Exhibit 10.44.3   INDEMNIFICATION
AGREEMENT  This Indemnification Agreement (this Agreement) is made and entered
into as of          ,
20   between Adelphia Communications Corporation, a Delaware
corporation (the Company), and                 
(Indemnitee), a director of the Company.  WHEREAS, the Indemnitee has been nominated to serve on the Companys
board of directors (the Board) and agrees, on the condition that he be so
indemnified, to serve as a director of the Company and in such capacity will
render services to the Company;  WHEREAS, the Company is aware that because of the increased exposure to
litigation subjecting directors to expensive litigation risks, talented and
experienced persons are increasingly reluctant to serve or continue to serve as
directors and officers of corporations unless they are appropriately
indemnified;  WHEREAS, the Company is also aware that statutes and judicial decisions
regarding the duties of directors and officers are often difficult to apply,
ambiguous or conflicting and therefore fail to provide directors with adequate
guidance regarding the proper course of action;  WHEREAS, the Company desires to attract and retain the services of
highly experienced and capable individuals, such as Indemnitee, to serve as directors
of the Company and to indemnify its directors so as to provide them with the
maximum protection permitted by law;  WHEREAS, the Company believes that it is fair and proper to protect the
Companys directors from the risk of judgments,
settlements and other expenses which may occur as a result of their service to
the Company, even in cases in which such persons received no personal profit or
were not otherwise culpable;  NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee, intending to be legally bound, hereby
agree as follows:  SECTION 1.               Definitions.  For purposes of this Agreement, the following
terms shall have the meanings set forth below:  (a)           Change of Control shall be deemed to have occurred in any
one of the following circumstances occurring after the date hereof: (i) there
shall have occurred an event required to be reported with respect to the
Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item or any similar schedule or form) under the
Securities Exchange Act of 1934, as amended (the Exchange Act), regardless of
whether the Company is then subject to such reporting requirement; (ii) any
person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
shall have become the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
15% or more of the combined voting power of the Companys then outstanding
voting securities; (iii) the Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence of
which members of the Board in


office
immediately prior to such transaction or event constitute less than a majority
of the Board thereafter; (iv) all or substantially all the assets of the
Company are sold or disposed of in a transaction or series of related transactions;
or (v) the individuals who on the date hereof constitute the Board (including,
for this purpose, any new director whose election or nomination for election by
the Companys stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors on the date hereof) cease for
any reason to constitute at least a majority of the Board.  (b)           Enterprise means any Person of which Indemnitee is or was a
Fiduciary.  (c)           Expenses means all direct and indirect costs
(including, without limitation, attorneys fees, retainers, court costs,
transcripts, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or out-of-pocket expenses) actually, reasonably and
customarily incurred in connection with (i) any Proceeding, (ii) establishing
or enforcing any right to indemnification or advancement of expenses under this
Agreement, applicable law, any other agreement or provision of the Companys
Certificate of Incorporation or By-laws now or hereafter in effect or
otherwise, or (iii) the review and preparation of this Agreement on behalf of
Indemnitee; provided, however, that Expenses shall not include any Liabilities.  (d)           Fiduciary means an individual serving as a director,
officer, trustee, general partner, managing member, fiduciary, board of
directors committee member, employee or agent of (i) the Company, (ii) any
resulting corporation in connection with a consolidation or merger to which the
Company is a party, or (iii) any other Person (including an employee benefit
plan) at the request of the Company, including any service with respect to an
employee benefit plan, its participants or its beneficiaries.  (e)           Independent Counsel means a nationally recognized law firm,
or a member of a nationally recognized law firm, that is experienced in matters
of corporate law and neither currently is, nor in the five years previous to
its selection or appointment has been, retained to represent (i) the Company or
the Indemnitee in any matter material to either such party (other than with
respect to matters concerning the rights of Indemnitee under this Agreement or
of other indemnities under similar indemnification agreements) or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  For the avoidance of doubt,
any law firm or member of a law firm that shall have advised either party with
respect to the review and preparation of this Agreement shall not be
Independent Counsel for the purposes of this Agreement.  (f)Liabilitiesmeans
liabilities of any type whatsoever incurred by reason of (i) the fact that
Indemnitee is or was a Fiduciary, or (ii) any action taken (or failure to act)
by him or on his behalf in his capacity as a Fiduciary, including, but not
limited to, any judgments, fines (including any excise taxes assessed on
Indemnitee with respect to an employee benefit plan), ERISA excise taxes and
penalties, and penalties and amounts paid in settlement of any Proceeding
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such judgments, fines, penalties or amounts
paid in settlement).  2


