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                                                                   Exhibit 10.49


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

      This Settlement Agreement and Mutual Release ("Agreement") is made by and
among Charter Communications, Inc. ("Charter"), Paul Allen, Jerald L. Kent, Carl
E. Vogel, Kent Kalkwarf, David G. Barford, Paul E. Martin, David L. McCall, Bill
Shreffler, Chris Fenger, James Smith III, Ronald L. Nelson, Marc B. Nathanson,
Nancy B. Peretsman, William D. Savoy, John H. Tory, Larry W. Wangberg
(collectively, excluding Charter, the "Individual Insureds") on the one hand,
and Certain Underwriters at Lloyd's of London and subscribers subscribing to the
policies numbered 823/FD9901194 and 823/FD9901193 ("Underwriters") on the other
hand. Charter and the Individual Insureds shall be collectively referred to
herein as the "Charter Insureds." Each of the Charter Insureds and Underwriters
shall be referred to herein as a "Party" and collectively as the "Parties." The
"Effective Date" of this Agreement is January 24, 2005.

                                    RECITALS

      WHEREAS, Underwriters issued excess directors and officers and company
reimbursement policies numbered 823/FD9901194 for the policy period from October
14, 1999 to October 14, 2002; and 823/FD9901193 for the policy period from
October 14, 1999 to October 14, 2002 (collectively, the "Policies"); and

      WHEREAS, Charter and certain of the Individual Insureds were named as
defendants in the following actions:

-     In re Charter Communications, Inc. Securities Litigation, MDL Docket No.
      1506 (All Cases), StoneRidge Investments Partners, v. Charter
      Communications, Inc., et al., Consolidated Case No. 4:02-CV-1186-CAS in
      the United States District Court of the Eastern District of Missouri (the
      "Federal Securities Class Action")

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-     Stacey v. Nelson, et al, case no.: 022-10625, consolidated in the Circuit
      Court of the State of Missouri in and for the City of St. Louis with Cane
      v. Nelson, et al., case no.: 022-11450 and Schimmel v. Nelson, et al, case
      no.: 044-0858 (the "State Derivative Action")

-     Cohn v. Nelson, et al., case no.: 4:03CV00177, in the United States
      District Court of the Eastern District of Missouri (the "Federal
      Derivative Action", and collectively with the State Derivative Action, the
      "Derivative Actions")

The foregoing actions are referred to collectively herein as the "Actions"; and

      WHEREAS, Charter and certain of the Individual Insureds have been and/or
are the subject of investigations and/or have been indicted or have plead guilty
pursuant to those investigations by the following entities: the Securities and
Exchange Commission ("SEC") and the United States Attorney's Office ("USAO").
The foregoing investigations, together with any related indictments or
convictions of Charter and/or the Individual Insureds, are referred to
collectively herein as the "Investigations"; and

      WHEREAS, Charter and certain of the Individual Insureds were named as

defendants in the following actions:

      Eleanor Leonard, et al. v. Paul G. Allen, Larry W. Wangberg, John H. Tory,
      Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L. Nelson,
      William Savoy, and Charter Communications, Inc.

      Helene Giarraputo, et al. v. Paul G. Allen, Carl E. Vogel, Marc B.
      Nathanson, Ronald L. Nelson, Nancy B. Peretsman, William Savoy, John H.
      Tory, Larry W. Wangberg, and Charter Communications, Inc.

      Ronald D. Wells, Whitney Counsel and Mann Varghese, et al. v. Charter
      Communications, Inc., Ronald Nelson, Paul G. Allen, Marc B. Nathanson,
      Nancy B. Peretsman, William Savoy, John H. Tory, Carl E. Vogel, Larry W.
      Wangberg

      Gilbert Herman, et al. v. Paul G. Allen, Larry W. Wangberg, John H. Tory,
      Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L. Nelson,
      William Savoy, and Charter Communications, Inc.

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      Stephen Noteboom, et al. v. Paul G. Allen, Larry W. Wangberg, John H.
      Tory, Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L.
      Nelson, William Savoy, and Charter Communications, Inc.

