custodian, trust

 STATEMENT OF STOCK DESIGNATION

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                Setting forth a copy of a resolution creating and
                authorizing the issuance of a series of preferred
              stock designated as "Series C Convertible Redeemable
               Accreting Preferred Stock" adopted by the board of
                    directors of General Communication, Inc.

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          Pursuant to AS 10.06.315 and 10.06.320 of the Alaska Statutes

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         We, the undersigned officers of General Communication, Inc., an Alaska
corporation ("Company"), hereby state and otherwise certify that, on November
16, 2000 the board of directors of the Company, pursuant to authority vested in
it by Article IV of the Company's Restated Articles of Incorporation and in
accordance with AS 10.06.315 and 10.06.318 of the Alaska Statutes, duly adopted
the following resolution creating a series of preferred stock designated as
"Series C Convertible Redeemable Accreting Preferred Stock":

                                   RESOLUTION

         "WHEREAS, General Communication, Inc. is authorized through its
Restated Articles of Incorporation to issue up to 100 million shares of Class A
Common Stock, 10 million shares of Class B Common Stock, and up to 1 million
shares of Preferred Stock, issuable from time to time in one or more series;

         WHEREAS, the Board of Directors of the Company is authorized, within
the limitations and restrictions contained in the Restated Articles of
Incorporation, to fix or alter the dividend rate, conversion rate, voting
rights, redemption prices, and liquidation preferences of any wholly unissued
series of Preferred Stock, the number of shares constituting any such series,
the designation of such series, and other terms and conditions of the issuance
of such stock;

         WHEREAS, the Company, through its Board of Directors, approved a
statement of stock designation pursuant to Article IV of the Restated Articles
of Incorporation and that statement was filed of record with the Alaska
Department of Community and Economic Development on

or about April 28, 1999 pursuant to authority set forth in AS 10.06.315,
10.06.318, and 10.06.320 of the Alaska Statutes, and the board subsequently
authorized the issuance of up to 35,000 shares of Series B Preferred Stock under
that designation, and the Company does not presently have outstanding any other
shares of its Preferred Stock;

         RESOLVED, that, pursuant to authority granted to and vested in the
Board of Directors by Article IV of the Restated Articles of Incorporation of
the Company and in accordance with AS 10.06.315 and 10.06.318 of the Alaska
Statutes, the board hereby approves and otherwise directs the designation, from
the shares of Preferred Stock authorized under those Articles, of a new series
of Preferred Stock of the Company to consist of 15,000 shares to be known as
Series C Convertible Redeemable Accreting Preferred Stock ("Series C Preferred
Stock") and hereby fixes the designation, rights, preferences, privileges, and
restrictions of the shares of that series, in addition to the designation,
rights, preferences, privileges and restrictions set forth in those articles
which are directly applicable to the Preferred Stock as follows:

                  Preface. Series C Convertible Redeemable Accreting Preferred
Stock. Of the 1,000,000 shares of Preferred Stock, authorized pursuant to
Article IV of the Restated Articles of Incorporation of the Company, 15,000
shall be designated Series C Convertible Redeemable Accreting Preferred Stock,
with the rights, preferences, privileges and restrictions set forth in this
paragraph.

                  Section 1. Definitions. For purposes of the following
Sections, the following definitions shall apply:

                  "Bankruptcy Event" shall mean the occurrence of any of the
following: (i) a court or governmental agency having appropriate jurisdiction
shall enter a decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property or ordering the winding up or liquidation of
its affairs; (ii) there shall be commenced against the Company an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or any case, proceeding or other action for the appointment
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Company or for any substantial part of its property or
for the winding up or liquidation of its affairs, and such involuntary case or
other case, proceeding or other action shall remain undismissed, undischarged or
unbonded for a period of sixty (60) consecutive days; (iii) the Company shall
commence a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consent to the entry of an order for
relief in an involuntary case under any such law, or consent to the appointment
or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property or make any general assignment for the benefit of creditors; or
(iv) the Company shall be unable to, or shall admit in writing to its inability
to, pay its debts generally as they become due.

                  "Board" shall mean the Board of Directors of the Company.

                  "Business Day" shall mean a day on which banks and foreign
exchange markets are open for the transaction of business in New York, New York
as relevant to the determination to be made or action to be taken.

