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

                                     Purpose

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

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

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

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

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

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

                                   Membership

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

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

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

              o   Term - Subject to the terms of this charter -

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

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

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


--------------
*As revised by the board of directors of General Communication, Inc., effective
 as of February 3, 2005.

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                           "means a person other than an officer or employee of
                           the company or its subsidiaries or any other
                           individual having a relationship, which, in the
                           opinion of the company's board of directors, would
                           interfere with the exercise of independent judgment
                           in carrying out the responsibilities of a director.
                           The following persons shall not be considered
                           independent:
                                    (A) a director who is, or at any time during
                           the past three years was, employed by the company or
                           by any parent or subsidiary of the company;
                                    (B) a director who accepted or who has a
                           Family Member who accepted any payments from the
                           company or any parent or subsidiary of the company in
                           excess of $60,000 during any period of twelve
                           consecutive months within the three years preceding
                           the determination of independence, other than the
                           following:
                                    (i) compensation for board or board
                           committee service;
                                    (ii) payments arising solely from
                           investments in the company's securities;
                                    (iii) compensation paid to a Family Member
                           who is a non-executive employee of the company or a
                           parent or subsidiary of the company;
                                    (iv) benefits under a tax-qualified
                           retirement plan, or non-discretionary compensation;
                                    (v) loans from a financial institution
                           provided that the loans (1) were made in the ordinary
                           course of business, (2) were made on substantially
                           the same terms, including interest rates and
                           collateral, as those prevailing at the time for
                           comparable transactions with the general public, (3)
                           did not involve more than a normal degree of risk or
                           other unfavorable factors, and (4) were not otherwise
                           subject to the specific disclosure requirements of
                           SEC Regulation S-K, Item 404;
                                    (vi) payments from a financial institution
                           in connection with the deposit of funds or the
                           financial institution acting in an agency capacity,
                           provided such payments were (1) made in the ordinary
                           course of business; (2) made on substantially the
                           same terms as those prevailing at the time for
                           comparable transactions with the general public; and
                           (3) not otherwise subject to the disclosure
                           requirements of SEC Regulation S-K, Item 404; or
                                    (vii) loans permitted under Section 13(k) of
                           the . . . [Securities Exchange Act of 1934 ("Exchange
                           Act")]. Provided, however, that in addition to the
                           requirements contained in this paragraph (B), audit
                           committee members are also subject to additional,
                           more stringent requirements under [Nasdaq Stock
                           Market ("Nasdaq")] Rule 4350(d).
                                    (C) a director who is a Family Member of an
                           individual who is, or at any time during the past
                           three years was, employed by the company or by any
                           parent or subsidiary of the company as an executive
                           officer;
                                    (D) a director who is, or has a Family
                           Member who is, a partner in, or a controlling
                           shareholder or an executive officer of, any
                           organization to which the company made, or from which
                           the company received, payments for property or
                           services in the current or any of the past three
                           fiscal years that exceed 5% of the recipient's
                           consolidated gross revenues for that year, or
                           $200,000, whichever is more, other than the
                           following:
                                    (i) payments arising solely from investments
                           in the company's securities; or
                                    (ii) payments under non-discretionary
                           charitable contribution matching programs.

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                                    (E) a director of the listed company who is,
                           or has a Family Member who is, employed as an
                           executive officer of another entity where at any time
                           during the past three years any of the executive
                           officers of the listed company serve on the
                           compensation committee of such other entity; or
                                    (F) a director who is, or has a Family
                           Member who is, a current partner of the company's
                           outside auditor, or was a partner or employee of the
                           company's outside auditor who worked on the company's
                           audit at any time during any of the past three years.
                                    (G) In the case of an investment company, in
                           lieu of paragraphs (A)-(F), a director who is an
                           "interested person" of the company as defined in
                           section 2(a)(19) of the Investment Company Act of
                           1940, other than in his or her capacity as a member
                           of the board of directors or any board committee."

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

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

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

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

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

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

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


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

                              Operating Principles

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

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

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

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

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

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

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

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

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

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                  consultant or search firm retained by it, and to approve the
                  consultant or search firm's fees and other retention terms.

                            Primary Responsibilities

         The Committee shall have primary responsibility for the following:

              o   Nominating Matters - Addressing nominating matters.

              o   Corporate Governance Matters - Addressing corporate governance
                  matters.

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

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

              o   Performance Evaluation - Conducting Committee performance
                  evaluation ("Committee Performance Evaluation").

Addressing Nominating Matters

         The Committee shall have the following nominating responsibilities:

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

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

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

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

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

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

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

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

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

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

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

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

              o   Recommend Existing Board Members - In the sole discretion of
                  the Committee, recommend to the Board for renomination one or
                  more of those existing Board members whose positions are up
                  for election after considering all of the following criteria
                  as applied to each such member -

                  o   Board Size - Appropriate size of the Board.

