TELE COMMUNICATIONS INC /CO/, DEF 14A, 1998-04-30

TELE COMMUNICATIONS INC /CO/
DEF 14A, 1998-04-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

Tele-Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

-----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-----------------------------------------------------------------------

(5) Total fee paid:

-----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-----------------------------------------------------------------------

(3) Filing Party:

-----------------------------------------------------------------------

(4) Date Filed:

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<PAGE> 2

TELE-COMMUNICATIONS, INC.
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111
(303) 267-5500

Dear Stockholder: April 30, 1998

You are cordially invited to attend the annual meeting of stockholders of
Tele-Communications, Inc. (the "Company"), which will be held at the TCI
National Digital Television Center, 4100 E. Dry Creek Road, Littleton, Colorado,
on June 16, 1998, starting at 2:00 p.m. local time. A notice of the annual
meeting, a proxy card, a proxy statement containing important information about
the matters to be acted upon at the annual meeting, and the Company's 1997
Annual Report to Stockholders are enclosed.

You will be asked at the annual meeting to consider and vote upon: (a) the
election of three directors of the Company to hold office until the annual
meeting of stockholders in the year 2001 and until their successors are elected
and qualified; (b) the approval of the Tele-Communications, Inc. 1998 Incentive
Plan; and (c) such other business as may properly come before the annual
meeting.

THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION OF THE COMPANY'S 1998
INCENTIVE PLAN AND BELIEVES ITS ADOPTION IS IN THE BEST INTERESTS OF THE COMPANY
AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE IN FAVOR OF THE PROPOSALS PRESENTED IN THE ENCLOSED PROXY STATEMENT.

Whether or not you are personally able to attend the annual meeting, please
complete, sign and date the enclosed proxy card and return it in the enclosed
prepaid envelope as soon as possible. This action will not limit your right to
vote in person if you wish to attend the annual meeting and vote personally.

Sincerely yours,

/s/ JOHN C. MALONE
John C. Malone
Chairman of the Board and
Chief Executive Officer
<PAGE> 3

TELE-COMMUNICATIONS, INC.
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 1998
------------------------

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (including
any adjournment or postponement thereof, the "Annual Meeting") of
Tele-Communications, Inc., a Delaware corporation (the "Company"), will be held
at the TCI National Digital Television Center, 4100 E. Dry Creek Road,
Littleton, Colorado, starting at 2:00 p.m. local time, on June 16, 1998, for the
following purposes:

1. To elect three directors of the Company to hold office until the
2001 annual meeting of stockholders and until their successors are elected
and qualified (the "Election of Directors Proposal").

2. To consider and vote upon a proposal to approve the
Tele-Communications, Inc. 1998 Incentive Plan (the "1998 Incentive Plan
Proposal").

3. To transact such other business as may properly come before the
Annual Meeting.

Holders of record of: (a) Tele-Communications, Inc. Series A TCI Group
Common Stock (the "TCI Group Series A Stock"); (b) Tele-Communications, Inc.
Series A Liberty Media Group Common Stock (the "Liberty Group Series A Stock");
(c) Tele-Communications, Inc. Series A TCI Ventures Group Common Stock (the
"Ventures Group Series A Stock"); (d) Tele-Communications, Inc. Series B TCI
Group Common Stock (the "TCI Group Series B Stock"); (e) Tele-Communications,
Inc. Series B Liberty Media Group Common Stock (the "Liberty Group Series B
Stock"); (f) Tele-Communications, Inc. Series B TCI Ventures Group Common Stock
(the "Ventures Group Series B Stock"); (g) Class B 6% Cumulative Redeemable
Exchangeable Junior Preferred Stock (the "Class B Preferred Stock"); (h)
Convertible Preferred Stock, Series C-TCI Group (the "TCOMA Series C Preferred
Stock"); (i) Convertible Preferred Stock, Series C-Liberty Media Group (the
"LBTYA Series C Preferred Stock"); (j) Redeemable Convertible TCI Group
Preferred Stock, Series G (the "Series G Preferred Stock"); and (k) Redeemable
Convertible Liberty Media Group Preferred Stock, Series H (the "Series H
Preferred Stock") at the close of business on April 30, 1998, the record date
for the Annual Meeting, will be entitled to notice of the Annual Meeting.
Holders of record of the foregoing securities at the close of business on the
record date will be entitled to vote together as a single class on the Election
of Directors Proposal, and holders of record of the TCI Group Series A Stock,
the Liberty Group Series A Stock, the Ventures Group Series A Stock, the TCI
Group Series B Stock, the Liberty Group Series B Stock, the Ventures Group
Series B Stock, the TCOMA Series C Preferred Stock, and the LBTYA Series C
Preferred Stock at the close of business on the record date will be entitled to
vote together as a single class on the 1998 Incentive Plan Proposal.

To ensure that your interests will be represented at the Annual Meeting,
regardless of whether you plan to attend in person, please complete, date and
sign the enclosed proxy card and return it promptly in the enclosed return
envelope, which requires no postage if mailed in the United States. This action
will not limit your right to vote in person if you wish to attend the Annual
Meeting and vote personally.

This Proxy Statement and the accompanying form of proxy are first being
mailed to the stockholders of the Company on or about May 7, 1998.

By Order of the Board of Directors,

/s/ STEPHEN M. BRETT
Stephen M. Brett
Secretary

Englewood, Colorado
April 30, 1998

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY, WHETHER OR NOT YOU INTEND
TO BE PRESENT AT THE ANNUAL MEETING.
(ii)
<PAGE> 4

TELE-COMMUNICATIONS, INC.
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111
------------------------

PROXY STATEMENT
------------------------

FOR ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of Tele-Communications, Inc., a Delaware corporation
(the "Company" or "TCI"), of proxies for use at the annual meeting of the
stockholders of the Company, or at any adjournment or postponement thereof (the
"Annual Meeting"), for the purposes set forth in the accompanying Notice of
Meeting. Proxies are being solicited from the holders of the following
securities of the Company: (a) Tele-Communications, Inc. Series A TCI Group
Common Stock (the "TCI Group Series A Stock"); (b) Tele-Communications, Inc.
Series B TCI Group Common Stock (the "TCI Group Series B Stock" and together
with the TCI Group Series A Stock, the "TCI Group Common Stock"); (c)
Tele-Communications, Inc. Series A Liberty Media Group Common Stock (the
"Liberty Group Series A Stock"); (d) Tele-Communications, Inc. Series B Liberty
Media Group Common Stock (the "Liberty Group Series B Stock" and together with
the Liberty Group Series A Stock, the "Liberty Media Group Common Stock"); (e)
Tele-Communications, Inc. Series A TCI Ventures Group Common Stock (the
"Ventures Group Series A Stock"); (f) Tele-Communications, Inc. Series B TCI
Ventures Group Common Stock (the "Ventures Group Series B Stock" and together
with the Ventures Group Series A Stock, the "Ventures Group Common Stock"); (g)
Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock (the "Class
B Preferred Stock"); (h) Convertible Preferred Stock, Series C-TCI Group (the
"TCOMA Series C Preferred Stock"); (i) Convertible Preferred Stock, Series
C-Liberty Media Group (the "LBTYA Series C Preferred Stock" and together with
the TCOMA Series C Preferred Stock, the "Series C Preferred Stock"); (j)
Redeemable Convertible TCI Group Preferred Stock, Series G (the "Series G
Preferred Stock"); and (k) Redeemable Convertible Liberty Media Group Preferred
Stock, Series H (the "Series H Preferred Stock"). The aforementioned securities
shall be referred to in this Proxy Statement, from time to time, as the "Voting
Securities."

THE ANNUAL MEETING

TIME AND PLACE; PURPOSES

The Annual Meeting will be held at the TCI National Digital Television
Center, 4100 E. Dry Creek Road, Littleton, Colorado, on June 16, 1998, starting
at 2:00 p.m. local time. At the Annual Meeting, the stockholders of the Company
will be asked to consider and vote upon proposals: (a) to elect three directors
of the Company to hold office until the annual meeting of stockholders in the
year 2001 and until their successors are elected and qualified (the "Election of
Directors Proposal"); (b) to consider and vote upon a proposal to approve the
Tele-Communications, Inc. 1998 Incentive Plan (the "1998 Incentive Plan
Proposal"); and (c) to transact such other business as may properly come before
the Annual Meeting.

This Proxy Statement and the accompanying form of proxy are first being
mailed to the stockholders of the Company on or about May 7, 1998.

VOTING RIGHTS; VOTES REQUIRED FOR APPROVAL

The Board of Directors has fixed the close of business on April 30, 1998
(the "Record Date"), as the date for the determination of holders of the Voting
Securities entitled to notice of and to vote at the Annual Meeting. Only holders
of record of shares of the Voting Securities at the close of business on the
Record Date are entitled to notice of and to vote at the Annual Meeting.
<PAGE> 5

Holders of record of the Voting Securities at the close of business on the
Record Date will be entitled to vote together as a single class on the Election
of Directors Proposal, and holders of record of the TCI Group Common Stock, the
Liberty Media Group Common Stock, the Ventures Group Common Stock, and the
Series C Preferred Stock at the close of business on the Record Date will be
entitled to vote together as a single class on the 1998 Incentive Plan Proposal.
At the close of business on the Record Date, there were: (a) 472,207,363 shares
of TCI Group Series A Stock outstanding and entitled to vote at the Annual
Meeting; (b) 50,126,345 shares of TCI Group Series B Stock outstanding and
entitled to vote at the Annual Meeting; (c) 326,076,668 shares of Liberty Group
Series A Stock outstanding and entitled to vote at the Annual Meeting; (d)
31,745,757 shares of Liberty Group Series B Stock outstanding and entitled to
vote at the Annual Meeting; (e) 377,114,654 shares of Ventures Group Series A
Stock outstanding and entitled to vote at the Annual Meeting; (f) 45,367,134
shares of Ventures Group Series B Stock outstanding and entitled to vote at the
Annual Meeting; (g) 1,552,490 shares of Class B Preferred Stock outstanding and
entitled to vote at the Annual Meeting; (h) 53,120 shares of TCOMA Series C
Preferred Stock outstanding and entitled to vote at the Annual Meeting; (i)
70,575 shares of LBTYA Series C Preferred Stock outstanding and entitled to vote
at the Annual Meeting; (j) 6,446,794 shares of Series G Preferred Stock
outstanding and entitled to vote at the Annual Meeting; and (k) 6,567,794 shares
of Series H Preferred Stock outstanding and entitled to vote at the Annual
Meeting.

The presence, in person or by proxy, of the holders of a majority of the
combined voting power of the outstanding shares of the Voting Securities
entitled to vote is necessary to constitute a quorum at the Annual Meeting. The
Election of Directors Proposal must be approved by a plurality of the votes cast
with respect to the shares of the TCI Group Common Stock, the Liberty Media
Group Common Stock, the Ventures Group Common Stock, the Class B Preferred
Stock, the Series C Preferred Stock, the Series G Preferred Stock and the Series
H Preferred Stock, represented in person or by proxy and entitled to vote at the
Annual Meeting, voting as a single class. The affirmative vote of a majority of
the combined voting power and a majority of the combined number of the shares of
the TCI Group Common Stock, the Liberty Media Group Common Stock, the Ventures
Group Common Stock, and the Series C Preferred Stock represented in person or by
proxy and entitled to vote at the Annual Meeting, voting as a single class, is
required to approve the 1998 Incentive Plan Proposal. Each holder of record as
of the Record Date of: (a) the TCI Group Series A Stock, the Liberty Group
Series A Stock, the Ventures Group Series A Stock, the Class B Preferred Stock,
the Series G Preferred Stock and the Series H Preferred Stock is entitled to
cast one vote per share of such class or series held; (b) the TCI Group Series B
Stock, the Liberty Group Series B Stock, and the Ventures Group Series B Stock,
is entitled to cast ten votes per share of such series held; (c) the TCOMA
Series C Preferred Stock is entitled to cast 132.86 votes per share of such
series held; and (d) the LBTYA Series C Preferred Stock is entitled to cast
56.25 votes per share of such series held, on each matter on which holders of
shares of such class or series are entitled to vote at the Annual Meeting.

PROXIES

All shares of the Voting Securities represented by properly executed
proxies received prior to or at the Annual Meeting, and not revoked, will be
voted in accordance with the instructions indicated in such proxies. If no
instructions are indicated, such proxies will be voted FOR the Election of
Directors Proposal and FOR the 1998 Incentive Plan Proposal. So far as the
Company's Board of Directors is aware, the Election of Directors Proposal and
the 1998 Incentive Plan Proposal are the only matters to be acted upon at the
Annual Meeting. As to any other matter which may properly come before the Annual
Meeting, the persons named in the accompanying proxy card will vote thereon in
accordance with their best judgment. A properly executed proxy marked "ABSTAIN,"
although counted for purposes of determining whether there is a quorum and for
purposes of determining the aggregate voting power and number of shares
represented and entitled to vote at the Annual Meeting, will not be voted and,
therefore, except in the case of the Election of Directors Proposal, will have
the same effect as a vote cast against the matter to which such instruction is
indicated. Shares represented by "broker non-votes" (i.e., shares held by
brokers or nominees which are represented at a meeting but with respect to which
the broker or nominee is not empowered to vote on a particular proposal) will
also be counted for purposes of determining whether there is a quorum at the
Annual Meeting but will be

2
<PAGE> 6

deemed shares not entitled to vote and will not be included for purposes of
determining the aggregate voting power and number of shares represented and
entitled to vote on a particular matter.

A stockholder may revoke his or her proxy at any time prior to its use by
delivering to the Secretary of the Company a signed notice of revocation or a
later dated signed proxy or by attending the Annual Meeting and voting in
person. Attendance at the Annual Meeting will not in itself constitute the
revocation of a proxy.

The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies by telephone, telegram, in person or by other means. Such
persons will receive no additional compensation for such services. Brokerage
houses, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares held of record by them
and will be reimbursed for their reasonable out-of-pocket expenses in connection
therewith.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Effective February 6, 1998, the Company issued a stock dividend to holders
of Liberty Media Group Common Stock consisting of one share of Liberty Group
Series A Stock for every two shares of Liberty Group Series A Stock held and one
share of Liberty Group Series B Stock for every two shares of Liberty Group
Series B Stock held (the "1998 Liberty Stock Dividend"). In addition, the
Company issued a stock dividend to holders of Ventures Group Common Stock
consisting of one share of Ventures Group Series A Stock for each share of
Ventures Group Series A Stock held and one share of Ventures Group Series B
Stock for each share of Ventures Group Series B Stock held (the "1998 Ventures
Stock Dividend" and together with the 1998 Liberty Stock Dividend, the "1998
Stock Dividends"). References to share amounts and per share prices set forth
below have been adjusted retroactively to give effect to the 1998 Stock
Dividends. In addition, please refer to the discussion under "CONCERNING
MANAGEMENT -- Executive Compensation -- Background of Stock Adjustments" for
additional information regarding recent changes in the capital structure of the
Company. References to share amounts and per share prices also have been
adjusted retroactively to give effect to such changes.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of December 31, 1997, information with
respect to the ownership of the Voting Securities, by each person known to the
Company to own beneficially more than 5% of any such class or series outstanding
on that date. Unless otherwise indicated, the information in the table and the
footnotes is as of December 31, 1997, but has been restated to reflect the 1998
Stock Dividends. Shares issuable upon exercise of options, conversion of
convertible securities, exchange of exchangeable securities or upon vesting of
restricted stock awards are deemed to be outstanding for the purpose of
computing the percentage ownership and overall voting power of persons
beneficially owning such securities, but have not been deemed to be outstanding
for the purpose of computing the percentage ownership or overall voting power of
any other person. Voting power in the table is computed with respect to a
general election of directors and, therefore, the Class B Preferred Stock, the
Series G Preferred Stock and the Series H Preferred Stock are included in the
calculation notwithstanding the fact that the Class B Preferred Stock, the
Series G Preferred Stock and the Series H Preferred Stock do not generally vote
with respect to matters submitted to a vote of stockholders. The number of
shares indicated as owned by John C. Malone, Chairman of the Board and Chief
Executive Officer of the Company, include interests in shares held by the
trustee of the predecessor plan to the TCI 401(k) Stock Plan (the "TCI Stock
Plan"). So far as is known to TCI, the persons indicated below have sole voting
and investment power with respect to the shares indicated as owned by them,
except as otherwise stated in the notes to the table and except for the shares
held by the trustee of the TCI Stock Plan for the benefit of Dr. Malone, which
shares are voted at the discretion of the trustee.

3
<PAGE> 7

<TABLE>
<CAPTION>
AMOUNT
AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF VOTING
OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP CLASS(1) POWER(1)
------------------- -------------- ---------- ---------- --------
<S> <C> <C> <C> <C>
John C. Malone
5619 DTC Parkway TCI Group Series A Stock 1,512,864(2) * )
Englewood, Colorado 80111 TCI Group Series B Stock 54,128,186(3)(4)(5)(6) 84.47% )
Liberty Group Series A Stock 1,229,469(2)(3) * )
Liberty Group Series B Stock 27,233,811(3)(4)(6) 85.96% ) 48.68%
Ventures Group Series A Stock 1,299,932(2) * )
Ventures Group Series B Stock 45,239,888(2)(3)(4)(5)(6) 93.16% )
Class B Preferred Stock 273,600(3) 17.62% )
Kim Magness
5619 DTC Parkway TCI Group Series A Stock 50,000(7) * )
Englewood, Colorado TCI Group Series B Stock 21,387,761(4)(8)(9) 38.87% )
80111, individually and as Liberty Group Series A Stock 9,233,786(7)(8) 2.95% ) 21.95%
co-personal representative Liberty Group Series B Stock 14,044,522(8)(9) 44.33% )
of the Estate of Bob Ventures Group Series B Stock 18,236,450(8)(9) 39.85% )
Magness and as personal Class B Preferred Stock 125,000(8) 8.05% )
representative of the
Estate of Betsy Magness

Gary Magness
5619 DTC Parkway TCI Group Series B Stock 14,627,038(4)(8)(9) 27.91% )
Englewood, Colorado Liberty Group Series A Stock 6,850,603(8) 2.19% )
80111, individually and as Liberty Group Series B Stock 11,702,890(8)(9) 36.94% ) 16.14%
co-personal representative Ventures Group Series B Stock 12,481,882(8)(9) 28.22% )
of the Estate of Bob Class B Preferred Stock 125,000(8) 8.05% )
Magness

The Associated Group, Inc.
200 Gateway Towers TCI Group Series A Stock 9,111,202(10) 1.99% )
Pittsburgh, Pennsylvania TCI Group Series B Stock 7,123,167(10) 14.77% )
15222 Liberty Group Series A Stock 8,180,955(10) 2.61% ) 5.06%
Liberty Group Series B Stock 2,651,944(10) 8.37% )
Ventures Group Series A Stock 6,737,548(10) 1.84% )

The Capital Group
Companies, Inc. and TCI Group Series A Stock 39,084,230(11) 8.52% )
Capital Research and Liberty Group Series A Stock 49,490,205(11) 15.80% ) 5.11%
Management Company Ventures Group Series A Stock 34,440,960(11) 9.42% )
333 South Hope Street
Los Angeles, California
90071

The Equitable Companies
Incorporated TCI Group Series A Stock 5,432,135(12) 1.18% )
1290 Avenue of the Liberty Group Series A Stock 35,153,619(13) 11.22% ) 2.50%
Americas Ventures Group Series A Stock 19,618,408(14) 5.36% )
New York, New York
10104; and
The Mutuelles AXA
(as defined)
100-101 Terrasse Boieldieu
92042
Paris La Defense France

Putnam Investments, Inc.
One Post Office Square Ventures Group Series A Stock 39,590,372(15) 10.83% ) 1.64%
Boston, Massachusetts
02109

J.P. Morgan & Co.
Incorporated TCI Group Series A Stock 43,044,027(16) 9.39% ) 1.79%
60 Wall Street
New York, New York
10260
</TABLE>

4
<PAGE> 8

Janus Capital Corporation
and Thomas H. Bailey TCI Group Series A Stock 38,075,152(18) 8.30% ) 1.58%
100 Fillmore Street
Denver, Colorado
80206

Lawrence Flinn, Jr.
209 Taconic Road TCI Group Series A Stock 701,313(19) * )
Greenwich, Connecticut TCI Group Series B Stock 814(19) * )
06830 Liberty Group Series A Stock 406,086(19) * )
Liberty Group Series B Stock 9,000(19) * ) *
Ventures Group Series A Stock 802,062(19) * )
Ventures Group Series B Stock 46,372(19) * )
Series G Preferred Stock 6,186,647(19) 94.20% )
Series H Preferred Stock 6,186,647(19) 94.20% )

Bill Daniels
c/o Daniels & Associates TCI Group Series A Stock 165(19) * )
3200 Cherry Creek Drive Liberty Group Series A Stock 144(19) * )
South Ventures Group Series A Stock 188(19) * ) *
Denver, Colorado TCOMA Series C Preferred Stock 70,575(20) 100% )
80209 LBTYA Series C Preferred Stock 70,575(20) 100% )

Salomon Brothers Inc.
Salomon Brothers Class B Preferred Stock 100,142(21) 6.45% ) *
Holding Company Inc.
Salomon Smith Barney
Holdings Inc.
Travelers Group Inc.
388 Greenwich Street
New York, New York
10013
</TABLE>

- ---------------

* Less than one percent

(1) Based on 458,473,123 shares of TCI Group Series A Stock, 48,230,923 shares
of TCI Group Series B Stock, 313,225,982 shares of Liberty Group Series A
Stock, 31,681,124 shares of Liberty Group Series B Stock, 365,719,524
shares of Ventures Group Series A Stock, 44,228,902 shares of Ventures
Group Series B Stock, 1,552,490 shares of Class B Preferred Stock, 70,575
shares of TCOMA Series C Preferred Stock, 70,575 shares of LBTYA Series C
Preferred Stock, 6,567,344 shares of Series G Preferred Stock and 6,567,894
shares of Series H Preferred Stock outstanding on December 31, 1997, in
each case after elimination of shares then held in treasury and shares held
by the Company and its majority owned subsidiaries. Further, in connection
with the settlement of certain litigation brought against TCI and others,
portions of certain transactions that were entered into by TCI in June 1997
were unwound such that 10,201,040 shares of TCI Group Series A Stock and
11,666,508 shares of Ventures Group Series A Stock were returned to TCI as
authorized but unissued shares, and TCI issued 10,017,145 shares of TCI
Group Series B Stock and 12,034,298 shares of Ventures Group Series B
Stock. The December 31, 1997 outstanding share numbers set forth above were
adjusted accordingly to reflect the effect of such settlement. See
discussion in "CONCERNING MANAGEMENT -- Compensation Committee Interlocks
and Insider Participation in Compensation Decisions -- Magness and Malone
Transactions".

(2) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights in November 1992 to acquire 700,000
shares of TCI Group Series A Stock, 562,500 shares of Liberty Group Series
A Stock, and 600,000 shares of Ventures Group Series A Stock, all of which
options are currently exercisable; (b) stock options granted in tandem with
stock appreciation

5
<PAGE> 9

rights in December 1995 to acquire 700,000 shares of TCI Group Series A
Stock, 562,500 shares of Liberty Group Series A Stock, and 600,000 shares
of Ventures Group Series A Stock, of which options to acquire 280,000,
225,000, and 240,000, respectively, of such shares are currently
exercisable; and (c) stock options granted in tandem with stock
appreciation rights in December 1997 to acquire 2,800,000 shares of
Ventures Group Series B Stock, none of which options are exercisable until
December 16, 1998. The grant referred to in (c) above is subject to the
approval by stockholders of the 1998 Incentive Plan Proposal.

(3) Includes 776,380 shares of TCI Group Series B Stock, 12,726 shares of
Liberty Group Series A Stock, 439,875 shares of Liberty Group Series B
Stock, 793,240 shares of Ventures Group Series B Stock and 6,900 shares of
Class B Preferred Stock held by Dr. Malone's wife, Mrs. Leslie Malone, as
to which Dr. Malone has disclaimed beneficial ownership.

(4) Pursuant to a letter agreement dated June 17, 1988 (the "1988 Agreement"),
the late Mr. Bob Magness and Kearns-Tribune Corporation, a newspaper
publishing concern ("Kearns"), each granted Dr. Malone certain rights with
respect to the then Class B Common Stock of TCI owned by them. Dr. Malone
agreed with TCI to forego the exercise of such rights in connection with a
June 16, 1997 transaction whereby the Estate of Bob Magness sold 30,545,864
shares of TCI Group Series B Stock to TCI in exchange for an equal number
of shares of TCI Group Series A Stock (the "Estate Swap"). In consideration
thereof, TCI granted Dr. Malone the right to acquire, at any time and from
time to time prior to June 30, 1999 (the "Malone Right"), up to 30,545,864
shares of TCI Group Series B Stock for either (or any combination of): (a)
shares of TCI Group Series A Stock on a one-for-one basis; or (b) cash
based on the closing sales price of the TCI Group Series B Stock on the
National Market tier of The Nasdaq Stock Market ("Nasdaq") for a specified
period prior to the acquisition of such shares by Dr. Malone (the
"TCI-Estates Agreement"). Effective February 9, 1998, however, the number
of shares of TCI Group Series B Stock subject to the Malone Right was
reduced from 30,545,864 to 14,511,570 shares. Dr. Malone and certain
members of the Magness family, individually, and in certain cases, on
behalf of the Estate of Betsy Magness and the Estate of Bob Magness
(collectively, the "Magness Group") have the right to participate with Dr.
Malone in any acquisition of up to 12,406,238 of the 14,511,570 shares of
TCI Group Series B Stock subject to the Malone Right on a basis
proportionate to the relative ownership by the Magness Group and Dr. Malone
and his spouse of capital stock of TCI having more than one vote per share
in the election of directors. At this time, Dr. Malone's proportionate
share of such 12,406,238 shares is 6,809,537, Kim Magness' proportionate
share (by means of his role as co-personal representative of the Estate of
Bob Magness, as personal representative of the Estate of Betsy Magness and
individually) is 5,460,148, and Gary Magness' proportionate share (by means
of his role as co-personal representative of the Estate of Bob Magness and
individually) is 4,171,825. (As co-personal representatives of the Estate
of Bob Magness, the 4,035,271 shares of TCI Group Series B Stock
attributable to the Estate of Bob Magness' proportionate right in the
Malone Right, have been attributed in full to each of Kim and Gary
Magness.) The remaining 2,105,332 shares continue to be subject to the
Malone Right, free of any right of the Magness Group to participate in such
shares. If the Magness Group or any member thereof declines to participate
in the Malone Right, Dr. Malone may acquire all such shares.

In connection with the foregoing changes to the TCI-Estates Agreement, on
February 9, 1998, Dr. Malone and his spouse (the "Malone Group") and the
Magness Group entered into a Stockholders' Agreement pursuant to which the
parties agreed to consult with each other on any matter coming to a vote of
TCI stockholders; provided, however, that in the event of a disagreement,
the shares of TCI Group Series B Stock, Liberty Group Series B Stock and
Ventures Group Series B Stock held by the Malone Group and the Magness
Group will be voted in the manner directed by Dr. Malone pursuant to an
irrevocable proxy given by the Magness Group.

As a result of the February 1998 transactions, Dr. Malone's beneficial
ownership of TCI common stock includes the following shares held by the
Magness Group: 16,365,681 shares of TCI Group Series B Stock, 14,292,719
shares of Liberty Group Series B Stock, and 18,684,034 shares of Ventures
Group Series B Stock. In addition, all of the shares subject to the Malone
Right have been included in Dr. Malone's beneficial ownership information.

6
<PAGE> 10

(5) Includes 1,684,775 shares of TCI Group Series B Stock and 1,721,360 shares
of Ventures Group Series B Stock over which Dr. Malone has the power to
direct the voting. Dr. Malone also has a right of first refusal with
respect to any proposed transfer of such shares. Such right of first
refusal may be exercised by Dr. Malone either by the payment of cash or,
subject to certain exceptions, by the exchanging of shares of TCI Group
Series A Stock for such TCI Group Series B Stock or Ventures Group Series A
Stock for such Ventures Group Series B Stock. If not exercised by Dr.
Malone, the right of first refusal may be exercised by the Company. See
note 8 to the table in "Security Ownership of Management" for additional
information.

(6) Dr. and Mrs. Malone's shares of TCI Group Series B Stock, Liberty Group
Series B Stock, and Ventures Group Series B Stock are subject to the terms
of a Call Agreement, dated as of February 9, 1998, among Dr. and Mrs.
Malone and TCI. See "CONCERNING MANAGEMENT -- Certain Relationships and
Related Transactions -- Transactions with Management and Others -- Malone
Transactions" for additional information regarding the terms of this Call
Agreement.

(7) Assumes the exercise in full of options granted to Mr. Magness in November
1994, pursuant to the Company's 1994 Nonemployee Director Stock Option Plan
(the "Director Stock Option Plan"), to acquire 50,000 shares of TCI Group
Series A Stock and 28,125 shares of Liberty Group Series A Stock. Options
to acquire 30,000 and 16,875, respectively, of such shares are currently
exercisable.

(8) Effective January 5, 1998, Mr. Kim Magness and Mr. Gary Magness were
appointed co-personal representatives of the Estate of Bob Magness.
Accordingly, the following shares beneficially owned by the Estate of Bob
Magness are reflected in full in Mr. Kim Magness' and Mr. Gary Magness'
share information: (a) 14,052,416 shares of TCI Group Series B Stock; (b)
125,000 shares of Class B Preferred Stock; (c) 6,726,505 shares of Liberty
Group Series A Stock; (d) 11,454,693 shares of Liberty Group Series B
Stock; and (e) 12,034,298 shares of Ventures Group Series B Stock.

(9) The shares of TCI Group Series B Stock, Liberty Group Series B Stock, and
Ventures Group Series B Stock beneficially owned by Mr. Kim Magness, Mr.
Gary Magness, the Estate of Bob Magness, and the Estate of Betsy Magness
are subject to the terms of a Call Agreement, dated as of February 9, 1998,
among members of the Magness Group and TCI. See "CONCERNING MANAGEMENT --
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions -- Magness and Malone Transactions" for additional information
regarding the terms of such Call Agreement.

(10) The number of shares in the table is based upon disclosure made by The
Associated Group, Inc. to the Company as of February 26, 1998. All shares
are beneficially owned through a wholly owned subsidiary of The Associated
Group, Inc.

(11) The number of shares in the table is based upon the Schedule 13Gs filed by
The Capital Group Companies, Inc. with respect to: (a) TCI Group Series A
Stock, dated February 11, 1998; (b) Ventures Group Series A Stock, dated
February 12, 1998; and (c) Liberty Group Series A Stock, dated February 12,
1998. The Capital Group Companies, Inc. is the parent holding company of a
group of investment management companies that hold investment power and, in
some cases, voting power over the securities reported in the Schedule 13Gs.
The investment management companies, which include a bank and several
investment advisers, provide investment advisory and management services
for their respective clients which include registered investment companies
and institutional accounts. The Capital Group Companies, Inc. does not have
investment power or voting power over any of the securities reported;
however, The Capital Group Companies, Inc., may be deemed to beneficially
own such securities. Capital Research and Management Company, an investment
adviser and wholly owned subsidiary of The Capital Group Companies, Inc.,
is the beneficial owner of 35,835,520 shares of TCI Group Series A Stock,
31,217,880 shares of Ventures Group Series A Stock, and 39,857,610 shares
of Liberty Group Series A Stock as a result of acting as investment adviser
to various investment companies. The remaining shares reported as being
beneficially owned by The Capital Group Companies, Inc. are beneficially
owned by other subsidiaries of The Capital Group Companies, Inc., none of
which by itself owns 5% or more of the outstanding securities.

7
<PAGE> 11

(12) The number of shares of TCI Group Series A Stock in the table is based upon
a Schedule 13G, dated February 17, 1998, filed by The Equitable Companies
Incorporated and other related companies (defined therein as the Mutuelles
AXA). The Schedule 13G reflects that said corporations have sole voting
power over 1,073,613 shares and shared voting power over 3,867,425 shares
of TCI Group Series A Stock. The Schedule 13G also reflects that said
corporations have sole disposition power over 5,407,128 shares and shared
disposition power over 25,007 shares of TCI Group Series A Stock. No
additional information is given with respect to the voting power over the
remaining shares.

(13) The number of shares of Liberty Group Series A Stock in the table is based
upon a Schedule 13G, dated February 17, 1998, filed by The Equitable
Companies Incorporated and other related companies (defined therein as the
Mutuelles AXA). The Schedule 13G reflects that said corporations have sole
voting power over 18,008,896 shares and shared voting power over 8,877,555
shares of Liberty Group Series A Stock. The Schedule 13G also reflects that
said corporations have sole disposition power over 35,148,063 shares and
shared disposition power over 5,556 shares of Liberty Group Series A Stock.
No additional information is given with respect to the voting power over
the remaining shares.

(14) The number of shares of Ventures Group Series A Stock in the table is based
upon a Schedule 13G, dated February 17, 1998, filed by The Equitable
Companies Incorporated and other related companies (defined therein as the
Mutuelles AXA). The Schedule 13G reflects that said corporations have sole
voting power over 2,348,320 shares and shared voting power over 16,845,032
shares of Ventures Group Series A Stock. The Schedule 13G also reflects
that said corporations have sole disposition power over 19,598,730 shares
and shared disposition power over 19,678 shares of Ventures Group Series A
Stock. No additional information is given with respect to the voting power
over the remaining shares.

(15) The number of shares of Ventures Group Series A Stock in the table is based
upon a Schedule 13G, dated February 6, 1998, filed by Putnam Investments,
Inc. and other related companies. The Schedule 13G reflects that said
corporations have shared voting power over 3,706,552 shares and shared
disposition power over all the shares. No additional information is given
with respect to the voting power over the remaining shares.

(16) The number of shares of TCI Group Series A Stock in the table is based upon
a Schedule 13G, dated January 31, 1997, filed by J. P. Morgan & Co.
Incorporated. The Schedule 13G reflects that said corporation has sole
voting power over 28,128,668 shares and shared voting power over 525,866
shares of TCI Group Series A Stock. The Schedule 13G also reflects that
said corporation has sole disposition power over 42,165,466 shares and
shared disposition power over 740,460 shares of TCI Group Series A Stock.
No information is given with respect to the voting power or disposition
power over the remaining shares.

(17) The disclosure concerning the TCI Group Series A Stock is based upon
disclosure made by Oppenheimer Capital to the Company during the first
quarter of 1997. The disclosure concerning the Ventures Group Series A
Stock is based upon a Schedule 13G, dated as of February 27, 1998, filed by
Oppenheimer Capital. The Schedule 13G reflects that said corporation has
sole voting power and sole disposition power over all the shares of
Ventures Group Series A Stock.

(18) The number of shares of TCI Group Series A Stock in the table is based upon
a Schedule 13G, dated February 13, 1998, filed by Janus Capital
Corporation. The Schedule 13G reflects that said corporation has shared
voting power and shared disposition power over all of the shares of TCI
Group Series A Stock.

(19) Based upon the Company's review of the record of stockholders provided by
the Company's transfer agent, The Bank of New York.

(20) Based upon the Company's review of its internally maintained stock records.

(21) The number of shares of Class B Preferred Stock in the table is based upon
a Schedule 13G, dated December 10, 1997, filed by Salomon Brothers Inc. The
Schedule 13G reflects that said corporation has shared voting power and
shared disposition power over all of the shares of Class B Preferred Stock.

