GENERAL COMMUNICATION, INC.
                       NOMINATING AND CORPORATE GOVERNANCE
                               COMMITTEE CHARTER*

                                     Purpose

         The purpose of the Nominating and Corporate Governance Committee
("Committee") is to act on behalf of the board of directors ("Board") of General
Communication, Inc. ("Company") and generally to carry out the following and as
further described in this charter:

          o   Nominations - Identify and recommend nominees for the Board and
              its committees.

          o   Corporate Governance - Review and recommend to the Board, or
              independently take, action on various Company corporate governance
              issues.

          o   Complaints - Receive and respond to certain complaints
              ("Complaints") raised by Company employees regarding alleged
              illegal acts or behavior-related conduct by Board members in
              violation of the Company's Code of Business Conduct and Ethics
              ("Ethics Code").

          o   Supervision - Supervise the Company's Chief Financial Officer
              ("Chief Financial Officer") in the context of the Ethics Code.

          o   Other - Carry-out other assignments as designated by the Board.

                                   Membership

         The following are prerequisites for, and conditions on, membership on
the Committee:

          o   Number, Qualifications - The Committee shall consist of at least
              three, and no more than eleven, Board members meeting the
              following qualifications:

              -   Independent - Each member of the Committee must be an
                  independent director as the term is defined in this charter
                  ("Independent Director").

          o   Term - Subject to the terms of this charter -

              -   Member Appointment - Members of the Committee shall be
                  appointed by the Board and shall serve at the pleasure of the
                  Board for such term as the Board may determine, taking into
                  account the recommendations of the Committee.

              -   Chair Selection - The Committee chair shall be selected by the
                  Committee members or, if the Board directs, by the Board,
                  taking into account the recommendations of the Committee.

          o   Independent Director - An Independent Director is one that meets
              the definition of an"independent director" as prescribed by Nasdaq
              Stock Market Rule 4200(a)(15) ("Nasdaq Independence Rule") which
              reads as follows -


-------------------
*As revised by the board of directors of General Communication, Inc., effective
as of February 24, 2004.

                                                                          Page 1
<PAGE>
                  "means a person other than an officer or employee of the
                  company or its subsidiaries or any other individual having a
                  relationship, which, in the opinion of the company's board of
                  directors, would interfere with the exercise of independent
                  judgment in carrying out the responsibilities of a director.
                  The following persons shall not be considered independent:
                           (A) a director who is, or at any time during the past
                  three years was, employed by the company or by any parent or
                  subsidiary of the company;
                           (B) a director who accepted or who has a Family
                  Member who accepted any payments from the company or any
                  parent or subsidiary of the company in excess of $60,000
                  during the current or any of the past three fiscal years,
                  other than the following:
                                    (i) compensation for board or board
                           committee service;
                                    (ii) payments arising solely from
                           investments in the company's securities;
                                    (iii) compensation paid to a Family Member
                           who is a non-executive employee of the company or a
                           parent or subsidiary of the company;
                                    (iv) benefits under a tax-qualified
                           retirement plan, or non-discretionary compensation;
                           or
                                    (v) loans permitted under Section 13(k) of
                           the . . . [Securities Exchange Act of 1934 ("Exchange
                           Act")]. Provided, however, that audit committee
                           members are subject to additional, more stringent
                           requirements under [Nasdaq Stock Market ("Nasdaq")]
                           Rule 4350(d).
                           (C) a director who is Family Member of an individual
                  who is, or at any time during the past three years was,
                  employed by the company or by any parent or subsidiary of the
                  company as an executive officer;
                           (D) a director who is, or has a Family Member who is,
                  a partner in, or a controlling shareholder or an executive
                  officer of, any organization to which the company made, or
                  from which the company received, payments for property or
                  services in the current or any of the past three fiscal years
                  that exceed 5% of the recipient's consolidated gross revenues
                  for that year, or $200,000, whichever is more, other than the
                  following:
                                    (i) payments arising solely from investments
                           in the company's securities; or
                                    (ii) payments under non-discretionary
                           charitable contribution matching programs.
                           (E) a director of the listed company who is, or has a
                  Family Member who is, employed as an executive officer of
                  another entity where at any time during the past three years
                  any of the executive officers of the listed company serve on
                  the compensation committee of such other entity; or
                           (F) a director who is, or has a Family Member who is,
                  a current partner of the company's outside auditor, or was a
                  partner or employee of the company's outside auditor who
                  worked on the company's audit at any time during any of the
                  past three years.
                           (G) In the case of an investment company, in lieu of
                  paragraphs (A)-(F), a director who is an "interested person"
                  of the company as defined in section 2(a)(19) of the
                  Investment Company Act of 1940, other than in his or her
                  capacity as a member of the board of directors or any board
                  committee."

