# **Exhibit14**

 

# **HickoryTech Corporation**

 

# **Code of Ethics**

 

HickoryTech iscommitted to the highest standards of legal and ethical business conduct.  This Code of Ethics summarizes the legal,ethical, and regulatory standards that HickoryTech must follow.  It applies to the Chief Executive Officer,Chief Financial Officer, all officers of the company, the Director ofRegulatory Affairs, the Controller, the Division Controller, the Manager ofInternal Control and other such appropriate personnel as identified, (“coveredemployees”) and to the Board of Directors (“Directors”) of HickoryTechCorporation.  Compliance with this Codeand high standards of business conduct is mandatory.

 

This Code isnot intended to be a comprehensive guide to all of our policies or to all thecovered employees’ and Directors’ responsibilities under law orregulation.  It provides generalparameters to help them resolve the ethical and legal issues they encounter inconducting our business. This Code is a guideline, or a minimum requirement,that must always be followed.  We expecteach of the covered employees and Directors to read and become familiar withthe ethical standards described in this Code. Violations of the law, our corporate policies, or this Code may lead todisciplinary action, including dismissal.

 

## **Honestand Ethical Conduct**

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We have builtour business based on excellence in service, and by adhering to the veryhighest standards of honesty, ethics, and fairness in our dealings with all ofour business conducts.  We place thehighest value on the integrity of our officers and Board of Directors, anddemand this level of integrity in all our dealings.  Covered employees and Directors are required to deal honestlywith our customers, suppliers, competitors, and other third parties.  The following list provides examples ofdishonest and unethical conduct under the Code of Ethics, but covered employeesand Directors should keep in mind that these examples are not exhaustive.  In particular, no covered employees orDirectors shall:

 

•                                          makeany bribe, kickback, or any other form of improper payment, direct or indirect,to any government or union official, customer, or supplier in order to obtain acontract, or some other commercial benefit or government action;

 

•                                          acceptany bribe, kickback, or improper payment from anyone;

 

•                                          makeor accept gifts or favors of more than a nominal value to or from our customersor suppliers.

 

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HickoryTech Corporation

Code of Ethics

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## **Conflictsof Interest**

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We insist notonly on ethical dealings with others, but on the ethical handling of actual orapparent conflicts of interest between personal and professionalrelationships.  Our covered employeesand Directors should not be involved in any activity that creates or gives theappearance of a conflict of interest between their personal interests and theinterests of HickoryTech.  Whereconflicts arise, covered employees and Directors must provide full disclosureof the circumstances and refrain from participating in any relateddecision-making process.  The followinglist provides examples of conflicts of interest under the Code of Ethics, butcovered employees and Directors should keep in mind that these examples are notexhaustive.  In particular, without thespecific permission of the Vice President of Human Resources & the ChiefExecutive Officer, no covered employee shall; and without the specificpermission of the Chairman of the Board, no Director shall:

 

•                                          bea consultant to, or a director, officer or employee of, or otherwise operate anoutside business that markets products or services in competition with ourcurrent or potential products and services; supplies products or services toHickoryTech; purchases products or services from HickoryTech; or has anyfinancial interest, including significant stock ownership, in any entity withwhich we do business that might create or give the appearance of a conflict ofinterest;

 

•                                          seekor accept any personal loan or services from any entity with which we dobusiness, except from financial institutions or service providers offeringsimilar loans or services to third parties under similar terms in the ordinarycourse of their respective businesses;

 

•                                          bea consultant to, or a director, officer or employee of, or otherwise operate anoutside business if the demands of the outside business would interfere withthe covered employee’s or the Director’s responsibilities to HickoryTech;

 

•                                          acceptany personal loan or guarantee of obligations from HickoryTech, except to theextent such arrangements are legally permissible; or

 

•                                          conductbusiness on behalf of HickoryTech with immediate family members, which includespouses, children, parents, siblings and persons sharing the same home whetheror not legal relatives.

 

Covered employees must notifythe Vice President of Human Resources of the existence of any actual orpotential conflict of interest, and Directors must notify the Chairman of theBoard of such existence.

 

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## **Disclosure**

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We arecommitted to providing our shareholders and investors with full, fair,accurate, timely, and understandable disclosure in the reports and documentsthat we file with and/or submit to the Securities Exchange Commission and inother public communications made by HickoryTech.  Any covered employee or Director in possession of materialinformation must not disclose such information before its public disclosure andmust take steps to ensure that HickoryTech complies with all of its disclosureobligations.

 

## **Compliancewith Laws**

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We will complywith all laws and governmental regulations that are applicable to ouractivities, and expect all our covered employees and Directors to obey the law.

 

## **Compliancewith the Code of Ethics**

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Compliancewith this Code is, first and foremost, the individual responsibility of eachcovered employee and Director.  Anyviolations of this Code should be reported to the Vice President of HumanResources.  HickoryTech will not allowany retaliation against any employee or Director who acts in good faith inreporting any violation of the Code.

 

## **Accountabilityfor Adherence to the Code**

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All coveredemployees and Directors are responsible for abiding by this Code.  Discipline for failure to abide by the Codemay, when appropriate, include dismissal.

 

 
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| Signature  |   | Date   |

 

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