<PAGE>   1
                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                         COX CABLE COMMUNICATIONS, INC.



First:  The name of the corporation is COX CABLE COMMUNICATIONS, INC.

Second:  The registered office of the corporation in the State of Delaware is to
be located  at 1209  Orange  Street,  in the City of  Wilmington,  county of New
Castle,  19801. The registered agent in charge thereof is The Corporation  Trust
company.

Third: The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware, and to have and exercise all the powers conferred by the Laws
of the State of Delaware upon corporations  formed under the General Corporation
Law of the State of Delaware.

Fourth:  The amount of the total  authorized  capital  stock of the  corporation
shall be one thousand (1,000) shares of voting common stock, with a par value of
one dollar ($1.00) per share.

Fifth:  The name and mailing address of the incorporator are as follows:

                                    Thomas J. Peter IV
                                    One Ravinia Drive
                                    Suite 1600
                                    Atlanta, Georgia  30346

Sixth: Elections of directors need not be by written ballot unless the Bylaws of
the  corporation  shall so provide.  In furtherance and not in limitation of the
powers  conferred by statute,  the Board of Directors of the  corporation  shall
have the following powers:

(a) To adopt, and to alter or amend the Bylaws, to fix the amount to be reserved
as working  capital,  and to authorize  and cause to be executed  mortgages  and
liens  (without  limit as to the amount) upon the property and franchises of the
corporation; and

(b) With the  consent  in  writing  or  pursuant  to a vote of the  holders of a
majority  of the capital  stock  issued and  outstanding,  to dispose of, in any
manner, the whole property of the corporation.

<PAGE>   2


Seventh:  The  stockholders  and  directors  shall  have the power to hold their
meetings and keep the books,  documents and papers of the corporation  within or
outside the State of Delaware and at such place or places as may be from time to
time designated by the Bylaws or by resolution of the stockholders or directors,
except as otherwise required by the laws of the State of Delaware.

Eighth: The objects,  purposes and power specified in any clause or paragraph of
this  Certificate of  Incorporation  shall be in no way limited or restricted by
reference  to or  inference  from the terms of any other  clause or paragraph of
this Certificate of Incorporation.  The objects,  purposes and powers in each of
the  clauses  and  paragraphs  of this  Certificate  of  Incorporation  shall be
regarded as independent objects,  purposes and powers. The objects, purposes and
powers specified in this Certificate of Incorporation are in furtherance and not
in limitation of the objects, purposes and powers conferred by statute.

Ninth: The corporation  shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and  supplemented,  or any successor  provision  thereto,  indemnify any and all
persons  whom it shall  have power to  indemnify  under  said  section  from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said  section  and,  as provided in said  section,  shall  advance
expenses, including reasonable attorneys' fees, of any and all such persons, and
the indemnification and advancement of expenses provided for herein shall not be
deemed  exclusive of any other rights to which a person seeking  indemnification
or advancement of expenses may be entitled under any Bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
or her official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such persons.

Tenth: To the fullest extent permitted by Section 102 of the General Corporation
Law of Delaware,  as the same may be amended and supplemented,  or any successor
provision  thereto, a director of the corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary duty as a director. An amendment to Section 102 or this Certificate of
Incorporation to limit the protection  afforded by the preceding  sentence shall
not affect the liability of a director of the  corporation for any actions taken
by such director prior to said amendment.

Eleventh:         The corporation shall have perpetual existence.

                  The  undersigned,  Thomas J.  Peters  IV,  for the  purpose of
forming a corporation under the laws of the State of Delaware, does hereby make,
file and record this Certificate of  Incorporation  and does hereby certify that
the facts herein stated are true, and has accordingly  hereunto set his hand and
seal.

                                                 /s/ Thomas J. Peters IV
                                                 Thomas J. Peters IV


<PAGE>   3





                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                          COX CABLE COMMUNICATION, INC.



         Pursuant to Section 242 of the Delaware  General  Corporation  Law, COX
CABLE  COMMUNICATIONS,  INC., a corporation  organized and existing under and by
virtue of the laws of the State of  Delaware  (the  "Corporation"),  does hereby
certify:

TWELFTH:  That the Board of Directors of the Corporation,  by unanimous  written
consent pursuant to Section 141(f) of the Delaware General Corporation Law, duly
adopted  resolutions  proposing  and  declaring  advisable  an  amendment to the
Certificate  of  Incorporation  of the  Corporation  to  change  the name of the
Corporation  and directing that said amendment be submitted to the  stockholders
of the  Corporation  and  directing  that said  amendment  be  submitted  to the
stockholders of the  Corporation for  consideration  and approval  thereof.  The
resolutions setting forth the proposed amendment are as follows:

                           RESOLVED,  that,  pursuant  to  Section  242  of  the
                  Delaware  General   Corporation  Law,  Article  FIRST  of  the
                  Certificate  of  Incorporation  of this  Corporation  shall be
                  amended in its entirety to read as follows:

                           FIRST:           The name of the Corporation is:
                                            COX COMMUNICATIONS, INC.

                           FURTHER  RESOLVED,  that,  pursuant to Section 242 of
                  the Delaware General  Corporation Law, the foregoing Amendment
                  to the Certificate of Incorporation of this Corporation  shall
                  be  submitted  to the  stockholders  of this  Corporation  for
                  consideration and approval.

                           FURTHER RESOLVED, that the foregoing Amendment to the
                  Certificate  of  Incorporation  of this  Corporation  shall be
                  effective  as  of  the  effective  date  of  the  filing  of a
                  Certificate of Amendment of the  Certificate of  Incorporation
                  of this  Corporation,  setting forth the foregoing  amendment,
                  with the Secretary of State of the State of Delaware.

<PAGE>   4
                                      -4-

THIRTEENTH:  That thereafter, all the stockholders of the Corporation waived all
notice of the time,  place and purposes of a meeting of the  stockholders of the
Corporation  and gave  their  unanimous  written  consent to said  Amendment  in
accordance  with  the  provisions  of  Section  228  of  the  Delaware   General
Corporation Law and said unanimous  written consent was filed with the Secretary
of the Corporation.

FOURTEENTH:   That the  aforesaid  Amendment was duly adopted in accordance with
the provisions of Section 242 of the Delaware General Corporation Law.

FIFTEENTH:  That the aforesaid  Amendment to the  Corporation's  Certificate  of
Incorporation  shall be effective as of the effective date of the filing of this
Certificate of Amendment of the Certificate of Incorporation  with the Secretary
of State of the State of Delaware.

SIXTEENTH:   That the capital of the Corporation will not be reduced under or by
reason of said Amendment.



IN  WITNESS  WHEREOF,  said COX  CABLE  COMMUNICATIONS,  INC.  has  caused  this
Certificate  to be  executed  by Jimmy W. Hayes,  its Sr.  Vice  President,  and
attested by Andrew A. Merdek, its Secretary, this 17th day of November, 1994.


                                By:          /s/ Jimmy W. Hayes
                                             Jimmy W. Hayes, Sr. Vice President




                                Attest:      /s/ Andrew A. Merdek
                                             Andrew A. Merdek, Secretary


<PAGE>   5





                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                            COX COMMUNICATIONS, INC.

Article I:        Name.

         The name of this corporation (the "Corporation") is:

                            Cox Communications, Inc.

Article II:       Definitions.

         For the purposes of this Certificate of Incorporation:

         A.       "Affiliate"  and  "Associate"  have the  meanings set forth in
Rule 12b-2 under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), as in effect on June 3, 1994.

         B.       "Beneficially  Owns" has the  meaning  set forth in Rule 13d-3
under the Exchange Act as in effect on June 3, 1994.

         C.       "Board" means the Board of Directors of the Corporation.

         D.       "Business  Combination"  means (a) any merger,  consolidation,
combination or  reorganization of the Corporation or a Subsidiary with or into a
Related  Person  or of a  Related  Person  with or  into  the  Corporation  or a
Subsidiary,  (b) any  sale,  lease,  exchange,  transfer,  liquidation  or other
disposition  (including  without  limitation,  a mortgage or any other  security
device) of assets of the Corporation and/or one or more Subsidiaries  (including
without  limitation  any  voting  securities  of a  Subsidiary)  constituting  a
Substantial  Part of the Corporation to a Related Person,  (c) any sale,  lease,
exchange,   transfer,   liquidation  or  other  disposition  (including  without
limitation,  a  mortgage  or any other  security  device) of assets of a Related
Person  (including  without  limitation any voting securities of a subsidiary of
such Related Person)  constituting a Substantial  Part of such Related Person to
the Corporation and/or one or more Subsidiaries, (d) the issuance or transfer of
any  securities   (other  than  by  way  of  a  pro  rata  distribution  to  all
stockholders)  of the Corporation or a Subsidiary to a Related Person that, when
aggregated  with all prior  issuances  and  transfers to such Related  Person of
securities of the Corporation or such Subsidiary  during the preceding 365 days,
constitutes  five  percent  (5%) or more of the  outstanding  class or series of
securities of the  Corporation or such  Subsidiary,  (e) the  acquisition by the
Corporation  or a Subsidiary of any  securities  issued by a Related  Person if,
after giving effect thereto,  the Corporation and its Subsidiaries  would own an
aggregate of one percent (1%) or more of (i) the outstanding shares of any class
or series  of any  equity  security  issued  by the  Related  Person or (ii) the
outstanding  principal amount of any class or series of any debt security issued
by the Related Person (for purposes of such calculation, the Corporation and its
Subsidiaries  shall be  deemed to own at the time of such  calculation  any such
equity or debt  securities of the Related  Person that may then or thereafter be
acquired (x) upon the exercise of

<PAGE>   6


any  options,  warrants  or other  rights  then  owned by the  Corporation  or a
Subsidiary  or (y) upon the  conversion  or exchange of any other  security then
owned  by  the  Corporation  or  a  Subsidiary),  (f)  any  recapitalization  or
reorganization that would have the effect, directly or indirectly, of increasing
the voting power of a Related Person,  by five percent (5%) or more, and (g) any
agreement,  contract or other arrangement  providing for any of the transactions
described in this definition of a Business Combination.

         E.       "Disinterested Shares" means, as to any Related Person, shares
of Voting Stock held by stockholders other than such Related Person.

         F.       "Effective  Date"  means the date upon which the merger of The
Times Mirror  Company,  a Delaware  corporation,  with and into the  Corporation
becomes effective.

         G.       "Fair  Market  Value"  means:  (a) in the case of  stock,  the
average  closing  sale  price  during the  thirty  (30) day  period  immediately
preceding  and  including  the date in  question of a share of such stock on the
Composite Tape for securities listed on the New York Stock Exchange, or, if such
stock is not quoted on the Composite Tape, on the New York Stock  Exchange,  or,
if such stock is not listed on such  exchange,  on the  principal  United States
securities  exchange  registered  under the  Exchange Act on which such stock is
listed,  or, if such  stock is not  listed  on any such  exchange,  the  average
closing bid  quotation  with  respect to a share of such stock during the thirty
(30) day period  preceding  and  including  the date in  question  on the Nasdaq
National Market or any other quotation reporting system then in general use, or,
if no such  quotations  are  available,  the  Fair  Market  Value on the date in
question of a share of such stock as determined by the Independent  Directors in
good faith, which  determination shall be final; and (b) in the case of property
other than cash or stock,  the Fair Market Value of such property on the date in
question  as  determined  by the  Independent  Directors  in good  faith,  which
determination  shall be final.  In making such  determinations,  the Independent
Directors  may rely in good faith upon the books of account or other  records of
the  Corporation  or  statements  prepared  by its  officers  or by  independent
accountants or by an appraiser selected with reasonable care by the Board.

         H.       "Independent  Director"  means, as to any Related Person,  any
member of the Board who is unaffiliated with and is not the Related Person.

         I.       "Related   Person"   means  and   includes   any   individual,
corporation,  partnership or other person or entity, or any group of two or more
of the  foregoing  that have agreed to act  together,  that,  together  with its
Affiliates and  Associates,  Beneficially  Owns, in the aggregate,  five percent
(5%) (the "Threshold Percentage") or more of the outstanding Voting Stock of the
Corporation, and any Affiliate or Associate of any such individual, corporation,
partnership or other person or entity; provided, however, that the term "Related
Person"  shall not include any  employee  benefit  plan  established  to provide
benefits  for  employees  of the  Corporation  or its  Subsidiaries,  any  trust
established  pursuant  thereto,  or any trustee or fiduciary when acting in such
capacity with respect to any such plan or trust.

<PAGE>   7


         J.       "Subsidiary"  means any  corporation in which the  Corporation
owns, directly or indirectly, securities that entitle the Corporation to elect a
majority of the board of directors of such corporation or that otherwise give to
the Corporation the power to control such corporation.

         K.       "Substantial  Part" means more than ten  percent  (10%) of the
Fair  Market  Value of the  total  consolidated  assets  of the  corporation  in
question  and its  subsidiaries  as of the end of its most  recent  fiscal  year
ending prior to the time the determination is being made.

         L.       "Voting Stock" means all  outstanding  shares of capital stock
of the  Corporation  entitled to vote  generally in the election of directors of
the  Corporation,  and each  reference to a  percentage  or portion of shares of
Voting Stock shall refer to such  percentage or portion of the votes entitled to
be cast by such shares.

Article III:      Registered Office.

         The address of the registered office of the Corporation in the State of
Delaware  is  Corporation  Trust  Center,  1209  Orange  Street,  in the City of
Wilmington,  County of New Castle, 19801. The registered agent in charge thereof
is The Corporation Trust Company.

Article IV:       Business.

         The  purpose  of the  Corporation  is to  engage in any  lawful  act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware,  and to have and exercise all the powers conferred
by the laws of the State of Delaware upon corporations  formed under the General
Corporation Law of the State of Delaware.

Article V:        Authorized Capital Stock.

         A.       Authorized  Shares.  The total number of shares of all classes
of capital  stock that the  Corporation  shall have  authority to issue is three
hundred five million  (305,000,000)  shares,  of which (i) three hundred million
(300,000,000)  shares, of a par value of $1.00 per share,  shall be Common Stock
(the "Common Stock"), and (ii) five million (5,000,000) shares of a par value of
$1.00  per  share,  shall be  Preferred  Stock  (hereinafter  called  "Preferred
Stock").  The Common Stock shall be divided into classes as follows: two hundred
eighty-six  million  (286,000,000)  shares  of Class A Common  Stock  ("Class  A
Stock") and fourteen million (14,000,000) shares of Class C Common Stock ("Class
C Stock").

         B.       Class A Stock and Class C Stock.

                  1.       Powers, Preferences and Rights.

         Except as  otherwise  provided in this  Section 2, each share of Common
Stock shall be identical.

                  2.       Voting Rights.

<PAGE>   8


                           a.       If there  shall  be only one class of Common
Stock  outstanding,  each share of Common Stock shall entitle the holder thereof
to one (1) vote.

                           b.       If both  classes  of Common Stock are issued
and outstanding, each share of Class A Stock shall entitle the holder thereof to
one (1) vote and each share of Class C Stock shall entitle the holder thereof to
ten (10) votes.  Except as set forth herein,  all actions submitted to a vote of
stockholders shall be voted on by the holders of Class A Stock and Class C Stock
(as  well as the  holders  of any  Preferred  Stock,  if any,  entitled  to vote
thereon) voting together as a single class.

                           c.       The  holders  of Class A Stock  and  Class C
Stock shall each be entitled to vote  separately  as a class with respect to (i)
amendments to this Certificate of Incorporation that alter or change the powers,
preferences or special rights of their respective class of stock so as to affect
them  adversely  and (ii) such other  matters as require  class  votes under the
General Corporation Law of the State of Delaware.

