EXHIBIT 10.09   AMENDED AND RESTATED EMPLOYMENT AGREEMENT  THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made and entered into by and between
Adelphia Communications Corporation, a Delaware corporation (together with its
successors and assigns permitted under this Agreement, the Company), and
Robert Wahl (the Executive) as of November 10, 2004 (the Agreement).  The Company and the Executive are sometimes
each individually referred to in this Agreement as a Party and are sometimes
collectively referred to herein as the Parties.  WHEREAS,
the Company and the Executive are currently parties to an employment agreement
and/or letter from the Company or an Affiliate describing the terms and
conditions of the Executives employment (the Prior Agreements); and  WHEREAS,
the Company and the Executive have agreed that the terms and conditions of the
Executives employment with the Company will now be governed by this Agreement;
and,  WHEREAS,
this Agreement shall supersede the Prior Agreements in all respects.  NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is
mutually acknowledged, the Company and the Executive agree as follows:  1.             Definitions.  (a)           Affiliates shall mean with respect
to the Company, (i) any entity that directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with
the Company or (ii) any entity in which the Company owns an equity interest,
either directly or indirectly.  (b)           Base Salary shall have the meaning
set forth in Section 4 of this Agreement.  (c)           Board shall mean the Board of
Directors of the Company.  (d)           Cause shall mean:  (i)              the Executive is indicted for, pleads
nolo contendere to, or is convicted of a felony, or other crime involving
theft, fraud, dishonesty or moral turpitude; or  (ii)             the Executive engages in willful
misconduct that results in any material harm to the Company; or  (iii)            the Executive commits any material
breach of the Companys Code of Ethics; or


(iv)           the Executives repeated failure to
carry out the lawful duties of his/her position despite specific instruction to
do so;  (v)            a breach by the Executive of any of
the representations and warranties set forth in Section 14(b) of this
Agreement; or  (vi)           the Executive breaches any other
material term of this Agreement which breach has not been cured by the
Executive within 20 days following written notice delivered by the Company in
accordance with the provisions of Section 22 of this Agreement.  (e)           Code of Ethics shall mean the Code
of Business Conduct and Ethics adopted by the Board which is in effect at the
applicable period of time, provided that a copy of such Code of Ethics has been
delivered to the Executive prior to such applicable period of time.  (f)            Committee shall mean the
Compensation Committee of the Board or any other committee of the Board
performing similar functions.  (g)           Disability shall mean the
Executives inability to substantially perform his/her duties and
responsibilities under this Agreement by reason of any physical or mental
impairment that would entitle Executive to long-term disability benefits under
the Companys long-term disability plan then in place.  (h)           Effective Date shall mean the date
on which the Executive first commences employment with the Company pursuant to
this Agreement.  (i)            Good Reason shall mean any of the
following events, if such events occur without the Executives express written consent:  (i)             there is a material reduction in
the Executives Base Salary or Target Incentive Bonus;  (ii)            there is a diminution of the
Executives duties;  (iii)           the Executive is demoted or removed
from the position of Senior Vice President of the Northeast Region;  (iv)           the Executive is relocated to a
principal place of employment that is more then 50 miles from his/her principal
place of residence; or  (v)            there is any other material breach
of this Agreement which is not cured by the Company within 30 days following
written notice delivered by the Executive in accordance with the provisions of
Section 22 of this Agreement.  (j)            Target Incentive Bonus shall have
the meaning set forth in Section 5 of this Agreement.  2