                  "Change of Control" shall mean the occurrence of one or more
of the following events: (a) the acquisition by any person (other than Ronald A.
Duncan or WorldCom, Inc.), or two or more persons acting in concert, of shares
representing greater than 33% of the total combined voting power of the Company,
(b) prior to the second anniversary of the Issue Date Ronald A. Duncan resigns
or is removed from his position as Chief Executive Officer of the Company, other
than as a result of death or disability, and is not replaced within sixty (60)
days of such resignation or removal with a person acceptable to the holders of a
majority of the outstanding Series C Preferred Stock; or (c) prior to the second
anniversary of the Issue Date, Ronald A. Duncan or his heirs transfers, sells or
in any way disposes of a material amount of the capital stock of the Company
owned by him as of the date hereof such that his beneficial ownership (as
determined under Rule 13d-3 of the United States Securities and Exchange
Commission, or any successor rule) falls below 1.93% of the Common Stock of the
Company or 4.7% of the voting power of the Company. A Change of Control shall be
deemed to occur as of the effective date of the first event, action or
transaction leading to one of the results described above.

                  "Class A Common Stock" shall mean the Class A Common Stock of
the Company.

                  "Class B Common Stock" shall mean the Class B Common Stock of
the Company.

                  "Common Stock" shall mean, collectively, the Class A Common
Stock and Class B Common Stock of the Company.

                  "Company" shall mean General Communication, Inc.

                  "Conversion Price" shall have the meaning ascribed to such
term in Section 7(b) hereof.

                  "Distribution" shall mean the declaration or payment of any
dividend (whether in cash, shares of Series B Preferred Stock, or otherwise) on
or in respect of any shares of any class of capital stock of any person, other
than dividends payable solely in shares of common stock of such person; the
purchase, redemption, or other retirement of any shares of any class of capital
stock of any person, directly or indirectly through a subsidiary or otherwise;
the return of capital by any person to its shareholders as such; or any other
distribution on or in respect of any shares of any class of capital stock of any
person.

                  "Issue Date" shall mean the first date upon which shares of
Series C Preferred Stock are issued.

                  "Junior Securities" shall mean the Common Stock and other
shares of capital stock of the Company, whether presently outstanding or
hereafter issued, which by its terms is junior to the Series C Preferred Stock.
A class or series of Junior Securities shall rank junior to the Series C
Preferred Stock as to dividend rights or rights on liquidation if the holders of
shares of Series C Preferred Stock shall be entitled to dividend payments or
payments of amounts distributable upon liquidation, dissolution or winding up of
the affairs of this Company, as the case may be, in preference or priority to
the holders of shares of such class or series.

                  "Lien" shall mean any mortgage, lien, pledge, charge, security
interest, or other encumbrance of any kind, whether or not filed, recorded or
otherwise perfected under applicable law (including, any conditional sale or
other title retention agreement and any lease deemed to constitute a security
interest and any option or other agreement to give any security interest).

                  "Liquidation Preference" shall have the meaning set forth in
Section 3(a) hereof.

                  "Mandatory Redemption Date" shall have the meaning ascribed
thereto in Section 4(b) hereof.

                  "Parity Securities" shall mean any class or series of stock of
this Company, whether now existing or hereafter created, ranking on a parity
basis with the Series C Preferred Stock as to dividend rights or rights on
liquidation. Stock of any class or series shall rank on a parity basis as to
dividend rights or rights on liquidation with the Series C Preferred Stock,
whether or not the dividend rates, dividend payment dates or liquidation prices
per share are different from those of the Series C Preferred Stock, if the
holders of shares of such class or series shall be entitled to dividend payments
or payments of amounts distributable upon liquidation, dissolution or winding up
of the affairs of this Company, as the case may be, in proportion to their
respective accumulated and accrued and unpaid dividends or liquidation prices,
respectively, without preference or priority, one over the other, as between the
holders of shares of such class or series and the holders of Series C Preferred
Stock. No class or series of capital stock that ranks junior to the Series C
Preferred Stock as to rights on liquidation shall rank or be deemed to rank on a
parity basis with the Series C Preferred Stock as to dividend rights unless the
instrument creating or evidencing such class or series of capital stock
otherwise expressly provides.

