FairPoint Communications 2005 Annual Report Download - page 214

1. 
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees,
directors and officers must respect and obey the laws of the cities, states and countries in which we operate and the rules and regulations applicable to the
Company’s business. Although not all employees are expected to know the details of these laws, rules and regulations, it is important to know enough to
determine when to seek advice from supervisors, managers or other appropriate personnel who should consult with
the Legal Department as necessary or appropriate. Compliance with the law does not obviate the need to act with the highest honest and ethical standards.
To promote compliance with laws, rules, regulations and the policies of the Company, including insider trading rules, other securities laws,
and anti-discrimination and anti-harassment laws and policies, the Company has established various compliance policies and procedures and, where
appropriate, may conduct information and training sessions.
2. 
A “conflict of interest” exists when a person’s personal private interest interferes in any way - or even appears to interfere in any way - with
the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests in connection with or as a result
of a material transaction or relationship that may make it difficult for him or her or others to perform work or make decisions objectively and effectively in the
Company’s interest. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal
benefits as a result of his or her position in the Company. Conflicts of interest, unless approved in accordance with this Code, as applicable, are prohibited as
a matter of Company policy. Examples include the following:
(a)
In consideration of their employment with the Company, employees are expected to devote their full attention to the business
interests of the Company. Employees are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company or
is otherwise in conflict with or prejudicial to the Company. Our policies prohibit any employee from accepting simultaneous employment with a client, credit
source, supplier, or competitor, or from taking part in any activity that enhances or supports a competitor’s position. If you have any questions regarding this
requirement, you should contact the Legal Department.
(b) 
It is a conflict of interest to serve as a director of any company that competes with the Company. Employees may not serve as a
director of another company without first obtaining the approval of the Company’s Chief Executive Officer (the “ CEO”). Directors of the Company are
required to review with the Company’s Board of Directors and the Company’s Secretary other proposed directorships to confirm that accepting such
directorship is consistent with the Company’s Corporate Governance Guidelines.
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