1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(e) Plan Requirements. At all times on or prior- to the Closing, each Benefit Plan, to the extent such Benefit Plan is intended to be tax-qualified, satisfies in all material respects all minimum coverage, minimum participation and non-discrimination requirements, if any, imposed on such Benefit Plan by the applicable terms of the Code and ERISA. . (f) Audits. No Company Entity has knowledge of the existence of any goveromental inspection, investigation, audit or examination of any Benefit Plan or of any facts that would lead them to believe that any such goveromental inspection, investigation, audit or examination is pending or threatened, and there exists no action, suit or claim (other than routine claims for benefits) with respect to any Benefit Plan pending or, to the knowledge ofthe Company, threatened against any such plan or arrangement, where in any event the liability that would reasonably be expected to result would have a Company Material Adverse Effect. (g) Retiree Coverage. No Company Entity nor any Affiliate of any Company Entity sponsors, maintains or contributes to any Benefit Plan that provides medical or death benefit coverage to former employees of the Company Entities, except to the extent required by Section 4980B of the Code, and other than arrangements between any Company Entity and individual employees that will not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) Oualification Standards. With respect to each Benefit Plan: (i) each Benefit Plan that is intended to be tax-qualified, and each amendment thereto, is the subject of a favorable determination letter, and, to the knowledge of any Company Entity, no plan amendment that is not the subject of a favorable determination letter would reasonably be expected to result in revocation of a Benefit Plan's letter; (ii) no Benefit Plan is subject to Code Section 412, Section 302(a)(2) of ERISA or Title IV of ERISA; and (iii) no condition or event exists or is expected to occur that could subject, directly or indirectly, any Company Entity or any Affiliate of any Company Entity to any liability, contingent or otherwise, or the imposition of any lien on the assets of any Company Entity or any Affiliate of any Company Entity under the Code or, whether to the Internal Revenue Service or any other Person. (i) Accelerated Pavrnent: Enhanced Benefits. Except as specifically disclosed on Schedule 3.22, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, stay bonuses, severance, or unemployment compensation) becoming due to any director or employee of any Company Entity; (ii) result in the accrual by an employee of any Company Entity of a right to receive greater benefits upon termination of employment on or subsequent to the Closing Date; (iii) result in the acceleration of vesting under any Benefit Plan; or (iv) materially increase any benefits otherwise payable under any Benefit Plan. G) Stock OPtions. Except for stock options issued and outstanding under (i) the Directors Plan and the Option Plan, as both are defined in Section 2.6 and (ii) the Contracts set forth on Schedule 3.2(b), there are no currently outstanding stock options or other rights extended to employees, directors or independent contractors of any Company Entity or any Affiliate of any A TI/90584-8 25