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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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<PAGE>   141
 
     under the terms of a previous equity appreciation rights plan. This payment
     was triggered by the acquisition of us by Mr. Allen on December 23, 1998,
     but is income for 1999.
 
1998 OPTION GRANTS
 
     The following table shows individual grants of options made to certain
executive officers during the fiscal year ended December 31, 1998.
 

<TABLE>
<CAPTION>
                             NUMBER OF                                               POTENTIAL REALIZABLE VALUE AT
                             MEMBERSHIP     % OF TOTAL                                  ASSUMED ANNUAL RATES OF
                               UNITS         OPTIONS                               MEMBERSHIP UNIT PRICE APPRECIATION
                             UNDERLYING     GRANTED TO                                     FOR OPTION TERM(1)
                              OPTIONS       EMPLOYEES     EXERCISE    EXPIRATION   ----------------------------------
NAME                          GRANTED        IN 1998        PRICE        DATE            5%                10%
----                         ----------    ------------   ---------   ----------   ---------------   ----------------
<S>                          <C>           <C>            <C>         <C>          <C>               <C>
Jerald L. Kent.............  7,044,127(2)      100%        $20.00      12/22/08      $88,600,272       $224,530,486
Barry L. Babcock...........         --          --             --            --               --                 --
Howard L. Wood.............         --          --             --            --               --                 --
David G. Barford...........         --          --             --            --               --                 --
Curtis S. Shaw.............         --          --             --            --               --                 --
</TABLE>

 
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(1) This column shows the hypothetical gains on the options granted based on
    assumed annual compound price appreciation of 5% and 10% over the full
    ten-year term of the options. The assumed rates of appreciation are mandated
    by the SEC and do not represent our estimate or projection of future prices.
 
(2) Options for membership units in Charter Communications Holding Company
    granted pursuant to an employment agreement and a related option agreement
    which amends the options granted under the employment agreement. Under these
    agreements, Mr. Kent received an option to purchase 3% of the net equity
    value of all of the cable systems managed by Charter Investment, Inc. on the
    date of the grant. The option has a term of 10 years and vested one fourth
    on December 23, 1998, with the remaining portion vesting monthly at a rate
    of 1/36th on the first of each month for months 13 through 48. Upon the
    exercise of an option, each membership unit received will automatically be
    exchanged on a one-for-one basis for shares of Charter Communications, Inc.
    Class A common stock.
 
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