      John Fillmore, et al. v. Paul G. Allen, Larry W. Wangberg, John H. Tory,
      Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L. Nelson,
      William Savoy, and Charter Communications, Inc.

Hereinafter referred to as the "Delaware Going Private Derivative Matter"; and

      WHEREAS, by letter dated October 13, 2003, Underwriters were provided
notice of facts and circumstances "that may give rise to a claim by a
shareholder or note holder of Charter Communications, Inc. or one of its
subsidiaries, or by any other person or entity, arising out of the ownership of
certain interests in CC VIII, LLC, an indirect limited liability company
subsidiary of CCI, which has been described as the Bresnan put situation" in
certain of Charter's four prior quarterly statements (hereinafter referred to as
the "October 13, 2003 Bresnan Put Option Notice"); and

      WHEREAS, the Charter Insureds tendered the Actions, the Investigations,
the Delaware Going Private Derivative Matter and the October 13, 2003 Bresnan
Put Option Notice to Underwriters claiming coverage under the Policies and
seeking indemnity therefor; and

      WHEREAS, Underwriters have asserted claims and/or reserved such claims
against Charter that, because of actions and/or inactions by the Charter
Insureds, Underwriters are not required to provide coverage to the Charter
Insureds for any of the Actions, the Investigations, the Delaware Going Private
Derivative Matter or the October 13, 2003 Bresnan Put Option Notice and asserted
and/or reserved claims against Charter for recoupment of any defense fees or
other payments made in respect of non-covered Loss, ("Underwriters' Claims");
and

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      WHEREAS, Charter has sought recovery under the Policies of legal fees and
costs totaling more than $11 million that have been advanced by Charter, or
which it currently is obligated to advance on behalf of itself and/or the
Individual rnsureds in respect of the Actions and the Investigations, and
Underwriters have declined to reimburse such amounts based upon Underwriters'
Claims and other defenses and arguments as to such fees and costs ("Fee and Cost
Dispute"); and

      WHEREAS, Charter has two separate presently existing disputes with
Underwriters wherein: (i) Charter contends that Underwriters failed to provide
required notice of non-renewal of the Policies and that Charter is therefore
entitled to renew the Policies for another term, and (ii) Charter contends that
if it is not entitled to renew the Policies it has properly elected the
Discovery Period under the Policies, (collectively, the "Insurance Disputes");
and

      WHEREAS, certain of the Charter Insureds and the Lead Plaintiff for the
class in the Federal Securities Class Action, StoneRidge Investment Partners,
LLC, have entered into a Memorandum of Understanding ("Federal Class MOU"),
dated August 5, 2004 and attached hereto as Exhibit A, relating to a settlement
of the Actions and are in continuing negotiations with respect to a final
settlement agreement that will provide for the settlement of the Federal
Securities Class Action (the "Federal Class Settlement"); and

      WHEREAS, certain of the Charter Insureds and plaintiffs in the Derivative
Actions, have entered into a Memorandum of Understanding (the "Derivative MOU"),
dated August 5, 2004 and attached hereto as Exhibit B, relating to a settlement
of the Derivative Actions and are in continuing negotiations with respect to a
final settlement agreement that will provide for the settlement of the
Derivative Actions (the "Derivative Settlement", and collectively with the
Federal Class Settlement, the "Settlements"); and

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         WHEREAS, the Charter Insureds have incurred, and may incur in the
future, Loss in connection with the Actions, the Investigations, the Delaware
Going Private Derivative Matter and the October 13, 2003 Bresnan Put Option
Notice, including without limitation, attorneys' fees, costs and expenses in
defending the Actions and the Investigations and payment of the Settlements; and

         WHEREAS, the Charter Insureds and Underwriters desire to settle any
 disputes between them which they now have or may later have regarding coverage
 under the Policies in connection with the Actions, the Investigations, the
 Delaware Going Private Derivative Matter and the October 13, 2003 Bresnan Put
 Option Notice;

