STIPULATION AND PROPOSED ORDER TO STAY ACTION

JOHN A. MENDEZ, District Judge.

Plaintiff JEROME C. BROERING ("Plaintiff") and Defendants STEVEN C. OLDHAM, KIRK C. DOYLE, GUY R. GIBSON, ROBERT D. KITTREDGE, JOHN R. ROBERTS, III, TIMOTHY D. TARON, ROGER J. VALINE, CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., SUREWEST COMMUNICATIONS, WH ACQUISITION CORP., and WH ACQUISITION II CORP. (collectively, "Defendants"), by and through their undersigned counsel, hereby stipulate to stay the above captioned action upon the terms and conditions set forth below:

WHEREAS, Plaintiff filed the above-captioned action (the "Federal Action") on April 18, 2012, as a putative shareholder class action lawsuit on behalf of the public shareholders of SureWest Communications ("SureWest") against Defendants for breach of fiduciary duties and aiding and abetting in connection with the proposed sale of SureWest to Consolidated Communications Holdings, Inc. ("Consolidated) and its affiliates (the "Proposed Transactions");

WHEREAS, the Federal Action seeks to enjoin the consummation of the Proposed Transaction;

WHEREAS, between February 17, 2012 and March 26, 2012, five putative shareholder class actions were filed against Defendants in the Superior Court of California in and for the County of Placer ("State Actions"), seeking to enjoin the consummation of the Proposed Transaction;

WHEREAS, on March 14, 2012, the Placer County Superior Court entered an order consolidating the State Actions under the caption In re SureWest Communications Shareholder Litigation, Case No. SCV-0030655 (the "Consolidated State Court Action");

WHEREAS, on April 10, 2012, the Placer County Superior Court appointed lead counsel in the Consolidated State Court Action;

WHEREAS, the Federal Action and the Consolidated State Court Action arise out of the same facts, have overlapping claims, and seek to enjoin the Proposed Transaction;

WHEREAS, the parties agree that staying the Federal Action at this time would avoid the potentially wasteful expenditure of party and judicial resources and enhance judicial economy;

NOW THEREFORE, IT IS STIPULATED AND AGREED by Plaintiff and Defendants, by and through their respective counsel, that the above-captioned action shall be stayed for a period of 90 days from the date of the Order set forth below, unless all of the parties mutually agree to lift the stay at an earlier date.

IT IS SO ORDERED.