QUALIFIED EMPLOYEE STOCK PURCHASE PLAN


                                       OF


                           GENERAL COMMUNICATION, INC.

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


<PAGE>




                                TABLE OF CONTENTS
                                -----------------

                                                                           PAGE
                                                                           ----
ARTICLE I                  NAME AND PURPOSE OF PLAN AND TRUST               3

ARTICLE II                 DEFINITIONS                                      4

ARTICLE III                PARTICIPATION                                    11

ARTICLE IV                 CONTRIBUTIONS                                    13

ARTICLE V                  DETERMINATION AND VESTING OF
                           PARTICIPANT ACCOUNTS                             26

ARTICLE VI                 RETIREMENT DATE--DESIGNATION
                           OF BENEFICIARY                                   30

ARTICLE VII                DISTRIBUTION FROM TRUST FUND                     31

ARTICLE VIII               FIDUCIARY OBLIGATIONS                            43

ARTICLE IX                 PLAN ADMINISTRATOR AND
                           PLAN COMMITTEE                                   46

ARTICLE X                  POWERS AND DUTIES OF THE TRUSTEE                 51

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

ARTICLE XII                MISCELLANEOUS                                    58




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January 01, 2000
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                                    ARTICLE I

                       NAME AND PURPOSE OF PLAN AND TRUST

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




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                                   ARTICLE II

                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

  (ix)      "Compensation"  means the total  amount  actually or  constructively
            paid by an Employer to a  Participant  for services  rendered to the
            Employer during the Plan Year including  overtime pay,  commissions,
            and bonuses,  but excluding  relinquished  vacation pay, unused sick
            pay, insurance  premiums,  pension and retirement  benefits,  living
            expenses, other allowances, and all contributions by the Employer to
            this Plan, to any other tax qualified Plan or to any health accident
            or welfare fund or Plan. Compensation shall be calculated to include
            amounts  that  are  not  currently  paid  to a  Participant  and not
            includible  in  a  Participant's  gross  income  by  reason  of  the
            application of Code Section 125 and 402(g).



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

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

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

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

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

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

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

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

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

            (B) for the Look-Back  Year, had  Compensation  in excess of $80,000
            (as  adjusted by the  Secretary  of the  Treasury for cost of living
            increases), and




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

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

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

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

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

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

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




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January 01, 2000
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            shall  apply to the extent that any back pay is agreed to or awarded
            for a period of time during  which an Employee  did not or would not
            have performed duties.

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

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

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

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

  (xviii)   (A) "Key  Employee"  means any  Employee of an Employer  who, at any
            time during the Plan Year or any of the four  preceding  Plan Years,
            is (1) an officer of an Employer having annual Compensation  greater
            than  50  percent  of  the  dollar  limitation  under  Code  Section
            415(b)(1)(A),  as adjusted  for  increases in the cost of living for
            any  Plan  Year;  (2)  one  of  the  ten  Employees   having  annual
            Compensation from an Employer of more than the $30,000




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            annual addition  limitation as adjusted for increases in the cost of
            living and owning (or  considered to own under Code Section 318) the
            largest  interests of the Employer;  (3) a five percent owner of the
            Employer;  or (4) a one percent owner of the Employer  having annual
            Compensation from the Employer of more than $150,000.

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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




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

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

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

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




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                                   ARTICLE III

                                  PARTICIPATION

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

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

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

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

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

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

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




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



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January 01, 2000
<PAGE>
                                   ARTICLE IV

                                  CONTRIBUTIONS

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

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

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

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




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

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

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

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

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




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

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

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

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

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

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




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January 01, 2000
<PAGE>
            (b) Compensation  Defined. For purposes of limiting Annual Additions
under this section and combined benefits and contributions  under Section 4.9 of
this  Plan,  compensation  means  a  Participant's  wages,  salaries,  fees  for
professional services, and other amounts received for personal services actually
rendered  for the  Employer  (including  but not  limited to,  commissions  paid
salesmen,  compensations  for services on the basis of a percentage  of profits,
commissions on insurance premiums, tips, and bonuses).

