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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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the Company, other than those who are officers of the Company appointed by the
Manager or the Board.

         5.4.9 Duties and Authority of Officers.

              (a) Chairman of the Board. The Chairman of the Board shall have
general and active responsibility for the management of the business of the
Company and shall be responsible for implementing all orders and resolutions of
the Manager or the Board. The Chairman of the Board shall be elected from among
the directors, and the Chairman of the Board or, at the election of the Chairman
of the Board, the Chief Executive Officer shall preside at all meetings of the
Members and directors. The Chief Executive Officer shall report to the Chairman
of the Board.

              (b) Chief Executive Officer. The Chief Executive Officer shall
supervise the daily operations of the business of the Company, and shall report
to the Chairman of the Board. Subject to the provisions of this Agreement and to
the direction of the Manager, the Chairman of the Board, or the Board, he or she
shall perform all duties which are commonly incident to the office of chief
executive officer of a corporation organized under the laws of the State of
Delaware or which are delegated to him or her by the Manager, the Chairman of
the Board, or the Board. To the fullest extent permitted by law, he or she shall
have power to sign all contracts and other instruments of the Company which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Company. The Chief Executive Officer shall
perform the duties and exercise the powers of the Chairman of the Board in the
event of the Chairman of the Board's absence or disability.

              (c) President. The President shall have such powers and duties as
may be delegated to him or her by the Manager, the Chairman of the Board, the
Board, or the Chief Executive Officer. The President shall perform the duties
and exercise the powers of the Chief Executive Officer in the event of the Chief
Executive Officer's absence or disability.

              (d) Vice President. Each Vice President shall have such powers and
duties as may be delegated to him or her by the Manager, the Chairman of the
Board, the Board, or the Chief Executive Officer.

              (e) Chief Financial Officer. The Chief Financial Officer shall
have responsibility for maintaining the financial records of the Company. He or
she shall render from time to time an account of all such transactions and of
the financial condition of the Company. The Chief Financial Officer shall also
perform such other duties as the Manager, the Board, or the Chief Executive
Officer may from time to time prescribe.

              (f) Treasurer. The Treasurer shall have the responsibility for
investments and disbursements of the funds of the Company as are authorized and
shall render from time to time an account of all such transactions. The
Treasurer shall also perform such other duties as the Manager, the Board, or the
Chief Executive Officer may from time to time prescribe.

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