EXHIBIT
10.16.10  ADELPHIA COMMUNICATIONS
CORPORATION
PERFORMANCE RETENTION PLAN   1.PURPOSE  The purpose of this Plan is to attract highly
qualified employees, and to encourage highly qualified employees of the Company
to continue their employment with the Company during the period of the Companys
restructuring by establishing a plan that provides annual incentive awards
based on the Companys performance.  2.DEFINITIONS  The following terms, as used herein, shall
have the following meanings:  (a)Approval
Date means the date of issuance of an order by the Bankruptcy Court, upon
notice and hearing, approving the Plan, upon which the Plan shall become
effective.  (b)Award
means an incentive award granted pursuant to this Plan.  (c)Bankruptcy
Code shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter
amended.  (d)Bankruptcy
Court means the United States Bankruptcy Court for the Southern District of
New York, such court having jurisdiction over Chapter 11 cases currently pending
with respect to the Company.  (e)Base
Salary means the Participants base annual salary as of the date an Award is
granted, excluding any overtime, bonuses, commissions, other special payments
or any other allowance.  (f)Board
means the Board of Directors of the Company.  (g)Committee
means the Compensation Committee of the Board.  (h)Company
means Adelphia Communications Corporation, a corporation organized under the
laws of the State of Delaware, or any successor corporation.  (i)Consummation
of the Restructuring means the earliest to occur of (A) the date of
consummation of a plan of reorganization of, or involving, the Company in
accordance with Chapter 11 of the Bankruptcy Code that has been confirmed by an
order of the Bankruptcy Court, or (B) the date on which a sale of substantially
all of the assets of the Company is consummated pursuant to a sale in
accordance with §363 of the Bankruptcy Code.  (j)EBITDAR
means, for any period, the consolidated earnings of the Company, determined
before reduction by, (A) consolidated interest expense, (B) total income tax
expense, (C) total depreciation expense, (D) total amortization expense, and
(E) total restructuring-related fees and expenses, normalized for accounting
adjustments, changes in


accounting policies and asset sales, in each case determined by the
Company in accordance with GAAP applied on a consistent basis.  (k)EBITDAR
Target means the EBITDAR target amount established by the Company for its
business plan for each Plan year for purposes of calculating Awards granted
under the Plan; provided that the Plan Administrator shall have discretion to
adjust EBITDAR Targets and associated Awards on an equitable basis for
extraordinary events or other events not within the control of Participants.  (l)Participant
means a full-time employee of the Company who has received written notice from the Plan Administrator that
he or she has been selected for participation in the Plan for a particular Plan
year.  (m)Plan
means the Adelphia Communications Corporation Performance Retention Plan.  (n)Plan
Administrator means the Committee, provided that the Committee may delegate
administrative responsibility to corporate officers in its discretion.  3.ELIGIBILITY  Participation shall be limited to
Participants who have received written notification from the Company that they
have been selected to participate in the Plan. 
Participants shall receive a separate written notification with respect
to each Plan year the Participant is eligible to participate in the Plan, which
shall specify, among other things, the Award grant date, and such Participants
target Award.  4.TARGET
AWARDS  (a)Except
as otherwise provided herein, Participants will be eligible for an annual
target Award, which shall be based on the percentage of the Participants Base
Salary, title and job responsibilities. 
Annual target Awards may range from 25% to 200% of a Participants Base
Salary, as determined by the Plan Administrator.  2


(b)The
amount of each annual Award will be determined based on the Companys financial
performance as compared to the EBITDAR Target, and will equal the product of
(i) the Participants target Award for the relevant Plan year based on the table
provided in Section 4(a) above, and (ii) the percentage of the EBITDAR
Target that is achieved for the relevant Plan year.  % of
  EBITDAR Target
  achieved for
  Plan Year
  
