As Filed with the Securities and Exchange Commission on September 1, 2000
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           GENERAL COMMUNICATION, INC.
               (Exact name of issuer as specified in its charter)

         ALASKA                                                  92-0072737
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
               (Address of Principal Executive Offices) (zip code)

                           GENERAL COMMUNICATION, INC.
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 John M. Lowber
                           General Communication, Inc.
          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
                     (Name and address of agent for service)
                                  907.265.5600
          (Telephone number, including area code, of agent for service)

                              Copy to: J. J. Brecht
         Wohlforth, Vassar, Johnson & Brecht, A Professional Corporation
             900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
                                  907.276.6401
<TABLE>
                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
<CAPTION>
                                                       Proposed
                                                       maximum           Proposed maximum         Amount of
   Title of securities to be        Amount to          offering         aggregate offering      registration
          Registered              be registered     price/share (1)            price                 fee
---------------------------------------------------------------------------------------------------------------
  <S>                               <C>                 <C>                 <C>                    <C>
  General Communication,
    Inc. Common Stock
        Class A                     2,500,000           $6.625              $16,562,500            $4,604.38
===============================================================================================================
<FN>

1 Estimated solely for the purpose of calculating the amount of the registration
fee and based upon the average of the high and low sale prices of $6.8125 per
share and $6.4375 per share, respectively, i.e., an average of $6.625 per share,
as quoted on the Nasdaq Stock Market on August 30, 2000.
</FN>
</TABLE>
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

         The contents of the initial registration statement pertaining to the
General Communication, Inc. Qualified Employee Stock Purchase Plan filed with
the Securities and Exchange Commission on Form S-8 on April 5, 1993
(Registration No. 33-60728) and the subsequent registration of additional shares
filed with the Commission on Form S-8 on September 27, 1995 (Registration No.
333-8760) and on November 6, 1998 (Registration No. 333-66877), and the
Company's annual report on Form 10-K for the year ended December 31, 1999 and
the Plan's annual report on Form 11-K for the year ended December 31, 1999, all
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of
1934 since December 31, 1999, and the description of the Company's common stock
as contained in the Form 10, as amended, filed pursuant to that act are
incorporated by reference into this Registration Statement. Required opinions,
consents and signatures are included in this Registration Statement in
accordance with the provisions of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

         See Item 1.
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         See Item 1.

Item 4.  Description of Securities

         See Item 1.

Item 5.  Interests of Named Experts and Counsel

         See Item 1.

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 2
<PAGE>
Item 6.  Indemnification of Directors and Officers

         See Item 1.

Item 7.  Exemption from Registration Claimed

         See Item 1.

Item 8.  Exhibits

         See Exhibit Index and Exhibits at the end of this Registration
         Statement.

Item 9.  Undertakings

         The Company hereby undertakes each and every one of the following:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;
                           notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) (adopted pursuant to the Securities Act of
                           1933, as amended) if, in the aggregate, the changes
                           in volume and price represent no more than a 20%
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective Registration Statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;
                           provided, however, that paragraphs (1)(i) and (1)(ii)
                           above do not apply if the registration statement is
                           on Form S-3, Form S-8, or Form F-3, and the
                           information required to be included in a
                           post-


General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 3
<PAGE>
                           effective amendment by those paragraphs is contained
                           in periodic reports filed with or furnished to the
                           Commission by the Company pursuant to Section 13 or
                           15(d) of the Exchange Act that are incorporated by
                           reference in the Registration Statement;

         (2)      To agree that, for the purpose of determining any liability
                  under the Securities Act, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering;

         (4)      To agree that, for purposes of determining any liability under
                  the Securities Act, each filing of the Company's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and
                  where applicable, each filing of the Plan's annual report
                  pursuant to Section 15(d) of the Exchange Act) incorporated by
                  reference in the Registration Statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof; and

         (5)      To disclose, in so far as indemnification for liabilities
                  arising under the Securities Act may be permitted to
                  directors, officers and controlling persons of the Company
                  pursuant to the foregoing provisions, or otherwise, the
                  Company has been advised that in the opinion of the Securities
                  and Exchange Commission such indemnification is against public
                  policy as expressed in that act and is, therefore,
                  unenforceable; and in the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Company of expenses incurred or paid by a
                  director, officer, or controlling person of the Company in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer, or controlling person in
                  connection with the securities being registered, to submit,
                  unless in the opinion of its counsel the matter has been
                  settled by controlling precedent, to a court of appropriate
                  jurisdiction the question whether such indemnification by the
                  Company is against public policy as expressed in that Act and
                  to be governed by the final adjudication of that issue.


General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 4
<PAGE>
                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Municipality of Anchorage, State of Alaska, on September 1,
2000.

                                  GENERAL COMMUNICATION, INC.
                                  (Registrant)


By:     /S/                                 By:     /S/
    Ronald A. Duncan                            John M. Lowber
    President and Chief                         Chief Financial Officer
    Executive Officer                           (Principal Financial Officer)
    (Principal Executive Officer)


                                            By:     /S/
                                                Alfred J. Walker
                                                Vice President & Chief
                                                Accounting Officer
                                                (Principal Accounting Officer)


General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 5
<PAGE>
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

         /S/                                                           8/15/00
Ronald A. Duncan                                                       Date
President, Chief Executive Officer and Director
(Principal Executive Officer)


         /S/                                                           8/21/00
Carter F. Page                                                         Date
Chairman of the Board and Director


         /S/                                                           8/21/00
Robert M. Walp                                                         Date
Vice Chairman of the Board and Director


         /S/                                                           8/24/00
Ronald R. Beaumont                                                     Date
Director

         /S/                                                           8/30/00
Donne F. Fisher                                                        Date
Director


         /S/                                                           8/30/00
William P. Glasgow                                                     Date
Director


         /S/                                                           8/30/00
Paul S. Lattanzio                                                      Date
Director

         /S/                                                           8/23/00
Stephen R. Mooney                                                      Date
Director


         /S/                                                           8/30/00
Larry E. Romrell                                                       Date
Director


James M. Schneider                                                     Date
Director


General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 6
<PAGE>
         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Municipality of Anchorage,
State of Alaska, on September 1, 2000.


                                  GENERAL COMMUNICATION, INC.
                                  QUALIFIED EMPLOYEE STOCK PURCHASE PLAN




                                  By:      /S/
                                      Alfred J. Walker
                                      Plan Administrator



General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 7
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549













                                   EXHIBITS TO



                         FORM S-8 REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                       FOR THE GENERAL COMMUNICATION, INC.

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN


General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 8
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------
4                    Instruments defining rights of security holders, including
                     indentures

4.1 (1)              Restated Articles of Incorporation of General
                     Communication, Inc.

4.2 (2)              Bylaws of General Communication, Inc.

4.3.1 (3)            Resolutions of Board of Directors of the Company and of
                     Shareholders of the Company adopted at their December 17,
                     1986 meetings adopting Qualified Employee Stock Purchase
                     Plan

4.3.2                Copy of the General Communication, Inc. Revised Qualified
                     Employee Stock Purchase Plan, restated as of January 1,
                     2000

4.3.3 (3)            Resolution of the Board of Directors of the Company at its
                     June 4, 1992 meeting adopting certain amendments to the
                     Plan to bring it into compliance with Rule 16b-3(d)
                     (Participant Directed Transactions)

4.3.4 (3)            Resolution of the Board of Directors of the Company adopted
                     at its March 24, 1993 meeting adopting certain amendments
                     to the Plan and re-establishing the Plan as an employee
                     benefit plan of the Company

4.3.5 (3)            Resolution of the Board of Directors of the Company at its
                     March 24, 1993 meeting authorizing the increase of the
                     allocation of common stock for acquisition by the Plan and
                     the registration of the offering of that stock under the
                     Securities Act of 1933

--------

     1/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's annual report on Form 10-K for the year
              ended December 31, 1997.
     2/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's annual report on Form 10-K for the year
              ended December 31, 1992.
     3/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's Registration Statement for the Qualified
              Employee Stock Purchase Plan (Registration No. 33-60728) filed
              April 5, 1993.


General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 9
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------
4.3.6 (4)            Certificate of Secretary on action by Board of Directors at
                     its October 20, 1994 meeting approving certain amendments
                     to the Plan to comply with the Tax Reform Act of 1986, as
                     amended, and to allow for participating eligible employees
                     to choose investments other than common stock of the
                     Company; and resolution of the Board adopted at its
                     December 20, 1994 meeting approving the revised plan

4.3.7 (4)            Resolution of the Board of Directors of the Company adopted
                     at its February 9, 1995 meeting pertaining to an increase
                     of the number of shares of Class A common stock allocated
                     to the Plan

4.3.8 (4)            Certificate of Secretary on action of Board of Directors
                     taken without a meeting and with unanimous consent
                     approving certain additional amendments to the Plan to
                     comply with the Tax Reform Act of 1986, as amended,
                     primarily relating to investment responsibility and the
                     relationship between the Plan Committee and the Trustee;
                     and the corresponding Minutes of Action and Resolution
                     (including those amendments) of the Board approving those
                     amendments effective on September 1, 1995

4.3.9 (5)            Certificate of Secretary on action of Board of Directors
                     taken at a teleconference meeting approving certain
                     additional amendments to the Plan relating to gross income
                     as treated under the Internal Revenue Code of 1986, as
                     amended; and an excerpt from the corresponding minutes
                     (including a description of the amendments) of the Board
                     approving those amendments effective January 1, 1995

--------
     4/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's registration statement for the Qualified
              Employee Stock Purchase Plan (Registration No. 333-8760) filed
              September 27, 1995.
     5/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's registration statement for the Qualified
              Employee Stock Purchase Plan (Registration No. 333-66877) filed on
              November 6, 1998.


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 10
<PAGE>
Exhibit No.          Description
-----------          -----------
4.3.10 (5)           Certificate of Secretary on action of Board of Directors
                     taken at a teleconference meeting approving certain
                     technical modifications to the Plan as proposed by the
                     Internal Revenue Service; and an excerpt from the
                     corresponding minutes (including a description of the
                     amendments) of the Board approving those amendments
                     effective January 1, 1996

4.3.11 (5)           Certificate of Secretary on action of Board of Directors
                     taken at a meeting approving certain additional amendments
                     to the Plan as proposed by the Internal Revenue Service;
                     and an excerpt from the corresponding minutes (including a
                     description of the amendments) of the Board approving those
                     amendments effective June 25, 1997

4.3.12               Certificate of Secretary on action of Board of Directors
                     taken at meeting approving certain amendments to the Plan
                     dealing with hardship withdrawals and rollover
                     contributions; and an excerpt from the corresponding
                     minutes of the Board approving those amendments effective
                     June 25, 1998

4.3.13 (5)           Certificate of Secretary as to resolution of the Board of
                     Directors of the Company adopted at its October 30, 1998
                     meeting pertaining to an increase of the number of shares
                     of Class A and Class B common stock allocated to the Plan

4.3.14               Certificate of Secretary as to resolution of the Board of
                     Directors of the Company adopted at its May 10, 2000
                     meeting pertaining to an increase in the number of shares
                     of Class A common stock allocated to the Plan and revising
                     the alternative mutual fund investments offered under the
                     Plan

4.4.1 (6)            Revised Questions and Answers about the Qualified Employee
                     Stock Purchase Plan (summary plan description),dated
                     January 1, 1995

4.4.2                Revised Questions and Answers about the Qualified Employee
                     Stock Purchase Plan (summary plan description), dated
                     January 1, 2000

--------
     6/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's annual report on Form 10K for the year
              ended December 31, 1994.


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 11
<PAGE>
Exhibit No.          Description
-----------          -----------
4.5.1 (3)            IRS Determination on Qualified Employee Stock Purchase Plan
                     and U.S. Department of Labor comments on ERISA, dated March
                     8, 1988

4.5.2 (5)            IRS Determinations on Qualified Employee Stock Purchase
                     Plan, dated March 13, 1996

5                    Opinion re legality

5.1 (3)              Legal Opinion on Legality of Shares dated March 30, 1993

5.2 (4)              Legal Opinion on Legality of Shares dated September 26,
                     1995

5.3 (5)              Legal Opinion on Legality of Shares dated November 2, 1998

5.4                  Legal Opinion on Legality of Shares dated September 1, 2000

15                   None

23                   Consents of experts and counsel

23.1                 Consent of Wohlforth, Vassar, Johnson & Brecht, A
                     Professional Corporation

23.2                 Consent of Harris, Mericle & Wakayama, P.L.L.C.

23.3                 Consent of KPMG LLP

24                   None

99                   Additional Exhibits

99.1 (3)             Resolution Appointing Plan Administrator

99.2 (3)             Resolutions Appointing Plan Committee Members

99.3 (4)             Certificate of Secretary on Board of Directors Action
                     appointing New Plan Committee Member

99.4                 Resolution Appointing Plan Committee Member on January 22,
                     1999


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 12
<PAGE>
                                                                   EXHIBIT 4.3.2

                           REVISED QUALIFIED EMPLOYEE
                             STOCK PURCHASE PLAN OF
                           GENERAL COMMUNICATION, INC.


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 13
<PAGE>
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN


                                       OF


                           GENERAL COMMUNICATION, INC.

   (Amended and restated in compliance with SBJPA '96 and TRA '97 and USERRA)






           -----------------------------------------------------------
                "This Document entitled Qualified Employee Stock
            Purchase Plan of General Communication, Inc. constitutes
             part of a Prospectus covering securities that have been
                  registered under the Securities Act of 1933."
           -----------------------------------------------------------


January 1, 2000                                                            - 1 -
<PAGE>
                                TABLE OF CONTENTS
                                -----------------
                                                                            PAGE
                                                                            ----
ARTICLE I                  NAME AND PURPOSE OF PLAN AND TRUST                 3

ARTICLE II                 DEFINITIONS                                        4

ARTICLE III                PARTICIPATION                                      11

ARTICLE IV                 CONTRIBUTIONS                                      13

ARTICLE V                  DETERMINATION AND VESTING OF
                           PARTICIPANT ACCOUNTS                               26

ARTICLE VI                 RETIREMENT DATE--DESIGNATION
                           OF BENEFICIARY                                     30

ARTICLE VII                DISTRIBUTION FROM TRUST FUND                       31

ARTICLE VIII               FIDUCIARY OBLIGATIONS                              43

ARTICLE IX                 PLAN ADMINISTRATOR AND
                           PLAN COMMITTEE                                     46

ARTICLE X                  POWERS AND DUTIES OF THE TRUSTEE                   51

ARTICLE XI                 CONTINUANCE, TERMINATION, AND
                           AMENDMENT OF PLAN AND TRUST                        56

ARTICLE XII                MISCELLANEOUS                                      58




RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 2
January 01, 2000
<PAGE>
                                    ARTICLE I

                       NAME AND PURPOSE OF PLAN AND TRUST

    Section 1.1 Name and Purpose. The Company, by execution of this agreement,
amends and restates its qualified stock purchase plan, to be known as the
General Communication, Inc. Qualified Employee Stock Purchase Plan, to afford
its employees a convenient means for regular and systematic purchases of common
stock of the Company and to instill a proprietary interest in the Company. The
Plan and Trust Fund are created for the exclusive benefit of
Employee-Participants and their beneficiaries. The Plan is intended to qualify
under Sections 401(a) and 401(k) of the Code, and the trust created under the
Plan is intended to be exempt under Section 501(a) of the Code.


RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 3
January 01, 2000
<PAGE>
                                   ARTICLE II

                                   DEFINITIONS

    Section 2.1 Definitions. When used in this agreement, the following words
shall have the following meanings, unless the context clearly indicates
otherwise:

      (i)   "Account", unless otherwise indicated, means a Participant's entire
            interest in Company stock and any other assets in the Trust Fund
            created by his Employer's contributions and his own contributions,
            and the income, expenses, gains, and losses attributable to such
            stock and assets.

     (ii)   "Anniversary Date" means the first day of each Plan Year.

    (iii)   "Associated Company" means any corporation which is deemed to be a
            member of the group of corporations under common control of the
            Company and which adopts this Plan and Trust with the consent of the
            Company. Any such Company which subsequently is no longer a member
            of the controlled group shall be deemed to have terminated this Plan
            and Trust immediately upon such failure to be a member of the
            controlled group.

     (iv)   "Beneficiary" means the person who, under this Plan, becomes
            entitled to receive a Participant's Account upon his death.

      (v)   "Board of Directors" means the board of directors of the Company.

     (vi)   "Break in Service" for purposes of eligibility to participate means
            any 12-month period, measured from the Employee's employment or
            Reemployment Commencement Date in which the Employee has completed
            no more than 500 hours of service. "One-Year Break in Service" for
            vesting and all other purposes means any Plan Year in which the
            Employee has completed no more than 500 hours of service. For
            purposes of this definition, hours of service shall include service
            as an Employee in any capacity including Union Employee and
            commissioned salesman.

    (vii)   "Code" means the Internal Revenue Code of 1986, as it presently is
            constituted, as it may be amended, or any successor statute of
            similar purposes.

   (viii)   "Company" means General Communication, Inc., a corporation with its
            principal place of business at Anchorage, Alaska, or any successor
            in interest to it resulting from merger, consolidation, or transfer
            of substantially all of its assets, which expressly may agree in
            writing to continue this Plan.

     (ix)   "Compensation" means the total amount actually or constructively
            paid by an Employer to a Participant for services rendered to the
            Employer during the Plan Year including overtime pay, commissions,
            and bonuses, but excluding relinquished vacation pay, unused sick
            pay, insurance premiums, pension and retirement benefits, living
            expenses, other allowances, and all contributions by the Employer to
            this Plan, to any other tax qualified Plan or to any health accident
            or welfare fund or Plan. Compensation shall be calculated to include
            amounts that are not currently paid to a


RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 4
January 01, 2000
<PAGE>
            Participant and not includible in a Participant's gross income by
            reason of the application of Code Section 125 and 402(g).

            Pursuant to Code Section 401(a)(17), Compensation taken into account
            for all purposes under this Plan shall not exceed $150,000, as
            adjusted by the Secretary of the Treasury for cost of living
            increases each year, for any Plan Year.

      (x)   "Determination Date" means, with respect to any Plan Year, the last
            day of the preceding Plan Year (or in the case of the first Plan
            Year, the last day of such Plan Year). This Section 2.1(x) shall be
            interpreted to conform with Code Section 416.

     (xi)   "Effective Date" of this restated Plan means January 1, 1997, unless
            otherwise provided in this Plan. For any Associated Company which is
            not participating in this Plan on the restated effective date,
            effective date means that date designated by the Associated Company.

    (xii)   "Employee" means any person, whether male or female, now or
            hereafter in the employ of an Employer, including officers of the
            Employer, but excluding directors who are not in the Employer's
            employ in any other capacity, excluding independent contractors, and
            excluding Union Employees. Employee shall not include any individual
            who is treated as an independent contractor by the Employer, as
            reflected in the records of the Company, even if such individual
            becomes classified as a common-law employee of the Company by any
            administrative agency or court of competent jurisdiction, or by the
            IRS, or pursuant to an agreement between the Company and the IRS.

   (xiii)   "Employer" means the Company and any Associated Company which has
            adopted the Plan and Trust.

    (xiv)   "Employment Commencement Date" means the date on which an Employee
            first performs an Hour of Service for the Employer.

     (xv)   "Fiduciary"  means  a  person  who  (A) exercises  any discretionary
            authority or discretionary control respecting management of the Plan
            or exercises any authority or control respecting management or
            disposition of its assets; (B) renders investment advice for a fee
            or other Compensation, direct or indirect, with respect to any
            moneys or other property of the Plan, or has any authority or
            responsibility to do so; or (C) has any discretionary authority or
            discretionary responsibility in the administration of the Plan. If
            any money or other property of the Plan is invested in securities
            issued by an investment company registered under the Investment
            Company Act of 1940, such investment by itself shall not cause such
            investment company or such investment company's investment adviser
            or principal underwriter to be deemed to be a fiduciary or a party
            in interest.

    (xvi)   "Highly Compensated Employee" means, for the Plan Year beginning in
            1997, and subsequent Plan Years, any Employee who:

            (A) was a five percent owner at any time during the Determination
            Year or the Look-Back Year; or


RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 5
January 01, 2000
<PAGE>
            (B) for the Look-Back Year, had Compensation in excess of $80,000
            (as adjusted by the Secretary of the Treasury for cost of living
            increases), and

            (C) was in the top-paid group of Employees for the Look-Back Year.
            An Employee is in the top-paid group of Employees for any Plan Year
            if such Employee is in the group consisting of the top twenty
            percent (20%) of the Employees when ranked on the basis of
            Compensation paid during the Plan Year.

            For purposes of this definition, the Determination Year shall be the
            Plan Year. The Look-Back Year shall be the twelve-month period
            immediately preceding the Determination Year.

            In determining an individual's Compensation under this section,
            Compensation from each Company required to be aggregated under Code
            Sections 414(b), (c), (m), and (o) will be taken into account. For
            purposes of this section, the determination of Compensation will
            include deferrals made pursuant to Code Sections 125, 402(e)(3),
            402(h)(1)(B) and, in the case of Company contributions made pursuant
            to a elective deferral agreement, deferrals made pursuant to Code
            Section 403(b).

            A former Employee will be treated as a Highly Compensated Employee
            if such Employee separated from service (or was deemed to have
            separated) prior to the Plan Year, performs no service for the
            Company during the Plan Year, and was a Highly Compensated Employee
            for either the separation year or any Plan Year ending on or after
            the Employee's 55th birthday.

            The determination of who is a Highly Compensated Employee, including
            the determinations of the number and identity of Employees in the
            top-paid group and the Compensation that is considered, will be made
            in accordance with Code Section 414(q).

   (xvii)   (A) "Hour of Service" means (1) each hour for which an Employee is
            paid or is entitled to payment, for the performance of duties for
            his Employer during the applicable computation period; (2) each hour
            for which an Employee is paid or is entitled to payment by his
            Employer on account of a period of time during which no duties are
            performed (irrespective of whether the employment relationship is
            terminated) due to vacation, holiday, illness, incapacity (including
            disability), layoff, jury duty, military duty, or leave of absence;
            and (3) each hour for which back pay, irrespective of mitigation of
            damages, either was awarded or agreed to by the Employer.

            (B) For purposes of Section 2.1(xvii)(A)(2) the following rules
            shall apply: (1) no more than 501 hours will be credited to any
            Employee on account of a single continuous period during which the
            Employee performs no duties; (2) an hour shall not be credited on
            account of a period during which no duties are performed if the
            payment for such hour is made or due under a Plan maintained solely
            for the purpose of complying with applicable workmen's Compensation,
            or unemployment Compensation or disability insurance laws; (3) hours
            shall not be credited for payments which reimburse an Employee
            solely for medical or medically related expenses incurred by the
            Employee; and (4) a payment shall be deemed to be made by or due
            from the Employer regardless of whether such payment is made by or
            due from the Employer directly, or indirectly through, among others,
            a Trust Fund, or insurer, to which the Employer contributes or


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<PAGE>
            pays premiums. These rules also shall apply to the extent that any
            back pay is agreed to or awarded for a period of time during which
            an Employee did not or would not have performed duties.

            (C) For purposes of this Section 2.1(xvii), the same hours of
            service shall not be credited under both Sections 2.1(xvii)(A)(1) or
            (2) of this Plan and also under Section 2.1(xvii)(A)(3) of this
            Plan. Each Hour of Service shall be credited under this Section
            2.1(xvii) in accordance with 29 C.F.R. Section 2530.200b-2(b) and
            (c). Employment with any affiliated companies (whether or not
            incorporated) that are members of a controlled group as defined in
            Code Section 414(b), that are under common control as defined in
            Code Section 414(c), or that are members of an affiliated service
            group within the meaning of Code Section 414(m) or any other entity
            required to be aggregated with the Company pursuant to Code Section
            414(o) and the final regulations thereunder, will be treated as
            employment with the Company for purposes of participation and
            vesting under this Plan; provided, however, that an employee must be
            employed by the Employer to participate in this Plan. In addition,
            for all purposes of the Plan, Hours of Service will be credited for
            any individual considered a Leased Employee under Code Section
            414(n) and for any individual considered an Employee under Code
            Section 414(o) and the final regulations thereunder.

            (D) For purposes of determining whether an Employee has experienced
            a Break in Service, hours of service shall include each hour for
            which an Employee is absent from work for any period (1) by reason
            of the pregnancy of the Employee; (2) by reason of the birth of a
            child of the Employee; (3) by reason of the placement of a child
            with the Employee in connection with the adoption of such child by
            such Employee; or (4) for purposes of caring for such child for a
            period beginning immediately following such birth or placement.

            (E) The hours described in the preceding sentence shall be treated
            as hours of service in the year in which the absence from work
            begins if the Participant would be prevented from incurring a
            one-year Break in Service as a result of such treatment or, in any
            other case, the hours shall be treated as hours of service in the
            immediately following year. The hours described in the two preceding
            sentences shall be the hours of service which otherwise would
            normally have been credited to such Participant but for such
            absence, or in any case in which the Plan is unable to determine
            such hours, eight hours of service per work day of such absence. No
            credit will be given pursuant to this paragraph unless the
            Participant furnishes to the Plan Committee such timely information
            as the Plan may require to establish that the absence from work is
            for reasons described above and to establish the number of days for
            which there was such an absence.

            (F) An Employee will be credited with service for participation and
            vesting purposes for leaves of absence qualifying under the Family
            and Medical Leave Act of 1993, but only to the extent required by
            the Family and Medical Leave Act and the regulations thereunder.

  (xviii)   (A)   "Key  Employee"  means any Employee of an Employer  who, at
            any time during the Plan Year or any of the four preceding Plan
            Years, is (1) an officer of an Employer having annual Compensation
            greater than 50 percent of the dollar limitation under


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<PAGE>
            Code Section 415(b)(1)(A), as adjusted for increases in the cost of
            living for any Plan Year; (2) one of the ten Employees having annual
            Compensation from an Employer of more than the $30,000 annual
            addition limitation as adjusted for increases in the cost of living
            and owning (or considered to own under Code Section 318) the largest
            interests of the Employer; (3) a five percent owner of the Employer;
            or (4) a one percent owner of the Employer having annual
            Compensation from the Employer of more than $150,000.

            (B) For purposes of Section 2.1(xviii)(A)(1) of this Plan, no more
            than 50 Employees (or, if lesser, the greater of 3 Employees or 10
            percent of the Employees) shall be treated as officers. For purposes
            of Section 2.1(xviii)(A)(2) of this Plan, if two Employees have the
            same interest in an Employer, the Employee having greater annual
            Compensation from the Employer shall be treated as having a larger
            interest. This Section 2.1(xviii)(B) shall be interpreted to conform
            with Code Section 416. For purposes of this definition, "Employee"
            shall have the same meaning as it does under Code Section 416(i)(1).
            Any Beneficiary of a Key Employee shall be treated as a Key
            Employee.

    (xix)   "Named Fiduciary" means any Fiduciary who is named in this Plan, or
            who, pursuant to a procedure specified in the Plan, is identified as
            a Fiduciary to the Plan by the Company. Such Named Fiduciaries
            include, but are not limited to, the Trustee, the Plan Committee,
            and the Plan Administrator.

     (xx)   "Normal Retirement Age" means the date a Participant attains age 65.

    (xxi)   "Participant" means any Employee who has become a Participant under
            Article III of this Plan. Participation shall cease upon the later
            of (A) distribution of a Participant's entire vested Account and
            forfeiture of a Participant's entire nonvested Account or (B)
            Termination of Employment.

   (xxii)   "Plan" and "Plan and Trust"  means the  Qualified  Employee  Stock
            Purchase Plan of General Communication, Inc., and the Trust set
            forth in and by this Agreement and all subsequent amendments to it.

  (xxiii)   "Plan Administrator" means the person appointed by the Board of
            Directors whose duties are provided in this Plan and Trust.

   (xxiv)   "Plan Committee" means the committee appointed by the Board of
            Directors whose duties are provided in this Plan and Trust.

    (xxv)   "Plan Year" means the Company's fiscal (taxable) year, as presently
            established, which ends on December 31 of each year, and this shall
            be the fiscal (taxable) year of the Trust. If there is a change in
            the Company's fiscal year, then "Plan Year" shall mean the Company's
            new fiscal year, and any short fiscal year resulting from such
            change shall be considered a full year for all purposes of this
            Plan. The "Plan Year" shall not change without approval of the
            Internal Revenue Service.

   (xxvi) "Qualifying Employer Security" means the Class A and Class B common
            stock of the Company.


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<PAGE>
  (xxvii)   "Quarterly Anniversary Date" means January 1, April 1, July 1, or
            October 1 of each Plan Year.

 (xxviii)   "Reemployment Commencement Date" means the first date after a Break
            in Service on which an Employee performs an Hour of Service for the
            Employer.

   (xxix)   "Super Top Heavy Plan" means a plan in which the aggregate of the
            Accounts of Key Employees under the plan as of the Determination
            Date exceeds 90% of the aggregate of the Accounts of all
            Participants under the plan (as of the Determination Date for the
            Plan Year), excluding former Key Employees.

    (xxx)   "Termination of Employment" means the termination of a person's
            status as an Employee as defined in Section 2.1(xii), as a Union
            Employee as defined in Section 2.1(xxxvi), or as a commissioned
            salesman.

   (xxxi)   "Top Heavy Plan" means a plan in which the  aggregate of the
            Accounts of Key  Employees  under the plan as of
            the Valuation Date exceeds 60 percent of the aggregate of the
            Accounts of all Participants under the Plan (as of the Determination
            Date for the Plan Year), excluding former Key Employees. The
            Accounts of Participants shall be increased by the aggregate
            distributions made with respect to such Participants during the
            five-year period ending on the Determination Date. Section 2.1(xxxi)
            shall be interpreted to conform with Code Section 416. For purposes
            of determining whether this and any aggregated plans are top heavy
            or super top heavy, all defined benefit and defined contribution
            plans (including any simplified Employee pension plan) maintained or
            ever maintained by the Employer in which a Key Employee participates
            or on which any plan in which a Key Employee participates depends
            for qualification under Code Sections 401(a)(4) or 410 must be
            aggregated. Other plans maintained or ever maintained by the
            Employer may be aggregated if, when considered as a group with the
            plans that must be aggregated, they would continue to satisfy the
            requirements of Code Sections 401(a)(4) and 410.

  (xxxii)   "Total Disability" means a disability that permanently renders a
            Participant unable to perform satisfactorily the usual duties of his
            employment with his Employer, as determined by a physician selected
            by the Plan Committee, and which results in his Termination of
            Employment with the Employer.

 (xxxiii)   "Trust Fund" means the assets of the trust established by this Plan
            and Trust from which the benefits under this Plan shall be paid and
            shall include all income of any nature earned by the fund and all
            changes in fair market value.

  (xxxiv)   "Trustee" means the person or persons appointed as trustee of the
            Trust Fund and any duly appointed and qualified successor trustee.

   (xxxv)   "Trustee Responsibility" means any responsibility provided in the
            Plan to manage or control the assets of this Plan.

  (xxxvi)   "Union Employee" means any Employee who is included in a unit of
            Employees covered by a collective bargaining agreement between
            Employee representatives and the Company or any Associated Company,
            if retirement benefits were the subject of


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<PAGE>
            good faith bargaining between such Employee representatives and the
            Company or Associated Company.

 (xxxvii)   "Valuation Date" means the last day of each Plan Year.

 (xxxvii)   "Year of Service" for purposes of eligibility to participate means
            any 12-month period, measured from the Employee's Employment
            Commencement Date or Reemployment Commencement Date, in which the
            Employee completes 1,000 or more Hours of Service. For purposes of
            this definition, Hours of Service shall include service as an
            Employee in any capacity including Union Employee and commissioned
            salesman and shall include service as an Employee of an Employer
            under common control with the Company as defined in Code Sections
            414(b), (c), (m), and (o) and the final regulations thereunder, or
            any other Company designated by the Plan Committee from time to
            time. Year of Service also shall include service with any company
            that is acquired directly or indirectly by any Employer
            participating in this Plan whether by acquisition of stock or assets
            if such company becomes part of the controlled group of corporations
            as defined in Code Section 414(b) or (c) of which the Company is a
            part. "Year of Service" for purposes of vesting means any Plan Year
            in which the Participant completes 1,000 or more Hours of Service.

            Effective for acquisitions occurring on or after January 1, 1996,
            Year of Service also shall include Years of Service with any company
            that is acquired directly or indirectly by any Employer
            participating in this Plan whether by acquisition of stock or assets
            if such company becomes part of the controlled group of corporations
            as defined in Code Section 1563(a) of which the Company is a part
            and provided that such individual for whom such service is credited
            becomes an Employee of General Communication, Inc. as a result of
            the acquisition. Effective for Employees first employed by the
            Company on or after January 1, 1996, an Employee will be credited
            with Years of Service under this Plan for Years of Service with any
            company which has received services provided by the Company under a
            management or outsourcing contract between such company and General
            Communication, Inc. as a service provider (as determined by the
            Company) provided that such individual for whom such service is to
            be credited becomes an Employee of the Company directly from the
            company for which the Company serves as service provider (as
            determined by the Company).

    Section 2.2 Gender. The masculine gender shall include the feminine and
neuter, and the singular shall include the plural.


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<PAGE>
                                   ARTICLE III

                                  PARTICIPATION

    Section 3.1 Who May Become a Participant. Any Employee of an Employer on the
Effective Date who has completed one Year of Service may become a Participant on
the Effective Date of the Plan. Any other or new Employee of an Employer may
become a Participant on any Quarterly Anniversary Date of the Plan following his
having completed one Year of Service, provided such Employee must be an Employee
of the Employer when he becomes a Participant.

    Section 3.2 Participation Form. (a) Completion Requested. The participation
form shall be available from the Plan Administrator. To become a Participant,
each Employee must complete and return the form to the Plan Administrator on
which he shall evidence the following: (i) his acceptance of participation in
the Plan; and (ii) his consent to be bound by the terms and conditions of the
Plan and all its amendments.

            (b) Failure To Complete, Revocation. The failure to complete and
return the form will be deemed to be an election not to become a Participant. An
Employee may revoke this election and become a Participant by requesting,
completing, and returning an application form before a subsequent Quarterly
Anniversary Date of the Plan, if he otherwise is eligible.

    Section 3.3 Effect of Break in Service on Becoming a Participant. (a) Year
in Which the Employee Completes More Than 500 but Fewer Than 1,000 Hours of
Service. An Employee who completes more than 500 but fewer than 1,000 hours of
service during any 12-month period, measured from the Employee's employment or
Reemployment Commencement Date, shall not be deemed to have completed a Year of
Service nor to have suffered a Break in Service. For the purposes of Section
3.3(c) of this Plan, any breaks in service which are interrupted by a year in
which the Employee has more than 500 but fewer than 1,000 hours of service shall
be treated as inconsecutive breaks in service.

            (b) Inclusion of Pre-Break Years of Service in General. All years of
service prior to any period of up to five consecutive one year breaks in
service, not excluded by reason of this section, shall be counted in determining
who may become a Participant.

            (c) Exclusion of Years of Service for Employees Without Vested
Rights. Years of service completed prior to any Break in Service by an Employee
who has no vested interest in any Employer contributions at the time of his
reemployment shall not be counted in determining whether the Employee may become
a Participant if the number of consecutive one-year breaks in service equals or
exceeds the greater of five years or the aggregate number of years of service
before such break. The aggregate number of years of service before such break
shall not include any years of service which have been excluded by reason of a
prior application of this Section 3.3(c).

    Section 3.4 Participation Upon Reemployment. An Employee who has satisfied
the service requirement under Section 3.1 of this Plan by reason of years of
service prior to a Break in Service of one year or longer (which service has not
been excluded under Section 3.3 of this Plan) may become a Participant
immediately upon his reemployment. However, an Employee who becomes a
Participant under this section may not commence contributions until the first
Quarterly Anniversary Date occurring after reemployment pursuant to Section 4.1
of this Plan.


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<PAGE>
    Section 3.5 Military Service. Notwithstanding any provision of this Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u).


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<PAGE>
                                   ARTICLE IV

                                  CONTRIBUTIONS

    Section 4.1 Contributions and Salary Reductions by Participants. (a) General
Rules. Each Participant shall make contributions to the Trust Fund only by means
of regular payroll deductions, by elective deferrals, or in such other manner as
the Plan Committee shall determine, which contributions shall be paid to the
Trustee at least quarterly. Participant after-tax contributions by payroll
deduction or by any other manner as the Plan Committee shall determine shall be
referred to as voluntary contributions, and Participant pre-tax contributions
shall be known as elective deferrals. Each Participant shall designate up to 10%
of his Compensation in each payroll period, until changed by the Participant, as
a elective deferral, plus any contributions under Section 4.1(c) of this Plan. A
Participant may change his designation prospectively but not retroactively
effective for any payroll period by filing a new election with the Plan
Administrator prior to the last two weeks of the calendar quarter immediately
preceding the quarter for which it is to be effective. A Participant may suspend
his contributions to the Plan for any quarter by filing a written notice of
suspension with the Plan Administrator at any time prior to the last two weeks
of the calendar quarter immediately preceding the calendar quarter in which it
is to be effective. Such notice shall remain effective until the Participant
elects to make further Participant contributions, and no Employer contributions
shall be made on behalf of the Participant during such suspension period. A
Participant may authorize resumption of Participant contributions by filing a
new contribution designation with the Plan Administrator at any time prior to
the last two weeks of the calendar quarter immediately preceding the calendar
quarter in which it is to be effective.

            (b) Salary Reductions. To become or remain a Participant in this
Plan, an eligible Employee must elect to reduce his Compensation in such manner
as the Plan Committee shall determine not to exceed 10% of his Compensation per
payroll period. Such election shall be made and may be changed at any time in
accordance with Section 4.1(a) of this Plan. Contributions under this section
shall be made in accordance with an agreement with the Company under which the
Participant elects to reduce his Compensation by the amount determined at his
discretion, and for purposes of Code Section 401(k) shall be deemed to be
Company contributions. Agreements to reduce Compensation shall be subject to
Sections 4.11 and 4.12 of this Plan.

            (c) Nonqualified Voluntary Contributions. Each Plan Participant may
contribute to the Plan for each Plan Year during which he is a Participant such
amount of nonqualified voluntary contributions as he shall elect in his sole
discretion, provided that such amount shall not exceed 10% of his Compensation
for each payroll period. Nonqualified voluntary contributions shall be so
designated in writing when made or when the Participant agrees to payroll
deductions. All non-qualified voluntary contributions for the Plan Year shall be
made during the Plan Year or within 30 days after the end of the Plan Year.

    Section 4.2 Determination of Contribution by the Employer. The Plan
Committee on behalf of each Employer shall pay into the Trust Fund at least
annually an amount up to 100% of each Participant's elective deferral and
voluntary contributions to the Plan which are invested in Qualifying Employer
Securities pursuant to Section 10.1(d), as the Board of Directors shall
determine by resolution; provided, however, that the Employer contribution on
behalf of Participants who have elected to direct the investment of any portion
of their elective deferrals and voluntary contributions into investments other
than Qualifying Employer Securities will


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<PAGE>
receive an Employer matching contribution of up to 50% of the Participant's
elective deferral and voluntary contributions to the Plan. The Employer's
contribution on behalf of any Participant who elects to direct the investment of
any portion of his elective deferrals and voluntary contributions into
investments other than Qualifying Employer Securities under Section 10.1(d)
shall be equal to a stated percentage of each such Participant's contributions
(both voluntary contributions and elective deferrals) under Section 4.1 of this
Plan during any payroll period, and the Employer's contribution on behalf of any
Participant who elects to direct the investment of all of his elective deferrals
and voluntary contributions into Qualifying Employer Securities under Section
10.1(d) shall be equal to a stated percentage of each such Participant's
contributions (both voluntary contributions and elective deferrals) under
Section 4.1 of this Plan during any payroll period. No Participant's elective
deferral or voluntary contributions shall be matched in an amount exceeding 10%
of such Participant's Compensation during any payroll period the Participant
participates in the Plan. Except as provided in Section 7.3 of this Plan, the
amount of the Employer's contribution shall not exceed either 10% of the
aggregate Compensation of all Participants under this Plan in the year for which
the contribution is being determined or the annual addition limitations of the
Code as provided in Sections 4.8 or 4.9 of this Plan.

    Section 4.3 Time and Method of Payment of Contribution by the Employer. The
Plan Committee on behalf of the Employer may make payment of its contribution
for any Plan Year in installments on any date or dates it elects, provided that
the amount of its contribution for any year shall be paid in full within the
time prescribed in order to qualify such payment as an income tax deduction for
such year under the Code or any other provisions of law and provided further
that the final allocation of such Employer contribution shall not be made to an
Account until the last day of the Plan Year. Such contribution may be made in
cash, in Qualifying Employer Securities (as determined by the Company), or in
property of the character in which the Trustee is authorized to invest the Trust
Fund. Contributions of property other than cash or Qualifying Employer
Securities shall be subject to the approval of the Trustee and the Plan
Committee.

    Section 4.4 To Whom Contributions Are To Be Paid. The Employer's
contributions for any Plan Year shall be paid to the Trustee and shall become a
part of the Trust Fund.

    Section 4.5 Return of Employer Contributions. (a) Circumstances Under Which
Return Will Be Made. A contribution by the Employer to the Plan shall be
returned to the Company, at the Employer's discretion, under any of the
following circumstances: (i) if a contribution is made by the Employer by a
mistake of fact, including a mistaken excess contribution, within one year of
its payment to the Plan; (ii) if initial qualification of the Plan is denied,
within one year after the date of denial of initial qualification of the Plan;
or (iii) if all or any part of the deduction of the contribution is disallowed,
to the extent of the disallowance, within one year after the disallowance of the
deduction.

            (b) Amount of Return. The Employer shall state by written request to
the Trustee the amount of the contribution to be returned and the reason for
such return. Such amount shall not include any earnings attributable to the
contribution and shall be reduced by any losses attributable to the
contribution. Upon sending such request to the Trustee, the Employer
simultaneously shall send to the Plan Committee a copy of the request. The
Trustee shall return such contributions to the Employer immediately upon receipt
of the written request by the Employer. All contributions by the Employer to the
Plan are declared to be conditioned upon both the qualification of the Plan
under Section 401 of the Code and the deductibility of such contributions Under
Section 404 of the Code.


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<PAGE>
    Section 4.6 Employer's Obligations. The adoption and continuance of the Plan
shall not be deemed to constitute a contract between the Employer and any
Employee or Participant, nor to be a consideration for, or an inducement or
condition of, the employment of any person. Nothing in this Plan shall be deemed
to give any Employee or Participant the right to be retained in the employ of
the Employer, or to interfere with the right of the Employer to discharge any
Employee or Participant at any time, nor shall it be deemed to give the Employer
the right to require the Employee or Participant to remain in its employ, nor
shall it interfere with the right of any Employee or Participant to terminate
his employment at any time.

    Section 4.7 Rollover Contributions and Transfers. Notwithstanding the limits
imposed upon Participant contributions, a Participant may contribute any amount
of funds or property to the Plan in any year if such contribution satisfies the
requirements under law for rollover contributions and if the Plan Committee
agrees in writing to accept such contribution on behalf of the Plan and the
Employer. Subject to the direction of the Plan Committee, the Trustee is
authorized to receive and add to the Trust Fund those assets attributable to
employees who were participants in the Western Tele-Communications, Inc.
Employee Stock Purchase Plan. A direct transfer from a qualified Plan subject to
Code Section 417 shall not be permitted. The Employer shall not be required
under Section 4.2 of this Plan to make any matching contributions for such
rollover contributions or transfers. Rollover contributions and transfers shall
be added to a separate Account for such Participant, shall be nonforfeitable,
and shall be distributable under Article VII of this Plan. Transfers from the
Western Tele-Communications, Inc. Employee Stock Purchase Plan shall be subject
to Section 10.1(d) of this Plan.

    Section 4.8 Annual Addition. (a) Limitations. For the purpose of this
Section 4.8, the term "Annual Addition" includes Employer contributions and
forfeitures and any Participant's voluntary contributions. Annual Addition shall
not include any direct transfer or any contribution made by a Participant which
qualified under law as a rollover contribution. The annual limitation year shall
be the Plan Year. If the Annual Addition to the Account of any Participant,
attributable to all defined contribution plans (including money purchase pension
plans or profit-sharing plans of the Employer), would exceed either $30,000 or
25% of such Participant's Compensation, the excess amount shall be disposed of
as follows:

      (i)   any  Participant  contributions, to the extent that the return would
            reduce the excess amount, shall be returned to the Participant;

     (ii)   The amount of such excess attributable to Employer contributions and
            any forfeitures shall be allocated and reallocated to other
            Participants' Accounts in accordance with Article V of this Plan to
            the extent that such allocations do not cause the additions to any
            such Participant's Account to exceed the lesser of the maximum
            permissible amount or any other limitation provided in the Plan;

    (iii)   To the extent that the excess amounts described in Section
            4.8(a)(ii) of this Plan cannot be allocated to other Participant
            Accounts, such excess amounts shall be allocated to the suspense
            Account in accordance with Article V of this Plan and allocated to
            Participants under the provisions of that article.

            (b) Compensation Defined. For purposes of limiting Annual Additions
under this section and combined benefits and contributions under Section 4.9 of
this Plan, compensation


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January 01, 2000
<PAGE>
means a Participant's wages, salaries, fees for professional services, and other
amounts received for personal services actually rendered for the Employer
(including but not limited to, commissions paid salesmen, compensations for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, and bonuses).

                  (i)      For Plan Years beginning prior to December 31, 1997,
                           compensation for Annual Additions purposes shall not
                           include the following: (A) Employer contributions to
                           a deferred compensation plan that are not includable
                           in the Employee's gross income for the year in which
                           contributed, Employer contributions to a simplified
                           Employee pension plan described under Code Section
                           408(k) to the extent such contributions are
                           deductible by the Employee, or any distributions from
                           a deferred compensation plan other than amounts
                           received from an unfunded nonqualified plan; (B)
                           amounts realized from the exercise of a nonqualified
                           stock option or when restricted stock (or property)
                           held by the Employee either becomes freely
                           transferable or is no longer subject to substantial
                           risk of forfeiture; (C) amounts realized from the
                           sale, exchange, or other disposition of stock
                           acquired under a qualified stock option; or (D) other
                           amounts which received special tax benefits, or
                           Employer contributions to purchase an annuity
                           contract described in Code Section 403(b), whether or
                           not under a elective deferral agreement or whether or
                           not the amounts actually are excludable from the
                           gross income of the Employee.

                  (ii)     For Plan Years beginning after December 31, 1997,
                           "Compensation" shall include elective deferrals (as
                           defined in Code Section 402(g)) and any amounts which
                           are not included in the Participant's gross income by
                           reason of Code Sections 125 (cafeteria plans) and 457
                           (deferrals to governmental plans). All determinations
                           of Compensation will be made in accordance with Code
                           Section 415(c)(3), as it may be amended from time to
                           time.

    Section 4.9 Limitation on Combined Benefits and Contributions of All Defined
Benefit and Defined Contribution Plans of the Employer. (a) Employer
Contributions. In any year if the Employer makes contributions to a defined
benefit plan on behalf of an Employee who also is a Participant in this Plan,
then the sum of the defined benefit plan fraction and the defined contribution
plan fraction (both as prescribed by law and as defined below) for such Employee
for such year shall not exceed 1.0. In any year if the sum of the defined
benefit plan fraction and the defined contribution plan fraction on behalf of an
Employee does exceed 1.0, then the Employer's contribution on behalf of such
Participant to this defined contribution plan of the Employer shall be reduced
to the extent necessary to prevent the sum of the defined contribution plan
fraction and the defined benefit plan fraction from exceeding 1.0. The
Employer's contribution on behalf of such Participant to this Plan may be
reallocated to other Participants under Article V of this Plan to the extent
necessary to prevent the sum of the defined contribution plan fraction and the
defined benefit Plan fraction from exceeding 1.0. If any amount cannot be
allocated or reallocated without exceeding the limits provided in this Article,
such amount may be allocated to the suspense Account established under Article V
of this Plan and allocated to the Participants in accordance with the provisions
of Article V of this Plan. For purposes of this section the limitation year
shall be the Plan Year.


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<PAGE>
            (b) Defined Benefit Plan Fraction. The defined benefit plan fraction
is a fraction the numerator of which is the projected annual benefit of the
Participant under the Plan (determined as of the close of the year) and the
denominator of which is the lesser of the following amounts determined for such
year and for each prior Year of Service with the Employer: (i) the product of
1.25 times the maximum benefit dollar limitation in effect for the limitation
year; or (ii) the product of 1.4 times 100% of the Participant's average
Compensation for his high three consecutive calendar years.

            (c) Defined Contribution Plan Fraction. The defined contribution
plan fraction is a fraction the numerator of which is the sum of the annual
additions to the Participant's Account under all defined contribution Plans of
the Employer as of the close of the limitation year and the denominator of which
is the sum of the lesser of the following amounts determined for such year and
for each prior Year of Service with the Employer: (i) the product is 1.25 times
the dollar limitations in effect under Code Section 415(c)(1)(A) for the
limitation year (without regard to Code Section 415(c)(6)); or (ii) the product
of 1.4 times an amount equal to 25% of the Participant's Compensation for the
limitation year.

            (d) Transition Rules. The Plan Committee, in its discretion, may
elect to use the transition rules for calculating the defined contribution plan
fraction as provided in Code Sections 415(e)(4) and 415(e)(6).

            (e) Limitation Years Beginning After December 31, 1999. This Section
4.9 shall not apply to any limitation year beginning after December 31, 1999.

    Section 4.10 Top Heavy Plan Provisions. (a) Plan Years after December 31,
1983. The provisions of this section shall have effect for any Plan Years
beginning after December 31, 1983 in which the Plan is top heavy.

            (b) Minimum Contribution. If no other qualified plan maintained by
the Employer provides the minimum benefit or contribution for Participants as
required under Code Section 416(c) for a year that the plan is top heavy, this
Plan shall provide a minimum allocation (which may include forfeitures otherwise
allocable) for such Plan Year for each Participant who is a non-Key Employee in
an amount equal to at least three percent of such Participant's Compensation for
such Plan Year. Notwithstanding the preceding sentence, the minimum allocation
required under this Section 4.10 shall in no event exceed the percentage of
contributions made under the Plan for such year for the Key Employee for whom
such percentage is the highest for such year. If Employees who are Participants
in this Plan also participate in a defined benefit plan maintained by the
Employer and both plans are top heavy in any year, the Employer may elect to
satisfy the minimum contribution requirements of Code Section 416(c) and the
regulations thereunder by providing a minimum allocation (which may include
forfeitures otherwise allocable) for such Plan Year for each Participant (for
purposes of Code Section 416(c) and the regulations thereunder) who is a non-Key
Employee in an amount equal to at least 5% of such Participant's Compensation
for such Plan Year. For purposes of this Section 4.10, Participants who must be
considered Participants to satisfy the coverage requirements of Code Section
410(b) in accordance with Code Section 401(a)(5) and who have not separated from
service at the end of the Plan Year shall be eligible to share this minimum
contribution including Participants who have failed to complete 1,000 or more
hours of service, who have declined to make mandatory contributions to the Plan
or who have been excluded because such Participant's Compensation is less than a
stated amount. Compensation for purposes of this Section 4.10 shall mean
Compensation as defined in Section


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<PAGE>
4.8 of this Plan. Elective deferral contributions may not be used to satisfy the
minimum contribution required under this section 4.10. If, in any top-heavy
year, the highest percentage of Employer contributions and forfeitures allocated
to any Key Employee is less than three percent, amounts allocated as a result of
any Key Employee's elective deferrals must be included in determining the
Employer contribution made on behalf of such Key Employees.

