November, 1997 and previously was Executive Vice President for Administration
at CVI since 1990. Mr. Halpin's professional career spans 18 years during
which he worked in a wide variety of industries as a partner at Arthur
Andersen, including being a member of Arthur Andersen's cable television
industry committee. Mr. Halpin is a member of the AICPA and the Connecticut
State Society of CPA's.
David Testa, an Executive Vice President, a founder of the Company and one
of the founding members of RMP, served as a Vice President of CVI since 1987.
Mr. Testa's career in the cable industry spans 18 years with Warner Cable,
Teleprompter, Group W Cable and CVI. He has served on several national
industry committees and was a Director of the Cable Television Association of
Alan E. Goldberg, the Head of the Morgan Stanley Dean Witter Private Equity
Group, has been a Managing Director of Morgan Stanley & Co. Incorporated since
January 1988. Mr. Goldberg is a Managing Director of Morgan Stanley Capital
Partners III, Inc., the general partner of the general partner of Morgan
Stanley Capital Partners III, L.P. He also serves as director of Catalytica,
Inc., Amerin Corporation, Jefferson Smurfit Corporation, Direct Response
Corporation, Homeowners Direct Corporation, Equant, N.V. and several private
Leonard J. Baxt, the Chief Executive Officer and the head of the Corporate
Department of Dow, Lohnes & Albertson, PLLC, has been a member of such firm
since 1980. Mr. Baxt specializes in the acquisition and financing of media and
telecommunications companies. He is also a director of Falcon Holding Group,
Amy Rosen Wildstein, an Associate of Morgan Stanley & Co. Incorporated and
of Morgan Stanley Capital Partners III, Inc., has been employed by Morgan
Stanley & Co. Incorporated since 1994. Ms. Wildstein was previously employed
by the Blackstone Group. She is also a director of The Compucare Company.
David E. O'Hayre, the Senior Vice President, Investments, for Time Warner
Cable Ventures, joined American Television and Communications Corporation
("ATC"), a principal owner of Time Warner Cable, in 1973. Mr. O'Hayre held a
number of key positions at ATC, including Vice President, Cable Investments,
and was responsible for the acquisition, sale and trade of cable television
systems of ATC nationwide.
COMMITTEES OF THE BOARDS
The Board of Representatives of Holdings is expected to have an Audit
Committee and a Compensation Committee, and the Board of Representatives of
Renaissance Media is expected to have at least two committees: (i) an Audit
Committee; and (ii) a Compensation Committee. The Audit Committees' primary
responsibilities will be to review and recommend to the Board internal
accounting and financial controls and the accounting principles and auditing
practices and procedures to be employed in preparation and review of financial
statements and to make recommendations concerning the engagement of
independent public accountants and the scope of the audit to be undertaken by
such accountants. The Compensation Committee's primary responsibilities will
be to review and recommend policies, practices and procedures relating to the
compensation of the officers and other managerial employees and the
establishment and administration of employee benefit plans, including the
Renaissance Media Executive Bonus Incentive Plan (the "Plan").
REPRESENTATIVE AND DIRECTOR COMPENSATION
Representatives and Directors will not receive any compensation for their
services as Representatives/ Directors of Holdings, the Obligors, the
Guarantor and Renaissance Media. Representatives and Directors will be
reimbursed by the Company for their reasonable out-of-pocket expenses accrued
in connection with acting as Representatives and Directors.
APPOINTMENT OF EXECUTIVE OFFICERS
Executive officers are appointed at the first meeting of the Boards of
Representatives/Directors after each annual meeting of members/stockholders
and are elected to serve until they resign or are removed, or are otherwise
disqualified to serve, or until their successors are elected and qualified.