INTRODUCTION

This Code of Ethics and Business Conduct is a formal operating guide adopted by the Board of Directors of SureWest Communications ("SureWest" or the "Company") to set forth the Company’s policy with respect to business ethics and to ensure that all corporate business is conducted with the highest standards of integrity and in compliance with all applicable laws and regulations. The policies and guidelines established in this Code of Ethics and Business Conduct are applicable to all employees and members of the Board of Directors. The Company will never tolerate unethical or unlawful business conduct or behavior. In certain circumstances, the appearance of impropriety can be just as damaging to the Company as actual impropriety. Consequently, the appearance of impropriety will not be tolerated.

The Mission of the Company is to be the preferred provider of reliable, advanced communications solutions and quality customer care for a rapidly expanding customer base, enhancing shareholder value through Company growth and diversity while remaining an employee and community oriented company.

The accomplishment of our Mission will not come at the expense of honest and ethical business conduct. No business or financial purpose ever justifies improper or unethical business conduct. The Company will operate with the strong sense of integrity necessary to maintaining trust and credibility with our customers, employees and shareholders.

This Code of Ethics and Business Conduct identifies the broad principles of legal and ethical business conduct endorsed by the Company. It is not an exhaustive list of legal or ethical principles or issues, which might confront our representatives. We expect the use of good judgment in all aspects of Company business, and this Code should be applied using common sense and judgment to the extent a specific fact pattern or scenario is not expressly discussed in this Code. You should consult with your supervisor if you are unclear as to the application of this Code under a particular set of circumstances.

Every employee is responsible for his or her own actions with respect to proper conduct and behavior. Proper business and ethical conduct are fundamental conditions of employment. In addition, any employee regardless of position, title or grade, who observes or becomes aware of unethical or unlawful activity, should report such activity immediately to the Human Resources Department or the Audit Committee of the Board of Directors at AuditCommittee@surewest.com. If you are concerned about maintaining anonymity, you may send correspondence to the following outside private mailbox address at:

Audit Committee
P. O. Box 601
Roseville, CA 95678-0601

In those situations in which a violation has occurred, prompt corrective action will be taken. Reprisals or retribution against an employee who lodges a complaint will not be tolerated.

CONFLICTS OF INTEREST POLICY

Ordinarily, you will know whether or not a particular activity involves an actual or potential conflict of interest without the need for specific rules. It is impossible to enumerate every circumstance that might give rise to a conflict of interest, but the following list should serve as a guide to the types of activities that might create such a conflict.

• You should not render any managerial consulting or other types of services, whether or not for compensation, to any outside concern that competes directly or indirectly with, or does business with, the Company.
• If you have the authority to purchase goods or services or invest Company financial resources on behalf of the Company, or if you are in a position to influence such purchases or investments, then you should not be employed by or serve as a director of, or have a substantial financial interest in or business relationship with, any outside concern that does business with or competes directly or indirectly with the Company. If you or any member of your immediate family that lives with you is employed by, serves as a director of, or has a substantial financial interest in or business relationship with, any outside concern that does business with or competes directly or indirectly with the Company, you must disclose the relationship and obtain the prior written approval of the President or his designee in order to continue your employment with the Company. An investment or financial interest amounting to less than one percent (1%) of the securities of a publicly owned corporation that is listed on a national exchange would not ordinarily constitute a conflict of interest.
• You must never disclose or use confidential information of the Company, its customers or employees for the personal profit or advantage of yourself or any other person.
• You are not authorized to endorse outside products and services on behalf of the Company.

If you have a question about whether or not you have a conflict of interest, please bring it to the attention of your department manager. Any doubt should be resolved in favor of disclosure and a request for specific guidance.

You are expected to abide by the spirit as well as the letter of this policy, because this policy is, by necessity, general. You are also expected to cooperate with any inquiries or investigations concerning a possible or suspected violation of this policy.

Gifts and Gratuities
While you are employed at the Company, you must conduct your business and personal life in strict compliance with all applicable laws and regulations. It is against the policy of the Company for you to attempt to influence favorably the purchase of the Company’s services or obtain special favors by making payments or giving consideration to customers, governmental employees, or others. Gifts and entertainment may be given to others only if they meet all of the following criteria:

• The value of gifts or entertainment must not exceed common courtesies usually associated with business practice, and must be of such limited value as not to be construed as a bribe or payoff;
• They must not be in violation of any applicable law, regulation or accepted ethical standard, or of such a nature that the public disclosure of the gifts or entertainment would reflect unfavorably on the Company; and
• You keep specific records to demonstrate to the Company that you have not exceeded these limits.

