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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
 
<PAGE>   171
 
damages, liabilities, losses, costs or expenses incurred in connection with or
arising out of the performance by them of their duties.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Upon completion of the offering, Charter Communications, Inc. will appoint
three outside directors who will form Charter Communications, Inc.'s
compensation committee. There are no compensation committee interlocks.
 

EXECUTIVE COMPENSATION
 
     Charter Communications, Inc. has not paid any compensation to its executive
officers. Immediately prior to the offering, the executive officers will no
longer be paid by Charter Investment, Inc. and will become paid employees of
Charter Communications, Inc. These employees will remain as unpaid officers of
Charter Investment, Inc. The employment agreement of Mr. Kent will be assigned
from Charter Investment, Inc. to Charter Communications, Inc. Pursuant to a
mutual services agreement between Charter Communications, Inc. and Charter
Investment, Inc., to be effective upon closing of the offering, each of those
entities agrees to provide services to each other, including the knowledge and
expertise of their respective officers. See "Certain Relationships and Related
Transactions".
 
     The following table sets forth information regarding the compensation paid
by Charter Investment, Inc. 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.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                                           LONG-TERM
                                                                                          COMPENSATION
                                                          ANNUAL COMPENSATION                AWARD
                                                ---------------------------------------   ------------
                                       YEAR                                  OTHER         SECURITIES
                                       ENDED                                ANNUAL         UNDERLYING       ALL OTHER
NAME AND PRINCIPAL POSITION           DEC. 31   SALARY($)   BONUS($)    COMPENSATION($)    OPTIONS(#)    COMPENSATION($)
---------------------------           -------   ---------   --------    ---------------   ------------   ---------------
<S>                                   <C>       <C>         <C>         <C>               <C>            <C>
Jerald L. Kent......................   1998      790,481    641,353              --        7,044,127(1)        18,821(2)
  President and Chief Executive
    Officer
Barry L. Babcock(3).................   1998      575,000    925,000(4)           --               --           41,866(5)
  Vice Chairman
Howard L. Wood......................   1998      575,000    675,000(6)           --               --           15,604(7)
  Vice Chairman
David G. Barford....................   1998      220,000    225,000(8)           --               --        8,395,235(9)
  Senior Vice President of
    Operations -- Western Division
Curtis S. Shaw......................   1998      190,000     80,000              --               --        8,182,303(10)
  Senior Vice President, General
    Counsel and Secretary
</TABLE>

 
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 (1) Options for membership units in Charter Communications Holding Company
     granted pursuant to an employment agreement and a related option agreement.
 
 (2) Includes $4,000 in 401(k) plan matching contribution, $918 in life
     insurance premiums, $418 in gasoline reimbursement and $13,485 attributed
     to personal use of Charter Investment, Inc.'s airplane.
 
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