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                                                                     EXHIBIT 4.2

                            COX COMMUNICATIONS, INC.

                                       AND

                              THE BANK OF NEW YORK,

                                   as Trustee

                              ---------------------

                          THIRD SUPPLEMENTAL INDENTURE

                           Dated as of

                              ---------------------

                           Supplementing the Indenture

                            Dated as of June 27, 1995

                              --------------------

                 Creating a series of Debt Securities designated

             Exchangeable Subordinated Discount Debentures due 2020


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         THIRD SUPPLEMENTAL INDENTURE, dated the 19th day of April, 2000,
between COX COMMUNICATIONS, INC., a corporation existing under the laws of the
State of Delaware (the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation, having its principal corporate trust office in The City of New
York, New York, as trustee (the "Trustee").

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture dated as of June 27, 1995 (the "Original Indenture" and, as
supplemented to the date hereof, the "Indenture"), providing for the issuance by
the Company from time to time of its debentures, notes, bonds or other evidences
of indebtedness to be issued in one or more series (in the Original Indenture
and herein called the "Securities");

         WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to appropriate resolutions of the Board of Directors, has duly
determined to make, execute and deliver to the Trustee this Third Supplemental
Indenture to the Original Indenture in order to establish the form and terms of,
and to provide for the creation and issue of, a series of Securities designated
as the "Exchangeable Subordinated Discount Debentures due 2020" under the
Original Indenture in an aggregate original principal amount at maturity of up
to $2,290,755,000 the "Debentures");

         WHEREAS, Section 9.01 of the Original Indenture provides, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, without the consent of any Holders,
may enter into an indenture supplemental to the Original Indenture to establish
the terms of Securities of any series as permitted by Sections 2.01 and 2.03 of
the Original Indenture; and

         WHEREAS, all things necessary to make the Securities, when executed by
the Company and authenticated and delivered by the Trustee and issued upon the
terms and subject to the conditions hereinafter and in the Indenture set forth
against payment therefor, the valid, binding and legal obligations of the
Company and to make this Third Supplemental Indenture a valid, binding and legal
agreement of the Company, have been duly authorized.

         NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of the series of Securities designated as the
"Exchangeable Subordinated Discount Debentures due 2020," and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this Third Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:


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                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

         Section 101. Definitions.

         Each capitalized term that is used herein and is defined in the
Original Indenture shall have the meaning specified in the Original Indenture
unless such term is otherwise defined herein, in which case such term shall have
the meaning specified herein.

         "Adjusted Principal Amount" shall mean, for each $1,000 Original
Principal Amount of the Debentures, (i) on the Closing Date, the Issue Price and
(ii) thereafter, for any date of determination, the Issue Price, plus any
previous accrual of Original Issue Discount and minus any and all Special Cash
Payments and any Cash Reorganization Event Distributions made in respect of such
Debentures.

         "Average Transaction Consideration" shall mean, with respect to a
holder of one Reference Security in a Reference Share Offer, (a) the aggregate
consideration actually paid or distributed in respect of all Reference
Securities accepted in such Reference Share Offer, divided by (b) the total
number of Reference Securities outstanding immediately prior to the expiration
of the Reference Share Offer and entitled to participate in such Reference Share
Offer.

         "Business Day" shall mean any day that is not a Saturday, Sunday or
legal holiday, on which banking institutions or trust companies in The City of
New York are authorized or obligated by law or regulation to close.

         "Cash Reorganization Event" means any event with respect to the
Reference Company that results in the Reference Property consisting of 80% or
more of cash.

         "Cash Reorganization Event Distribution" shall have the meaning
assigned to it in Section 213 hereof.

         "Closing Price" shall mean, with respect to any Reference Security on
any date of determination, the closing sale price (or, if no closing sale price
is reported, the last reported sale price) of such Reference Security (regular
way) on the New York Stock Exchange on that date or, if the Reference Security
is not listed for trading on the New York Stock Exchange on that date, as
reported in the composite transactions for the principal United States national
or regional securities exchange on which such Reference Security is so listed,
or if such Reference Security is not so listed on a United States national or
regional securities exchange, as reported by the Nasdaq National Market or, if
such Reference Security is not so reported, the last quoted bid price for such
Reference Security in the over-the-counter market as reported by the National
Quotation Bureau or a similar organization. In the event that no such quotation
is available for any day, the Company's Board of Directors shall determine the
Closing Price on the basis of those quotations that it in good faith considers
appropriate. To the extent that trading (regular way) of, or quotations for, any
security as to which "Closing Price" is to be determined continues past 4:00
p.m., New York City time, on the applicable securities exchange, the National
Market


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System or over-the-counter market, as the case may be, "Closing Price" shall be
deemed to refer to the price or bid at the time that is then customary for
determining the trading day's index levels for stocks traded on such securities
exchange or automated quotation system on which the Reference Securities are
then traded or quoted.

         "Company" shall mean the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of the Indenture, and thereafter "Company"
shall mean such successor Person, and any other obligor upon the Debentures.

         "Company Notice" shall have the meaning assigned to it in Section
208(e).

         "Company Notice Date" shall have the meaning assigned to it in Section
208(e).

         "Debenture" shall mean $1,000 Original Principal Amount of the
Debentures.

         "Debentures" shall mean the Company's Exchangeable Subordinated
Discount Debentures due 2020.

         "Depository" shall have the meaning assigned to it in the Original
Indenture.

         "DTC" shall mean The Depository Trust Company.

         "Exchange Agent" shall mean any Person authorized by the Company to act
as Exchange Agent under the Indenture. The Company initially authorizes the
Trustee to act as Exchange Agent for the Debentures on its behalf. The Company
may at any time and from time to time authorize one or more Persons (including
the Company) to act as Exchange Agent in addition to or in place of the Trustee
with respect to the Debentures.

         "Exchange Date" shall mean, with respect to any Notice of Exchange, the
date on which the Notice of Exchange and all documents, instruments and payments
required to be tendered in connection with the related exchange have been
received by the Exchange Agent.

          "Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, the amount, if any, by which the aggregate amount of all cash
dividends on any Reference Security consisting of capital stock occurring in
such 12-month period (or, if that reference security was not outstanding at the
commencement of such 12-month period, occurring in such shorter period during
which that Reference Security was outstanding) exceeds on a per share basis 10%
of the average of the Closing Prices per share of that Reference Security over
such 12-month period (or such shorter period during which that Reference
Security was outstanding); provided that, for purposes of the foregoing
definition, the amount of cash dividends paid on a per share basis will be
appropriately adjusted to reflect the occurrence during such period of any stock
dividend or distribution of shares of capital stock of the issuer of such
Reference Security or any subdivision, split, combination or reclassification of
shares of that Reference Security.

         "Interest Payment Date" shall have the meaning assigned to it in
Section 205.


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         "Interest Period" shall mean (i) the period from the Issue Date to but
excluding the initial Interest Payment Date and (ii) thereafter, the period from
any Interest Payment Date to but excluding the immediately succeeding Interest
Payment Date or, if applicable, Stated Maturity, any Purchase Date, any
Redemption Date or any Exchange Date.

         "Issue Date" shall mean April 19, 2000.

         "Issue Price" shall mean $425.89 per Debenture.

         "Notice of Exchange" shall mean the notice of exchange given to the
Exchange Agent by a Holder of its request to exchange Debentures pursuant to
Section 209(c).

         "Optional Redemption" shall mean any redemption of the Debentures, in
whole or in part, at the option of the Company pursuant to Section 208(a).

         "Original Issue Discount" shall mean, as of any date of determination,
for each Debenture, the excess, if any, of the Adjusted Principal Amount for
such Debenture over the Issue Price.

         "Original Principal Amount" shall mean the face value of $1,000
original principal amount at maturity per Debenture.

         "Principal Reduction" means any reduction in the Adjusted Principal
Amount as a result of the application of any Special Cash Payment or Cash
Reorganization Event Distribution.

         "Purchase Notice" shall have the meaning assigned to it in Section
208(a)(i).

         "Purchase Price" shall have the meaning assigned to it in Section
208(a).

         "Reference Company" shall mean Sprint Corporation, for so long as any
Reference Shares are Sprint PCS Stock, and any other issuer of a Reference
Share.

         "Reference Property" shall initially mean 7.5908 shares of Sprint PCS
Stock and shall be subject to adjustment from time to time prior to the Stated
Maturity Date to reflect the addition or substitution of any cash, securities
and/or other property resulting from the application of the provisions of
Section 211 hereof.

         "Reference Property Value" shall mean, for the Reference Property
attributable to the Debentures at any date of determination, subject to the
provisions of Section 211, the sum of (a) for any portion of the Reference
Property consisting of cash, the amount of such cash, (b) for any portion of the
Reference Property consisting of property other than cash or Reference
Securities, the fair market value of such property (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company) as of the Trading Day immediately succeeding the related
Exchange Date, and (c) for any portion of the Reference Property consisting of a
Reference Security (including Sprint PCS Stock), (1) in the case of a Notice of
Exchange delivered to the Exchange Agent for exchange prior to the Reference
Securities Eligibility Date, the Closing Price for such Reference Security on
the Trading Day immediately succeeding the Exchange Date (unless more than
$5,000,000 aggregate Original Principal Amount of Debentures have been validly
tendered for exchange on such date, in which


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case Reference Property Value shall mean the average of the Closing Prices for
such Reference Security over the five Trading Day period ending on the fifth
Trading Day immediately succeeding the Exchange Date); and (2) in the case of a
Notice of Exchange delivered to the Exchange Agent on or after the Reference
Securities Eligibility Date, the Closing Price for such Reference Security on
the Trading Day following the Exchange Date (unless more than $5,000,000
aggregate Original Principal Amount of Debentures have been validly tendered for
exchange on such date, in which case the Reference Property Value shall mean the
average of the Closing Prices for such Reference Share over the five Trading Day
period beginning on the third Trading Day immediately succeeding the Exchange
Date and ending on the seventh Trading Day immediately succeeding the Exchange
Date). The aggregate Reference Property Value of the Reference Securities
attributable to any Debenture for which a Notice of Exchange is delivered to the
Trustee shall equal the sum of the Reference Property Values of the Reference
Property attributable to such Debenture.

