1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(m) Adiustment of Consideration. Upon con-summation of the Stock Split, the Preferred Per Share Stock Amount shall automatically be increased to 0.74 18, the All Stock Amount shall automatically be increased to 1.4836 and the Maximum Parent Shares shall automatically be increased to 38,425,240. If between the gate hereof and the Effective Time, the outstanding shares of Parent Class A Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares (other than the Stock Split), or any dividend payable in stock or other securities shall be declared thereon with a record date within such period, the Consideration shall be adjusted accordingly to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, split-up, combination, exchange or dividend. Section 2.3 Fractional Shares. No fractional shares of Parent Class A Common Stock shall be issued in the Merger. In lieu of any such fractional securities, each holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Class A Common Stock upon surrender of Certificates for exchange pursuant to this Agreement will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders,ofthe aggregate fractional shares of Parent Class A Common Stock issued pursuant to this Article Two. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (a) the number of whole shares of Parent Class A Common Stock delivered to the Exchange Agent by Parent over (b) the aggregate number of whole shares of Parent Class A Common Stock to be distributed to holders of shares of Company Common Stock (such excess, the "Excess Shares"), and the Exchange Agent, as agent for the former holders of shares of Company Common Stock, shall sell the Excess Shares at the prevailing prices on the NYSE. The sale ofthe Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Stock, the Exchange Agent shall hold such proceeds in trust for such former holders of Company Common Stock (the "Fractional Securities Fund"). As soon as practicable after the determination of the amount of cash to be paid to the former holders of Company Common Stock in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former shareholders. Section 2.4 Dissenting Shares of Companv Common Stock. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who have not voted such shares of Company Common Stock in favor of the adoption of this Agreement and approval of the Merger and who shall have properly exercised their right to dissent from the Merger in accordance with, and shall have complied with all other applicable requirements of, Articles 5.11, 5.12 and 5.13 of the TBCA (the "Dissenting Shares") shall not be converted into the right to receive the Consideration or any cash in lieu of fractional shares of Parent Class A Common Stock, as provided herein, at or after the Effective Time, but instead shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to ATI/90584,g 7