            (c) Modification of Plan Fractions. The 1.25 factor in the defined
benefit plan fraction and defined contribution Plan fraction (as such fractions
are defined in the preceding section) shall be reduced to 1.0 for any year that
the Plan is top heavy. If the Plan is super top heavy, the 1.25 factor also
shall be reduced to 1.0 for the Plan Year.

            (d) Maximum Compensation Limitation. The annual Compensation
considered for each Participant for purposes of the Plan for any year that the
Plan is top heavy shall not exceed such Participant's Compensation (as limited
by Code Section 401(a)(17)).

    Section 4.11 Salary Reduction Rules. (a) Election to Reduce Salary. As a
condition of participation, an Employee eligible to participate in this Plan
must elect to reduce his or her Compensation by an amount determined at his or
her discretion (annually not to exceed the lesser of the amount specified for a
given calendar year by the Internal Revenue Service or 10% of Compensation). A
Participant must make this election according to the procedure prescribed by and
on the form provided by the Plan Committee.

            (b) Nondiscriminatory Benefits. All Participants are eligible to
defer identical percentages of their Compensation, regardless of the amount of
such Compensation; provided such percentage does not result in a deferral of
more than the limitation imposed under Code Section 402(g) in any calendar year.
A Participant may assign to this Plan any excess elective deferrals made during
a taxable year of the Participant by notifying the Plan Administrator on or
before the following March 15 of the amount of the excess elective deferrals to
be assigned to the Plan. A Participant is deemed to have notified the Plan
Administrator of any excess elective deferrals that arise taking into account
only those elective deferrals made to this Plan and any other plans of the
Employer. An excess elective deferral is any elective deferral during a calendar
year in excess of the dollar limitation in effect under Code Section 402(g) for
such year. On or before the April 15th following the end of each calendar year,
the Company will distribute excess elective deferrals (plus any allocable income
and minus any allocable loss) to any Participant to whose Account excess
elective deferrals were made or assigned for the preceding year and who claims
excess elective deferrals for such taxable year or who is deemed to have
notified the Plan Administrator of such excess. The income or loss attributable
to excess elective deferrals is the income or loss for the year allocable to the
Participant's elective deferrals multiplied by a fraction, the numerator of
which is the Participant's excess elective deferrals for such year and the
denominator of which is the total Account balance of the Participant
attributable to elective deferrals, without regard to any income or losses
allocable to such elective deferrals for the calendar year. Alternatively, in
the discretion of the Committee, income allocable to the Participant's excess
elective deferrals may be determined under any reasonable method used by the
Plan for allocating income on Plan assets.

            (c) Limit on Actual Deferral Percentage. The Actual Deferral
Percentage for Participants who are Highly Compensated Employees for each Plan
Year and the Actual Deferral Percentage for Participants who are Non-Highly
Compensated Employees for the same Plan Year must satisfy one of the following
tests:


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<PAGE>
                  (i)    The Actual Deferral Percentage for the Plan Year for
                         Participants who are Highly Compensated Employees may
                         not exceed the Actual Deferral Percentage for the
                         preceding Plan Year for Participants who are Non-Highly
                         Compensated Employees multiplied by 1.25 times; or

                  (ii)   The Actual Deferral Percentage for the Plan Year for
                         Participants who are Highly Compensated Employees may
                         not exceed the Actual Deferral Percentage for the
                         preceding Plan Year for Participants who are Non-Highly
                         Compensated Employees multiplied by 2.0, provided that
                         the Actual Deferral Percentage for the Plan Year for
                         Participants who are Highly Compensated Employees does
                         not exceed the Actual Deferral Percentage for the
                         preceding Plan Year for Participants who are Non-Highly
                         Compensated Employees by more than two percentage
                         points.

                         The following rules regarding the Actual Deferral
Percentage will apply:

                  (i)    The Actual Deferral Percentage for the Plan Year for
                         any Highly Compensated Employee who is eligible to have
                         elective deferrals (and qualified non-elective
                         contributions or qualified matching contributions, or
                         both, if such contributions are treated as elective
                         deferrals for purposes of the Actual Deferral
                         Percentage test) allocated to his or her Account under
                         two or more arrangements described in Code Section
                         401(k) that are maintained by the Company will be
                         determined as if such elective deferrals (and, if
                         applicable, such qualified non-elective contributions
                         or qualified matching contributions, or both) were made
                         under a single arrangement. If a Highly Compensated
                         Employee participates in two or more cash or deferred
                         arrangements that have different Plan Years, all cash
                         or deferred arrangements ending with or within the same
                         calendar year will be treated as a single arrangement;

                  (ii)   In the event that this Plan satisfies the requirements
                         of Code Sections 401(k), 401(a)(4), or 410(b) only if
                         aggregated with one or more other plans, or if one or
                         more other plans satisfy the requirements of such Code
                         Sections only if aggregated with this Plan, then this
                         section will be applied by determining the Actual
                         Deferral Percentage of Participants as if all such
                         plans were a single plan. Plans may be aggregated in
                         order to satisfy Code Section 401(k) only if they have
                         the same Plan Year;

                  (iii)  For purposes of determining the Actual Deferral
                         Percentage, elective deferrals, qualified non-elective
                         contributions, and qualified matching contributions
                         must be made before the last day of the twelve-month
                         period immediately following the Plan Year to which
                         such contributions relate; and

                  (iv)   The Company will maintain records sufficient to
                         demonstrate satisfaction of the Actual Deferral
                         Percentage test and the amount of qualified
                         non-elective contributions or qualified matching
                         contributions, or both, used in such test.


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<PAGE>
            (d) Nonforfeitability of Elective Contributions. All elective
deferral contributions made on behalf of Participants to this Plan are vested
immediately. Such elective deferrals are nonforfeitable at all times.

            (e) Distributions Restriction. Elective deferrals shall be subject
to the restrictions on withdrawals under Section 7.6 of this Plan.

            (f) Definitions.

                  (i)    The "Actual Deferral Percentage" for a specified group
                         of Participants for a Plan Year is the average of the
                         ratios (calculated separately for each Participant in
                         such group) of the amount of deferrals made under the
                         Plan on behalf of each such Participant for the Plan
                         Year to the Participant's Compensation for the entire
                         Plan Year (whether or not the Participant was a
                         Participant for the entire Plan Year) or for the
                         portion of such Plan Year during which the Employee was
                         a Participant, as determined by the Company for such
                         Plan Year so long as such determination is applied
                         uniformly to Participants under the Plan for such Plan
                         Year. Deferrals on behalf of any Participant include
                         [A] any elective deferrals made pursuant to the
                         Participant's deferral election, including excess
                         elective deferrals, but excluding elective deferrals
                         that are taken into account in the Average Contribution
                         Percentage test (provided the Actual Deferral
                         Percentage test is satisfied both with and without
                         exclusion of these elective deferrals); and [B] in the
                         discretion of the Company, all qualified non-elective
                         contributions or such qualified non-elective
                         contributions as are necessary to meet the Actual
                         Deferral Percentage test and all qualified matching
                         contributions or such qualified matching contributions
                         as are necessary to meet the Actual Deferral Percentage
                         test. For purposes of computing Actual Deferral
                         Percentages, an Employee who would be a Participant but
                         for the failure to make elective deferrals will be
                         treated as a Participant on whose behalf no elective
                         deferrals are made.

                  (ii)   "Elective Deferrals" means any Company contributions
                         made to the Plan at the election of the Participant in
                         lieu of cash compensation, including contributions made
                         pursuant to a elective deferral agreement or other
                         deferral arrangement. A Participant's elective
                         deferrals in any calendar year are the sum of all
                         Company contributions made on behalf of such
                         Participant pursuant to an election to defer under any
                         arrangement described in Code Section 401(k), any
                         simplified employee pension cash or deferred
                         arrangement described in Code Section 402(h)(1)(B), any
                         eligible deferred compensation plan under Code Section
                         457, any plan as described in Code Section 501(c)(18),
                         and any Company contributions made on behalf of a
                         Participant pursuant to a elective deferral agreement
                         for the purchase of an annuity contract under Code
                         Section 403(b).

                 (iii)   "Participant" for purposes of this Section 4.11 only
                         includes all Employees eligible to participate in this
                         Plan even if not electing to do so.


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<PAGE>
                  (iv)   "Compensation" for purposes of this Section 4.11 means
                         only Compensation as defined in Section 2.1(ix) of this
                         Plan prior to any elective deferrals under Section 4.1
                         of this Plan.

            (g) Distribution of Excess Contributions. An excess contribution is
the excess, in any Plan Year, of the aggregate amount of contributions actually
taken into account in determining the Actual Deferral Percentage for Highly
Compensated Employees over the maximum amount of such contributions permitted by
the Actual Deferral Percentage test, determined by reducing contributions made
on behalf of Highly Compensated Employees beginning with the Highly Compensated
Employee with the highest amount of elective deferrals for such Plan Year. In
the event that excess contributions are made for any Plan Year, the Committee
will distribute the excess contributions in accordance with this paragraph. On
or before the 15th day of the third month following the end of each Plan Year,
but in no event later than the close of the following Plan Year, each Highly
Compensated Employee will have his or her portion of the excess contribution,
adjusted for any income or loss allocable to such portion, distributed to him.
The income or loss attributable to excess contributions is the income or loss
for the Plan Year allocable to the Participant's elective deferral Account (and,
if applicable, the qualified non-elective contribution Account or the qualified
matching contribution Account, or both) multiplied by a fraction, the numerator
of which is the Participant's excess contributions for the Plan Year and the
denominator of which is the Participant's Account balance attributable to
elective deferrals (and qualified non-elective contributions or qualified
matching contributions, or both, if any such contributions are taken into
account in determining the actual deferral percentage), without regard to any
income or losses allocable to such contributions for the Plan Year.
Alternatively, in the discretion of the Committee, income allocable to the
Participant's excess contributions may be determined under any reasonable method
used by the Plan for allocating income on Plan assets. Excess contributions will
be distributed from the Participant's elective deferral Account and qualified
matching contributions Account, if applicable, in proportion to the
Participant's elective deferrals and qualified matching contributions (to the
extent used in the actual deferral percentage test) for the Plan Year. Excess
contributions will be distributed from the Participant's qualified non-elective
contribution Account only to the extent that such excess contributions exceed
the balance in the Participant's elective deferral Account and qualified
matching contributions account. If excess contributions are not distributed by
the 15th day of the third month following the end of the Plan Year in which such
excess contributions arose, a ten percent excise tax will be imposed on the
Company with respect to such excess contributions. Matching contributions
attributable to excess contributions that are distributed to a Participant shall
be forfeited as of the distribution date of the excess contribution.

    Section 4.12 Nondiscrimination Rules for Voluntary Contributions and
Employer Contributions. (a) Limit on Average Contribution Percentage. The
Average Contribution Percentage for Participants who are Highly Compensated
Employees for each Plan Year and the Average Contribution Percentage for
Participants who are Non-Highly Compensated Employees for the same Plan Year
must satisfy one of the following tests:

                  (i)    The Average Contribution Percentage for the Plan Year
                         for Participants who are Highly Compensated Employees
                         may not exceed the Average Contribution Percentage for
                         the preceding Plan Year [need confirmation] for
                         Participants who are Non-Highly Compensated Employees
                         multiplied by 1.25 times; or


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January 01, 2000
<PAGE>
                  (ii)   The Average Contribution Percentage for the Plan Year
                         for Participants who are Highly Compensated Employees
                         may not exceed the Average Contribution Percentage for
                         the preceding Plan Year for Participants who are
                         Non-Highly Compensated Employees multiplied by 2.0,
                         provided that the Average Contribution Percentage for
                         the Plan Year for Participants who are Highly
                         Compensated Employees does not exceed the Average
                         Contribution Percentage for the preceding Plan Year for
                         Participants who are Non-Highly Compensated Employees
                         by more than two percentage points.

                  (i)    Multiple Use: If one or more Highly Compensated
                         Employees participate in both a cash or deferred
                         arrangement and a plan subject to the Average
                         Contribution Percentage test maintained by the Company
                         and the sum of the Actual Deferral Percentage and
                         Average Contribution Percentage of those Highly
                         Compensated Employees subject to either or both tests
                         exceeds the Aggregate Limit, then the Average
                         Contribution Percentage of those Highly Compensated
                         Employees who also participate in a cash or deferred
                         arrangement will be reduced (beginning with such Highly
                         Compensated Employee with the highest amount of such
                         contributions for such Plan Years) so that the
                         Aggregate Limit is not exceeded. The amount by which
                         each Highly Compensated Employee's contribution amount
                         is reduced will be treated as an excess aggregate
                         contribution. The Actual Deferral Percentage and
                         Average Contribution Percentage of the Highly
                         Compensated Employees are determined after any
                         corrections required to meet the Actual Deferral
                         Percentage and Average Contribution Percentage tests.
                         Multiple use does not occur if both the Actual Deferral
                         Percentage and the Average Contribution Percentage of
                         the Highly Compensated Employees do not exceed 1.25
                         times the Actual Deferral Percentage and Average
                         Contribution Percentage of the Non-Highly Compensated
                         Employees;

                  (ii)   The Average Contribution Percentage for the Plan Year
                         for any Highly Compensated Employee who is eligible to
                         have contribution percentage amounts allocated to his
                         or her Account under two or more arrangements described
                         in Code Section 401(k) that are maintained by the
                         Company will be determined as if such contribution
                         percentage amounts were made under a single
                         arrangement. If a Highly Compensated Employee
                         participates in two or more cash or deferred
                         arrangements that have different Plan Years, all cash
                         or deferred arrangements ending with or within the same
                         calendar year will be treated as a single arrangement;

                  (iii)  In the event that this Plan satisfies the requirements
                         of Code Sections 401(m), 401(a)(4), or 410(b) only if
                         aggregated with one or more other plans, or if one or
                         more other plans satisfy the requirements of such Code
                         Sections only if aggregated with this Plan, then this
                         section will be applied by determining the contribution
                         percentage of Participants as if all such plans were a
                         single plan. Plans may be aggregated in order to
                         satisfy Code Section 401(m) only if they have the same
                         Plan Year;

                  (iv)   For purposes of determining the Average Contribution
                         Percentage test, Participant contributions are
                         considered to have been made in the Plan Year


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January 01, 2000
<PAGE>
                         in which contributed to the Trust. Matching
                         contributions and qualified non-elective contributions
                         will be considered made for a Plan Year if made no
                         later than the end of the twelve-month period beginning
                         on the day after the close of the Plan Year. A matching
                         contribution (including a qualified matching
                         contribution) that is forfeited to correct excess
                         contributions, or because it is attributable to an
                         excess contribution or excess deferral will not be
                         taken into account for purposes of determining the
                         contribution percentage test; and

                  (v)    The Company will maintain records sufficient to
                         demonstrate satisfaction of the Average Contribution
                         Percentage test and the amount of qualified
                         non-elective contributions or qualified matching
                         contributions, or both, used in such test.

                  (vi)   An excess aggregate contribution is the excess, in any
                         Plan Year, of the aggregate contribution percentage
                         amounts taken into account in determining the numerator
                         of the average contribution percentage actually made on
                         behalf of Highly Compensated Employees over the maximum
                         contribution percentage amounts permitted by the
                         average contribution percentage test, determined by
                         reducing contributions made on behalf of Highly
                         Compensated Employees beginning with the Highly
                         Compensated Employee with the highest contribution
                         percentage. In the event that excess aggregate
                         contributions are made for any Plan Year, the Committee
                         will distribute the excess aggregate contributions in
                         the same manner as excess contributions are
                         distributed, as provided above. Income and losses
                         attributable to excess aggregate contributions will be
                         determined and distributed along with the excess
                         aggregate contributions in the manner provided above.

                  (vii)  In lieu of distributing excess contributions as
                         provided above or excess aggregate contributions as
                         provided above, the Company, in its discretion, may
                         make qualified non-elective contributions on behalf of
                         all Participants or all Participants who are non-Highly
                         Compensated Employees, in the Company's discretion,
                         that are sufficient to satisfy either the actual
                         deferral percentage test or the average contribution
                         percentage test, or both, pursuant to regulations under
                         the Code. "Qualified non-elective contributions" means
                         contributions (other than matching contributions or
                         qualified matching contributions) made by the Company
                         and allocated to Participants' Accounts that the
                         Participants may not elect to receive in cash until
                         distributed from the Plan, that are nonforfeitable when
                         made, and that are distributable only in accordance
                         with the distribution provisions that are applicable to
                         elective deferrals and qualified matching
                         contributions.

            (b)   Definitions.

                  (i)    The "Average Contribution Percentage" for a specified
                         group of Participants for a Plan Year is the average of
                         the ratios (calculated separately for each Participant
                         in such group) of the sum of the Participant
                         contributions, matching contributions, and qualified
                         matching contributions (to the extent such
                         contributions are not taken into account for purposes
                         of the actual


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<PAGE>
                         deferral percentage test) made on behalf of the
                         Participant for the Plan Year to the Participant's
                         Compensation for the entire Plan Year (whether or not
                         the Participant was a Participant for the entire Plan
                         Year) or for the portion of the Plan Year during which
                         the Employee was a Participant in the Plan, as
                         determined by the Company for such Plan Year so long as
                         such determination is applied uniformly to all
                         Participants under the Plan for such Plan Year.
                         Matching and qualified matching contributions on behalf
                         of any Participant in any Plan Year include [A] in the
                         discretion of the Company, all qualified non-elective
                         contributions or such qualified non-elective
                         contributions, as are necessary to meet the average
                         contribution percentage test; and [B] in the discretion
                         of the Company, all elective deferrals made pursuant to
                         the Participant's deferral election or such elective
                         deferrals as are necessary to meet the average
                         contribution percentage test (provided that the actual
                         deferral percentage test is satisfied both with and
                         without the exclusion of these elective deferrals).
                         Such contribution percentage amounts shall not include
                         matching contributions that are forfeited either to
                         correct excess aggregate contributions or because the
                         contributions to which they relate are excess
                         deferrals, excess contributions or excess aggregate
                         contributions.

                  (ii)   "Aggregate Limit" means the greater of:

                         (A)   the sum of [i] 1.25 times the greater of the
                               Actual Deferral Percentage of Non-Highly
                               Compensated Employees for the Plan Year or the
                               Average Contribution Percentage of Non-Highly
                               Compensated Employees for the Plan Year beginning
                               with or within the Plan Year of the cash or
                               deferred arrangement; and [ii] the lesser of two
                               times or two plus the lesser of such Actual
                               Deferral Percentage or Average Contribution
                               Percentage; or

                         (B)   the sum of [i] 1.25 times the lesser of the
                               Actual Deferral Percentage of Non-Highly
                               Compensated Employees for the Plan Year or the
                               Average Contribution Percentage of Non-Highly
                               Compensated Employees for the Plan Year beginning
                               with or within the Plan Year of the cash or
                               deferred arrangement; and [ii] the lesser of two
                               times or two plus the greater of such Actual
                               Deferral Percentage or Average Contribution
                               Percentage.

                  (iii)  "Compensation" for purposes of this Section 4.12 only,
                         will mean compensation as defined in Code Section
                         2.1(ix) of this Plan prior to any elective deferrals
                         under Section 4.1 of this Plan.

                  (iv)   "Participant Contribution" means any contribution made
                         to the Plan by or on behalf of a Participant that is
                         included in the Participant's gross income in the year
                         in which made and that is maintained under a separate
                         Account to which earnings and losses are allocated.

                  (v)    "Matching Contribution" means a Company contribution
                         made to this or any other defined contribution plan on
                         behalf of a Participant on account of a


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January 01, 2000
<PAGE>
                         Participant contribution made by such Participant, or
                         on account of a Participant's elective deferral, under
                         a Plan maintained by the Company.


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January 01, 2000
<PAGE>
                                    ARTICLE V

                DETERMINATION AND VESTING OF PARTICIPANT ACCOUNTS

    Section 5.1 Determination of Participants' Accounts. (a) Allocation of
Contributions. As of the last day of each calendar quarter the Plan Committee
shall allocate to the Account of each Participant (including a Participant who
terminates employment during the quarter) any amounts contributed by the
Employer to the Trust on behalf of such Participant under Section 4.2 of this
Plan for the calendar quarter then ended. Forfeitures under Section 7.3 of this
Plan shall be allocated along with Employer contributions during the first
calendar quarter after the end of the year in which the forfeitures occur. The
maximum allocation under this Section 5.1(a) to any Participant for any Plan
Year shall not exceed 10% of such Participant's Compensation. Voluntary
contributions and elective deferrals under Section 4.1 of this Plan shall be
allocated to the Account of the Participant making such contribution.

            (b) Allocation of Earnings, Losses and Changes in Fair Market Value
of the Net Assets of the Trust Fund; Allocation of Qualifying Employer
Securities. Each class (whether Class A or Class B) of Qualifying Employer
Securities shall be allocated to the Accounts of Participants as of the end of
each biweekly payroll period or as of the end of each calendar quarter after
acquired by the Trust Fund in the ratio that contributions under Section 4.1 of
this Plan made to each Account in the calendar quarter bear to the total
contributions under that Section 4.1 made to all Accounts for the calendar
quarter. Any dividends, cash or stock, paid on Qualifying Employer Securities
shall be allocated along with the Qualifying Employer Securities on which they
are paid. Once Qualifying Employer Securities are allocated to a Participant's
Accounts, any dividends, cash or stock, paid on such allocated securities shall
be allocated directly to such Accounts. Earnings and losses of the Trust Fund
(other than on Qualifying Employer Securities) shall be computed and allocated
to the Participants in the ratio which the total dollar value of the Account
(whether or not vested and excluding Qualifying Employer Securities) of each
Participant in the Trust Fund bears to the aggregate dollar value of the
Accounts (excluding Qualifying Employer Securities) of all Participants as of
the annual computation date. Only Participants in the Plan on the last day of
the Plan Year shall share in the allocation of earnings, losses and changes in
fair market value of the net assets of the Trust Fund (other than Qualifying
Employer Securities) for that year. Losses and declines in value of
Participants' Accounts will not be considered to be a forfeiture.

            (c) Participant Accounts. The Plan Committee shall maintain an
Account for each Participant showing the number of shares allocated to his
Account in the Trust Fund as of the last previous annual computation date
attributable to any contributions made by the Employer, including any Employer
contributions for the year ending on such date. This Account shall be known as
the Employer contributions Account. Separate Accounts also shall be kept,
showing the voluntary and elective deferral contributions of each Participant,
shares allocated, and the earnings, losses and changes in fair market value
thereof. The Plan Committee shall distribute, or cause to be distributed, to
each Participant at least annually a written statement setting forth the value
of such Participant's Accounts as of the last day of the Plan Year, and such
other information as the Plan Committee shall determine. Qualifying Employer
Securities shall be valued at the mean between dealer "bid" and "ask" closing
prices of the stock in the over-the-counter market as reported by the National
Association of Securities Dealers, Inc., or in the "pink sheets" published by
the National Quotation Bureau, Inc. Valuations of Qualifying Employer Securities
that are not readily tradable on an established securities market shall be made
by an independent appraiser.


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<PAGE>
            (d) Valuation Dates. The Valuation Date of the Trust Fund shall be
the last day of each Plan Year, and such other dates as determined by the
Committee, at which time the Plan Committee shall determine the value of the net
assets of the Trust Fund (i.e., the value of all the assets of the Trust Fund at
their then current fair market value, less all liabilities) and the value of
contributions by each Employer and all Participants for such year.

            (e) Computation Dates. The Plan Committee shall compute the value of
each Participant's Account annually on the last day of each Plan Year and shall
base such computations on the valuation of the assets in the Trust Fund on the
Valuation Date coincident with such date. Upon direct distribution under Section
7.2(a) of this Plan, the Plan Committee shall make a special computation by
which it shall adjust the value of such Participant's Account to reflect the
values determined as of the most recent Quarterly Anniversary Date prior to the
occurrence of such direct distribution. The value of his Account as so adjusted
shall be the amount which the Plan Committee shall use in determining the amount
which shall be distributable to such Participants. The Plan Committee shall be
under no obligation to compute the value of any Participant's Account more than
once annually, unless an event occurs which requires the direct distribution of
any part of a Participant's Account, in which case the Plan Committee shall
compute the Account of such Participant as provided above and, in its
discretion, may compute the Account of each Participant. To the extent
Qualifying Employer Securities have been allocated to the Account of any
Participant, the Plan Committee may distribute such Qualifying Employer
Securities in kind without a special computation of value.

            (f) Suspense Account for Unallocated Amounts. If the amount to be
allocated to any Participant's Account would exceed the contribution limitations
of Sections 4.8 or 4.9 of this Plan, a separate suspense Account shall be
established to hold such unallocated amounts for any year or years provided
that: (i) no Employer contributions may be made at any time when their
allocations would be precluded by Section 415 of the Code; (ii) investment gains
and losses and other income are not allocated to the suspense Account; and (iii)
the amounts in the suspense Account are allocated under Section 5.1(a) of this
Plan as of each allocation date on which such amounts may be allocated until the
suspense Account is exhausted. In the event of Plan termination, the balance of
such suspense Account may revert to the Company, subject to regulations
governing such reversion.

    Section 5.2 Vesting of Participants' Accounts. (a) General Rules. If any
Participant reaches his Normal Retirement Age, dies, or suffers Total Disability
while a Participant, his entire Account shall become fully vested without regard
to the number of years of service such Participant has had with the Employer.
Any Account whether vested or forfeitable shall become payable to a Participant
or his beneficiaries only to the extent provided in this Plan. A Participant or
former Participant who has designated a Beneficiary and who dies shall cease to
have any interest in this Plan or in his Account, and his Beneficiary shall
become entitled to distribution of the Participant's Account under this Plan and
not as a result of any transfer of the interest or Account. A Participant's
Account attributable to his own contributions or attributable to a rollover
contribution shall be fully vested at all times.

            (b) Vesting Schedule. A Participant shall have a vested interest in
the portion of his Account attributable to Employer contributions, in accordance
with the following schedule:


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<PAGE>
                                        Percentage of Account
             Years of Service              Which is Vested
         --------------------------     ---------------------
         Fewer than 1                            0
         1 or more but fewer than 2             20
         2 or more but fewer than 3             30
         3 or more but fewer than 4             45
         4 or more but fewer than 5             60
         5 or more but fewer than 6             80
         6 or more                             100

    Section 5.3 Full Vesting Upon Termination or Partial Termination of Plan or
Upon Complete Discontinuance of Employer Contributions. Upon the termination or
partial termination of this Plan or upon complete discontinuance of Employer
contributions, the Accounts of all Participants affected, as of the date such
termination, partial termination, or complete discontinuance of Employer
contributions occurred, shall be fully vested.

    Section 5.4 Service Included in Determination of Vested Accounts. All years
of service with the Company and any Associated Company shall be included for the
purpose of determining a Participant's vested Account under Section 5.2 of this
Plan, except years of service excluded by reason of a Break in Service under
Section 5.5 of this Plan.

    Section 5.5 Effect of Break in Service on Vesting. With respect to a
Participant who has five or more consecutive one-year breaks in service, years
of service after such Break in Service shall not be taken into account for
purposes of computing the Participant's vested Account balance attributable to
Employer contributions made before such five or more year period.

    Section 5.6 Effect of Certain Distributions. (a) Participant Contributions.
The provisions of this Section 5.6 shall not apply to any Participant
contributions (including elective deferrals) or rollover contributions.

            (b) Repayment of Distribution. A Participant who terminates
participation for any reason other than retirement, disability, or death while
any portion of his Account in the Trust Fund is forfeitable and who receives a
distribution of his vested Account attributable to Employer contributions shall
have the right to pay back such distribution to the Plan. Such repayment may be
made (i) only if the Participant has returned to the employ of the Company or
any Associated Company, and (ii) before the earlier of the date which is five
years after the date the Participant is re-employed by the Employer, or the date
on which the Participant experiences any five consecutive one-year breaks in
service commencing after the distribution. Repayment of a Participant's Account
attributable to his elective deferral contributions, if any, shall not be
permitted under this Section 5.6. A Participant who desires to make repayment of
a distribution under this Section 5.6(b) shall make repayment directly to the
Plan Committee. If a Participant repays a distribution under this section, the
value of his Account shall be the amount of his Account prior to distribution,
unadjusted for any subsequent gains or losses. The amount of the Participant's
Account that was forfeited previously shall be restored from one or more of the
following sources, at the discretion of the Plan Committee: income or gain to
the Plan, forfeitures or Employer contributions.

            (c) Forfeiture of Account When Repayment of Distribution Is Not
Made. If distribution is made to a Participant and he does not repay such
distribution under the terms of Section 5.6(b) of this Plan when the time limit
for repayment expires under Section 5.6(b) above,


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<PAGE>
the Participant shall forfeit the entire portion of his nonvested Account (as
adjusted for gains and losses) which was not distributed to him. The Account
shall be unadjusted for any increase in vesting for service completed during the
repayment period.


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<PAGE>
                                   ARTICLE VI

                   RETIREMENT DATE, DESIGNATION OF BENEFICIARY

    Section 6.1 Normal Retirement Date. On the last date of the quarter in which
a Participant attains his Normal Retirement Age, for purposes of this Plan he
shall be entitled to retire voluntarily. The Employer may continue to employ a
Participant after he has attained his Normal Retirement Age with the consent of
such Participant. At any time thereafter such Participant may retire. Until
retirement, a Participant shall continue to participate in the Plan unless he
elects otherwise. A Participant who has completed 10 years of service with any
Employer or combination of Employers may elect to retire for purposes of this
Plan on the last day of any quarter during the 5-1/2 years prior to his Normal
Retirement Age upon application to and approval by the Plan Committee. In no
event may a Participant receive a distribution attributable to Employer
contributions prior to termination of the Participant's employment except upon
retirement for purposes of this Plan.

    Section 6.2 Designation of Beneficiary. A Participant's full vested Account
balance shall be payable upon the death of the Participant, to the Participant's
surviving spouse or to his designated Beneficiary if there is no surviving
spouse or if the spouse consents to such Beneficiary designation in writing.
This spousal consent shall acknowledge the effect of such consent and shall be
witnessed by a Plan Committee member or a notary public. If there is no
surviving spouse or in the case of a spousal election not to receive the
Account, a Participant shall designate a Beneficiary to receive his Account in
the Trust Fund upon his death on the form prescribed by and delivered to the
Plan Committee. The Participant shall have the right to change or revoke a
designation at any time by filing a new designation or notice of revocation with
the Plan Administrator. No notice to any Beneficiary other than the spouse nor
consent by any Beneficiary other than the spouse shall be required to effect any
change of designation or revocation. If a Participant fails to designate a
Beneficiary before his death, or if no designated Beneficiary survives the
Participant, the Plan Committee shall direct the Trustee to pay his Account in
the Trust Fund to his surviving spouse, or if none, to his personal
representative. If no personal representative has been appointed actual notice
of such is given to the Plan Committee within 60 days after the Participant's
death, and if his Account does not exceed $5,000, the Plan Committee may direct
the Trustee to pay his Account to such person as may be entitled to it under the
laws of the state where such Participant resided at the date of his death. In
such case, the Plan Committee may require such proof of right or identity from
such person as the Plan Committee may deem necessary.

    Section 6.3 Participant or Beneficiary Whose Whereabouts Are Unknown. In the
case of any Participant or Beneficiary whose whereabouts are unknown, the Plan
Committee shall notify such Participant or Beneficiary at his last known address
by certified mail with return receipt requested advising him of his right to a
pending distribution. If the Participant or Beneficiary cannot be located in
this manner, the Plan Committee shall direct the Trustee to establish a
custodial Account for such Participant or Beneficiary for the purpose of holding
the Participant's Account until it is claimed by the Participant or Beneficiary
or until proof of death satisfactory to the Plan Committee is received by the
Plan Committee. If such proof of death is received, the Plan Committee shall
direct the Trustee to distribute the Participant's Account in accordance with
the provisions of Section 6.2 of this Plan. Any Trustee fees or other
administrative expenses attributable to a custodial Account established and
maintained under this section shall be charged against such Account.


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<PAGE>
                                   ARTICLE VII

                          DISTRIBUTION FROM TRUST FUND

    Section 7.1 When Accounts Become Distributable and Effect of Distribution.
If a Participant dies, suffers Total Disability, retires, or terminates his
employment for any other reason, the portion of this vested Account attributable
to Employer contributions, to Participant contributions, and to any rollover
contributions shall be distributable under Section 7.2 of this Plan. When the
Participant's Account becomes distributable, such Participant shall cease to
have any further interest or participation in the Trust Fund or any subsequent
accruals or contributions to the Trust Fund except as provided below: (i) a
Participant shall retain the right to receive distribution of his Account as
determined at the last prior regular computation or upon the special computation
as determined under Section 5.1 of this Plan; and (ii) except as provided in
Section 5.1 of this Plan, a Participant who makes contributions during any
quarter shall retain the right to receive his share in the Employer's
contribution allocated to his Account for such quarter.

    Section 7.2 Distribution of Account. (a) Notification of Trustee and Nature
of Distribution. As soon as administratively feasible after a Participant's
vested Account is distributable, the Plan Committee shall notify the Trustee in
writing of the Participant's name and address, the amount of his vested Account
which is distributable, the reason for its being distributable and the
permissible manner of distribution. A Participant's Account shall be distributed
in cash or Qualifying Employer Securities at the election of the Participant,
provided that Qualifying Employer Securities shall be distributed to a
Participant who makes a written demand for such to the Plan Committee. Cash
always may be distributed in lieu of fractional shares.

            (b) Distribution Upon Retirement and Upon Total Disability. Except
as provided in Section 7.5, if a Participant's Account becomes distributable
upon his Termination of Employment with the Employer because such Participant
has attained retirement age or because of his Total Disability, the Trustee
shall pay such Participant's Account as soon as administratively feasible
following the Participant's Termination of Employment in (i) one lump sum
distribution, or (ii) substantially equal annual installments over a period not
to exceed five years. If he dies before receiving all of his vested Account, the
remaining installments shall be paid to his Beneficiary under this Section 7.2.
Any payments received as disability benefits under this Plan are intended to
qualify as distribution from an accident and health Plan as described in the
Code.

            (c) Distribution Upon Death. Except as provided in Section 7.5, if a
Participant's Account becomes distributable because of his death, his
Beneficiary may elect to receive such Participant's Account, commencing as soon
as administratively feasible following the Participant's death in (i) one lump
sum distribution, or (ii) substantially equal annual installments over a period
not to exceed five years. If the Beneficiary dies before receiving all of the
Participant's vested Account, the remaining payments shall be made to the
contingent Beneficiary, if any. If the Participant has not designated a
Beneficiary, or if he has designated a Beneficiary who dies and the Participant
has not designated a contingent Beneficiary, the Participant's vested Account,
or the undistributed portion of it, shall be paid in a lump sum under Section
6.2 of this Plan.

            (d) Distribution Upon Other Termination of Employment. Except as
provided in Section 7.5, if a Participant's Account becomes distributable upon
his Termination of Employment for any reason other than attainment of retirement
age, disability, or death, the Trustee shall pay such Participant's Account to
the Participant, in one lump sum distribution as


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<PAGE>
soon as administratively feasible following Participant's Termination of
Employment and election to receive a distribution in accordance with Section
7.2(f). The vested Account of a Participant who has satisfied the years of
service requirement for early retirement under Section 6.1 of this Plan, but who
terminates employment prior to the early retirement age may be distributed, at
the option of the Participant, as soon as administratively feasible following
the date on which the Participant attains early retirement age, if such date is
earlier than the date on which this Account otherwise would be distributable. If
the Participant dies prior to receiving all of his vested Account, the remainder
shall be distributed to his Beneficiary under this Section 7.2.

            (e)   Distribution for Rollover Transactions and Eligible Rollover
                  Distributions.

                  (i)    Notwithstanding any other provision of this Section
                         7.2, a Participant whose Account becomes distributable
                         may request that the Plan Committee direct the Trustee
                         to distribute the entirety of the Participant's vested
                         Account in a single payment to the Participant for the
                         purpose of transferring such Account upon Termination
                         of Employment to another plan in a rollover
                         transaction. A Participant may not rollover the portion
                         of his Account considered contributed by the
                         Participant, which includes all Participant
                         contributions other than elective deferrals. A rollover
                         contribution may include all or any portion of any
                         prior rollover contributions, any earnings, losses, and
                         changes in the fair market value of the portion of a
                         Participant's Account attributable to his own
                         contributions and the portion of a Participant's vested
                         Account attributable to elective deferrals and Employer
                         contributions. The Participant shall make such rollover
                         request in writing and shall provide such information
                         to the Plan Committee as the Plan Committee requests,
                         including the name of the plan to which his interest is
                         to be transferred and the name and address of the
                         sponsor and the Trustee of the new plan, when
                         applicable.

                  (ii)   Notwithstanding any provision of the Plan to the
                         contrary that otherwise would limit a Participant's
                         distribution election under this Article, a Participant
                         may elect, at the time and in the manner prescribed by
                         the Plan Committee, to have any portion of an eligible
                         rollover distribution paid directly to an eligible
                         retirement plan specified by the Participant in a
                         direct rollover. An eligible rollover distribution is
                         any distribution of all or any portion of the balance
                         to the credit of the Participant, except that an
                         eligible rollover distribution does not include (A) any
                         distribution that is one of a series of substantially
                         equal periodic payments (not less frequently than
                         annually) made for the life (or life expectancy) of the
                         distributee or the joint lives (or joint life
                         expectancies) of the distributee and the distributee's
                         designated beneficiary, or for a specified period of
                         ten years or more; (B) any distribution to the extent
                         such distribution is required under Code Section
                         401(a)(9); and (C) the portion of any distribution that
                         is not includible in gross income (determined without
                         regard to the exclusion for net unrealized appreciation
                         with respect to employer securities). An eligible
                         retirement plan is an individual retirement account
                         described in Code Section 408(a), an individual
                         retirement annuity described in Code Section 408(b), an
                         annuity plan described in Code Section 403(a), or a
                         qualified trust described in Code Section 401(a), that
                         accepts the distributee's eligible rollover


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<PAGE>
                         distribution. However, in the case of an eligible
                         rollover distribution to a surviving spouse, an
                         eligible retirement plan is an individual retirement
                         account or individual retirement annuity. A distributee
                         includes an Employee or former Employee. In addition,
                         the Employee's or former Employee's surviving spouse
                         and the Employee's or former Employee's spouse or
                         former spouse who is the alternate payee under a
                         qualified domestic relations order, as defined in Code
                         Section 414(p), are distributees with regard to the
                         interest of the spouse or former spouse. A direct
                         rollover is a payment by the Plan to the eligible
                         retirement plan specified by the distributee. The
                         Committee may establish procedures for the distribution
                         of eligible rollover distributions, including any
                         limitations on the amount eligible for a rollover
                         distribution, to the extent permitted by law.

            (f) Distribution of a Participant's Contributions. Notwithstanding
any other provision of Section 7.2 of this Plan, but subject to the rules of
Section 7.5 of this Plan; if a Participant terminates employment for any reason,
he shall receive distribution in one lump sum of his Account in the Trust Fund
attributable to Participant contributions and the earnings, losses, and changes
in fair market value of such contributions if he makes written demand for them
upon the Plan Committee. If a Participant so requests, distribution of his
Account attributable to Participant contributions shall be made as soon as
administratively feasible following his election. Any amount attributable to
Participant contributions not distributed under this Section 7.2(f) shall be
distributed along with Employer contributions.

            (g) Optional Forms of Benefits for Transferred Assets.
Notwithstanding any provision of this Plan to the contrary, to the extent that
any optional form of benefit under this Plan permits a distribution prior to the
employee's retirement, death, disability, or severance from employment, and
prior to Plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of section
414(1) of the Internal Revenue Code, to this Plan from a money purchase pension
plan qualified under section 401(a) of the Internal Revenue Code (other than any
portion of those assets and liabilities attributable to voluntary employee
contributions).

    Section 7.3 Disposition of Forfeitable Account on Termination of Employment.
If a Participant's employment is terminated for any reason other than
retirement, death, or Total Disability, while any part of his Account in the
Trust Fund is forfeitable, then that portion of his Account which is forfeitable
shall be forfeited by him on the earlier of the date the Participant receives
distribution or the date which he experiences five consecutive one-year breaks
in service. If the value of a Participant's vested Account balance is zero upon
the Participant's termination of employment, the Participant will be deemed to
have received a distribution of the vested Account balance immediately upon such
termination of employment. If a Participant who has received a distribution of
less than his or her entire Account upon termination of employment is reemployed
prior to five consecutive one-year breaks in service, the forfeited Account will
be restored from income or gains to the Plan, forfeitures, or Company
contributions, at the discretion of the Plan Committee, if the Participant
repays the distributed amount to the Plan pursuant to section 5.6(b). Any amount
forfeited will remain in the Trust Fund and will be allocated as provided in
Section 5.1 of this Plan.


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<PAGE>
    Section 7.4 Assignment of Benefits. (a) General Rules. Except as provided in
this Section 7.4, all amounts payable by the Trustee shall be paid only to the
person entitled to them, and all such payments shall be paid directly to such
person and not to any other person or corporation. Such payments shall not be
subject to the claim of any creditor of a Participant, nor shall such payments
be taken in execution by attachment or garnishment or by any other legal or
equitable proceedings. No person shall have any right to alienate, anticipate,
commute, pledge, encumber, or assign any payments or benefits which he may
expect to receive contingently or otherwise, under this Plan, except the right
to designate a Beneficiary or beneficiaries; provided, that this Section 7.4
shall not affect, restrict, or abridge any right of setoff or lien which the
Trust may have by law.

            (b)   Qualified Domestic Relations Orders.

                  (i)    Section 7.4(a) of this Plan shall not apply with
                         respect to payments in accordance with the requirements
                         of a qualified domestic relations order. A qualified
                         domestic relations order creates or recognizes the
                         existence of an alternate payee's right to, or assigns
                         to an alternate payee the right to, receive all or a
                         portion of the benefits otherwise payable to a
                         Participant under the Plan. A domestic relations order
                         means any judgment, decree, or order (including
                         approval of a property settlement agreement) that
                         relates to the provision of child support, alimony
                         payments, or marital property rights to a spouse,
                         former spouse, child, or other dependent of a
                         Participant, and is made pursuant to a state domestic
                         relations law (including a community property law). To
                         qualify, the domestic relations order must:

                         (A)   Clearly state the name and last known mailing
                               address of the Participant and the name and
                               mailing address of each alternate payee covered
                               by the order;

                         (B)   Clearly state the amount or percentage of the
                               Participant's benefits to be paid by the Plan to
                               each alternate payee, or the manner in which the
                               amount or percentage is to be determined;

                         (C)   Clearly state the number of payments or period to
                               which the order applies;

                         (D)   Identify each Plan to which the order applies;

                         (E)   Not require the Plan to provide any type or form
                               of benefits, or any option, not otherwise
                               provided under the Plan;

                         (F)   Not require the Plan to provide increased
                               benefits (determined on the basis of actuarial
                               value); and

                         (G)   Not require the payment of benefits to an
                               alternate payee that are required to be paid to
                               another alternate payee under another order
                               previously determined to be a qualified domestic
                               relations order.


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                  (ii)   In the case of any distribution before a Participant
                         has separated from service, a qualified domestic
                         relations order shall not fail to meet the requirements
                         of Section 7.4(b)(i)(E) of this Plan solely because
                         such order requires that payment of benefits be made to
                         an alternate payee (A) on or after the date the
                         Participant attains the earliest retirement age, (B) as
                         if the Participant had retired on the date on which
                         such payment is to begin under such order, and (C) in
                         any form in which benefits may be paid under the Plan
                         to the Participant (other than in the form of a
                         qualified joint and survivor annuity with respect to
                         the alternate payee and his subsequent spouse). Payment
                         of benefits before Termination of Employment solely by
                         reason of payments to an alternate payee under a
                         qualified domestic relations order shall not be deemed
                         to be a violation of Code Section 401(a) or (k).

            (c)   Definitions.

                  (i)    "Alternate payee" means any spouse, former spouse,
                         child, or other dependent of a Participant who is
                         recognized by a qualified domestic relations order as
                         having a right to receive all, or a portion of, the
                         benefits payable under a Plan with respect to such
                         Participant.

                  (ii)   "Earliest retirement age" means the earlier of:

                         (A)   The date on which the Participant is entitled to
                               a distribution under the Plan; or

                         (B)   The later of the date the Participant attains age
                               50, or the earliest date on which the Participant
                               could begin receiving benefits under the Plan if
                               the Participant had separated from service.

    Section 7.5 Other Rules for Distribution of Fund. (a) Vested Accounts and
Consent to Distribution. No life annuity may be purchased or distributed under
this Plan and no amount (taking into consideration both Employer and Employee
contributions) may be distributed to a Participant prior to age 65 unless the
amount is distributed in a lump sum of $5,000 or less or the Participant
consents in writing to the distribution. Unless the Participant elects
otherwise, distribution must commence not later than 60 days after the end of
the Plan Year in which a Participant attains Normal Retirement Age or actually
retires, whichever is later. Unless otherwise elected by the Participant,
distributions must commence no later than one year after the close of the Plan
Year in which occurs the later of the Participant's Termination of Employment
because of death, disability or Normal Retirement Age, or the fifth Plan Year
following the Participants' separation from service; provided, however, that if
securities held in a Participant's Account were purchased with the proceeds of a
loan that has not been repaid in full, distributions may be delayed until the
end of the Plan Year during which the loan is repaid in full. The Participant's
Account must be distributed over a period not longer than five years or, five
years plus one additional year (but not more than five additional years) for
each $100,000 of Account balance in excess of $500,000.

            (b) Distribution Rules. Notwithstanding any other provisions of this
section, the following distribution rules shall apply (unless a different method
of distribution applies under Section 242(b) of the Tax Equity and Fiscal
Responsibility Act of 1982):


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                  (i)    Before Death. The entire Account of each Participant
                         (A) will be distributed to him not later than the
                         required beginning date; or (B) shall be distributed
                         commencing not later than the required beginning date
                         over (1) the life of the Participant (or the lives of
                         the Participant and his designated Beneficiary), or (2)
                         a period not extending beyond the life expectancy of
                         the Participant (or the life expectancy of the
                         Participant and his designated Beneficiary).

                  (ii)   After Death. If a Participant dies and distribution of
                         his Account has begun in accordance with Section
                         7.5(i)(B) of this Plan, the remaining portion of his
                         Account will be distributed at least as rapidly as
                         under the method of distribution being used under that
                         Section 7.5(i)(B) as of the date of the Participant's
                         death. If a Participant dies before distribution of the
                         Participant's Account has commenced, the entire
                         interest of the Participant will be distributed within
                         five years after the death of the Participant. The
                         preceding sentence shall not apply if any portion of
                         the Participant's Account is payable to or for the
                         benefit of a designated Beneficiary, if such portion
                         will be distributed over the life of the designated
                         Beneficiary, and if such distributions will begin not
                         later than one year after the date of the Participant's
                         death or such later date as the Secretary of the
                         Treasury may prescribe by regulations. If the
                         designated Beneficiary is the surviving spouse of the
                         Participant, the date on which the distributions are
                         required to begin shall not be earlier than the date on
                         which the Participant would have attained age 70-1/2,
                         and if the surviving spouse dies before the
                         distribution to such spouse begins, distributions shall
                         be made as if the surviving spouse were the
                         Participant.

                  (iii)  Life Expectancy. For purposes of this Section 7.5, the
                         life expectancy of an Employee and the Employee's
                         spouse (other than in the case of a life annuity) may
                         be redetermined but not more frequently than annually
                         as determined by the Plan Committee.

                  (iv)   Required Beginning Date. Required Beginning Date means
                         April 1 of the calendar year following the calendar
                         year in which occurs the later of [1] the date the
                         Participant attains age 70 1/2, or [2] the date the
                         Participant retires from employment with the Company.
                         Notwithstanding the above, in the case of a 5% owner of
                         the Company, Required Beginning Date means April 1 of
                         the calendar year following the calendar year in which
                         the Participant attains age 70 1/2.

                         Any Participant (who is not a 5% owner of the Company)
                         attaining age 70 1/2 in years after 1995 may elect by
                         April 1 of the calendar year following the year in
                         which the Participant attained age 70 1/2, (or by
                         December 31, 1997 in the case of a Participant
                         attaining age 70 1/2 in 1996) to defer distributions
                         until the calendar year following the calendar year in
                         which the Participant retires. If no such election is
                         made the Participant will begin receiving distributions
                         by the April 1 of the calendar year following the year
                         in which the Participant


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                         attained age 70 1/2 (or by December 31, 1997 in the
                         case of a Participant attaining age 70 1/2 in 1996).

                         Any Participant attaining age 70 1/2 in years prior to
                         1997 may elect to stop distributions and recommence by
                         the April 1 of the calendar year following the year in
                         which the Participant retires.

                  (v)    Designated Beneficiary. Designated Beneficiary means
                         any individual designated as a Beneficiary by the
                         Participant.

                  (vi)   Treatment of Payments to Children. Under regulations
                         prescribed by the Secretary of the Treasury, any amount
                         paid to a child shall be treated as if it had been paid
                         to the surviving spouse if such amount will become
                         payable to the surviving spouse upon such child
                         reaching majority (or such other designated event
                         permitted under regulations).

                  (vii)  Spouse, Trust for Benefit of Spouse, or Estate As
                         Beneficiary. If distribution prior to a Participant's
                         death has not commenced or has commenced as installment
                         payments from the Trust Fund and if the Participant
                         designates his spouse, a trust for the benefit of his
                         spouse, or his estate as his Beneficiary, the
                         provisions of this subsection shall apply, subject to
                         the limitations in this Section 7.5:

                          (A)  Spouse As Beneficiary. If a Participant
                               designates his spouse as his Beneficiary, upon
                               the death of the Participant the spouse shall
                               elect (1) to receive the entire Account of the
                               Participant in a lump sum distribution, or (2) to
                               receive payment of the Account in installments as
                               provided in Section 7.5(vii)(E) of this Plan. In
                               the absence of an election by the spouse, the
                               Participant's Account shall be distributed to the
                               spouse in a lump sum within a period of time that
                               satisfies the requirements of this section.
                               Notwithstanding any other provisions of this
                               Plan, the spouse at any time may direct the
                               Trustee to distribute all or any part of the
                               Account to the spouse, or may request that the
                               Trustee segregate the Account from the remainder
                               of the Trust Fund and invest it in the manner
                               that the spouse specifies. The Trustee, in its
                               sole discretion, shall determine on a
                               nondiscriminatory basis whether to permit such
                               segregation.