         "Reference Securities Eligibility Date" shall mean April 19, 2002.

         "Reference Share Offer" shall mean any tender offer or exchange offer
made for 30% or more of the outstanding shares of a class or series of Reference
Securities constituting capital stock of a Reference Company or any
consolidation, merger or statutory exchange involving a class or series of
Reference Securities of a Reference Company in which an election is given to
holders of such Reference Securities as to the consideration to be received in
the transaction. A "Reference Share Offer" shall include a conversion or
redemption by Sprint Corporation of less than all shares of Sprint PCS Stock
pursuant to Article Sixth, Section 7.1 of its Articles of Incorporation or any
conversion or redemption by Sprint Corporation of all shares of Sprint PCS Stock
pursuant to Article Sixth, Section 7.1 or Section 7.2 of its Articles of
Incorporation in which a holder of Sprint PCS Stock is given an election as to
the consideration that he or she may receive.

         "Reference Share Offer Adjustment" shall mean (a) an adjustment to the
Reference Securities attributable to each Debenture to include the portion of
the Average Transaction Consideration received in a Reference Share Offer that
consists of Reference Securities and (b) a reduction in the number of Reference
Securities attributable to each Debenture prior to such Reference Share Offer by
the Reference Share Proportionate Reduction.

         "Reference Share Proportionate Reduction" shall mean a proportionate
reduction in the number of Reference Securities of the class or series of
Reference Securities which are the subject of the applicable Reference Share
Offer and attributable to each Debenture, calculated in accordance with the
following formula:

                                         X
                                    R = ---
                                         N

where:

         R  =     the fraction by which the number of Reference Securities of
                  the class or series of Reference Securities subject to the
                  Reference Share Offer and attributable to each Debenture will
                  be reduced;


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         X  =     the aggregate number of Reference Securities of the class or
                  series of Reference Securities subject to the Reference Share
                  Offer accepted in the Reference Share Offer; and

         N  =     the aggregate number of Reference Securities of the class or
                  series of Reference Securities subject to the Reference Share
                  Offer outstanding immediately prior to the expiration of the
                  Reference Share Offer.

         "Securities Act" shall mean the United States Securities Act of 1933,
as amended.

         "Securities Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended.

         "Senior Indebtedness" means the principal of, premium, if any, and
interest on, and any other payment due pursuant to, any of the following,
whether outstanding on the date the Debentures are issued or incurred by the
Company in the future:

                  (a)      all of the Company's indebtedness for money borrowed,
                           including any indebtedness secured by a mortgage or
                           other lien which is (1) given to secure all or part
                           of the purchase price of property subject to the
                           mortgage or lien, whether given to the vendor of that
                           property or to another lender, or (2) existing on
                           property at the time the Company acquires it;

                  (b)      all of the Company's indebtedness evidenced by notes,
                           debentures, bonds or other securities sold by the
                           Company for money;

                  (c)      all of the Company's lease obligations which are
                           capitalized on the Company's books in accordance with
                           generally accepted accounting principles;

                  (d)      all indebtedness of others of the kinds described in
                           (a) and (b) above and all lease obligations of others
                           of the kind described in (c) above that the Company,
                           in any manner, assume or guarantee or that the
                           Company in effect guarantee through an agreement to
                           purchase, whether that agreement is contingent or
                           otherwise; and (e) all renewals, extensions or
                           refundings of indebtedness of the kinds described in
                           (a), (b) or (d) above and all renewals or extensions
                           of leases of the kinds described in (c) or (d) above;

                  (f)      unless, in the case of any particular indebtedness,
                           lease, renewal, extension or refunding, the
                           instrument or lease creating or evidencing it or the
                           assumption or guarantee relating to it expressly
                           provides that such indebtedness, lease, renewal,
                           extension or refunding is not superior in right of
                           payment to the Debentures.

         The Company's senior Debt Securities issued under the Original
Indenture constitute Senior Indebtedness for purposes of the Debentures.


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         Senior Indebtedness does not include:

                  (a)      any indebtedness of the Company or of any Restricted
                           Subsidiary to the Company or another Restricted
                           Subsidiary;

                  (b)      any guarantee by the Company or any Restricted
                           Subsidiary of indebtedness of the Company or another
                           Restricted Subsidiary;

                  (c)      any accounts payable or other liability to trade
                           creditors arising in the ordinary course of business
                           (including guarantees thereof or instruments
                           evidencing such liabilities);

                  (d)      letters of credit, performance bonds and similar
                           obligations issued in favor of governmental or
                           franchising authorities as a term of a cable
                           television franchise or other governmental franchise,
                           license, permit or authorization held by the Company
                           or any of its Subsidiaries;

                  (e)      debt securities issued under the Original Indenture
                           and designated pursuant to the Original Indenture as
                           subordinated to Senior Indebtedness; and

                  (f)      the Company's Exchangeable Subordinated Debentures
                           due 2029 (the "PRIZES"), and the Company's 3%
                           Exchangeable Subordinated Debentures due 2030 (the
                           "Premium PHONES"), each of which rank pari passu with
                           the Debentures.

         "Special Cash Payment" shall have the meaning assigned to it in Section
212.

         "Sprint Corporation" shall mean Sprint Corporation, a Kansas
corporation.

         "Sprint PCS Stock" shall mean the Sprint Corporation PCS common
stock-Series 1, par value $1.00 per share.

         "Trading Day" shall mean a day on which the security (a) is not
suspended from trading or quotation at the close of business on the national or
regional securities exchange, the National Market System or over-the-counter
market that is the primary market for the trading or quotation of that security
and (b) has traded or been quoted at least once on the national or regional
securities exchange, the National Market System or over-the-counter market that
is the primary market for the trading or quotation of that security.

         Section 102. Section References.

         Each reference to a particular section set forth in this Third
Supplemental Indenture shall, unless the context otherwise requires, refer to
this Third Supplemental Indenture.

         Section 103.  Conflict with Original Indenture.

         To the extent that any of the terms set forth in this Third
Supplemental Indenture or the


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certificates representing the Debentures shall conflict with any of the terms of
the Original Indenture, the terms of this Third Supplemental Indenture and the
certificates representing the Debentures shall be controlling with respect to
the Debentures.

                                  ARTICLE TWO

                        TITLE AND TERMS OF THE SECURITIES

         Section 201. Title of the Securities.

         The title of the Securities of the series established hereby is the
"Exchangeable Subordinated Discount Debentures due 2020."

         Section 202. Amount.

         The aggregate Original Principal Amount of the Debentures which may be
authenticated and delivered under the Indenture is initially limited to
$2,290,755,000 except for Debentures authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debentures
pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Original Indenture;
provided, however, that the series of Securities established hereby may be
reopened, without the consent of the Holders of Outstanding Debentures, for
issuance of additional Debentures.

         Section 203. Registered Securities.

         The certificates for the Debentures shall be Registered Securities and
shall be in substantially the form attached hereto as Exhibit A, and shall bear
the legends as are inscribed thereon.

         Section 204. Stated Maturity; Changes to Adjusted Principal Amount.

         (a)      The Stated Maturity of the principal of the Debentures shall
be April 19, 2020.

         (b)      The principal amount at maturity of each Debenture, as of any
date of determination, shall equal the Adjusted Principal Amount. Upon Stated
Maturity, the Adjusted Principal Amount of each Debenture, plus accrued cash
interest payable in accordance with Section 205(a) to but excluding the Stated
Maturity shall be due and payable. In calculating the Adjusted Principal Amount,
the Adjusted Principal Amount shall be (i) increased by the amount of any
previous accrual of original issue discount, and (ii) reduced by the amount of
any Special Cash Payment and Cash Reorganization Event Distribution made on the
payment date to which such Special Cash Payment and Cash Reorganization Event
Distribution relates. In no event will the Adjusted Principal Amount be less
than zero.

         (c)      At least five Business Days prior to the Stated Maturity of
the principal of Debentures, the Company shall deliver an Officers' Certificate
to the Trustee which: (i) sets forth the amount to be paid in accordance with
Section 204(b) at such Stated Maturity for each Debenture and for all Debentures
then Outstanding, (ii) sets forth a reasonably detailed calculation of such
amounts, and (iii) directs the Trustee to adjust its records accordingly and to
request the Depository to adjust its records accordingly. At or prior to 10:00
a.m., New York



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City time, on the date of Stated Maturity of the Debentures, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 3.03 of
the Original Indenture) an amount in cash sufficient to pay, in accordance with
Section 204(b), the amount due on all Debentures that are Outstanding at 5:00
p.m., New York City time, on the date of such Stated Maturity.

         (d)      In the event of an acceleration of maturity of the Debentures
pursuant to Section 6.01 of the Original Indenture (as modified by Section 219
hereof), there shall become immediately due and payable:

                  (i)      in the case of an Event of Default specified in
         Section 6.01(a) or (b), an amount equal to the sum of the Adjusted
         Principal Amount and accrued but unpaid cash interest to but excluding
         the date of such default;

                  (ii)     in the case of an Event of Default specified in
         Section 6.01(c), the greater of (A) the Adjusted Principal Amount plus
         accrued and unpaid cash interest to but excluding the date of default
         and (B) the Reference Property Value of the Reference Property to be
         delivered upon exchange as if the Exchange Date were the date of
         default;

                  (iii)    in the case of an Event of Default specified in
         Section 6.01(d) or (e), an amount equal to the sum of the Adjusted
         Principal Amount and accrued but unpaid cash interest to but excluding
         the date of declaration; and

                  (iv)     in the case of an Event of Default specified in
         Section 6.01(f), an amount equal to the sum of the Adjusted Principal
         Amount and accrued but unpaid cash interest to the occurrence of such
         event.

