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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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From 1983 until 1988, Mr. Shaw served as Associate General Counsel for
Occidental Chemical Corporation, and, from 1986 until 1988, as Vice President
and General Counsel of its largest operating division. Mr. Shaw has over 25
years of experience as a corporate lawyer, specializing in mergers and
acquisitions, joint ventures, public offerings, financings, and federal
securities and antitrust law. Mr. Shaw received a B.A. with honors from Trinity
College and a J.D. from Columbia University School of Law.
 
     STEPHEN E. SILVA is Senior Vice President -- Corporate Development and
Technology of Charter Communications, Inc., Charter Communications Holding
Company, Charter Holdings, Charter Capital and Charter Investment, Inc. and is
responsible for strategic development, testing and initial rollout of new
products and services. From 1983 until joining Charter Investment, Inc. in April
1995, Mr. Silva served in various management positions at U.S. Computer
Services, Inc. (doing business as CableData), a service bureau organization
engaged in customer billing services. Mr. Silva joined Charter Investment, Inc.
as Director of Billing Services, and was promoted to Vice President --
Information Services in January 1997. Mr. Silva became Vice
President -- Corporate Development and Technology in April 1998, and was
promoted to Senior Vice President -- Corporate Development and Technology in
September 1999. Mr. Silva is a member of the board of directors of High Speed
Access Corp.
 
DIRECTOR COMPENSATION
 
     The directors of Charter Holdings and Charter Capital are not entitled to
any compensation for serving as a director, nor are they paid any fees for
attendance at any meeting of the board of directors. Directors may also be
reimbursed for the actual reasonable costs incurred in connection with
attendance at board meetings.
 
     The employee directors of Charter Communications, Inc. are not entitled to
any compensation for serving as a director, nor are they paid any fees for
attendance at any meeting of the board of directors. Each non-employee director
and director nominee has been issued 40,000 options in connection with joining
or agreeing to join the board of directors and may receive additional
compensation to be determined. Directors may also be reimbursed for the actual
reasonable costs incurred in connection with attendance at board meetings.
 
EMPLOYMENT AND CONSULTING AGREEMENTS
 
     Effective as of December 23, 1998, Jerald L. Kent entered into an
employment agreement with Mr. Allen for a three-year term with automatic
one-year renewals. The employment agreement was assigned by Mr. Allen to Charter
Investment, Inc. as of December 23, 1998. Charter Investment, Inc. subsequently
assigned Mr. Kent's employment agreement to Charter Communications, Inc. and
Charter Communications, Inc. has assumed all rights and obligations of Charter
Investment, Inc. under the agreement, except with respect to the grant of
options, which will be obligations of Charter Communications Holding Company.
 
     Under this agreement, Mr. Kent agrees to serve as President and Chief
Executive Officer of Charter Communications, Inc., with responsibility for the
nationwide general management, administration and operation of all present and
future business of Charter Communications, Inc. and its subsidiaries. During the
initial term of the agreement, Mr. Kent will receive an annual base salary of
$1,250,000, or such higher rate as may from time to time be determined by
Charter Communications, Inc.'s board of directors in its discretion. In
addition, Mr. Kent will be eligible to receive an annual bonus in an aggregate
amount not to exceed $625,000, to be determined by the board based on an
assessment of the performance of Mr. Kent as well as the achievement of certain
financial targets.
 
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