MADISON RIVER COMMUNICATIONS CORP S-1/A

AMENDMENT NO.2 TO FORM S-1

NOTE REPAYMENT AND SETTLEMENT AGREEMENT

CREDIT AGREEMENT

ESCROW AGREEMENT DATED SEPT. 28, 1999

AMENDMENT TO ESCROW AGREEMENT DATED SEPT. 28, 1999

INCENTIVE GRANT AGREEMENT J. STEPHEN VANDERWOUDE

INCENTIVE GRANT AGREEMENT PAUL H. SUNU

INCENTIVE GRANT AGREEMENT BRUCE J. BECKER

LONG TERM INCENTIVE PLAN SECOND AMENDMENT

LONG TERM INCENTIVE STOCK PLAN

AMEND / RESTATED REVOLVING LINE OF CREDIT AGREEMENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

GRAPHIC

GRAPHIC

GRAPHIC