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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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not paid, and (ii) the Company and its affiliates will have no further
obligations with respect to Executive hereunder, it being understood, however,
that nothing contained in this Agreement shall in any manner affect the
obligations of Holdings to Executive under the Holdings LLC Agreement or the
rights of Executive under the MSCP Carry LLC Agreement or the TWI Carry LLC
Agreement.

  (b)  Disability or Death.  Executive's employment hereunder shall terminate
upon his death, and the Company shall have the right to terminate Executive's
employment if Executive incurs a Disability.

  Upon termination of Executive's employment hereunder by reason of either
Disability or death, (i) Executive or his estate (as the case may be) shall be
entitled to receive (A) Base Salary through the Date of Termination, (B) any
prior year Bonus earned but not paid and (C) pro rata Bonus for the year in
which the termination occurs (to be determined in the same manner and paid at
the same time as bonuses for other senior executives), and (ii) the Company and
its affiliates will have no further obligations with respect to Executive
hereunder, it being understood, however, that nothing contained in this
Agreement shall in any manner affect the obligations of Holdings to Executive
under the Holdings LLC Agreement or the rights of Executive under the MSCP Carry
LLC Agreement or the TWI Carry LLC Agreement.

  (c)  Without Cause by the Company; by Executive for Good Reason.  If
Executive's employment is terminated, (x) by the Company without Cause (other
than by reason of Disability or death) or (y) by Executive for Good Reason (as
defined below), Executive shall be entitled to the following benefits:

       (i) The Company shall pay Executive (A) accrued unpaid Base Salary
     through the Date of Termination, (B) any prior year Bonus earned but not
     paid and (C) pro rata Bonus for the year in which the termination occurs
     (to be determined in the same manner and paid at the same time as bonuses
     for other senior executives).

       (ii) Executive shall continue to receive as severance ("Severance") for
     the remainder of the Employment Term (A) Base Salary at Executive's salary
     rate as of the Date of Termination, (B) Bonus in the same amount as paid
     for the year prior to the year in which the termination occurs and (C)
     welfare benefit continuation subject to mitigation if Executive is
     subsequently employed by another employer.  Base Salary and Bonus will be
     payable in continued equal payments at least monthly for the remainder of
     the Employment Term.  Notwithstanding the foregoing, other than for a
     termination by Executive on the grounds set forth in the definition of
     "Good 

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