                          (B)  QTIP Trust As Beneficiary. If a Participant
                               designates as his Beneficiary a qualified
                               terminable interest property "QTIP" trust for the
                               benefit of his spouse, upon the death of the
                               Participant the Trustee of the QTIP trust shall
                               elect for the QTIP trust (1) to receive the
                               entire Account of the Participant in a lump sum
                               distribution, or (2) to receive payment of the
                               Account in installments as provided in Section
                               7.5(vii)(E) of this Plan. In the absence of an
                               election by the QTIP Trustee, the Participant's
                               Account shall be distributed to the QTIP trust in
                               a lump sum within a period of time that satisfies
                               the requirements of this Section 7.5.
                               Notwithstanding any other provisions of this
                               Plan, the spouse at any time may direct the
                               Trustee to distribute all or any part


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                               of the Account to the QTIP trust, or may request
                               that the Trustee segregate the Account from the
                               remainder of the Trust Fund and invest it in the
                               manner that the QTIP Trustee specifies. The
                               Trustee, in its sole discretion, shall determine
                               on a nondiscriminatory basis whether to permit
                               such segregation.

                         (C)   General Power of Appointment Trust As
                               Beneficiary. If the Participant designates as his
                               Beneficiary a trust over which his spouse has a
                               general power of appointment, upon the death of
                               the Participant the spouse shall elect (1) for
                               such trust to receive the entire Account of the
                               Participant in a lump sum distribution, or (2)
                               for such trust to receive payment of the Account
                               in installments as provided in Section
                               7.5(vii)(E) of this Plan. In the absence of an
                               election by the spouse, the Participant's Account
                               shall be distributed to such trust in a lump sum
                               within a period of time that satisfies the
                               requirements of this section. Notwithstanding any
                               other provisions of this Plan, the spouse at any
                               time may direct the Trustee to distribute all or
                               any part of the Account to the general power of
                               appointment trust, or may request that the
                               Trustee segregate the Account from the remainder
                               of the Trust Fund and invest it in the manner
                               that the spouse specifies. The Trustee, in its
                               sole discretion, shall determine on a
                               nondiscriminatory basis whether to permit such
                               segregation.

                         (D)   Estate As Beneficiary. If the Participant
                               designates his estate as his Beneficiary with a
                               specific bequest of his income in respect of
                               decedent to his spouse, upon the death of the
                               Participant the personal representative of the
                               Participant (or the successor of the personal
                               representative) shall elect (1) to receive the
                               entire Account of the Participant in a lump sum
                               distribution, or (2) for the spouse to receive
                               payment of the Account in installments as
                               provided in Section 7.5(vii)(E) of this Plan. In
                               the absence of an election by the personal
                               representative (or his successor), the
                               Participant's Account shall be distributed to the
                               personal representative (or his successor) in a
                               lump sum within a time period that satisfies the
                               requirements of this section. Notwithstanding any
                               other provisions of this Plan, the personal
                               representative (or his successor) at any time may
                               direct the Trustee to distribute all or any part
                               of the Account, or may request that the Trustee
                               segregate the Account from the remainder of the
                               Trust Fund and invest it in the manner that the
                               personal representative (or his successor)
                               specifies. The Trustee, in its sole discretion,
                               shall determine on a nondiscriminatory basis
                               whether to permit such segregation.

                         (E)   Installment Distributions. If installment
                               payments of the Participant's Account are elected
                               under this section, the person making the
                               election shall specify the amount of the payments
                               and when they shall be made, provided that
                               payment must be made no less frequently than
                               annually. The total installment payments each
                               year shall equal the greater of (1) all income
                               from the Account, or (2) the minimum permissible
                               annual


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                               payment under this Section 7.5, and shall be
                               limited as provided under Section 7.2(c) of this
                               Plan. If a spouse elects installment payments,
                               such spouse shall determine who shall receive the
                               amounts, if any, payable under such installment
                               election after such spouse's death.

    Section 7.6 Withdrawals. (a) Employer Contributions. Upon completing the
requirements for early retirement provided in Section 6.1 of this Plan, a
Participant may elect to retire for purposes of this Plan and may request
withdrawal from the Trust Fund of all or any portion of his Account attributable
to Employer contributions valued as of the most recent preceding Valuation Date.
If a Participant does make such a withdrawal, he shall not be eligible to
participate in the Plan again and he shall forfeit all income which otherwise
would have been credited to his Account on the last day of the year in which he
makes a withdrawal of Employer contributions. His Account shall be credited or
charged with any realized or unrealized gains or losses on such date as though
no such withdrawal had occurred.

            (b) Voluntary Contributions. At any time a Participant may request
withdrawal of all or any part of his Account attributable to voluntary
contributions. A Participant desiring such a withdrawal shall file a written
request with the Plan Committee at least two weeks before the date on which
withdrawal is to be made. The Participant shall specify the date of withdrawal
in his request which date shall be the end of a calendar quarter and that date
shall be the withdrawal date for all purposes of this Plan whether or not he
actually receives his distribution on that date. The Plan Committee then shall
direct the Trustee to distribute the amount requested to the Participant. The
Trustee shall distribute the withdrawn contributions as soon as reasonably
possible after the withdrawal date. A Participant who makes withdrawal of any
portion of his Account under this Section 7.6(b) may not contribute to the Trust
Fund under Section 4.1 of this Plan until the first calendar quarter commencing
six months after withdrawal is made. Any expenses attributable to any withdrawal
under this Section 7.6(b) shall be charged to the Account of the Participant
requesting the withdrawal. Vested benefits under the Plan may not be forfeited
because a Participant withdraws his voluntary contributions.

            (c) Salary Reductions and Rollover Contributions. A Participant may
withdraw his elective deferral contributions to this Plan (but excluding any
earnings, losses, and changes in fair market value of such contributions in the
case of a hardship withdrawal), as reflected in his Account attributable to
elective deferrals, upon either completing the requirements for early retirement
under Section 6.1 of this Plan or upon serious financial hardship, as defined
below. A Participant may withdraw any Rollover contributions made under Section
4.7 (including any earnings, losses, and changes in fair market value of such
rollover contributions) upon serious financial hardship, as defined below. A
Participant desiring such a withdrawal shall make his request in such form and
manner as the Plan Committee shall prescribe from time to time. If a Participant
makes a withdrawal upon eligibility for early retirement, he shall not be
eligible to participate in the Plan again and shall forfeit all income which
otherwise would have been credited to his Account on the last day of the year in
which he makes withdrawal. A hardship distribution cannot exceed the amount
required to meet the immediate financial need and cannot be reasonably available
to the Participant from other resources. If the Plan Committee determines in
accordance with a uniform and nondiscriminatory policy that serious financial
hardship exists, it may direct the Trustee to distribute the amount requested to
the Participant. Any expenses attributable to the hardship withdrawal shall be
charged to the Account of the Participant requesting the withdrawal. For the
purposes of this Section, a serious financial hardship is defined as an
immediate and heavy financial need of the Participant when such


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Participant lacks other available resources. The following are the only
financial needs considered immediate and heavy:

      (i)   Deductible medical expenses (within the meaning of Code Section
            213(d)) of the Participant, the Participant's spouse, children, or
            dependents;

     (ii)   The purchase (excluding mortgage payments) of a principal residence
            for the Participant;

    (iii)   Payment of tuition, and related expenses, for the next twelve months
            of post-secondary education for the Participant, the Participant's
            spouse, children, or dependents;

     (iv)   The need to prevent the eviction of the Participant from, or a
            foreclosure on the mortgage of, the Participant's principal
            residence;

      (v)   Funeral expenses of a family member of the Participant; or

     (vi)   Any other reason deemed to be an immediate and heavy financial need
            by the Secretary of Treasury.

In the case of hardship withdrawal of elective deferrals, a distribution will be
considered as necessary to satisfy an immediate and heavy financial need of the
Participant only if (A) the Participant has obtained all distributions, other
than hardship distributions, and all nontaxable loans available under all Plans
maintained by the Company; (B) in the case of hardship withdrawal of elective
deferrals, all Plans maintained by the Company provide that the Participant's
elective deferrals and Participant contributions will be suspended for twelve
months after the receipt of the hardship distribution; (C) the distribution is
not in excess of the amount necessary to satisfy the immediate and heavy
financial need; and (D) all plans maintained by the Company provide that the
Participant may not make elective deferrals for the Participant's taxable year
immediately following the taxable year of the hardship distribution in excess of
the applicable limit under Code Section 402(g) for such taxable year less the
amount of such Participant's elective deferrals for the taxable year of the
hardship distribution.

Any hardship withdrawal under this section may be made only in a cash lump sum.

            (d) Rollover Contributions. A Participant may withdraw all or any
portion of his or her rollover contributions made to this Plan under section 4.7
upon a serious financial hardship, as defined in section 7.6(c) above; provided,
however, that the Participant's contributions to this Plan will not be suspended
as a result of the hardship withdrawal of the Participant's rollover
contributions and the Participant need not exhaust all other resources prior to
obtaining a hardship withdrawal of such rollover contributions. Any hardship
withdrawal under this section may be made only in a cash lump sum.

    Section 7.7 Put Option. If Qualifying Employer Securities distributed, as
part of the balance to the credit of the Participant distributed within one
taxable year, are not readily tradable on an established market, the Participant
receiving such Qualifying Employer Securities has a right to require the
Employer to repurchase such Qualifying Employer Securities at fair market value.
The put option period shall extend for 60 days after the date of distribution
and, if not exercised during that time period shall extend for an additional 60
day period in the following Plan Year (to


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the extent provided in Treasury regulations). Payments for the Qualifying
Employer Securities must be made in substantially equal period payments over a
period not exceeding five years and must commence within 30 days after the
exercise of the "put option". Adequate security shall be provided and reasonable
interest shall be paid on unpaid amounts. Qualifying Employer Securities shall
be readily tradable on an established market if they are (i) listed on a
national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, (ii) quoted on a system sponsored by a national securities
association registered under Section 15A(b) of the Securities Exchange Act,
including the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ"), or (iii) traded on any over the counter market by
brokers or dealers who make the market using "pink sheets" published by the
National Quotation Bureau, Inc.

    Section 7.8 Loans to Participants. (a) Uniform Non-Discriminatory Policy.
The Committee may establish a uniform and nondiscriminatory policy under which
it may direct the Trustee to make a loan to a Participant who makes a written
request for such a loan. In no event may all loans from all qualified plans of
the Company to an individual Participant exceed the lesser of (i) the greater of
$10,000 or one-half the present value of the Participant's nonforfeitable
accrued benefit under all such plans; or (ii) $50,000 reduced by the excess (if
any) of the highest outstanding balance of loans from all such plans during the
one year period ending on the day before the date on which such loan was made
over the outstanding balance of loans from all such plans on the date on which
such loan was made.

            (b) Collateral Terms. All loans shall be secured adequately by
collateral which collateral may (in the Plan Committee's discretion) include up
to 50% of the Participant's vested Account, shall be considered investments of
the Plan and Trust, and shall bear a rate of interest considered reasonable on
the date on which the loan was made. Except to the extent it is used to acquire
any dwelling unit that within a reasonable time is to be used (determined at the
time the loan is made) as a principal residence of the Participant, any such
loan shall be repaid within or upon the earlier of the date prescribed by the
Plan Committee, or five years after the loan is made. To the extent that any
loan is used to acquire the principal residence of the Participant, such loan
shall be repaid within a reasonable period of time as determined by the
Committee. Substantially level amortization of the loan (with payments at least
quarterly) shall be made over the term of the loan. If a Participant does not
repay such loan within the time prescribed, then in addition to enforcing
payment through any legal remedy, the Plan Committee may instruct the Trustee to
deduct the total amount of the loan and any unpaid interest due on it from such
Participant's Account, but no foreclosure of the Participant's Account may occur
prior to the Account being distributable under this Article. In its discretion
the Plan Committee may require the Participant to repay the loan by payroll
deduction. Loans may not be made to shareholder-Employees or to owner-Employees.
For purposes of this requirement, a shareholder-Employee means an Employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 319(a)(1)) on any day
during the taxable year of such corporation, more than five percent of the
outstanding stock of the corporation. An owner-Employee means an Employee who
owns the entire interest of an unincorporated trade or business or is a partner
owning more than 10 percent of the capital interest or profits in such
partnership.

    Section 7.9 Other Restrictions on Withdrawals. Notwithstanding other
provisions of this Plan and in particular Article VII of this Plan, the
following will apply to all transactions involving Qualifying Employer
Securities or Accounts which are the subject of this Plan:


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      (i)   Six Month Limitation on Further Purchases. An officer or director
            Participant making a withdrawal under this Plan must cease further
            purchases of Qualifying Employer Securities in the Plan for six
            months, or the Qualifying Employer Securities so distributed must be
            held by that Participant six months prior to disposition; provided
            that extraordinary distributions of all of the Qualifying Employer
            Securities held by the Plan and distributions in connection with
            death, retirement, disability, Termination of Employment, or a
            qualified domestic relations order as defined by the Code or Title I
            of the Employee Retirement Income Security Act, or the rules under
            those acts, are not subject to this requirement; and

     (ii)   Six Month Limitation on Further Participation. An officer or
            director Participant who ceases participation in the Plan may not
            participate in the Plan again for at least six months.



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                                  ARTICLE VIII

                              FIDUCIARY OBLIGATIONS

    Section 8.1 General Fiduciary Duties. A Fiduciary shall discharge his duties
under the Plan solely in the interest of the Participants and the beneficiaries
and for the exclusive purpose of providing benefits to Participants and to their
beneficiaries and defraying reasonable expenses of administering the Plan. All
fiduciaries shall act with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. Except as authorized by regulations of the
Secretary of Labor, no Fiduciary may maintain the indicia of ownership of any
assets of the Plan outside the jurisdiction of the district courts of the United
States. A Fiduciary shall act in accordance with the documents and instruments
governing the Plan to the extent such documents and instruments are consistent
with the requirements of law.

    Section 8.2 Allocation of Fiduciary Responsibility. A Named Fiduciary may
designate persons other than named fiduciaries to carry out Fiduciary
responsibilities (other than Trustee responsibilities) under the Plan.

    Section 8.3 Liability of Fiduciaries. (a) Extent of Liability. A Fiduciary
who breaches any of the responsibilities, obligations, or duties imposed upon
him by this Plan or by the requirements of law shall be personally liable only
(i) to make good to the Plan any losses resulting from his breach, (ii) to
restore to the Plan any profits the Fiduciary has made through the use of Plan
assets for his personal Account, and (iii) to pay those penalties prescribed by
law arising from his breach. A Fiduciary shall be subject to such other
equitable or remedial relief as a court of law may deem appropriate, including
removal of the Fiduciary. A Fiduciary also may be removed for a violation of
Section 8.8 of this Plan (prohibition against certain persons holding certain
positions). No Fiduciary shall be liable with respect to the breach of a
Fiduciary duty if such breach was committed before he became a Fiduciary or
after he ceased to be a Fiduciary.

            (b) Liability of Fiduciary for Breach by Co-Fiduciary. A Fiduciary
shall be liable for a breach of Fiduciary responsibility of another Fiduciary of
this Plan, only if he (i) participates knowingly in, or knowingly undertakes to
conceal, an act or omission of the other Fiduciary, and knows such act or
omission by the other Fiduciary is a breach of the other Fiduciary's duties,
(ii) enables another Fiduciary to commit a breach, by his failure to comply with
Section 8.1 of this Plan in the administration of the specific responsibilities
which give rise to his status as a Fiduciary, or (iii) has knowledge of a breach
of another Fiduciary and does not make reasonable efforts under the
circumstances to remedy the breach.

            (c) Liability for Improper Delegation of Fiduciary Responsibility. A
Named Fiduciary who allocates any of his Fiduciary responsibilities to any
person or designates any person to carry out any of his Fiduciary
responsibilities shall be liable for the act or omission of such person in
carrying out the responsibility only to the extent that the Named Fiduciary
fails to satisfy his general Fiduciary duties of Section 8.1 of this Plan with
respect to the allocation or designation, with respect to the establishment or
implementation of the procedure by which he allocates the responsibilities, or
in continuing the allocation or designation. Nothing in this Section 8.3(c)
shall prevent a Named Fiduciary from being liable if he otherwise would be
liable for an act or omission under Section 8.3 of this Plan.


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            (d) Fiduciary to whom Responsibilities are Allocated. Any person who
has been designated to carry out Fiduciary responsibilities under Section 8.2 of
this Plan shall be liable for such responsibilities under this section to the
same extent as any Named Fiduciary.

            (e) Liability Insurance and Indemnification. Nothing in this Plan
shall preclude a Fiduciary from purchasing insurance to cover liability from and
for his own account. The Company may purchase insurance to cover potential
liability of those persons who serve in a Fiduciary capacity with regard to the
Plan or may indemnify a Fiduciary against liability and expenses reasonably
incurred by him in connection with any action to which such Fiduciary may be
made a party by reason of his being or having been a Fiduciary.

    Section 8.4 Prohibited Transactions. No Fiduciary shall cause the Plan to
engage in a transaction if the Fiduciary knows or should know that the
transaction constitutes a prohibited transaction under law. No disqualified
person under law (other than a Fiduciary acting only as such) shall engage in a
prohibited transaction as prescribed by law.

    Section 8.5 Receipts of Benefits by Fiduciaries. Nothing shall prohibit any
Fiduciary from receiving any benefit to which he may be entitled as a
Participant or Beneficiary in the Plan, if such benefit is computed and paid on
a basis which is consistent with the terms of the Plan applied to all other
Participants and beneficiaries. The determination of any matters affecting the
payment of benefits to any Fiduciary other than the Plan Committee shall be
determined by the Plan Committee. If the Plan Committee is an individual, the
determination of any matters affecting the payment of benefits to the Plan
Committee shall be made by a temporary Plan Committee who shall be appointed by
the Board of Directors for such purpose. If the Plan Committee is a group of
individuals, the determination of any matters affecting the payment of benefits
to any individual Plan Committee member shall be made by the remaining Plan
Committee members without the vote of such individual Plan Committee member. If
the remaining Plan Committee members are unable to agree on any matter affecting
the payment of such benefits, the Board of Directors shall appoint a temporary
Plan Committee to decide the matter.

    Section 8.6 Compensation and Expenses of Fiduciaries. (a) General Rules. A
Fiduciary shall be entitled to receive any reasonable Compensation for services
rendered or for the reimbursement of expenses properly and actually incurred in
the performance of his duties under the Plan. However, no Fiduciary who already
receives full-time pay from an Employer shall receive Compensation from the
Plan, except for reimbursement of expenses properly and actually incurred. All
Compensation and expenses shall be paid by the Plan, unless the Company, in its
discretion, elects to pay all or any part of such Compensation and expenses.

            (b) Compensation of Plan Committee and Plan Administration. A Plan
Administrator who is not a full-time Employee of an Employer shall be entitled
to such reasonable Compensation as the Plan Committee and Plan Administrator
mutually shall determine. A Plan Committee member who is not a full-time
Employee of an Employer shall be entitled to such reasonable Compensation as the
Company and the Plan Committee mutually shall determine. Any expenses properly
and actually incurred by the Plan Committee or the Plan Administrator due to a
request by a Participant shall be charged to the Account of the Participant on
whose behalf such expenses are incurred.


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            (c) Compensation of Trustee. A Trustee who is not a full-time
Employee of an Employer shall be entitled to such reasonable Compensation for
its services as the Plan Committee and the Trustee mutually shall determine.

            (d) Compensation of Persons Retained or Employed by Named Fiduciary.
The Compensation of all agents, counsel, or other persons retained or employed
by a Named Fiduciary shall be determined by the Named Fiduciary employing such
person, with the Plan Committee's approval, provided that a person who is a
full-time Employee of an Employer shall receive no Compensation from the Plan.

    Section 8.7 Service by Fiduciaries and Disqualified Persons. Nothing in this
Plan shall prohibit anyone from serving as a Fiduciary in addition to being an
officer, Employee, agent, or other representative of a disqualified person as
defined in the Code.

    Section 8.8 Prohibition Against Certain Persons Holding Certain Positions.
No person who has been convicted of a felony shall be permitted to serve as an
administrator, Fiduciary, officer, Trustee, custodian, counsel, agent, or
Employee of this Plan, or as a consultant to this Plan, unless permitted under
law. The Plan Committee shall ascertain to the extent practical that no
violation of this section occurs. In any event, no person knowingly shall permit
any other person to serve in any capacity which would violate this section.


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                                   ARTICLE IX

                      PLAN ADMINISTRATOR AND PLAN COMMITTEE

    Section 9.1 Appointment of Plan Administrator and Plan Committee. The Board
of Directors by resolution shall appoint a Plan Administrator and Plan
Committee, both of whom shall hold office until resignation, death, or removal
by the Board of Directors. If the Board of Directors fails to appoint the Plan
Committee or Plan Administrator, or both, the Board of Directors shall be the
Plan Committee, the Plan Administrator, or both. Any person may serve in more
than one Fiduciary capacity, including service as Plan Administrator and Plan
Committee member. Any group of persons appointed by the Board of Directors may
serve in the capacity of Plan Committee, Plan Administrator, or both.

    Section 9.2 Organization and Operation of Offices of Plan Administrator and
Plan Committee. The Plan Administrator and Plan Committee may adopt such
procedures as each deems desirable for the conduct of their respective affairs
and may appoint or employ a secretary or other agents, any of whom may be, but
need not be, an officer or Employee of the Company or an Associated Company. Any
agent may be removed at any time by the person appointing or employing him.

    Section 9.3 Information To Be Made Available to Plan Committee and Plan
Administrator. To enable the Plan Committee and the Plan Administrator to
perform all of their respective duties under the Plan, each Employer shall
provide the Plan Committee and the Plan Administrator with access to the
following information for each Employee: (i) name and address; (ii) social
security number; (iii) birthdate; (iv) dates of commencement and Termination of
Employment; (v) reason for termination of employment; (vi) hours worked during
each year; (vii) annual Compensation; (viii) Employer contributions; and (ix)
such other information as the Plan Committee or the Plan Administrator may
require. To the extent the information is available in Employer records, an
Employer shall provide the Plan Committee and Plan Administrator with access to
information relating to each Employee's contributions, benefits received under
the Plan, and marital status. If such information is not available from the
Employer records, the Plan Committee shall obtain such information from the
Participants. The Plan Committee, the Plan Administrator and the Employer may
rely on and shall not be liable because of any information which an Employee
provides, either directly or indirectly. As soon as possible following any
Participant's death, Total Disability, retirement, or other Termination of
Employment, his Employer shall certify in writing to the Plan Committee and Plan
Administrator such Participant's name and the date and reason for his
Termination of Employment.

    Section 9.4 Resignation and Removal of Plan Administrator or Plan Committee
Member; Appointment of Successors. Any Plan Administrator or Plan Committee
member may resign at any time by giving written notice to the Board of
Directors, effective as stated in such notice, otherwise upon receipt of such
notice. At any time the Plan Administrator or any Plan Committee member may be
removed by the Board of Directors without cause. As soon as practical, following
the death, resignation, or removal of any Plan Administrator or Plan Committee
member, the Board of Directors shall appoint a successor by resolution. Written
notice of the appointment of a successor Plan Administrator or successor Plan
Committee member shall be given by the Company to the Trustee. Until receipt by
the Trustee of such written notice, the Trustee shall not be charged with
knowledge or notice of such change.


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    Section 9.5 Duties and Powers of Plan Administrator, Reporting and
Disclosure. (a) General Requirements. The Plan Administrator shall be
responsible for all applicable reporting and disclosure requirements of law. The
Plan Administrator shall prepare, file with the Secretary of Labor, the
Secretary of the Treasury, or the Pension Benefit Guaranty Corporation, when
applicable, and furnish to Participants and beneficiaries, when applicable, the
following: (i) summary plan description; (ii) description of modifications and
changes; (iii) annual report; (iv) terminal and supplementary reports; (v)
registration statement; and (vi) any other return, report, or document required
by law.

            (b) Statement of Benefits Accrued and Vested. The Plan Administrator
is to furnish any Plan Participant or Beneficiary who so requests in writing, a
statement indicating, on the basis of the latest available information, the
total benefits accrued and the vested benefits, if any, which have accrued, or
the earliest date on which benefits will become vested. The Plan Administrator
shall furnish a written statement to any Participant who terminates employment
during the Plan Year and is entitled to a deferred vested benefit under the Plan
as of the end of the Plan Year, if no retirement benefits have been paid with
respect to such Participant during the Plan Year. The statement shall be an
individual statement and shall contain the information required in the annual
registration statement which the Plan Administrator is required to file with the
Secretary of the Treasury. The Plan Administrator shall furnish the individual
statement to the Participant before the expiration of the time prescribed for
filing the annual registration statement with the Secretary of the Treasury.

            (c) Inspection of Documents. The Plan Administrator is to make
available for inspection copies of the Plan description and the latest annual
report and the agreements under which the Plan was established or is operated.
Such documents shall be available for examination by any Participant or
Beneficiary in the principal office of the Plan Administrator and in such other
places as may be necessary to make available all pertinent information to all
Participants. Upon written request by any Participant or Beneficiary, the Plan
Administrator is to furnish a copy of the last updated summary Plan description,
Plan description, and the latest annual report, any terminal report, and any
agreements under which the Plan is established or operated. In addition, the
Plan Administrator is to comply with every other requirement imposed on him by
law.

            (d) Employment of Advisers and Persons To Carry Out
Responsibilities. The Plan Administrator may appoint one or more persons to
render advice with regard to any responsibility the Plan Administrator has under
the Plan and may employ one or more persons (other than a Named Fiduciary) to
carry out any of his responsibilities under the Plan.

            (e) Notice of Eligibility for Direct Rollover Distribution. The Plan
Administrator shall provide a written explanation to the recipient of any
eligible rollover distribution that income taxes will not be withheld on the
distribution to the extent such distribution is transferred in an eligible
rollover distribution to an eligible retirement plan.

    Section 9.6 Duties and Powers of Plan Committee - In General. The Plan
Committee shall decide, in its sole and absolute discretion, all questions
arising in the administration, interpretation, and application of the Plan and
Trust, including all questions relating to eligibility, vesting, and
distribution, except as may be reserved under this Plan to the Company, its
Board of Directors or any Associated Company. The Plan Committee may designate
any person (other than the Plan Administrator or Trustee) to carry out any of
the Plan Committee's Fiduciary


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responsibilities under the Plan (other than a Trustee Responsibility) and may
appoint one or more persons to render advice with regard to any responsibility
the Plan Committee has under the Plan. The Plan Committee from time to time
shall direct the Trustee concerning the payments to be made out of the Trust
Fund pursuant to this Plan. All notices, directions, information, and other
communications from the Plan Committee shall be in writing.

    Section 9.7 Duties and Powers of Plan Committee - Keeping of Records. The
Plan Committee shall keep a record of all the Plan Committee's proceedings and
shall keep all such books of Account, records, and other data as may be
necessary or advisable in its judgment for the administration of this Plan and
Trust, including records to reflect the affairs of this Plan, to determine the
amount of vested and/or forfeitable interests of the respective Participants in
the Trust Fund, and to determine the amount of all benefits payable under this
Plan. The Plan Committee shall maintain separate Accounts for each Participant
as provided under Section 5.1 of this Plan. Subject to the requirements of law,
any person dealing with the Plan Committee may rely on, and shall incur no
liability in relying on, a certificate or memorandum in writing signed by the
Plan Committee as evidence of any action taken or resolution adopted by the Plan
Committee.

    Section 9.8 Duties and Powers of Plan Committee - Claims Procedure. (a)
Filing and Initial Determination of Claim. Any Participant, Beneficiary or his
duly authorized representative may file a claim for a Plan benefit to which the
claimant believes that he is entitled. Such a claim must be in writing and
delivered to the Plan Committee in person or by certified mail, postage prepaid.
Within 90 days after receipt of such claim, the Plan Committee shall send to the
claimant by certified mail, postage prepaid, notice of the granting or denying,
in whole or in part, of such claim unless special circumstances require an
extension of time for processing the claim. In no event may the extension exceed
90 days from the end of the initial period. If such extension is necessary the
claimant will receive a written notice to this effect prior to the expiration of
the initial 90-day period. The Plan Committee shall have full discretion
pursuant to the Plan to deny or grant a claim in whole or in part. If notice of
the denial of a claim is not furnished in accordance with this Section 9.8(a),
the claim shall be deemed denied and the claimant shall be permitted to exercise
his right of review pursuant to Section 9.8(c) and (d) of this Plan.

            (b) Duty of Plan Committee Upon Denial of Claim. The Plan Committee
shall provide to every claimant who is denied a claim for benefits written
notice setting forth in a manner calculated to be understood by the claimant:
(i) the specific reason or reasons for the denial; (ii) specific reference to
pertinent Plan provisions on which the denial is based; (iii) a description of
any additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material is necessary; and (iv) an
explanation of the Plan's claim review procedure.

            (c) Request for Review of Claim Denial. Within 60 days after receipt
by the claimant of written notification of the denial in whole or in part of his
claim, the claimant or his duly authorized representative, upon written
application to the Plan Committee in person or by certified mail, postage
prepaid, may request a review of such denial, may review pertinent documents and
may submit issues and comments in writing. Upon its receipt of the request for
review, the Plan Committee shall notify the Board of Directors of the request.

            (d) Claims Reviewer. Upon its receipt of notice of a request for
review, the Board of Directors shall appoint a person other than a Plan
Committee member to be the claims reviewer.


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The Plan Committee shall deliver to the claims reviewer all documents submitted
by the claimant and all other documents pertinent to the review. The claims
reviewer shall make a prompt decision on the review. The decision on review
shall be written in a manner calculated to be understood by the claimant, and
shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based. The decision on review
shall be made not later than 60 days after the Plan Committee's receipt of a
request for a review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered not later than 120
days after receipt of a request for review. If such extension is necessary the
claimant shall be given written notice of the extension prior to the expiration
of the initial 60-day period. If notice of the decision on review is not
furnished in accordance with this Section 9.8(d), the claim shall be deemed
denied and the claimant shall be permitted to exercise his right to legal remedy
pursuant to Section 9.8(e) of this Plan.

            (e) Legal Remedy. After exhaustion of the claims procedure as
provided under this Plan, nothing shall prevent any person from pursuing any
other legal remedy.

    Section 9.9 Duties and Powers of Plan Committee - Funding Policy. The policy
of each Employer is that this Plan shall be funded with Employer contributions
and Participant contributions. The Plan Committee shall determine the Plan's
short-run and long-run financial needs and regularly communicate these
requirements to the appropriate persons. The Plan Committee will determine
whether the Plan has a short-run need for liquidity, (e.g., to pay benefits) or
whether the liquidity is a long-run goal and investment growth is a more current
need. The Plan Committee shall communicate such information to the Trustee so
that investment policy can be coordinated appropriately with Plan needs.

    Section 9.10 Duties and Powers of Plan Committee - Bonding of Fiduciaries
and Plan Officials. The Plan Committee shall procure bonds for every Fiduciary
of the Plan and every Plan official, if he handles funds of the Plan, in an
amount not less than 10% of the amount of funds handled and in no event less
than $1,000, except the Plan Committee shall not be required to procure such
bonds if: (i) the person is excepted from the bonding requirement by law; or
(ii) the Secretary of Labor exempts the Plan from the bonding requirements. The
bonds shall conform to the requirements of law.

    Section 9.11 Duties and Powers of Plan Committee - Qualified Domestic
Relations Orders. (a) Establish Procedures. Effective as of January 1, 1985, the
Plan Committee shall establish reasonable procedures for determining the
qualification status of a domestic relations order. Such procedures: (i) shall
be in writing; (ii) shall provide to each person specified in a domestic
relations order as entitled to payment of Plan benefits notification of such
procedures promptly upon receipt by the Plan of the order; and (iii) shall
permit an alternate payee to designate a representative for receipt of copies of
notices that are sent to the alternate payee.

            (b) Determination of Plan Committee. Within a reasonable period of
time after receipt of such order, the Plan Committee shall determine whether
such order is a qualified domestic relations order and notify the Participant
and each alternate payee of such determination. During any period in which the
issue of whether a qualified domestic relations order is a qualified domestic
relations order is being determined, the Plan Committee shall segregate in a
separate Account the amounts which would have been payable to the alternate
payee during such period if the order had been determined to be a qualified
domestic relations order. If, within 18 months the order is determined not to be
a qualified domestic relations order


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<PAGE>
or the issue as to whether such order is a qualified domestic relations order is
not resolved, then the Plan Committee shall pay under the terms of the Plan the
segregated amounts to the person or persons who would have been entitled to such
amounts if there had been no order. If a Fiduciary acts in accordance with the
fiduciary responsibility provisions of ERISA, then the Plan's obligation to the
Participant and each alternate payee shall be discharge to the extent of any
payment made.

    Section 9.12 Advice to Designated Fiduciaries. Any Fiduciary designated by
the Plan Committee or Plan Administrator may appoint with the consent of the
Plan Committee or Plan Administrator, respectively, one or more persons to
render advice with regard to any responsibility such designated Fiduciary has
under the Plan.


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<PAGE>
                                    ARTICLE X

                        POWERS AND DUTIES OF THE TRUSTEE


    Section 10.1 Investment of Trust Fund. (a) Duties of Trustee. The duty of
the Trustee is to hold in trust the funds it receives. Subject to the direction
of the Plan Committee, the Trustee shall have exclusively authority and
discretion to manage and control the assets of the Plan and to manage, invest,
and reinvest the Trust Fund and the income from it under this article, without
distinction between principal and income, and shall be responsible only for such
sums that it actually receives as Trustee. The Trustee shall have no duty to
collect any sums from the Plan Committee. The Plan Committee will have the duty
to direct the Trustee with respect to the investment of the Trust Fund, subject
to the Participants' direction of investment under Section 10.1(d).
Notwithstanding any other provision of the Plan, the Trustee shall have no
responsibility to select the investment options offered to Participants under
Section 10.1(d) nor shall the Trustee have any discretion with respect to the
investment of Trust Fund assets.

            (b) Powers of Trustee. The Trustee shall have the power to apply the
funds it receives to purchase shares of Qualifying Employer Securities, and the
Trustee may invest in Qualifying Employer Securities, up to 100% of the value of
Plan assets, without regard to the diversification requirement or the prudence
requirement to the extent it requires diversification. Purchases of stock may be
made by the Trustee in the open market or by private purchase, or, if available,
from the Company, or as the Trustee may determine in its sole discretion,
provided only that no private purchase or purchase from the Company may be made
at a price greater than the current market price for Qualifying Employer
Securities on the day of such purchase. The Trustee also may purchase stock from
Participants who receive distributions from this Trust, provided that all such
purchases shall be made at the current market price on the day of such purchase.
The Trustee also shall have the power to invest and/or reinvest any and all
money or property of any description at any time held by it and constituting a
part of the Trust Fund, without previous application to, or subsequent
ratification of, any court, tribunal, or commission, or any federal or state
governmental agency and may invest in real property and all interest in real
property, in bonds, notes, debentures, mortgages, commercial paper, preferred
stocks, common stocks, or other securities, rights, obligations, or property,
real or personal, including shares or certificates of participation issued by
regulated investment companies or regulated investment trusts, shares or units
of participation in qualified common trust funds, in qualified pooled funds, or
in pooled investment funds of an insurance Company qualified to do business in
the state. If the Trustee is a bank or similar financial institution supervised
by the United States or a state, it may invest Plan assets in its own deposits
(savings Accounts and certificates of deposit) if such deposits bear a
reasonable rate of interest.

            (c) Diversification and Prudence Requirements. Except to the extent
the Trustee invests in the Qualifying Employer Securities, the Trustee shall
diversify the investments of the Plan to minimize the risk of large losses,
unless under the circumstances it is clearly prudent not to do so. The Trustee
shall act with the care, skill, prudence, and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims.


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<PAGE>
            (d)   Participant's Right to Designate Investments.

            (i) General Rules. Each Participant shall have the right to
designate the investment of his Account attributable to elective deferral
contributions, voluntary contributions, and rollover contributions and transfers
made to the Plan, as provided below.

            (ii) Investments as of December 31, 1994, to be Invested by Trustee,
at the direction of the Plan Committee. All Accounts as of December 31, 1994, or
such later date as determined by the Plan Committee, will remain subject to
investment by the Trustee as directed by the Plan Committee, including
investment of up to 100% of such Accounts in Qualifying Employer Securities.

            (iii) Procedure for Designation. Any designation or changes in
designation of the investment of a Participant's Account attributable to
elective deferrals or voluntary contributions shall be made in writing on forms
provided by the Plan Committee and submitted to the Plan Committee or the
Trustee, as determined by the Plan Committee, at such times as the Plan
Committee shall provide.

            (iv) Investment Categories. The Plan Committee shall offer a broad
range of investment categories, as selected by the Plan Committee from time to
time, which categories shall include fixed income obligations of a secure
nature, such as savings accounts, certificates of deposit, and fixed income
government and corporate obligations. The investment categories also may include
Qualifying Employer Securities, other common stocks, real property, notes,
mortgages, commercial paper, preferred stocks, mutual funds, or other
securities, rights, obligations, or property, real or personal, including shares
or certificates of participation issued by regulated investment trusts and
shares or units of participation in qualified common Trust Funds or pooled
funds.

            (v) Absence of Investment Designation. In the absence of any written
designation of investment for the Participant's elective deferrals or voluntary
contributions, the Trustee shall invest all funds received on Account of any
Participant in such category or categories as the Plan Committee may designate
from time to time.

            (vi) Irrevocability of Investment Designation. Once a Participant
has designated the investment of his Account attributable to elective deferrals
or voluntary contributions into Qualifying Employer Securities, such Accounts
will thereafter remain invested in Qualifying Employer Securities. A
Participant's rollover contributions and transfer contributions, if any, may be
invested in Qualifying Employer Securities and such investments may be changed
quarterly in the same manner as investments other than Qualifying Employer
Securities are changed under the Plan.

            (vii) Sole and Exclusive Power of Participants. The right to
designate investment categories under this Section 10.1 shall be the sole and
exclusive investment power granted to Participants. Neither the Trustee nor the
Plan Committee shall be liable for any loss which results from the Participant
exercising such control under this Section 10.1.

            (viii) Expenses. Any expense incurred by the Trustee or the Plan
Committee will be charged directly against the value of the Account of the
Participant on whose behalf such expense


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<PAGE>
is incurred. The Trustee or the Plan Committee may allocate expenses to
individual Accounts or commingled Accounts on a nondiscriminatory basis.

            (ix) Special 1997 Participant Election Regarding Qualifying Employer
Securities: Effective from January 27, 1997, until August 31, 1997, and only in
connection with the public offering of common stock of General Communication,
Inc. that occurs during 1997 (the "1997 Public Offering"), each Participant will
be permitted to make a one-time election to sell up to 50% of the Qualifying
Employer Securities held in such Participant's Account (including but not
limited to the Participant's elective deferral account and Company contributions
account). The election to sell such Qualifying Employer Securities shall be made
pursuant to procedures promulgated by the Committee, which will be applied in a
uniform and nondiscriminatory manner. The sale price for such Qualifying
Employer Securities will be that price at which such common stock is offered to
the general public during the 1997 Public Offering. The proceeds from the sale
of such Qualifying Employer Securities thereafter may be invested as directed by
the Participant pursuant to the provisions of this Section 10.1, disregarding
Section 10.1(ii) to the extent applicable to the Participant's special one-time
election. Participant Accounts (including proceeds from the 1997 Public
Offering) invested in Qualifying Employer Securities after the 1997 Public
Offering will remain subject to the prohibition against later sales provided in
Section 10.1(vi).

    Section 10.2 Administrative Powers of the Trustee. Subject to the
requirements imposed by law, the Trustee shall have all powers necessary or
advisable to carry out the provisions of this Plan and Trust and all inherent,
implied, and statutory powers not or subsequently provided by law, including
specifically the power to do any of the following:

      (i)   To cause any securities or other property to be registered and held
            in its name as Trustee, or in the name of one or more of its
            nominees, without disclosing the Fiduciary capacity, or to keep the
            same in unregistered form payable to bearer;

     (ii)   To sell, grant options to sell, exchange, pledge, encumber,
            mortgage, deed in trust, or use any other form of hypothecation, or
            otherwise dispose of the whole or any part of the Trust Fund on such
            terms and for such property or cash, in part cash and credit, as it
            may deem best; to retain, hold, maintain, or continue any securities
            or investments which it may hold as part of the Trust Fund for such
            length of time as it may deem advisable; and generally, in all
            respects, to do all things and exercise each and every right, power,
            and privilege in connection with and in relation to the Trust Fund
            as could be done, exercised, or executed by an individual holding
            and owning such property in absolute and unconditional ownership;

    (iii)   To abandon, compromise, contest, and arbitrate claims and demands;
            to institute, compromise, and defend actions at law (but without
            obligation to do so); in connection with such powers, to employ
            counsel as the Trustee shall deem advisable and as approved by the
            Plan Committee; and to exercise such powers all at the risk and
            expense of the Trust Fund;

     (iv)   To borrow money for this trust upon such terms and conditions as the
            Trustee shall deem advisable, and to secure the repayment of such by
            the mortgage or pledge of any assets of the Trust Fund, provided
            that the Trustee may not borrow money to purchase Qualifying
            Employer Securities;


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      (v)   To vote in person or by proxy any shares of stock or rights held in
            the Trust Fund as directed by the Plan Committee; to participate in
            and to exchange securities or other property in reorganization,
            liquidation, or dissolutions of any corporation, the securities of
            which are held in the Trust Fund; and

     (vi)   To any amount due on any loan or advance made to the Trust Fund, to
            charge against and pay from the Trust Fund all taxes of any nature
            levied, assessed, or imposed upon the Trust Fund, and to pay all
            reasonable expenses and attorney fees necessarily incurred by the
            Trustee and approved by the Plan Committee with respect to any of
            the foregoing matters.

    Section 10.3 Advice of Counsel. The Trustee may consult with legal counsel,
who may be counsel for the Company or any Associated Company, or Trustee's own
counsel, with respect to the meaning or construction of the Plan and Trust or
Trustee's obligations or duties. The Trustee shall be protected from any
responsibility with respect to any action taken or omitted by it in good faith
pursuant to the advice of such counsel, to the extent permitted by law.

    Section 10.4 Records and Accounts of the Trustee. The Trustee shall keep all
such records and Accounts which may be necessary in the administration and
conduct of this trust. The Trustee's records and Accounts shall be open to
inspection by the Company, any Associated Company, the Plan Committee, and the
Plan Administrator, at all reasonable times during business hours. All income,
profits, recoveries, contributions, forfeitures, and any and all moneys,
securities, and properties of any kind at any time received or held by the
Trustee shall be held for investment purposes as a commingled Trust Fund.
Separate Accounts or records may be maintained for operational and accounting
purposes, but no such Account or record shall be considered as segregating any
funds or property from any other funds or property contained in the commingled
fund, except as otherwise provided. After the close of each year of the trust,
the Trustee shall render to the Company and the Plan Committee a statement of
assets and liabilities of the Trust Fund for such year.

    Section 10.5 Appointment, Resignation, Removal, and Substitution of Trustee.
The Board of Directors by resolution shall appoint a Trustee or Trustees, each
of which shall hold office until resignation or removal by the Board of
Directors. The Trustee may resign at any time upon 30 days' written notice to
the Company. The Trustee may be removed at any time by the Company upon written
notice to the Trustee with or without cause. Upon resignation or removal of the
Trustee, the Company, by action of its Board of Directors, shall appoint a
successor Trustee which shall have the same powers and duties as are conferred
upon the Trustee appointed under this Plan. The resigning or removed Trustee
shall deliver to its successor Trustee all property of the Trust Fund, less a
reasonable amount necessary to provide for its Compensation, expenses, and any
taxes or advances chargeable or payable out of the Trust Fund. If the Trustee is
an individual, death shall be treated as a resignation, effective immediately.
If any corporate Trustee at any time shall be merged, or consolidated with, or
shall sell or transfer substantially all of its assets and business to another
corporation, whether state or federal, or shall be reorganized or reincorporated
in any manner, then the resulting or acquiring corporation shall be substituted
for such corporate Trustee without the execution of any instrument and without
any action upon the part of the Company, any Participant or Beneficiary, or any
other person having or claiming to have an interest in the Trust Fund or under
the Plan.


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    Section 10.6 Appointment of Trustee, Acceptance in Writing. The Trustee
shall accept its appointment as soon as practical by executing this Plan or by
delivering a signed document to the Company, a copy of which shall be sent to
the Plan Committee by the Trustee. The Board of Directors shall appoint a new
Trustee if the Trustee fails to accept its appointment in writing.

    Section 10.7 Vote of Qualifying Employer Securities Held in Trust. If the
Employer securities of the Company are not publicly traded and if more than 10%
of the total Plan assets are securities of the Company, then for voting
purposes, each Participant shall be credited with his pro rata portion
(including fractional shares) of the Qualifying Employer Securities allocated to
his Account which are not encumbered. Each Participant shall be entitled to vote
the pro rata portion of Qualifying Employer Securities allocable to him under
this Section 10.7. Unreleased Qualifying Employer Securities shall be voted by
the Trustee. The Plan Committee shall certify to the Employer the number of
shares to be voted by each Participant if an event occurs which requires a vote
of such shares. To the extent the Participants do not vote Qualifying Employer
Securities under this Section 10.7, the Plan Committee shall vote such
Qualifying Employer Securities. If the Employer securities of the Company are
publicly traded or if the Employer securities of the Company are not publicly
traded but not more than 10% of the total Plan assets are securities of the
Company, then the participants shall not be entitled to vote the pro rata
portion of Qualifying Employer Securities allocable to them under this Section
10.7 and the Plan Committee shall vote all Qualifying Employer Securities held
in the Trust.


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<PAGE>
                                   ARTICLE XI

            CONTINUANCE, TERMINATION, AND AMENDMENT OF PLAN AND TRUST

    Section 11.1 Termination of Plan. The expectation of each Employer is to
continue this Plan indefinitely, but the continuance of the Plan is not assumed
as a contractual obligation by the Employer and the right is reserved to each
Employer, by action of its Board of Directors, to terminate this Plan in whole
or in part at any time. The termination of the Plan by an Employer in no event
shall have the effect of revesting any part of the Trust Fund in the Employer.
The Plan created by execution of this Plan with respect to any Employer shall be
terminated automatically in the event of the dissolution, consolidation or
merger of such Employer or the sale by such Employer of substantially all of its
assets, if the resulting successor corporation or business entity shall fail to
adopt the Plan and Trust under Section 11.3 of this Plan. If this Plan is
disqualified, the Board of Directors of the Company, in its discretion, may
terminate this Plan.

    Section 11.2 Termination of Trust. The Trust created by execution of this
Plan shall continue in full force and effect for such time as may be necessary
to accomplish the purposes for which it is created, unless sooner terminated and
discontinued by the Board of Directors. Notice of such termination shall be
given to the Trustee by the Plan Committee in the form of an instrument in
writing executed by the Company pursuant to the action of its Board of
Directors, together with a certified copy of the resolution of the Board of
Directors to that effect. In its discretion the Plan Committee may receive a
favorable determination letter from the Internal Revenue Service stating that
the prior qualified status of the Plan has not been affected by such
termination. Such termination shall take effect as of the date of the delivery
of the notice of termination and favorable determination letter, if obtained, to
the Trustee. The Plan Administrator shall file such terminal reports as are
required in Article IX of this Plan.

    Section 11.3 Continuance of Plan and Trust by Successor Business. With the
approval of the Company, a successor business may continue this Plan and Trust
by proper action of the proprietor or partners, if not a corporation, and, if a
corporation, by resolution of its Board of Directors, and by executing a proper
supplemental agreement to this Plan and Trust with the Trustee. Within 90 days
from the Effective Date of such dissolution, consolidation, merger, or sale of
assets of an Employer, if such successor business does not adopt and continue
this Plan and Trust, this Plan shall be terminated automatically as of the end
of such 90-day period.

    Section 11.4 Merger, Consolidation, or Transfer of Assets or Liabilities of
the Plan. The Board of Directors may merge or consolidate this Plan with any
other plan or may transfer the assets or liabilities of the Plan to any other
plan if each Participant in the Plan (if the Plan then terminated) would receive
a benefit immediately after the merger, consolidation, or transfer which is
equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan then had
terminated). If any merger, consolidation, or transfer of assets or liabilities
occurs, the Plan Administrator shall file such reports as required in Article IX
of this Plan.

    Section 11.5 Distribution of Trust Fund on Termination of Trust. If the
trust is terminated under this Article XI, the Trustee shall determine the value
of the Trust Fund and of the respective interest of the Participants and
beneficiaries under Article V of this Plan as of the business day next following
the date of such termination. The value of the Account of each respective
Participant or Beneficiary in the Trust Fund shall be vested in its entirety as
of the date


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of the termination of the Plan. The Trustee then shall transfer to each
Participant or Beneficiary the net balance of the Participant's Account unless
the Plan Committee directs the Trustee to retain the assets and pay them under
the terms of this Plan as if no termination had occurred.

    Section 11.6 Amendments to Plan and Trust. At any time the Company may amend
this Plan and Trust by action of its Board of Directors, provided that no
amendment shall cause the Trust Fund to be diverted to purposes other than for
the exclusive benefit of the Participants and their beneficiaries. No amendment
shall decrease the vested interest of any Participant nor shall any amendment
increase the contribution of any Employer or Participant in the Plan. If an
amended vesting schedule is adopted, any Participant who has five or more years
of service at the later of the date the amendment is adopted or becomes
effective and who is disadvantaged by the amendment, may elect to remain under
the Plan's prior vesting schedule. Such election must be made within a period
established by the Plan Committee, in accordance with applicable regulations,
and on a form provided by and delivered to the Plan Committee. No amendment to
the Plan (including a change in the actuarial basis for determining optional
benefits) shall be effective to the extent that it has the effect of decreasing
a Participant's accrued benefit. For purposes of this Section 11.6, a Plan
amendment that has the effect of (i) eliminating or reducing an early retirement
benefit or a retirement-type subsidy, or (ii) eliminating an optional form of
benefit, with respect to benefits attributable to service before the amendment,
will be treated as reducing accrued benefits. No amendment shall discriminate in
favor of Employees who are officer, shareholders, or Highly Compensated
Employees. Notwithstanding anything in this Plan and Trust to the contrary, the
Plan and Trust may be amended at any time to conform to the provisions and
requirements of federal and state law with respect to employees' trusts or any
amendments to such laws or regulations or rulings issued pursuant to them. No
such amendment shall be considered prejudicial to the interest of any
Participant or Beneficiary under this Plan.


RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 57
January 01, 2000
<PAGE>
                                   ARTICLE XII

                                  MISCELLANEOUS

    Section 12.1 Benefits To Be Provided Solely from the Trust Fund. All
benefits payable under this Plan shall be paid or provided solely from the Trust
Fund, and no Employer assumes liability or responsibility for payment of
benefits.

    Section 12.2 Notices from Participants To Be Filed with Plan Committee.
Whenever provision is made in the Plan that a Participant may exercise any
option or election or designate any Beneficiary, the action of each Participant
shall be evidenced by a written notice signed by the Participant and delivered
to the Plan Committee in person or by certified mail. If a form is furnished by
the Plan Committee for such purpose, a Participant shall give written notice of
his exercise of any option or election or of his designation of any Beneficiary
on the form provided for such purpose. Written notice shall not be effective
until received by the Plan Committee.

    Section 12.3 Text To Control. The headings of articles and sections are
included solely for convenience of reference. If any conflict between any
heading and the text of this Plan and Trust exists, the text shall control.

    Section 12.4 Severability. If any provision of this Plan and Trust is
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions. On the contrary, such remaining provisions
shall be fully severable, and this Plan and Trust shall be construed and
enforced as if such illegal or invalid provisions never had been inserted in
this Plan.

    Section 12.5 Jurisdiction. This Plan shall be construed and administered
under the laws of the State of Alaska when the laws of that jurisdiction are not
in conflict with federal substantive law.

    Section 12.6 Plan for Exclusive Benefit of Participants; Reversion
Prohibited. This Plan and Trust has been established for the exclusive benefit
of the Participants and their beneficiaries. Under no circumstances shall any
funds contributed to or held by the Trustee at any time revert to or be used by
or enjoyed by an Employer except to the extent permitted by Article IV of this
Plan.

    Section 12.7 Transferability Restriction. A derivative security issued under
the Plan, including but not limited to Class B common stock of the Company, is
not transferable by the Participant other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act or the
rules under those acts. The designation of a beneficiary by an officer,
director, or other Participant in the Plan does not constitute a transfer under
the Plan.


RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 58
January 01, 2000
<PAGE>
                                                                  EXHIBIT 4.3.12


                            CERTIFICATE OF SECRETARY

         I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.12A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its meeting held on June 25, 1998.

         Executed this 31st day of August, 2000 at Anchorage, Alaska.



                                                    GENERAL COMMUNICATION, INC.



                                                    By:      /S/
                                                       John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 31st day of August, 2000.



                                                             /S/
                                                    Notary Public in and for
                                                    Alaska
                                                    My Commission Expires:


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 14
<PAGE>
                                                                 EXHIBIT 4.3.12A

              EXCERPT FROM MINUTES OF MEETING OF BOARD OF DIRECTORS
                OF "GENERAL COMMUNICATION, INC. ON JUNE 25, 1998

                  ...John Lowber proposed that two additional amendments be made
                  to the Employee Stock Purchase Plan. After discussion, the
                  Board adopted the following resolution(s):

                  Whereas: A. The Company entered into and executed the Revised
                  Qualified Employee Stock Purchase Plan of General
                  Communication, Inc. (the "Plan") effective January 1, 1989,
                  and

                  B. Section 11.6 of the Plan provides in part as follows: "At
                  any time the Company may amend this plan of action of its
                  board of directors..." and

                  C.  The Company now desires to amend the Plan;

                  Now Therefore, the Company does amend the Plan as follows:

                  1. A new sentence is added to the end of Section 7.6(c) to
                  read as follows:

                  Any hardship withdrawal under this section may be made only in
                  a cash lump sum.

                  2. A new section 7.6(d) hereby is added to the Plan to read in
                  its entirety as follows:

                  7.6(d) Rollover Contributions. A participant may withdraw all
                  or any portion of his or her rollover contributions made to
                  this Plan under section 4.7 upon a serious financial hardship,
                  as defined in section 7.6(c) above; provided, however that the
                  Participant's contributions to this Plan will not be suspended
                  as a result of the hardship withdrawal of the Participant's
                  rollover contributions and the Participant need not exhaust
                  all other resources prior to obtaining a hardship withdrawal
                  of such rollover contributions. Any hardship withdrawal under
                  this section may be made only in a cash lump sum.


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 15
<PAGE>
                                                                  EXHIBIT 4.3.14


                            CERTIFICATE OF SECRETARY

         I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.14A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its teleconference meeting held on May 10, 2000.

         Executed this 31st day of August, 2000 at Anchorage, Alaska.



                                                    GENERAL COMMUNICATION, INC.



                                                    By:      /S/
                                                       John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 31st day of August, 2000.



                                                             /S/
                                                    Notary Public in and for
                                                    Alaska
                                                    My Commission Expires:


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 16
<PAGE>
                                                                 EXHIBIT 4.3.14A

                                BOARD RESOLUTION



         RESOLVED, that the Board of Directors of General Communication, Inc.
("Company") hereby approves increasing the allocation of additional shares to
the Company's Qualified Employee Stock Purchase Plan ("Plan") as follows ("Plan
Stock"): Class A -- 2,500,000 shares;

         RESOLVED FURTHER, that the Board approves filing a registration
statement pursuant to the federal Securities Act of 1933, as amended
("Securities Act") and, in particular, in the format of Form S-8, where such
registration statement will pertain specifically to the registration of the
offer of the Plan Stock and such Plan Stock will be offered or acquired through
the Plan, as amended on this date; and

         RESOLVED FURTHER, that the president and other officers of the Company
are directed to take such steps as are necessary to register the offer of the
Plan Stock and otherwise to be in compliance with the Securities Act and other
securities laws.


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 17
<PAGE>
                                                                   EXHIBIT 4.4.2

                         QUESTIONS AND ANSWERS ABOUT THE
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                         OF GENERAL COMMUNICATION, INC.


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 18
<PAGE>
                         QUESTIONS AND ANSWERS ABOUT THE
                    QUALIFIED EMPLOYEE STOCK PURCHASE PLAN OF
                           GENERAL COMMUNICATION, INC.
                      Amended and Restated January 1, 2000

Introduction

General Communication, Inc. ("Company") maintains the Qualified Employee Stock
Purchase Plan ("Plan") for the exclusive benefit of its employees and the
employees of its subsidiaries and their subsidiaries. The Company has prepared a
Prospectus to apprise participants or prospective participants (individually
referred to as "Participant") as to the material terms of the Plan and the offer
of stock through it. A copy of the Prospectus is available to each Participant
or prospective Participant from the Plan Administrator. Each Participant should
read the Prospectus before participating in the Plan. To acquaint Participants
with the Plan, the following questions and answers summarize several of its
major provisions. The offer of shares of Company stock allocated under the Plan
has been registered pursuant to the federal Securities Act of 1933, as amended,
and other information regarding the Plan and the Company is available through
the Plan Administrator, Securities and Exchange Commission, or through the
Company.

If the Participant finds that not every question concerning the Plan is
answered, the Plan, including the trust established through it ("Agreement"), is
available for Participant examination at the office of the Plan Administrator.
If there is a discrepancy between the provisions of the Plan and this document,
the actual text of the Plan governs all matters.

This Plan contains provisions which allow a Participant to enter into an
agreement with the Company to reduce the Participant's salary in order to
contribute to the Plan. This agreement is commonly known as a "401(k)
arrangement." For tax purposes, the program is called a "Salary Reduction." A
Participant may wish to contact his or her tax advisor for further details.

1.       What is the purpose of the Plan?

The purpose of the Plan is to provide eligible employees with a voluntary and
convenient means for regular and systematic savings and purchases of Company
common stock. The Plan is designed to enable the Participants to acquire a
proprietary interest in the Company and to provide benefits upon retirement.


           -----------------------------------------------------------
                  "This Document entitled Questions and Answers
            About the Revised Qualified Employee Stock Purchase Plan
              of General Communication, Inc. constitutes part of a
            Prospectus covering securities that have been registered
                       under the Securities Act of 1933."
           -----------------------------------------------------------

January 1, 2000                                                            - 1 -
<PAGE>
2.       What is the history of the Plan?

The Plan became effective on January 1, 1987, and has been amended several
times. This summary reflects the Plan as of January 1, 2000. The Company has
made contributions that match a Participant's Salary Reductions and Nonqualified
Voluntary Contributions of up to 10% of Participants' gross salary since the
Plan's inception. The Company has purchased or otherwise issued Company stock
with the employer matching contributions made on behalf of Participants in the
Plan. Currently, all Company matching contributions are being used to purchase
Company common stock.

3.       Who is eligible to participate?

Any employee of the Company or its affiliates (other than an independent
contractor or union employee covered by a collective bargaining agreement if
retirement benefits are the subject of good faith bargaining) who has completed
one year of service with the Company is eligible to become a Participant in the
Plan. A "year of service" for eligibility purposes means a 12-consecutive month
period in which a Participant is credited with 1,000 or more hours of service.
The 12-month period is measured from the day the Participant begins work to the
anniversary of that date. A Participant may enter the Plan at the next quarterly
entry date after completing 1,000 hours of service in a year. Years of service
also may include service with certain companies that are acquired by the Company
or its affiliates, or for certain employees who previously performed services
for the Company under a management or outsourcing contract. Please see the Plan
Administrator if you have questions about these special rules.

If, on the first year anniversary date, a Participant does not meet the minimum
requirements to be eligible to participate in the Plan, upon the second year
anniversary date and each subsequent anniversary date, the Company will again
review its records during the last twelve months to redetermine a Participant's
eligibility. If at that time the Participant is found to be eligible,
participation may begin on the next quarterly entry date (January 1, April 1,
July 1 or October 1).

For example, if an employee was hired on January 11, 2000, and is credited with
800 hours of service in the first year of employment (January 11, 2000, to
January 10, 2001), that employee is not eligible to become a Participant in the
Plan after the first year of employment. However, if that employee was credited
with 1,000 hours of service in the next year (January 11, 2001, to January 10,
2002) that employee may become a Participant on the next entry date of the Plan
(April 1, 2002).

An employee will be credited with one "hour of service" for each hour for which
the employee is paid by the Company. This includes working and nonworking hours
for which an employee is paid, including overtime, vacation, and sick leave. No
more than 501 hours will be credited to any employee on account of a single
continuous period during which the employee performs no duties.


January 1, 2000                        -2-
<PAGE>
4.       How does one become a Participant?

Once an employee has completed one year of service with the Company (including
the 1,000 hour requirement described above), that employee may become a
Participant by filing with the Plan Administrator an Employee Stock Purchase
Plan Enrollment Form on which consent is given to make contributions to the Plan
by payroll deductions (Salary Reduction) or Nonqualified Voluntary
Contributions. The enrollment form is enclosed in the packet provided to all
newly eligible Participants. Additional forms are available from the Plan
Administrator and will become effective on the calendar quarters beginning
January 1, April 1, July 1, or October 1 immediately following the date on which
the form is returned to the Plan Administrator. Eligible employees who elect not
to participate must complete the waiver of participation section of the
enrollment form and return that form to the Plan Administrator. Failure to
complete and return the Employee Stock Purchase Plan Enrollment Form will be
considered an election not be become a Participant. An eligible employee may
revoke his or her decision not to participate and become a Participant on any
subsequent January 1, April 1, July 1, or October 1 as long as the employee
still meets eligibility requirements on that subsequent entry date. A
Participant must file the Employee Stock Purchase Plan Enrollment Form at least
two weeks prior to the subsequent January 1, April 1, July 1, or October 1
selected to enroll.

5.       How is the Plan administered?

The Plan is administered jointly by a Plan Committee and a Plan Administrator
appointed by the Board of Directors of the Company. The Plan Committee is made
up of members that represent management and non-management personnel. The Plan
Committee assumes the major responsibilities for the interpretation of the Plan.
The Plan Administrator is responsible for the day-to-day operation of the Plan
and also for reporting and disclosure requirements of federal and state law. Any
questions or comments concerning policy issues regarding the Plan should be
directed to the Plan Administrator.

The Board of Directors of the Company serves as the Trustee of the Plan. The
stock of the Company and other assets, if any, of the Plan resulting from
Company and Participant contributions are administered by the Trustee.

6.       What is the fiscal year of the Plan?

The fiscal year of the Plan (the "Plan Year") begins on January 1 and ends on
December 31. The records of the Plan including the trust formed under the
Agreement are maintained on such fiscal year.


January 1, 2000                        -3-
<PAGE>
7.       How are contributions to the Plan made?

The Company and participating eligible employees make contributions to the Plan.
Participant contributions to the Plan will fall under two different categories:
(1) Salary Reductions and (2) Nonqualified Voluntary Contributions.

In addition, the Company may make matching contributions, as described in
Question 9, based on the Salary Reduction and/or the Nonqualified Voluntary
Contributions that Participants make to the Plan.

         (1) Salary Reductions: Under this category, an eligible employee elects
         to reduce his or her taxable compensation by a percentage of his or her
         gross compensation, not to exceed the lesser of (a)10 percent of the
         employee's compensation for each payroll period or (b) an amount
         specified by the Internal Revenue Service and which may vary from year
         to year (which for 2000 is $10,500).

         Salary Reduction contributions will not be subject to federal income
         tax in the year earned but will be taxed when they are distributed from
         the Plan. Salary Reduction contributions will remain subject to FICA
         (Social Security tax). Earnings on Salary Reduction contributions will
         be taxed when they are distributed to the Participant.

         Changes can be made in the amount of Salary Reductions for a
         Participant without penalty. A Change Request Form must be submitted to
         the Plan Administrator at least two weeks prior to the calendar quarter
         that the change is to become effective. Under this category, Salary
         Reductions through payroll are the only means for making Participant
         contributions. Participant Salary Reduction contributions cannot be
         made or changed retroactively.

         The Plan Administrator will limit the Salary Reduction portion of a
         Participant's account to the maximum allowable amount specified above
         (which for 2000 is the lesser of $10,500 or 10 percent of your gross
         compensation per year).

         (2) Nonqualified Voluntary Contributions: Under this category, each
         Participant may contribute to the Plan for each Plan year during which
         he or she is a Participant a percentage of his or her gross
         compensation as a Nonqualified Voluntary Contribution, provided that
         such amount will not exceed 10 percent of his or her compensation for
         each payroll period.

         Nonqualified Voluntary Contributions will be taxed as "ordinary income"
         in the year in which the Participant makes the contribution; however,
         the earnings on the contribution will not be taxed until they are
         distributed at some later date. Therefore, a Participant can accumulate
         some tax deferred income, and will receive the Nonqualified Voluntary
         Contributions back tax free at the time of distribution.


January 1, 2000                        -4-
<PAGE>
         Systematic contributions must be made by payroll deductions. All
         Nonqualified Voluntary Contributions for the Plan Year will be made
         during the Plan Year.

         (3) Limits on Annual Additions: The overall limit on annual additions
         to a Participant's account in the Plan is the lesser of 25 percent of
         the Participant's gross compensation or $30,000. Annual additions
         include Salary Reduction contributions, Nonqualified Voluntary
         Contributions, Employer Matching Contributions, and forfeitures. The
         Plan Administrator will ensure that the overall limit on contributions
         is observed so as to minimize the necessity of returning funds to a
         Participant.

8.       What is the formula for the Company's contribution?

The Company can may make Employer Matching Contributions each Plan Year. The
annual contribution of the Company will be equal to a stated and
nondiscriminatory percentage of each Participant's contributions (both Salary
Reduction Contributions and Nonqualified Voluntary Contributions) to the Plan.
The amount of the Company matching contribution will depend on how the
Participant elects to invest the Participant's Salary Reduction Contributions
and Nonqualified Voluntary Contributions.

If the Participant elects to invest all of his future Salary Reduction
contributions and Nonqualified Voluntary Contributions into common stock of the
Company, the Company may match up to 100% of the Participant's contributions for
the year. The election to invest Participant contributions in Company stock is
irrevocable so this election must be considered carefully.

If the Participant elects to invest any portion of his Salary Reduction
Contributions or Nonqualified Voluntary Contributions into investments other
than the common stock of the Company, the Company may match up to 50% of the
Participant's contributions for the year.

In any event, the Employer Matching Contribution may not exceed 10 percent of
the Participant's gross salary per payroll period.

Each year, the Board of Directors of the Company will decide by resolution the
percentage to be contributed as an Employer Matching Contribution for such year.


January 1, 2000                        -5-
<PAGE>
9.       What happens to contributions to the Plan?

Your investment election rights are described in Question 8. In any event, the
Company matching contribution may not exceed 10 percent of the Participant's
gross salary per payroll period. Each year, the Board of Directors of the
Company will decide by resolution the percentage to be contributed for such
year. The Plan Committee will maintain an account in a Participant's name
showing the balance of the Participant's share in the Company contributions, the
contributions the Participant makes in each category and the equivalent number
and value of Company stock which is in the Participant's account. The Plan
Committee will distribute, or cause to be distributed, to each Participant at
least annually a written statement setting forth the value of such Participant's
accounts as of the last day of the Plan year, and such other information as the
Plan Committee will determine. Common stock of the Company will be valued at the
mean between dealer "bid" and "ask" closing prices of the stock in the
over-the-counter market as reported by the National Association of Securities
Dealers, Inc., National Quotation Bureau, Inc., the National Association of
Securities Dealers Automated Quotation System, or a market maker in Company
common stock.

All contributions to the Plan are deposited with the Trustee. The Trustee will
invest primarily in the common stock of the Company but may make investments in
other assets such as, but not limited to, certificates of deposit or savings
accounts. Ordinary brokerage house commissions will be considered as part of the
cost of purchase of the stock. At least annually, all deposits with the Trustee
will be valued to determine the appreciation or depreciation (and earnings and
losses) on Plan investments, including Company common stock, any other earnings
of the trust under the Plan, and the value of a Participant's account in the
trust fund under the Plan. The Company stock will be allocated to a
Participant's account no later than on a quarterly basis.

Effective for Participant contributions made after January 1, 1995, Participants
will be given the right to direct how their Participant contributions (Salary
Reduction contributions, Nonqualified Voluntary Contributions, and rollover
contributions) will be invested. The Trustee will offer Participants several
different investment categories and also will offer Participants the election to
invest in Company common stock. If you elect to invest all of your Salary
Reduction contributions and Nonqualified Voluntary Contributions in Company
common stock, the Company's matching contribution for those Participant
contributions may be up to 100% of your contributions. (See Question 8 for more
information about the Company matching contribution.) If you elect to invest
your Salary Reduction contributions and Nonqualified Voluntary Contributions in
Company common stock, those contributions must remain invested in Company common
stock. Of course, you can change your investment election at any time for
rollover contributions or future Salary Reduction contributions and Nonqualified
Voluntary Contributions, but the Company matching contribution for your future
contributions which are not invested in Company common stock will be limited to
50% of your contributions.

If you elect to invest any portion of your Salary Reduction contributions and
Nonqualified Voluntary Contributions in other investment options (other than
Company common stock), the Company's


January 1, 2000                        -6-
<PAGE>
matching contribution for those Participant contributions may be up to 50% of
your contributions. (See Question 8 for more information about the Company
matching contribution.)

10.      What happens to the earnings on contributions?

Any earnings or losses on the Company common stock allocated to each
Participant's account will accrue directly to those shares, as the fair market
value of those shares may fluctuate. Any earnings on assets other than the
Company common stock are divided on a category by category basis among the
Participants based on the ratio of the value of each Participant's account in
that investment category.

11.      How will a Participant's benefits under the Plan be determined?

A Participant will be 100 percent vested in his or her Account at retirement,
the Participant's total disability, or death while employed with the Company. A
Participant is also 100 percent vested in his or her own contributions, i.e.,
Salary Reduction contributions, Nonqualified Voluntary Contributions, and
rollover contributions. That is, a Participant's total interest in his or her
Account will be determined by a Participant's total Account value when it
becomes distributable for one of the above reasons. If a Participant leaves the
Company prior to retirement, death, or total disability, the percentage of a
Participant's share in Company matching contributions that is nonforfeitable
(vested) will be determined by the number of years of service the Participant
has with the Company and any affiliated Company (see Question 13 to see how
these years are calculated), in accordance with the following schedule. Remember
that the vesting schedule is based on a Participant's tenure with the Company,
not the number of years in the Plan.

Years of Service with Company           Percentage of Vesting
-----------------------------           ---------------------
Fewer than 1                                    0
1 or more but fewer than 2                     20
2 or more but fewer than 3                     30
3 or more but fewer than 4                     45
4 or more but fewer than 5                     60
5 or more but fewer than 6                     80
6 or more                                     100

If a Participant terminates employment, the Participant will forfeit the portion
of his or her Account attributable to Company matching contributions which are
not vested, and the forfeited Account will be used to reduce administrative
costs to the Plan or will be allocated as additional Company matching
contributions to the remaining Participants. The Plan Committee will make the
decision regarding the use of forfeitures.


January 1, 2000                        -7-
<PAGE>
12.      How is a year of service determined for vesting?

To determine a Participant's place on the vesting schedule, count one year of
service for a calendar year (January 1 to December 31) in which the Participant
is credited with 1,000 or more hours of service. During any calendar year, a
Participant's hours of service with the Company will be totaled to determine
whether the Participant has completed 1,000 or more hours of service. Hours
completed during a period when the Participant is ineligible for Plan
participation because the Participant is a union employee also will be counted
if the Participant is no longer a union employee. If the Participant is credited
with between 500 and 1,000 hours in any calendar year, the Participant will
receive no vesting credit and the Participant will not be awarded a partial year
of service, which means the Participant will not advance on the vesting schedule
even if the Participant had several calendar years of fewer than 1,000 hours of
service.

         (a)      What is a break in service?

                  Failure to be credited with more than 500 hours in any
                  calendar year is called a "break in service."

         (b)      What is the effect of a break in service?

                  All years of service prior to any period of up to five
                  consecutive 1-year breaks in service generally will be counted
                  in determining who may become a Participant. The percentage of
                  vesting in Company contributions made prior to five or more
                  consecutive 1-year breaks in service will not be increased by
                  service after the break.

         (c)      What happens if a Participant leaves the employ of the Company
                  but later returns to employment?

                  If a Participant terminates employment with the Company while
                  any portion of the Participant's Account under the Plan is
                  forfeitable and receives distribution from the Plan before the
                  close of the second Plan year after termination, the
                  Participant will have the right to repay such distribution and
                  to have his forfeited account restored. Repayment may be made
                  only if the Participant is reemployed by the Company or any
                  associated company prior to the earlier of (i) the date which
                  is five years after the date the Participant is reemployed by
                  the employer or (ii) the date on which the Participant
                  experiences any five consecutive 1-year breaks in service
                  commencing after the distribution. If a Participant returns to
                  the employ of the Company but does not repay the distribution,
                  the Participant will forfeit any amount which was not vested
                  prior to the Participant's termination of employment.
                  Repayment of Salary Reductions is not allowed under this
                  section.


January 1, 2000                        -8-
<PAGE>
13.      What are the rules for Participant withdrawals from the Plan?

A Participant may request withdrawal of his or her Account, subject to the rules
below, attributable to the contributions the Participant has made including any
earnings, losses, and changes in fair market value of such contributions by
providing a written request with the Plan Administrator at least two weeks
before the end of the calendar quarter.

         (1) Salary Reductions: A Participant may withdraw Salary Reduction
         contributions to the Plan upon hardship (as defined below).

                  (a) Early Retirement. The requirements for early retirement
                  are the completion of 10 years of service with the Company
                  and/or affiliated companies and the attainment of age 59 1/2.
                  If a Participant makes a withdrawal upon eligibility for early
                  retirement, the Participant will not be eligible to
                  participate in the Plan again and will forfeit all income
                  which otherwise would have been credited to the Participant's
                  account on the last day of the year in which the Participant
                  makes the withdrawal.

                   (b) Hardship. Serious financial hardship means an immediate
                  and heavy financial need of the Participant. Financial needs
                  that are considered immediate and heavy include certain
                  medical expenses of the Participant and his or her dependents,
                  costs directly related to the purchase of the Participant's
                  principal residence, payment of tuition and related
                  educational fees for the next twelve months of post-secondary
                  education for the Participant and his or her dependents,
                  prevention of the eviction of the Participant or the
                  prevention of the foreclosure on the mortgage of the
                  Participant's principal residence, and funeral expenses for a
                  family member of the Participant. Withdrawal of Salary
                  Reduction Contributions for hardship cannot exceed the amount
                  necessary to meet the financial need and the amount of the
                  financial need cannot be reasonably available from other
                  resources. Other resources that the Participant must exhaust
                  before a hardship withdrawal will be made include loans from
                  commercial sources and from this Plan, insurance
                  reimbursement, reasonable liquidation of the Participant's
                  assets, and cessation of Salary Reduction Contributions. A
                  Participant will not be permitted to make Salary Reduction
                  Contributions to the Plan for twelve months after the receipt
                  of the withdrawn funds and the Participant's Salary Reduction
                  Contributions for the year in which he or she resumes such
                  contributions may not exceed the maximum amount permitted to
                  be contributed for the year less the Salary Reduction
                  Contributions in the year of the withdrawal.

         The only amounts available for hardship withdrawals will be the Salary
         Reduction amounts and rollover contributions in a Participant's
         account. The earnings on the Salary Reduction amounts, Company Matching
         Contributions, and any Nonqualified Voluntary Contribution amounts will
         not be available for hardship withdrawals.


January 1, 2000                        -9-
<PAGE>
         Hardship withdrawals will be distributed only in cash.

         (2) Nonqualified Voluntary Contributions: Withdrawals are permitted on
         a quarterly basis. Requests must be made at least two weeks prior to
         the end of the quarter. The Plan Committee will direct the Trustee to
         distribute the amount requested to the Participant. The Trustee will
         distribute the assets attributable to the withdrawn contributions
         subject to any penalties which may be imposed by virtue of early
         withdrawal (pursuant to Section 7.2 of the Plan) as soon as reasonably
         possible after the withdrawal date. A Participant who makes withdrawal
         of any portion of the Participant's account may not contribute to the
         Plan until the first calendar quarter commencing six months after
         withdrawal is made. Any expenses attributable to any withdrawal will be
         charged to the account of the Participant requesting the withdrawal.
         Vested benefits under the Plan may not be forfeited because a
         Participant withdraws the Participant's voluntary contributions.

         (3) Company Contributions: A Participant's Account attributable to
         Company contributions is distributable only when the Participant
         retires for purposes of this Plan, becomes totally disabled, dies, or
         otherwise terminates employment with the Company in accordance with the
         terms of the Plan. If a Participant is age 59 1/2 with at least ten
         years of service with the Company, the Participant may elect to retire
         for purposes of this Plan and receive distribution of the Participant's
         Company contributions even though the Participant does not terminate
         employment. An election to retire will be filed with the Plan
         Committee. If a Participant elects to retire for purposes of the Plan,
         the Participant will not be eligible for reinstatement in the Plan.

         (4) Rollover Contributions: A Participant may withdraw rollover
         contributions to the Plan upon hardship (as defined in Question
         14(1)(b) above). Withdrawals due to hardship cannot exceed the amount
         necessary to meet the financial need and the amount of the financial
         need cannot be reasonably available from other resources.

         Hardship withdrawals of rollover contributions will be distributed only
         in cash.

          (5) Benefit Commencement Date: A Participant must begin to withdraw
         benefits no later than April 1 of the calendar year following the later
         of (a) the calendar year in which the Participant attains age 70 1/2 or
         (b) the calendar year in which the Participant retires. However, a 5%
         owner of the Company must begin to withdraw benefits no later than
         April 1 of the calendar year following the calendar year in which the
         5% owner attains age 70 1/2.

         (6) Penalty Tax on Early Withdrawals: A 10 percent additional tax will
         be imposed on early withdrawals from the Plan. The tax is 10 percent of
         the taxable amount of the distribution. The following exceptions to
         this rule will apply to distributions made on account of:


January 1, 2000                        -10-
<PAGE>
                  (a)      Death;
                  (b)      Disability;
                  (c)      Payment over life expectancy;
                  (d)      Attainment of age 55 and separation from service;
                  (e)      Payment of certain medical expenses; and
                  (f)      Payment to an alternate payee under a Qualified
                           Domestic Relations Order.

         The penalty tax is due on any portion of the distribution which is to
         be included in ordinary income. Nonqualified Voluntary Contributions
         will have already been taxed and already included in ordinary income;
         therefore these amounts will not subject to the penalty tax on early
         withdrawal.

         (7) Withholding on Distributions Not Rolled Over: For any taxable
         distribution not rolled over in a direct rollover distribution,
         regulations provide that the payor of the distribution must withhold
         20% of the distribution. The maximum amount withheld may not exceed the
         total amount of money and the fair market value of other property
         distributed (excluding employer securities).

         (8) Six Month Limitation on Further Purchases: An officer or director
         Participant making a withdrawal under the Plan must cease further
         purchases In Company securities in the Plan for six months, or the
         securities so distributed must be held by that Participant six months
         prior to disposition. However, extraordinary distributions of all of
         the Company's securities held by the Plan and distributions in
         connection with death, retirement, disability, termination of
         employment, or a qualified domestic relations order as defined by the
         Internal Revenue Code or Title I of the Employee Retirement Income
         Security Act, or the rules under those acts, are not subject to this
         requirement. An officer or director Participant who ceases
         participation in the Plan may not participate in the Plan for at least
         six months.

14.      When do a Participant's accounts become distributable?

A Participant's vested interest in the Plan attributable to the Company
contributions will be retained and kept invested in the trust fund until the
Participant retires, becomes totally disabled, dies, or otherwise terminates
employment with the Company.

15.      What are the benefits payable when benefits become distributable?

Generally, distributions of a Participant's vested Account will be made in cash.
However, at the election of the Participant, the portion of the Participant's
vested Account which is invested in Company common stock will be distributed in
whole shares of Company stock.

If the Participant's vested Account exceeds $5,000, upon the Participant's
written consent, the Participant's total vested Account balance will be
distributed as follows:


January 1, 2000                        -11-
<PAGE>
         (a) Upon retirement, disability, or termination of employment, a
         Participant's Account attributable to Participant contributions, plus
         any earnings thereon, are distributed to the Participant in a lump sum
         if the Participant makes a request for distribution to the Plan
         Committee at least two weeks prior to the end of the six-month period
         ending June 30 or December 31 after the Participant terminates
         employment. Distribution of a Participant's account attributable to
         Participant contributions will be made as soon as possible after the
         close of the six month period.

         (b) If a Participant terminates employment because of retirement or
         total disability, the Participant may receive, commencing not later
         than 60 days after the close of the Plan Year in which the
         Participant's termination of employment occurred, the Participant's
         entire interest in the Plan in either (a) one lump sum or (b) annual
         installments over a 5-year period. If the Participant dies before
         receiving all of the Participant's vested interest, the remaining
         installments will be paid to the Participant's beneficiary.

         (c) If the Participant dies while a Participant, the Participant's
         interest under the Plan will be distributed to the Participant's
         beneficiary as soon as administratively feasible following the
         Participant's death in either (a) a one lump sum or (b) annual
         installments over a 5-year period, as elected by the beneficiary.

          (d) If the Participant terminates employment for any reason other than
         retirement, total disability, or death, the Participant's vested
         interest in the Company's contributions to the Plan will be distributed
         in either (a) a lump sum or (b) annual installments over a 5-year
         period beginning within 60 days after the end of the Plan Year in which
         the Participant terminates employment, or after any later year, as
         elected by the Participant.

         (e) If a Participant satisfies the years of service requirement for
         early retirement age, the Participant's vested interest in the Plan
         will be distributed within 60 days after the end of the Plan Year in
         which the Participant attains early retirement age if that date is
         earlier than the date on which a Participant's vested interest is
         otherwise distributable.

If the Participant's vested Account is less than $5,000, distribution will be
made under the preceding paragraphs without the Participant's consent.

         (a)      What is a Participant's retirement date?

                  A Participant's normal retirement date as a Participant will
                  be the last day of the calendar quarter in which the
                  Participant reaches age 65. Upon application to and approval
                  by the Plan Committee, a Participant may retire for purposes
                  of this Plan any time after age 59 1/2 with ten years of
                  service. Benefits must commence the later of the year
                  following the year in which the Participant attains age 70 1/2
                  or the year the Participant retires.


January 1, 2000                        -12-
<PAGE>
                  Other retirement rules apply to the qualified contribution
                  feature of the Plan. Each employee should consult with his or
                  her tax advisor on the specifics.

         (b)      What is total disability?

                  Total disability means a disability that permanently renders a
                  Participant unable to perform usual duties of employment with
                  the Company, as determined by a physician selected by the Plan
                  Committee, and which results in the Participant's termination
                  of employment with the Company.

16.      May I borrow money from the Plan?

The Committee has established a uniform and nondiscriminatory policy for making
participant loans. Loans are available to all Plan participants if the
participant meets the credit-worthiness and financial need requirements that
would be considered in a normal commercial setting by an entity in the business
of making similar types of loans. All loans under the Plan to any individual
participant may not exceed the lesser of (a) $50,000, reduced by the
Participant's highest outstanding loan balance during the year before the loan
date, or (b) the greater of $10,000 or one-half of the value of the
participant's vested Account balance.

Loans from this Plan are subject to several conditions that you must meet and to
which you must agree. Ask the Plan Administrator for the Participant Loan Policy
form for more information on participant loans.

17.      How does a Participant designate a beneficiary?

A Participant may designate a beneficiary on the Employee Stock Purchase Plan
Enrollment Form which is to be filed with the Plan Administrator. It is
important to keep a current beneficiary designated on the Employee Stock
Purchase Plan Enrollment Form at all times so that this important asset will be
handled according to the Participant's wishes. The form may be changed at any
time. If a Participant fails to designate a beneficiary or if the beneficiary or
beneficiaries that have been designated die before a Participant does, the
Participant's interest in the Plan will be paid to the Participant's surviving
spouse, or if none, the personal representative of the Participant's estate.

If a Participant is married and designates a beneficiary other than his or her
spouse, the spouse must sign a special consent form witnessed by a member of the
Plan Committee or a notary public, in order for benefits to be paid to the other
designated beneficiary. Both the beneficiary form and the special consent form
are available from the Plan Administrator.

18.      What remedy does a Participant have if the Participant's benefits under
         the Plan are denied?

A claim for benefits may be filed with the Plan Administrator by the
Participant, by the Participant's beneficiary or by a duly authorized
representative. The Plan Committee will review the claim and will


January 1, 2000                        -13-
<PAGE>
notify the claimant whether such claim has been granted or denied within 90 days
after receipt of such claim unless special circumstances require an extension of
time for processing the claim. If an extension is required, the claimant will be
notified in writing before expiration of the initial 90-day period. If the claim
is denied, the claimant will receive a written notice explaining the denial in
detail. The claimant may file with the Plan Committee a written request for
review of the claim within 60 days after the Participant is notified of the
denial. When the claimant files a request for review, the Company will appoint a
claims reviewer who will make and explain the reviewer's decision on the claim
to the claimant within 60 days of receipt of the claimant's request unless
special circumstances require an extension of time for processing, in which case
a decision will be made not later than 120 days after receipt of the claimant's
request. If an extension is necessary, the claimant will receive written notice
of the extension prior to the expiration of the 60-day period after the first
denial.

19.      What other rights does a Participant have under the law?

A participant is entitled to certain rights and protections under the Employee
Retirement Income Security Act of 1974 ("ERISA"). ERISA provides that all
Participants will be entitled to:

         (a)      Examine, without charge, at the Plan Administrator's office
                  and at other specified locations, all Plan documents, and
                  copies of all documents filed by the Plan with the U.S.
                  Department of Labor, such as the Plan's annual report and
                  other reports as required under ERISA and Plan descriptions.

         (b)      Obtain copies of all Plan documents and other Plan information
                  upon written request to the Plan Administrator. The
                  Administrator may make a reasonable charge for the copies.

         (c)      Receive a summary of the Plan's annual financial report. The
                  Plan Administrator is required by law to furnish each
                  Participant with a copy of this summary report.

         (d)      Obtain a statement telling the Participant whether the
                  Participant has a right to receive a pension at normal
                  retirement age (age 65) and if so, what the benefits would be
                  at normal retirement age if the Participant stops working
                  under the Plan now. If the Participant does not have a right
                  to a pension, a statement must be requested in writing and is
                  not required to be given more than once a year. The Plan must
                  provide the statement free of charge.

In addition to creating rights for Participants, ERISA imposes duties upon those
persons who are responsible for the operation of the employee benefit plan. The
persons who operate the Plan, called "fiduciaries" of the Plan, have a duty to
do so prudently and in the interest of Participants and beneficiaries. No one,
including the Participant's employer, or any other person, may fire a
Participant or otherwise discriminate against a Participant in any way to
prevent a Participant from obtaining a pension benefit or exercising a
Participant's rights under ERISA.


January 1, 2000                        -14-
<PAGE>
If a Participant's claim for a pension benefit is denied in whole or in part,
the Participant must receive a written explanation of the reason for the denial.
A Participant has the right to have the Plan Committee review and reconsider a
Participant's claim. Under ERISA there are steps a Participant can take to
enforce these rights. For instance, if a Participant requests materials from the
Plan and does not receive them within 30 days, the Participant may file suit in
the federal court. In such a case, the court may require the Plan Administrator
to provide the materials and pay the Participant up to $110 a day until the
Participant receives the materials, unless the materials were not sent because
of reasons beyond the control of the Plan Administrator. If a Participant has a
claim for benefits which is denied or ignored, in whole or in part, the
Participant may file suit in a state or federal court. If it should happen that
the Plan's fiduciaries misuse the Plan's money, or if a Participant is
discriminated against for asserting the Participant's rights, the Participant
may seek assistance from the U.S. Department of Labor, or a Participant may file
suit in a federal court. The court will decide who should pay court costs and
legal fees. If a Participant is successful, the court may order the person the
Participant has sued to pay these costs and fees. If a Participant loses, the
court may order the Participant to pay these costs and fees, for example, if it
finds the Participant's claim is frivolous.

If the Participant has any questions about the Plan, the Participant should
contact the Plan Administrator. If the Participant has any questions about the
Participant's statement or about the Participant's rights under ERISA, the
Participant should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone
directory or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210.

20.      What other provisions are important to a Participant?

         (a)      The Plan has been  designated to allow a Participant, in the
                  discretion of the Plan Committee, to rollover distributions
                  from another qualified retirement plan to this Plan and to
                  rollover a Participant's share in this Plan to another
                  qualified plan. Because the rules concerning such rollover are
                  extremely complex, the Participant must consult directly with
                  the Plan Administrator if the Participant desires to make a
                  rollover contribution to this Plan or any other plan. Any
                  rollover contributions which a Participant makes to this Plan
                  will not be considered as Participant contributions for
                  purposes of matching Company contributions (i.e., ---- the
                  Company will not match rollover contributions). Because of
                  certain Internal Revenue Code prohibitions, a Participant
                  cannot rollover an Individual Retirement Account ("IRA") into
                  this Plan except for certain conduit IRAs that are made up of
                  the proceeds from another qualified pension plan.

         (b)      A Participant cannot assign or encumber any of the benefits
                  which the Participant may expect to receive under the Plan,
                  nor can any of a Participant's share in Company contributions
                  be made subject to the claim of any creditor.


January 1, 2000                        -15-
<PAGE>
          (c)     If the Plan Committee is unable to locate a Participant or the
                  Participant's beneficiary when the Participant's interest
                  under the Plan becomes distributable, a custodial account to
                  hold the Participant's interest will be established until it
                  is claimed or until proof of the Participant's death is
                  received. After a period of time, the Trustee may charge
                  reasonable fees against such inactive accounts which may
                  eventually result in the depletion or total loss of the
                  custodial account. Therefore, when a Participant terminates
                  employment, it is important to keep the Plan Committee
                  informed concerning the Participant's current address.

         (d)      Participation in the Plan does not confer upon a Participant
                  any right of continued employment.

         (e)      The Company expects to continue this Plan indefinitely;
                  however, to protect the Company against unforeseen conditions,
                  the Company reserves the right to reduce contributions or
                  amend or terminate the Plan (by action of the Board of
                  Directors) in whole or in part at any time. If the Plan is
                  terminated, the balance of Participant's account attributable
                  to Company contributions will be 100 percent vested
                  (nonforfeitable).

         (f)      Benefits under this Plan are not insured by the Pension
                  Benefit Guaranty Corporation because the Plan is an individual
                  account plan not covered by the statutory insurance
                  provisions.

         (g)      The Plan may have very substantial tax advantages to an
                  employee as a Participant. A Participant may wish to consult a
                  tax advisor regarding the Plan.

         (h)      A Participant may wish to consult his or her tax advisor as to
                  the IRA rules if the Participant is eligible to actively
                  participate in an employer-sponsored plan.


January 1, 2000                        -16-
<PAGE>
                IMPORTANT NAMES, ADDRESSES AND OTHER INFORMATION

1.       Plan Administrator:  Responsibilities - General day-to-day operations,
         statement of benefits to Participants.
                  ALFRED J. WALKER, Vice-President and Chief Accounting Officer
                  General Communication, Inc.
                  2550 Denali Street, Suite 1000
                  Anchorage, AK  99503
                  Business Phone:  (907) 265-5628

         Contact with regard to: Day-to-day operation of Plan, update on
         Participant contributions.

         Forms to be filed with Plan Administrator: Plan Enrollment Forms,
         Change Requests, Withdrawal Requests.

2.       Plan  Committee:  Responsibilities  -  Interpretation,
         application and  decision-making  responsibilities with regard to
         eligibility, vesting and distribution.

         Names:   Manuel Hernandez          c/o General Communication, Inc.
                  Valerie Longeski          2550 Denali Street, Suite 1000
                  Jimmy Sipes               Anchorage, AK  99503
                  Tami Graff
                  Mark Sorvoja

         Contact with regard to:  Questions of eligibility, vesting and
         distribution.

3.       Trustee:  Responsibility - Administration of Participant contributions.

                           Board of Directors, General Communication, Inc.

4.       Agent for Legal Process:  Board of Directors or Plan Administrator at
         the following address:
                           General Communication, Inc.
                           2550 Denali Street, Suite 1000
                           Anchorage, AK  99503

5.       Companies whose employees are covered by the Plan: General
         Communication,  Inc. and its subsidiaries and their subsidiaries.

6.       Plan Federal ID Number:  92-0072737, Plan 001.

7.       Request for information:  Plan Administrator.


January 1, 2000                        -17-
<PAGE>

                                                                     EXHIBIT 5.4

                       WOHLFORTH, VASSAR, JOHNSON & BRECHT
                           A PROFESSIONAL CORPORATION
JULIUS J. BRECHT                                                     TELEPHONE
CHERYL RAWLS BROOKING                                               907.276.6401
CYNTHIA L. CARTLEDGE
ROBERT M. JOHNSON                ATTORNEYS AT LAW                    FACSIMILE
BRADLEY E. MEYEN                                                   907.276.5093
KENNETH E. VASSAR          900 WEST 5TH AVENUE, SUITE 600
MARSHALL T. WHITE
ERIC E. WOHLFORTH          ANCHORAGE, ALASKA 99501-2048

                                September 1, 2000


Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska  99503

         Re:      Opinion As To Legality of Shares To Be Issued Pursuant To
                  General Communication, Inc. Qualified Employee Stock Purchase
                  Plan;
                  Our File No. 618.0629

Dear Mr. Duncan:

         You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with shares of common stock of
the Company ("Shares") to be allocated and issued in conjunction with the
Company's revised Qualified Employee Stock Purchase Plan ("Plan").

         It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as follows ("Facts"):

         1.       The Plan was adopted by the board of directors of the Company
                  ("Board") by resolution at its December 17, 1986 meeting
                  called and conducted in accordance with the Restated Articles
                  of Incorporation and Bylaws of the Company ("Articles" and
                  "Bylaws", respectively), and the Plan was approved by the
                  Company's then sole shareholder, Western Tele-Communications,
                  Inc., by resolution at the Company's shareholder meeting held
                  on December 17, 1986; and the Plan was later amended by the
                  Board on June 4, 1992 to comply with changes to the federal
                  Rule 16b-3; on March 24, 1993 the Board approved an increased
                  allocation of stock to the Plan in the amount of 700,000
                  shares of Class A common stock and 100,000 shares of Class B

General Communication, Inc.
Registration Statement (S-8)
<PAGE>
     Ronald A. Duncan, President
     General Communication, Inc.
     Re: Opinion As To Legality of Shares To Be Issued
              Pursuant To General Communication, Inc.
              Qualified Employee Stock Purchase Plan
     September 1, 2000
     Page 2

                  common stock, on October 20, 1994 to comply with the Internal
                  Revenue Code of 1986, as amended, and The Plan was amended by
                  the Board to allow participating eligible employees to choose
                  to invest in securities other than the common stock of the
                  Company; on February 9, 1995 the Board approved an increased
                  allocation of stock to the Plan in the amount of 800,000
                  shares of Class A common stock; on September 1, 1995 the Plan
                  was amended by the Board to comply with provisions of the
                  Internal Revenue Code of 1986, as amended, primarily related
                  to investment responsibility and the relationship between the
                  Plan Committee and the Trustee; on June 25, 1998, the Board
                  approved amendments to the Plan dealing with hardship
                  withdrawals and rollover contributions; on October 30, 1998,
                  the Board approved an increased allocation of stock to the
                  Plan in the form of the Shares, i.e., 2,000,000 shares of
                  Class A and 400,000 shares of Class B common stock; and on May
                  10, 2000, the Board approved an increased allocation of stock
                  to the Plan in the form of the Shares, i.e., 2,500,000 shares
                  of Class A common stock;

         2.       The Articles provide that the Company has the power to issue
                  and sell any stock and further expressly provides for the
                  issuance of Class A common stock and Class B common stock;

         3.       The Plan provides for the acquisition of Class A and Class B
                  common stock of the Company by the Plan on behalf of qualified
                  employees, and there are shares available for issuance by the
                  Company under the Plan and pursuant to the Articles;

         4.       The material provisions of the Articles and Bylaws pertaining
                  to the issuance of Class A common stock in effect as of the
                  date of this letter were those in effect as of May 10, 2000;

         5.       The Company was incorporated as an Alaska corporation and
                  received a Certificate of Incorporation dated July 16, 1979
                  from the Alaska Department of Commerce and Economic
                  Development;


General Communication, Inc.
Registration Statement (S-8)
<PAGE>
     Ronald A. Duncan, President
     General Communication, Inc.
     Re: Opinion As To Legality of Shares To Be Issued
              Pursuant To General Communication, Inc.
              Qualified Employee Stock Purchase Plan
     September 1, 2000
     Page 3

         6.       The Company is in good standing with respect to the reporting
                  and corporation tax requirements of the Alaska Corporations
                  Code to which the Company is subject, and the Company is
                  otherwise validly existing as an Alaska corporation pursuant
                  to the laws of the State of Alaska with all requisite powers
                  to own property and to conduct its business in the manner
                  contemplated by the Articles and Bylaws;

         Copies of the Articles and Bylaws, as amended and revised,
respectively, Certificate of Incorporation, as restated, the above referenced
resolutions, and the Plan have been delivered to this firm. We have reviewed
these documents. The Articles provide that the Company is organized for the
purposes of transacting any and all lawful business for which corporations may
be incorporated under the Alaska Corporations Code.

         Based upon the foregoing Facts, we are of the opinion as follows.
Assuming due compliance with applicable federal and state securities laws, (1)
the Shares will, when issued through the Plan, represent newly created and
legally issued, fully paid, and non-assessable shares of Class A common stock in
the Company and (2) each holder of a Share will be entitled to the benefits of a
shareholder pro rata based on ownership of outstanding shares of the respective
class of common stock of the Company.

         This letter must not be quoted or referred to in the Company's
financial statements or provided to persons other than the officers and
directors of the Company without prior consultation with us or our prior written
consent. The firm is aware of the Company's intent to and consents to the use of
this letter as an exhibit in an amendment to Form S-8 registration with the
Securities and Exchange Commission pertaining to the Shares to be allocated to
the Plan.

                                            Sincerely,

                                            WOHLFORTH, VASSAR,
                                            JOHNSON & BRECHT

                                                     /S/

                                            Julius J. Brecht
JJB/neb


General Communication, Inc.
Registration Statement (S-8)
<PAGE>
                                                                    EXHIBIT 23.1





                            CONSENT OF LEGAL COUNSEL





         We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special counsel to
General Communication, Inc. in the preparation of the Prospectus and the
rendering of certain opinions including an opinion as to the legality of the
shares.


                                                     WOHLFORTH, VASSAR, JOHNSON
                                                     & BRECHT,
                                                     A Professional Corporation


                                                              /S/


Anchorage, Alaska

September 1, 2000


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 27
<PAGE>
                                                                    EXHIBIT 23.2





                            CONSENT OF LEGAL COUNSEL





         We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special tax counsel
to General Communication, Inc. in the preparation of the Prospectus.


                                           HARRIS, MERICLE, & WAKAYAMA, P.L.L.C.


                                                /S/

Seattle, Washington

September 1, 2000


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 28
<PAGE>
                                                                    EXHIBIT 23.3






                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
General Communication, Inc.:


We consent to incorporation by reference of our report dated March 10, 2000, on
the consolidated financial statements and schedule of General Communication,
Inc. and subsidiaries as of December 31, 1999 and 1998, and for each of the
years in the three-year period ended December 31, 1999 which appear in the
December 31, 1999 annual report on Form 10-K of General Communication, Inc. and
our report dated June 5, 2000, on the financial statements of the General
Communication, Inc. Qualified Employee Stock Purchase Plan as of December 31,
1999 and 1998, and for each of the years in the three-year period ended December
31, 1999 which appear in the December 31, 1999 annual report on Form 11-K and to
the reference to our firm under the heading "Experts" in the prospectus.

                                            KPMG LLP

                                            /S/

Anchorage, Alaska
September 1, 2000


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 29
<PAGE>
                                                                    EXHIBIT 99.4


                            CERTIFICATE OF SECRETARY

         I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 99.4A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its meeting held on January 22, 1999.

         Executed this 31st day of August, 2000 at Anchorage, Alaska.



                                                    GENERAL COMMUNICATION, INC.



                                                    By:      /S/
                                                       John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 31st day of August, 2000.



                                                             /S/
                                                    Notary Public in and for
                                                    Alaska
                                                    My Commission Expires:


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 30
<PAGE>
                                                                   EXHIBIT 99.4A


                                BOARD RESOLUTION

                  RESOLVED, that the Board of Directors of General
                  Communication, Inc. ("Company") hereby appoints Mark Sorvoja
                  to replace Susan Bowers as a member of the Plan Committee for
                  the Company's Revised Qualified Employee Stock Purchase Plan,
                  effective as of January 22, 1999.


