Exhibit 10.10  EMPLOYMENT
AGREEMENT  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 Brad
Sonnenberg (the Executive) as of July 21, 2003.  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 wishes to employ the Executive as
Executive Vice President, General Counsel and Secretary of the Company, and the
Executive desires to be so employed by the Company in accordance with the terms
and conditions of this Agreement (Agreement).  NOW, THEREFORE, in consideration of the promises 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)Executives
repeated failure to carry out the lawful duties of his 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 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.  (i)Good
Reason shall mean any of the following events, if such events occur without
Executives express consent:  (i)there
is a material reduction in Executives Base Salary or target Incentive Bonus;  (ii)Executive
is demoted or removed from the position of Executive Vice President, General
Counsel and Secretary;  (iii)Executive
is relocated by the Company to a principal place of employment that is more
then 50 miles from 5619 DTC Pkwy, Greenwood Village, CO; or  (iv)there
is any other material breach of this Employment 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)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


(k)Use
of the terms He, his, she, her are intended for convenience only and are
deemed to be gender neutral.  2.Employment.  The Company hereby employs 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 at 5619 DTC Pkwy, Greenwood Village, Colorado, though Executive
acknowledges that he 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 Executive Vice President, General
Counsel and Secretary of the Company, with such duties and responsibilities as
are customarily incident to his position. 
The Executive shall perform such duties and carry out such
responsibilities as may be determined from time to time by the Chief Executive
Officer or the President and Chief Operating Officer.  The Executive shall devote all of his
business time, attention and skill to the performance of such duties and
responsibilities, and shall use his 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 personal investments
and affairs, provided that such activities do not materially interfere with the
proper performance of his 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 60 percent of Executives Base
Salary.  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 the base salary indicated in
paragraph 4.  Grants under the PRP will
be administered in accordance with the terms of the Plan, 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
senior-level executives or to its 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; Perquisites.  (a)The
Executive is authorized to incur reasonable expenses in carrying out his 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)During
the Term, the Executive shall be entitled to participate in all of the Companys
executive fringe benefits in accordance with the terms and conditions of such
arrangements as are in effect from time to time for the Companys senior-level
executives.  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 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 death or Disability;  4


(iii)a prorata
portion of the annual Incentive Bonus for the year in which Executives death
or Disability occurs.  For this purpose,
the Incentive Bonus for the year in which Executives death or Disability
occurs shall be calculated at year end following such death or Disability,
based upon the actual achievement of the performance goals in effect for such
year.  The amount of the Incentive Bonus
Executive would otherwise be entitled to for such year shall then be multiplied
by a fraction, the numerator of which shall be the number of days in the
calendar year which have elapsed as of the date of Executives death or
Disability 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 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 terminates his employment voluntarily without
Good Reason, he 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)Other
Termination of Employment by the Company or by Executive for Good Reason.  In the event the Executives employment is
terminated (x) by the Company other than for death, Disability or Cause or (y)
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 which would have been earned by the
Executive in accordance with the Incentive Bonus Plan for the year in which the
termination occurs.  For this purpose,
the Incentive Bonus for the year in which the termination occurs shall be
calculated at year end, based upon the actual achievement of the performance
goals  5


in effect for such
year.  The amount of the Incentive Bonus
Executive would otherwise be entitled to shall be multiplied by 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; and  (v)continued
payment of an amount equal to the Base Salary for a period of two years; and  (vi)payment
of COBRA premiums equal to any Company-paid health insurance premiums for a
period of one year.  (d)PRP.  The Executives right to payments, if any,
under the PRP upon termination of employment shall be governed by the terms of
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 shall not, during the Term and for at
least 12 months following termination of employment for any reason, without the
express prior written approval of the Company, (i) directly or indirectly
perform services for, as an employee, consultant or otherwise, any digital
broadcast service provider which competes with the Company in the principal
geographic locations where the Company is then doing business, (ii) directly
or indirectly, in one or a series of transactions, recruit, solicit or
otherwise induce or influence any proprietor, partner, stockholder, lender,
director, officer, employee, sales agent, joint venturer, investor, lessor,
supplier, customer, agent, representative or any other person which has a
business relationship with the Company, or had a business relationship with the
Company within the 12 month period preceding the date of the incident in
question, to discontinue, reduce or modify such employment, agency or business
relationship with the Company, or (iii) employ or seek to employ, or cause
any other person to employ or seek to employ, any person or agent who is then
(or was at any time within six months prior to the date of Executives
termination of employment) employed or retained by the Company.  6


(c)Confidential
Information. During the Term and at all times thereafter, the Executive
agrees that he 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 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.  (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  7


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 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.  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 is duly authorized to enter into this
Agreement.  The Executive represents and
warrants that he has not made, and will not make, except with the prior written
approval of the Chief Executive Officer, any contractual or other commitments
that may be reasonably expected to conflict with or prevent his 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 is not subject to any
noncompetition, confidentiality or similar agreement with any prior employer
which would conflict with the performance of his 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, which shall remain in force and effect in accordance with its terms.  8


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 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  9


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, CO
  80111Attention: SVP-Human
  ResourcesIf to the Executive:
  
  Brad Sonnenberg3329 East Bayaur AvenueApartment 1403Denver, CO  80209With 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 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.  10


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.  11


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the Effective Date.  ADELPHIA COMMUNICATIONS
  CORPORATIONBy:
  /s/
  David BrunickName: David BrunickTitle: Senior Vice
  President  Human Resources/s/ Brad M. SonnenbergBrad Sonnenberg  12