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                                                                   Exhibit 10.50


                                                                  EXECUTION COPY

                          UNITED STATES DISTRICT COURT
                          EASTERN DISTRICT OF MISSOURI
                                EASTERN DIVISION

ARTHUR J. COHN, Derivatively on Behalf of
Nominal Defendant CHARTER
COMMUNICATIONS, INC.,

                                   Plaintiffs,

      v.

RONALD L. NELSON, PAUL G. ALLEN,                No. 4:03-CV-00177-ERW
MARC B. NATHANSON, NANCY B.
PERETSMAN, WILLIAM D. SAVOY, JOHN H.
TORY, CARL E. VOGEL, and LARRY W.
WANGBERG,

                                   Defendants,
and

CHARTER COMMUNICATIONS, INC.,

                               Nominal Defendant.

                            STIPULATION OF SETTLEMENT

      This Stipulation of Settlement (the "Stipulation"), dated as of January
24, 2005, is made and entered into by and among the following parties, by and
through their respective counsel of record: (1) the Settling Derivative
Plaintiffs (as defined below), on behalf of themselves and derivatively on
behalf of Charter Communications, Inc. ("Charter" or the "Company," as defined
below); (2) the Settling Derivative Defendants (as defined below); and (3)
Arthur Andersen LLP (as defined below, "Andersen") (collectively, and as defined
below, the "Settling Derivative Parties"). The Settlement set forth in this
Stipulation (the

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"Settlement") is intended by the Settling Derivative Parties to fully, finally
and forever resolve, discharge and settle the Released Claims (as defined
below), upon and subject to the terms and conditions hereof.

I.    THE DERIVATIVE ACTIONS AND RELATED LITIGATION

      1.    BACKGROUND

      Charter is a broadband communications company. The Company provides analog
video, digital video, cable modem, and telephony services to more than 6 million
customers residing in 37 different states. Charter is headquartered in St.
Louis, Missouri. Andersen served as Charter's outside auditor for fiscal years
1999-2001.

      On July 18, 2002, a Merrill Lynch analyst issued a report that questioned
several of Charter's accounting practices, including the capitalization of
certain customer service representative costs. The following day, the price of
Charter's common stock declined from $4.06 per share to $3.50 per share.

      On August 16, 2002, Charter announced that the U.S. Attorney's Office for
the Eastern District of Missouri had initiated a grand jury investigation into
certain of Charter's operations. The day after this announcement, the price of
Charter's common stock declined from $2.71 per share to $2.53 per share.

      On April 1, 2003, Charter announced that it was restating its financial
reports for 2000 and 2001, and the first three quarters of 2002.

      On July 24, 2003, a Grand Jury indicted David G. Barford, Kent Kalkwarf,
David L. McCall, and James H. Smith, III for a conspiracy allegedly carried out
from May 2001 through March 2002 to inflate Charter's subscriber numbers and
subscriber growth numbers. It further charged Messrs. Barford and Kalkwarf with
causing Charter to enter into allegedly sham agreements with Scientific-Atlanta,
Inc. ("Scientific-Atlanta") and Motorola, Inc. ("Motorola") in the Fall of 2000.
Messrs. McCall, Barford, Smith, and Kalkwarf pled guilty to one count of
conspiracy to commit wire fraud.

      On July 27, 2004, the Securities and Exchange Commission ("SEC") filed an
Order Instituting Cease-And-Desist Proceedings, Makings Findings, And Imposing A
Cease-And-Desist Order Pursuant to Section 21C of the Securities Exchange Act of
1934 (the "SEC Order") on the consent of Charter, which neither admitted nor
denied the allegations therein, regarding certain subscriber count practices and
accounting for certain agreements with Motorola and Scientific-Atlanta. The SEC
Order did not allege any wrongdoing regarding Charter's accounting, except with
respect to the agreements with Motorola and Scientific-Atlanta.

      2.    THE DERIVATIVE ACTIONS

      On or after September 12, 2002, three shareholder derivative actions were
filed in the Circuit Court for the City of St. Louis (the "State Court"),
captioned Kenneth Stacey, Derivatively on Behalf of Nominal Defendant Charter
Communications, Inc. v. Ronald L.

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Nelson, et al., and Charter Communications, Inc., No. 022-10625, Aaron Cane,
Derivatively on behalf of Nominal Defendant Charter Communications, Inc., v.
Ronald L. Nelson, et al., and Charter Communications, Inc., No. 022-11450, and
Thomas Schimmel v. Paul Allen, et al., and Charter Communications, Inc., No.
044-00858 (the "State Court Derivative Actions"). On December 17, 2002, the
Court granted Stacey and Cane's motion to: (1) consolidate the State Court
Derivative Actions; and (2) appoint Schiffrin & Barroway, LLP, as Lead Counsel
in the State Court Derivative Actions.

      On February 12, 2003, a shareholder derivative action was filed in the
United States District Court for the Eastern District of Missouri, captioned
Arthur J. Cohn, Derivatively on behalf of Nominal Defendant Charter
Communications, Inc. v. Ronald L. Nelson, et al., and Charter Communications,
Inc., Case No. 4:03CV00177 ERW (the "Federal Court Derivative Action," and
together with the State Court Derivative Actions, the "Derivative Actions").

      The Complaints in the Derivative Actions named as defendants the following
former and/or current officers and members of Charter's Board of Directors:
Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William
D. Savoy, John H. Tory, Carl E. Vogel, and Larry W. Wangberg. The Complaints in
the State Court Derivative Actions also named Andersen as a defendant.
Generally, Plaintiffs in the Derivative Actions alleged that the Charter Board
of Directors breached fiduciary duties owed to Charter and its shareholders by,
among other things, causing or allowing the Company to disseminate to the market
materially misleading inaccurate information, placing their own personal
interests above the Company's, failing to prevent the Company and its officers
and directors from committing acts which would, and did, injure the Company, and
failing to establish and maintain adequate internal accounting controls at the
Company.

      By agreement of all the parties, all formal proceedings in the Derivative
Actions were voluntarily stayed pending resolution of Motions to Dismiss in the
Class Action (as defined below).

      3.    THE CLASS ACTION

      On or after July 31, 2002, fourteen federal securities class action
complaints, including StoneRidge Investment Partners LLC v. Charter
Communications, Inc., No. 4:02-CV-1186 CAS, were filed against Charter and
various other defendants, including Paul G. Allen, Jerald L. Kent, Carl E.
Vogel, Kent Kalkwarf, David G. Barford, Paul E. Martin, David L. McCall, Bill
Shreffler, Chris Fenger, James H. Smith III, Scientific-Atlanta, Motorola, and
Andersen. These complaints were consolidated, pursuant to order of the
Multi-District Litigation Panel, in the U.S. District Court for the Eastern
District of Missouri, and captioned In re Charter Communications, Inc.
Securities Litigation, MDL Docket No. 1506 (CAS) (the "Class Action").

      By Order dated April 16, 2003, the Court appointed StoneRidge Investment
Partners, LLC as lead plaintiff (hereinafter "Class Action Plaintiff"), and
appointed Pomerantz Haudek Block Grossman & Gross LLP as lead counsel
(hereinafter "Class Action Plaintiff's Counsel").

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      Class Action Plaintiff filed an Amended Consolidated Class Action
Complaint (the "Class Action Complaint") on August 5, 2003. The Class Action
Complaint asserted claims against Charter, various individual defendants,
Andersen, Scientific-Atlanta, and Motorola for alleged violations of sections
10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder, and sections 11, 12, and 15 of the Securities Act of
1933. The Class Action Complaint sought recovery for purchasers of Charter
common stock during the period of November 8, 1999 through July 17, 2002, and
damages through August 16, 2002.

      On August 26, 2003, Charter filed a Motion to Dismiss the Class Action,
which Class Action Plaintiff opposed. Other defendants in the Class Action filed
Motions to Dismiss between September 8, 2003 to October 17, 2003, which the
Class Action Plaintiff also opposed. The hearing on these Motions to Dismiss has
been taken off-calendar in light of the Settlement of the Class Action.

      By Memorandum Decision dated October 12, 2004, the Honorable Charles A.
Shaw denied the Motion to Dismiss the Amended Complaint against Andersen, but
granted the Motions to Dismiss by Scientific-Atlantic and Motorola. Class Action
Plaintiff filed a motion for reconsideration on October 26, 2004, which was
denied on December 20, 2004. Class Action Plaintiff has appealed this decision.

      4.    SETTLEMENT NEGOTIATIONS AND MEDIATION

      In or around March 2004, Settling Derivative Plaintiffs and their counsel
agreed to coordinate their litigation efforts going forward. At approximately
this same time, Derivative Settlement Counsel began a dialogue with counsel for
the Settling Derivative Defendants regarding the possible settlement of the
Derivative Actions. These discussions, which commenced in or around April 2004,
lasted throughout the Summer of 2004. During the course of these discussions,
the Settling Derivative Parties exchanged certain non-public information with
each other. Thereafter, on August 2, 2004, the Settling Derivative Parties
(except Andersen) participated in a joint mediation session with the Settling
Class Action Parties (except Andersen). The Honorable Edward A. Infante (Ret.)
presided over this joint mediation, which occurred after extensive briefing of
Judge Infante by the Settling Class Action Parties and the Settling Derivative
Parties. At the August 2, 2004 mediation, all settling parties and Judge Infante
discussed, among other things, the respective claims and defenses, expert
damages analyses, legal analyses, the discovery and motion practice conducted
and expected to be conducted in the Class Action and the Derivative Actions, the
evidence expected to be offered by the parties at trial, and other important
factual and legal issues and matters relating to the merits of the Class Action
and the Derivative Actions.

      The Settling Derivative Plaintiffs and the Settling Derivative Defendants
were able to reach an agreement in principle following the August 2, 2004
mediation, which was memorialized in a Memorandum of Understanding (the "MOU")
dated August 5, 2004. The substance of the MOU is reflected in and superseded by
this Stipulation. Also on August 5, 2004, the Settling Class Action Parties
agreed to a Memorandum of Understanding regarding settlement of the Class
Action.

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      Subsequent to the Court's October 12, 2004 decision, negotiations took
place between the Class Action Plaintiff and Andersen that resulted in an
agreement to settle all claims and potential claims in the Class Action and
Derivative Actions against Andersen.

      Concurrently with the submission of this Stipulation, the Settling Class
Action Parties will submit Stipulations of Settlement for the Class Action to
the Court, dated as of January 24, 2005, and attached hereto as Exhibit A
(without exhibits). The Class Action Settlement is conditioned, among other
things, upon this Settlement being approved by the Court, a Judgment being
entered that becomes Final, and the dismissal of each of the Derivative Actions
with prejudice.

      5.    DISCOVERY, INVESTIGATION, AND RESEARCH CONDUCTED BY DERIVATIVE
            PLAINTIFFS

      Derivative Settlement Counsel (as defined below) has conducted a thorough
investigation of the facts and legal issues associated with the prosecution and
Settlement of the Derivative Actions. This discovery and investigation has
included, inter alia: (1) the retention of a private investigator to assist in
ascertaining the nature of the relationships among the Defendants; (2)
consultations with various experts, including a corporate governance expert; (3)
a comprehensive review of Charter's public filings, annual reports, and other
public statements; (4) research into the applicable law with respect to the
claims asserted in the Derivative Actions and the potential defenses thereto;
(5) inspection of tens of thousands pages of documents produced by Settling
Derivative Defendants pursuant to agreement reached during the August 2, 2004
mediation and in the MOU; and (6) participation in various interviews with
current and former Charter employees and a current member of Charter's Board of
Directors.

II.   CLAIMS OF THE SETTLING DERIVATIVE PLAINTIFFS AND BENEFITS OF SETTLEMENT

      The Settling Derivative Plaintiffs believe that the claims asserted in the
Derivative Actions have merit and that the evidence developed to date in the
Derivative Actions supports the claims asserted. The Settling Derivative
Plaintiffs assert and believe they would present supporting evidence at trial,
that the Charter Board of Directors breached fiduciary duties owed to Charter
and its shareholders by, among other things, causing or allowing the Company to
disseminate to the market materially misleading inaccurate information through
public statements, placing their own personal interests above the Company's,
failing to prevent the Company and its officers and directors from committing
acts which would, and did, injure the Company, and failing to establish and
maintain adequate internal accounting controls at the Company, and failing to
adequately supervise Company personnel in the performance of duties relating to,
among other things, the public disclosures of the Company, the accounting of
certain transactions, including those relating to the purchase of set top boxes
from third party suppliers and related party transactions, including those
referenced in the Company's public disclosures.

      However, Derivative Settlement Counsel recognize and acknowledge the
expense and length of continued proceedings, trial, and appeals. Derivative
Settlement Counsel also has taken into account the uncertain outcome and the
risk of any litigation, especially in

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complex actions such as the Derivative Actions, as Derivative Settlement Counsel
are also mindful of the inherent problems of proof under and possible defenses
to the claims asserted in the Derivative Actions, including the defenses
asserted by the Settling Derivative Defendants and Andersen during the
litigation, in settlement negotiations, and in the mediation proceedings.

      In light of the foregoing, Derivative Settlement Counsel believe that the
Settlement set forth in this Stipulation confers substantial benefits upon
Charter. Based on its evaluation, and its substantial experience in this area of
the law, Derivative Settlement Counsel has determined that the Settlement set
forth in the Stipulation is in the best interests of the Settling Derivative
Plaintiffs and Charter.

III.  SETTLING DERIVATIVE DEFENDANTS' AND ANDERSEN'S STATEMENT AND DENIALS OF
      WRONGDOING AND LIABILITY

      The Settling Derivative Defendants and Andersen have denied and continue
to deny each and all of the claims and contentions alleged by the Settling
Derivative Plaintiffs. The Settling Derivative Defendants and Andersen assert
that their conduct was proper and that there was no breach of fiduciary or other
duties, deny any liability or wrongdoing whatsoever, including, but not limited
to, each of the allegations asserted in the Derivative Actions, assert that the
Derivative Actions are subject to a number of procedural defenses, and further
assert that Charter has not sustained any damages as a result thereof. Settling
Derivative Defendants and Andersen have further asserted, and continue to
assert, that at all relevant times, they acted in good faith, and in a manner
they reasonably believed to be in the best interests of Charter and its
shareholders.

      Nonetheless, the Settling Derivative Defendants and Andersen have
concluded that further conduct of the Derivative Actions would be protracted and
expensive, and that it is desirable that the Derivative Actions be fully and
finally settled in the manner and upon the terms and conditions set forth in
this Stipulation in order to limit further expense, inconvenience and
distraction, to dispose of the burden of protracted litigation, and (on the part
of the Settling Derivative Defendants) to permit the operation of the Company's
business without further distraction and diversion of the Company's executive
personnel with respect to matters at issue in the Derivative Actions. The
Settling Derivative Defendants and Andersen also have taken into account the
uncertainty and risks inherent in any litigation, especially in complex cases
like this litigation.

      The Settling Derivative Defendants and Andersen have, therefore,
determined that it is desirable and beneficial to them that the Derivative
Actions be settled in the manner and upon the terms and conditions set forth in
this Stipulation. The Settling Derivative Defendants and Andersen enter into
this Stipulation and Settlement without in any way acknowledging any fault,
liability, or wrongdoing of any kind. There has been no adverse determination by
any court against any of the Settling Derivative Defendants or Andersen on the
merits of the claims asserted by the Settling Derivative Plaintiffs. Neither
this Stipulation, nor any of its terms or provisions, nor any of the
negotiations or proceedings connected with it, shall be construed as an
admission or concession by any of the Settling Derivative Defendants or Andersen
of the merit or truth of any of the allegations or wrongdoing of any kind on the
part of any of the Settling Derivative Defendants or

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Andersen. The Settling Derivative Defendants and Andersen enter into this
Stipulation and Settlement based upon, among other things, the parties'
agreement herein that, to the fullest extent permitted by law, neither this
Stipulation nor any of the terms or provisions, nor any of the negotiations or
proceedings connected therewith, shall be offered as evidence in the Derivative
Actions or in any pending or future civil, criminal, or administrative action or
other proceeding to establish any liability or admission by any of the Settling
Derivative Defendants or Andersen, or to any of their respective Related
Entities, or any other matter adverse to any of the Settling Derivative
Defendants or Andersen, or any of their respective Related Entities, except as
expressly set forth herein.