                  "Payment Date" shall have the meaning ascribed thereto in
Section 4(c) and Section 4(d) hereof.

                  "Redemption Price" shall have the meaning ascribed thereto in
Section 4(e) hereof.

                  "Senior Securities" shall mean the Series B Preferred Stock
and other shares of capital stock of the Company which by its terms is senior to
the Series C Preferred Stock. Stock of any class or series shall rank senior to
the Series C Preferred Stock as to dividend rights or rights on liquidation if
the holders of shares of such class or series shall be entitled to dividend
payments or payments of amounts distributable upon dissolution, liquidation or
winding up of the affairs of this Company, as the case may be, in preference or
priority to the holders of shares

of Series C Preferred Stock. No class or series of capital stock that ranks on a
parity basis with or junior to the Series C Preferred Stock as to rights on
liquidation shall rank or be deemed to rank prior to the Series C Preferred
Stock as to dividend rights, notwithstanding that the dividend rate or dividend
payment dates thereof are different from those of the Series C Preferred Stock,
unless the instrument creating or evidencing such class or series of capital
stock otherwise expressly provides.

                  "Series B Preferred Stock" shall mean the Series B Convertible
Redeemable Accreting Preferred Stock of the Company.

                  "Series C Preferred Stock" shall mean the Series C Convertible
Redeemable Accreting Preferred Stock of the Company.

                  "Subsidiary" of a person shall mean (i) any corporation of
which 51% percent or more of the Voting Stock, or any partnership of which 51%
or more of outstanding partnership interests, is at any time owned by the
person, or by one or more Subsidiaries of such person, or by such person and one
or more Subsidiaries of such person, and (ii) any other entity which is
controlled or capable of being controlled by such person or by one or more
Subsidiaries of such person or by such person and one or more Subsidiaries of
such person.

                  "Triggering Event" shall mean (i) a Change of Control, (ii) a
Bankruptcy Event, (iii) the liquidation or dissolution of the Company, or (iv)
the merger of the Company with or into, or the consolidation of the Company with
any other entity or the sale by the Company of all or substantially all of the
assets of the Company, where the terms of such merger, consolidation or sale
would significantly and adversely affect the rights and preferences of the
Series C Preferred Stock.

                  "Voting Stock" shall mean any shares having general voting
power in electing the board of directors of any person (irrespective of whether
or not at the time stock of any other class or classes has or might have voting
power by reason or the happening of any contingency).

         Section 2.  Dividends.

                  (a) Right to Dividends. Dividends on each share of Series C
Preferred Stock shall accumulate and accrue from the Issue Date and shall accrue
from day to day thereafter, compounding quarterly (to the extent unpaid),
whether or not earned or declared, at a rate of 6.0% per annum on the stated
amount of $1,000 per share until paid, subject to Section 4(i) hereof. Subject
to the prior preferences and other rights of any Senior Securities, Dividends
accruing pursuant to this Section 2(a) shall be payable quarterly in arrears
upon declaration by the Board in cash, on the last day of each of March, June,
September and December. Dividends shall be cumulative so that, if all accrued
dividends shall not have been paid, such accrued and unpaid dividends shall
first be fully paid before any dividend or other distribution shall be paid or
declared and set apart for any Junior Securities.

                  (b) Priority. Until such time as all current and accrued
dividends on the Series C Preferred Stock and any Parity Securities for all
periods from and after the Issue Date shall have been paid (i) no dividend
whatsoever (other than a dividend payable solely in Common Stock) shall be paid
or declared, and no Distribution shall be made, on any Junior Securities, and
(ii) no shares of Junior Securities shall be purchased, redeemed or acquired by
the Company, and no monies shall be paid into or set aside or made available for
a sinking fund for the purchase, redemption or acquisition thereof other than
shares of Junior Securities purchased, redeemed or acquired by the Company to
fund the Company's deferred compensation arrangements.

         Section 3.  Liquidation Rights of Series C Preferred Stock.