(g)           Person means any individual, partnership, joint venture,
firm, corporation, association, limited liability company, trust, estate,
governmental unit or other enterprise or entity.  (h)           Proceeding shall mean any threatened,
pending or completed investigation,civil
or criminal action, third-party action, derivative action, claim, suit,
arbitration, counterclaim, cross claim, alternative dispute resolution
mechanism, inquiry, administrative hearing or any other proceeding whether
civil, criminal, administrative, legislative or investigative, including any
appeal therefrom in which Indemnitee was involved as a party or otherwise by
reason of (i) the fact that Indemnitee is or was a Fiduciary, or (ii) any
action taken (or failure to act) by him or on his behalf in his capacity as a
Fiduciary.  (i)            Subsidiary means any Person of which a
majority of the outstanding voting securities or other voting equity interests
are owned, directly or indirectly by the Company.  SECTION 2.           Services
by the Indemnitee.  Subject to the
effectiveness of this Agreement pursuant to Section 13 hereof, the Indemnitee
agrees to serve as a director of the Company at the will of the Company for so
long as the Indemnitee is duly elected and qualified, appointed or until such
time as the Indemnitee tenders a resignation in writing or is removed as a
director in accordance with the Companys Bylaws as amended from time to time;
provided, however, the Indemnitee may at any time and for any reason resign
from such position.  SECTION 3.           Indemnification.  (a)           Indemnification.  Subject to the further provisions of this
Agreement, the Company hereby agrees to and shall indemnify Indemnitee and hold
him harmless from and against any and all Expenses and Liabilities incurred by
Indemnitee or on Indemnitees behalf, to the fullest extent permitted by
applicable law in effect on the date hereof, and to such greater extent as
applicable law may thereafter permit or authorize.  (b)           Presumptions.  (i)            Upon
making any request for indemnification or advancement of Expenses under this
Agreement, Indemnitee shall be presumed to be entitled to such indemnification
or advancement of Expenses, as the case may be, under this Agreement and, in
connection with any determination with respect to entitlement to
indemnification under Section 4(c) hereof, the Company shall have the burdens
of coming forward with evidence and of persuasion to overcome that presumption
in connection with the making by any Person of any determination contrary to
that presumption.  Neither the failure of
any Person to have made such determination prior to the commencement of any
action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by any Person that Indemnitee has not met any
applicable standard of conduct, shall be a defense to any such action by
Indemnitee or create a presumption that Indemnitee has not met the applicable
standard of conduct.  3


(ii)           For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitees action is based on the records or books of
account of any Enterprise, including financial statements, or on information
supplied to Indemnitee by the officers of such Enterprise in the course of
their duties, or on the advice of legal counsel for such Enterprise or on
information or records given or reports made to such Enterprise by an
independent certified public accountant or by an appraiser or other expert
selected by such Enterprise.  The
provisions of this Section 3(b) shall not be deemed to be exclusive or to limit
in any way the other circumstances in which Indemnitee may be deemed or found
to have met the applicable standard of conduct set forth in this Agreement.  (iii)          If
the Person empowered or selected under Section 4(c) hereof to determine whether
Indemnitee is entitled to indemnification shall not have made a determination
within twenty (20) calendar days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (A) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitees statement not
materially misleading, in connection with the request for indemnification, or
(B) a prohibition of such indemnification under applicable law.  (iv)          The
knowledge and/or actions, or failure to act, of any other Fiduciary shall not
be imputed to Indemnitee for purposes of determining any right to
indemnification under this Agreement.  (c)           Effect
of Certain Proceedings.  The termination
of any Proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendre or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not act in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Company, and with respect
to any criminal Proceeding, that Indemnitee had reason to believe his or her
conduct was unlawful.  SECTION 4.               Expenses;
Indemnification Procedure.  (a)           Advancement
of Expenses.  The Company shall
advance all Expenses incurred by Indemnitee or on Indemnitees behalf, without
regard to Indemnitees ultimate entitlement to indemnification under the other
provisions of this Agreement.  Indemnitee
hereby undertakes to repay such amounts advanced if, and only to the extent
that, it shall be determined by a final judgment or other final adjudication,
not subject to further appeal or review, that Indemnitee is not entitled to be
indemnified by the Company as authorized hereby, or under applicable law or
otherwise.  The advances to be made
hereunder shall be paid by the Company to Indemnitee within twenty (20)
calendar days following delivery of any written request, from time to time, by
Indemnitee to the Company.  Any overdue
amount of such Expenses to be paid by the Company hereunder shall bear
interest, compounded monthly, at a rate of 8% per annum. Advances payable
hereunder shall include any and all reasonable Expenses incurred pursuing an
action to enforce this right of advancement, including Expenses incurred  4