IV.   TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

      NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the
Settling Derivative Plaintiffs, the Settling Derivative Defendants, and Andersen
by and through their respective counsel of record, that, subject to the approval
of the Court, the Derivative Actions and the Released Claims shall be finally
and fully compromised, settled, and released, and the Derivative Actions shall
be dismissed with prejudice, upon and subject to the terms and conditions of the
Stipulation, as follows:

      1.    DEFINITIONS

      As used in the Stipulation the following terms have the meanings specified
below:

      1.1 "Andersen" shall mean Defendant Arthur Andersen LLP, AWSC Societe
Cooperative, en liquidation, and all of their past and present member firms, and
all of their respective current and former partners, members, principals,
participating principals, national directors, managing or other agents,
management personnel, officers, directors, shareholders, administrators,
servants, employees, consultants, advisors, insurers, reinsurers, attorneys,
accountants, representatives, parent companies, subsidiaries, related entities,
divisions, affiliates, predecessors, successors and assigns, along with the
heirs, spouses, executors, administrators, insurers, reinsurers,
representatives, estates, successors and assigns of any such persons or
entities.

      1.2 "Class Action Settlement Cash" shall mean the principal amount of
$66.25 million in cash to be paid for and on behalf of the Settling Class Action
Defendants pursuant to the settlement of the Class Action.

      1.3 "Company" or "Charter" shall mean defendant Charter Communications,
Inc., a Delaware corporation, and all of its predecessors, successors, present
and former parents, subsidiaries, divisions, and related or affiliated entities.

      1.4 "Current Charter Shareholders" shall mean all record and/or beneficial
owners of Charter common stock as of January 24, 2005.

      1.5 "Derivative Plaintiffs' Counsel" shall mean all counsel of record who
entered an appearance in the Derivative Actions.

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      1.6 "Derivative Settlement Counsel" shall mean Wechsler Harwood LLP and
Schiffrin & Barroway, LLP.

      1.7 "Effective Date" shall mean the first date by which all of the events
and conditions specified in Section IV, 6.2(a)-(i) of the Stipulation have
been met and have occurred.

      1.8 "Final" shall mean, with respect to the Judgment, the stipulated
judgment dismissing with prejudice the State Court Derivative Actions, or the
judgment(s) entered dismissing the Class Action with prejudice (collectively,
the "Judgments"), that one of the following events has occurred: (1) the time
for appealing the Judgments has expired; (2) following a final affirmance on
appeal of the Judgments, the time to seek further discretionary review
(including, without limitation, from the United States Supreme Court) has
expired, or if discretionary review is allowed, such discretionary review
proceedings are subsequently dismissed with prejudice or the Judgments are
finally affirmed on discretionary review; or (3) following a final dismissal of
an appeal from the Judgments, the time to seek further discretionary review
(including, without limitation, from the United States Supreme Court) has
expired, or if discretionary review is allowed, such discretionary review
proceedings are subsequently dismissed with prejudice or the dismissal being
challenged is itself finally affirmed on discretionary review. Any proceeding or
order, or any appeal or appeal for a writ of certiorari pertaining solely to any
plan of allocation and/or application for attorneys' fees, costs or expenses,
shall not in any way delay or preclude the Judgments from becoming Final.

      1.9 "Judgment" shall mean the judgment to be rendered by the Court
dismissing the Federal Court Derivative Action with prejudice, substantially in
the form and content attached hereto as Exhibit B.

      1.10 "Payment to Underwriters" shall mean Charter's issuance to the Law
Firm of Hanson Peter Nye, for the benefit of Underwriters, shares of Charter
Class A common stock having an aggregate value of $5 million, in accordance with
the Underwriters Agreement. These shares shall be issued pursuant to section
3(a)(10) of the Securities Act of 1933 (the "Securities Act") and shall not
constitute "restricted securities."

      1.11 "Person" shall mean an individual, corporation (including all
divisions and subsidiaries), partnership, limited partnership, association,
joint stock company, estate, legal representative, trust, unincorporated
association, government or any political subdivision or agency thereof, and any
business or legal entity and their spouses, heirs, predecessors, successors,
representatives, and assigns.

      1.12 "Released Claims" shall collectively mean all claims (including
"Unknown Claims" as defined in 1.21 below, but excluding the claims listed in
4.5 below), demands, rights, liabilities and causes of action of every nature
and description whatsoever, known or unknown, whether in contract, tort, equity
or otherwise, whether or not concealed or hidden, asserted or that might have
been asserted in this or any other forum or proceeding, including, without
limitation, claims for negligence, negligent supervision, gross negligence,
indemnification, breach of duty of care and/or breach of duty of loyalty, fraud,
misrepresentation, breach of fiduciary duty, negligent misrepresentation, unfair

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competition, insider trading, professional negligence, mismanagement, corporate
waste, breach of contract, or violations of any state or federal statutes, rules
or regulations, including but not limited to any claims that arise from or
relate to the matters or occurrences that were or could have been alleged in the
Derivative Actions, or any claims related to the public disclosures or the
transactions referenced therein, however described, through and including the
period of time from the alleged date of the commencement of the class period (as
set forth in the Class Action Settlement) until the date of the execution of
this Stipulation by Settling Derivative Plaintiffs against the Released
Derivative Parties (as defined in 1.13 below) which have been or could have
been alleged in any of the Derivative Actions up through and including the date
of this Stipulation is signed.

      1.13 "Released Derivative Parties" shall mean each and every one of the
following: the Settling Derivative Defendants and all entities owned, affiliated
or controlled by them, all current and former Charter directors and officers and
each of their respective agents, employees, consultants, insurers, attorneys,
advisors, successors, heirs, assigns, executors, personal representatives,
marital communities and immediate families, and Andersen.

      1.14 "Settling Class Action Defendants" shall mean Charter, Paul G. Allen,
Jerald L. Kent, Carl E. Vogel, Kent Kalkwarf, David G. Barford, Paul E. Martin,
David L. McCall, Bill Shreffler, Chris Fenger, James H. Smith III, and Andersen
(to the extent the Court approves the Settlement with Andersen in the Class
Action (the "Andersen Settlement") and the Andersen Settlement becomes Final
pursuant to its terms).

      1.15 "Settling Class Action Parties" shall mean Class Action Plaintiff and
Settling Class Action Defendants.

      1.16 "Settling Derivative Defendants" shall mean Ronald L. Nelson, Paul G.
Allen, Marc B. Nathanson, Nancy B. Peretsman, William D. Savoy, John H. Tory,
Carl E. Vogel, and Larry W. Wangberg.

      1.17 "Settling Derivative Parties" shall mean Settling Derivative
Defendants, Andersen, and Settling Derivative Plaintiffs.

      1.18 "Settling Derivative Plaintiffs" shall mean Arthur J. Cohn, Kenneth
Stacey, Aaron Cane, and Thomas Schimmel, on behalf of themselves and
derivatively on behalf of Charter.

      1.19 "Underwriters" shall mean Certain Underwriters of Lloyds' of London.

      1.20 "Underwriters Agreement" shall mean the Settlement Agreement and
Mutual Release executed by Charter and Underwriters, dated as of January 24,
2005, and attached hereto as Exhibit C.

      1.21 "Unknown Claims" shall mean any Released Claims which the Settling
Derivative Plaintiffs do not know or suspect to exist in his, her or its favor
at the time of the release of the Released Derivative Parties which, if known by
him, her or it, might have affected his, her or its settlement with and release
of the Released Derivative Parties, or

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might have affected his, her or its decision not to object to, or opt out of,
this Settlement. With respect to any and all Released Claims, the Settling
Derivative Parties stipulate and agree that, upon the Effective Date, the
Settling Derivative Plaintiffs expressly waive and relinquish, and by operation
of the Judgment shall have expressly waived and relinquished, to the fullest
extent permitted by law, the provisions, rights, and benefits of Section 1542 of
the California Civil Code, which provides:

      A general release does not extend to claims which the creditor does not
      know or suspect to exist in his favor at the time of executing the
      release, which if known by him must have materially affected his
      settlement with the debtor.

      The Settling Derivative Plaintiffs expressly waive, and upon the Effective
Date and by operation of the Judgment shall have waived any and all provisions,
rights and benefits conferred by any law of the United States or of any state or
territory of the United States, or principle of common law, which is similar,
comparable or equivalent to Section 1542 of the California Civil Code. The
Settling Derivative Plaintiffs may hereafter discover facts in addition to or
different from those which he, she or it now knows or believes to be true with
respect to the subject matter of the Released Claims, but each of them hereby
stipulate and agree that the Settling Derivative Plaintiffs do settle and
release, upon the Effective Date and by operation of the Judgment shall have,
fully, finally, and forever settled and released any and all Released Claims,
known or unknown, suspected or unsuspected, contingent or non-contingent,
whether or not concealed or hidden, which now exist, or heretofore have existed
upon any theory of law or equity now existing or coming into existence in the
future, including, but not limited to, conduct which is negligent, intentional,
with or without malice, or a breach of any duty, law or rule, without regard to
the subsequent discovery or existence of such different or additional facts. The
Settling Derivative Parties acknowledge that the foregoing waiver was bargained
for and a key element of the Settlement of which this release is a part.

      2.    THE SETTLEMENT CONSIDERATION

      2.1. In full and final settlement of all claims asserted or referred to in
the Derivative Actions, and all claims that have been or could be asserted
against the Settling Derivative Defendants in the Derivative Actions, the
Settling Derivative Defendants have agreed to substantially strengthen the
Company's internal controls, processes and procedures through the adoption (in
the Company's bylaws, where appropriate) of a new set for corporate governance
principles, which are attached hereto as Exhibit D. In addition, Andersen has
provided to the Company a release of potential claims against the Company, as
set forth in 4.4 below, thereby enabling the Company to avoid the risk and
cost of further litigation and to resolve fully and finally the matters at issue
in the Derivative Actions and the Class Action.

      2.2. In addition to the substantial corporate governance changes and
releases obtained, as a result of the initiation and prosecution of the
Derivative Actions, participation in the Mediation, and the subsequent
settlement of the Derivative Actions, the Settling Derivative Plaintiffs have
helped to confer substantial financial benefits upon Charter, including: (1)
helping to preserve and advance payment to Charter of funds from Charter's
insurers for payment of defense costs that otherwise may have been borne by
Charter and in

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connection with the resolution of the Class Action; (2) helping to effectuate a
global resolution of actions pending against Charter through participation in
the mediation and settlement discussions; and (3) helping to ensure that the
settlement of the Class Action provided a possibility of a financial benefit to
the Company should the price of Charter stock increase above the valuation used
for purposes of pricing the equity portion of the consideration in the Class
Action settlement.

      2.3. The Company and its Board of Directors are satisfied that the
foregoing constitutes reasonably equivalent value for the dismissal of the
Derivative Actions with prejudice and the release of the Released Claims, and is
a fair, reasonable and adequate resolution of the Derivative Actions and the
Released Claims on the Company's behalf and is in the best interests of the
Company and the Company's shareholders.

      3.    NOTICE ORDER AND SETTLEMENT HEARING

      3.1. Promptly after execution of the Stipulation, but in no event later
than ten (10) days after the Stipulation is signed (unless such time is extended
by the written agreement of Settling Derivative Plaintiffs' Counsel and counsel
for the Settling Derivative Defendants), the Parties shall submit the
Stipulation together with its Exhibits to the Court and shall jointly apply for
entry of an order (the "Notice Order"), substantially in the form and content of
Exhibit E hereto, requesting preliminary approval of the Settlement set forth in
the Stipulation and approval for the mailing and publication of a Notice of
Pendency and Proposed Settlement of the Derivative Actions to Current Charter
Shareholders, which shall include the general terms of the Settlement set forth
in the Stipulation, the general terms of the Fee and Expense Application (as
defined below in 5.2), and the date of the Settlement Hearing (as defined
below in 3.2).

      3.2. The Settling Derivative Parties shall request that, after notice is
given, the Court hold a Hearing (the "Settlement Hearing") and finally approve
this Settlement as set forth herein. If approval is granted, and subject to
6.3 below, the Settling Derivative Parties agree that the State Court Derivative
Actions will be dismissed with prejudice pursuant to a stipulated judgment,
substantially in the form and content of Exhibit F.

      3.3. All costs of notice associated with the implementation of the
Settlement shall be paid out of the Class Action Settlement Cash paid by or on
behalf of the Settling Class Action Defendants in proportion to their
contribution thereto.

      4.    RELEASES

      4.1. Upon the Effective Date, except as set forth in 4.5 below, the
Settling Derivative Plaintiffs shall release, relinquish and discharge, and by
operation of the Judgment shall have, fully, finally, and forever released,
relinquished and discharged each and all of the Released Derivative Parties from
all Released Claims (including "Unknown Claims"), and from all claims (including
"Unknown Claims"), arising out of, relating to, or in connection with the
defense, or resolution of the Derivative Actions or the Released Claims. Claims
for violation of this Stipulation (including any exhibits) are preserved.

                                     - 11 -

<PAGE>

      4.2. Upon the Effective Date, each of the Settling Derivative Defendants
shall be deemed to have, and by operation of the Judgment shall have, fully,
finally, and forever released, relinquished and discharged the Settling
Derivative Plaintiffs and Derivative Plaintiffs' Counsel from the filing and
prosecution of any lawsuit or claim by the Settling Derivative Defendants based
on any claims (including "Unknown Claims") alleged or which could have been
alleged in the Derivative Actions against the Settling Derivative Plaintiffs or
Derivative Plaintiffs' Counsel arising out of, relating to, or in connection
with the commencement, prosecution, assertion or resolution of the Derivative
Actions or the Released Claims. Claims for violation of this Stipulation
(including any exhibits) are preserved.

      4.3. Upon the Effective Date, except as set forth in 4.5 below, the
Settling Derivative Defendants and Charter shall release, relinquish and
discharge, and by operation of the Judgment shall have, fully, finally, and
forever released, relinquished and discharged Andersen from all claims arising
out of, relating to, or in connection with the defense or resolution of the
Derivative Actions. Claims for violation of this Stipulation (including any
exhibits) are preserved.

      4.4. Upon the Effective Date, except as set forth in 4.5 below,
Andersen shall release, relinquish and discharge, and by operation of the
Judgment shall have, fully, finally, and forever released, relinquished and
discharged Charter, the Settling Derivative Defendants and all entities owned,
affiliated or controlled by them, all current and former Charter directors and
officers and each of their respective agents, employees, consultants, insurers,
attorneys, advisors, successors, heirs, assigns, executors, personal
representatives, marital communities and immediate families from all claims
arising out of, relating to, or in connection with the defense or resolution of
the Derivative Actions. Claims for violation of this Stipulation (including any
exhibits) are preserved.

      4.5. However, in an abundance of caution and to avoid any representation
to the contrary (but not to expand by implication the scope of this release),
nothing in this Stipulation or the Judgment shall constitute a release of any of
the following claims: (a) any claim between Charter and any current or former
Charter employee regarding indemnification, advancement, and/or recoupment of
fees, costs, and expenses; (b) any claim under state law between Charter and
David L. McCall relating to (without limitation) any allegation of self-dealing,
usurpation of corporate opportunities, fraud, or conversion in connection with
McCall's performance of his duties as an officer of Charter; or (c) any claim
regarding, relating to, or arising from, directly or indirectly, the "Equity
Put" dispute arising from the acquisition of the cable systems owned by Bresnan
Communications Company Limited Partnership in February 2000, as discussed on
pages 112-113 of Charter's 2004 10-K; provided, however, that this 4.5 shall
not affect the release of any claims brought derivatively on behalf of Charter,
as set forth in 4.1.

      4.6. Except as otherwise expressly provided for in this Stipulation, the
Settling Derivative Parties shall each bear their own respective attorneys'
fees, expenses and costs incurred in connection with the conduct and settlement
of the Derivative Actions, and the preparation, implementation and performance
of the terms of this Stipulation.

                                     - 12 -

<PAGE>

      5.    DERIVATIVE PLAINTIFFS' COUNSEL'S ATTORNEYS' FEES AND REIMBURSEMENT
            OF COSTS AND EXPENSES

      5.1. The Company recognizes and agrees that the actions taken or to be
taken in response to the Derivative Claims, including the corporate governance
provisions set forth in Exhibit D, have conferred substantial benefits on the
Company, and that Derivative Plaintiffs' Counsel therefore should be entitled to
a fee.

      5.2. The Settling Derivative Parties have agreed that an amount up to but
no greater than $2.25 million shall be paid to Derivative Plaintiffs' Counsel
from the Class Action Settlement Cash, subject to Court approval. Charter,
Andersen, and the Settling Derivative Defendants shall not otherwise be liable
for any fees or costs incurred by or awarded to Derivative Plaintiffs' Counsel.
Charter agrees that it will not oppose any application submitted in the Class
Action by Derivative Plaintiffs' Counsel for attorneys fees, costs and expenses
(the "Fee and Expense Application") up to $2.25 million.

