EXHIBIT
10.10  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
Joseph Bagan (the Executive) as of November 1, 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
Southeast 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.  2


(j)            Target Incentive Bonus shall have
the meaning set forth in Section 5 of this Agreement.  (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 1100
Northpoint Blvd, Riveria Beach, FL 33404, 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 Southeast 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
200 percent of Base Salary in effect on the grant date.    Grants  3


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.  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;  4


(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 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  5


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;  (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  6


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 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  7


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, 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  8


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.  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.  9


20.Governing
Law/Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO APPLICABLE TO
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),providedthat 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:
  Joe Bagan11575 Sunrise View LaneWellington, FL  33467With a copy to:  10


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 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/ Joe W. Bagan
  
  11/1/04Joseph Bagan
  
  Date Signed  11