Employees ETHICAL CONDUCT CODE conflictual

This Code of Business Conduct ("Code") describes standards of conduct for employees of Teleglobe International Holdings Ltd (together with its subsidiaries, "Teleglobe" or the "Company") and has been approved by Teleglobe's Board of Directors. Many of the policies in this Code are based on various laws and regulations. Others are based on business and ethical principles that enhance our ability to conduct our business effectively.

The purpose of the Code is to provide guidance and set common ethical standards that you, as an employee of Teleglobe, must adhere to on a consistent basis. It governs the actions and working relationships of Teleglobe employees, officers and directors with current and potential customers, fellow employees, competitors, vendors, suppliers and government agencies, the media and anyone else with whom Teleglobe has contact. These relationships are essential to the success of Teleglobe.

This Code:

As an employee of Teleglobe, you are responsible for complying with both the letter and spirit of applicable laws and regulations. You are expected to act fairly and honestly when conducting business on behalf of Teleglobe and to maintain Teleglobe's high ethical standards.

You should avoid any actions that might reflect unfavorably on either your own integrity or that of Teleglobe.

Additionally, you are responsible for adhering strictly to the Code and to all additional policies of Teleglobe. You are responsible for knowing all Company policies applicable to you and for complying with them. The Code and any additional policy statements may be modified periodically to reflect Teleglobe's changing needs and the changing environment in which it operates.

Supervisors are responsible for ensuring that employees who are in their department are aware that Teleglobe's basic operating principle is to conduct business in accordance with the highest level of integrity and ethical standards.

This Code will not provide an answer to all questions that may arise. If you have a question that the Code does not address directly, you should use your own common sense of what is right, based on the standards set forth in the Code, and seek appropriate guidance from others, including a Teleglobe Senior Compliance Officer.

ADMINISTRATION

Periodically, Teleglobe may require you to acknowledge in writing that you have received and reviewed the Code. Teleglobe also requires every new employee to acknowledge in writing that he or she has received and reviewed the Code. In addition, you should disclose any previously unreported transactions, relationships or activities known to you that appear to be in violation of the Code and that the Code requires to be disclosed. If you have a question about whether an event occurring prior to receipt of the Code is reportable, contact a Teleglobe Senior Compliance Officer.