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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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<PAGE>   111
     The following table shows individual grants of stock options made to each
of the Named Executive Officers during the fiscal year ended December 31, 1998.
These grants were made by certain of our subsidiaries and affiliates to the
Named Executive Officers.

                                      % OF TOTAL                               POTENTIAL REALIZABLE VALUE AT
                       NUMBER OF       OPTIONS                                 ASSUMED ANNUAL RATES OF STOCK
                       SECURITIES     GRANTED TO                               PRICE APPRECIATION FOR OPTION
                       UNDERLYING     EMPLOYEES     EXERCISE OR                           TERM(1)
                        OPTIONS       IN FISCAL     BASE PRICE    EXPIRATION   ------------------------------
NAME                    GRANTED          YEAR         ($/SH)         DATE          5%($)           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.......         --          --              --             --              --               --

(1) This column shows the hypothetical gains on the options granted based on
    assumed annual compound stock 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 CCI's estimate or projection of future
    prices of Class A common stock.
(2) Options for Charter Holdco units granted pursuant to an employment agreement
    and a related agreement. The options have a term of 10 years and vest
    one-fourth on December 23, 1998, with the remaining options vesting monthly
    at a rate of 1/36th on the first of each month for months 13 through 48.
     The following table sets forth for each of the Named Executive Officers
information concerning the value of unexercised options as of December 31, 1998.
No options were exercised by the Named Executive Officers during fiscal 1998.
The options were granted by certain of our subsidiaries and affiliates to the
Named Executive Officer.

                                                                           VALUE OF UNEXERCISED
                                                NUMBER OF                      IN-THE-MONEY
                                          SECURITIES UNDERLYING                 OPTIONS AT
                                           UNEXERCISED OPTIONS                 DECEMBER 31,
                                           AT DECEMBER 31, 1998                 1998($)(1)
                                       ----------------------------    ----------------------------
                                       EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
                                       -----------    -------------    -----------    -------------
<S>                                    <C>            <C>              <C>            <C>
Jerald L. Kent.......................   1,761,032       5,283,095              --              --
Barry L. Babcock.....................          --              --              --              --
Howard L. Wood.......................          --              --              --              --
David G. Barford.....................          --              --              --              --
Curtis S. Shaw.......................          --              --              --              --

(1) No options were in-the-money as of December 31, 1998.
     Charter Holdco adopted a plan providing for the grant of options to
purchase up to        Charter Holdco membership units, which is equal to 10% of
the aggregate equity value of Charter Holdco on February 9, 1999, the date of
adoption of the plan. The plan provides for grants of options to employees,
officers and consultants of Charter Holdco and its affiliates. The plan is
intended to promote the long-term financial interest of Charter Holdco and its
affiliates by encouraging eligible individuals to acquire an ownership position
in Charter Holdco and its affiliates and providing incentives for performance.
As of June 30, 1999, there were a