preparing and forwarding any statements to the Company to support the
advances claimed.  (b)           Notice by
Indemnitee.  To obtain
indemnification under this Agreement, Indemnitee shall, as promptly as
reasonably practicable under the circumstances, notify the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or any other matter
which may be subject to indemnification of Liabilities or advancement of
Expenses covered by this Agreement; provided however, that any delay or failure
to so notify the Company shall relieve the Company of its obligations hereunder
only to the extent, if at all, that the Company is actually and materially
prejudiced by reason of such delay or failure. 
Notice to the Company shall be directed to the President/Chief Executive
Officer of the Company, with a copy to the Companys outside counsel, at the
addresses shown on the signature page of this Agreement (or such other address
as the Company shall designate in writing to Indemnitee) in accordance with
Section 18 hereof.  (c)           Determination of
Entitlement to Indemnification.  Upon
the receipt of any notice pursuant to Section 4(b) hereof, a determination, if
expressly required by applicable law, with respect to Indemnitees entitlement
to indemnification hereunder shall be made within twenty (20) calendar days by
(i) a majority vote of the Board who are not parties to the Proceeding in
respect of which indemnification is sought by Indemnitee, even though less than
a quorum or (ii) by a committee of such directors designated by majority vote
of such directors even though less than a quorum, or (iii) if there are no such
directors, or if such directors so direct, by Independent Counsel in a written
opinion to the Board (a copy of which opinion shall be delivered to
Indemnitee); provided, however, that if there has been a Change of Control at
or prior to the time of such notice by Indemnitee, Indemnitees entitlement to
indemnification shall be determined within the foregoing time period by
Independent Counsel selected by Indemnitee, such determination to be set forth
in a written opinion to the Board (a copy of which opinion shall be delivered
to Indemnitee).  The Company agrees to
pay the reasonable fees of any Independent Counsel and to fully indemnify such
Independent Counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto. If, pursuant to the foregoing, it is determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within twenty
(20) calendar days from the date of notice by Indemnitee pursuant to Section
4(b) hereof.  Indemnitee shall reasonably
cooperate in the making of such determination, including providing upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination.  For the avoidance of doubt, any costs or
expenses (including attorneys fees and disbursements) incurred by Indemnitee
in so cooperating with the Person making such determination shall be included
as Expenses for the purposes of this Agreement. Nothing in this Section 4(c)
shall be construed to limit or modify the presumptions in favor of Indemnitee
set forth in Section 3(b).  (d)           Notice
to Insurers.  If, at the time of the
receipt of any notice of any Proceeding pursuant to Section 4(b) hereof, the
Company has directors and officers liability insurance in effect, then the
Company shall give prompt notice of the  5