8
<PAGE> 12

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of December 31, 1997, information with
respect to the ownership of: (a) the Voting Securities; and (b) the voting
securities of Tele-Communications International, Inc., a majority owned
subsidiary of the Company ("International"), which consist of
Tele-Communications International, Inc. Series A Common Stock ("TINTA Series A
Stock") and Tele-Communications International, Inc. Series B Common Stock
("TINTA Series B Stock"), by all directors and each of the named executive
officers of TCI and by all executive officers and directors of TCI as a group.
Shares issuable upon exercise of options, conversion of convertible securities,
exchange of exchangeable securities or upon vesting of restricted stock awards
are deemed to be outstanding for the purpose of computing the percentage
ownership and overall voting power of persons beneficially owning such
securities, but have not been deemed to be outstanding for the purpose of
computing the percentage ownership or overall voting power of any other person.
Voting power in the table is computed with respect to a general election of
directors and, therefore, the Class B Preferred Stock, the Series G Preferred
Stock and the Series H Preferred Stock are included in the calculation
notwithstanding the fact that the Class B Preferred Stock, the Series G
Preferred Stock and the Series H Preferred Stock do not generally vote with
respect to matters submitted to a vote of stockholders. The number of shares of
TCI Group Series A Stock, TCI Group Series B Stock, Liberty Group Series A
Stock, Liberty Group Series B Stock, Ventures Group Series A Stock, and Ventures
Group Series B Stock in the table include interests of the directors or named
executive officers or of members of the group of directors and executive
officers in shares held by the trustee of the TCI Stock Plan and shares held by
the trustee of United Artists Entertainment Company's Employee Stock Ownership
Plan for their respective accounts. So far as is known to the Company, the
persons indicated below have sole voting and investment power with respect to
the shares indicated as owned by them, except as otherwise stated in the notes
to the table and except for the shares held by the trustee of the TCI Stock Plan
for the benefit of such person, which shares are voted at the discretion of the
trustee. The information in the table has been adjusted for the 1998 Stock
Dividends.

<TABLE>
<CAPTION>
AMOUNT
AND PERCENT
NATURE OF OF VOTING
NAME OF BENEFICIAL CLASS POWER
BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP (1)(2) (1)(2)
- ---------------- -------------- ---------- ------- ------
<S> <C> <C> <C> <C>
Donne F. Fisher TCI Group Series A Stock 433,732(3) * )
TCI Group Series B Stock 183,012 * )
Liberty Group Series A Stock 381,838(3) * )
Liberty Group Series B Stock 93,402 * ) *
Ventures Group Series A Stock 306,184(3) * )
Ventures Group Series B Stock 268,738 * )
Class B Preferred Stock 4,299(3) * )

John W. Gallivan TCI Group Series A Stock 105,412(4) * )
Liberty Group Series A Stock 29,318(4) * ) *
Ventures Group Series A Stock 23,696 * )
Class B Preferred Stock 14(4) * )

Paul A. Gould TCI Group Series A Stock 99,197(5) * )
TCI Group Series B Stock 244,842 * )
Liberty Group Series A Stock 153,807(5) * )
Liberty Group Series B Stock 58,621 * ) *
Ventures Group Series A Stock 56,266 * )
Ventures Group Series B Stock 57,964 * )
Class B Preferred Stock 12,248 * )

TINTA Series A Stock 95,000(6) * ) *

Leo J. Hindery, Jr. TCI Group Series A Stock 1,924,534(7) * )
TCI Group Series B Stock 1,684,775(8) 3.49% )
Liberty Group Series A Stock 1,125,000(7) * )
Ventures Group Series A Stock 1,550,932(7) * )
Ventures Group Series B Stock 1,721,360(8) 3.89% )

TINTA Series A Stock 50,000(7) * *
</TABLE>

9
<PAGE> 13

<TABLE>
<CAPTION>
AMOUNT
AND PERCENT
NATURE OF OF VOTING
NAME OF BENEFICIAL CLASS POWER
BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP (1)(2) (1)(2)
- ---------------- -------------- ---------- ------- ------
<S> <C> <C> <C> <C>
Jerome H. Kern TCI Group Series A Stock 2,080,746(9) * )
Liberty Group Series A Stock 1,546,292(9) * ) *
Ventures Group Series A Stock 1,624,876(9) * )

TINTA Series A Stock 50,000(6) * *

Kim Magness, TCI Group Series A Stock 50,000(10) * )
individually and TCI Group Series B Stock 21,387,761(11) 38.87% )
as co-personal Liberty Group Series A Stock 9,233,786(12) 2.95% ) 21.95%
representative of the Liberty Group Series B Stock 14,044,522(13) 44.33% )
Estate of Bob Magness Ventures Group Series B Stock 18,236,450(13) 39.85% )
and as personal Class B Preferred Stock 125,000(14) 8.05% )
representative of the Estate
of Betsy Magness

John C. Malone TCI Group Series A Stock 1,512,864(15) * )
TCI Group Series B Stock 54,128,186(16) 84.47% )
Liberty Group Series A Stock 1,229,469(17) * )
Liberty Group Series B Stock 27,233,811(18) 85.96% ) 48.68%
Ventures Group Series A Stock 1,299,932(15) * )
Ventures Group Series B Stock 45,239,888(19) 93.16% )
Class B Preferred Stock 273,600(20) 17.62% )

TINTA Series A Stock 50,000(6) * *

Robert A. Naify TCI Group Series A Stock 16,604,946(21) 3.50% )
Liberty Group Series A Stock 13,324,925(21) 4.09% ) 1.80%
Ventures Group Series A Stock 14,167,826(21) 3.73% )
Class B Preferred Stock 1,000 * )

J C Sparkman TCI Group Series A Stock 200,921(22) * )
Liberty Group Series A Stock 141,751(22) * ) *
Ventures Group Series A Stock 107,102(22) * )

Stephen M. Brett TCI Group Series A Stock 636,424(23) * )
Liberty Group Series A Stock 572,232(23) * ) *
Ventures Group Series A Stock 519,986(23) * )

TINTA Series A Stock 100,000(24) * *

Larry E. Romrell TCI Group Series A Stock 588,400(25) * )
TCI Group Series B Stock 20 * )
Liberty Group Series A Stock 441,381(25) * ) *
Liberty Group Series B Stock 220 * )
Ventures Group Series A Stock 633,686(25) * )
Ventures Group Series B Stock 1,136 * )

Fred A. Vierra TCI Group Series A Stock 242,528(26) * )
Liberty Group Series A Stock 318,382(26) * ) *
Ventures Group Series A Stock 369,858(26) * )
Class B Preferred Stock 200 * )

TINTA Series A Stock 596,000(27) * *

All directors and TCI Group Series A Stock 26,090,499(4)(21)(28) 5.42% )
executive officers as TCI Group Series B Stock 54,558,104(8)(11)(16) 85.14% )
a group (17 persons) Liberty Group Series A Stock 30,998,676(4)(20)(21)(28) 9.30% )
Liberty Group Series B Stock 27,387,822(11)(18) 86.45% ) 50.73%
Ventures Group Series A Stock 22,016,488(21)(28) 5.72% )
Ventures Group Series B Stock 45,573,070(8)(11)(16)(29) 93.85% )
Class B Preferred Stock 418,675(3)(4)(14)(20) 26.97% )

TINTA Series A Stock 991,000(30) * *
</TABLE>

- ---------------

* Less than one percent.

(1) See note 1 to the table in "Security Ownership of Certain Beneficial
Owners."

(2) Based on 103,627,880 shares of TINTA Series A Stock and 11,700,000 shares
of TINTA Series B Stock outstanding on December 31, 1997 after elimination
of shares then held in treasury and shares held by International and its
subsidiaries.

(3) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights to Mr. Fisher in November 1994 to
acquire 140,000 shares of TCI Group Series A Stock, 112,500 shares of
Liberty Group Series A Stock, and 120,000 Ventures Group Series A Stock of

10
<PAGE> 14

which options to acquire 84,000, 67,500, and 72,000, respectively, of such
shares are currently exercisable; and (b) stock options granted in January
1996, pursuant to the Director Stock Option Plan, to acquire 50,000 shares
of TCI Group Series A Stock and 28,125 shares of Liberty Group Series A
Stock, of which options to acquire 10,000 and 5,625, respectively, of such
shares are currently exercisable. In addition, includes 210 shares of Class
B Preferred Stock held by Mr. Fisher's wife.

(4) Includes 1,524 shares of TCI Group Series A Stock, 856 shares of Liberty
Group Series A Stock and 14 shares of Class B Preferred Stock held by Mr.
Gallivan's wife. Also, assumes the exercise in full of stock options
granted in November 1994, pursuant to the Director Stock Option Plan, to
acquire 20,000 shares of TCI Group Series A Stock and 28,125 shares of
Liberty Group Series A Stock. Options to acquire 16,875 shares of Liberty
Group Series A Stock are currently exercisable. None of the options to
acquire shares of the TCI Group Series A Stock remaining from the original
grant are exercisable until November 16, 1998.

(5) Assumes the exercise in full of options granted in December 1996, pursuant
to the Director Stock Option Plan, to acquire 50,000 shares of TCI Group
Series A Stock and 28,125 shares of Liberty Group Series A Stock. Options
to acquire 10,000 and 5,625, respectively, of such shares are currently
exercisable.

(6) Assumes the exercise in full of options granted in April 1996, pursuant to
International's 1996 Nonemployee Director Stock Option Plan (the
"International Director Stock Option Plan"), to acquire 50,000 shares of
TINTA Series A Stock. Options to acquire 10,000 shares are currently
exercisable.

(7) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights in February 1997 to acquire 700,000
shares of TCI Group Series A Stock, 375,000 shares of Liberty Group Series
A Stock, and 600,000 shares of Ventures Group Series A Stock, none of which
options are exercisable until February 1998; (b) stock options granted in
tandem with stock appreciation rights by the Company in February 1997 to
acquire 50,000 shares of TINTA Series A Stock owned by the Company, none of
which options are exercisable until February 1998; and (c) stock options
granted in tandem with stock appreciation rights in July 1997 to acquire
1,050,000 shares of TCI Group Series A Stock, 750,000 shares of Liberty
Group Series A Stock, and 900,000 shares of Ventures Group Series A Stock,
none of which options are exercisable until July 1998. Also includes
174,534 shares of restricted TCI Group Series A Stock and 50,932 shares of
restricted Ventures Group Series A Stock. Such shares vest as to 50% in
July 2001 and as to the remaining 50% in July 2002.

(8) Includes 1,684,775 shares of TCI Group Series B Stock and 1,721,360 shares
of Ventures Group Series B Stock held by trusts to which Mr. Hindery is the
trustee and over which Dr. Malone has the power to vote such shares. Dr.
Malone also has a right of first refusal with respect to any proposed
transfer of such shares. Such right of first refusal may be exercised by
Dr. Malone either by the payment of cash or, subject to certain exceptions,
by the exchanging of shares of TCI Group Series A Stock for such TCI Group
Series B Stock or Ventures Group Series A Stock for such Ventures Group
Series B Stock. If not exercised by Dr. Malone, the right of first refusal
may be exercised by the Company.

(9) Assumes the exercise in full of the following: (a) stock options granted in
November 1994, pursuant to the Director Stock Option Plan, to purchase
50,000 shares of TCI Group Series A Stock and 28,125 shares of Liberty
Group Series A Stock, of which options to acquire 30,000 and 16,875,
respectively, of such shares are currently exercisable; (b) stock options
granted in tandem with stock appreciation rights in December 1995, to
acquire 350,000 shares of TCI Group Series A Stock, 281,250 shares of
Liberty Group Series A Stock and 300,000 shares of Ventures Group Series A
Stock, of which options to acquire 140,000, 112,500 and 120,000,
respectively, of such shares are currently exercisable; (c) stock options
granted in tandem with stock appreciation rights in July 1997 to acquire
1,050,000 shares of TCI Group Series A Stock, 843,750 shares of Liberty
Group Series A Stock and 900,000 shares of Ventures Group Series A Stock,
none of which options are exercisable until July 23, 1998; and (d) stock
options granted in tandem with stock appreciation rights in December 1997
to acquire 350,000 shares of TCI Group Series A Stock, 250,000 shares of
Liberty Group Series A Stock, and 300,000 shares of Ventures Group Series A
Stock, none of which options are exercisable until December 29, 1998. Also
includes

11
<PAGE> 15

163,620 shares of restricted TCI Group Series A Stock and 72,760 shares of
restricted Ventures Group Series A Stock. Such shares vest as to 50% in
July 2001 and as to the remaining 50% in July 2002.

(10) See note (7) to the table in "Security Ownership of Certain Beneficial
Owners."

(11) See notes (4), (8) and (9) to the table in "Security Ownership of Certain
Beneficial Owners."

(12) See notes (7) and (8) to the table in "Security Ownership of Certain
Beneficial Owners."

(13) See notes (8) and (9) to the table in "Security Ownership of Certain
Beneficial Owners."

(14) See note (8) to the table in "Security Ownership of Certain Beneficial
Owners."

(15) See note (2) to the table in "Security Ownership of Certain Beneficial
Owners."

(16) See notes (3), (4), (5) and (6) to the table in "Security Ownership of
Certain Beneficial Owners."

(17) See notes (2) and (3) to the table in "Security Ownership of Certain
Beneficial Owners."

(18) See notes (3), (4) and (6) to the table in "Security Ownership of Certain
Beneficial Owners."

(19) See notes (2), (3), (4), (5) and (6) to the table in "Security Ownership of
Certain Beneficial Owners."

(20) See note (3) to the table in "Security Ownership of Certain Beneficial
Owners."

(21) Mr. Robert Naify received notes, which are currently convertible into
15,712,848 shares of TCI Group Series A Stock, 12,626,395 shares of Liberty
Group Series A Stock, 13,468,156 shares of Ventures Group Series A Stock,
as partial consideration for the sale to the Company of the stock owned by
him in United Artists Communications, Inc. Mr. Naify is also a co-trustee,
along with Mr. Naify's brother, Marshall, and their sister, of a trust for
the benefit of Marshall Naify, which holds additional notes convertible
into 239,124 shares of TCI Group Series A Stock, 192,153 shares of Liberty
Group Series A Stock, and 204,964 shares of Ventures Group Series A Stock.
The number of shares indicated as held by Mr. Naify assumes the conversion
of these notes. Also, assumes the exercise in full of options granted in
November 1994, pursuant to the Director Stock Option Plan, to acquire
50,000 shares of TCI Group Series A Stock and 28,125 shares of Liberty
Group Series A Stock. Options to acquire 30,000 and 16,875, respectively,
of such shares are currently exercisable.

(22) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights in May 1995 to acquire 70,000 shares
of TCI Group Series A Stock, 30,000 shares of Liberty Group Series A Stock,
and 60,000 shares of Ventures Group Series A Stock, all of which options
are currently exercisable; and (b) stock options granted in December 1996,
pursuant to the Director Stock Option Plan, to acquire 50,000 shares of TCI
Group Series A Stock and 28,125 shares of Liberty Group Series A Stock, of
which options to acquire 10,000 and 5,625, respectively, of such shares are
currently exercisable.

(23) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights in November 1992 to acquire 56,250
shares of Liberty Group Series A Stock, all of which options are currently
exercisable; (b) stock options granted in tandem with stock appreciation
rights in October 1993 to acquire 56,250 shares of Liberty Group Series A
Stock, all of which options are currently exercisable; (c) stock options
granted in tandem with stock appreciation rights in November 1994 to
acquire 140,000 shares of TCI Group Series A Stock, 112,500 shares of
Liberty Group Series A Stock and 120,000 shares of Ventures Group Series A
Stock, of which options to acquire 84,000, 67,500 and 72,000, respectively,
of such shares are currently exercisable; (d) stock options granted in
tandem with stock appreciation rights in December 1995 to acquire 210,000
shares of TCI Group Series A Stock, 168,750 shares of Liberty Group Series
A Stock and 180,000 shares of Ventures Group Series A Stock, of which
options to acquire 84,000, 67,500 and 72,000, respectively, of such shares
are currently exercisable; and (e) stock options granted in tandem with
stock appreciation rights in July 1997 to acquire 241,500 shares of TCI
Group Series A Stock, 150,000 shares of Liberty Group Series A Stock and
207,000 shares of Ventures Group Series A Stock, none of which options are
exercisable until July 23, 1998. In addition, assumes the vesting in full
of 35,634 shares of restricted TCI Group Series A Stock, 22,500 shares of
restricted Liberty Group Series A Stock and 8,732 shares of restricted
Ventures Group Series A Stock granted in December 1995. Such shares vest as
to 50% in December 1999 and as to the remaining 50% in December 2000.

12
<PAGE> 16

(24) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights in December 1995 to acquire 50,000
shares of TINTA Series A Stock, of which options to acquire 20,000 of such
shares are currently exercisable; and (b) stock options granted in tandem
with stock appreciation rights in July 1997 to acquire 50,000 shares of
TINTA Series A Stock, none of which options are exercisable until July 23,
1998.

(25) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights in November 1992 to acquire 56,250
shares of Liberty Group Series A Stock and 60,000 shares of Ventures Group
Series A Stock, all of which options are currently exercisable; (b) stock
options granted in tandem with stock appreciation rights in October 1993 to
acquire 56,250 shares of Liberty Group Series A Stock and 60,000 shares of
Ventures Group Series A Stock, all of which options are currently
exercisable; (c) stock options granted in tandem with stock appreciation
rights in November 1994 to acquire 140,000 shares of TCI Group Series A
Stock, 112,500 shares of Liberty Group Series A Stock, and 120,000 shares
of Ventures Group Series A Stock, of which options to purchase 84,000,
67,500, and 72,000, respectively, of such shares are currently exercisable;
(d) stock options granted in tandem with stock appreciation rights in
December 1995 to acquire 210,000 shares of TCI Group Series A Stock,
168,750 shares of Liberty Group Series A Stock and 180,000 shares of
Ventures Group Series A Stock, of which options to purchase 84,000, 67,500,
and 72,000, respectively, of such shares are currently exercisable; (e)
stock options granted in tandem with stock appreciation rights in May 1997
to acquire 157,500 shares of TCI Group Series A Stock and 135,000 shares of
Ventures Group Series A Stock, none of which options are exercisable until
May 15, 1998; and (f) stock options granted in tandem with stock
appreciation rights in July 1997 to acquire 31,500 shares of TCI Group
Series A Stock and 27,000 shares of Ventures Group Series A Stock, none of
which options are exercisable until July 23, 1998. Additionally assumes the
vesting in full of 25,448 restricted shares of TCI Group Series A Stock,
22,500 restricted shares of Liberty Group Series A Stock, and 29,104
restricted shares of Ventures Group Series A Stock. Such shares vest as to
50% in December 1999 and as to the remaining 50% in December 2000.

(26) Assumes the exercise in full of the following: (a) stock options granted in
tandem with stock appreciation rights in November 1992 to acquire 56,250
shares of Liberty Group Series A Stock and 60,000 shares of Ventures Group
Series A Stock, all of which options are currently exercisable; (b) stock
options granted in tandem with stock appreciation rights in October 1993 to
acquire 70,000 shares of TCI Group Series A Stock, 56,250 shares of Liberty
Group Series A Stock and 60,000 shares of Ventures Group Series A Stock,
all of which options are currently exercisable; and (c) stock options
granted in tandem with stock appreciation rights in November 1994 to
acquire 140,000 shares of TCI Group Series A Stock, 112,500 shares of
Liberty Group Series A Stock and 120,000 shares of Ventures Group Series A
Stock, of which options to acquire 84,000, 67,500 and 72,000, respectively,
of such shares are currently exercisable.

(27) Assumes the exercise in full of stock options granted in tandem with stock
appreciation rights in December 1995 to acquire 400,000 shares of TINTA
Series A Stock. Options to acquire 160,000 of such shares of TINTA Series A
Stock are currently exercisable. Also assumes the vesting in full of 15,000
shares of restricted TINTA Series A Stock granted in December 1995. Such
shares vest as to 50% in December 1999 and as to the remaining 50% in
December 2000. In addition, assumes the vesting in full of 150,000 shares
of restricted TINTA Series A Stock granted in July 1997. Such shares vest
as to 50% in July 2001 and as to the remaining 50% in July 2002.

(28) Certain executive officers and directors of the Company hold options which
were granted in tandem with stock appreciation rights in November 1992 to
acquire: an aggregate of 791,500 shares of TCI Group Series A Stock,
843,749 shares of Liberty Group Series A Stock, and 804,000 shares of
Ventures Group Series A Stock. All of such options are currently
exercisable.

Additionally, certain executive officers hold stock options granted in
tandem with stock appreciation rights in October 1993 to acquire an
aggregate of 170,625 shares of TCI Group Series A Stock, 281,249 shares of
Liberty Group Series A Stock, and 206,250 shares of Ventures Group Series A
Stock. All of such options are currently exercisable.

13
<PAGE> 17

Also, certain executive officers and a director hold stock options which
were granted in tandem with stock appreciation rights in November 1994 to
acquire an aggregate of 700,000 shares of TCI Group Series A Stock, 562,500
shares of Liberty Group Series A Stock, and 600,000 shares of Ventures
Group Series A Stock. Options to acquire 420,000, 337,500, and 360,000,
respectively, of such shares are currently exercisable.

Additionally, certain executive officers and directors hold stock options
which were granted in tandem with stock appreciation rights in December
1995 to acquire an aggregate of 1,802,500 shares of TCI Group Series A
Stock, 2,306,250 shares of Liberty Group Series A Stock, and 1,545,000
shares of Ventures Group Series A Stock. Options to acquire 721,000,
922,500, and 618,000, respectively, of such shares are currently
exercisable.

Additionally, certain executive officers hold stock options which were
granted in tandem with stock appreciation rights in May 1997 to acquire an
aggregate of 315,000 shares of TCI Group Series A Stock and 270,000 shares
of Ventures Group Series A Stock. None of such options are exercisable
until May 15, 1998.

Additionally, certain executive officers and a director hold stock options
which were granted in tandem with stock appreciation rights in July 1997 to
acquire an aggregate of 1,613,500 shares of TCI Group Series A Stock,
1,550,001 shares of Liberty Group Series A Stock, and 1,383,000 shares of
Ventures Group Series A Stock. None of such options are exercisable until
July 23, 1998.

Additionally, an executive officer holds stock appreciation rights which
were granted in March 1991 to acquire an aggregate of 150,000 shares of TCI
Group Series A Stock, 150,000 shares of Liberty Group Series A Stock, and
130,000 shares of Ventures Group Series A Stock. All of such options are
currently exercisable.

Additionally, Mr. Kern holds stock options which were granted in tandem
with stock appreciation rights in July 1997 to acquire an aggregate of
1,050,000 shares of TCI Group Series A Stock, 843,750 shares of Liberty
Group Series A Stock, and 900,000 shares of Ventures Group Series A Stock.
None of such options are exercisable until July 23, 1998.

Additionally, Mr. Kern holds stock options which were granted in tandem
with stock appreciation rights in December 1997 to acquire an aggregate of
350,000 shares of TCI Group Series A Stock, 250,000 shares of Liberty Group
Series A Stock, and 300,000 shares of Ventures Group Series A Stock. None
of such options are exercisable until December 29, 1998.

Also, certain executive officers hold an aggregate of 95,257 restricted
shares of TCI Group Series A Stock, 45,000 restricted shares of Liberty
Group Series A Stock, and 69,486 restricted shares of Ventures Group Series
A Stock. Such shares vest as to 50% in December 1999 and as to the
remaining 50% in December 2000. Messrs. Hindery and Kern hold an aggregate
of 338,154 restricted shares of TCI Group Series A Stock and 123,692
restricted shares of Ventures Group Series A Stock. Such shares vest as to
50% in July 2001 and as to the remaining 50% in July 2002.

Mr. Hindery holds options to acquire 700,000 shares of TCI Group Series A
Stock, 375,000 shares of Liberty Group Series A Stock, and 600,000 shares
of Ventures Group Series A Stock as described in note 7 above. Mr. Sparkman
holds options to acquire 70,000 shares of TCI Group Series A Stock, 30,000
shares of Liberty Group Series A Stock, and 60,000 shares of Ventures Group
Series A Stock as described in note 22 above.

Pursuant to the Director Stock Option Plan, certain directors hold options
to purchase an aggregate of 170,000 shares of TCI Group Series A Stock and
an aggregate of 112,500 shares of Liberty Group Series A Stock. Options to
purchase an aggregate of 90,000 and 67,500, respectively, of such shares
are currently exercisable. Mr. Fisher holds an option to purchase 50,000
shares of TCI Group Series A Stock and 28,125 shares of Liberty Group
Series A Stock. Options to purchase 10,000 and 5,625, respectively, of such
shares are currently exercisable. Messrs. Gould and Sparkman hold options
to purchase an aggregate of 100,000 shares of TCI Group Series A Stock and
56,250 shares of Liberty Group Series A Stock. Options to purchase 20,000
and 11,250, respectively, of such shares are currently exercisable.

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<PAGE> 18

All of the aforementioned options with tandem stock appreciation rights,
options and restricted stock are reflected in this table assuming the
exercise or vesting in full of such securities.

(29) Dr. Malone holds a stock option which was granted in tandem with stock
appreciation rights in December 1997 to acquire 2,800,000 shares of
Ventures Group Series B Stock. Such grant is subject to stockholder
approval of the 1998 Incentive Plan Proposal. None of these options are
exercisable until December 16, 1998.

(30) Certain executive officers hold options which were granted in tandem with
stock appreciation rights in December 1995 to acquire an aggregate of
450,000 shares of TINTA Series A Stock. Options to acquire 180,000 shares
of TINTA Series A Stock are currently exercisable. Additionally, Mr. Vierra
holds 165,000 restricted shares of TINTA Series A Stock. None of the shares
are currently vested.

Additionally, one executive officer holds options granted in tandem with
stock appreciation rights in December 1995 by the Company to acquire 50,000
shares of TINTA Series A Stock owned by the Company. Options to acquire
20,000 shares of TINTA Series A Stock are currently exercisable. Pursuant
to the International Director Stock Option Plan, Messrs. Malone, Kern and
Gould hold options to purchase an aggregate of 150,000 shares of TINTA
Series A Stock. Options to acquire an aggregate of 30,000 shares of TINTA
Series A Stock are currently exercisable. Mr. Hindery holds an option
granted by the Company to acquire 50,000 shares of TINTA Series A Stock as
described in note 7 above. Mr. Brett holds an option granted in July 1997
to acquire 50,000 shares of TINTA Series A Stock as described in note 24
above.

No equity securities in any subsidiary of the Company, other than
directors' qualifying shares, are owned by any of the Company's executive
officers or directors, except for those shares of TINTA Series A Stock reflected
in the above table and except for the securities discussed below. The following
discussion sets forth ownership information as of April 1, 1998.

Mr. Kim Magness, a director of the Company, owns 31 shares of 12% Series C
Cumulative Compounding Preferred Stock ("WestMarc Preferred Stock") of WestMarc
Communications, Inc., a wholly owned subsidiary of the Company, and beneficially
owns 948 shares of WestMarc Preferred Stock held by the Estate of Bob Magness.
Dr. Malone, a director and an executive officer of the Company, owns, as trustee
for his children, 68 shares of WestMarc Preferred Stock. Mr. Larry Romrell, an
officer of the Company, owns 103 shares of WestMarc Preferred Stock and holds
options to purchase 1% of the Company's common equity in TCI.NET, Inc., a
subsidiary of the Company, and holds a stock appreciation right in TCI Internet
Services, Inc., a subsidiary of the Company ("TCI Internet"). See note 15 to
"CONCERNING MANAGEMENT -- Executive Compensation -- Summary Compensation Table
of the Company" for additional information about this award.

Additionally, the following executive officers and directors own options to
purchase shares of Class A Common Stock of United Video Satellite Group, Inc., a
subsidiary of the Company: (a) Mr. Bennett beneficially owns options to purchase
15,000 shares; (b) Mr. Fisher beneficially owns options to purchase 15,000
shares; (c) Mr. Gould beneficially owns options to purchase 15,000 shares; (d)
Mr. Hindery beneficially owns options to purchase 15,000 shares; (e) Mr. Howard
beneficially owns options to purchase 100,000 shares; (f) Mr. Romrell
beneficially owns options to purchase 15,000 shares; and (g) Mr. Sparkman
beneficially owns options to purchase 15,000 shares.

In addition, the following executive officers and directors beneficially
own shares in At Home Corporation, a subsidiary of the Company: (a) Mr. Jones
beneficially owns 1,000 shares of Series A Common Stock; (b) Mr. Kern
beneficially owns jointly with his son 25,000 shares of Series A Common Stock;
(c) Dr. Malone beneficially owns 23,000 shares of Series A Common Stock; (d) Mr.
Naify beneficially owns 15,134 shares of Series A Common Stock; and (e) Mr.
Romrell beneficially owns 10,000 shares of Series A Common Stock.

Additionally, the following executive officers and directors own options to
purchase shares of Series A Common Stock of TCI Music, Inc., a subsidiary of the
Company: (a) Mr. Bennett beneficially owns options to purchase 100,000 shares;
(b) Mr. Fisher beneficially owns options to purchase 833,334 shares; (c) Mr.
Hindery beneficially owns options to purchase 833,334 shares; and (d) Mr.
Sparkman beneficially

15
<PAGE> 19

owns options to purchase 100,000 shares. In addition, Mr. Sparkman beneficially
owns 37,500 shares of Series A Common Stock of TCI Music, Inc.

Mr. Howard beneficially owns as trustee for his children 364 shares of
Senior Cumulative Exchangeable Preferred Stock, Series A of TCI Pacific
Communications, Inc., a subsidiary of the Company.

CHANGE OF CONTROL

During 1997 and on February 9, 1998, the Company, the Malone Group, and the
Magness Group entered into various agreements which may be deemed to have
resulted in a change of control of the Company. See note 4 to "Security
Ownership of Certain Beneficial Owners," "CONCERNING MANAGEMENT -- Compensation
Committee Interlocks and Insider Participation in Compensation
Decisions -- Magness and Malone Transactions" and "CONCERNING
MANAGEMENT -- Certain Relationships and Related Transactions -- Transactions
with Management and Others" for additional information concerning these
agreements. Except as described above, the Company knows of no arrangements,
including any pledge by any person of securities of the Company, the operation
of which may at a subsequent date result in a change in control of the Company.

ELECTION OF DIRECTORS PROPOSAL

GENERAL

The persons named in the accompanying proxy will vote for the election of
three directors, with the term of office of each to continue until the annual
meeting of stockholders in the year 2001 or until his successor shall have been
duly elected and qualified, unless authority to vote is withheld. John W.
Gallivan, Paul A. Gould and Jerome H. Kern are the three nominees for election
as directors of the Company, and the Company is informed that these nominees are
willing to serve as directors. However, if any such nominee should decline or
shall become unable to serve as a director for any reason, votes will be cast
for a substitute nominee, if any, designated by the Board of Directors, or, if
none is so designated prior to the election, votes will be cast according to the
judgment in such matters of the person or persons voting the proxy. Messrs.
Gallivan, Gould and Kern are each incumbent directors.

The following lists the three nominees for election as directors of the
Company and the six directors of the Company whose term of office will continue
after the Annual Meeting, including the birth date of each person, the positions
with the Company or principal occupations of each person, certain other
directorships held and the year each person became a director of the Company.
The numbers of Voting Securities owned beneficially by each such person as of
December 31, 1997 are set forth in "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT."

NOMINEES FOR ELECTION AS DIRECTORS

JOHN W. GALLIVAN: Born June 28, 1915; director of the Company since June
1994. Mr. Gallivan served as the Chairman of the Board and a director of Kearns
from 1953 until the acquisition of Kearns by the Company on July 31, 1997. In
August 1997, Mr. Gallivan was appointed as a director of Kearns following Kearns
becoming a subsidiary of the Company. Mr. Gallivan served as a director of TCI
Communications, Inc., a subsidiary of the Company and predecessor company to the
Company ("TCIC"), from 1980 to August 1994, and has served as a director of TCIC
since January 1996. Mr. Gallivan is a director of the Silver King Mining
Company.

PAUL A. GOULD: Born September 27, 1945; director of the Company since
December 1996. Mr. Gould has been a Managing Director and an Executive Vice
President of Allen & Company Incorporated, an investment banking services
company, for more than the last five years. Mr. Gould has served as a director
of International since July 1995. Mr. Gould is a director of Ascent
Entertainment Group, Inc. and Sunburst Hospitality Corporation.

16
<PAGE> 20

JEROME H. KERN: Born June 1, 1937; director of the Company since June
1994. Mr. Kern is a consultant and has been Special Counsel with the law firm of
Baker & Botts, L.L.P. since July 1996 and was a senior partner with Baker &
Botts, L.L.P. from September 1992 to July 1996. Mr. Kern served as a director of
TCIC from December 1993 to August 1994, has served as a director of
International since May 1995, and has served as a director of TCI Pacific
Communications, Inc., a subsidiary of the Company ("TCI Pacific"), since
February 1998.

DIRECTORS WHOSE TERM EXPIRES IN 1999

LEO J. HINDERY, JR.: Born October 31, 1947; a director of the Company
since May 1997. Mr. Hindery has served as the President and Chief Operating
Officer of the Company since March 1997. Mr. Hindery has served as President and
Chief Executive Officer of TCIC since March 1997 and has served as President and
Chief Executive Officer of TCI Pacific since September 1997. Mr. Hindery has
served as a director of TCIC since March 1997, has served as a director of TCI
Pacific since September 1997, and has served as Chairman of the Board and a
director of TCI Music, Inc., a subsidiary of TCI ("TCI Music"), since January
1997. Mr. Hindery was appointed a director of International in April 1998. In
addition, Mr. Hindery is President, Chief Executive Officer and/or a director of
many of the Company's subsidiaries. Mr. Hindery was previously founder, Managing
General Partner and Chief Executive Officer of InterMedia Partners, a cable TV
operator, and its affiliated entities from 1988 to March 1997. Mr. Hindery is a
director of United Video Satellite Group, Inc. ("UVSG") and At Home Corporation,
both of which are consolidated subsidiaries of TCI. Mr. Hindery is also a
director of TCI Satellite Entertainment, Inc. ("Satellite") and Cablevision
Systems Corporation ("CSC").

JOHN C. MALONE: Born March 7, 1941; director of the Company since June
1994. Dr. Malone has served as Chairman of the Board of TCI since November 1996.
Dr. Malone has served as Chief Executive Officer of TCI since January 1994;
President of TCI from January 1994 through March 1997; Chief Executive Officer
of TCIC from March 1992 to October 1994; and President of TCIC from 1973 to
October 1994. Dr. Malone has served as a director of TCIC since 1973. Dr. Malone
has served as Chairman of the Board and a director of International since May
1995 and has served as a director of TCI Pacific since July 1996. In addition,
Dr. Malone is President and a director of many of the Company's subsidiaries.
Dr. Malone is a director of BET Holdings, Inc., The Bank of New York, At Home
Corporation, Satellite, CSC, and Lenfest Communications, Inc.

ROBERT A. NAIFY: Born February 17, 1922; director of the Company since
June 1994. Mr. Naify is Co-Chairman and a director of The Todd-AO Corporation, a
provider of services to the motion picture industry. Mr. Naify served as a TCIC
director from June 1987 to August 1994.