                                                                          Page 2
<PAGE>
          o   Lack of Independence - The following conditions are incompatible
              with a director being independent under the Nasdaq Independence
              Rule, unless they have been absent for three years-

              -   Company Employment, Family Member - Being employed by the
                  Company, any parent, or any subsidiary of the Company, or
                  having a "Family Member" who is employed as an executive
                  officer of any of those entities.

                  |X| The Nasdaq Independence Rule defines "Family Member" as "a
                      person's spouse, parents, children and siblings, whether
                      by blood, marriage or adoption, or anyone residing in such
                      person's home."

              -   Company Payments - Receiving more than $60,000 in payments
                  from the Company (including any parent or subsidiary of the
                  Company) or having a Family Member who received payments in
                  that amount. The payments referred to here exclude director
                  and committee fees, payments from investments in the Company's
                  securities, compensation to a family member who is not an
                  executive officer of the Company (or a parent or subsidiary of
                  the Company), loans permitted under Section 13(k) of the
                  Exchange Act, and pension or other deferred compensation for
                  prior service that is not contingent on continued service.

              -   Service on Compensation Committee - Being an executive officer
                  of another entity that has had any of the Company's executive
                  officers serve on its compensation committee or having a
                  family member who was an executive officer of another entity
                  under such conditions.

              -   External Auditor Partner - Being a current partner of the
                  Company's independent external auditor ("External Auditor") or
                  partner or employee of the External Auditor who worked on the
                  Company's audit any time in the past three years or having a
                  family member who has such a relationship.

              -   Principal of Service Provider - Being a partner, controlling
                  shareholder, or executive officer of another company that pays
                  or receives from the Company, in any single year, amounts
                  exceeding the greater of $200,000 or 5% of the recipient
                  company's consolidated gross revenues (or having a family
                  member that makes or receives such payments). The requirement
                  excludes payments from investment in the Company's securities
                  and payments under non-discretionary charitable contribution
                  matching programs.

          o   Removal and Replacement - Subject to Alaska law, a Committee
              member may be removed or replaced by, and any vacancies on the
              Committee may be filled by, the Board, taking into account
              recommendations of the Committee.

                              Operating Principles

         The Committee shall fulfill its responsibilities within the context of
the following overriding principles:

          o   Meetings - The Chair of the Committee, in consultation with
              Committee members, shall determine the frequency and schedule of
              Committee meetings, provided the Committee will meet at least two
              times per year. Committee meetings and matters relating to them
              are subject to the provisions of the Company's Bylaws ("Bylaws").
              The Committee may ask members of management or others whose advice
              and counsel are relevant to the issues then being considered by
              the Committee to attend any meetings and to provide such
              information as the Committee may request.

                                                                          Page 3
<PAGE>
          o   Agenda - The Chair of the Committee shall develop the Committee's
              agenda, in consultation with other Committee members. Each member
              of the Board and members of management are free to suggest the
              inclusion of items on the agenda. The agenda and information
              concerning the business which shall be conducted at each Committee
              meeting shall, to the extent practicable, be distributed to
              Committee members sufficiently in advance of each meeting to
              permit meaningful review.

          o   Quorum - A majority of the authorized number of Committee members,
              regardless of possible vacancies, shall constitute a quorum. The
              Committee may act by a majority of the members present at a
              meeting of the Committee at which at least a quorum is present.

          o   Delegation - The Chair of the Committee may, through the Committee
              by resolution, delegate authority to act on behalf of the Chair.
              The Committee may, by resolution, delegate authority to
              subcommittees or individual members of the Committee as it deems
              appropriate.

          o   Communications - The chair and others on the Committee shall, to
              the extent appropriate, have contact throughout the year with
              senior management, other committee chairs, other key committee
              advisors, the External Auditor, etc., as applicable, to strengthen
              the Committee's knowledge of relevant current and prospective
              business issues.

          o   Committee Meeting Attendees - The Committee shall request members
              of management, counsel, and the External Auditor, as applicable,
              to participate in Committee meetings, as necessary to carry out
              Committee responsibilities. The External Auditor or counsel may,
              at any time, request a meeting with the Committee or its chair,
              with or without management in attendance.

          o   Reporting to the Board of Directors - The Committee, through the
              Committee chair, shall report periodically, as deemed necessary,
              but at least annually, to the full Board. In addition, summarized
              minutes from Committee meetings shall be available to each Board
              member at least one week prior to the subsequent meeting of the
              Board.

          o   Resource and Authority - The Committee shall have the resources
              and authority to discharge its duties and responsibilities,
              including the authority to retain counsel and other experts or
              consultants. The Committee shall have the sole authority to select
              and retain a consultant or search firm to identify director
              candidates, to terminate any such consultant or search firm
              retained by it, and to approve the consultant or search firm's
              fees and other retention terms.

