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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Employment Agreement, the Committee may provide in the exercise of its
discretion that such Participant shall receive a prorated payout of the Bonus,
payable at the time such payment would have been made in the absence of a
termination of employment.

     5.  Annual Budget and Performance Goals.  Prior to the beginning of each
Award Year, the Company shall approve the Budget and the Committee shall
establish Performance Goals with respect to such Award Year.

     6.  Amount of Awards.  (a) If the Company attains the Performance Goals
established by the Committee with respect to a given Award Year, subject to
Individual Performance and in the discretion of the Committee, each Participant
may receive a Bonus for such Award Year; provided that the Committee shall award
Bonuses to the Participants in respect of such Award Year in an aggregate amount
equal to (i) not less than 80% of the Target Bonus Pool for such Award Year and
(ii) not more than such Target Bonus Pool, it being understood that (x) the
Committee shall determine in its sole discretion the manner in which the Target
Bonus Pool shall be allocated among such Participants and shall have no
obligation to award a Bonus to any single Participant in respect of such Award
Year and (y) assuming satisfactory Individual Performance, it is the expectation
of the parties that 100% of the Target Bonus Pool will be allocated during such
Award Year.  Notwithstanding the foregoing, if the Company attains ninety-five
percent (95%) of such Performance Goals, subject to Individual Performance and
in the discretion of the Committee, each Participant may receive a Bonus of
between 10% and 25% of the Base Salary of such Participant for such Award Year,
in the discretion of the Committee.

     (b) If the Company exceeds the Performance Goals established by the
Committee with respect to a given Award Year, subject to Individual Performance
and in the discretion of the Committee, in lieu of any Bonus awarded pursuant to
Section 6(a), each Participant may receive a Bonus for such Award Year; provided
that the Committee shall award Bonuses to the Participants in respect of such
Award Year in an aggregate amount equal to (i) not less than 80% of the Target
Bonus Pool for such Award Year and (ii) not more than such Maximum Bonus Pool,
it being understood that (x) the Committee shall determine in its sole
discretion the manner in which the Maximum Bonus Pool shall be allocated among
such Participants and shall have no obligation to award a Bonus to any single
Participant in respect of such Award Year and (y) assuming satisfactory
Individual Performance, it is the expectation of the parties that 100% of the
Maximum Bonus Pool will be allocated during such Award Year.

     7.  Adjustments.  Neither the existence of the Plan nor any designations or
Bonuses made under the Plan shall impair the right of the Company to, among

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