DIRECTORS WHOSE TERM EXPIRES IN 2000

DONNE F. FISHER: Born May 24, 1938; director of the Company since June
1994. Mr. Fisher was an Executive Vice President of the Company from January
1994 through January 1, 1996. On January 1, 1996, Mr. Fisher resigned his
position as Executive Vice President of the Company and has been providing
consulting services to the Company since January 1996. Mr. Fisher served as an
Executive Vice President of TCIC from December 1991 to October 1994. Mr. Fisher
has served as a TCIC director since 1980, has served as a director of TCI
Pacific since July 1996, and has served as a director of TCI Music since January
1997. Mr. Fisher is a director of General Communication, Inc.

KIM MAGNESS: Born May 17, 1952; director of the Company since June 1994.
Mr. Magness manages numerous personal and business investments, and is Chairman
and President of a company developing liners for irrigation canals. Mr. Magness
served as a director of TCIC from 1985 to August 1994 and from January 1996 to
October 1997. See "CONCERNING MANAGEMENT -- Compensation Committee Interlocks
and Insider Participation in Compensation Decisions -- Magness and Malone
Transactions" for additional information concerning certain arrangements between
Dr. Malone and Mr. Magness relating to Mr. Magness' directorship.

17
<PAGE> 21

J C SPARKMAN: Born September 12, 1932; a director of the Company since
December 1996. Mr. Sparkman served as an Executive Vice President of the Company
from January 1994 to March 1995. Mr. Sparkman retired in March 1995 and has
provided consulting services to the Company since March 1995. Mr. Sparkman
served as an Executive Vice President of TCIC from 1987 to October 1994. Mr.
Sparkman is a director of Shaw Communications, Inc. and TCI Music.

VOTES REQUIRED FOR APPROVAL

THE ELECTION OF DIRECTORS PROPOSAL MUST BE APPROVED BY A PLURALITY OF THE
VOTES CAST WITH RESPECT TO THE SHARES OF THE TCI GROUP COMMON STOCK, THE LIBERTY
MEDIA GROUP COMMON STOCK, THE VENTURES GROUP COMMON STOCK, THE CLASS B PREFERRED
STOCK, THE SERIES C PREFERRED STOCK, THE SERIES G PREFERRED STOCK AND THE SERIES
H PREFERRED STOCK, REPRESENTED IN PERSON OR BY PROXY AND ENTITLED TO VOTE AT THE
ANNUAL MEETING, VOTING AS A SINGLE CLASS.

CONCERNING MANAGEMENT

EXECUTIVE OFFICERS

The following lists the executive officers of the Company, other than the
directors listed above, their birth dates, a description of their business
experience and positions held with the Company as of April 20, 1998. All
officers are appointed for an indefinite term, serving at the pleasure of the
Board of Directors.

<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Robert R. Bennett......................... Has served as an Executive Vice President of the
Born April 19, 1958 Company since April 1997. Mr. Bennett has served as
President and Chief Executive Officer of Liberty Media
Corporation, a subsidiary of the Company ("Liberty"),
since April 1997. From June 1995 through March 1997,
Mr. Bennett was an Executive Vice President and the
Chief Financial Officer, Secretary and Treasurer of
Liberty. Mr. Bennett served as Senior Vice President
of Liberty from September 1991 to June 1995.
Gary K. Bracken........................... Has served as the Controller of TCIC since 1969. Mr.
Born July 29, 1939 Bracken has served as an Executive Vice President of
TCIC since December 1997 and has served as a Senior
Vice President of TCIC from December 1991 to December
1997. Mr. Bracken has been a Senior Vice President of
TCI Pacific since July 1996.
Stephen M. Brett.......................... Has served as an Executive Vice President, the General
Born September 20, 1940 Counsel, and the Secretary of the Company since
January 1994. Mr. Brett has served as an Executive
Vice President of TCIC since October 1997, served as a
Senior Vice President of TCIC from 1991 to October
1997, and has served as General Counsel of TCIC since
1991. Mr. Brett is a Vice President and Secretary of
most of the Company's subsidiaries.
</TABLE>

18
<PAGE> 22

<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Gary S. Howard............................ Has served as an Executive Vice President of the
Born February 22, 1951 Company since December 1997. Mr. Howard has served as
President and Chief Executive Officer of TCI Ventures
Group, LLC, a subsidiary of the Company ("Ventures
LLC"), since December 1997. Mr. Howard has served as
Chief Executive Officer of Satellite, a distributor of
satellite-based television services, since December
1996 and also served as President of Satellite from
February 1995 to August 1997. Since June 1997, Mr.
Howard also has served as Chairman of the Board and
Chief Executive Officer of UVSG. Mr. Howard served as
President of UVSG from June 1997 to September 1997, a
Senior Vice President of TCIC from October 1994 to
December 1996 and as a Vice President of TCIC from
December 1991 to October 1994.
Marvin L. Jones........................... Has served as an Executive Vice President of the
Born September 11, 1937 Company since April 1998. Mr. Jones has served as an
Executive Vice President and the Chief Operating
Officer of TCIC since March 1997. Mr. Jones was
appointed a director of TCIC in October 1997. From
November 1996 to March 1997, Mr. Jones served as the
President of one of TCIC's three cable units.
Previously, Mr. Jones was a consultant in the cable
television industry from 1991 to November 1996. Mr.
Jones serves as a Vice President or the President of
various TCI subsidiaries.
Larry E. Romrell.......................... Has served as an Executive Vice President of the
Born December 30, 1939 Company since January 1994. Mr. Romrell has served as
the Executive Vice President and Chief Executive
Officer of TCI Business Alliance and Technology Co.,
Inc., a subsidiary of the Company, a Senior Vice
President of Ventures LLC since December 1997, and the
President of TCI Technology Ventures, Inc., a
subsidiary of the Company, from September 1994 to
October 1997. Mr. Romrell served as a Senior Vice
President of TCIC from 1991 to October 1994.
Bernard W. Schotters, II.................. Has served as a Senior Vice President and the
Born November 25, 1944 Treasurer of the Company since October 1997. Mr.
Schotters has served as an Executive Vice President of
TCIC since December 1997 and served as the Senior Vice
President -- Finance of TCIC from December 1991 to
December 1997. Mr. Schotters has served as the
Treasurer of TCIC since December 1991. Mr. Schotters
is a Vice President and the Treasurer of most of the
Company's subsidiaries.
</TABLE>

Effective January 1, 1998, Mr. Fred Vierra resigned as an Executive Vice
President of TCI and became a consultant to TCI.

There are no family relations, of first cousin or closer, among the
Company's directors or executive officers, by blood, marriage or adoption.

During the past five years, none of the above persons have had any
involvement in such legal proceedings as would be material to an evaluation of
his ability or integrity.

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<PAGE> 23

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission ("SEC"). Officers, directors and greater
than ten-percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such Section 16(a) forms filed on
Forms 3, 4 and 5, and amendments thereto furnished to the Company with respect
to its most recent fiscal year, the Company believes that, during the year ended
December 31, 1997, its executive officers, directors and greater-than-ten-
percent beneficial owners complied on a timely basis with all Section 16(a)
filing requirements, except that one report, covering one transaction, was filed
late by Mr. Paul Gould, a director of the Company, and one report, covering four
transactions, was filed late by Mr. Gary Bracken, an officer of the Company.

EXECUTIVE COMPENSATION

Background of Stock Adjustments. On August 3, 1995, the Company amended
its Restated Certificate of Incorporation to, among other things: (a)
redesignate its then outstanding TCI Class A Common Stock as the TCI Group
Series A Stock and redesignate its then outstanding TCI Class B Common Stock as
the TCI Group Series B Stock; and (b) authorize the Liberty Group Series A Stock
and the Liberty Group Series B Stock as two additional series of TCI common
stock. Thereafter, TCI distributed to the holders of TCI common stock one-fourth
of a share of the corresponding series of Liberty Media Group common stock in
respect of each share of TCI Group common stock held of record as of August 4,
1995, the record date for such distribution (the "Liberty Stock Distribution").
Certain of the stock options with tandem stock appreciation rights relative to
TCI Group Series A Stock and Liberty Group Series A Stock indicated in the
following tables were granted prior to the foregoing redesignation and Liberty
Stock Distribution. Options to purchase TCI Class A Common Stock outstanding at
the time of the Liberty Stock Distribution were adjusted by issuing to the
holders of such options separate options to purchase that number of shares of
Liberty Group Series A Stock which the holder would have been entitled to
receive had the holder exercised such option to purchase TCI Class A Common
Stock prior to the record date for the Liberty Stock Distribution and
reallocating a portion of the aggregate exercise price of the previously
outstanding options to the newly issued options to purchase Liberty Group Series
A Stock. Similar adjustments were made to the tandem stock appreciation rights.

On December 4, 1996, the Company distributed (the "Satellite Distribution")
to the holders of shares of TCI Group Series A Stock and TCI Group Series B
Stock all of the issued and outstanding common stock of Satellite. Prior to
December 4, 1996, certain directors, officers and employees of TCI and its
subsidiaries were granted options to purchase shares of TCI Group Series A Stock
("TCI Options") and stock appreciation rights with respect to shares of TCI
Group Series A Stock ("TCI SARs"). The TCI Options and the TCI SARs have been
granted pursuant to various stock incentive plans of the Company (the "TCI
Plans"). The TCI Plans give the Board of Directors of the Company the authority
to make equitable adjustments to outstanding TCI Options and TCI SARs in the
event of certain types of transactions, including transactions such as the
Satellite Distribution.

The Board of Directors determined that, immediately prior to the Satellite
Distribution, each TCI Option would be divided into two separately exercisable
options: (a) an option to purchase TCI Satellite Entertainment, Inc. Series A
Common Stock ("SATCo Option"), exercisable for the number of shares of TCI
Satellite Entertainment, Inc. Series A Common Stock ("SATCo Series A Stock")
that would have been issued in the Satellite Distribution in respect of the
shares of TCI Group Series A Stock subject to the applicable TCI Option, if such
TCI Option had been exercised in full immediately prior to the record date of
the Satellite Distribution, and containing substantially equivalent terms as the
existing TCI Option; and (b) an option to purchase TCI Group Series A Stock (a
"TCI Group Series A Option"), exercisable for the same number of shares of TCI
Group Series A Stock as the corresponding TCI Option had been. The aggregate
exercise price of each TCI Option was allocated between the SATCo Option and the
TCI Group

20
<PAGE> 24

Series A Option into which it was divided, and all other terms, including date
of grant, of the SATCo Option and TCI Group Series A Option are in all material
respects the same as the terms of such TCI Option. Similar adjustments were made
to the outstanding TCI SARs, resulting in the holders thereof holding TCI Group
Series A SARs and SATCo SARs instead of TCI SARs, and to outstanding restricted
stock awards, resulting in the holders thereof holding restricted shares of
SATCo Series A Stock in addition to restricted shares of TCI Group Series A
Stock. The foregoing adjustments were made pursuant to the anti-dilution
provisions of the TCI Plans pursuant to which the respective TCI Options and TCI
SARs were granted.

Prior to the Satellite Distribution, the Company and Satellite entered into
an agreement to sell to each other from time to time at the then current market
price shares of TCI Group Series A Stock and SATCo Series A Stock, respectively,
as necessary to satisfy their respective obligations under the plans.

Effective January 14, 1997, the Company issued a stock dividend to holders
of Liberty Group Series A Stock and Liberty Group Series B Stock consisting of
one share of Liberty Group Series A Stock for every two shares of Liberty Group
Series A Stock owned and one share of Liberty Group Series A Stock for every two
shares of Liberty Group Series B Stock owned (the "1997 Liberty Group Stock
Dividend"). As a result of the 1997 Liberty Group Stock Dividend, the number of
shares underlying options granted in tandem with stock appreciation rights to
purchase Liberty Group Series A Stock and the exercise prices of such options in
tandem with stock appreciation rights have been adjusted.

On September 10, 1997, the Company concluded an exchange offer with its
stockholders (the "Exchange Offer") whereby the Company created two new series
of tracking stocks, the Ventures Group Series A Stock and the Ventures Group
Series B Stock. Pursuant to the Exchange Offer, the Company offered to exchange:
(a) shares of Ventures Group Series A Stock for TCI Group Series A Stock; and
(b) shares of Ventures Group Series B Stock for TCI Group Series B Stock.

As stated above, the TCI Plans give the Company's Board of Directors the
authority to make equitable adjustments to outstanding TCI Options and TCI SARs
in the event of certain types of transactions, of which the Exchange Offer was
one. The Compensation Committee of the Board of Directors elected to adjust the
TCI Group Series A Options and TCI Group Series A SARs to reflect the expected
shift of attributed value from the TCI Group Common Stock to the newly created
Ventures Group Common Stock. As a result, the TCI Group Series A Options
outstanding immediately prior to the Exchange Offer have been canceled and
reissued as two separately exercisable options: (a) with 70% of the shares of
TCI Group Series A Stock underlying the TCI Group Series A Options allocated to
an option to purchase TCI Group Series A Stock; and (b) with 30% of the shares
of TCI Group Series A Stock underlying the TCI Group Series A Options allocated
to an option to purchase Ventures Group Series A Stock. The terms of these
adjusted options, including the exercise price and the date of grant, are in all
material respects the same as the terms of the TCI Group Series A Options. The
Board of Directors made corresponding adjustments to outstanding TCI Group
Series A SARs.

Effective February 6, 1998, the Company issued the 1998 Stock Dividends. As
a result of the 1998 Stock Dividends, the number of shares underlying the
options granted in tandem with stock appreciation rights to purchase Liberty
Group Series A Stock, Ventures Group Series A Stock, and Ventures Group Series B
Stock, respectively, and the respective exercise prices of such options in
tandem with stock appreciation rights have been adjusted.

Summary Compensation Table of the Company. The following table shows, for
each of the years in the three-year period ended December 31, 1997, all forms of
compensation for the Chief Executive Officer and

21
<PAGE> 25

each of the four most highly compensated executive officers of the Company,
whose total annual salary and bonus exceeded $100,000 for the year ended
December 31, 1997:

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
-------------------------
ANNUAL COMPENSATION SECURITIES
-------------------------- RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL COMPENSATION AWARD(S) SARS COMPENSATION
POSITION YEAR SALARY($) ($) ($) (#)(1) ($)
- ------------------ ---- --------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
John C. Malone 1997 $819,346 $ 3,318(3) -- 2,800,000(4) $15,000(7)
Chairman of the 1996 $900,000 $ 4,496(3) -- 50,000(5) $17,500(7)(8)
Board and Chief 1995 $850,000(2) $ 3,758(3) -- 1,962,500(6) $17,500(7)(8)
Executive Officer
Leo J. Hindery, Jr. 1997 $617,961(9) $92,727(10) $3,162,500(11) 4,425,000(4) $34,462(12)
President and 1996 -- -- -- -- --
Chief Operating 1995 -- -- -- -- --
Officer
Stephen M. Brett 1997 $482,250 $ 2,796(3) -- 648,500(4) $15,000(7)
Executive Vice 1996 $450,000 $ 4,239(3) -- -- $15,000(7)
President 1995 $364,000 $ 3,362(3) $1,087,500(13) 638,750(6)(19) $15,000(7)
Larry E. Romrell 1997 $549,615 $ 2,782(3) -- 351,000(4) $15,000(7)
Executive Vice 1996 $500,000 $ 4,910(3) -- 664,096(15) $15,000(7)
President 1995 $408,654 $ 3,788(3) $1,087,500(14) 588,750(6) $15,000(7)
Fred A. Vierra 1997 $666,346(16) $ 2,812(3) $2,193,750(17) -- $15,000(7)
Executive Vice 1996 $650,000(16) $ 4,231(3) -- -- $15,000(7)
President 1995 $650,000(16) $ 3,207(3) $ 380,625(18) 400,000(19) $15,000(7)
</TABLE>

- ---------------

(1) Adjusted to reflect the effect of the Liberty Stock Distribution, the
Satellite Distribution, the 1997 Liberty Group Stock Dividend, the Exchange
Offer, and the 1998 Stock Dividends.

(2) Includes deferred compensation of $320,000 in 1995.

(3) Consists of amounts reimbursed during the year indicated for the payment of
taxes.

(4) For additional information concerning this award, please refer to the
"Option/SAR Grants Table of the Company" set forth below.

(5) On April 11, 1996, Dr. Malone (along with three other International
non-employee directors) was granted, pursuant to the International Director
Stock Option Plan, options to acquire 50,000 shares of TINTA Series A
Stock. Such grants of options were made at an exercise price of $16.00 per
share. Such options vest evenly over five years, first became exercisable
on April 11, 1997, and expire on April 11, 2006.

(6) On December 13, 1995, pursuant to the Tele-Communications, Inc. 1996
Incentive Plan (the "1996 Plan"), certain executive officers of TCI were
granted options in tandem with stock appreciation rights to acquire an
aggregate of 1,400,000 shares of TCI Group Series A Stock, options in
tandem with stock appreciation rights to acquire an aggregate of 2,475,000
shares of Liberty Group Series A Stock, options in tandem with stock
appreciation rights to acquire an aggregate of 1,200,000 shares of Ventures
Group Series A Stock, and options in tandem with stock appreciation rights
to acquire an aggregate of 200,000 shares of SATCo Series A Stock at
adjusted purchase prices of $14.62, $10.66, $7.31, and $23.76 per share,
respectively. Each such grant of options with tandem stock appreciation
rights vests evenly over five years with such vesting period having begun
on August 4, 1995. Such grants expire on August 4, 2005.

On December 13, 1995, pursuant to the Tele-Communications, Inc. 1994 Stock
Incentive Plan (the "1994 Plan") certain executive officers were granted
options in tandem with stock appreciation rights to acquire an aggregate of
1,855,000 shares of TCI Group Series A Stock, options in tandem with stock
appreciation rights to acquire an aggregate of 1,518,750 shares of Liberty
Group Series A Stock, options in tandem with stock appreciation rights to
acquire an aggregate of 1,590,000 shares of Ventures Group Series A Stock,
and options in tandem with stock appreciation rights to acquire an
aggregate of 265,000

22
<PAGE> 26

shares of SATCo Series A Stock at adjusted purchase prices of $14.62,
$10.66, $7.31 and $23.76 per share, respectively. On December 13, 1995,
pursuant to the Tele-Communications, Inc. 1995 Employee Stock Incentive
Plan (the "1995 Plan"), certain key employees were granted options in
tandem with stock appreciation rights to acquire an aggregate of 1,930,250
shares of TCI Group Series A Stock, options in tandem with stock
appreciation rights to acquire an aggregate of 981,000 shares of Liberty
Group Series A Stock, options in tandem with stock appreciation rights to
acquire an aggregate of 1,654,500 shares of Ventures Group Series A Stock,
and options in tandem with stock appreciation rights to acquire an
aggregate of 275,750 shares of SATCo Series A Stock at adjusted purchase
prices of $14.62, $10.66, $7.31 and $23.76 per share, respectively. Each
such grant under the 1994 Plan and the 1995 Plan of options with tandem
stock appreciation rights vests evenly over five years with such vesting
period having begun on August 4, 1995. Such options with tandem stock
appreciation rights expire on August 4, 2005.

Notwithstanding the vesting schedule as set forth in the option agreement,
the option shares and stock appreciation rights shall immediately vest and
become exercisable if grantee's employment with the Company: (a) shall
terminate by reason of: (i) termination by the Company without cause; (ii)
termination by the grantee for good reason (as defined in the agreement);
or (iii) disability; (b) shall terminate pursuant to the provisions of a
written employment agreement, if any, between the grantee and the Company
which expressly permits the grantee to terminate such employment upon the
occurrence of certain specified events; or (c) shall terminate if grantee
dies while employed by the Company. Further, the option shares and stock
appreciation rights will immediately vest and become exercisable in the
event of an Approved Transaction, Board Change, or Control Purchase (each
as defined in the applicable TCI Plan), unless in the case of an Approved
Transaction, the Compensation Committee under the circumstances specified
in the applicable TCI Plan determines otherwise.

(7) Amounts represent contributions to the TCI Stock Plan. The TCI Stock Plan
provides benefits upon an employee's retirement which normally is when the
employee reaches 65 years of age. TCI Stock Plan participants may
contribute up to 10% of their compensation and the Company (by annual
resolution of the Board of Directors) may contribute up to a matching 100%
of the participants' contributions. Participant contributions to the TCI
Stock Plan are fully vested upon contribution.

Generally, participants acquire a vested right in the Company contributions
as follows:

<TABLE>
<CAPTION>
VESTING
YEARS OF SERVICE PERCENTAGE
---------------- ----------
<S> <C>
Less than 1.......................................... 0%
1-2.................................................. 33%
2-3.................................................. 66%
3 or more............................................ 100%
</TABLE>

With respect to the Company contributions made to the TCI Stock Plan in
1997, 1996 and 1995, Messrs. Malone, Brett, Romrell and Vierra are fully
vested. The TCI Stock Plan also includes a salary deferral feature in
respect of employee contributions. Forfeitures (due to participants'
withdrawal prior to full vesting) are used to reduce the Company's
otherwise determined contributions.

Directors who are not employees of the Company are ineligible to
participate in the TCI Stock Plan. Under the terms of the TCI Stock Plan,
employees are eligible to participate after three months of service.
Although the Company has not expressed an intent to terminate the TCI Stock
Plan, it may do so at any time. The TCI Stock Plan provides for full
immediate vesting of all participants' rights upon termination of the TCI
Stock Plan.

(8) Includes fees paid to directors for attendance at each meeting of the Board
of Directors at the rate of $500 per meeting. During each of the years
ending December 31, 1996 and 1995, a total of $2,500 of such fees,
respectively, were paid to Dr. Malone. Dr. Malone waived his right to
receive such fees in 1997.

(9) Mr. Hindery commenced his employment with the Company as of March 1997.
Accordingly, the 1997 salary information included in the table represents
only ten months of employment during 1997.

23
<PAGE> 27

(10) Includes a housing allowance of $43,853 paid to Mr. Hindery in 1997.

(11) On July 23, 1997, pursuant to the 1996 Plan, the Company granted Mr.
Hindery 174,534 restricted shares of TCI Group Series A Stock and 50,932
restricted shares of Ventures Group Series A Stock, which vest as to 50% of
such shares in July 2001 and as to the remaining 50% in July 2002. At the
end of 1997, the restricted shares of TCI Group Series A Stock had an
aggregate value of $4,876,044, based upon the closing sales price per share
of the TCI Group Series A Stock on Nasdaq on December 31, 1997. At the end
of 1997, the restricted shares of Ventures Group Series A Stock had an
aggregate value of $721,006, based upon the closing sales price per share
of the Ventures Group Series A Stock on Nasdaq on December 31, 1997. TCI
has not paid cash dividends on its TCI Group Series A Stock or on its
Ventures Group Series A Stock and does not anticipate declaring and paying
cash dividends on such securities at any time in the foreseeable future.
For additional information concerning the 1996 Plan, please refer to note 6
above.

(12) Includes $34,462 received as consulting fees prior to the commencement of
Mr. Hindery's employment in March 1997.

(13) On December 13, 1995, pursuant to the 1994 Plan, Mr. Brett was granted
35,634 restricted shares of TCI Group Series A Stock, 8,732 restricted
shares of Ventures Group Series A Stock, 22,500 restricted shares of
Liberty Group Series A Stock, and 4,000 restricted shares of SATCo Series A
Stock. Such restricted shares vest as to 50% of such shares on December 13,
1999 and as to the remaining 50% of such shares on December 13, 2000. The
value of such restricted stock award was $1,690,387 at the end of 1997
based upon the respective closing prices of TCI Group Series A Stock,
Ventures Group Series A Stock, Liberty Group Series A Stock and SATCo
Series A Stock on December 31, 1997. TCI has not paid cash dividends on any
of the aforementioned TCI securities and does not anticipate declaring and
paying cash dividends on such securities at any time in the foreseeable
future. For additional information concerning the 1994 Plan, please refer
to note 6 above.

(14) On December 13, 1995, pursuant to the 1994 Plan, Mr. Romrell was granted
25,448 restricted shares of TCI Group Series A Stock, 29,104 restricted
shares of Ventures Group Series A Stock, 22,500 restricted shares of
Liberty Group Series A Stock, and 4,000 restricted shares of SATCo Series A
Stock. Such restricted shares vest as to 50% of such shares on December 13,
1999 and as to the remaining 50% of such shares on December 13, 2000. The
value of such restricted stock award was $1,694,208 at the end of 1997
based upon the respective closing prices of TCI Group Series A Stock,
Ventures Group Series A Stock, Liberty Group Series A Stock and SATCo
Series A Stock on December 31, 1997. TCI has not paid cash dividends on any
of the aforementioned TCI securities and does not anticipate declaring and
paying cash dividends on such securities at any time in the foreseeable
future. For additional information concerning the 1994 Plan, please refer
to note 6 above.

(15) Effective December 1, 1996, Mr. Romrell and an officer of TCIC and a former
officer of TCI were each granted options ("Internet Options") to acquire
1.0% of TCI's common equity in TCI Internet. The aggregate exercise price
for each such Internet Option, which is payable to TCI Internet, is equal
to 1.0% of TCI's cumulative investment in TCI Internet and its subsidiaries
as of December 1, 1996, adjusted for a 6% per annum interest factor from
the date each such investment was made to the date of such exercise. All of
such options will vest and become exercisable in five equal annual
installments, with the first annual installment having vested on February
1, 1997. The Internet Options will expire on February 1, 2006. In
anticipation of the transfer to TCI.NET of the internet services
distribution business conducted through subsidiaries of TCI Internet, each
such Internet Option was replaced during 1997 with an option to acquire a
number of shares equal to 1.0% of TCI's common equity in TCI.NET at
December 1, 1996 (the "TCI.NET Option") and a stock appreciation right with
respect to a number of shares equal to 1.0% of TCI's common equity in TCI
Internet at December 1, 1996 (the "Internet SAR"). The material terms of
the option to acquire shares of TCI.NET are the same as those of the
Internet Option, except that the exercise price, which will be payable to
TCI.NET, is an allocated portion of the current exercise price under the
Internet Option based on TCI's cumulative investment in the internet
services distribution business relative to the balance of its cumulative
investment in TCI Internet at December 1, 1996. The stock appreciation
right entitles the holder to the excess of the

24
<PAGE> 28

value of the shares subject to the stock appreciation right (based on the
percentage that such shares represent of the total value of the common
equity of TCI Internet as of the exercise date) over 1% of TCI's cumulative
investment in TCI Internet at December 1, 1996, plus a 6% per annum
interest factor from the date when each such investment was made to the
date of exercise. Amounts payable upon exercise of the stock appreciation
right may be paid in cash or, at TCI's election, TCI Group Series A Stock,
Ventures Group Series A Stock or common stock of TCI Internet (if then
publicly traded), or any combination of the foregoing, subject to certain
conditions. Any exercise by the holder of all or part of the TCI.NET Option
must be accompanied by the exercise by such holder of a pro rata portion of
the TCI Internet stock appreciation right, and vice versa.

On December 4, 1996, Mr. Romrell was granted an option (along with two
other officers) to purchase 664,076 shares of SATCo Series A Stock
representing 1.0% of the number of shares of Satellite common stock issued
and outstanding on the date of the Satellite Distribution, determined
immediately after giving effect to the Satellite Distribution, but before
giving effect to the exercise of such option or certain other options. The
exercise price for each such option is equal to $8.86 per share,
representing in the aggregate 1.0% of TCI's net investment in Satellite as
of the date of the Satellite Distribution, but excluding any portion of
TCI's net investment that as of such date was represented by a promissory
note or other evidence of indebtedness from Satellite to TCI. All of such
options will vest and become exercisable in five equal annual installments,
with the first annual installment having vested on February 1, 1997. Such
options will expire on February 1, 2006.

(16) Includes deferred compensation of $250,000 in each of the years indicated.

(17) International has a 1995 Stock Incentive Plan (the "International Plan").
Pursuant to the International Plan, on July 23, 1997, International granted
Mr. Vierra 150,000 restricted shares of TINTA Series A Stock, which vest as
to 50% of such shares in July 2001 and as to the remaining 50% in July
2002. At the end of 1997, these restricted shares had a value of
$2,700,000, based upon the closing sales price per share of the TINTA
Series A Stock on Nasdaq on December 31, 1997. International has not paid
cash dividends on its TINTA Series A Stock and does not anticipate
declaring and paying cash dividends on the TINTA Series A Stock at any time
in the foreseeable future. For additional information concerning the
International Plan, please refer to the "Option/SAR Grants Table of the
Company" set forth below.

(18) On December 13, 1995, pursuant to the International Plan, Mr. Vierra was
granted 15,000 restricted shares of TINTA Series A Stock. Such restricted
shares vest as to 50% of such shares on December 13, 1999 and as to the
remaining 50% of such shares on December 13, 2000. The value of such
restricted stock award was $270,000 at the end of 1997 based upon the
closing price of TINTA Series A Stock on December 31, 1997. International
has not paid cash dividends on TINTA Series A Stock and does not anticipate
declaring and paying cash dividends on the TINTA Series A Stock at any time
in the foreseeable future.

(19) On December 13, 1995, pursuant to the International Plan, Mr. Vierra was
granted options and stock appreciation rights to acquire 400,000 shares of
TINTA Series A Stock and Mr. Brett was granted options and stock
appreciation rights to acquire 50,000 shares of TINTA Series A Stock.

25
<PAGE> 29

Option/SAR Grants Table of the Company. The following table shows all
individual grants of stock options and stock appreciation rights ("SARs") to
each of the named executive officers of the Company during the year ended
December 31, 1997:
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE MARKET PRICE ON EXPIRATION
NAME & SECURITY GRANTED GRANTED(#)(1) FISCAL YEAR PRICE($/SH)(1) GRANT DATE($/SH)(1) DATE
- ----------------------- ------------- ------------ ---------------- -------------------- -----------------
<S> <C> <C> <C> <C> <C>
John C. Malone
Ventures Group Series B
Stock.................. 2,800,000(2) 100% $10.37 $13.06(3) December 16, 2007
Leo J. Hindery, Jr.
TCI Group Series A
Stock.................. 700,000(5) 10% $13.75 $13.88(6) February 7, 2007
Ventures Group Series A
Stock.................. 600,000(5) 9% $ 6.87 $ --(8) February 7, 2007
Liberty Group Series A
Stock.................. 375,000(5) 15% $13.04 $12.75(6) February 7, 2007
TINTA Series A Stock..... 50,000(9) 4% $16.00 $14.25(6) February 7, 2007
TCI Group Series A
Stock.................. 1,050,000(11) 15% $15.68 $15.81(12) July 23, 2007
Ventures Group Series A
Stock.................. 900,000(11) 14% $ 7.84 $ --(8) July 23, 2007
Liberty Group Series A
Stock.................. 750,000(11) 31% $16.75 $17.25(12) July 23, 2007
Stephen M. Brett
TCI Group Series A
Stock.................. 241,500(11) 3% $15.68 $15.81(12) July 23, 2007
Ventures Group Series A
Stock.................. 207,000(11) 3% $ 7.84 $ --(8) July 23, 2007
Liberty Group Series A
Stock.................. 150,000(11) 6% $16.75 $17.25(12) July 23, 2007
TINTA Series A Stock..... 50,000(11) 4% $14.63 $14.63(12) July 23, 2007
Larry E. Romrell
TCI Group Series A
Stock.................. 31,500(11) * $15.68 $15.81(12) July 23, 2007
Ventures Group Series A
Stock.................. 27,000(11) * $ 7.84 $ --(8) July 23, 2007
TCI Group Series A
Stock.................. 157,500(15) 2% $14.00 $14.38(16) May 15, 2007
Ventures Group Series A
Stock.................. 135,000(15) 2% $ 7.00 $ --(8) May 15, 2007

GRANT DATE
PRESENT VALUE
NAME & SECURITY GRANTED ($)
- ----------------------- -------------
<S> <C>
John C. Malone
Ventures Group Series B
Stock.................. $24,542,000(4)
Leo J. Hindery, Jr.
TCI Group Series A
Stock.................. $ 6,055,000(7)
Ventures Group Series A
Stock.................. $ --(8)
Liberty Group Series A
Stock.................. $ 2,937,500(7)
TINTA Series A Stock..... $ 418,000(10)
TCI Group Series A
Stock.................. $10,248,000(13)
Ventures Group Series A
Stock.................. $ --(8)
Liberty Group Series A
Stock.................. $ 8,060,000(13)
Stephen M. Brett
TCI Group Series A
Stock.................. $ 2,357,040(13)
Ventures Group Series A
Stock.................. $ --(8)
Liberty Group Series A
Stock.................. $ 1,612,000(13)
TINTA Series A Stock..... $ 449,500(14)
Larry E. Romrell
TCI Group Series A
Stock.................. $ 307,440(13)
Ventures Group Series A
Stock.................. $ --(8)
TCI Group Series A
Stock.................. $ 1,436,400(17)
Ventures Group Series A
Stock.................. $ --(8)
</TABLE>

- ---------------

* Less than one percent.

(1) The information in the table has been adjusted for the effect of the
Exchange Offer and the 1998 Stock Dividends.

(2) Subject to stockholder approval of the 1998 Incentive Plan Proposal, on
December 16, 1997, Dr. Malone was granted options in tandem with stock
appreciation rights to acquire 2,800,000 shares of Ventures Group Series B
Stock. The options in tandem with stock appreciation rights granted to Dr.
Malone vest evenly over five years with such vesting period beginning on
December 16, 1997. Such options with tandem stock appreciation rights first
become exercisable on December 16, 1998 and expire on December 16, 2007.

Notwithstanding the vesting schedule as set forth in Dr. Malone's option
agreement, the option shares and stock appreciation rights shall
immediately vest and become exercisable if Dr. Malone's employment with
TCI: (a) shall terminate by reason of: (i) termination by TCI without
cause; (ii) termination by Dr. Malone for good reason (as defined in the
agreement); or (iii) disability; (b) shall terminate pursuant to the
provisions of a written employment agreement, if any, between Dr. Malone
and TCI which expressly permits Dr. Malone to terminate such employment
upon the occurrence of certain specified events; or (c) shall terminate if
Dr. Malone dies while employed by TCI. Further, the option shares and stock
appreciation rights will immediately vest and become exercisable in the
event of an Approved Transaction, Board Change, or Control Purchase (each
as defined in the 1998 Incentive Plan), unless in the case of an Approved
Transaction, the Compensation Committee, under the circumstances specified
in the 1998 Incentive Plan, determines otherwise.

(3) Represents the closing market price per share of Ventures Group Series B
Stock on December 16, 1997.

26
<PAGE> 30

(4) The value shown is based on the Black-Scholes model and is stated in
current annualized dollars on a present value basis. The key assumptions
used in the model for purposes of this calculation include the following:
(a) a 5.77% discount rate; (b) a 35% volatility factor; (c) the 10-year
option term; and (d) the closing market price of Ventures Group Series B
Stock on December 16, 1997. The actual value Dr. Malone may realize will
depend upon the extent to which the stock price exceeds the exercise price
on the date the option is exercised. Accordingly, the value, if any,
realized by Dr. Malone will not necessarily be the value determined by the
model.

(5) On February 7, 1997, Mr. Hindery, pursuant to the 1996 Plan, was granted
options in tandem with stock appreciation rights to acquire 700,000 shares
of TCI Group Series A Stock, 600,000 shares of Ventures Group Series A
Stock, and 375,000 shares of Liberty Group Series A Stock. Such options in
tandem with stock appreciation rights granted to Mr. Hindery vest evenly
over five years with such vesting period beginning on February 7, 1997.
Such options with tandem stock appreciation rights first became exercisable
on February 7, 1998 and expire on February 7, 2007.