                  (a) Preference. In the event of any liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary, the holders of
the then-outstanding shares of Series C Preferred Stock shall be entitled to be
paid out of the assets of the Company available for distribution to its
shareholders, whether such assets are capital, surplus or earnings, in an amount
(the "Liquidation Preference") equal to $1,000 per share plus an amount equal to
all accrued and unpaid dividends thereon, whether or not earned or declared, to
and including the date full payment shall be tendered to the holders of the
then-outstanding shares of Series C Preferred Stock with respect to such
liquidation, dissolution or winding up, and no more. The Liquidation Preference
at the date of payment of all shares of Series C Preferred Stock outstanding
shall be paid (i) before any distribution or payment upon any such liquidation,
dissolution or winding up of this Company is made upon any Junior Securities,
(ii) on a pari passu basis with any such payment made to the holders of any
Parity Securities, and (iii) after any such payment is made upon any Senior
Securities. The holders of Series C Preferred Stock shall be entitled to no
other or further distribution of or participation in any remaining assets of
this Company after receiving the full preferential amounts provided for in the
preceding sentence. If upon any liquidation, dissolution, or winding up of the
Company, whether voluntary or involuntary, the assets to be distributed to the
holders of the then-outstanding shares of Series C Preferred Stock and any
Parity Securities shall be insufficient to permit the payment to such
shareholders of the full preferential amounts to which they are entitled, then,
after payment to holders of Senior Securities, all of the remaining assets of
the Company shall be distributed ratably to the holders of the then-outstanding
shares of Series C Preferred Stock and any Parity Securities on the basis of the
full preferential amounts to which the shares of Series C Preferred Stock and
such Parity Securities would otherwise respectively be entitled. The (i) merger
or consolidation of the Company with or into any other entity or entities where
the Company is not the surviving entity (other than a merger solely for the
purpose of changing the Company's state of incorporation) or in which in excess
of 50% of the Company's voting power is transferred, or (ii) the sale or
transfer by the Company of all or substantially all of its assets, shall be
deemed to be a liquidation, dissolution and winding up of the Company within the
meaning of this Section 3.

                  (b) Remaining Assets. After the payment or distribution to the
holders of the then-outstanding shares of Series C Preferred Stock and any
Parity Securities of the full preferential amounts to which they are entitled,
the holders of the then-outstanding shares of Junior Securities shall be
entitled to receive ratably all remaining assets of the Company.

         Section 4.  Redemption.

                  (a) Optional Redemption. At any time after the Issue Date, the
Company may, at its option, upon provision of written notice at least sixty (60)
days prior to the date set for redemption, redeem the Series C Preferred Stock,
in whole but not in part, at the Redemption Price hereinafter specified.

                  (b) Mandatory Redemption. The Company shall redeem all
outstanding shares of Series C Preferred Stock at the Redemption Price
hereinafter specified (i) at any time after the fourth anniversary of the Issue
Date, at the option of holders of 80% of the outstanding shares of the Series C
Preferred Stock, exercised by giving written notice to the Company or (ii) upon
the occurrence of a Triggering Event (the date of receipt of written notice, or
the date of a Triggering Event being the, "Mandatory Redemption Date").

                  (c) Optional Redemption Notice. The Company shall, not less
than sixty (60) days prior to the Payment Date for an optional redemption
pursuant to Section 4(a), give written notice to each holder of record of shares
of Series C Preferred Stock that the Company has determined to exercise its
optional redemption rights hereunder. This notice shall state the number of
then-outstanding shares of Series C Preferred Stock to be redeemed, the
Redemption Price, including the amount of dividends included in such price and
the calculation thereof, the Payment Date and the time, place and manner in
which the holder is to surrender to the Company the certificate or certificates
representing the shares of Series C Preferred Stock to be redeemed. "Payment
Date," for purposes of this Section 4(c), shall mean the date set by the Company
with respect to an optional redemption designated by the Company for payment of
the Redemption Price.

                  (d) Mandatory Redemption Notice. The Company shall provide
prompt, but in no event later than two (2) Business Days after the Mandatory
Redemption Date, notice to the holders of the Series C Preferred Stock of the
Mandatory Redemption Date. Such notice shall state the Redemption Price,
including the amount of dividends included in such price and the calculation
thereof, and the Payment Date, place and manner in which the holders are to
surrender to the Company the certificates representing shares of Series C
Preferred Stock to be redeemed. "Payment Date," for purposes of this Section
4(d), shall mean the date no later than the tenth (10th) Business Day after the
Mandatory Redemption Date designated by the Company for payment of the
Redemption Price.