      5.3. The attorneys' fees, expenses and costs, including the fees of
experts and consultants, as awarded by the Court (the "Fee and Expense Award"),
up to $2.25 million, shall be transferred to Derivative Settlement Counsel from
the Class Action Settlement Cash within five (5) business days after the Court
executes an order awarding such fees and expenses. In the event that the
Stipulation and the Settlement set forth herein or the Stipulation and the
Settlement in the Class Action do not become Final for any reason, or the
Judgment or the Order making the Fee and Expense Award is reversed or modified
on appeal, and in the event that the Fee and Expense Award has been paid to any
extent, then Derivative Plaintiffs' Counsel shall within five (5) business days
from the event which precludes the Effective Date from occurring or such
reversal or modification, refund to the Class Action Settlement Cash the fees,
expenses, costs and interest previously paid to it from the Class Action
Settlement Cash, including interest on any such amount at the average rate
earned on the Class Action Settlement Cash from the time of withdrawal until the
date of refund. Such refund shall be a joint obligation of the Derivative
Plaintiffs' Counsel. Derivative Plaintiffs' Counsel, as a condition of receiving
such fees and expenses, on behalf of themselves and each partner and/or
shareholder of them, agree that the law firms and their partners and/or
shareholders are subject to the jurisdiction of the Court for the purpose of
enforcing this 5.3 of the Stipulation. Without limitation, Derivative
Plaintiffs' Counsel's law firms and their partners and/or shareholders agree
that the Court may, upon application of Settling Derivative Defendants,
summarily issue orders, including, but not limited to, judgments and attachment
orders, and may make appropriate findings of or sanctions for contempt, against
it should Derivative Plaintiffs' Counsel fail timely to repay fees and expenses
pursuant to this 5.3 of the Stipulation.

      5.4. The Released Derivative Parties shall have no responsibility for, and
no liability whatsoever with respect to any fee or expense award to Derivative
Plaintiffs' Counsel, or to any other Person who may assert some claim thereto,
except as provided herein.

      5.5. The procedure for and the allowance or disallowance by the Court in
the Class Action of the fee and expense application presented by the Counsel for
the Plaintiffs in that matter is not part of the Settlement set forth in the
Stipulation, and is to be considered

                                     - 13 -

<PAGE>

by the Court separately from the Court's consideration of the fairness,
reasonableness and adequacy of this Settlement and the Fee and Expense
Application.

      5.6. The procedure for and the allowance or disallowance by the Court of
the Fee and Expense Application are not part of this Settlement, and are to be
considered by the Court separately from the Court's consideration of the
fairness, reasonableness and adequacy of this Settlement. Any order or
proceedings relating to the Fee and Expense Application, or any appeal from any
order relating thereto, shall not operate to terminate or cancel the
Stipulation, or affect or delay the finality of the Judgment approving the
Stipulation and the Settlement of the Derivative Actions set forth herein.

      5.7. Derivative Settlement Counsel shall be solely responsible for
allocating any compensation among any Derivative Plaintiff's Counsel for
attorneys' fees and expenses. Charter, Andersen, and the Settling Derivative
Defendants shall have no liability or responsibility therefor whatsoever.

      6.    CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR
            TERMINATION

      6.1 The Settlement shall be terminated in the event that any of the
following occurs: (1) any of the conditions set forth in 6.2 below is not
satisfied; (2) the Settlement does not become Final for any reason; (3) failure
on the part of any of the Settling Derivative Parties to abide, in any material
respect, with the terms of this Stipulation.

      6.2 Unless otherwise agreed to in writing, this Stipulation shall be
terminated in the event that any of the following conditions is not met:

            (a)   The Court has entered the Notice Order, as required by 3.1 and
3.2, above;

            (b)   Preliminary and final approval of this Stipulation,
independent of the determination of any award of attorneys' fees and expenses to
Derivative Plaintiffs' Counsel;

            (c)   Upon final approval of the Settlement, the State Court
Derivative Actions are dismissed with prejudice as to all Settling Derivative
Defendants and (subject to 6.3 below) Andersen pursuant to a stipulated
judgment, substantially in the form and content of Exhibit F;

            (d)   Entry of Judgment, substantially in the form and content of
Exhibit B, by the U.S. District Court for the Eastern District of Missouri
dismissing all Released Claims with prejudice and without costs to any party;

            (e)   The Judgment has become Final;

            (f)   Court approval of the Underwriters Agreement, including a
determination that the terms and conditions of the Underwriters Agreement
(including the Payment to Underwriters of $5 million in Charter common stock
issued pursuant to section

                                     - 14 -

<PAGE>

3(a)(10) of the Securities Act and not constituting "restricted securities") are
fair to all parties, including Underwriters;

            (g)   Settlement and dismissal with prejudice of the Class Action,
as required by the Stipulation of Settlement with Charter for the Class Action
dated as of January 24, 2005;

            (h)   That this Settlement is not otherwise terminated pursuant to
the terms set forth in this Stipulation;

            (i)   That the settlement of the Class Action is not otherwise
terminated pursuant to the terms set forth in the Stipulation of Settlement in
the Class Action.

      6.3 If, at any time prior to the Effective Date, Andersen is ordered,
either in the Class Action or the Shareholder Derivative Actions, to disclose
any non-public information that Andersen determines, in its sole and absolute
discretion, is proprietary or commercially sensitive, Andersen shall have the
option, for a period of thirty days following entry of such order, to withdraw
from this Stipulation by providing written notice thereof to Derivative
Settlement Counsel and counsel for Charter and the Settling Derivative
Defendants. In the event that Andersen withdraws from the Settlement pursuant to
this 6.3, the Court shall approve the Settlement and enter the Judgment as to
all remaining parties, and the State Court Derivative Actions shall be dismissed
with prejudice as to the Settling Derivative Defendants and without prejudice as
to Andersen. Notwithstanding the above, Andersen agrees that it shall not object
to the bar order in the Class Action, as set forth in 6.2 of the Stipulation
of Settlement with Charter in the Class Action.

      6.4 In the event that the Stipulation is not approved by the Court or the
Settlement set forth in the Stipulation is terminated or fails to become
effective in accordance with its terms, this Stipulation and all negotiations
and proceedings relating hereto shall be without prejudice to any or all
Settling Derivative Parties who shall be restored to their respective positions
in the Derivative Actions as of August 4, 2004 as to the Settling Derivative
Defendants, as of October 12, 2004 as to Andersen. In such event, the terms and
provisions of the Stipulation, with the exception of 1.1-1.21, 5.3, 5.4,
5.5, 6.1-6.6, 7.2, 7.3, 7.6 herein, shall have no further force and effect with
respect to the Settling Derivative Parties and shall not be used in the
Derivative Actions or in any other proceeding for any purpose and any Judgment
or Order entered by the Court in accordance with the terms of the Stipulation
shall be treated as vacated, nunc pro tunc.

      6.5 In the event this Stipulation shall be cancelled as set forth in
6.1 above, the Settling Derivative Plaintiffs and Settling Derivative Defendants
shall, within two weeks of such cancellation, jointly request a status
conference with the Court to be held on the Court's first available date. At
such status conference, the Settling Derivative Plaintiffs and Settling
Derivative Defendants shall ask the Court's assistance in scheduling continued
proceedings in the Derivative Actions as between them. Pending such status
conference or the expiration of sixty (60) days from the Settling Derivative
Plaintiffs' and Settling Derivative Defendants' joint request for a status
conference, whichever occurs first, none of the Settling Derivative Parties
shall file or serve any further motions or discovery requests on any of the
other Settling Derivative Parties in connection with the Derivative Actions nor

                                     - 15 -

<PAGE>

shall any response be due by any Settling Derivative Party to any outstanding
discovery or pleading by any other Settling Derivative Party.

      6.6 Neither a modification nor a reversal on appeal of any amount of
attorneys fees, costs, expenses and interest awarded by the Court to any of the
Derivative Plaintiffs' Counsel shall constitute a condition to the Effective
Date or grounds for cancellation and termination of the Stipulation.

      7.    MISCELLANEOUS PROVISIONS

      7.1. The Settling Derivative Parties (a) acknowledge that it is their
intent to consummate this Settlement and Stipulation; and (b) agree to cooperate
to the extent necessary to effectuate and implement all terms and conditions of
the Stipulation and to exercise their best efforts to accomplish the foregoing
terms and conditions of the Stipulation.

      7.2. The Settling Derivative Defendants and Andersen have denied, and
continue to deny, any and all allegations contained in the Derivative Actions,
and they are entering into the Settlement in order to eliminate the burden,
expense, and uncertainties of further litigation. The Settlement and the
provisions contained in this Stipulation and the MOU shall not be deemed, or
offered or received in evidence as a presumption, a concession, or an admission
of any fault, liability, or wrongdoing by any party, and except as required to
enforce the Settlement, they shall not be offered or received in evidence or
otherwise used by any person in these or any other actions or proceedings,
whether civil, criminal, or administrative.

      7.3. No press announcement, press release, or other public statement
concerning the Settlement may be made by any of the Settling Derivative Parties
without approval from the other Settlement Derivative Parties, except as
required by law.

      7.4. All of the Exhibits to the Stipulation are material and integral
parts hereof and are fully incorporated herein by this reference.

      7.5. The Stipulation may be amended or modified, as is necessary to effect
the terms of the Settlement, only by a written instrument signed by or on behalf
of all Settling Derivative Parties or their successors-in-interest.

      7.6. The Stipulation and the Exhibits attached hereto constitute the
entire agreement among the parties hereto. The Settling Derivative Parties
expressly warrant that, in entering into this Stipulation, they relied solely
upon their own knowledge and investigation, and not upon any promise,
representation, warrant, or other statement by any party or any person
representing any party to this Stipulation, not expressly contained in this
Stipulation or its Exhibits. Except as otherwise provided herein, each party
shall bear its own costs.

      7.7. Each counsel or other Person executing the Stipulation or any of its
Exhibits on behalf of any party hereto hereby warrants that such person has the
full authority to do

                                     - 16 -

<PAGE>

so. All orders and agreements entered during the course of the Derivative
Actions relative to the confidentiality of information shall survive this
Stipulation.

      7.8. The Stipulation may be executed by facsimile and in one or more
counterparts. All executed counterparts and each of them shall be deemed to be
one and the same instrument. Counsel for the parties to the Stipulation shall
exchange among themselves original signed counterparts and a complete set of
original executed counterparts shall be filed with the Court.

      7.9. The Stipulation shall be binding upon, and inure to the benefit of,
the successors and assigns of the Settling Derivative Parties.

      7.10. The Court shall retain jurisdiction with respect to implementation
and enforcement of the terms of the Stipulation, and all parties hereto and
their counsel submit to the jurisdiction of the Court for purposes of
implementing and enforcing the Settlement embodied in the Stipulation.

      7.11. The Stipulation and the Exhibits hereto shall be considered to have
been negotiated, executed and delivered, and to be wholly performed, in the
State of Missouri, and the rights and obligations of the parties to the
Stipulation shall be construed and enforced in accordance with, and governed by,
the laws of the State of Missouri without giving effect to that state's choice
of law principles.

                                     - 17 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be
executed, by their duly authorized attorneys, as of January 24, 2005.

DATED: 1/25/05                             WECHSLER HARWOOD LLP

                                           By: /s/ Robert I. Harwood
                                               -------------------------------
                                                   Robert I. Harwood, Esq.

                                           Attorneys for Arthur J. Cohn

DATED: 1/25/05                             SCHIFFRIN BARROWAY, LLP

                                           By: /s/ Eric L. Zagar
                                               -------------------------------
                                                   Eric L. Zagar, Esq.

                                           Attorneys for Kenneth R. Stacey

DATED: 1/31/05                             IRELL & MANELLA LLP

                                           By: /s/ David Siegel
                                               -------------------------------
                                                   David Siegel, Esq.

                                           Attorneys for Defendants Ronald L.
                                           Nelson, Marc B. Nathanson, Nancy
                                           B. Peretsman, William D. Savoy,
                                           John H. Tory, Carl E. Vogel, and
                                           Larry W. Wangberg, and Nominal
                                           Defendant Charter Communications,
                                           Inc.

DATED: 2/1/05                              CHARTER COMMUNICATIONS, INC.

                                           By: /s/ Lawrence B. Christopher, for:
                                               ---------------------------------

                                           Curtis S. Shaw, Esq.

                                           Executive Vice-President, General
                                           Counsel and Secretary, Defendant
                                           Charter Communications, Inc.

                                     - 18 -

<PAGE>

DATED: ____________                          MAYER, BROWN, ROWE & MAW LLP

                                             By /s/ Jonathan C. Medow
                                                ----------------------------
                                                    Jonathan C. Medow, Esq.

                                             Attorneys for Defendant Arthur
                                             Andersen LLP

DATED: 2/1/05                                FOSTER PEPPER & SHEFELMAN PLLC

                                             By: /s/ Timothy J. Filer
                                                ----------------------------
                                                   Timothy J. Filer, Esq.

                                             Attorneys for Defendant Paul G.

                                             Allen

DATED: 1/31/05                               By: /s/ Ronald L. Nelson
                                                ----------------------------
                                                   Ronald L. Nelson

DATED: ____________                          By: /s/ Marc B. Nathanson
                                                ----------------------------
                                                   Marc B. Nathanson

DATED: ____________                          By: /s/ Nancy B. Peretsman
                                                 ------------------------------
                                                   Nancy B. Peretsman

DATED: 1/31/05                               By: /s/ William D. Savoy
                                                 ------------------------------
                                                   William D. Savoy

                                     - 19 -

<PAGE>

DATED: ____________                          By: /s/ John H. Tory
                                                 ------------------------------
                                                   John H. Tory

DATED: 1/25/05                               By: /s/ Carl E. Vogel
                                                 ------------------------------
                                                   Carl E. Vogel

DATED: ____________                          By: /s/ Larry W. Wangberg
                                                 ------------------------------
                                                   Larry W. Wangberg

                                     - 20 -
<PAGE>

                                    EXHIBIT A

                    CLASS ACTION STIPULATIONS OF SETTLEMENT

<PAGE>

                          UNITED STATES DISTRICT COURT
                          EASTERN DISTRICT OF MISSOURI
                                EASTERN DIVISION

ARTHUR J. COHN, Derivatively on Behalf of
Nominal Defendant CHARTER
COMMUNICATIONS, INC.,

                   Plaintiffs,
       v.

RONALD L. NELSON, PAUL G. ALLEN,      No. 4:03-CV-00177-ERW
MARC B. NATHANSON, NANCY B.
PERETSMAN, WILLIAM D. SAVOY, JOHN H.
TORY, CARL E. VOGEL, and LARRY W.
WANGBERG,

                   Defendants,
and

CHARTER COMMUNICATIONS, INC.,

                   Nominal Defendant.
----------------------------------------------

                   [PROPOSED] JUDGMENT AND ORDER OF DISMISSAL

                                    EXHIBIT B

<PAGE>

      This matter came on for hearing on ____________, 2005 upon the application
of the Settling Derivative Parties for approval of the settlement as set forth
in the Stipulation of Settlement dated as of January 24, 2005 (the
"Stipulation"). Due and adequate notice having been given to the Charter
Communications, Inc. stockholders, and the Court having considered the
Stipulation, all papers filed and proceedings held herein, all oral and written
comments received regarding the proposed settlement, and having reviewed the
entire record in the actions, and good cause appearing,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:

      1. The Court, for purposes of this Judgment and Order of Dismissal (the
"Judgment"), adopts all defined terms as set forth in the Stipulation.

      2. The Court has jurisdiction over the subject matter of the Derivative
Actions, including, without limitation, the Settling Derivative Parties and all
Charter stockholders.

      3. The Court finds that the distribution of the Notice of Pendency and
Settlement of Derivative Actions and the publication of the Summary Notice of
Proposed Settlement as provided for in the Order Preliminarily Approving
Settlement and Approving the Form and Manner of Notice constituted the best
notice practicable under the circumstances to all Persons who are Charter
stockholders and fully met the requirements of Missouri law, due process,
Federal Rule of Civil Procedure 23.1, the United States Constitution, and any
other applicable law.

      4. The Court finds and concludes that Derivative Plaintiffs' Counsel
fairly and adequately represented the interests of Charter and the Charter
stockholders.