(6) Represents the closing market price per share on February 7, 1997 of TCI
Group Series A Stock, Liberty Group Series A Stock, and TINTA Series A
Stock.

(7) The value shown is based on the Black-Scholes model and is stated in
current annualized dollars on a present value basis. The key assumptions
used in the model for purposes of this calculation include the following:
(a) a 6.395% discount rate; (b) a 35% volatility factor; (c) the 10-year
option term; and (d) the closing market price of TCI Group Series A Stock
and Liberty Group Series A Stock on February 7, 1997. The actual value Mr.
Hindery may realize will depend upon the extent to which the stock price
exceeds the exercise price on the date the option is exercised.
Accordingly, the value, if any, realized by Mr. Hindery will not
necessarily be the value determined by the model.

(8) The Ventures Group Series A Stock was issued in connection with the
Exchange Offer which occurred on September 10, 1997. All grants before
September 10, 1997 of options in tandem with stock appreciation rights to
acquire TCI Group Series A Stock were adjusted by the Board of Directors or
the Compensation Committee of the Board of Directors as described in
"Background of Stock Adjustments." Because the Ventures Group Series A
Stock only began regular way trading on Nasdaq on September 17, 1997, no
market price per share on grant date or grant date present value
information is available. Set forth below are the market price per share on
grant date information and grant date present value information assuming
the closing market price of Ventures Group Series A Stock on the relevant
date would have been the same as the closing market price of TCI Group
Series A Stock on the date of grant and then adjusting such closing market
price for the 1998 Ventures Group Stock Dividends:

(a) Mr. Hindery's February 7, 1997 grant of options in tandem with
stock appreciation rights to acquire 600,000 shares of Ventures Group
Series A Stock would have a market price per share of $6.94 and a grant
date present value of $2,595,000. (See note 7 above for information about
the assumptions used in the Black-Scholes model to determine the grant date
present value).

(b) Mr. Hindery's July 23, 1997 grant of options in tandem with stock
appreciation rights to acquire 900,000 shares of Ventures Group Series A
Stock would have a market price per share of $7.91

27
<PAGE> 31

and a grant date present value of $4,392,000. (See note 13 below for
information about the assumptions used in the Black-Scholes model to
determine the grant date present value).

(c) Mr. Brett's July 23, 1997 grant of options in tandem with stock
appreciation rights to acquire 207,000 shares of Ventures Group Series A
Stock would have a market price per share of $7.91 and a grant date present
value of $1,010,160. (See note 13 below for information about the
assumptions used in the Black-Scholes model to determine the grant date
present value).

(d) Mr. Romrell's May 15, 1997 grant of options in tandem with stock
appreciation rights to acquire 135,000 shares of Ventures Group Series A
Stock would have a market price per share of $7.19 and a grant date present
value of $615,600. (See note 17 below for information about the assumptions
used in the Black-Scholes model to determine the grant date present value).

(e) Mr. Romrell's July 23, 1997 grant of options in tandem with stock
appreciation rights to acquire 27,000 shares of Ventures Group Series A
Stock would have a market price per share of $7.91 and a grant date present
value of $131,760. (See note 13 below for information about the assumptions
used in the Black-Scholes model to determine the grant date present value).

(9) On February 7, 1997, Mr. Hindery was granted options in tandem with stock
appreciation rights to acquire 50,000 shares of TINTA Series A Stock. Such
options in tandem with stock appreciation rights granted to Mr. Hindery
vest evenly over five years with such vesting period beginning February 7,
1997. Such options with tandem stock appreciation rights first became
exercisable on February 7, 1998 and expire on February 7, 2007.

Notwithstanding the vesting schedule as set forth in Mr. Hindery's option
agreement, the option shares and stock appreciation rights shall
immediately vest and become exercisable if Mr. Hindery's employment with
TCI: (a) shall terminate by reason of: (i) termination by TCI without
cause; (ii) termination by Mr. Hindery for good reason (as defined in the
agreement); or (iii) disability; (b) shall terminate pursuant to the
provisions of a written employment agreement, if any, between Mr. Hindery
and TCI which expressly permits Mr. Hindery to terminate such employment
upon the occurrence of certain specified events; or (c) shall terminate if
Mr. Hindery dies while employed by TCI. Further, the option shares and
stock appreciation rights will immediately vest and become exercisable in
the event of an Approved Transaction, Board Change, or Control Purchase
(each as defined in Mr. Hindery's option agreement), unless in the case of
an Approved Transaction, the Compensation Committee under certain
circumstances, determines otherwise.

(10) The value shown is based on the Black-Scholes model and is stated in
current annualized dollars on a present value basis. The key assumptions
used in the model for purposes of this calculation include the following:
(a) a 6.395% discount rate; (b) a 35% volatility factor; (c) the 10-year
option term; and (d) the closing market price of TINTA Series A Stock on
February 7, 1997. The actual value Mr. Hindery may realize will depend upon
the extent to which the stock price exceeds the exercise price on the date
the option is exercised. Accordingly, the value, if any, realized by Mr.
Hindery will not necessarily be the value determined by the model.

(11) On July 23, 1997, Mr. Hindery, Mr. Brett, and Mr. Romrell pursuant to the
1996 Plan, were granted options in tandem with stock appreciation rights to
acquire 1,050,000, 241,500 and 31,500 shares, respectively, of TCI Group
Series A Stock, 900,000, 207,000 and 27,000 shares, respectively, of
Ventures Group Series A Stock, and 750,000 and 150,000 shares,
respectively, of Liberty Group Series A Stock. Such options in tandem with
stock appreciation rights granted to Messrs. Hindery, Brett, and Romrell
vest evenly over five years with such vesting period beginning on July 23,
1997. Such options with tandem stock appreciation rights first become
exercisable on July 23, 1998 and expire on July 23, 2007. See note 5 above
for additional information on vesting and other provisions of the 1996
Plan.

In addition, on July 23, 1997, Mr. Brett, pursuant to the International
Plan, was granted options in tandem with stock appreciation rights to
acquire 50,000 shares of TINTA Series A Stock. Such options in tandem with
stock appreciation rights granted to Mr. Brett vest evenly over five years
with such

28
<PAGE> 32

vesting period beginning on July 23, 1997. Such options with tandem stock
appreciation rights first become exercisable on July 23, 1998 and expire on
July 23, 2007.

Notwithstanding the vesting schedule as set forth in the grantee's option
agreement, the option shares and stock appreciation rights shall
immediately vest and become exercisable if grantee's employment with
International: (a) shall terminate by reason of: (i) termination by
International without cause; (ii) termination by the grantee for good
reason (as defined in the agreement); or (iii) disability; (b) shall
terminate pursuant to the provisions of a written employment agreement, if
any, between grantee and International which expressly permits the grantee
to terminate such employment upon the occurrence of certain specified
events; or (c) shall terminate if grantee dies while employed by
International. Further, the option shares and stock appreciation rights
will immediately vest and become exercisable in the event of an Approved
Transaction, Board Change, or Control Purchase (each as defined in the
International Plan), unless in the case of an Approved Transaction, the
Compensation Committee under the circumstances specified in the
International Plan, determines otherwise.

(12) Represents the closing market price per share on July 23, 1997 of TCI Group
Series A Stock, Liberty Group Series A Stock, and TINTA Series A Stock.

(13) The value shown is based on the Black-Scholes model and is stated in
current annualized dollars on a present value basis. The key assumptions
used in the model for purposes of this calculation include the following:
(a) a 6.15% discount rate; (b) a 35% volatility factor; (c) the 10-year
option term; and (d) the closing market price of TCI Group Series A Stock
and Liberty Group Series A Stock on July 23, 1997. The actual value the
executive may realize will depend upon the extent to which the stock price
exceeds the exercise price on the date the option is exercised.
Accordingly, the value, if any, realized by the executive will not
necessarily be the value determined by the model.

(14) The value shown is based on the Black-Scholes model and is stated in
current annualized dollars on a present value basis. The key assumptions
used in the model for purposes of this calculation include the following:
(a) a 6.15% discount rate; (b) a 35% volatility factor; (c) the 10-year
option term; and (d) the closing market price of TINTA Series A Stock on
July 23, 1997. The actual value Mr. Brett may realize will depend upon the
extent to which the stock price exceeds the exercise price on the date the
option is exercised. Accordingly, the value, if any, realized by Mr. Brett
will not necessarily be the value determined by the model.

(15) On May 15, 1997, Mr. Romrell, pursuant to the 1996 Plan, was granted
options in tandem with stock appreciation rights to acquire 157,500 shares
of TCI Group Series A Stock and 135,000 shares of Ventures Group Series A
Stock. Such options in tandem with stock appreciation rights granted to Mr.
Romrell vest evenly over five years with such vesting period beginning on
May 15, 1997. Such options with tandem stock appreciation rights first
become exercisable on May 15, 1998 and expire on May 15, 2007. See note 5
above for additional information on vesting and other provisions of the
1996 Plan.

(16) Represents the closing market price per share on May 15, 1997 of TCI Group
Series A Stock.

(17) The value shown is based on the Black-Scholes model and is stated in
current annualized dollars on a present value basis. The key assumptions
used in the model for purposes of this calculation include the following:
(a) a 6.66% discount rate; (b) a 35% volatility factor; (c) the 10-year
option term; and (d) the closing market price of TCI Group Series A Stock
on May 15, 1997. The actual value Mr. Romrell may realize will depend upon
the extent to which the stock price exceeds the exercise price on the date
the option is exercised. Accordingly, the value, if any, realized by Mr.
Romrell will not necessarily be the value determined by the model.

29
<PAGE> 33

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
of the Company. The following table shows each exercise of stock options and
SARs during the year ended December 31, 1997 by each of the named executive
officers of the Company and the December 31, 1997 number and year-end value of
unexercised options and SARs on an aggregated basis:

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES VALUE OPTIONS/SARS AT THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED DECEMBER 31, 1997(#) AT DECEMBER 31, 1997($)
NAME EXERCISE(#)(1) $ EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
John C. Malone
Exercisable
TCI Group Series A
Stock............ -- -- 980,000 $15,760,150
Ventures Group
Series A Stock... -- -- 840,000 $ 6,911,850
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 787,500 $12,446,250
TINTA Series A
Stock............ -- -- 10,000 $ 20,000
SATCo Series A
Stock............ -- -- 140,000 --
Unexercisable
TCI Group Series A
Stock............ -- -- 420,000 $ 5,593,350
Ventures Group
Series A Stock... -- -- 360,000 $ 2,464,650
Ventures Group
Series B Stock... -- -- 2,800,000 $11,200,000
Liberty Group
Series A Stock... -- -- 337,500 $ 4,556,250
TINTA Series A
Stock............ -- -- 40,000 $ 80,000
SATCo Series A
Stock............ -- -- 60,000 --
Leo J. Hindery, Jr.
Exercisable
TCI Group Series A
Stock............ -- -- -- --
Ventures Group
Series A Stock... -- -- -- --
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- -- --
TINTA Series A
Stock............ -- -- -- --
SATCo Series A
Stock............ -- -- -- --
Unexercisable
TCI Group Series A
Stock............ -- -- 1,750,000 $22,801,625
Ventures Group
Series A Stock... -- -- 1,500,000 $10,053,375
</TABLE>

30
<PAGE> 34

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES VALUE OPTIONS/SARS AT THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED DECEMBER 31, 1997(#) AT DECEMBER 31, 1997($)
NAME EXERCISE(#)(1) $ EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 1,125,000 $ 9,732,500
TINTA Series A
Stock............ -- -- 50,000 $ 100,000
SATCo Series A
Stock............ -- -- -- --
Stephen M. Brett
Exercisable
TCI Group Series A
Stock............ 140,000 $1,779,750 168,000 $ 2,273,460
Ventures Group
Series A Stock... 120,000 $ 756,450 144,000 $ 1,001,340
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 247,500 $ 3,764,100
TINTA Series A
Stock............ -- -- 20,000 $ 40,000
SATCo Series A
Stock............ -- -- 44,000 --
Unexercisable
TCI Group Series A
Stock............ -- -- 423,500 $ 5,408,051
Ventures Group
Series A Stock... -- -- 363,000 $ 2,385,799
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 296,250 $ 3,126,275
TINTA Series A
Stock............ -- -- 80,000 $ 228,500
SATCo Series A
Stock............ -- -- 26,000 --
Larry E. Romrell
Exercisable
TCI Group Series A
Stock............ 140,000 $2,563,400 168,000 $ 2,273,460
Ventures Group
Series A Stock... -- -- 264,000 $ 2,055,090
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 247,500 $ 3,764,100
Internet SAR....... 2 $2,640,500 -- --
TCI.NET Option..... 2 -- -- --
TINTA Series A
Stock............ -- -- -- --
SATCo Series A
Stock............ -- -- 176,815 --
</TABLE>

31
<PAGE> 35

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES VALUE OPTIONS/SARS AT THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED DECEMBER 31, 1997(#) AT DECEMBER 31, 1997($)
NAME EXERCISE(#)(1) $ EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Unexercisable
TCI Group Series A
Stock............ -- -- 371,000 $ 5,029,133
Ventures Group
Series A Stock... -- -- 318,000 $ 2,214,968
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 146,250 $ 2,014,275
Internet SAR....... -- -- 8 $ 9,252,880
TCI.NET Option..... -- -- 8 --
TINTA Series A
Stock............ -- -- -- --
SATCo Series A
Stock............ -- -- 557,261 --
Fred A. Vierra
Exercisable
TCI Group Series A
Stock............ 70,000 $1,242,500 154,000 $ 2,357,915
Ventures Group
Series A Stock... -- -- 192,000 $ 1,562,160
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 180,000 $ 2,852,850
TINTA Series A
Stock............ -- -- 160,000 $ 320,000
SATCo Series A
Stock............ -- -- 32,000 --
Unexercisable
TCI Group Series A
Stock............ -- -- 56,000 $ 769,860
Ventures Group
Series A Stock... -- -- 48,000 $ 338,940
Ventures Group
Series B Stock... -- -- -- --
Liberty Group
Series A Stock... -- -- 45,000 $ 647,400
TINTA Series A
Stock............ -- -- 240,000 $ 480,000
SATCo Series A
Stock............ -- -- 8,000 --
</TABLE>

- ---------------

(1) Represents the number of shares underlying the stock appreciation rights
which were exercised in 1997 or represents the actual shares received in the
case of Mr. Romrell's TCI.NET option exercise.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS.

Except as described below, the Company has no employment contracts,
termination of employment agreements or change of control agreements with any of
the named executive officers of the Company. The vesting of certain equity-based
incentive awards granted by the Company to executive officers of the Company
may, under certain circumstances, be accelerated in the event of a change in
control of the Company or upon termination of an executive officer's employment
with the Company.

32
<PAGE> 36

Dr. Malone's Employment Agreement. Effective November 1, 1992, the
employment agreement between TCIC and Dr. Malone, as amended, was further
amended and restated. Pursuant to an Assignment and Assumption Agreement, dated
August 4, 1994, the payment, performance and other obligations of such
employment agreements were assumed by TCI. The term of such agreement is
extended daily so that the remainder of the employment term shall at all times
on and prior to the effective date of the termination of employment as provided
by such agreement be five years. Dr. Malone's employment agreement provides for
an annual salary of $800,000, subject to increase upon approval of the Board of
Directors. During 1997, Dr. Malone's salary (along with the salaries of senior
management) was reduced by approximately 20% due to the performance of the
Company. In connection with the Company achieving certain financial performance
milestones in the second half of 1997, Dr. Malone was granted a salary increase
such that his annual salary in 1997 was $819,346. Additionally, the employment
agreement provides for personal use of the Company's aircraft and flight crew,
limited to an aggregate value of $35,000 per year.

Dr. Malone's employment agreement provides, among other things, for
deferral of a portion (40% in 1993 and not in excess of 40% thereafter) of the
monthly compensation payable to him. Pursuant to a letter agreement entered into
between Dr. Malone and the Company subsequent to the date of his employment
agreement, Dr. Malone deferred $150,000 in 1993 in lieu of 40% of his
compensation for such year. The deferred amounts will be payable in monthly
installments over a 20-year period commencing on the termination of Dr. Malone's
employment, together with interest thereon at the rate of 8% per annum
compounded annually from the date of deferral to the date of payment. The
amendment also provides for the payment of certain benefits, discussed below.

Dr. Malone's agreement described above also provides that upon termination
of his employment by the Company (other than for cause, as defined in the
agreement), or if Dr. Malone elects to terminate the agreement because of a
change in control of the Company, all remaining compensation due under the
agreement for the balance of the employment term shall be immediately due and
payable.

Dr. Malone's agreement provides that during his employment with the Company
and for a period of two years following the effective date of his termination of
employment with the Company, unless termination results from a change in control
of the Company, he will not be connected with any entity in any manner specified
in the agreement, which competes in a material respect with the business of the
Company. However, the agreement provides that such executive may own securities
of any corporation listed on a national securities exchange or quoted in the
Nasdaq Stock Market to the extent of an aggregate of 5% of the amount of such
securities outstanding.

Dr. Malone's agreement also provides that in the event of termination of
his employment with the Company, he will be entitled to receive 240 consecutive
monthly payments of $15,000 (increased at the rate of 12% per annum compounded
annually from January 1, 1988 to the date payment commences), the first of which
will be payable on the first day of the month succeeding the termination of Dr.
Malone's employment. In the event of Dr. Malone's death, his beneficiaries will
be entitled to receive the foregoing monthly payments. The Company currently
owns a whole-life insurance policy on Dr. Malone, the face value of which is
sufficient to meet its obligation under the salary continuation arrangement. The
premiums payable by the Company on such insurance policy are currently being
funded through earnings on the policy. Dr. Malone has no interest in this
policy.

The Company pays a portion of the annual premiums (equal to the "PS-58"
costs) on three whole-life insurance policies of which Dr. Malone is the insured
and trusts for the benefit of members of his family are the owners. The Company
is the designated beneficiary of the proceeds of such policies less an amount
equal to the greater of the cash surrender value thereof at the time of Dr.
Malone's death and the amount of the premiums paid by the policy owners.

Dr. Malone deferred a portion of his monthly compensation under his
previous employment agreement. Such deferred compensation (together with
interest thereon at the rate of 13% per annum compounded annually from the date
of deferral to the date of payment) will continue to be payable under the terms
of the previous agreement. The rate at which interest accrues on such previously
deferred compensation was established in 1983 pursuant to such earlier
agreement.
33
<PAGE> 37

Mr. Vierra's Employment Agreement. Until December 31, 1997, International,
TCI and Mr. Vierra were parties to an Amended and Restated Employment Agreement
relating to Mr. Vierra's employment with International as Vice Chairman and
Chief Executive Officer. Effective January 1, 1998, however, the parties
terminated Mr. Vierra's employment agreement and replaced it with a consulting
agreement. In connection with Mr. Vierra becoming a consultant, Mr. Vierra
resigned as an officer of TCI and International but remains a director and the
Vice Chairman of the International Board of Directors. For more information on
Mr. Vierra's new consulting agreement, see "Certain Relationships and Related
Transactions -- Transactions with Management and Others -- Consulting
Agreements" set forth below.

Under the terms of the former employment agreement, Mr. Vierra received a
base salary of $650,000 per year. Mr. Vierra's salary was subject to annual
review by the International Board of Directors, which could in its sole
discretion increase his salary. In October 1997, the International Board of
Directors increased Mr. Vierra's salary from $650,000 per annum to $700,000 per
annum. Mr. Vierra's employment agreement provided for the deferral of a portion
of each monthly salary payment so as to result in the deferral of salary at the
rate of $250,000 per annum. The deferred amounts would have been paid in monthly
installments over a 240-month period commencing on the later of December 31,
1998 and the termination of Mr. Vierra's full-time employment with
International, together with interest thereon at the rate of 8% per annum
compounded annually from the date of deferral to the payment date. In the event
of Mr. Vierra's death, all outstanding deferred amounts would have been paid in
a lump sum to his beneficiaries. Such deferred amounts will be paid out pursuant
to the terms of the consulting agreement.

While employed by International pursuant to his employment agreement, Mr.
Vierra could participate in all formal incentive compensation plans, stock
incentive plans, employee stock purchase plans, retirement plans and insurance
plans or policies adopted for the benefit of TCI's or International's executive
officers or employees generally. Additionally, Mr. Vierra's employment agreement
provided for personal use of TCI's aircraft and flight crew, limited to an
aggregate value of $35,000 per year.

Under the employment agreement, substantially all of Mr. Vierra's business
time, attention and efforts was devoted to the affairs of International. Mr.
Vierra's agreement further provided that during his employment with
International and for the longer of: (a) a period of two years following the
effective date of his termination of employment; or (b) until December 31, 1998
(in the event Mr. Vierra terminated his employment before the end of the term of
his employment in breach of the employment agreement or in the event Mr. Vierra
was terminated "for cause" (as defined in the employment agreement) by
International), Mr. Vierra would not be connected with any entity in any manner,
as defined in the agreement, which competes in a material respect with the
business of International or any of International's or TCI's majority owned
subsidiaries. The agreement provided, however, that Mr. Vierra could own
securities of any corporation listed on a national securities exchange or quoted
on Nasdaq to the extent of an aggregate of 5% of the amount of such securities
outstanding. As a party to the employment agreement, TCI agreed to provide to
Mr. Vierra certain benefits thereunder, however, any payment or expense incurred
by TCI under the employment agreement was reimbursed to TCI by International
under the terms of a Services Agreement between TCI and International.

Mr. Romrell's Employment Agreement. TCIC and Mr. Romrell entered into an
employment agreement on January 1, 1993. Pursuant to an Assignment and
Assumption Agreement, dated August 4, 1994, the payment, performance and other
obligations of such employment agreement were assumed by TCI. The term of Mr.
Romrell's agreement extends through December 31, 1999. Mr. Romrell's employment
agreement provides for a base salary of $350,000 per year to be increased by the
amount of $25,000 per annum in each succeeding year commencing January 1, 1994.
Mr. Romrell's salary is subject to annual review by the Board of Directors which
may in its sole discretion increase his salary.

While he is employed by the Company pursuant to his employment agreement,
Mr. Romrell is entitled to participate in all formal incentive compensation
plans, stock incentive plans, employee stock purchase plans, retirement plans
and insurance plans or policies adopted for the benefit of TCI's executive
officers or employees generally.

34
<PAGE> 38

Mr. Romrell's employment agreement also provides that upon an earlier
termination of Mr. Romrell's employment by the Company without cause, all
remaining compensation due under such agreement for the balance of the
employment term would become immediately due and payable to Mr. Romrell. Upon
his death during the employment term, the Company would pay to Mr. Romrell's
beneficiaries a lump sum in an amount equal to the lesser of: (a) the
compensation due under his employment agreement for the balance of the
employment term; and (b) one year's salary. In the event of his disability, the
Company would continue to pay Mr. Romrell his annual salary as and when it would
have otherwise become due until the first to occur of the end of the employment
term or the date of his death.

Mr. Romrell's agreement further provides that during his employment with
the Company and for the longer of a period of two years following the effective
date of his termination of employment or if Mr. Romrell terminates his
employment before the end of the term of his employment in breach of the
employment agreement, or if Mr. Romrell is terminated "for cause" (as defined in
the employment agreement) by the Company, until December 31, 1999, he will not
be connected with any entity in any manner specified in the agreement, which
competes in a material respect with the business of TCI or TCI's majority owned
subsidiaries. However, the agreement provides that Mr. Romrell may own
securities of any corporation listed on a national securities exchange or quoted
on Nasdaq to the extent of an aggregate of 5% of the amount of such securities
outstanding. Under the employment agreement, substantially all of Mr. Romrell's
business time, attention and efforts will be devoted to the affairs of the
Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

References to share amounts and per share prices throughout this section
have been adjusted retroactively to give effect to the 1998 Stock Dividends. In
addition, please refer to the discussion under "Executive
Compensation -- Background of Stock Adjustments" for additional information
regarding recent changes in the capital structure of the Company. References to
share amounts and per share prices also have been adjusted retroactively to give
effect to such changes.

The members of the Company's compensation committee are Messrs. Paul A.
Gould and Kim Magness, both directors of the Company. Each of Mr. Gould and Mr.
Magness are not and have not been officers of the Company or any of its
subsidiaries. Dr. Malone is an executive officer and a director of the Company
and is Chairman of the Board and a member of the compensation committee of
International.

Magness and Malone Transactions. On June 16, 1997, the Estate of Bob
Magness sold 30,545,864 shares of TCI Group Series B Stock to the Company in
exchange for an equal number of shares of TCI Group Series A Stock (the "Estate
Swap") and then sold an aggregate of 32,068,588 shares of TCI Group Series A
Stock to Merrill Lynch, Pierce, Fenner & Smith Incorporated and LB I Group (an
affiliate of Lehman Brothers, Inc.), with each of Merrill Lynch and Lehman
purchasing an equal number of shares pursuant to separate stock purchase
agreements (the "Estate Sale" and, together with the Estate Swap, the "Estate
Transactions"). Bob Magness was Kim Magness's father.

On October 29, 1997, an action entitled Kim Magness, et al v.
Tele-Communications, Inc., et al was commenced against the Company, Dr. Malone,
the representatives of the Estate of Bob Magness, and others, challenging the
Estate Transaction, and requesting rescission of such transactions and damages.
On January 5, 1998, a settlement of such litigation was reached (the "Magness
Settlement"). The settlement agreement included the voiding effective as of
February 9, 1998 of a portion of the Estate Transactions with respect to 16
million of the 30,545,864 shares of TCI Group Series B Stock disposed of by the
Estate of Bob Magness.

In connection with the Magness Settlement, the Company, the Estate of Bob
Magness, the Estate of Betsy Magness, Gary Magness and Kim Magness (individually
and in certain representative capacities) (collectively, the "Magness Group")
and Dr. Malone and Dr. Malone's spouse (collectively the "Malone Group") entered
into a Stockholders' Agreement, dated as of February 9, 1998, which provides for
the following terms, among others: (a) the Magness Group to designate a nominee
for the Company's Board of Directors and Dr. Malone's agreement to vote for such
nominee; (b) a representative of Dr. Malone and a representative of the Magness
Group to consult with each other on all matters to be brought to a vote of the
Company's stockholders: provided, however, that if a mutual agreement on how to
vote cannot be reached,
35
<PAGE> 39

Dr. Malone shall vote the TCI Group Series B Stock, Liberty Group Series B
Stock, and the Ventures Group Series B Stock owned by the Magness Group pursuant
to an irrevocable proxy given by the Magness Group; (c) the Magness Group to
have the right to participate, at their option, on a proportionate basis with
Dr. Malone (based on the relative ownership by the Malone Group and the Magness
Group of capital stock of the Company having more than one vote per share in the
election of directors) in any acquisition of securities of the Company, except
for certain specified acquisition opportunities, including those made available
to Dr. Malone solely in his capacity as an officer of the Company; (d) a
tag-along right in favor of the Magness Group with respect to any sale by Dr.
Malone of shares of TCI Group Series B Stock, Liberty Group Series B Stock, and
Ventures Group Series B Stock (collectively, the "Series B Stock"), subject to
certain exceptions such as transfers to related parties; and (e) a drag-along
right in favor of Dr. Malone with respect to the sale of all or substantially
all of the Series B Stock beneficially owned by Dr. Malone or of the business or
assets of the Company pursuant to which the Magness Group will consent to such
sale and, if the sale is of the Series B Stock, the Magness Group may either
convert their Series B Stock to the respective Series A common stock of the
Company or sell their Series B Stock pursuant to the terms of such sale.

In connection with the Magness Settlement, the Company entered into a Call
Agreement with the Magness Group. Under the Magness Group Call Agreement, the
Magness Group granted to the Company a right to acquire all of the shares of
Series B Stock owned by them upon Dr. Malone's death or upon a contemplated sale
of such Series B Stock to third parties, in consideration of the Company paying
to the Magness Group $124 million for such right. When such right is triggered,
the Company may acquire the Series B Stock at a price equal to the market price
of the respective Series A common stock of the Company, plus a 10% premium or,
in the event of a sale, the lesser of such price or the price offered by such
third parties. In addition, the Call Agreement states that, if the Company is
sold to a third party, then the maximum premium the Magness Group may receive
for their Series B Stock would be the price paid for the respective Series A
common stock of the Company by said third party, plus a 10% premium. The Call
Agreement also prohibits any member of the Magness Group from disposing of their
Series B Stock, except for certain exempt transfers (such as transfers to
related parties or to Dr. Malone or public sales of up to an aggregate of 5% of
their Series B Stock after conversion to the respective Series A common stock)
and except for a transfer made in compliance with the Company's purchase right
described above. If the Company exercises its call right, the Company may also
be required to purchase shares of Series B Stock from Dr. Malone if he exercises
his "tag-along" rights under the Stockholders' Agreement. The Company also
entered into a Call Agreement with the Malone Group as described under "Certain
Relationships and Related Transactions -- Transactions with Management and
Others -- Malone Transactions."

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Neither the report of the Compensation Committee of the Board of Directors
(the "Compensation Committee") nor the stock performance graphs which follow
such report shall be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended, or under the Exchange Act, except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.

Compensation Philosophy. The Compensation Committee's compensation
philosophy is based on the belief that a link should exist between executive
compensation and the return on investment provided to stockholders as reflected
by the appreciation in the price of the Company's stock. In applying this
philosophy, the Compensation Committee has developed and implemented a
compensation policy which seeks to attract and retain highly skilled executives
with the business experience and acumen necessary for achievement of the
long-term business objectives of the Company and to align the financial
interests of the Company's senior executives with those of its stockholders. The
Company attempts to realize these goals by providing competitive compensation
and by linking a substantial portion of the compensation to the enhancement of
stockholder value.

The Company's executive compensation is based principally on two
components -- salary and equity-based incentives -- each of which is intended to
serve the Company's overall compensation philosophy. As a
36
<PAGE> 40

general rule, the Compensation Committee uses independent compensation
consultants and compensation surveys furnished and evaluated by such consultants
to provide advice and data to assist it in developing compensation programs that
are competitive with other similarly-situated cable/media companies and which
reinforce the Company's objective of aligning executive compensation with the
interests of the Company's stockholders.

Base Salary. Base salary for executive officers is generally targeted at
or below the median for executives with comparable qualifications, experience
and responsibilities at other companies in the cable/ media industry. In the
aggregate, executive salaries are consistent with this philosophy. Base salary
levels are also based on the employees' relative levels of seniority and
responsibility. Although the 1996 Plan and the 1998 Incentive Plan permit cash
bonuses and other performance based awards, the Company does not usually pay
cash bonuses to its senior executives.

During 1992, TCIC undertook a review of the compensation paid to its key
executive officers and retained independent consultants to advise it in
connection with setting base salaries. The Compensation Committee then
established new salary levels for its executive officers below the median of the
annual salaries and bonuses of officers in comparable positions and in media
companies included in the survey. Except as discussed below, the 1997 salary
levels for the Company's senior executive positions were consistent with the
salary levels set in 1992, with modest annual increases in cash compensation.
Certain terms of the employment agreements of certain named executive officers
are described in "Employment Contracts and Termination of Employment and Change
of Control Arrangements" above.

In 1997, the total base salaries paid by the Company to its executive
officers did not increase significantly over the total of such base salaries
paid during 1996. Certain executive officers of the Company, including certain
of the named executive officers, however, received significant salary increases
as a result of promotions in connection with the restructuring of the Company's
management. The Compensation Committee believes such increases reflect the
increased responsibilities assigned to such officers and their expected
contributions to the Company in such positions.

In fourth quarter 1996, Dr. Malone agreed to a 20% reduction in his base
salary. Such reduction occurred in connection with other cost containment
measures undertaken by the Company as a result of its third quarter 1996
financial results. As a result of the Company achieving certain financial
performance milestones in the second half of 1997, Dr. Malone's salary was
restored to its 1996 level during the third quarter of 1997. In addition, Dr.
Malone received a further 5.5% increase in his base salary during the third
quarter of 1997 based on an overall assessment of his performance during the
preceding year.

Equity-Based Incentives. In order to make the overall compensation
packages of the Company's executives and other key employees competitive with
other companies in the cable/media industry, the Compensation Committee has
emphasized equity-based incentives rather than salary and bonuses. The
Compensation Committee believes that reliance upon such incentives is
advantageous to the Company because they foster a long-term commitment by the
recipient to the Company and motivate the employees to seek to improve the
long-term market performance of the Company's stock.

During 1995, the Company undertook a review of the compensation paid to its
key employees and retained independent consultants to advise it in connection
with making grants of long-term equity based compensation awards. The
consultants provided the Compensation Committee with a survey of the
compensation packages of the chief executive officers and certain other senior
officers at 13 companies in the cable/media industry. The Compensation Committee
then evaluated the surveys and granted awards to the Company's executive
officers at a level below the median of the awards given to officers in
comparable positions in the cable/media companies included in the survey. Due to
the long-term focus of equity based awards, the Compensation Committee
determined that it was in the best interest of the Company to evaluate such
awards every few years rather than evaluate and grant such awards on an annual
basis.

In 1997, the Compensation Committee reviewed the long-term, equity based
compensation of certain of its senior officers and determined that additional
grants of stock options with tandem stock appreciation rights and restricted
stock were in the long-term best interests of the Company. As a result, in 1997,
the Company

37
<PAGE> 41

granted the stock options with tandem stock appreciation rights and the
restricted stock awards as described above in "Executive Compensation." The
Compensation Committee made such grants to foster management continuity and
commitment at a time when the Company was undergoing strategic changes and
rolling out new products and services. In addition, such awards are consistent
with the Company's philosophy of providing equity-based, long-term incentives to
senior management for the purposes of retaining talented management, and for the
purpose of aligning management's financial interest with stockholders.

In addition, in connection with the review in 1997, the Compensation
Committee authorized the grant of restricted stock to certain named executive
officers and others. The aggregate number of shares of each of the TCI Group
Series A Stock, Ventures Group Series A Stock and TINTA Series A Stock covered
by the restricted stock grants to the named executives in 1997 represents less
than 0.01% of the total number of shares of such series outstanding. The stock
options in tandem with stock appreciation rights and the restricted stock awards
are more fully described in "Executive Compensation -- Summary Compensation
Table of the Company" and "Executive Compensation -- Option/SAR Grants Table of
the Company."

The Company made the above-described grants after a review of the exercise
prices, numbers and dates of the awards of the stock options, tandem stock
appreciation rights, and restricted stock already held by the Company's
executives and other key employees. The Compensation Committee based its grants
for 1997 in part upon the level of the executive or other key employee's
responsibilities, experience and expertise and the degree to which such person
is in a position to contribute to the achievement or advancement of the
Company's financial and strategic objectives. Specifically, at the end of 1997,
the Compensation Committee granted to Dr. Malone options in tandem with stock
appreciation rights to purchase 2,800,000 shares of Ventures Group Series B
Stock, based on the initial financial performance of the Ventures Group and Dr.
Malone's extraordinary contribution in the Company's restructuring to create the
Ventures Group. Such grant is, however, subject to the stockholders approval of
the 1998 Incentive Plan Proposal. The award granted to Dr. Malone is more fully
described in "Executive Compensation -- Summary Compensation Table of the
Company" and "Executive Compensation -- Option/SAR Grants Table of the Company."

Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code (the "Code") and the U.S. Treasury regulations relating thereto
restrict publicly traded companies from claiming or receiving a tax deduction on
compensation paid to an executive officer in excess of $1 million, unless such
compensation is performance based. As such, many companies with executive pay
levels exceeding the $1 million limit have revised or amended current
compensation programs to qualify the payments thereunder for deductibility. The
Compensation Committee has taken no action with respect to the Company's
executive compensation plans that were in effect at the time of the adoption of
Section 162(m) in 1994 and has not conformed the 1995 Plan to such requirements.
The 1996 Plan and the 1998 Incentive Plan have been conformed to the
requirements of Section 162(m) to the extent that the Compensation Committee has
discretionary authority under each such Plan to grant awards which conform to
the requirements of Section 162(m).

COMPENSATION COMMITTEE

Paul A. Gould
Kim Magness

38
<PAGE> 42

STOCK PERFORMANCE GRAPHS

On August 3, 1995, the Company amended its Restated Certificate of
Incorporation to, among other things: (a) redesignate its TCI Class A Common
Stock as TCI Group Series A Stock and its TCI Class B Common Stock as TCI Group
Series B Stock; and (b) authorize the Liberty Group Series A Stock and the
Liberty Group Series B Stock. Thereafter, TCI distributed to the holders of TCI
common stock one-fourth of a share of the corresponding series of Liberty Media
Group common stock in respect of each share of TCI Group common stock held of
record as of August 4, 1995, the record date for such distribution. In addition,
on August 28, 1997, the Company amended its Restated Certificate of
Incorporation to, among other things, authorize the Ventures Group Series A
Stock and the Ventures Group Series B Stock. Thereafter, on September 10, 1997,
the Company concluded the Exchange Offer whereby the Company exchanged: (a)
shares of Ventures Group Series A Stock for TCI Group Series A Stock; and (b)
shares of Ventures Group Series B Stock for TCI Group Series B Stock.

The following graphs compare: (a) the percentage change in the cumulative
total stockholder return on the Class A Common Stock of TCI (and its predecessor
TCIC) from December 31, 1990 to August 9, 1995 (the date the TCI Group Series A
Stock and the Liberty Group Series A Stock commenced trading on Nasdaq); (b) the
percentage change in the cumulative total stockholder return on the TCI Group
Series A Stock from August 9, 1995 to December 31, 1997; (c) the percentage
change in the cumulative total stockholder return on the Liberty Group Series A
Stock from August 9, 1995 to December 31, 1997; and (d) the percentage change in
the cumulative total stockholder return on the Ventures Group Series A Stock
from September 17, 1997 (the date the Ventures Group Series A Stock commenced
regular way trading on Nasdaq) to December 31, 1997. The Class A Common Stock
and the TCI Group Series A Stock graphs are compared for each time period with
the cumulative total return on the Standard & Poor's 500 Stock Index and with a
selected peer group of six companies engaged in the cable television industry
(including the Company): Cablevision Systems Corporation, Jones Intercable,
Inc., TCA Cable TV, Inc., Comcast Corporation and Time Warner, Inc. The Liberty
Group Series A Stock graph is compared for the time period with the cumulative
total return on the Standard & Poor's 500 Stock Index and with a selected peer
group of five companies engaged in the cable television and television
programming industry (including the Company): Cablevision Systems Corporation,
Time Warner, Inc., The Walt Disney Company, and Viacom Inc. The Ventures Group
Series A Stock graph is compared for the time period with the cumulative total
return on the Nasdaq Composite Index (U.S. and Foreign) and the Nasdaq
Telecommunications Stock Index.

The comparisons assume $100 was invested at the beginning of each time
period and assume the reinvestment of dividends.

39
<PAGE> 43

TOTAL RETURN TO STOCKHOLDERS
CLASS A COMMON STOCK

DECEMBER 31, 1990 -- AUGUST 9, 1995

<TABLE>
<CAPTION>
CLASS A
MEASUREMENT PERIOD S&P 500 PEER COMMON
(FISCAL YEAR COVERED) INDEX GROUP STOCK
<S> <C> <C> <C>
12/31/90 100.00 100.00 100.00
12/31/91 133.00 115.00 235.00
12/31/92 135.00 152.00 290.00
12/31/93 154.00 235.00 415.00
12/31/94 160.00 180.00 296.00
8/9/95 195.00 230.00 445.00
</TABLE>

TOTAL RETURN TO STOCKHOLDERS
TCI GROUP SERIES A STOCK

AUGUST 9, 1995 -- DECEMBER 31, 1997

<TABLE>
<CAPTION>
TCI GROUP
MEASUREMENT PERIOD S&P 500 PEER SERIES A
(FISCAL YEAR COVERED) INDEX GROUP STOCK
<S> <C> <C> <C>
8/9/95 100 100 100
12/31/95 111.37 80.47 76.26
12/31/96 136.94 70.38 54.77
12/31/97 182.63 128.18 117.15
</TABLE>

40
<PAGE> 44

TOTAL RETURN TO STOCKHOLDERS
LIBERTY GROUP SERIES A STOCK
AUGUST 9, 1995 -- DECEMBER 31, 1997

<TABLE>
<CAPTION>
LIBERTY
GROUP
MEASUREMENT PERIOD S&P 500 PEER SERIES A
(FISCAL YEAR COVERED) INDEX GROUP STOCK
<S> <C> <C> <C>
8/9/95 100 100 100
12/31/95 111.37 94.80 109.14
12/31/96 136.94 96.13 115.99
12/31/97 182.63 143.64 220.83
</TABLE>

TOTAL RETURN TO STOCKHOLDERS
VENTURES GROUP SERIES A STOCK
SEPTEMBER 17, 1997 -- DECEMBER 31, 1997

<TABLE>
<CAPTION>
NASDAQ VENTURES
NASDAQ TELECOMMUNICATIONS GROUP
MEASUREMENT PERIOD COMPOSITE STOCK SERIES A
(FISCAL YEAR COVERED) INDEX INDEX STOCK
<S> <C> <C> <C>
9/17/97 100 100 100
12/31/97 94.2322 109.2465 136.0360
</TABLE>

41
<PAGE> 45

COMPENSATION OF DIRECTORS

The standard arrangement by which TCI's directors are compensated for all
services (including any amounts payable for committee participation or special
assignments) as a director is as follows: each non-employee director receives a
fee of $500 plus travel expenses for attendance at each meeting of the Board of
Directors and each non-employee director also receives additional compensation
of $30,000 per year. Each director who is also a full-time employee of the
Company receives reimbursement for travel expenses but does not receive a fee
for meeting attendance.

In addition, each person who becomes a director of the Company and is not
an employee of the Company or any of its subsidiaries will be automatically
granted options upon such person becoming a director under TCI's Director Stock
Option Plan. The exercise price of each such subsequently granted option will be
equal to the fair market value of the TCI Group Series A Stock on the date the
option is granted. In general, such fair market value will be 95% of the last
sale price for the shares of the TCI Group Series A Stock as reported on Nasdaq
on the date of the grant, with the price resulting from such percentage rounded
down to the nearest quarter dollar.

The Company has a deferred compensation plan for all non-employee
directors. Each director may elect to defer receipt of all, but not less than
all, of the annual compensation (excluding meeting fees and reimbursable
expenses) payable to the director for serving on the Company's Board of
Directors for each calendar year for which such deferral is elected. An election
to defer may be made as to the compensation payable for a single calendar year
or period of years. Any compensation deferred shall be credited to the
director's account on the last day of the quarter for which compensation has
accrued. Such deferred compensation bears interest from the date credited to the
date of payment at a rate of 8% per annum in 1993 and 120% of the applicable
federal long-term rate thereafter, compounded annually.

A director may elect payment of deferred compensation to be made at a
specified year in the future or upon termination of the director's service as
director of the Company. Each director may elect payment in a lump sum, three
substantially equal consecutive annual installments or five substantially equal
consecutive annual installments. In the event that a director dies prior to
payment of all the amounts payable pursuant to the deferred compensation plan,
any amounts remaining in the director's deferred compensation account, together
with accrued interest thereon, shall be paid to the director's designated
beneficiary.

There are no other arrangements whereby any of TCI's directors received
compensation for services as a director during 1997 in addition to or in lieu of
that specified by the previously described standard arrangement.

BOARD MEETINGS

During 1997, the Board of Directors of the Company had eight meetings. None
of the directors attended fewer than 75% of the meetings of the Board of
Directors or of any committee of which he is a member.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Executive Committee, an Audit Committee, a Compensation
Committee and an Inter-Group Committee. There is no standing nomination
committee of the Company's Board of Directors.

The members of the Executive Committee are John W. Gallivan, Paul A. Gould,
and John C. Malone. The Executive Committee exercises all of the powers and
authority of the Board of Directors between meetings of the entire Board of
Directors, other than such powers and authority as the Delaware General
Corporation Law (the "DGCL") specifically prohibits an executive committee from
performing. During 1997, the Executive Committee held five meetings and handled
other actions by unanimous written consent.

The members of the Audit Committee are Paul A. Gould and Robert A. Naify.
The duties of the Audit Committee are to review and monitor the Company's
financial reports and accounting practices to ascertain that they are within
acceptable limits of sound practice, to receive and review audit reports
submitted by the Company's independent auditors and by its internal auditing
staff and to make such recommendations to the

42
<PAGE> 46

Board of Directors as may seem appropriate to the Committee to assure that the
interests of the Company are adequately protected and to review all related
party transactions and potential conflict-of-interest situations. The Audit
Committee of the Company held four meeting(s) during 1997.

The members of the Compensation Committee are Paul A. Gould and Kim
Magness. The functions of the Compensation Committee are to review and make
recommendations to the Board of Directors concerning the compensation of the
executive officers of the Company, to consider and make recommendations to the
Board of Directors concerning existing and proposed employment agreements
between the Company and its executive officers and to administer the 1994 Plan,
the 1995 Plan, the 1996 Plan and, if approved by stockholders, the 1998
Incentive Plan. The Compensation Committee of the Company held five meeting(s)
during 1997.

The members of the Inter-Group Committee are Donne F. Fisher and Paul A.
Gould. In September 1997, the Board of Directors established the Inter-Group
Committee. The functions of the Inter-Group Committee are to review any and all
proposed transactions between or among the TCI Group, the Liberty Media Group
and the TCI Ventures Group, to make recommendations to the Board of Directors
(or any appropriate committee thereof) of the Company concerning the approval of
said transactions and to perform any and all other such functions as may be
directed by the Board of Directors. During 1997, the Inter-Group Committee
handled all matters by unanimous written consent.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS.

Transactions with Mr. Fisher. In 1989, ECP Holdings, Inc. ("ECP"), a
subsidiary of the Company and Halcyon Communications, Inc. ("HCI"), an Oklahoma
corporation which is not an affiliate of the Company formed Halcyon
Communications Partners ("HCP"), an Oklahoma general partnership for the purpose
of acquiring, owning and operating cable television systems. In 1994, HCI and
American Televenture of Minersville, Inc. ("ATM"), a subsidiary of the Company,
as general partners, and three other subsidiaries of the Company, TCI
Cablevision of Nevada, Inc. ("TCINV"), TEMPO Cable, Inc. ("Tempo Cable"), and
TCI Cablevision of Utah, Inc. ("TCIU"), as limited partners, formed Halcyon
Communications Limited Partnership ("HCLP"), an Oklahoma limited partnership for
the purpose of acquiring, owning and operating certain other cable television
systems.

Effective as of January 31, 1996, Fisher Communication Associates, L.L.C.
("Fisher Communications"), a Colorado limited liability company controlled by
Mr. Donne Fisher, a director, and until January 1, 1996, an officer of the
Company, purchased: (a) one-third of ECP's partnership interest in HCP and one
third of the partnership interest of each of ATM, TCINV, TCIU and Tempo Cable in
HCLP; (b) a ten-year option to purchase the remaining interest in HCP; and (c)
ten-year options to purchase the balance of the partnership interest in HCLP of
each of ATM, TCINV, TCIU and Tempo Cable. The purchase price for each such
partnership interest purchased by Fisher Communications consisted of shares of
WestMarc Preferred Stock. The purchase price for each such option acquired by
Fisher Communications was $100 in cash, and each such option is exercisable for
cash in a specified amount. The number of shares of WestMarc Preferred Stock
delivered to each of the Company's subsidiaries named above as consideration for
one-third of

43
<PAGE> 47

its partnership interest in HCP or HCLP, and the cash exercise price which
Fisher Communications is required to pay in order to exercise the options
granted by those subsidiaries, are as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF WESTMARC CASH EXERCISE
PREFERRED STOCK PRICE OF OPTION
---------------- ---------------
<S> <C> <C>
ECP................................................... 14.8836 $1,200,000
ATM................................................... 0.5224 42,120
TCINV................................................. 2.8911 233,100
TCIU.................................................. 4.3557 351,180
Tempo Cable........................................... 14.5562 1,173,600
------- ----------
37.2090 $3,000,000
======= ==========
</TABLE>

The WestMarc Preferred Stock is not publicly traded. The dividend,
liquidation, and redemption features of the WestMarc Preferred Stock are
determined by reference to its Liquidation Price, which equals on a per share
basis the sum of: (a) $32,250; plus (b) an amount equal to all dividends which
accrued during any quarterly dividend period and were not paid in full at the
end of that period or subsequently.

On September 25, 1997, TCI American Cable Holdings III, L.P., a subsidiary
of the Company, ("TCI American Cable) and Fisher Communications formed Peak
Cablevision, LLC in which TCI American Cable owns a 66.67% interest and Fisher
Communications owns a 33.33% interest. In connection therewith, TCI American
Cable, Tempo Cable, Communications Services, Inc. ("CSI"), TCI Cablevision of
Oklahoma, Inc. ("TCI-OK"), TCI of Kansas ("TCI-KS"), Wentronics, Inc., TCIU, TCI
Cablevision of Arizona ("TCI-AZ"), Tulsa Cable Television, Inc. ("Tulsa"),
Fisher Communications and Peak Cablevision, LLC entered into an Asset
Contribution Agreement whereby: (a) Tempo Cable, CSI, TCI-OK, TCI-KS,
Wentronics, Inc., TCIU, TCI-AZ, and Tulsa agreed to contribute their respective
cable systems located in Arizona, Oklahoma and Utah to TCI American Cable and
then TCI American Cable contributed those assets to Peak Cablevision, LLC; and
(b) Fisher Communications agreed to contribute its cable systems located in
Arkansas, Arizona, Missouri, Nevada, Oklahoma and Utah to Peak Cablevision, LLC.

Prior to Fisher Communications' contribution to Peak Cablevision, LLC,
Fisher Communications acquired the partnership interests in HCP and HCLP held by
HCI, and exercised its options described above to purchase the partnership
interests of the remaining partners in HCP and HCLP.

Fisher Communications paid the respective exercise prices of such options
in the form of five 10-year non-interest bearing promissory notes made payable
to the applicable partner.

Under the terms of the settlement agreement with respect to the Magness
Settlement, Mr. Fisher, who had served as a co-personal representative of the
Estate of Bob Magness since November 1996, resigned. The Estate of Bob Magness
will pay Mr. Fisher $1.5 million for his services on behalf of the Estate. Mr.
Fisher intends to donate such payment, in its entirety, net of taxes, to a
charitable organization.

InterMedia Transactions. The Company has completed in two phases on June
10, 1997 (the "Phase I Closing Date"), and August 5, 1997, transactions pursuant
to which it acquired: (a) (i) from InterMedia CM -- LP ("Old ICM I") a 1.103%
limited partner interest in InterMedia Partners, a California limited
partnership ("IP I"), which the Company contributed immediately after the
acquisition to InterMedia Capital Management, L.P. ("New ICM I") for a 99.998%
limited partner interest in New ICM I; (ii) a .001% general partner interest
(which converted to a limited partner interest) in New ICM I; and (iii) a 75%
limited partner interest in Old ICM I (each of Old ICM I and New ICM I holds,
directly or indirectly, partner interests in IP I) (collectively, the "ICM I
Transaction"); (b) all of the partner interests (other than a .001% general
partner and a .001% special limited partner interest) in InterMedia Capital
Management III, L.P. ("ICM III") (the "ICM III Transaction"); and (c) all of the
partner interests (other than a .002% general partner and a .001% special
limited partner interest) in InterMedia Capital Management IV, L.P. ("ICM IV")
(the "ICM IV Transaction"), for total consideration of 2,545,455 shares (the
"TCI Shares") of TCI Group Series B Stock and an aggregate amount of $23,617,533
in cash and assumption of certain

44
<PAGE> 48

liabilities (including adjustments). Each of the entities in which the Company
acquired an interest in the foregoing transactions has an indirect interest in
cable television operations.

The partner interests in ICM IV acquired by the Company were acquired by
the sellers of such interests in January and July 1996 for $21,750. The other
interests acquired by the Company were acquired by the sellers of those
interests before April 1995. Mr. Hindery, an executive officer of the Company,
was the beneficial owner of a 66.3% interest in Old ICM I (which was increased
to a 99.999% interest on the Phase I Closing Date as a result of a non pro rata
redemption of the partner interests of all partners in Old ICM I other than Mr.
Hindery and InterMedia Management, Inc.), a 94.0% interest in ICM III, and a
80.9% interest in ICM IV, and Mr. Fisher, a director of the Company, was the
beneficial owner of a 1.6% interest in ICM IV.

The Company also has agreed in principle that if InterMedia Partners VI,
L.P. is formed and fully funded on terms and conditions agreed by the Company
(the "IP VI Effective Date"), the Company will acquire all of the partner
interests (other than a .001% general partner interest) of InterMedia Capital
Management VI, L.P. ("ICM VI") in exchange for a number of shares of Liberty
Group Series B Stock (the "Contingent TCI Shares") determined by dividing
$5,000,000 by the average of the closing prices of the corresponding Liberty
Group Series A Stock for the 20 trading days preceding the IP VI Effective Date
and an interest as a limited partner in InterMedia Capital Partners VI, L.P.
with a capital account of $1,000,000 (the "ICM VI Transaction" and, together
with the ICM I Transaction, the ICM III Transaction and the ICM IV Transaction,
the "InterMedia Transactions"). It is anticipated that the ICM VI Transaction
will be consummated in the second quarter of 1998. Mr. Hindery is the beneficial
owner of 100% of ICM VI and acquired his interest in ICM VI in July 1996 for
$10,000.

Mr. Fisher was paid a consulting fee in the approximate amount of $400,000
in cash and 31,030 shares of TCI Group Series B Stock in connection with the
InterMedia Transactions. Peter Kern, son of Jerome H. Kern, a director of the
Company, was paid an advisory fee in the amount of 36,364 shares of TCI Group
Series B Stock in connection with the InterMedia Transactions. These fees were
paid by the entities receiving payments from the Company in the InterMedia
Transactions.

The general partner interests in New ICM I, ICM III, ICM IV and ICM VI are
each held by an entity, all of the beneficial interests in which are owned,
directly or indirectly, by Robert J. Lewis. Mr. Hindery will continue to hold a
24.999% general partner interest in Old ICM I, and Mr. Lewis indirectly will
hold a .001% general partner interest in such entity. Mr. Lewis is an
experienced cable executive who was an officer of a subsidiary of the Company
from May 1987 through April 1993.

Dr. Malone, an executive officer and director of the Company, has the power
to direct the voting of the TCI Shares and, if they are issued, the Contingent
TCI Shares pursuant to a voting agreement, and Dr. Malone also has a right of
first refusal with respect to any proposed transfer of the TCI Shares and, if
they are issued, the Contingent TCI Shares. The right of first refusal may be
exercised by Dr. Malone either by the payment of cash or, subject to certain
exceptions, by exchanging shares of TCI Group Series A Stock for the TCI Shares
and Liberty Group Series A Stock for the Contingent TCI Shares to be acquired by
him. If not exercised by Dr. Malone, the right of first refusal may be exercised
by the Company.

The interests of Messrs. Hindery, Fisher and Malone in the InterMedia
Transactions were disclosed to the Board of Directors which approved the
InterMedia Transactions pursuant to a vote in which Messrs. Fisher, Kern and
Malone abstained from voting.

Malone Transactions. Pursuant to a letter agreement dated June 17, 1988
(the "1988 Agreement"), the late Mr. Bob Magness and Kearns each granted Dr.
Malone certain rights with respect to the then Class B Common Stock of the
Company owned by them. In connection with the Estate Swap described under
"Compensation Committee Interlocks and Insider Participation in Compensation
Decisions", Dr. Malone agreed with the Company to forgo the exercise of such
rights and, in consideration thereof, the Company granted Dr. Malone the right
to acquire, at any time and from time to time prior to June 30, 1999, up to
30,545,864 shares of TCI Group Series B Stock for either (or any combination
of): (a) shares of TCI Group Series A Stock on a one-for-one basis; or (b) cash
based on the closing sales price of the TCI Group Series B Stock on Nasdaq for a
specified period prior to the acquisition of such shares by Dr. Malone (the

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"TCI-Estates Agreement"). Similarly, Dr. Malone agreed to forgo exercising his
right under the 1988 Agreement and a later agreement with Kearns dated April 18,
1997 in connection with the 1997 merger of Kearns into a wholly owned subsidiary
of the Company in consideration of the Company's agreement (the "TCI-KT
Agreement") that he may acquire directly from the Company, at any time and from
time to time prior to July 30, 1998, up to 9,112,500 shares of TCI Group Series
B Stock and 3,417,187 shares of Liberty Group Series B Stock in exchange for
equal numbers of shares of TCI Group Series A Stock and Liberty Group Series A
Stock, respectively. Pursuant to the TCI-KT Agreement, on July 24, 1997, Dr.
Malone acquired 7,296,324 shares of TCI Group Series B Stock and 3,417,187
shares of Liberty Group Series B Stock from the Company in exchange for a like
number of shares of TCI Group Series A Stock and Liberty Group Series A Stock
held by Dr. Malone. Dr. Malone waived his right under the TCI-KT Agreement to
acquire the balance of the TCI Group Series B shares. As a result of the
above-described transactions, as of December 1997, Dr. Malone had the right to
acquire an additional 30,545,864 shares of TCI Group Series B Stock in the
aggregate, for cash or shares of TCI Group Series A Stock (the "Malone Right").

In connection with the Magness Settlement, the Malone Group entered into
the Stockholders Agreement described under "Compensation Committee Interlocks
and Insider Participation in Compensation Decisions." Pursuant to such
agreement, among other things, the number of shares subject to the Malone Right
was reduced to 14,511,570 shares of TCI Group Series B Stock, and the Magness
Group was given the right to participate in any acquisition of up to 12,406,238
of the 14,511,570 shares of TCI Group Series B Stock subject to the Malone Right
(on a basis proportionate to the relative ownership by the Magness Group and the
Malone Group of capital stock of TCI having more than one vote per share in the
election of directors). In connection with the Magness Settlement, the Company
also entered into a call agreement with Dr. Malone and his spouse, under which
Dr. Malone and his spouse granted to the Company the right to acquire all of the
shares of Series B Stock owned by them upon Dr. Malone's death or a contemplated
sale of such Series B Stock to third parties, in consideration of the Company's
paying to Dr. Malone $150 million for such right. When such right is triggered,
the Company may acquire the Series B Stock at a price equal to the market price
of the respective Series A common stock of the Company, plus a 10% premium or,
in the event of a sale, the lesser of such price or the price offered by such
third parties. In addition, the Call Agreement states that, if the Company is
sold to a third party, then the maximum premium the Malone Group may receive for
their Series B Stock would be the price paid for the respective Series A common
stock of the Company by said third party, plus a 10% premium. The Call Agreement
also prohibits the Malone Group from disposing of their Series B Stock, except
for certain exempt transfers (such as transfers to related parties or to any
member of the Magness Group or public sales of up to an aggregate of 5% of their
Series B Stock after conversion to the respective Series A common stock) and
except for a transfer made in compliance with the Company's purchase right
described above. If the Company exercises its call right, the Company may also
be required to purchase shares of Series B Stock from members of the Magness
Group who exercise their "tag-along" rights under the Stockholders Agreement.

Transaction with Mr. Gallivan. Prior to becoming a subsidiary of TCI as a
result of the Kearns Merger described below, Kearns and John W. Gallivan, the
former Chairman of the Board of Kearns and a director of the Company, entered
into a Transfer Agreement dated July 30, 1997 (the "Transfer Agreement").
Pursuant to the terms of the Transfer Agreement, Kearns agreed to award Mr.
Gallivan for his services as Chairman and his involvement in the pending Kearns
Merger: (a) a cash payment of $1,562,413; and (b) an assignment of all of Kearns
right, title and interest in and to all patented mining claims owned by Kearns,
including but not limited to royalties, buildings, fixtures, surface rights,
licenses and contracts related thereto, which patented mining claims are valued
at $437,587. With respect to the assignment of the mining claims, Mr. Gallivan
agreed to assume all liabilities with respect thereto and agreed to indemnify
Kearns for any and all liabilities of Kearns, if any, relating to the mining
claims, including those arising from past operations. As of December 31, 1997,
Kearns had made the cash payment to Mr. Gallivan and was in process of
completing the transfers of the mining claims to a corporation designated by Mr.
Gallivan. The parties anticipate the remaining mining claim transfers will be
completed in 1998.

Kearns Merger Transaction. On July 31, 1997, the Company completed the
merger of Kearns with a wholly owned subsidiary of the Company (the "Kearns
Merger"). Kearns was a greater than 5% stockholder

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in the Company and Mr. Gallivan, a director of the Company, was formerly the
Chairman of the Board of Kearns.

In connection with the Kearns Merger, TCI issued approximately 47.2 million
shares of TCI Group Series A Stock to the former stockholders of Kearns. At the
time of the Kearns Merger, Kearns' assets included: The Salt Lake Tribune and
four other regional newspapers in the northwest; miscellaneous real estate
holdings; and other assets including approximately 8.7 million shares of TCI
Group Series A Stock, approximately 9.1 million shares of TCI Group Series B
Stock, approximately 6.6 million shares of Liberty Group Series A Stock and
approximately 3.5 million shares of Liberty Group Series B Stock.

Prior to the Kearns Merger in an unrelated transaction, Dr. Malone
purchased approximately 7.3 million shares of TCI Group Series A Stock from
Knight-Ridder Corporation. Dr. Malone then exchanged with TCI the 7.3 million
shares of TCI Group Series A Stock for a like number of TCI Group Series B Stock
shares. In addition, Dr. Malone exchanged with TCI approximately 3.5 million
shares of Liberty Group Series A Stock for a like number of Liberty Group Series
B Stock. These exchanges were done pursuant to the TCI-KT Agreement described
above in "Malone Transactions" in consideration of Dr. Malone's agreement to
forgo exercising his right under an April 1997 agreement with Kearns and the
Estate of Bob Magness.

Consulting Agreements. Effective January 1, 1996, Mr. Fisher resigned as
an executive officer of the Company and Mr. Fisher and the Company entered into
a consulting agreement. During the term of the consulting agreement, which
extends until January 1, 2006 unless sooner terminated as provided in the
agreement, Mr. Fisher is obligated to provide consulting services for up to 70
hours per month and 700 hours during any period of twelve consecutive months as
and if requested by the Company's chief executive officer. Whether or not his
services are requested, Mr. Fisher will receive compensation as follows: (a)
during the period from January 1, 1996 through December 31, 2000, inclusive, the
rate of $475,000 per annum, increased annually by the amount of $25,000 per
annum in each successive year of such period commencing January 1, 1997; and (b)
from and after January 1, 2001 through the balance of the term of such
consulting agreement, the rate of $500,000 per annum. If he dies before the end
of the term of his consulting services, the Company is required to pay his
designated beneficiaries a lump sum equal to one year's compensation at the
then-current rate. During the term of the agreement, Mr. Fisher will continue to
be entitled to participate in, and to be accorded all rights and benefits under,
all group insurance policies (including, but not limited to, all disability,
life, health and medical insurance policies) maintained by the Company for the
benefit of its employees. The consulting agreement also provides for Mr.
Fisher's personal use of the Company's aircraft and flight crew, limited to an
aggregate value of $35,000 per year.

Under a prior employment agreement between Mr. Fisher and the Company, a
portion of Mr. Fisher's salary was deferred, and the deferred amounts, plus
interest at an annual rate of 13%, were to be paid to him in 240 monthly
installments which would have commenced on the date of termination of his
full-time employment with the Company. The consulting agreement provides for
such payment to be made to Mr. Fisher in 240 monthly installments of $21,425.92
each, without interest, commencing on January 1, 2001, with any remaining
payments due after Mr. Fisher's death being paid in a lump-sum to his designated
beneficiaries. Similarly, Mr. Fisher's 1992 employment agreement with the
Company provided for Mr. Fisher to receive, commencing on termination of his
employment, 240 consecutive monthly salary continuation payments of $6,250,
increased at the rate of 12% per annum, compounded annually from January 1, 1988
to the date of such termination. The consulting agreement provides that such
salary continuation payments will be made in 240 consecutive monthly payments of
$27,271.84 each, without interest, commencing on January 1, 2001, with any
remaining payments due after Mr. Fisher's death being made to his designated
beneficiaries.

Mr. Fisher's consulting agreement provides that during its term, Mr. Fisher
will not be connected in any manner specified in such agreement with any entity
which competes in a material respect with the business of the Company; however,
he may own securities of any corporation listed on a national securities
exchange or quoted on Nasdaq to the extent of an aggregate of 5% of the amount
of such securities outstanding.

Effective March 11, 1995, Mr. Sparkman resigned as an executive officer of
the Company and the Company and Mr. Sparkman entered into a consulting
agreement. During the term of the consulting
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agreement, which extends until September 30, 2002 unless sooner terminated as
provided in the agreement, Mr. Sparkman is required to provide consulting
services for no more than 700 hours per year as and if requested by the
Company's chief executive officer. Whether or not his services are requested,
Mr. Sparkman will receive compensation as follows: (a) during the period from
March 11, 1995 through December 31, 1997, a sum equal to the rate of $773,000
per annum; and (b) from and after January 1, 1998 throughout the balance of the
term, the rate of $500,000 per annum. If he dies before the end of the term of
his consulting services, the Company is required to pay his designated
beneficiaries a lump sum equal to one year's compensation at the then current
rate. During the term of the agreement, Mr. Sparkman will continue to be
entitled to participate in, and to be accorded all rights and benefits under,
all group insurance policies (including, but not limited to, all disability,
life, health and medical insurance policies) maintained by the Company for the
benefit of its employees.

Under a prior employment agreement between Mr. Sparkman and the Company, a
portion of Mr. Sparkman's salary was deferred, and the deferred amounts, plus
interest at an annual rate of 8%, were to be paid to him in 120 monthly
installments which would have commenced on the date of termination of his
full-time employment with the Company. The consulting agreement provides for
such payment to be made to Mr. Sparkman in 120 monthly installments of $7,294.32
each, without interest, commencing on January 1, 1998, with any remaining
payments due after Mr. Sparkman's death being paid in a lump-sum to his
designated beneficiaries. Under Mr. Sparkman's 1993 employment agreement with
the Company, a portion of Mr. Sparkman's salary was deferred, and the deferred
amounts, plus interest at an annual rate of 13%, were to be paid to him in 240
monthly installments which would have commenced on the date of termination of
his full-time employment with the Company. The consulting agreement provides for
such payment to be made to Mr. Sparkman in 240 monthly payments of $15,116.03
each, without interest, commencing on January 1, 1998, with any remaining
payments due after Mr. Sparkman's death being paid in a lump-sum to his
designated beneficiaries. Similarly, Mr. Sparkman's 1993 employment agreement
with the Company provided for Mr. Sparkman to receive, commencing on termination
of his employment, 240 consecutive monthly salary continuation payments of
$6,250, increased at the rate of 12% per annum, compounded annually from January
1, 1988 to the date of such termination. The consulting agreement provides that
such salary continuation payments will be made in 240 consecutive monthly
payments of $19,411.55 each, without interest, commencing on January 1, 1998,
with any remaining payments due after Mr. Sparkman's death being made to his
designated beneficiaries.

Mr. Sparkman's consulting agreement provides that during its term, Mr.
Sparkman will not be connected in any manner specified in such agreement with
any entity which competes in a material respect with the business of the
Company; however, he may own securities of any corporation listed on a national
securities exchange or quoted on Nasdaq to the extent of an aggregate of 5% of
the amount of such securities outstanding.

Effective January 1, 1998, the Company entered into a five year consulting
agreement with Mr. Vierra for Mr. Vierra to provide consulting services to the
Company on the allocation of the Company's resources and other matters generally
and with respect to the international operations of the Company in particular.
Mr. Vierra will not be required to provide more than 700 hours per year in such
consulting services. For such consulting services, the consulting agreement
provides for a fee of $700,000 per annum. Pursuant to the agreement, a portion
of such consulting fee will be deferred at an annual rate of approximately
$250,000 per annum. The deferred amounts will be paid in monthly installments
over a 240-month period commencing on the later of the first business day of the
first full calendar month following December 31, 2002, and the termination of
Mr. Vierra's position as a consultant to the Company. Such deferred amounts will
accrue interest at 8% per annum. In the event of Mr. Vierra's death, all
outstanding deferred amounts will be paid in a lump sum to his beneficiaries.

While Mr. Vierra is a consultant to the Company pursuant to the agreement,
he is entitled to participate in all insurance plans or policies adopted for the
benefit of the Company's employees. The consulting agreement provides that all
options for the Company common stock and TINTA common stock held by Mr. Vierra
are now vested in full. In addition, restricted stock awards for TINTA common
stock shall vest upon the expiration of the terms provided by the agreements
evidencing their respective grants.
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Upon termination of the consulting agreement by the Company, the Company
will pay all remaining compensation due under the agreement for the balance of
the term of the agreement. Upon Mr. Vierra's death during the term of the
consulting agreement, the Company will pay to Mr. Vierra's beneficiaries a lump
sum in an amount equal to one year's compensation amount. The consulting
agreement provides further that during the term of the agreement, Mr. Vierra
will not be connected in any manner with any entity which directly competes in a
material respect with the business of the Company or any of its majority-owned
subsidiaries, including International. Mr. Vierra may, however, own securities
of any corporation listed on a national securities exchange or quoted on Nasdaq
to the extent of an aggregate of 5% of the amount of such securities
outstanding. In addition, Mr. Vierra may provide consulting services to others
if approved by the Company's chief executive officer.

The Company has a consulting agreement with Peter Kern, who is the son of
Jerome Kern, a director of and consultant to the Company. Pursuant to such
agreement, Peter Kern provides consulting services to the Company on business
transactions. For such consulting services, Peter Kern receives a fee of
$350,000 per annum.

Miscellaneous. On July 23, 1997, the Board of Directors approved the grant
to Jerome H. Kern, a director of the Company, of options in tandem with stock
appreciation rights to acquire 1,050,000 shares of TCI Group Series A Stock at
an initial exercise price of $14.625 per share, 843,750 shares of Liberty Group
Series A Stock at an initial exercise price of $22.25 per share, and 900,000
shares of Ventures Group Series A Stock at an initial exercise price of $7.31
per share. Additionally, on December 29, 1997, the Board of Directors approved
the grant to Mr. Kern of options in tandem with stock appreciation rights to
acquire 350,000 shares of TCI Group Series A Stock at an initial exercise price
of $15.62 per share, 250,000 shares of Liberty Group Series A Stock at an
initial exercise price of $25.38 per share, and 300,000 shares of Ventures Group
Series A Stock at an initial exercise price of $7.81 per share.

