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            7.3.6 Notwithstanding anything to the contrary herein, Charter

                  (a) credit each System Employee who is offered on or prior to
the Closing employment by Tennessee LLC, Charter or any of their Affiliates and
becomes an employee of Tennessee LLC, Charter or any of their Affiliates after
the Closing Date (a "Hired Employee") the amount of vacation time (to a maximum
of four (4) weeks) and sick time (to a maximum of ten (10) days) accrued by him
or her as a System Employee through and including the Closing Date to the extent
the Adjusted Value is decreased pursuant to Section 2.2(c) of the Common
Agreement in the case of System Employees who become employees of Charter or its
Affiliates; provided, however, that if any Hired Employee has accrued vacation
time and/or sick time in excess of four (4) weeks or ten (10) days,
respectively, then RMG shall, and shall cause its appropriate Affiliate to, pay
to such employee the amount of such excess and Charter shall not assume any
liability or obligation in respect of such excess;

                  (b) permit each Hired Employee to participate in Charter's
employee benefit plans to the same extent as similarly situated employees of
Charter and their dependents are permitted to participate;

                  (c) give each Hired Employee credit for such employee's past
service with RMG and its Affiliates as of the Closing Date (including past
service with any prior owner or operator of the Systems or the Cable Business)
for purposes of eligibility and vesting under Charter's employee benefit and
other plans to the same extent as other similarly situated employees of Charter;

                  (d) not subject any Hired Employee to any waiting periods or
limitations on benefits for pre-existing conditions under Charter's employee
benefit plans, including any group health and disability plans, except to the
extent such employees were subject to such limitations under the employee
benefit plans of RMG or any Affiliate of RMG; and

                  (e) credit each Hired Employee under any group health plan for
any deductible amount previously met by such Hired Employee as of the Closing
Date under any of the group health plans of RMG or any of its Affiliates.

            7.3.7 If Tennessee LLC, Charter or any of their Affiliates
discharges any Hired Employee without cause within one hundred twenty (120) days
after Closing, then Charter shall pay severance benefits to such Hired Employee
in accordance with IPWT's severance benefit plan. For purposes of this Section
7.3.7, "cause" shall have the meaning set forth in Charter's employment
policies, procedures or agreements applicable to Charter's employees who are
situated similarly to the discharged Hired Employee.

            7.3.8 If RMG has, or acquires, a duty to bargain with any labor
organization, then RMG will (i) give prompt written notice of such development
to Charter, including notice of the date and place of any negotiating sessions
as they are planned or contemplated and permit Charter