(k)           Term shall mean the period
commencing on the Effective Date and ending on the date Executives employment
is terminated, in accordance with the provisions of Section 9 of this
Agreement.  2.             Employment. 
The Company hereby continues to employ the Executive, and the Executive
hereby accepts such terms of employment, on the terms and conditions set forth
herein.  The Executives principal place
of employment shall be the Companys executive offices located in 200 Minuteman
Park, Andover, MA 01810, though Executive acknowledges that he/she may be
required to travel from time to time for business reasons.  3.             Position, Duties and Responsibilities.  (a)           During the Term, the Executive shall
serve as Senior Vice President of  the
Northeast Region of the Company, with such duties and responsibilities as are
customarily incident to his/her position. 
The Executive shall perform such duties and carry out such
responsibilities as may be determined from time to time by the Company.  The Executive shall devote all of his/her
business time, attention and skill to the performance of such duties and
responsibilities, and shall use his/her best efforts to promote the interests
of the Company and its Affiliates.  (b)           The Executive shall not be precluded
from (i) serving on the boards of directors other companies that do not compete
with the Company, trade associations and/or charitable organizations, subject
to the reasonable approval of the Chief Executive Officer, (ii) engaging in
charitable activities and community affairs, and (iii) managing his/her
personal investments and affairs, provided that such activities do not
materially interfere with the proper performance of his/her duties and
responsibilities to the Company. 
Notwithstanding the foregoing, the Executive shall not engage in any
business activity which is in violation of the Code of Ethics.  4.             Base Salary. 
During the Term, the Executive shall be paid an annualized salary of
$260,000, subject to periodic review, which amount may be increased but not
decreased (the Base Salary).  5.             Annual Bonuses. 
The Executive shall be eligible for an annual performance-based cash
bonus (Incentive Bonus) which shall be determined by and paid based upon
minimum, target and maximum performance goals to be set by the Compensation
Committee, which shall include such criteria as the Compensation Committee
shall deem appropriate.  The Executives
target Incentive Bonus for any year shall be 50 percent of Executives Base Salary
(Target Incentive Bonus).  The Incentive
Bonus shall be prorated for less than a full year of employment to the extent
set forth in this Agreement.  The
Incentive Bonus shall be paid following the end of each fiscal year in
accordance with Company policy as in effect from time to time.  6.             Performance Retention Plan.  The Executive shall be eligible to
participate in the Companys Performance Retention Plan (the PRP).  The initial terms of the Executives
participation include a grant of 
150  percent of Base Salary in
effect on the grant date.    Grants under
the PRP will be administered in accordance with the terms of the PRP plan
document, including proration of the grant for the first employment year.  3


7.             Other Employee Benefit Programs.  (a)           During the Term, the Executive shall
be entitled to participate in all employee pension and welfare benefit plans
and programs made available to the Companys employees generally, as such plans
or programs may be in effect from time to time, including, without limitation,
pension, profit sharing, savings and other retirement plans or programs,
medical, dental, hospitalization, short-term and long-term disability and life
insurance plans, accidental death and dismemberment protection, travel accident
insurance, and any other pension or retirement plans or programs and any other
employee welfare benefit plans or programs that may be sponsored by the Company
from time to time, including any plans that supplement the above-listed types
of plans or programs, whether funded or unfunded, but excluding any plans
providing for severance.  (b)           The Executive shall be entitled to 4
weeks paid vacation per year to be taken in accordance with the Company
vacation policy.  8.             Reimbursement of Business and Other Expenses.  (a)           The Executive is authorized to incur
reasonable expenses in carrying out his/her duties and responsibilities under
this Agreement in accordance with Company policy including, but not limited to,
expenses for travel and entertainment. 
The Company shall promptly reimburse Executive for all business expenses
incurred in connection with carrying out the business of the Company, provided
the Executive shall account for and substantiate all such expenses in
accordance with the Companys policies for its senior executives.  (b)           The Company shall reimburse Executive
for reasonable legal costs incurred by Executive in connection with the review
of this Employment Agreement.  9.             Termination of Employment.  Notwithstanding any other provision of this
Agreement, the Executives employment shall be terminated upon the first
occurrence of any event set forth below. 
All rights and obligations of the parties shall terminate as of the
effective date of such termination except as expressly set forth in this Agreement.  (a)           Death or Disability.  The Executives employment shall terminate
automatically upon the Executives death or Disability during the Term.  The effective date of termination shall be
the date of Executives death or Disability, as the case may be.  In the event of the Executives death or
Disability, the Executive (or his/her estate) shall be entitled to the
following:  (i)             accrued and unpaid Base Salary
through the date of death or Disability;  (ii)            any accrued and unpaid Incentive
Bonus, for the calendar year prior to the death or Disability and any other
accrued and unpaid amounts earned by Executive prior to the date of his/her
death or Disability;  (iii)           a pro-rata portion of the annual
Incentive Bonus for the year in which Executives death or Disability occurs
equal to the product of (A) the Executives Target Incentive Bonus for such
year, and (B) a fraction, the numerator of which  4