         NOW, THEREFORE, in consideration of the mutual promises, covenants,
 obligations, agreements, and other undertakings set forth herein, and for good
 and valuable consideration, the receipt and sufficiency of which is hereby
 acknowledged, the Parties agree by and among themselves, each with the other,
 as follows:

                                    AGREEMENT

1     PAYMENTS.

      1.1   PAYMENTS BY UNDERWRITERS.

            1.1.1 SETTLEMENT PAYMENT. Within five (5) business days after the
Court's preliminary approval of the Settlements, Underwriters shall pay not less
than $39 million (the "Settlement Payment") via wire transfer to an
interest-bearing escrow account (the "Escrow Account") to be jointly controlled
by Charter, on the one hand, and counsel for the Class Action Plaintiff and/or
the Settlement Administrator (used herein as those terms are defined in the
Federal Class MOU), on the other hand, for the benefit of the Class Members and
with all interest to accrue for the benefit of Class Members, as long as court
approval of the Settlements becomes Final (used herein as that term is defined
in the Federal Class

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 MOU). The foregoing payment shall be referred to herein as the "Settlement
 Payment." The wire transfer instructions are attached hereto as Exhibit C.

                  1.1.1.a In the event of court approval of the Settlements
becoming Final, and subject to the other terms by which the Settlements shall be
deemed Final, the monies in the Escrow Account, including the Settlement
Payment, shall be released for the benefit of the Class Members, and neither
Charter nor Underwriters shall have any further supervisory responsibility with
respect to the Escrow Account.

                  1.1.1.b In the event court approval of the Settlements and
this Agreement does not become Final, the Settlement Payment, including any
interest earned thereon, shall be returned to Underwriters within seven (7)
business days, net of any related settlement costs.

            1.1.2 DEFENSE FUND PAYMENT. Within five (5) business days from the
date of the Court's preliminary approval of the Settlements, Underwriters shall
pay via wire transfer their full $50 million of limits under the Policies, net
of the Settlement Payment and any prior payments of Defense Costs (as that term
is defined by reference in the Policies) by Underwriters in respect of the
Actions, the Investigations, the Delaware Going Private Derivative Matter and
the October 13, 2003 Bresnan Put Option Notice to a trust account controlled by
Charter for the benefit of Charter (the "Defense Fund") (the "Defense Fund
Payment").

                  1.1.2.a In the event court approval of the Settlements and
this Agreement does not become Final, the Defense Fund Payment, including any
interest earned thereon, shall be returned to Underwriters within seven (7)
business days, net of any Defense Costs paid therefrom in relation to the
Actions, the Investigations, the Delaware

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Going Private Derivative Matter or the October 13, 2003 Bresnan Put Option
Notice. The Parties agree that any Defense Costs paid to or on behalf of any of
the Charter Insureds and any Defense Costs paid from the Defense Fund and
retained by the Charter Insureds constitute advancements of Defense Costs
advanced under a full reservation of rights, and that Underwriters' right to
seek or make a claim for reimbursement of those Defense Costs is fully
preserved.

            1.1.3 The failure by Underwriters to pay any of the Settlement
Payment or the Defense Fund Payment under any of the foregoing terms shall
render any release of Underwriters herein voidable at Charter's sole and
absolute discretion.

      1.2 PAYMENT BY CHARTER. In consideration of the release of claims relating
to the Underwriters' Claims, the Fee and Cost Dispute, and the Insurance
Dispute, five (5) business days after entry of the Final Order (used herein as
that term is defined in the Federal Class MOU), or an Order approving the award
of fees and costs to counsel for class members, whichever is later (the "Final
Valuation Date"), Charter shall cause to issue 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 (the "Settlement Shares"), to be
determined as follows: The number of shares to be issued shall be determined by
dividing $5 million by the weighted average of the closing price of Charter's
Class A common stock for the thirty (30) calendar days prior to the date of the
Final Valuation Date (the "Judgment Valuation"). In the event that on the date
the Final Order is entered by the Court the aggregate value of the Original
Number of Shares, based upon the weighted average of the closing price of
Charter's common stock for the thirty (30) calendar days prior to the Final
Valuation Date (the "Judgment Valuation"), is less than $5 million, Charter
shall contribute sufficient shares to create $5 million of value based on the
Judgment Valuation.

