AUDIT COMMITTEE CHARTER

Statement of Purpose

The Audit Committee of SureWest Communications ("Company") shall provide assistance to the Board of Directors ("Board") in the general oversight of corporate accounting, financial reporting processes and practices of the Company, the quality and integrity of the financial reports of the Company, and the Company's internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations.  In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the directors, the independent registered public accounting firm, the internal auditors, and the financial management of the corporation, including insuring receipt from outside auditors a formal written statement delineating all matters set forth in NASDAQ Rules.

The Audit Committee is not responsible for planning or conducting the audit or determining whether the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles.  Such activities are the responsibility of management and the Company's independent registered public accounting firm.  The Audit Committee does not itself prepare financial statements or perform audits or auditing services, and its members are not auditors, certifiers of the Company's financial statements or guarantors of the reports of the Company's independent registered public accounting firm.

The Audit Committee has authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties, and the Audit Committee shall receive appropriate funding, as determined by the Audit Committee, from the Company for payment of compensation to the outside legal, accounting or other advisors employed by the Audit Committee.

Organization and Structure

The Audit Committee shall be composed of at least three directors determined by the Board to meet the independence requirements of NASDAQ Rules, and otherwise meet or satisfy all requirements for Audit Committee membership under NASDAQ Rules.    Appointment to the Audit Committee, including the designation of the Chair and the designation of any committee members as "audit committee financial experts" shall be made on an annual basis by the full Board upon recommendation of the Nominating and Governance Committee.  The Audit Committee shall be supported by the Company's Chief Financial Officer and Controller.

Meetings of the Audit Committee shall be held at such times and places, but not less than four times per year, as the Audit Committee shall determine, including by written consent.  When necessary, the Audit Committee shall meet in executive session outside of the presence of any executive officer of the Company.  The Chair of the Audit Committee shall report on activities of the Audit Committee to the full Board.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the directors and shareholders that the corporate accounting and reporting practices of the Company are in accordance with all requirements and are of the highest quality.  The Committee has all the responsibilities and authority necessary to comply with NASDAQ Rules.

      In carrying out these responsibilities, the Audit Committee will:

• Appoint the independent registered public accounting firm to be employed by the corporation to audit the consolidated financial statements of the Company for the ensuing year, and be directly responsible for the compensation and oversight of the work of the independent registered public accounting firm, and shall have full authority for replacement.  The independent registered public accounting firm shall report directly to the Audit Committee.
• Preapprove all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm, subject to the diminimis exceptions for non-audit services described in the Securities Exchange Act of 1934, as amended, which are approved by the Audit Committee prior to the completion of the audit.  The Audit Committee may delegate authority to its Chair or subcommittees of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that the decisions of the Chair or such subcommittee to grant preapprovals shall be presented to the full Audit Committee at its next scheduled meeting.
• Meet with the independent registered public accounting firm and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof, review such audit, including any comments or recommendations of the independent registered public accounting firm.
• Review and discuss with the independent registered public accounting firm its annual written statement delineating all relationships or services between the independent registered public accounting firm and the Company, or any other relationships or services that may impact its objectivity and independence.
• Review with management and the independent registered public accounting firm the Company's annual audited and quarterly financial statements, including the Company's disclosures in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and review with management and the independent registered public accounting firm:

(i)       the results of the audit and the opinion on the annual financial statements;
(ii)      the judgments of the independent registered public accounting firm on the quality and consistent application of the Company's accounting principles, the reasonableness of significant judgments, clarity of disclosures and underlying estimates in the financial statements;
(iii)     changes in accounting principles or application thereof, significant judgment areas, and significant and complex transactions;
(iv)     the effectiveness and adequacy of the Company's internal auditing; and
(v)      any disagreements between management and the independent registered public accounting firm, about matters that individually or in the aggregate could be significant to the Company's financial statements or the report of the independent registered public accounting firm, and any serious difficulties the independent registered public accounting firm encountered in dealing with management related to the performance of the audit and management's response.