         Section 205. Cash Interest and Original Issue Discount; Option to
Increase Cash Interest.

         (a)      Cash Interest.

         The Debentures shall bear interest in cash on each Debenture at the
rate of 1.0% of the Issue Price per Debenture per annum until the principal
thereof is paid or made available for payment. Such cash interest shall accrue
from April 19, 2000 or from the most recent Interest Payment Date to which
interest has been paid or provided for, and shall be payable semiannually on
April 19 and October 19 of each year (each, an "Interest Payment Date"),
commencing October 19, 2000, to the Persons in whose names the Debentures (or
one or more Predecessor Securities) are registered at the close of business on
the April 1 or October 1 immediately preceding such Interest Payment Date
("Regular Record Date"). Calculations of cash interest on each Debenture shall
be calculated without regard to changes in the Adjusted Principal Amount. Cash
interest payments may be increased in accordance with Section 205(c) hereof.

         (b)      Original Issue Discount.

                  (i)      For any Interest Period, Original Issue Discount
         shall accrue on the Adjusted Principal Amount of each Debenture in an
         amount equal to the excess (if an amount greater than zero) of (A) the
         amount of interest accrued on such Debenture during


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         such Interest Period that represents an annualized yield of 5.0% on the
         Adjusted Principal Amount of such Debenture over (B) the amount of
         accrued cash interest for such Interest Period payable in accordance
         with Section 205(a).

                  (ii)     Any accrual of Original Issue Discount shall be
         calculated on a semiannual bond equivalent basis using a 360-day year
         composed of twelve 30-day months and shall commence on the Issue Date,
         and shall cease to accrue on the earliest of: (A) the date on which
         such Debenture is no longer Outstanding, (B) the effective date of our
         election to increase semiannual cash interest payments as provided in
         Section 205(c) hereof and (C) the date on which cash interest payable
         in accordance with Section 205(a) represents an annualized yield of
         5.0% or more on the Adjusted Principal Amount of such Debenture for the
         related Interest Period.

                  (iii)    As of any date of determination, the applicable
         Adjusted Principal Amount for calculating the amount of Original Issue
         Discount accruing daily on each Debenture during the related Interest
         Period (or any portion thereof), so long as no Principal Reduction has
         occurred during such Interest Period, will equal:

                           (A)      for any date of determination occurring
                  during the initial Interest Period, the Issue Price; or

                           (B)      for any date of determination occurring
                  during any subsequent Interest Period, the Adjusted Principal
                  Amount on the Interest Payment Date on which such Interest
                  Period begins.

                  (iv)     As of any date of determination, the applicable
         Adjusted Principal Amount for calculating the amount of Original Issue
         Discount accruing daily on each Debenture during the related Interest
         Period (or any portion thereof) for which Principal Reduction has
         occurred, will equal:

                           (A)      if such Interest Period (or a portion
                  thereof) is the initial Interest Period, for any date of
                  determination occurring prior to such Principal Reduction, the
                  Issue Price;

                           (B)      for any date of determination in such
                  Interest Period (or a portion thereof) occurring prior to such
                  Principal Reduction, the Adjusted Principal Amount on the
                  Interest Payment Date on which such Interest Period begins;
                  and

                           (C)      for any date of determination in such
                  Interest Period (or a portion thereof) occurring on or after
                  such Principal Reduction, the Adjusted Principal Amount on the
                  date of such Principal Reduction, after giving effect to such
                  Principal Reduction.

         (c)      Default Interest

                  If (i) any accrued cash interest payable in accordance with
Section 205(a) or (ii) the Adjusted Principal Amount of any Debenture or any
portion of such Adjusted Principal Amount on any Debenture, is not paid when due
(whether upon acceleration


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pursuant to Section 6.01 of the Original Indenture, upon any date set for
payment of the Redemption Price pursuant to Section 207, upon any date set for
payment of the Purchase Price pursuant to Section 208, upon the date set for
payment of the Adjusted Principal Amount plus accrued cash interest payable upon
Stated Maturity or if the Reference Property (and cash in lieu of fractional
shares or units) or cash in lieu thereof in respect of any exchange is not
delivered or paid when due, then in each such case, the overdue amount shall
bear interest at the rate of 5.0% per annum, which interest shall accrue from
the date such overdue amount was due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable upon demand.

         (d)      Option to Increase Cash Interest Payments.

                  (i)      Increase in Semiannual Cash Interest. On and after
         April 19, 2005, on any Interest Payment Date only, at the option of the
         Company, cash interest in lieu of future cash interest payable in
         accordance with Section 205(a) and future accrual of Original Issue
         Discount in accordance with Section 205(b) shall accrue at a rate per
         annum on the Adjusted Principal Amount per Debenture equal to an amount
         representing an annualized yield of 5.0% on such Adjusted Principal
         Amount. Such interest shall be payable semiannually on each Interest
         Payment Date to holders of record at the Regular Record Date
         immediately preceding such Interest Payment Date. In the event the
         Company exercises such option, interest will be computed on a
         semiannual bond equivalent basis using a 360-day year composed of
         twelve 30-day months, commencing on the effective date of the Company's
         election to exercise such option.

                  (ii)     Calculation of Adjusted Principal Amount. The
         applicable Adjusted Principal Amount for calculating the amount of cash
         interest payable in accordance with this Section 205(d) shall equal the
         Adjusted Principal Amount as of the date immediately preceding the
         effective date of the Company's election to exercise its option to
         increase semiannual cash interest payments in accordance with this
         Section 205(d). The applicable Adjusted Principal Amount for
         calculating such cash interest shall decrease as a result of the
         payment of any Special Cash Payment or Cash Reorganization Event
         Distribution.

                  (iii)    Interest Accrual to Cease. The Company's election to
         increase semiannual cash interest payments in accordance with this
         Section 205(d) shall be irrevocable. In the event the Company elects to
         exercise such option, future accrual of Original Issue Discount shall
         cease.

                  (iv)     Notice. Not less than 20 days prior to the first day
         of the Interest Period for which any increase in the cash interest rate
         as provided in this Section will be effective, the Company shall issue
         a press release and provide it to DTC for dissemination through the DTC
         broadcast facility, as to the Company's election to pay such cash
         interest in lieu of future cash interest payable in accordance with
         Section 205(a) and future accrual of Original Issue Discount in
         accordance with Section 205(b). Such notice shall state:

                           (A)      the interest rate per annum on the
                  Debentures;


                                       11
<PAGE>   13

                           (B)      the Interest Payment Dates;

                           (C)      the related Regular Record Dates; and

                           (D)      the Adjusted Principal Amount of each
                  Debenture as of the effective date of such election.

         Section 206. Registration, Transfer and Exchange.

         The principal of and interest and distributions on the Debentures shall
be payable and the Debentures may be surrendered or presented for payment, the
Debentures may be surrendered for registration of transfer or exchange, and
notices and demands to or upon the Company in respect of the Debentures and the
Indenture may be served, at the office or agency of the Company maintained for
such purposes in The City of New York, from time to time, and the Company hereby
appoints the Trustee, acting through its office or agency in The City of New
York designated from time to time for such purpose, as its agent for the
foregoing purposes; provided, however, that, at the option of the Company,
payment of interest or distributions on the Debentures may be made by check
mailed to the address of the Persons entitled thereto, as such addresses shall
appear in the Security Register; and provided, further, that (subject to Section
4.02 of the Original Indenture) the Company may at any time remove the Trustee
as its office or agency in The City of New York designated for the foregoing
purposes and may from time to time designate one or more other offices or
agencies for the foregoing purposes and may from time to time rescind such
designations.

         Section 207. Redemption of the Debentures.

         (a)      Optional Redemption. No sinking fund is provided for the
Debentures. The Debentures will be redeemable for cash at the option of the
Company, in whole or in part at any time or from time to time after April 19,
2004, on at least 20 days (but not more than 60 days) prior notice to Holders of
the Debentures at a price per Debenture equal to the Adjusted Principal Amount
plus accrued and unpaid cash interest to but excluding such date of redemption
(the "Redemption Price"). Upon not less than 20 days (but not more than 60 days)
prior to any Redemption Date, the Company shall issue a press release and
provide it to DTC for dissemination through the DTC broadcast facility, as to
the Company's election to redeem the Debentures in whole or in part. Such notice
shall state:

                  (i)      the related Redemption Date;

                  (ii)     the related Redemption Price; and

                  (iii)    the consideration to be delivered upon any exchange
         of Debentures occurring between the date of such notice and the related
         Redemption Date.

         (b)      Interest Accrual to Cease. Once notice of redemption has been
given and funds are irrevocably deposited with the Trustee, cash interest and,
if applicable, Original Issue Discount, on the Debentures will cease to accrue
on and after the Redemption Date and all rights of the Holders of the Debentures
called for redemption will cease, except for the right of Holders to receive the
Redemption Price (but without interest on such Redemption Price).



                                       12
<PAGE>   14

         (c)      Notices. In case of any redemption, the Company shall deliver
an Officers' Certificate to the Trustee not less than five Business Days prior
to the Redemption Date which sets forth (i) the Redemption Price to be paid for
each Debenture called for redemption on such Redemption Date and (ii) the
aggregate amount payable for all Debentures called for redemption on such
Redemption Date.

         Section 208. Purchase of the Debentures at Option of Holder.