General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 31
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "GENERAL COMMUNICATION, INC. FORM S-8", "secsgml_size_bytes": 303043}]
{"company-data": {"conformed-name": "GENERAL COMMUNICATION INC", "cik": "0000808461", "assigned-sic": "4813", "irs-number": "920072737", "state-of-incorporation": "AK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45054", "film-number": "715681"}, "business-address": {"street1": "2550 DENALI ST STE 1000", "city": "ANCHORAGE", "state": "AK", "zip": "99503", "phone": "9072655600"}, "mail-address": {"street1": "2550 DENALI STREET", "street2": "SUITE 1000", "city": "ANCHORAGE", "state": "AK", "zip": "99503"}}
As Filed with the Securities and Exchange Commission on September 1, 2000
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           GENERAL COMMUNICATION, INC.
               (Exact name of issuer as specified in its charter)

         ALASKA                                                  92-0072737
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
               (Address of Principal Executive Offices) (zip code)

                           GENERAL COMMUNICATION, INC.
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 John M. Lowber
                           General Communication, Inc.
          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
                     (Name and address of agent for service)
                                  907.265.5600
          (Telephone number, including area code, of agent for service)

                              Copy to: J. J. Brecht
         Wohlforth, Vassar, Johnson & Brecht, A Professional Corporation
             900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
                                  907.276.6401

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed
                                                       maximum           Proposed maximum         Amount of
   Title of securities to be        Amount to          offering         aggregate offering      registration
          Registered              be registered     price/share (1)            price                 fee
---------------------------------------------------------------------------------------------------------------
General Communication,
    Inc. Common Stock
        Class A                     2,500,000           $6.625              $16,562,500            $4,604.38
===============================================================================================================
1 Estimated solely for the purpose of calculating the amount of the registration
fee and based upon the average of the high and low sale prices of $6.8125 per
share and $6.4375 per share, respectively, i.e., an average of $6.625 per share,
as quoted on the Nasdaq Stock Market on August 30, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

         The contents of the initial registration statement pertaining to the
General Communication, Inc. Qualified Employee Stock Purchase Plan filed with
the Securities and Exchange Commission on Form S-8 on April 5, 1993
(Registration No. 33-60728) and the subsequent registration of additional shares
filed with the Commission on Form S-8 on September 27, 1995 (Registration No.
333-8760) and on November 6, 1998 (Registration No. 333-66877), and the
Company's annual report on Form 10-K for the year ended December 31, 1999 and
the Plan's annual report on Form 11-K for the year ended December 31, 1999, all
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of
1934 since December 31, 1999, and the description of the Company's common stock
as contained in the Form 10, as amended, filed pursuant to that act are
incorporated by reference into this Registration Statement. Required opinions,
consents and signatures are included in this Registration Statement in
accordance with the provisions of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

         See Item 1.
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         See Item 1.

Item 4.  Description of Securities

         See Item 1.

Item 5.  Interests of Named Experts and Counsel

         See Item 1.

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 2
Item 6.  Indemnification of Directors and Officers

         See Item 1.

Item 7.  Exemption from Registration Claimed

         See Item 1.

Item 8.  Exhibits

         See Exhibit Index and Exhibits at the end of this Registration
         Statement.

Item 9.  Undertakings

         The Company hereby undertakes each and every one of the following:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;
                           notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) (adopted pursuant to the Securities Act of
                           1933, as amended) if, in the aggregate, the changes
                           in volume and price represent no more than a 20%
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective Registration Statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;
                           provided, however, that paragraphs (1)(i) and (1)(ii)
                           above do not apply if the registration statement is
                           on Form S-3, Form S-8, or Form F-3, and the
                           information required to be included in a
                           post-

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 3
effective amendment by those paragraphs is contained
                           in periodic reports filed with or furnished to the
                           Commission by the Company pursuant to Section 13 or
                           15(d) of the Exchange Act that are incorporated by
                           reference in the Registration Statement;

         (2)      To agree that, for the purpose of determining any liability
                  under the Securities Act, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering;

         (4)      To agree that, for purposes of determining any liability under
                  the Securities Act, each filing of the Company's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and
                  where applicable, each filing of the Plan's annual report
                  pursuant to Section 15(d) of the Exchange Act) incorporated by
                  reference in the Registration Statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof; and

         (5)      To disclose, in so far as indemnification for liabilities
                  arising under the Securities Act may be permitted to
                  directors, officers and controlling persons of the Company
                  pursuant to the foregoing provisions, or otherwise, the
                  Company has been advised that in the opinion of the Securities
                  and Exchange Commission such indemnification is against public
                  policy as expressed in that act and is, therefore,
                  unenforceable; and in the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Company of expenses incurred or paid by a
                  director, officer, or controlling person of the Company in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer, or controlling person in
                  connection with the securities being registered, to submit,
                  unless in the opinion of its counsel the matter has been
                  settled by controlling precedent, to a court of appropriate
                  jurisdiction the question whether such indemnification by the
                  Company is against public policy as expressed in that Act and
                  to be governed by the final adjudication of that issue.

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 4
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Municipality of Anchorage, State of Alaska, on September 1,
2000.

                                  GENERAL COMMUNICATION, INC.
                                  (Registrant)

By:     /S/                                 By:     /S/
    Ronald A. Duncan                            John M. Lowber
    President and Chief                         Chief Financial Officer
    Executive Officer                           (Principal Financial Officer)
    (Principal Executive Officer)

                                            By:     /S/
                                                Alfred J. Walker
                                                Vice President & Chief
                                                Accounting Officer
                                                (Principal Accounting Officer)

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

         /S/                                                           8/15/00
Ronald A. Duncan                                                       Date
President, Chief Executive Officer and Director
(Principal Executive Officer)

         /S/                                                           8/21/00
Carter F. Page                                                         Date
Chairman of the Board and Director

         /S/                                                           8/21/00
Robert M. Walp                                                         Date
Vice Chairman of the Board and Director

         /S/                                                           8/24/00
Ronald R. Beaumont                                                     Date
Director

         /S/                                                           8/30/00
Donne F. Fisher                                                        Date
Director

         /S/                                                           8/30/00
William P. Glasgow                                                     Date
Director

         /S/                                                           8/30/00
Paul S. Lattanzio                                                      Date
Director

         /S/                                                           8/23/00
Stephen R. Mooney                                                      Date
Director

         /S/                                                           8/30/00
Larry E. Romrell                                                       Date
Director

James M. Schneider                                                     Date
Director

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 6
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Municipality of Anchorage,
State of Alaska, on September 1, 2000.

                                  GENERAL COMMUNICATION, INC.
                                  QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

                                  By:      /S/
                                      Alfred J. Walker
                                      Plan Administrator

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 7
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   EXHIBITS TO

                         FORM S-8 REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                       FOR THE GENERAL COMMUNICATION, INC.

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 8
EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------
4                    Instruments defining rights of security holders, including
                     indentures

4.1 (1)              Restated Articles of Incorporation of General
                     Communication, Inc.

4.2 (2)              Bylaws of General Communication, Inc.

4.3.1 (3)            Resolutions of Board of Directors of the Company and of
                     Shareholders of the Company adopted at their December 17,
                     1986 meetings adopting Qualified Employee Stock Purchase
                     Plan

4.3.2                Copy of the General Communication, Inc. Revised Qualified
                     Employee Stock Purchase Plan, restated as of January 1,
                     2000

4.3.3 (3)            Resolution of the Board of Directors of the Company at its
                     June 4, 1992 meeting adopting certain amendments to the
                     Plan to bring it into compliance with Rule 16b-3(d)
                     (Participant Directed Transactions)

4.3.4 (3)            Resolution of the Board of Directors of the Company adopted
                     at its March 24, 1993 meeting adopting certain amendments
                     to the Plan and re-establishing the Plan as an employee
                     benefit plan of the Company

4.3.5 (3)            Resolution of the Board of Directors of the Company at its
                     March 24, 1993 meeting authorizing the increase of the
                     allocation of common stock for acquisition by the Plan and
                     the registration of the offering of that stock under the
                     Securities Act of 1933

--------

     1/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's annual report on Form 10-K for the year
              ended December 31, 1997.
     2/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's annual report on Form 10-K for the year
              ended December 31, 1992.
     3/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's Registration Statement for the Qualified
              Employee Stock Purchase Plan (Registration No. 33-60728) filed
              April 5, 1993.

General Communication, Inc.
Registration Statement (S-8)
                                                                          Page 9
EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------
4.3.6 (4)            Certificate of Secretary on action by Board of Directors at
                     its October 20, 1994 meeting approving certain amendments
                     to the Plan to comply with the Tax Reform Act of 1986, as
                     amended, and to allow for participating eligible employees
                     to choose investments other than common stock of the
                     Company; and resolution of the Board adopted at its
                     December 20, 1994 meeting approving the revised plan

4.3.7 (4)            Resolution of the Board of Directors of the Company adopted
                     at its February 9, 1995 meeting pertaining to an increase
                     of the number of shares of Class A common stock allocated
                     to the Plan

4.3.8 (4)            Certificate of Secretary on action of Board of Directors
                     taken without a meeting and with unanimous consent
                     approving certain additional amendments to the Plan to
                     comply with the Tax Reform Act of 1986, as amended,
                     primarily relating to investment responsibility and the
                     relationship between the Plan Committee and the Trustee;
                     and the corresponding Minutes of Action and Resolution
                     (including those amendments) of the Board approving those
                     amendments effective on September 1, 1995

4.3.9 (5)            Certificate of Secretary on action of Board of Directors
                     taken at a teleconference meeting approving certain
                     additional amendments to the Plan relating to gross income
                     as treated under the Internal Revenue Code of 1986, as
                     amended; and an excerpt from the corresponding minutes
                     (including a description of the amendments) of the Board
                     approving those amendments effective January 1, 1995

--------
     4/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's registration statement for the Qualified
              Employee Stock Purchase Plan (Registration No. 333-8760) filed
              September 27, 1995.
     5/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's registration statement for the Qualified
              Employee Stock Purchase Plan (Registration No. 333-66877) filed on
              November 6, 1998.

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 10
Exhibit No.          Description
-----------          -----------
4.3.10 (5)           Certificate of Secretary on action of Board of Directors
                     taken at a teleconference meeting approving certain
                     technical modifications to the Plan as proposed by the
                     Internal Revenue Service; and an excerpt from the
                     corresponding minutes (including a description of the
                     amendments) of the Board approving those amendments
                     effective January 1, 1996

4.3.11 (5)           Certificate of Secretary on action of Board of Directors
                     taken at a meeting approving certain additional amendments
                     to the Plan as proposed by the Internal Revenue Service;
                     and an excerpt from the corresponding minutes (including a
                     description of the amendments) of the Board approving those
                     amendments effective June 25, 1997

4.3.12               Certificate of Secretary on action of Board of Directors
                     taken at meeting approving certain amendments to the Plan
                     dealing with hardship withdrawals and rollover
                     contributions; and an excerpt from the corresponding
                     minutes of the Board approving those amendments effective
                     June 25, 1998

4.3.13 (5)           Certificate of Secretary as to resolution of the Board of
                     Directors of the Company adopted at its October 30, 1998
                     meeting pertaining to an increase of the number of shares
                     of Class A and Class B common stock allocated to the Plan

4.3.14               Certificate of Secretary as to resolution of the Board of
                     Directors of the Company adopted at its May 10, 2000
                     meeting pertaining to an increase in the number of shares
                     of Class A common stock allocated to the Plan and revising
                     the alternative mutual fund investments offered under the
                     Plan

4.4.1 (6)            Revised Questions and Answers about the Qualified Employee
                     Stock Purchase Plan (summary plan description),dated
                     January 1, 1995

4.4.2                Revised Questions and Answers about the Qualified Employee
                     Stock Purchase Plan (summary plan description), dated
                     January 1, 2000

--------
     6/       Incorporated by reference and previously filed with the SEC as an
              exhibit to the Company's annual report on Form 10K for the year
              ended December 31, 1994.

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 11
Exhibit No.          Description
-----------          -----------
4.5.1 (3)            IRS Determination on Qualified Employee Stock Purchase Plan
                     and U.S. Department of Labor comments on ERISA, dated March
                     8, 1988

4.5.2 (5)            IRS Determinations on Qualified Employee Stock Purchase
                     Plan, dated March 13, 1996

5                    Opinion re legality

5.1 (3)              Legal Opinion on Legality of Shares dated March 30, 1993

5.2 (4)              Legal Opinion on Legality of Shares dated September 26,
                     1995

5.3 (5)              Legal Opinion on Legality of Shares dated November 2, 1998

5.4                  Legal Opinion on Legality of Shares dated September 1, 2000

15                   None

23                   Consents of experts and counsel

23.1                 Consent of Wohlforth, Vassar, Johnson & Brecht, A
                     Professional Corporation

23.2                 Consent of Harris, Mericle & Wakayama, P.L.L.C.

23.3                 Consent of KPMG LLP

24                   None

99                   Additional Exhibits

99.1 (3)             Resolution Appointing Plan Administrator

99.2 (3)             Resolutions Appointing Plan Committee Members

99.3 (4)             Certificate of Secretary on Board of Directors Action
                     appointing New Plan Committee Member

99.4                 Resolution Appointing Plan Committee Member on January 22,
                     1999

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 12
EXHIBIT 4.3.2

                           REVISED QUALIFIED EMPLOYEE
                             STOCK PURCHASE PLAN OF
                           GENERAL COMMUNICATION, INC.

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 13
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

                                       OF

                           GENERAL COMMUNICATION, INC.

   (Amended and restated in compliance with SBJPA '96 and TRA '97 and USERRA)

           -----------------------------------------------------------
                "This Document entitled Qualified Employee Stock
            Purchase Plan of General Communication, Inc. constitutes
             part of a Prospectus covering securities that have been
                  registered under the Securities Act of 1933."
           -----------------------------------------------------------

January 1, 2000                                                            - 1 -
TABLE OF CONTENTS
                                -----------------
                                                                            PAGE
                                                                            ----
ARTICLE I                  NAME AND PURPOSE OF PLAN AND TRUST                 3

ARTICLE II                 DEFINITIONS                                        4

ARTICLE III                PARTICIPATION                                      11

ARTICLE IV                 CONTRIBUTIONS                                      13

ARTICLE V                  DETERMINATION AND VESTING OF
                           PARTICIPANT ACCOUNTS                               26

ARTICLE VI                 RETIREMENT DATE--DESIGNATION
                           OF BENEFICIARY                                     30

ARTICLE VII                DISTRIBUTION FROM TRUST FUND                       31

ARTICLE VIII               FIDUCIARY OBLIGATIONS                              43

ARTICLE IX                 PLAN ADMINISTRATOR AND
                           PLAN COMMITTEE                                     46

ARTICLE X                  POWERS AND DUTIES OF THE TRUSTEE                   51

ARTICLE XI                 CONTINUANCE, TERMINATION, AND
                           AMENDMENT OF PLAN AND TRUST                        56

ARTICLE XII                MISCELLANEOUS                                      58

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 2
January 01, 2000
ARTICLE I

                       NAME AND PURPOSE OF PLAN AND TRUST

    Section 1.1 Name and Purpose. The Company, by execution of this agreement,
amends and restates its qualified stock purchase plan, to be known as the
General Communication, Inc. Qualified Employee Stock Purchase Plan, to afford
its employees a convenient means for regular and systematic purchases of common
stock of the Company and to instill a proprietary interest in the Company. The
Plan and Trust Fund are created for the exclusive benefit of
Employee-Participants and their beneficiaries. The Plan is intended to qualify
under Sections 401(a) and 401(k) of the Code, and the trust created under the
Plan is intended to be exempt under Section 501(a) of the Code.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 3
January 01, 2000
ARTICLE II

                                   DEFINITIONS

    Section 2.1 Definitions. When used in this agreement, the following words
shall have the following meanings, unless the context clearly indicates
otherwise:

      (i)   "Account", unless otherwise indicated, means a Participant's entire
            interest in Company stock and any other assets in the Trust Fund
            created by his Employer's contributions and his own contributions,
            and the income, expenses, gains, and losses attributable to such
            stock and assets.

     (ii)   "Anniversary Date" means the first day of each Plan Year.

    (iii)   "Associated Company" means any corporation which is deemed to be a
            member of the group of corporations under common control of the
            Company and which adopts this Plan and Trust with the consent of the
            Company. Any such Company which subsequently is no longer a member
            of the controlled group shall be deemed to have terminated this Plan
            and Trust immediately upon such failure to be a member of the
            controlled group.

     (iv)   "Beneficiary" means the person who, under this Plan, becomes
            entitled to receive a Participant's Account upon his death.

      (v)   "Board of Directors" means the board of directors of the Company.

     (vi)   "Break in Service" for purposes of eligibility to participate means
            any 12-month period, measured from the Employee's employment or
            Reemployment Commencement Date in which the Employee has completed
            no more than 500 hours of service. "One-Year Break in Service" for
            vesting and all other purposes means any Plan Year in which the
            Employee has completed no more than 500 hours of service. For
            purposes of this definition, hours of service shall include service
            as an Employee in any capacity including Union Employee and
            commissioned salesman.

    (vii)   "Code" means the Internal Revenue Code of 1986, as it presently is
            constituted, as it may be amended, or any successor statute of
            similar purposes.

   (viii)   "Company" means General Communication, Inc., a corporation with its
            principal place of business at Anchorage, Alaska, or any successor
            in interest to it resulting from merger, consolidation, or transfer
            of substantially all of its assets, which expressly may agree in
            writing to continue this Plan.

     (ix)   "Compensation" means the total amount actually or constructively
            paid by an Employer to a Participant for services rendered to the
            Employer during the Plan Year including overtime pay, commissions,
            and bonuses, but excluding relinquished vacation pay, unused sick
            pay, insurance premiums, pension and retirement benefits, living
            expenses, other allowances, and all contributions by the Employer to
            this Plan, to any other tax qualified Plan or to any health accident
            or welfare fund or Plan. Compensation shall be calculated to include
            amounts that are not currently paid to a

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 4
January 01, 2000
Participant and not includible in a Participant's gross income by
            reason of the application of Code Section 125 and 402(g).

            Pursuant to Code Section 401(a)(17), Compensation taken into account
            for all purposes under this Plan shall not exceed $150,000, as
            adjusted by the Secretary of the Treasury for cost of living
            increases each year, for any Plan Year.

      (x)   "Determination Date" means, with respect to any Plan Year, the last
            day of the preceding Plan Year (or in the case of the first Plan
            Year, the last day of such Plan Year). This Section 2.1(x) shall be
            interpreted to conform with Code Section 416.

     (xi)   "Effective Date" of this restated Plan means January 1, 1997, unless
            otherwise provided in this Plan. For any Associated Company which is
            not participating in this Plan on the restated effective date,
            effective date means that date designated by the Associated Company.

    (xii)   "Employee" means any person, whether male or female, now or
            hereafter in the employ of an Employer, including officers of the
            Employer, but excluding directors who are not in the Employer's
            employ in any other capacity, excluding independent contractors, and
            excluding Union Employees. Employee shall not include any individual
            who is treated as an independent contractor by the Employer, as
            reflected in the records of the Company, even if such individual
            becomes classified as a common-law employee of the Company by any
            administrative agency or court of competent jurisdiction, or by the
            IRS, or pursuant to an agreement between the Company and the IRS.

   (xiii)   "Employer" means the Company and any Associated Company which has
            adopted the Plan and Trust.

    (xiv)   "Employment Commencement Date" means the date on which an Employee
            first performs an Hour of Service for the Employer.

     (xv)   "Fiduciary"  means  a  person  who  (A) exercises  any discretionary
            authority or discretionary control respecting management of the Plan
            or exercises any authority or control respecting management or
            disposition of its assets; (B) renders investment advice for a fee
            or other Compensation, direct or indirect, with respect to any
            moneys or other property of the Plan, or has any authority or
            responsibility to do so; or (C) has any discretionary authority or
            discretionary responsibility in the administration of the Plan. If
            any money or other property of the Plan is invested in securities
            issued by an investment company registered under the Investment
            Company Act of 1940, such investment by itself shall not cause such
            investment company or such investment company's investment adviser
            or principal underwriter to be deemed to be a fiduciary or a party
            in interest.

    (xvi)   "Highly Compensated Employee" means, for the Plan Year beginning in
            1997, and subsequent Plan Years, any Employee who:

            (A) was a five percent owner at any time during the Determination
            Year or the Look-Back Year; or

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 5
January 01, 2000
(B) for the Look-Back Year, had Compensation in excess of $80,000
            (as adjusted by the Secretary of the Treasury for cost of living
            increases), and

            (C) was in the top-paid group of Employees for the Look-Back Year.
            An Employee is in the top-paid group of Employees for any Plan Year
            if such Employee is in the group consisting of the top twenty
            percent (20%) of the Employees when ranked on the basis of
            Compensation paid during the Plan Year.

            For purposes of this definition, the Determination Year shall be the
            Plan Year. The Look-Back Year shall be the twelve-month period
            immediately preceding the Determination Year.

            In determining an individual's Compensation under this section,
            Compensation from each Company required to be aggregated under Code
            Sections 414(b), (c), (m), and (o) will be taken into account. For
            purposes of this section, the determination of Compensation will
            include deferrals made pursuant to Code Sections 125, 402(e)(3),
            402(h)(1)(B) and, in the case of Company contributions made pursuant
            to a elective deferral agreement, deferrals made pursuant to Code
            Section 403(b).

            A former Employee will be treated as a Highly Compensated Employee
            if such Employee separated from service (or was deemed to have
            separated) prior to the Plan Year, performs no service for the
            Company during the Plan Year, and was a Highly Compensated Employee
            for either the separation year or any Plan Year ending on or after
            the Employee's 55th birthday.

            The determination of who is a Highly Compensated Employee, including
            the determinations of the number and identity of Employees in the
            top-paid group and the Compensation that is considered, will be made
            in accordance with Code Section 414(q).

   (xvii)   (A) "Hour of Service" means (1) each hour for which an Employee is
            paid or is entitled to payment, for the performance of duties for
            his Employer during the applicable computation period; (2) each hour
            for which an Employee is paid or is entitled to payment by his
            Employer on account of a period of time during which no duties are
            performed (irrespective of whether the employment relationship is
            terminated) due to vacation, holiday, illness, incapacity (including
            disability), layoff, jury duty, military duty, or leave of absence;
            and (3) each hour for which back pay, irrespective of mitigation of
            damages, either was awarded or agreed to by the Employer.

            (B) For purposes of Section 2.1(xvii)(A)(2) the following rules
            shall apply: (1) no more than 501 hours will be credited to any
            Employee on account of a single continuous period during which the
            Employee performs no duties; (2) an hour shall not be credited on
            account of a period during which no duties are performed if the
            payment for such hour is made or due under a Plan maintained solely
            for the purpose of complying with applicable workmen's Compensation,
            or unemployment Compensation or disability insurance laws; (3) hours
            shall not be credited for payments which reimburse an Employee
            solely for medical or medically related expenses incurred by the
            Employee; and (4) a payment shall be deemed to be made by or due
            from the Employer regardless of whether such payment is made by or
            due from the Employer directly, or indirectly through, among others,
            a Trust Fund, or insurer, to which the Employer contributes or

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 6
January 01, 2000
pays premiums. These rules also shall apply to the extent that any
            back pay is agreed to or awarded for a period of time during which
            an Employee did not or would not have performed duties.

            (C) For purposes of this Section 2.1(xvii), the same hours of
            service shall not be credited under both Sections 2.1(xvii)(A)(1) or
            (2) of this Plan and also under Section 2.1(xvii)(A)(3) of this
            Plan. Each Hour of Service shall be credited under this Section
            2.1(xvii) in accordance with 29 C.F.R. Section 2530.200b-2(b) and
            (c). Employment with any affiliated companies (whether or not
            incorporated) that are members of a controlled group as defined in
            Code Section 414(b), that are under common control as defined in
            Code Section 414(c), or that are members of an affiliated service
            group within the meaning of Code Section 414(m) or any other entity
            required to be aggregated with the Company pursuant to Code Section
            414(o) and the final regulations thereunder, will be treated as
            employment with the Company for purposes of participation and
            vesting under this Plan; provided, however, that an employee must be
            employed by the Employer to participate in this Plan. In addition,
            for all purposes of the Plan, Hours of Service will be credited for
            any individual considered a Leased Employee under Code Section
            414(n) and for any individual considered an Employee under Code
            Section 414(o) and the final regulations thereunder.

            (D) For purposes of determining whether an Employee has experienced
            a Break in Service, hours of service shall include each hour for
            which an Employee is absent from work for any period (1) by reason
            of the pregnancy of the Employee; (2) by reason of the birth of a
            child of the Employee; (3) by reason of the placement of a child
            with the Employee in connection with the adoption of such child by
            such Employee; or (4) for purposes of caring for such child for a
            period beginning immediately following such birth or placement.

            (E) The hours described in the preceding sentence shall be treated
            as hours of service in the year in which the absence from work
            begins if the Participant would be prevented from incurring a
            one-year Break in Service as a result of such treatment or, in any
            other case, the hours shall be treated as hours of service in the
            immediately following year. The hours described in the two preceding
            sentences shall be the hours of service which otherwise would
            normally have been credited to such Participant but for such
            absence, or in any case in which the Plan is unable to determine
            such hours, eight hours of service per work day of such absence. No
            credit will be given pursuant to this paragraph unless the
            Participant furnishes to the Plan Committee such timely information
            as the Plan may require to establish that the absence from work is
            for reasons described above and to establish the number of days for
            which there was such an absence.

            (F) An Employee will be credited with service for participation and
            vesting purposes for leaves of absence qualifying under the Family
            and Medical Leave Act of 1993, but only to the extent required by
            the Family and Medical Leave Act and the regulations thereunder.

  (xviii)   (A)   "Key  Employee"  means any Employee of an Employer  who, at
            any time during the Plan Year or any of the four preceding Plan
            Years, is (1) an officer of an Employer having annual Compensation
            greater than 50 percent of the dollar limitation under

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 7
January 01, 2000
Code Section 415(b)(1)(A), as adjusted for increases in the cost of
            living for any Plan Year; (2) one of the ten Employees having annual
            Compensation from an Employer of more than the $30,000 annual
            addition limitation as adjusted for increases in the cost of living
            and owning (or considered to own under Code Section 318) the largest
            interests of the Employer; (3) a five percent owner of the Employer;
            or (4) a one percent owner of the Employer having annual
            Compensation from the Employer of more than $150,000.

            (B) For purposes of Section 2.1(xviii)(A)(1) of this Plan, no more
            than 50 Employees (or, if lesser, the greater of 3 Employees or 10
            percent of the Employees) shall be treated as officers. For purposes
            of Section 2.1(xviii)(A)(2) of this Plan, if two Employees have the
            same interest in an Employer, the Employee having greater annual
            Compensation from the Employer shall be treated as having a larger
            interest. This Section 2.1(xviii)(B) shall be interpreted to conform
            with Code Section 416. For purposes of this definition, "Employee"
            shall have the same meaning as it does under Code Section 416(i)(1).
            Any Beneficiary of a Key Employee shall be treated as a Key
            Employee.

    (xix)   "Named Fiduciary" means any Fiduciary who is named in this Plan, or
            who, pursuant to a procedure specified in the Plan, is identified as
            a Fiduciary to the Plan by the Company. Such Named Fiduciaries
            include, but are not limited to, the Trustee, the Plan Committee,
            and the Plan Administrator.

     (xx)   "Normal Retirement Age" means the date a Participant attains age 65.

    (xxi)   "Participant" means any Employee who has become a Participant under
            Article III of this Plan. Participation shall cease upon the later
            of (A) distribution of a Participant's entire vested Account and
            forfeiture of a Participant's entire nonvested Account or (B)
            Termination of Employment.

   (xxii)   "Plan" and "Plan and Trust"  means the  Qualified  Employee  Stock
            Purchase Plan of General Communication, Inc., and the Trust set
            forth in and by this Agreement and all subsequent amendments to it.

  (xxiii)   "Plan Administrator" means the person appointed by the Board of
            Directors whose duties are provided in this Plan and Trust.

   (xxiv)   "Plan Committee" means the committee appointed by the Board of
            Directors whose duties are provided in this Plan and Trust.

    (xxv)   "Plan Year" means the Company's fiscal (taxable) year, as presently
            established, which ends on December 31 of each year, and this shall
            be the fiscal (taxable) year of the Trust. If there is a change in
            the Company's fiscal year, then "Plan Year" shall mean the Company's
            new fiscal year, and any short fiscal year resulting from such
            change shall be considered a full year for all purposes of this
            Plan. The "Plan Year" shall not change without approval of the
            Internal Revenue Service.

   (xxvi) "Qualifying Employer Security" means the Class A and Class B common
            stock of the Company.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 8
January 01, 2000
(xxvii)   "Quarterly Anniversary Date" means January 1, April 1, July 1, or
            October 1 of each Plan Year.

 (xxviii)   "Reemployment Commencement Date" means the first date after a Break
            in Service on which an Employee performs an Hour of Service for the
            Employer.

   (xxix)   "Super Top Heavy Plan" means a plan in which the aggregate of the
            Accounts of Key Employees under the plan as of the Determination
            Date exceeds 90% of the aggregate of the Accounts of all
            Participants under the plan (as of the Determination Date for the
            Plan Year), excluding former Key Employees.

    (xxx)   "Termination of Employment" means the termination of a person's
            status as an Employee as defined in Section 2.1(xii), as a Union
            Employee as defined in Section 2.1(xxxvi), or as a commissioned
            salesman.

   (xxxi)   "Top Heavy Plan" means a plan in which the  aggregate of the
            Accounts of Key  Employees  under the plan as of
            the Valuation Date exceeds 60 percent of the aggregate of the
            Accounts of all Participants under the Plan (as of the Determination
            Date for the Plan Year), excluding former Key Employees. The
            Accounts of Participants shall be increased by the aggregate
            distributions made with respect to such Participants during the
            five-year period ending on the Determination Date. Section 2.1(xxxi)
            shall be interpreted to conform with Code Section 416. For purposes
            of determining whether this and any aggregated plans are top heavy
            or super top heavy, all defined benefit and defined contribution
            plans (including any simplified Employee pension plan) maintained or
            ever maintained by the Employer in which a Key Employee participates
            or on which any plan in which a Key Employee participates depends
            for qualification under Code Sections 401(a)(4) or 410 must be
            aggregated. Other plans maintained or ever maintained by the
            Employer may be aggregated if, when considered as a group with the
            plans that must be aggregated, they would continue to satisfy the
            requirements of Code Sections 401(a)(4) and 410.

  (xxxii)   "Total Disability" means a disability that permanently renders a
            Participant unable to perform satisfactorily the usual duties of his
            employment with his Employer, as determined by a physician selected
            by the Plan Committee, and which results in his Termination of
            Employment with the Employer.

 (xxxiii)   "Trust Fund" means the assets of the trust established by this Plan
            and Trust from which the benefits under this Plan shall be paid and
            shall include all income of any nature earned by the fund and all
            changes in fair market value.

  (xxxiv)   "Trustee" means the person or persons appointed as trustee of the
            Trust Fund and any duly appointed and qualified successor trustee.

   (xxxv)   "Trustee Responsibility" means any responsibility provided in the
            Plan to manage or control the assets of this Plan.

  (xxxvi)   "Union Employee" means any Employee who is included in a unit of
            Employees covered by a collective bargaining agreement between
            Employee representatives and the Company or any Associated Company,
            if retirement benefits were the subject of

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 9
January 01, 2000
good faith bargaining between such Employee representatives and the
            Company or Associated Company.

 (xxxvii)   "Valuation Date" means the last day of each Plan Year.

 (xxxvii)   "Year of Service" for purposes of eligibility to participate means
            any 12-month period, measured from the Employee's Employment
            Commencement Date or Reemployment Commencement Date, in which the
            Employee completes 1,000 or more Hours of Service. For purposes of
            this definition, Hours of Service shall include service as an
            Employee in any capacity including Union Employee and commissioned
            salesman and shall include service as an Employee of an Employer
            under common control with the Company as defined in Code Sections
            414(b), (c), (m), and (o) and the final regulations thereunder, or
            any other Company designated by the Plan Committee from time to
            time. Year of Service also shall include service with any company
            that is acquired directly or indirectly by any Employer
            participating in this Plan whether by acquisition of stock or assets
            if such company becomes part of the controlled group of corporations
            as defined in Code Section 414(b) or (c) of which the Company is a
            part. "Year of Service" for purposes of vesting means any Plan Year
            in which the Participant completes 1,000 or more Hours of Service.

            Effective for acquisitions occurring on or after January 1, 1996,
            Year of Service also shall include Years of Service with any company
            that is acquired directly or indirectly by any Employer
            participating in this Plan whether by acquisition of stock or assets
            if such company becomes part of the controlled group of corporations
            as defined in Code Section 1563(a) of which the Company is a part
            and provided that such individual for whom such service is credited
            becomes an Employee of General Communication, Inc. as a result of
            the acquisition. Effective for Employees first employed by the
            Company on or after January 1, 1996, an Employee will be credited
            with Years of Service under this Plan for Years of Service with any
            company which has received services provided by the Company under a
            management or outsourcing contract between such company and General
            Communication, Inc. as a service provider (as determined by the
            Company) provided that such individual for whom such service is to
            be credited becomes an Employee of the Company directly from the
            company for which the Company serves as service provider (as
            determined by the Company).

    Section 2.2 Gender. The masculine gender shall include the feminine and
neuter, and the singular shall include the plural.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 10
January 01, 2000
ARTICLE III

                                  PARTICIPATION

    Section 3.1 Who May Become a Participant. Any Employee of an Employer on the
Effective Date who has completed one Year of Service may become a Participant on
the Effective Date of the Plan. Any other or new Employee of an Employer may
become a Participant on any Quarterly Anniversary Date of the Plan following his
having completed one Year of Service, provided such Employee must be an Employee
of the Employer when he becomes a Participant.

    Section 3.2 Participation Form. (a) Completion Requested. The participation
form shall be available from the Plan Administrator. To become a Participant,
each Employee must complete and return the form to the Plan Administrator on
which he shall evidence the following: (i) his acceptance of participation in
the Plan; and (ii) his consent to be bound by the terms and conditions of the
Plan and all its amendments.

            (b) Failure To Complete, Revocation. The failure to complete and
return the form will be deemed to be an election not to become a Participant. An
Employee may revoke this election and become a Participant by requesting,
completing, and returning an application form before a subsequent Quarterly
Anniversary Date of the Plan, if he otherwise is eligible.

    Section 3.3 Effect of Break in Service on Becoming a Participant. (a) Year
in Which the Employee Completes More Than 500 but Fewer Than 1,000 Hours of
Service. An Employee who completes more than 500 but fewer than 1,000 hours of
service during any 12-month period, measured from the Employee's employment or
Reemployment Commencement Date, shall not be deemed to have completed a Year of
Service nor to have suffered a Break in Service. For the purposes of Section
3.3(c) of this Plan, any breaks in service which are interrupted by a year in
which the Employee has more than 500 but fewer than 1,000 hours of service shall
be treated as inconsecutive breaks in service.

            (b) Inclusion of Pre-Break Years of Service in General. All years of
service prior to any period of up to five consecutive one year breaks in
service, not excluded by reason of this section, shall be counted in determining
who may become a Participant.

            (c) Exclusion of Years of Service for Employees Without Vested
Rights. Years of service completed prior to any Break in Service by an Employee
who has no vested interest in any Employer contributions at the time of his
reemployment shall not be counted in determining whether the Employee may become
a Participant if the number of consecutive one-year breaks in service equals or
exceeds the greater of five years or the aggregate number of years of service
before such break. The aggregate number of years of service before such break
shall not include any years of service which have been excluded by reason of a
prior application of this Section 3.3(c).

    Section 3.4 Participation Upon Reemployment. An Employee who has satisfied
the service requirement under Section 3.1 of this Plan by reason of years of
service prior to a Break in Service of one year or longer (which service has not
been excluded under Section 3.3 of this Plan) may become a Participant
immediately upon his reemployment. However, an Employee who becomes a
Participant under this section may not commence contributions until the first
Quarterly Anniversary Date occurring after reemployment pursuant to Section 4.1
of this Plan.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 11
January 01, 2000
Section 3.5 Military Service. Notwithstanding any provision of this Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u).

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 12
January 01, 2000
ARTICLE IV

                                  CONTRIBUTIONS

    Section 4.1 Contributions and Salary Reductions by Participants. (a) General
Rules. Each Participant shall make contributions to the Trust Fund only by means
of regular payroll deductions, by elective deferrals, or in such other manner as
the Plan Committee shall determine, which contributions shall be paid to the
Trustee at least quarterly. Participant after-tax contributions by payroll
deduction or by any other manner as the Plan Committee shall determine shall be
referred to as voluntary contributions, and Participant pre-tax contributions
shall be known as elective deferrals. Each Participant shall designate up to 10%
of his Compensation in each payroll period, until changed by the Participant, as
a elective deferral, plus any contributions under Section 4.1(c) of this Plan. A
Participant may change his designation prospectively but not retroactively
effective for any payroll period by filing a new election with the Plan
Administrator prior to the last two weeks of the calendar quarter immediately
preceding the quarter for which it is to be effective. A Participant may suspend
his contributions to the Plan for any quarter by filing a written notice of
suspension with the Plan Administrator at any time prior to the last two weeks
of the calendar quarter immediately preceding the calendar quarter in which it
is to be effective. Such notice shall remain effective until the Participant
elects to make further Participant contributions, and no Employer contributions
shall be made on behalf of the Participant during such suspension period. A
Participant may authorize resumption of Participant contributions by filing a
new contribution designation with the Plan Administrator at any time prior to
the last two weeks of the calendar quarter immediately preceding the calendar
quarter in which it is to be effective.

            (b) Salary Reductions. To become or remain a Participant in this
Plan, an eligible Employee must elect to reduce his Compensation in such manner
as the Plan Committee shall determine not to exceed 10% of his Compensation per
payroll period. Such election shall be made and may be changed at any time in
accordance with Section 4.1(a) of this Plan. Contributions under this section
shall be made in accordance with an agreement with the Company under which the
Participant elects to reduce his Compensation by the amount determined at his
discretion, and for purposes of Code Section 401(k) shall be deemed to be
Company contributions. Agreements to reduce Compensation shall be subject to
Sections 4.11 and 4.12 of this Plan.

            (c) Nonqualified Voluntary Contributions. Each Plan Participant may
contribute to the Plan for each Plan Year during which he is a Participant such
amount of nonqualified voluntary contributions as he shall elect in his sole
discretion, provided that such amount shall not exceed 10% of his Compensation
for each payroll period. Nonqualified voluntary contributions shall be so
designated in writing when made or when the Participant agrees to payroll
deductions. All non-qualified voluntary contributions for the Plan Year shall be
made during the Plan Year or within 30 days after the end of the Plan Year.

    Section 4.2 Determination of Contribution by the Employer. The Plan
Committee on behalf of each Employer shall pay into the Trust Fund at least
annually an amount up to 100% of each Participant's elective deferral and
voluntary contributions to the Plan which are invested in Qualifying Employer
Securities pursuant to Section 10.1(d), as the Board of Directors shall
determine by resolution; provided, however, that the Employer contribution on
behalf of Participants who have elected to direct the investment of any portion
of their elective deferrals and voluntary contributions into investments other
than Qualifying Employer Securities will

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 13
January 01, 2000
receive an Employer matching contribution of up to 50% of the Participant's
elective deferral and voluntary contributions to the Plan. The Employer's
contribution on behalf of any Participant who elects to direct the investment of
any portion of his elective deferrals and voluntary contributions into
investments other than Qualifying Employer Securities under Section 10.1(d)
shall be equal to a stated percentage of each such Participant's contributions
(both voluntary contributions and elective deferrals) under Section 4.1 of this
Plan during any payroll period, and the Employer's contribution on behalf of any
Participant who elects to direct the investment of all of his elective deferrals
and voluntary contributions into Qualifying Employer Securities under Section
10.1(d) shall be equal to a stated percentage of each such Participant's
contributions (both voluntary contributions and elective deferrals) under
Section 4.1 of this Plan during any payroll period. No Participant's elective
deferral or voluntary contributions shall be matched in an amount exceeding 10%
of such Participant's Compensation during any payroll period the Participant
participates in the Plan. Except as provided in Section 7.3 of this Plan, the
amount of the Employer's contribution shall not exceed either 10% of the
aggregate Compensation of all Participants under this Plan in the year for which
the contribution is being determined or the annual addition limitations of the
Code as provided in Sections 4.8 or 4.9 of this Plan.

    Section 4.3 Time and Method of Payment of Contribution by the Employer. The
Plan Committee on behalf of the Employer may make payment of its contribution
for any Plan Year in installments on any date or dates it elects, provided that
the amount of its contribution for any year shall be paid in full within the
time prescribed in order to qualify such payment as an income tax deduction for
such year under the Code or any other provisions of law and provided further
that the final allocation of such Employer contribution shall not be made to an
Account until the last day of the Plan Year. Such contribution may be made in
cash, in Qualifying Employer Securities (as determined by the Company), or in
property of the character in which the Trustee is authorized to invest the Trust
Fund. Contributions of property other than cash or Qualifying Employer
Securities shall be subject to the approval of the Trustee and the Plan
Committee.

    Section 4.4 To Whom Contributions Are To Be Paid. The Employer's
contributions for any Plan Year shall be paid to the Trustee and shall become a
part of the Trust Fund.

    Section 4.5 Return of Employer Contributions. (a) Circumstances Under Which
Return Will Be Made. A contribution by the Employer to the Plan shall be
returned to the Company, at the Employer's discretion, under any of the
following circumstances: (i) if a contribution is made by the Employer by a
mistake of fact, including a mistaken excess contribution, within one year of
its payment to the Plan; (ii) if initial qualification of the Plan is denied,
within one year after the date of denial of initial qualification of the Plan;
or (iii) if all or any part of the deduction of the contribution is disallowed,
to the extent of the disallowance, within one year after the disallowance of the
deduction.

            (b) Amount of Return. The Employer shall state by written request to
the Trustee the amount of the contribution to be returned and the reason for
such return. Such amount shall not include any earnings attributable to the
contribution and shall be reduced by any losses attributable to the
contribution. Upon sending such request to the Trustee, the Employer
simultaneously shall send to the Plan Committee a copy of the request. The
Trustee shall return such contributions to the Employer immediately upon receipt
of the written request by the Employer. All contributions by the Employer to the
Plan are declared to be conditioned upon both the qualification of the Plan
under Section 401 of the Code and the deductibility of such contributions Under
Section 404 of the Code.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 14
January 01, 2000
Section 4.6 Employer's Obligations. The adoption and continuance of the Plan
shall not be deemed to constitute a contract between the Employer and any
Employee or Participant, nor to be a consideration for, or an inducement or
condition of, the employment of any person. Nothing in this Plan shall be deemed
to give any Employee or Participant the right to be retained in the employ of
the Employer, or to interfere with the right of the Employer to discharge any
Employee or Participant at any time, nor shall it be deemed to give the Employer
the right to require the Employee or Participant to remain in its employ, nor
shall it interfere with the right of any Employee or Participant to terminate
his employment at any time.

    Section 4.7 Rollover Contributions and Transfers. Notwithstanding the limits
imposed upon Participant contributions, a Participant may contribute any amount
of funds or property to the Plan in any year if such contribution satisfies the
requirements under law for rollover contributions and if the Plan Committee
agrees in writing to accept such contribution on behalf of the Plan and the
Employer. Subject to the direction of the Plan Committee, the Trustee is
authorized to receive and add to the Trust Fund those assets attributable to
employees who were participants in the Western Tele-Communications, Inc.
Employee Stock Purchase Plan. A direct transfer from a qualified Plan subject to
Code Section 417 shall not be permitted. The Employer shall not be required
under Section 4.2 of this Plan to make any matching contributions for such
rollover contributions or transfers. Rollover contributions and transfers shall
be added to a separate Account for such Participant, shall be nonforfeitable,
and shall be distributable under Article VII of this Plan. Transfers from the
Western Tele-Communications, Inc. Employee Stock Purchase Plan shall be subject
to Section 10.1(d) of this Plan.

    Section 4.8 Annual Addition. (a) Limitations. For the purpose of this
Section 4.8, the term "Annual Addition" includes Employer contributions and
forfeitures and any Participant's voluntary contributions. Annual Addition shall
not include any direct transfer or any contribution made by a Participant which
qualified under law as a rollover contribution. The annual limitation year shall
be the Plan Year. If the Annual Addition to the Account of any Participant,
attributable to all defined contribution plans (including money purchase pension
plans or profit-sharing plans of the Employer), would exceed either $30,000 or
25% of such Participant's Compensation, the excess amount shall be disposed of
as follows:

      (i)   any  Participant  contributions, to the extent that the return would
            reduce the excess amount, shall be returned to the Participant;

     (ii)   The amount of such excess attributable to Employer contributions and
            any forfeitures shall be allocated and reallocated to other
            Participants' Accounts in accordance with Article V of this Plan to
            the extent that such allocations do not cause the additions to any
            such Participant's Account to exceed the lesser of the maximum
            permissible amount or any other limitation provided in the Plan;

    (iii)   To the extent that the excess amounts described in Section
            4.8(a)(ii) of this Plan cannot be allocated to other Participant
            Accounts, such excess amounts shall be allocated to the suspense
            Account in accordance with Article V of this Plan and allocated to
            Participants under the provisions of that article.

            (b) Compensation Defined. For purposes of limiting Annual Additions
under this section and combined benefits and contributions under Section 4.9 of
this Plan, compensation

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 15
January 01, 2000
means a Participant's wages, salaries, fees for professional services, and other
amounts received for personal services actually rendered for the Employer
(including but not limited to, commissions paid salesmen, compensations for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, and bonuses).

                  (i)      For Plan Years beginning prior to December 31, 1997,
                           compensation for Annual Additions purposes shall not
                           include the following: (A) Employer contributions to
                           a deferred compensation plan that are not includable
                           in the Employee's gross income for the year in which
                           contributed, Employer contributions to a simplified
                           Employee pension plan described under Code Section
                           408(k) to the extent such contributions are
                           deductible by the Employee, or any distributions from
                           a deferred compensation plan other than amounts
                           received from an unfunded nonqualified plan; (B)
                           amounts realized from the exercise of a nonqualified
                           stock option or when restricted stock (or property)
                           held by the Employee either becomes freely
                           transferable or is no longer subject to substantial
                           risk of forfeiture; (C) amounts realized from the
                           sale, exchange, or other disposition of stock
                           acquired under a qualified stock option; or (D) other
                           amounts which received special tax benefits, or
                           Employer contributions to purchase an annuity
                           contract described in Code Section 403(b), whether or
                           not under a elective deferral agreement or whether or
                           not the amounts actually are excludable from the
                           gross income of the Employee.

                  (ii)     For Plan Years beginning after December 31, 1997,
                           "Compensation" shall include elective deferrals (as
                           defined in Code Section 402(g)) and any amounts which
                           are not included in the Participant's gross income by
                           reason of Code Sections 125 (cafeteria plans) and 457
                           (deferrals to governmental plans). All determinations
                           of Compensation will be made in accordance with Code
                           Section 415(c)(3), as it may be amended from time to
                           time.

    Section 4.9 Limitation on Combined Benefits and Contributions of All Defined
Benefit and Defined Contribution Plans of the Employer. (a) Employer
Contributions. In any year if the Employer makes contributions to a defined
benefit plan on behalf of an Employee who also is a Participant in this Plan,
then the sum of the defined benefit plan fraction and the defined contribution
plan fraction (both as prescribed by law and as defined below) for such Employee
for such year shall not exceed 1.0. In any year if the sum of the defined
benefit plan fraction and the defined contribution plan fraction on behalf of an
Employee does exceed 1.0, then the Employer's contribution on behalf of such
Participant to this defined contribution plan of the Employer shall be reduced
to the extent necessary to prevent the sum of the defined contribution plan
fraction and the defined benefit plan fraction from exceeding 1.0. The
Employer's contribution on behalf of such Participant to this Plan may be
reallocated to other Participants under Article V of this Plan to the extent
necessary to prevent the sum of the defined contribution plan fraction and the
defined benefit Plan fraction from exceeding 1.0. If any amount cannot be
allocated or reallocated without exceeding the limits provided in this Article,
such amount may be allocated to the suspense Account established under Article V
of this Plan and allocated to the Participants in accordance with the provisions
of Article V of this Plan. For purposes of this section the limitation year
shall be the Plan Year.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 16
January 01, 2000
(b) Defined Benefit Plan Fraction. The defined benefit plan fraction
is a fraction the numerator of which is the projected annual benefit of the
Participant under the Plan (determined as of the close of the year) and the
denominator of which is the lesser of the following amounts determined for such
year and for each prior Year of Service with the Employer: (i) the product of
1.25 times the maximum benefit dollar limitation in effect for the limitation
year; or (ii) the product of 1.4 times 100% of the Participant's average
Compensation for his high three consecutive calendar years.

            (c) Defined Contribution Plan Fraction. The defined contribution
plan fraction is a fraction the numerator of which is the sum of the annual
additions to the Participant's Account under all defined contribution Plans of
the Employer as of the close of the limitation year and the denominator of which
is the sum of the lesser of the following amounts determined for such year and
for each prior Year of Service with the Employer: (i) the product is 1.25 times
the dollar limitations in effect under Code Section 415(c)(1)(A) for the
limitation year (without regard to Code Section 415(c)(6)); or (ii) the product
of 1.4 times an amount equal to 25% of the Participant's Compensation for the
limitation year.

            (d) Transition Rules. The Plan Committee, in its discretion, may
elect to use the transition rules for calculating the defined contribution plan
fraction as provided in Code Sections 415(e)(4) and 415(e)(6).

            (e) Limitation Years Beginning After December 31, 1999. This Section
4.9 shall not apply to any limitation year beginning after December 31, 1999.

    Section 4.10 Top Heavy Plan Provisions. (a) Plan Years after December 31,
1983. The provisions of this section shall have effect for any Plan Years
beginning after December 31, 1983 in which the Plan is top heavy.

