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comprising the Firm's National Tax Committee. Mr. Schumm earned a B.S. degree
from St. Louis University with a major in accounting.
     CURTIS S. SHAW is Senior Vice President, General Counsel and Secretary of
Charter Holdings, Charter Capital and Charter Communications, Inc. and is
responsible for all legal aspects of their business, government relations and
the duties of the corporate secretary. Mr. Shaw joined Charter Communications,
Inc. in February 1997. Prior to joining Charter Communications, Inc., Mr. Shaw
served as corporate Counsel to NYNEX since 1988. From 1983 until 1988 Mr. Shaw
served as Associate General Counsel for Occidental Chemical Corporation, and,
from 1986 until 1988, also as Vice President and General Counsel of its largest
operating division. Mr. Shaw has 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
     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 be reimbursed
for the actual reasonable costs incurred in connection with attendance at such
Board meetings.
     None of the Executive Officers listed above has ever received any
compensation from Charter Holdings or Charter Capital, nor do such individuals
expect to receive compensation from Charter Holdings or Charter Capital at any
time in the future. Such Executive Officers receive their compensation from
Charter Communications, Inc., except for Mr. McCall, who is compensated by an
operating subsidiary. Charter Communications, Inc. is entitled to receive
management fees from us for providing its management and consulting services.
See "Certain Relationships and Related Transactions."
     Charter Operating has adopted a plan providing for the grant of options to
purchase up to an aggregate of 10% of the equity value of Charter Operating. The
plan provides for grants of options to employees, officers, directors and
consultants of Charter Operating and its affiliates. The plan is intended to
promote the long-term financial interest of Charter Operating and its affiliates
by encouraging eligible individuals to acquire an ownership position in Charter
Operating and its affiliates and provides incentives for performance. The plan
was originally adopted by us and was assumed by Charter Operating. Options
granted under the plan will vest one-fourth on the 15-month anniversary of the
date of grant. One forty-fifth of the remaining options vest each month after
the initial vesting. However, if there have not been a public offering of the
equity interests of Charter Operating or an affiliate, vesting will occur only
upon termination of employment for any reason other than for cause or
disability. The options expire after ten years from the date of grant.
     The Limited Liability Company Agreement of Charter Holdings and the
Certificate of Incorporation of Charter Capital limit the liability of their
respective directors to the maximum extent permitted by Delaware law. The
Delaware General Corporation Law