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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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agreed by the Consultant and the CEO, sufficient to enable the Consultant to
obtain benefits comparable to those no longer provided by CCI.

     3.3 Expenses. The Consultant shall be entitled to receive reimbursement for
all reasonable out-of-pocket expenses incurred by the Consultant in the
performance of his duties hereunder, provided that such expenses are incurred
and accounted for in accordance with the policies and procedures established by

     3.4 Other Benefits. At the Consultant's request, CCI shall provide to the
Consultant an office at its principal offices and secretarial services.

4.   Indemnification. CCI agrees to indemnify and hold harmless to the maximum
extent permitted by law the Consultant from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by the Consultant of his duties as a Consultant or director of CCI
or any of its affiliates and any activities engaged in by the Consultant on
behalf of CCI or any of its affiliates or as a Consultant or director of CCI or
any of the foregoing, which the Consultant believed in good faith to be within
the scope of such duties.

5.   Termination.

     5.1 Termination. At any time, either CCI or the Consultant may terminate
this Agreement for any reason, by giving thirty (30) days advance written notice
to the other party.

     5.2 Effect of Termination. In the event of a termination of this Agreement
pursuant to Section 5.1, CCI shall pay the Consultant an amount equal to the
aggregate compensation due the Consultant during the remainder of the Initial

6.   Notices. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be sufficiently given if delivered
in person or transmitted by telecopy or similar means of recorded electronic
communication to the relevant party as follows:

                    (a) in the case of the Consultant, to the address set forth
               opposite his name on the signature page hereto, with a copy to:

                        Paul, Hastings, Janofsky & Walker LLP
                        399 Park Avenue
                        New York, NY  10022
                        Attention: Daniel G. Bergstein, Esq.
                        Telecopy: (212) 319-4090;