EXHIBIT 10.16.13  AMENDED
AND RESTATED
ADELPHIA COMMUNICATIONS CORPORATION SEVERANCE PLAN/
SUMMARY PLAN DESCRIPTION  There may be times when economic
circumstances, financial conditions, reorganizations or work slowdown make it
necessary to enact layoff procedures. 
This Amended and Restated Adelphia Communications Corporation Severance
Plan (the Plan) describes the procedures that will be followed and the
severance benefits that will be paid to eligible employees of Adelphia
Communications Corporation and certain of the affiliates of Adelphia
Communications Corporation (together, Adelphia).  The Plan supersedes any and all prior plans,
policies or practices, written or oral, which may have previously applied
governing the payment of severance benefits to terminated employees.  Section 1.Effective Date.  The Plan shall only become effective upon,
and shall be subject to, issuance of an order by the United States Bankruptcy
Court for the Southern District of New York (the Bankruptcy Court), such
court having jurisdiction over the chapter 11 cases currently pending with
respect to Adelphia (collectively, the Chapter 11 Case), upon notice and
hearing, approving the Plan (the Effective Date).  The Effective Date of the Plan is September
21, 2004.  Section 2.Eligibility.  Subject to receipt of a written notice of
eligibility from the Plan Administrator (as defined below) confirming
participation in the Plan, an Adelphia employee who works full-time (regularly
scheduled to work 32 or more hours per week), who is actively working, or on an
approved disability or other approved leave of absence, at the time of
separation from Adelphia on or after the Effective Date, will be a participant
in the Plan (a Participant) and eligible to receive severance benefits if he
or she experiences an involuntary separation through no fault of his or her own
as a result of:  (a)a reduction in force due to lack
of work or for other business reasons; or  (b)a determination by management
that, due to business reasons, his or her performance or contribution to the
business (although satisfactory) does not meet the needs of the business.  The Plan Administrator shall be under no
obligation to deliver or provide a written notice of eligibility to any
specific Adelphia employee, and the Plan Administrator shall determine, in its
sole discretion, which Adelphia employees shall receive a written notice of
eligibility and become Participants in the Plan.  Notwithstanding any other provision of the
Plan to the contrary, (i) no Adelphia employee shall become a Participant
unless such employee has received a written notice of eligibility from the Plan
Administrator; and, (ii) any Adelphia employee that received a written notice
of eligibility pursuant to the predecessor to this Plan (the Adelphia
Communications Severance Plan/Summary Plan Description, effective March 28,
2003) shall


continue to be a Participant in this Plan
unless such Participant no longer satisfies the eligibility requirements set
forth in this Section 2.  Notwithstanding the foregoing, and except as
otherwise provided by the Plan Administrator, employees are not eligible to
participate in this Plan if they are (i) employees whose terms of employment
are covered by a collective bargaining agreement, (ii) employees who are
regularly scheduled to work less than 32 hours per week, (iii) temporary or
casual employees, (iv) independent contractors (regardless of whether the
individual is classified as an employee by any federal, state, or local
agency), or consultants, (v) parties to a valid and binding individual
agreement or arrangement with Adelphia that provides for the payment of
severance benefits upon termination of employment, including, but not limited
to, any agreement or arrangement that has been assumed, or otherwise approved
by a final order of the Bankruptcy Court, (vi) contract personnel assigned to
work at Adelphia by an outside employment agency, (vii) entitled to the payment
of severance or similar benefits from Adelphia, other than pursuant to the Plan,
upon termination of employment under any severance plan, policy or arrangement
or final order of the Bankruptcy Court that provides for the payment of
severance or similar benefits, or (viii) employees who have elected to be
placed on administrative leave by Adelphia pursuant to a written agreement
between the employee and Adelphia.  In
addition, and except as otherwise provided by the Plan Administrator, severance
benefits will not be paid under this Plan in the event the employee:  (a)fails to perform his or her
assigned duties satisfactorily through the designated date of the employees
termination of employment;  (b)fails to cooperate with
Adelphia, those acting on its behalf, or governmental authorities in connection
with any special investigation conducted by Adelphia or any government
investigation;  (c)is involuntarily terminated by
Adelphia for cause, which is defined to mean (i) an employees refusal or
repeated failure to perform the duties assigned to him or her; (ii) any act by
the employee that has the effect of injuring the reputation or business of
Adelphia; (iii) the conviction by the employee of a felony; (iv) any violation
by the employee of the rules, regulations or policies of Adelphia; (v) theft by
the employee; or (vi) commission by the employee of an act of gross misconduct,
fraud or embezzlement;  (d)fails or refuses to return all
Adelphia property in the employees possession or fails to settle all expenses
and other financial obligations, as of the date of the employees termination.  Examples of Adelphia property include,
without limitation, Adelphia security badges, office keys, and all Adelphia
documents, files, equipment, computers and computer disks.  Examples of obligations to be settled
include, without limitation, the completion and reconciliation of expense
accounts and the pay-off of loans and other financial obligations owed to
Adelphia by the employee;