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2     RELEASES.

      2.1 RELEASE BY THE CHARTER INSUREDS. Upon Underwriters' payment of the
Settlement Payment and Defense Fund Payment, but subject to Section 3.1, each of
the Charter Insureds, and, to the full extent of the Charter Insureds' authority
to do so, each of their former and present owners, officers, directors,
shareholders, employees, subsidiaries, affiliates, parents, predecessors,
successors, heirs, insurers, reinsurers, agents, insurance brokers,
administrators, trustees, executors, representatives, former or present
dependents, spouses, partners, principals, attorneys and other legal
representatives and assigns (the "Insured Releasors"), do forever release and
absolutely and forever discharge and covenant not sue Underwriters and each of
their past, present and future businesses, affiliates, parents, subsidiaries,
joint venturers, assigns, trustees, owners, principals, officers, directors,
shareholders, agents, employees, independent contractors, attorneys, and
representatives, and each of them (collectively, the "Insurer Releasees"), of
and from any and all liability, claims, defenses, causes of action, obligations,
duties, penalties, attorneys' fees, costs, damages, injuries, or liabilities of
any nature whatsoever, whether based on contract, tort, statute or other legal
or equitable theory of recovery, whether now known or unknown, whether foreseen
or unforeseen, whether past, present or future, which the Insured Releasors
have, claim to have had, or otherwise may have in connection with, in any way
relating to, arising out of, directly or indirectly resulting from or in
consequence of: (a) the Policies, including, but not limited to costs, defense,
Defense Costs, indemnity or any other payments, services or benefits under any
of the Policies or which otherwise relate to any of the Policies; (b) the Fee
and Cost Dispute; (c) the Insurance Disputes; (d) Underwriters' Claims; (e) the
Actions; (f) the Investigations; (g) the Delaware Going Private Derivative
Matter; (h) the October 13, 2003 Bresnan Put Option Notice; (i) the claims made
or which

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could have been made in the Actions, the Investigations, the Delaware Going
Private Derivative Matter or the October 13, 2003 Bresnan Put Option Notice; (j)
any notice of claim or notice of potential claim under any of the Policies; (k)
any cost, expense, fee, or other expenditure of funds or forgiveness of debt or
any other financial transaction relating directly or indirectly to the Actions,
the Investigations, the Delaware Going Private Derivative Matter or the October
13, 2003 Bresnan Put Option Notice; or (1) any notice of claim or notice of
potential claim under any of the Policies. Such release shall include, without
limitation: (1) any claims for breach of the Policies; (2) any claims relating
to the tender of any of the Actions, the Investigations, the Delaware Going
Private Derivative Matter or the October 13, 2003 Bresnan Put Option Notice or
the investigation thereof by Underwriters; (3) any claims relating to
Underwriters' Claims, the Fee and Cost Dispute, or the Insurance Disputes; (4)
any claims relating to or in any way involving Underwriters' payment of any of
the Charter Insureds' Defense Costs; (5) any claims for breach of any implied
covenant of good faith and fair dealing, bad faith, breach of promise, whether
oral or written, breach of any duty, whether grounded in law or in contract, and
any claims for indemnity, contribution or subrogation, which relate in any way
to the Policies, or which otherwise arise out of claims made or which could have
been made in the Actions , the Investigations, the Delaware Going Private
Derivative Matter or the October 13, 2003 Bresnan Put Option Notice, including
the claims for insurance coverage made by the Insured Releasors against
Underwriters under the Policies. Nothing herein is to be construed as an intent
by the Insured Releasors to release any other insurance company or any
reinsurers of any such other insurance company, even if such reinsurer is the
same reinsurer of any of the Insurer Releasees. Notwithstanding anything else in
this Agreement, the Insured Releasors are not releasing the Insurer Releasees,
or any of them, from any duties or obligations under

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this Agreement. Except for the Policies and the matters addressed in clause 2.1,
nothing herein is intended to modify any of the terms or conditions of any other
insurance policies issued by any of the Insurer Releasees to any of the Insured
Releasors at any time.