                           d.       Except  as  otherwise  provided  by  law  or
pursuant  to  this  Article  V or by  resolution  or  resolutions  of the  Board
providing for the issuance of any series of Preferred  Stock, the holders of the
Class A Stock  and the  Class C Stock  shall  have  sole  voting  power  for all
purposes,  each holder of the Class A Stock and Class C Stock being  entitled to
vote as provided in subparagraph 2.b of paragraph B of Article V.

                  3.       Dividends.

                           a.       If and when  dividends  on the Class A Stock
and  Class C Stock  are  declared  payable  from  time to time by the  Board  as
provided in this  subparagraph  3.a of paragraph B of Article V, whether payable
in cash,  in property or in shares of stock of the  Corporation,  the holders of
Class A Stock  and the  holders  of  Class C Stock  shall be  entitled  to share
equally,  on a per share basis,  in such  dividends,  subject to the limitations
described below. If dividends are declared that are payable in shares of Class A
Stock or Class C Stock,  such dividends shall be payable at the same rate on all
classes  of Common  Stock and the  dividends  payable in shares of Class A Stock
shall be payable only to holders of Class A Stock and the  dividends  payable in
shares of Class C Stock  shall be payable  only to holders of Class C Stock.  If
the Corporation shall in any manner subdivide or combine the outstanding  shares
of Class A Stock or Class C Stock, the outstanding  shares of the other class of
Common Stock shall be  proportionally  subdivided or combined in the same manner
and on the same  basis  as the  outstanding  shares  of Class A Stock or Class C
Stock, as the case may be, that have been subdivided or combined.

                           b.       Subject   to  provisions  of  law  and   the
preferences  of the Preferred  Stock and of any other stock ranking prior to the
Class A Stock or the Class C Stock as to  dividends,  the holders of the Class A
Stock and the Class C Stock shall be entitled to receive  dividends at such time
and in such  amounts as may be  determined  by the Board and declared out of any
funds lawfully  available  therefor,  and shares of Preferred Stock of any class
shall not be entitled to share therein except as otherwise expressly provided in
the  resolution  or  resolutions  of the Board  providing  for the issue of such
series.

<PAGE>   9

                  4.       Conversion of Class C Stock by Holder.

                           a.       The  holder of each share  of  Class C Stock
shall have the right at any time, or from time to time, at such holder's option,
to convert  such share  into one fully paid and  nonassessable  share of Class A
Stock on and subject to the terms and conditions hereinafter set forth.

                           b.       In  order   to   exercise   his   conversion
privilege,  the  holder  of any  shares of Class C Stock to be  converted  shall
present and surrender the certificate or certificates  representing  such shares
during  usual  business  hours  at any  office  or  agency  of  the  Corporation
maintained  for the transfer of Class C Stock and shall deliver a written notice
of the  election  of the  holder  to  convert  the  shares  represented  by such
certificate or any portion thereof  specified in such notice.  Such notice shall
also  state  the name or  names  (with  address)  in which  the  certificate  or
certificates  for shares of Class A Stock issuable on such  conversion  shall be
registered.  If  required  by  the  Corporation,   any  certificate  for  shares
surrendered for conversion  shall be accompanied by instruments of transfer,  in
form satisfactory to the Corporation, duly executed by the holder of such shares
or his duly  authorized  representative.  Each  conversion  of shares of Class C
Stock shall be deemed to have been effected on the date (the "conversion  date")
on which the  certificate or  certificates  representing  such shares shall have
been surrendered and such notice and any required  instruments of transfer shall
have been  received  as  aforesaid,  and the  person or persons in whose name or
names any  certificate  or  certificates  for  shares of Class A Stock  shall be
issuable on such conversion shall be, for the purpose of receiving dividends and
for all other corporate purposes whatsoever, deemed to have become the holder or
holders  of record of the  shares of Class A Stock  represented  thereby  on the
conversion date.

                           c.       As   promptly  as   practicable  after   the
presentation  and  surrender  for  conversion,   as  herein  provided,   of  any
certificate for shares of Class C Stock, the Corporation shall issue and deliver
at such office or agency,  to or upon the written  order of the holder  thereof,
certificates  for the  number  of  shares  of Class A Stock  issuable  upon such
conversion.  Subject to the  provisions  of  subparagraph  6 of  paragraph  B of
Article  V, in case  any  certificate  for  shares  of  Class C Stock  shall  be
surrendered for conversion of a part only of the shares represented thereby, the
Corporation shall deliver at such office or agency, to or upon the written order
of the holder thereof, a certificate or certificates for the number of shares of
Class C Stock  represented by such  surrendered  certificate  that are not being
converted.  The issuance of  certificates  for shares of Class A Stock  issuable
upon the conversion of shares of Class C Stock by the registered  holder thereof
shall be made without charge to the converting holder for any tax imposed on the
Corporation in respect of the issue thereof. The Corporation shall not, however,
be  required  to pay any tax that may be payable  with  respect to any  transfer
involved in the issue and delivery of any  certificate in a name other than that
of the  registered  holder of the shares being  converted,  and the  Corporation
shall not be required to issue or deliver any such certificate  unless and until
the person  requesting  the issue thereof shall have paid to the Corporation the

<PAGE>   10


amount of such tax or has  established to the  satisfaction  of the  Corporation
that such tax has been paid.

                           d.       Upon any  conversion  of  shares  of Class C
Stock into shares of Class A Stock pursuant  hereto,  no adjustment with respect
to dividends  shall be made; only those dividends shall be payable on the shares
so  converted  as have been  declared  and are  payable  to holders of record of
shares of Class C Stock on a date prior to the  conversion  date with respect to
the shares so converted;  and only those dividends shall be payable on shares of
Class A Stock issued upon such  conversion as have been declared and are payable
to  holders  of record of  shares of Class A Stock on or after  such  conversion
date.

                           e.       In case of any sale or  conveyance of all or
substantially all of the property or business of the Corporation as an entirety,
a holder of a share of Class C Stock shall have the right  thereafter to convert
such  share  into  the kind  and  amount  of cash,  shares  of stock  and  other
securities and properties receivable upon such sale or conveyance by a holder of
one share of Class A Stock and shall have no other conversion rights with regard
to such share. The provisions of this subparagraph 4.e of paragraph B of Article
V shall  similarly apply to successive  sales or  conveyances.

                           f.       Shares of the Class C Stock  converted  into
Class A  Stock  shall  be  retired and shall resume the status of authorized but
unissued shares of Class C Stock.

                           g.       Such  number  of  shares of Class A Stock as
may from  time to time be  required  for such  purpose  shall  be  reserved  for
issuance upon conversion of outstanding shares of Class C Stock.

                  5.       Termination of Class C Stock.

                           a.       All  outstanding  shares  of  Class  C Stock
shall  automatically,  without  any  further  act or  deed  on the  part of this
Corporation or any other person,  be converted into shares of Class A Stock on a
share-for-share basis:

                                    (1)      if, as a result of the existence of
the Class C Stock,  the Class A Stock is excluded  from  trading on the New York
Stock  Exchange,  the American Stock Exchange and all other national  securities
exchanges and is also excluded from quotation on the Nasdaq  National Market and
any other national quotation system then in use; or

                                    (2)     at the option of the Corporation:

                                            (a)       at any time when the Board
and the  holders of a majority  of the  outstanding  shares of the Class C Stock
approve the conversion of all of the Class C Stock into Class A Stock; or

                                            (b)       if the Board, in its  sole
discretion, elects to effect a conversion in connection with its approval of any
sale or lease of all or any substantial part of the

<PAGE>   11



Corporation's assets or any merger, consolidation, liquidation or dissolution of
the Corporation; or

                                            (c)     if  the  Board,  in its sole
discretion,  elects to effect a conversion after a determination  that there has
been a material  adverse change in the liquidity,  marketability or market value
of the outstanding  Class A Stock,  considered in the aggregate,  (X) due to the
exclusion of the Class A Stock from trading on a national securities exchange or
the exclusion of the Class A Stock from quotation on Nasdaq  National  Market or
such other system then in use, or (Y) due to requirements under federal or state
law, in any such case as a result of the existence of the Class C Stock.

                           b.       In  the  event of any  automatic  conversion
of Class C Stock  pursuant to this  subparagraph  5 of paragraph B of Article V,
certificates  formerly  representing  outstanding  shares of Class C Stock  will
thereafter  be deemed to  represent  the  number of shares of Class A Stock into
which such shares have been converted.

                  6.       Limitation on Transfer of Class C Stock.

                           a.       No record or  beneficial  owner of shares of
Class C Stock may transfer,  and the Corporation shall not register the transfer
of, such shares of Class C Stock,  whether by sale,  assignment,  gift, bequest,
appointment or otherwise, except to a "Permitted Transferee" as provided herein.

                                    (1)     In the case of a  holder  of  record
of the Class C Stock  (the  "Class C  Holder")  who is a natural  person and the
beneficial  owner of the  shares of Class C Stock to be  transferred,  Permitted
Transferees shall include only the following:

                                            (a)     The  spouse of such  Class C
Holder,  any lineal  descendant of a grandparent of such Class C Holder,  or any
spouse of such lineal descendant (herein collectively referred to as "such Class
C Holder's Family Members");

                                            (b)     The  trustee or  trustees of
a trust  (including a voting trust)  principally for the benefit of such Class C
Holder  and/or one or more of such Class C Holder's  Family  Members;  provided,
however,  that if at any time such trust ceases to meet the requirements of this
subparagraph  (b),  all  shares of Class C Stock  then held by such  trustee  or
trustees shall immediately and automatically, without further act or deed on the
part of the Corporation or any other person,  be converted into Class A Stock on
a  share-for-share  basis, and stock  certificates  formerly  representing  such
shares of Class C Stock shall  thereupon and thereafter be deemed to represent a
like number of shares of Class A Stock;

                                             (c)    A corporation, if sufficient
shares entitled  to elect at least a majority of the  entire  board of directors
of such corporation are  beneficially  owned  by, or a  partnership in which all
of the partners  are, and all of the  partnership  interests  are  owned by, the
Class C Holder  and/or one or more of the Permitted  Transferees of such Class C
Holder  determined  under  this  subparagraph 6.a of  paragraph B  of Article V;
provided, however, that  if  by  reason  of any change in the  ownership of such
stock or partners or partnership interests, such

<PAGE>   12


corporation or partnership would no longer qualify as a Permitted  Transferee of
such Class C Holder,  all shares of Class C Stock then held by such  corporation
or partnership shall immediately and automatically,  without further act or deed
on the part of the corporation or any other person,  be converted into shares of
Class A Stock  on a  share-for-share  basis,  and  stock  certificates  formerly
representing  such shares of Class C Stock shall  thereupon  and  thereafter  be
deemed to represent a like number of shares of Class A Stock;

                                           (d)      An  organization established
by the Class C Holder or such Class C Holder's Family Members,  contributions to
which  are  deductible  for  federal  income,  estate  or gift tax  purposes  (a
"Charitable Organization") and a majority of the governing board of which at all
times  consists  of the  Class C  Holder  and/or  one or  more of the  Permitted
Transferees  of such  Class  C  Holder,  or any  successor  to  such  Charitable
Organization meeting such definition;  provided,  however,  that if by reason of
any  change  in the  composition  of the  governing  board  of  such  Charitable
Organization,  such  Charitable  Organization  shall  no  longer  qualify  as  a
Permitted  Transferee  of such Class C Holder,  all shares of Class C Stock then
held  by such  Charitable  Organization  shall  immediately  and  automatically,
without  further act or deed on the part of the Corporation or any other person,
be converted into shares of Class A Stock on a share-for-share  basis, and stock
certificates  formerly representing such shares of Class C Stock shall thereupon
and  thereafter be deemed to represent a like number of shares of Class A Stock;
and

                                           (e)       The executor, administrator
or  personal  representative  of the estate of a deceased  Class C Holder or the
trustee of the estate of a bankrupt or insolvent  Class C Holder or the guardian
or conservator of a Class C Holder adjudged  disabled or  incompetent by a court
of competent jurisdiction, acting in his capacity as such.

                                    (2)      In the  case of a  Class  C  Holder
holding the shares of Class C Stock as trustee  pursuant to a trust other than a
trust  described  in  subparagraph  6.a(3)  below of  paragraph  B of Article V,
Permitted Transferees shall include only the following:

                                           (a)       any  successor  trustee  of
such  trust  who  is  not,  and  by becoming successor trustee will not  become,
a Related Person;

                                           (b)       the  person who established
such trust; and

                                           (c)       a   Permitted    Transferee
of  such person who established such trust.

                                    (3)     In  the  case  of  a  Class C Holder
holding  the  shares of Class C Stock as  trustee  pursuant  to a trust that was
irrevocable on the Effective Date (a "Transferor Trust"),  Permitted Transferees
shall include only the following:

                                           (a)       any  successor  trustee  of
such Transferor Trust who is described in subparagraph  (b), (c) or (d) below or
who is not, and by becoming  successor  trustee  will not  otherwise  become,  a
Related Person;

<PAGE>   13


                                            (b)      any  person to  whom or for
whose benefit the income may be  distributed  during the term of such Transferor
Trust;

                                            (c)      any  person to  whom or for
whose benefit the principal  may be  distributed  either during or at the end of
the term of such Transferor  Trust whether by power of appointment or otherwise;
and

                                            (d)      any lineal  descendant of a
grandparent of the creator of such Transferor  Trust, the spouse of such creator
and the spouse of any such lineal descendant.

                                    (4)     In  the  case  of a  Class C  Holder
that is a partnership  and the  beneficial  owner of the shares of Class C Stock
proposed to be transferred, Permitted Transferees shall include only:

                                            (a)      any     partner   of   such
partnership  who was also a partner of such  partnership  on the Effective Date;

                                            (b)      any   person   transferring
shares of Class C Stock to such partnership  after the Effective Date (provided,
however,  that such transferor may not receive shares of Class C Stock in excess
of the shares transferred by the transferor to such partnership); and

                                            (c)      any   Permitted  Transferee
of such person  referred to in  subparagraph  (a) or (b) above (not in excess of
the number of shares that such  person is  entitled to receive  pursuant to this
subparagraph 6.a(4) of paragraph B of Article V).

                                    (5)     In the   case of a  Class  C  Holder
that is a  corporation  and the  beneficial  owner of the shares  proposed to be
transferred, Permitted Transferees shall include only:

                                            (a)      any   shareholder  of  such
corporation  on the  Effective  Date that is  generally  entitled to vote in the
election of directors of such corporation (a "Voting Shareholder");

                                            (b)      any   shareholder  of  such
corporation on the Effective Date who receives  shares of Class C Stock pro rata
to his stock  ownership  in such  corporation  through a  dividend  or through a
distribution made upon liquidation or reorganization of such corporation;

                                            (c)      any   person   transferring
shares of Class C Stock to such corporation  after the Effective Date (provided,
however,  that such transferor may not receive shares of Class C Stock in excess
of the shares transferred by the transferor to such corporation);

<PAGE>   14


                                            (d)      any  Permitted   Transferee
of such shareholder or person referred to in subparagraph (a), (b), or (c) above
(not in excess  of the  number of  shares  that  such  shareholder  or person is
entitled  to receive  pursuant  to this  subparagraph  6.a(5) of  paragraph B of
Article V);

                                            (e)      the survivor of a merger or
consolidation  of such  corporation  if those  persons  who  owned  beneficially
sufficient  shares  entitled to elect at least a majority of the entire board of
directors of such  constituent  corporation  immediately  prior to the merger or
consolidation  own beneficially  sufficient  shares entitled to elect at least a
majority  of  the  entire  board  of  directors  of the  surviving  corporation;
provided,  however,  that if by reason of any  change in the  ownership  of such
stock  such  surviving  corporation  would  no  longer  qualify  as a  Permitted
Transferee,  all shares of Class C Stock then held by such surviving corporation
shall immediately and automatically,  without further act or deed on the part of
the  corporation or any other person,  be converted into shares of Class A Stock
on a share-for-share  basis, and stock certificates  formerly  representing such
shares of Class C Stock shall  thereupon and thereafter be deemed to represent a
like number of shares of Class A Stock; and

                                            (f)      the  survivor of  a merger,
consolidation  or  liquidation  of such  corporation if such survivor owned more
than fifty percent of the common stock of such corporation and such common stock
represented  more than fifty  percent of the voting power of such  corporation's
common stock.

