COMDIAL CORP, S-8 POS, EX-99.1, 2000-11-15

COMDIAL CORP
S-8 POS, EX-99.1, 2000-11-15
TELEPHONE & TELEGRAPH APPARATUS

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                                                                    EXHIBIT 99.1
                                                                    ------------

                                 FIFTH AMENDMENT
                                       TO
                               COMDIAL CORPORATION
                            1992 STOCK INCENTIVE PLAN

         THIS FIFTH  AMENDMENT to the Comdial  Corporation  1992 Stock Incentive
Plan (the  "Plan") is made  effective  as of February  2, 2000,  pursuant to the
authority  under  Section 12 of the Plan for the Board of Directors to amend the
Plan.

         NOW, THEREFORE, the Plan is amended as follows:

         I.       Section  4 of the  Plan  is  amended  by  deleting  the  words
"1,550,000  shares" in the first and second  sentences  thereto and inserting in
lieu thereof the words "2,050,000 shares."

         II.      In all respects not amended,  the Plan is hereby  ratified and
confirmed.

         IN WITNESS WHEREOF,  the Company has caused this Fifth Amendment to the
Plan to be  executed  as of  February  2,  2000,  the date on which the Board of
Directors amended the Plan.

                                        COMDIAL CORPORATION


                                        By:      /s/ Nickolas A. Branica
                                           --------------------------------