      5. The Court approves the Settlement of the Derivative Actions as set
forth in the Stipulation, including, without limitation, each of the releases
set forth in the Stipulation, the settlement of the Derivative Claims, and all
other terms. The Court finds that the settlement set forth in the Stipulation is
in all respects fair, reasonable and adequate to the Settling Derivative
Parties, including, without limitation, Charter and the Charter stockholders,
and that the settlement of the Derivative Actions, including, without
limitation, the Released Claims, is on terms which constitute reasonable
consideration to Charter for the release of the Released Claims.

      6. The Settling Derivative Parties are directed to perform in accordance
with the terms set forth in the Stipulation and the Stipulation shall be
enforced according to its terms, including without limitation the requirement
that the Settling Derivative Parties will jointly file a Stipulation of
Dismissal of the State Court Derivative Actions in accordance with a stipulated
judgment.

      7. The Federal Court Derivative Action and all claims contained therein,
as well as all the Released Claims, are dismissed with prejudice as to the
Settling Derivative Parties. The Settling Derivative Parties are to bear their
own costs, except as otherwise provided in the Stipulation.

      8. All Persons, firms, corporations or other entities, including Charter
and its stockholders, and the beneficial owners of Charter stock, whether or not
such Persons

<PAGE>

appeared in these Derivative Actions, are forever barred from prosecuting any
and all Released Claims on behalf of Charter against the Released Derivative
Parties.

      9. Upon the Effective Date, except as set forth in paragraph 13 below, the
Settling Derivative Plaintiffs shall release, relinquish and discharge, and by
operation of this Judgment shall have, fully, finally, and forever released,
relinquished and discharged each and all of the Released Derivative Parties from
all Released Claims (including Unknown Claims), and from all claims (including
Unknown Claims), arising out of, relating to, or in connection with the defense,
or resolution of the Derivative Actions or the Released Claims.

      10. Upon the Effective Date, each of the Settling Derivative Defendants
shall be deemed to have, and by operation of this Judgment shall have, fully,
finally, and forever released, relinquished and discharged the Settling
Derivative Plaintiffs and Derivative Plaintiffs' Counsel from the filing and
prosecution of any lawsuit or claim by the Settling Derivative Defendants based
on any claims (including Unknown Claims) alleged or which could have been
alleged in the Derivative Actions against the Settling Derivative Plaintiffs or
Derivative Plaintiffs' Counsel arising out of, relating to, or in connection
with the commencement, prosecution, assertion or resolution of the Derivative
Actions or the Released Claims.

      11. Upon the Effective Date, except as set forth in paragraph 13 below,
the Settling Derivative Defendants and Charter shall be deemed to have released,
relinquished and discharged, and by operation of the Judgment shall have, fully,
finally, and forever released, relinquished and discharged Andersen from all
claims arising out of, relating to, or in connection with the defense or
resolution of the Derivative Actions.

      12. Upon the Effective Date, except as set forth in paragraph 13 below,
Andersen shall be deemed to have released, relinquished and discharged, and by
operation of the Judgment shall have, fully, finally, and forever released,
relinquished and discharged Charter, the Settling Derivative Defendants and all
entities owned, affiliated or controlled by them, all current and former Charter
directors and officers and each of their respective agents, employees,
consultants, insurers, attorneys, advisors, successors, heirs, assigns,
executors, personal representatives, marital communities and immediate families
from all claims arising out of, relating to, or in connection with the defense
or resolution of the Derivative Actions.

      13. However, in an abundance of caution and to avoid any representation to
the contrary (but not to expand by implication the scope of this release),
nothing in the Stipulation or the Judgment shall constitute a release of any of
the following claims: (a) any claim between Charter and any current or former
Charter employee regarding indemnification, advancement, and/or recoupment of
fees, costs, and expenses; (b) any claim under state law between Charter and
David L. McCall relating to (without limitation) any allegation of self-dealing,
usurpation of corporate opportunities, fraud, or conversion in connection with
McCall's performance of his duties as an officer of Charter; or (c) any claim
regarding, relating to, or arising from, directly or indirectly, the "Equity
Put" dispute arising from the acquisition of the cable systems owned by Bresnan
Communications Company Limited Partnership in February 2000, as discussed on
pages 112-113 of Charter's 2004 10-

                                      -2-
<PAGE>

K; provided, however, that this shall not affect the release of any claims
brought derivatively on behalf of Charter, as set forth in paragraph 9 above.

      14. Nothing in this Judgment shall preclude any action to enforce the
terms of the Stipulation.

      15. Derivative Plaintiffs' Counsel are hereby awarded fees, expenses, and
disbursements in the amount of $___________________, with such payments to be
made in accordance with the terms of the Stipulation.

      16. Neither the Stipulation nor the settlement contained therein, nor any
act performed or document executed pursuant to or in furtherance of the
Stipulation or the settlement: (a) is or may be deemed to be or may be used as
an admission of, or evidence of, the validity of any released claim, or of any
wrongdoing or liability of the Settling Derivative Parties, or (b) is or may be
deemed to be or may be used as an admission of, or evidence of, any fault or
omission of any of the Settling Derivative Parties in any civil, criminal or
administrative proceeding in any court, administrative agency or other tribunal.
Released Derivative Parties under the Stipulation or any of its integrated
agreements may file the Stipulation, its integrated agreements, and/or the
Judgment from the Derivative Actions in any other action that may be brought
against them in order to support a defense or counterclaim based on principles
of res judicata, collateral estoppel, release, good faith settlement, judgment
bar or reduction or any theory of claim preclusion or issue preclusion or
similar defense or counterclaim. The Settling Derivative Parties may file the
Stipulation and any of its integrated agreements in any proceeding brought to
enforce any of their terms or provisions.

      17. Without affecting the finality of this Judgment in any way, the Court
reserves exclusive and continuing jurisdiction over the Federal Court Derivative
Action, including, without limitation, the Settling Derivative Parties and all
Charter stockholders for the purposes of: (a) supervising the implementation,
enforcement, construction, and interpretation of the Stipulation and its
integrated agreements; and (b) other matters related or ancillary to the
foregoing.

      18. In the event that the Effective Date does not occur or the Stipulation
is terminated by the Settling Derivative Parties in accordance with its terms,
then this Judgment shall be rendered null and void and shall be vacated; and in
such event, all orders entered and releases delivered in connection herewith
shall be null and void to the extent provided by and in accordance with the
Stipulation.

                                      -3-
<PAGE>

      IT IS SO ORDERED.

DATED: __________________               _________________________________

                                        THE HONORABLE CHARLES A. SHAW
                                        UNITED STATES DISTRICT JUDGE

Submitted by:

WECHSLER HARWOOD LLP
Robert I. Harwood, Esq.
488 Madison Avenue, 8th Floor
New York, NY 10022

Attorneys for Plaintiff Arthur J. Cohn

SCHIFFRIN & BARROWAY, LLP
Eric L. Zagar, Esq.
Three Bala Plaza East, Suite 400
Bala Cynwyd,PA 19004

Attorneys for Plaintiff Kenneth R. Stacey

IRELL & MANELLA LLP
David Siegel, Esq.
David Schwarz, Esq.
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067-4276

Attorneys for Nominal Defendant Charter
Communications, Inc. and current or former directors
Ronald L. Nelson, Marc B. Nathanson, Nancy B. Peretsman,
William D. Savoy, John H. Tory,
Carl E. Vogel, and Larry W. Wangberg

THOMPSON COBURN LLP
Roman P. Wuller, Esq.
Stephen B. Higgins, Esq.
One US Bank Plaza
St. Louis, MO 63101

Attorneys for Nominal Defendant Charter Communications, Inc.

                                      -4-
<PAGE>

FOSTER PEPPER & SHEFELMAN PLLC
Timothy J. Filer, Esq.
1111 Third Avenue
Suite 3400
Seattle, WA 98101

DORSEY & WHITNEY, LLP
Peter S. Ehrlichman, Esq.
1420 Fifth Avenue
Suite 3400
Seattle, Washington 98101

Attorneys for Defendant Paul G. Allen

BRYAN CAVE, LLP
Edward L. Dowd, Jr., Esq.
James F. Bennett, Esq.
One Metropolitan Square
211 North Broadway
St. Louis, MO 63102

Attorneys for Defendant Carl E. Vogel

MAYER, BROWN, ROWE & MAW LLP
Jonathan C. Medow, Esq.
John J. Tharp, Esq.
190 South LaSalle St.
Chicago, IL 60603

Attorneys for Defendant Arthur Andersen LLP

                                      -5-
<PAGE>

                                    EXHIBIT C

                      CHARTER AND UNDERWRITERS SETTLEMENT

                          AGREEMENT AND MUTUAL RELEASE

<PAGE>

                                    EXHIBIT D

                        "CORPORATE GOVERNANCE" TERM SHEET

I.    Formal Prohibition on Deliberate Inflation of Subscriber Numbers and
      Related Matters

      A.    Charter will adopt a "zero tolerance policy" on holding disconnects
            for the purpose of causing a deliberate inflation of subscriber
            numbers, consistent with the terms of the SEC's Release No. 50098
            (July 27, 2004).

            1.    This policy will be reflected in a formal, written policy
                  governing the disconnection of late paying subscribers which
                  shall state, inter alia, that Charter shall not keep any
                  "delinquent paying subscribers," as that term shall be
                  defined, on its subscriber rolls for the purpose of increasing
                  reported subscriber numbers.

            2.    The policy shall require that Charter shall undertake to
                  disconnect customers who request termination of service in a
                  timely fashion and in a manner consistent with state laws, to
                  the extent applicable.

            3.    Charter typically shall disconnect non-paying customer after
                  60 to 75 days, and shall write off or refer for collection any
                  non-paying customers at 90 to 120 days. The implementation of
                  this practice shall be consistent with the Undertakings
                  reflected in the SEC's Release No. 50098 at paragraph E.

            4.    Charter's CEO shall announce this policy through a
                  company-wide publication, broadcast, or email, and shall issue
                  quarterly written reminders to all employees regarding
                  Charter's "zero tolerance policy" for holding or "managing
                  disconnects" in order to deliberately inflate subscriber
                  numbers in accordance with paragraph D of the SEC's Release
                  No. 50098.

      B.    Charter's Corporate Director, Credit and Collections shall monitor
            the implementation of this policy.

            1.    The Corporate Director, Credit and Collections shall develop
                  reports that monitor bad debt on a monthly basis, at a company
                  wide and division level.

            2.    These reports shall be provided to the Company's Chief
                  Operating Officer and to the Legal Department.

      C.    Charter shall institute an employee bonus program in which
            subscriber growth is not a factor in bonus consideration.

<PAGE>

      D.    Charter shall include a disclosure in its quarterly and annual
            filings with the SEC as to the number of active subscribers whose
            accounts are more than 60 days, 90 days, and 120 days overdue.

      E.    Charter shall instruct its internal auditors to review compliance
            with Charter's formal disconnect procedures on a quarterly basis and
            report the findings to its public auditors in connection with its
            annual audit.

      F.    In connection with its budgeting process, Charter shall institute a
            bottom-up budget process that eliminates industry analysts'
            projections as a component of setting Charter's budget goals.

II.   Corporate Compliance Program

      A.    Charter will provide a copy of its Code of Conduct to all its
            employees, who shall be instructed to review its contents and to
            sign a form acknowledging their responsibilities to read and comply
            with the policies set forth in the Code of Conduct.

      B.    All Corporate-level employees who are given new employee training or
            orientation shall be given ethics training, in which they shall be
            given a copy of the Code of Conduct.

      C.    The Code of Conduct will reflect the Company's "zero tolerance
            policy" on holding disconnects, consistent with the policy
            undertakings set forth in Section I above.

      D.    The Code of Conduct will require that employees report violations of
            the Code or other behavior that they believe might be unethical or
            illegal.

      E.    Charter will establish a secure website and toll-free number for
            employees to report suspected violations of the Code of Conduct.

            1.    The website and toll-free number will be accessible to any
                  Charter employee seven days per week.

            2.    The website and toll-free number will be managed by an outside
                  company.

            3.    Reports will be kept anonymous or open, depending on the
                  reporter's preference.

            4.    The Chief Compliance Officer shall have overall responsibility
                  for the website and toll-free number.

      F.    The Corporate Compliance Committee

            1.    Charter will institute a Corporate Compliance Committee to
                  oversee the Corporate Compliance Program.

                                       -3-
<PAGE>

            2.    The Committee will meet on a quarterly basis.

            3.    The Committee will evaluate complaints, conduct investigations
                  with the assistance of outside counsel, and when necessary
                  make disciplinary recommendations.

            4.    The Committee will be chaired by the Chief Compliance Officer,
                  who shall be the Company's General Counsel or another senior
                  officer, as selected by the Chief Executive Officer.

            5.    Other members of the Committee may include a Deputy Compliance
                  Officer appointed by the Chief Compliance Officer, the head of
                  Charter's Human Resources Department, some selected divisional
                  vice presidents in charge of Human Resources, and the head of
                  Corporate Audit Services.

            6.    The Chief Compliance Officer will report quarterly on the
                  activities of the Compliance Committee to the Board of
                  Directors' Audit Committee and, as necessary, to the
                  Disclosure Committee.

III. Disclosure Committee

      A.    Charter will institute and maintain a Disclosure Committee to better
            ensure that the Company's SEC filings are materially correct and in
            material compliance with SEC regulations.

            1.    The Company's Chief Financial Officer or some other senior
                  executive to be selected by the CEO will be the Chairman of
                  the Disclosure Committee.

            2.    The Chairman will select the other members of the Committee,
                  who shall have access to individuals representing the
                  operations, legal, financial, financial reporting, internal
                  audit, and government relations functions. As needed, the
                  Chairman may seek assistance from outside counsel.

            3.    The Chairman of the Disclosure Committee shall appoint
                  monitors who shall interview key executives with respect to
                  their areas of responsibility with a view to its disclosure
                  requirements, including without limitation, identification of
                  known trends and uncertainties in the Company's business that
                  are reasonably likely to have a material effect on its
                  financial condition and results of operations.

      B.    The Disclosure Committee will meet at least on a quarterly basis to
            review the Company's periodic filings with the SEC. The Disclosure
            Committee should also meet in connection with any registration
            statements filed under the Securities Act of 1933 by the Company
            (other than those on Form S-8 or other similar filings).

                                       -4-
<PAGE>

IV. Audit Committee

      A.    Committee Membership

            1.    The Audit Committee shall consist of no fewer than three
                  members of the Board of Directors. Requirements for membership
                  on the Audit Committee shall be as follows: (a) each member
                  shall satisfy applicable SEC, regulatory, and statutory
                  independence, non-affiliation, maximum stock ownership and
                  financial literacy requirements and shall not have a
                  relationship with the Company which would impair his or her
                  independence; and (b) if required by NASDAQ rules, at least
                  one member shall satisfy the financial expert requirements.
                  When appointing the members of the Audit Committee, the Board
                  shall make an affirmative determination as to satisfaction of
                  these requirements.

            2.    The Board shall appoint the members of the Audit Committee
                  annually and shall designate the Chairman of the Audit
                  Committee. The members of the Audit Committee shall serve
                  until their successors are appointed and qualified. The Board
                  shall have the power at any time to change the membership of
                  the Audit Committee and to fill vacancies in it, subject to
                  such new member(s) satisfying the requirements for Audit
                  Committee membership.

      B.    Administrative Matters

            1.    Audit Committee members may not receive, directly or
                  indirectly, any consulting, advisory or other compensatory
                  fees (as proscribed by applicable SEC or NASDAQ rules) from
                  the Company or any subsidiary thereof, other than for Board or
                  Board committee service.

            2.    The Audit Committee shall meet at least four times annually,
                  or more frequently as circumstances dictate. The Audit
                  Committee shall meet in executive session separately with
                  management and a representative of the Company's internal
                  audit at least annually, and with the registered public
                  accountants at least quarterly. The Audit Committee may
                  request that any officer or employee of the Company or the
                  Company's outside counsel or registered public accountants
                  attend a meeting of the Audit Committee or meet with any
                  members of, or consultants to, the Audit Committee. The Audit
                  Committee shall make regular reports to the Board.

            3.    The Audit Committee shall review and reassess the adequacy of
                  this Charter annually and recommend any proposed changes to
                  the Board for approval. The Audit Committee shall periodically
                  review the Audit Committee's own performance, but in no event
                  less frequently than required by any applicable NASDAQ rules.

                                       -5-
<PAGE>

            4.    The Audit Committee shall have the authority, at the Company's
                  expense, and to the extent it deems necessary or appropriate,
                  to retain and determine funding for special legal, accounting
                  or other consultants to advise the Audit Committee with
                  respect to its duties and obligations and to conduct or
                  authorize investigations into any matters within its scope of
                  responsibilities.

