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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 8-K
 
Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 30, 2007
 
 
Charter Communications, Inc.
(Exact name of registrant as specified in its charter) 
 
Delaware
(State or Other Jurisdiction of Incorporation or Organization) 
 
000-27927
  
43-1857213
 (Commission File Number)
  
(I.R.S. Employer Identification Number)

12405 Powerscourt Drive
St. Louis, Missouri   63131
(Address of principal executive offices including zip code) 

(314) 965-0555
(Registrant's telephone number, including area code) 

Not Applicable 
(Former name or former address, if changed since last report) 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Material change to existing compensatory plans of certain officers

At its meeting on November 30, 2007, the Compensation and Benefits Committee of the Board of Directors of Charter Communications, Inc. (the “Company”) approved an amendment to the Company's 2005 Executive Cash Award Plan, as amended ( the "Cash Award Plan") to make it consistent with certain terms of the Company’s 2001 Stock Incentive Plan. The amendment calls for accelerated awards and the payment to the participant of the  full amount awarded under the Cash Award Plan in the event of termination of employment in connection with a change in control of the Company (as defined in Stock Incentive Plan).

A copy of the Amended and Restated Executive Cash Award Plan is attached hereto as Exhibit 10.1.
 


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibit is filed pursuant to Item 5.02:
 
Exhibit
Number
 
Description
 
 
 
10.1  
Amended and Restated Executive Cash Award Plan.*
 
* filed herewith
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Charter Communications, Inc. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

CHARTER COMMUNICATIONS, INC.
Registrant

Dated: December 6, 2007                    

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer

 
 
 
EXHIBIT INDEX
 
 
Exhibit
Number
 
Description
 
 
 
10.1  
Amended and Restated Executive Cash Award Plan.*
 
* filed herewith