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

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

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



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

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

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

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

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

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



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

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

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

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

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

            (c)  Limit  on  Actual  Deferral  Percentage.  The  Actual  Deferral
Percentage for Participants who are Highly  Compensated  Employees for each Plan
Year and the Actual  Deferral  Percentage for



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January 01, 2000
<PAGE>
Participants  who are  Non-Highly  Compensated  Employees for the same Plan Year
must satisfy one of the following tests:

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

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

                         The  following  rules  regarding  the  Actual  Deferral
                         Percentage will apply:

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

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

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

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



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

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

            (f)   Definitions.

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

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

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



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

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

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

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



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

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

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

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



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

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

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

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

            (b)   Definitions.

                  (i)    The "Average  Contribution  Percentage" for a specified
                         group of Participants for a Plan Year is the average of
                         the ratios (calculated  separately for each Participant
                         in  such   group)   of  the  sum  of  the   Participant
                         contributions,  matching  contributions,  and qualified
                         matching    contributions    (to   the   extent


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

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

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

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

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

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

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


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



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

                DETERMINATION AND VESTING OF PARTICIPANT ACCOUNTS

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

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

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



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

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

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

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

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



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

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

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

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

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

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

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


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



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<PAGE>
                                   ARTICLE VI

                   RETIREMENT DATE, DESIGNATION OF BENEFICIARY

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

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

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



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<PAGE>
                                   ARTICLE VII

                          DISTRIBUTION FROM TRUST FUND

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

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

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

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

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



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

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

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

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



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

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

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

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

    Section 7.4 Assignment of Benefits. (a) General Rules. Except as provided in
this Section 7.4, all amounts  payable by the Trustee  shall be paid only to the
person  entitled to them,  and all such



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

            (b)   Qualified Domestic Relations Orders.

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

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

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

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

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

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

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

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

                  (ii)   In the case of any  distribution  before a  Participant
                         has  separated  from  service,   a  qualified  domestic
                         relations order shall not fail to meet the requirements
                         of Section  7.4(b)(i)(E)  of this Plan  solely  because
                         such order requires that



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<PAGE>
                         payment of benefits be made to an  alternate  payee (A)
                         on or  after  the  date  the  Participant  attains  the
                         earliest  retirement age, (B) as if the Participant had
                         retired on the date on which  such  payment is to begin
                         under such order, and (C) in any form in which benefits
                         may be paid  under the Plan to the  Participant  (other
                         than in the  form of a  qualified  joint  and  survivor
                         annuity  with  respect to the  alternate  payee and his
                         subsequent   spouse).   Payment  of   benefits   before
                         Termination of Employment  solely by reason of payments
                         to  an  alternate  payee  under  a  qualified  domestic
                         relations  order  shall not be deemed to be a violation
                         of Code Section 401(a) or (k).

            (c)   Definitions.

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

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

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

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

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

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

                  (i)    Before Death.  The entire  Account of each  Participant
                         (A)  will be  distributed  to him not  later  than  the
                         required  beginning  date; or (B) shall be  distributed



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<PAGE>
                         commencing  not later than the required  beginning date
                         over (1) the life of the  Participant  (or the lives of
                         the Participant and his designated Beneficiary), or (2)
                         a period not  extending  beyond the life  expectancy of
                         the   Participant   (or  the  life  expectancy  of  the
                         Participant and his designated Beneficiary).

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

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

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

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



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

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

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

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

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

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


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<PAGE>
                               specifies.  The Trustee,  in its sole discretion,
                               shall  determine  on  a  nondiscriminatory  basis
                               whether to permit such segregation.

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

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

                         (E)   Installment    Distributions.    If   installment
                               payments of the Participant's Account are elected
                               under  this   section,   the  person  making  the
                               election shall specify the amount of the payments
                               and  when  they  shall  be  made,  provided  that
                               payment  must be made  no  less  frequently  than
                               annually.  The total  installment  payments  each
                               year  shall  equal the  greater of (1) all income
                               from the Account,  or (2) the minimum permissible
                               annual  payment under this Section 7.5, and shall
                               be limited as provided  under  Section  7.2(c) of
                               this  Plan.  If  a  spouse   elects   installment
                               payments,  such spouse shall  determine who shall
                               receive the amounts,  if any,  payable under such
                               installment election after such spouse's death.


