REVISED QUALIFIED EMPLOYEE STOCK PURCHASE PLAN


                                       OF


                           GENERAL COMMUNICATION, INC.








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

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<PAGE>
                                TABLE OF CONTENTS


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

ARTICLE II                 DEFINITIONS                                       4

ARTICLE III                PARTICIPATION                                    12

ARTICLE IV                 CONTRIBUTIONS                                    13

ARTICLE V                  DETERMINATION AND VESTING OF
                           PARTICIPANT ACCOUNTS                             24

ARTICLE VI                 RETIREMENT DATE--DESIGNATION
                           OF BENEFICIARY                                   28

ARTICLE VII                DISTRIBUTION FROM TRUST FUND                     29

ARTICLE VIII               FIDUCIARY OBLIGATIONS                            39

ARTICLE IX                 PLAN ADMINISTRATOR AND
                           PLAN COMMITTEE                                   42

ARTICLE X                  POWERS AND DUTIES OF THE TRUSTEE                 47

ARTICLE XI                 CONTINUANCE, TERMINATION, AND
                           AMENDMENT OF PLAN AND TRUST                      52

ARTICLE XII                MISCELLANEOUS                                    54




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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.  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 [A] $200,000 (as
            adjusted  by the  Secretary  of the  Treasury  for  cost  of  living
            increases  each year) for any Plan Year for Plan Years  ending prior
            to January 1, 1994,  and [B] $150,000 (as adjusted by the  Secretary
            of the Treasury for cost of living increases each year) for any Plan
            Year for Plan  Years  beginning  on or after  January  1,  1994.  In
            determining  the  Compensation  of a Participant for purposes of the
            Code  Section  401(a)(17)  limitation,  the  rules  of Code  Section
            414(q)(6)  will apply,  except that the term  "family"  will include
            only the spouse of the Participant and any lineal descendants of the
            Participant  who have not  attained  age 19 before  the close of the
            year. If as a result of the application of the rules of Code Section
            414(q)(6),  the Code Section 401(a)(17) limitation is exceeded, then
            the limitation  shall be prorated among the affected  individuals in
            proportion  to each such  individual's  Compensation,  as determined
            above  prior  to the  application  of the  Code  Section  401(a)(17)
            limitation.

      (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, 1989, 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.

   (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 any Employee or former Employee
            who, during the Plan Year or the preceding Plan Year:



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            (A)   was at any time a five percent owner;

            (B)  received  annual  Compensation  from the  Company  in excess of
            $75,000, as adjusted for increases in the cost of living;

            (C)  received  annual  Compensation  from the  Company  in excess of
            $50,000, as adjusted for increases in the cost of living, and was in
            the top-paid group of Employees for the Plan 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; or

            (D)  was  at  any  time  an  officer  of the  Company  and  received
            Compensation  greater  than 50% of the dollar  limitation  in effect
            under Code Section  415(b)(1)(A),  as adjusted for  increases in the
            cost of living.

            In determining which Employees are Highly Compensated Employees,  an
            Employee not described in paragraphs  (B), (C), or (D) above for the
            preceding  year will not be treated as falling under the  categories
            described in paragraphs (B), (C), or (D) for the current year unless
            such Employee is in the group  consisting of the 100 Employees  with
            the highest  Compensation  from the Company in the current year. The
            Company may adopt any reasonable,  nondiscriminatory tie-breaking or
            rounding  rules  necessary to determine  which  Employees are Highly
            Compensated  Employees,  provided  that such rules are uniformly and
            consistently  applied.  If no officer has satisfied the Compensation
            requirement of paragraph (D) above during the Plan Year, the highest
            paid  officer for such year will be treated as a Highly  Compensated
            Employee,  unless otherwise provided by regulations.  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 be made without
            regard to Code Sections  125,  402(a)(8),  402(h)(1)(B)  and, in the
            case of Company  contributions  made pursuant to a salary  reduction
            agreement, without regard 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.

            If, during the Plan Year or the preceding  Plan Year, an Employee is
            a  family  member  of  either  (1) a five  percent  owner  who is an
            Employee or former Employee;  or (2) a Highly  Compensated  Employee
            who is one of the ten most Highly  Compensated  Employees  ranked on
            the basis of Compensation paid by the Company during such year, then
            the family  member  and the five  percent  owner or  top-ten  Highly
            Compensated  Employee  will be  treated  as one  Employee  receiving
            Compensation  and  Plan  contributions  equal  to the  sum  of  such
            Compensation and contributions of both individuals.  For purposes of
            this section, a family member includes the spouse, lineal ascendants
            and descendants of the Employee or former Employee,  and the spouses
            of such lineal ascendants and descendants.