On January 12, 1998, the Company purchased approximately 12.4 million
shares of Series A Common Stock of UVSG, held by Lawrence Flinn, Jr., UVSG's
Chairman Emeritus. As part of the transaction, which encompassed the total
number of UVSG shares held by Mr. Flinn, the Company issued approximately 12.7
million shares of Ventures Group Series A Stock and approximately 7.3 million
shares of Liberty Group Series A Stock to Mr. Flinn.

The Company believes that the foregoing business dealings with management
during 1996 and 1997 were based upon terms no less advantageous to the Company
than those which would be available in dealing with unaffiliated persons.

CERTAIN BUSINESS RELATIONSHIPS.

Jerome H. Kern, a director of TCI, is special counsel with the law firm of
Baker & Botts, L.L.P., the principal outside counsel for TCI. Fees paid to Baker
& Botts, L.L.P. by TCI and its consolidated subsidiaries did not exceed five
percent of Baker & Botts' gross revenues for the 1997 fiscal year.

Satellite Transactions. John Malone is currently the Chief Executive
Officer, Chairman of the Board and a director of TCI and is also the Chairman of
the Board and a director of Satellite. Dr. Malone is also a principal
stockholder of both TCI and Satellite.

On March 6, 1998, the stockholders of Satellite voted to approve a two step
roll-up plan which consisted of: (a) the contribution of substantially all
Satellite's assets and liabilities to a newly formed corporation (referred to
herein as "New PRIMESTAR"), and the concurrent contribution to New PRIMESTAR by
Satellite's existing partners of their respective interests in the PRIMESTAR
digital satellite business (collectively, the "Restructuring Transaction"); and
(b) subject to regulatory approval and other conditions, the subsequent merger
of Satellite with and into New PRIMESTAR, in a transaction in which Satellite's
outstanding common shares will be converted into common shares of New PRIMESTAR.
On April 1, 1998, the Restructuring Transaction was consummated.

Since the consummation of the Satellite Distribution, Satellite and TCI
have operated independently. However, for purposes of governing certain of the
ongoing relationships between Satellite and TCI after the
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Satellite Distribution, and to provide mechanisms for an orderly transition,
Satellite and TCI entered into various agreements in connection with the
Satellite Distribution, including those agreements described below. Certain of
such agreements have recently terminated or expired, or have been modified in
connection with the Restructuring Transaction.

Reorganization Agreement. On December 4, 1996, the Satellite
Distribution was consummated (the "Satellite Distribution Date"), and TCI, TCIC
and a number of other TCI subsidiaries, including Satellite, entered into a
reorganization agreement (the "Reorganization Agreement"), which provided for,
among other things, the principal corporate transactions required to effect the
Satellite Distribution, the conditions thereto and certain provisions governing
the relationship between Satellite and TCI with respect to and resulting from
the Satellite Distribution.

Pursuant to the Reorganization Agreement, Satellite assumed TCI's
obligations under options granted to Brendan R. Clouston, a former executive
officer of TCI, Larry E. Romrell, an executive officer of TCI, and David P.
Beddow, an executive officer of certain subsidiaries of TCI, to purchase shares
of SATCo Series A Stock representing 1.0%, 1.0% and 0.5%, respectively, of the
shares of SATCo Series A Stock issued and outstanding on the Satellite
Distribution Date, determined immediately after giving effect to the Satellite
Distribution but before giving effect to the issuance of the shares of SATCo
Series A Stock issuable upon exercise of such options. Further, pursuant to the
Reorganization Agreement, Satellite granted to TCI an option to purchase up to
4,765,000 shares of SATCo Series A Stock (as such number may be adjusted to
reflect stock dividends, stock splits and the like), for a purchase price equal
to the par value of such shares, as necessary to satisfy TCI's obligations to
deliver shares of SATCo Series A Stock upon conversion of certain TCI
convertible securities. During the year ended December 31, 1997, Satellite
issued to TCI under this arrangement 258,000 shares of SATCo Series A Stock for
an aggregate consideration of $258,000.

Transition Services Agreement. During 1997, pursuant to a transition
services agreement entered into in connection with the Satellite Distribution
(the "Transition Services Agreement"), TCI provided to Satellite certain
services including: (a) tax reporting, financial reporting, payroll, employee
benefit administration, workers' compensation administration, telephone, fleet
management, package delivery, management information systems, billing, lock box
and remittance processing and risk management services; (b) other services
typically performed by TCI's accounting, finance, treasury, corporate, legal,
tax, benefits, insurance, facilities, purchasing, fleet management and advanced
information technology department personnel; (c) use of telecommunications and
data facilities and of systems and software developed, acquired or licensed by
TCI from time to time for financial forecasting, budgeting and similar purposes,
including without limitation, any such software for use on personal computers,
in any case to the extent available under copyright law or any applicable
third-party contract; (d) technology support and consulting services; and (e)
such other management, supervisory, strategic planning or other services as
Satellite and TCI determined to be necessary or desirable.

Pursuant to the Transition Services Agreement, TCI agreed to provide
Satellite with certain most-favored-customer rights to programming services that
TCI or a wholly owned subsidiary of TCI may own in the future and provide access
to any volume discounts that may be available to TCI for purchase of home
satellite dishes, satellite receivers and other equipment.

As compensation for services rendered to Satellite and for the benefits
made available to Satellite pursuant to the Transition Services Agreement,
Satellite was required to pay TCI a fee of $1.50 per qualified subscribing
household or other residential or commercial unit (counted as one subscriber
regardless of the number of satellite receivers) per month, up to a maximum of
$3 million per month, and reimburse TCI quarterly for direct, out-of-pocket
expenses incurred by TCI to third parties in providing the services. During the
year ending on December 31, 1997, Satellite was charged $11,579,000 pursuant to
the Transition Services Agreement. Pursuant to the terms of the Restructuring
Transaction, the Transition Services Agreement was terminated.

Tax Sharing Agreement. Through the Satellite Distribution Date,
Satellite's results of operations were included in TCI's consolidated U.S.
federal income tax returns, in accordance with the existing tax sharing
arrangements among TCI and its consolidated subsidiaries. Effective July 1,
1995, TCI, TCIC and
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certain other subsidiaries of TCI entered into a tax sharing agreement (the
"1995 Tax Sharing Agreement"), which formalized such pre-existing tax sharing
arrangements and implemented additional procedures for the allocation of certain
consolidated income tax attributes and the settlement of certain intercompany
tax allocations. The 1995 Tax Sharing Agreement encompasses U.S. federal, state,
local and foreign tax consequences and relies upon the Code and any applicable
state, local and foreign tax law and related regulations. In connection with the
Satellite Distribution, the 1995 Tax Sharing Agreement was amended to provide
that Satellite be treated as if it had been a party to the 1995 Tax Sharing
Agreement, effective July 1, 1995.

In connection with the Restructuring Transaction, Satellite and TCI entered
into a tax sharing agreement dated as of June 1997, to confirm that pursuant to
the amended 1995 Tax Sharing Agreement: (a) neither Satellite nor any of its
subsidiaries has any obligation to indemnify TCI, TCI's tax consolidated
subsidiaries, or the TCI shareholders for any tax resulting from the Satellite
Distribution failing to qualify as a tax-free distribution pursuant to Section
355 of the Code; (b) TCI is obligated to indemnify Satellite and its
subsidiaries for any taxes resulting from the Satellite Distribution failing to
qualify as a tax-free distribution pursuant to Section 355 of the Code; (c) to
the best knowledge of TCI, Satellite's total payment obligation under the 1995
Tax Sharing Agreement could not reasonably be expected to exceed $5 million; and
(d) the sole agreement between TCI or the TCI's tax consolidated subsidiaries,
on the one hand, and Satellite or any of its subsidiaries, on the other,
relating to taxes is the 1995 Tax Sharing Agreement.

Indemnification Agreements. On the Satellite Distribution Date,
Satellite entered into an indemnification agreement with each of TCIC and TCI UA
1, Inc. ("TCI UA 1"), an indirect subsidiary of TCIC. As of December 31, 1997,
Satellite and each of TCIC and TCI UA 1 entered into amendments to such
indemnification agreements (collectively, as amended, the "Indemnification
Agreements" and individually, each the "Indemnification Agreement"). The
Indemnification Agreement with TCIC provides for Satellite to reimburse TCIC for
any amounts drawn under an irrevocable transferable letter of credit issued for
the account of TCIC to support Satellite's share of certain obligations to
PRIMESTAR Partners, L.P. (the "Partnership") under an agreement with GE American
Communications, Inc. with respect to the Partnership's use of transponders on a
satellite. The drawable amount of such letter of credit was $25,000,000 at
December 31, 1997. TCIC has agreed to extend its obligation to provide such
letter of credit through June 30, 1999.

The Indemnification Agreement with TCI UA 1 provides for Satellite to
reimburse TCI UA 1 for any amounts drawn under an irrevocable transferable
letter of credit issued for the account of TCI UA 1 (the "TCI UA 1 Letter of
Credit") which supports a credit facility of the Partnership that was obtained
to finance advances for the construction of a certain satellite. The drawable
amount of the TCI UA 1 Letter of Credit was $141,250,000 at December 31, 1997.
TCI UA 1 has agreed to maintain the TCI UA 1 Letter of Credit through June 30,
1999.

The Indemnification Agreements further provide for Satellite to indemnify
and hold harmless TCIC and TCI UA 1 and certain related persons from and against
any losses, claims, and liabilities arising out of the respective letters of
credit or any drawings thereunder. The payment obligations of Satellite to TCIC
and TCI UA 1 under such Indemnification Agreements are subordinated in right of
payment with respect to Satellite's obligations under its bank credit
facilities. During the year ended December 31, 1997, the aggregate amount paid
by Satellite to TCI under the Indemnification Agreements was $706,000. Such
amount represents the aggregate fees incurred by TCI with respect to the TCI UA
1 Letter of Credit.

Pursuant to the Restructuring Transaction, New PRIMESTAR assumed the rights
and obligations of Satellite under the Indemnification Agreements, including the
reimbursement obligations in favor of TCIC and TCI UA 1.

Trade Name and Service Mark License Agreement. Pursuant to a Trade Name
and Service Mark License Agreement (the "License Agreement"), TCI granted to
Satellite, for an initial term of three years following the Satellite
Distribution, a non-exclusive, non-assignable license to use certain trade names
and service marks specifically identified in the License Agreement, including
the mark "TCI" in the context of the digital satellite business. The License
Agreement provides, among other things, that all advertising, promotion
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and use of certain of TCI's trade names and service marks by Satellite shall be
consistent with TCI guidelines and standards, as well as subject to TCI approval
in certain circumstances. Since the Satellite Distribution, Satellite has taken
steps to phase out the use of the TCI names and marks covered by the License
Agreement, except in connection with its corporate name. Satellite and TCI
amended the License Agreement immediately prior to the closing of the
Restructuring Transaction to reflect such limited use.

Fulfillment Agreement. In the past, TCIC provided Satellite with
certain customer fulfillment services with respect to the customers of the
PRIMESTAR(R) medium power service which were enrolled by Satellite's direct
sales force or the national call center. Charges for such services were
allocated to Satellite by TCIC based on scheduled rates.

During 1997 and pursuant to a fulfillment agreement entered into in
connection with the Satellite Distribution (the "Fulfillment Agreement"), TCIC
provided fulfillment services to Satellite with respect to customers of the
PRIMESTAR(R) medium power satellite service. Such services included
installation, maintenance, retrieval, inventory management and other customer
fulfillment services. Among other matters, the Fulfillment Agreement: (a) set
forth the responsibilities of TCIC with respect to fulfillment services,
including performance standards; (b) provided for TCIC's fulfillment sites to be
connected to the billing and information systems used by Satellite, allowing for
on-line scheduling and dispatch of installation and other service calls; and (c)
provided scheduled rates to be charged to Satellite for the various customer
fulfillment services to be provided by TCIC. Satellite retained sole control
under the Fulfillment Agreement to establish the retail prices and other terms
and conditions on which installation and other services were provided to
Satellite's customers. The Fulfillment Agreement also provided that, during the
term of the Fulfillment Agreement, TCIC would not provide fulfillment services
to any other Ku-band, Ka-band, DBS, BSS, FSS, C-band, wireless or other similar
or competitive provider or distributor of television programming services (other
than traditional cable). The Fulfillment Agreement, as amended, terminated in
accordance with its terms effective December 31, 1997. During the year ended
December 31, 1997, the aggregate amount paid by Satellite to TCIC for
fulfillment services was $54,823,000.

TCIC Credit Facility. In connection with the Satellite Distribution,
Satellite and TCIC entered into a credit agreement (the "TCIC Credit Facility"),
which among other things, provided for a revolving credit facility. In
connection with the February 1997 issuance of certain notes by Satellite and the
March 1997 determination that a certain satellite was commercially operational,
borrowing availability pursuant to the TCIC Credit Facility was terminated.

Call Center LLC. In March 1997, Satellite and TCI agreed to form a
limited liability company (the "Call Center LLC") through which Satellite and
TCI were to conduct various customer call service operations. The initial
ownership interests of Satellite and TCI in the Call Center LLC were to be 28%
and 72%, respectively. In June 1997, Satellite and TCI agreed not to form the
Call Center LLC. In March 1997, TCI began providing customer call services to
Satellite based upon a per call charge. Charges for such services aggregated
$12,173,000 in 1997.

Other Arrangements. As a result of the Satellite Distribution, TCI and
Satellite entered into a Share Purchase Agreement, which obligates TCI and
Satellite to sell to each other from time to time, at the then current market
price, shares of TCI Group Series A Stock and SATCo Series A Stock,
respectively, as necessary to satisfy their respective obligations under the TCI
Group Series A Options and SATCo Options held by their respective employees and
non-employee directors. During the year ended December 31, 1997, Satellite
issued 33,000 shares of SATCo Series A Stock to TCI for an aggregate
consideration of $213,000 under this arrangement.

During the year ended December 31, 1997, Satellite purchased from the
Company, at the Company's cost, certain telephony services aggregating
$4,901,000.

Certain officers of Satellite who were officers or directors of TCI and/or
TCIC prior to the Satellite Distribution received undertakings of
indemnification from TCI and/or TCIC. Such undertakings survived the Satellite
Distribution.

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INDEBTEDNESS OF MANAGEMENT.

On March 4, 1997, Dr. Malone received an advance from a wholly owned
subsidiary of TCI in the amount of $5,787,505. On March 5, 1997, Dr. Malone
received a second advance from a wholly owned subsidiary of the Company in the
amount of $5,813,755. The terms of the advances were memorialized by a
promissory note entered into by Dr. Malone. The interest rate on such loans is
1% over the one-month LIBOR rate compounded annually. As of December 31, 1997,
$723,000 of interest was accrued on the note. Principal outstanding on the note
is due March 31, 1999 and interest is payable annually on March 1 of each year.
Dr. Malone used the proceeds of the advances to purchase shares of SATCo Series
A Stock. In addition, Mr. Fisher has entered into five promissory notes with
certain subsidiaries of the Company. See "Transactions with Management and
Others -- Transactions with Mr. Fisher" above for additional information
concerning these notes.

1998 INCENTIVE PLAN PROPOSAL

INTRODUCTION

The Board of Directors adopted the Tele-Communications, Inc. 1998 Incentive
Plan (the "1998 Plan") to provide a means whereby employees of the Company and
its subsidiaries and independent contractors providing services to the Company
or its subsidiaries ("Eligible Participants" or individually, an "Eligible
Participant") may be awarded additional remuneration for services rendered and
encouraged to invest in capital stock of the Company, thereby increasing such
Eligible Participants' proprietary interest in the Company's businesses,
encouraging such Eligible Participants to remain in the employ of the Company or
its subsidiaries, and increasing such Eligible Participants' personal interest
in the continued success and progress of the Company and its subsidiaries.
Accordingly, on April 20, 1998, the Board of Directors adopted the 1998 Plan and
directed that the 1998 Incentive Plan Proposal be submitted to a vote of the
stockholders of the Company at the Annual Meeting.

Only the Eligible Participants may receive awards under the 1998 Plan.
There are approximately 32,000 employees eligible to receive awards under the
1998 Plan. The number of independent contractors eligible to receive awards
under the 1998 Plan is not determinable. The Compensation Committee of the Board
of Directors is invested with broad authority to select Eligible Participants to
receive awards under the 1998 Plan. The Compensation Committee may take into
account the nature of the services rendered by the Eligible Participant, and the
present and past contributions of the Eligible Participant.

NEW PLAN BENEFITS

On December 16, 1997, the Compensation Committee of the Board of Directors
granted Dr. Malone stock options in tandem with stock appreciation rights to
acquire an aggregate of 2,800,000 shares of Ventures Group Series B Stock (as
adjusted for the 1998 Ventures Stock Dividend). The exercise price of such stock
options in tandem with stock appreciation rights is $10.37 per share (as
adjusted). None of Dr. Malone's options are exercisable until December 16, 1998.
The options will be exercisable on a cumulative basis with 20% of the total
number of shares subject to such options exercisable on December 16, 1998, and
with respect to the remaining shares of Ventures Group Series B Stock subject to
any such options, such options will be exercisable with respect to an additional
20% as of the second, third, fourth and fifth anniversaries of December 16,
1997. The total present dollar value (using the Black-Scholes model) of such
grant to Dr. Malone was $24,542,000 on the date of grant. For a further
discussion of this grant, see "CONCERNING MANAGEMENT -- Executive
Compensation -- Summary Compensation Table of the Company" and "CONCERNING
MANAGEMENT -- Executive Compensation -- Option/SAR Grants Table of the Company."

Except for the grant made under the 1998 Plan to Dr. Malone discussed
above, the benefits or the amounts that would have been granted in 1997 or which
will be granted in the future under the 1998 Plan to eligible participants are
not determinable. The amounts and benefits are not determinable because the
Compensation Committee of the Company has complete discretion over the making of
any awards under the
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1998 Plan and, as a result, may choose to make awards or may choose to decline
to make awards in accordance with the Compensation Committee's then existing
policies and in accordance with the terms of the 1998 Plan. The 1998 Plan and
the aforementioned grant made thereunder are subject to, and will become
effective upon approval of, the 1998 Incentive Plan Proposal by the requisite
vote of the stockholders at the Annual Meeting.

The market value of the respective series of common stock of the Company
subject to award under the 1998 Plan is as follows: $317,500,000 of TCI Group
Series A Stock and TCI Group Series B Stock; $244,200,000 of Liberty Group
Series A Stock and Liberty Group Series B Stock; and $127,500,000 of Ventures
Group Series A Stock and Ventures Group Series B Stock. Such market values are
based on the maximum number of shares of such series eligible to be awarded
under the 1998 Plan multiplied by the last reported sales price of the
respective Series A Stock on Nasdaq on April 16, 1998. Such sales prices were:
$31.75 for TCI Group Series A Stock; $32.56 for Liberty Group Series A Stock;
and $17.00 for Ventures Group Series A Stock.

DESCRIPTION OF THE 1998 PLAN

A copy of the 1998 Plan is attached hereto as Appendix A. The discussion of
the 1998 Plan set forth below is subject to, and qualified in its entirety by
reference to, the 1998 Plan.

General. The 1998 Plan provides: (a) for stock-based awards to be made in
respect of a maximum of 10 million shares of any combination of TCI Group Series
A Stock or TCI Group Series B Stock, a maximum of 7.5 million shares of any
combination of Liberty Group Series A Stock or Liberty Group Series B Stock, and
a maximum of 7.5 million shares of any combination of Ventures Group Series A
Stock or Ventures Group Series B Stock (all of which are subject to certain
adjustments described below); and (b) for cash awards in amounts determined by
the Compensation Committee. The TCI Group Series A Stock, Liberty Group Series A
Stock, Ventures Group Series A Stock, TCI Group Series B Stock, Liberty Group
Series B Stock, and Ventures Group Series B Stock shall be hereinafter
collectively referred to as the "Common Stock."

Awards may be made as grants of stock options ("Options"), stock
appreciation rights ("SARs"), restricted shares ("Restricted Shares"), stock
units ("Stock Units"), performance awards ("Performance Awards"), cash, or any
combination thereof (collectively, "Awards"). Shares in respect of which Awards
are made may be either authorized but unissued shares of the Common Stock or
issued shares reacquired by the Company, including shares purchased in the open
market. Shares of the Common Stock that are subject to Awards that expire,
terminate or are annulled for any reason without having been exercised (or, with
respect to tandem SARs deemed exercised, by virtue of the exercise of a related
Option), or are Restricted Shares or Stock Units that are forfeited prior to
becoming vested, or are subject to Awards of SARs that are exercised for cash,
will be returned to the pool of shares available for grant under the 1998 Plan.

The 1998 Plan will be administered by the Compensation Committee of the
Board of Directors, or such other committee as the Board of Directors may in the
future appoint, which shall be comprised of at least two persons. Each member of
the Compensation Committee must be a member of the Board of Directors. The
current members of the Compensation Committee of the Company are Messrs. Gould
and Magness. See "CONCERNING MANAGEMENT -- Committees of the Board of Directors"
above.

The Compensation Committee will have broad discretion in administering the
1998 Plan, and is authorized, subject only to the express provisions of the 1998
Plan, to determine the persons to whom Awards may be made, to determine the
terms and conditions (which need not be identical) of each Award (including the
timing of the grant, the type of Award granted, the pricing and the amount of
the Award and terms related to vesting, exercisability, forfeiture and
termination), and to interpret the provisions of the 1998 Plan and each
agreement relating to Awards granted under the 1998 Plan. The determinations of
the Compensation Committee are final and binding upon all participants.

Stock Options. Options granted pursuant to the 1998 Plan may be either
incentive stock options ("Incentive Options") within the meaning of Section 422
of the Code, or nonqualified stock options

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("Nonqualified Option"), which do not qualify under Section 422. The
Compensation Committee is authorized to designate an Option as an Incentive
Option or a Nonqualified Option.

The exercise price of all Options granted under the 1998 Plan will be fixed
by the Compensation Committee, and may be more than, less than or equal to the
fair market value of the Common Stock subject to the Option as of the date the
Option is granted. Except as otherwise provided in the 1998 Plan regarding the
substitution for or the adjustment of Awards in connection with certain
transactions, no participant may be granted in any calendar year Options
covering more than three million shares of any series of the Common Stock
eligible for Awards (as adjusted for stock splits, etc.).

Subject to the provisions of the 1998 Plan with respect to death,
retirement and termination of employment, the term of each Option shall be for
such period as the Compensation Committee shall determine as set forth in the
applicable agreement relating to the Award. An Option granted under the 1998
Plan shall become (and remain) exercisable during the term of the Option to the
extent provided in the applicable agreement relating to the Award and the 1998
Plan and, unless the applicable agreement relating to the Award otherwise
provides, may be exercised to the extent exercisable, in whole or in part, at
any time and from time to time during such term; provided, however, that
subsequent to the grant of an Option, the Compensation Committee, at any time
before complete termination of such Option, may accelerate the time or times at
which such Option may be exercised in whole or in part (without reducing the
term of such Option).

An Option may be exercised by written notice to the Company in accordance
with the terms of the applicable agreement and in accordance with the procedures
established by the Compensation Committee. The method of payment of the exercise
price of an Option, and of the amount required to satisfy applicable federal,
state and local withholding tax requirements, will be determined by the
Compensation Committee and may consist of cash, a check, a promissory note, the
surrender of certain already owned shares of the Common Stock (in the case of
Options on TCI Group Series A Stock or TCI Group Series B Stock, the surrender
of already owned shares of TCI Group Series A Stock or TCI Group Series B Stock,
in the case of Options on Liberty Group Series A Stock or Liberty Group Series B
Stock, the surrender of already owned shares of Liberty Group Series A Stock or
Liberty Group Series B Stock, and in the case of Options on Ventures Group
Series A Stock or Ventures Group Series B Stock, the surrender of already owned
shares of Ventures Group Series A Stock or Ventures Group Series B Stock), the
withholding of shares of the applicable series of Common Stock issuable upon
exercise of such Option, the delivery of a properly executed exercise notice and
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds required to pay the purchase price, any
combination of the foregoing methods of payment or such other consideration and
method of payment as may be permitted for the issuance of shares under the DGCL.
The permitted method or methods of payment of the Option exercise price and
applicable withholding taxes, if other than cash, shall be set forth in the
agreement relating to the Award and may be subject to such conditions as the
Compensation Committee deems appropriate.

Shares of the Common Stock surrendered in payment in whole or in part of
the Option exercise price and applicable withholding taxes, and shares of the
Common Stock issuable upon exercise of an Option that are withheld for such
purposes, will be valued at their fair market value on the date of exercise. In
general, fair market value is determined by reference to the last sale price for
shares of the applicable series as reported on Nasdaq on the relevant date. The
Compensation Committee will have the right in its sole discretion to approve or
disapprove any election by the holder to have shares withheld to pay the Option
exercise price or withholding taxes.

Unless otherwise determined by the Compensation Committee and provided in
the applicable agreement, Options shall not be transferable other than by will
or the laws of descent and distribution or pursuant to a domestic relations
order and, except as otherwise required pursuant to a domestic relations order,
Options may be exercised during the lifetime of the holder thereof only by such
holder (or his or her court appointed legal representative).

Stock Appreciation Rights. A SAR may be granted under the 1998 Plan to the
holder of an Option (a "Related Option") with respect to all or a portion of the
shares of the Common Stock subject to the
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<PAGE> 59

Related Option (a "Tandem SAR") or may be granted separately to an eligible
person (a "Free Standing SAR"). A Tandem SAR may be granted either concurrently
with the grant of the Related Option or (if the Related Option is a Nonqualified
Option) at any time thereafter and prior to the complete exercise, termination,
expiration or cancellation of the Related Option. A Tandem SAR will be
exercisable only at the time and to the extent that the Related Option is
exercisable and may be subject to such additional limitations on exercisability
as the related agreement may provide and in no event after the complete
termination or full exercise of the Related Option. Upon exercise of a Tandem
SAR, the Related Option will be deemed to have been exercised to the extent of
the number of shares of Common Stock with respect to which such Tandem SAR is
exercised. Upon the exercise or termination of the Related Option, the Tandem
SAR will be canceled automatically to the extent of the number of shares of the
Common Stock with respect to which the Related Option was so exercised or
terminated. Free Standing SARs will be exercisable at the time, to the extent
and upon the terms and conditions determined by the Compensation Committee and
set forth in the agreement relating to the Award. No participant may be granted
in any calendar year SARs covering more than 3 million shares of Common Stock
(as adjusted for stock splits, etc.).

The base price of a Tandem SAR will be the same as the exercise price of
the Related Option unless the Compensation Committee provides for a higher base
price. The base price of a Free Standing SAR will not be less than the fair
market value of the applicable Common Stock on the date of grant of the Free
Standing SAR. Upon exercise of a SAR, the holder will be entitled to receive
from the Company, for each share of the applicable series of Common Stock with
respect to which the SAR is exercised, an amount equal to the excess of the fair
market value of a share of such Common Stock on the date of exercise over the
base price per share of such SAR. Such amount shall be paid in cash, shares of
the applicable series of Common Stock (valued at their fair market value on the
date of exercise of the SAR) or a combination thereof as specified in the
agreement relating to the Award or, if so provided in the agreement, either as
determined by the Compensation Committee in its sole discretion or as elected by
the holder. The Compensation Committee will have the right in its sole
discretion to approve or disapprove any election by the holder to receive cash
in full or partial settlement of a SAR. Unless the Compensation Committee shall
otherwise determine, to the extent a Free Standing SAR is exercisable, it will
be exercised automatically for cash on its expiration date.

The agreement relating to an Award of SARs may provide for a limit on the
amount payable to a holder upon exercise of SARs at any time or in the
aggregate, for a limit on the number of SARs that may be exercised by the holder
in whole or in part for cash during any specified period, for a limit on the
time periods during which a holder may exercise SARs and for such other limits
on the rights of the holder and other terms and conditions as the Compensation
Committee may determine.

Unless otherwise determined by the Compensation Committee and provided in
the applicable agreement, SARs shall not be transferable other than by will or
the laws of descent and distribution or pursuant to a domestic relations order
and, except as otherwise required pursuant to a domestic relations order, SARs
may be exercised during the lifetime of the holder thereof only by such holder
(or his or her court appointed legal representative).

Restricted Shares. At the time of any Award of Restricted Shares, the
Compensation Committee will designate a period of time which must elapse (the
"Restriction Period") and may impose such other restrictions, terms and
conditions that must be fulfilled, before the Restricted Shares will become
vested. The Compensation Committee may determine that: (a) Restricted Shares
will be issued at the beginning of the Restriction Period, in which case, such
shares will constitute issued and outstanding shares of Common Stock for all
corporate purposes; or (b) Restricted Shares will not be issued until the end of
the Restriction Period, in which case, the holder will have none of the rights
of a stockholder with respect to the shares of Common Stock covered by such
Award until such shares shall have been issued to such holder at the end of the
Restriction Period. The holder will have the right to vote Restricted Shares
issued at the beginning of the Restriction Period and to receive such dividends
and other distributions as the Compensation Committee may, in its sole
discretion, designate which are paid or distributed on such Restricted Shares,
and generally to exercise all other rights as a holder of Common Stock, except
that, until the end of the Restriction Period: (a) such holder will not be
entitled to take possession of the stock certificates representing the
Restricted Shares; (b) such holder may not sell, transfer or otherwise dispose
of the Restricted Shares; and (c) other
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than such dividends and other distributions as the Compensation Committee may
designate, the Company will retain custody of all dividends and distributions
made or declared with respect to the Restricted Shares ("Retained
Distributions") and such Retained Distributions shall not bear interest or be
segregated in a separate account. In the case of Restricted Shares issued at the
end of the Restriction Period, the holder will be entitled to receive, to the
extent specified by the Compensation Committee, cash or property corresponding
to all dividends and other distributions (or the economic equivalent thereof)
that would have been paid, made or declared on such Restricted Shares had such
shares been issued at the beginning of the Restriction Period (collectively,
"Dividend Equivalents"), and such Dividend Equivalents will be paid as specified
by the Compensation Committee in the applicable Award agreement. A breach of any
restrictions, terms or conditions established by the Compensation Committee with
respect to any Award of Restricted Shares will cause a forfeiture of such
Restricted Shares and any Retained Distributions (including any unpaid Dividend
Equivalents) with respect thereto. The 1998 Plan also provides that the
Compensation Committee may authorize awards of cash to a holder of Restricted
Shares, payable at any time after the Restricted Shares become vested.

Upon expiration of the applicable Restriction Period and the satisfaction
of any other applicable conditions, all or part of the Restricted Shares and any
Retained Distributions thereon (including any unpaid Dividend Equivalents) will
become vested and all or part of any cash amount awarded will become payable.
Any Restricted Shares and Retained Distributions thereon (including any unpaid
Dividend Equivalents) which do not vest will be forfeited.

Stock Units. The 1998 Plan also authorizes the Compensation Committee to
grant to eligible persons, either alone or in addition to Options, SARs and
Restricted Shares, awards of Stock Units consisting of Common Stock and other
awards that are valued in whole or in part by reference to, or are otherwise
based on, the fair market value of the Common Stock ("Stock Units"). The
Compensation Committee will determine all terms and conditions of such Awards,
including any restrictions (including restrictions on transfer), deferral
periods, or performance requirements. The provisions of any Award of Stock Units
need not be the same with respect to each recipient and are subject to such
rules as the Compensation Committee may establish at the time of grant.

Performance Awards. Performance Awards consist of grants made to an
eligible person subject to the attainment of one or more performance goals. A
Performance Award will be paid, vested or otherwise deliverable solely upon the
attainment of one or more pre-established, objective performance goals
established by the Compensation Committee prior to the earlier of: (a) 90 days
after the commencement of the period of service to which the performance goals
relate; and (b) the elapse of 25% of the period of service, and in any event
while the outcome is substantially uncertain. A performance goal may be based
upon one or more business criteria that apply to the eligible person, one or
more business units of the Company or the Company as a whole, and may include
any of the following: revenue, net income, stock price, market share, earnings
per share, cash flow, return on equity, return on assets or decrease in costs.
Subject to the foregoing, the terms, conditions and limitations applicable to
any Performance Award will be determined by the Compensation Committee.

Any Performance Awards granted under the 1998 Plan will be limited so that
no individual may be granted Performance Awards consisting of cash or in any
other form permitted under the 1998 Plan (other than any Awards consisting of
Options or SARs or otherwise consisting of shares of Common Stock or units
denominated in such shares, or, in either case, additional cash amounts related
to such an Award) in respect of any one-year period having a value determined on
the date of grant in excess of $10,000,000.

Effect of Termination of Employment. Under the terms of the 1998 Plan, if
the employment of the holder of an Award terminates by reason of death or total
disability, then, unless the agreement relating to such Award provides
otherwise: (a) all outstanding Options and SARs granted in such Award will
become immediately exercisable in full in respect of the aggregate number of
shares covered thereby; (b) the Restriction Period for all Restricted Shares
granted in such Award will be deemed to have expired and all such Restricted
Shares, any related Retained Distributions and any unpaid Dividend Equivalents
will become vested and any cash amounts payable pursuant to the related
agreement will be adjusted in such manner as

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may be provided in such agreement; (c) all Stock Units will become vested in
full; and (d) Performance Awards will become vested in full.

Under the terms of the 1998 Plan, if the employment of the holder of an
Award is terminated during the Restriction Period with respect to any Restricted
Shares, or prior to the complete exercise (or deemed exercise thereof) of any
Option or SAR or the vesting or complete exercise of any Stock Units, or the
vesting of any Performance Awards, then such Options, SARs, Stock Units and
Performance Awards will thereafter be exercisable, and the holder's rights to
any such unvested Restricted Shares, Retained Distributions, unpaid Dividend
Equivalents and cash amounts and any such unvested Stock Units will thereafter
vest, only to the extent provided by the Compensation Committee in the agreement
relating to such Award, except that: (a) if the holder's employment terminates
by reason of death or total disability then any Option or SAR will remain
exercisable for a period of at least one year after such termination; and (b) if
the holder's employment is terminated for cause (as defined in the applicable
agreement or the 1998 Plan) then: (i) such employee's rights to all Restricted
Shares, Retained Distributions, unpaid Dividend Equivalents and any cash amounts
covered by such Award will be forfeited immediately; (ii) all Options and SARs
and all unvested or unexercised Stock Units will immediately terminate; and
(iii) such employee's interest in all unvested Performance Awards will be
forfeited immediately.