         (a)      The Debentures shall be purchased by the Company at a price
equal to the Adjusted Principal Amount per Debenture, plus any accrued and
unpaid cash interest thereon to but excluding the date of such purchase (the
"Purchase Price"), at the option of the Holder thereof, upon:

                  (i)      delivery to the Trustee by the Holder of a written
         notice of purchase (a "Purchase Notice") at any time from the opening
         of business on the date that is 20 Business Days prior to a Purchase
         Date until the close of business on such Purchase Date stating:

                           (A)      the certificate number of the Debenture that
                  the Holder will deliver to be purchased;

                           (B)      the portion of the aggregate Original
                  Principal Amount of the Debentures which the Holder will
                  deliver to be purchased, which portion must be $1,000 or an
                  integral multiple thereof;

                           (C)      that such Debentures shall be purchased on
                  the Purchase Date pursuant to the terms and conditions
                  specified in this Third Supplemental Indenture and in the
                  Debentures; and

                           (D)      if the Company elects pursuant to Section
                  208(b) to pay the Purchase Price on such Purchase Date, in
                  whole or in part, in Reference Property, but such portion of
                  the Purchase Price to be paid in Reference Property is
                  ultimately to be paid in cash because any condition in Section
                  208(a) is not satisfied, such Holder elects (i) to withdraw
                  such Purchase Notice as to some or all of the Debentures to
                  which it relates (stating the aggregate Original Principal
                  Amount and certificate numbers of the Debentures as to which
                  such withdrawal shall relate), or (ii) to receive cash in
                  respect of the Purchase Price for all Debentures subject to
                  such Purchase Notice; and

                  (2)      delivery of such Debentures prior to, on or after the
         Purchase Date (together with all necessary endorsements) to the Paying
         Agent at the offices of the Paying Agent, such delivery being a
         condition to receipt by the Holder of the Purchase Price therefor;
         provided, however, that such Purchase Price shall be so paid pursuant
         to this Section 208 only if the Debentures so delivered conform in all
         respects to the description thereof in the related Purchase Notice.

         If a Holder, in such Holder's Purchase Notice and in any written notice
of withdrawal delivered by such Holder pursuant to the terms of Section 208(g),
fails to indicate such Holder's


                                       13
<PAGE>   15

choice with respect to the election set forth in clause (D) of Section 208(a)(i)
above, such Holder shall be deemed to have elected to receive cash in respect of
the Purchase Price otherwise payable in Reference Property.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 208, a portion of a Debenture if the Original Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Original
Indenture and this Third Supplemental Indenture that apply to the purchase of
all of a Debenture also apply to the purchase of such portion of such Debenture.

         Any purchase by the Company contemplated pursuant to the provisions
hereof shall be consummated by the delivery of the consideration to be received
by the Holder promptly following the later of the Purchase Date and the time of
delivery of the Debentures.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 208(a)
shall have the right to withdraw at any time prior to the close of business on
the Purchase Date such Purchase Notice by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 208(g).

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Purchase Notice or written notice of withdrawal thereof.

         (b)      Company's Right to Elect Manner of Payment of Purchase Price.
The Debentures to be purchased pursuant to Section 208(a) may be paid for, at
the election of the Company, in cash or Reference Property, or in any
combination of cash and Reference Property, subject to the conditions set forth
in this Section 208. The Company shall designate, in the notice from the Company
as set forth below, whether the Company will purchase the Debentures for cash or
Reference Property, and, if a combination thereof, the percentages of the
Purchase Price of Debentures in respect of which it will pay in cash or
Reference Property; provided that the Company will pay cash for fractional units
or interests of Reference Property. For purposes of determining the existence of
potential fractional units or interests, all Debentures subject to purchase by
the Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Debentures are
purchased pursuant to this Section 208 shall receive the same percentage of cash
or Reference Property in payment of the Purchase Price for such Securities,
except (i) as provided in Section 208(d) with regard to the payment of cash in
lieu of fractional units or interests of Reference Property and (ii) in the
event that the Company is unable to purchase the Debentures of a Holder or
Holders for Reference Property because any necessary qualifications or
registrations of the Reference Property under applicable state securities laws
cannot be obtained, the Company may purchase the Debentures of such Holder or
Holders for cash. The Company may not change its election with respect to the
consideration (or components or percentages of components thereof) to be paid
once the Company has given notice thereof to Holders except pursuant to Section
208(d).

         At least five Business Days before the Company Notice Date (as defined
below), the Company shall deliver an Officer's Certificate to the Trustee
specifying:

                  (i)      the manner of payment selected by the Company;


                                       14
<PAGE>   16

                  (ii)     the information required by Section 208(e);

                  (iii)    that the conditions to such manner of payment set
         forth in Section 208(d) have or will be complied with; and

                  (iv)     whether the Company desires the Trustee to give the
         notice required by Section 208(e).

         (c)      Purchase with Cash. On the Purchase Date, at the option of the
Company, the Original Principal Amount of the Debentures in respect of which a
Purchase Notice pursuant to Section 208(a) has been given, or a specified
percentage thereof, may be purchased by the Company with cash equal to the
aggregate Purchase Price of such Securities.

         (d)      Payment by Reference Property. On each Purchase Date, at the
option of the Company, the Original Principal Amount of the Debentures in
respect of which a Purchase Notice pursuant to Section 208(a) has been given, or
a specified percentage thereof, may be purchased by the Company by the delivery
of a fraction of the Reference Property equal to the quotient obtained by
dividing (i) the amount of cash to which the Securityholders would have been
entitled had the Company elected to pay all or such specified percentage, as the
case may be, of the Purchase Price of such Debentures in cash by (ii) the mean
of the Reference Property Values of the Reference Property on the three Trading
Days ending on the second Trading Day immediately preceding the Purchase Date,
subject to the next succeeding paragraph.

         The Company will not issue fractional units or interests of Reference
Property in payment of the Purchase Price. Instead the Company will pay cash for
the Reference Property Value of any such fractional units or interests. The
Reference Property Value of a fraction of such units or interests shall be
determined by multiplying the Reference Property Value as determined above in
Section 208(d)(ii) by such fraction and rounding the product to the nearest
whole cent, with one-half cent being rounded upward. It is understood that if a
Holder elects to have more than one Debenture purchased, the Reference Property
to be delivered shall be based on the aggregate Original Principal Amount of
Debentures to be purchased. Upon a payment by Reference Property pursuant to the
terms hereof, that portion of accrued Original Issue Discount attributable to
the period from the Issue Date to the Purchase Date with respect to any
purchased Debenture shall not be cancelled, extinguished or forfeited but rather
shall be deemed paid in full to the Holder through the delivery of the Reference
Property in exchange for the Debenture being purchased pursuant to the terms
hereof, and the Reference Property Value of such Reference Property (together
with any cash payments in lieu of fractional units or interests of Reference
Property) shall be treated as issued, to the extent thereof, first in exchange
for the Original Issue Discount accrued through the Purchase Date, and the
balance, if any, of the Reference Property Value of such Reference Property
shall be treated as issued in exchange for the Issue Price of the Debenture
being purchased pursuant to the provisions hereof.

         The Company's right to exercise its election to purchase the Debentures
pursuant to this Section 208 through the delivery of Reference Property shall be
conditioned upon:


                                       15
<PAGE>   17

                  (i)      the Company's not having given notice of an election
         to pay entirely in cash and its giving of timely notice of election to
         purchase all or a specified percentage of the Debentures with Reference
         Property as provided herein;

                  (ii)     the registration of the Reference Securities or other
         securities to be delivered in respect of the payment of the Purchase
         Price under the Securities Act and the Securities Exchange Act, in each
         case, if required; and

                  (iii)    any necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration. If such conditions are not
         satisfied prior to or on the Purchase Date and the Company elected to
         purchase the Debentures pursuant to this Section 208 through the
         delivery of Reference Property, the Company shall pay, without further
         notice, the Purchase Price in cash.

         (e)      Notice of Election. The Company shall send notices of its
election (the "Company Notice") to purchase with cash or Reference Property or
any combination thereof to the Holders (and to beneficial owners as required by
applicable law) through the Trustee to DTC for dissemination through the DTC
broadcast facility. At the Company's written request, the Trustee shall give
such notice to DTC in the Company's name and at the Company's expense; provided,
however, that in all cases the text of such notice shall be prepared by the
Company.

         The Company Notice shall be sent to Holders (and to beneficial owners
as required by applicable law) on a date not less than 20 Business Days prior to
the Purchase Date (such date not less than 20 Business Days prior to the
Purchase Date being herein referred to as the "Company Notice Date"). Such
notices shall state the manner of payment elected and shall contain the
following information:

                  (i)      In the event the Company has elected to pay the
         Purchase Price (or any specified percentage thereof) with Reference
         Property, the notice shall state that each Holder will receive
         Reference Property with a Reference Property Value determined as of a
         specified date prior to the Purchase Date equal to such specified
         percentage of the Purchase Price of the Debentures held by such Holder
         (except for any cash amount to be paid in lieu of fractional units or
         interests);

                  (ii)     In any case, each notice shall include a form of
         Purchase Notice to be completed by the Holder and shall state:

                           (A)      the Purchase Price;

                           (B)      the name and address of the Paying Agent and
                  the Exchange Agent;

                           (C)      that Debentures as to which a Purchase
                  Notice has been given may be exchanged into Reference Property
                  at any time prior to the close of business on the applicable
                  Purchase Date only if the applicable Purchase Notice has been
                  withdrawn in accordance with the terms of this Third
                  Supplemental Indenture;


                                       16
<PAGE>   18

                           (D)      that the Debentures must be surrendered to
                  the Paying Agent to collect payment;

                           (E)      that the Purchase Price for any Debenture as
                  to which a Purchase Notice has been given and not withdrawn
                  will be paid promptly following the later of the Purchase Date
                  and the time of surrender of such Debenture as described
                  above;

                           (F)      the procedures the Holder must follow to
                  exercise rights under this Section 208 and a brief description
                  of those rights;

                           (G)      briefly, the exchange rights of the
                  Debentures and that Holders who want to exchange Debentures
                  must satisfy the requirements set forth in Section hereof; and

                           (H)      the procedures for withdrawing a Purchase
                  Notice (including, without limitation, for a conditional
                  withdrawal pursuant to the terms of Section 3.08(a)(i)(D)).