            (b) Minimum Contribution. If no other qualified plan maintained by
the Employer provides the minimum benefit or contribution for Participants as
required under Code Section 416(c) for a year that the plan is top heavy, this
Plan shall provide a minimum allocation (which may include forfeitures otherwise
allocable) for such Plan Year for each Participant who is a non-Key Employee in
an amount equal to at least three percent of such Participant's Compensation for
such Plan Year. Notwithstanding the preceding sentence, the minimum allocation
required under this Section 4.10 shall in no event exceed the percentage of
contributions made under the Plan for such year for the Key Employee for whom
such percentage is the highest for such year. If Employees who are Participants
in this Plan also participate in a defined benefit plan maintained by the
Employer and both plans are top heavy in any year, the Employer may elect to
satisfy the minimum contribution requirements of Code Section 416(c) and the
regulations thereunder by providing a minimum allocation (which may include
forfeitures otherwise allocable) for such Plan Year for each Participant (for
purposes of Code Section 416(c) and the regulations thereunder) who is a non-Key
Employee in an amount equal to at least 5% of such Participant's Compensation
for such Plan Year. For purposes of this Section 4.10, Participants who must be
considered Participants to satisfy the coverage requirements of Code Section
410(b) in accordance with Code Section 401(a)(5) and who have not separated from
service at the end of the Plan Year shall be eligible to share this minimum
contribution including Participants who have failed to complete 1,000 or more
hours of service, who have declined to make mandatory contributions to the Plan
or who have been excluded because such Participant's Compensation is less than a
stated amount. Compensation for purposes of this Section 4.10 shall mean
Compensation as defined in Section

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January 01, 2000
4.8 of this Plan. Elective deferral contributions may not be used to satisfy the
minimum contribution required under this section 4.10. If, in any top-heavy
year, the highest percentage of Employer contributions and forfeitures allocated
to any Key Employee is less than three percent, amounts allocated as a result of
any Key Employee's elective deferrals must be included in determining the
Employer contribution made on behalf of such Key Employees.

            (c) Modification of Plan Fractions. The 1.25 factor in the defined
benefit plan fraction and defined contribution Plan fraction (as such fractions
are defined in the preceding section) shall be reduced to 1.0 for any year that
the Plan is top heavy. If the Plan is super top heavy, the 1.25 factor also
shall be reduced to 1.0 for the Plan Year.

            (d) Maximum Compensation Limitation. The annual Compensation
considered for each Participant for purposes of the Plan for any year that the
Plan is top heavy shall not exceed such Participant's Compensation (as limited
by Code Section 401(a)(17)).

    Section 4.11 Salary Reduction Rules. (a) Election to Reduce Salary. As a
condition of participation, an Employee eligible to participate in this Plan
must elect to reduce his or her Compensation by an amount determined at his or
her discretion (annually not to exceed the lesser of the amount specified for a
given calendar year by the Internal Revenue Service or 10% of Compensation). A
Participant must make this election according to the procedure prescribed by and
on the form provided by the Plan Committee.

            (b) Nondiscriminatory Benefits. All Participants are eligible to
defer identical percentages of their Compensation, regardless of the amount of
such Compensation; provided such percentage does not result in a deferral of
more than the limitation imposed under Code Section 402(g) in any calendar year.
A Participant may assign to this Plan any excess elective deferrals made during
a taxable year of the Participant by notifying the Plan Administrator on or
before the following March 15 of the amount of the excess elective deferrals to
be assigned to the Plan. A Participant is deemed to have notified the Plan
Administrator of any excess elective deferrals that arise taking into account
only those elective deferrals made to this Plan and any other plans of the
Employer. An excess elective deferral is any elective deferral during a calendar
year in excess of the dollar limitation in effect under Code Section 402(g) for
such year. On or before the April 15th following the end of each calendar year,
the Company will distribute excess elective deferrals (plus any allocable income
and minus any allocable loss) to any Participant to whose Account excess
elective deferrals were made or assigned for the preceding year and who claims
excess elective deferrals for such taxable year or who is deemed to have
notified the Plan Administrator of such excess. The income or loss attributable
to excess elective deferrals is the income or loss for the year allocable to the
Participant's elective deferrals multiplied by a fraction, the numerator of
which is the Participant's excess elective deferrals for such year and the
denominator of which is the total Account balance of the Participant
attributable to elective deferrals, without regard to any income or losses
allocable to such elective deferrals for the calendar year. Alternatively, in
the discretion of the Committee, income allocable to the Participant's excess
elective deferrals may be determined under any reasonable method used by the
Plan for allocating income on Plan assets.

            (c) Limit on Actual Deferral Percentage. The Actual Deferral
Percentage for Participants who are Highly Compensated Employees for each Plan
Year and the Actual Deferral Percentage for Participants who are Non-Highly
Compensated Employees for the same Plan Year must satisfy one of the following
tests:

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January 01, 2000
(i)    The Actual Deferral Percentage for the Plan Year for
                         Participants who are Highly Compensated Employees may
                         not exceed the Actual Deferral Percentage for the
                         preceding Plan Year for Participants who are Non-Highly
                         Compensated Employees multiplied by 1.25 times; or

                  (ii)   The Actual Deferral Percentage for the Plan Year for
                         Participants who are Highly Compensated Employees may
                         not exceed the Actual Deferral Percentage for the
                         preceding Plan Year for Participants who are Non-Highly
                         Compensated Employees multiplied by 2.0, provided that
                         the Actual Deferral Percentage for the Plan Year for
                         Participants who are Highly Compensated Employees does
                         not exceed the Actual Deferral Percentage for the
                         preceding Plan Year for Participants who are Non-Highly
                         Compensated Employees by more than two percentage
                         points.

                         The following rules regarding the Actual Deferral
Percentage will apply:

                  (i)    The Actual Deferral Percentage for the Plan Year for
                         any Highly Compensated Employee who is eligible to have
                         elective deferrals (and qualified non-elective
                         contributions or qualified matching contributions, or
                         both, if such contributions are treated as elective
                         deferrals for purposes of the Actual Deferral
                         Percentage test) allocated to his or her Account under
                         two or more arrangements described in Code Section
                         401(k) that are maintained by the Company will be
                         determined as if such elective deferrals (and, if
                         applicable, such qualified non-elective contributions
                         or qualified matching contributions, or both) were made
                         under a single arrangement. If a Highly Compensated
                         Employee participates in two or more cash or deferred
                         arrangements that have different Plan Years, all cash
                         or deferred arrangements ending with or within the same
                         calendar year will be treated as a single arrangement;

                  (ii)   In the event that this Plan satisfies the requirements
                         of Code Sections 401(k), 401(a)(4), or 410(b) only if
                         aggregated with one or more other plans, or if one or
                         more other plans satisfy the requirements of such Code
                         Sections only if aggregated with this Plan, then this
                         section will be applied by determining the Actual
                         Deferral Percentage of Participants as if all such
                         plans were a single plan. Plans may be aggregated in
                         order to satisfy Code Section 401(k) only if they have
                         the same Plan Year;

                  (iii)  For purposes of determining the Actual Deferral
                         Percentage, elective deferrals, qualified non-elective
                         contributions, and qualified matching contributions
                         must be made before the last day of the twelve-month
                         period immediately following the Plan Year to which
                         such contributions relate; and

                  (iv)   The Company will maintain records sufficient to
                         demonstrate satisfaction of the Actual Deferral
                         Percentage test and the amount of qualified
                         non-elective contributions or qualified matching
                         contributions, or both, used in such test.

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January 01, 2000
(d) Nonforfeitability of Elective Contributions. All elective
deferral contributions made on behalf of Participants to this Plan are vested
immediately. Such elective deferrals are nonforfeitable at all times.

            (e) Distributions Restriction. Elective deferrals shall be subject
to the restrictions on withdrawals under Section 7.6 of this Plan.

            (f) Definitions.

                  (i)    The "Actual Deferral Percentage" for a specified group
                         of Participants for a Plan Year is the average of the
                         ratios (calculated separately for each Participant in
                         such group) of the amount of deferrals made under the
                         Plan on behalf of each such Participant for the Plan
                         Year to the Participant's Compensation for the entire
                         Plan Year (whether or not the Participant was a
                         Participant for the entire Plan Year) or for the
                         portion of such Plan Year during which the Employee was
                         a Participant, as determined by the Company for such
                         Plan Year so long as such determination is applied
                         uniformly to Participants under the Plan for such Plan
                         Year. Deferrals on behalf of any Participant include
                         [A] any elective deferrals made pursuant to the
                         Participant's deferral election, including excess
                         elective deferrals, but excluding elective deferrals
                         that are taken into account in the Average Contribution
                         Percentage test (provided the Actual Deferral
                         Percentage test is satisfied both with and without
                         exclusion of these elective deferrals); and [B] in the
                         discretion of the Company, all qualified non-elective
                         contributions or such qualified non-elective
                         contributions as are necessary to meet the Actual
                         Deferral Percentage test and all qualified matching
                         contributions or such qualified matching contributions
                         as are necessary to meet the Actual Deferral Percentage
                         test. For purposes of computing Actual Deferral
                         Percentages, an Employee who would be a Participant but
                         for the failure to make elective deferrals will be
                         treated as a Participant on whose behalf no elective
                         deferrals are made.

                  (ii)   "Elective Deferrals" means any Company contributions
                         made to the Plan at the election of the Participant in
                         lieu of cash compensation, including contributions made
                         pursuant to a elective deferral agreement or other
                         deferral arrangement. A Participant's elective
                         deferrals in any calendar year are the sum of all
                         Company contributions made on behalf of such
                         Participant pursuant to an election to defer under any
                         arrangement described in Code Section 401(k), any
                         simplified employee pension cash or deferred
                         arrangement described in Code Section 402(h)(1)(B), any
                         eligible deferred compensation plan under Code Section
                         457, any plan as described in Code Section 501(c)(18),
                         and any Company contributions made on behalf of a
                         Participant pursuant to a elective deferral agreement
                         for the purchase of an annuity contract under Code
                         Section 403(b).

                 (iii)   "Participant" for purposes of this Section 4.11 only
                         includes all Employees eligible to participate in this
                         Plan even if not electing to do so.

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January 01, 2000
(iv)   "Compensation" for purposes of this Section 4.11 means
                         only Compensation as defined in Section 2.1(ix) of this
                         Plan prior to any elective deferrals under Section 4.1
                         of this Plan.

            (g) Distribution of Excess Contributions. An excess contribution is
the excess, in any Plan Year, of the aggregate amount of contributions actually
taken into account in determining the Actual Deferral Percentage for Highly
Compensated Employees over the maximum amount of such contributions permitted by
the Actual Deferral Percentage test, determined by reducing contributions made
on behalf of Highly Compensated Employees beginning with the Highly Compensated
Employee with the highest amount of elective deferrals for such Plan Year. In
the event that excess contributions are made for any Plan Year, the Committee
will distribute the excess contributions in accordance with this paragraph. On
or before the 15th day of the third month following the end of each Plan Year,
but in no event later than the close of the following Plan Year, each Highly
Compensated Employee will have his or her portion of the excess contribution,
adjusted for any income or loss allocable to such portion, distributed to him.
The income or loss attributable to excess contributions is the income or loss
for the Plan Year allocable to the Participant's elective deferral Account (and,
if applicable, the qualified non-elective contribution Account or the qualified
matching contribution Account, or both) multiplied by a fraction, the numerator
of which is the Participant's excess contributions for the Plan Year and the
denominator of which is the Participant's Account balance attributable to
elective deferrals (and qualified non-elective contributions or qualified
matching contributions, or both, if any such contributions are taken into
account in determining the actual deferral percentage), without regard to any
income or losses allocable to such contributions for the Plan Year.
Alternatively, in the discretion of the Committee, income allocable to the
Participant's excess contributions may be determined under any reasonable method
used by the Plan for allocating income on Plan assets. Excess contributions will
be distributed from the Participant's elective deferral Account and qualified
matching contributions Account, if applicable, in proportion to the
Participant's elective deferrals and qualified matching contributions (to the
extent used in the actual deferral percentage test) for the Plan Year. Excess
contributions will be distributed from the Participant's qualified non-elective
contribution Account only to the extent that such excess contributions exceed
the balance in the Participant's elective deferral Account and qualified
matching contributions account. If excess contributions are not distributed by
the 15th day of the third month following the end of the Plan Year in which such
excess contributions arose, a ten percent excise tax will be imposed on the
Company with respect to such excess contributions. Matching contributions
attributable to excess contributions that are distributed to a Participant shall
be forfeited as of the distribution date of the excess contribution.

    Section 4.12 Nondiscrimination Rules for Voluntary Contributions and
Employer Contributions. (a) Limit on Average Contribution Percentage. The
Average Contribution Percentage for Participants who are Highly Compensated
Employees for each Plan Year and the Average Contribution Percentage for
Participants who are Non-Highly Compensated Employees for the same Plan Year
must satisfy one of the following tests:

                  (i)    The Average Contribution Percentage for the Plan Year
                         for Participants who are Highly Compensated Employees
                         may not exceed the Average Contribution Percentage for
                         the preceding Plan Year [need confirmation] for
                         Participants who are Non-Highly Compensated Employees
                         multiplied by 1.25 times; or

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January 01, 2000
(ii)   The Average Contribution Percentage for the Plan Year
                         for Participants who are Highly Compensated Employees
                         may not exceed the Average Contribution Percentage for
                         the preceding Plan Year for Participants who are
                         Non-Highly Compensated Employees multiplied by 2.0,
                         provided that the Average Contribution Percentage for
                         the Plan Year for Participants who are Highly
                         Compensated Employees does not exceed the Average
                         Contribution Percentage for the preceding Plan Year for
                         Participants who are Non-Highly Compensated Employees
                         by more than two percentage points.

                  (i)    Multiple Use: If one or more Highly Compensated
                         Employees participate in both a cash or deferred
                         arrangement and a plan subject to the Average
                         Contribution Percentage test maintained by the Company
                         and the sum of the Actual Deferral Percentage and
                         Average Contribution Percentage of those Highly
                         Compensated Employees subject to either or both tests
                         exceeds the Aggregate Limit, then the Average
                         Contribution Percentage of those Highly Compensated
                         Employees who also participate in a cash or deferred
                         arrangement will be reduced (beginning with such Highly
                         Compensated Employee with the highest amount of such
                         contributions for such Plan Years) so that the
                         Aggregate Limit is not exceeded. The amount by which
                         each Highly Compensated Employee's contribution amount
                         is reduced will be treated as an excess aggregate
                         contribution. The Actual Deferral Percentage and
                         Average Contribution Percentage of the Highly
                         Compensated Employees are determined after any
                         corrections required to meet the Actual Deferral
                         Percentage and Average Contribution Percentage tests.
                         Multiple use does not occur if both the Actual Deferral
                         Percentage and the Average Contribution Percentage of
                         the Highly Compensated Employees do not exceed 1.25
                         times the Actual Deferral Percentage and Average
                         Contribution Percentage of the Non-Highly Compensated
                         Employees;

                  (ii)   The Average Contribution Percentage for the Plan Year
                         for any Highly Compensated Employee who is eligible to
                         have contribution percentage amounts allocated to his
                         or her Account under two or more arrangements described
                         in Code Section 401(k) that are maintained by the
                         Company will be determined as if such contribution
                         percentage amounts were made under a single
                         arrangement. If a Highly Compensated Employee
                         participates in two or more cash or deferred
                         arrangements that have different Plan Years, all cash
                         or deferred arrangements ending with or within the same
                         calendar year will be treated as a single arrangement;

                  (iii)  In the event that this Plan satisfies the requirements
                         of Code Sections 401(m), 401(a)(4), or 410(b) only if
                         aggregated with one or more other plans, or if one or
                         more other plans satisfy the requirements of such Code
                         Sections only if aggregated with this Plan, then this
                         section will be applied by determining the contribution
                         percentage of Participants as if all such plans were a
                         single plan. Plans may be aggregated in order to
                         satisfy Code Section 401(m) only if they have the same
                         Plan Year;

                  (iv)   For purposes of determining the Average Contribution
                         Percentage test, Participant contributions are
                         considered to have been made in the Plan Year

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 22
January 01, 2000
in which contributed to the Trust. Matching
                         contributions and qualified non-elective contributions
                         will be considered made for a Plan Year if made no
                         later than the end of the twelve-month period beginning
                         on the day after the close of the Plan Year. A matching
                         contribution (including a qualified matching
                         contribution) that is forfeited to correct excess
                         contributions, or because it is attributable to an
                         excess contribution or excess deferral will not be
                         taken into account for purposes of determining the
                         contribution percentage test; and

                  (v)    The Company will maintain records sufficient to
                         demonstrate satisfaction of the Average Contribution
                         Percentage test and the amount of qualified
                         non-elective contributions or qualified matching
                         contributions, or both, used in such test.

                  (vi)   An excess aggregate contribution is the excess, in any
                         Plan Year, of the aggregate contribution percentage
                         amounts taken into account in determining the numerator
                         of the average contribution percentage actually made on
                         behalf of Highly Compensated Employees over the maximum
                         contribution percentage amounts permitted by the
                         average contribution percentage test, determined by
                         reducing contributions made on behalf of Highly
                         Compensated Employees beginning with the Highly
                         Compensated Employee with the highest contribution
                         percentage. In the event that excess aggregate
                         contributions are made for any Plan Year, the Committee
                         will distribute the excess aggregate contributions in
                         the same manner as excess contributions are
                         distributed, as provided above. Income and losses
                         attributable to excess aggregate contributions will be
                         determined and distributed along with the excess
                         aggregate contributions in the manner provided above.

                  (vii)  In lieu of distributing excess contributions as
                         provided above or excess aggregate contributions as
                         provided above, the Company, in its discretion, may
                         make qualified non-elective contributions on behalf of
                         all Participants or all Participants who are non-Highly
                         Compensated Employees, in the Company's discretion,
                         that are sufficient to satisfy either the actual
                         deferral percentage test or the average contribution
                         percentage test, or both, pursuant to regulations under
                         the Code. "Qualified non-elective contributions" means
                         contributions (other than matching contributions or
                         qualified matching contributions) made by the Company
                         and allocated to Participants' Accounts that the
                         Participants may not elect to receive in cash until
                         distributed from the Plan, that are nonforfeitable when
                         made, and that are distributable only in accordance
                         with the distribution provisions that are applicable to
                         elective deferrals and qualified matching
                         contributions.

            (b)   Definitions.

                  (i)    The "Average Contribution Percentage" for a specified
                         group of Participants for a Plan Year is the average of
                         the ratios (calculated separately for each Participant
                         in such group) of the sum of the Participant
                         contributions, matching contributions, and qualified
                         matching contributions (to the extent such
                         contributions are not taken into account for purposes
                         of the actual

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 23
January 01, 2000
deferral percentage test) made on behalf of the
                         Participant for the Plan Year to the Participant's
                         Compensation for the entire Plan Year (whether or not
                         the Participant was a Participant for the entire Plan
                         Year) or for the portion of the Plan Year during which
                         the Employee was a Participant in the Plan, as
                         determined by the Company for such Plan Year so long as
                         such determination is applied uniformly to all
                         Participants under the Plan for such Plan Year.
                         Matching and qualified matching contributions on behalf
                         of any Participant in any Plan Year include [A] in the
                         discretion of the Company, all qualified non-elective
                         contributions or such qualified non-elective
                         contributions, as are necessary to meet the average
                         contribution percentage test; and [B] in the discretion
                         of the Company, all elective deferrals made pursuant to
                         the Participant's deferral election or such elective
                         deferrals as are necessary to meet the average
                         contribution percentage test (provided that the actual
                         deferral percentage test is satisfied both with and
                         without the exclusion of these elective deferrals).
                         Such contribution percentage amounts shall not include
                         matching contributions that are forfeited either to
                         correct excess aggregate contributions or because the
                         contributions to which they relate are excess
                         deferrals, excess contributions or excess aggregate
                         contributions.

                  (ii)   "Aggregate Limit" means the greater of:

                         (A)   the sum of [i] 1.25 times the greater of the
                               Actual Deferral Percentage of Non-Highly
                               Compensated Employees for the Plan Year or the
                               Average Contribution Percentage of Non-Highly
                               Compensated Employees for the Plan Year beginning
                               with or within the Plan Year of the cash or
                               deferred arrangement; and [ii] the lesser of two
                               times or two plus the lesser of such Actual
                               Deferral Percentage or Average Contribution
                               Percentage; or

                         (B)   the sum of [i] 1.25 times the lesser of the
                               Actual Deferral Percentage of Non-Highly
                               Compensated Employees for the Plan Year or the
                               Average Contribution Percentage of Non-Highly
                               Compensated Employees for the Plan Year beginning
                               with or within the Plan Year of the cash or
                               deferred arrangement; and [ii] the lesser of two
                               times or two plus the greater of such Actual
                               Deferral Percentage or Average Contribution
                               Percentage.

                  (iii)  "Compensation" for purposes of this Section 4.12 only,
                         will mean compensation as defined in Code Section
                         2.1(ix) of this Plan prior to any elective deferrals
                         under Section 4.1 of this Plan.

                  (iv)   "Participant Contribution" means any contribution made
                         to the Plan by or on behalf of a Participant that is
                         included in the Participant's gross income in the year
                         in which made and that is maintained under a separate
                         Account to which earnings and losses are allocated.

                  (v)    "Matching Contribution" means a Company contribution
                         made to this or any other defined contribution plan on
                         behalf of a Participant on account of a

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
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January 01, 2000
Participant contribution made by such Participant, or
                         on account of a Participant's elective deferral, under
                         a Plan maintained by the Company.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 25
January 01, 2000
ARTICLE V

                DETERMINATION AND VESTING OF PARTICIPANT ACCOUNTS

    Section 5.1 Determination of Participants' Accounts. (a) Allocation of
Contributions. As of the last day of each calendar quarter the Plan Committee
shall allocate to the Account of each Participant (including a Participant who
terminates employment during the quarter) any amounts contributed by the
Employer to the Trust on behalf of such Participant under Section 4.2 of this
Plan for the calendar quarter then ended. Forfeitures under Section 7.3 of this
Plan shall be allocated along with Employer contributions during the first
calendar quarter after the end of the year in which the forfeitures occur. The
maximum allocation under this Section 5.1(a) to any Participant for any Plan
Year shall not exceed 10% of such Participant's Compensation. Voluntary
contributions and elective deferrals under Section 4.1 of this Plan shall be
allocated to the Account of the Participant making such contribution.

            (b) Allocation of Earnings, Losses and Changes in Fair Market Value
of the Net Assets of the Trust Fund; Allocation of Qualifying Employer
Securities. Each class (whether Class A or Class B) of Qualifying Employer
Securities shall be allocated to the Accounts of Participants as of the end of
each biweekly payroll period or as of the end of each calendar quarter after
acquired by the Trust Fund in the ratio that contributions under Section 4.1 of
this Plan made to each Account in the calendar quarter bear to the total
contributions under that Section 4.1 made to all Accounts for the calendar
quarter. Any dividends, cash or stock, paid on Qualifying Employer Securities
shall be allocated along with the Qualifying Employer Securities on which they
are paid. Once Qualifying Employer Securities are allocated to a Participant's
Accounts, any dividends, cash or stock, paid on such allocated securities shall
be allocated directly to such Accounts. Earnings and losses of the Trust Fund
(other than on Qualifying Employer Securities) shall be computed and allocated
to the Participants in the ratio which the total dollar value of the Account
(whether or not vested and excluding Qualifying Employer Securities) of each
Participant in the Trust Fund bears to the aggregate dollar value of the
Accounts (excluding Qualifying Employer Securities) of all Participants as of
the annual computation date. Only Participants in the Plan on the last day of
the Plan Year shall share in the allocation of earnings, losses and changes in
fair market value of the net assets of the Trust Fund (other than Qualifying
Employer Securities) for that year. Losses and declines in value of
Participants' Accounts will not be considered to be a forfeiture.

            (c) Participant Accounts. The Plan Committee shall maintain an
Account for each Participant showing the number of shares allocated to his
Account in the Trust Fund as of the last previous annual computation date
attributable to any contributions made by the Employer, including any Employer
contributions for the year ending on such date. This Account shall be known as
the Employer contributions Account. Separate Accounts also shall be kept,
showing the voluntary and elective deferral contributions of each Participant,
shares allocated, and the earnings, losses and changes in fair market value
thereof. The Plan Committee shall distribute, or cause to be distributed, to
each Participant at least annually a written statement setting forth the value
of such Participant's Accounts as of the last day of the Plan Year, and such
other information as the Plan Committee shall determine. Qualifying Employer
Securities shall be valued at the mean between dealer "bid" and "ask" closing
prices of the stock in the over-the-counter market as reported by the National
Association of Securities Dealers, Inc., or in the "pink sheets" published by
the National Quotation Bureau, Inc. Valuations of Qualifying Employer Securities
that are not readily tradable on an established securities market shall be made
by an independent appraiser.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 26
January 01, 2000
(d) Valuation Dates. The Valuation Date of the Trust Fund shall be
the last day of each Plan Year, and such other dates as determined by the
Committee, at which time the Plan Committee shall determine the value of the net
assets of the Trust Fund (i.e., the value of all the assets of the Trust Fund at
their then current fair market value, less all liabilities) and the value of
contributions by each Employer and all Participants for such year.

            (e) Computation Dates. The Plan Committee shall compute the value of
each Participant's Account annually on the last day of each Plan Year and shall
base such computations on the valuation of the assets in the Trust Fund on the
Valuation Date coincident with such date. Upon direct distribution under Section
7.2(a) of this Plan, the Plan Committee shall make a special computation by
which it shall adjust the value of such Participant's Account to reflect the
values determined as of the most recent Quarterly Anniversary Date prior to the
occurrence of such direct distribution. The value of his Account as so adjusted
shall be the amount which the Plan Committee shall use in determining the amount
which shall be distributable to such Participants. The Plan Committee shall be
under no obligation to compute the value of any Participant's Account more than
once annually, unless an event occurs which requires the direct distribution of
any part of a Participant's Account, in which case the Plan Committee shall
compute the Account of such Participant as provided above and, in its
discretion, may compute the Account of each Participant. To the extent
Qualifying Employer Securities have been allocated to the Account of any
Participant, the Plan Committee may distribute such Qualifying Employer
Securities in kind without a special computation of value.

            (f) Suspense Account for Unallocated Amounts. If the amount to be
allocated to any Participant's Account would exceed the contribution limitations
of Sections 4.8 or 4.9 of this Plan, a separate suspense Account shall be
established to hold such unallocated amounts for any year or years provided
that: (i) no Employer contributions may be made at any time when their
allocations would be precluded by Section 415 of the Code; (ii) investment gains
and losses and other income are not allocated to the suspense Account; and (iii)
the amounts in the suspense Account are allocated under Section 5.1(a) of this
Plan as of each allocation date on which such amounts may be allocated until the
suspense Account is exhausted. In the event of Plan termination, the balance of
such suspense Account may revert to the Company, subject to regulations
governing such reversion.

    Section 5.2 Vesting of Participants' Accounts. (a) General Rules. If any
Participant reaches his Normal Retirement Age, dies, or suffers Total Disability
while a Participant, his entire Account shall become fully vested without regard
to the number of years of service such Participant has had with the Employer.
Any Account whether vested or forfeitable shall become payable to a Participant
or his beneficiaries only to the extent provided in this Plan. A Participant or
former Participant who has designated a Beneficiary and who dies shall cease to
have any interest in this Plan or in his Account, and his Beneficiary shall
become entitled to distribution of the Participant's Account under this Plan and
not as a result of any transfer of the interest or Account. A Participant's
Account attributable to his own contributions or attributable to a rollover
contribution shall be fully vested at all times.

            (b) Vesting Schedule. A Participant shall have a vested interest in
the portion of his Account attributable to Employer contributions, in accordance
with the following schedule:

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 27
January 01, 2000
Percentage of Account
             Years of Service              Which is Vested
         --------------------------     ---------------------
         Fewer than 1                            0
         1 or more but fewer than 2             20
         2 or more but fewer than 3             30
         3 or more but fewer than 4             45
         4 or more but fewer than 5             60
         5 or more but fewer than 6             80
         6 or more                             100

    Section 5.3 Full Vesting Upon Termination or Partial Termination of Plan or
Upon Complete Discontinuance of Employer Contributions. Upon the termination or
partial termination of this Plan or upon complete discontinuance of Employer
contributions, the Accounts of all Participants affected, as of the date such
termination, partial termination, or complete discontinuance of Employer
contributions occurred, shall be fully vested.

    Section 5.4 Service Included in Determination of Vested Accounts. All years
of service with the Company and any Associated Company shall be included for the
purpose of determining a Participant's vested Account under Section 5.2 of this
Plan, except years of service excluded by reason of a Break in Service under
Section 5.5 of this Plan.

    Section 5.5 Effect of Break in Service on Vesting. With respect to a
Participant who has five or more consecutive one-year breaks in service, years
of service after such Break in Service shall not be taken into account for
purposes of computing the Participant's vested Account balance attributable to
Employer contributions made before such five or more year period.

    Section 5.6 Effect of Certain Distributions. (a) Participant Contributions.
The provisions of this Section 5.6 shall not apply to any Participant
contributions (including elective deferrals) or rollover contributions.

            (b) Repayment of Distribution. A Participant who terminates
participation for any reason other than retirement, disability, or death while
any portion of his Account in the Trust Fund is forfeitable and who receives a
distribution of his vested Account attributable to Employer contributions shall
have the right to pay back such distribution to the Plan. Such repayment may be
made (i) only if the Participant has returned to the employ of the Company or
any Associated Company, and (ii) before the earlier of the date which is five
years after the date the Participant is re-employed by the Employer, or the date
on which the Participant experiences any five consecutive one-year breaks in
service commencing after the distribution. Repayment of a Participant's Account
attributable to his elective deferral contributions, if any, shall not be
permitted under this Section 5.6. A Participant who desires to make repayment of
a distribution under this Section 5.6(b) shall make repayment directly to the
Plan Committee. If a Participant repays a distribution under this section, the
value of his Account shall be the amount of his Account prior to distribution,
unadjusted for any subsequent gains or losses. The amount of the Participant's
Account that was forfeited previously shall be restored from one or more of the
following sources, at the discretion of the Plan Committee: income or gain to
the Plan, forfeitures or Employer contributions.

            (c) Forfeiture of Account When Repayment of Distribution Is Not
Made. If distribution is made to a Participant and he does not repay such
distribution under the terms of Section 5.6(b) of this Plan when the time limit
for repayment expires under Section 5.6(b) above,

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 28
January 01, 2000
the Participant shall forfeit the entire portion of his nonvested Account (as
adjusted for gains and losses) which was not distributed to him. The Account
shall be unadjusted for any increase in vesting for service completed during the
repayment period.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 29
January 01, 2000
ARTICLE VI

                   RETIREMENT DATE, DESIGNATION OF BENEFICIARY

    Section 6.1 Normal Retirement Date. On the last date of the quarter in which
a Participant attains his Normal Retirement Age, for purposes of this Plan he
shall be entitled to retire voluntarily. The Employer may continue to employ a
Participant after he has attained his Normal Retirement Age with the consent of
such Participant. At any time thereafter such Participant may retire. Until
retirement, a Participant shall continue to participate in the Plan unless he
elects otherwise. A Participant who has completed 10 years of service with any
Employer or combination of Employers may elect to retire for purposes of this
Plan on the last day of any quarter during the 5-1/2 years prior to his Normal
Retirement Age upon application to and approval by the Plan Committee. In no
event may a Participant receive a distribution attributable to Employer
contributions prior to termination of the Participant's employment except upon
retirement for purposes of this Plan.

    Section 6.2 Designation of Beneficiary. A Participant's full vested Account
balance shall be payable upon the death of the Participant, to the Participant's
surviving spouse or to his designated Beneficiary if there is no surviving
spouse or if the spouse consents to such Beneficiary designation in writing.
This spousal consent shall acknowledge the effect of such consent and shall be
witnessed by a Plan Committee member or a notary public. If there is no
surviving spouse or in the case of a spousal election not to receive the
Account, a Participant shall designate a Beneficiary to receive his Account in
the Trust Fund upon his death on the form prescribed by and delivered to the
Plan Committee. The Participant shall have the right to change or revoke a
designation at any time by filing a new designation or notice of revocation with
the Plan Administrator. No notice to any Beneficiary other than the spouse nor
consent by any Beneficiary other than the spouse shall be required to effect any
change of designation or revocation. If a Participant fails to designate a
Beneficiary before his death, or if no designated Beneficiary survives the
Participant, the Plan Committee shall direct the Trustee to pay his Account in
the Trust Fund to his surviving spouse, or if none, to his personal
representative. If no personal representative has been appointed actual notice
of such is given to the Plan Committee within 60 days after the Participant's
death, and if his Account does not exceed $5,000, the Plan Committee may direct
the Trustee to pay his Account to such person as may be entitled to it under the
laws of the state where such Participant resided at the date of his death. In
such case, the Plan Committee may require such proof of right or identity from
such person as the Plan Committee may deem necessary.

    Section 6.3 Participant or Beneficiary Whose Whereabouts Are Unknown. In the
case of any Participant or Beneficiary whose whereabouts are unknown, the Plan
Committee shall notify such Participant or Beneficiary at his last known address
by certified mail with return receipt requested advising him of his right to a
pending distribution. If the Participant or Beneficiary cannot be located in
this manner, the Plan Committee shall direct the Trustee to establish a
custodial Account for such Participant or Beneficiary for the purpose of holding
the Participant's Account until it is claimed by the Participant or Beneficiary
or until proof of death satisfactory to the Plan Committee is received by the
Plan Committee. If such proof of death is received, the Plan Committee shall
direct the Trustee to distribute the Participant's Account in accordance with
the provisions of Section 6.2 of this Plan. Any Trustee fees or other
administrative expenses attributable to a custodial Account established and
maintained under this section shall be charged against such Account.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 30
January 01, 2000
ARTICLE VII

                          DISTRIBUTION FROM TRUST FUND

    Section 7.1 When Accounts Become Distributable and Effect of Distribution.
If a Participant dies, suffers Total Disability, retires, or terminates his
employment for any other reason, the portion of this vested Account attributable
to Employer contributions, to Participant contributions, and to any rollover
contributions shall be distributable under Section 7.2 of this Plan. When the
Participant's Account becomes distributable, such Participant shall cease to
have any further interest or participation in the Trust Fund or any subsequent
accruals or contributions to the Trust Fund except as provided below: (i) a
Participant shall retain the right to receive distribution of his Account as
determined at the last prior regular computation or upon the special computation
as determined under Section 5.1 of this Plan; and (ii) except as provided in
Section 5.1 of this Plan, a Participant who makes contributions during any
quarter shall retain the right to receive his share in the Employer's
contribution allocated to his Account for such quarter.

    Section 7.2 Distribution of Account. (a) Notification of Trustee and Nature
of Distribution. As soon as administratively feasible after a Participant's
vested Account is distributable, the Plan Committee shall notify the Trustee in
writing of the Participant's name and address, the amount of his vested Account
which is distributable, the reason for its being distributable and the
permissible manner of distribution. A Participant's Account shall be distributed
in cash or Qualifying Employer Securities at the election of the Participant,
provided that Qualifying Employer Securities shall be distributed to a
Participant who makes a written demand for such to the Plan Committee. Cash
always may be distributed in lieu of fractional shares.

            (b) Distribution Upon Retirement and Upon Total Disability. Except
as provided in Section 7.5, if a Participant's Account becomes distributable
upon his Termination of Employment with the Employer because such Participant
has attained retirement age or because of his Total Disability, the Trustee
shall pay such Participant's Account as soon as administratively feasible
following the Participant's Termination of Employment in (i) one lump sum
distribution, or (ii) substantially equal annual installments over a period not
to exceed five years. If he dies before receiving all of his vested Account, the
remaining installments shall be paid to his Beneficiary under this Section 7.2.
Any payments received as disability benefits under this Plan are intended to
qualify as distribution from an accident and health Plan as described in the
Code.

            (c) Distribution Upon Death. Except as provided in Section 7.5, if a
Participant's Account becomes distributable because of his death, his
Beneficiary may elect to receive such Participant's Account, commencing as soon
as administratively feasible following the Participant's death in (i) one lump
sum distribution, or (ii) substantially equal annual installments over a period
not to exceed five years. If the Beneficiary dies before receiving all of the
Participant's vested Account, the remaining payments shall be made to the
contingent Beneficiary, if any. If the Participant has not designated a
Beneficiary, or if he has designated a Beneficiary who dies and the Participant
has not designated a contingent Beneficiary, the Participant's vested Account,
or the undistributed portion of it, shall be paid in a lump sum under Section
6.2 of this Plan.

            (d) Distribution Upon Other Termination of Employment. Except as
provided in Section 7.5, if a Participant's Account becomes distributable upon
his Termination of Employment for any reason other than attainment of retirement
age, disability, or death, the Trustee shall pay such Participant's Account to
the Participant, in one lump sum distribution as

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 31
January 01, 2000
soon as administratively feasible following Participant's Termination of
Employment and election to receive a distribution in accordance with Section
7.2(f). The vested Account of a Participant who has satisfied the years of
service requirement for early retirement under Section 6.1 of this Plan, but who
terminates employment prior to the early retirement age may be distributed, at
the option of the Participant, as soon as administratively feasible following
the date on which the Participant attains early retirement age, if such date is
earlier than the date on which this Account otherwise would be distributable. If
the Participant dies prior to receiving all of his vested Account, the remainder
shall be distributed to his Beneficiary under this Section 7.2.

            (e)   Distribution for Rollover Transactions and Eligible Rollover
                  Distributions.

                  (i)    Notwithstanding any other provision of this Section
                         7.2, a Participant whose Account becomes distributable
                         may request that the Plan Committee direct the Trustee
                         to distribute the entirety of the Participant's vested
                         Account in a single payment to the Participant for the
                         purpose of transferring such Account upon Termination
                         of Employment to another plan in a rollover
                         transaction. A Participant may not rollover the portion
                         of his Account considered contributed by the
                         Participant, which includes all Participant
                         contributions other than elective deferrals. A rollover
                         contribution may include all or any portion of any
                         prior rollover contributions, any earnings, losses, and
                         changes in the fair market value of the portion of a
                         Participant's Account attributable to his own
                         contributions and the portion of a Participant's vested
                         Account attributable to elective deferrals and Employer
                         contributions. The Participant shall make such rollover
                         request in writing and shall provide such information
                         to the Plan Committee as the Plan Committee requests,
                         including the name of the plan to which his interest is
                         to be transferred and the name and address of the
                         sponsor and the Trustee of the new plan, when
                         applicable.

                  (ii)   Notwithstanding any provision of the Plan to the
                         contrary that otherwise would limit a Participant's
                         distribution election under this Article, a Participant
                         may elect, at the time and in the manner prescribed by
                         the Plan Committee, to have any portion of an eligible
                         rollover distribution paid directly to an eligible
                         retirement plan specified by the Participant in a
                         direct rollover. An eligible rollover distribution is
                         any distribution of all or any portion of the balance
                         to the credit of the Participant, except that an
                         eligible rollover distribution does not include (A) any
                         distribution that is one of a series of substantially
                         equal periodic payments (not less frequently than
                         annually) made for the life (or life expectancy) of the
                         distributee or the joint lives (or joint life
                         expectancies) of the distributee and the distributee's
                         designated beneficiary, or for a specified period of
                         ten years or more; (B) any distribution to the extent
                         such distribution is required under Code Section
                         401(a)(9); and (C) the portion of any distribution that
                         is not includible in gross income (determined without
                         regard to the exclusion for net unrealized appreciation
                         with respect to employer securities). An eligible
                         retirement plan is an individual retirement account
                         described in Code Section 408(a), an individual
                         retirement annuity described in Code Section 408(b), an
                         annuity plan described in Code Section 403(a), or a
                         qualified trust described in Code Section 401(a), that
                         accepts the distributee's eligible rollover

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 32
January 01, 2000
distribution. However, in the case of an eligible
                         rollover distribution to a surviving spouse, an
                         eligible retirement plan is an individual retirement
                         account or individual retirement annuity. A distributee
                         includes an Employee or former Employee. In addition,
                         the Employee's or former Employee's surviving spouse
                         and the Employee's or former Employee's spouse or
                         former spouse who is the alternate payee under a
                         qualified domestic relations order, as defined in Code
                         Section 414(p), are distributees with regard to the
                         interest of the spouse or former spouse. A direct
                         rollover is a payment by the Plan to the eligible
                         retirement plan specified by the distributee. The
                         Committee may establish procedures for the distribution
                         of eligible rollover distributions, including any
                         limitations on the amount eligible for a rollover
                         distribution, to the extent permitted by law.

            (f) Distribution of a Participant's Contributions. Notwithstanding
any other provision of Section 7.2 of this Plan, but subject to the rules of
Section 7.5 of this Plan; if a Participant terminates employment for any reason,
he shall receive distribution in one lump sum of his Account in the Trust Fund
attributable to Participant contributions and the earnings, losses, and changes
in fair market value of such contributions if he makes written demand for them
upon the Plan Committee. If a Participant so requests, distribution of his
Account attributable to Participant contributions shall be made as soon as
administratively feasible following his election. Any amount attributable to
Participant contributions not distributed under this Section 7.2(f) shall be
distributed along with Employer contributions.

            (g) Optional Forms of Benefits for Transferred Assets.
Notwithstanding any provision of this Plan to the contrary, to the extent that
any optional form of benefit under this Plan permits a distribution prior to the
employee's retirement, death, disability, or severance from employment, and
prior to Plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of section
414(1) of the Internal Revenue Code, to this Plan from a money purchase pension
plan qualified under section 401(a) of the Internal Revenue Code (other than any
portion of those assets and liabilities attributable to voluntary employee
contributions).

    Section 7.3 Disposition of Forfeitable Account on Termination of Employment.
If a Participant's employment is terminated for any reason other than
retirement, death, or Total Disability, while any part of his Account in the
Trust Fund is forfeitable, then that portion of his Account which is forfeitable
shall be forfeited by him on the earlier of the date the Participant receives
distribution or the date which he experiences five consecutive one-year breaks
in service. If the value of a Participant's vested Account balance is zero upon
the Participant's termination of employment, the Participant will be deemed to
have received a distribution of the vested Account balance immediately upon such
termination of employment. If a Participant who has received a distribution of
less than his or her entire Account upon termination of employment is reemployed
prior to five consecutive one-year breaks in service, the forfeited Account will
be restored from income or gains to the Plan, forfeitures, or Company
contributions, at the discretion of the Plan Committee, if the Participant
repays the distributed amount to the Plan pursuant to section 5.6(b). Any amount
forfeited will remain in the Trust Fund and will be allocated as provided in
Section 5.1 of this Plan.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 33
January 01, 2000
Section 7.4 Assignment of Benefits. (a) General Rules. Except as provided in
this Section 7.4, all amounts payable by the Trustee shall be paid only to the
person entitled to them, and all such payments shall be paid directly to such
person and not to any other person or corporation. Such payments shall not be
subject to the claim of any creditor of a Participant, nor shall such payments
be taken in execution by attachment or garnishment or by any other legal or
equitable proceedings. No person shall have any right to alienate, anticipate,
commute, pledge, encumber, or assign any payments or benefits which he may
expect to receive contingently or otherwise, under this Plan, except the right
to designate a Beneficiary or beneficiaries; provided, that this Section 7.4
shall not affect, restrict, or abridge any right of setoff or lien which the
Trust may have by law.

            (b)   Qualified Domestic Relations Orders.

                  (i)    Section 7.4(a) of this Plan shall not apply with
                         respect to payments in accordance with the requirements
                         of a qualified domestic relations order. A qualified
                         domestic relations order creates or recognizes the
                         existence of an alternate payee's right to, or assigns
                         to an alternate payee the right to, receive all or a
                         portion of the benefits otherwise payable to a
                         Participant under the Plan. A domestic relations order
                         means any judgment, decree, or order (including
                         approval of a property settlement agreement) that
                         relates to the provision of child support, alimony
                         payments, or marital property rights to a spouse,
                         former spouse, child, or other dependent of a
                         Participant, and is made pursuant to a state domestic
                         relations law (including a community property law). To
                         qualify, the domestic relations order must:

                         (A)   Clearly state the name and last known mailing
                               address of the Participant and the name and
                               mailing address of each alternate payee covered
                               by the order;

                         (B)   Clearly state the amount or percentage of the
                               Participant's benefits to be paid by the Plan to
                               each alternate payee, or the manner in which the
                               amount or percentage is to be determined;

                         (C)   Clearly state the number of payments or period to
                               which the order applies;

                         (D)   Identify each Plan to which the order applies;

                         (E)   Not require the Plan to provide any type or form
                               of benefits, or any option, not otherwise
                               provided under the Plan;

                         (F)   Not require the Plan to provide increased
                               benefits (determined on the basis of actuarial
                               value); and

                         (G)   Not require the payment of benefits to an
                               alternate payee that are required to be paid to
                               another alternate payee under another order
                               previously determined to be a qualified domestic
                               relations order.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 34
January 01, 2000
(ii)   In the case of any distribution before a Participant
                         has separated from service, a qualified domestic
                         relations order shall not fail to meet the requirements
                         of Section 7.4(b)(i)(E) of this Plan solely because
                         such order requires that payment of benefits be made to
                         an alternate payee (A) on or after the date the
                         Participant attains the earliest retirement age, (B) as
                         if the Participant had retired on the date on which
                         such payment is to begin under such order, and (C) in
                         any form in which benefits may be paid under the Plan
                         to the Participant (other than in the form of a
                         qualified joint and survivor annuity with respect to
                         the alternate payee and his subsequent spouse). Payment
                         of benefits before Termination of Employment solely by
                         reason of payments to an alternate payee under a
                         qualified domestic relations order shall not be deemed
                         to be a violation of Code Section 401(a) or (k).

            (c)   Definitions.

                  (i)    "Alternate payee" means any spouse, former spouse,
                         child, or other dependent of a Participant who is
                         recognized by a qualified domestic relations order as
                         having a right to receive all, or a portion of, the
                         benefits payable under a Plan with respect to such
                         Participant.

                  (ii)   "Earliest retirement age" means the earlier of:

                         (A)   The date on which the Participant is entitled to
                               a distribution under the Plan; or

                         (B)   The later of the date the Participant attains age
                               50, or the earliest date on which the Participant
                               could begin receiving benefits under the Plan if
                               the Participant had separated from service.

    Section 7.5 Other Rules for Distribution of Fund. (a) Vested Accounts and
Consent to Distribution. No life annuity may be purchased or distributed under
this Plan and no amount (taking into consideration both Employer and Employee
contributions) may be distributed to a Participant prior to age 65 unless the
amount is distributed in a lump sum of $5,000 or less or the Participant
consents in writing to the distribution. Unless the Participant elects
otherwise, distribution must commence not later than 60 days after the end of
the Plan Year in which a Participant attains Normal Retirement Age or actually
retires, whichever is later. Unless otherwise elected by the Participant,
distributions must commence no later than one year after the close of the Plan
Year in which occurs the later of the Participant's Termination of Employment
because of death, disability or Normal Retirement Age, or the fifth Plan Year
following the Participants' separation from service; provided, however, that if
securities held in a Participant's Account were purchased with the proceeds of a
loan that has not been repaid in full, distributions may be delayed until the
end of the Plan Year during which the loan is repaid in full. The Participant's
Account must be distributed over a period not longer than five years or, five
years plus one additional year (but not more than five additional years) for
each $100,000 of Account balance in excess of $500,000.

            (b) Distribution Rules. Notwithstanding any other provisions of this
section, the following distribution rules shall apply (unless a different method
of distribution applies under Section 242(b) of the Tax Equity and Fiscal
Responsibility Act of 1982):

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 35
January 01, 2000
(i)    Before Death. The entire Account of each Participant
                         (A) will be distributed to him not later than the
                         required beginning date; or (B) shall be distributed
                         commencing not later than the required beginning date
                         over (1) the life of the Participant (or the lives of
                         the Participant and his designated Beneficiary), or (2)
                         a period not extending beyond the life expectancy of
                         the Participant (or the life expectancy of the
                         Participant and his designated Beneficiary).

                  (ii)   After Death. If a Participant dies and distribution of
                         his Account has begun in accordance with Section
                         7.5(i)(B) of this Plan, the remaining portion of his
                         Account will be distributed at least as rapidly as
                         under the method of distribution being used under that
                         Section 7.5(i)(B) as of the date of the Participant's
                         death. If a Participant dies before distribution of the
                         Participant's Account has commenced, the entire
                         interest of the Participant will be distributed within
                         five years after the death of the Participant. The
                         preceding sentence shall not apply if any portion of
                         the Participant's Account is payable to or for the
                         benefit of a designated Beneficiary, if such portion
                         will be distributed over the life of the designated
                         Beneficiary, and if such distributions will begin not
                         later than one year after the date of the Participant's
                         death or such later date as the Secretary of the
                         Treasury may prescribe by regulations. If the
                         designated Beneficiary is the surviving spouse of the
                         Participant, the date on which the distributions are
                         required to begin shall not be earlier than the date on
                         which the Participant would have attained age 70-1/2,
                         and if the surviving spouse dies before the
                         distribution to such spouse begins, distributions shall
                         be made as if the surviving spouse were the
                         Participant.

                  (iii)  Life Expectancy. For purposes of this Section 7.5, the
                         life expectancy of an Employee and the Employee's
                         spouse (other than in the case of a life annuity) may
                         be redetermined but not more frequently than annually
                         as determined by the Plan Committee.

                  (iv)   Required Beginning Date. Required Beginning Date means
                         April 1 of the calendar year following the calendar
                         year in which occurs the later of [1] the date the
                         Participant attains age 70 1/2, or [2] the date the
                         Participant retires from employment with the Company.
                         Notwithstanding the above, in the case of a 5% owner of
                         the Company, Required Beginning Date means April 1 of
                         the calendar year following the calendar year in which
                         the Participant attains age 70 1/2.

                         Any Participant (who is not a 5% owner of the Company)
                         attaining age 70 1/2 in years after 1995 may elect by
                         April 1 of the calendar year following the year in
                         which the Participant attained age 70 1/2, (or by
                         December 31, 1997 in the case of a Participant
                         attaining age 70 1/2 in 1996) to defer distributions
                         until the calendar year following the calendar year in
                         which the Participant retires. If no such election is
                         made the Participant will begin receiving distributions
                         by the April 1 of the calendar year following the year
                         in which the Participant

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 36
January 01, 2000
attained age 70 1/2 (or by December 31, 1997 in the
                         case of a Participant attaining age 70 1/2 in 1996).

                         Any Participant attaining age 70 1/2 in years prior to
                         1997 may elect to stop distributions and recommence by
                         the April 1 of the calendar year following the year in
                         which the Participant retires.

                  (v)    Designated Beneficiary. Designated Beneficiary means
                         any individual designated as a Beneficiary by the
                         Participant.

                  (vi)   Treatment of Payments to Children. Under regulations
                         prescribed by the Secretary of the Treasury, any amount
                         paid to a child shall be treated as if it had been paid
                         to the surviving spouse if such amount will become
                         payable to the surviving spouse upon such child
                         reaching majority (or such other designated event
                         permitted under regulations).