      2.2 RELEASE BY UNDERWRITERS. Upon Charter's issuance of the Settlement
Shares, but subject to Section 3.1, Underwriters forever release and absolutely
and forever discharge and covenant not to sue each of the Charter Insureds and
each of their past, present and future businesses, affiliates, parents,
subsidiaries, joint venturers, assigns, trustees, owners, principals, officers,
directors, shareholders, agents, employees, independent contractors, attorneys,
insurers, reinsurers, representatives, spouses, estates, heirs, executors, and
each of them (collectively, the "Insured Releasees"), of and from any and all
liability, claims, defenses, causes of action, obligations, duties, penalties,
attorneys' fees, costs, damages, injuries, or liabilities of any nature
whatsoever, whether based on contract, tort, statute or other legal or equitable
theory of recovery, whether now known or unknown, whether past, present or
future, which Underwriters have, claim to have had, or otherwise may have in
connection with, in any way relating to, arising out of, directly or indirectly
resulting from or in consequence of: (a) the Policies or (b) the claims made or
which could have been made in the Actions or the Investigations. Such release
shall include, without limitation: (1) any claims for breach of the Policies;
(2) any claims relating to the tender of any of the Actions, the Investigations,
the Delaware Going Private Derivative Matter or the October 13, 2003 Bresnan Put
Option Notice or the investigation thereof by Underwriters; (3) any claims
relating to any payments made under the Policies, including, without limitation,
the Settlement Payment, the Defense Fund Payment and any interest earned
thereon; (4) any claims relating to Underwriters' Claims, the Fee and Cost
Dispute, or the Insurance Disputes; and (5) any claims for breach of any implied
covenant of

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good faith and fair dealing, bad faith, breach of promise, whether oral or
written, breach of any duty, whether grounded in law or in contract, and any
claims for indemnity, contribution or subrogation, which relate in any way to
the Policies, or which otherwise arise out of claims made or which could have
been made in the Actions, the Investigations, the Delaware Going Private
Derivative Matter or the October 13, 2003 Bresnan Put Option Notice, including
the claims for insurance coverage made by the Charter Insureds against
Underwriters under the Policies. Notwithstanding anything else in this
Agreement, Underwriters are not releasing the Insured Releasees, or any of them,
from any duties or obligations under this Agreement. Except for the Policies and
the matters addressed in clause 2.2, nothing herein is intended to modify any of
the terms or conditions of any other insurance policies issued by Underwriters
to any of the Insured Releasees at any time.

      2.3 ALL CLAIMS INCLUDED. With respect to the claims specifically released
herein the Parties agree that this Agreement includes all claims of every kind
and nature, past and present, known or unknown, suspected or unsuspected
relating to the Policies, including any claims pertaining to payment of Defense
Costs, the purported reinstatement of the Policies, and/or the claims made or
which could have been made in the Actions, the Investigations, the Delaware
Going Private Derivative Matter or the October 13, 2003 Bresnan Put Option
Notice. As it pertains to such released claims, the Parties hereby expressly
waive any and all rights and benefits conferred upon them by the provisions of
Section 1542 of the California Civil Code and all similar provisions of the laws
of any other State, Territory or other jurisdiction. Section 1542 reads in
pertinent part:

      "A general release does not extend to claims that 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."

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      The Parties each hereby acknowledge that the foregoing waiver of the
provisions of Section 1542 of the California Civil Code and all similar
provisions of the laws of any other State, Territory or other jurisdiction was
separately bargained for and that they would not enter into this Agreement
unless it included a broad release of all unknown claims relating to the
Policies and/or the claims made or which could have been made in the Actions,
the Investigations, the Delaware Going Private Derivative Matter or the October
13,2003 Bresnan Put Option Notice, including specifically any claim of fraud or
misrepresentation in the inducement of this Agreement. The Parties each
expressly agree that all release provisions in this Agreement shall be given
full force and effect in accordance with each and all of their express terms and
provisions, including those terms and provisions relating to unknown,
unsuspected or future claims, demands and causes of action. The Parties each
assume for themselves the risk of the subsequent discovery or understanding of
any matter, fact or law, that if now known or understood, would in any respect
have affected his, her or its entering into this Agreement.