                            Primary Responsibilities

         The Committee shall have primary responsibility for the following:

          o   Nominating Matters - Addressing nominating matters.

          o   Corporate Governance Matters - Addressing corporate governance
              matters.

          o   Complaints - Addressing Complaints on certain alleged illegal acts
              and unethical behavior-related conduct by Board members in
              violation of the Ethics Code.

          o   Chief Financial Officer - Supervising Chief Financial Officer on
              Ethics Code.

                                                                          Page 4
<PAGE>
          o   Performance Evaluation - Conducting Committee performance
              evaluation ("Committee Performance Evaluation").

Addressing Nominating Matters

         The Committee shall have the following nominating responsibilities:

          o   Seek Out Prospective Board Members - The Committee shall, from
              time to time, seek out candidates as prospective Board members
              through the efforts of its individual members and, in the
              Committee's discretion, through consultants as otherwise provided
              in this charter.

              -   Management Recommendations - The Committee may, but is not
                  required to do so, consider recommendations for candidates
                  proposed by Company management.

              -   Shareholder Recommendations - The Committee may consider
                  certain Company shareholder recommendations ("Shareholder
                  Recommendations").

          o   Board Skills and Characteristics - The basic skills and
              characteristics required as prerequisites for each member, unless
              otherwise specified, on the Board ("Board Skills and
              Characteristics") are as follows -

              -   Knowledge, Skills and Experience - Knowledge, skills and
                  experience in at least one of the primary industries in which
                  the Company operates.

              -   Fundamental Financial Statements - Ability to read and
                  understand fundamental financial statements, including the
                  Company's balance sheet, income statement, and cash flow
                  statement, and at least familiarity with the underlying
                  accounting rules and practice.

              -   Business and Financial Risks - Ability to understand key
                  business and financial risks of the Company.

              -   Changing Needs of Society - Appreciation of the relationship
                  of the Company's business to the changing needs of society.

              -   Financial Sophistication - With respect to at least one Board
                  member, skills, attributes, and financial sophistication of an
                  Audit Committee Financial Expert as the term is defined in the
                  Company's Audit Committee Charter.

              -   Independent Director - With respect to at least a simple
                  majority of the authorized members of the Board, each an
                  Independent Director.

              -   Other Specifications - Other skills and characteristics
                  specifically identified and approved by the Committee.

          o   Review Board Skills and Characteristics - As a part of the
              Company's assessment of strategic direction, review with the Board
              on at least an annual basis the Board Skills and Characteristics
              and recommend appropriate amendments to, or changes of, them.

          o   Recommend Existing Board Members - In the sole discretion of the
              Committee, recommend to the Board for renomination one or more of
              those existing Board members

                                                                          Page 5
<PAGE>
              whose positions are up for election after considering all of the
              following criteria as applied to each such member -

              -   Board Size - Appropriate size of the Board.

              -   Minimum Qualifications - Minimum Qualifications to be a Board
                  member as set forth in Article IV, Section 2(a) of the Bylaws.

              -   Skills and Characteristics - Level of Board Skills and
                  Characteristics.

              -   Company Strategic Direction - Committee's understanding of the
                  strategic direction requirements of the Company.

              -   Board Compositional Needs - Specific compositional needs of
                  the Board, including, but not limited to, specific talents and
                  experience involving technology, business, finance,
                  administration or public service, in light of prevailing
                  business conditions and the Board Skills and Characteristics
                  already possessed by other members of the Board.

              -   Annual Evaluation - Results of annual evaluation.

              -   Personal Preference - Wishes of affected existing Board member
                  to be re-nominated.

          o   Identify and Recommend Proposed Board Member Vacancies - Identify,
              from time to time, one or more individuals satisfying all of the
              following criteria as applied to the individual and recommend that
              the Board select the individual as a nominee to stand for election
              to the Board by the shareholders or, in the case of a vacancy on
              the Board, recommend that the Board fill the vacancy with that
              individual, subject to the individual's standing for election by
              the shareholders at the then next shareholder meeting:

              -   Board Size - Appropriate size of the Board.

              -   Minimum Qualifications - Minimum Qualifications to be a Board
                  member as set forth in Article IV, Section 2(a) of the Bylaws.

              -   Skills and Characteristics - Level of Board Skills and
                  Characteristics.

              -   Company Strategic Direction - Committee's understanding of the
                  strategic direction requirements of the Company.

              -   Board Compositional Needs - Specific compositional needs of
                  the Board, including, but not limited to, specific talents and
                  experience involving technology, business, finance,
                  administration or public service, in light of prevailing
                  business conditions and the Board Skills and Characteristics
                  already possessed by other members of the Board.

          o   Recommend Proposed Committee Members - Identify and recommend for
              appointment by the Board, Board members qualified to fill
              vacancies on any committee of the Board, including the Committee.
              In nominating a candidate for a committee membership, the
              Committee shall take into consideration the factors set forth in
              the charter for that committee, if any, or as required by law or
              regulation, as well as any other factors it deems appropriate,
              including but not limited to, experience, skill and background.