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

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

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

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

                  o   Annual Evaluation - Results of annual evaluation.

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

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

                  o   Board Size - Appropriate size of the Board.

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

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

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

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

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

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

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

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

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

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

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

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

                      o   To be "timely," the Committee must receive the
                          Shareholder Recommendation not earlier than, and not
                          later than the dates as

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                          prescribed in the Company's Bylaws (Article III,
                          Section 14) pertaining to submission of a shareholder
                          proposal in conjunction with an annual meeting.

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

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

                      o   For each candidate recommended -

                          o   The candidate's name, age, business and
                              residential address and principal occupation or
                              employment.

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

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

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

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

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

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

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

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

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

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

                      o   The Committee shall identify in the Company's
                          management proxy statement for the anticipated annual
                          meeting the candidate who is the subject of the
                          Shareholder Recommendation and the significant
                          Recommending Shareholder and shall disclose whether
                          the Committee chose to nominate the candidate -

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

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

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

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

                  o   Report of Categories - In the event the Committee shall
                      approve a Shareholder Recommendation for inclusion on the
                      Company's management proxy card (other than nominees who
                      are directors standing for re-election), the Committee
                      shall report in the proxy statement accompanying that card
                      which one or more of the following categories of persons
                      or entities recommended that candidate: security

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                      holder, non-management director, chief executive officer,
                      other executive officer, third-party search firm, or other
                      specified source.

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

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

Addressing Corporate Governance Matters

         The Committee shall have the following corporate governance
responsibilities:

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

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

                  o   Standards - Director qualification standards.

                  o   Responsibilities - Director responsibilities.

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

                  o   Compensation - Director compensation.

                  o   Continuing Education - Director orientation and continuing
                      education.

                  o   Succession - Management succession.

                  o   Performance Evaluation - Annual performance evaluation of
                      the Board.

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

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

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

              o   Establish Criteria for Annual Performance Self-Evaluation -
                  Establish criteria and process for, and lead the Board and
                  each Board committee in, its annual performance

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                  self-evaluation. Each such evaluation will be discussed with
                  the full Board following the end of each calendar year, will
                  focus on contributions to the Company by the Board and each
                  Board committee, and will specifically focus on areas in which
                  a better contribution could be made.

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

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

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

Addressing Complaints on Certain Alleged Illegal Acts, Unethical Behavior, Other
Matters

         The Committee shall have the following special duties:

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

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

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

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

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

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

                  o   Accounting Violations and Questionable Accounting
                      Practices - A Complaint regarding Accounting Violations or
                      Questionable Accounting Practices


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                      must be directed to the Audit Committee for response or
                      investigation. Topics that may be addressed in such
                      Complaints include, but are not limited to the following -

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

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

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

                      o   Deficiencies in internal control, or violations of
                          internal control policies.

                      o   False statements by a senior officer or accountant
                          regarding matters included in financial reports or
                          records.

                      o   False statements made to independent auditors.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          o   Investigate the Complaint.

                          o   Decide whether to hold a hearing on the matter
                              and, should the investigator choose to hold such a
                              hearing, give notice of, and hold the hearing on,
                              the Complaint, request witnesses to appear at the
                              hearing, and otherwise gather evidence necessary
                              for the investigator to render a determination on
                              the Complaint.

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

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

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

                          o   Render a written determination on the Complaint.

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

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

                          o   Respond directly to the complainant.

                          o   Recommend to the Board appropriate action.

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

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


                                    Page 14
<PAGE>
                      o   A Complaint pertaining to one or more executive
                          officers or Directors must receive especially timely
                          review by the corresponding investigator.

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

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

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

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

                      o   A brief description of each.

                      o   The status of each.

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

                          o   Affirmative relief.

                          o   Dismissal of the Complaint.

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

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

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

                  o   Committee Review - In the event the investigator shall be
                      the Audit Committee or the Nominating and Corporate
                      Governance Committee, a Complaint shall be

                                    Page 15
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                      reviewed initially by the committee's chair, or the
                      chair's designee, and an initial analysis submitted to the
                      committee. Any formal action taken by the committee on the
                      Complaint must be at a duly scheduled meeting at which at
                      least a quorum of its members is present, and a
                      determination on the Complaint must be by vote of at least
                      a majority of the committee present, subject further to
                      the procedural requirements of the Bylaws.

                  o   Other Procedures - The Committee shall adopt such other
                      procedures, subject to prior Board approval, as may be
                      necessary to carry out the Committee's responsibilities in
                      addressing Complaints and other matters addressed in this
                      section.

Supervising Chief Financial Officer on Ethics Code

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

Conducting Committee Performance Evaluation

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

                                  Other Matters

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

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

         ADOPTED by the board of directors of General Communication, Inc. as of
this 3rd day of February, 2005.

                                            /s/
                                           John M. Lowber
                                           Secretary