Additional Provisions. Unless otherwise provided by the Compensation
Committee in the agreement relating to an Award, each Award will vest and become
exercisable in full upon the occurrence of any of the following change in
control transactions: (a) the Board of Directors (or stockholders, if Board of
Directors approval is not required by law) approves any of the following
transactions (each an "Approved Transaction"): (i) any consolidation or merger
of the Company, or binding share exchange, pursuant to which shares of common
stock of the Company would be changed or converted into or exchanged for cash,
securities or other property, other than any such transaction in which the
common stockholders of the Company immediately prior to such transaction have
the same proportionate ownership of the common stock of, and voting power with
respect to, the surviving corporation immediately after such transaction; (ii)
any merger, consolidation or binding share exchange to which the Company is a
party as a result of which the persons who are common stockholders of the
Company immediately prior thereto would have less than a majority of the
combined voting power of the outstanding capital stock of the Company ordinarily
(and apart from the rights accruing under special circumstances) having the
right to vote in the election of directors immediately following such merger,
consolidation or binding share exchange; (iii) the adoption of any plan or
proposal for the liquidation or dissolution of the Company; or (iv) any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company; (b)
any person or other entity (other than the Company or any subsidiary or any
employee benefit plan sponsored by the Company or any subsidiary) purchases any
common stock of the Company pursuant to a tender or exchange offer, without the
prior consent of the Board of Directors, or any person or other entity (other
than the Company, any subsidiary, any employee benefit plan sponsored by the
Company or any subsidiary or any Controlling Person (as defined)) becomes the
beneficial owner of securities of the Company representing 20% or more of the
combined voting power of the Company's outstanding securities, other than in a
transaction (or series of related transactions) approved by the Board of
Directors; or (c) during any two-year period, individuals who at the beginning
of such period constitute the entire Board of Directors of the Company cease to
constitute a majority of the Board of Directors, unless the election, or
nomination for election, of each new director is approved by at least two-thirds
of the directors then still in office who were directors at the beginning of the
period. "Controlling Person" is defined in the 1998 Plan to mean each of: (a)
the Chairman of the Board, the President and each of the directors of the
Company as of the effective date of the 1998 Plan; and (b) the respective family
members, estates and heirs of each of the persons referred to in clause (a) and
any trust or other investment vehicle for the primary benefit of any of such
persons or their respective family members or heirs. Options, SARs or, if
applicable, Stock Units not theretofore exercised will terminate upon
consummation of an Approved Transaction. The Compensation Committee will have
the discretion, unless otherwise provided in the agreement relating to a
particular Award, to determine that any or all outstanding Awards of any or all
types granted pursuant to the 1998 Plan will not vest or become exercisable on
an accelerated basis in connection with an Approved Transaction or will not
terminate if not exercised prior to consummation of the Approved Transaction, if
action that, in the opinion of the Compensation Committee, is
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equitable and appropriate is taken by the Board of Directors or by the surviving
or acquiring corporation, as the case may be, to assume such Award or substitute
a new Award therefor and in order to make such assumed or new Award, as nearly
as may be practicable, equivalent to the old Award, taking into account the kind
and amount of securities, cash or other assets into or for which the Common
Stock may be converted or exchanged in connection with the Approved Transaction.

In the event of a stock split, stock dividend or distribution,
reclassification, recapitalization or other corporate event that affects the
Common Stock (including mergers or consolidations other than those which
constitute Approved Transactions), the 1998 Plan provides for the Compensation
Committee to make such adjustments as it deems equitable and appropriate to any
or all of: (a) the number and kind of shares subject to outstanding Awards; (b)
the purchase or exercise price and the relevant base price of outstanding
Awards; and (c) the number and kind of shares for which Awards may thereafter be
granted under the 1998 Plan.

The Compensation Committee may require in the agreement relating to an
Award that if the holder acquires any shares of Common Stock through the
exercise of Options or SARs or through the vesting of Restricted Shares or Stock
Units granted in the Award, then prior to selling or otherwise transferring any
such shares to a third party, such holder must offer to sell such shares to the
Company, at their fair market value, pursuant to a right of first refusal.

The obligations of the Company with respect to Awards granted under the
1998 Plan are subject to all applicable laws.

No awards may be granted under the 1998 Plan on or after the ten-year
anniversary of its effective date. The Board of Directors or the Compensation
Committee may at any time prior to the tenth anniversary of the effective date
terminate the 1998 Plan, and may, from time to time, suspend or discontinue the
1998 Plan or modify or amend the 1998 Plan in such respects as it shall deem
advisable; except that no such modification or amendment shall be effective
prior to approval by the Company's stockholders to the extent such approval is
required by applicable legal requirements. Termination or amendment of the 1998
Plan may not adversely affect the rights of any holder of an Award without his
or her consent. Subject to the specific terms of the 1998 Plan, the Compensation
Committee may accelerate any Award or waive any conditions or restrictions
pertaining to such Award at any time.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary generally describes the principal federal (but not
state and local) income tax consequences of Awards made pursuant to the 1998
Plan. It is general in nature and is not intended to cover all tax consequences
that may apply to a particular employee or to the corporation or other entity
employing the recipient of an award (the "Employer Entity"). In particular, this
summary is qualified in its entirety by the discussion of Section 162(m) of the
Code, discussed below under "Limitation on Deductions." The provisions of the
Code and the regulations thereunder relating to these matters are complicated
and their impact in any one case may depend upon the particular circumstances.

Options. In general, for federal income tax purposes, neither the grant
nor the exercise of an Incentive Option will result in taxable income to the
Optionholder or a deduction for the Company. An Optionholder may be subject,
however, to the alternative minimum tax in the year that an Incentive Option is
exercised. The excess of the fair market value of the Common Stock (determined
at the date of exercise) acquired through the exercise of an Incentive Option
over the exercise price is in addition to income in determining alternative
minimum taxable income and such additional amount may be sufficient in amount to
subject the Optionholder to the alternative minimum tax.

If the Optionholder holds the Common Stock acquired through the exercise of
Incentive Options for the full holding period (two years after the Option is
granted and one year after it is exercised), he will recognize a capital gain or
loss at the time of the sale of the stock based on the difference between the
Option exercise price and the sale price. Generally, long-term capital gains are
taxed to an individual at maximum rates of 28% for property held for one year
and 20% for property held for 18 months or more, as opposed to a maximum rate of
39.6% for ordinary income. There is no tax effect on the Employer Entity from
the sale of such stock.

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If Common Stock acquired through the exercise of an Incentive Option is
disposed of before the end of the holding period described in the preceding
paragraph (a "disqualifying disposition"), the Optionholder will recognize
ordinary income equal to the lesser of: (a) the difference between the fair
market value of the shares on the date the Option was exercised and the Option
exercise price; or (b) the difference between the amount received on the sale of
the Common Stock and the Option exercise price. In the event of a disqualifying
disposition, the Employer Entity will be entitled to a deduction in a
corresponding amount to the extent that the amount is reasonable compensation
and is an ordinary and necessary business expense. If the amount received by the
Optionholder on the disqualifying disposition exceeds the fair market value of
the shares on the date of exercise of the Incentive Option, such excess will
ordinarily constitute capital gain.

Although the Compensation Committee has the discretion under the 1998 Plan
to provide for a period of time after the termination of an Optionholder's
employment in which his or her Options may continue to be exercised, under
current law an option must generally be exercised within three months after
termination of employment (one year in the case of termination because of death
or disability) in order to qualify as an Incentive Option.

In general, the grant of a Nonqualified Option will not result in taxable
income to the Optionholder or a deduction to the Employer Entity for federal
income tax purposes. Upon exercise of a Nonqualified Option, the Employer Entity
will be entitled, for federal income tax purposes, to a tax deduction and the
Optionholder will recognize ordinary income. The amount of such deduction and
income generally will equal the amount by which the fair market value of the
shares acquired on the date the Nonqualified Option is exercised exceeds the
Option exercise price of the shares if the Common Stock is transferable and not
subject to a substantial risk of forfeiture at such time. In general, the Common
Stock received on exercise of a Nonqualified Option will be transferable and
will not be subject to a substantial risk of forfeiture. However, if the sale of
the Common Stock acquired upon exercise of a Nonqualified Option would subject
the Optionholder to liability under Section 16(b) of the Exchange Act, which
requires certain "insiders" to pay to the Company any profits received upon
certain sales of Common Stock, the Optionholder will recognize ordinary income
(and the Employer Entity will be entitled to a corresponding tax deduction)
equal to the amount by which the fair market value of the shares acquired
exceeds the Option exercise price for the shares on the earlier of: (a) the date
that the Optionholder is no longer subject to liability under Section 16(b) of
the Exchange Act; or (b) six months after the date the Nonqualified Option is
exercised. An Optionholder subject to liability under Section 16(b) of the
Exchange Act may, however, recognize ordinary income (and the Employer Entity
will be entitled to a corresponding tax deduction) at the time the Option is
exercised if the Optionholder makes an election under Section 83(b) of the Code.

If an Option is exercised through the use of Common Stock previously owned
by the holder, such exercise generally will not be considered a taxable
disposition of the previously owned shares and thus no gain or loss will be
recognized with respect to such shares upon such exercise. However, if the
previously owned shares were acquired by the exercise of an Incentive Option and
the holding period requirement for those shares is not satisfied at the time
they are used to exercise an Incentive Option, such use would constitute a
disqualifying disposition of such previously owned shares resulting in the
recognition of ordinary income in the amount described above. If shares issuable
upon exercise of an Incentive Option are withheld to pay amounts payable in
connection with the exercise of such Option, such shares would be deemed to have
been disposed of in a disqualifying disposition, also resulting in the
recognition of ordinary income with respect to the shares withheld as described
above.

Any difference between the basis of the Common Stock acquired through the
exercise of a Nonqualified Option (the Option exercise price plus the ordinary
income recognized) and the amount realized upon a subsequent sale of such shares
will be treated as a short-term or long-term capital gain or loss, depending on
the length of the period such shares are held prior to sale. Generally,
long-term capital gains are taxed to an individual at maximum rates of 28% for
property held for one year and 20% for property held 18 months or more, as
opposed to a maximum rate of 39.6% for ordinary income.

Stock Appreciation Rights. For federal income tax purposes, the grant of a
SAR will not result in taxable income to the holder or a tax deduction to the
Employer Entity. Upon exercise of a SAR, the amount

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of cash and fair market value of shares received by the holder, less cash or
other consideration paid (if any), is taxed to the holder as ordinary income and
the Employer Entity will receive a corresponding income tax deduction to the
extent the amount represents reasonable compensation and an ordinary and
necessary business expense, subject to any required income tax withholding.
However, if the holder receives Common Stock upon the exercise of a SAR and is
then subject to the restrictions under Section 16(b) of the Exchange Act
discussed above, unless the holder elects otherwise, the amount of ordinary
income and deduction will generally be measured at the time such restrictions
lapse.

Restricted Shares. The award of Restricted Shares will not result in
taxable income to the employee or a tax deduction to the Employer Entity for
federal income tax purposes. Upon expiration of the Restriction Period
applicable to the Restricted Shares awarded, or, if applicable, at such later
date as the restrictions under Section 16(b) of the Exchange Act described above
expire, the fair market value of such shares at such expiration date, plus the
amount of any Retained Distributions and unpaid Dividend Equivalents on such
shares and any cash amount awarded, less cash or other consideration paid (if
any), will be included in the holder's ordinary income as compensation, except
that, in the case of Restricted Shares issued at the beginning of the
Restriction Period, the holder may elect to include in his ordinary income as
compensation at the time the Restricted Shares are awarded, the fair market
value of such shares at such time, less any amount paid therefor. Absent the
making of the election referred to in the preceding sentence, any cash dividends
or other distributions paid with respect to Restricted Shares prior to
expiration of the applicable Restriction Period will be included in the
employee's ordinary income as compensation at the time of receipt. In each case,
the Employer Entity will be entitled to a corresponding income tax deduction to
the extent that the amount represents reasonable compensation and an ordinary
and necessary business expense, subject to any required income tax withholding.

Stock Units. The federal income tax consequences of the award of Stock
Units will depend on the conditions of the Award. Generally, the transfer of
cash or property will result in ordinary income to the recipient and a tax
deduction to the Employer Entity. If there is a substantial risk that the
property transferred will be forfeited (for example, because receipt of the
property is conditioned upon the performance of substantial future services),
the taxable event is deferred until the risk of forfeiture lapses. The recipient
may generally elect to accelerate the taxable event to the date of transfer,
however, even if the property is subject to a substantial risk of forfeiture. If
this election is made, subsequent appreciation is not taxed until the property
is sold or exchanged (and the lapse of the forfeiture restriction does not
create a taxable event). Generally, any deduction for the Employer Entity occurs
only when ordinary income in respect of an Award is recognized by the employee
(and then the deduction is subject to reasonable compensation and withholding
requirements). Because Stock Unit Awards will be subject to whatever conditions
may be determined by the Compensation Committee, the federal income tax
consequences to the recipient and to the Employer Entity will depend on the
specific conditions and terms of the Award.

Performance Awards. A recipient will recognize ordinary income upon
receipt of cash pursuant to a Performance Award or, if earlier, at the time such
cash is otherwise made available for the eligible person to draw upon it. In
general, a recipient will recognize ordinary income as a result of the receipt
of Common Stock pursuant to a Performance Award in an amount equal to the fair
market value of the Common Stock when such stock is received; provided, however,
that if the stock is not transferable and is subject to a substantial risk of
forfeiture when received, the recipient will recognize ordinary income in an
amount equal to the fair market value of the Common Stock when it first becomes
transferable or is no longer subject to a substantial risk of forfeiture, unless
the recipient makes an election to be taxed on the fair market value of the
Common Stock when such stock is received.

Limitation on Deductions. Notwithstanding the above, Section 162(m) of the
Code limits the deduction of compensation paid by a publicly held corporation to
"covered employees" to the extent that "remuneration" to any such covered
employee exceeds $1,000,000 in any taxable year. Covered employees are defined
as any individual who on the last day of the taxable year is the chief executive
officer or among the four most highly compensated officers (other than the chief
executive officer). For the purpose of determining whether the $1,000,000
limitation is applicable the following items do not count as remuneration: (a)
compensation paid on a commission basis; (b) non-taxable fringe benefits; (c)
payments to or from a tax-
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qualified pension plan; (d) certain "performance-based compensation"; and (e)
certain payments made pursuant to a binding written contract in effect on
February 17, 1993. In general, in order to qualify as "performance based
compensation" the compensation must be payable solely on account of performance
goals which are disclosed to and approved by stockholders, and the compensation
must be established and administered by a compensation committee which consists
solely of two or more outside directors as defined in the U.S. Treasury
regulations. Because stockholders are approving a performance goal criteria in
connection with the vote on the 1998 Plan at the Annual Meeting, compensation
paid pursuant to Awards under the 1998 Plan may qualify as performance-based
compensation.

If compensation granted by the Compensation Committee does not fall within
any of the exceptions to the definition of remuneration, then the Employer
Entities, which are members of the Company's affiliated group of corporations,
may lose part of the deductions they would otherwise be entitled to take with
respect to covered employees.

INTEREST OF CERTAIN PERSONS IN 1998 INCENTIVE PLAN PROPOSAL

On December 16, 1997, the Compensation Committee of the Board of Directors
granted to Dr. Malone, pursuant to the 1998 Plan, options in tandem with stock
appreciation rights to acquire an aggregate of 2,800,000 shares of Ventures
Group Series B Stock (as adjusted for the Ventures Stock Dividend). See
"CONCERNING MANAGEMENT -- Executive Compensation -- Option/SAR Grants Table of
the Company" and "New Plan Benefits" for a discussion of the terms of this
grant. The effectiveness of this grant is conditioned upon the stockholders
approving the 1998 Incentive Plan Proposal. If the 1998 Incentive Plan Proposal
is not approved by stockholders, the above-described grant to Dr. Malone will be
null and void.

VOTE REQUIRED FOR APPROVAL

THE AFFIRMATIVE VOTE OF A MAJORITY OF THE COMBINED VOTING POWER AND A
MAJORITY OF THE COMBINED NUMBER OF THE SHARES OF THE TCI GROUP COMMON STOCK, THE
LIBERTY MEDIA GROUP COMMON STOCK, THE VENTURES GROUP COMMON STOCK, AND THE
SERIES C PREFERRED STOCK REPRESENTED IN PERSON OR BY PROXY AND ENTITLED TO VOTE
AT THE ANNUAL MEETING, VOTING AS A SINGLE CLASS, IS REQUIRED TO APPROVE THE 1998
INCENTIVE PLAN PROPOSAL.

INDEPENDENT AUDITORS

The firm of KPMG Peat Marwick LLP serves as the Company's independent
certified public accountants. A partner of KPMG Peat Marwick LLP will be present
at the Annual Meeting with the opportunity to make a statement if KPMG Peat
Marwick LLP so desires and will be available to respond to appropriate
questions.

STOCKHOLDERS' PROPOSALS

Proposals by stockholders for which consideration is desired at the 1999
annual meeting of stockholders must be received by the Company by December 31,
1998 to be considered for inclusion in proxy materials for the 1999 annual
meeting.

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING EXHIBITS, MAY BE OBTAINED BY STOCKHOLDERS WITHOUT CHARGE BY WRITTEN
REQUEST ADDRESSED TO THE INVESTOR RELATIONS DEPARTMENT, TELE-COMMUNICATIONS,
INC., POST OFFICE BOX 5630, DENVER, COLORADO 80217-5630.

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APPENDIX A

TELE-COMMUNICATIONS, INC.
1998 INCENTIVE PLAN
(EFFECTIVE DECEMBER 16, 1997)

ARTICLE I

PURPOSE AND EFFECTIVENESS

1.1 Purpose. The purpose of the Plan is to promote the success of the
Company by providing a method whereby (i) eligible employees of the Company and
its Subsidiaries and (ii) independent contractors providing services to the
Company or its Subsidiaries may be awarded additional remuneration for services
rendered and encouraged to invest in capital stock of the Company, thereby
increasing their proprietary interest in the Company's businesses, encouraging
them to remain in the employ of the Company or its Subsidiaries, and increasing
their personal interest in the continued success and progress of the Company or
its Subsidiaries. The Plan is also intended to aid in (i) attracting persons of
exceptional ability to become officers and employees of the Company and its
Subsidiaries and (ii) inducing independent contractors to agree to provide
services to the Company.

1.2 Effective Date. The Plan became effective on December 16, 1997, but
shall be subject to the approval by the affirmative vote of the holders of at
least a majority of the outstanding shares of capital stock of the Company
represented in person or by proxy and entitled to vote at the 1998 annual
meeting of stockholders of the Company. Any Awards under the Plan made prior to
such stockholder approval shall be conditioned upon such approval and shall be
null and void if such approval is not obtained.

ARTICLE II

DEFINITIONS

2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the
Plan shall have the following meanings (whether used in the singular or plural):

"Affiliate" of the Company means any corporation, partnership, or other
business association that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the
Company.

"Agreement" means a stock option agreement, stock appreciation rights
agreement, restricted shares agreement, stock units agreement or performance
award agreement, or an agreement evidencing more than one type of Award,
specified in Section 11.5, as any such Agreement may be supplemented or amended
from time to time.

"Approved Transaction" means any transaction in which the Board (or, if
approval of the Board is not required as a matter of law, the stockholders of
the Company) shall approve (i) any consolidation or merger of the Company, or
binding share exchange, pursuant to which shares of common stock of the Company
would be changed or converted into or exchanged for cash, securities or other
property, other than any such transaction in which the common stockholders of
the Company immediately prior to such transaction have the same proportionate
ownership of the common stock of, and voting power with respect to, the
surviving corporation immediately after such transaction, (ii) any merger,
consolidation or binding share exchange to which the Company is a party as a
result of which the persons who are common stockholders of the Company
immediately prior thereto have less than a majority of the combined voting power
of the outstanding capital stock of the Company ordinarily (and apart from the
rights accruing under special circumstances) having the right to vote in the
election of directors immediately following such merger, consolidation or
binding share exchange, (iii) the adoption of any plan or proposal for the
liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company.
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"Award" means a grant of Options, SARs, Restricted Shares, Stock Units,
Performance Awards and/or cash under this Plan.

"Board" means the Board of Directors of the Company.

"Board Change" means, during any period of two consecutive years,
individuals who at the beginning of such period constituted the entire Board
cease for any reason to constitute a majority thereof unless the election, or
the nomination for election, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute or statutes thereto. Reference to any specific
Code section shall include any successor section.

"Committee" means the committee of the Board appointed pursuant to Section
3.1 to administer the Plan.

"Common Stock" means any of TCOMA, TCOMB, LBTYA, LBTYB, TCIVA or TCIVB,
each of which is a series of the Company's common stock, $1.00 par value per
share.

"Company" means Tele-Communications, Inc., a Delaware corporation.

"Control Purchase" means any transaction (or series of related
transactions) in which (i) any person (as such term is defined in Sections
13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other
than the Company, any Subsidiary or any employee benefit plan sponsored by the
Company or any Subsidiary) shall purchase any common stock of the Company (or
securities convertible into common stock of the Company) for cash, securities or
any other consideration pursuant to a tender offer or exchange offer, without
the prior consent of the Board, or (ii) any person (as such term is so defined),
corporation or other entity (other than the Company, any Subsidiary, any
employee benefit plan sponsored by the Company or any Subsidiary, or any
Controlling Person (as defined below)) shall become the "beneficial owner" (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the then outstanding securities of the Company
ordinarily (and apart from the rights accruing under special circumstances)
having the right to vote in the election of directors (calculated as provided in
Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the
Company's securities), other than in a transaction (or series of related
transactions) approved by the Board. For purposes of this definition,
"Controlling Person" means each of (a) the Chairman of the Board, the President
and each of the directors of the Company as of the Effective Date of this Plan,
and (b) the respective family members, estates and heirs of each of the persons
referred to in clause (a) above and any trust or other investment vehicle for
the primary benefit of any of such persons or their respective family members or
heirs. As used with respect to any person, the term "family member" means the
spouse, siblings and lineal descendants of such person.

"Disability" means the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months.

"Dividend Equivalents" means, with respect to Restricted Shares to be
issued at the end of the Restriction Period, to the extent specified by the
Committee only, an amount equal to all dividends and other distributions (or the
economic equivalent thereof) which are payable to stockholders of record during
the Restriction Period on a like number and kind of shares of Common Stock.

"Domestic relations order" means a domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.

"Effective Date" means December 16, 1997, the date on which the Plan
originally became effective.

"Equity security" shall have the meaning ascribed to such term in Section
3(a)(11) of the Exchange Act, and an equity security of an issuer shall have the
meaning ascribed thereto in Rule 16a-1 promulgated under the Exchange Act, or
any successor Rule.

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"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor statute or statutes thereto. Reference to any
specific Exchange Act section shall include any successor section.

"Fair Market Value" of a share of any series of Common Stock on any day
means the last sale price (or, if no last sale price is reported, the average of
the high bid and low asked prices) for a share of such series of Common Stock on
such day (or, if such day is not a trading day, on the next preceding trading
day) as reported on Nasdaq or, if not reported on Nasdaq, as quoted by the
National Quotation Bureau Incorporated, or if the applicable series of Common
Stock is listed on an exchange, on the principal exchange on which such series
of Common Stock is listed. If for any day the Fair Market Value of a share of
the applicable series of Common Stock is not determinable by any of the
foregoing means, then the Fair Market Value for such day shall be determined in
good faith by the Committee on the basis of such quotations and other
considerations as the Committee deems appropriate.

"Free Standing SAR" has the meaning ascribed thereto in Section 7.1.

"Holder" means an employee of the Company or a Subsidiary or an independent
contractor who has received an Award under this Plan.

"Incentive Stock Option" means a stock option granted under Article VI
which is intended to be an incentive stock option within the meaning of Section
422 of the Code.

"LBTYA" means the Tele-Communications, Inc. Series A Liberty Media Group
Common Stock of the Company.

"LBTYB" means the Tele-Communications, Inc. Series B Liberty Media Group
Common Stock of the Company.

"Nasdaq" means The Nasdaq Stock Market.

"Nonqualified Stock Option" means a stock option granted under Article VI
that is designated a nonqualified stock option.

"Option" means any Incentive Stock Option or Nonqualified Stock Option.

"Performance Award" means an award of cash or property made pursuant to
this Plan that is subject to the attainment of one or more Performance Goals.

"Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.

"Plan" means this Tele-Communications, Inc. 1998 Incentive Plan.

"Restricted Shares" means shares of any series of Common Stock or the right
to receive shares of any specified series of Common Stock, as the case may be,
awarded pursuant to Article VIII.

"Restriction Period" means a period of time beginning on the date of each
award of Restricted Shares and ending on the Vesting Date with respect to such
award.

"Retained Distribution" has the meaning ascribed thereto in Section 8.3.

"SARs" means stock appreciation rights, awarded pursuant to Article VII,
with respect to shares of any specified series of Common Stock.

"Stock Unit Award" has the meaning ascribed thereto in Section 9.1.

"Subsidiary" of the Company means any present or future subsidiary (as
defined in Section 424(f) of the Code) of the Company or any business entity in
which the Company owns directly or indirectly, 50% or more of the voting,
capital or profits interests. An entity shall be deemed a subsidiary of the
Company for purposes of this definition only for such periods as the requisite
ownership or control relationship is maintained.

"Tandem SARs" has the meaning ascribed thereto in Section 7.1.

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"TCIVA" means the Tele-Communications, Inc. Series A TCI Ventures Group
Common Stock of the Company.

"TCIVB" means the Tele-Communications, Inc. Series B TCI Ventures Group
Common Stock of the Company.

"TCOMA" means the Tele-Communications, Inc. Series A TCI Group Common Stock
of the Company.

"TCOMB" means the Tele-Communications, Inc. Series B TCI Group Common Stock
of the Company.

"Vesting Date" with respect to any Restricted Shares awarded hereunder
means the date on which such Restricted Shares cease to be subject to a risk of
forfeiture, as designated in or determined in accordance with the Agreement with
respect to such award of Restricted Shares pursuant to Article VIII. If more
than one Vesting Date is designated for an award of Restricted Shares, reference
in the Plan to a Vesting Date in respect of such Award shall be deemed to refer
to each part of such Award and the Vesting Date for such part.

ARTICLE III

ADMINISTRATION

3.1 Committee. The Plan shall be administered by the Compensation
Committee of the Board unless a different committee is appointed by the Board.
The Committee shall be comprised of not less than two persons. The Board may
from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed, may fill vacancies in the Committee
and may remove members of the Committee. The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and places as
it shall deem advisable. A majority of its members shall constitute a quorum and
all determinations shall be made by a majority of such quorum. Any determination
reduced to writing and signed by all of the members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held.

3.2 Powers. The Committee shall have full power and authority to grant to
eligible persons Options under Article VI of the Plan, SARs under Article VII of
the Plan, Restricted Shares under Article VIII of the Plan, Stock Units under
Article IX of the Plan, and/or Performance Awards under Article X of the Plan,
to determine the terms and conditions (which need not be identical) of all
Awards so granted, to interpret the provisions of the Plan and any Agreements
relating to Awards granted under the Plan, and to supervise the administration
of the Plan. The Committee in making an Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon the occurrence of
specified events, including the exercise of the original Award. The Committee
shall have sole authority in the selection of persons to whom Awards may be
granted under the Plan and in the determination of the timing, pricing and
amount of any such Award, subject only to the express provisions of the Plan. In
making determinations hereunder, the Committee may take into account the nature
of the services rendered by the respective employees and independent
contractors, their present and potential contributions to the success of the
Company and its Subsidiaries and such other factors as the Committee in its
discretion deems relevant.

3.3 Interpretation. The Committee is authorized, subject to the
provisions of the Plan, to establish, amend and rescind such rules and
regulations as it deems necessary or advisable for the proper administration of
the Plan and to take such other action in connection with or in relation to the
Plan as it deems necessary or advisable. Each action and determination made or
taken pursuant to the Plan by the Committee, including any interpretation or
construction of the Plan, shall be final and conclusive for all purposes and
upon all persons. No member of the Committee shall be liable for any action or
determination made or taken by him or the Committee in good faith with respect
to the Plan.

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ARTICLE IV

SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to the provisions of this Article IV, (a)
the maximum number of shares of any combination of TCOMA or TCOMB with respect
to which Awards may be granted during the term of the Plan shall be 10,000,000
shares, (b) the maximum number of shares of any combination of LBTYA or LBTYB
with respect to which Awards may be granted during the term of the Plan shall be
7,500,000 shares and (c) the maximum number of shares of any combination of
TCIVA or TCIVB shares with respect to which Awards may be granted during the
term of the Plan shall be 7,500,000 shares. Shares of Common Stock will be made
available from the authorized but unissued shares of the Company or from shares
reacquired by the Company, including shares purchased in the open market. The
shares of Common Stock subject to (i) any Award granted under the Plan that
shall expire, terminate or be annulled for any reason without having been
exercised (or considered to have been exercised as provided in Section 7.2),
(ii) any Award of any SARs granted under the Plan that shall be exercised for
cash and (iii) any Award of Restricted Shares or Stock Units that shall be
forfeited prior to becoming vested (provided that the Holder received no
benefits of ownership of such Restricted Shares or Stock Units other than voting
rights and the accumulation of Retained Distributions and unpaid Dividend
Equivalents that are likewise forfeited), shall again be available for purposes
of the Plan.

4.2 Adjustments. If the Company subdivides its outstanding shares of any
series of Common Stock into a greater number of shares of such series of Common
Stock (by stock dividend, stock split, reclassification or otherwise) or
combines its outstanding shares of any series of Common Stock into a smaller
number of shares of such series of Common Stock (by reverse stock split,
reclassification or otherwise), or if the Committee determines that any stock
dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase any series of Common Stock, or other similar
corporate event (including mergers or consolidations other than those which
constitute Approved Transactions) affects any series of Common Stock such that
an adjustment is required in order to preserve the benefits or potential
benefits intended to be made available under this Plan, then the Committee
shall, in its sole discretion and in such manner as the Committee may deem
equitable and appropriate, make such adjustments to any or all of (i) the number
and kind of shares of such series which thereafter may be awarded, optioned, or
otherwise made subject to the benefits contemplated by the Plan, (ii) the number
and kind of shares of such series subject to outstanding Awards, and (iii) the
purchase or exercise price and the relevant appreciation base with respect to
any of the foregoing, provided, however, that the number of shares subject to
any Award shall always be a whole number. The Committee may, if deemed
appropriate, provide for a cash payment to any Holder of an Award in connection
with any adjustment made pursuant to this Section 4.2.

ARTICLE V

ELIGIBILITY

5.1 General. The persons who shall be eligible to participate in the Plan
and to receive Awards under the Plan shall be such employees (including officers
and, subject to Section 5.2, directors) of the Company and its Subsidiaries or
independent contractors as the Committee shall select. Awards may be made to
employees or independent contractors who hold or have held Awards under this
Plan or any similar or other awards under any other plan of the Company or any
of its Affiliates.

5.2 Ineligibility. No member of the Committee, while serving as such,
shall be eligible to receive an Award.

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ARTICLE VI

STOCK OPTIONS

6.1 Grant of Options. Subject to the limitations of the Plan, the
Committee shall designate from time to time those eligible persons to be granted
Options, the time when each Option shall be granted to such eligible persons,
the series and number of shares of Common Stock subject to such Option, whether
such Option is an Incentive Stock Option or a Nonqualified Stock Option and,
subject to Section 6.2, the purchase price of the shares of Common Stock subject
to such Option. Subject to the other provisions of the Plan, the same person may
receive Incentive Stock Options and Nonqualified Stock Options at the same time
and pursuant to the same Agreement, provided that Incentive Stock Options and
Nonqualified Stock Options are clearly designated as such.

6.2 Option Price. The price at which shares may be purchased upon
exercise of an Option shall be fixed by the Committee and may be more than, less
than or equal to the Fair Market Value of the shares of the applicable series of
Common Stock subject to the Option as of the date the Option is granted.

6.3 Limitation on Grants. Except for Awards described in Section 11.1, no
Person may be granted in any calendar year Options covering more than three
million shares of any combination of TCOMA or TCOMB, three million shares of any
combination of TCIVA or TCIVB, and three million shares of any combination of
LBTYA or LBTYB (as such numbers may be adjusted from time to time after as
provided in Section 4.2).

6.4 Term of Options. Subject to the provisions of the Plan with respect
to death, retirement and termination of employment, the term of each Option
shall be for such period as the Committee shall determine as set forth in the
applicable Agreement.

6.5 Exercise of Options. An Option granted under the Plan shall become
(and remain) exercisable during the term of the Option to the extent provided in
the applicable Agreement and this Plan and, unless the Agreement otherwise
provides, may be exercised to the extent exercisable, in whole or in part, at
any time and from time to time during such term; provided, however, that
subsequent to the grant of an Option, the Committee, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may be exercised in whole or in part (without reducing the term of such
Option).

6.6 Manner of Exercise.

(a) Form of Payment. An Option shall be exercised by written notice to
the Company upon such terms and conditions as the Agreement may provide and in
accordance with such other procedures for the exercise of Options as the
Committee may establish from time to time. The method or methods of payment of
the purchase price for the shares to be purchased upon exercise of an Option and
of any amounts required by Section 11.10 shall be determined by the Committee
and may consist of (i) cash, (ii) check, (iii) promissory note, (iv) in the case
of Options on shares of LBTYA or LBTYB, whole shares of LBTYA or LBTYB, (v) in
the case of Options on shares of TCOMA or TCOMB, whole shares of TCOMA or TCOMB,
(vi) in the case of Options on shares of TCIVA or TCIVB, whole shares of TCIVA
or TCIVB, (vii) the withholding of shares of the applicable series of Common
Stock issuable upon such exercise of the Option, (viii) the delivery, together
with a properly executed exercise notice, of irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds
required to pay the purchase price, (ix) any combination of the foregoing
methods of payment, or such other consideration and method of payment as may be
permitted for the issuance of shares under the Delaware General Corporation Law.
The permitted method or methods of payment of the amounts payable upon exercise
of an Option, if other than in cash, shall be set forth in the applicable
Agreement and may be subject to such conditions as the Committee deems
appropriate. Without limiting the generality of the foregoing, if a Holder is
permitted to elect to have shares of Common Stock issuable upon exercise of an
Option withheld to pay all or any part of the amounts payable in connection with
such exercise, then the Committee may reserve the sole discretion to approve or
disapprove such election.

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(b) Value of Shares. Shares of any series of Common Stock delivered in
payment of all or any part of the amounts payable in connection with the
exercise of an Option, and shares of any series of Common Stock withheld for
such payment, shall be valued for such purpose at their Fair Market Value as of
the exercise date.

(c) Issuance of Shares. The Company shall effect the transfer of the
shares of Common Stock purchased under the Option as soon as practicable after
the exercise thereof and payment in full of the purchase price therefor and of
any amounts required by Section 11.10, and within a reasonable time thereafter
such transfer shall be evidenced on the books of the Company. No Holder or other
person exercising an Option shall have any of the rights of a stockholder of the
Company with respect to shares of Common Stock subject to an Option granted
under the Plan until due exercise and full payment has been made. No adjustment
shall be made for cash dividends or other rights for which the record date is
prior to the date of such due exercise and full payment.

6.7 Nontransferability. Unless otherwise determined by the Committee and
provided in the applicable Agreement, Options shall not be transferable other
than by will or the laws of descent and distribution or pursuant to a domestic
relations order and, except as otherwise required pursuant to a domestic
relations order, Options may be exercised during the lifetime of the Holder
thereof only by such Holder (or his or her court appointed legal
representative).

ARTICLE VII

SARs

7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be
granted by the Committee to such eligible persons in such numbers, with respect
to any specified series of Common Stock, and at such times during the term of
the Plan as the Committee shall determine. A SAR may be granted to a Holder of
an Option (hereinafter called a "related Option") with respect to all or a
portion of the shares of Common Stock subject to the related Option (a "Tandem
SAR") or may be granted separately to an eligible employee (a "Free Standing
SAR"). Subject to the limitations of the Plan, SARs shall be exercisable in
whole or in part upon notice to the Company upon such terms and conditions as
are provided in the Agreement. Except for Awards described in Section 11.1, no
Person may be granted in any calendar year SARs covering more than three million
shares of any combination of TCOMA or TCOMB, three million shares of any
combination of TCIVA or TCIVB, and three million shares of any combination of
LBTYA or LBTYB (as such numbers may be adjusted from time to time as provided in
Section 4.2).

