(as amended on April 1, 2010)

POLICY

The Board of Directors (the "Board") of Atlantic Tele-Network, Inc. (the "Company") has established a Compensation Committee (the "Committee") with the authority, general responsibilities and specific duties described below.

MEMBERSHIP

The Committee shall consist of at least three directors, each of whom shall satisfy the independence and experience requirements of the Nasdaq Stock Market, Inc. Marketplace Rules and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Members of the Committee shall be considered independent if, among other things, they have no relationship to the Company that would interfere with the exercise of their independence from the Company and its management. In addition, each Committee member shall be (1) a "non-employee director" as defined for purposes of Rule 16b-3 under the Securities Exchange Act and (2) an "outside director" as defined in regulations under Section 162(m) of the Internal Revenue Code.

The Committee shall have the authority to form and delegate its responsibilities to subcommittees as the Committee sees fit and to hire such outside advisors as it sees fit. Removal of Committee members shall be at the discretion of the Board. The Board shall appoint the members of the Committee, including its Chair.

PURPOSE AND RESPONSIBILITIES

The purpose of the Committee is to discharge the Board's responsibilities relating to compensation of the Company's executive officers and directors. In discharging these responsibilities, the Committee shall:

1. CEO Compensation. Review and determine the annual and long-term performance goals and objectives for the Chief Executive Officer (the "CEO"); Evaluate the CEO in light of the applicable performance goals and objectives and determine the salary and other compensation of the CEO; Review and determine, if appropriate, with respect to the CEO, any proposed employment agreement, severance arrangement or change-in-control agreement or provisions, as well as any special or supplemental benefits that are not offered as part of a broad based plan;
2. Other Executive Compensation. Consult with the Chief Executive Officer and recommend to the Board the annual and long-term performance goals and objectives for the other executive officers of the Company; Consult with the Chief Executive Officer regarding the total compensation for the chief executive officers of each of the Company's subsidiaries; Evaluate the Company's other executive officers in light of the applicable performance goals and objectives and recommend to the Board the salaries and other compensation of such officers; Review and, if appropriate, recommend to the Board, with respect to other executive officers, any proposed employment agreements, severance arrangements or change-in-control agreements or provisions, as well as any special or supplemental benefits that are not offered as part of a broad based plan; Consult with the Chief Executive Officer regarding the salary, total compensation and annual and long-term performance goals and objectives for the chief executive officers of each of the Company's subsidiaries;
3. Director Compensation. Review and, if appropriate, make recommendations to the Board with respect to director compensation. In considering director compensation, the Committee may take into consideration the relative responsibilities of directors in serving on the Board and its various committees, provided that, directors who are Company employees shall not be compensated for their services as directors;
4. Subsidiary CEO Compensation. Periodically consult with the Chief Executive Officer as to the annual and long-term performance goals, objectives, salaries and other compensation for the chief executive officers of each subsidiary of the Company;
5. Periodically review the Company's 2008 Equity Incentive Plan and any other equity compensation plans and administer equity compensation plans upon appointment by the Board of Directors;
6. Periodically examine the Company's compensation policies, structure and philosophy to determine whether the Company is rewarding its directors, executive officers and other personnel in a manner consistent with sound industry practices and make recommendations to the Company's management and the Board;
7. Periodically review and recommend appropriate incentive and compensation plans for consideration and approval by the Board;
8. Periodically review with the Company's management, and make recommendations to the Board regarding, the establishment, termination, or amendment of the employee benefit plans of the Company and affiliated companies, including pension plans, severance plans and any other similar plans that the Committee deems desirable to establish from time to time;
9. Provide an annual report on executive compensation for the Company's annual proxy statement filed with the Securities and Exchange Commission, in accordance with applicable rules and regulations;
10. Review and discuss with the Company's management the Compensation Discussion and Analysis ("CD&A") to be included in the Company's annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement;
11. Report its actions and any recommendations to the Board after each Committee meeting;
12. Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
13. Review such other matters within the scope of its responsibilities as the Committee or the Board shall determine from time to time, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.

ATTENDANCE

All members of the Committee shall endeavor to be present, in person or by telephone, at all meetings; however, two Committee members shall constitute a quorum.

MINUTES OF MEETINGS

Minutes of each meeting shall be prepared and sent to Committee members and to members of the Board who are not Committee members.

GENERAL

The Committee shall have such additional authority and duties as the Board by resolution shall prescribe.

HISTORY

Adopted: December 1, 2003
Amended: April 1, 2010

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Committee Members

Martin L. Budd
Charles J. Roesslein