shall be the number of
days in the calendar year which have elapsed as of the date of the termination
and the denominator of which is 365; and  (iv)           all vested benefits accrued under any
benefit plans, programs or arrangements in which the Executive participated
during the Term, and an amount equal to such reasonable and necessary business
expenses incurred by the Executive prior to the effective date of the
termination which had not previously been reimbursed pursuant to Section 8.  (b)           Termination for Cause or
Termination by Executive Without Good Reason.  The Executive may terminate his/her
employment voluntarily without Good Reason upon sixty (60) days prior written
notice to the Company.  In such event,
the effective date of termination shall be the sixtieth day following the date
such notice is given.  The effective date
of any termination of Executives employment for Cause shall be determined in
accordance with the provisions of Section 1(d) and Section 22 of this
Agreement.  In the event Executive is
terminated for Cause, or he/she terminates his/her employment voluntarily
without Good Reason, he/she shall be entitled to:  (i)           accrued, unpaid Base Salary through
the effective termination date; and  (ii)          all vested benefits accrued under any
benefit plans, programs or arrangements in which the Executive participated
during the Term; and an amount equal to such reasonable and necessary business
expenses incurred by the Executive prior to the effective date of the
termination which had not previously been reimbursed pursuant to Section 8.  (c)           Termination of Employment by the
Company other than for Death, Disability or Cause or Termination by Executive
for Good Reason.  In the event the
Executives employment is terminated by the Company other than for death,
Disability or Cause, or by the Executive for Good Reason, the Executive shall
be entitled to receive the following payments and benefits:  (i)             accrued and unpaid Base Salary
through the termination date;  (ii)            any accrued and unpaid Incentive
Bonus for the calendar year prior to the date of termination and any other
accrued and unpaid amounts earned by Executive prior to the effective date of
such termination;  (iii)           a pro-rata portion of the Incentive
Bonus for the year in which the termination occurs equal to the product of (A)
the Executives Target Incentive Bonus for such year, and (B) a fraction, the
numerator of which shall be the number of days in the calendar year which have
elapsed as of the date of the termination and the denominator of which is 365;  (iv)           all vested benefits accrued under any
benefit plans, programs or arrangements in which the Executive participated
during the Term, and an amount equal to such reasonable and necessary business
expenses incurred by the Executive prior to the effective date of the
termination which had not previously been reimbursed pursuant to Section 8;  5


