<PAGE>
EXHIBIT 99.4
THIRD AMENDMENT TO THE
COMDIAL CORPORATION 401(k) PLAN
THIRD AMENDMENT to the Comdial Corporation 401(k) Plan, by Comdial
Corporation (the "Employer").
The Employer maintains the Comdial 401(k) Plan, originally effective as
of January 1, 1989, amended and restated effective as of January 1, 1997 (the
"Plan").
The Employer has the power to amend the Plan and now wishes to do so.
NOW, THEREFORE, the Plan is amended as follows:
I. Effective March 1, 1999, the first sentence of Section 3.3 of the
Plan is amended to read as follows:
The Employer shall make a Matching Contribution equal to 50% of the
Participant's Salary Reduction Contributions, up to 6% of such
Participant's Compensation for the Plan Year in which the Participant
elects to have Salary Reduction Contributions made on his behalf.
II. In all respects not amended, the Plan is hereby ratified and
confirmed.
* * * * * *
To record the adoption of the Amendment set forth above, the Employer
has caused this document to be signed on this 8th day of February, 1999.
COMDIAL CORPORATION
By: /s/ William G. Mustain
------------------------
William G. Mustain