For  purposes  of  subparagraph  6.a(5) of  paragraph  B of  Article V, a mutual
company  shall be treated  as a  corporation,  and the  persons  holding  voting
interests therein shall be treated as shareholders.

                                    (6)     In the case of a  Class C Holder who
is the  executor or  administrator  of the estate of a deceased  Class C Holder,
guardian or conservator of the estate of disabled or incompetent  Class C Holder
or who is a trustee  of the estate of a bankrupt  or  insolvent  Class C Holder,
Permitted  Transferees  shall  include  only  a  Permitted  Transferee  of  such
deceased, disabled, bankrupt or insolvent Class C Holder.

                                    (7)     In  the  case of a  record  (but not
beneficial)  owner of the Class C Stock as  nominee  for the  person who was the
beneficial  owner thereof on the Effective  Date,  Permitted  Transferees  shall
include only such beneficial owner and a Permitted Transferee of such beneficial
owner.

                           b.       Notwithstanding anything to the contrary set
forth  herein,  any Class C Holder may pledge  such  holder's  shares of Class C
Stock to a pledgee  pursuant to a bona fide pledge of such shares as  collateral
security for  indebtedness  due to the pledgee,  provided that such shares shall
not be  transferred to or registered in the name of the pledgee and shall remain
subject to the provisions of this subparagraph 6 of paragraph B of Article V. In
the event of foreclosure  or other similar  action by the pledgee,  such pledged
shares of Class C Stock may only be transferred to a Permitted Transferee of the
pledgor or converted into shares of Class A Stock, as the pledgee may elect.

<PAGE>   15



                           c.       For  purposes  of  this  subparagraph  6  of
paragraph B of Article V:

                                    (1)      The relationship of any person that
is derived by or through a legal adoption shall be considered a natural one;

                                    (2)      Each  joint   owner  of  shares  of
Class C Stock shall be  considered  a Class C Holder of such shares;

                                    (3)      A minor for whom  shares of Class C
Stock are held pursuant to a Uniform Gifts to Minors Act or similar law shall be
considered a Class C Holder of such shares; and

                                    (4)      Unless  otherwise  specified,   the
term "person" means both natural persons and legal entities.

                           d.       Any purported  transfer of shares of Class C
Stock not permitted hereunder shall result in the conversion of the transferee's
shares of Class C Stock into shares of Class A Stock,  effective  on the date on
which  certificates  representing  such shares are presented for transfer on the
stock transfer record books of the Corporation;  provided,  however, that if the
Corporation should determine that such shares were not so presented for transfer
within  20 days  after  the date of such  sale,  transfer,  assignment  or other
disposition,  the transfer date shall be the actual date of such sale, transfer,
assignment or other disposition, as determined in good faith by the Board or its
appointed  agent.  The  Corporation  may, as a condition  to the transfer or the
registration  of transfer  of shares of Class C Stock to a  purported  Permitted
Transferee, require the furnishing of such affidavits or other proof as it deems
necessary to establish  that such  transferee is a Permitted  Transferee.  If no
indication  to the  contrary is supplied at the time shares of Class C Stock are
presented for transfer,  the transfer shall be presumed by the Corporation to be
a transfer to a person other than a Permitted Transferee.

                  7.       Registration of Class C Stock.

                           a.       Shares  of Class C Stock shall be registered
in the name(s) of the beneficial owner(s) thereof (as hereafter defined) and not
in "street" or "nominee"  names.  For the purposes of  subparagraphs  6 and 7 of
paragraph B of Article V, the term "beneficial owner(s)" of any share of Class C
Stock shall mean the person or persons who possess the power to vote or dispose,
or to direct the voting or disposition,  of such shares and "beneficially owned"
shares shall refer to shares owned by such a beneficial owner.

                           b.       The   Corporation    shall   note   on   the
certificates   representing   the  shares  of  Class  C  Stock  that  there  are
restrictions on transfer and registration of transfer imposed by subparagraphs 6
and 7 of paragraph B of Article V.

                  8.       Priority of Preferred Stock.

         The Class A Stock and the Class C Stock are  subject to all the powers,
rights, privileges,  preferences and priorities of any series of Preferred Stock
as may be stated herein and as shall be

<PAGE>   16


stated and  expressed in any  resolution  or  resolutions  adopted by the Board,
pursuant to authority expressly granted to and vested in it by the provisions of
this Article V.

                  9.       Liquidation, Dissolution or Winding Up.

         In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation,  whether  voluntarily or  involuntarily  (sometimes  referred to as
liquidation),  after  payment or  provision  for  payment of the debts and other
liabilities of the Corporation and the preferential amounts to which the holders
of any  stock  ranking  prior to the  Class A Stock and the Class C Stock in the
distribution  of assets shall be entitled upon  liquidation,  the holders of the
Class A Stock and the Class C Stock  shall be  entitled to share pro rata in the
remaining assets of the Corporation according to their respective interests.

         C.       Preferred Stock.

         Shares of  Preferred  Stock  may be issued  from time to time in one or
more  series.  Shares of  Preferred  Stock that may be  redeemed,  purchased  or
acquired by the Corporation may be reissued except as otherwise provided by law.
The Board is hereby  authorized  to fix or alter the  designations  and  powers,
preferences and relative,  participating,  optional or other rights, if any, and
qualifications,   limitations  or  restrictions  thereof,   including,   without
limitation, the dividend rate (and whether dividends are cumulative), conversion
rights, if any, voting rights, rights and terms of redemption (including sinking
fund provisions,  if any),  redemption price and liquidation  preferences of any
wholly unissued series of Preferred Stock, and the number of shares constituting
any such series and the designation  thereof, or any of them, and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.

Article VI:       Number  of Directors and Limitation of Liability of Directors.

         A.       Number of  Directors.  The  number  of  directors  that  shall
constitute  the whole  Board of the  Corporation  shall be as  specified  in the
Bylaws of the Corporation, as the same may be amended from time to time.

         B.       Limitation of Liability of Directors.  The Corporation  shall,
to the fullest extent permitted by Section 145 of the General Corporation Law of
the State of  Delaware,  as the same may be  amended  and  supplemented,  or any
successor  provision  thereto,  indemnify any and all persons whom it shall have
power to  indemnify  under  said  section  from and  against  any and all of the
expenses, liabilities or other matters referred to in or covered by said section
and, as provided in said section shall advance  expenses,  including  reasonable
attorneys'  fees,  of any and all  such  persons,  and the  indemnification  and
advancement of expenses provided for herein shall not be deemed exclusive of any
other  rights  to which a  person  seeking  indemnification  or  advancement  of
expenses may be entitled under any Bylaw,  agreement,  vote of  stockholders  or
disinterested  directors or otherwise,  both as to action in his or her official
capacity and as to action in another  capacity  while  holding such office,  and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs,

<PAGE>   17



executors,  and administrators of such persons.  To the fullest extent permitted
by Section 102 of the General  Corporation  Law of Delaware,  as the same may be
amended and supplemented,  or any successor provision thereto, a director of the
Corporation   shall  not  be  personally   liable  to  the  Corporation  or  its
stockholders for monetary damages for breach of fiduciary duty as a director.

         C.       Future Amendments.  In addition to the provisions of paragraph
B of Article VI hereof,  if Delaware  law is amended  hereafter  to authorize or
permit corporate  action further limiting or eliminating the personal  liability
of a director to the Corporation or its stockholders, then the liability of each
director  of the  Corporation  shall be  further  limited or  eliminated  to the
fullest extent permitted by any such future amendment of the law of the State of
Delaware.

         D.       Repeal or  Modification.  Any repeal or  modification  of this
Article VI or any provision hereof shall not increase the personal  liability of
any director or the Corporation for any act or occurrence  taking place prior to
such  repeal  or  modification,  or  otherwise  adversely  affect  any  right or
protection of a director of the Corporation  existing at the time of such repeal
or modification.

Article VII:      Meetings.

         Meetings  of  stockholders  may be held  within or without the State of
Delaware,  as the  Bylaws  of the  Corporation  may  provide.  The  books of the
Corporation  may be kept  (subject to any provision of Delaware law) outside the
State of Delaware  at such place or places as may be designed  from time to time
by the Board or in the Bylaws of the  Corporation.  Elections of directors  need
not be by written ballot unless the Bylaws of the Corporation shall so provide.

Article VIII:     Election of Directors.

         A.       Stockholders'  Meeting. The directors who shall take office on
the Effective Date shall serve until the first annual meeting of stockholders at
which directors are elected following the Effective Date. The Directors shall be
elected at the annual meeting of  stockholders,  and each director elected shall
hold office until such  director's  successor  has been  elected and  qualified.
Directors need not be stockholders of the Corporation.

         B.       Directors  Elected by Preferred Stock.  During any period when
the holders of Preferred  Stock or any one or more series  thereof,  voting as a
class,  shall be entitled to elect a specified  number of directors by reason of
dividend arrearages or other contingencies  giving them the right to do so, then
and during  such times as such right  continues  the then  otherwise  authorized
number of directors  shall be increased by such  specified  number of directors,
and the  holders of the  Preferred  Stock or such  series  thereof,  voting as a
class,  shall be entitled to elect the  additional  directors  so provided  for,
pursuant to the  provisions  of such  Preferred  Stock or series;  and each such
additional  director  shall serve until the annual  meeting at which his term of
office shall expire and until his successor  shall be elected and shall qualify,
or until his right to hold such office terminates  pursuant to the provisions of
such Preferred Stock or series,  whichever occurs earlier.  Whenever the holders
of such Preferred Stock or series thereof are divested of such rights to elect a
specified number of directors, voting as a class, pursuant to the

<PAGE>   18


provisions  of such  Preferred  Stock or  series,  the  terms of  office  of all
directors elected by the holders of such Preferred Stock or series,  voting as a
class pursuant to such  provisions,  or elected to fill any vacancies  resulting
from the death, resignation or removal of directors so elected by the holders of
such Preferred  Stock or series,  shall  forthwith  terminate and the authorized
number of directors shall be reduced accordingly.

         C.       Removal.  Subject  to the  rights of any  series of  Preferred
Stock then outstanding,  any director,  or the entire Board, may be removed from
office at any time, by the affirmative  vote of the holders of a majority of the
Voting Stock;  provided,  however,  that if the proposal to remove a director is
made by or on behalf of a Related Person or a director affiliated with a Related
Person, then in addition to the affirmative vote of the holders of a majority of
the Voting Stock such removal shall require the  affirmative  vote of a majority
of the Voting Stock of the Disinterested Shares.

         D.       Notice of  Stockholder  Nominees.  Nominations  of persons for
election to the Board shall be made only at a meeting of  stockholders  and only
(1) by or at  the  direction  of the  Board  or  (2) by any  stockholder  of the
Corporation  entitled to vote for the  election of  directors at the meeting who
complies  with the notice  procedures  set forth in this  paragraph D of Article
VIII.  Such  nominations,  other than those made by or at the  direction  of the
Board,  shall be made  pursuant to timely  notice in writing to the Secretary of
the Corporation.  To be timely, a stockholder's  notice shall be delivered to or
mailed and received at the principal  executive  offices of the  Corporation not
less than thirty  (30) days nor more than sixty (60) days prior to the  meeting;
provided,  however,  that if less than forty (40) days'  notice or prior  public
disclosure of the date of the meeting is given or made to  stockholders,  notice
by the  stockholder to be timely must be so received not later than the close of
business on the tenth day  following the day on which such notice of the date of
the meeting was mailed or such public  disclosure  was made. For purpose of this
paragraph  D of Article  VIII,  any  adjournment(s)  or  postponement(s)  of the
original meeting whereby the meeting will reconvene within thirty (30) days from
the  original  date  shall  be  deemed  for  purposes  of  this  notice  to be a
continuation  of the original  meeting and no  nominations  by a stockholder  of
persons  to be  elected  directors  of the  Corporation  may be made at any such
reconvened  meeting and no nominations by a stockholder of persons to be elected
directors of the Corporation  may be made at any such reconvened  meeting unless
pursuant  to a notice  that was  timely for the  meeting on the date  originally
scheduled. Such stockholder's notice shall set forth: (i) as to each person whom
the stockholder  proposes to nominate for election or re-election as a director,
all  information  relating to such person  that is required to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to the Exchange Act (including such person's  written consent
to being named in the proxy  statement as a nominee and to serving as a director
if elected);  and (ii) as to the stockholder  giving the notice (a) the name and
address, as they appear on the Corporation's books, of such stockholder, and (B)
the class and number of shares of the Corporation that are beneficially owned by
such stockholder.  Notwithstanding the foregoing, nothing in this paragraph D of
Article  VIII shall be  interpreted  or  construed  to require the  inclusion of
information about any such nominee in any proxy statement distributed by, at the
direction of, or on behalf of the Board.  The Chairman of the meeting shall,  if
the facts  warrant,  determine and declare to the meeting that a nomination  was
not made in accordance with the

<PAGE>   19


procedures  prescribed by this  paragraph D of Article VIII, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

Article IX:       Business Combinations.

         A.       Vote  Required for Certain  Business  Combinations.  Except as
otherwise  expressly  provided in  paragraph B of Article IX, in addition to any
affirmative  vote required by law or any other provision of this  Certificate of
Incorporation,  and in  addition  to any  voting  rights  granted  to or held by
holders of  Preferred  Stock,  the  approval or  authorization  of any  Business
Combination  shall require (1) the  affirmative  vote of the holders of not less
than eighty percent (80%) of the Voting Stock (the "80% Voting Requirement") and
(2) the affirmative vote of the holders of a majority of the Voting Stock of the
Disinterested Shares.

         B.       Exceptions.

                  1.       Paragraph A of Article IX shall not be  applicable to
any particular Business Combination, and such Business Combination shall require
only such  affirmative  vote as may be  required  by law,  by any voting  rights
granted to or held by holders of Preferred  Stock and by any other  provision of
this Certificate of Incorporation,  if the Business  Combination shall have been
approved by a majority of the Independent Directors.