commencement of such Proceeding to the directors and officers
liability insurers in accordance with the procedures set forth in the
respective policies.  The Company shall
thereafter take all necessary or appropriate action to cause such insurers to
pay, on behalf of Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies. The failure or
refusal of such insurers to pay any such amount shall not affect or impair the
obligations of the Company under this Agreement.  (e)           Control of
Defense; Counsel Costs; Settlement. 
In connection with paying the Expenses of any Proceeding against
Indemnitee under Section 4(a), the Company shall be entitled to elect to assume
the defense of such Proceeding, with counsel approved by Indemnitee, which
approval shall not be unreasonably withheld, by the delivery to Indemnitee of
written notice of its election to do so. 
After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company shall not be
liable to Indemnitee under this Agreement for any fees of separate counsel
subsequently incurred by Indemnitee with respect to the same Proceeding;
provided, that (i) Indemnitee shall have the right to employ counsel in any
such Proceeding at Indemnitees expense; and provided, further (ii) if (A) the
employment of counsel by Indemnitee has been authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there is an actual conflict of
interest between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company shall not have employed counsel to assume the defense of
such Proceeding, then in any such event the fees and expenses of Indemnitees
counsel shall be at the expense of the Company. 
The Company shall not be entitled to assume the defense of any
Proceeding brought in the name of or on behalf of the Company or as to which
Indemnitee shall have made the conclusion provided for in (B) above.  Notwithstanding the foregoing, if at any time
the Company fails to pay any Expenses with respect to any Proceeding in
accordance with Section 4(a) hereof, Indemnitee shall immediately be entitled
to assume and control his own defense in such Proceeding with counsel of his
own choice (by notice to the Company), and will have all rights to
indemnification of those counsel Expenses hereunder.  The Company shall not settle any action or
claim in any manner that would impose any limitation or unindemnified penalty
on Indemnitee without Indemnitees written consent, which consent shall not be
unreasonably withheld.  SECTION 5.               Remedies
of Indemnitee.  (a)           In
the event that (i) a determination is made pursuant to Section 4(c) of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section
4(a) hereof, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 4(c) hereof within twenty (20) calendar days
after receipt by the Company of notice pursuant to Section 4(b) hereof, or (iv)
payment of indemnification is not made pursuant to the third last sentence of
Section 4(c) hereof within twenty (20) calendar days after the date of notice
by Indemnitee pursuant to Section 4(b) hereof, Indemnitee shall be entitled to
an adjudication by the Delaware Court of Chancery or other court of competent
jurisdiction of his entitlement to such indemnification, advancement of
Expenses, or to recover damages for breach of this Agreement.  The Company shall not oppose Indemnitees
right to seek any such adjudication.  (b)           In
the event that a determination shall have been made pursuant to Section 4(c) of
this Agreement that Indemnitee is not entitled to indemnification, any  6


judicial proceeding commenced pursuant to this Section 5 shall be
conducted in all respects as a de novo trial
and Indemnitee shall not be prejudiced by reason of that adverse
determination.  In any judicial
proceeding commenced pursuant to this Section 5 the Company shall have the
burdens of coming forward with evidence and of persuasion to prove that
Indemnitee is not entitled to indemnification or advancement of Expenses, as
the case may be, and the Company may not refer to or introduce into evidence
any determination pursuant to Section 4(c) of this Agreement adverse to
Indemnitee for any purpose.  If a
determination shall have been made pursuant to Section 4(c) hereof that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section 5,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitees statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of
such indemnification under applicable law.  (c)           In
the event that Indemnitee, pursuant to this Section 5, seeks a judicial
adjudication to enforce his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Company, and
shall be indemnified by the Company against, any and all Expenses actually and
reasonably incurred by him in such judicial adjudication.  If it shall be determined in said judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
against, any and all Expenses reasonably incurred by Indemnitee in connection
with such judicial adjudication.  (d)           The
Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 5 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any
such court that the Company is bound by all the provisions of this Agreement.  SECTION 6.           Nonexclusivity.  The indemnification provided by this
Agreement shall be in addition to any rights to which Indemnitee may be
entitled under the Companys Certificate of Incorporation, the Companys
Bylaws, any agreement, any vote of shareholders or disinterested directors, the
General Corporation Law of the State of Delaware (the DGCL) or otherwise,
both as to action in Indemnitees official capacity and as to action in another
capacity while holding such office.  SECTION 7.               Partial
Indemnification.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Expenses or Liabilities actually or
reasonably incurred by Indemnitee in investigation, defense, appeal or
settlement of any Proceeding, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion of such
Expenses and Liabilities to which Indemnitee is entitled.  SECTION 8.               Mutual
Acknowledgment.  Both the Company and
Indemnitee acknowledge that in certain instances, U.S. Federal law or
applicable public policy may prohibit the Company from advancing expenses or
indemnifying its directors under this Agreement or otherwise.  Indemnitee understands and acknowledges that
the Company may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Companys right  7