                                                                          Page 6
<PAGE>
          o   Issue Committee Reports - Report to the Board periodically on the
              status of the Committee's efforts on Board and committee
              nominations.

          o   Invite Prospective Board Member - Chair of the Committee, in
              conjunction with the Company's Chief Executive Officer ("Chief
              Executive Officer"), Chairman of the Board and the Board,
              generally, shall extend an invitation to the selected candidate to
              join the Board.

          o   Review Significant Change in Director Status - Upon a significant
              change in a director's personal circumstances, including a change
              of principal occupation, or in the event a significant ongoing
              time commitment arising which may be inconsistent with a
              director's service on the Board, review, as appropriate and, in
              light of the then-current Board policies, the continued Board
              membership of that director and make an appropriate recommendation
              to the Board.

          o   Consider Shareholder Recommendations - A shareholder having at
              least the minimum requisite ownership in the Company
              ("Recommending Shareholder") may make a Shareholder
              Recommendation, i.e., recommend to the Committee a candidate for
              nomination and election to the Board at a Company annual
              shareholder meeting. The Committee shall consider that Shareholder
              Recommendation, subject to the following -

              -   Timely Receipt of Recommendation Statement - The Shareholder
                  Recommendation must be received by the Committee, timely,
                  along with a statement in support of the recommendation
                  ("Recommendation Statement") to ensure the Committee's
                  consideration of it.

                  |X| A Shareholder Recommendation, including the Recommendation
                      Statement, to be "received by the Committee" must be
                      delivered to the following address:

                      ATTN: Chair, Nominating and Corporate Governance Committee
                      (______ [Year of Meeting] Annual Meeting Recommendation)
                      General Communication, Inc.
                      2500 Denali Street, Suite 1000
                      Anchorage, Alaska  99503

                  |X| To be "timely," the Committee must receive the Shareholder
                      Recommendation not earlier than, and not later than the
                      dates as prescribed in the Company's Bylaws (Article III,
                      Section 14) pertaining to submission of a shareholder
                      proposal in conjunction with an annual meeting.

                  |X| A Recommending Shareholder is a shareholder who, as of the
                      date of the Shareholder Recommendation and the record date
                      for the annual meeting, is a beneficial owner of at least
                      one share of voting securities of the Company, i.e., one
                      share of Class A common stock, one share of Class B common
                      stock or one share of preferred stock which either has
                      voting rights directly or indirectly on an equivalent
                      as-converted basis in common stock of the Company.

              -   Content of Recommendation Statement - The Recommendation
                  Statement must set forth the following -

                  |X| For each candidate recommended -

                                                                          Page 7
<PAGE>
                      |_| The candidate's name, age, business and residential
                          address and principal occupation or employment.

                      |_| The class and number of shares of Company capital
                          stock beneficially owned by the Recommending
                          Shareholder on the date of the Shareholder
                          Recommendation.

                      |_| A description of all arrangements or understandings
                          between the Recommending Shareholder and the candidate
                          and the name of any other person pursuant to which the
                          recommendation is to be made.

                      |_| All other information relating to the candidate that
                          is required to be disclosed in solicitation of proxies
                          for election of directors or is otherwise required in
                          each case pursuant to Regulation 14A adopted pursuant
                          to the Exchange Act.

                      |_| Written consent of the candidate to being recommended
                          as a candidate and nominee, in the event the Committee
                          and the Board should accept the recommendation, in the
                          Company's proxy statement and to serve as a director
                          if so elected.

                  |X| As to the Recommending Shareholder (and the beneficial
                      owner if different from the registered holder of the
                      underlying Company voting common stock) -

                      |_| The Recommending Shareholder's name and address as
                          appears on the Company's books (and also that of that
                          beneficial owner).

                      |_| The class and number of shares of Company capital
                          stock owned beneficially and of record by the
                          Recommending Shareholder (and also that of that
                          beneficial owner).

                  |X| Other information as may be requested by the Committee on
                      the Recommending Shareholder or the Recommended Candidate.

              -   Review and Evaluation - A Shareholder Recommendation shall be
                  reviewed and evaluated by the Committee, and the Committee's
                  determination on that recommendation shall be subject to the
                  application of the same criteria as shall be the case for a
                  determination by the Committee on existing Board members
                  standing for re-election.