                  2.       The 80% Voting  Requirement of paragraph A of Article
IX shall not be  applicable  to any  particular  Business  Combination  in which
stockholders of the  Corporation,  in one or more  transactions,  are to receive
cash, securities or other property in exchange for their shares of capital stock
of the  Corporation,  and such  Business  Combination  shall  require  only such
affirmative  vote as may be required by law, by any voting rights  granted to or
held  by  holders  of  Preferred  Stock  and by any  other  provisions  of  this
Certificate of Incorporation if all of the following conditions are met:

                           a.       The  aggregate  amount of cash plus the Fair
Market Value as of the date of the  consummation of the Business  Combination of
any consideration  other than cash to be received per share by holders of Common
Stock in such Business  Combination shall be at least equal to the higher of the
following:

                                    (1)      the   higher   per   share    price
(including any brokerage  commissions,  transfer  taxes and soliciting  dealers'
fees) paid or agreed to be paid by the  Related  Person for any shares of Common
Stock  acquired by it (A) within the period of eighteen (18) months  immediately
prior to and including the date of the most recent  public  announcement  of the
proposal of the Business  Combination  (the  "Announcement  Date") or (B) in the
transaction or series of transactions in which it became a Related Person; or

                                    (2)      the Fair Market  Value per share of
Common Stock on the Announcement Date or on the date on which the Related Person
became a Related  Person (such latter date is referred to as the  "Determination
Date"), whichever is higher; and

<PAGE>   20


                           b.       The  aggregate  amount  of the cash plus the
Fair Market Value as of the date of the consummation of the Business Combination
of any  consideration  other  than cash to be  received  per share by holders of
shares of any of a  particular  class or series of  outstanding  capital  stock,
other than Common Stock shall be at least equal to the highest of the  following
(it  being  intended  to be met  with  respect  to  every  class  or  series  of
outstanding  capital  stock other than Common  Stock  whether or not the Related
Person has previously  acquired any shares of that particular class or series of
capital stock):

                                    (1)      the   highest   per   share   price
(including any brokerage  commissions,  transfer  taxes and soliciting  dealers'
fees)  paid or agreed to be paid by the  Related  Person  for any shares of such
class or series  of  capital  stock  acquired  by it (A)  within  the  period of
eighteen (18) months immediately prior to and including the Announcement Date or
(B) in the  transaction or series of  transactions  in which it became a Related
Person; or

                                    (2)      the redemption  price of each share
of such class or series, or if such shares have no redemption price, the highest
amount  per share  that such  class or  series  was  entitled  to  receive  upon
liquidation of the Corporation as of the Announcement  Date or the Determination
Date, whichever is higher; or

                                    (3)      the Fair Market  Value per share of
such  class or series on the  Announcement  Date or on the  Determination  Date,
whichever is higher; and

                           c.       The  consideration to be received by holders
of a particular class or series of outstanding capital stock (including, without
limitation,  Common  Stock)  shall be in cash or in the same form as the Related
Person has previously  paid for shares of such class or series of capital stock.
If the  Related  Person  has paid for  shares of any class or series of  capital
stock with varying forms of  consideration,  the form of consideration  for such
class or  series  of  capital  stock  shall be  either  cash or the form used to
acquire  the largest  number of shares of such class or series of capital  stock
previously acquired by the Related Person; and

                           d.       The  Business  Combination  shall  have been
approved by the holders of a majority of the Voting  Stock of the  Disinterested
Shares.

         C.       Determination of Compliance. A majority of the total number of
Independent  Directors shall have the power and duty to determine,  on the basis
of information  known to them after reasonable  inquiry,  all facts necessary to
determine  compliance with this Article IX, including,  without limitation,  (1)
whether a person is a Related Person,  (2) the number of shares of capital stock
Beneficially  Owned by any  person,  (3)  whether  a person is an  Affiliate  or
Associate  of  another,  (4)  whether  the  applicable  conditions  set forth in
subparagraph  2 of  paragraph B of Article IX have been met with  respect to any
Business  Combination,  and (5) whether the proposed  transaction  is a Business
Combination.

Article X:        Indemnification.

         The Corporation  shall indemnify,  in the manner and to the full extent
permitted by law, any person (or the estate of any person) who was or is a party
to, or is threatened to be made a

<PAGE>   21



party to, any  threatened,  pending or  completed  action,  suit or  proceeding,
whether  or not by or in  the  right  of the  Corporation,  and  whether  civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
such person is or was a director, officer or employee of the Corporation,  or is
or was  serving at the  request of the  Corporation  as a  director,  officer or
employee of another  corporation,  partnership,  joint  venture,  trust or other
enterprise.  The Corporation may, to the full extent permitted by law,  purchase
and maintain  insurance on behalf of any such person  against any liability that
may  be  asserted  against  him.  To the  full  extent  permitted  by  law,  the
indemnification  provided herein shall include  expenses  (including  attorneys'
fees),  judgments,  fines and  amounts  paid in  settlement,  and, in the manner
provided by law, any such expenses may be paid by the  Corporation in advance of
the final disposition of such action,  suit or proceeding.  The  indemnification
provided  herein  shall not be deemed to limit the right of the  Corporation  to
indemnify any other person for any such expenses to the full extent permitted by
law,  nor shall it be deemed  exclusive  of any other rights to which any person
seeking   indemnification  from  the  Corporation  may  be  entitled  under  any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.

Article XI:       Stockholder Vote.

         Any election or other action by stockholders of this  Corporation  must
be  effected  at an annual or special  meeting of  stockholders,  and may not be
effected by written consent without a meeting.

Article XII:      Stockholder Proposals at Annual Meetings.

         Business  may  be  properly  brought  before  an  annual  meeting  by a
stockholder only upon the stockholder's  timely notice thereof in writing to the
Secretary  of the  Corporation.  To be timely,  a  stockholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than  thirty (30) days nor more than sixty (60) days prior
to the meeting as originally  schedules;  provided,  however,  that if less than
forty (40) days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure  was made.  For purposes of this Article XII, any  adjournment(s)  or
postponement(s)  of the  original  meeting  whereby the meeting  will  reconvene
within  thirty (30) days from the original  date shall be deemed for purposes of
notice to be a  continuation  of the  original  meeting and no  business  may be
brought before any reconvened meeting unless such timely notice of such business
was given to the  Secretary  of the  Corporation  for the meeting as  originally
scheduled.  A  stockholder's  notice to the Secretary shall set forth as to each
matter the  stockholder  proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting (ii)
the name and record address of the  stockholder  proposing such business,  (iii)
the class and number of shares of the Corporation that are beneficially owned by
the stockholder in such business. Notwithstanding the foregoing, nothing in this
Article  XII shall be  interpreted  or  construed  to require the  inclusion  of
information  about any such proposal in any proxy  statement  distributed by, at
the direction of, or

<PAGE>   22


on behalf of the Board.  The chairman of an annual meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought  before the meeting in  accordance  with the  provisions of this Article
XII, and if he should so  determine,  he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

Article XIII:     Call of Special Meetings.

         Special meetings of the stockholders of the Corporation for any purpose
or  purposes  may be called at any time by the Board,  or by a  majority  of the
members  of the  Board;  provided  however,  that  where  a  proposal  requiring
stockholder  approval  is made by or on behalf of a Related  Person or  director
affiliated  with a Related  Person,  or where a Related Person  otherwise  seeks
action requiring stockholder  approval,  then the affirmative vote of a majority
of the Independent Directors shall also be required to call a special meeting of
stockholders  for the purpose of  considering  such  proposal or obtaining  such
approval. Such special meetings may not be called by any other person or persons
or in any other manner.

Article XIV:      Amendments.

         In addition to any affirmative  vote required by applicable law and any
voting  rights  granted  to or held  by the  holders  of  Preferred  Stock,  any
alteration,  amendment,  repeal or rescission (any "Change") of any provision of
this  Certificate  of  Incorporation  must  be  approved  by a  majority  of the
directors of the Corporation  then in office and by the affirmative  vote of the
holders of a majority of the Voting Interests;  provided,  however,  that if any
such Change  relates to Articles II, V, VI, VIII, IX, X, XI, XII, or XIII hereof
or to this Article XIV, such Change must be approved either (i) by a majority of
the authorized number of directors, and if one or more Related Persons exist, by
a majority of the directors who are  Independent  Directors  with respect to all
Related Persons, or (ii) by the affirmative vote of the holders of not less than
eighty percent (80%) of the Voting Stock and, if the Change is proposed by or on
behalf of a Related Person or a director  affiliated with a Related  Person,  by
the  affirmative  vote of the holders of a majority  of the Voting  Stock of the
Disinterested  Shares.  Subject to the foregoing,  the Corporation  reserves the
right to amend,  alter,  repeal  or  rescind  any  provision  contained  in this
Certificate of Incorporation in the manner now or hereafter prescribed by law.

Article XIV:

         The name and mailing address of the incorporator are as follows:

                         Thomas J. Peters IV
                         One Ravinia Drive
                         Suite 1600
                         Atlanta, Georgia 30346


<PAGE>   23





                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            COX COMMUNICATIONS, INC.


COX  COMMUNICATIONS,  INC., a corporation  organized  and existing  under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"),

DOES HEREBY CERTIFY:

FIRST:  That, by unanimous  written consent in lieu of a meeting of the Board of
Directors of COX COMMUNICATIONS, INC. pursuant to Section 141 (f) of the General
Corporation  Law,  resolutions  were  duly  adopted  setting  forth  a  proposed
amendment to the Certificate of  Incorporation  of said  Corporation,  declaring
said  amendment to be advisable  and  submitting  the proposed  amendment to the
stockholders  of the  Corporation  for  consideration  thereof.  The resolutions
setting forth the proposed amendments are as follows:

         RESOLVED,  that the Certificate of  Incorporation of the Corporation be
amended by changing subsection A of Article V thereof so that, as amended,  said
subsection  A of Article V shall read as follows:  "A.  Authorized  Shares.  The
total  number of shares of all  classes  of capital  stock that the  Corporation
shall have authority to issue is three hundred thirty-five million (335,000,000)
shares of which (i) three hundred thirty million  (330,000,000)  shares of a par
value of $1.00 per share shall be Common  Stock (the "Common  Stock"),  and (ii)
five  million  (5,000,000)  shares of a par  value of $1.00  per share  shall be
Preferred Stock (the "Preferred Stock").  The Common Stock shall be divided into
classes as follows:  three hundred sixteen million (316,000,000) shares of Class
A Common Stock  ("Class A Stock") and fourteen  million  (14,000,000)  shares of
Class C Common Stock ("Class C Stock")";

         FURTHER  RESOLVED,  that the foregoing  amendment to the Certificate of
Incorporation  of  the  Corporation  be  submitted  to the  stockholders  of the
Corporation  for their approval at the next Annual Meeting of  Stockholders  and
that the Board of Directors  recommends that the stockholders of the Corporation
vote in favor of such amendment;

         FURTHER  RESOLVED,  that the foregoing  amendment to the Certificate of
Incorporation of the Corporation, subject to approval by the stockholders of the
Corporation,  shall be  effective  upon the  effective  date of the  filing of a
Certificate of Amendment to the Certificate of Incorporation of the Corporation,
substantially  in the form  attached  hereto as  Exhibit  A,  setting  forth the
foregoing amendment with the Secretary of State of the State of Delaware.

SECOND:  That  said  amendment  was  approved  by  the  requisite  vote  of  the
stockholders  of  the  Corporation at the Annual Meeting of Stockholders of  the
Corporation.

THIRD:  That  said amendment was duly adopted in accordance with the  provisions
of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That  the capital of said Corporation shall not be reduced under or  by
reason of said amendment.


<PAGE>   24



     IN  WITNESS  WHEREOF,  said  COX  COMMUNICATIONS,   INC.  has  caused  this
certificate to be signed by James O. Robbins,  its President and Chief Executive
Officer, and Andrew A. Merdek, its Secretary, this 21st day of April, 1997.


                                        By:/s/  James O. Robbins
                                                James O. Robbins
                                                President and Chief
                                                Executive Officer




ATTEST:/s/  Andrew A. Merdek
            Andrew A. Merdek
            Secretary


<PAGE>   25



                           CERTIFICATE OF DESIGNATIONS
                                       OF
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                            COX COMMUNICATIONS, INC.
                              ---------------------

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware
                              ---------------------

         COX  COMMUNICATIONS,  INC.,  a  corporation  organized  and existing by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"),  does hereby  certify  that the  following  resolution  was duly
adopted by action of the  Executive  Committee  of the Board of Directors of the
Corporation by a unanimous written consent dated September 29, 1998.

         RESOLVED,  that  pursuant  to the  authority  expressly  granted to and
vested in the Executive  Committee of the Board of Directors of the  Corporation
by the provisions of Section C of Article V of the Certificate of  Incorporation
of  the  Corporation,  as  amended  from  time  to  time  (the  "Certificate  of
Incorporation"),  and Section 151(g) of the General Corporation Law of the State
of Delaware,  such Executive Committee of the Board of Directors hereby creates,
from the authorized  shares of Preferred  Stock,  par value $1.00 per share (the
"Preferred Stock"),  of the Corporation  authorized to be issued pursuant to the
Certificate of Incorporation,  a series of Preferred Stock, and hereby fixes the
voting powers, designations,  preferences and relative, participating,  optional
or  other  special  rights,  and  qualifications,  limitations  or  restrictions
thereof, of the shares of such series as follows:

         The series of  Preferred  Stock  hereby  established  shall  consist of
2,418,186  shares,  increased or decreased in accordance  with Section 2 hereof,
designated as "Series A Convertible  Preferred Stock".  The rights,  preferences
and limitations of such series shall be as follows:

         1.        Definitions.   As used herein, the following terms shall have
the indicated meanings:


<PAGE>   26

                  1.1      "Adjustment   Events"   shall   mean   stock   splits
(including   reverse  stock   splits),   stock   dividends,   recapitalizations,
reclassifications  and similar  events  which  affect the number of  outstanding
shares of Class A Common Stock on a pro rata basis.

                  1.2      "Advances" shall mean loans or advances to Merger Sub
from the Corporation or any Affiliate of the Corporation, and all Advances shall
bear interest  which shall be payable by Merger Sub monthly at the Cost of Funds
for the period for which interest is payable with respect to such Advances.

                  1.3      "Affiliate"   shall  mean  any  Person   directly  or
indirectly controlling,  controlled by, or under common control with, the Person
with respect to whom the term "Affiliate" is used.

                  1.4      "Asset Sale" shall mean a sale, conveyance,  transfer
or any other disposition, including without limitation by exchange or merger, of
all or substantially  all of the assets of Merger Sub to any Person which is not
an Affiliate of the Corporation.

                  1.5      "Asset Sale Date" shall have the meaning set forth in
Section 6.3 hereof.

                  1.6      "Average  Closing  Price"  shall  mean the sum of the
Closing  Prices  per  share  of the  Class  A  Common  Stock  for the  last  ten
consecutive  Trading Days immediately  preceding the second Trading Day prior to
the Conversion Date, divided by ten.

                  1.7      "Board  of   Directors"   shall  mean  the  Board  of
Directors of the  Corporation  or, with respect to any action to be taken by the
Board of Directors,  any committee of the Board of Directors duly  authorized to
take such action.

                  1.8      "Break  Even"  shall mean any four  calendar  quarter
period in which cash generated by Merger Sub's operations exceeds the sum of the
aggregate  cash  expenses of Merger Sub for such period,  including  (i) capital
expenditures,  (ii) general and  administrative  expenses,  (iii)  operating and
programming expenses,  (iv) service costs, (v) interest expense,  whether or not
capitalized,  (vi) provision for taxes based on revenue received or accrued, and
(vii) debt service obligations  including dividend  requirements with respect to
the CCLV Preferred,  but excluding  principal  payments on Indebtedness  and the
redemption of the CCLV Preferred.

                  1.9      "Business  Day"  shall  mean  each  Monday,  Tuesday,
Wednesday,  Thursday and Friday which is not a day on which banking institutions
in the City of Atlanta,  Georgia are authorized or obligated by law or executive
order to close.

<PAGE>   27

                  1.10     "CCLV  Preferred"  shall  mean a series of  preferred
stock of Merger Sub  authorized  and designated to (i) be callable by Merger Sub
at any time on or after the fifth  anniversary of the Effective  Time,  (ii) pay
cumulative monthly dividends equal to the Cost of Funds for the period for which
dividends  cumulate  on  such  CCLV  Preferred  and  (iii)  have  a  liquidation
preference over the common stock of Merger Sub equal to $1,000.00 per share.

                  1.11     "Capital  Stock"  shall  mean any and all  shares  of
corporate stock,  partnership interest, units or other interest in the equity of
a Person (however designated and whether  representing rights to vote, rights to
participate  in dividends or  distributions  upon  liquidation or otherwise with
respect  to such  Person,  any  division  or  subsidiary  thereof,  or any joint
venture, partnership, corporation or other entity).