            The determination of who is a Highly Compensated Employee, including
            the  determinations  of 


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            the number and identity of Employees in the top-paid group,  the top
            100 Employees,  the number of Employees treated as officers, 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 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



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            period beginning immediately following such birth or replacement.

            (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  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 


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            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.

 (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 



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            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.

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

(xxxviii)   "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 


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            Employee  will be credited with Years of Service under this Plan for
            Years of  Service  with any  company  which  has  received  services
            provided by the Company under a management or  outsourcing  contract
            between  such company and General  Communication,  Inc. as a service
            provider  (as   determined  by  the  Company)   provided  that  such
            individual  for whom  such  service  is to be  credited  becomes  an
            Employee  of the  Company  directly  from the  company for which the
            Company serves as service provider (as determined by the Company).

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



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<PAGE>
                                   ARTICLE III

                                  PARTICIPATION

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

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

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

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

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

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

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



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<PAGE>
                                   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 salary reductions, 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 salary reductions.  Each Participant shall designate up to 10%
of his Compensation in each payroll period, until changed by the Participant, as
a salary reduction,  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.  (a) For Plan
Years  Beginning  Prior to January 1, 1995: 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 salary reduction and voluntary  contributions to the Plan, as
the  Board of  Directors  shall  determine  by  resolution.  In such  case,  the
Employer's contribution on behalf of each Participant shall be equal to a stated
and  nondiscriminatory  percentage  of each  Participant's  contributions  (both
voluntary  contributions  and salary  reductions) under Section 4.1 of this Plan
during any payroll  period.  No  Participant's  salary  reduction  or  voluntary
contributions  shall be matched in an amount 


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<PAGE>
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.

    (b) For Plan Years Beginning On or After January 1, 1995: 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  salary  reduction  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
salary  reductions  and  voluntary  contributions  into  investments  other than
Qualifying Employer Securities will receive an Employer matching contribution of
up to 50% of the Participant's  salary reduction 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 salary  reductions  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 salary reductions) 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
salary  reductions  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  salary
reductions)  under  Section  4.1 of this Plan  during  any  payroll  period.  No
Participant's salary reduction 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 


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January 01, 1999
<PAGE>
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.

    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 


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<PAGE>
            provided in the Plan;

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

    (b)  Compensation  Defined.  For purposes of limiting Annual Additions under
this section and combined benefits and  contributions  under Section 4.9 of this
Plan,  compensation 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).  Compensation  for Annual Additions
purposes  shall not include  the  following:  (i)  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;  (ii) 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; (iii) amounts realized from the sale, exchange, or other disposition
of stock  acquired under a qualified  stock option;  or (iv) 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  salary
reduction  agreement or whether or not the amounts  actually are excludable from
the gross income of the Employee.

    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.

    (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.



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<PAGE>
    (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).

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

    (b) Minimum  Contribution.  If no other  qualified  plan  maintained  by the
Employer  provides  the minimum  benefit or  contribution  for  Participants  as
required under Code Section  416(c) for a year that the plan is top heavy,  this
Plan shall provide a minimum allocation (which may include forfeitures otherwise
allocable) for such Plan Year for each  Participant who is a non-Key Employee in
an amount equal to at least three percent of such Participant's Compensation for
such Plan Year.  Notwithstanding the preceding sentence,  the minimum allocation
required  under this  Section 4.10 shall in no event  exceed the  percentage  of
contributions  made under the Plan for such year for the Key  Employee  for whom
such percentage is the highest for such year. If Employees who are  Participants
in this Plan  also  participate  in a defined  benefit  plan  maintained  by the
Employer  and both plans are top heavy in any year,  the  Employer  may elect to
satisfy the minimum  contribution  requirements  of Code Section  416(c) and the
regulations  thereunder  by  providing a minimum  allocation  (which may include
forfeitures  otherwise  allocable) for such Plan Year for each  Participant (for
purposes of Code Section 416(c) and the regulations thereunder) who is a non-Key
Employee in an amount  equal to at least 5% of such  Participant's  Compensation
for such Plan Year. For purposes of this Section 4.10,  Participants who must be
considered  Participants  to satisfy the coverage  requirements  of Code Section
410(b) in accordance with Code Section 401(a)(5) and who have not separated from
service at the end of the Plan Year  shall be  eligible  to share  this  minimum
contribution  including  Participants  who have failed to complete 1,000 or more
hours of service, who have declined to make mandatory  contributions to the Plan
or who have been excluded because such Participant's Compensation is less than a
stated  amount.  Compensation  for  purposes  of this  Section  4.10  shall mean
Compensation  as  defined  in  Section  4.8  of  this  Plan.   Salary  reduction
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  