(v)            payment of an amount equal to the
Base Salary for a period of two (2) years;  (vi)           for the twenty-four (24) month period
following the effective date of termination, the Company shall pay 100% of the
premium cost to provide the Executive with health insurance benefits no less
favorable than those that the Executive was receiving at the time notice of
termination is given.  Notwithstanding
the foregoing, such health insurance benefits shall constitute secondary
coverage with respect to any health insurance benefits actually received by the
Executive in connection with any subsequent employment (or self-employment)
during such twenty-four month period following the Executives termination; and  (vii)          in the event the Executive has
relocated at the Companys request since March, 2003 (the Initial
Relocation), the Executive shall be entitled to reimbursement in accordance
with the Companys Relocation Policy in effect as of the effective date of
termination, for the costs incurred in connection with a relocation back to the
location from which the Executive was moved in connection with the Initial
Relocation within 12 months following the effective date of termination, as
applicable; provided, that such reimbursement shall not exceed the lesser of
(I) $125,000, and (II) the amount paid by the Company to the Executive (or to a
third-party on behalf of the Executive) in connection with the Initial
Relocation..  (d)           PRP.  The Executives right to payments, if any,
under the PRP upon termination of employment shall be governed by the PRP.  (e)           Release.  The Company may require the Executive to
execute a general release in favor of the Company and its Affiliates as a
condition to the payment of any amounts described in this Section 9.  10.           Restrictive Covenants.  (a)           The Executive agrees that any right
to receive any further payments or benefits hereunder will cease if the
Executive breaches any of the provisions of Section 10(b) through 10(d) below.  (b)           Noncompetition; Nonsolicitation.
By and in consideration of the substantial compensation and benefits to be
provided by the Company hereunder, and further in consideration of the
Executives exposure to the proprietary information of the Company, the
Executive agrees that he/she shall not, during the Term and for at least twelve
(12) months following termination of employment for any reason, without the
express prior written approval of the Company, acting alone or in conjunction
with others, directly or indirectly (i) become employed, retained or engaged
(either as owner, investor, partner, stockholder, employer, employee,
consultant, advisor, or director) by any 
regional bell operating company and their affiliates, including but not
limited to Qwest, Verizon, Bell South and SBC, and any so-called satellite
company, including, but not limited to Dish Network Service Corporation and
DIRECTV Holdings LLC and any of their affiliates; (ii) induce any customers of
the Company or any of its Affiliates with whom the Executive has had contacts
or relationships, directly or indirectly, during and within the scope of  6


his/her employment with the Company, to curtail or
cancel their business with the Company or any of its Affiliates; (iii) induces,
or attempts to influence, any employee of the Company or any of its Affiliates
to terminate employment; or (iv) solicits or retains as an employee or
independent contractor, or assists any third party in the solicitation or
retention as an employee or independent contractor, any person who during the
previous twelve months was an employee of the Company or any Affiliate; provided,
however, that activities engaged in by or on behalf of the Company are
not restricted by this covenant; further, provided , however,
that that the ownership of not more than one percent of the equity securities
of any company having securities listed on an exchange or regularly traded in
the over-the-counter market shall not, of itself, be deemed inconsistent with
clause (b)(i) above.  (c)           Confidential Information.
During the Term and at all times thereafter, the Executive agrees that he/she
will not divulge to anyone (other than the Company or any persons employed or
designated by the Company or the Executives financial or legal advisors) any
knowledge or information of a confidential nature relating to the business of
the Company or any of its Affiliates (unless ascertainable from public or
published information or trade sources), as well as any information of a
confidential nature obtained from customers, clients or other third parties,
including, without limitation, all types of trade secrets and confidential
commercial information, and the Executive further agrees not to disclose,
publish or make use of any such knowledge or information without the prior
written consent of the Company; provided, however, that the Executive may
disclose any such information if required by a court order or other similar
request.  (d)           Cooperation.  The Executive agrees to cooperate with the
Company, during the Term and at all times thereafter, by being reasonably
available to testify on behalf of the Company or any Affiliate in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
and to assist the Company, or any Affiliate, in any such action, suit or
proceeding, by providing information and meeting and consulting at mutually
agreeable times and places with the Board or its representatives or counsel, or
representatives or counsel to the Company, or any Affiliate, as reasonably
requested.  The Company agrees to
reimburse the Executive for all expenses actually incurred by the Executive in
connection with his/her provision of testimony or assistance.  (e)           The Executive agrees that any breach
of the terms of this Section 10 would result in irreparable injury and damage
to the Company for which the Company would have no adequate remedy at law; the
Executive therefore also agrees that in the event of said breach or any
reasonable threat of breach, the Company shall be entitled to an immediate
injunction and restraining order from any court of competent jurisdiction to
prevent such breach and/or threatened breach and/or continued breach by the
Executive and/or any and all persons and/or entities acting for and/or with the
Executive.  The terms of this paragraph
shall not prevent the Company from pursuing any other available remedies for
any breach or threatened breach hereof, including, but not limited to, remedies
available under this Agreement and the recovery of damages.  Notwithstanding anything contained herein to
the contrary, the Companys obligation to make any payments under this
Agreement shall cease and the Executive agrees to pay to the Company, upon
written demand of the Company, in a single cash, lump sum, the net after-tax
amounts received as severance benefits under this Agreement, if either of the
following occur: (i) the Executive breaches any restrictive covenant that
he/she is bound to pursuant to any agreement with the Company or an Affiliate,
or an employee benefit plan of the Company or an Affiliate, including, without
limitation,  7