                  1.12     "Certificate"  shall mean the  certificate of the (i)
voting powers,  designations  and  preferences,  (ii)  relative,  participating,
optional or other  special  rights,  and (iii)  qualifications,  limitations  or
restrictions  thereof,  of the  Series  A  Stock  filed  with  respect  to  this
resolution  with the  Secretary  of State of the State of  Delaware  pursuant to
Section 151 of the General Corporation Law of the State of Delaware.

                  1.13     "Change of Control" shall mean a transaction in which
any  "person" or "group" (as such terms are used in Sections  13(d) and 14(d) of
the  Exchange  Act),  other  than  the  Permitted  Holders,  is or  becomes  the
"beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except  that a person  shall be deemed  to have  "beneficial  ownership"  of all
securities  that such  person has the  unconditional  right to  acquire,  either
immediately or within 30 days),  directly or indirectly,  of a percentage of the
total combined voting power of the  outstanding  Voting Stock of the Corporation
representing  a greater  percentage  of the total  combined  voting power of the
outstanding Voting Stock of the Corporation  beneficially owned by the Permitted
Holders in the aggregate  following such transaction,  and a "Change of Control"
shall be deemed to have occurred on the date of the closing of such transaction.

                  1.14     "Class A Common  Stock" shall mean the class of Class
A Common Stock, par value $1.00 per share, of the Corporation  authorized at the
Effective  Time,  or any  other  class  of stock  resulting  from  stock  splits
(including   reverse  stock   splits),   stock   dividends,   recapitalizations,
reclassifications  and similar  events  which  affect the number of  outstanding
shares  of  Class A  Common  Stock on a pro  rata  basis,  and in any such  case
including any shares thereof authorized after the Effective Time,  together with
any associated  rights to purchase other securities of the Corporation which are
at the time of a Conversion  represented by the certificates  representing  such
shares of Class A Common Stock.

<PAGE>   28

                  1.15     "Closing  Price"  shall mean the last  reported  sale
price of the Class A Common Stock  (regular way) as shown on the Composite  Tape
of the NYSE,  or, in case no such sale takes  place on such day,  the average of
the closing bid and asked prices on the NYSE, or, if the Class A Common Stock is
not  listed or  admitted  to  trading  on the NYSE,  on the  principal  national
securities exchange on which such stock is listed or admitted to trading, or, if
it is not listed or admitted to trading on any national securities exchange, the
last reported  sale price of the Class A Common Stock,  or, in case no such sale
takes place on such day,  the average of the  closing bid and asked  prices,  in
either case as reported by NASDAQ.

                  1.16     "Communication  Business"  shall  mean  any  video or
voice  distribution   business  or  any  high  speed  Internet  access  or  data
transmission business,  including,  without limitation,  (i) the distribution to
subscribers of video programming by electronic means,  including providing cable
television  services and distributing video programming by any alternative video
distribution   system,   including  by  single  and  multi-channel   multi-point
distribution service, satellite master antenna distribution and video dial tone,
(ii) the  provision of local  telephone  service and (iii) the  distribution  of
video  programming by electronic  means,  including  providing cable  television
services,  to gaming  establishments  and  resorts,  hotels,  motels and similar
establishments;  provided,  however,  that  "Communication  Business"  shall not
include: (i) the ownership,  operation and management of newspapers,  magazines,
other periodical  print  publications  and related  businesses,  including their
growth, expansion and development; (ii) the ownership,  operation and management
of high speed data networks,  which are primarily related to the distribution of
any  newspaper,  magazine or other  periodical  print  publication by electronic
means,  over the Internet by any high speed Internet  access  service  provider;
(iii)  the  ownership,  operation  and  management  of any  radio or  television
broadcasting  stations or  operations;  and (iv) the  ownership,  operation  and
management  of  radio,   television  or  wireless  communication  towers  or  an
enterprise  that builds  such towers or acquires or manages  sites on which such
towers are placed or located.

                  1.17     "Contribution  Date"  shall  mean the date of any Cox
Contribution.

                  1.18     "Conversion"  shall mean the  conversion  of Series A
Stock  either (i) into Class A Common  Stock in  accordance  with  Section  5.2,
Section 6.1 or Section 6.3, or (ii) into other  consideration in accordance with
Section 6.8.

                  1.19     "Conversion   Date"  for  purposes  of  Section  4.1,
Section 5.2, Section 6.1 and Section 6.3 shall mean the  Contribution  Date, the
date on which the Conversion Notice is

<PAGE>   29

received by the  Corporation,  the  Distribution  Date and the date on which the
definitive  agreement(s)  for an  Asset  Sale is  executed  by the  Corporation,
respectively.

                  1.20     "Conversion  Election"  shall  have the  meaning  set
forth in Section 5.2 hereof.

                  1.21     "Conversion  Notice" shall mean written  notice of an
election to convert shares of Series A Stock into shares of Class A Common Stock
pursuant to Section 5 hereof which is signed by holders  representing at least a
majority of the shares of Series A Stock then outstanding.

                  1.22     "Conversion  Percentage"  shall have the  meaning set
forth in Section 7 hereof.

                  1.23     "Conversion  Value"  shall have the meaning set forth
in Section 5.3 hereof.

                  1.24     "Converting Shares" shall have the meanings set forth
in Section 5.2, Section 6.1 and Section 6.3 hereof, as applicable.

                  1.25     "Corporation" shall mean Cox Communications,  Inc., a
Delaware  corporation,  and any of its successors by operation of law, including
by merger or consolidation.

                  1.26     "Cost  of  Funds"  shall  mean the  weighted  average
interest  rate charged to the  Corporation  during a  particular  period or at a
particular time under the credit  facilities and agreements set forth on Exhibit
A hereto, including deferrals, renewals, extensions, restatements, replacements,
restructurings,  refinancings or refundings thereof or amendments, modifications
or supplements thereto.

                  1.27     "Cox Affiliate" shall mean each of Anne Cox Chambers,
Barbara Cox Anthony,  Margaretta  Johnson Taylor,  Katharine  Rayner,  James Cox
Chambers,  James C. Kennedy,  Blair D.  Parry-Okeden  and any of their  spouses,
descendants (including adopted persons) and any trust for the primary benefit of
any of the foregoing individuals  (including,  without limitation,  the Anne Cox
Chambers Atlanta Trust, the Barbara Cox Anthony Atlanta Trust and the Dayton Cox
Trust),  the estate of any of the  foregoing  individuals,  or any  corporation,
partnership,  limited liability company or any other entity more than 50 percent
of the  total  combined  voting  power in which  and at least  one-third  of the
Capital Stock in which is owned by one or more of the foregoing Persons.

<PAGE>   30

                  1.28     "Cox  Contribution"  shall have the meaning set forth
in Section 4.1 hereof;  provided,  however, "Cox Contribution" shall not include
any  Advances  or the  purchase  price  paid to  Merger  Sub for  shares of CCLV
Preferred.

                  1.29     "Distribution"  and "Distribution  Notice" shall have
the meaning set forth in Section 6.1 hereof.

                  1.30     "Distribution  Date"  shall  mean  the  date  of  any
Distribution.

                  1.31     "Effective   Time"  shall  mean  12:01  A.M.  Eastern
Standard Time, October 1, 1998.

                  1.32     "Electing  Holder" and  "Election  Notice" shall have
the meanings set forth in Section 4.2 hereof.

                  1.33     "Exchange Act" shall mean the Securities and Exchange
Act of 1934, as amended.

                  1.34     "Fair Market Value of Merger Sub" for purposes of any
Conversion, Cox Contribution or Distribution, as the case may be, shall mean the
cash price at which a willing  seller  would sell and a willing  buyer would buy
all of the  Capital  Stock of Merger Sub as a going  concern,  both  having full
knowledge of all relevant facts, including,  without limitation, the Liabilities
of Merger Sub, and being under no  compulsion to buy or sell, in an arm's length
transaction  without time constraints as determined in accordance with Section 8
as of the month ended immediately prior to the Conversion Date, the Contribution
Date, or the Distribution Date, as the case may be.

                  1.35     "First  Offer   Agreement"   means  the  First  Offer
Agreement,  dated as of October 1, 1998,  by and between the  Corporation,  G.C.
Investments  and Barbara J.  Greenspun,  as Trustee of the Unified  Credit Trust
created under a Declaration of Trust dated December 6, 1988.

                  1.36     "GAAP"  shall  mean  generally  accepted   accounting
principles as in effect from time to time.

                  1.37     "Greenspun  Affiliate" shall mean Brian L. Greenspun,
Barbara  Greenspun,  Daniel  Greenspun,  Susan  Fine,  Janie  Gale,  Barbara  J.
Greenspun, as Trustee of the Unified Credit Trust created under a Declaration of
Trust dated December 6, 1988, G.C.

<PAGE>   31

Investments,  a Limited Liability  Company,  any of their spouses or descendants
(including adopted persons) of any of the foregoing  individuals,  any trust for
the primary  benefit of any of the foregoing  individuals,  the estate of any of
the foregoing individuals,  or any corporation,  partnership,  limited liability
company or any other  entity more than 50 percent of the total  combined  voting
power in which and at least  one-third of the Capital Stock in which is owned by
one or more of the foregoing Persons.

                  1.38     "Indebtedness"    shall    mean    money    borrowed,
indebtedness  represented  by notes  payable  and drafts  accepted  representing
extensions of credit, all obligations evidenced by bonds,  debentures,  notes or
other similar  instruments and all indebtedness  upon which interest charges are
customarily paid.

                  1.39     "Junior  Stock" shall mean the Class A Common  Stock,
the Class C Common Stock,  par value $1.00 per share, of the Corporation and the
shares of any other class or series of Capital Stock of the  Corporation  which,
by the terms of the Certificate of  Incorporation  or of the instrument by which
the Board of Directors,  acting pursuant to authority granted in the Certificate
of  Incorporation,  shall fix the relative  rights,  preferences and limitations
thereof,  is  designated as junior to the Series A Stock in respect of the right
to participate in any distribution of assets other than by way of dividends.

                  1.40     "Liabilities"  shall  mean (i)  Indebtedness  and all
other  liabilities  (actual or  contingent)  of Merger Sub classified as such by
GAAP, (ii) the aggregate  liquidation  value of and the sum of any cumulated and
accrued and unpaid  dividends on all outstanding  shares of CCLV Preferred,  and
(iii) any other  liability  or  obligation  of Merger Sub that would  affect the
value of Merger Sub.

                  1.41     "Liquidation  Value" shall have the meaning set forth
in Section 11.1 hereof.

                  1.42     "Merger  Agreement" shall mean the Agreement and Plan
of Merger,  dated as of May 4, 1998, by and among the  Corporation,  Merger Sub,
Prime South Diversified, Inc. ("PSD") and certain of the shareholders of PSD, as
the same may be amended from time to time.

                  1.43     "Merger Sub" shall mean Cox Communications Las Vegas,
Inc.,  a  Delaware  corporation  and the  surviving  corporation  in the  merger
transaction  contemplated in the Merger  Agreement,  and all of its consolidated
subsidiaries, if any.

<PAGE>   32

                  1.44     "NASDAQ"  shall  mean  the  National  Association  of
Securities Dealers Automated Quotation System.

                  1.45     "Non-Electing  Holder"  shall  have the  meaning  set
forth in Section 4.2 hereof.

                  1.46     "NYSE" shall  mean  the New York Stock Exchange, Inc.

                  1.47     "Operating  Assets" shall mean (i) licenses,  permits
and other authorizations issued by the Federal  Communications  Commission,  the
Federal  Aviation   Administration,   or  any  other  federal,  state  or  local
governmental  authority and held in connection  with the conduct of the business
or operation of any cable  television  system,  including,  without  limitation,
initial  authorizations,  and  amendments  and  renewals  thereof,  whether such
authorizations  are designated as franchises,  permits,  licenses,  resolutions,
contracts,  certificates,  agreements or  otherwise,  (ii) pole  attachment  and
conduit agreements,  retransmission consent agreements, leases, non-governmental
licenses,  employment  agreements,  subscriber  agreements and other agreements,
including any amendments and other  modifications  thereto,  which relate to the
business or operation of any cable television system, (iii) plant, machinery and
equipment  which relate to the  business or  operation  of any cable  television
system,  (iv) buildings and other  improvements  thereon used or held for use in
connection with the business or operation of any cable  television  system,  and
(v)  interests  in any real  property,  including  fee estates,  leaseholds  and
subleaseholds,  purchase options,  licenses,  easements,  rights to access,  and
rights of way; provided,  however, that "Operating Assets" shall not include (i)
cash,  short-term  deposits or other marketable  securities,  and (ii) any other
assets not used or held for use in connection  with the business or operation of
the cable television  systems or any other line of business owned or operated by
Merger Sub.

                  1.48     "Permitted   Holders"  shall  mean  any  of  (i)  Cox
Enterprises,  Inc., (ii) any subsidiary or Affiliate of Cox  Enterprises,  Inc.,
(iii) any Cox  Affiliate,  and (iv) any  Affiliate  of any Person  described  in
clauses (i)-(iii) of this definition.

                  1.49     "Person"  shall  mean  an  individual,   corporation,
partnership,  limited  liability  company,  joint venture,  association,  trust,
unincorporated organization or other entity.

                  1.50     "Preemptive  Consideration"  and  "Preemptive  Right"
shall have the meanings set forth in Section 4.1 hereof.

<PAGE>   33

                  1.51     "Preemptive  Right  Holder"  shall  mean  any  Person
holding  the  investment  power (as such term is defined in Rule 13d-3 under the
Exchange Act) with respect to Series A Stock which is a Greenspun Affiliate.

                  1.52     "Qualified  Appraiser"  shall  have the  meaning  set
forth in Section 8 hereof.

                  1.53     "Redemption  Price"  shall have the meaning set forth
in Section 9.2 hereof.

                  1.54     "Requisite  Holders" shall have the meaning set forth
in Section 8 hereof.

                  1.55     "Series A Stock"  and "this  Series"  shall  mean the
series of Preferred  Stock of the  Corporation  authorized and designated as the
Series A Convertible  Preferred Stock,  including any shares thereof  authorized
and designated after the Effective Time.

                  1.56     "Trading  Day"  shall  mean,  so long as the  Class A
Common  Stock is listed or admitted  to trading on the NYSE,  a day on which the
NYSE is open for the transaction of business, or, if the Class A Common Stock is
not listed or  admitted  to trading  on the NYSE,  a day on which the  principal
national securities exchange on which the Class A Common Stock is listed is open
for the  transaction  of  business,  or, if the  Class A Common  Stock is not so
listed or admitted for trading on any  national  securities  exchange,  a day on
which the  National  Market  System of  NASDAQ  is open for the  transaction  of
business.

                  1.57     "Triggering  Event"  shall have the meaning set forth
in Section 5.1 hereof.

                  1.58     "Voting  Stock"  shall  mean,  with  respect  to  any
Person,  the Capital Stock of any class or kind having the power to vote for the
election of directors,  managers or other members of the governing  body of such
Person.

         2.       Series A Stock Issued and Outstanding.

                  2.1      As of the  Effective  Time there  shall be  2,418,186
shares of Series A Stock issued and outstanding.

                  2.2      Upon the  occurrence  of any  Adjustment  Event,  the
number of issued and outstanding  shares of Series A Stock shall be increased or
decreased  on an equal per share  basis with the  increase  or  decrease  in the
number of shares of Class A Common Stock as a result of such  Adjustment  Event.
Within 15 Business  Days of an  Adjustment  Event,  the  Corporation  shall give
written  notice  to the  holders  of  Series  A Stock  as to the  effect  of the
Adjustment Event on

<PAGE>   34

the number of issued and outstanding shares of Series A Stock. The provisions of
this Section 2.2 shall apply to any successive Adjustment Events.