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<PAGE>
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
highly  compensated  Participants  for each Plan Year  must be no  greater  than
either (i) 1.25 times the actual deferral  percentage for all other Participants
for such Plan Year, or (ii) 2 times the actual deferral percentage for all other
Participants  for such Plan Year if the actual  deferral  percentage  for highly
compensated  Participants is not more than two percentage points higher than the
actual deferral  percentage for all other  Participants  for such Plan Year. 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;



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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 18
January 01, 1999
<PAGE>
     (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. For Plan Years beginning after December 31, 1989, 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  of a
            Participant  who is a five  percent  owner  or one of the  ten  most
            Highly Compensated Employees,  the elective deferrals (and qualified
            non-elective  contributions or qualified matching contributions,  or
            both,  if treated as elective  deferrals  for purposes of the actual
            deferral  percentage test) and Compensation of such Participant will
            include  the  elective  deferrals  (and,  if  applicable,  qualified
            non-elective contributions and qualified matching contributions,  or
            both) and Compensation  for the Plan Year of any family members,  as
            defined in Code  Section  414(q)(6).  Family  members of such Highly
            Compensated  Employees will be disregarded as separate  Employees in
            determining the actual deferral percentage of any Employee;

     (iv)   For purposes of determining  the actual  deferral  percentage  test,
            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

      (v)   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.

    (d)  Nonforfeitability  of  Elective  Contributions.  All  salary  reduction
contributions   made  on  behalf  of   Participants  to  this  Plan  are  vested
immediately. Such salary reductions are nonforfeitable at all times.

    (e)  Distributions  Restriction.  Salary  reductions 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  shall be the  average  of the  ratios
            (calculated  separately  for each  Participant in such group) of the
            amount  of  Compensation  deferred  under the Plan on behalf of each
            such Participant for the Plan Year to the Participant's Compensation
            for  such  Plan  Year.   Compensation  deferred  on  behalf  of  any
            Participant  includes (A) any salary reductions made pursuant to the
            Participant's deferral election, including excess salary reductions,
            but excluding  salary  reductions 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 salary reductions);  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  salary  reductions  will  be  


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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 19
January 01, 1999
<PAGE>
            treated as a Participant  on whose behalf no salary  reductions  are
            made.

     (ii)   "Salary  reductions"  are  those  reductions  in  salary  that  each
            Participant  elects to defer. A Participant's  salary  reductions in
            any  calendar  year are the sum of all salary  reductions  made by a
            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 contributions
            made on  behalf  of a  Participant  pursuant  to a salary  reduction
            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.

     (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
            salary reductions under Section 4.1 of this Plan.

    (g) Treatment 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  test,  determined by reducing  contributions  made on behalf of Highly
Compensated  Employees  beginning with the Highly Compensated  Employee with the
highest actual deferral  percentage.  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. Excess  contributions of Participants who are
subject to the family  member  aggregation  rules shall be  allocated  among the
family members in proportion to the salary  reductions  (and amounts  treated as
salary  reductions)  of each family  member that are combined to  determine  the
combined actual deferral  percentage.  The income or loss attributable to excess
contributions  is the  income  or  loss  for  the  Plan  Year  allocable  to the
Participant's  salary  reduction  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 salary  reductions
(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 elective deferrals 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
salary  reduction  Account and  qualified  matching  contributions  Account,  if
applicable,  in proportion to the Participant's  salary reductions 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  salary
reduction  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 


REVISED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 20
January 01, 1999
<PAGE>
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 Contribution Percentage.  The contribution
percentage for Highly  Compensated  Employees for each Plan Year must not exceed
the  greater  of (i)  1.25  times  the  contribution  percentage  for all  other
Participants  for  such  Plan  Year,  or  (ii)  the  lesser  of  two  times  the
contribution   percentage  for  all  other   Participants  or  the  contribution
percentage for all other  Participants plus two percentage points. The following
rules regarding the average contribution percentage will apply:

      (i)   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.

     (ii)   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. For Plan Years beginning after December 31, 1989, plans
            may be  aggregated  in order to satisfy Code Section  401(m) only if
            they have the same Plan Year.

    (iii)   For  purposes  of  determining  the  contribution  percentage  of  a
            Participant  who is a five  percent  owner  or one of the  ten  most
            Highly Compensated  Employees,  the contribution  percentage amounts
            and  Compensation of such  Participant will include the contribution
            percentage  amounts and Compensation for the Plan Year of any family
            members,  as defined in Code Section  414(q)(6).  Family  members of
            such Highly  Compensated  Employees  will be disregarded as separate
            Employees  in  determining  the actual  deferral  percentage  of any
            Employee.