                  (e) Redemption Price. In all events, the Redemption Price of
the Series C Preferred Stock (the "Redemption Price") shall be an amount per
share equal to $1,000 plus the amount of all accrued and unpaid dividends
thereon, whether or not earned or declared, to and including the Payment Date.

                  (f) Payment of Redemption Price and Surrender of Stock. On the
Payment Date, the Redemption Price of the Series C Preferred Stock shall be paid
to the holders of the Series C Preferred Stock. On or before the Payment Date,
each holder of shares of Series C Preferred Stock to be redeemed shall surrender
the certificate or certificates representing such

shares to the Company, duly endorsed, together with such other instruments as
the Company may reasonably require to insure that such shares of Series C
Preferred Stock are duly and validly transferred to the Company, free of all
Liens, and on the Payment Date the Redemption Price for such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof, and each surrendered certificate shall be
canceled and retired.

                  (g) Insufficient Funds. If the funds of the Company legally
available for redemption of Series C Preferred Stock on the Payment Date with
respect to a Mandatory Redemption Date are insufficient to redeem all of the
Series C Preferred Stock that are subject to redemption pursuant to Section 4(b)
and any Parity Securities being redeemed on such date, those funds that are so
available will be used to redeem the maximum possible number of such shares of
the Series C Preferred Stock and any Parity Securities ratably among the holders
thereof on the basis of the liquidation preference of such securities. At the
earliest time thereafter as additional funds of the Company are legally
available for redemption of Series C Preferred Stock in the manner provided
above, such funds will be immediately used to redeem the balance of such Series
C Preferred Stock and any Parity Securities subject to redemption.

                  (h) Deposit of Funds. At least three (3) Business Days prior
to a Payment Date, the Company shall deposit with any bank or trust company in
the United States, having a capital and surplus of at least $700,000,000 as a
trust fund, a sum equal to the aggregate Redemption Price, with irrevocable
instructions and authority to the bank or trust company to pay, on or after the
Payment Date, the Redemption Price to the respective holders of then-outstanding
shares of Series C Preferred Stock upon the surrender of their share
certificates. The deposit shall constitute full payment of the shares to their
holders; provided, that, until all shares of Series C Preferred Stock are
redeemed and full payment made therefor, the holders thereof shall continue to
be considered shareholders with respect to such shares and shall have all rights
with respect thereto, including the right to receive from the bank or trust
company payment of the Redemption Price of the shares, without interest, upon
surrender of their certificates therefor. Any monies so deposited and unclaimed
at the end of one year from the Payment Date shall be released or repaid to the
Company, after which the holders of shares of Series C Preferred Stock called
for redemption shall be entitled to receive payment of the Redemption Price only
from the Company.

                  (i) Accrual of Dividends. Unless the Company defaults in
making the payment of the Redemption Price in accordance with Section 4(h)
hereof, dividends on Series C Preferred Stock subject to redemption will cease
to accrue on and after the Payment Date.

                  (j) Waiver. At any time after receiving notice of Mandatory
Redemption and prior to two Business Days before the Payment Date, the holders
of Series C Preferred Stock may, by written consent of holders of at least 80%
of the then outstanding Series C Preferred Stock, waive the redemption of the
Series C Preferred Stock as to such mandatory redemption event in which case the
Company shall not be obligated to redeem the shares of Series C Preferred Stock
as to such redemption event. Upon receipt of any such waiver, the Company shall
promptly provide written notice to all holders of Series C Preferred Stock.

         Section 5.  Voting Rights.

                  The holders of shares of Series C Preferred Stock shall not
have any voting rights.

         Section 6.  Restrictions and Limitations.