         3.       Dividends. Dividends on the Series A Stock shall accrue to the
extent,  but only to the extent,  that  dividends  are  declared by the Board of
Directors  on the Series A Stock.  In the event  such  dividends  are  declared,
dividends  on Series A Stock  shall be payable  out of funds  legally  available
therefor,  and the amount  payable to each holder of Series A Stock of record on
any dividend payment date shall be rounded to the nearest cent.

         4.       Preemptive Rights.

                  4.1      If  at  any  time  after  the   Effective   Time  the
Corporation or any of its Affiliates proposes to make a capital  contribution to
Merger Sub  through any direct or indirect  transfer,  in cash or other  assets,
regardless   of  whether   additional   shares  of  Merger  Sub  are  issued  as
consideration  therefor (a "Cox  Contribution"),  each  Preemptive  Right Holder
shall  have the right to  purchase  additional  shares  of  Series A Stock  (the
"Preemptive   Right")  for  an  aggregate   purchase   price  (the   "Preemptive
Consideration")  equal to the product of (i) the Conversion Percentage in effect
immediately prior to the Contribution  Date,  multiplied by (ii) the quotient of
(x) the number of shares of Series A Stock held by such Preemptive  Right Holder
immediately  prior to the  Contribution  Date divided by (y) the total number of
shares of Series A Stock outstanding immediately prior to the Contribution Date,
multiplied  by (iii) the quotient of (x) the fair value of the Cox  Contribution
(net of any associated  liabilities) divided by one (1) minus the product of (A)
the Conversion  Percentage in effect immediately prior to the Contribution Date,
multiplied  by (B) the  quotient  of (x) the  number of shares of Series A Stock
held by all Preemptive Right Holders  immediately prior to the Contribution Date
divided  by (y) the  total  number  of  shares  of  Series  A Stock  outstanding
immediately  prior to the Contribution  Date. The provisions of this Section 4.1
shall apply to any successive Cox Contributions,  unless or until the Preemptive
Right terminates in accordance with Section 4.3 hereof.

                  4.2      The Corporation shall send a notice of a proposed Cox
Contribution at least twenty Business Days prior to the Contribution Date to the
Preemptive  Right  Holders,  and the  Preemptive  Right Holders shall notify the
Corporation  within fifteen  Business Days prior to such  Contribution  Date (an
"Election  Notice") of their intention to exercise their  Preemptive  Right (the
"Electing  Holders").  If any Preemptive Right Holder fails to timely deliver an
Election Notice to the Corporation (the "Non-Electing Holders"), the Corporation
shall  notify all Electing  Holders of such  failure at least ten Business  Days
prior to the Contribution Date, and the Electing Holders shall have the right to
exercise the Preemptive Right of the Non-Electing

<PAGE>   35

Holders on a pro rata basis or as otherwise  agreed by such Electing  Holders by
notifying the Corporation at least five Business Days prior to the  Contribution
Date. The purchase price per share of Series A Stock paid in connection with the
exercise of any Preemptive Right shall be $44.275.  Electing Holders may pay all
or a  portion  of  the  Preemptive  Consideration  through  the  payment  to the
Corporation of cash or by transferring  to the Corporation  Class A Common Stock
valued at the Average Closing Price on the Contribution Date.

                  4.3      Failure  of  a  Preemptive  Right  Holder  to  timely
deliver an  Election  Notice or failure  of an  Electing  Holder to pay the full
Preemptive  Consideration of such Electing Holder in immediately available funds
or by delivery of the certificate or  certificates  for shares of Class A Common
Stock on the Contribution Date shall constitute a waiver of the Preemptive Right
with  respect  to such Cox  Contribution  by such  Preemptive  Right  Holder  or
Electing  Holder.  The  Preemptive  Right as set  forth in this  Section 4 shall
automatically  terminate  as of such time  that the  Conversion  Percentage,  as
adjusted in accordance with Section 7 hereof, attributable to the Series A Stock
held by the Preemptive Right Holders is 0%.

                  4.4      The fair value of any Cox Contribution  consisting of
cash shall be the amount of such  cash.  The fair value of any Cox  Contribution
consisting of tangible or intangible assets (net of any associated  liabilities)
shall be  determined  by the  agreement  of the  Corporation  and the  Requisite
Holders or by the Qualified  Appraiser(s) in connection with a determination  of
Fair Market Value of Merger Sub pursuant to Section 8 in accordance with Section
8, and such  determination  shall be final and conclusive on the Corporation and
the holders of Series A Stock.

         5.       Optional Conversion.

                  5.1      Holders of Series A Stock  shall  have no  Conversion
rights  prior  to the  earliest  of (i) a Change  of  Control,  (ii)  the  fifth
anniversary  of the Effective  Time, or (iii)  delivery of a Liquidation  Notice
(each a "Triggering Event").

                  5.2      On or after the occurrence of a Triggering Event, the
holders of a majority of the shares of Series A Stock then outstanding may elect
(a  "Conversion  Election")  to  convert  shares of Series A Stock  ("Converting
Shares")  into such  number of fully  paid and  nonassessable  shares of Class A
Common  Stock as is  determined  by dividing  (i) the  Conversion  Value of such
Converting  Shares  determined  as of the  Conversion  Date by (ii) the  Average
Closing Price; provided,  however, that in the event of a Conversion pursuant to
this Section 5.2 during the period  described  in the first  sentence of Section
6.3, the Conversion Value of the Converting Shares and the Average Closing Price
shall be determined in accordance with Section 6.3. The

<PAGE>   36

holders  of  Series A Stock  shall  be  entitled  to a total  of two  Conversion
Elections,  and the  Converting  Shares to which the first  Conversion  Election
applies  shall be those shares of Series A Stock  designated  in the  Conversion
Notice held by the holders  delivering the Conversion  Notice and shall equal at
least 25% of the shares of Series A Stock  outstanding on the  Conversion  Date,
and the Converting Shares to which the second Conversion  Election applies shall
comprise all, but not less than all, of the shares of Series A Stock outstanding
on the Conversion Date. The second Conversion Election shall be binding upon all
holders  of the  Series  A  Stock,  whether  or not  such  holders  execute  the
Conversion Notice applicable thereto.  In the event of dissolution,  liquidation
or winding up of the Corporation or the redemption of Series A Stock,  the right
to  convert  shall  terminate  at the  close of  business  on the last  full day
preceding  the date  fixed  for the  payment  of any  amounts  distributable  on
dissolution,  liquidation  or winding up or payable on redemption to the holders
of Series A Stock.

                  5.3      The Conversion Value of the Converting Shares covered
by a Conversion  Notice (or  pursuant to a  determination  under  Section 6.1 or
pursuant to the  application of the second sentence of Section 6.3) shall be the
product  of (i) the Fair  Market  Value of Merger Sub  immediately  prior to the
Conversion Date, multiplied by (ii) the Conversion Percentage  immediately prior
to the  Conversion  Date,  multiplied  by the  quotient  of (x)  the  number  of
Converting Shares to be converted under such Conversion Notice (or pursuant to a
determination  under  Section 6.1 or pursuant to the  application  of the second
sentence of Section  6.3)  divided by (y) the total number of shares of Series A
Stock outstanding immediately prior to such Conversion Date.

                  5.4      Upon  Conversion,  each holder of  Converting  Shares
shall be entitled to receive  that number of shares of Class A Common Stock that
bears the same ratio to the  number of such  holder's  Converting  Shares as the
aggregate  number of shares of Class A Common  Stock into  which all  Converting
Shares are  convertible  (as  determined  pursuant to Section  5.2) bears to the
total number of Converting  Shares. The Corporation shall not be required to, in
connection  with any Conversion of shares of this Series,  issue a fraction of a
share of Class A Common  Stock,  and the  Corporation  shall make a cash payment
(rounded to the nearest cent) equal to such  fraction  multiplied by the Average
Closing Price.

                  5.5      (a)      In  the  event  of  an  election  to convert
pursuant to Section 5.2 above,  holders of Converting Shares shall surrender the
certificate  or  certificates  for such  Converting  Shares at the office of the
transfer agent or agents therefor (or at such other place as the Corporation may
designate by notice to the holders of shares of this Series) during regular

<PAGE>   37

business hours,  duly endorsed to the Corporation or in blank, or accompanied by
instruments of transfer to the Corporation or in blank, or in form  satisfactory
to the Corporation.

                           (b)      If  any  such  certificate  or  certificates
shall  have been  lost,  stolen  or  destroyed,  the  holder  shall,  in lieu of
delivering such  certificate or  certificates,  deliver to the transfer agent or
agents  therefor (or such other place as the Corporation may designate by notice
to the holders of shares of this Series) an  indemnification  agreement and bond
satisfactory  to the  Corporation  (provided,  however,  that  in the  case of a
Greenspun  Affiliate no bond shall be required).  The Corporation shall, as soon
as  practicable  after all the  following  events  shall have  occurred  (i) the
receipt of the  Conversion  Notice,  (ii) the  deposit of  certificates  for the
Converting  Shares or delivery  of the  indemnification  agreement  and bond (if
required),  (iii) the  determination  of the Fair Market Value of Merger Sub and
(iv) the application of Section 5.2 hereof,  issue and deliver at such office to
the holder for whose account such Converting Shares were surrendered,  or to his
nominee,  certificates representing the number of shares of Class A Common Stock
and the cash, if any, to which such holder is entitled upon such Conversion.

                           (c)      Conversion shall be deemed to have been made
as of the  Conversion  Date;  and the Person(s)  entitled to receive the Class A
Common Stock issuable upon such Conversion  shall be treated for all purposes as
the record holder of such Class A Common Stock on such date; provided,  however,
that any Converting  Shares of Series A Stock  represented by  certificates  not
surrendered  or for which an  indemnification  agreement  and bond have not been
delivered shall not be entitled to any dividends or distributions payable on the
Class A  Common  Stock  after  such  Conversion  Date,  unless  and  until  such
certificates  are  surrendered  or an  indemnification  agreement  and  bond (if
required)   have  been   delivered,   at  which  time  all  such  dividends  and
distributions shall be paid.

                           (d)      On the  Conversion  Date,  all  rights  with
respect to the Converting Shares shall terminate, including, without limitation,
the liquidation  rights  provided in Section 11 hereof,  except for the right to
receive  shares  of Class A Common  Stock  upon  Conversion  of such  Converting
Shares,  and all certificates for Converting Shares shall be deemed to have been
retired and canceled and the Converting  Shares  represented  thereby  converted
into  Class A Common  Stock for all  purposes,  except as  provided  in  Section
5.5(c), as of the Conversion Date.

         6.       Mandatory Conversion.

                  6.1      If at any time after the Effective  Time,  Merger Sub
makes a  distribution  of cash or other assets with respect to the Capital Stock
of Merger Sub, including, without

<PAGE>   38

limitation,  a dividend or redemption,  but excluding any dividend or redemption
with respect to the CCLV  Preferred,  regardless of whether shares of Merger Sub
are purchased or canceled (each a "Distribution"),  a number of shares of Series
A Stock ("Converting Shares") shall be converted in accordance with this Section
6.1. The number of  Converting  Shares  pursuant to this Section 6.1 shall equal
the  product  of (i) the  number of shares  of Series A Stock  then  outstanding
multiplied by (ii) the quotient of the fair value of the Distribution divided by
the Fair Market Value of Merger Sub immediately prior to the Distribution  Date.
Upon such Distribution,  the Converting Shares shall be automatically  converted
into such number of fully paid and nonassessable  shares of Class A Common Stock
as is determined by dividing (i) the Conversion Value of such Converting  Shares
determined as of the  Distribution  Date by (ii) the Average  Closing Price.  No
later than the fifth Business Day after the  Distribution  Date, the Corporation
shall  send a notice of the  Distribution  to  holders  of  Series A Stock  (the
"Distribution  Notice").  The number of shares of Series A Stock to be converted
pursuant to this Section 6.1 shall be converted by the holders  thereof on a pro
rata basis or as otherwise agreed by such holders.  Conversions pursuant to this
Section  6.1 shall not affect the number of  Conversion  Elections  set forth in
Section 5.2 hereof.

                  6.2      The fair value of any Distribution consisting of cash
shall be the amount of such cash. The fair value of any Distribution  consisting
of tangible or  intangible  assets shall be  determined  by the agreement of the
Corporation  and the  Requisite  Holders  or by the  Qualified  Appraiser(s)  in
connection with a determination  of the Fair Market Value of Merger Sub pursuant
to Section 8 in accordance with Section 8 and such determination  shall be final
and conclusive on the Corporation and the holders of Series A Stock.

                  6.3      From  the  date  of  the   execution  of   definitive
agreements(s)  relating  to an Asset Sale  until the  closing of such Asset Sale
(the "Asset Sale Date") or the termination of such definitive  agreement(s),  in
the event of a Conversion  pursuant to Section 5.2, the Converting  Shares shall
be converted into such number of fully paid and nonassessable  shares of Class A
Common Stock as is determined by dividing (i) the Conversion  Value in effect on
the date of  execution  of such  definitive  agreements(s)  by (ii) the  Average
Closing  Price.  Immediately  upon an Asset Sale Date, all of the Series A Stock
then outstanding (the "Converting Shares") shall be automatically converted into
such number of fully paid and nonassessable shares of Class A Common Stock as is
determined  by  dividing  (i) the  Conversion  Value  in  effect  on the date of
executing  definitive  agreement(s)  with  respect to the Asset Sale by (ii) the
Average  Closing Price. No later than the fifth Business Day after the execution
of the definitive  agreement(s)  with respect to the Asset Sale, the Corporation
shall send notice of such execution to holders of

<PAGE>   39

Series A Stock.  No later than the fifth Business Day after the Asset Sale Date,
the  Corporation  shall  send a notice of the Asset  Sale to holders of Series A
Stock (the "Asset Sale Notice").

                  6.4      Subsequent to receipt of the Asset Sale Notice or the
Distribution  Notice,  as the case may be,  holders of  Converting  Shares shall
surrender the  certificate or  certificates  for such  Converting  Shares at the
office of the transfer  agent or agents  therefor (or at such other place as the
Corporation  may  designate  by notice to the holders of shares of this  Series)
during regular business hours,  duly endorsed to the Corporation or in blank, or
accompanied  by instruments  of transfer to the  Corporation or in blank,  or in
form  satisfactory to the  Corporation.  If any such certificate or certificates
shall  have been  lost,  stolen  or  destroyed,  the  holder  shall,  in lieu of
delivering such  certificate or  certificates,  deliver to the transfer agent or
agents  therefor  (or such other  place as the  Corporation  may  designate)  an
indemnification  agreement and bond  satisfactory to the Corporation  (provided,
however,  that in the case of a Greenspun  Affiliate no bond shall be required).
The Corporation  shall, as soon as practicable after all of the following events
shall have  occurred  (i) the date of the Asset Sale Notice or the  Distribution
Notice,  as the case may be, (ii) the deposit of certificates for the Converting
Shares or  delivery of the  indemnification  agreement  and bond (if  required),
(iii) the  determination  of the Fair  Market  Value of Merger  Sub and (iv) the
application  of Section  6.1 or Section  6.3  hereof,  issue and deliver at such
office to the holder for whose account such Converting  Shares were surrendered,
or to his  nominee,  certificates  representing  the number of shares of Class A
Common  Stock and the cash,  if any, to which such holder is entitled  upon such
Conversion.