              -   Significant Shareholder Recommendation - In the event the
                  Committee shall have received, by a date (month, day) not
                  later than the 120th calendar day before the date (month, day)
                  of the Company's proxy statement released to its shareholders
                  in connection with the previous year's annual meeting, a
                  Shareholder Recommendation from a significant Recommending
                  Shareholder -

                  |X| The Committee shall identify in the Company's management
                      proxy statement for the anticipated annual meeting the
                      candidate who is the subject of the Shareholder
                      Recommendation and the significant

                                                                          Page 8
<PAGE>
                      Recommending Shareholder and shall disclose whether the
                      Committee chose to nominate the candidate -

                      |_| However, no such identification or disclosure is
                          required without submission to the Committee of
                          written consents by both the significant Recommending
                          Shareholder and the candidate.

                      |_| Here, "significant Recommending Shareholder" means a
                          shareholder of the Company who has been a beneficial
                          owner of more than 5% of the Company's voting common
                          stock (combined Class A and Class B common stock
                          outstanding, and voting equivalent shares, if any,
                          from the issuance of preferred stock) for at least one
                          year as of the date the Shareholder Recommendation was
                          made, or was a group of such shareholders that
                          beneficially owned in the aggregate more than 5% of
                          that Company voting common stock with each of the
                          securities used to calculate that ownership held for
                          at least one year from that date.

                      |_| As an example of the chronology, a Shareholder
                          Recommendation from a significant Recommending
                          Shareholder meeting the deadline for receipt by the
                          Committee would include a recommendation for the
                          Company's 2005 annual shareholder meeting which is
                          received on December 1, 2004 where the 120th calendar
                          day before the release on April 30, 2004 of proxy
                          materials for the 2004 annual meeting was January 1,
                          2004.

                  |X| In the event the date of the anticipated annual meeting
                      shall have been changed by more than 30 days from the date
                      of the previous year's annual meeting, the Company's
                      obligation to consider a Shareholder Recommendation will
                      arise where the Company shall receive the Shareholder
                      Recommendation a reasonable time before the Company shall
                      have begun to print and mail its proxy materials.

              -   Report of Categories - In the event the Committee shall
                  approve a Shareholder Recommendation for inclusion on the
                  Company's management proxy card (other than nominees who are
                  directors standing for re-election), the Committee shall
                  report in the proxy statement accompanying that card which one
                  or more of the following categories of persons or entities
                  recommended that candidate: security holder, non-management
                  director, chief executive officer, other executive officer,
                  third-party search firm, or other specified source.

          o   Consultant Fee - In the event the Company shall pay a fee to a
              third party to identify or evaluate, or to assist in identifying
              or evaluating potential nominees, the function performed by each
              such party shall be disclosed in the corresponding Company
              management proxy statement describing that nominee for election as
              a director.

          o   Other Duties - Carry out other duties or responsibilities
              expressly delegated, from time to time, to the Committee by the
              Board relating to nomination of Board and committee members.

Addressing Corporate Governance Matters

         The Committee shall have the following corporate governance
responsibilities:

                                                                          Page 9
<PAGE>
          o   Review and Recommend Changes To Ethics Code - Review and make
              recommendations at least once a year to the Board regarding the
              content, structure and scope of, and compliance with, the Ethics
              Code.

          o   Develop Corporate Governance Principles - Develop and recommend to
              the Board a set of corporate governance principles applicable to
              the Company ("Corporate Governance Principles"), and review those
              principles at least once a year. The Corporate Governance
              Principles shall include, but not be limited to -

              -   Standards - Director qualification standards.

              -   Responsibilities - Director responsibilities.

              -   Access To Management - Director access to management and, as
                  necessary and appropriate, independent advisors.

              -   Compensation - Director compensation.

              -   Continuing Education - Director orientation and continuing
                  education.

              -   Succession - Management succession.

              -   Performance Evaluation - Annual performance evaluation of the
                  Board.

          o   Advise on Legal Developments - Advise the Board periodically with
              respect to significant developments in the law and practice of
              corporate governance as well as the Company's compliance with the
              Corporate Governance Principles and applicable laws and
              regulations.

          o   Recommend Corporate Governance Action - Make recommendations to
              the Board, from time to time, on all matters of corporate
              governance and corrective action to be taken as the Committee
              deems appropriate.

          o   Review Structure of Board Committees - Review on an annual basis
              the Board's committee structure and recommend to the Board for its
              approval directors to serve as members of each committee.

          o   Establish Criteria for Annual Performance Self-Evaluation -
              Establish criteria and process for, and lead the Board and each
              Board committee in, its annual performance self-evaluation. Each
              such evaluation will be discussed with the full Board following
              the end of each calendar year, will focus on contributions to the
              Company by the Board and each Board committee, and will
              specifically focus on areas in which a better contribution could
              be made.

          o   Review Director Compensation - Review annually director
              compensation and benefits and make recommendations to the Board.

          o   Review Chief Executive Officer Compensation - Work with the Chair
              of the Compensation Committee on issues of management objectives,
              Chief Executive Officer evaluation, and management development and
              succession.

          o   Carry Out Other Duties - Carry out other duties or
              responsibilities expressly delegated, from time to time, to the
              Committee by the Board relating to corporate governance.

