SEPARATION AGREEMENT AND RELEASE FOR SUE HAMILTON

This Separation Agreement and Release (this “Agreement”) is entered into between Charter Communications, Inc. (the “Company” or “Charter”) and me, Sue Hamilton, as a condition to my receiving payments pursuant to my Employment Agreement with Charter dated as of October 31, 2005 (the “Employment Agreement”) in connection with the termination of my employment with Charter as of March 31, 2007 (the “Termination Date”). The Company and I hereby agree as follows:

(a)   Payments And Benefits Payable Per The Employment Agreement: Provided I am not terminated for breach of the terms of this agreement or of my Employment Agreement prior thereto, I shall remain employed by Charter pursuant to the terms of my Employment Agreement until the Termination Date; I shall receive salary at my current annual rate of $385,000 in biweekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior to my execution of this Agreement to be paid on the first payday after all conditions in Section 5.6 of the Employment Agreement are satisfied); I shall continue to receive all benefits I was receiving as of December 31, 2006, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child care flex spending accounts I have previously selected, all until the Termination Date; provided that I will cease to incur deductions or make contributions to the Charter PAC as of December 31, 2006; and further provided that I shall only be required to provide services to Charter as provided in section “f” hereof; and finally provided that I may seek and/or accept other employment during such period. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section “b” hereof (and the failure to revoke same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of the requirements of Section 5.5.1 of the Employment Agreement and any other claim I may hold against Charter or its employees:

(i)     The base salary that would have been paid to me, calculated at the current annual rate of $385,000.00 per annum, from the date my employment is terminated through March 31, 2008 (the “Separation Term”); provided that the total of all such payments shall not exceed, in the aggregate, the gross amount of $385,000.00. Subject to the provisions of Section 5.6 of the Employment Agreement, this amount (the “Separation Payment”) will be paid over the Separation Term in equal bi weekly installments on the Company’s regular pay days for executives, commencing with the first payday after all conditions in Section 5.6 of the Employment Agreement are satisfied; provided that , in order to avoid the tax consequences of Section 409A of

(ii)   The amount of any and all incentive and/or performance bonus compensation for 2006, without proration, and a pro rata amount of incentive and/or performance bonus compensations for 2007, if and to the extent such bonuses are otherwise payable under the terms of the applicable bonus plan as determined by the Board, based upon results for the entire years of 2006 and 2007, as applicable. These amounts will be payable as and when bonus compensation under such plan for the year in question is paid to other participants generally but not later than March 15, 2007 for the 2006 bonus or March 15, 2008 for the 2007 bonus, and will not be subject to any deduction or adjustment that is not similar and proportionate to those made to bonuses paid to other senior executives. The Board shall determine the amount of any such bonus and/or the extent to which any such bonus has been earned under the plan, in its sole discretion, considering results for the entire year and not just the period of my employment;

(iii)   A lump sum payment (net after deduction of taxes and other required withholdings) equal to twelve (12) times the monthly cost, at the time my employment is terminated, for me to receive under COBRA the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company’s cost at the time my employment is terminated. This amount will be paid on the day after the last day of the Initial Payment Period, and will not take into account future increases in costs during the applicable time period;

(iv)   To the extent authorized and permitted by the terms of the applicable plan, any stock options previously awarded to me will continue to vest, and any restricted stock previously awarded to me shall have their restrictions lapse, both as called for under such plan for the Separation Term, in accordance with the schedule attached hereto as Schedule A . This Separation Term qualifies, in the case of a payment under Section 5.5.1 of the Employment Agreement, as the period of time during which I am receiving severance for purposes of Section 5.4 of the Charter Communications, Inc. 2001 Stock Incentive Plan, as amended, and any applicable stock option or restricted stock agreement signed pursuant to a grant under such plan (and the payment specified in Section 5.5.1 (a) of the Employment Agreement qualifies as “severance” for purposes of Section 5.4 of the Charter Communications, Inc. 2001 Stock Incentive Plan). Notwithstanding the foregoing, no stock option shall remain

exercisable beyond the latest date on which the term of the stock option could be extended without causing the stock option to be treated as deferred compensation subject to Section 409A of the Internal Revenue Code.

These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he survives me and, if not, then to my estate.

I acknowledge I have received my wages per the terms of my Employment Agreement for all time worked through and ending December 31, 2006, and I will received with my first severance payment cash payout of 144 hours of accrued and unused vacation calculated as of March 31, 2007 at my rate of base salary in effect as of December 31, 2006. I acknowledge receiving payment of the amounts specified in this paragraph by my signature on this Agreement.

(b)   Complete Release : I hereby understand and agree to the termination of all offices, directorships, manager positions and other similar offices I hold with Charter or any of its subsidiaries or related or affiliated corporations, limited liability companies and partnerships effective the close of business December 31, 2006 and all employment by Charter effective the close of business on March 31, 2007. In consideration for the payments I am to receive hereunder, I unconditionally and irrevocably release, waive and give up any and all known and unknown claims, lawsuits and causes of action, if any, that I now may have or hold against Charter, its current and former parents, plans, subsidiaries, and related or affiliated corporations, ventures, limited liability companies and partnerships, and their respective current and former employees, directors, fiduciaries, administrators, insurers, members, managers, partners, and agents and related parties, in any way arising out of, in connection with or based upon (i) any event or fact that has occurred prior to the date I sign this Agreement, (ii) my employment with Charter and/or any of its subsidiaries or affiliates to date and any event or occurrence occurring during such employment, (iii) the termination of my employment, (iv) any breach of the Employment Agreement, (v) any claim to payment under or from Charter’s 2005 Executive Cash Award Plan or for salary, bonus, stock options or restricted shares other than as specifically granted pursuant to this Agreement; or (vi) any decision, promise, agreement, statement, policy, practice, act or conduct prior to this date of or by any person or entity I am releasing, and from any claims, lawsuits. I understand that this means that, subject to the limitations described below, I am releasing Charter and such other persons and entities from, and may not bring claims against any of them under (a) Title VII of the Civil Rights Act of 1964 or Sections 1981 and 1983 of the Civil Rights Act of 1866,

which prohibit discrimination based on race, color, national origin, ancestry, religion, or sex; (b) the Age Discrimination in Employment Act, which prohibits discrimination based on age; (c) the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; (d) the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; (e) the WARN Act, which requires that advance notice be given of certain workforce reductions or the Missouri Human Rights Act, chapter 213, R.S. Mo