     (iv)   For  purposes  of  determining  the  contribution  percentage  test,
            Participant  contributions  are  considered to have been made in the
            Plan  Year in  which  contributed  to the  Trust.  Company  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   aggregate
            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.
      (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  


REVISED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 21
January 01, 1999
<PAGE>
            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)  Multiple  Use  Test.  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 whose average
contribution  percentage  is the  highest)  so that the  aggregate  limit is not
exceeded.  The amount by which each Highly Compensated  Employee's  contribution
percentage   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.  "Aggregate
Limit"  means the  greater of (i) the sum of (A) 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 (B) the  lesser  of two  times or two plus the  lesser of such
actual deferral percentage or average contribution  percentage;  or (ii) the sum
of (A) 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 (B) the  lesser of two
times or two plus the  greater of such  actual  deferral  percentage  or average
contribution percentage.

    (c)  Distribution  of Excess  Contributions.  An excess  contribution is the
excess,  in any Plan Year,  of the  aggregate  amount of Employer  contributions
actually taken into account in determining  the actual  deferral  


REVISED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 22
January 01, 1999
<PAGE>
percentage  for Highly  Compensated  Employees  over the maximum  amount of such
contributions  permitted by the actual  deferral  test,  determined  by reducing
contributions made on behalf of Highly Compensated  Employees beginning with the
Highly Compensated Employee with the highest actual deferral percentage.  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.
Excess  contributions  of  Participants  who are  subject to the  family  member
aggregation  rules shall be allocated  among the family members in proportion to
the elective  deferrals  (and  amounts  treated as elective  deferrals)  of each
family  member that are  combined to  determine  the  combined  Actual  Deferral
Percentage.  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 elective  deferrals 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  nonelective  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.   Matching   Contributions
attributable to excess  contributions that are distributed to a Participant that
are not  recharacterized  shall be forfeited as of the distribution  date of the
excess contribution.

    (d)  Definitions.

      (i)   The "contribution  percentage" for a specified group of Participants
            for a Plan  Year  shall be the  average  of the  ratios  (calculated
            separately for each  Participant in such group) of the amount of the
            sum of Employer contributions and voluntary contributions paid under
            the Plan on behalf of each such Participant for the Plan Year to the
            Participant's Compensation for such Plan Year.

     (ii)   "Participant"  for purposes of this  Section 4.12 only  includes all
            Employees  eligible to participate in this Plan even if not electing
            to do so.
    (iii)   "Compensation"   for  purposes  of  this  Section  4.12  only  means
            Compensation as defined in Section 2.1(ix) of this Plan prior to any
            salary reductions under Section 4.1 of this Plan.



REVISED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 23
January 01, 1999
<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 salary  reductions  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  salary  reduction  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.

    (d) Valuation  Dates. The Valuation Date of the Trust Fund shall be the last
day of each Plan Year,  at 


REVISED QUALIFIED EMPLOYEE STOCK PURCHASE
PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 24
January 01, 1999
<PAGE>
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.



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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 25
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<PAGE>
    (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:

                                                      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 salary reductions) 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  salary  reduction  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.



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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 26
January 01, 1999
<PAGE>
    (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 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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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 27
January 01, 1999
<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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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 28
January 01, 1999
<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.   Quarterly   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  to  the  Participant,   commencing  within  a
reasonable  period of time (but not later  than 60 days)  after the close of the
Plan Year in which the Participant's  Termination of Employment  occurred 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 within a
reasonable  period of time (but not later  than 60 days)  after the close of the
Plan  Year in  which  the  Participant's  death  occurred  in (i) one  lump  sum
distribution,  or (ii) substantially equal annual installments over a period not
to exceed five  years.  If the  Beneficiary  dies  before  receiving  all of the
Participant's  vested  Account,  the  remaining  payments  shall  be made to the
contingent  Beneficiary,  if  any.  If the  Participant  has  not  designated  a
Beneficiary,  or if he has designated a Beneficiary who dies and the Participant
has not designated a contingent  Beneficiary,  the Participant's vested Account,
or the  undistributed  portion of it, shall be paid in a lump sum under  Section
6.2 of this Plan.