      2.4 POLICY OF NO FURTHER FORCE OR EFFECT. The Insured Releasors
acknowledge and agree that the Insured Releasors surrender, renounce,
relinquish, waive, and bargain away any and all past, present or future claims
or rights (regardless of when such claims or rights may accrue and whether such
claims or rights are currently known, unknown, foreseeable, or unforeseeable to
or by the Insured Releasors, Underwriters or any other person) to any further
Defense Costs, indemnity, loss, or other payments or services under or by virtue
of the coverages or rights provided, or alleged to be provided, by the Policies.
The Insured Releasors agree that Underwriters have no further liability
whatsoever related to the Policies, and will never have any liability whatsoever
related to the Policies. The Insured Releasors acknowledge and agree that in
consideration of the payments made and to be

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made by Underwriters as set forth herein, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the Policies are of no further force or effect whatsoever, and
that the Policies are without legal force or effect and that the Policies afford
no coverage for any current or future claims asserted by the Insured Releasors
against Underwriters, including, but not limited to, Defense Costs, the Action,
the Investigations, the Delaware Going Private Derivative Matter, the October
13, 2003 Bresnan Put Option Notice, the Fee and Cost Dispute, the Insurance
Disputes and Underwriters' Claims.

3     CONTINGENCIES.

      3.1 The Parties hereto agree that this Agreement, which shall be submitted
to the Court for approval, is contingent upon the execution of the Settlements
and court approval of the Settlements and this Agreement becoming Final,
including, without limitation, approval of the issuance of the Settlement Shares
in exchange for the release by Underwriters of claims relating to the
Underwriters' Claims, the Fee and Cost Dispute, and the Insurance Disputes as
provided in Section 1.2 hereof, and the Court's determination that the terms and
conditions of such exchange are fair to all relevant parties, including without
limitation Underwriters. Charter intends to advise the Court that it will rely
on the exemption provided in Section 3(a)(10) of the Securities Act of 1933, as
amended (the "Act") and to seek approval of such exemption, based on the Court's
approval of this Agreement and the exchange contemplated hereby. Underwriters
acknowledge that they may attend the hearing at which the Court considers the
Agreement and the fairness of the exchange, and Charter shall give Underwriters
adequate notice as to the date, time and place of the hearing.

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      3.2 This Agreement shall become null and void, and, with the exception of
paragraphs 1.1.1.b. and 1.1.2.a, the rights and obligations between the parties
hereto shall be such as if this Agreement never existed if: (a) the Settlements
do not become Final or otherwise do not become effective; (b) the Settlements,
or any relevant part thereof, are declared null and void in a manner that
materially frustrates the purpose of this Agreement or (c) the court approval of
this Agreement does not become Final.

4     WARRANTIES.

      4.1 The Parties, and each of them, represent and warrant that in executing
this Agreement they rely solely upon their own judgment, belief and knowledge,
and the advice and recommendations of their own independently selected counsel,
concerning the nature, extent and duration of their rights and claims hereunder
and regarding all matters which relate in any way to the subject matter hereof,
and that, except as provided herein, they have not been influenced to any extent
whatsoever in executing this Agreement by any representations, statements or
omissions pertaining to any of the foregoing matters by any party or by any
person representing any party to this Agreement. The Parties, and each of them,
further represent and warrant to each other that he, she or it has made such
investigation of the facts pertaining to the settlement, this Agreement and all
of the matters pertaining thereto, as he, she or it deems necessary. Each Party
assumes the risk of mistake as to facts or law.

      4.2 The Charter Insureds each represent and warrant that they have not
made any assignment of any of their purported claims or demands under the
Policies to any person or entity.

      4.3 The Charter Insureds each represent and warrant that there are no
attachments, executions, assignments for the benefit of creditors, or voluntary
or involuntary

                                     - 14 -
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proceedings in bankruptcy or under any other debtor relief laws contemplated by
or pending or threatened against them.