  Total
  Award
  (as a percentage of the
  Target Award)90%
  
  0%91%
  
  10%92%
  
  25%93%
  
  40%94%
  
  55%95%
  
  70%96%
  
  80%97%
  
  85%98%
  
  90%99%
  
  95%100%
  
  100%101%
  
  105%102%
  
  110%103%
  
  115%104%
  
  120%105%
  
  130%106%
  
  145%107%
  
  160%108%
  
  175%109%
  
  190%110%
  
  200%
  3


(c)Participants
shall receive a pro-rata Award for the Plan year during which the Participant
commences participation in the Plan, based on the ratio of number of full
months that the Participant worked at the Company during such Plan year, to 12.  (d)Notwithstanding
the foregoing, in the event the Companys capital expenditures for any Plan
year are greater than or equal to 105%, but less than 110%, of the budgeted
amount of the Companys capital expenditures for such Plan year, each
Participants Award for such Plan year, as determined pursuant to Section 4(b)
herein, shall be reduced by 33.3%.  In
the event capital expenditures for any Plan year are greater than or equal to
110%, but less than 115%, of the budgeted amount of capital expenditures for
such Plan year, each Participants Award, as determined pursuant to Section 4
(b) herein, shall be reduced by 66.6%. 
In the event capital expenditures for any Plan year are greater than or
equal to 115% of the budgeted amount of capital expenditures for such Plan
year, no Award shall be payable to any Participant for such Plan year,
regardless of the Award amount determined pursuant to Section 4(b)
herein.  Determinations regarding the
level of capital expenditures in relation to budget for any Plan year shall be made
by the Plan Administrator.  5.AWARD VESTING  Subject to the provisions of Section 6
herein, (a) the Award granted to a Participant for the Plan year during which
the Participant first commences participation in the Plan will vest in 36 equal
monthly installments (2.777% per month) as of the last day of each month
commencing with the twelfth month following the month in which the Participant
begins participation in the Plan, and (b) any subsequent Awards will vest in 36
equal monthly installments (2.777% per month) commencing as of January 31
of the year immediately following the Plan year with respect to which the Award
was granted.  6.TREATMENT
OF AWARDS UPON CONSUMMATION  (a)Subject
to Section 6(b) herein, upon the Consummation of the Restructuring, (i)
the portion of each Award that is vested shall be paid in cash, in a lump sum,
on the date of such Consummation of the Restructuring, provided that if less
than 25% of an Award is vested as of such date, an amount equal to 25% of such
Award shall vest and be paid in cash on such date, and (ii) the aggregate
unvested portion of all Awards granted to a Participant shall be payable in the
form of restricted stock of the reorganized Company with an aggregate value
equivalent to such aggregate unvested portion. 
The number of shares of restricted stock so granted shall be determined
by the Committee, with the assistance of a nationally recognized independent
compensation consultant, and shall vest in two equal annual installments as
follows:  50% on each of the first and
second anniversaries of the Consummation of the Restructuring.  The restricted stock shall have such other
terms and conditions as are determined by the Committee, which shall not be
inconsistent with this Section 6(a) and Section 7.  (b)If
the Consummation of the Restructuring does not occur on or before the second
anniversary of the date on which the Participants Award is granted, subject to
Section 7 herein, 50% of the portion of such Award which is vested on such
date shall be paid in cash, in a lump sum, on the second anniversary of the
date the Award is granted, and the remaining portion of the Award which is
vested on the Consummation of the Restructuring will be paid in cash, in  4