                  So long as any shares of Series C Preferred Stock remain
outstanding, the Company shall not, directly or indirectly, without the written
consent of the holders of 80% of the then-outstanding shares of Series C
Preferred Stock:

                  (a) Purchase, redeem or otherwise acquire for value (or pay
into or set aside as a sinking fund for such purpose) any Junior Securities or
any warrant, option or right to purchase any Junior Securities, other than
purchases of shares of Junior Securities for the purpose of funding deferred
compensation arrangements;

                  (b) Declare or pay any dividends on or declare or make any
other Distribution, direct or indirect (other than a dividend payable solely in
shares of Class A Common Stock), on account of Junior Securities or set apart
any sum for any such purpose;

                  (c) Amend its Articles of Incorporation in any manner that
would significantly and adversely affect the rights or preferences of the Series
C Preferred Stock, provided, however, the foregoing shall not restrict the
company from issuing additional series of preferred stock, senior to the Series
C Preferred Stock, without the consent of holders of the Series C Preferred
Stock; or

                  (d) Issue any additional shares of Series C Preferred Stock
after the Issue Date.

         Section 7.  Conversion.

                  The holders of Series C Preferred Stock shall have the
following conversion rights:

                  (a) Right to Convert. Each share of Series C Preferred Stock
shall be convertible, at any time at the option of the holder thereof, into
fully paid and nonassessable shares of Class A Common Stock. Such conversion
right shall continue to apply to any share of Series C Preferred Stock called
for redemption pursuant to Section 4 hereof until the close of business on the
Business Day immediately preceding the applicable Payment Date.

                  (b) Conversion Price. Each share of Series C Preferred Stock
shall initially be convertible into that number of shares of Class A Common
Stock determined by dividing the then Liquidation Preference of such share of
Series C Preferred Stock by the then conversion price, as adjusted pursuant to
this Section 7, which conversion price shall initially be equal to $12.00 per
share (the "Conversion Price").

                  (c) Mechanics of Conversion. Each holder of Series C Preferred
Stock who desires to convert the same into shares of Class A Common Stock shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Company or of any transfer agent for the Series C Preferred Stock or
Class A Common Stock, and shall give written notice to the Company at such
office that such holder elects to convert the same and shall state therein the
number of shares of Series C Preferred Stock being converted. Thereupon the
Company shall promptly issue and deliver to such holder a certificate or
certificates for the number of shares of Class A Common Stock to which such
holder is entitled. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
certificate representing the shares of Series C Preferred Stock to be converted,
and the person entitled to receive the shares of Class A Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder of
such shares of Class A Common Stock on such date.

                  (d) Adjustment for Stock Splits and Combinations. If the
Company at any time or from time to time after the Issue Date effects a
subdivision of the outstanding Class A Common Stock, the Conversion Price then
in effect immediately before that subdivision shall be proportionately
decreased, and, conversely, if the Company at any time or from time to time
after the Issue Date combines the outstanding shares of Class A Common Stock
into a smaller number of shares, the Conversion Price then in effect immediately
before that combination shall be proportionately increased. Any adjustment under
this subsection (d) shall become effective at the open of business on the date
the subdivision or combination becomes effective.

                  (e) Adjustment for Certain Dividends and Distributions. If the
Company at any time or from time to time after the Issue Date makes, or fixes a
record date for the determination of holders of Class A Common Stock entitled to
receive, a dividend or other Distribution payable in additional shares of Class
A Common Stock, then and in each such event the Conversion Price then in effect
shall be reset as of the time of such issuance or, in the event such record date
is fixed, as of the open of business on such record date, by multiplying the
Conversion Price then in effect by a fraction (1) the numerator of which is the
total number of shares of Class A Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date, and (2) the denominator of which shall be the total number of
shares of Class A Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date plus the
number of shares of Class A Common Stock issuable in payment of such dividend or
Distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such Distribution is not fully made on the date
fixed therefor, the Conversion Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion Price shall
be adjusted pursuant to this subsection (e) as of the time of actual payment of
such dividends or Distributions.

                  (f) Adjustments for Other Dividends and Distributions. In the
event the Company at any time or from time to time after the Issue Date makes,
or fixes, a record date for the determination of holders of Class A Common Stock
entitled to receive, a dividend or other Distribution payable in securities of
the Company other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of Series C Preferred Stock shall

receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Company which they
would have received had their Series C Preferred Stock been converted into Class
A Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period,
subject to all other adjustments called for during such period under this
Section 7 with respect to the rights of the holders of the Series C Preferred
Stock.