      4.4 Each person and entity executing this Agreement on behalf of any other
person or entity does hereby personally represent and warrant to the other
Parties that he or she has the authority to execute this Agreement on behalf of,
and fully bind, each principal which such person represents or purports to
represent.

      4.5 The Parties, and each of them, warrant and represent to each other
that he, she or it has carefully read the contents of this Agreement, and this
Agreement is signed freely by each person executing this Agreement on behalf of
each of the Parties. The Parties, and each of them, further represent and
warrant to each other that he, she or it has made such investigation of the
facts pertaining to the settlement, this Agreement and all of the matters
pertaining thereto, as it deems necessary.

      4.6 The Parties, and each of them, warrant and represent to each other
that they retain the sole right to and ownership of all rights, title and
interest in and to every claim they release herein and that they have not
assigned, committed, or permitted, or agreed to any sale, encumbrance,
hypothecation or transfer, whether by operation of law or otherwise, or
otherwise transferred any interest in any of the claims they release herein to
any other person or entity.

5     CONFIDENTIALITY.

      5.1 The Parties agree, as part of the inducement to enter into this
Agreement that the terms and provisions of this Agreement shall be, and remain,
strictly confidential as provided in this Section 5.1. Accordingly, neither this
Agreement, nor any of its terms, shall be disclosed, published or in any way
used in any proceeding, except: (a) in any proceeding seeking court approval of
this Agreement or the Settlements; (b) in any action or proceeding

                                     - 15 -
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 where the existence or terms of the Agreement are at issue, or where one of the
 Parties is seeking enforcement of this Agreement; (c) as required by law,
 regulation or court order; (d) to any member, subsidiary, affiliate,
 associated, or parent companies of the Parties and their counsel; (e) by
 written consent of the Parties hereto, such consent not to be unreasonably
 withheld; and (f) to insurers or prospective insurers of any of the Charter
 Insureds or the reinsurers or prospective reinsurers of Underwriters. Subject
 to Section 3.1 above, if this Agreement or its terms are sought to be disclosed
 pursuant to any of subparagraphs (a)-(f) above, the Party seeking to disclose
 such information shall first advise the intended recipient(s) of the provisions
 of this section, and such intended recipient(s) shall agree in writing to be
 bound by the terms of this section prior to any disclosure to such intended
 recipient(s). If this Agreement or its terms are disclosed to or filed with a
 court or arbitrator, any such disclosure or filing shall be made under seal, if
 and as permitted by the court or arbitrator.

6     MISCELLANEOUS.

      6.1 INTEGRATION. This Agreement and attachments incorporated herein
contains the entire agreement between and among the Parties relating to the
Policies, the Actions and the Investigations, and all prior or contemporaneous
agreements, understandings, representations and statements, oral or written,
relating to those matters are merged into this Agreement.

      6.2 GOVERNING LAW. This Agreement is governed by Missouri law, without
regard to Missouri's conflict of law principles.

      6.3 ARBITRATION. Any and all disputes that may arise regarding this
Agreement shall be subject to arbitration in St. Louis, Missouri in accordance
with the rules and procedures of the American Arbitration Association.

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      6.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties set forth in this Agreement shall be deemed continuing and shall
survive the Effective Date of this Agreement.

      6.5 FURTHER ASSURANCES. The Parties agree to execute such other documents
and take such actions as may reasonably be necessary to further the purpose of
this Agreement.

      6.6 No BENEFIT TO NON-SETTLING PARTIES. Except as expressly provided
herein, this Agreement shall not confer any right or benefit upon, or release
from liability any person who is not a party to this Agreement.

      6.7 NO ADMISSIONS. None of the Parties have made, nor shall they be deemed
to have made, any admission of any kind by their negotiation of or entry into
this Agreement. Neither this Agreement nor any provision contained herein shall
be construed by any person as an admission by any of the Parties of any
liability for, related to or arising out of any of the claims released herein or
any other claims of any other nature. The Parties are entering into this
Agreement for the purpose of resolving disputed issues between them and to avoid
the costs and risks of litigation.

