DIRECTOR DESIGNATION AGREEMENT

Exhibit 10.4

DIRECTOR DESIGNATION AGREEMENT

     THIS DIRECTOR DESIGNATION AGREEMENT dated as of June 23, 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 23, 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:

1. Definitions

     1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

     “ Affiliate ” has the meaning set forth in the LLC Agreement.

     “ Approval Rights ” means the right of KRH to approve certain actions enumerated in Section 4.3(b) of the LLC Agreement.

     “ Beneficial Owner ” or “beneficial owner” (including, with correlative meanings, the terms “beneficial ownership” and “beneficially owns”) has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that in addition, the provisions of Section 2.3 of this Agreement will apply in calculating the beneficial ownership of Membership Units by KRH or a Permitted Transferee.

     “ Certificate of Incorporation ” means that certain Amended and Restated Certificate of Incorporation of RHI Inc., dated as of June 23, 2008, as it may be amended, supplemented or otherwise modified from time to time.

     “ Change of Control ” has the meaning set forth in the LLC Agreement.

     “ Director ” means a member of the Board.

     “ Exchange ” means the right to exchange Membership Units for Shares and/or cash pursuant to Article 9 of the LLC Agreement.

     “ Group ” has the meaning set forth in Section 13(d)(3) and Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

     “ Independent Director ” means any Director, so long as the Shares are traded on Nasdaq Global Market, satisfies the definition of an “independent director” set forth in the applicable rules in the Marketplace Rules of the Nasdaq Stock Market, Inc., as such rules may be amended from time to time, or, if the principal exchange upon which the Shares are then traded is not Nasdaq Global Market, such term shall mean any Director of RHI Inc. that satisfies the definition of independent director according to the rules of such other exchange.

     “ Member ” means each Person that becomes a member, as contemplated in the LLC Agreement, of Holdings II in accordance with the provisions of the LLC Agreement and has not ceased to be a Member as provided in Section 3.1(d) of the LLC Agreement, and each of such Member’s transferees, if applicable.

     “ Nominating Committee ” means the nominating committee of the Board or any committee of the Board authorized to perform the function of nominating directors for the Board.

     “ Permitted Transferee ” means (i) in the case of any Member (other than RHI Inc.) and any Permitted Transferee of any Member (other than RHI Inc.), an Affiliate of such Member or Permitted Transferee, or (ii) in the case of KRH and any Permitted Transferee of KRH, a non-Affiliate of KRH or Permitted Transferee if more than 50% of the non-Affiliate’s general voting power is owned directly or indirectly through one or more entities that are the same entities that own 50% or more of the general voting power of the Ultimate Parent of KRH or if the Ultimate Parent of KRH, directly or indirectly through Subsidiaries, manages the affairs or investments of such non-Affiliate. RHI Inc. shall not have any Permitted Transferees.

     “ Person ” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity or organization of any nature whatsoever or any Group of two or more of the foregoing.

     “ Retiring Director ” means any Director whose term expires at the next annual meeting of stockholders of RHI Inc. pursuant to the terms of the Certificate of Incorporation.

     “ Securities Laws ” means the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

     “ Subsidiary ” has the meaning set forth in the LLC Agreement.

     “ Transfer ” or “ Transferred ” means, directly or indirectly, to sell, transfer, give, exchange, bequest, assign, pledge, encumber, hypothecate or otherwise dispose of, either voluntarily or involuntarily, any of the rights granted under Section 2 (including through a Change of Control of a Person holding units directly or indirectly), provided, however , a Change of Control of an ESA Party or its stockholders shall not be a Transfer.

     “ Ultimate Parent ” means Kelso Interco VII, LLC, KEP VI AIV, LLC, any investment fund managed by Kelso & Company L.P. or any Affiliate of Kelso & Company L.P. or any of their respective subsidiaries or any successors thereto.

      Additional Terms . In addition to defined terms identified in Section 1.1, the following terms have the meanings assigned in the Sections referred to in the table below:

2. Nominee Designation

     2.1 Designation Right. . So long as KRH beneficially owns at least 5% of the Membership Units in Holdings II, KRH shall have the right to designate a number of persons for appointment or nomination, as the case may be, for election to the Board (each, a “ Designee ”).

     2.2 Specific Designees.