• Recommend to the Board whether the audited financial statements should be included in the Company's Annual Report on Form 10-K and review with management and auditors the Company's Quarterly Reports on form 10-Q prior to filing with the SEC.
• Discuss each of the Company's earnings press releases with management and the independent registered public accounting firm prior to its issuance, as well as corporate policies with respect to the disclosure of financial information.  In particular, the Committee shall periodically review with management and the independent registered public accounting firm the type of presentation and information to be included in the Company's earnings press releases and, to the extent applicable, earnings guidance provided to analysts and ratings agencies.
• Provide sufficient opportunity for the independent registered public accounting firm to meet with the members of the Audit Committee without members of management present.  Among the items to be discussed in these meetings are the evaluation of the Company’s financial, accounting, and auditing personnel, and the cooperation that the independent registered public accounting firm received during the course of the audit.
• Review and report to the Board the propriety and ethical implications of any transactions, as reported or disclosed to the Committee by the independent registered public accounting firm, employees, officers, members of the Board or otherwise, between (a) the Company and (b) any employee, officer or member of the Board of the Company or any affiliates of the foregoing.
• Review accounting and financial human resources and succession planning within the Company.
• At least annually, obtain from and review a report by the independent registered public accounting firm describing (i) its internal quality control procedures, and (ii) any material issues raised by the most recent internal quality control review, or peer review, or by any professional inquiry or investigation within the preceding five years regarding any audit performed by the independent registered public accounting firm, and any steps taken to deal with any such issues.
• Review the adequacy and effectiveness of the Company's disclosure controls and procedures.
• Review the adequacy and effectiveness of the Company's internal controls, including any significant deficiencies in such controls and significant changes or material weaknesses in such controls reported by the independent registered public accounting firm, internal auditors or management, and any fraud, whether or not material, that involves management or other Company employees who have a significant role in such controls.
• Review with the Director of Internal Audit the scope, qualifications, resources, activities and effectiveness of the internal audit function, and approve the appointment, replacement or dismissal of the Director of Internal Audit.
• Review and approve all related-party transactions (as defined in the relevant NASDAQ requirements) and have responsibility for administering the Company’s Related Party Transaction Policies and Procedures.
• Submit, or cause to be submitted, the minutes of all meetings of the Audit Committee to, or discuss the matters discussed at each committee meeting with, the board of directors.
• Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, doing so is appropriate.
• Annually review the adequacy of the Committee formal written charter and recommend any proposed changes to the Board.

QLCC Responsibilities

The Board has designated the Audit Committee as a qualified legal compliance committee ("QLCC").  In carrying out its responsibilities as a QLCC, the Audit Committee will:

• Establish written procedures (the current form of which are attached as Appendix A hereto) for the confidential receipt, retention and consideration of evidence of a material violation of an applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law, or a similar material violation of any United States federal or state law by the corporation or by any officer, director, employee or agent of the corporation (each, a "Material Violation") that is reported to the Committee by the corporation's chief legal officer (or the equivalent thereof) or other legal advisors.
• To the extent required by any regulatory body, inform the corporation's chief legal officer and chief executive officer (or the equivalents thereof) of any report of evidence of a Material Violation that is reported to the Committee by the corporation's chief legal officer (or the equivalent thereof) or other legal advisor.
• Determine whether an investigation is necessary regarding any report of evidence of a Material Violation that is reported to the Committee by the corporation's chief legal officer (or the equivalent thereof) or other legal advisors.
• If the Committee determines an investigation is necessary or appropriate: (i) notify the full Board; (ii) initiate an investigation, which may be conducted either by the chief legal officer (or the equivalent thereof) or by outside attorneys; and (iii) retain such additional expert personnel as the Committee deems necessary. At the conclusion of any such investigation: (i) recommend, by majority vote, that the corporation implement an appropriate response to evidence of a Material Violation; and (ii) inform the chief legal officer and the chief executive officer (or the equivalents thereof) and the Board of the results of any such investigation and the appropriate remedial measures to be adopted.
• Acting by majority vote, take all other appropriate actions to respond to evidence of a Material Violation that is reported to the Committee by the corporation's chief legal officer (or the equivalent thereof) or other legal advisors.

Appendix A
QLCC Procedures

In order to facilitate the Audit committee's confidential receipt, retention and consideration of reports of Material Violations (each, a "Report"), the Audit Committee has established the following procedures:

(1)       Any Report shall be made in the first instance to the Chair of the Audit Committee by direct communication.  If it is an exigent matter and the Chair is unavailable, then the attorney shall make the Report to another member of the Audit Committee.

(2)       A reporting attorney must make sure that the person to whom he or she reports is expressly advised that the attorney is making a Report under the Audit Committee Charter.

(3)       The Audit Committee shall send a written acknowledgement of receipt of each oral or written report to the sender.

(4)       The Chair shall convene a meeting of the Audit Committee promptly upon receipt of a Report.  The Audit Committee shall review each Report and determine whether an investigation is necessary or desirable in connection with the matters addressed in the Report.  The Audit Committee shall keep minutes of each of its meetings conducted as a QLCC.

(5)       The Audit Committee may consult with appropriate officers of the Company, including the chief legal officer, or retain outside counsel or experts in connection with its determination as to whether to commence an investigation in connection with a Report.  The Audit Committee may rely on the chief legal officer or his or her designee to perform a preliminary investigation and advise the Audit Committee as to whether further investigation is required.

(6)       The Committee shall retain a log of all Reports, tracking their receipt, investigation and resolution, and advise the Board of these Reports.

(7)       The Audit Committee shall take appropriate measures so that, to the maximum extent possible, consistent with its obligations, the Company's legal privileges are protected in connection with the Audit Committee's activities.

(8)       The Audit Committee shall maintain confidentiality in its activities to the maximum extent possible consistent with performing a full and fair investigation.  The Audit Committee shall maintain all documents received or reviewed by it in accordance with the Company's document retention policy.