            5.    The Audit Committee shall prepare the audit committee report
                  required by the rules of the SEC to be included in the
                  Company's annual proxy statement.

            6.    The Audit Committee shall receive 4 hours of training related
                  to corporate governance issues each year.

      C.    Committee Authority And Responsibilities

            2.    The Audit Committee shall have the sole authority to appoint,
                  retain, compensate and oversee the registered public
                  accountants (subject, if applicable, to Board and/or
                  shareholder ratification), and shall approve in advance all
                  fees and terms for both the audit engagement and all non-audit
                  engagements with registered public accountants, provided that
                  any such non-audit services shall not be prohibited by Section
                  10A of the Securities Exchange Act of 1934, as amended.
                  Pre-approvals of non-audit services may be delegated to a
                  single member of the Audit Committee provided that any
                  pre-approvals made by the Audit Committee's designee shall be
                  presented at the Audit Committee's next regularly scheduled
                  meeting. The Audit Committee shall consult with management but
                  shall not delegate these responsibilities to management.

            3.    In its capacity as a committee of the Board, the Audit
                  Committee shall be directly responsible for the oversight of
                  the work of the registered public accounting firm (including
                  resolution of disagreements between management and the public
                  accounting firm regarding financial reporting) for the purpose
                  of preparing or issuing an audit report or performing other
                  audit, review or attest services, and the registered public
                  accounting firm shall report directly to the Audit Committee.

            4.    In performing its functions, the Audit Committee shall
                  undertake those tasks and responsibilities that, in its
                  judgment, would most effectively contribute and implement the
                  purposes of the Audit Committee. The following functions are
                  some of the common recurring activities of the Audit
                  Committee:

                  (a)   Periodic Reports and the Disclosure Process. On a
                        quarterly basis, review and discuss with management,
                        internal audit and the registered public accountants:
                        the Company's annual

                                       -6-
<PAGE>

                        audited financial statements; the registered public
                        accountants' reviews of the quarterly financial
                        statements; disclosures made in "Management's Discussion
                        and Analysis of Financial Condition and Results of
                        Operations;" the matters required to be discussed
                        pursuant to Statement on Auditing Standards No. 61;
                        significant deficiencies and material weaknesses in the
                        design or operation of internal controls and procedures
                        for financial reporting, any changes made or proposed to
                        such controls and procedures, and any fraud by any
                        person involved therewith; and any reports of the
                        registered independent accountants and disclosures
                        concerning internal controls and procedures for
                        financial reporting and disclosure controls and
                        procedures and offer certifications required by SEC
                        rules and the underlying matters related to such
                        disclosures.

                  (b)   Review of Accounting Matters. Review and discuss with
                        management and the registered public accountants, as
                        applicable: (1) major issues regarding accounting
                        principles, alternative accounting treatments,
                        accounting estimates and financial statement
                        presentations and disclosures; (2) major issues as to
                        the adequacy of the Company's internal controls and any
                        special audit steps adopted in light of material control
                        deficiencies; (3) any material written communications
                        between the registered public accounting firm and
                        management; (4) any problems, difficulties or
                        differences (including adjustments) encountered in the
                        course of the audit work and management's response.

                  (c)   Financial Risk Exposure. Discuss with management the
                        Company's major financial risk exposures and the steps
                        management has taken to monitor and control such
                        exposures, including the Company's risk assessment and
                        risk management policies.

                  (d)   Internal Audit Review. With respect to the Company's
                        internal auditing and controls, on an annual basis, the
                        Audit Committee shall review: (1) the composition of the
                        Company's internal audit staff; (2) the risk assessment
                        process, scopes and procedures to determine whether they
                        are adequate to attain the internal audit objectives, as
                        determined by management; (3) the internal audit plan
                        developed by the Company and explanations of deviations
                        therefrom and proposed changes thereto; (4) significant
                        fraud or regulatory non-compliance; and (5) any
                        difficulties encountered by internal audit in the course
                        of their audits.

                  (e)   Tax Matters. Review tax compliance and issues with
                        internal tax staff and external advisors, as needed.

                                     - 7 -
<PAGE>

                  (f)   Relationship With Registered Independent Accountants.
                        Evaluate the qualifications, performance and
                        independence of the registered public accountants. The
                        Audit Committee shall establish procedures for the
                        engagement of the registered public accountants to
                        provide non-audit services.

                  (g)   Related Party Transactions. Review and approve all
                        related party transactions, unless otherwise approved by
                        the Board of Directors or a committee thereof in
                        accordance with applicable law and NASDAQ rules.

V.    Other Provisions

      A.    Charter will be required to implement and maintain these reforms for
            a period of three years following approval of the settlement.

      B.    In the event the Company determines, in the exercise of its
            fiduciary duties, that maintaining any of the foregoing undertakings
            is having or could have a negative impact on the Company, it shall
            be empowered to modify or eliminate such reform, provided, however,
            that any modification shall be approved by a majority of the
            independent members of the Board of Directors or a committee
            thereof, which shall propose, within 30 days following the Board's
            determination, a good faith alternative to the reform that has been
            modified or eliminated, should the circumstances dictate that such
            maintenance is inappropriate.

                                     - 8 -
<PAGE>

                          UNITED STATES DISTRICT COURT
                          EASTERN DISTRICT OF MISSOURI
                                EASTERN DIVISION

ARTHUR J. COHN, Derivatively on Behalf of
Nominal Defendant CHARTER
COMMUNICATIONS, INC.,

                  Plaintiffs,

      v.

RONALD L. NELSON, PAUL G. ALLEN,         No. 4:03-CV-00177-ERW
MARC B. NATHANSON, NANCY B.
PERETSMAN, WILLIAM D. SAVOY, JOHN H.
TORY, CARL E. VOGEL, and LARRY W.
WANGBERG,

                  Defendants,

and

CHARTER COMMUNICATIONS, INC.,

           Nominal Defendant.

               [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT
                   AND APPROVING THE FORM AND MANNER OF NOTICE

                                    EXHIBIT E

<PAGE>

      The Court has received the Stipulation of Settlement (the "Stipulation"),
dated as of January 24, 2005 that has been entered into by the Settling
Derivative Parties. The Court has reviewed the Stipulation and its attached
exhibits, and, good cause appearing,

      IT IS HEREBY ORDERED as follows:

      1. The Court, for purposes of this preliminary order (the "Notice Order"),
adopts all defined terms as set forth in the Stipulation.

      2. The Court preliminarily approves the settlement of the Derivative
Actions as set forth in the Stipulation.

      3. The Court approves as to form and content, and for distribution to
Settlement Class Members, the Notice of Pendency and Settlement of Derivative
Actions (the "Notice"), substantially in the form of Exhibit E-1 hereto, and for
publication of a Summary Notice of Proposed Settlement of Derivative Actions
(the "Summary Notice"), substantially in the form of Exhibit E-2.

      4. Pending resolution of these settlement proceedings, Settling Derivative
Plaintiffs and all other Charter stockholders, whether directly,
representatively, or in any other capacity, whether or not such persons have
appeared in any of the Derivative Actions, shall not institute or prosecute any
claims against the Settling Derivative Defendants, Andersen, or the Released
Derivative Parties which have been or could have been asserted in the Derivative
Actions, or that arise out of all or any part of the subject matter of this
litigation.

      5. Derivative Plaintiffs' Counsel is hereby authorized to retain the firm
of Berdon LLP as Claims Administrator to supervise and administer the notice
procedures.

      6. Derivative Plaintiffs' Counsel shall make reasonable efforts to
identify all Persons who are Charter stockholders, including beneficial owners
whose shares of Charter common stock are held by banks, brokerage firms, or
other nominees. Derivative Plaintiffs' Counsel shall cause the Claims
Administrator to send the Notice by first class mail to all Persons who are
holders of Charter common stock as of January 24, 2005. The mailing of the
Notice form shall commence on or before _______________, 2005 (the "Notice
Date"). Pursuant to the Notice, each nominee shall either: (1) send the Notice
to the Charter stockholders for which they act as nominee by first class mail
within ten (10) days after the nominee receives the Notice; or (2) send a list
of the names and addresses of such beneficial owners to the Claims Administrator
within ten (10) days after the nominee receives the Notice and, in the event of
the latter, the Claims Administrator shall send by first class mail the Notice
to all Charter stockholders who are on the list received from the nominee. The
Claims Administrator shall, if requested, reimburse banks, brokerage houses or
other nominees out of the Class Action Settlement Cash (such payments to be
charged against the contribution of each Class Action Settling Defendant in
proportion to the contribution of each to the Class Action Settlement Cash)
solely for their reasonable out-of-pocket expenses incurred in providing notice
to beneficial owners who are Charter stockholders, which expenses would not have
been incurred except for the sending of such notice, subject to further order of
this Court with respect to any dispute concerning such compensation.

<PAGE>

Derivative Plaintiffs' Counsel shall file with the Court and serve upon Settling
Derivative Defendants' counsel no later than seven (7) days prior to the
Settlement Hearing an affidavit or declaration describing the efforts taken to
comply with this order and stating that the mailings have been completed in
accordance with the terms of this Notice Order.

      7. Within ten (10) business days of the Notice Date, Derivative
Plaintiffs' Counsel shall publish a Summary Notice substantially in the form of
Exhibit E-2 hereto once in The Wall Street Journal, and shall distribute said
Summary Notice twice through an Internet wire service. Derivative Plaintiffs'
Counsel shall file with the Court and serve upon Settling Derivative Defendants'
counsel no later than seven (7) days prior to the Settlement Hearing an
affidavit or declaration stating that the Summary Notice has been published in
accordance with the terms of this order.

      8. The Court finds that dissemination of the Notice and Proof of Claim in
the manner required by 6 herein, and publication of the Summary Notice in the
manner required by 7 herein, constitute the best notice practicable under the
circumstances to Charter stockholders and meet the requirements of Missouri law,
due process under the United States Constitution, and any other applicable law.

      9. Any Charter stockholder who objects to the settlement of the Derivative
Actions or the adequacy of representation by Derivative Plaintiffs' Counsel
shall have a right to appear and be heard at the Settlement Hearing. Any Charter
stockholder may enter an appearance through counsel of such stockholder's own
choosing and at such stockholder's own expense or may appear on their own.
However, no Charter stockholder shall be heard at the Settlement Hearing unless,
on or before _______________, 2005, such Person has filed with the Court a
written notice of objection, and the grounds for opposing the Settlement or
application for attorneys' fees, costs and expenses, along with proof of
ownership of Charter stock, and delivered a copy to the following counsel:
Wechsler Harwood LLP, Robert I. Harwood, Esq., 488 Madison Avenue, 8th Floor,
New York, NY 10022; Schiffrin & Barroway, LLP, Eric L. Zagar, Esq., Three Bala
Plaza East, Suite 400, Bala Cynwyd, PA 19004; Irell & Manella LLP, David Siegel,
Esq., David Schwarz, Esq., Craig Varnen, Esq., 1800 Avenue of the Stars, Suite
900, Los Angeles, CA 90067; and Mayer, Brown, Rowe & Maw LLP, Jonathan C. Medow,
Esq., John J. Tharp, Jr., Esq., 190 South LaSalle St., Chicago, IL 60603. The
manner in which a notice of objection must be prepared, filed, and delivered
shall be stated in the Notice. Only Charter stockholders who have filed and
delivered valid and timely written notices of objection will be entitled to be
heard at the Settlement Hearing unless the Court orders otherwise.

      10. All costs of notice associated with the implementation of the
Settlement shall be paid out of the Class Action Settlement Cash paid by or on
behalf of Settling Class Action Defendants, in proportion to their contribution
thereto.

      11. A Settlement Hearing will be held on ______________, 2005, at _____
_.m. before this Court to determine whether the proposed settlement of the
Derivative Actions as set forth in the Stipulation, should be approved as fair,
just, reasonable and adequate as to each of the Settling Derivative Parties, and
whether the Final Judgment approving the

                                      - 2 -
<PAGE>

Settlement should be entered. The Court may adjourn or continue the Settlement
Hearing without further notice to the Charter stockholders.

      12. Derivative Plaintiffs' Counsel's application for an award of
attorneys' fees, costs, and expenses will be heard by the Court in connection
with the Class Action Settlement.

      13. No later than seven (7) days before the Settlement Hearing, all briefs
supporting the Settlement shall be served and filed.

      14. Neither the Stipulation nor the settlement contained therein, nor any
act performed or document executed pursuant to or in furtherance of the
Stipulation or the settlement: (i) is or may be deemed to be or may be used as
an admission of, or evidence of, the validity of any Released Claim, or of any
wrongdoing or liability of the Settling Derivative Defendants, Andersen, or
their Related Parties; or (ii) is or may be deemed to be or may be used as an
admission of, or evidence of, any fault or omission of any of the Settling
Derivative Defendants or Andersen in any civil, criminal or administrative
proceeding in any court, administrative agency or other tribunal.

      15. All proceedings in the Federal Court Derivative Action as to the
Settling Derivative Defendants are stayed until further order of the Court,
except as may be necessary to implement the settlement or comply with the terms
of the Stipulation.

      16. The Court may, for good cause, extend any of the deadlines set forth
in this order without further notice to Charter stockholders.

DATED: __________________                   _____________________________

                                            THE HONORABLE CHARLES A. SHAW
                                            UNITED STATES DISTRICT JUDGE

                                      - 3 -
<PAGE>

Submitted by:

WECHSLER HARWOOD LLP
Robert I. Harwood, Esq.
488 Madison Avenue, 8th Floor
New York, NY 10022

Attorneys for Plaintiff Arthur J. Cohn

SCHIFFRIN & BARROWAY, LLP
Eric L. Zagar, Esq.
Three Bala Plaza East, Suite 400
Bala Cynwyd, PA 19004

Attorneys for Plaintiff Kenneth R. Stacey

IRELL & MANELLA LLP
David Siegel, Esq.
David Schwarz, Esq.
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067-4276

Attorneys for Nominal Defendant Charter
Communications, Inc. and current or former directors
Ronald L. Nelson, Marc B. Nathanson, Nancy B. Peretsman,
William D. Savoy, John H. Tory,
Carl E. Vogel, and Larry W. Wangberg

THOMPSON COBURN LLP
Roman P. Wuller, Esq.
Stephen B. Higgins, Esq.
One US Bank Plaza
St. Louis, MO 63101

Attorneys for Nominal Defendant Charter Communications, Inc.

FOSTER PEPPER & SHEFELMAN PLLC
Timothy J. Filer, Esq.
1111 Third Avenue
Suite 3400
Seattle, WA 98101

                                      - 4 -
<PAGE>

DORSEY & WHITNEY, LLP
Peter S. Ehrlichman, Esq.
1420 Fifth Avenue
Suite 3400
Seattle, Washington 98101

Attorneys for Defendant Paul G. Allen

BRYAN CAVE, LLP
Edward L. Dowd, Jr., Esq.
James F. Bennett, Esq.
One Metropolitan Square
211 North Broadway
St. Louis, MO 63102

Attorneys for Defendant Carl E. Vogel

MAYER, BROWN, ROWE & MAW LLP
Jonathan C. Medow, Esq.
John J. Tharp, Esq.
190 South LaSalle St.
Chicago, IL 60603

Attorneys for Defendant Arthur Andersen LLP

                                      - 5 -
<PAGE>

                          UNITED STATES DISTRICT COURT
                          EASTERN DISTRICT OF MISSOURI
                                EASTERN DIVISION

ARTHUR J. COHN, Derivatively on Behalf of
Nominal Defendant CHARTER
COMMUNICATIONS, INC.,

                  Plaintiffs,

      v.

RONALD L. NELSON, PAUL G. ALLEN,          No. 4:03-CV-00177-ERW
MARC B. NATHANSON, NANCY B.
PERETSMAN, WILLIAM D. SAVOY, JOHN H.
TORY, CARL E. VOGEL, and LARRY W.
WANGBERG,

                  Defendants,

and

CHARTER COMMUNICATIONS, INC.,

           Nominal Defendant.

            NOTICE OF PENDENCY AND SETTLEMENT OF DERIVATIVE ACTIONS

                                   EXHIBIT E-1

<PAGE>

NOTICE OF PENDENCY AND SETTLEMENT OF DERIVATIVE ACTIONS

TO:   ALL HOLDERS OF CHARTER COMMUNICATIONS, INC. COMMON STOCK AS OF JANUARY 24,
      2005:

      PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE
      AFFECTED BY PROCEEDINGS IN THIS LITIGATION. THIS NOTICE RELATES TO A
      PROPOSED SETTLEMENT OF SHAREHOLDERS' DERIVATIVE ACTIONS AND CLAIMS
      ASSERTED THEREIN.

