1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(f) Rule 145 Affiliates. Certificates surrendered for exchange by any Person constituting a Rule 145 Affiliate of the Company shall not be exchanged for the Consideration until Parent has received a written agreement from such Person as provided in Section 5.9. (g) Distributions with Respect to Unexchaneed Shares. Whenever a dividend or other distribution is declared by Parent in respect of Parent Class A Common Stock and the 'record date for that dividend or other distribution is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Class A Common Stock issuable under this Agreement. No dividends or other distributions in respect of the Parent Class A Common Stock shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article Two. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued or paid to the holder of the certificates representing whole s.hares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time and a payment date on or prior to the date of issuance of such whole shares of Parent Class A Common Stock and not previously paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender, less the amount of any withholding taxes which may be required thereon. For purposes of dividends or other distributions in respect of shares of Parent Class A Common Stock, all shares of Parent Class A Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time. Section 2.6 Stock Options. (a) Non-Emplovee Directors Stock Options. Each non-employee director who holds outstanding stock options (the "Director Options") under the Amended and Restated Non- Employee Directors' Stock Option Plan (the "Directors Plan") shall be entitled to elect either (i) to receive at the Effective Time from the Surviving Corporation an amount in cash equal to the product of (A) the number of shares of Company Common Stock previously subject to the Director Option and (B) the excess of the All Cash Amount over the exercise price per share of Company Common Stock previously subject to the Director Option or (ii) to have the holder's Director Options be assumed by Parent and each such Director Option deemed to constitute an option to acquire, generally on the same terms and conditions as were applicable under such Director Option prior to the Effective Time, the number of shares of Parent Class A Common Stock (using the All Stock Amount) as the holder of such Director Option would have been entitled to receive pursuant to the Merger in respect of such Director Option had such holder exercised such Director Option in full immediately prior to the Effective Time, at the exercise price per share equal to the exercise price per share applicable to such Director Option; provided, that the number of shares of Parent Class A Common Stock that may be purchased upon exercise of any such Director Options shall not include any fractional shares and, upon exercise of any such Director Options, a cash payment shall be made for any fractional shares based upon the last sale price per share of Parent Class A Common Stock on the trading day immediately preceding the date of exercise. Within ten Business Days after AT1I90584-8 10