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

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

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



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

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

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

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

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

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

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

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

    Section 7.7 Put Option. If Qualifying  Employer Securities  distributed,  as
part of the  balance to the  credit of the  Participant  distributed  within one
taxable year, are not readily tradable on an established market, the Participant
receiving  such  Qualifying  Employer  Securities  has a right  to  require  the
Employer to repurchase such Qualifying Employer Securities at fair market value.
The put option  period shall  extend for 60 days after the date of  distribution
and, if not exercised  during that time period shall extend for an additional 60
day  period in the  following  Plan Year (to the  extent  provided  in  Treasury
regulations).  Payments for the Qualifying  Employer  Securities must be made in
substantially  equal period  payments over a period not exceeding five years and
must commence  within 30 days after the exercise of the "put  option".  Adequate
security  shall be  provided  and  reasonable  interest  shall be paid on unpaid
amounts.  Qualifying  Employer  Securities  shall  be  readily  tradable  on  an
established  market if they are (i)  listed on a  national  securities  exchange
registered  under Section 6 of the Securities  Exchange Act of 1934, (ii) quoted
on a system  sponsored by a national  securities  association  registered  under
Section  15A(b)  of  the  Securities   Exchange  Act,   including  the  National
Association of Securities  Dealers,  Inc. Automated Quotation System ("NASDAQ"),
or (iii)  traded on any over the  counter  market by brokers or dealers who make
the market using "pink sheets" published by the National Quotation Bureau, Inc.



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

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

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

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



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



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January 01, 2000
<PAGE>
                                  ARTICLE VIII

                              FIDUCIARY OBLIGATIONS

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

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

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

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

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



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

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

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

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

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

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



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

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

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

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



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<PAGE>
                                   ARTICLE IX

                      PLAN ADMINISTRATOR AND PLAN COMMITTEE

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

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

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

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



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

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

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

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

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

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



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<PAGE>
with regard to any  responsibility  the Plan  Committee has under the Plan.  The
Plan  Committee  from time to time  shall  direct  the  Trustee  concerning  the
payments to be made out of the Trust Fund  pursuant to this Plan.  All  notices,
directions,  information, and other communications from the Plan Committee shall
be in writing.

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

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

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

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

            (d) Claims  Reviewer.  Upon its  receipt of notice of a request  for
review,  the  Board  of  Directors  shall  appoint  a person  other  than a Plan
Committee member to be the claims reviewer.  The Plan Committee shall deliver to
the claims  reviewer  all  documents  submitted  by the  claimant  and all other
documents  pertinent  to the  review.  The claims  reviewer  shall make a prompt
decision



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

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

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

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

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

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



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<PAGE>
if there had been no order. If a Fiduciary acts in accordance with the fiduciary
responsibility   provisions  of  ERISA,   then  the  Plan's  obligation  to  the
Participant  and each  alternate  payee shall be  discharge to the extent of any
payment made.

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



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<PAGE>
                                    ARTICLE X

                        POWERS AND DUTIES OF THE TRUSTEE


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

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

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



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

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

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

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

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

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

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

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

            (viii)  Expenses.  Any  expense  incurred by the Trustee or the Plan
Committee  will be  charged  directly  against  the value of the  Account of the
Participant  on whose behalf such  expense is incurred.  The Trustee or the Plan
Committee may allocate expenses to individual Accounts or commingled Accounts on
a nondiscriminatory basis.



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

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

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

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

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

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

      (v)   To vote in person or by proxy any shares of stock or rights  held in
            the Trust Fund as directed by the Plan Committee;  to participate in
            and to exchange  securities  or other



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            property in  reorganization,  liquidation,  or  dissolutions  of any
            corporation, the securities of which are held in the Trust Fund; and

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

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

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

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

    Section 10.6  Appointment  of Trustee,  Acceptance  in Writing.  The Trustee
shall accept its  appointment  as soon as practical by executing this Plan or by
delivering a signed  document to the



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Company, a copy of which shall be sent to the Plan Committee by the Trustee. The
Board of Directors  shall  appoint a new Trustee if the Trustee  fails to accept
its appointment in writing.

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



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<PAGE>
                                   ARTICLE XI

            CONTINUANCE, TERMINATION, AND AMENDMENT OF PLAN AND TRUST

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

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

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

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

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



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

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



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<PAGE>
                                   ARTICLE XII

                                  MISCELLANEOUS

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

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

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

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

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

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

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


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