under public
policy to indemnify Indemnitee.  Any
action taken pursuant to the terms of this Section 8 shall not constitute a
breach of this Agreement.  SECTION 9.           Directors
and Officers Liability Insurance. 
The Company shall use its best efforts to obtain and maintain on an
ongoing basis a policy or policies of insurance on commercially reasonable
terms with reputable insurance companies providing liability insurance for
Fiduciaries, including Indemnitee, in respect of acts or omissions occurring
while serving in such capacity, and to ensure the Companys performance of its
indemnification obligations under this Agreement, on terms with respect to
coverage and amount (including with respect to the payment of Expenses) no less
favorable than those of such policy or policies of insurance in effect on the
date hereof.  To the extent that the
Company maintains a policy or policies of insurance pursuant to this Section 9,
Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any Fiduciary
under such policy or policies.  SECTION 10.         Severability.  If this Agreement or any portion hereof shall
be invalidated or ruled to be unenforceable on any ground by any court of
competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee
to the full extent permitted by applicable law and the court is expressly
requested and authorized to construe this Agreement in order, as closely as
possible, to provide the benefits to Indemnitee intended by this Agreement.  SECTION 11.         Duration of
Agreement.  The indemnification
provided under this Agreement shall continue as to the Indemnitee for any
action taken or not taken while serving as a Fiduciary even though Indemnitee
may have ceased to serve in such capacity at the time of any action or other
covered proceeding.  SECTION 12.         Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee as follows:  (a)           Excluded
Acts.  No indemnification shall be
made for any acts or omissions or transactions, if and to the extent that it
shall be determined by a final judgment or other final adjudication, not
subject to further appeal or review, that a director may not be relieved of
liability arising from any such acts or omissions or transactions under the
DGCL.  (b)           Indemnitee
Liable to Company.  No
indemnification shall be made in respect of any Proceeding, claim, issue or
matter as to which it shall have been determined by a final judgment or other
final adjudication, not subject to further appeal or review, that Indemnitee is
liable to the Company unless and only to the extent that such final judgment or
other final adjudication shall determine that, despite the adjudication of
liability but in view of all of the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for such Expenses as the court
deems proper and then only to the extent that the court shall determine.  (c)           Claims
Initiated by Indemnitee.  No indemnification
or advance of Expenses to Indemnitee shall be made with respect to Proceedings
or claims initiated or brought voluntarily by Indemnitee and not by way of
defense, except with respect to such Proceedings brought to establish or
enforce a right to indemnification or advancement of Expenses under this
Agreement or any other statute or applicable law or otherwise as  8


required under Section 145(c) of the DGCL or any other provision of the
Certificate of Incorporation or Bylaws of the Company, unless (i) the Board of
Directors has approved the initiation or bringing of such Proceeding (or any
part of any Proceeding) or (ii) the Company provides the indemnification, in
its sole discretion, pursuant to the powers vested in the Company under
applicable law.  (d)           Lack
of Good Faith.  No indemnification
shall be made to indemnify Indemnitee for any Expenses or Liabilities incurred
by Indemnitee with respect to any Proceedings instituted by Indemnitee to enforce
or interpret this Agreement, if it shall be determined by a final judgment or
other final adjudication, not subject to further appeal or review, that each of
the material assertions made by Indemnitee in such proceeding was not made in
good faith or was frivolous;  (e)           Insured
Claims.  No indemnification shall be
made to indemnify Indemnitee for Expenses or Liabilities of any type whatsoever
if, but only to the extent that, Indemnitee shall have actually received
payment with respect to any such Expenses or Liabilities from an insurer under
any policy of directors and officers liability insurance maintained by the
Company, and any such payment shall not be recovered (in whole or in part) from
Indemnitee by such insurer;  (f)            Claims
under Section 16(b).  No
indemnification shall be made under this Agreement for Expenses, Liabilities
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Exchange Act or any
similar state or local law with respect to the disgorgement of short swing
profits; or  (g)           Unauthorized
Settlements.  No indemnification
shall be made under this Agreement for any amounts paid in settlement of any
Proceedings covered hereby without the prior consent of the Company to such
settlement, which consent shall not be unreasonably withheld;  provided,
that nothing in this Section 12 shall be construed to limit or modify the
presumptions in favor of Indemnitee set forth in Section 3(b).  SECTION
13.     Effectiveness of Agreement.  The indemnification permitted under the terms
of certain provisions of this Agreement shall be effective as of the date of
approval of this Agreement by the U.S. Bankruptcy Court overseeing the
Companys case under chapter 11 of title 11 of the U.S. Code (the Bankruptcy
Court), in an order stating that no further approval by the Bankruptcy Court
shall be required before the Company makes any payment to Indemnitee hereunder,
and shall apply to acts or omissions of Indemnitee which occurred prior to such
date if Indemnitee was a Fiduciary at the time such act or omission occurred.  SECTION 14.     Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, and all of which
shall constitute one and the same agreement.  9


