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LLP for 24 years and was a partner of the firm for 14 of those years. Mr. Schumm
held various management positions with Ernst & Young LLP, including the Director
of Tax Services for the three-city area of St. Louis, Kansas City and Wichita
and then National Director of Industry Tax Services. He served as one of 10
members 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 Investment and is responsible for
all legal aspects of their businesses, government relations and the duties of
the corporate secretary. Mr. Shaw joined Charter Investment in February 1997.
Prior to joining Charter Investment, 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 Law.
     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 Investment, except for Mr. McCall, who is compensated by an operating
subsidiary. Charter Investment is entitled to receive management fees from us
for providing its management and consulting services. See "Certain Relationships
and Related Transactions."
     The following table sets forth information regarding the compensation paid
by Charter Investment during its last completed fiscal year to the President and
Chief Executive Officer and each of the other four most highly compensated
executive officers as of December 31, 1998. This compensation was paid to these
executive officers by certain of our subsidiaries and affiliates for their
services to these entities.