7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the
grant of the related Option or (if the related Option is a Nonqualified Option)
at any time thereafter prior to the complete exercise, termination, expiration
or cancellation of such related Option. Tandem SARs shall be exercisable only at
the time and to the extent that the related Option is exercisable (and may be
subject to such additional limitations on exercisability as the Agreement may
provide), and in no event after the complete termination or full exercise of the
related Option. Upon the exercise or termination of the related Option, the
Tandem SARs with respect thereto shall be canceled automatically to the extent
of the number of shares of Common Stock with respect to which the related Option
was so exercised or terminated. Subject to the limitations of the Plan, upon the
exercise of a Tandem SAR, the Holder thereof shall be entitled to receive from
the Company, for each share of the series of Common Stock with respect to which
the Tandem SAR is being exercised, consideration (in the form determined as
provided in Section 7.4) equal in value to the excess of the Fair Market Value
of a share of such series of Common Stock on the date of exercise over the
related Option purchase price per share; provided, however, that the Committee
may, in any Agreement granting Tandem SARs, provide that the appreciation
realizable upon exercise thereof shall be measured from a base higher than the
related Option purchase price.

7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the
time, to the extent and upon the terms and conditions set forth in the
applicable Agreement. The base price of a Free Standing SAR shall be not less
than 100% of the Fair Market Value of the shares of the applicable series of
Common Stock on the date of grant of the Free Standing SAR. Subject to the
limitations of the Plan, upon the exercise of a Free
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Standing SAR, the Holder thereof shall be entitled to receive from the Company,
for each share of the series of Common Stock with respect to which the Free
Standing SAR is being exercised, consideration (in the form determined as
provided in Section 7.4) equal in value to the excess of the Fair Market Value
of a share of such series of Common Stock on the date of exercise over the base
price per share of such Free Standing SAR.

7.4 Consideration. The consideration to be received upon the exercise of
a SAR by the Holder shall be paid in cash, shares of the applicable series of
Common Stock (valued at Fair Market Value on the date of exercise of such SAR)
or a combination of cash and shares of such series of Common Stock as specified
in the Agreement, or, if so provided in the Agreement, either as determined by
the Committee in its sole discretion or as elected by the Holder. The Company's
obligation arising upon the exercise of a SAR may be paid currently or on a
deferred basis with such interest or earnings equivalent as the Committee may
determine. No fractional shares of Common Stock shall be issuable upon exercise
of a SAR and, unless otherwise provided in the applicable Agreement, the Holder
will receive cash in lieu of fractional shares. Unless the Committee shall
otherwise determine, to the extent a Free Standing SAR is exercisable, it will
be exercised automatically for cash on its expiration date.

7.5 Limitations. The applicable Agreement may provide for a limit on the
amount payable to a Holder upon exercise of SARs at any time or in the
aggregate, for a limit on the number of SARs that may be exercised by the Holder
in whole or in part for cash during any specified period, for a limit on the
time periods during which a Holder may exercise SARs and for such other limits
on the rights of the Holder and such other terms and conditions of the SAR as
the Committee may determine, including, without limitation, a condition that the
SAR may be exercised only in accordance with rules and regulations adopted by
the Committee from time to time. Unless otherwise so provided in the applicable
Agreement, any such limit relating to a Tandem SAR shall not restrict the
exercisability of the related Option. Such rules and regulations may govern the
right to exercise SARs granted prior to the adoption or amendment of such rules
and regulations as well as SARs granted thereafter.

7.6 Exercise. For purposes of this Article VII, the date of exercise of a
SAR shall mean the date on which the Company shall have received notice from the
Holder of the SAR of the exercise of such SAR.

7.7 Nontransferability. Unless otherwise determined by the Committee and
provided in the applicable Agreement, SARs shall not be transferable other than
by will or the laws of descent and distribution or pursuant to a domestic
relations order and, except as otherwise required pursuant to a domestic
relations order, SARs may be exercised during the lifetime of the Holder thereof
only by such Holder (or his or her court appointed legal representative).

ARTICLE VIII

RESTRICTED SHARES

8.1 Grant. Subject to the limitations of the Plan, the Committee shall
designate those eligible persons to be granted awards of Restricted Shares,
shall determine the time when each such Award shall be granted, whether shares
of Common Stock covered by awards of Restricted Shares will be issued at the
beginning or the end of the Restriction Period and whether Dividend Equivalents
will be paid during the Restriction Period in the event shares of the applicable
series of Common Stock are to be issued at the end of the Restriction Period,
and shall designate (or set forth the basis for determining) the Vesting Date or
Vesting Dates for each award of Restricted Shares and may prescribe other
restrictions, terms and conditions applicable to the vesting of such Restricted
Shares in addition to those provided in the Plan. The Committee shall determine
the price, if any, to be paid by the Holder for the Restricted Shares; provided,
however, that the issuance of Restricted Shares shall be made for at least the
minimum consideration necessary to permit such Restricted Shares to be deemed
fully paid and nonassessable. All determinations made by the Committee pursuant
to this Section 8.1 shall be specified in the Agreement.

8.2 Issuance of Restricted Shares at Beginning of the Restriction
Period. If shares of the applicable series of Common Stock are issued at the
beginning of the Restriction Period, the stock certificate or certificates
representing such Restricted Shares shall be registered in the name of the
Holder to whom such
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Restricted Shares shall have been awarded. During the Restriction Period,
certificates representing the Restricted Shares and any securities constituting
Retained Distributions shall bear a restrictive legend to the effect that
ownership of the Restricted Shares (and such Retained Distributions), and the
enjoyment of all rights appurtenant thereto, are subject to the restrictions,
terms and conditions provided in the Plan and the applicable Agreement. Such
certificates shall remain in the custody of the Company and the Holder shall
deposit with the Company stock powers or other instruments of assignment, each
endorsed in blank, so as to permit retransfer to the Company of all or any
portion of the Restricted Shares and any securities constituting Retained
Distributions that shall be forfeited or otherwise not become vested in
accordance with the Plan and the applicable Agreement.

8.3 Restrictions. Restricted Shares issued at the beginning of the
Restriction Period shall constitute issued and outstanding shares of the
applicable series of Common Stock for all corporate purposes. The Holder will
have the right to vote such Restricted Shares, to receive and retain such
dividends and distributions, as the Committee may in its sole discretion
designate, paid or distributed on such Restricted Shares and to exercise all
other rights, powers and privileges of a Holder of shares of the applicable
series of Common Stock with respect to such Restricted Shares; except, that (a)
the Holder will not be entitled to delivery of the stock certificate or
certificates representing such Restricted Shares until the Restriction Period
shall have expired and unless all other vesting requirements with respect
thereto shall have been fulfilled or waived; (b) the Company will retain custody
of the stock certificate or certificates representing the Restricted Shares
during the Restriction Period as provided in Section 8.2; (c) other than such
dividends and distributions as the Committee may in its sole discretion
designate, the Company will retain custody of all distributions ("Retained
Distributions") made or declared with respect to the Restricted Shares (and such
Retained Distributions will be subject to the same restrictions, terms and
vesting and other conditions as are applicable to the Restricted Shares) until
such time, if ever, as the Restricted Shares with respect to which such Retained
Distributions shall have been made, paid or declared shall have become vested,
and such Retained Distributions shall not bear interest or be segregated in a
separate account; (d) the Holder may not sell, assign, transfer, pledge,
exchange, encumber or dispose of the Restricted Shares or any Retained
Distributions or his interest in any of them during the Restriction Period; and
(e) a breach of any restrictions, terms or conditions provided in the Plan or
established by the Committee with respect to any Restricted Shares or Retained
Distributions will cause a forfeiture of such Restricted Shares and any Retained
Distributions with respect thereto.

8.4 Issuance of Stock at End of the Restriction Period. Restricted Shares
issued at the end of the Restriction Period shall not constitute issued and
outstanding shares of the applicable series of Common Stock and the Holder shall
not have any of the rights of a stockholder with respect to the shares of Common
Stock covered by such an award of Restricted Shares, in each case until such
shares shall have been transferred to the Holder at the end of the Restriction
Period. If and to the extent that shares of Common Stock are to be issued at the
end of the Restriction Period, the Holder shall be entitled to receive Dividend
Equivalents with respect to the shares of Common Stock covered thereby either
(i) during the Restriction Period or (ii) in accordance with the rules
applicable to Retained Distributions, as the Committee may specify in the
Agreement.

8.5 Cash Awards. In connection with any award of Restricted Shares, an
Agreement may provide for the payment of a cash amount to the Holder of such
Restricted Shares at any time after such Restricted Shares shall have become
vested. Such cash awards shall be payable in accordance with such additional
restrictions, terms and conditions as shall be prescribed by the Committee in
the Agreement and shall be in addition to any other salary, incentive, bonus or
other compensation payments which such Holder shall be otherwise entitled or
eligible to receive from the Company.

8.6 Completion of Restriction Period. On the Vesting Date with respect to
each award of Restricted Shares, and the satisfaction of any other applicable
restrictions, terms and conditions (a) all or the applicable portion of such
Restricted Shares shall become vested, (b) any Retained Distributions and any
unpaid Dividend Equivalents with respect to such Restricted Shares shall become
vested to the extent that the Restricted Shares related thereto shall have
become vested and (c) any cash award to be received by the Holder with respect
to such Restricted Shares shall become payable, all in accordance with the terms
of the
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applicable Agreement. Any such Restricted Shares, Retained Distributions and any
unpaid Dividend Equivalents that shall not become vested shall be forfeited to
the Company, and the Holder shall not thereafter have any rights (including
dividend and voting rights) with respect to such Restricted Shares, Retained
Distributions and any unpaid Dividend Equivalents that shall have been so
forfeited. The Committee may, in its discretion, provide that the delivery of
any Restricted Shares, Retained Distributions and unpaid Dividend Equivalents
that shall have become vested, and payment of any cash awards that shall have
become payable, shall be deferred until such date or dates as the recipient may
elect. Any election of a recipient pursuant to the preceding sentence shall be
filed in writing with the Committee in accordance with such rules and
regulations, including any deadline for the making of such an election, as the
Committee may provide.

ARTICLE IX

STOCK UNITS

9.1 Grant. In addition to granting awards of Options, SARs and Restricted
Shares, the Committee shall have authority to grant to eligible persons awards
of Stock Units which may be in the form of shares of any specified series of
Common Stock or units, the value of which is based, in whole or in part, on the
Fair Market Value of the shares of any specified series of Common Stock. Subject
to the provisions of the Plan, including any rules established pursuant to
Section 9.2, awards of Stock Units shall be subject to such terms, restrictions,
conditions, vesting requirements and payment rules as the Committee may
determine in its sole discretion, which need not be identical for each Award.
The determinations made by the Committee pursuant to this Section 9.1 shall be
specified in the applicable Agreement.

9.2 Rules. The Committee may, in its sole discretion, establish any or
all of the following rules for application to an award of Stock Units:

(a) Any shares of Common Stock which are part of an award of Stock Units
may not be assigned, sold, transferred, pledged or otherwise encumbered prior to
the date on which the shares are issued, or if later, the date provided by the
Committee at the time of the Award.

(b) Such Awards may provide for the payment of cash consideration by the
person to whom such Award is granted or provide that the Award, and Common Stock
to be issued in connection therewith, if applicable, shall be delivered without
the payment of cash consideration; provided, however, that the issuance of any
shares of Common Stock in connection with an award of Stock Units shall be for
at least the minimum consideration necessary to permit such shares to be deemed
fully paid and nonassessable.

(c) Awards of Stock Units may relate in whole or in part to performance or
other criteria established by the Committee at the time of grant.

(d) Awards of Stock Units may provide for deferred payment schedules,
vesting over a specified period of employment, the payment (on a current or
deferred basis) of dividend equivalent amounts with respect to the number of
shares of Common Stock covered by the Award, and elections by the employee to
defer payment of the Award or the lifting of restrictions on the Award, if any.

(e) In such circumstances as the Committee may deem advisable, the
Committee may waive or otherwise remove, in whole or in part, any restrictions
or limitations to which a Stock Unit Award was made subject at the time of
grant.

ARTICLE X

PERFORMANCE AWARDS

10.1 Terms of Performance Awards. Without limiting the type or number of
Awards that may be made under the other provisions of this Plan, an Award may be
in the form of a Performance Award. A Performance Award shall be paid, vested or
otherwise deliverable solely on account of the attainment of one or more
pre-established, objective Performance Goals established by the Committee prior
to the earlier to occur of (i) 90 days after the commencement of the period of
service to which the Performance Goal relates and
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(ii) the lapse of 25% of the period of service (as scheduled in good faith at
the time the goal is established), and in any event while the outcome is
substantially uncertain. A Performance Goal is objective if a third party having
knowledge of the relevant facts could determine whether the goal is met.

10.2 Performance Goal Criteria. Such a Performance Goal may be based on
one or more business criteria that apply to the individual, one or more business
units of the Company, or the Company as a whole, and may include one or more of
the following: revenue, net income, stock price, market share, earnings per
share, cash flow, return on equity, return on assets or decrease in costs.
Unless otherwise stated, such a Performance Goal need not be based upon an
increase or positive result under a particular business criterion and could
include, for example, maintaining the status quo or limiting economic losses
(measured, in each case, by reference to specific business criteria). In
interpreting Plan provisions applicable to Performance Goals and Performance
Awards, it is the intent that the Plan conform with the standards of Section
162(m) of the Code and Treasury Regulation sec. 1.162-27(e)(2)(i), and the
Committee in establishing such goals and interpreting the Plan shall be guided
by such provisions.

10.3 Committee Certification. Prior to the payment of any compensation
based on the achievement of Performance Goals, the Committee must certify in
writing that applicable Performance Goals and any of the material terms thereof
were, in fact, satisfied. Subject to the foregoing provisions, the terms,
conditions and limitations applicable to any Performance Awards made pursuant to
this Plan shall be determined by the Committee.

10.4 Certain Limitations. Notwithstanding anything to the contrary
contained in this Plan, any Performance Awards made hereunder shall be limited
so that no person may be granted Performance Awards consisting of cash or in any
other form permitted under this Plan (other than Awards consisting of Options or
SARs or otherwise consisting of shares of Common Stock or units denominated in
such shares, or, in either case, additional cash amounts related to such an
Award) in respect of any one-year period having a value determined on the date
of grant in excess of $10,000,000.

ARTICLE XI

GENERAL PROVISIONS

11.1 Acceleration of Options, SARs, Restricted Shares, Stock Units and
Performance Awards.

(a) Death or Disability. If a Holder's employment shall terminate by
reason of death or Disability, notwithstanding any contrary waiting period,
installment period, vesting schedule or Restriction Period in any Agreement or
in the Plan, unless the applicable Agreement provides otherwise: (i) in the case
of an Option or SAR, each outstanding Option or SAR granted under the Plan shall
immediately become exercisable in full in respect of the aggregate number of
shares covered thereby; (ii) in the case of Restricted Shares, the Restriction
Period applicable to each such award of Restricted Shares shall be deemed to
have expired and all such Restricted Shares, any related Retained Distributions
and any unpaid Dividend Equivalents shall become vested and any cash amounts
payable pursuant to the applicable Agreement shall be adjusted in such manner as
may be provided in the Agreement, (iii) in the case of Stock Units, each such
award of Stock Units shall become vested in full, and (iv) in the case of
Performance Awards, each such Performance Award shall become vested in full.

(b) Approved Transactions; Board Change; Control Purchase. In the event
of any Approved Transaction, Board Change or Control Purchase, notwithstanding
any contrary waiting period, installment period, vesting schedule or Restriction
Period in any Agreement or in the Plan, unless the applicable Agreement provides
otherwise: (i) in the case of an Option or SAR, each such outstanding Option or
SAR granted under the Plan shall become exercisable in full in respect of the
aggregate number of shares covered thereby; (ii) in the case of Restricted
Shares, the Restriction Period applicable to each such award of Restricted
Shares shall be deemed to have expired and all such Restricted Shares, any
related Retained Distributions and any unpaid Dividend Equivalents shall become
vested and any cash amounts payable pursuant to the applicable Agreement shall
be adjusted in such manner as may be provided in the Agreement; (iii) in the
case of Stock Units, each such award of Stock Units shall become vested in full;
and (iv) in the case of Performance
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Awards, all Performance Goals shall thereupon be deemed to have been achieved,
and all Performance Awards shall thereupon be deemed to be fully vested and
immediately payable, in each case effective upon the Board Change or Control
Purchase or immediately prior to consummation of the Approved Transaction;
provided, however, that any Options, SARs or, if applicable, Stock Units not
theretofore exercised shall terminate upon consummation of the Approved
Transaction. Notwithstanding the foregoing, unless otherwise provided in the
applicable Agreement, the Committee may, in its discretion, determine that any
or all outstanding Awards of any or all types granted pursuant to the Plan will
not vest or become exercisable on an accelerated basis nor Performance Goals be
deemed to have been achieved in connection with an Approved Transaction and/or
will not terminate if not exercised prior to consummation of the Approved
Transaction, if the Board or the surviving or acquiring corporation, as the case
may be, shall have taken, or made effective provision for the taking of, such
action as in the opinion of the Committee is equitable and appropriate to
substitute a new Award for such Award or to assume such Award and in order to
make such new or assumed Award, as nearly as may be practicable, equivalent to
the old Award (before giving effect to any acceleration of the vesting or
exercisability thereof), taking into account, to the extent applicable, the kind
and amount of securities, cash or other assets into or for which the applicable
series of Common Stock may be changed, converted or exchanged in connection with
the Approved Transaction.

11.2 Termination of Employment.

(a) General. If a Holder's employment shall terminate prior to the
complete exercise of an Option or SAR (or deemed exercise thereof, as provided
in Section 7.2) or during the Restriction Period with respect to any Restricted
Shares or prior to the vesting or complete exercise of any Stock Units or prior
to the vesting of any Performance Award, then such Option, SAR, or Stock Unit
shall thereafter be exercisable, such Performance Award shall thereafter vest,
and the Holder's rights to any unvested Restricted Shares, Retained
Distributions, unpaid Dividend Equivalents and cash amounts and any such
unvested Stock Units shall thereafter vest, solely to the extent provided in the
applicable Agreement; provided, however, that (i) no Option or SAR may be
exercised after the scheduled expiration date thereof; (ii) if the Holder's
employment terminates by reason of death or Disability, the Option or SAR shall
remain exercisable for a period of at least one year following such termination
(but not later than the scheduled expiration of such Option or SAR); and (iii)
any termination by the Company for cause will be treated in accordance with the
provisions of Section 11.2(b).

(b) Termination by Company for Cause. If a Holder's employment with the
Company or a Subsidiary shall be terminated by the Company or such Subsidiary
during the Restriction Period with respect to any Restricted Shares, or prior to
the exercise of any Option or SAR, or prior to the vesting or complete exercise
of any Stock Unit, or prior to the vesting of any Performance Award, for cause
(for these purposes, cause shall have the meaning ascribed thereto in any
employment agreement to which such Holder is a party or, in the absence thereof,
shall include but not be limited to, insubordination, dishonesty, incompetence,
moral turpitude, other misconduct of any kind and the refusal to perform his
duties and responsibilities for any reason other than illness or incapacity;
provided, however, that if such termination occurs within 12 months after an
Approved Transaction, Control Purchase or Board Change, termination for cause
shall mean only a felony conviction for fraud, misappropriation or
embezzlement), then (i) all Options and SARs and all unvested or unexercised
Stock Units held by such Holder shall immediately terminate, (ii) such Holder's
rights to all Restricted Shares, Retained Distributions, any unpaid Dividend
Equivalents and any cash awards shall be forfeited immediately and (iii) such
Holder's interest in all unvested Performance Awards shall be forfeited
immediately.

(c) Miscellaneous. The Committee may determine whether any given leave of
absence constitutes a termination of employment; provided, however, that for
purposes of the Plan (i) a leave of absence, duly authorized in writing by the
Company for military service or sickness, or for any other purpose approved by
the Company if the period of such leave does not exceed 90 days, and (ii) a
leave of absence in excess of 90 days, duly authorized in writing by the
Company, provided the employee's right to reemployment is guaranteed either by
statute or contract, shall not be deemed a termination of employment. Awards
made under the Plan shall not be affected by any change of employment so long as
the Holder continues to be an employee of the Company or any Subsidiary.
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11.3 Right of Company to Terminate Employment. Nothing contained in the
Plan or in any Award, and no action of the Company or the Committee with respect
thereto, shall confer or be construed to confer on any Holder any right to
continue in the employ of the Company or any of its Subsidiaries or interfere in
any way with the right of the Company or a Subsidiary to terminate the
employment of the Holder at any time, with or without cause; subject, however,
to the provisions of any employment agreement between the Holder and the Company
or any Subsidiary.

11.4 Nonalienation of Benefits. No right or benefit under the Plan shall
be subject to anticipation, alienation, sale, assignment, hypothecation, pledge,
exchange, transfer, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or
charge the same shall be void. No right or benefit hereunder shall in any manner
be liable for or subject to the debts, contracts, liabilities or torts of the
person entitled to such benefits.

11.5 Written Agreement. Each grant of an Option under the Plan shall be
evidenced by a stock option agreement which shall designate the Options granted
thereunder as Incentive Stock Options or Nonqualified Stock Options; each SAR
shall be evidenced by a stock appreciation rights agreement; each award of
Restricted Shares shall be evidenced by a restricted shares agreement; each
award of Stock Units shall be evidenced by a stock units agreement; each
Performance Award shall be evidenced by a performance award agreement, each in
such form and containing such terms and provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve;
provided, however, that if more than one type of Award is made to the same
Holder, such Awards may be evidenced by a single agreement with such Holder.
Each grantee of an Option, SAR, Restricted Shares, Stock Units or Performance
Awards shall be notified promptly of such grant and a written agreement shall be
promptly executed and delivered by the Company and the grantee, provided that,
in the discretion of the Committee, such grant of Options, SARs, Restricted
Shares, Stock Units or Performance Award shall terminate if such written
agreement is not signed by such grantee (or his attorney) and delivered to the
Company within 60 days after the date the Committee approved such grant. Any
such written agreement may contain (but shall not be required to contain) such
provisions as the Committee deems appropriate (i) to insure that the penalty
provisions of Section 4999 of the Code will not apply to any stock or cash
received by the Holder from the Company or (ii) to provide cash payments to the
Holder to mitigate the impact of such penalty provisions upon the Holder. Any
such agreement may be supplemented or amended from time to time as approved by
the Committee as contemplated by Section 11.8(b).

11.6 Designation of Beneficiaries. Each person who shall be granted an
Award under the Plan may designate a beneficiary or beneficiaries and may change
such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Committee on a form to be prescribed by
it, provided that no such designation shall be effective unless so filed prior
to the death of such person.

11.7 Right of First Refusal. The Agreements may contain such provisions
as the Committee shall determine to the effect that if a Holder elects to sell
all or any shares of Common Stock that such Holder acquired upon the exercise of
an Option or SAR or upon the vesting of Restricted Shares or Stock Units awarded
under the Plan, then such Holder shall not sell such shares unless such Holder
shall have first offered in writing to sell such shares to the Company at Fair
Market Value on a date specified in such offer (which date shall be at least
three business days and not more than ten business days following the date of
such offer). In any such event, certificates representing shares issued upon
exercise of Options or SARs and the vesting of Restricted Shares or Stock Units
shall bear a restrictive legend to the effect that transferability of such
shares are subject to the restrictions contained in the Plan and the applicable
Agreement and the Company may cause the transfer agent for the Common Stock to
place a stop transfer order with respect to such shares.

11.8 Termination and Amendment.

(a) General. Unless the Plan shall theretofore have been terminated as
hereinafter provided, no Awards may be made under the Plan on or after the tenth
anniversary of the Effective Date. The Board or the Committee may at any time
prior to the tenth anniversary of the Effective Date terminate the Plan, and
may, from time to time, suspend or discontinue the Plan or modify or amend the
Plan in such respects as it shall

A-13
<PAGE> 79

deem advisable; except that no such modification or amendment shall be effective
prior to approval by the Company's stockholders to the extent such approval is
required by applicable legal requirements.

(b) Modification. No termination, modification or amendment of the Plan
may, without the consent of the person to whom any Award shall theretofore have
been granted, adversely affect the rights of such person with respect to such
Award. No modification, extension, renewal or other change in any Award granted
under the Plan shall be made after the grant of such Award, unless the same is
consistent with the provisions of the Plan. With the consent of the Holder and
subject to the terms and conditions of the Plan (including Section 11.8(a)), the
Committee may amend outstanding Agreements with any Holder, including, without
limitation, any amendment which would (i) accelerate the time or times at which
the Award may be exercised and/or (ii) extend the scheduled expiration date of
the Award. Without limiting the generality of the foregoing, the Committee may,
but solely with the Holder's consent unless otherwise provided in the Agreement,
agree to cancel any Award under the Plan and issue a new Award in substitution
therefor, provided that the Award so substituted shall satisfy all of the
requirements of the Plan as of the date such new Award is made. Nothing
contained in the foregoing provisions of this Section 11.8(b) shall be construed
to prevent the Committee from providing in any Agreement that the rights of the
Holder with respect to the Award evidenced thereby shall be subject to such
rules and regulations as the Committee may, subject to the express provisions of
the Plan, adopt from time to time, or impair the enforceability of any such
provision.

11.9 Government and Other Regulations. The obligation of the Company with
respect to Awards shall be subject to all applicable laws, rules and regulations
and such approvals by any governmental agencies as may be required, including,
without limitation, the effectiveness of any registration statement required
under the Securities Act of 1933, and the rules and regulations of any
securities exchange or association on which the Common Stock may be listed or
quoted. For so long as any of TCOMA, TCOMB, LBTYA, LBTYB, TCIVA or TCIVB is
registered under the Exchange Act, the Company shall use its reasonable efforts
to comply with any legal requirements (i) to maintain a registration statement
in effect under the Securities Act of 1933 with respect to all shares of the
applicable series of Common Stock that may be issued to Holders under the Plan,
and (ii) to file in a timely manner all reports required to be filed by it under
the Exchange Act.

11.10 Withholding. The Company's obligation to deliver shares of Common
Stock or pay cash in respect of any Award under the Plan shall be subject to
applicable federal, state and local tax withholding requirements. Federal, state
and local withholding tax due at the time of an Award, upon the exercise of any
Option or SAR or upon the vesting of, or expiration of restrictions with respect
to, Restricted Shares or Stock Units, as appropriate, may, in the discretion of
the Committee, be paid in shares of the applicable series of Common Stock
already owned by the Holder or through the withholding of shares otherwise
issuable to such Holder, upon such terms and conditions (including, without
limitation, the conditions referenced in Section 6.6) as the Committee shall
determine. If the Holder shall fail to pay, or make arrangements satisfactory to
the Committee for the payment to the Company of all such federal, state and
local taxes required to be withheld by the Company, then the Company shall, to
the extent permitted by law, have the right to deduct from any payment of any
kind otherwise due to such Holder an amount equal to any federal, state or local
taxes of any kind required to be withheld by the Company with respect to such
Award.

11.11 Separability. It is the intent of the Company that Awards under
this Plan comply with certain exemptive provisions applicable to persons subject
to Section 16 of the Exchange Act unless otherwise provided herein or in an
Award Agreement, that any ambiguities or inconsistencies in the construction of
this Plan be interpreted to give effect to such intention, and that if any
provision of this Plan is found not to be consistent with the availability of
exemptions for grants and awards or dispositions to the Company under Section 16
of the Exchange Act, such provision shall be null and void to the extent
required to comply with such exemptive provisions.

11.12 Non-Exclusivity of the Plan. Neither the adoption of the Plan by
the Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options and the awarding of
stock and cash otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.
A-14
<PAGE> 80

11.13 Exclusion from Pension and Profit-Sharing Computation. By
acceptance of an Award, unless otherwise provided in the applicable Agreement,
each Holder shall be deemed to have agreed that such Award is special incentive
compensation that will not be taken into account, in any manner, as salary,
compensation or bonus in determining the amount of any payment under any
pension, retirement or other employee benefit plan, program or policy of the
Company or any Subsidiary. In addition, each beneficiary of a deceased Holder
shall be deemed to have agreed that such Award will not affect the amount of any
life insurance coverage, if any, provided by the Company on the life of the
Holder which is payable to such beneficiary under any life insurance plan
covering employees of the Company or any Subsidiary.

11.14 Unfunded Plan. Neither the Company nor any Subsidiary shall be
required to segregate any cash or any shares of Common Stock which may at any
time be represented by Awards and the Plan shall constitute an "unfunded" plan
of the Company. Except as provided in Article VIII with respect to awards of
Restricted Shares and except as expressly set forth in writing, no employee
shall have voting or other rights with respect to the shares of Common Stock
covered by an Award prior to the delivery of such shares. Neither the Company
nor any Subsidiary shall, by any provisions of the Plan, be deemed to be a
trustee of any Common Stock or any other property, and the liabilities of the
Company and any Subsidiary to any employee pursuant to the Plan shall be those
of a debtor pursuant to such contract obligations as are created by or pursuant
to the Plan, and the rights of any employee, former employee or beneficiary
under the Plan shall be limited to those of a general creditor of the Company or
the applicable Subsidiary, as the case may be. In its sole discretion, the Board
may authorize the creation of trusts or other arrangements to meet the
obligations of the Company under the Plan, provided, however, that the existence
of such trusts or other arrangements is consistent with the unfunded status of
the Plan.

11.15 Governing Law. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

11.16 Accounts. The delivery of any shares of Common Stock and the
payment of any amount in respect of an Award shall be for the account of the
Company or the applicable Subsidiary, as the case may be, and any such delivery
or payment shall not be made until the recipient shall have paid or made
satisfactory arrangements for the payment of any applicable withholding taxes as
provided in Section 11.10.

11.17 Legends. In addition to any legend contemplated by Section 11.7,
each certificate evidencing Common Stock subject to an Award shall bear such
legends as the Committee deems necessary or appropriate to reflect or refer to
any terms, conditions or restrictions of the Award applicable to such shares,
including, without limitation, any to the effect that the shares represented
thereby may not be disposed of unless the Company has received an opinion of
counsel, acceptable to the Company, that such disposition will not violate any
federal or state securities laws.

11.18 Company's Rights. The grant of Awards pursuant to the Plan shall
not affect in any way the right or power of the Company to make
reclassifications, reorganizations or other changes of or to its capital or
business structure or to merge, consolidate, liquidate, sell or otherwise
dispose of all or any part of its business or assets.

A-15
<PAGE> 81
TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

TELE-COMMUNICATIONS, INC.
SERIES A TCI GROUP COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John C. Malone and Stephen M. Brett, as
Proxies, with full power to act without the other and each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the shares of the above-referenced
common stock of Tele-Communications, Inc. ("TCI") held of record by the
undersigned on April 30, 1998, at the Annual Meeting of TCI to be held on June
16, 1998 or any adjournment thereof.

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 82

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.
Your shares will be cast FOR the other nominee(s).)

- --------------------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

Signature should agree with name printed
hereon. If stock is held in the name of
more than one person, each joint owner
should sign. Executors, administrators,
trustees, guardians, and attorneys should
indicate the capacity in which they sign.

DATED: , 1998
------------------------------

------------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 83

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

TELE-COMMUNICATIONS, INC.
SERIES A LIBERTY MEDIA GROUP COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 84

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below. Your shares will be cast FOR the other nominees(s).)

- --------------------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
------------------------------

------------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 85

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

TELE-COMMUNICATIONS, INC.
SERIES B TCI GROUP COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 86

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

- --------------------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 87

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

TELE-COMMUNICATIONS, INC.
SERIES B LIBERTY MEDIA GROUP COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 88

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

- --------------------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 89

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

CLASS B 6% CUMULATIVE REDEEMABLE EXCHANGEABLE JUNIOR PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John C. Malone and Stephen M. Brett, as
Proxies, with full power to act without the other and each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the shares of the above-referenced
preferred stock of Tele-Communications, Inc. ("TCI") held of record by the
undersigned on April 30, 1998, at the Annual Meeting of TCI to be held on June
16, 1998 or any adjournment thereof.

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 90

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

- --------------------------------------------------------------------------------

2. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 91

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

REDEEMABLE CONVERTIBLE TCI GROUP PREFERRED STOCK, SERIES G

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John C. Malone and Stephen M. Brett, as
Proxies, with full power to act without the other and each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the shares of the above-referenced
preferred stock of Tele-Communications, Inc. ("TCI") held of record by the
undersigned on April 30, 1998, at the Annual Meeting of TCI to be held on June
16, 1998 or any adjournment thereof.

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 92

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

----------------------------------------------------------------------------

2. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 93

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

REDEEMABLE CONVERTIBLE LIBERTY MEDIA GROUP PREFERRED STOCK, SERIES H

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John C. Malone and Stephen M. Brett, as
Proxies, with full power to act without the other and each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the shares of the above-referenced
preferred stock of Tele-Communications, Inc. ("TCI") held of record by the
undersigned on April 30, 1998, at the Annual Meeting of TCI to be held on June
16, 1998 or any adjournment thereof.

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 94

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

-----------------------------------------------------------------------

2. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 95

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

TELE-COMMUNICATIONS, INC.
SERIES A TCI VENTURES GROUP COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 96

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

-----------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 97

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

TELE-COMMUNICATIONS, INC.
SERIES B TCI VENTURES GROUP COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 98

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

-----------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 99

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

CONVERTIBLE PREFERRED STOCK, SERIES C - TCI GROUP

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John C. Malone and Stephen M. Brett, as
Proxies, with full power to act without the other and each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the shares of the above-referenced
preferred stock of Tele-Communications, Inc. ("TCI") held of record by the
undersigned on April 30, 1998, at the Annual Meeting of TCI to be held on June
16, 1998 or any adjournment thereof.

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 100

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

-----------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)

<PAGE> 101

TELE-COMMUNICATIONS, INC.
POST OFFICE BOX 5630
DENVER, CO 80217

CONVERTIBLE PREFERRED STOCK, SERIES C - LIBERTY MEDIA GROUP

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John C. Malone and Stephen M. Brett, as
Proxies, with full power to act without the other and each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the shares of the above-referenced
preferred stock of Tele-Communications, Inc. ("TCI") held of record by the
undersigned on April 30, 1998, at the Annual Meeting of TCI to be held on June
16, 1998 or any adjournment thereof.

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued, and to be signed and dated on reverse side.)

<PAGE> 102

1. Election of Three Directors (Nominees: John W. Gallivan, Paul A. Gould and
Jerome H. Kern).

FOR all nominees listed above:___ WITHHOLD AUTHORITY to vote for all nominees
listed above:___

*EXCEPTIONS:___

(Instructions: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below. Your shares will be cast FOR the other nominee(s).)

-----------------------------------------------------------------------

2. To consider and vote upon a proposal to approve the Tele-Communications, Inc.
1998 Incentive Plan.

FOR ___ AGAINST ___ ABSTAIN ___

3. In their discretion, the Proxies are authorized to vote upon any other
business as may properly come before the Annual Meeting.

DATED: , 1998
-----------------------------

-----------------------------------------
Stockholder's Signature

Please Sign, Date and Return the Proxy Card Votes MUST be Indicated
Promptly Using the Enclosed Envelope in Black or Blue Ink (X)