SECTION 15.     Successors and
Assigns.  (a)           This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, assigns, including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business and/or assets of the Company, spouses,
heirs, and executors, administrators, personal and legal representatives.  The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all or substantially all, or a substantial part of the business
or assets of the Company, by written agreement in the form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the manner and to the same extent that the Company would be
required to perform if no such succession had taken place.  (b)           The indemnification
and advancement of Expenses provided by, or granted pursuant to this Agreement
shall continue as to a person who has ceased to be a Fiduciary.  If the Indemnitee is deceased and is entitled
to indemnification under any provision of this Agreement, when requested in
writing by the spouse of the Indemnitee, and/or the Indemnitees heirs,
executors, administrators, legatees or assigns, the Company shall provide
appropriate evidence of the Companys agreement set out herein to indemnify the
Indemnitee against and to itself assume such Expenses.  SECTION 16.     Modification
and Waiver.  No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. 
The observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term only by a writing
signed by the party against which such waiver is to be asserted.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.  SECTION 17.     Notice.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed
duly given (i) if delivered by hand or by courier and receipted for by the part
addressee, on the date of such receipt, (ii) if mailed by domestic certified or
registered mail with postage prepaid, on the third business day after the date
postmarked or (iii) if sent by facsimile transmission and fax confirmation is
received, on the next business day following the date on which such facsimile
transmission was sent.  Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.  SECTION 18.     Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee, who shall, at the Companys expense,
execute all documents required and do all acts that may be necessary to secure
such rights and to enable the Company effectively to bring suit to enforce such
rights.  SECTION 19.     Evidence of
Coverage.  Upon request by
Indemnitee, the Company shall provide copies of any and all directors and
officers liability insurance policies obtained and maintained in accordance
with Section 9 of this Agreement.  The
Company shall  10


promptly notify Indemnitee of
any changes in the Companys directors and officers liability insurance
coverage.  SECTION 20.     Governing Law.  The parties agree that this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Delaware without application of the conflict of laws principles
thereof.  SECTION 21.     Consent to
Jurisdiction.  The Company and
Indemnitee each hereby irrevocably consent to the jurisdiction and venue of the
Bankruptcy Court and the courts of the State of New York for all purposes in
connection with any action or proceeding which arises out of or relates to this
Agreement.  SECTION 22.     Entire
Agreement.  This Agreement and the
documents referred to herein constitute the entire agreement between the
parties hereto with respect to the matters covered hereby, and any other prior
or contemporaneous oral or written understandings or agreements with respect to
the matters covered hereby are superseded by this Agreement.  11


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above-written.  ADELPHIA
  COMMUNICATIONS
  CORPORATION5619
  DTC ParkwayEnglewood,
  CO 80111By:Name:Title:With
  a copy to:Boies,
  Schiller & Flexner, LLP333
  Main StreetArmonk,
  NY 10504Attn:
  Christopher BoiesFacsimile:
  (914) 749-8300andWillkie
  Farr & Gallagher787
  Seventh AvenueNew
  York, NY 10019-6099Attn:
  Maurice LefkortFacsimile:
  (212) 728-8111AGREED
  TO AND ACCEPTED:
  INDEMNITEE:With a copy to:  12