You are forbidden from seeking, soliciting, or accepting any payment or fee from any supplier or vendor that does business with or is a competitor of the Company. Any gifts or gratuities received by you or any member of your immediate family from suppliers must be of such minimal value and infrequency that they could not reasonably be construed as bribes, payoffs, or rebates.

Participation in Community Affairs
The Company believes that it is important for citizens to participate in political and government processes. Unless approved by a member of the Management Committee, whatever you do undertake must be in your role as a private citizen and not as a representative of the Company. Furthermore, unless approved by a member of the Company's Management Committee, any such involvement should be conducted on your own time, not the Company's, and with the aid of your personal resources, not the Company’s.

Directorships
No employee of the Company may serve as the director or officer of any other for-profit or not-for-profit business or entity, except in exceptional circumstances and upon written approval by the President of the Company. This restriction is required because of the liability problems raised by such affiliation. As a preliminary matter, any such outside business organization must have obtained directors' and officers' liability insurance, and undertaken meaningful corporate action to indemnify board members.

SPECIAL OBLIGATIONS FOR FINANCIAL REPORTING EMPLOYEES

As a public company it is critical that the Company's filings with the Securities and Exchange Commission be accurate and timely. Employees may be called upon to provide information to assure that the Company's public reports are complete, fair and understandable. We expect all of personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements.

The Corporate Finance Department bears a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of the Company. The Chief Executive Officer and Corporate Finance Department personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the Company as a whole that ensures the fair and timely reporting of our financial results and condition.

Because of this special role, the Chief Executive Officer and all members of the Corporate Finance Department are bound by the following Financial Officer Code of Ethics, and by accepting the Code of Ethics and Business Conduct, each agrees that he or she will:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
• Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications.
• Comply with rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.
• Act in good faith, responsibly, with due care, competence and diligence, to not misrepresent material facts or allow independent judgment to be compromised.
• Respect the confidentiality of information except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage.
• Promote and be an example of ethical behavior as a responsible partner among peers in the work environment.
• Achieve responsible use of and control over all assets and resources employed or entrusted.
• Promptly report to the Chief Financial Officer and/or the Chairman of the Audit Committee of the Board of Directors any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Code of Ethics and Business Conduct, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.

Violations of this Financial Officer Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment. If you believe that a violation of the Financial Officer Code of Ethics has occurred, please contact the Chief Financial Officer or the Audit Committee of the Board of Directors at AuditCommitte@surewest.com, or if you are concerned about maintaining anonymity, you may send correspondence to the following outside private mailbox address at:

Audit Committee
P. O. Box 601
Roseville, CA 95678-0601

It is against the Company's policy to retaliate against any employee for good faith reporting of violations of this Code. Reprisals or retributions against an employee who makes a report will not be tolerated.

PUBLIC RESPONSIBILITIES

Stock Transactions
The Company's Insider Trading Policy prohibits Company employees from making transactions (i.e., buying or selling) in Company stock (including options and related investments), at any time when the employee may possess material information about the Company that has not been publicly disclosed. Information may be considered material if it is considered so important that its public release would have been viewed by the reasonable investor as having significantly altered the "total mix" of information made available, and so could affect the Company's stock price. Federal and state securities laws dictate this policy, and it applies to all officers, members of the Board of Directors, employees, consultants and contractors, including members of their immediate families and households, who receive or have access to material nonpublic information regarding the Company.

Certain material information that is related to the Company's business may not affect the Company's stock price, but may affect the stock price of another company or the value of other investment opportunities. Company employees who are working on or who have knowledge of a business transaction which may be material to another company, are subject to the same restrictions on trading in the stock of the other company as described above concerning material nonpublic information regarding the Company. Trading in the securities of the other company must be delayed until the information is publicly announced or otherwise becomes nonmaterial to the other company.

Members of the Board of Directors, executives officers and other individuals with access to material nonpublic information are subject to additional restrictions on the trading of Company stock, including mandatory "blackout periods" during which they may not engage in any Company securities transactions.

In addition, individuals in possession of material nonpublic information are also prohibited from "tipping" others. This concept includes passing on information on an unauthorized basis to friends or family members under circumstances that suggest the "tipper" was trying to assist them in making a profit or avoiding a loss. Besides being considered a form of insider trading, tipping is also a breach of corporate confidentiality. Persons in possession of material nonpublic information must avoid discussion of any sensitive information in locations where others may gain access to the protected information.

