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EXHIBIT 10.2
AMENDMENT NUMBER THREE
TO THE
COX COMMUNICATIONS, INC.
LONG-TERM INCENTIVE PLAN
Pursuant to the power of Cox Communications, Inc. (the "Company") to
amend the Cox Communications, Inc. Long-Term Incentive Plan (the "Plan"), the
Plan hereby is amended as follows:
1.
Section 4 of the Plan is amended by deleting the first sentence thereof
in its entirety and by substituting the following therefor:
"Subject to adjustment as provided in Section 10, the total number of
Shares reserved and available for Awards under the Plan shall be
24,000,000."
2.
The effective date of this Amendment Number Three is the date the
Amendment is adopted by the Compensation Committee of the Board of Directors of
the Company; subject, however, to the approval of the Amendment by the
shareholders of the Company at the annual shareholder meeting of the Company to
be held in the year 2000.
