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EXHIBIT 99.2
FIRST AMENDMENT
TO THE
COMDIAL CORPORATION
401(k) PLAN
FIRST 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. Section 2.1(b) is amended to read in its entirety as follows:
(b) Effective January 1, 1998, each Employee who is not an
Ineligible Employee becomes a Participant on the first Entry
Date following the Employee's Employment Commencement Date.
II. Section 6.6(b) is amended by deleting the first sentence and inserting
in lieu thereof:
(b) If a Participant's vested Account balance has ever
exceeded $5,000 and the distribution is to be made before the
Participant's Normal Retirement Date, the Participant must
consent to the distribution before it may be made.
III. Section 6.7(a)(ii) is amended to read in its entirety:
(ii) The amount may be paid to the Participant or Beneficiary
in monthly installments over a term certain not extended
beyond the normal life expectancy of the Participant. Such
installment payments will be substantially equal payments as
calculated under a uniform methodology consistently applied.
If the Participant dies before the completion of installment
payments, any balance of the amount shall be paid to his
Beneficiary as provided in Section 6.5. If a Beneficiary who
is receiving payments dies, any remaining balance of the
vested Account shall be paid to the personal representative of
the Beneficiary's estate.
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IV. Section 6.7(c) is amended by adding at the end thereof:
(iii) At any time, a Beneficiary entitled to receive payments
after a Participant's death may elect to receive the remaining
Account balance in a single sum payment.
V. Section 6.7(d) is amended by deleting the first sentence and inserting:
(d) If a Participant's vested Account balance exceeds or has
ever exceeded $5,000 at the time a distribution is to be made
before the Participant's Normal Retirement Date, the
distribution will be made only if the Participant consents to
the distribution.
VI. Section 6.7(f) is amended to read in its entirety as follows:
(f) If a Participant's vested Account balance has never
exceeded $5,000, the Account will be distributed in a single
sum payment without the Participant's consent. For
Participants who terminated prior to January 1, 1998, whose
vested Account balance has never exceeded $5,000 and who have
not reached their Normal Retirement Date, a single sum payment
will be made as soon as administratively possible after
January 1, 1998.
VII. The Plan is amended by the addition of new Section 6.7(g):
(g) Once a form of benefit has been selected, the retired or
terminated Participant may not change such form except to
elect a single sum distribution, and the election may be made
at any time. If installment payments would be less than $100
per month, the Plan Administrator may make the payments on a
quarterly or annual basis such that each payment is at least
$100.
VIII. Unless otherwise stated, this Amendment shall be effective as of
January 1, 1998.
IX. In all respects not amended, the Plan is hereby ratified and confirmed.
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To record the adoption of the Amendment set forth above, the Firm has
caused this document to be signed on this 6th day of November, 1997.
COMDIAL CORPORATION
By: /s/ Wayne R. Wilver
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