                  (vii)  Spouse, Trust for Benefit of Spouse, or Estate As
                         Beneficiary. If distribution prior to a Participant's
                         death has not commenced or has commenced as installment
                         payments from the Trust Fund and if the Participant
                         designates his spouse, a trust for the benefit of his
                         spouse, or his estate as his Beneficiary, the
                         provisions of this subsection shall apply, subject to
                         the limitations in this Section 7.5:

                          (A)  Spouse As Beneficiary. If a Participant
                               designates his spouse as his Beneficiary, upon
                               the death of the Participant the spouse shall
                               elect (1) to receive the entire Account of the
                               Participant in a lump sum distribution, or (2) to
                               receive payment of the Account in installments as
                               provided in Section 7.5(vii)(E) of this Plan. In
                               the absence of an election by the spouse, the
                               Participant's Account shall be distributed to the
                               spouse in a lump sum within a period of time that
                               satisfies the requirements of this section.
                               Notwithstanding any other provisions of this
                               Plan, the spouse at any time may direct the
                               Trustee to distribute all or any part of the
                               Account to the spouse, or may request that the
                               Trustee segregate the Account from the remainder
                               of the Trust Fund and invest it in the manner
                               that the spouse specifies. The Trustee, in its
                               sole discretion, shall determine on a
                               nondiscriminatory basis whether to permit such
                               segregation.

                          (B)  QTIP Trust As Beneficiary. If a Participant
                               designates as his Beneficiary a qualified
                               terminable interest property "QTIP" trust for the
                               benefit of his spouse, upon the death of the
                               Participant the Trustee of the QTIP trust shall
                               elect for the QTIP trust (1) to receive the
                               entire Account of the Participant in a lump sum
                               distribution, or (2) to receive payment of the
                               Account in installments as provided in Section
                               7.5(vii)(E) of this Plan. In the absence of an
                               election by the QTIP Trustee, the Participant's
                               Account shall be distributed to the QTIP trust in
                               a lump sum within a period of time that satisfies
                               the requirements of this Section 7.5.
                               Notwithstanding any other provisions of this
                               Plan, the spouse at any time may direct the
                               Trustee to distribute all or any part

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January 01, 2000
of the Account to the QTIP trust, or may request
                               that the Trustee segregate the Account from the
                               remainder of the Trust Fund and invest it in the
                               manner that the QTIP Trustee specifies. The
                               Trustee, in its sole discretion, shall determine
                               on a nondiscriminatory basis whether to permit
                               such segregation.

                         (C)   General Power of Appointment Trust As
                               Beneficiary. If the Participant designates as his
                               Beneficiary a trust over which his spouse has a
                               general power of appointment, upon the death of
                               the Participant the spouse shall elect (1) for
                               such trust to receive the entire Account of the
                               Participant in a lump sum distribution, or (2)
                               for such trust to receive payment of the Account
                               in installments as provided in Section
                               7.5(vii)(E) of this Plan. In the absence of an
                               election by the spouse, the Participant's Account
                               shall be distributed to such trust in a lump sum
                               within a period of time that satisfies the
                               requirements of this section. Notwithstanding any
                               other provisions of this Plan, the spouse at any
                               time may direct the Trustee to distribute all or
                               any part of the Account to the general power of
                               appointment trust, or may request that the
                               Trustee segregate the Account from the remainder
                               of the Trust Fund and invest it in the manner
                               that the spouse specifies. The Trustee, in its
                               sole discretion, shall determine on a
                               nondiscriminatory basis whether to permit such
                               segregation.

                         (D)   Estate As Beneficiary. If the Participant
                               designates his estate as his Beneficiary with a
                               specific bequest of his income in respect of
                               decedent to his spouse, upon the death of the
                               Participant the personal representative of the
                               Participant (or the successor of the personal
                               representative) shall elect (1) to receive the
                               entire Account of the Participant in a lump sum
                               distribution, or (2) for the spouse to receive
                               payment of the Account in installments as
                               provided in Section 7.5(vii)(E) of this Plan. In
                               the absence of an election by the personal
                               representative (or his successor), the
                               Participant's Account shall be distributed to the
                               personal representative (or his successor) in a
                               lump sum within a time period that satisfies the
                               requirements of this section. Notwithstanding any
                               other provisions of this Plan, the personal
                               representative (or his successor) at any time may
                               direct the Trustee to distribute all or any part
                               of the Account, or may request that the Trustee
                               segregate the Account from the remainder of the
                               Trust Fund and invest it in the manner that the
                               personal representative (or his successor)
                               specifies. The Trustee, in its sole discretion,
                               shall determine on a nondiscriminatory basis
                               whether to permit such segregation.

                         (E)   Installment Distributions. If installment
                               payments of the Participant's Account are elected
                               under this section, the person making the
                               election shall specify the amount of the payments
                               and when they shall be made, provided that
                               payment must be made no less frequently than
                               annually. The total installment payments each
                               year shall equal the greater of (1) all income
                               from the Account, or (2) the minimum permissible
                               annual

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January 01, 2000
payment under this Section 7.5, and shall be
                               limited as provided under Section 7.2(c) of this
                               Plan. If a spouse elects installment payments,
                               such spouse shall determine who shall receive the
                               amounts, if any, payable under such installment
                               election after such spouse's death.

    Section 7.6 Withdrawals. (a) Employer Contributions. Upon completing the
requirements for early retirement provided in Section 6.1 of this Plan, a
Participant may elect to retire for purposes of this Plan and may request
withdrawal from the Trust Fund of all or any portion of his Account attributable
to Employer contributions valued as of the most recent preceding Valuation Date.
If a Participant does make such a withdrawal, he shall not be eligible to
participate in the Plan again and he shall forfeit all income which otherwise
would have been credited to his Account on the last day of the year in which he
makes a withdrawal of Employer contributions. His Account shall be credited or
charged with any realized or unrealized gains or losses on such date as though
no such withdrawal had occurred.

            (b) Voluntary Contributions. At any time a Participant may request
withdrawal of all or any part of his Account attributable to voluntary
contributions. A Participant desiring such a withdrawal shall file a written
request with the Plan Committee at least two weeks before the date on which
withdrawal is to be made. The Participant shall specify the date of withdrawal
in his request which date shall be the end of a calendar quarter and that date
shall be the withdrawal date for all purposes of this Plan whether or not he
actually receives his distribution on that date. The Plan Committee then shall
direct the Trustee to distribute the amount requested to the Participant. The
Trustee shall distribute the withdrawn contributions as soon as reasonably
possible after the withdrawal date. A Participant who makes withdrawal of any
portion of his Account under this Section 7.6(b) may not contribute to the Trust
Fund under Section 4.1 of this Plan until the first calendar quarter commencing
six months after withdrawal is made. Any expenses attributable to any withdrawal
under this Section 7.6(b) shall be charged to the Account of the Participant
requesting the withdrawal. Vested benefits under the Plan may not be forfeited
because a Participant withdraws his voluntary contributions.

            (c) Salary Reductions and Rollover Contributions. A Participant may
withdraw his elective deferral contributions to this Plan (but excluding any
earnings, losses, and changes in fair market value of such contributions in the
case of a hardship withdrawal), as reflected in his Account attributable to
elective deferrals, upon either completing the requirements for early retirement
under Section 6.1 of this Plan or upon serious financial hardship, as defined
below. A Participant may withdraw any Rollover contributions made under Section
4.7 (including any earnings, losses, and changes in fair market value of such
rollover contributions) upon serious financial hardship, as defined below. A
Participant desiring such a withdrawal shall make his request in such form and
manner as the Plan Committee shall prescribe from time to time. If a Participant
makes a withdrawal upon eligibility for early retirement, he shall not be
eligible to participate in the Plan again and shall forfeit all income which
otherwise would have been credited to his Account on the last day of the year in
which he makes withdrawal. A hardship distribution cannot exceed the amount
required to meet the immediate financial need and cannot be reasonably available
to the Participant from other resources. If the Plan Committee determines in
accordance with a uniform and nondiscriminatory policy that serious financial
hardship exists, it may direct the Trustee to distribute the amount requested to
the Participant. Any expenses attributable to the hardship withdrawal shall be
charged to the Account of the Participant requesting the withdrawal. For the
purposes of this Section, a serious financial hardship is defined as an
immediate and heavy financial need of the Participant when such

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January 01, 2000
Participant lacks other available resources. The following are the only
financial needs considered immediate and heavy:

      (i)   Deductible medical expenses (within the meaning of Code Section
            213(d)) of the Participant, the Participant's spouse, children, or
            dependents;

     (ii)   The purchase (excluding mortgage payments) of a principal residence
            for the Participant;

    (iii)   Payment of tuition, and related expenses, for the next twelve months
            of post-secondary education for the Participant, the Participant's
            spouse, children, or dependents;

     (iv)   The need to prevent the eviction of the Participant from, or a
            foreclosure on the mortgage of, the Participant's principal
            residence;

      (v)   Funeral expenses of a family member of the Participant; or

     (vi)   Any other reason deemed to be an immediate and heavy financial need
            by the Secretary of Treasury.

In the case of hardship withdrawal of elective deferrals, a distribution will be
considered as necessary to satisfy an immediate and heavy financial need of the
Participant only if (A) the Participant has obtained all distributions, other
than hardship distributions, and all nontaxable loans available under all Plans
maintained by the Company; (B) in the case of hardship withdrawal of elective
deferrals, all Plans maintained by the Company provide that the Participant's
elective deferrals and Participant contributions will be suspended for twelve
months after the receipt of the hardship distribution; (C) the distribution is
not in excess of the amount necessary to satisfy the immediate and heavy
financial need; and (D) all plans maintained by the Company provide that the
Participant may not make elective deferrals for the Participant's taxable year
immediately following the taxable year of the hardship distribution in excess of
the applicable limit under Code Section 402(g) for such taxable year less the
amount of such Participant's elective deferrals for the taxable year of the
hardship distribution.

Any hardship withdrawal under this section may be made only in a cash lump sum.

            (d) Rollover Contributions. A Participant may withdraw all or any
portion of his or her rollover contributions made to this Plan under section 4.7
upon a serious financial hardship, as defined in section 7.6(c) above; provided,
however, that the Participant's contributions to this Plan will not be suspended
as a result of the hardship withdrawal of the Participant's rollover
contributions and the Participant need not exhaust all other resources prior to
obtaining a hardship withdrawal of such rollover contributions. Any hardship
withdrawal under this section may be made only in a cash lump sum.

    Section 7.7 Put Option. If Qualifying Employer Securities distributed, as
part of the balance to the credit of the Participant distributed within one
taxable year, are not readily tradable on an established market, the Participant
receiving such Qualifying Employer Securities has a right to require the
Employer to repurchase such Qualifying Employer Securities at fair market value.
The put option period shall extend for 60 days after the date of distribution
and, if not exercised during that time period shall extend for an additional 60
day period in the following Plan Year (to

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 40
January 01, 2000
the extent provided in Treasury regulations). Payments for the Qualifying
Employer Securities must be made in substantially equal period payments over a
period not exceeding five years and must commence within 30 days after the
exercise of the "put option". Adequate security shall be provided and reasonable
interest shall be paid on unpaid amounts. Qualifying Employer Securities shall
be readily tradable on an established market if they are (i) listed on a
national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, (ii) quoted on a system sponsored by a national securities
association registered under Section 15A(b) of the Securities Exchange Act,
including the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ"), or (iii) traded on any over the counter market by
brokers or dealers who make the market using "pink sheets" published by the
National Quotation Bureau, Inc.

    Section 7.8 Loans to Participants. (a) Uniform Non-Discriminatory Policy.
The Committee may establish a uniform and nondiscriminatory policy under which
it may direct the Trustee to make a loan to a Participant who makes a written
request for such a loan. In no event may all loans from all qualified plans of
the Company to an individual Participant exceed the lesser of (i) the greater of
$10,000 or one-half the present value of the Participant's nonforfeitable
accrued benefit under all such plans; or (ii) $50,000 reduced by the excess (if
any) of the highest outstanding balance of loans from all such plans during the
one year period ending on the day before the date on which such loan was made
over the outstanding balance of loans from all such plans on the date on which
such loan was made.

            (b) Collateral Terms. All loans shall be secured adequately by
collateral which collateral may (in the Plan Committee's discretion) include up
to 50% of the Participant's vested Account, shall be considered investments of
the Plan and Trust, and shall bear a rate of interest considered reasonable on
the date on which the loan was made. Except to the extent it is used to acquire
any dwelling unit that within a reasonable time is to be used (determined at the
time the loan is made) as a principal residence of the Participant, any such
loan shall be repaid within or upon the earlier of the date prescribed by the
Plan Committee, or five years after the loan is made. To the extent that any
loan is used to acquire the principal residence of the Participant, such loan
shall be repaid within a reasonable period of time as determined by the
Committee. Substantially level amortization of the loan (with payments at least
quarterly) shall be made over the term of the loan. If a Participant does not
repay such loan within the time prescribed, then in addition to enforcing
payment through any legal remedy, the Plan Committee may instruct the Trustee to
deduct the total amount of the loan and any unpaid interest due on it from such
Participant's Account, but no foreclosure of the Participant's Account may occur
prior to the Account being distributable under this Article. In its discretion
the Plan Committee may require the Participant to repay the loan by payroll
deduction. Loans may not be made to shareholder-Employees or to owner-Employees.
For purposes of this requirement, a shareholder-Employee means an Employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 319(a)(1)) on any day
during the taxable year of such corporation, more than five percent of the
outstanding stock of the corporation. An owner-Employee means an Employee who
owns the entire interest of an unincorporated trade or business or is a partner
owning more than 10 percent of the capital interest or profits in such
partnership.

    Section 7.9 Other Restrictions on Withdrawals. Notwithstanding other
provisions of this Plan and in particular Article VII of this Plan, the
following will apply to all transactions involving Qualifying Employer
Securities or Accounts which are the subject of this Plan:

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January 01, 2000
(i)   Six Month Limitation on Further Purchases. An officer or director
            Participant making a withdrawal under this Plan must cease further
            purchases of Qualifying Employer Securities in the Plan for six
            months, or the Qualifying Employer Securities so distributed must be
            held by that Participant six months prior to disposition; provided
            that extraordinary distributions of all of the Qualifying Employer
            Securities held by the Plan and distributions in connection with
            death, retirement, disability, Termination of Employment, or a
            qualified domestic relations order as defined by the Code or Title I
            of the Employee Retirement Income Security Act, or the rules under
            those acts, are not subject to this requirement; and

     (ii)   Six Month Limitation on Further Participation. An officer or
            director Participant who ceases participation in the Plan may not
            participate in the Plan again for at least six months.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 42
January 01, 2000
ARTICLE VIII

                              FIDUCIARY OBLIGATIONS

    Section 8.1 General Fiduciary Duties. A Fiduciary shall discharge his duties
under the Plan solely in the interest of the Participants and the beneficiaries
and for the exclusive purpose of providing benefits to Participants and to their
beneficiaries and defraying reasonable expenses of administering the Plan. All
fiduciaries shall act with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. Except as authorized by regulations of the
Secretary of Labor, no Fiduciary may maintain the indicia of ownership of any
assets of the Plan outside the jurisdiction of the district courts of the United
States. A Fiduciary shall act in accordance with the documents and instruments
governing the Plan to the extent such documents and instruments are consistent
with the requirements of law.

    Section 8.2 Allocation of Fiduciary Responsibility. A Named Fiduciary may
designate persons other than named fiduciaries to carry out Fiduciary
responsibilities (other than Trustee responsibilities) under the Plan.

    Section 8.3 Liability of Fiduciaries. (a) Extent of Liability. A Fiduciary
who breaches any of the responsibilities, obligations, or duties imposed upon
him by this Plan or by the requirements of law shall be personally liable only
(i) to make good to the Plan any losses resulting from his breach, (ii) to
restore to the Plan any profits the Fiduciary has made through the use of Plan
assets for his personal Account, and (iii) to pay those penalties prescribed by
law arising from his breach. A Fiduciary shall be subject to such other
equitable or remedial relief as a court of law may deem appropriate, including
removal of the Fiduciary. A Fiduciary also may be removed for a violation of
Section 8.8 of this Plan (prohibition against certain persons holding certain
positions). No Fiduciary shall be liable with respect to the breach of a
Fiduciary duty if such breach was committed before he became a Fiduciary or
after he ceased to be a Fiduciary.

            (b) Liability of Fiduciary for Breach by Co-Fiduciary. A Fiduciary
shall be liable for a breach of Fiduciary responsibility of another Fiduciary of
this Plan, only if he (i) participates knowingly in, or knowingly undertakes to
conceal, an act or omission of the other Fiduciary, and knows such act or
omission by the other Fiduciary is a breach of the other Fiduciary's duties,
(ii) enables another Fiduciary to commit a breach, by his failure to comply with
Section 8.1 of this Plan in the administration of the specific responsibilities
which give rise to his status as a Fiduciary, or (iii) has knowledge of a breach
of another Fiduciary and does not make reasonable efforts under the
circumstances to remedy the breach.

            (c) Liability for Improper Delegation of Fiduciary Responsibility. A
Named Fiduciary who allocates any of his Fiduciary responsibilities to any
person or designates any person to carry out any of his Fiduciary
responsibilities shall be liable for the act or omission of such person in
carrying out the responsibility only to the extent that the Named Fiduciary
fails to satisfy his general Fiduciary duties of Section 8.1 of this Plan with
respect to the allocation or designation, with respect to the establishment or
implementation of the procedure by which he allocates the responsibilities, or
in continuing the allocation or designation. Nothing in this Section 8.3(c)
shall prevent a Named Fiduciary from being liable if he otherwise would be
liable for an act or omission under Section 8.3 of this Plan.

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January 01, 2000
(d) Fiduciary to whom Responsibilities are Allocated. Any person who
has been designated to carry out Fiduciary responsibilities under Section 8.2 of
this Plan shall be liable for such responsibilities under this section to the
same extent as any Named Fiduciary.

            (e) Liability Insurance and Indemnification. Nothing in this Plan
shall preclude a Fiduciary from purchasing insurance to cover liability from and
for his own account. The Company may purchase insurance to cover potential
liability of those persons who serve in a Fiduciary capacity with regard to the
Plan or may indemnify a Fiduciary against liability and expenses reasonably
incurred by him in connection with any action to which such Fiduciary may be
made a party by reason of his being or having been a Fiduciary.

    Section 8.4 Prohibited Transactions. No Fiduciary shall cause the Plan to
engage in a transaction if the Fiduciary knows or should know that the
transaction constitutes a prohibited transaction under law. No disqualified
person under law (other than a Fiduciary acting only as such) shall engage in a
prohibited transaction as prescribed by law.

    Section 8.5 Receipts of Benefits by Fiduciaries. Nothing shall prohibit any
Fiduciary from receiving any benefit to which he may be entitled as a
Participant or Beneficiary in the Plan, if such benefit is computed and paid on
a basis which is consistent with the terms of the Plan applied to all other
Participants and beneficiaries. The determination of any matters affecting the
payment of benefits to any Fiduciary other than the Plan Committee shall be
determined by the Plan Committee. If the Plan Committee is an individual, the
determination of any matters affecting the payment of benefits to the Plan
Committee shall be made by a temporary Plan Committee who shall be appointed by
the Board of Directors for such purpose. If the Plan Committee is a group of
individuals, the determination of any matters affecting the payment of benefits
to any individual Plan Committee member shall be made by the remaining Plan
Committee members without the vote of such individual Plan Committee member. If
the remaining Plan Committee members are unable to agree on any matter affecting
the payment of such benefits, the Board of Directors shall appoint a temporary
Plan Committee to decide the matter.

    Section 8.6 Compensation and Expenses of Fiduciaries. (a) General Rules. A
Fiduciary shall be entitled to receive any reasonable Compensation for services
rendered or for the reimbursement of expenses properly and actually incurred in
the performance of his duties under the Plan. However, no Fiduciary who already
receives full-time pay from an Employer shall receive Compensation from the
Plan, except for reimbursement of expenses properly and actually incurred. All
Compensation and expenses shall be paid by the Plan, unless the Company, in its
discretion, elects to pay all or any part of such Compensation and expenses.

            (b) Compensation of Plan Committee and Plan Administration. A Plan
Administrator who is not a full-time Employee of an Employer shall be entitled
to such reasonable Compensation as the Plan Committee and Plan Administrator
mutually shall determine. A Plan Committee member who is not a full-time
Employee of an Employer shall be entitled to such reasonable Compensation as the
Company and the Plan Committee mutually shall determine. Any expenses properly
and actually incurred by the Plan Committee or the Plan Administrator due to a
request by a Participant shall be charged to the Account of the Participant on
whose behalf such expenses are incurred.

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January 01, 2000
(c) Compensation of Trustee. A Trustee who is not a full-time
Employee of an Employer shall be entitled to such reasonable Compensation for
its services as the Plan Committee and the Trustee mutually shall determine.

            (d) Compensation of Persons Retained or Employed by Named Fiduciary.
The Compensation of all agents, counsel, or other persons retained or employed
by a Named Fiduciary shall be determined by the Named Fiduciary employing such
person, with the Plan Committee's approval, provided that a person who is a
full-time Employee of an Employer shall receive no Compensation from the Plan.

    Section 8.7 Service by Fiduciaries and Disqualified Persons. Nothing in this
Plan shall prohibit anyone from serving as a Fiduciary in addition to being an
officer, Employee, agent, or other representative of a disqualified person as
defined in the Code.

    Section 8.8 Prohibition Against Certain Persons Holding Certain Positions.
No person who has been convicted of a felony shall be permitted to serve as an
administrator, Fiduciary, officer, Trustee, custodian, counsel, agent, or
Employee of this Plan, or as a consultant to this Plan, unless permitted under
law. The Plan Committee shall ascertain to the extent practical that no
violation of this section occurs. In any event, no person knowingly shall permit
any other person to serve in any capacity which would violate this section.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 45
January 01, 2000
ARTICLE IX

                      PLAN ADMINISTRATOR AND PLAN COMMITTEE

    Section 9.1 Appointment of Plan Administrator and Plan Committee. The Board
of Directors by resolution shall appoint a Plan Administrator and Plan
Committee, both of whom shall hold office until resignation, death, or removal
by the Board of Directors. If the Board of Directors fails to appoint the Plan
Committee or Plan Administrator, or both, the Board of Directors shall be the
Plan Committee, the Plan Administrator, or both. Any person may serve in more
than one Fiduciary capacity, including service as Plan Administrator and Plan
Committee member. Any group of persons appointed by the Board of Directors may
serve in the capacity of Plan Committee, Plan Administrator, or both.

    Section 9.2 Organization and Operation of Offices of Plan Administrator and
Plan Committee. The Plan Administrator and Plan Committee may adopt such
procedures as each deems desirable for the conduct of their respective affairs
and may appoint or employ a secretary or other agents, any of whom may be, but
need not be, an officer or Employee of the Company or an Associated Company. Any
agent may be removed at any time by the person appointing or employing him.

    Section 9.3 Information To Be Made Available to Plan Committee and Plan
Administrator. To enable the Plan Committee and the Plan Administrator to
perform all of their respective duties under the Plan, each Employer shall
provide the Plan Committee and the Plan Administrator with access to the
following information for each Employee: (i) name and address; (ii) social
security number; (iii) birthdate; (iv) dates of commencement and Termination of
Employment; (v) reason for termination of employment; (vi) hours worked during
each year; (vii) annual Compensation; (viii) Employer contributions; and (ix)
such other information as the Plan Committee or the Plan Administrator may
require. To the extent the information is available in Employer records, an
Employer shall provide the Plan Committee and Plan Administrator with access to
information relating to each Employee's contributions, benefits received under
the Plan, and marital status. If such information is not available from the
Employer records, the Plan Committee shall obtain such information from the
Participants. The Plan Committee, the Plan Administrator and the Employer may
rely on and shall not be liable because of any information which an Employee
provides, either directly or indirectly. As soon as possible following any
Participant's death, Total Disability, retirement, or other Termination of
Employment, his Employer shall certify in writing to the Plan Committee and Plan
Administrator such Participant's name and the date and reason for his
Termination of Employment.

    Section 9.4 Resignation and Removal of Plan Administrator or Plan Committee
Member; Appointment of Successors. Any Plan Administrator or Plan Committee
member may resign at any time by giving written notice to the Board of
Directors, effective as stated in such notice, otherwise upon receipt of such
notice. At any time the Plan Administrator or any Plan Committee member may be
removed by the Board of Directors without cause. As soon as practical, following
the death, resignation, or removal of any Plan Administrator or Plan Committee
member, the Board of Directors shall appoint a successor by resolution. Written
notice of the appointment of a successor Plan Administrator or successor Plan
Committee member shall be given by the Company to the Trustee. Until receipt by
the Trustee of such written notice, the Trustee shall not be charged with
knowledge or notice of such change.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 46
January 01, 2000
Section 9.5 Duties and Powers of Plan Administrator, Reporting and
Disclosure. (a) General Requirements. The Plan Administrator shall be
responsible for all applicable reporting and disclosure requirements of law. The
Plan Administrator shall prepare, file with the Secretary of Labor, the
Secretary of the Treasury, or the Pension Benefit Guaranty Corporation, when
applicable, and furnish to Participants and beneficiaries, when applicable, the
following: (i) summary plan description; (ii) description of modifications and
changes; (iii) annual report; (iv) terminal and supplementary reports; (v)
registration statement; and (vi) any other return, report, or document required
by law.

            (b) Statement of Benefits Accrued and Vested. The Plan Administrator
is to furnish any Plan Participant or Beneficiary who so requests in writing, a
statement indicating, on the basis of the latest available information, the
total benefits accrued and the vested benefits, if any, which have accrued, or
the earliest date on which benefits will become vested. The Plan Administrator
shall furnish a written statement to any Participant who terminates employment
during the Plan Year and is entitled to a deferred vested benefit under the Plan
as of the end of the Plan Year, if no retirement benefits have been paid with
respect to such Participant during the Plan Year. The statement shall be an
individual statement and shall contain the information required in the annual
registration statement which the Plan Administrator is required to file with the
Secretary of the Treasury. The Plan Administrator shall furnish the individual
statement to the Participant before the expiration of the time prescribed for
filing the annual registration statement with the Secretary of the Treasury.

            (c) Inspection of Documents. The Plan Administrator is to make
available for inspection copies of the Plan description and the latest annual
report and the agreements under which the Plan was established or is operated.
Such documents shall be available for examination by any Participant or
Beneficiary in the principal office of the Plan Administrator and in such other
places as may be necessary to make available all pertinent information to all
Participants. Upon written request by any Participant or Beneficiary, the Plan
Administrator is to furnish a copy of the last updated summary Plan description,
Plan description, and the latest annual report, any terminal report, and any
agreements under which the Plan is established or operated. In addition, the
Plan Administrator is to comply with every other requirement imposed on him by
law.

            (d) Employment of Advisers and Persons To Carry Out
Responsibilities. The Plan Administrator may appoint one or more persons to
render advice with regard to any responsibility the Plan Administrator has under
the Plan and may employ one or more persons (other than a Named Fiduciary) to
carry out any of his responsibilities under the Plan.

            (e) Notice of Eligibility for Direct Rollover Distribution. The Plan
Administrator shall provide a written explanation to the recipient of any
eligible rollover distribution that income taxes will not be withheld on the
distribution to the extent such distribution is transferred in an eligible
rollover distribution to an eligible retirement plan.

    Section 9.6 Duties and Powers of Plan Committee - In General. The Plan
Committee shall decide, in its sole and absolute discretion, all questions
arising in the administration, interpretation, and application of the Plan and
Trust, including all questions relating to eligibility, vesting, and
distribution, except as may be reserved under this Plan to the Company, its
Board of Directors or any Associated Company. The Plan Committee may designate
any person (other than the Plan Administrator or Trustee) to carry out any of
the Plan Committee's Fiduciary

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 47
January 01, 2000
responsibilities under the Plan (other than a Trustee Responsibility) and may
appoint one or more persons to render advice with regard to any responsibility
the Plan Committee has under the Plan. The Plan Committee from time to time
shall direct the Trustee concerning the payments to be made out of the Trust
Fund pursuant to this Plan. All notices, directions, information, and other
communications from the Plan Committee shall be in writing.

    Section 9.7 Duties and Powers of Plan Committee - Keeping of Records. The
Plan Committee shall keep a record of all the Plan Committee's proceedings and
shall keep all such books of Account, records, and other data as may be
necessary or advisable in its judgment for the administration of this Plan and
Trust, including records to reflect the affairs of this Plan, to determine the
amount of vested and/or forfeitable interests of the respective Participants in
the Trust Fund, and to determine the amount of all benefits payable under this
Plan. The Plan Committee shall maintain separate Accounts for each Participant
as provided under Section 5.1 of this Plan. Subject to the requirements of law,
any person dealing with the Plan Committee may rely on, and shall incur no
liability in relying on, a certificate or memorandum in writing signed by the
Plan Committee as evidence of any action taken or resolution adopted by the Plan
Committee.

    Section 9.8 Duties and Powers of Plan Committee - Claims Procedure. (a)
Filing and Initial Determination of Claim. Any Participant, Beneficiary or his
duly authorized representative may file a claim for a Plan benefit to which the
claimant believes that he is entitled. Such a claim must be in writing and
delivered to the Plan Committee in person or by certified mail, postage prepaid.
Within 90 days after receipt of such claim, the Plan Committee shall send to the
claimant by certified mail, postage prepaid, notice of the granting or denying,
in whole or in part, of such claim unless special circumstances require an
extension of time for processing the claim. In no event may the extension exceed
90 days from the end of the initial period. If such extension is necessary the
claimant will receive a written notice to this effect prior to the expiration of
the initial 90-day period. The Plan Committee shall have full discretion
pursuant to the Plan to deny or grant a claim in whole or in part. If notice of
the denial of a claim is not furnished in accordance with this Section 9.8(a),
the claim shall be deemed denied and the claimant shall be permitted to exercise
his right of review pursuant to Section 9.8(c) and (d) of this Plan.

            (b) Duty of Plan Committee Upon Denial of Claim. The Plan Committee
shall provide to every claimant who is denied a claim for benefits written
notice setting forth in a manner calculated to be understood by the claimant:
(i) the specific reason or reasons for the denial; (ii) specific reference to
pertinent Plan provisions on which the denial is based; (iii) a description of
any additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material is necessary; and (iv) an
explanation of the Plan's claim review procedure.

            (c) Request for Review of Claim Denial. Within 60 days after receipt
by the claimant of written notification of the denial in whole or in part of his
claim, the claimant or his duly authorized representative, upon written
application to the Plan Committee in person or by certified mail, postage
prepaid, may request a review of such denial, may review pertinent documents and
may submit issues and comments in writing. Upon its receipt of the request for
review, the Plan Committee shall notify the Board of Directors of the request.

            (d) Claims Reviewer. Upon its receipt of notice of a request for
review, the Board of Directors shall appoint a person other than a Plan
Committee member to be the claims reviewer.

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January 01, 2000
The Plan Committee shall deliver to the claims reviewer all documents submitted
by the claimant and all other documents pertinent to the review. The claims
reviewer shall make a prompt decision on the review. The decision on review
shall be written in a manner calculated to be understood by the claimant, and
shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based. The decision on review
shall be made not later than 60 days after the Plan Committee's receipt of a
request for a review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered not later than 120
days after receipt of a request for review. If such extension is necessary the
claimant shall be given written notice of the extension prior to the expiration
of the initial 60-day period. If notice of the decision on review is not
furnished in accordance with this Section 9.8(d), the claim shall be deemed
denied and the claimant shall be permitted to exercise his right to legal remedy
pursuant to Section 9.8(e) of this Plan.

            (e) Legal Remedy. After exhaustion of the claims procedure as
provided under this Plan, nothing shall prevent any person from pursuing any
other legal remedy.

    Section 9.9 Duties and Powers of Plan Committee - Funding Policy. The policy
of each Employer is that this Plan shall be funded with Employer contributions
and Participant contributions. The Plan Committee shall determine the Plan's
short-run and long-run financial needs and regularly communicate these
requirements to the appropriate persons. The Plan Committee will determine
whether the Plan has a short-run need for liquidity, (e.g., to pay benefits) or
whether the liquidity is a long-run goal and investment growth is a more current
need. The Plan Committee shall communicate such information to the Trustee so
that investment policy can be coordinated appropriately with Plan needs.

    Section 9.10 Duties and Powers of Plan Committee - Bonding of Fiduciaries
and Plan Officials. The Plan Committee shall procure bonds for every Fiduciary
of the Plan and every Plan official, if he handles funds of the Plan, in an
amount not less than 10% of the amount of funds handled and in no event less
than $1,000, except the Plan Committee shall not be required to procure such
bonds if: (i) the person is excepted from the bonding requirement by law; or
(ii) the Secretary of Labor exempts the Plan from the bonding requirements. The
bonds shall conform to the requirements of law.

    Section 9.11 Duties and Powers of Plan Committee - Qualified Domestic
Relations Orders. (a) Establish Procedures. Effective as of January 1, 1985, the
Plan Committee shall establish reasonable procedures for determining the
qualification status of a domestic relations order. Such procedures: (i) shall
be in writing; (ii) shall provide to each person specified in a domestic
relations order as entitled to payment of Plan benefits notification of such
procedures promptly upon receipt by the Plan of the order; and (iii) shall
permit an alternate payee to designate a representative for receipt of copies of
notices that are sent to the alternate payee.

            (b) Determination of Plan Committee. Within a reasonable period of
time after receipt of such order, the Plan Committee shall determine whether
such order is a qualified domestic relations order and notify the Participant
and each alternate payee of such determination. During any period in which the
issue of whether a qualified domestic relations order is a qualified domestic
relations order is being determined, the Plan Committee shall segregate in a
separate Account the amounts which would have been payable to the alternate
payee during such period if the order had been determined to be a qualified
domestic relations order. If, within 18 months the order is determined not to be
a qualified domestic relations order

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January 01, 2000
or the issue as to whether such order is a qualified domestic relations order is
not resolved, then the Plan Committee shall pay under the terms of the Plan the
segregated amounts to the person or persons who would have been entitled to such
amounts if there had been no order. If a Fiduciary acts in accordance with the
fiduciary responsibility provisions of ERISA, then the Plan's obligation to the
Participant and each alternate payee shall be discharge to the extent of any
payment made.

    Section 9.12 Advice to Designated Fiduciaries. Any Fiduciary designated by
the Plan Committee or Plan Administrator may appoint with the consent of the
Plan Committee or Plan Administrator, respectively, one or more persons to
render advice with regard to any responsibility such designated Fiduciary has
under the Plan.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 50
January 01, 2000
ARTICLE X

                        POWERS AND DUTIES OF THE TRUSTEE

    Section 10.1 Investment of Trust Fund. (a) Duties of Trustee. The duty of
the Trustee is to hold in trust the funds it receives. Subject to the direction
of the Plan Committee, the Trustee shall have exclusively authority and
discretion to manage and control the assets of the Plan and to manage, invest,
and reinvest the Trust Fund and the income from it under this article, without
distinction between principal and income, and shall be responsible only for such
sums that it actually receives as Trustee. The Trustee shall have no duty to
collect any sums from the Plan Committee. The Plan Committee will have the duty
to direct the Trustee with respect to the investment of the Trust Fund, subject
to the Participants' direction of investment under Section 10.1(d).
Notwithstanding any other provision of the Plan, the Trustee shall have no
responsibility to select the investment options offered to Participants under
Section 10.1(d) nor shall the Trustee have any discretion with respect to the
investment of Trust Fund assets.

            (b) Powers of Trustee. The Trustee shall have the power to apply the
funds it receives to purchase shares of Qualifying Employer Securities, and the
Trustee may invest in Qualifying Employer Securities, up to 100% of the value of
Plan assets, without regard to the diversification requirement or the prudence
requirement to the extent it requires diversification. Purchases of stock may be
made by the Trustee in the open market or by private purchase, or, if available,
from the Company, or as the Trustee may determine in its sole discretion,
provided only that no private purchase or purchase from the Company may be made
at a price greater than the current market price for Qualifying Employer
Securities on the day of such purchase. The Trustee also may purchase stock from
Participants who receive distributions from this Trust, provided that all such
purchases shall be made at the current market price on the day of such purchase.
The Trustee also shall have the power to invest and/or reinvest any and all
money or property of any description at any time held by it and constituting a
part of the Trust Fund, without previous application to, or subsequent
ratification of, any court, tribunal, or commission, or any federal or state
governmental agency and may invest in real property and all interest in real
property, in bonds, notes, debentures, mortgages, commercial paper, preferred
stocks, common stocks, or other securities, rights, obligations, or property,
real or personal, including shares or certificates of participation issued by
regulated investment companies or regulated investment trusts, shares or units
of participation in qualified common trust funds, in qualified pooled funds, or
in pooled investment funds of an insurance Company qualified to do business in
the state. If the Trustee is a bank or similar financial institution supervised
by the United States or a state, it may invest Plan assets in its own deposits
(savings Accounts and certificates of deposit) if such deposits bear a
reasonable rate of interest.

            (c) Diversification and Prudence Requirements. Except to the extent
the Trustee invests in the Qualifying Employer Securities, the Trustee shall
diversify the investments of the Plan to minimize the risk of large losses,
unless under the circumstances it is clearly prudent not to do so. The Trustee
shall act with the care, skill, prudence, and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims.

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January 01, 2000
(d)   Participant's Right to Designate Investments.

            (i) General Rules. Each Participant shall have the right to
designate the investment of his Account attributable to elective deferral
contributions, voluntary contributions, and rollover contributions and transfers
made to the Plan, as provided below.

            (ii) Investments as of December 31, 1994, to be Invested by Trustee,
at the direction of the Plan Committee. All Accounts as of December 31, 1994, or
such later date as determined by the Plan Committee, will remain subject to
investment by the Trustee as directed by the Plan Committee, including
investment of up to 100% of such Accounts in Qualifying Employer Securities.

            (iii) Procedure for Designation. Any designation or changes in
designation of the investment of a Participant's Account attributable to
elective deferrals or voluntary contributions shall be made in writing on forms
provided by the Plan Committee and submitted to the Plan Committee or the
Trustee, as determined by the Plan Committee, at such times as the Plan
Committee shall provide.

            (iv) Investment Categories. The Plan Committee shall offer a broad
range of investment categories, as selected by the Plan Committee from time to
time, which categories shall include fixed income obligations of a secure
nature, such as savings accounts, certificates of deposit, and fixed income
government and corporate obligations. The investment categories also may include
Qualifying Employer Securities, other common stocks, real property, notes,
mortgages, commercial paper, preferred stocks, mutual funds, or other
securities, rights, obligations, or property, real or personal, including shares
or certificates of participation issued by regulated investment trusts and
shares or units of participation in qualified common Trust Funds or pooled
funds.

            (v) Absence of Investment Designation. In the absence of any written
designation of investment for the Participant's elective deferrals or voluntary
contributions, the Trustee shall invest all funds received on Account of any
Participant in such category or categories as the Plan Committee may designate
from time to time.

            (vi) Irrevocability of Investment Designation. Once a Participant
has designated the investment of his Account attributable to elective deferrals
or voluntary contributions into Qualifying Employer Securities, such Accounts
will thereafter remain invested in Qualifying Employer Securities. A
Participant's rollover contributions and transfer contributions, if any, may be
invested in Qualifying Employer Securities and such investments may be changed
quarterly in the same manner as investments other than Qualifying Employer
Securities are changed under the Plan.

            (vii) Sole and Exclusive Power of Participants. The right to
designate investment categories under this Section 10.1 shall be the sole and
exclusive investment power granted to Participants. Neither the Trustee nor the
Plan Committee shall be liable for any loss which results from the Participant
exercising such control under this Section 10.1.

            (viii) Expenses. Any expense incurred by the Trustee or the Plan
Committee will be charged directly against the value of the Account of the
Participant on whose behalf such expense

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January 01, 2000
is incurred. The Trustee or the Plan Committee may allocate expenses to
individual Accounts or commingled Accounts on a nondiscriminatory basis.

            (ix) Special 1997 Participant Election Regarding Qualifying Employer
Securities: Effective from January 27, 1997, until August 31, 1997, and only in
connection with the public offering of common stock of General Communication,
Inc. that occurs during 1997 (the "1997 Public Offering"), each Participant will
be permitted to make a one-time election to sell up to 50% of the Qualifying
Employer Securities held in such Participant's Account (including but not
limited to the Participant's elective deferral account and Company contributions
account). The election to sell such Qualifying Employer Securities shall be made
pursuant to procedures promulgated by the Committee, which will be applied in a
uniform and nondiscriminatory manner. The sale price for such Qualifying
Employer Securities will be that price at which such common stock is offered to
the general public during the 1997 Public Offering. The proceeds from the sale
of such Qualifying Employer Securities thereafter may be invested as directed by
the Participant pursuant to the provisions of this Section 10.1, disregarding
Section 10.1(ii) to the extent applicable to the Participant's special one-time
election. Participant Accounts (including proceeds from the 1997 Public
Offering) invested in Qualifying Employer Securities after the 1997 Public
Offering will remain subject to the prohibition against later sales provided in
Section 10.1(vi).

    Section 10.2 Administrative Powers of the Trustee. Subject to the
requirements imposed by law, the Trustee shall have all powers necessary or
advisable to carry out the provisions of this Plan and Trust and all inherent,
implied, and statutory powers not or subsequently provided by law, including
specifically the power to do any of the following:

      (i)   To cause any securities or other property to be registered and held
            in its name as Trustee, or in the name of one or more of its
            nominees, without disclosing the Fiduciary capacity, or to keep the
            same in unregistered form payable to bearer;

     (ii)   To sell, grant options to sell, exchange, pledge, encumber,
            mortgage, deed in trust, or use any other form of hypothecation, or
            otherwise dispose of the whole or any part of the Trust Fund on such
            terms and for such property or cash, in part cash and credit, as it
            may deem best; to retain, hold, maintain, or continue any securities
            or investments which it may hold as part of the Trust Fund for such
            length of time as it may deem advisable; and generally, in all
            respects, to do all things and exercise each and every right, power,
            and privilege in connection with and in relation to the Trust Fund
            as could be done, exercised, or executed by an individual holding
            and owning such property in absolute and unconditional ownership;

    (iii)   To abandon, compromise, contest, and arbitrate claims and demands;
            to institute, compromise, and defend actions at law (but without
            obligation to do so); in connection with such powers, to employ
            counsel as the Trustee shall deem advisable and as approved by the
            Plan Committee; and to exercise such powers all at the risk and
            expense of the Trust Fund;

     (iv)   To borrow money for this trust upon such terms and conditions as the
            Trustee shall deem advisable, and to secure the repayment of such by
            the mortgage or pledge of any assets of the Trust Fund, provided
            that the Trustee may not borrow money to purchase Qualifying
            Employer Securities;

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January 01, 2000
(v)   To vote in person or by proxy any shares of stock or rights held in
            the Trust Fund as directed by the Plan Committee; to participate in
            and to exchange securities or other property in reorganization,
            liquidation, or dissolutions of any corporation, the securities of
            which are held in the Trust Fund; and

     (vi)   To any amount due on any loan or advance made to the Trust Fund, to
            charge against and pay from the Trust Fund all taxes of any nature
            levied, assessed, or imposed upon the Trust Fund, and to pay all
            reasonable expenses and attorney fees necessarily incurred by the
            Trustee and approved by the Plan Committee with respect to any of
            the foregoing matters.

    Section 10.3 Advice of Counsel. The Trustee may consult with legal counsel,
who may be counsel for the Company or any Associated Company, or Trustee's own
counsel, with respect to the meaning or construction of the Plan and Trust or
Trustee's obligations or duties. The Trustee shall be protected from any
responsibility with respect to any action taken or omitted by it in good faith
pursuant to the advice of such counsel, to the extent permitted by law.

    Section 10.4 Records and Accounts of the Trustee. The Trustee shall keep all
such records and Accounts which may be necessary in the administration and
conduct of this trust. The Trustee's records and Accounts shall be open to
inspection by the Company, any Associated Company, the Plan Committee, and the
Plan Administrator, at all reasonable times during business hours. All income,
profits, recoveries, contributions, forfeitures, and any and all moneys,
securities, and properties of any kind at any time received or held by the
Trustee shall be held for investment purposes as a commingled Trust Fund.
Separate Accounts or records may be maintained for operational and accounting
purposes, but no such Account or record shall be considered as segregating any
funds or property from any other funds or property contained in the commingled
fund, except as otherwise provided. After the close of each year of the trust,
the Trustee shall render to the Company and the Plan Committee a statement of
assets and liabilities of the Trust Fund for such year.

    Section 10.5 Appointment, Resignation, Removal, and Substitution of Trustee.
The Board of Directors by resolution shall appoint a Trustee or Trustees, each
of which shall hold office until resignation or removal by the Board of
Directors. The Trustee may resign at any time upon 30 days' written notice to
the Company. The Trustee may be removed at any time by the Company upon written
notice to the Trustee with or without cause. Upon resignation or removal of the
Trustee, the Company, by action of its Board of Directors, shall appoint a
successor Trustee which shall have the same powers and duties as are conferred
upon the Trustee appointed under this Plan. The resigning or removed Trustee
shall deliver to its successor Trustee all property of the Trust Fund, less a
reasonable amount necessary to provide for its Compensation, expenses, and any
taxes or advances chargeable or payable out of the Trust Fund. If the Trustee is
an individual, death shall be treated as a resignation, effective immediately.
If any corporate Trustee at any time shall be merged, or consolidated with, or
shall sell or transfer substantially all of its assets and business to another
corporation, whether state or federal, or shall be reorganized or reincorporated
in any manner, then the resulting or acquiring corporation shall be substituted
for such corporate Trustee without the execution of any instrument and without
any action upon the part of the Company, any Participant or Beneficiary, or any
other person having or claiming to have an interest in the Trust Fund or under
the Plan.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 54
January 01, 2000
Section 10.6 Appointment of Trustee, Acceptance in Writing. The Trustee
shall accept its appointment as soon as practical by executing this Plan or by
delivering a signed document to the Company, a copy of which shall be sent to
the Plan Committee by the Trustee. The Board of Directors shall appoint a new
Trustee if the Trustee fails to accept its appointment in writing.

    Section 10.7 Vote of Qualifying Employer Securities Held in Trust. If the
Employer securities of the Company are not publicly traded and if more than 10%
of the total Plan assets are securities of the Company, then for voting
purposes, each Participant shall be credited with his pro rata portion
(including fractional shares) of the Qualifying Employer Securities allocated to
his Account which are not encumbered. Each Participant shall be entitled to vote
the pro rata portion of Qualifying Employer Securities allocable to him under
this Section 10.7. Unreleased Qualifying Employer Securities shall be voted by
the Trustee. The Plan Committee shall certify to the Employer the number of
shares to be voted by each Participant if an event occurs which requires a vote
of such shares. To the extent the Participants do not vote Qualifying Employer
Securities under this Section 10.7, the Plan Committee shall vote such
Qualifying Employer Securities. If the Employer securities of the Company are
publicly traded or if the Employer securities of the Company are not publicly
traded but not more than 10% of the total Plan assets are securities of the
Company, then the participants shall not be entitled to vote the pro rata
portion of Qualifying Employer Securities allocable to them under this Section
10.7 and the Plan Committee shall vote all Qualifying Employer Securities held
in the Trust.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 55
January 01, 2000
ARTICLE XI

            CONTINUANCE, TERMINATION, AND AMENDMENT OF PLAN AND TRUST

    Section 11.1 Termination of Plan. The expectation of each Employer is to
continue this Plan indefinitely, but the continuance of the Plan is not assumed
as a contractual obligation by the Employer and the right is reserved to each
Employer, by action of its Board of Directors, to terminate this Plan in whole
or in part at any time. The termination of the Plan by an Employer in no event
shall have the effect of revesting any part of the Trust Fund in the Employer.
The Plan created by execution of this Plan with respect to any Employer shall be
terminated automatically in the event of the dissolution, consolidation or
merger of such Employer or the sale by such Employer of substantially all of its
assets, if the resulting successor corporation or business entity shall fail to
adopt the Plan and Trust under Section 11.3 of this Plan. If this Plan is
disqualified, the Board of Directors of the Company, in its discretion, may
terminate this Plan.

    Section 11.2 Termination of Trust. The Trust created by execution of this
Plan shall continue in full force and effect for such time as may be necessary
to accomplish the purposes for which it is created, unless sooner terminated and
discontinued by the Board of Directors. Notice of such termination shall be
given to the Trustee by the Plan Committee in the form of an instrument in
writing executed by the Company pursuant to the action of its Board of
Directors, together with a certified copy of the resolution of the Board of
Directors to that effect. In its discretion the Plan Committee may receive a
favorable determination letter from the Internal Revenue Service stating that
the prior qualified status of the Plan has not been affected by such
termination. Such termination shall take effect as of the date of the delivery
of the notice of termination and favorable determination letter, if obtained, to
the Trustee. The Plan Administrator shall file such terminal reports as are
required in Article IX of this Plan.

    Section 11.3 Continuance of Plan and Trust by Successor Business. With the
approval of the Company, a successor business may continue this Plan and Trust
by proper action of the proprietor or partners, if not a corporation, and, if a
corporation, by resolution of its Board of Directors, and by executing a proper
supplemental agreement to this Plan and Trust with the Trustee. Within 90 days
from the Effective Date of such dissolution, consolidation, merger, or sale of
assets of an Employer, if such successor business does not adopt and continue
this Plan and Trust, this Plan shall be terminated automatically as of the end
of such 90-day period.

    Section 11.4 Merger, Consolidation, or Transfer of Assets or Liabilities of
the Plan. The Board of Directors may merge or consolidate this Plan with any
other plan or may transfer the assets or liabilities of the Plan to any other
plan if each Participant in the Plan (if the Plan then terminated) would receive
a benefit immediately after the merger, consolidation, or transfer which is
equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan then had
terminated). If any merger, consolidation, or transfer of assets or liabilities
occurs, the Plan Administrator shall file such reports as required in Article IX
of this Plan.

    Section 11.5 Distribution of Trust Fund on Termination of Trust. If the
trust is terminated under this Article XI, the Trustee shall determine the value
of the Trust Fund and of the respective interest of the Participants and
beneficiaries under Article V of this Plan as of the business day next following
the date of such termination. The value of the Account of each respective
Participant or Beneficiary in the Trust Fund shall be vested in its entirety as
of the date

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January 01, 2000
of the termination of the Plan. The Trustee then shall transfer to each
Participant or Beneficiary the net balance of the Participant's Account unless
the Plan Committee directs the Trustee to retain the assets and pay them under
the terms of this Plan as if no termination had occurred.

