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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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least sixty (60) days prior to the expiration of the Initial Term or any Renewal
Term, as the case may be, of this Agreement, under this Section 2.

3.   Consideration for Consulting Services.

     3.1 Cash Compensation. During the Initial Term of this Agreement , CCI
shall pay the Consultant annual compensation at the rate of sixty thousand
dollars ($60,000) or such higher rate as may from time to time be determined by
the CEO in his discretion, which shall be payable in equal monthly installments
on the first day of each month. During any Renewal Term, CCI shall pay the
Consultant annual compensation at a rate to be determined by the CEO, but in no
event shall the annual compensation during a Renewal Term be less than sixty
thousand dollars ($60,000).

     3.2 Benefit Plans. To the extent permitted by applicable law and the
documents governing the plans referred to in this sentence, the Consultant shall
be entitled to participate in any disability and health insurance plan of CCI.
In the event the Company is prohibited by applicable law or the terms of the
plan documents referred to above from such insurance, CCI shall pay an amount to
the Consultant, as mutually 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
CCI.

     3.4 Other Benefits. CCI shall continue to maintain an office in Bonne
Terre, Missouri for the Consultant's use and CCI shall pay for one full-time
secretary to be employed in such office. In addition, at the Consultant's
request, CCI shall provide to the Consultant an office at its principal offices.
The Board of Directors of CCI may, in its discretion, grant to Consultant
options to purchase common stock or other equity interests of CCI or any of its
affiliates.

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.


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