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Charter Gets Delisting Notice

4/24/2005 8:00 PM Eastern

Charter Communications Inc. said last week that it received notice from the National Association of Securities Dealers Automated Quotation system (NASDAQ) that it is in danger of being delisted because it has fallen below the requirement for independent members of its audit committee.

Charter last month said former MediaOne Group Inc. chairman Charles Lillis resigned from the board. Lillis’s departure left the St. Louis-based MSO with just two independent directors on its audit committee, one short of the NASDAQ requirement.

In a Securities and Exchange Commission filing, Charter said it had until July (the date of its annual meeting of shareholders) to appoint a replacement for Lillis. Charter expects to fill the board slot within that time frame.

Lillis, who had been a member of Charter’s board since October 2003, was the second independent director to resign from the MSO in about one year.

In September 2004, board member Nancy Peretsman resigned because she was heading up the team at Allen & Co. that’s advising Adelphia Communications Corp. in the auction of its assets. Because Charter was considered to be a potential bidder for Adelphia at that time, Peretsman resigned to avoid any potential conflicts.

Peretsman was replaced by Robert May, later named interim CEO after former Charter CEO Carl Vogel resigned in January. May kept his board seat.

William Savoy, who had headed Charter chairman Paul Allen’s investment vehicle Vulcan Investments, left Charter’s board in April 2004 and was replaced by Allen’s sister, Jo Allen Patton.

In a separate filing, Charter released the amended pay scale for interim chief financial officer Paul Martin. Martin, who was interim co-chief financial officer with Charter executive vice president of finance and strategy Derek Chang, became sole interim CFO when Chang resigned on April 15.

Martin will receive a monthly salary of $13,700 and a bonus of up to $13,600 per month. That’s on top of the salary and bonus Martin receives as senior vice president, principal accounting officer and controller of Charter. Charter added that Martin will also receive a $50,000 special bonus, subject to approval by the board of directors, for his services as interim CFO prior to the April 15 employment agreement.

Charter has been looking for a permanent CFO ever since Michael Huseby resigned in August to assume a similar position at Cablevision Systems Corp.

It is still sifting through possible candidates for the position.

September