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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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agree that in such position you will not be required to devote any specific
amount of time and we further understand and agree that you may participate in
such other business, governmental or charitable enterprises as you may
determine.

         3. As either Vice-Chairman of Charter or a member of the Board of
Directors of the public entity, you will receive the same indemnification
protections and benefit of D&O insurance provided to other officers and
directors of Charter and such public entity, as applicable.

         4. For the first three years following consummation of the Purchase
Agreement, Charter agrees that (i) it will pay you $125,000 per year, from which
you will pay for any secretarial or administrative support staff you will need;
and (ii) at its expense, it will continue to rent for your use (and use by
Charter from time to time) the existing Falcon eighth floor space located at
10900 Wilshire Boulevard, Los Angeles, California for the shorter of (A) the
remainder of its current term; and (B) an event contemplated by Section 5 below;
provided that you will reimburse Charter for one half of the rent for such
space, for the three year period.

         5. You and we agree that (i) you may resign as Vice-Chairman or
director at any time and (ii) we may remove you as Vice-Chairman or director at
any time after three years from the date of your appointment, or in the event
you no longer own equity in Charter or its affiliates.

         If the foregoing correctly reflects our agreement regarding the above,
please sign a counterpart copy of this letter.

                                    Very truly yours,


                                    Charter Communications, Inc.

                                    By:      /s/ JERALD L. KENT
                                             -----------------------------------
                                    Name:    Jerald L. Kent
                                    Title:   President, Chief Operating
                                              Officer and Director

Agreed:


   /s/ MARC NATHANSON
   ----------------------------
      Marc Nathanson


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