    Section 11.6 Amendments to Plan and Trust. At any time the Company may amend
this Plan and Trust by action of its Board of Directors, provided that no
amendment shall cause the Trust Fund to be diverted to purposes other than for
the exclusive benefit of the Participants and their beneficiaries. No amendment
shall decrease the vested interest of any Participant nor shall any amendment
increase the contribution of any Employer or Participant in the Plan. If an
amended vesting schedule is adopted, any Participant who has five or more years
of service at the later of the date the amendment is adopted or becomes
effective and who is disadvantaged by the amendment, may elect to remain under
the Plan's prior vesting schedule. Such election must be made within a period
established by the Plan Committee, in accordance with applicable regulations,
and on a form provided by and delivered to the Plan Committee. No amendment to
the Plan (including a change in the actuarial basis for determining optional
benefits) shall be effective to the extent that it has the effect of decreasing
a Participant's accrued benefit. For purposes of this Section 11.6, a Plan
amendment that has the effect of (i) eliminating or reducing an early retirement
benefit or a retirement-type subsidy, or (ii) eliminating an optional form of
benefit, with respect to benefits attributable to service before the amendment,
will be treated as reducing accrued benefits. No amendment shall discriminate in
favor of Employees who are officer, shareholders, or Highly Compensated
Employees. Notwithstanding anything in this Plan and Trust to the contrary, the
Plan and Trust may be amended at any time to conform to the provisions and
requirements of federal and state law with respect to employees' trusts or any
amendments to such laws or regulations or rulings issued pursuant to them. No
such amendment shall be considered prejudicial to the interest of any
Participant or Beneficiary under this Plan.

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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 57
January 01, 2000
ARTICLE XII

                                  MISCELLANEOUS

    Section 12.1 Benefits To Be Provided Solely from the Trust Fund. All
benefits payable under this Plan shall be paid or provided solely from the Trust
Fund, and no Employer assumes liability or responsibility for payment of
benefits.

    Section 12.2 Notices from Participants To Be Filed with Plan Committee.
Whenever provision is made in the Plan that a Participant may exercise any
option or election or designate any Beneficiary, the action of each Participant
shall be evidenced by a written notice signed by the Participant and delivered
to the Plan Committee in person or by certified mail. If a form is furnished by
the Plan Committee for such purpose, a Participant shall give written notice of
his exercise of any option or election or of his designation of any Beneficiary
on the form provided for such purpose. Written notice shall not be effective
until received by the Plan Committee.

    Section 12.3 Text To Control. The headings of articles and sections are
included solely for convenience of reference. If any conflict between any
heading and the text of this Plan and Trust exists, the text shall control.

    Section 12.4 Severability. If any provision of this Plan and Trust is
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions. On the contrary, such remaining provisions
shall be fully severable, and this Plan and Trust shall be construed and
enforced as if such illegal or invalid provisions never had been inserted in
this Plan.

    Section 12.5 Jurisdiction. This Plan shall be construed and administered
under the laws of the State of Alaska when the laws of that jurisdiction are not
in conflict with federal substantive law.

    Section 12.6 Plan for Exclusive Benefit of Participants; Reversion
Prohibited. This Plan and Trust has been established for the exclusive benefit
of the Participants and their beneficiaries. Under no circumstances shall any
funds contributed to or held by the Trustee at any time revert to or be used by
or enjoyed by an Employer except to the extent permitted by Article IV of this
Plan.

    Section 12.7 Transferability Restriction. A derivative security issued under
the Plan, including but not limited to Class B common stock of the Company, is
not transferable by the Participant other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act or the
rules under those acts. The designation of a beneficiary by an officer,
director, or other Participant in the Plan does not constitute a transfer under
the Plan.

RESTATED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 58
January 01, 2000
EXHIBIT 4.3.12

                            CERTIFICATE OF SECRETARY

         I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.12A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its meeting held on June 25, 1998.

         Executed this 31st day of August, 2000 at Anchorage, Alaska.

                                                    GENERAL COMMUNICATION, INC.

                                                    By:      /S/
                                                       John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 31st day of August, 2000.

                                                             /S/
                                                    Notary Public in and for
                                                    Alaska
                                                    My Commission Expires:

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 14
EXHIBIT 4.3.12A

              EXCERPT FROM MINUTES OF MEETING OF BOARD OF DIRECTORS
                OF "GENERAL COMMUNICATION, INC. ON JUNE 25, 1998

                  ...John Lowber proposed that two additional amendments be made
                  to the Employee Stock Purchase Plan. After discussion, the
                  Board adopted the following resolution(s):

                  Whereas: A. The Company entered into and executed the Revised
                  Qualified Employee Stock Purchase Plan of General
                  Communication, Inc. (the "Plan") effective January 1, 1989,
                  and

                  B. Section 11.6 of the Plan provides in part as follows: "At
                  any time the Company may amend this plan of action of its
                  board of directors..." and

                  C.  The Company now desires to amend the Plan;

                  Now Therefore, the Company does amend the Plan as follows:

                  1. A new sentence is added to the end of Section 7.6(c) to
                  read as follows:

                  Any hardship withdrawal under this section may be made only in
                  a cash lump sum.

                  2. A new section 7.6(d) hereby is added to the Plan to read in
                  its entirety as follows:

                  7.6(d) Rollover Contributions. A participant may withdraw all
                  or any portion of his or her rollover contributions made to
                  this Plan under section 4.7 upon a serious financial hardship,
                  as defined in section 7.6(c) above; provided, however that the
                  Participant's contributions to this Plan will not be suspended
                  as a result of the hardship withdrawal of the Participant's
                  rollover contributions and the Participant need not exhaust
                  all other resources prior to obtaining a hardship withdrawal
                  of such rollover contributions. Any hardship withdrawal under
                  this section may be made only in a cash lump sum.

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 15
EXHIBIT 4.3.14

                            CERTIFICATE OF SECRETARY

         I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.14A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its teleconference meeting held on May 10, 2000.

         Executed this 31st day of August, 2000 at Anchorage, Alaska.

                                                    GENERAL COMMUNICATION, INC.

                                                    By:      /S/
                                                       John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 31st day of August, 2000.

                                                             /S/
                                                    Notary Public in and for
                                                    Alaska
                                                    My Commission Expires:

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 16
EXHIBIT 4.3.14A

                                BOARD RESOLUTION

         RESOLVED, that the Board of Directors of General Communication, Inc.
("Company") hereby approves increasing the allocation of additional shares to
the Company's Qualified Employee Stock Purchase Plan ("Plan") as follows ("Plan
Stock"): Class A -- 2,500,000 shares;

         RESOLVED FURTHER, that the Board approves filing a registration
statement pursuant to the federal Securities Act of 1933, as amended
("Securities Act") and, in particular, in the format of Form S-8, where such
registration statement will pertain specifically to the registration of the
offer of the Plan Stock and such Plan Stock will be offered or acquired through
the Plan, as amended on this date; and

         RESOLVED FURTHER, that the president and other officers of the Company
are directed to take such steps as are necessary to register the offer of the
Plan Stock and otherwise to be in compliance with the Securities Act and other
securities laws.

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 17
EXHIBIT 4.4.2

                         QUESTIONS AND ANSWERS ABOUT THE
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                         OF GENERAL COMMUNICATION, INC.

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 18
QUESTIONS AND ANSWERS ABOUT THE
                    QUALIFIED EMPLOYEE STOCK PURCHASE PLAN OF
                           GENERAL COMMUNICATION, INC.
                      Amended and Restated January 1, 2000

Introduction

General Communication, Inc. ("Company") maintains the Qualified Employee Stock
Purchase Plan ("Plan") for the exclusive benefit of its employees and the
employees of its subsidiaries and their subsidiaries. The Company has prepared a
Prospectus to apprise participants or prospective participants (individually
referred to as "Participant") as to the material terms of the Plan and the offer
of stock through it. A copy of the Prospectus is available to each Participant
or prospective Participant from the Plan Administrator. Each Participant should
read the Prospectus before participating in the Plan. To acquaint Participants
with the Plan, the following questions and answers summarize several of its
major provisions. The offer of shares of Company stock allocated under the Plan
has been registered pursuant to the federal Securities Act of 1933, as amended,
and other information regarding the Plan and the Company is available through
the Plan Administrator, Securities and Exchange Commission, or through the
Company.

If the Participant finds that not every question concerning the Plan is
answered, the Plan, including the trust established through it ("Agreement"), is
available for Participant examination at the office of the Plan Administrator.
If there is a discrepancy between the provisions of the Plan and this document,
the actual text of the Plan governs all matters.

This Plan contains provisions which allow a Participant to enter into an
agreement with the Company to reduce the Participant's salary in order to
contribute to the Plan. This agreement is commonly known as a "401(k)
arrangement." For tax purposes, the program is called a "Salary Reduction." A
Participant may wish to contact his or her tax advisor for further details.

1.       What is the purpose of the Plan?

The purpose of the Plan is to provide eligible employees with a voluntary and
convenient means for regular and systematic savings and purchases of Company
common stock. The Plan is designed to enable the Participants to acquire a
proprietary interest in the Company and to provide benefits upon retirement.

           -----------------------------------------------------------
                  "This Document entitled Questions and Answers
            About the Revised Qualified Employee Stock Purchase Plan
              of General Communication, Inc. constitutes part of a
            Prospectus covering securities that have been registered
                       under the Securities Act of 1933."
           -----------------------------------------------------------

January 1, 2000                                                            - 1 -
2.       What is the history of the Plan?

The Plan became effective on January 1, 1987, and has been amended several
times. This summary reflects the Plan as of January 1, 2000. The Company has
made contributions that match a Participant's Salary Reductions and Nonqualified
Voluntary Contributions of up to 10% of Participants' gross salary since the
Plan's inception. The Company has purchased or otherwise issued Company stock
with the employer matching contributions made on behalf of Participants in the
Plan. Currently, all Company matching contributions are being used to purchase
Company common stock.

3.       Who is eligible to participate?

Any employee of the Company or its affiliates (other than an independent
contractor or union employee covered by a collective bargaining agreement if
retirement benefits are the subject of good faith bargaining) who has completed
one year of service with the Company is eligible to become a Participant in the
Plan. A "year of service" for eligibility purposes means a 12-consecutive month
period in which a Participant is credited with 1,000 or more hours of service.
The 12-month period is measured from the day the Participant begins work to the
anniversary of that date. A Participant may enter the Plan at the next quarterly
entry date after completing 1,000 hours of service in a year. Years of service
also may include service with certain companies that are acquired by the Company
or its affiliates, or for certain employees who previously performed services
for the Company under a management or outsourcing contract. Please see the Plan
Administrator if you have questions about these special rules.

If, on the first year anniversary date, a Participant does not meet the minimum
requirements to be eligible to participate in the Plan, upon the second year
anniversary date and each subsequent anniversary date, the Company will again
review its records during the last twelve months to redetermine a Participant's
eligibility. If at that time the Participant is found to be eligible,
participation may begin on the next quarterly entry date (January 1, April 1,
July 1 or October 1).

For example, if an employee was hired on January 11, 2000, and is credited with
800 hours of service in the first year of employment (January 11, 2000, to
January 10, 2001), that employee is not eligible to become a Participant in the
Plan after the first year of employment. However, if that employee was credited
with 1,000 hours of service in the next year (January 11, 2001, to January 10,
2002) that employee may become a Participant on the next entry date of the Plan
(April 1, 2002).

An employee will be credited with one "hour of service" for each hour for which
the employee is paid by the Company. This includes working and nonworking hours
for which an employee is paid, including overtime, vacation, and sick leave. No
more than 501 hours will be credited to any employee on account of a single
continuous period during which the employee performs no duties.

January 1, 2000                        -2-
4.       How does one become a Participant?

Once an employee has completed one year of service with the Company (including
the 1,000 hour requirement described above), that employee may become a
Participant by filing with the Plan Administrator an Employee Stock Purchase
Plan Enrollment Form on which consent is given to make contributions to the Plan
by payroll deductions (Salary Reduction) or Nonqualified Voluntary
Contributions. The enrollment form is enclosed in the packet provided to all
newly eligible Participants. Additional forms are available from the Plan
Administrator and will become effective on the calendar quarters beginning
January 1, April 1, July 1, or October 1 immediately following the date on which
the form is returned to the Plan Administrator. Eligible employees who elect not
to participate must complete the waiver of participation section of the
enrollment form and return that form to the Plan Administrator. Failure to
complete and return the Employee Stock Purchase Plan Enrollment Form will be
considered an election not be become a Participant. An eligible employee may
revoke his or her decision not to participate and become a Participant on any
subsequent January 1, April 1, July 1, or October 1 as long as the employee
still meets eligibility requirements on that subsequent entry date. A
Participant must file the Employee Stock Purchase Plan Enrollment Form at least
two weeks prior to the subsequent January 1, April 1, July 1, or October 1
selected to enroll.

5.       How is the Plan administered?

The Plan is administered jointly by a Plan Committee and a Plan Administrator
appointed by the Board of Directors of the Company. The Plan Committee is made
up of members that represent management and non-management personnel. The Plan
Committee assumes the major responsibilities for the interpretation of the Plan.
The Plan Administrator is responsible for the day-to-day operation of the Plan
and also for reporting and disclosure requirements of federal and state law. Any
questions or comments concerning policy issues regarding the Plan should be
directed to the Plan Administrator.

The Board of Directors of the Company serves as the Trustee of the Plan. The
stock of the Company and other assets, if any, of the Plan resulting from
Company and Participant contributions are administered by the Trustee.

6.       What is the fiscal year of the Plan?

The fiscal year of the Plan (the "Plan Year") begins on January 1 and ends on
December 31. The records of the Plan including the trust formed under the
Agreement are maintained on such fiscal year.

January 1, 2000                        -3-
7.       How are contributions to the Plan made?

The Company and participating eligible employees make contributions to the Plan.
Participant contributions to the Plan will fall under two different categories:
(1) Salary Reductions and (2) Nonqualified Voluntary Contributions.

In addition, the Company may make matching contributions, as described in
Question 9, based on the Salary Reduction and/or the Nonqualified Voluntary
Contributions that Participants make to the Plan.

         (1) Salary Reductions: Under this category, an eligible employee elects
         to reduce his or her taxable compensation by a percentage of his or her
         gross compensation, not to exceed the lesser of (a)10 percent of the
         employee's compensation for each payroll period or (b) an amount
         specified by the Internal Revenue Service and which may vary from year
         to year (which for 2000 is $10,500).

         Salary Reduction contributions will not be subject to federal income
         tax in the year earned but will be taxed when they are distributed from
         the Plan. Salary Reduction contributions will remain subject to FICA
         (Social Security tax). Earnings on Salary Reduction contributions will
         be taxed when they are distributed to the Participant.

         Changes can be made in the amount of Salary Reductions for a
         Participant without penalty. A Change Request Form must be submitted to
         the Plan Administrator at least two weeks prior to the calendar quarter
         that the change is to become effective. Under this category, Salary
         Reductions through payroll are the only means for making Participant
         contributions. Participant Salary Reduction contributions cannot be
         made or changed retroactively.

         The Plan Administrator will limit the Salary Reduction portion of a
         Participant's account to the maximum allowable amount specified above
         (which for 2000 is the lesser of $10,500 or 10 percent of your gross
         compensation per year).

         (2) Nonqualified Voluntary Contributions: Under this category, each
         Participant may contribute to the Plan for each Plan year during which
         he or she is a Participant a percentage of his or her gross
         compensation as a Nonqualified Voluntary Contribution, provided that
         such amount will not exceed 10 percent of his or her compensation for
         each payroll period.

         Nonqualified Voluntary Contributions will be taxed as "ordinary income"
         in the year in which the Participant makes the contribution; however,
         the earnings on the contribution will not be taxed until they are
         distributed at some later date. Therefore, a Participant can accumulate
         some tax deferred income, and will receive the Nonqualified Voluntary
         Contributions back tax free at the time of distribution.

January 1, 2000                        -4-
Systematic contributions must be made by payroll deductions. All
         Nonqualified Voluntary Contributions for the Plan Year will be made
         during the Plan Year.

         (3) Limits on Annual Additions: The overall limit on annual additions
         to a Participant's account in the Plan is the lesser of 25 percent of
         the Participant's gross compensation or $30,000. Annual additions
         include Salary Reduction contributions, Nonqualified Voluntary
         Contributions, Employer Matching Contributions, and forfeitures. The
         Plan Administrator will ensure that the overall limit on contributions
         is observed so as to minimize the necessity of returning funds to a
         Participant.

8.       What is the formula for the Company's contribution?

The Company can may make Employer Matching Contributions each Plan Year. The
annual contribution of the Company will be equal to a stated and
nondiscriminatory percentage of each Participant's contributions (both Salary
Reduction Contributions and Nonqualified Voluntary Contributions) to the Plan.
The amount of the Company matching contribution will depend on how the
Participant elects to invest the Participant's Salary Reduction Contributions
and Nonqualified Voluntary Contributions.

If the Participant elects to invest all of his future Salary Reduction
contributions and Nonqualified Voluntary Contributions into common stock of the
Company, the Company may match up to 100% of the Participant's contributions for
the year. The election to invest Participant contributions in Company stock is
irrevocable so this election must be considered carefully.

If the Participant elects to invest any portion of his Salary Reduction
Contributions or Nonqualified Voluntary Contributions into investments other
than the common stock of the Company, the Company may match up to 50% of the
Participant's contributions for the year.

In any event, the Employer Matching Contribution may not exceed 10 percent of
the Participant's gross salary per payroll period.

Each year, the Board of Directors of the Company will decide by resolution the
percentage to be contributed as an Employer Matching Contribution for such year.

January 1, 2000                        -5-
9.       What happens to contributions to the Plan?

Your investment election rights are described in Question 8. In any event, the
Company matching contribution may not exceed 10 percent of the Participant's
gross salary per payroll period. Each year, the Board of Directors of the
Company will decide by resolution the percentage to be contributed for such
year. The Plan Committee will maintain an account in a Participant's name
showing the balance of the Participant's share in the Company contributions, the
contributions the Participant makes in each category and the equivalent number
and value of Company stock which is in the Participant's account. The Plan
Committee will distribute, or cause to be distributed, to each Participant at
least annually a written statement setting forth the value of such Participant's
accounts as of the last day of the Plan year, and such other information as the
Plan Committee will determine. Common stock of the Company will be valued at the
mean between dealer "bid" and "ask" closing prices of the stock in the
over-the-counter market as reported by the National Association of Securities
Dealers, Inc., National Quotation Bureau, Inc., the National Association of
Securities Dealers Automated Quotation System, or a market maker in Company
common stock.

All contributions to the Plan are deposited with the Trustee. The Trustee will
invest primarily in the common stock of the Company but may make investments in
other assets such as, but not limited to, certificates of deposit or savings
accounts. Ordinary brokerage house commissions will be considered as part of the
cost of purchase of the stock. At least annually, all deposits with the Trustee
will be valued to determine the appreciation or depreciation (and earnings and
losses) on Plan investments, including Company common stock, any other earnings
of the trust under the Plan, and the value of a Participant's account in the
trust fund under the Plan. The Company stock will be allocated to a
Participant's account no later than on a quarterly basis.

Effective for Participant contributions made after January 1, 1995, Participants
will be given the right to direct how their Participant contributions (Salary
Reduction contributions, Nonqualified Voluntary Contributions, and rollover
contributions) will be invested. The Trustee will offer Participants several
different investment categories and also will offer Participants the election to
invest in Company common stock. If you elect to invest all of your Salary
Reduction contributions and Nonqualified Voluntary Contributions in Company
common stock, the Company's matching contribution for those Participant
contributions may be up to 100% of your contributions. (See Question 8 for more
information about the Company matching contribution.) If you elect to invest
your Salary Reduction contributions and Nonqualified Voluntary Contributions in
Company common stock, those contributions must remain invested in Company common
stock. Of course, you can change your investment election at any time for
rollover contributions or future Salary Reduction contributions and Nonqualified
Voluntary Contributions, but the Company matching contribution for your future
contributions which are not invested in Company common stock will be limited to
50% of your contributions.

If you elect to invest any portion of your Salary Reduction contributions and
Nonqualified Voluntary Contributions in other investment options (other than
Company common stock), the Company's

January 1, 2000                        -6-
matching contribution for those Participant contributions may be up to 50% of
your contributions. (See Question 8 for more information about the Company
matching contribution.)

10.      What happens to the earnings on contributions?

Any earnings or losses on the Company common stock allocated to each
Participant's account will accrue directly to those shares, as the fair market
value of those shares may fluctuate. Any earnings on assets other than the
Company common stock are divided on a category by category basis among the
Participants based on the ratio of the value of each Participant's account in
that investment category.

11.      How will a Participant's benefits under the Plan be determined?

A Participant will be 100 percent vested in his or her Account at retirement,
the Participant's total disability, or death while employed with the Company. A
Participant is also 100 percent vested in his or her own contributions, i.e.,
Salary Reduction contributions, Nonqualified Voluntary Contributions, and
rollover contributions. That is, a Participant's total interest in his or her
Account will be determined by a Participant's total Account value when it
becomes distributable for one of the above reasons. If a Participant leaves the
Company prior to retirement, death, or total disability, the percentage of a
Participant's share in Company matching contributions that is nonforfeitable
(vested) will be determined by the number of years of service the Participant
has with the Company and any affiliated Company (see Question 13 to see how
these years are calculated), in accordance with the following schedule. Remember
that the vesting schedule is based on a Participant's tenure with the Company,
not the number of years in the Plan.

Years of Service with Company           Percentage of Vesting
-----------------------------           ---------------------
Fewer than 1                                    0
1 or more but fewer than 2                     20
2 or more but fewer than 3                     30
3 or more but fewer than 4                     45
4 or more but fewer than 5                     60
5 or more but fewer than 6                     80
6 or more                                     100

If a Participant terminates employment, the Participant will forfeit the portion
of his or her Account attributable to Company matching contributions which are
not vested, and the forfeited Account will be used to reduce administrative
costs to the Plan or will be allocated as additional Company matching
contributions to the remaining Participants. The Plan Committee will make the
decision regarding the use of forfeitures.

January 1, 2000                        -7-
12.      How is a year of service determined for vesting?

To determine a Participant's place on the vesting schedule, count one year of
service for a calendar year (January 1 to December 31) in which the Participant
is credited with 1,000 or more hours of service. During any calendar year, a
Participant's hours of service with the Company will be totaled to determine
whether the Participant has completed 1,000 or more hours of service. Hours
completed during a period when the Participant is ineligible for Plan
participation because the Participant is a union employee also will be counted
if the Participant is no longer a union employee. If the Participant is credited
with between 500 and 1,000 hours in any calendar year, the Participant will
receive no vesting credit and the Participant will not be awarded a partial year
of service, which means the Participant will not advance on the vesting schedule
even if the Participant had several calendar years of fewer than 1,000 hours of
service.

         (a)      What is a break in service?

                  Failure to be credited with more than 500 hours in any
                  calendar year is called a "break in service."

         (b)      What is the effect of a break in service?

                  All years of service prior to any period of up to five
                  consecutive 1-year breaks in service generally will be counted
                  in determining who may become a Participant. The percentage of
                  vesting in Company contributions made prior to five or more
                  consecutive 1-year breaks in service will not be increased by
                  service after the break.

         (c)      What happens if a Participant leaves the employ of the Company
                  but later returns to employment?

                  If a Participant terminates employment with the Company while
                  any portion of the Participant's Account under the Plan is
                  forfeitable and receives distribution from the Plan before the
                  close of the second Plan year after termination, the
                  Participant will have the right to repay such distribution and
                  to have his forfeited account restored. Repayment may be made
                  only if the Participant is reemployed by the Company or any
                  associated company prior to the earlier of (i) the date which
                  is five years after the date the Participant is reemployed by
                  the employer or (ii) the date on which the Participant
                  experiences any five consecutive 1-year breaks in service
                  commencing after the distribution. If a Participant returns to
                  the employ of the Company but does not repay the distribution,
                  the Participant will forfeit any amount which was not vested
                  prior to the Participant's termination of employment.
                  Repayment of Salary Reductions is not allowed under this
                  section.

January 1, 2000                        -8-
13.      What are the rules for Participant withdrawals from the Plan?

A Participant may request withdrawal of his or her Account, subject to the rules
below, attributable to the contributions the Participant has made including any
earnings, losses, and changes in fair market value of such contributions by
providing a written request with the Plan Administrator at least two weeks
before the end of the calendar quarter.

         (1) Salary Reductions: A Participant may withdraw Salary Reduction
         contributions to the Plan upon hardship (as defined below).

                  (a) Early Retirement. The requirements for early retirement
                  are the completion of 10 years of service with the Company
                  and/or affiliated companies and the attainment of age 59 1/2.
                  If a Participant makes a withdrawal upon eligibility for early
                  retirement, the Participant will not be eligible to
                  participate in the Plan again and will forfeit all income
                  which otherwise would have been credited to the Participant's
                  account on the last day of the year in which the Participant
                  makes the withdrawal.

                   (b) Hardship. Serious financial hardship means an immediate
                  and heavy financial need of the Participant. Financial needs
                  that are considered immediate and heavy include certain
                  medical expenses of the Participant and his or her dependents,
                  costs directly related to the purchase of the Participant's
                  principal residence, payment of tuition and related
                  educational fees for the next twelve months of post-secondary
                  education for the Participant and his or her dependents,
                  prevention of the eviction of the Participant or the
                  prevention of the foreclosure on the mortgage of the
                  Participant's principal residence, and funeral expenses for a
                  family member of the Participant. Withdrawal of Salary
                  Reduction Contributions for hardship cannot exceed the amount
                  necessary to meet the financial need and the amount of the
                  financial need cannot be reasonably available from other
                  resources. Other resources that the Participant must exhaust
                  before a hardship withdrawal will be made include loans from
                  commercial sources and from this Plan, insurance
                  reimbursement, reasonable liquidation of the Participant's
                  assets, and cessation of Salary Reduction Contributions. A
                  Participant will not be permitted to make Salary Reduction
                  Contributions to the Plan for twelve months after the receipt
                  of the withdrawn funds and the Participant's Salary Reduction
                  Contributions for the year in which he or she resumes such
                  contributions may not exceed the maximum amount permitted to
                  be contributed for the year less the Salary Reduction
                  Contributions in the year of the withdrawal.

         The only amounts available for hardship withdrawals will be the Salary
         Reduction amounts and rollover contributions in a Participant's
         account. The earnings on the Salary Reduction amounts, Company Matching
         Contributions, and any Nonqualified Voluntary Contribution amounts will
         not be available for hardship withdrawals.

January 1, 2000                        -9-
Hardship withdrawals will be distributed only in cash.

         (2) Nonqualified Voluntary Contributions: Withdrawals are permitted on
         a quarterly basis. Requests must be made at least two weeks prior to
         the end of the quarter. The Plan Committee will direct the Trustee to
         distribute the amount requested to the Participant. The Trustee will
         distribute the assets attributable to the withdrawn contributions
         subject to any penalties which may be imposed by virtue of early
         withdrawal (pursuant to Section 7.2 of the Plan) as soon as reasonably
         possible after the withdrawal date. A Participant who makes withdrawal
         of any portion of the Participant's account may not contribute to the
         Plan until the first calendar quarter commencing six months after
         withdrawal is made. Any expenses attributable to any withdrawal will be
         charged to the account of the Participant requesting the withdrawal.
         Vested benefits under the Plan may not be forfeited because a
         Participant withdraws the Participant's voluntary contributions.

         (3) Company Contributions: A Participant's Account attributable to
         Company contributions is distributable only when the Participant
         retires for purposes of this Plan, becomes totally disabled, dies, or
         otherwise terminates employment with the Company in accordance with the
         terms of the Plan. If a Participant is age 59 1/2 with at least ten
         years of service with the Company, the Participant may elect to retire
         for purposes of this Plan and receive distribution of the Participant's
         Company contributions even though the Participant does not terminate
         employment. An election to retire will be filed with the Plan
         Committee. If a Participant elects to retire for purposes of the Plan,
         the Participant will not be eligible for reinstatement in the Plan.

         (4) Rollover Contributions: A Participant may withdraw rollover
         contributions to the Plan upon hardship (as defined in Question
         14(1)(b) above). Withdrawals due to hardship cannot exceed the amount
         necessary to meet the financial need and the amount of the financial
         need cannot be reasonably available from other resources.

         Hardship withdrawals of rollover contributions will be distributed only
         in cash.

          (5) Benefit Commencement Date: A Participant must begin to withdraw
         benefits no later than April 1 of the calendar year following the later
         of (a) the calendar year in which the Participant attains age 70 1/2 or
         (b) the calendar year in which the Participant retires. However, a 5%
         owner of the Company must begin to withdraw benefits no later than
         April 1 of the calendar year following the calendar year in which the
         5% owner attains age 70 1/2.

         (6) Penalty Tax on Early Withdrawals: A 10 percent additional tax will
         be imposed on early withdrawals from the Plan. The tax is 10 percent of
         the taxable amount of the distribution. The following exceptions to
         this rule will apply to distributions made on account of:

January 1, 2000                        -10-
(a)      Death;
                  (b)      Disability;
                  (c)      Payment over life expectancy;
                  (d)      Attainment of age 55 and separation from service;
                  (e)      Payment of certain medical expenses; and
                  (f)      Payment to an alternate payee under a Qualified
                           Domestic Relations Order.

         The penalty tax is due on any portion of the distribution which is to
         be included in ordinary income. Nonqualified Voluntary Contributions
         will have already been taxed and already included in ordinary income;
         therefore these amounts will not subject to the penalty tax on early
         withdrawal.

         (7) Withholding on Distributions Not Rolled Over: For any taxable
         distribution not rolled over in a direct rollover distribution,
         regulations provide that the payor of the distribution must withhold
         20% of the distribution. The maximum amount withheld may not exceed the
         total amount of money and the fair market value of other property
         distributed (excluding employer securities).

         (8) Six Month Limitation on Further Purchases: An officer or director
         Participant making a withdrawal under the Plan must cease further
         purchases In Company securities in the Plan for six months, or the
         securities so distributed must be held by that Participant six months
         prior to disposition. However, extraordinary distributions of all of
         the Company's securities held by the Plan and distributions in
         connection with death, retirement, disability, termination of
         employment, or a qualified domestic relations order as defined by the
         Internal Revenue Code or Title I of the Employee Retirement Income
         Security Act, or the rules under those acts, are not subject to this
         requirement. An officer or director Participant who ceases
         participation in the Plan may not participate in the Plan for at least
         six months.

14.      When do a Participant's accounts become distributable?

A Participant's vested interest in the Plan attributable to the Company
contributions will be retained and kept invested in the trust fund until the
Participant retires, becomes totally disabled, dies, or otherwise terminates
employment with the Company.

15.      What are the benefits payable when benefits become distributable?

Generally, distributions of a Participant's vested Account will be made in cash.
However, at the election of the Participant, the portion of the Participant's
vested Account which is invested in Company common stock will be distributed in
whole shares of Company stock.

If the Participant's vested Account exceeds $5,000, upon the Participant's
written consent, the Participant's total vested Account balance will be
distributed as follows:

January 1, 2000                        -11-
(a) Upon retirement, disability, or termination of employment, a
         Participant's Account attributable to Participant contributions, plus
         any earnings thereon, are distributed to the Participant in a lump sum
         if the Participant makes a request for distribution to the Plan
         Committee at least two weeks prior to the end of the six-month period
         ending June 30 or December 31 after the Participant terminates
         employment. Distribution of a Participant's account attributable to
         Participant contributions will be made as soon as possible after the
         close of the six month period.

         (b) If a Participant terminates employment because of retirement or
         total disability, the Participant may receive, commencing not later
         than 60 days after the close of the Plan Year in which the
         Participant's termination of employment occurred, the Participant's
         entire interest in the Plan in either (a) one lump sum or (b) annual
         installments over a 5-year period. If the Participant dies before
         receiving all of the Participant's vested interest, the remaining
         installments will be paid to the Participant's beneficiary.

         (c) If the Participant dies while a Participant, the Participant's
         interest under the Plan will be distributed to the Participant's
         beneficiary as soon as administratively feasible following the
         Participant's death in either (a) a one lump sum or (b) annual
         installments over a 5-year period, as elected by the beneficiary.

          (d) If the Participant terminates employment for any reason other than
         retirement, total disability, or death, the Participant's vested
         interest in the Company's contributions to the Plan will be distributed
         in either (a) a lump sum or (b) annual installments over a 5-year
         period beginning within 60 days after the end of the Plan Year in which
         the Participant terminates employment, or after any later year, as
         elected by the Participant.

         (e) If a Participant satisfies the years of service requirement for
         early retirement age, the Participant's vested interest in the Plan
         will be distributed within 60 days after the end of the Plan Year in
         which the Participant attains early retirement age if that date is
         earlier than the date on which a Participant's vested interest is
         otherwise distributable.

If the Participant's vested Account is less than $5,000, distribution will be
made under the preceding paragraphs without the Participant's consent.

         (a)      What is a Participant's retirement date?

                  A Participant's normal retirement date as a Participant will
                  be the last day of the calendar quarter in which the
                  Participant reaches age 65. Upon application to and approval
                  by the Plan Committee, a Participant may retire for purposes
                  of this Plan any time after age 59 1/2 with ten years of
                  service. Benefits must commence the later of the year
                  following the year in which the Participant attains age 70 1/2
                  or the year the Participant retires.

January 1, 2000                        -12-
Other retirement rules apply to the qualified contribution
                  feature of the Plan. Each employee should consult with his or
                  her tax advisor on the specifics.

         (b)      What is total disability?

                  Total disability means a disability that permanently renders a
                  Participant unable to perform usual duties of employment with
                  the Company, as determined by a physician selected by the Plan
                  Committee, and which results in the Participant's termination
                  of employment with the Company.

16.      May I borrow money from the Plan?

The Committee has established a uniform and nondiscriminatory policy for making
participant loans. Loans are available to all Plan participants if the
participant meets the credit-worthiness and financial need requirements that
would be considered in a normal commercial setting by an entity in the business
of making similar types of loans. All loans under the Plan to any individual
participant may not exceed the lesser of (a) $50,000, reduced by the
Participant's highest outstanding loan balance during the year before the loan
date, or (b) the greater of $10,000 or one-half of the value of the
participant's vested Account balance.

Loans from this Plan are subject to several conditions that you must meet and to
which you must agree. Ask the Plan Administrator for the Participant Loan Policy
form for more information on participant loans.

17.      How does a Participant designate a beneficiary?

A Participant may designate a beneficiary on the Employee Stock Purchase Plan
Enrollment Form which is to be filed with the Plan Administrator. It is
important to keep a current beneficiary designated on the Employee Stock
Purchase Plan Enrollment Form at all times so that this important asset will be
handled according to the Participant's wishes. The form may be changed at any
time. If a Participant fails to designate a beneficiary or if the beneficiary or
beneficiaries that have been designated die before a Participant does, the
Participant's interest in the Plan will be paid to the Participant's surviving
spouse, or if none, the personal representative of the Participant's estate.

If a Participant is married and designates a beneficiary other than his or her
spouse, the spouse must sign a special consent form witnessed by a member of the
Plan Committee or a notary public, in order for benefits to be paid to the other
designated beneficiary. Both the beneficiary form and the special consent form
are available from the Plan Administrator.

18.      What remedy does a Participant have if the Participant's benefits under
         the Plan are denied?

A claim for benefits may be filed with the Plan Administrator by the
Participant, by the Participant's beneficiary or by a duly authorized
representative. The Plan Committee will review the claim and will

January 1, 2000                        -13-
notify the claimant whether such claim has been granted or denied within 90 days
after receipt of such claim unless special circumstances require an extension of
time for processing the claim. If an extension is required, the claimant will be
notified in writing before expiration of the initial 90-day period. If the claim
is denied, the claimant will receive a written notice explaining the denial in
detail. The claimant may file with the Plan Committee a written request for
review of the claim within 60 days after the Participant is notified of the
denial. When the claimant files a request for review, the Company will appoint a
claims reviewer who will make and explain the reviewer's decision on the claim
to the claimant within 60 days of receipt of the claimant's request unless
special circumstances require an extension of time for processing, in which case
a decision will be made not later than 120 days after receipt of the claimant's
request. If an extension is necessary, the claimant will receive written notice
of the extension prior to the expiration of the 60-day period after the first
denial.

19.      What other rights does a Participant have under the law?

A participant is entitled to certain rights and protections under the Employee
Retirement Income Security Act of 1974 ("ERISA"). ERISA provides that all
Participants will be entitled to:

         (a)      Examine, without charge, at the Plan Administrator's office
                  and at other specified locations, all Plan documents, and
                  copies of all documents filed by the Plan with the U.S.
                  Department of Labor, such as the Plan's annual report and
                  other reports as required under ERISA and Plan descriptions.

         (b)      Obtain copies of all Plan documents and other Plan information
                  upon written request to the Plan Administrator. The
                  Administrator may make a reasonable charge for the copies.

         (c)      Receive a summary of the Plan's annual financial report. The
                  Plan Administrator is required by law to furnish each
                  Participant with a copy of this summary report.

         (d)      Obtain a statement telling the Participant whether the
                  Participant has a right to receive a pension at normal
                  retirement age (age 65) and if so, what the benefits would be
                  at normal retirement age if the Participant stops working
                  under the Plan now. If the Participant does not have a right
                  to a pension, a statement must be requested in writing and is
                  not required to be given more than once a year. The Plan must
                  provide the statement free of charge.

In addition to creating rights for Participants, ERISA imposes duties upon those
persons who are responsible for the operation of the employee benefit plan. The
persons who operate the Plan, called "fiduciaries" of the Plan, have a duty to
do so prudently and in the interest of Participants and beneficiaries. No one,
including the Participant's employer, or any other person, may fire a
Participant or otherwise discriminate against a Participant in any way to
prevent a Participant from obtaining a pension benefit or exercising a
Participant's rights under ERISA.

January 1, 2000                        -14-
If a Participant's claim for a pension benefit is denied in whole or in part,
the Participant must receive a written explanation of the reason for the denial.
A Participant has the right to have the Plan Committee review and reconsider a
Participant's claim. Under ERISA there are steps a Participant can take to
enforce these rights. For instance, if a Participant requests materials from the
Plan and does not receive them within 30 days, the Participant may file suit in
the federal court. In such a case, the court may require the Plan Administrator
to provide the materials and pay the Participant up to $110 a day until the
Participant receives the materials, unless the materials were not sent because
of reasons beyond the control of the Plan Administrator. If a Participant has a
claim for benefits which is denied or ignored, in whole or in part, the
Participant may file suit in a state or federal court. If it should happen that
the Plan's fiduciaries misuse the Plan's money, or if a Participant is
discriminated against for asserting the Participant's rights, the Participant
may seek assistance from the U.S. Department of Labor, or a Participant may file
suit in a federal court. The court will decide who should pay court costs and
legal fees. If a Participant is successful, the court may order the person the
Participant has sued to pay these costs and fees. If a Participant loses, the
court may order the Participant to pay these costs and fees, for example, if it
finds the Participant's claim is frivolous.

If the Participant has any questions about the Plan, the Participant should
contact the Plan Administrator. If the Participant has any questions about the
Participant's statement or about the Participant's rights under ERISA, the
Participant should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone
directory or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210.

20.      What other provisions are important to a Participant?

         (a)      The Plan has been  designated to allow a Participant, in the
                  discretion of the Plan Committee, to rollover distributions
                  from another qualified retirement plan to this Plan and to
                  rollover a Participant's share in this Plan to another
                  qualified plan. Because the rules concerning such rollover are
                  extremely complex, the Participant must consult directly with
                  the Plan Administrator if the Participant desires to make a
                  rollover contribution to this Plan or any other plan. Any
                  rollover contributions which a Participant makes to this Plan
                  will not be considered as Participant contributions for
                  purposes of matching Company contributions (i.e., ---- the
                  Company will not match rollover contributions). Because of
                  certain Internal Revenue Code prohibitions, a Participant
                  cannot rollover an Individual Retirement Account ("IRA") into
                  this Plan except for certain conduit IRAs that are made up of
                  the proceeds from another qualified pension plan.

         (b)      A Participant cannot assign or encumber any of the benefits
                  which the Participant may expect to receive under the Plan,
                  nor can any of a Participant's share in Company contributions
                  be made subject to the claim of any creditor.

January 1, 2000                        -15-
(c)     If the Plan Committee is unable to locate a Participant or the
                  Participant's beneficiary when the Participant's interest
                  under the Plan becomes distributable, a custodial account to
                  hold the Participant's interest will be established until it
                  is claimed or until proof of the Participant's death is
                  received. After a period of time, the Trustee may charge
                  reasonable fees against such inactive accounts which may
                  eventually result in the depletion or total loss of the
                  custodial account. Therefore, when a Participant terminates
                  employment, it is important to keep the Plan Committee
                  informed concerning the Participant's current address.

         (d)      Participation in the Plan does not confer upon a Participant
                  any right of continued employment.

         (e)      The Company expects to continue this Plan indefinitely;
                  however, to protect the Company against unforeseen conditions,
                  the Company reserves the right to reduce contributions or
                  amend or terminate the Plan (by action of the Board of
                  Directors) in whole or in part at any time. If the Plan is
                  terminated, the balance of Participant's account attributable
                  to Company contributions will be 100 percent vested
                  (nonforfeitable).

         (f)      Benefits under this Plan are not insured by the Pension
                  Benefit Guaranty Corporation because the Plan is an individual
                  account plan not covered by the statutory insurance
                  provisions.

         (g)      The Plan may have very substantial tax advantages to an
                  employee as a Participant. A Participant may wish to consult a
                  tax advisor regarding the Plan.

         (h)      A Participant may wish to consult his or her tax advisor as to
                  the IRA rules if the Participant is eligible to actively
                  participate in an employer-sponsored plan.

January 1, 2000                        -16-
IMPORTANT NAMES, ADDRESSES AND OTHER INFORMATION

1.       Plan Administrator:  Responsibilities - General day-to-day operations,
         statement of benefits to Participants.
                  ALFRED J. WALKER, Vice-President and Chief Accounting Officer
                  General Communication, Inc.
                  2550 Denali Street, Suite 1000
                  Anchorage, AK  99503
                  Business Phone:  (907) 265-5628

         Contact with regard to: Day-to-day operation of Plan, update on
         Participant contributions.

         Forms to be filed with Plan Administrator: Plan Enrollment Forms,
         Change Requests, Withdrawal Requests.

2.       Plan  Committee:  Responsibilities  -  Interpretation,
         application and  decision-making  responsibilities with regard to
         eligibility, vesting and distribution.

         Names:   Manuel Hernandez          c/o General Communication, Inc.
                  Valerie Longeski          2550 Denali Street, Suite 1000
                  Jimmy Sipes               Anchorage, AK  99503
                  Tami Graff
                  Mark Sorvoja

         Contact with regard to:  Questions of eligibility, vesting and
         distribution.

3.       Trustee:  Responsibility - Administration of Participant contributions.

                           Board of Directors, General Communication, Inc.

4.       Agent for Legal Process:  Board of Directors or Plan Administrator at
         the following address:
                           General Communication, Inc.
                           2550 Denali Street, Suite 1000
                           Anchorage, AK  99503

5.       Companies whose employees are covered by the Plan: General
         Communication,  Inc. and its subsidiaries and their subsidiaries.

6.       Plan Federal ID Number:  92-0072737, Plan 001.

7.       Request for information:  Plan Administrator.

January 1, 2000                        -17-
EXHIBIT 5.4

                       WOHLFORTH, VASSAR, JOHNSON & BRECHT
                           A PROFESSIONAL CORPORATION
JULIUS J. BRECHT                                                     TELEPHONE
CHERYL RAWLS BROOKING                                               907.276.6401
CYNTHIA L. CARTLEDGE
ROBERT M. JOHNSON                ATTORNEYS AT LAW                    FACSIMILE
BRADLEY E. MEYEN                                                   907.276.5093
KENNETH E. VASSAR          900 WEST 5TH AVENUE, SUITE 600
MARSHALL T. WHITE
ERIC E. WOHLFORTH          ANCHORAGE, ALASKA 99501-2048

                                September 1, 2000

Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska  99503

         Re:      Opinion As To Legality of Shares To Be Issued Pursuant To
                  General Communication, Inc. Qualified Employee Stock Purchase
                  Plan;
                  Our File No. 618.0629

Dear Mr. Duncan:

         You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with shares of common stock of
the Company ("Shares") to be allocated and issued in conjunction with the
Company's revised Qualified Employee Stock Purchase Plan ("Plan").

         It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as follows ("Facts"):

         1.       The Plan was adopted by the board of directors of the Company
                  ("Board") by resolution at its December 17, 1986 meeting
                  called and conducted in accordance with the Restated Articles
                  of Incorporation and Bylaws of the Company ("Articles" and
                  "Bylaws", respectively), and the Plan was approved by the
                  Company's then sole shareholder, Western Tele-Communications,
                  Inc., by resolution at the Company's shareholder meeting held
                  on December 17, 1986; and the Plan was later amended by the
                  Board on June 4, 1992 to comply with changes to the federal
                  Rule 16b-3; on March 24, 1993 the Board approved an increased
                  allocation of stock to the Plan in the amount of 700,000
                  shares of Class A common stock and 100,000 shares of Class B

General Communication, Inc.
Registration Statement (S-8)
Ronald A. Duncan, President
     General Communication, Inc.
     Re: Opinion As To Legality of Shares To Be Issued
              Pursuant To General Communication, Inc.
              Qualified Employee Stock Purchase Plan
     September 1, 2000
     Page 2

                  common stock, on October 20, 1994 to comply with the Internal
                  Revenue Code of 1986, as amended, and The Plan was amended by
                  the Board to allow participating eligible employees to choose
                  to invest in securities other than the common stock of the
                  Company; on February 9, 1995 the Board approved an increased
                  allocation of stock to the Plan in the amount of 800,000
                  shares of Class A common stock; on September 1, 1995 the Plan
                  was amended by the Board to comply with provisions of the
                  Internal Revenue Code of 1986, as amended, primarily related
                  to investment responsibility and the relationship between the
                  Plan Committee and the Trustee; on June 25, 1998, the Board
                  approved amendments to the Plan dealing with hardship
                  withdrawals and rollover contributions; on October 30, 1998,
                  the Board approved an increased allocation of stock to the
                  Plan in the form of the Shares, i.e., 2,000,000 shares of
                  Class A and 400,000 shares of Class B common stock; and on May
                  10, 2000, the Board approved an increased allocation of stock
                  to the Plan in the form of the Shares, i.e., 2,500,000 shares
                  of Class A common stock;

         2.       The Articles provide that the Company has the power to issue
                  and sell any stock and further expressly provides for the
                  issuance of Class A common stock and Class B common stock;

         3.       The Plan provides for the acquisition of Class A and Class B
                  common stock of the Company by the Plan on behalf of qualified
                  employees, and there are shares available for issuance by the
                  Company under the Plan and pursuant to the Articles;

         4.       The material provisions of the Articles and Bylaws pertaining
                  to the issuance of Class A common stock in effect as of the
                  date of this letter were those in effect as of May 10, 2000;

         5.       The Company was incorporated as an Alaska corporation and
                  received a Certificate of Incorporation dated July 16, 1979
                  from the Alaska Department of Commerce and Economic
                  Development;

General Communication, Inc.
Registration Statement (S-8)
Ronald A. Duncan, President
     General Communication, Inc.
     Re: Opinion As To Legality of Shares To Be Issued
              Pursuant To General Communication, Inc.
              Qualified Employee Stock Purchase Plan
     September 1, 2000
     Page 3

         6.       The Company is in good standing with respect to the reporting
                  and corporation tax requirements of the Alaska Corporations
                  Code to which the Company is subject, and the Company is
                  otherwise validly existing as an Alaska corporation pursuant
                  to the laws of the State of Alaska with all requisite powers
                  to own property and to conduct its business in the manner
                  contemplated by the Articles and Bylaws;

         Copies of the Articles and Bylaws, as amended and revised,
respectively, Certificate of Incorporation, as restated, the above referenced
resolutions, and the Plan have been delivered to this firm. We have reviewed
these documents. The Articles provide that the Company is organized for the
purposes of transacting any and all lawful business for which corporations may
be incorporated under the Alaska Corporations Code.

         Based upon the foregoing Facts, we are of the opinion as follows.
Assuming due compliance with applicable federal and state securities laws, (1)
the Shares will, when issued through the Plan, represent newly created and
legally issued, fully paid, and non-assessable shares of Class A common stock in
the Company and (2) each holder of a Share will be entitled to the benefits of a
shareholder pro rata based on ownership of outstanding shares of the respective
class of common stock of the Company.

         This letter must not be quoted or referred to in the Company's
financial statements or provided to persons other than the officers and
directors of the Company without prior consultation with us or our prior written
consent. The firm is aware of the Company's intent to and consents to the use of
this letter as an exhibit in an amendment to Form S-8 registration with the
Securities and Exchange Commission pertaining to the Shares to be allocated to
the Plan.

                                            Sincerely,

                                            WOHLFORTH, VASSAR,
                                            JOHNSON & BRECHT

                                                     /S/

                                            Julius J. Brecht
JJB/neb

General Communication, Inc.
Registration Statement (S-8)
EXHIBIT 23.1

                            CONSENT OF LEGAL COUNSEL

         We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special counsel to
General Communication, Inc. in the preparation of the Prospectus and the
rendering of certain opinions including an opinion as to the legality of the
shares.

                                                     WOHLFORTH, VASSAR, JOHNSON
                                                     & BRECHT,
                                                     A Professional Corporation

                                                              /S/

Anchorage, Alaska

September 1, 2000

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 27
EXHIBIT 23.2

                            CONSENT OF LEGAL COUNSEL

         We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special tax counsel
to General Communication, Inc. in the preparation of the Prospectus.

                                           HARRIS, MERICLE, & WAKAYAMA, P.L.L.C.

                                                /S/

Seattle, Washington

September 1, 2000

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 28
EXHIBIT 23.3

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
General Communication, Inc.:

We consent to incorporation by reference of our report dated March 10, 2000, on
the consolidated financial statements and schedule of General Communication,
Inc. and subsidiaries as of December 31, 1999 and 1998, and for each of the
years in the three-year period ended December 31, 1999 which appear in the
December 31, 1999 annual report on Form 10-K of General Communication, Inc. and
our report dated June 5, 2000, on the financial statements of the General
Communication, Inc. Qualified Employee Stock Purchase Plan as of December 31,
1999 and 1998, and for each of the years in the three-year period ended December
31, 1999 which appear in the December 31, 1999 annual report on Form 11-K and to
the reference to our firm under the heading "Experts" in the prospectus.

                                            KPMG LLP

                                            /S/

Anchorage, Alaska
September 1, 2000

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 29
EXHIBIT 99.4

                            CERTIFICATE OF SECRETARY

         I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 99.4A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its meeting held on January 22, 1999.

         Executed this 31st day of August, 2000 at Anchorage, Alaska.

                                                    GENERAL COMMUNICATION, INC.

                                                    By:      /S/
                                                       John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 31st day of August, 2000.

                                                             /S/
                                                    Notary Public in and for
                                                    Alaska
                                                    My Commission Expires:

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 30
EXHIBIT 99.4A

                                BOARD RESOLUTION

                  RESOLVED, that the Board of Directors of General
                  Communication, Inc. ("Company") hereby appoints Mark Sorvoja
                  to replace Susan Bowers as a member of the Plan Committee for
                  the Company's Revised Qualified Employee Stock Purchase Plan,
                  effective as of January 22, 1999.

General Communication, Inc.
Registration Statement (S-8)
                                                                         Page 31