DIRECTOR DESIGNATION AGREEMENT

THIS DIRECTOR DESIGNATION AGREEMENT dated as of June [ ], 2008 (this "Agreement"), is entered into by and between RHI Entertainment, Inc., a Delaware corporation ("RHI Inc.") and KRH Investments LLC, a Delaware limited liability company ("KRH").

RECITALS

A. WHEREAS, RHI Inc. is contemplating an offer and sale of its shares of common stock, par value$ 0.01 per share, ("Shares") to the public in an underwritten initial public offering (the "Initial Public Offering");

B. WHEREAS, immediately prior to or concurrent with the execution of this agreement, RHI Inc. will become the sole-managing member, and KRH will become the non-managing member, of RHI Entertainment Holdings II, LLC ("Holdings II") pursuant to that certain amended and restated limited liability operating agreement of Holdings II, as it may be amended, supplemented or otherwise modified from time to time (the "LLC Agreement");

C. WHEREAS, immediately prior to or concurrent with the execution of this agreement, Holdings II, RHI Inc. and KRH will enter into a Membership Unit Subscription Agreement, dated as of June [ ], 2008 (the "Subscription Agreement"), pursuant to which Holdings II has agreed to issue common membership units to RHI Inc. ("Membership Units") in exchange for the proceeds received from the Initial Public Offering and to issue Membership Units to KRH in exchange for the contribution of its interests in RHI Entertainment LLC, a Delaware limited liability company; and

D. WHEREAS, in order to induce KRH to enter into the Subscription Agreement with Holdings II and to appoint RHI Inc. as managing member of Holdings II, RHI Inc., as sole-managing member of Holdings II, will agree to permit KRH to designate a certain number of persons for nomination to the board of directors of RHI Inc. (the "Board") on the terms and conditions set forth herein;

E. NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RHI Inc. and KRH agree as follows:

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