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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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                                                                Exhibit 10.2 (d)


                              MANAGEMENT AGREEMENT



         THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of the __ day
of _____, 1999, by and between Charter Communications Holding Company, LLC, a
Delaware limited liability company (the "Company"), and Charter Communications,
Inc., a Delaware corporation (the "Manager").

         A.       The Company desires to retain the Manager to manage and
                  operate the cable television systems owned by the Company and
                  its subsidiaries and any cable television systems subsequently
                  acquired by the Company and its subsidiaries (except those
                  cable television systems managed under a separate management
                  agreement between the Manager and Charter Communications
                  Operating, LLC) (the "Cable Systems").

         B.       The Manager has agreed to manage and operate the Cable
                  Systems, all upon the terms and conditions hereinafter set
                  forth.

         In consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1.       Retention of the Manager. The Company hereby appoints the
Manager as a manager for the Cable Systems, and the Manager hereby agrees to
serve the Company as a manager
 for the Cable Systems, pursuant to the terms and
conditions hereinafter set forth.

         2.       Authority and Duties of the Manager.

                  (a)      The Company agrees to seek the advice of the Manager
regarding the business, properties and activities of the Cable Systems during
the term hereof, and subject to the direction, control and general supervision
of the Company, the Manager agrees to provide such advice. The Manager shall
give such advice in a businesslike, efficient, lawful and professional manner in
accordance with this Agreement.

                  (b)      Without limiting the generality of the foregoing, the
Manager shall provide all management services with respect to the operation of
the Cable Systems, including, but not limited to the following:

                           (i)      advice concerning the hiring, termination,
performance and training of personnel;