      HOLDERS OF CHARTER COMMUNICATIONS, INC. COMMON STOCK AS OF JANUARY 24,
      2005 ARE ENTITLED TO OBJECT, IF THEY DESIRE, TO THE SETTLEMENT OF THE
      DERIVATIVE CLAIMS AS DESCRIBED HEREIN. IF THE COURT APPROVES THE
      SETTLEMENT, YOU WILL BE BARRED FROM CONTESTING THE FAIRNESS,
      REASONABLENESS, OR ADEQUACY OF THE PROPOSED SETTLEMENT, AND FROM PURSUING
      THE SETTLED CLAIMS, INCLUDING THE RELEASED CLAIMS.

      This Notice has been sent to you pursuant to an Order of the United States
District Court, Eastern District of Missouri (the "Court"). The purpose of this
notice is to inform you that the above-entitled action is now pending in the
Court and the parties thereto have reached a settlement which would fully,
finally and forever resolve the Released Claims (including Unknown Claims), as
defined herein, on the terms and conditions summarized in this Notice and as set
forth in full in the Stipulation of Settlement dated as of ___________, 2005
(the "Stipulation").

      This Notice is not intended and should not be construed as an expression
of any opinion by the Court with respect to the truth of the allegations of the
claims in the Derivative Actions or the merits of the claims or defenses
asserted. This Notice is merely to advise you of the pendency and proposed
settlement of the Derivative Actions and of your rights thereunder.

      For further information regarding this settlement you may contact: Robert
I. Harwood, Esq., Wechsler Harwood LLP, 488 Madison Avenue, 8th Floor, New York,
New York 10022; or Eric L. Zagar, Esq., Schiffrin & Barroway, LLP, Three Bala
Plaza East, Suite 400, Bala Cynwyd, PA 19004.

I.    NOTICE OF HEARING ON PROPOSED SETTLEMENT

      A settlement hearing will be held on ___________, 2005, at ____,_.m.,
before the Honorable Charles A. Shaw, United States District Judge, at the
United States Courthouse, 111 South 10th Street, Suite 12.148, St. Louis, MO
63102 (the "Settlement Hearing"). The purpose of the Settlement Hearing will be
to determine: (1) whether the proposed settlement of the Derivative Actions, as
set forth in the Derivative Stipulation on file with the Court, should be
approved by the Court as fair, reasonable and adequate to Charter and its

<PAGE>

shareholders; and (2) whether judgment should be entered, dismissing the Federal
Court Derivative Action with prejudice as against all Settling Derivative
Defendants (which judgment will also require and be conditioned upon the
dismissal of the State Court Derivative Actions with prejudice). The Settlement
Hearing may be continued or adjourned from time to time by the Court at the
Settlement Hearing or any continued or adjourned session thereof without further
notice.

II.   DEFINITIONS USED IN THIS NOTICE

      1. "Andersen" shall mean Defendant Arthur Andersen LLP, AWSC Societe
Cooperative, en liquidation, and all of their past and present member firms, and
all of their respective current and former partners, members, principals,
participating principals, national directors, managing or other agents,
management personnel, officers, directors, shareholders, administrators,
servants, employees, consultants, advisors, insurers, reinsurers, attorneys,
accountants, representatives, parent companies, subsidiaries, related entities,
divisions, affiliates, predecessors, successors and assigns, along with the
heirs, spouses, executors, administrators, insurers, reinsurers,
representatives, estates, successors and assigns of any such persons or
entities.

      2. "Class Action Settlement Cash" shall mean the principal amount of
$66.25 million in cash to be paid for and on behalf of the Settling Class Action
Defendants pursuant to the settlement of the Class Action.

      3. "Company" or "Charter" shall mean defendant Charter Communications,
      Inc., a Delaware corporation, and all of its predecessors, successors,
present and former parents, subsidiaries, divisions, and related or affiliated
entities.

      4. "Derivative Plaintiffs' Counsel" shall mean all counsel of record who
entered an appearance in the Derivative Actions.

      5. "Derivative Settlement Counsel" shall mean Wechsler Harwood LLP and
Schiffrin & Barroway, LLP.

      6. "Final" shall mean, with respect to the Judgment, the stipulated
judgment dismissing with prejudice the State Court Derivative Actions, or the
judgment(s) entered dismissing the Class Action with prejudice (collectively,
the "Judgments"), that one of the following events has occurred: (1) the time
for appealing the Judgments has expired; (2) following a final affirmance on
appeal of the Judgments, the time to seek further discretionary review
(including, without limitation, from the United States Supreme Court) has
expired, or if discretionary review is allowed, such discretionary review
proceedings are subsequently dismissed with prejudice or the Judgments are
finally affirmed on discretionary review; or (3) following a final dismissal of
an appeal from the Judgments, the time to seek further discretionary review
(including, without limitation, from the United States Supreme Court) has
expired, or if discretionary review is allowed, such discretionary review
proceedings are subsequently dismissed with prejudice or the dismissal being
challenged is itself finally affirmed on discretionary review. Any proceeding or
order, or any appeal or appeal for a writ of certiorari pertaining solely to any
plan of allocation and/or

                                      - 2 -
<PAGE>

application for attorneys' fees, costs or expenses, shall not in any way delay
or preclude the Judgments from becoming Final.

      7. "Judgment" shall mean the judgment to be rendered by the Court
dismissing the Federal Court Derivative Action with prejudice, substantially in
the form and content attached to the Stipulation as Exhibit B.

      8. "Person" shall mean an individual, corporation (including all divisions
and subsidiaries), partnership, limited partnership, association, joint stock
company, estate, legal representative, trust, unincorporated association,
government or any political subdivision or agency thereof, and any business or
legal entity and their spouses, heirs, predecessors, successors,
representatives, and assigns.

      9. "Released Claims" shall collectively mean all claims (including
"Unknown Claims" as defined in 16 below), demands, rights, liabilities and
causes of action of every nature and description whatsoever, known or unknown,
whether in contract, tort, equity or otherwise, whether or not concealed or
hidden, asserted or that might have been asserted in this or any other forum or
proceeding, including, without limitation, claims for negligence, gross
negligence, indemnification, breach of duty of care and/or breach of duty of
loyalty, fraud, misrepresentation, breach of fiduciary duty, negligent
misrepresentation, unfair competition, insider trading, professional negligence,
mismanagement, corporate waste, breach of contract, or violations of any state
or federal statutes, rules or regulations, including but not limited to any
claims that arise from or relate to the matters or occurrences that were or
could have been alleged in the Derivative Actions, or any claims related to the
public disclosures or the transactions referenced therein, however described,
through and including the period of time from the alleged date of the
commencement of the class period (as set forth in the Class Action Settlement)
until the date of the execution of the Stipulation by Settling Derivative
Plaintiffs against the Released Derivative Parties (as defined in 10 below)
which have been or could have been alleged in any of the Derivative Actions up
through and including the date the Stipulation is signed.

      10. "Released Derivative Parties" shall mean each and every one of the
following: the Settling Derivative Defendants and all entities owned, affiliated
or controlled by them, all current and former Charter directors and officers and
each of their respective agents, employees, consultants, insurers, attorneys,
advisors, successors, heirs, assigns, executors, personal representatives,
marital communities and immediate families, and Andersen.

      11. "Settling Class Action Defendants" shall mean Charter, Paul G. Allen,
Jerald L. Kent, Carl E. Vogel, Kent Kalkwarf, David G. Barford, Paul E. Martin,
David L. McCall, Bill Shreffler, Chris Fenger, James H. Smith III, and Andersen
(to the extent the Court approves the Settlement with Andersen in the Class
Action (the "Andersen Settlement") and the Andersen Settlement becomes Final
pursuant to its terms).

      12. "Settling Class Action Parties" shall mean Class Action Plaintiff and
Settling Class Action Defendants.

                                      - 3 -
<PAGE>

      13. "Settling Derivative Defendants" shall mean Ronald L. Nelson, Paul G.
Allen, Marc B. Nathanson, Nancy B. Peretsman, William D. Savoy, John H. Tory,
Carl E. Vogel, and Larry W. Wangberg.

      14. "Settling Derivative Parties" shall mean Settling Derivative
Defendants, Settling Derivative Plaintiffs, and Andersen.

      15. "Settling Derivative Plaintiffs" shall mean Arthur J. Cohn, Kenneth
Stacey, Aaron Cane, and Thomas Schimmel on behalf of themselves and derivatively
on behalf of Charter.

      16. "Unknown Claims" shall mean any Released Claims which the Settling
Derivative Plaintiffs do not know or suspect to exist in his, her or its favor
at the time of the release of the Released Derivative Parties which, if known by
him, her or it, might have affected his, her or its settlement with and release
of the Released Derivative Parties, or might have affected his, her or its
decision not to object to, or opt out of, this Settlement. With respect to any
and all Released Claims, the Settling Derivative Parties stipulate and agree
that the Settling Derivative Plaintiffs expressly waive and relinquish, and by
operation of the Judgment shall have expressly waived and relinquished, to the
fullest extent permitted by law, the provisions, rights, and benefits of Section
1542 of the California Civil Code, which provides:

      A general release does not extend to claims which the creditor does not
      know or suspect to exist in his favor at the time of executing the
      release, which if known by him must have materially affected his
      settlement with the debtor.

      The Settling Derivative Plaintiffs expressly waive, and by operation of
the Judgment shall have waived, any and all provisions, rights and benefits
conferred by any law of the United States or of any state or territory of the
United States, or principle of common law, which is similar, comparable or
equivalent to Section 1542 of the California Civil Code. The Settling Derivative
Plaintiffs may hereafter discover facts in addition to or different from those
which he, she or it now knows or believes to be true with respect to the subject
matter of the Released Claims, but each of them hereby stipulate and agree that
the Settling Derivative Plaintiffs do settle and release, and by operation of
the Judgment shall have, fully, finally, and forever settled and released any
and all Released Claims, known or unknown, suspected or unsuspected, contingent
or non-contingent, whether or not concealed or hidden, which now exist, or
heretofore have existed upon any theory of law or equity now existing or coming
into existence in the future, including, but not limited to, conduct which is
negligent, intentional, with or without malice, or a breach of any duty, law or
rule, without regard to the subsequent discovery or existence of such different
or additional facts. The Settling Derivative Parties acknowledge that the
foregoing waiver was bargained for and a key element of the Settlement of which
this release is a part.

                                      - 4 -
<PAGE>

III.  SUMMARY OF THE DERIVATIVE ACTIONS AND RELATED LITIGATION

      1.    BACKGROUND

      Charter is a broadband communications company. The Company provides analog
video, digital video, cable modem, and telephony services to more than 6 million
customers residing in 37 different states. Charter is headquartered in St.
Louis, Missouri. Andersen served as Charter's outside auditor for fiscal years
1999-2001.

      On July 18, 2002, a Merrill Lynch analyst issued a report that questioned
several of Charter's accounting practices, including the capitalization of
certain customer service representative costs. The following day, the price of
Charter's common stock declined from $4.06 per share to $3.50 per share.

      On August 16, 2002, Charter announced that the U.S. Attorney's Office for
the Eastern District of Missouri had initiated a grand jury investigation into
certain of Charter's operations. The day after this announcement, the price of
Charter's common stock declined from $2.71 per share to $2.53 per share.

      On April 1, 2003, Charter announced that it was restating its financial
reports for 2000 and 2001, and the first three quarters of 2002.

      On July 24, 2003, a Grand Jury indicted David G. Barford, Kent Kalkwarf,
David L. McCall, and James H. Smith, III for a conspiracy allegedly carried out
from May 2001 through March 2002 to inflate Charter's subscriber numbers and
subscriber growth numbers. It further charged Messrs. Barford and Kalkwarf with
causing Charter to enter into allegedly sham agreements with Scientific-Atlanta,
Inc. ("Scientific-Atlanta") and Motorola, Inc. ("Motorola") in the Fall of 2000.
Messrs. McCall, Barford, Smith, and Kalkwarf pled guilty to one count of
conspiracy to commit wire fraud to inflate Charter's subscriber numbers.

      On July 27, 2004, the Securities and Exchange Commission ("SEC") filed an
Order Instituting Cease-And-Desist Proceedings, Makings Findings, And Imposing A
Cease-And-Desist Order Pursuant to Section 21C of the Securities Exchange Act of
1934 (the "SEC Order") on the consent of Charter, which neither admitted nor
denied the allegations therein, regarding certain subscriber count practices and
accounting for certain agreements with Motorola and Scientific-Atlanta. The SEC
Order did not allege any wrongdoing regarding Charter's accounting, except with
respect to the agreements with Motorola and Scientific-Atlanta.

      2.    THE DERIVATIVE ACTIONS

      On or after September 12, 2002, three shareholder derivative actions were
filed in the Circuit Court for the City of St. Louis (the "State Court"),
captioned Kenneth Stacey, Derivatively on Behalf of Nominal Defendant Charter
Communications, Inc. v. Ronald L. Nelson, et al., and Charter Communications,
Inc., No. 022-10625, Aaron Cane, Derivatively on behalf of Nominal Defendant
Charter Communications, Inc., v. Ronald L. Nelson, et al., and Charter
Communications, Inc., No. 022-11450, and Thomas Schimmel v. Paul Allen, et al.,
and Charter Communications, Inc., No. 044-00858 (the "State Court Derivative

                                      - 5 -
<PAGE>

Actions"). On December 17, 2002, the Court granted Stacey and Cane's motion to:
(1) consolidate the State Court Derivative Actions; and (2) appoint Schiffrin &
Barroway, LLP, as Lead Counsel in the State Court Derivative Actions.

      On February 12, 2003, a shareholder derivative action was filed in the
United States District Court for the Eastern District of Missouri, captioned
Arthur J. Cohn, Derivatively on behalf of Nominal Defendant Charter
Communications, Inc. v. Ronald L. Nelson, et al., and Charter Communications,
Inc., Case No. 4:03CV00177 ERW (the "Federal Court Derivative Action," and
together with the State Court Derivative Actions, the "Derivative Actions").

      The Complaints in the Derivative Actions named as defendants the following
former and/or current officers and members of Charter's Board of Directors:
Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William
D. Savoy, John H. Tory, Carl E. Vogel, and Larry W. Wangberg. The Complaints in
the State Court Derivative Actions also named Andersen as a defendant.
Generally, Plaintiffs in the Derivative Actions alleged that the Charter Board
of Directors breached fiduciary duties owed to Charter and its shareholders by,
among other things, causing or allowing the Company to disseminate to the market
materially misleading inaccurate information, placing their own personal
interests above the Company's, failing to prevent the Company and its officers
and directors from committing acts which would, and did, injure the Company, and
failing to establish and maintain adequate internal accounting controls at the
Company.

      By agreement of all the parties, all formal proceedings in the Derivative
Actions were voluntarily stayed pending resolution of Motions to Dismiss in the
Class Action (as defined below).

      3.    THE CLASS ACTION

      On or after July 31, 2002, fourteen federal securities class action
complaints, including StoneRidge Investment Partners LLC v. Charter
Communications, Inc., No. 4:02-CV-1186 CAS, were filed against Charter and
various other defendants, including Paul G. Allen, Jerald L. Kent, Carl E.
Vogel, Kent Kalkwarf, David G. Barford, Paul E. Martin, David L. McCall, Bill
Shreffler, Chris Fenger, James H. Smith III, Scientific-Atlanta, Motorola, and
Andersen. These complaints were consolidated, pursuant to order of the
Multi-District Litigation Panel, in the U.S. District Court for the Eastern
District of Missouri, and captioned In re Charter Communications, Inc.
Securities Litigation, MDL Docket No. 1506 (CAS) (the "Class Action").

      By Order dated April 16, 2003, the Court appointed StoneRidge Investment
Partners, LLC as lead plaintiff (hereinafter "Class Action Plaintiff"), and
appointed Pomerantz Haudek Block Grossman & Gross LLP as lead counsel
(hereinafter "Class Action Plaintiff's Counsel").

      Class Action Plaintiff filed an Amended Consolidated Class Action
Complaint (the "Class Action Complaint") on August 5, 2003. The Class Action
Complaint asserted claims against Charter, various individual defendants,
Andersen, Scientific-Atlanta, and Motorola for alleged violations of sections
10(b) and 20(a) of the Securities Exchange Act of 1934,

                                      - 6 -
<PAGE>

and Rule 10b-5 promulgated thereunder, and sections 11, 12, and 15 of the
Securities Act of 1933. The Class Action Complaint sought recovery for
purchasers of Charter common stock during the period of November 8, 1999 through
July 17, 2002, and damages through August 16, 2002.