          Upon determination of the Reference Property, if applicable, to be
delivered in respect of the Purchase Price for each $1,000 Original Principal
Amount of Debentures, the Company will publish notice of such determination and
the related Reference Property Value in The Wall Street Journal or another daily
newspaper of national circulation.

         (f)      Procedure Upon Purchase. The Company shall deposit cash (in
respect of a cash purchase under Section 208(c) or for fractional units or
interests, as applicable) or Reference Property, or any combination thereof, as
applicable, with the Trustee or Paying Agent prior to 12:00 p.m., New York City
time, on the fifth Business Day following the Purchase Date, sufficient to pay
the aggregate Purchase Price of all Debentures to be purchased pursuant to this
Section 208. As soon as practicable after the later of the Purchase Date and the
date such Debentures are surrendered to the Paying Agent, the Company shall
deliver to each Holder entitled to receive Reference Property through the Paying
Agent such Reference Property and cash in lieu of any fractional units or
interests.

         (g)      Payment of Purchase Price; Withdrawal of Purchase Notice. Upon
receipt by the Paying Agent of the Purchase Notice, the Holder of the Debentures
in respect of which such Purchase Notice was given shall (unless such Purchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Purchase Price with respect to such Debentures.
Such Purchase Price shall be paid to such Holder no later than the tenth
Business Day following the Purchase Date with respect to such Security (provided
the conditions in Section 208(d), have been satisfied). If the Paying Agent
holds cash or Reference Property sufficient to pay the Purchase Price of such
Debentures, plus accrued cash interest, if any, on the tenth Business Day
immediately succeeding the Purchase Date, such Debentures will cease to be
Outstanding and cash interest and Original Issue Discount will cease to accrue
and will be deemed paid, whether or not such Debentures are delivered to the
Paying Agent, and all other rights of the related Holders shall terminate (other
than the right to receive the Purchase Price, plus accrued cash interest, if
any, upon delivery of such Debentures). Debentures in respect of


                                       17
<PAGE>   19

which a Purchase Notice has been given by the Holder thereof may not be
exchanged into Reference Property on or after the date of the delivery of such
Purchase Notice unless such Purchase Notice has first been validly withdrawn as
specified in the following two paragraphs.

         A Purchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent at any time on or prior
to the Purchase Date specifying:

                  (i)      the certificate number(s) of the Debenture(s) in
         respect of which such notice of withdrawal is being submitted;

                  (ii)     the aggregate Original Principal Amount of the
         Debentures with respect to which such notice of withdrawal is being
         submitted; and

                  (iii)    the aggregate Original Principal Amount, if any, of
         such Debentures which remain subject to the original Purchase Notice
         and which has been or will be delivered for purchase by the Company.

         A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.08(a)(i)(D) or (ii) a conditional withdrawal containing the information set
forth in Section 3.08(a)(i)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

         There shall be no purchase of any Securities pursuant to this Section
208 (other than through the issuance of Reference Property in payment of the
Purchase Price, including cash in lieu of fractional units or interests of
Reference Property) if there has occurred (prior to, on or after, as the case
may be, the giving, by the Holders of such Debentures, of the required Purchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Purchase Price with respect to such Debentures). The Paying Agent
will promptly return to the respective Holders thereof any Debentures (x) with
respect to which a Purchase Notice has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of an Event of Default
(other than a default in the payment of the Purchase Price with respect to such
Debentures) in which case, upon such return, the Purchase Notice with respect
thereto shall be deemed to have been withdrawn.

         (h)      Covenant to comply with Securities Laws upon Purchase of
Debentures. In connection with any offer to purchase or purchase of Debentures
under this Section 208, the Company shall (i) comply with Rule 13e-4 and Rule
14e-1 under the Exchange Act, if applicable, (ii) file the related Schedule
13E-4 (or any successor schedule, form or report) under the Exchange Act, if
applicable, and (iii) otherwise comply with all Federal and state securities
laws regulating the offer and delivery of Reference Securities upon purchase of
the Debentures (including positions of the SEC under applicable no-action
letters) so as to permit the rights and obligations under this Section 208 to be
exercised in the time and in the manner specified herein.

         (i)      Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company, upon written request, any cash or Reference
Property, together with interest on such


                                       18
<PAGE>   20

cash as hereinafter provided and dividends and distributions on such Reference
Property, if any, held by them for the payment of a Purchase Price of the
Debentures that remain unclaimed as provided in the Original Indenture;
provided, however, that to the extent that the aggregate amount of cash or
Reference Property deposited by the Company in respect of any such Purchase
Price exceeds the aggregate Purchase Price of the Debentures or portions thereof
to be purchased, then promptly after the Business Day following the payment of
such Purchase Price to the applicable Holders, the Trustee shall return any such
excess to the Company together with interest as hereinafter provided or
dividends, if any, thereon. Any cash deposited with the Trustee or with the
Paying Agent pursuant to this Section 208 hereof, shall be invested by the
Trustee or Paying Agent, as applicable, in short term obligations of, or fully
guaranteed by, the United States of America, or commercial paper rated A-1 or
better by Standard and Poor's Corporation or P-1 or better by Moody's Investors
Service, Inc. as specifically directed in writing by the Company. If the Company
fails to so direct Trustee in writing, Trustee may invest any cash deposited
with it in money market funds (including funds of the Trustee and its affiliates
for which they may receive compensation). Interest earned on such investments
shall be repaid to the Company pursuant to this Section 208 (i). Except as
provided for in this Section 208(i), the Trustee shall be under no liability for
interest on any money received by it pursuant hereto.

         Section 209. Exchange of the Debentures.

         (a)      As specified below, each Debenture will be exchangeable at the
option of the Holder at any time (except as otherwise provided in subsection (f)
below) for the Reference Property attributable to that Debenture. The Reference
Property attributable to each Debenture initially shall be 7.5908 shares of
Sprint PCS Stock, subject to adjustment as described in Section 210 hereof.

         (b)      The Company shall pay 100% of the Reference Property
attributable to each Debenture, only in cash, for all exchanges made prior to
the Reference Shares Eligibility Date. On and after the Reference Shares
Eligibility Date, the Company may, at its option, (i) pay 100% of the Reference
Property Value of the Reference Property attributable to each Debenture in cash;
(ii) deliver the Reference Property attributable to such Debenture; or (iii)
deliver a combination of Reference Property and cash. Such payment or delivery
will be made as promptly as practicable, but in any event within ten Business
Days after the relevant Exchange Date. The Company shall notify the Exchange
Agent of its election to pay cash or deliver Reference Property, or a
combination of the foregoing, by no later than 9:30 a.m., New York City time, on
the Trading Day next following the applicable Exchange Date. The Exchange Agent
shall notify an exchanging Holder of the Company's election under this Section
209(b) prior to 10:00 a.m., New York City time, on the following Trading Day.

         (c)      To exchange a Debenture a Holder must (i) in the case of a
Debenture held through the Depository, surrender such Debenture for exchange
through book-entry transfer into the account of the Exchange Agent, transmit an
agent's message requesting such exchange and comply with such other procedures
of the Depository as may be applicable in the case of an exchange and (ii) in
the case of a Debenture held in certificated form, (A) complete and manually
sign the Notice of Exchange attached to the Debenture (or complete and sign a
facsimile of the Notice of Exchange) and deliver such Notice of Exchange to the
Exchange


                                       19
<PAGE>   21

Agent, (B) surrender the Debenture to the Exchange Agent, (C) furnish
appropriate endorsements and transfer documents, if required by the Exchange
Agent, the Company or the Trustee and (D) pay any transfer or similar tax, if
required. An exchange shall be deemed to have been effected at 5:00 p.m., New
York City time, on the Exchange Date. The delivery of a Notice of Exchange or,
in the case of book-entry, an agent's message requesting exchange, shall be
irrevocable. A Holder may exchange a portion of its Debentures only if the
portion is $1,000 Original Principal Amount or an integral multiple thereof.
Following the Exchange Date for an exchange of Debentures, the accrual of cash
interest and Original Issue Discount shall cease and all rights of the Holder
with respect to such Debentures shall cease, except for the right of such Holder
to receive the consideration specified in Section 209(b) (but without interest
thereon).

         (d)      As soon as practicable on each Trading Day following receipt
by the Exchange Agent of notification from DTC that DTC has received an agent's
message from a DTC participant electing to exercise its exchange option with
respect to its Debentures, and delivery of such Debentures into the Exchange
Agent's DTC participant account, or following receipt of a complete manually
signed Notice of Exchange and receipt of certificated Debentures from a Holder,
the Exchange Agent shall notify the Company of the aggregate Original Principal
Amount of Debentures which has been tendered. When the Reference Property Value
has been determined, the Company shall deliver an Officers' Certificate to the
Trustee setting forth the exact amount to be paid or the amount of Reference
Property to be delivered to the tendering Holder and shall deposit such amount
with the Exchange Agent. Upon receipt of such payment or delivery from the
Company, the Exchange Agent shall pay DTC as soon as practicable or, in the
cases of Debentures that are held in certificated form, as directed by the
tendering Holder.