    (d) Distribution Upon Other Termination of Employment. Except as provided in
Section  7.5,  if  a  Participant's   Account  becomes  distributable  upon  his
Termination  of  Employment  for any reason other than  attainment of retirement
age, disability,  or death, the Trustee shall pay such Participant's  Account to
the Participant,  commencing  within a reasonable  period of time (but not later
than 60 days) after the close 


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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 29
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<PAGE>
of the Plan Year in which the Participant  incurs a one-year Break in Service in
one lump sum distribution. 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, within 60 days after the close of
the Plan Year in 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 salary  deductions.  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 salary  reductions 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)   This subsection applies to distributions made on or after January 1,
            1993. Notwithstanding any provision of the Plan to the contrary that
            otherwise  would limit a Participant's  distribution  election under
            this Article, a Participant may elect, at the time and in the manner
            prescribed by the Plan Committee, to have any portion of an eligible
            rollover  distribution paid directly to an eligible  retirement plan
            specified  by the  Participant  in a direct  rollover.  An  eligible
            rollover  distribution is any  distribution of all or any portion of
            the  balance  to the  credit  of the  Participant,  except  that  an
            eligible rollover distribution does not include (A) any distribution
            that is one of a series of  substantially  equal  periodic  payments
            (not  less  frequently  than  annually)  made  for the life (or life
            expectancy)  of the  distributee  or the joint  lives (or joint life
            expectancies)  of the distributee and the  distributee's  designated
            beneficiary, or for a specified period of ten years or more; (B) any
            distribution to the extent such  distribution is required under Code
            Section  401(a)(9);  and (C) the portion of any distribution that is
            not  includible in gross income  (determined  without  regard to the
            exclusion for net unrealized  appreciation  with respect to employer
            securities). An eligible retirement plan is an individual retirement
            account described in Code Section 408(a),  an individual  retirement
            annuity  described in Code Section 408(b), an annuity plan described
            in Code  Section  403(a),  or a qualified  trust  described  in Code
            Section 401(a),  that accepts the  distributee's  eligible  rollover
            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



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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 30
January 01, 1999
<PAGE>
            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  at least  two weeks  prior to the end of any  calendar
quarter after the termination of his  employment.  If a Participant so requests,
distribution of his Account  attributable to Participant  contributions shall be
made as soon as  reasonably  possible  after the close of the  calendar  quarter
following  his  two  weeks  notice.  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 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.



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PLAN OF GENERAL COMMUNICATION, INC.                                      PAGE 31
January 01, 1999
<PAGE>
    (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 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).



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January 01, 1999
<PAGE>
    (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  $3,500  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  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 


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            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  the
            Participant  attains age 70-1/2,  unless  otherwise  provided by the
            transitional  rules under Code Section 401(a)(9) and the regulations
            thereunder.

      (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 


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                  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
                  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.

    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 


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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.  A  Participant  may withdraw  his salary  reduction
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 salary  reductions,  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  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:

      (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,  


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            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.

Effective  January 1, 1995, 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) 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.

    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.

    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 


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<PAGE>
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

     (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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<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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    (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.

    (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 


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<PAGE>
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.

    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 


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<PAGE>
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
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 


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<PAGE>
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 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 


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<PAGE>
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 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,  


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<PAGE>
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.

    (d)  Participant's Right to Designate Investments.

    (i)  General  Rules.  Effective  January  1,  1995,  or such  later  date as
determined by the Plan Committee,  in accordance  with rules  established by the
Plan  Committee,  each  Participant  shall  have  the  right  to  


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<PAGE>
designate  the  investment  of his  Account  attributable  to  salary  reduction
contributions and voluntary  contributions  made to the Plan after such date, 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 salary reductions
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  salary reductions 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 salary  reductions 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 not 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.

    (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  


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<PAGE>
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  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  


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<PAGE>
            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  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  


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<PAGE>
Securities  allocable  to him under this  Section  10.7.  Unreleased  Qualifying
Employer  Securities  shall be voted by the Trustee.  The Plan  Committee  shall
certify to the Employer the number of shares to be voted by each  Participant if
an  event  occurs  which  requires  a vote of such  shares.  To the  extent  the
Participants do not vote Qualifying Employer Securities under this Section 10.7,
the Plan  Committee  shall  vote such  Qualifying  Employer  Securities.  If the
Employer  securities  of the  Company  are  publicly  traded or if the  Employer
securities  of the Company are not publicly  traded but not more than 10% of the
total Plan assets are securities of the Company, then the participants shall not
be  entitled  to vote the pro rata  portion of  Qualifying  Employer  Securities
allocable to them under this Section 10.7 and the Plan Committee  shall vote all
Qualifying Employer Securities held in the Trust.



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<PAGE>
                                   ARTICLE XI

            CONTINUANCE, TERMINATION, AND AMENDMENT OF PLAN AND TRUST

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

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

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

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

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



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<PAGE>
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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