      6.8 COUNTERPART ORIGINALS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement. Facsimile signatures shall be considered the same as
originals.

      6.9 BINDING EFFECT. This Agreement binds and inures to the benefit of the
Parties, their assigns, heirs, administrators, executors, representatives,
beneficiaries and successors, and each of them.

      6.10 MODIFICATION. This Agreement cannot be modified or amended except by
written agreement signed on behalf of each of the Parties.

                                     - 17 -
<PAGE>

      6.11 AUTHORITY TO SIGN. Each of the persons signing this Agreement
declares and represents that the Party for which he or she is signing has taken
all necessary action to approve the making and performance of this Agreement,
that he or she is competent to execute this instrument and that he or she is
duly authorized, and has the full right and authority, to execute this Agreement
on such Party's behalf.

      6.12 SEVERABILITY. Provided the remainder of this document does not
frustrate the purpose and intent of the law and the Parties in entering into
this Agreement, in the event that any portion of this Agreement shall be
judicially determined to be invalid or unenforceable to any extent, the same
shall to that extent be deemed severable from this Agreement and the invalidity
or unenforceability thereof shall not affect the validity and enforceability of
the remaining portion of this Agreement.

                                     - 18 -
<PAGE>

      IN WITNESS WHEREOF, the parties, and each of them, hereby execute this
Settlement Agreement and Mutual Release in consideration of the mutual promises
made herein, as of the dates indicated below.

                                             APPROVED AND AGREED TO:

                                             CERTAIN UNDERWRITERS AT
                                             LLOYD'S OF LONDON

Dated:______________________________         By: /s/ Keith Hanson
                                                 ------------------------------

                                             CHARTER COMMUNICATIONS, INC.

Dated: 2/1/05                                By: /s/ Lawrence G. Christopher
                                                 ------------------------------
                                                 VICE PRESIDENT
                                                 CHARTER COMMUNICATIONS, INC.

Dated:______________________________         By: /s/ Paul Allen
                                                 ------------------------------
                                             Paul Allen

Dated: 2/1/05                                /s/ Jerald L. Kent
                                             ------------------------------
                                             Jerald L.Kent

Dated: January 31, 2005                      /s/ Carl E.Vogel
                                             ------------------------------
                                             Carl E.Vogel

Dated: 1/27/05                               KentKalkwarf
                                             ------------------------------
                                             KentKalkwarf

Dated: 1-28-05                               /s/ David G. Barford
                                             ------------------------------
                                             David G. Barford

Dated: 1-31-05                               /s/ Paul E. Martin
                                             ------------------------------
                                             Paul E. Martin

Dated: 1-28-05                               /s/ David L. McCall
                                             ------------------------------
                                             David L. McCall

Dated: 1/27/05                               /s/ Bill Shreffler
                                             ------------------------------
                                             Bill Shreffler

Dated: 1.28.05                               /s/ Chris Fenger
                                             ------------------------------
                                             Chris Fenger

Dated: 1/26/05                               /s/ James H. Smith
                                             ------------------------------
                                                 James H. Smith

Dated: 1/31/05                               /s/ Ronald L. Nelson
                                             ------------------------------
                                             Ronald L. Nelson

                                      -19-
<PAGE>

Dated: _______________________________            /s/ Marc B. Nathanson
                                                  -----------------------------
                                                  Marc B. Nathanson

Dated:________________________________            /s/ Nancy B. Peretsman
                                                  -----------------------------
                                                  Nancy B. Peretsman

Dated: 1/31/05                                    /s/ William D. Savoy
                                                  -----------------------------
                                                  William D. Savoy

Dated:________________________________            /s/ John H. Tory
                                                  -----------------------------
                                                  John H. Tory

Dated:________________________________            /s/ Larry W. Wangberg
                                                  -----------------------------
                                                  Larry W. Wangberg

Dated: _______________________________            /s/ Marc B. Nathanson
                                                  -----------------------------
                                                  Marc B. Nathanson

                                      -20-