                  (g) Adjustment for Reclassification, Exchange and
Substitution. In the event that at any time or from time to time after the Issue
Date, the Class A Common Stock issuable upon the conversion of the Series C
Preferred Stock is changed into the same or a different number of shares of any
class or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
or a reorganization, merger, consolidation or sale of assets, provided for
elsewhere in this Section 7), then and in any such event each holder of Series C
Preferred Stock shall have the right thereafter to convert such stock into the
kind and amount of stock and other securities and property receivable upon such
recapitalization, reclassification or other change, by holders of the maximum
number of shares of Class A Common Stock into which such shares of Series C
Preferred Stock could have been converted immediately prior to such
recapitalization, reclassification or change, all subject to further adjustment
as provided herein.

                  (h) Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time after the Issue Date there is a
capital reorganization of the Class A Common Stock (other than a
recapitalization, subdivision, combination, reclassification or exchange of
shares provided for elsewhere in this Section 7) or a merger or consolidation of
the Company with or into another corporation, or the sale of all or
substantially all of the Company's properties and assets to any other person,
then, as a part of such reorganization, merger, consolidation or sale, provision
shall be made so that the holders of the Series C Preferred Stock shall
thereafter be entitled to receive upon conversion of the Series C Preferred
Stock the number of shares of stock or other securities or property to which a
holder of the number of shares of Class A Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, merger,
consolidation, or sale. In any such case, appropriate adjustment shall be made
in the application of the provisions of this Section 7 with respect to the
rights of the holders of the Series C Preferred Stock after the reorganization,
merger, consolidation or sale to the end that the provisions of this Section 7
(including adjustment of the Conversion Price then in effect and the number of
shares purchasable upon conversion of the Series C Preferred Stock) shall be
applicable after that event and be as nearly equivalent as may be practicable.

                  (i) Accountants' Certificate of Adjustment. In each case of an
adjustment or readjustment of the Conversion Price, the Company, at its expense,
shall cause independent public accountants of recognized standing selected by
the Company (who may be the independent public accountants then auditing the
books of the Company) to compute such adjustment or readjustment in accordance
with the provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage
prepaid, to each registered holder of the Series C Preferred Stock at the
holder's address

as shown in the Company's books. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (1) the
Conversion Price at the time in effect, and (2) the type and amount, if any, of
other property which at the time would be received upon conversion of the Series
C Preferred Stock.

                  (j) Notices of Record Date. In the event of (i) any taking by
the Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other Distribution, or (ii) any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company, any merger or consolidation of the Company with or into any other
corporation, or any transfer of all or substantially all of the assets of the
Company to any other person or any voluntary or involuntary dissolution,
liquidation or winding up of the Company, the Company shall mail to each holder
of Series C Preferred Stock at least ten (10) days prior to the record date
specified therein, a notice specifying (1) the date on which any such record is
to be taken for the purpose of such dividend or Distribution and a description
of such dividend or Distribution, (2) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (3) the date, if any, that is to
be fixed, as to when the holders of record of Class A Common Stock (or other
securities) shall be entitled to exchange their shares of Class A Common Stock
(or other securities) for securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up.

         Section 8.  No Reissuance of Series C Preferred Stock.

                  No share of Series C Preferred Stock acquired by the Company
upon conversion, by reason of redemption, purchase, or otherwise shall be
reissued, and all such shares shall be canceled, retired and eliminated from the
shares which the Company shall be authorized to issue.

         RESOLVED FURTHER, that the president of the Company or any vice
president designated by him and the secretary of the Company or any assistant
secretary of the Company are hereby authorized and directed to take those steps
necessary to cause the issuance and sale of the Series C Preferred Stock
including to execute a statement to be filed in accordance with the requirements
of AS 10.06.320 of the Alaska Statutes."

         IN WITNESS WHEREOF, the Company has caused this Statement of Stock
Designation to be duly executed on its behalf at Anchorage, Alaska as of this
9th day of April, 2001.

                                 GENERAL COMMUNICATION, INC.

                                 By:
                                 /s/
                                 Ronald A. Duncan
                                 Its: President

                                 By:
                                 /s/
                                 John M.  Lowber
                                 Its: Secretary 

Basic Info X:

Name: custodian, trust
Type: trust
Date: March 29, 2002
Company: GCI INC
State: Alaska

Other info: