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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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                                                                Exhibit 10.16(d)

October __, 1999

Mr. Barry L. Babcock
760 Kent Road
St. Louis, MO 63124

Re:      Termination of Employment Agreement

Dear Mr. Babcock:

                  This letter agreement will set forth the terms pursuant to
which the Employment Agreement (the "Employment Agreement") dated December 23,
1998, between you and Charter Communications, Inc. (now known as Charter
Investment, Inc. ("CII")) will be terminated.

                  1. Termination and Severance. CII and you agree that, except
as provided herein, the Employment Agreement shall terminate and no longer be of
any force or effect and your execution of this letter agreement shall constitute
your resignation as Vice Chairman of CII and from all other positions as a
director, officer or employee of an affiliated entity of CII. In consideration
for the termination of the Employment Agreement, CII will pay you an amount
equal to the sum of your base salary for the period from the date hereof until
the end of the Initial Term (as defined in the Employment Agreement) and a bonus
in the amount of $312,500.

                  2. Options. Charter Communications, Inc. ("CCI"), CII, Charter
Communications Holding Company, LLC ("Charter Holdco") and you (i) agree that in
light of the Consulting Agreement (the "Consulting Agreement") entered
 into by
you and CCI pursuant to which you will provide consulting services to CCI, the
termination of the Employment Agreement shall not constitute an event of
termination for purposes of Section 6 of the Charter HoldCo 1999 Option Plan
(the "Plan") and (ii) all unvested Options (as defined in the Plan) held by you
as of the date hereof shall vest immediately.

                  3. Indemnification.  As provided in the Consulting Agreement,
CCI has agreed to indemnify you and hold you harmless to the maximum extent
permitted by law from and against any claims, damages, liabilities, losses,
costs or expenses in