1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(d) Maximum Parent Shares and Maximum Cash Amount. The aggregate maximum number of shares of Parent Class A Common Stock into which shares of Company Common Stock may be converted pursuant to this Section 2.2 shall be 19,212,620 (the "Maximum Parent Shares"). The aggregate maximum amount of cash into which shares of Company Common Stock may be converted pursuant to this Section 2.2 shall be $1,618,675,000 (the "Maximum Cash Amount"). (e) Available Elections. Each record holder (or beneficial owner through appropriate and customary documentation and instructions) of shares of Company Common Stock shall be entitled either (i) to elect to receive the Preferred Per Share Cash Amount and the Preferred Per Share Stock Amount for each such share of Company Common Stock (a "Preferred Election"), or (ii) to elect to receive the All Stock Amount for each such share of Company Common Stock (an "All Stock Election"), or (iii) to elect to receive the All Cash Amount for each such share of Company Common Stock (an "All Cash Election") or (iv) to indicate that such record holder has no preference as to the Preferred Election, the All Stock Election or the All Cash Election with respect to such holder's shares of Company Common Stock (a "Non-Election," and any Preferred Election, All Stock Election, All Cash Election or Non-Election shall be referred to herein as an "Election"); provided, however, that no holder of Dissenting Shares shall be entitled to make an Election. The All Cash Elections and the All Stock Elections are subject to adjustment in accordance with the provisions of Sections 2.2( g) and Ufh}. All such Elections shall be made on a form furnished by Parent for that purpose (a "Form of Election") and reasonably satisfactory to the Company. Ifmore than one certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a "Certificate") shall be surrendered for the account of the same holder, the number of shares of Parent Class A Common Stock, if any, to be issued to such holder in exchange for the Certificates which have been surrendered shall be computed on the basis of the aggregate number of shares of Company Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Company Common Stock who hold such shares of Company Common Stock as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Company Common Stock held by such Representative for a particular beneficial owner. (f) Preferred Elections and Non-Elections. All holders of shares of Company Common Stock who have made the Preferred Election or the Non-Election shall receive the Preferred Per Share Stock Amount and the Preferred Per Share Cash Amount in respect of each share of Company Common Stock held by them. The Maximum Cash Amount, minus the amount of cash to be paid to holders of shares of Company Common Stock who have made the Preferred Election or the Non-Election minus an amount reasonably reserved by Parent to pay amounts determined to be owing to the holders of Dissenting Shares shall be referred to hereinafter as the "Remaining Cash Amount," and the Maximum Parent Shares minus the number of shares of Parent Class A Common Stock to be issued to holders of shares of Company Common Stock who have made the Preferred Election or the Non-Election shall be referred to hereinafter as the "Remaining Parent Shares". A T1I90584-8 4