         (e)      On exchange of a Debenture, that portion of accrued cash
interest and Original Issue Discount attributable to the period from the Issue
Date (or, if the Company has exercised the option provided for in Section
205(d), the later of (x) the date of such exercise and (y) the date on which
interest was last paid) to the Exchange Date with respect to the exchanged
Debenture shall not be cancelled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the Holder thereof through delivery of the
Reference Property in exchange for the Debenture being converted pursuant to the
terms hereof, and the Reference Property (together with any cash payment in lieu
of fractional shares of Common Stock) shall be treated as a repayment, to the
extent thereof, first in exchange for the cash interest and Original Issue
Discount accrued through the Exchange Date, and the balance, if any, of such
Reference Property (and any such cash payment) shall be treated as issued in
exchange for the Issue Price of the Debenture being exchanged pursuant to the
provisions hereof.

         (f)      The right to exchange Debentures pursuant to this Section 209
shall terminate at 5:00 p.m., New York City time, (i) in the case of Stated
Maturity of the Debentures, on the Trading Day immediately preceding such Stated
Maturity, (ii) in the case of an optional redemption, on the Trading Day
immediately preceding the Redemption Date in accordance with Section 207,
provided, that any such termination shall only apply to Debentures that have
been called for redemption and (iii) in the case of purchase by Company in
accordance with Section 208, provided, that any such termination shall only
apply to Debentures that have been tendered for purchase.

         Section 210. Distributions of Reference Securities or Other Securities.


                                       20
<PAGE>   22

         (a)      The Company will not issue a fractional units or interests of
Reference Property upon exchange or purchase by the Company of a Debenture.
Instead, the Company will deliver cash for the Reference Property Value of such
fractional unit or interest.

         (b)      The Company will pay any and all documentary, stamp, transfer
or similar taxes that may be payable in respect of the transfer and delivery of
Reference Securities or any securities delivered in connection with the delivery
of Reference Property pursuant hereto; provided, however, that the Company shall
not be required to pay any such tax which may be payable in respect of any
transfer involved in delivery of such property to a name other than that in
which the Debentures were registered, and no such transfer or delivery shall be
made unless and until the Person requesting such transfer has paid to the
Company the amount of any such tax, or has established, to the satisfaction of
the Company, that such tax has been paid.

         (c)      The Company hereby warrants that upon delivery of any
Reference Securities or any securities delivered in connection with the delivery
of Reference Property pursuant hereto, the Holder of a Debenture shall receive
all rights held by the Company in the Reference Securities or securities to be
delivered, free and clear of any and all liens, claims, charges and
encumbrances, other than any liens, claims, charges and encumbrances which may
have been placed thereon by the prior owner thereof prior to the time acquired
by the Company. In addition, the Company further warrants that any Reference
Securities or securities to be delivered hereunder shall be free of any transfer
restrictions under federal or state securities laws (other than such as are
attributable to any Holder's status as an affiliate of the issuer of such
Reference Securities or securities).

         Section 211. Adjustment of Reference Property.

         (a)      Adjustment for Subdivisions, Splits, Combinations or
Reclassifications. If an issuer of a Reference Security shall:

                  (i)      subdivide or split the outstanding units of such
         Reference Security into a greater number of units;

                  (ii)     combine the outstanding units of such Reference
         Security into a smaller number of units; or

                  (iii)    issue by reclassification of units of such Reference
         Security any units of another security of such issuer;

then, in any such event, the Reference Property shall be adjusted to add or
substitute the number of units of such Reference Security and/or other security
of such issuer which a holder of units of such Reference Security would have
owned or been entitled to receive immediately following any event described
above had such holder held, immediately prior to such event, the number of units
of such Reference Security constituting part of the Reference Property
immediately prior to such event. Each such adjustment shall become effective
immediately after the effective date for such subdivision, split, combination or
reclassification, as the case may be. Each such adjustment shall be made
successively.


                                       21
<PAGE>   23

         (b)      Adjustment for Issuance of Certain Rights or Warrants. If an
issuer of a Reference Security shall issue rights or warrants to all holders of
such Reference Security entitling them, for a period expiring prior to the
fifteenth calendar day following the Maturity Date, to subscribe for or purchase
any of its securities or other property (other than rights to purchase units of
such Reference Security pursuant to a plan for the reinvestment of dividends or
interest), then in each such case, the Reference Property shall be adjusted to
include an amount in cash equal to the fair market value (determined as
described below), as of the fifth Business Day following the date on which such
rights or warrants are received by securityholders entitled thereto (the
"Receipt Date"), of each such right or warrant multiplied by the product of (A)
the number of such rights or warrants issued for each unit of such Reference
Security and (B) the number of units of such Reference Security constituting
part of the Reference Property on the date of issuance of such rights or
warrants, immediately prior to such issuance, without interest thereon. For
purposes of this subsection (b), the fair market value of each such right or
warrant shall be determined by the Company and shall be the quotient of (x) the
highest net bid, as of approximately 10:00 A.M., New York City time, on the
fifth Business Day following the Receipt Date for settlement three Business Days
later, by a recognized securities dealer in The City of New York selected by or
on behalf of the Company (from three (or such fewer number of dealers as may be
providing such bids) such recognized dealers selected by or on behalf of the
Company), for the purchase by such quoting dealer of the number of rights or
warrants (the "Aggregate Number") that a holder of such Reference Security would
receive if such holder held, as of the record date for determination of
stockholders entitled to receive such rights or warrants, a number of units of
such Reference Security equal to the product of (1) the aggregate number of
Outstanding Debentures as of such record date and (2) the number of units of
such Reference Security constituting part of the Reference Property, divided by
(y) the Aggregate Number. Each such adjustment shall become effective on the
fifth Business Day following the Receipt Date of such rights or warrants. If for
any reason the Company is unable to obtain the required bid on the fifth
Business Day following the Receipt Date, it shall attempt to obtain such bid at
successive intervals of three months thereafter and on the third Trading Day
prior to the Maturity Date until it is able to obtain the required bid. From the
date of issuance of such rights or warrants until the required bid is obtained,
the Reference Property shall include the number of such rights or warrants
issued for each unit of such Reference Security multiplied by the number of
units of such Reference Security constituting part of the Reference Property on
the date of issuance of such rights or warrants, immediately prior to such
issuance, and such rights or warrants constituting part of the Reference
Property shall be deemed for purposes of the definition of Reference Property
Value and this Section 211 to have a fair market value of zero.

         (c)      Adjustment for Distributions. If an issuer of a Reference
Security shall pay a dividend or make a distribution to all holders of such
Reference Security of cash, securities or other property (excluding any cash
dividend on any Reference Security consisting of capital stock that does not
constitute an Extraordinary Cash Dividend, excluding any payment of interest on
any Reference Security consisting of an evidence of indebtedness and excluding
any dividend or distribution described in subsection (a) or (b) above) or shall
issue to all holders of such Reference Security rights or warrants to subscribe
for or purchase any of its securities or other property (excluding any rights or
warrants referred to in subsection (b) above) (any of the foregoing being
referred to herein as "Distributed Assets"), then in each such case, the
Reference Property shall be adjusted to include, from and after such dividend,
distribution or issuance, (x) in respect of that portion, if any, of the
Distributed Assets consisting of cash, the amount of such


                                       22
<PAGE>   24

Distributed Assets consisting of cash received for each unit of such Reference
Security multiplied by the number of units of such Reference Security
constituting part of the Reference Property on the date of such dividend,
distribution or issuance, immediately prior to such dividend, distribution or
issuance, without interest thereon, plus (y) in respect of that portion, if any,
of the Distributed Assets which are other than cash, the number or amount of
each type of Distributed Assets other than cash received with respect to each
unit of such Reference Security multiplied by the number of units of such
Reference Security constituting part of the Reference Property on the date of
such dividend, distribution or issuance, immediately prior to such dividend,
distribution or issuance.

         (d)      Adjustment for Consolidation, Merger or Other Reorganization
Event. In the event of (i) any consolidation or merger of an issuer of a
Reference Security with or into another entity (other than a merger or
consolidation in which such issuer is the continuing corporation and in which
the Reference Security outstanding immediately prior to the merger or
consolidation is not exchanged for cash, securities or other property of such
issuer or another entity), (ii) any statutory exchange of securities of an
issuer of a Reference Security with another entity (other than in connection
with a merger or acquisition) or (iii) any liquidation, dissolution, winding up
or bankruptcy of an issuer of a Reference Security (excluding any distribution
in such event referred to in subsection (c) above) (any such event described in
clause (i), (ii) or (iii), a "Reorganization Event"), the Reference Property
shall be adjusted to include, from and after the effective date for such
Reorganization Event, in lieu of the number of units of such Reference Security
constituting part of the Reference Property immediately prior to the effective
date for such Reorganization Event, the amount or number of any cash, securities
and/or other property owned or received in such Reorganization Event with
respect to each unit of such Reference Security multiplied by the number of
units of such Reference Security constituting part of the Reference Property
immediately prior to the effective date for such Reorganization Event.

         For purposes of this Section 211(d), (i) a conversion or redemption by
Sprint Corporation of all shares of Sprint PCS Stock pursuant to Article Sixth,
Section 7.1 of its Articles of Incorporation shall be deemed a consolidation or
merger; and (ii) a redemption by Sprint Corporation pursuant to Article Sixth,
Section 7.2 of its Articles of Incorporation of all of the outstanding shares of
Sprint PCS Stock in exchange for common stock of one or more wholly-owned
subsidiaries that collectively hold all of the assets and liabilities attributed
to its PCS Group shall be deemed a statutory exchange of shares of Sprint PCS
Stock for shares of common stock of the relevant subsidiary or subsidiaries;
provided, however, that if there is an election given to holders of Sprint PCS
Stock in connection with any such conversion or redemption, the transaction
shall be deemed a Reference Share Offer.

         (e)      Adjustment for Reference Share Offers. In the event of a
Reference Share Offer with respect to the Reference Property is made, the
Reference Property shall be adjusted by the Reference Share Offer Adjustment.