                                                                         Page 10
<PAGE>
Addressing Complaints on Certain Alleged Illegal Acts, Unethical Behavior,
Other Matters

         The Committee shall have the following special duties:

          o   Complaints - The Committee, from time to time, when it shall
              receive a Complaint, i.e., an inquiry or complaint or when the
              Committee independently shall decide in accordance with this
              charter, shall review and make a determination and recommend
              appropriate action to be taken by the Board on the Complaint,
              subject to the following -

              -   Specific Meaning - In this context, "Complaint" shall mean,
                  unless the context otherwise requires, a matter pertaining to
                  alleged illegal activity involving a person or unethical
                  behavior-related violation of the Ethics Code by a person
                  ("Unethical Conduct"), where the person is a director on the
                  board of directors of the Company or of any its directly or
                  indirectly wholly-owned subsidiaries ("Director"), or other
                  matters as designated by the Board.

              -   Other Complaints - In the event the Complaint shall relate to
                  an allegation of illegal activity or unethical
                  behavior-related violation of the Ethics Code by an officer,
                  director, or employee of the Company or any of its directly or
                  indirectly wholly-owned subsidiaries ("Employee") pertaining
                  to Company accounting, internal controls on accounting, or
                  audit matters ("Accounting Violation") or to confidential,
                  anonymous or other submission by an Employee of concern
                  regarding an alleged Company questionable accounting or audit
                  practice ("Questionable Accounting Practice"), the Complaint
                  shall be handled separate from the Committee as set forth in
                  this section.

          o   Other Complaint-Related Matters - The Committee shall address
              other Complaint-related matters as designated by the Board.

          o   Procedure - The following shall constitute the Company's procedure
              for receipt, retention and treatment of Complaints regarding
              Accounting Violations and Questionable Accounting Practices by an
              Employee, and Unethical Conduct by a Director or by an Employee
              who is not a Director -

              -   Specific Allegations - Topics that may be addressed in
                  Complaints must relate to specific alleged Accounting
                  Violations, Questionable Accounting Practices, or Unethical
                  Conduct.

              -   Accounting Violations and Questionable Accounting Practices -
                  A Complaint regarding Accounting Violations or Questionable
                  Accounting Practices must be directed to the Audit Committee
                  for response or investigation. Topics that may be addressed in
                  such Complaints include, but are not limited to the following
                  -

                  |X| Allegations of fraud or deliberate error in the
                      preparation of the Company financial statements.

                  |X| Allegations of fraud or deliberate error in the review or
                      audit of Company financial statements.

                  |X| Allegations of fraud or deliberate error in maintaining
                      Company financial records.

                  |X| Deficiencies in internal control, or violations of
                      internal control policies.

                                                                         Page 11
<PAGE>
                  |X| False statements by a senior officer or accountant
                      regarding matters included in financial reports or
                      records.

                  |X| False statements made to independent auditors.

                  |X| Other information that can have a material impact on the
                      fairness of the Company's financial statements.

              -   Director Unethical Conduct Complaint - A Complaint regarding
                  Unethical Conduct by a Director must be directed to the
                  following committee for response and investigation, if any, as
                  conditioned -

                  |X| Audit Committee, should the Complaint relate to an
                      Accounting Violation by an Employee, with a copy of the
                      Complaint delivered to the chair of the Nominating and
                      Corporate Governance Committee.

                  |X| Nominating and Corporate Governance Committee, should the
                      Complaint relate to Unethical Conduct by a Director which
                      does not involve an Accounting Violation, with a copy of
                      the Complaint delivered to the chair of the Audit
                      Committee.

                  |X| Audit Committee and Nominating and Corporate Governance
                      Committees, should the Complaint relate to both an
                      Accounting Violation by an Employee, and Unethical Conduct
                      by the Director which does not involve an Accounting
                      Violation.

              -   Employee (Not Director) Unethical Conduct - A Complaint
                  regarding Unethical Conduct by an Employee who is not a
                  Director must be directed to the Employee's supervisor or the
                  Chief Financial Officer for response or investigation. Should
                  the Complaint be submitted to the Employee's supervisor, a
                  copy must be directed to the Chief Financial Officer, unless
                  the Complaint pertains to that officer, in which case the copy
                  must be directed to the Chief Executive Officer.

              -   Written Complaint - A Complaint must be in writing and contain
                  sufficient detail to provide a basis for the investigator to
                  make an independent determination as to whether an Accounting
                  Violation, Questionable Accounting Practice or Unethical
                  Conduct has occurred.

