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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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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 a period of one year following the Date of Termination (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 Severance
   Period.

          (iii) Other than the benefits set forth in paragraphs (i) and (ii) of
   this Section 8(c), the Company and its affiliates will have no further
   obligations hereunder with respect to Executive following the Date of
   Termination, it 

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