         (f)      Adjustment for Cash Reorganization Event Distributions. In the
event of a Cash Reorganization Event, the Reference Property attributable to
each Debenture shall be reduced by the amount of the related Cash Reorganization
Event Distribution to be paid in respect of each Debenture effective on the date
such Cash Reorganization Event Distribution is made.


                                       23
<PAGE>   25

         Section 212. Special Cash Payments.

         (a)      At any time, the Company may elect on any Interest Payment
Date, upon not less than 20 days prior written notice in the manner provided
below, to make one or more special payments in cash ("Special Cash Payments"),
pro rata to Holders of record on the fifteenth day (whether or not a Business
Day) immediately preceding the effective date of an election, of all or part of
the Adjusted Principal Amount of the Debentures as of the date immediately
preceding the date of such election. Any such election shall be irrevocable.

         (b)      Any Special Cash Payment made with respect to the Debentures
will not constitute a redemption of the Debentures, in whole or in part, but
will represent payment of accrued Original Issue Discount and to the extent any
Special Cash Payment amount exceeds the amount of accrued Original Issue
Discount on the Debentures, such amount will represent a repayment of the Issue
Price in whole or in part.

         (c)      Not less than 20 days prior to the date of any Special Cash
Payment, the Company shall issue a press release and provide it through the
Trustee to DTC for dissemination through the DTC broadcast facility, as to the
Company's election to make such Special Cash Payment. Such notice shall state:

                  (i)      the amount of the related Special Cash Payment;

                  (ii)     the related payment date;

                  (iii)    the related record dates; and

                  (iv)     the Adjusted Principal Amount of each Debenture of
         the effective date of such election, giving effect to the reduction as
         a result of the application of such Special Cash Payment.

         Section 213. Cash Reorganization Event Distributions.

         (a)      As soon as practicable, and in any event not later than 20
Business Days, following the date of any Cash Reorganization Event, the Company
shall distribute all of the Reference Property consisting of cash (a "Cash
Reorganization Event Distribution") to Holders of the Debentures. Any
distribution pursuant to this Section 213 shall be made by the Company to
Holders of Debentures as of a special record date which shall be the 10th
Business Day prior to the date of payment of such Cash Reorganization Event
Distribution, and shall be distributed pro rata to such Holders on the 10th
Business Day following such special record date, without interest thereon.

         (b)      Any Cash Reorganization Event Distribution made with respect
to the Debentures will not constitute a redemption of the Debentures, in whole
or in part, but will represent payment of accrued Original Issue Discount and to
the extent the amount of any Cash Reorganization Event Distribution exceeds the
amount of accrued Original Issue Discount on the Debentures, such amount will
represent a repayment of the Issue Price in whole or in part.


                                       24
<PAGE>   26

         (c)      Prior to the date of such Cash Reorganization Event to the
extent practicable, and in any event not later than five Business Days
thereafter, the Company shall issue a press release and provide it through the
Trustee to DTC for dissemination through the DTC broadcast facility, as to the
related Cash Reorganization Event Distribution. Such notice shall state:

                  (i)      the description of such cash reorganization event
         and, briefly, the events causing such Cash Reorganization Event;

                  (ii)     the amount of the related Cash Reorganization Event
         Distribution;

                  (iii)    a brief description of the remaining Reference
         Property and the Adjusted Principal Amount of the Debentures after
         giving effect to the reduction caused by application of such Cash
         Reorganization Event Distribution;

                  (iv)     the related payment date; and

                  (v)      the related record date.

         Section 214. Denominations.

         The Debentures shall be issued in denominations of $1,000 and integral
multiples in excess thereof.

         Section 215. Applicability of Certain Original Indenture Provisions.

         (a)      Sections 11.01, 11.02 and 11.03 of the Original Indenture,
relating to defeasance and covenant defeasance, shall not be applicable to the
Debentures.

         (b)      Sections 4.08 and 4.09 of the Original Indenture shall not be
applicable to the Debentures.

         Section 216. Security Registrar, Paying Agent and Exchange Agent.

         The Trustee shall be the initial Paying Agent, initial Exchange Agent
and initial transfer agent for the Debentures (subject to the Company's right
(subject to Section 4.02 of the Original Indenture) to remove the Trustee as
such Paying Agent, Exchange Agent and/or transfer agent and, from time to time,
to designate one or more co-registrars and one or more other Paying Agents,
Exchange Agents and transfer agents and to rescind from time to time any such
designations), and The City of New York is designated as a Place of Payment for
the Debentures.

         Section 217. Global Debentures.

         (a)      The Debentures shall be issued in the form of one or more
temporary or global Debentures. The initial Depository for the global Debentures
shall be DTC, and the depositary arrangements shall be those employed by whoever
shall be the Depositary with respect to the Debentures from time to time.


                                       25
<PAGE>   27

         (b)      The Debentures shall be issued in the form of permanent global
Debentures in definitive fully registered form without interest coupons,
substantially in the form of Exhibit A. Each global Debenture shall be deposited
on behalf of the purchasers of the Debentures represented thereby with the
custodian for the Depositary, and registered in the name of a nominee of the
Depositary, duly executed by the Company and authenticated by the Trustee as
provided in the Original Indenture. The aggregate principal amount of a
Debenture may from time to time be increased or decreased by adjustments made on
the records of the custodian for the Depositary or the Depositary or its
nominee, as the case may be.

         (c)      The global Debentures will be exchangeable for certificated
Debentures of like tenor and terms and of differing authorized denominations
aggregating a like principal amount, only if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for the global
Debentures (ii) the Depository ceases to be a clearing agency under the
Securities Exchange Act, (iii) the Company in its sole discretion determines
that the global Debentures shall be exchangeable for certificated Debentures or
(iv) there shall have occurred and be continuing an Event of Default under the
Indenture with respect to the Debentures. Upon such exchange, the certificated
Debentures shall be registered in the names of the beneficial owners of the
global Debentures which they have replaced; such names shall be provided to the
Trustee by the relevant participants of the Depository, as identified by the
Depository.

         Section 218. Sinking Fund.

         The Debentures shall not be subject to any sinking fund or similar
provision and shall not be redeemable at the option of the holder thereof.

         Section 219. Amendments to Certain Sections of the Original Indenture.

         (a)      The amendments to the Original Indenture contained in this
Section 217 shall apply only to the series of Debentures established pursuant to
this Third Supplemental Indenture.

         (b)      Clause (a) of Section 6.01 of the Original Indenture is hereby
amended by adding the word "cash" immediately preceding the word "interest" on
the second line thereof.

         (c)      Clause (b) of Section 6.01 of the Original Indenture is hereby
amended by adding the words "Adjusted Principal Amount, Issue Price, accrued
Original Issue Discount, Redemption Price, Purchase Price or any Cash
Reorganization Distribution" immediately following the words "if any," on the
second line thereof.

         (d)      A new clause (c) is hereby added to Section 6.01 of the
Original Indenture and supercedes and replaces clause (c) of the Original
Indenture. New clause (c) shall read as follows:

                           "(c) failure of the Company to comply with its
                  obligations to deliver Reference Property (or cash in lieu of
                  any portion thereof) when such Reference Property is required
                  to be delivered (or such cash is required to be paid)
                  following an exchange of a Debenture in accordance with
                  Section 209 of the Third Supplemental; Indenture, or to pay
                  cash in lieu of any fractional


                                       26
<PAGE>   28

                  unit or interest, and continuance of such default for 10
                  Business Days ;"

         (e)      The seventh line of the fourth paragraph of Section 6.01 of
the Original Indenture are hereby amended by adding the word "cash" immediately
preceding the word "interest" in such line.

         (f)      Clause (i) of Section 9.02 of the Original Indenture is hereby
amended by adding the word "original" immediately preceding the words "principal
amount" in such clause and adding the words "at maturity" immediately succeeding
the words "principal amount" such clause.

         (g)      Clause (ii) of Section 9.02 of the Original Indenture is
hereby amended by adding the words "or alter the manner or rate of accrual of
Original Issue Discount, except as provided in the Third Supplemental Indenture"
after the words "any Coupon" in such clause.

         (h)      Clause (iii) of Section 9.02 of the Original Indenture is
hereby amended by replacing the word "principal" and adding the words "the
adjusted principal amount, the redemption price or the purchase" in its place in
such clause and adding the words "except as provided in the Third Supplemental
Indenture" after the words "any Debt Security" in such clause.

         (i)      Section 9.02 of the Original Indenture is hereby further
amended by adding a new clause (x), to read as follows:

                  "(x)     reduce the amount of cash or Reference Property
                           deliverable upon exchange of the Debentures."

         (j)      Unless the context otherwise requires, all references to
payment of principal in the Original Indenture shall include the payment of the
Adjusted Principal Amount.

         Section 220. Ranking.

         The Debentures are, to the extent provided herein and in the Original
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness. The Debenture shall rank pari passu with the
PRIZES and the Premium PHONES.

                                 ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

         The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Third Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.


                                       27
<PAGE>   29

         Except as expressly amended hereby, the Original Indenture shall
continue in full force and effect in accordance with the provisions thereof and
the Original Indenture is in all respects hereby ratified and confirmed. This
Third Supplemental Indenture and all its provisions shall be deemed a part of
the Original Indenture in the manner and to the extent herein and therein
provided.

         This Third Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
conflicts of laws principles thereof.

         This Third Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.


                                       28
<PAGE>   30

         IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the day and year first above
written.

                                      COX COMMUNICATIONS, INC.



                                      By:
                                          ------------------------------------
                                          Name:  Dallas S. Clement
                                          Title:  Vice President and Treasurer



                                      THE BANK OF NEW YORK, as Trustee



                                      By:
                                          ------------------------------------
                                          Name:  Annette Kos
                                          Title:  Assistant Vice President


<PAGE>   31



                                                                       EXHIBIT A


         FORM OF EXCHANGEABLE SUBORDINATED DISCOUNT DEBENTURES DUE 2020


THE SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO COX COMMUNICATIONS,
INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. R-1                                                                 $
CUSIP No. 224044 AX 5

                            COX COMMUNICATIONS, INC.