this Section 10, or (ii) the Executive discloses the
terms and conditions of this Agreement and/or his/her right to receive any
benefits under this Agreement, unless legally required to disclose such
information, to any person other than his/her spouse and/or attorney, provided
such spouse and attorney shall also be bound by this confidentiality
requirement.  (f)            The provisions of this Section 10
shall survive any termination of this Agreement and the Term, and the existence
of any claim or cause of action by the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Company of the covenants and agreements of this Section.  11.           Assignability; Binding Nature.  This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors, heirs (in
the case of the Executive) and assigns. No rights or obligations of the Company
under this Agreement may be assigned or transferred by the Company except that
such rights or obligations may be assigned or transferred pursuant to a merger
or consolidation in which the Company is not the continuing entity, or the sale
or liquidation of all or substantially all of the assets of the Company,
provided that the assignee or transferee is the successor to all or substantially
all of the business and assets of the Company and such assignee or transferee
assumes the liabilities, obligations and duties of the Company, as contained in
this Agreement, either contractually or as a matter of law.  The Company further agrees that, in the event
of a sale or reorganization transaction as described in the preceding sentence,
it shall take whatever action it legally can in order to cause such assignee or
transferee to expressly assume the liabilities, obligations and duties of the Company
hereunder.  No rights or obligations of
the Executive under this Agreement may be assigned or transferred by the
Executive other than his/her rights to payments hereunder, which may be
transferred only by will or operation of law.  12.           Intangible Property.  The Executive will not at any time during or
after the Term have or claim any right, title or interest in any trade name,
trademark, or copyright belonging to or used by the Company and shall not have
or claim any right, title or interest in any material or matter of any sort
prepared for or used in connection with the advertising, promotion or business
of the Company, whatever the Executives involvement with such matters may have
been, and whether procured, produced, prepared, or published in whole or in
part by the Executive, it being the intention of the Parties that the Executive
shall and hereby does, recognize that the Company now has and shall hereafter
have and retain the sole and exclusive rights in any and all such trade names,
trademarks, copyrights (all the Executives work in this regard being a work
for hire for the Company under the copyright laws of the United States),
material and matter as described above.  13.           Insurance.  If the Company desires at any time or from
time to time during the Term to apply in its own name or otherwise for life,
health, accident or other insurance covering the Executive, the Company may do
so and may take out such insurance for any sum which the Company may deem
necessary to protect its interests.  The
Executive will have no right, title or interest in or to such insurance, but
will, nevertheless, assist the Company in procuring and maintaining the same by
submitting from time to time to the usual customary medical, physical, and
other examinations and signing such applications, statements and other
instruments as may reasonably be required by the insurance company or companies
issuing such policies.  8