Special Government Rules
Conducting business with any government body (including national, state or municipal) often triggers special requirements. Because government officials are obligated to follow specific codes of conduct and laws, special care must be undertaken in any government transaction. Special considerations include:

• Avoiding the improper solicitation of confidential information;
• The prohibition of any kickbacks, bribes, gratuities of exchange or anything else of value with the intention of obtaining favorable treatment from the recipient (including exchanges which might otherwise be customary in the business sector); and
• The hiring of present and former government personnel only in compliance with applicable laws and regulations.

Political Contributions and Activities

No Company assets, including employee work time, use of the Company's premises or equipment, may be contributed to any political candidate, political action committee, party or ballot measure without the permission of the President of the Company. Company employees may participate in any political activities of their choice on an individual basis, with their own money, and on their own time, subject to all applicable laws and regulations.

Trade Practices
The economy of the United States is based upon the principle that competition and profit will produce high-quality goods at fair prices. Certain laws and regulations prohibit specified business practice that would inhibit the competitive process.

Customers. The Company generally chooses the individuals and entities with whom it chooses to do business. The Company may not agree with other companies, whether or not they are competitors, to refrain from doing business with a particular customer or vendor. The Company's decisions must be made independently and without collaboration with third parties.

Competitors. The Company must be very sensitive to any transaction involving a competitor. As an example, any agreements with competitors, which affect pricing or output, or allocate customers or territories, are prohibited. These topics should not be discussed with competitors, and our employees must not discuss terms of sale, costs, product plans or any other confidential or proprietary information with a competitor.

Further, to the extent that any of the Company's services are regulated, rates may be established by tariffs adopted by the Federal Communications Commission or California Public Utilities Commission. The Company will not suggest to customers that we may provide regulated products and services at lower rates or on more convenient terms than those made available to other subscribers.

USING COPYRIGHTED INFORMATION

Employees may sometimes need to use third-party copyrighted material to perform their jobs. Before such third-party material may be used, appropriate authorization from the copyright holder must be obtained, other than for material for which the Company holds the copyright. The need for such permission may exist whether or not the end product containing third-party material is for personal use, for the Company's internal or other use. It is against the Company policy and it may be unlawful for any employee to copy, reproduce, scan, digitize, broadcast, or modify third-party copyrighted material when developing Company products, promotional materials or written communications, unless written permission from the copyright holder has been obtained prior to the proposed use. Improper use could subject both the Company and the individuals involved to possible civil and criminal actions for copyright infringement. It is against our policy for employees to use Company facilities for the purpose of making or distributing unauthorized copies of third-party copyrighted materials for personal use or for use by others.

PROPRIETARY INFORMATION

Proprietary information is defined as information developed, created, discovered by or on behalf of the Company, or that became known by or was conveyed to the Company, that has commercial value in the Company's business or that the Company does not want publicly disclosed. The Company requires that each employee be personally responsible for safeguarding the Company's proprietary information from loss or improper modification or disclosure.

The Company's business and business relationships center on the confidential and proprietary information of the Company and of those with whom we do business- customers, vendors, and others. The disclosure or use of confidential and proprietary information - whether belonging to the Company or a third party - should be covered by a written agreement. In addition to the obligations imposed by that agreement, all employees should comply with the following requirements:

• Confidential information should be received and disclosed only under the auspices of a written agreement;
• Confidential information should be disclosed only to those Company employees who need to access it to perform their jobs for the Company;
• Confidential information of a third party should not be used or copied by any Company employee except as permitted by the third-party owner in a written agreement between the Company and the third party owner;
• Employees must refrain from using any confidential information belonging to any former employers (with the exception of any such information acquired by the Company), and such information must never be brought to the Company or provided to other employees.

WAIVER OF THE CODE

Any waiver of any provision of this Code must be approved.

• With regard to any director or officer, by the Board of Directors, or if a significant number of its members will be personally affected by the waiver, by a committee consisting entirely of directors who will not be personally affected by the waiver.
• With regard to any employee who is not an officer of the Company, by the employee's supervisor or such other person as is designated by the President of the Company.

No waiver of any provision of this Code with regard to a director or officer will be effective until that waiver has been reported to the person responsible for the preparation and filing of the Company's reports on Form 8-K (or any successor to that form) in sufficient detail to enable that person to prepare a report on Form 8-K containing any required disclosure with regard to the waiver. The Company will promptly disclose on Form 8-K, by means of the filing of such form and dissemination by the Internet or by other electronic means, any change in or waiver of the Code.

Any waiver of provisions of this Code will be reported in filings with the SEC and otherwise reported to the Company's stockholders to the full extent required by the rules of the SEC and by any applicable rules of the Nasdaq Stock Market.