             Exchangeable Subordinated Discount Debentures due 2020

         Cox Communications, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the amount provided in Section 204 of the Third Supplemental
Indenture referred to herein on April 19, 2020, and to pay interest as described
below.

         The Debentures shall bear interest in cash on each Debenture at the
rate of 1.0% of the Issue Price per Debenture per annum until the principal
thereof is paid or made available for payment. Such cash interest shall accrue
from April 19, 2000 or from the most recent Interest Payment Date to which
interest has been paid or provided for, and shall be payable semiannually on
April 19 and October 19 of each year (each, an "Interest Payment Date"),
commencing October 19, 2000, to the Persons in whose names this Debenture (or
one or more Predecessor Securities) is registered at the close of business on
the April 1 or October 1 immediately preceding such Interest Payment Date
("Regular Record Date"). Calculations of cash interest on each Debenture shall
be calculated without regard to changes in the Adjusted Principal Amount.


                                      A-1
<PAGE>   32

Cash interest payments may be increased in accordance with Section 205(c) of the
Third Supplemental Indenture.

         For any Interest Period, Original Issue Discount shall accrue on the
Adjusted Principal Amount of each Debenture in an amount equal to the excess (if
an amount greater than zero) of (A) the amount of interest accrued on such
Debenture during such Interest Period that represents an annualized yield of
5.0% on the Adjusted Principal Amount of such Debenture over (B) the amount of
accrued cash interest for such Interest Period payable in accordance with
Section 205(a) of the Third Supplemental Indenture.

         Any accrual of Original Issue Discount shall be calculated on a
semiannual bond equivalent basis using a 360-day year composed of twelve 30-day
months and shall commence on the Issue Date, and shall cease to accrue on the
earliest of: (A) the date on which such Debenture is no longer Outstanding, (B)
the effective date of our election to increase semiannual cash interest payments
as provided in Section 205(c) of the Third Supplemental Indenture and (C) the
date on which cash interest payable in accordance with Section 205(a) of the
Third Supplemental Indenture represents an annualized yield of 5.0% or more on
the Adjusted Principal Amount of such Debenture for the related Interest Period.

         Any such interest which is payable, but is not paid or provided for, on
any Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on the relevant Regular Record Date by virtue of having been such
Holder, and may be paid to the Person in whose name this Debenture (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to the Holders of Debentures not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.

         Payment of the Adjusted Principal Amount and the interest on this
Debenture will be made at the office or agency of the Company maintained for
that purpose in The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that, at the option of the Company,
interest may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided,
further, that payment to DTC or any successor Depository may be made by wire
transfer to the account designated by DTC or such successor Depository in
writing.

         This Debenture is one of a duly authorized issue of securities of the
Company (herein called the "Debentures") issued and to be issued in one or more
series under an Indenture dated as of June 27, 1995 (the "Original Indenture,"
and together with the Third Supplemental Indenture referred to below and all
other indentures supplemental thereto, the "Indenture") between the Company and
The Bank of New York, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the


                                      A-2
<PAGE>   33

Debentures, and of the terms upon which the Debentures are, and are to be,
authenticated and delivered. This Debenture is one of the series designated on
the face hereof, initially limited (subject to exceptions provided in the
Indenture) to the aggregate Original Principal Amount specified in the Third
Supplemental Indenture between the Company and the Trustee, dated as of April
19, 2000, establishing the terms of the Debentures pursuant to the Indenture
(the "Third Supplemental Indenture").

         The Debentures are, to the extent provided herein, in the Indenture and
in the Third Supplemental Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness (as defined in the Third
Supplemental Indenture), and each Holder of this Debenture by accepting the
same, agrees to and shall be bound by the provisions hereof, of the Third
Supplemental Indenture and of Article XII of the Original Indenture.

         The Debentures are redeemable at the option of the Company, in whole or
in part at any time or from time to time on or after April 19, 2005, on the
terms set forth in Section 207(a) of the Third Supplemental Indenture.

         The Debentures are subject to purchase by the Company, at the option of
the Holder thereof, on the terms set forth in Section 208 of the Third
Supplemental Indenture.

         The Debentures are exchangeable at the option of the Holders thereof,
on the terms set forth in Section 209 of the Third Supplemental Indenture.

         If an Event of Default (as defined in the Indenture, including the
amendments thereto in the Third Supplemental Indenture) with respect to the
Debentures shall occur and be continuing, the principal of the Debentures may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Original Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series issued under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
Original Principal Amount of the Securities at the time Outstanding of each
series affected thereby. The Original Indenture also contains provisions
permitting the Holders of specified percentages in aggregate Original Principal
Amount of the Securities of any series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Debenture shall be conclusive and binding upon such Holder and upon all
future Holders of this Debenture and of any Debentures issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Debenture or
such Debentures.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Adjusted Principal Amount and interest
on this Debenture, at the times, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.


                                      A-3
<PAGE>   34

         The Original Indenture contains provisions for defeasance of (i) the
entire indebtedness of the Debentures and (ii) certain covenants and Events of
Default with respect to the Debentures, in each case upon compliance with
certain conditions set forth therein, which provisions shall not apply to the
Debentures. In addition, provisions for certain covenants specified in Sections
4.08 and 4.09 of the Original Indenture shall not be applicable to the
Debentures.

         As provided in the Indenture and subject to certain limitations set
forth therein and in this Debenture, the transfer of this Debenture may be
registered on the Security Register upon surrender of this Debenture for
registration of transfer at the office or agency of the Company maintained for
the purpose in any place where the Adjusted Principal Amount and interest on
this Debenture are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new Debentures of this series and of like
tenor, of authorized denominations and for the same aggregate Original Principal
Amount, will be issued to the designated transferee or transferees.

         The Debentures are issuable only in registered form without coupons in
the denominations specified in the Third Supplemental Indenture establishing the
terms of the Debentures, all as more fully provided in the Indenture. As
provided in the Indenture, and subject to certain limitations set forth in the
Indenture and in this Debenture, the Debentures are exchangeable for a like
aggregate Original Principal Amount of Debentures of this series in different
authorized denominations, as requested by the Holders surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith, other than
in certain cases provided in the Indenture.

         Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debenture is registered as the owner
hereof for all purposes, whether or not this Debenture be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         This Debenture shall be governed by and construed in accordance with
the laws of the State of New York.

         All terms used in this Debenture which are defined in the Original
Indenture or the Third Supplemental Indenture shall have the meanings assigned
to them in the Original Indenture or the Third Supplemental Indenture, as
applicable.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of
its authorized signatories, this Debenture shall not be entitled to any benefits
under the Indenture or be valid or obligatory for any purpose.


                                      A-4
<PAGE>   35

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


                                       COX COMMUNICATIONS, INC.




                                       By:
                                            ------------------------------------
                                            Name:  Dallas S. Clement
                                            Title:  Vice President and Treasurer





                                       By:
                                            ------------------------------------
                                            Name:  Jimmy W. Hayes
                                            Title:  Executive Vice President



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Debentures of the series designated herein referred
to in the within-mentioned Indenture.

Dated: April 19, 2000                           THE BANK OF NEW YORK,
                                                as Trustee


                                                By:
                                                   -----------------------------
                                                       Authorized Signatory


                                      A-5
<PAGE>   36

                             CERTIFICATE OF TRANSFER

         To transfer or assign this Debenture, fill in the form below:

I or we transfer and assign this Debenture to


_______________________________________________________________________________
                       (Insert assignee's tax I.D. number)


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
              (Print or Type assignee's name, address and zip code)

and irrevocably appoint ________________ agent to transfer this Debenture on the
books of the Company. The agent may substitute another to act for him.


Date:                                   Your signature:
     -------------------------                         -------------------------


                                      A-6
<PAGE>   37

                                   SCHEDULE A

                              SCHEDULE OF EXCHANGES

The following exchanges of Debentures represented by this Debenture have been
made:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Original Principal                             Change in Original      Original Principal
Amount of this                                 Principal Amount of     Amount of this
Debenture as of         Date exchange          this Debenture due to   Debenture following
April 19, 2000          Made                   Exchange                such exchange          Notation made by
<S>                     <C>                    <C>                     <C>                    <C>
----------------------------------------------------------------------------------------------------------------------
      $400,000,000
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-7
<PAGE>   38

                                                                         ANNEX A


                               NOTICE OF EXCHANGE


The Bank of New York
101 Barclay Street
New York, NY 10286


         Re:      Exchangeable Subordinated Discount Debentures due 2020 (the
                  "Debentures")

Gentlemen:


         The undersigned Holder of Debentures hereby gives notice of its
intention to exchange $______________ aggregate original principal amount of
Debentures. This notice, once delivered to the Exchange Agent, is irrevocable.

         If Reference Shares or any other securities are to be delivered as part
of this exchange, they should be delivered to:



         If cash is to be paid as part of this exchange, it should be sent to:



         Any communication to the Holder in connection with this exchange should
be directed to:


                                          [Holder's address]




                                                   Very truly yours,

                                                   [Name of Holder]


                                                   By:
                                                      --------------------------
                                                      Name:
                                                      Title:


Date of Notice of Exchange:


                                      A-2-8
<PAGE>   39

                                                                         ANNEX B


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased by the Company
pursuant to Section 208 of the Third Supplemental Indenture, check this box: [ ]

         If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 208 of the Third Supplemental Indenture, state
the amount you elect to have purchased:

$
 ____________________


_______________________________________________________________________________

Date:___________________________      Your Signature:__________________________*


_______________________________________________________________________________
     (Sign exactly as your name appears on the other side of this Security)

* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-2-9