      On August 26, 2003, Charter filed a Motion to Dismiss the Class Action,
which Class Action Plaintiff opposed. Other defendants in the Class Action filed
Motions to Dismiss between September 8, 2003 to October 17, 2003, which the
Class Action Plaintiff also opposed. The hearing on these Motions to Dismiss has
been taken off-calendar in light of the Settlement of the Class Action.

      By Memorandum Decision dated October 12, 2004, the Honorable Charles A.
Shaw denied the Motion to Dismiss the Amended Complaint against Arthur Andersen
LLP, but granted the Motions to Dismiss by Scientific-Atlantic and Motorola.
Class Action Plaintiff filed a motion for reconsideration on October 26, 2004,
which was denied on December 20, 2004. Class Action Plaintiff has appealed this
decision.

      4.    SETTLEMENT NEGOTIATIONS AND MEDIATION

      In or around March 2004, Settling Derivative Plaintiffs and their counsel
agreed to coordinate their litigation efforts going forward. At approximately
this same time, Derivative Settlement Counsel began a dialogue with counsel for
the Settling Derivative Defendants regarding the possible settlement of the
Derivative Actions. These discussions, which commenced in or around April 2004,
lasted throughout the Summer of 2004. During the course of these discussions,
the Settling Derivative Parties exchanged certain non-public information with
each other. Thereafter, on August 2, 2004, the Settling Derivative Parties
(except Andersen) participated in a joint mediation session with the Settling
Class Action Parties (except Andersen). The Honorable Edward A. Infante (Ret.)
presided over this joint mediation, which occurred after extensive briefing of
Judge Infante by the Settling Class Action Parties and the Settling Derivative
Parties. At the August 2, 2004 mediation, all settling parties and Judge Infante
discussed, among other things, the respective claims and defenses, expert
damages analyses, legal analyses, the discovery and motion practice conducted
and expected to be conducted in the Class Action and the Derivative Actions, the
evidence expected to be offered by the parties at trial, and other important
factual and legal issues and matters relating to the merits of the Class Action
and the Derivative Actions.

      The Settling Derivative Plaintiffs and the Settling Derivative Defendants
were able to reach an agreement in principle following the August 2, 2004
mediation, which was memorialized in a Memorandum of Understanding (the "MOU")
dated August 5, 2004. The substance of the MOU is reflected in and superseded by
the Stipulation. Also on August 5, 2004, the Settling Class Action Parties
agreed to a Memorandum of Understanding regarding settlement of the Class
Action.

      Subsequent to the Court's October 12, 2004 decision, negotiations took
place between the Class Action Plaintiff and Andersen that resulted in the
agreement whereby all claims and potential claims in the Class Action and the
Derivative Actions against Andersen were settled.

                                      - 7 -
<PAGE>

      Concurrently with the submission of the Stipulation, the Settling Class
Action Parties will submit Stipulations of Settlement for the Class Action to
the Court, signed on January 13, 2005 and attached hereto as Exhibit A (without
exhibits). The Class Action Settlement is conditioned, among other things, upon
this Settlement being approved by the Court, a Judgment being entered that
becomes Final, and the dismissal of each of the Derivative Actions with
prejudice.

      5.    DISCOVERY, INVESTIGATION, AND RESEARCH CONDUCTED BY DERIVATIVE
            PLAINTIFF

      Derivative Settlement Counsel has conducted a thorough investigation of
the facts and legal issues associated with the prosecution and Settlement of the
Derivative Actions. This discovery and investigation has included, inter alia:
(1) the retention of a private investigator to assist in ascertaining the nature
of the relationships among the Defendants; (2) consultations with various
experts, including a corporate governance expert; (3) a comprehensive review of
Charter's public filings, annual reports, and other public statements; (4)
research into the applicable law with respect to the claims asserted in the
Derivative Actions and the potential defenses thereto; (5) inspection of tens of
thousands pages of documents produced by Settling Derivative Defendants pursuant
to agreement reached during the August 2, 2004 mediation and in the MOU; and (6)
participation in various interviews with current and former Charter employees
and a current member of Charter's Board of Directors.

IV.   CLAIMS OF THE SETTLING DERIVATIVE PLAINTIFFS AND BENEFITS OF SETTLEMENT

      The Settling Derivative Plaintiffs believe that the claims asserted in the
Derivative Actions have merit and that the evidence developed to date in the
Derivative Actions supports the claims asserted. The Settling Derivative
Plaintiffs assert and believe they would present supporting evidence at trial,
that the Charter Board of Directors breached fiduciary duties owed to Charter
and its shareholders by, among other things, causing or allowing the Company to
disseminate to the market materially misleading inaccurate information through
public statements, placing their own personal interests above the Company's,
failing to prevent the Company and its officers and directors from committing
acts which would, and did, injure the Company, and failing to establish and
maintain adequate internal accounting controls at the Company, and failing to
adequately supervise Company personnel in the performance of duties relating to,
among other things, the public disclosures of the Company, the accounting of
certain transactions, including those relating to the purchase of set top boxes
from third party suppliers and related party transactions, including those
referenced in the Company's public disclosures.

      However, Derivative Settlement Counsel recognize and acknowledge the
expense and length of continued proceedings, trial, and appeals. Derivative
Settlement Counsel also has taken into account the uncertain outcome and the
risk of any litigation, especially in complex actions such as the Derivative
Actions, as Derivative Settlement Counsel are also mindful of the inherent
problems of proof under and possible defenses to the claims asserted in the
Derivative Actions, including the defenses asserted by the Settling Derivative

                                      - 8 -
<PAGE>

Defendants and Andersen during the litigation, in settlement negotiations, and
in the mediation proceedings.

      In light of the foregoing, Derivative Settlement Counsel believe that the
Settlement set forth in the Stipulation confers substantial benefits upon
Charter. Based on its evaluation, and its substantial experience in this area of
the law, Derivative Settlement Counsel has determined that the Settlement set
forth in the Stipulation is in the best interests of the Settling Derivative
Plaintiffs and Charter.

V.    SETTLING DERIVATIVE DEFENDANTS' AND ANDERSEN'S STATEMENT AND DENIALS OF
      WRONGDOING AND LIABILITY

      The Settling Derivative Defendants and Andersen have denied and continue
to deny each and all of the claims and contentions alleged by the Settling
Derivative Plaintiffs. The Settling Derivative Defendants and Andersen assert
that their conduct was proper and that there was no breach of fiduciary or other
duties, deny any liability or wrongdoing whatsoever, including, but not limited
to, each of the allegations asserted in the Derivative Actions, assert that the
Derivative Actions are subject to a number of procedural defenses, and further
assert that Charter has not sustained any damages as a result thereof. Settling
Derivative Defendants and Andersen have further asserted, and continue to
assert, that at all relevant times, they acted in good faith, and in a manner
they reasonably believed to be in the best interests of Charter and its
shareholders.

      Nonetheless, the Settling Derivative Defendants and Andersen have
concluded that further conduct of the Derivative Actions would be protracted and
expensive, and that it is desirable that the Derivative Actions be fully and
finally settled in the manner and upon the terms and conditions set forth in the
Stipulation in order to limit further expense, inconvenience and distraction, to
dispose of the burden of protracted litigation, and (on the part of the Settling
Derivative Defendants) to permit the operation of the Company's business without
further distraction and diversion of the Company's executive personnel with
respect to matters at issue in the Derivative Actions. The Settling Derivative
Defendants also have taken into account the uncertainty and risks inherent in
any litigation, especially in complex cases like this litigation.

      The Settling Derivative Defendants and Andersen have, therefore,
determined that it is desirable and beneficial to them that the Derivative
Actions be settled in the manner and upon the terms and conditions set forth in
the Stipulation. The Settling Derivative Defendants and Andersen enter into the
Stipulation and Settlement without in any way acknowledging any fault,
liability, or wrongdoing of any kind. There has been no adverse determination by
any court against any of the Settling Derivative Defendants or Andersen on the
merits of the claims asserted by the Settling Derivative Plaintiffs. Neither the
Stipulation, nor any of its terms or provisions, nor any of the negotiations or
proceedings connected with it, shall be construed as an admission or concession
by any of the Settling Derivative Defendants or Andersen of the merit or truth
of any of the allegations or wrongdoing of any kind on the part of any of the
Settling Derivative Defendants or Andersen. The Settling Derivative Defendants
and Andersen enter into the Stipulation and Settlement based upon, among other
things, the parties' agreement herein that, to the fullest extent permitted by
law, neither the Stipulation nor any of the terms or provisions, nor any

                                      - 9 -
<PAGE>

of the negotiations or proceedings connected therewith, shall be offered as
evidence in the Derivative Actions or in any pending or future civil, criminal,
or administrative action or other proceeding to establish any liability or
admission by any of the Settling Derivative Defendants, Andersen, or to any of
their respective Related Entities or any other matter adverse to any of the
Settling Derivative Defendants, Andersen, or any of their respective Related
Entities, except as expressly set forth herein.

VI.   SUMMARY OF TERMS OF THE PROPOSED SETTLEMENT

      In full and final settlement of all claims asserted or referred to in the
Derivative Actions, and all claims that have been and could be asserted against
the Settling Derivative Defendants and Andersen in the Derivative Actions, the
Settling Derivative Defendants agree that the Board of Directors of Charter by
amendment to Charter's bylaws, or other means as appropriate, shall adopt the
changes regarding corporate governance set forth in Exhibit C to the
Stipulation. In addition, the Settling Derivative Plaintiffs helped to confer
substantial financial benefits upon Charter, including: (1) helping to preserve
and advance payment to Charter of funds from Charter's insurers for payment of
defense costs that otherwise may have been borne by Charter and in connection
with the resolution of the Class Action; (2) helping to effectuate a global
resolution of actions pending against Charter through participation in the
mediation and settlement discussions; and (3) helping to ensure that the
settlement of the Class Action provided a possibility of a financial benefit to
the Company should the price of Charter stock increase above the valuation used
for purposes of pricing the equity portion of the consideration in the Class
Action settlement.

      The Company and its Board of Directors are satisfied that the foregoing
constitutes reasonably equivalent value for the dismissal of the Derivative
Actions with prejudice and the release of the Released Claims, and is a fair,
reasonable and adequate resolution of the Derivative Actions and the Released
Claims on the Company's behalf and is in the best interests of the Company and
the Company's shareholders.

VII.  SUMMARY OF DISMISSAL AND RELEASES

      If the proposed Settlement is approved by the Court, the Court will enter
Judgment. The Judgment will dismiss the Released Claims (including "Unknown
Claims"), with prejudice as to all of the Released Derivative Parties. Claims
for violation of the Stipulation (including any exhibits) are preserved.

      The Judgment will further provide for the release of the Released
Derivative Parties from all claims (including "Unknown Claims"), arising out of,
relating to, or in connection with the defense, or resolution of the Derivative
Actions or the Released Claims with prejudice, and for the release of the
Settling Derivative Plaintiffs and Derivative Plaintiffs' Counsel from the
filing and prosecution of any lawsuit or claim by the Settling Derivative
Defendants based on any claims (including "Unknown Claims") alleged or which
could have been alleged in the Derivative Actions against the Settling
Derivative Plaintiffs or Derivative Plaintiffs' Counsel arising out of, relating
to, or in connection with the commencement, prosecution, assertion or resolution
of the Derivative Actions or the Released Claims. Finally, the Judgment will
provide for the release by Charter and the Settling Derivative Defendants of
Andersen from all claims arising out of, relating to, or in

                                     - 10 -
<PAGE>

connection with the defense, or resolution of the Derivative Actions, and for
the release by Andersen of Charter and the Settling Derivative Defendants and
all entities owned, affiliated or controlled by them, all current and former
Charter directors and officers and each of their respective agents, employees,
consultants, insurers, attorneys, advisors, successors, heirs, assigns,
executors, personal representatives, marital communities and immediate families
from all claims arising out of, relating to, or in connection with the defense,
or resolution of the Derivative Actions.

      Upon approval of the Settlement, the State Court Derivative Actions will
be dismissed with prejudice, pursuant to a stipulated judgment.

VIII. DERIVATIVE PLAINTIFFS' COUNSEL'S ATTORNEYS' FEES AND REIMBURSEMENT OF
      COSTS AND EXPENSES

      The Settling Derivative Parties have agreed that an amount up to but no
greater than $2.25 million shall be paid to Derivative Plaintiffs' Counsel from
the Class Action Settlement Cash, subject to Court approval. Charter and the
Settling Derivative Defendants shall not otherwise be liable for any fees or
costs incurred by Derivative Plaintiffs' Counsel. Charter agrees that it will
not oppose any application submitted in the Class Action by Derivative
Plaintiffs' Counsel for attorneys fees, costs and expenses (the "Fee and Expense
Application") up to $2.25 million.

IX.   CONDITIONS OF SETTLEMENT

      The Settlement is conditioned upon the occurrence of certain events
described in the Stipulation. Those events include, among other things: (1) the
entry of the Judgment by the Court, as provided for in the Stipulation; (2)
Judgment has become Final; and (3) the dismissal of the Derivative Actions with
prejudice. If any of the conditions is not met, the Stipulation might be
terminated, and, if terminated, will become null and void, and the Settling
Derivative Parties will be restored to their respective positions as of August
4, 2004 (as to the Settling Derivative Defendants) and as of October 12, 2004
(as to Andersen).

X.    THE RIGHT TO BE HEARD AT THE HEARING

      Any Charter stockholder may appear at the Settlement Hearing to show cause
why the proposed settlement should not be approved or why a judgment should or
should not be entered thereon. Any such Person must submit a written notice of
objection including the basis therefore, together with proof of current
ownership of Charter common stock, postmarked on or before ____________, 2005,
to each of the following:

                  Clerk of the Court
                  United States District Court
                  Eastern District of Missouri
                  111 S. 10th Street, Suite 3.300
                  St. Louis, MO 63102

                               - 11 -
<PAGE>

                  WECHSLER HARWOOD LLP
                  Robert I. Harwood, Esq.
                  488 Madison Avenue, 8th Floor
                  New York, NY 10022

                  Attorneys for Plaintiff Arthur J. Cohn

                  SCHIFFRIN & BARROWAY, LLP
                  Eric L. Zagar, Esq.
                  Three Bala Plaza East, Suite 400
                  Bala Cynwyd, PA 19004
                  Attorneys for Plaintiff Kenneth R. Stacey

                  IRELL & MANELLA LLP
                  David Siegel, Esq.
                  David Schwarz, Esq.
                  Craig Varnen, Esq.
                  1800 Avenue of the Stars, Suite 900
                  Los Angeles, CA 90067-4276

                  Attorneys for Nominal Defendant Charter Communications,
                  Inc. and current for former directors Ronald L. Nelson,
                  Marc B. Nathanson, Nancy B. Peretsman, William D. Savoy,
                  John H. Tory, Carl E. Vogel, and Larry W. Wangberg

                  MAYER, BROWN, ROWE & MAW LLP
                  Jonathan C. Medow, Esq.
                  John J. Tharp, Jr., Esq.
                  190 South LaSalle St.
                  Chicago, IL 60603

                  Attorneys for Defendant Arthur Andersen LLP

      Unless otherwise ordered by the Court, any shareholder of Charter who does
not make his, her or its notice of objection in the manner provided shall be
deemed to have waived all objections and opposition to the fairness,
reasonableness and adequacy of the proposed settlement of the Derivative
Actions.

XI.   EXAMINATION OF PAPERS

      This Notice is a summary and does not describe all of the details of the
Stipulation. For full details of the matters discussed in this Notice, you may
desire to review the Stipulation filed with the Court, which may be inspected
during business hours, at the office of the Clerk of the Court, United States
Courthouse, 111 S. 10th Street, Suite 3.300, St. Louis, MO 63102.

      If you have any questions about the settlement of the Derivative Actions,
you may contact Derivative Plaintiffs' Counsel by writing:

                                     - 12 -
<PAGE>

                  WECHSLER HARWOOD LLP
                  Robert I. Harwood, Esq.
                  488 Madison Avenue, 8th Floor
                  New York, NY 10022

                  Attorneys for Plaintiff Arthur J. Cohn

                  SCHIFFRIN & BARROWAY, LLP
                  Eric L. Zagar, Esq.
                  Three Bala Plaza East, Suite 400
                  Bala Cynwyd, PA 19004

                  Attorneys for Plaintiff Kenneth R. Stacey

DO NOT TELEPHONE THE COURT OR ANY REPRESENTATIVE OF CHARTER REGARDING THIS
NOTICE.

