Description of Charter Communications, Inc. 2006 Executive Bonus Plan

Executive Officers of Charter Communications, Inc. (“Charter”) and certain other managerial and professional employees of Charter and its subsidiaries are eligible to participate in Charter's 2006 Executive Bonus Plan. Bonuses for eligible employees for 2006 will be determined based on the extent to which Charter’s (or, if applicable, a divisional employee’s particular division’s) performance during 2006 meets or exceeds budgeted goals with respect to four performance measures. These measures, and the percentage of an employee’s bonus allocated to each measure, are Revenue (40%), Adjusted EBITDA excluding corporate marketing (OCF for Divisional and KMA employees) (20%), Unlevered Free Cash Flow (20%) and Customer Satisfaction (20%). Customer Satisfaction will be measured against quantifiable statistics determined by the board of directors or compensation committee, include 1) repeat service calls within 30 days, 2) total trouble call rate and 3) call center service level.

With respect to each performance measure listed above, the eligible employee would receive 100% of the portion of his or her target bonus allocated to that performance measure if Charter’s (or such employee’s division’s) performance reaches the budgeted goal for that measure. Also, for each performance measure, the employee would receive a portion of the allocated percentage if the performance exceeds 95% of the budgeted goal, and could receive as much as 200% (for Revenue) and 150% (for all other measures) of the allocated percentage if the performance exceeds the applicable budgeted goal by 5%. Each employee’s target bonus is determined based on market data and position within the company. Target bonuses for executive officers range from 40% to 125% of base salary, subject to applicable employment agreements.