                  6.5      Upon Conversion,  each holder of Series A Stock shall
be entitled to receive  that number of shares of Class A Common Stock that bears
the  same  ratio  to the  number  of such  holder's  Converting  Shares,  as the
aggregate  number of shares of Class A Common  Stock into  which all  Converting
Shares are convertible (as determined pursuant to Section 6.1 or Section 6.3, as
the case may be) bears to the total number of  Converting  Shares  applicable to
such Asset Sale Date or  Distribution  Date, as the case may be. The Corporation
shall not be required to, in  connection  with any  Conversion of shares of this
Series, issue a fraction of a share of Class A Common Stock, and the Corporation
shall make a cash payment  (rounded to the nearest  cent) equal to such fraction
multiplied by the Average Closing Price.

                  6.6      Conversion  shall be  deemed  to have been made as of
the  Asset  Sale  Date or the  Distribution  Date,  as the case may be;  and the
Person(s)  entitled  to  receive  the Class A Common  Stock  issuable  upon such
Conversion  shall be treated for all purposes as the record holder of such Class
A Common  Stock on such date;  provided,  however,  that any  Converting  Shares
represented by  certificates  not  surrendered  or for which an  indemnification
agreement and

<PAGE>   40

bond  have  not  been  delivered  shall  not be  entitled  to any  dividends  or
distributions  payable after such Asset Sale Date or  Distribution  Date, as the
case may be, on the Class A Common Stock, unless and until such certificates are
surrendered  or an  indemnification  agreement and bond (if required)  have been
delivered, at which time all such dividends and distributions shall be paid.

                  6.7      On the Asset Sale Date or the  Distribution  Date, as
the  case may be,  all  rights  with  respect  to the  Converting  Shares  shall
terminate,  including,  without  limitation,  the liquidation rights provided in
Section  11 hereof,  except  for the right to  receive  shares of Class A Common
Stock upon  Conversion  of such  Converting  Shares,  and all  certificates  for
Converting  Shares  shall be deemed to have been  retired and  canceled  and the
Converting  Shares  represented  thereby converted into Class A Common Stock for
all  purposes,  except as provided in Section  6.6, as of the Asset Sale Date or
the Distribution Date, as the case may be.

                  6.8      In the event that on or after the Effective Time, (a)
any  consolidation  or merger to which the Corporation is a party,  except for a
merger or  consolidation in which the Corporation is the surviving or continuing
corporation  and which  does not  result in any  reclassification  of, or change
(other  than a change in par value or from par  value to no par  value,  or as a
result of a subdivision or combination) in, outstanding shares of Class A Common
Stock,  (b) any sale or conveyance of all or  substantially  all of the property
and assets of the Corporation or (c) any transaction in which holders of Class A
Common Stock receive consideration in exchange for such shares of Class A Common
Stock and which causes either the termination of the registration of the Class A
Common Stock under the Exchange Act or the  termination of the public trading of
the Class A Common  Stock,  then lawful  provision  shall be made as part of the
terms of such  transaction  whereby  each share of Series A Stock shall upon the
consummation of such  transaction be converted into or be exchanged for the kind
and amount of shares of stock or other  securities,  property and amount of cash
receivable upon such consolidation,  merger, sale,  conveyance or transaction in
an amount equal to the amount receivable with respect to the number of shares of
Class A Common Stock  issuable upon  Conversion of such shares of Series A Stock
as of the date of consummation of such transaction. For purposes of this Section
6.8,  the term  "Corporation"  shall  refer to the  Corporation  (as  defined in
Section 1.25) as  constituted  immediately  prior to the merger,  consolidation,
sale, conveyance or transaction referred to in this Section 6.8.

         7.       Conversion Percentage.

                  7.1      The  Conversion   Percentage  shall  be  20%  at  the
Effective  Time  and  shall  thereafter  be  determined  from  time  to  time in
accordance with this Section 7.

<PAGE>   41

                  7.2      In the event of a Cox  Contribution,  the  Conversion
Percentage  immediately  after  such  Cox  Contribution  shall  be  equal to the
quotient  (expressed as a  percentage)  of (i) the sum of (A) the product of (i)
the Fair Market Value of Merger Sub immediately  prior to the Contribution  Date
and (ii) the Conversion  Percentage  immediately  prior to the Contribution Date
and (B) the Preemptive  Consideration paid by Electing Holders,  divided by (ii)
the sum of (A) the Fair  Market  Value of Merger Sub  immediately  prior to such
Contribution  Date,  (B) the fair value of the Cox  Contribution  determined  in
accordance with Section 4.4, and (C) the Preemptive Consideration.

                  7.3      In the event that, pursuant to Section 5.2, shares of
this Series A Stock are  converted  pursuant to a first  Conversion  Notice that
does not apply to all of the  outstanding  shares of Series A Stock  outstanding
immediately  prior to the Conversion  Date  applicable to such first  Conversion
Notice, the Conversion  Percentage  immediately after such Conversion Date shall
be equal to the product of (i) the Conversion  Percentage  immediately  prior to
such  Conversion  Date,  multiplied  by (ii) the  quotient  of (a) the number of
shares of Series A Stock  outstanding  immediately  after such  Conversion  Date
divided  by (b) the number of shares of Series A Stock  outstanding  immediately
prior to such Conversion Date.

                  7.4      The Conversion  Percentage shall not be adjusted as a
result of a Distribution and Conversion pursuant to Section 6.1.

                  7.5      Within  15  Business  Days of any  adjustment  to the
Conversion  Percentage  pursuant to this Section 7, the Corporation shall send a
notice of the new Conversion Percentage to the holders of Series A Stock.

         8.       Fair Market Value of Merger Sub.

                  8.1      This  Section 8 shall be complied  with to  determine
the Fair Market Value of Merger Sub for purposes hereof; provided, however, that
in connection  with an Asset Sale,  the Fair Market Value of Merger Sub shall be
the price at which  such  Asset  Sale shall  occur  pursuant  to the  definitive
agreement(s) for such Asset Sale plus the value of any assets retained by Merger
Sub following such Asset Sale. The Corporation  and the Requisite  Holders shall
negotiate  in good faith to  determine  the Fair Market Value of Merger Sub. The
term  "Requisite  Holders"  shall  mean  (i)  in the  case  of a  Conversion  in
accordance  with Section 5.2,  holders of a majority of the  Converting  Shares,
(ii) in the case of a Cox  Contribution  in accordance  with Section 4, Electing
Holders  holding a majority of the Series A Stock held by all  Electing  Holders
(or, if there are no Electing Holders, the holders of a majority of the Series A
Stock then

<PAGE>   42

outstanding),  and (iii) in all other  cases,  holder(s)  of a  majority  of the
shares of Series A Stock then outstanding.  If the Corporation and the Requisite
Holders  cannot  agree upon the Fair  Market  Value of Merger Sub within 30 days
after the Conversion Date, then either the Corporation or the Requisite  Holders
may  elect  to have  the  Fair  Market  Value of  Merger  Sub  determined  by an
independent  investment bank, accounting firm, appraisal firm or consulting firm
which is  experienced in the cable  television  industry and in the valuation of
cable television and other media assets (a "Qualified  Appraiser") in accordance
with the  provisions of this Section 8 by giving  written  notice (an "Appraisal
Notice") to the other party (the "Non-Electing Party"). Within ten Business Days
of receipt of the Appraisal  Notice by the  Non-Electing  Party, the Corporation
and the Requisite Holders will attempt to agree on one Qualified  Appraiser.  If
the  Corporation  and  the  Requisite  Holders  cannot  agree  on one  Qualified
Appraiser within such ten Business Day period, one Qualified  Appraiser shall be
appointed by the Corporation  and one Qualified  Appraiser shall be appointed by
the  Requisite  Holders on the date such ten  Business Day period  expires.  The
Qualified  Appraiser or Qualified  Appraisers,  as the case may be, shall submit
their  final  report of the Fair  Market  Value of Merger  Sub within 30 days of
appointment.  If the higher of the two  appraisals  is less than or equal to 10%
higher  than the lower of the two,  the final  Fair  Market  Value of Merger Sub
shall be the average of the Fair  Market  Values of Merger Sub set forth in each
such  appraisal.  If the  disparity  between the Fair Market Value of Merger Sub
determined  by the higher of the two  appraisals as compared to the lower of the
two is greater than 10%, the Qualified Appraisers shall select a third Qualified
Appraiser.  If they cannot agree upon a third  Qualified  Appraiser  within five
Business  Days of the later  submitted  appraisal  of the Fair  Market  Value of
Merger Sub, then the third Qualified Appraiser shall be selected by the Atlanta,
Georgia office of the American Arbitration Association, and such third Qualified
Appraiser  shall make its  determination  of the Fair Market Value of Merger Sub
within 30 days of appointment.  The Fair Market Value of Merger Sub shall be the
average  of the two Fair  Market  Values set forth in such  appraisals  that are
closest  among the three  appraisals;  provided  that if each of the highest and
lowest  Fair  Market  Value  of  Merger  Sub set  forth  in such  appraisals  is
equidistant  from the middle Fair  Market  Value of Merger Sub set forth in such
appraisals, the Fair Market Value of Merger Sub shall be such middle Fair Market
Value of Merger Sub.  The Asset Sale price,  the Fair Market Value of Merger Sub
agreed upon by the  Corporation  and the  Requisite  Holders,  or the  valuation
decision of such Qualified  Appraiser(s)  as determined in accordance  with this
Section 8(a) shall be final and conclusive on the Corporation and all holders of
Series  A  Stock.  The  cost of the  appraisal  process  shall  be  borne by the
Corporation.

<PAGE>   43

                  8.2      In  determining  the Fair Market Value of Merger Sub,
the following  principles shall apply: (a) the valuation of any cable television
system will be based on a going  concern  basis,  in  conformity  with  standard
appraisal  techniques,  applying  market  factors  then  relevant;  and  (b) the
valuation  shall  consider  all  factors  which  reasonably  might  affect  such
valuation,  including,  without  limitation,  if  and as  appropriate,  industry
developments,  and federal and local  legislation  or  regulation  including any
proposals therefor.

         9.       Redemption at Option of the Corporation.

                  9.1      The  Corporation may at any time, at its sole option,
redeem, out of funds legally available therefor,  all, but not less than all, of
the  shares of  outstanding  Series A Stock on and after the  earlier of (i) the
thirtieth  anniversary  date of the  Effective  Time or (ii) at any  time  after
Greenspun  Affiliates hold the investment power (as such term is defined in Rule
13d-3 under the  Exchange  Act) with respect to less than 50% of the then issued
and outstanding shares of Series A Stock.

                  9.2      The redemption price shall be paid by the Corporation
in cash and shall be in an amount  for each share in this  Series  equal to such
share's Liquidation Value plus any declared but unpaid dividends on the Series A
Stock to the date fixed for the redemption (the "Redemption Price").

                  9.3      The Corporation shall provide each holder of Series A
Stock  with a  written  notice of  redemption  (addressed  to the  holder at its
address as it  appears  on the stock  transfer  books of the  Corporation),  not
earlier than 60 nor later than 20 days before the date fixed for redemption. The
notice of redemption shall specify (i) the Series to be redeemed;  (ii) the date
fixed for redemption; (iii) the Redemption Price; and (iv) the place the holders
of Series A Stock may obtain payment of the  Redemption  Price upon surrender of
their  certificates.  If funds are  available on the date fixed for  redemption,
then whether or not shares are surrendered for payment of the Redemption  Price,
the shares shall no longer be outstanding and the holders thereof shall cease to
be shareholders  of the  Corporation  with respect to the shares redeemed on and
after the date  fixed  for  redemption  and shall be  entitled  to  receive  the
Redemption Price without interest upon the surrender of the share certificate.

         10.      Voting.  The shares of this Series shall have no voting rights
except as required by law or as set forth below.

<PAGE>   44

                  10.1     Each share of this  Series  shall be entitled to vote
together with holders of the shares of Class A Common Stock (and any other class
or series  which may  similarly  be  entitled to vote with the shares of Class A
Common  Stock) as a single class upon all matters upon which  holders of Class A
Common Stock are entitled to vote. In any such vote,  the holders of this Series
shall be entitled to one vote per share of Series A Stock.

                  10.2     So  long  as  any  shares  of  this   Series   remain
outstanding,  unless a greater  percentage  shall then be required  by law,  the
Corporation  shall not, without the affirmative vote at a meeting or the written
consent  with or  without  a meeting  of the  holders  of shares of this  Series
representing  more  than 50% of the  aggregate  voting  power of  shares of this
Series then  outstanding,  amend,  alter or repeal any of the provisions of this
Certificate  or the  Certificate  of  Incorporation,  so as in any such  case to
adversely affect the voting powers, designations,  preferences and other special
rights,  and  qualifications,  limitations or restrictions of the shares of this
Series.

                  10.3     Except as  provided in Section  10.2,  the holders of
Series A Stock shall have no right to vote separately as a class.

         11.      Liquidation Rights.

                  11.1     The  Corporation  shall provide not less than 30 days
advance notice of any dissolution,  liquidation or winding up of the Corporation
to each holder of Series A Stock (a "Liquidation Notice"). Upon the dissolution,
liquidation or winding up of the Corporation,  whether voluntary or involuntary,
the holders of the shares of this Series shall be entitled to receive out of the
assets  of the  Corporation  available  for  distribution  to  shareholders,  in
preference  to the holders of, and before any payment or  distribution  shall be
made on, Junior Stock, the amount of $44.275 per share (the "Liquidation Value")
plus an amount equal to all declared and unpaid dividends on the Series A Stock,
if any,  to the date of  final  distribution.  The  Liquidation  Value  shall be
subject to  adjustment  from time to time to  appropriately  give  effect to any
Adjustment Events.

                  11.2     Neither the sale,  exchange or other  conveyance (for
cash,   shares  of  stock,   securities  or  other   consideration)  of  all  or
substantially  all the property and assets of the  Corporation nor the merger or
consolidation  of the  Corporation  into or with any other  corporation,  or the
merger or consolidation  of any other  corporation into or with the Corporation,
shall be deemed to be a  dissolution,  liquidation  or winding up,  voluntary or
involuntary, for the purposes of this Section 11.

<PAGE>   45

                  11.3     After the  payment  to the  holders  of the shares of
this Series of full  preferential  amounts  provided for in this Section 11, the
holders  of this  Series  shall  have no right or claim to any of the  remaining
assets of the Corporation.

         12.      Covenants of the Company.

                  12.1     Any acquisition of, or merger, consolidation or other
business  combination with, a Communication  Business in the Las Vegas ADI by or
with the  Corporation  or any  Affiliate  of the  Corporation  shall be effected
through or with Merger Sub.

                  12.2     Any  transaction  (other than Cox  Contributions  and
Distributions)  between  Merger Sub and the  Corporation or any Affiliate of the
Corporation  shall be fair from a  financial  point of view and on terms no less
favorable than those  available from  independent  third parties.  The financial
fairness of any  transaction  (other  than  Advances,  the  issuance of the CCLV
Preferred, the payment of dividends on the CCLV Preferred, the redemption of the
CCLV Preferred, Cox Contributions,  and Distributions) in excess of $1.5 million
shall  be  determined  by  the  Board  of  Directors  in  good  faith  and  such
determination shall be set forth in a resolution of the Board, and the financial
fairness of any  transaction  (other  than  Advances,  the  issuance of the CCLV
Preferred, the payment of dividends on the CCLV Preferred, the redemption of the
CCLV Preferred,  Cox Contributions,  and Distributions) in excess of $10 million
shall be determined by a Qualified Appraiser selected by the Corporation.

                  12.3     The  Indebtedness  of Merger Sub as of the  Effective
Time shall equal the sum of Sections 2.2(a)(1)(t),  (u), (v), (w) and (x) of the
Merger Agreement.  From the Effective Time and until Break Even, the Corporation
shall fund all cash requirements of Merger Sub through Advances,  and Merger Sub
shall not incur Indebtedness  other than Advances.  At Break Even, this covenant
shall  immediately  terminate  and  thereafter  shall have no  further  force or
effect.

