaware. Headings and subheadings
have been added for convenience of reference and shall have no substantive
effect whatsoever.

         (f) Amounts payable pursuant to the Plan shall not constitute
compensation for purposes of any other plan, program or policy of the Company
or any of its affiliates.

         (g) Notices and all other communications provided for hereunder shall
be in writing and shall be deemed to have been duly given when delivered or
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed, if to the Participant, to the most recent address shown in
the personnel records of the Company and, if to the Company, to the address
set forth below, or to such other address as either party may have furnished
to the other in writing in accordance herewith, except that notice of change
of address shall be effective only upon actual receipt:

                  To the Company:

                  McLeodUSA Incorporated
                  McLeodUSA Technology Park
                  PO Box 3177
                  Cedar Rapids, IA 52406-3177
                  Attn: General Counsel

         (h) The Company shall have the right to take such action as it deems
necessary or appropriate to satisfy any requirement under federal, state or
other law to withhold or to make deductions from any amount of severance pay
or other payment or benefit provided pursuant to the Plan.

         (i) In the event of a claim by an Employee with respect to benefits
or denial of benefits hereunder, such Employee shall, not later than thirty
(30) days after the occurrence of the events giving rise to such claim,
present the reason for his or her claim in writing to the Administrative
Committee. The Administrative Committee shall, within sixty (60) days after
receipt of such written claim, send a written notification to the Employee as
to its disposition. In the event the claim is wholly or partially denied, such
written notification shall (a) state the specific reason or reasons for the
denial, (b) make specific reference to pertinent Plan provisions on which the
denial is based, (c) provide a description of any additional material or
information necessary for the Employee to perfect the claim and an explanation
of why such material or information is necessary, and (d) set forth the
procedure by which the Employee may appeal the denial of his or her claim. In
the event an Employee wishes to appeal the denial of his or her claim, he or
she may request a review of such denial by making application in writing to
the Administrative Committee within sixty (60) days after receipt of such
denial. Such Employee (or his or her duly authorized legal representative)
may, upon written request to the Administrative Committee, review any
documents pertinent to his or her claim, and submit in writing issues and
comments in support of his or her position. Within sixty (60) days after
receipt of a written appeal (unless special circumstances, such as the need to
hold a hearing, require an extension of time, but in no event more than one
hundred twenty (120) days after such receipt), the Administrative Committee
shall notify the Employee of the final decision. The final decision shall be
in writing and shall include specific reasons for the decision, written in a
manner calculated to be understood by the claimant, and specific references to
the pertinent Plan provisions on which the decision is based.

         (j) The Plan shall be effective as of the Effective Date and shall
remain in effect unless and until terminated pursuant to Section 4.






                                   EXHIBIT A

List of Excluded Employees

Chris A. Davis

Stephen C. Gray

G. Kenneth Burckhardt