DATED: _________________________

BY ORDER OF THE UNITED STATES DISTRICT COURT,
EASTERN DISTRICT OF MISSOURI

                                     - 13 -
<PAGE>

                          UNITED STATES DISTRICT COURT
                          EASTERN DISTRICT OF MISSOURI
                                EASTERN DIVISION

ARTHUR J. COHN, Derivatively on Behalf of
Nominal Defendant CHARTER
COMMUNICATIONS, INC.,

                  Plaintiffs,

      v.

RONALD L. NELSON, PAUL G. ALLEN,        No. 4:03-CV-00177-ERW
MARC B. NATHANSON, NANCY B.
PERETSMAN, WILLIAM D. SAVOY, JOHN H.
TORY, CARL E. VOGEL, and LARRY W.
WANGBERG,

                  Defendants,

and

CHARTER COMMUNICATIONS, INC.,

           Nominal Defendant.

                      SUMMARY NOTICE OF PROPOSED SETTLEMENT
                              OF DERIVATIVE ACTIONS

                                   EXHIBIT E-2

<PAGE>

TO:   ALL PERSONS WHO ARE CURRENT HOLDERS OF CHARTER COMMON STOCK

      YOU ARE HEREBY NOTIFIED that the parties to the actions pending in the
Circuit Court for the City of St. Louis, entitled Kenneth Stacey, Derivatively
on Behalf of Nominal Defendant Charter Communications, Inc. v. Ronald L. Nelson,
et al., and Charter Communications, Inc., No. 022-10625, Aaron Cane,
Derivatively on behalf of Nominal Defendant Charter Communications, Inc., v.
Ronald L. Nelson, et al., and Charter Communications, Inc., No. 022-11450, and
Thomas Schimmel, Derivatively on behalf of Nominal Defendant Charter
Communications, Inc. v. Ronald L. Nelson, et al., and Charter Communications,
Inc., No. 044-0858 (consolidated as In re Charter Communications, Inc.
Shareholder Derivative Litigation, Index No. 022-10625), and the parties to the
action pending in the United States District Court for the Eastern District of
Missouri, entitled Arthur J. Cohn, Derivatively on behalf of Nominal Defendant
Charter Communications, Inc. v. Ronald L. Nelson, et al., and Charter
Communications, Inc., Case No. 4:03CV00177 ERW (collectively, the "Derivative
Actions") have entered into a Stipulation of Settlement (the "Derivative
Stipulation") to resolve the claims asserted therein.

      PLEASE BE FURTHER ADVISED that pursuant to a Court order, a hearing will
be held on __________, 2005, at ____ _.m., before the Honorable Charles A. Shaw,
Judge of the United States District Court, at the United States Courthouse, 111
South 10th Street, Suite 12.148, St. Louis, MO 63102, for the purpose of
determining (1) whether the proposed settlement of the Derivative Actions
against the defendants therein (the "Derivative Defendants"), as set forth in
the Derivative Stipulation on file with the Court, should be approved by the
Court as fair, reasonable and adequate to Charter and its shareholders, and (2)
whether judgment should be entered, dismissing the Federal Court Derivative
Action with prejudice as against the Settling Derivative Defendants (which
judgment will also require and be conditioned upon the dismissal of the State
Court Derivative Actions with prejudice).

      If you are a current shareholder of Charter, your rights may be affected
by the settlement of the Derivative Actions.

      If you currently own Charter common stock and have not received a "Notice
of Hearing on Proposed Settlement of Derivative Actions," you may obtain copies
by contacting the following: Charter Derivative Litigation, c/o Claims
Administrator, _________________.

      Any objection to the settlement must be filed no later than
_______________, 2005 and show due proof of service on each of:

                  WECHSLER HARWOOD LLP
                  Robert I. Harwood, Esq.
                  488 Madison Avenue, 8th Floor
                  New York, NY 10022

                  Attorneys for Plaintiff Arthur J. Cohn

<PAGE>

                  SCHIFFRIN & BARROWAY, LLP
                  Eric L. Zagar, Esq.
                  Three Bala Plaza East, Suite 400
                  Bala Cynwyd, PA 19004

                  Attorneys for Plaintiff Kenneth R. Stacey

                  IRELL & MANELLA LLP
                  David Siegel, Esq.
                  David Schwarz, Esq.
                  Craig Varnen, Esq.
                  1800 Avenue of the Stars, Suite 900
                  Los Angeles, CA 90067-4276

                  Attorneys for Nominal Defendant Charter Communications, Inc.
                  and current or former directors Ronald L. Nelson,
                  Marc B. Nathanson, Nancy B. Peretsman, William D. Savoy,
                  John H. Tory, Carl E. Vogel, and Larry W. Wangberg,
                  and

                  MAYER, BROWN, ROWE & MAW LLP
                  Jonathan C. Medow, Esq.
                  John J. Tharp, Jr., Esq.
                  190 South LaSalle St.
                  Chicago, IL 60603

                  Attorneys for Defendant Arthur Andersen LLP

      Any inquiries about the Derivative Actions can be made in writing to
Derivative Plaintiffs' Counsel: Wechsler Harwood LLP, 488 Madison Avenue, 8th
Floor, New York, NY 10022, and Schiffrin & Barroway LLP, Three Bala Plaza East,
Suite 400, Bala Cynwyd, PA 19004.

DO NOT TELEPHONE THE COURT OR ANY REPRESENTATIVE OF CHARTER REGARDING THIS
NOTICE.

DATED: _________________________

BY ORDER OF THE UNITED STATES DISTRICT COURT,
EASTERN DISTRICT OF MISSOURI

                                      - 2 -
<PAGE>

                                    EXHIBIT F

                  IN THE CIRCUIT COURT OF THE CITY OF ST. LOUIS

                                STATE OF MISSOURI

In re CHARTER COMMUNICATIONS,          )  No. 022-10625
INC. SHAREHOLDER DERIVATIVE            )
LITIGATION                             )
                                       )
KENNETH STACEY, Derivatively on        )  No. 022-10625
Behalf of Nominal Defendant            )
CHARTER COMMUNICATIONS, INC.,          )  Division No. 1
                                       )
            Plaintiff,                 )
                                       )
      v.                               )
                                       )
RONALD L. NELSON, PAUL G. ALLEN,       )
MARC B. NATHANSON, NANCY B.            )
PERETSMAN, WILLIAM D. SAVOY,           )
JOHN H. TORY, CARL E. VOGEL,           )
LARRY W. WANGBERG, and                 )
ARTHUR ANDERSEN, LLP,                  )
                                       )
            Defendants,                )
                                       )
      and                              )
                                       )
CHARTER COMMUNICATIONS, INC.,          )
                                       )
            Nominal Defendant.         )
                                       )
AARON CANE, Derivatively on            )  No. 022-11450
Behalf of Nominal Defendant            )
CHARTER COMMUNICATIONS, INC.,          )  Division No. 1
                                       )
            Plaintiff,                 )
                                       )
      v.                               )
                                       )
RONALD L. NELSON, PAUL G. ALLEN,       )
MARC B. NATHANSON, NANCY B.            )
PERETSMAN, WILLIAM D. SAVOY,           )
JOHN H. TORY, CARL E. VOGEL,           )
LARRY W. WANGBERG, and                 )
ARTHUR ANDERSEN, LLP,                  )
                                       )
            Defendants,                )
                                       )
      and                              )

<PAGE>

CHARTER COMMUNICATIONS, INC.,          )
                                       )
            Nominal Defendant.         )
                                       )
THOMAS SCHIMMEL, Derivatively on       )  No. 044-00858
Behalf of Nominal Defendant            )
CHARTER COMMUNICATIONS, INC.,          )  Division No. 1
                                       )
            Plaintiff,                 )
                                       )
      v.                               )
                                       )
RONALD L. NELSON, PAUL G. ALLEN,       )
MARC B. NATHANSON, NANCY B.            )
PERETSMAN, WILLIAM D. SAVOY,           )
JOHN H. TORY, CARL E. VOGEL,           )
LARRY W. WANGBERG, and                 )
ARTHUR ANDERSEN, LLP,                  )
                                       )
            Defendants,                )
                                       )
                                       )
      and                              )
                                       )
CHARTER COMMUNICATIONS, INC.,          )
                                       )
            Nominal Defendant.         )

      JOINT MOTION TO DISMISS SHAREHOLDER DERIVATIVE ACTIONS

      COME NOW, the undersigned parties, and jointly and respectfully request
pursuant to Missouri Supreme Court Rule 52.9 that this Court dismiss the
above-entitled consolidated actions with prejudice.

            1. On or after September 12, 2002, three shareholder derivative
actions were filed in this Court, captioned Kenneth Stacey, Derivatively on
Behalf of Nominal Defendant Charter Communications, Inc. v. Ronald L. Nelson, et
al., and Charter Communications, Inc., No. 022-10625, Aaron Cane, Derivatively
on behalf of Nominal Defendant Charter Communications, Inc., v. Ronald L.
Nelson, et al., and Charter Communications, Inc., No. 022-11450, and Thomas
Schimmel v. Paul Allen, et al., and Charter Communications, Inc., No. 044-00858
(the "State Court Derivative Actions").

                                      -2-
<PAGE>

            2. On December 17, 2002, the Court granted Stacey and Cane's motion
to: (1) consolidate the State Court Derivative Actions; and (2) appoint
Schiffrin & Barroway, LLP, as Lead Counsel in the State Court Derivative
Actions. On July 14, 2004, the action brought by Thomas Schimmel was
consolidated into this action.

            3. On February 12, 2003, a shareholder derivative action was filed
in the United States District Court for the Eastern District of Missouri,
captioned Arthur J. Cohn, Derivatively on behalf of Nominal Defendant Charter
Communications, Inc. v. Ronald L. Nelson, et al., and Charter Communications,
Inc., Case No. 4:03CV00177 ERW, (the "Federal Court Derivative Action," and
together with the State Court Derivative Actions, the "Derivative Actions"). The
allegations in the Federal Court Derivative Action were substantively identical
to those in the State Court Derivative Actions.

            4. The underlying factual allegations of the Derivative Actions
relate to a previously filed consolidated federal securities class action in the
United States District Court for the Eastern District of Missouri, captioned In
re Charter Communications, Inc. Securities Litigation, MDL Docket No. 1506 (CAS)
(the "Class Action").

            5. The Complaints in the Derivative Actions named as defendants the
following former and/or current officers and members of Charter's Board of
Directors: Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B.
Peretsman, William D. Savoy, John H. Tory, Carl E. Vogel, and Larry W. Wangberg
(the "Settling Derivative Defendants"). The Complaints in the State Court
Derivative Actions also named Arthur Andersen LLP as a defendant.

            6. The plaintiffs in the Derivative Actions, the Settling Derivative
Defendants, and Arthur Andersen LLP (collectively, the "Settling Derivative
Parties") have reached an agreement to settle the Derivative Actions. That
agreement is embodied in the Stipulation of Settlement dated as of January 24,
2005, and attached hereto as Exhibit A (the "Derivative Settlement").

                                      -3-
<PAGE>

            7. Lead plaintiff in the Class Action, Charter and its current and
former officers and directors who had been named as defendants in the Class
Action, and Arthur Andersen LLP have also reached an agreement to settle the
Class Action. That agreement is embodied in the Stipulations of Settlement dated
as of January 24, 2005, and attached hereto as Exhibit B and C (the "Class
Action Settlement").

            8. The effectiveness of both the Derivative Settlement and the Class
Action Settlement is conditioned upon, among other things, the dismissal of the
State Court Derivative Actions with prejudice after approval of the Derivative
Settlement.

            9. After notice to members of the settlement class in the Class
Action and a hearing regarding whether the Class Action Settlement should be
approved, the Court in the Class Action approved the Class Action Settlement as
fair, reasonable, and adequate to all members of the settlement class on
_____________, 2005. A copy of the Notice that was sent to members of the
settlement class is attached hereto as Exhibit D. A copy of the Summary Notice
is attached hereto as Exhibit E. A copy of the Court's _____________, 2005 Order
is attached hereto as Exhibit F.

            10. After notice to Charter shareholders and a hearing regarding
whether to approve the Derivative Settlement, the Court in the Federal Court
Derivative Action approved the Derivative Settlement as being fair, just,
reasonable and adequate as to each of the Settling Derivative Parties on
___________, 2005. A copy of the Notice that was sent to Charter shareholders is
attached hereto as Exhibit G. A copy of the Summary Notice is attached hereto as
Exhibit H. A copy of the Court's ________________, 2005 Order is attached hereto
as Exhibit I.

            11. The notice sent to Charter shareholders detailed that the State
Court Derivative Cases would be dismissed with prejudice upon approval of the
Derivative Settlement. Accordingly, the requirements of Missouri Supreme Court
Rule 52.09 have been satisfied.

                                      -4-
<PAGE>

            WHEREFORE, the undersigned parties hereby request that the Court
dismiss the State Court Derivative Actions with prejudice as to all parties.

<TABLE>
<S>                                               <C>
Dated: ______________, 2005                       Dated: ______________, 2005

Roman Wuller, Esq., Bar Number _____              Thomas C. Antoniou, Esq., Bar Number: 42432
Stephen B. Higgins, Esq., Bar Number _____        ANTONIOU & ANTONIOU, L.L.C.
THOMPSON COBURN LLP                               8008 Carondelet, Suite 314
One US Bank Plaza                                 St. Louis, Missouri 63105
Suite 3500                                        Telephone: (314) 725-1996
St.Louis, Missouri 63101                          Facsimile: (314) 725-1925
(314) 552-6000
(314) 552-7000 Fax                                LIAISON COUNSEL FOR PLAINTIFFS

                                                  Eric L. Zagar, Esq.
CO-COUNSEL FOR NOMINAL DEFENDANT CHARTER          SCHIFFRIN & BARROWAY, LLP
COMMUNICATIONS, INC.                              Three Bala Plaza East, Suite 400
                                                  Bala Cynwyd,Pennsylvania 19004
David Siegel, Esq.,                               Telephone: (610) 667-7706
Craig Varnen, Esq.,                               Facsimile: (610) 667-7056
IRELL & MANELLA LLP
1800 Avenue of the Stars, Suite 900               LEAD COUNSEL FOR PLAINTIFFS
Los Angeles, California 90067
(310) 277-1010
(310) 203-7199 Fax
E-mail: dsiegel@irell.com
E-mail: cvarnen@irell.com

COUNSEL FOR NOMINAL DEFENDANT CHARTER
COMMUNICATIONS, INC. AND CURRENT OR
FORMER DIRECTORS RONALD L. NELSON, MARC
B. NATHANSON, NANCY B. PERETSMAN,
WILLIAM B. SAVOY, JOHN H. TORY, CARL E.
VOGEL, AND LARRY W. WANGBERG, AND

Edward L. Dowd, Jr., Esq.
BRYAN CAVE LLP
One Metropolitan Square
211 North Broadway
St. Louis, Missouri 63102-2750
(314) 259-2000
(314) 259-2020 Fax
</TABLE>

CO-COUNSEL FOR DEFENDANT CARL E. VOGEL.

                                      -5-
<PAGE>

<TABLE>
<S>                                               <C>
Dated: __________, 2005                           Dated: __________, 2005

Barry A. Short, Esq., Bar Number: ________        Jonathan C. Medow, Esq., Bar Number: _____
LEWIS, RICE & FINGERSH, L.C.                      John J. Tharp, Jr., Esq., Bar Number: _____
500 North Broadway, Suite 2000                    MAYER, BROWN, ROWE & MAW LLP
St. Louis, Missouri 63102-2147                    190 South LaSalle St.
(314) 444-7600                                    Chicago, Illinois 60603
(314) 241-6056 Fax                                (312) 782-0600
                                                  (312) 701-7711
Peter S. Ehrlichman, Esq.
U.S. Bank Building Centre                         ATTORNEYS FOR DEFENDANT ARTHUR ANDERSEN LLP
1420 Fifth Avenue, Suite 3400
Seattle, Washington 98101
(206) 903-8800
(206) 903-8820 Fax
Timothy J. Filer, Esq.
FOSTER PEPPER & SHEFELMAN PLLC
1111 Third Avenue, 34th Floor
Seattle, Washington 98101-3299
(206) 447-4400
(206) 447-9700 Fax



COUNSEL FOR DEFENDANT PAUL G. ALLEN
</TABLE>

                                      SO ORDERED:

                                      Dated this _________ day of _______, 2005

                                      ____________________
                                      DAVID L. DOWD, J.

                                     - 6 -