                  12.4     The  Corporation  shall allocate  corporate  overhead
expenses  to  Merger  Sub in a manner  consistent  with the  manner  in which it
allocates corporate overhead expense to its other subsidiaries.

                  12.5     The  Corporation  shall  reserve and keep  available,
free from preemptive  rights,  out of its authorized but unissued stock, for the
purpose of effecting the Conversion of the shares of this Series, such number of
its duly authorized shares of Class A Common Stock (or, if applicable, any other
shares of Capital Stock of the Corporation) as shall from time to time be

<PAGE>   46

sufficient  to effect the  Conversion of all  outstanding  shares of this Series
into such Class A Common  Stock (or such other  shares of Capital  Stock) at any
time  (assuming  that, at the time of the  computation of such number of shares,
all such Class A Common Stock (or such other  shares of Capital  Stock) would be
held by a single holder); provided, however, that nothing contained herein shall
preclude the  Corporation  from  satisfying  its  obligations  in respect of the
Conversion of the shares by delivery of purchased shares of Class A Common Stock
(or such other  shares of Capital  Stock)  that are held in the  treasury of the
Corporation. All shares of Class A Common Stock (or such other shares of Capital
Stock of the  Corporation)  which shall be  deliverable  upon  Conversion of the
shares  of this  Series  shall  be duly  and  validly  issued,  fully  paid  and
nonassessable.  Any shares of Class A Common Stock at any time outstanding shall
not include shares held in the treasury of the Corporation.

                  12.6     If any shares of Class A Common  Stock which would be
issuable upon Conversion of shares of this Series hereunder require registration
with or approval of any governmental  authority before such shares may be issued
upon  Conversion,  the Corporation  will in good faith and as  expeditiously  as
possible  cause such shares to be duly  registered or approved,  as the case may
be. The Corporation will use commercially  reasonable efforts to list the shares
of Class A Common Stock  required to be delivered  upon  Conversion of shares of
this  Series  prior to such  delivery  upon the  principal  national  securities
exchange upon which the  outstanding  Class A Common Stock is listed at the time
of such delivery.

                  12.7     The Corporation  shall pay any and all issue or other
taxes that may be payable in respect of any issue or delivery of shares of Class
A Common Stock on  Conversion  (or pursuant to redemption or exchange) of shares
of this Series pursuant hereto. The Corporation shall not, however,  be required
to pay any tax which is payable in respect of any transfer involved in the issue
or delivery of Class A Common Stock or such other  shares of Capital  Stock in a
name  other  than that in which  the  shares of this  Series so  converted  were
registered,  and no such issue or  delivery  shall be made  unless and until the
Person requesting such issue has paid to the Corporation the amount of such tax,
or has established,  to the  satisfaction of the Corporation,  that such tax has
been paid.

                  12.8     The  Corporation   shall  not  cause  Merger  Sub  to
dissolve,  liquidate or wind up, or transfer any Operating  Assets to any Person
controlled by or under common control with the Corporation.

<PAGE>   47

                  12.9     The Corporation or its Affiliates shall not sell, and
shall not  permit  Merger  Sub to sell,  less than all of the  Capital  Stock in
Merger Sub to any Person other than the  Corporation  or any  Affiliates  of the
Corporation.

         13.      Other Provisions.

                  13.1     All notices from the Corporation to the holders shall
be given by one of the methods  specified in Section  13.2.  With respect to any
notice to a holder of shares of this Series  required to be provided  hereunder,
neither  failure  to  give  such  notice,  nor  any  defect  therein  or in  the
transmission  thereof,  to any particular holder shall affect the sufficiency of
the notice or the  validity of the  proceedings  referred to in such notice with
respect  to the  other  holders  or  affect  the  legality  or  validity  of any
distribution,   right,   warrant,   reclassification,   consolidation,   merger,
conveyance,  transfer, dissolution,  liquidation or winding up, or the vote upon
any such action. Any notice which was mailed in the manner herein provided shall
be  conclusively  presumed  to have been duly  given  whether  or not the holder
receives the notice.

                  13.2     All notices and other communications  hereunder shall
be in writing and shall be deemed given (i) on the first  Business Day following
the date received, if delivered  personally,  (ii) on the Business Day following
timely deposit with an overnight  courier service,  if sent by overnight courier
specifying  next day  delivery  and (iii) on the first  Business  Day that is at
least five days following  deposit in the mails,  if sent by first class mail to
(x) a holder at its last  address  as it  appears  on the  transfer  records  or
registry for the Series A Stock and (y) the Corporation at the following address
(or at such other address as the Corporation  shall specify in a notice pursuant
to this Section 13.2): Cox Communications, Inc., 1400 Lake Hearn Drive, Atlanta,
Georgia 30319, Attention: Secretary.

                  13.3     Any shares of this Series which have been  converted,
redeemed,  exchanged or otherwise  acquired by the Corporation shall, after such
Conversion,  redemption, exchange or acquisition, as the case may be, be retired
and promptly canceled,  and the Corporation shall take all appropriate action to
cause such  shares to obtain the status of  authorized  but  unissued  shares of
Preferred Stock,  without  designation as to series,  until such shares are once
more  designated as part of a particular  series by the Board of Directors.  The
Corporation  may cause a certificate  setting forth a resolution  adopted by the
Board of  Directors  that  none of the  authorized  shares  of this  Series  are
outstanding  to be filed with the  Secretary  of State of the State of Delaware.
When such certificate becomes effective,  all references to Series A Stock shall
be eliminated from the Certificate of Incorporation  and the shares of Preferred
Stock  designated  hereby as Series A Stock shall have the status of  authorized
and unissued

<PAGE>   48

shares of  Preferred  Stock  and may be  reissued  as part of any new  series of
Preferred  Stock to be  created by  resolution  or  resolutions  of the Board of
Directors.

                  13.4     The shares of this Series  shall be issuable in whole
shares or, if authorized by the Board of Directors (or any authorized  committee
thereof),  in any  fraction  of a whole  share  so  authorized  or any  integral
multiple of such fraction.

                  13.5     The  Corporation  shall be entitled to recognize  the
exclusive right of a Person registered on its records as the holder of shares of
this  Series,  and such record  holder shall be deemed the holder of such shares
for all purposes.


<PAGE>   49




         IN  WITNESS  WHEREOF,   Cox   Communications,   Inc.  has  caused  this
Certificate to be signed and attested this 30th day of September, 1998.

                            COX COMMUNICATIONS, INC.




                                                     By: /s/ James O. Robbins
                                                         ----------------------
                                                        Name: James O. Robbins
                                                        Title: President


Attest: /s/ Andrew A. Merdeck
         Name: Andrew A. Merdeck
         Title: Secretary
<PAGE>   50
             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                            AND OF REGISTERED AGENT


         It is hereby certified that:


SEVENTEENTH:

         The  name of the corporation (hereinafter called the "corporation") is

                            COX COMMUNICATIONS, INC.

EIGHTEENTH:

         The registered office of the corporation  within the State of Delaware
is hereby changed to 1013 Centre Road, City of Wilmington 19805,  County of New
Castle.

NINETEENTH:

         The registered  agent of the corporation  within the State of Delaware
is hereby changed to Corporation Service Company,  the business office of which
is identical with the registered office of the corporation as hereby changed.

TWENTIETH:

         The corporation has authorized the changes  hereinbefore  set forth by
resolution of its Board of Directors.


         Signed on January 20, 1999.


                                                    /s/ Andrew A. Merdeck
                                                    ---------------------------
                                                    ANDREW A. MERDEK, Secretary


<PAGE>   51


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            COX COMMUNICATIONS, INC.


COX  COMMUNICATIONS,  INC., a corporation  organized and existing  under and by
virtue  of  the  General   Corporation  Law  of  the  State  of  Delaware  (the
"Corporation"),

DOES HEREBY CERTIFY:

FIRST:  That, the Board of Directors of COX  COMMUNICATIONS,  INC.  pursuant to
Sections  141 and 242 of the General  Corporation  Law,  resolutions  were duly
adopted setting forth a proposed  amendment to the Certificate of Incorporation
of said  Corporation,  declaring  said amendment to be advisable and submitting
the proposed amendment to the stockholders of the Corporation for consideration
thereof.  The stockholders of the Corporation  duly approved,  pursuant to said
Section 242, said proposed  amendment at the annual meeting of the stockholders
on May 13, 1999. The resolutions setting forth the amendment to the Certificate
of Incorporation are as follows:

         RESOLVED,  that, subject to stockholder  approval,  the Certificate of
Incorporation  of the  Corporation  be  amended by filing  the  Certificate  of
Amendment such that  subsection A of Article V thereof shall be restated in its
entirety to read as follows:

                  "A.  Authorized  Shares.  The  total  number of shares of all
         classes of capital stock that the Corporation  shall have authority to
         issue is seven hundred  twenty million  (720,000,000)  shares of which
         (i) seven hundred ten million  (710,000,000)  shares of a par value of
         $1.00 per share shall be Common Stock (the "Common  Stock"),  and (ii)
         ten  million  (10,000,000)  shares  of a par  value of $1.00 per share
         shall be Preferred  Stock (the  "Preferred  Stock").  The Common Stock
         shall be divided into classes as follows:  six hundred  fifty  million
         (650,000,000)  shares of Class A Common  Stock  ("Class A Stock")  and
         sixty  million  (60,000,000)  shares of Class C Common Stock ("Class C
         Stock").";

         FURTHER  RESOLVED,   that,  subject  to  stockholder   approval,   the
Certificate of  Incorporation  of the  Corporation be further  amended upon the
filing of the  Certificate  of Amendment  such that the following  paragraph be
inserted  as a  new  first  paragraph  to  Article  V  of  the  Certificate  of
Incorporation:

                  "That,  as  of  May,  14,  1999  (the  "Effective  Date"),  a
         two-for-one  stock  split of the  Corporation's  capital  stock  shall
         become  effective,   such  that  (i)  each  share  of  Class  A  Stock
         outstanding and held of record by each  stockholder of the Corporation
         (including  treasury shares) on the Effective Date shall represent two
         shares of Class A Stock from and after the Effective  Date;  (ii) each
         share  of  Class C  Stock  outstanding  and  held  of  record  by each
         stockholder  of the  Corporation  (including  treasury  shares) on the
         Effective


<PAGE>   52


         Date  shall  represent  two shares of Class C Stock from and after the
         Effective  Date; and (iii) each share of Preferred  Stock  outstanding
         and held of  record  by each  stockholder  of the  Corporation  on the
         Effective Date shall  represent two shares of the respective  class of
         Preferred Stock from and after the Effective Date.";

         FURTHER RESOLVED,  that the foregoing amendments to the Certificate of
Incorporation  of the  Corporation  be  submitted  to the  stockholders  of the
Corporation for their approval at the next annual meeting of  stockholders  and
that the Board of Directors recommends that the stockholders of the Corporation
vote in favor of such amendments;

         FURTHER RESOLVED,  that the proper officers of the Corporation be, and
they each (acting  alone)  hereby are,  authorized to file the  Certificate  of
Amendment  with the Secretary of State of the State of Delaware  promptly after
the requisite stockholder approval has been obtained; and

         FURTHER RESOLVED,  that the foregoing amendments to the Certificate of
Incorporation  of the  Corporation,  subject to approval by the stockholders of
the  Corporation,  shall be  effective  upon the  filing  of a  Certificate  of
Amendment to the Certificate of Incorporation of the Corporation  setting forth
the foregoing amendments with the Secretary of State of the State of Delaware.


SECOND:  That  said  amendments  were  approved  by  the requisite vote of  the
stockholders  of  the Corporation at the annual meeting of stockholders of  the
Corporation.

THIRD:  That  said  amendments  were  duly  adopted  in  accordance  with   the
provisions  of  Section  242  of  the  General Corporation Law of the State  of
Delaware.

FOURTH:  That the capital of said Corporation shall not be reduced under or  by
reason of said amendments.


<PAGE>   53


         IN   WITNESS  WHEREOF,  said  COX  COMMUNICATIONS,  INC.  has   caused
this  certificate  to  be  signed by James O. Robbins, its President and  Chief
Executive  Officer,  and  Andrew  A.  Merdek,  its Secretary, this 13th day  of
May, 1999.


                                             By: /s/ James O. Robbins
                                                 ----------------------
                                                  James O. Robbins
                                                  President and Chief
                                                  Executive Officer


ATTEST: /s/ Andrew A. Merdek
            Andrew A. Merdek
            Secretary


<PAGE>   54


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            COX COMMUNICATIONS, INC.


COX  COMMUNICATIONS,  INC.,  a corporation organized and existing under and  by
virtue  of  the  General  Corporation  Law  of  the  State  of  Delaware   (the
"Corporation"),

DOES HEREBY CERTIFY:

FIRST:  That, the Board of Directors of COX  COMMUNICATIONS,  INC.  pursuant to
Sections 141 and 242 of the General  Corporation Law, duly adopted  resolutions
setting forth a proposed  amendment to the Certificate of Incorporation of said
Corporation,  declaring  said  amendment to be  advisable  and  submitting  the
proposed  amendment to the  stockholders of the  Corporation for  consideration
thereof.  The stockholders of the Corporation  duly approved,  pursuant to said
Section 242, said proposed  amendment at the annual meeting of the stockholders
on May 16, 2000. The resolutions setting forth the amendment to the Certificate
of Incorporation are as follows:

         RESOLVED,  that, subject to stockholder  approval,  the Certificate of
Incorporation  of the  Corporation  be  amended by filing  the  Certificate  of
Amendment such that  subsection A of Article V thereof shall be restated in its
entirety to read as follows:  "A. Authorized Shares. The total number of shares
of all classes of capital stock that the  Corporation  shall have  authority to
issue is seven hundred  forty-three million  (743,000,000)  shares of which (i)
seven hundred thirty-three million (733,000,000) shares of a par value of $1.00
per share  shall be Common  Stock (the  "Common  Stock"),  and (ii) ten million
(10,000,000)  shares of a par value of $1.00 per share shall be Preferred Stock
(the  "Preferred  Stock").  The Common  Stock shall be divided  into classes as
follows: six hundred seventy-one million (671,000,000) shares of Class A Common
Stock ("Class A Stock") and sixty-two  million  (62,000,000)  shares of Class C
Common Stock ("Class C Stock").";

         FURTHER RESOLVED,  that the proper officers of the Corporation be, and
they each (acting  alone)  hereby are,  authorized to file the  Certificate  of
Amendment  with the Secretary of State of the State of Delaware  promptly after
the requisite stockholder approval has been obtained; and

         FURTHER RESOLVED,  that the foregoing amendments to the Certificate of
Incorporation  of the  Corporation,  subject to approval by the stockholders of
the  Corporation,  shall be  effective  upon the  filing  of a  Certificate  of
Amendment to the Certificate of Incorporation of the Corporation  setting forth
the foregoing amendments with the Secretary of State of the State of Delaware.

SECOND:  That  said  amendment  was  approved  by  the  requisite  vote of  the
stockholders  of  the Corporation at the annual meeting of stockholders of  the
Corporation.

THIRD:  That said amendment was duly adopted in accordance with the  provisions
of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said Corporation shall not be reduced under or  by
reason of said amendments.


<PAGE>   55


         IN  WITNESS  WHEREOF,  said  COX  COMMUNICATIONS, INC. has caused  this
certificate to be signed by James O. Robbins, its President and Chief  Executive
Officer,  and  Andrew  A.  Merdek,  its  Secretary, this 16th day of May,  2000.



                                              By: /s/ James O. Robbins
                                                  ----------------------
                                                   James O. Robbins
                                                   President and Chief
                                                   Executive Officer



ATTEST: /s/ Andrew A. Merdeck
            Andrew A. Merdek
            Secretary