14.           Representations.  (a) 
The Company represents and warrants that it is fully authorized and
empowered to enter into this Agreement, and the performance of the Companys
obligations under this Agreement will not violate any agreement between it and
any other person, firm or organization.  (b)           The Executive represents and warrants
that he/she is duly authorized to enter into this Agreement.  The Executive represents and warrants that
he/she has not made, and will not make, except with the prior written approval
of the Company, any contractual or other commitments that may be reasonably
expected to conflict with or prevent his/her performance in any material
respect of any portion of this Agreement or conflict with the full enjoyment in
any material respect by the Company of the rights herein granted.  Without limiting the generality of the
foregoing, the Executive represents that he/she is not subject to any
noncompetition, confidentiality or similar agreement with any prior employer
which would conflict with the performance of his/her duties as contemplated by
this Agreement.  15.           Entire Agreement.  This Agreement contains the entire
understanding and agreement between the Parties concerning the subject matter
hereof.  This Agreement supersedes all
prior agreements, understandings, discussions, negotiations and undertakings,
whether written or oral, between the Parties with respect thereto, including
the Prior Agreements.  16.           Amendment or Waiver.  No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by the Executive and
an authorized officer or director of the Company.  No waiver by either Party of any breach by
the other Party of any condition or provision contained in this Agreement to be
performed by such other Party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.  Any waiver must be in writing and signed by
the Executive or an authorized officer or director of the Company, as the case
may be.  17.           Severability.  In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.  18.           Survival.  The respective rights and obligations of the
Parties hereunder shall survive any termination of the Executives employment
to the extent necessary to the intended preservation of such rights and
obligations.  19.           No Mitigation.  Without limiting any other provision hereof
and except as expressly set forth herein, the Company agrees that any income
and other employment benefits received by the Executive from any and all
sources other than the Company before, during or after the Term shall in no way
reduce or otherwise affect the Companys obligation to make payments and afford
benefits hereunder.  20.           Governing Law/Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO APPLICABLE TO  9


CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES TO THE EXTENT SUCH LAWS ARE
NOT PREEMPTED BY FEDERAL BANKRUPTCY LAW.  The parties hereby (i) submit to the exclusive jurisdiction of the
courts of the State of Colorado and the U.S. federal courts (sitting in
Colorado), provided that until the consummation of the Plan, the United States
Bankruptcy Court for the Southern District of New York (Bankruptcy Court)
shall have exclusive jurisdiction for any action or proceeding relating to this
Agreement, (ii) consent that any such action or proceeding may be brought
in any such venue, (iii) waive any objection that any such action or proceeding,
if brought in any such venue, was brought in any inconvenient forum and agree
not to claim the same, (iv) agree that any judgment in any such action or
proceeding may be enforced in other jurisdictions, (v) consent to service of
process at the address set forth in Section 22 hereof, and (vi) to the extent
applicable, waive their respective rights to a jury trial of any claim or cause
of action based on or arising out of this agreement or any dealings between
them relating to the subject matter of this agreement.  21.           Withholding.  All amounts required to be paid by the
Company shall be subject to reduction in order to comply with applicable
Federal, state and local tax withholding requirements, except as expressly
provided herein.  All amounts shall also
be subject to reduction for such additional amounts as may be agreed to by
Executive (i.e., payment of the employee portion of any insurance
premiums).  22.           Notices.  Any notice given to a Party shall be in
writing and shall be deemed to have been given when (a) delivered by hand (with
written confirmation of receipt), (b) sent by telecopier (with written
confirmation of receipt), provided
that a copy is also mailed by registered or certified mail, return receipt
requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in each case to the
appropriate address and telecopier numbers set forth below (or to such other
addresses and telecopier numbers as Party may designate by notice to the other
Party):  If
  to the Company:
  
  Adelphia
  Communications Corporation5619
  DTC ParkwayGreenwood
  Village, Colorado 80111Attention:
  General CounselIf
  to the Executive:
  
  Robert
  G. Wahl10
  DansreauMiddleton,
  MA 01949With
  a copy to:  In
addition, any notice of termination by the Company for Cause, or by the
Executive for Good Reason (a Notice of Termination) shall be set forth in a
writing delivered in  10


the
manner set forth in this Section 22 which (i) indicates the specific
termination provision in this Agreement, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executives employment under the provision so
indicated and (iii) if the effective date of termination is other than the date
of receipt of such notice, specifies the termination date (which date shall be
not more than thirty days after the giving of such notice).  The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executives or the Companys rights hereunder.  23.           Headings.  The headings of the sections contained in
this Agreement are for convenience only and shall not be deemed to control or
affect the meaning or construction of any provision of this Agreement.  24.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
and year first written above.  ADELPHIA
  COMMUNICATIONS CORPORATIONBy:
  /s/
  David R. BrunickName:
  David R. BrunickTitle:
  Senior Vice President  Human Resources/s/
  Robert G. Wahl
  November
  10, 2004Robert Wahl
  Date Signed  11