a lump sum, on the date of such consummation.  The aggregate value of all unvested Awards
granted to a Participant shall be converted to shares of restricted stock, in
the same manner described, and with same terms set forth, in Section 6(a)
herein.  (c)Notwithstanding
the foregoing, in the event the Consummation of the Restructuring occurs as
provided in Section 2(i)(B), the Compensation Committee may provide, in
its discretion, that all Awards (both vested and unvested) shall be paid
(without duplication) in cash, in a lump sum, on the date such consummation
occurs.  7.TERMINATION
OF EMPLOYMENT  (a)In
the event a Participants employment with the Company terminates for any reason
other than termination by the Company for Cause prior to the date on which an
Award is scheduled to be paid as provided in Section 6 herein, such
Participant (or his/her beneficiary in the event of death) shall be entitled to
payment of the vested portion of his/her Award as determined by the Plan
Administrator in accordance with the provisions of Sections 5 and 6
herein.  Such pro-rata Award shall be
paid to the Participant at the same time and in the same form as Awards for
such Plan year are paid to other Participants in the Plan.  (b)In
the event any Participants employment is terminated by the Company for Cause,
all Awards granted to such Participant (vested or unvested) shall be forfeited,
and such Participant shall be ineligible to receive any payment or settlement
of an Award under this Plan.  (c)With
respect to any Participant who has entered into an employment agreement with
the Company, Cause shall have the meaning ascribed thereto in such employment
agreement.  With respect to any other
Participant, the Company shall have Cause to terminate such Participants
employment if such Participant has: (i) refused or repeatedly failed to perform
the duties assigned to him/her; (ii) engaged in a willful or intentional act
that has the effect of injuring the reputation or business of the Company in
any material respect; (iii) continually or repeatedly been absent from the
Company, unless due to serious illness or disability; (iv) committed an act of
gross misconduct, fraud, embezzlement or theft against the Company; or (v)
violated a material Company policy.  8.GENERAL
PROVISIONS  (a)Payments
under this Plan shall not constitute wages and shall be paid by the Company
from the general assets of the Company, as applicable; provided that no
director, officer, agent or employee of the Company shall be personally liable
in the event the Company is unable to make any payments under this Plan due to
a lack of, or inability to access, funding or financing, legal prohibition
(including statutory or judicial limitations) or failure to obtain any required
consent.  Notwithstanding anything in
this Plan to the contrary, any payments to be made hereunder shall only be made
as and to the extent the Company has adequate funding therefor.  (b)Payments
under this Plan are subject to Federal, state and local income tax withholding
and all other applicable federal, state and local taxes.  The Company shall withhold, or cause to be
withheld, from any payments made hereunder all applicable Federal, state and  5


local withholding taxes and may require the employee to file any
certificate or other form in connection therewith.  (c)Nothing
contained herein shall give any employee the right to be retained in the
employment of the Company or any successor, or affect the Companys right to
dismiss any employee at will.  (d)This
Plan is not a term or condition of any individuals employment and no employee
shall have any legal right to payments hereunder except to the extent all
conditions relating to the receipt of such payments have been satisfied in
accordance with the terms of this Plan as set forth herein.  (e)Nothing
contained herein shall give an employee any right to any employee benefit upon
termination of employment with the Company, except as required by law or
provided by the terms of another employee benefit plan document relating to the
treatment of former employees generally.  (f)No
person having a benefit under this Plan may assign, transfer or in any other
way alienate the benefit, nor shall any benefit under this Plan be subject to
garnishment, attachment, execution or levy of any kind.  9.ADMINISTRATION  (a)The
Plan shall be administered by the Plan Administrator.  Subject to the express provisions of this
Plan, the Plan Administrator shall have sole authority to interpret the Plan
(including any vague or ambiguous provisions) and to make all other
determinations deemed necessary or advisable for the administration of the
Plan.  All determinations and
interpretations of the Plan Administrator shall be final, binding and
conclusive as to all persons.  The Plan
Administrator may designate the Participants eligible to participate in the
Plan upon, and following, the Approval Date.  (b)None
of the Plan Administrator, the Committee nor any employee, officer or director
of the Company shall be personally liable by reason of any action taken with
respect to the Plan for any mistake of judgment made in good faith, and the
Company shall indemnify and hold harmless each employee, officer or director of
the Company, including the Plan Administrator, to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated
or delegated, against any reasonable cost or expense (including counsel fees)
or liability (including any sum paid in settlement of a claim with the approval
of the Board) arising out of any act or omission to act in connection with the
Plan unless arising out of such persons own fraud, bad faith or gross
negligence.  10.APPLICABLE
LAW  This Plan and all action taken under it shall
be governed as to validity, construction, interpretation and administration by
the laws of the State of Delaware without giving effect to the choice of law
principles thereof.  6


11.AMENDMENT
OR TERMINATION  The Board may amend, suspend or terminate the
Plan or any portion thereof at any time; provided, however, that unless
the written consent of a Participant is obtained, no such amendment or
termination shall adversely affect any existing rights of such Participant.  7