              -   Signature, Date - A Complaint must be signed and dated by the
                  complainant-Employee in the case of an Accounting Violation-
                  or Unethical Conduct-related Complaint.

              -   Signature Not Required on Confidential or Anonymous
                  Questionable Accounting Practice Complaint - A Questionable
                  Accounting Practice-related Complaint need not be signed,
                  should the complainant be seeking confidential or anonymous
                  treatment of the Complaint. However, it must be dated.

              -   Delivery of Complaint To a Committee - A Complaint directed to
                  the Audit Committee or the Nominating and Corporate Governance
                  Committee must be addressed and mailed or otherwise delivered
                  to the chair of the appropriate committee at the Company's
                  corporate offices as follows -

                                                                         Page 12
<PAGE>
                  CONFIDENTIAL
                  ATTN: Chair, Audit Committee
                  (Complaint)
                  GeneralCommunication, Inc.
                  2500 Denali Street, Suite 1000
                  Anchorage, Alaska 99503

                  or

                  CONFIDENTIAL
                  ATTN: Chair, Nominating and
                  Corporate Governance Committee
                  (Complaint)
                  General Communication, Inc.
                  2500 Denali Street, Suite 1000
                  Anchorage, Alaska 99503

              -   Delivery of Complaint To the Chief Financial Officer - A
                  Complaint directed to the Chief Financial Officer must be
                  addressed and mailed or otherwise delivered to that officer at
                  the Company's corporate offices as follows -

                                  CONFIDENTIAL
                                  ATTN:  Chief Financial Officer (Complaint)
                                  General Communication, Inc.
                                  2500 Denali Street, Suite 1000
                                  Anchorage, Alaska 99503

              -   Other Forms of Delivery - The Chief Financial Officer, in
                  conjunction with the chairs of the Audit Committee and the
                  Nominating and Corporate Governance Committee, shall review
                  and, in the event they shall reach consensus, recommend to the
                  Board other possible means by which a complainant shall
                  deliver a Complaint to the Company, including, but not limited
                  to, an internet address or a toll-free telephone number.

              -   Complaint Filing System - The Chief Financial Officer, in
                  conjunction with the chairs of the Audit Committee and the
                  Nominating and Corporate Governance Committee, shall establish
                  a procedure compatible with the charters of both committees
                  and the Ethics Code and providing for the corresponding
                  investigator of a Complaint, or complaint relating to an
                  Accounting Matter or to a Questionable Accounting Practice
                  (for purposes of describing these procedures further in this
                  charter and unless the context otherwise requires, "Complaint"
                  refers to all such complaints), to log the Complaint into a
                  filing system specifically established to retain, process, and
                  otherwise provide for the treatment of Complaints ("Complaint
                  Filing System").

                  |X| The Complaint Filing System will be used by each of these
                      three investigators in the separate duties of each in
                      addressing a Complaint.

              -   Processing of a Complaint - The recipient (investigator) of a
                  Complaint will log the Complaint into the Complaint Filing
                  System, subject to the following -

                  |X| Should the Complaint be in the nature of an allegation of
                      an Accounting Violation, a Questionable Accounting
                      Practice or Unethical Conduct, the investigator must -

                      |_| Determine, based upon the information provided in the
                          Complaint and independent investigation which the
                          investigator, in the investigator's sole discretion,
                          deems appropriate given the nature of the Complaint,
                          whether there is a reasonable basis for the allegation
                          made in the Complaint.

                      |_| Investigate the Complaint.


                                                                         Page 13
<PAGE>
                      |_| Decide whether to hold a hearing on the matter and,
                          should the investigator choose to hold such a hearing,
                          give notice of, and hold the hearing on, the
                          Complaint, request witnesses to appear at the hearing,
                          and otherwise gather evidence necessary for the
                          investigator to render a determination on the
                          Complaint.

                      |_| Submit a written determination to, and recommend
                          appropriate action by, the Board.

                  |X| Should the Complaint be in the nature of a Questionable
                      Accounting Practice where the Complaint is unsigned or
                      where the Complainant has otherwise indicated the
                      Complaint is presented as a confidential, anonymous
                      submission to the investigator, the investigator must -

                      |_| Determine, based upon the information provided in the
                          Complaint and independent investigation which the
                          investigator, in the investigator's sole discretion,
                          deems appropriate given the nature of the Complaint,
                          whether there is a reasonable basis for the allegation
                          made in the Complaint.

                      |_| Render a written determination on the Complaint.

                      |_| Submit the written determination to, and recommend
                          appropriate action by, the Board.

                  |X| Should the Complaint be in the nature of an inquiry
                      without allegation of an Accounting Violation,
                      Questionable Accounting Practice or Unethical Conduct, the
                      recipient may in the recipient's sole discretion do either
                      of the following -

                      |_| Respond directly to the complainant.

                      |_| Recommend to the Board appropriate action.

                  |X| The investigator will, regardless of the nature of the
                      Complaint, seek to process it in a timely manner.

                  |X| The investigator shall be informed of the receipt of
                      Complaints at least on a weekly basis. In the event the
                      Complaint shall be directed to a committee, the chair of
                      the committee shall be informed of the receipt of the
                      Complaint within not more than two business days.

                  |X| A Complaint pertaining to one or more executive officers
                      or Directors must receive especially timely review by the
                      corresponding investigator.

                  |X| Each investigator will decide, upon initial review of a
                      Complaint, whether a formal investigation shall be
                      initiated and the extent of it, including who shall carry
                      out the investigation, and the resources which shall be
                      deemed necessary to carry it out.

                  |X| All signed Complaints will be acknowledged as received by
                      the investigator. In the event the signed Complaint shall
                      be directed to a committee, the chair of the committee, or
                      the chair's designee, shall acknowledge receipt of the
                      Complaint.

                                                                         Page 14
<PAGE>
                  |X| In the event the investigator shall conclude a Complaint
                      as not one subject to the scope of the investigator's
                      responsibilities under a committee charter or otherwise
                      but as one raising legitimate issues, the investigator
                      shall forward the matter to the Chief Financial Officer
                      for direct action or referral to the appropriate person
                      for review and action.

              -   Annual Status Reports - The Audit Committee, the Nominating
                  and Corporate Governance Committee, and the Chief Financial
                  Officer, as investigators of Complaints, will at least
                  annually each provide reports to the Board on the status of
                  Complaints received, including, but not limited to -

                  |X| A brief description of each.

                  |X| The status of each.

                  |X| Recommended action, if any, on each by the Board which may
                      take the form any of the following -

                      |_| Affirmative relief.

                      |_| Dismissal of the Complaint.

                      |_| Closure of the file on the Complaint for which the
                          investigator has not received additional requested
                          information from the complainant within a reasonable
                          time which the investigator deems necessary to make a
                          determination in the matter.

              -   Retention of Closed File - A Complaint file, once closed, will
                  be retained for a time period of 10 years and in accordance
                  with the Company's appropriate records retention policy, after
                  which the file will be destroyed. Unless specifically provided
                  otherwise in that policy, the Chief Financial Officer or that
                  officer's designee is the custodian of a closed Complaint
                  file.

              -   Confidential Treatment - An investigator will be particularly
                  sensitive to the confidential nature of Complaints, especially
                  ones where the complainant has made the Complaint through a
                  confidential or anonymous submission. Complaint files will not
                  be available generally to Employees except with the permission
                  of the investigator and only in accordance with the Company's
                  policy on confidential records, if any, pertaining to the
                  subject matter of the Complaint.

              -   Committee Review - In the event the investigator shall be the
                  Audit Committee or the Nominating and Corporate Governance
                  Committee, a Complaint shall be reviewed initially by the
                  committee's chair, or the chair's designee, and an initial
                  analysis submitted to the committee. Any formal action taken
                  by the committee on the Complaint must be at a duly scheduled
                  meeting at which at least a quorum of its members is present,
                  and a determination on the Complaint must be by vote of at
                  least a majority of the committee present, subject further to
                  the procedural requirements of the Bylaws.

              -   Other Procedures - The Committee shall adopt such other
                  procedures, subject to prior Board approval, as may be
                  necessary to carry out the Committee's responsibilities in
                  addressing Complaints and other matters addressed in this
                  section.
                                                                         Page 15
<PAGE>
Supervising Chief Financial Officer on Ethics Code

         The Committee shall supervise the Chief Financial Officer in the
context of the Ethics Code. However, the Chief Financial Officer shall have
primary authority and responsibility for enforcement of the Ethics Code, except
as expressly provided in the Ethics Code.

Conducting Committee Performance Evaluation

         The Committee shall each year conduct a Committee Performance
Evaluation, i.e., it shall review, discuss, and assess its own performance, as
well as the Committee's purpose and responsibilities, seeking responses from
senior management, the full Board, and others. Changes, if any, in the
Committee's purpose or responsibilities, or, generally, changes to this charter
shall be recommended to the full Board for approval.

                                  Other Matters

         The foregoing provisions of this charter are not intended to be
exhaustive. The Committee may, in addition, perform such other functions as may
be necessary or appropriate for the performance of its purposes and
responsibilities.

         Nothing in this charter is intended to, and must not be construed as,
creating any responsibility or liability of the members of the Committee except
to the extent otherwise provided under applicable Alaska law which continues to
set the legal standard for the conduct of the Committee members.


         ADOPTED by the board of directors of General Communication, Inc. as of
this 24th day of February, 2004.



                                             /s/
                                             John M. Lowber
                                             Secretary


                                                                         Page 16