Exhibit 10.19


                         QUESTIONS AND ANSWERS ABOUT THE
                    QUALIFIED EMPLOYEE STOCK PURCHASE PLAN OF
                           GENERAL COMMUNICATION, INC.
                          Amended as of January 1, 2003

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
            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."
           -----------------------------------------------------------


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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 terms of the Plan as of January 1, 2003. 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, 2002, and is credited with
800 hours of service in the first year of employment (January 11, 2002, to
January 10, 2003), 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, 2003, to January 10,
2004) that employee may become a Participant on the next entry date of the Plan
(April 1, 2004).

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.


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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 appointed Ronald A Duncan, Wilson Hughes
and John M. Lowber, senior officers of the Company, to collectively serve as
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.


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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. You may contribute up to 50% of your compensation
         in each year (12% for highly compensated employees, as defined by the
         IRS), up to a maximum of $12,000 in 2003, $13,000 in 2004, $14,000 in
         2005, and $15,000 in 2006.

         In addition, if you reach age 50 by December 31, you may contribute an
         additional $2,000 as a salary reduction contribution for the 2003 Plan
         Year. This is called a "catch-up" contribution, and the catch-up
         contribution amount will increase to $3,000 in 2004, $4,000 in 2005,
         and $5,000 in 2006.

         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.

         (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% 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


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         accumulate some tax deferred income, and will receive the Nonqualified
         Voluntary Contributions back tax free at the time of distribution.

         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 100 percent of
         the Participant's gross compensation or $40,000 (as adjusted from time
         to time), plus the amount of any catch-up contributions. 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 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. As described in Question 9, the election to invest Participant
contributions made after 2002 in Company stock is irrevocable so the election to
invest in Company common stock must be considered carefully.

If the Participant elects to invest any portion of his future 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 Company matching contribution may not exceed 10% 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.

9. What happens to contributions to the Plan?

   Participant Accounts

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


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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. Class A common stock of the
Company will be valued at the closing prices of the stock as reported Nasdaq
National Market tier of The Nasdaq Stock Market . Class B common stock of the
Company will be valued at the 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
Class B common stock.

All contributions to the Plan are deposited with the Trustee. Except as
described under "Diversification Right" below, 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.

   Participant Investment Direction of Participant Contributions

Effective for Participant contributions made on or after January 1, 2002,
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 made after January 1, 2002, 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 all of your Salary Reduction Contributions and
Nonqualified Voluntary Contributions made after January 1, 2002, in investment
options other than Company common stock, the Company's 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.)


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   Special Rules Regarding Investments In Company Common Stock

     Diversification Right- Investments in Company Common Stock as of
     December 31, 2002

         Participants may diversify the investment of their Accounts to the
extent both Company and Participant contributions were invested in Company
common stock as of December 31, 2002, (the "Qualifying Balance"). As of January
9, 2003, you may elect to change the investment of up to 100% of your Qualifying
Balance, to any investment category offered under the Plan.

         Diversification election changes will be made as soon as practicable
following receipt by the Plan Administrator of the diversification election. The
time and manner of making a diversification election will be established the
Plan Administrator.

     Investments in Company Common Stock After December 31, 2002

         Company contributions and Participant contributions made after December
31, 2002, will not be subject to the diversification right described above.

         In addition, once you elect to invest any of your Salary Reduction
Contributions or Nonqualified Voluntary contributions made after December 31,
2002, 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.

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)


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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.

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


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             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.

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


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             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 six months after the
             receipt of the withdrawn funds.

         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.

         Hardship withdrawals will be distributed only in cash. Hardship
         withdrawals are not eligible for rollover treatment.

         (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
         13(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.


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         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:

                  (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.


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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 (excluding any rollover
contributions to this Plan), upon the Participant's written consent, the
Participant's total vested Account balance will be distributed as follows:

         (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


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<PAGE>
         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 (excluding any rollover
contributions), 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.

             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.


January 1, 2003                        -13-
<PAGE>
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 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?

As participants in the Plan, you are entitled to certain rights and protection
under the Employee Retirement Income Security Act of 1974 ("ERISA"). ERISA
provides that all Plan participants will be entitled to:

         a.       Examine, without charge, at the Plan Administrator's office
                  and at other specified locations, such as worksites and union
                  halls, all Plan documents including insurance contracts,
                  collective bargaining agreements, and a copy of the latest
                  annual report (Form 5500 Series) filed by the Plan with the
                  U.S. Department of Labor, and


January 1, 2003                        -14-
<PAGE>
                  available at the Public Disclosure Room of the Pension and
                  Welfare Benefits Administration.

         b.       Obtain, upon written request to the Plan Administrator, copies
                  of documents governing the Plan, including insurance contracts
                  and collective bargaining agreements, and a copy of the latest
                  annual report (Form 5500 Series) and updated summary plan
                  description. 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 financial report.

         d.       Obtain a statement telling you whether you have a right to
                  receive a benefit at normal retirement age (age 65) and if so,
                  what your benefits would be at normal retirement age if you
                  stop working under the Plan now. If you do not have a right to
                  a benefit, the statement will tell you how many more years you
                  have to work to get a right to a benefit. This statement must
                  be requested in writing and is not required to be given more
                  than once every twelve months. The Plan must provide the
                  statement free of charge.

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

                  If you claim for a benefit is denied or ignored, in whole or
in part, you have a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial, all
within certain time schedules. Under ERISA, there are steps you can take to
enforce the above rights. For instance, if you request a copy of Plan documents
or the latest annual report from the Plan and do not receive them within 30
days, you may file suit in federal court. In such a case, the court may require
the Plan Administrator to provide the materials and pay you up to $110 a day
until you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Administrator. If you have a claim for
benefits which is denied or ignored, in whole or in part, you may file suit in a
state or federal court. In addition, if you disagree with the Plan's decision or
lack thereof concerning the qualified status of a domestic relations order, you
may file a suit in federal court.




January 1, 2003                        -15-
<PAGE>
         If it should happen that Plan fiduciaries misuse the Plan's money, or
if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a federal
court. The court will decide who should pay court costs and legal fees. If you
are successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these court costs and
fees, for example, if it finds your claim is frivolous.

                  If you have any questions about the Plan, you should contact
the Plan Administrator or Plan Committee at the addresses on the last page of
this summary. If you have any questions about this summary or about your rights
under ERISA, or if you need assistance in obtaining documents from the Plan
Administrator, you 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. You also may obtain certain publications
about your rights and responsibilities under ERISA by calling the publications
hotline of the Pension and Welfare Benefits Administration.

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)      You cannot assign or encumber any of the benefits which you
                  may expect to receive under the Plan, nor can any of your
                  share in Company contributions be made subject to the claim of
                  any creditor. However, under a qualified domestic relations
                  order, all or a portion of the benefits payable to a
                  participant may be assigned to an alternate payee under
                  procedures established by the Committee. Participants and
                  beneficiaries can obtain, without charge, a copy of the
                  qualified domestic relations order procedures from the Plan
                  Administrator. A domestic relations order is any judgment,
                  decree, or order (including approval of 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.




January 1, 2003                        -16-
<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 maycharge
                  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, 2003                        -17-
<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
          Vicki Cook
          Mark Sorvoja

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

3. Trustees: Responsibility - Administration of Participant contributions.

                  Ronald A. Duncan
                  G. Wilson Hughes
                  John M. Lowber

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.



January 1, 2003                        -18-
<PAGE>
6. Plan Federal ID Number: 92-0072737, Plan 001.

7. Request for information: Plan Administrator.



January 1, 2003                        -19-