EXHIBIT 10.44.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this "Agreement") is made and entered into this 17th day of January, 2003 between Adelphia Communications Corporation, a Delaware
corporation (the "Company"), and Ronald Cooper ("Indemnitee"), an officer and director of the Company.

WHEREAS,
the Indemnitee has been offered employment as an officer of the Company pursuant to an Employment Agreement dated on or about the date hereof (the "Employment Agreement") and
has agreed, on the condition that he be indemnified on the terms set forth in this Agreement, to serve as an officer of the Company and in such capacity will render services to the Company;

WHEREAS,
Indemnitee has agreed pursuant to the Employment Agreement to serve as a common-law employee of the Company for a limited period of time prior to the commencement of
his service as an officer on the condition that he be indemnified on the terms set forth in this Agreement, and in such capacity will render services to the Company;

WHEREAS,
the Company is aware that because of the increased exposure to litigation subjecting employees, officers and directors to expensive litigation risks, talented and experienced
persons are increasingly reluctant to serve or continue to serve as employees, 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 employees, 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 employees, officers and directors of the
Company and to indemnify its employees, officers and 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 employees, officers and 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:



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SECTION 2.Services by the Indemnitee.    Subject to the effectiveness of this Agreement pursuant to Section
13 hereof, the Indemnitee agrees to serve as an employee, officer and director in accordance with the terms of his Employment Agreement.

SECTION 3.Indemnification.



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SECTION 4.Expenses; Indemnification Procedure.



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SECTION 5.Remedies of Indemnitee.



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SECTION 6.Nonexclusivity.    The indemnification provided by this Agreement shall be in addition to any
rights to which Indemnitee may be entitled under the Employment Agreement, 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 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

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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:



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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 hereunder 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.

SECTION 15.Successors and Assigns.



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.

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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 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.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.

|                        |  | ADELPHIA COMMUNICATIONS CORPORATION
5619 DTC Parkway
Greenwood Village, CO 80111                                   
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------
|                        |  | By:                                                                                                                
|                        |  |                                                                                                                    
|                        |  | With a copy to:                                                                                                    
|                        |  | Boies, Schiller & Flexner, LLP
333 Main Street
Armonk, NY 10504
Attn: Christopher Boies
Facsimile: (914) 749-8300  
|                        |  | and                                                                                                                
|                        |  | Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Attn: Maurice Lefkort
Facsimile: (212) 728-8111
|AGREED TO AND ACCEPTED: |  | INDEMNITEE:                                                                                                        
|                        |  | /s/ Ronald Cooper                                                                                                  
|                        |  | Ronald Cooper                                                                                                      
|                        |  | With a copy to:                                                                                                    

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