EXHIBIT 4.5.2 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE DISTRICT DIRECTOR 450 GOLDEN GATE AVENUE, MS 7-4-01 SAN FRANCISCO, CA 94102 Employer Identification Number: Date: MAR 13 1996 92-0072737 File Folder Number: GENERAL COMMUNICATION, INC. 921000549 C/O MICHAEL SANCHEZ, ESQ. Person to Contact: SHERMAN & HOWARD LLC MING TOM 633 17TH STREET, SUITE 3000 Contact Telephone Number: DENVER, CO 80202 (415) 522-6057 Plan Name: GENERAL COMMUNICATION, INC. EMPLOYEE STOCK PURCHASE PLAN Plan Number: 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated 1/10/96. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on 12/20/94. This determination letter is also applicable for the amendment(s) adopted on 9/1/95 & 10/24/95. This determination letter is applicable for the plan adopted on 11/3/87. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. Letter 835 (DO/CG) Amendment to Registration Statement (S-8) Page 21 -2- GENERAL COMMUNICATION, INC. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Richard R. Orosco District Director Enclosures: Publication 794 Addendum Letter 835 (DO/CG) Amendment to Registration Statement (S-8) Page 22 -3- GENERAL COMMUNICATION, INC. This plan also satisfies the requirements of Code section 401(k). This is an updated letter. Letter 835 (DO/CG) Amendment to Registration Statement (S-8) Page 23