(e)resigns or otherwise voluntarily
terminates his or her employment with Adelphia (including retirement);  (f)is temporarily laid-off or
furloughed, except that if Adelphia elects to convert the temporary layoff or
furlough into a permanent layoff, severance benefits will be payable as of the
effective day of permanent layoff if the employee is otherwise eligible for
benefits under the Plan;  (g)is offered a Comparable Position
within Adelphia in lieu of termination, but fails or refuses to accept it.  Comparable Position means a position of
similar or greater status, authority, duties and compensation within a 50-mile
radius from the employees primary place of residence;  (h)is terminated by Adelphia in
connection with a sale or transfer of all or part of the assets of Adelphia,
and the employees employment continues with the buyer or transferee company
following the effective date of the transaction, or such employee is offered a
Comparable Position with the buyer or transferee but fails or refuses to accept
it;  (i)is terminated in connection with
the outsourcing of operational functions, and the employee is offered a
Comparable Position by the outsourcing vendor;  (j)is terminated for failure to
return to work following a leave of absence when directed by Adelphia,
consistent with the rules or policies of Adelphia;  (k)dies;  (l)terminates employment due to a
failure to return to work in connection with a disability, as determined by
the Plan Administrator, consistent with Adelphias practices; or,  (m)fails to execute, or
subsequently revokes the Release (as defined below).  Section 3.Reduction in Force
Severance Benefits.  A Participant will receive severance benefits
under the Plan based upon his or her position with Adelphia, as follows:  (a)Participants who are not
Directors, Vice Presidents, Senior Vice Presidents or Executive Officers shall
be entitled to receive one (1) week of the Participants Base Salary (as
defined below) for each Year of Service (as defined below) with Adelphia;
provided that such severance pay shall not be less than an amount equal to two
weeks of Base Salary, nor more than an amount equal to twelve (12) weeks of
Base Salary;


(b)Participants who are Directors
shall be entitled to receive: (i) twenty six (26) weeks of the Participants Base
Salary (as defined below) and (ii) twenty six (26) weeks of continuation coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA);  (c)Participants who are Vice
Presidents shall be entitled to receive twenty six (26) weeks of the
Participants Base Salary; and,  (d)Participants who are Senior Vice
Presidents and Executive Officers shall be entitled to receive fifty-two (52)
weeks of the Participants Base Salary.  Base Salary means the Participants weekly
base salary in effect on the date of termination of employment (or if the Participant
is paid on an hourly basis, the average weekly compensation based on the twelve
weeks prior to such termination date) before any salary reduction contributions
to an Internal Revenue Code Section 125 cafeteria plan or tax-qualified
retirement plan (e.g., 401(k) plan), and excluding payments by Adelphia on
account of medical, disability and life insurance, overtime, shift premiums,
bonuses, commissions (except as provided below), fringe benefits (cash and
non-cash), draw payments or any other special or extraordinary payment or other
allowance; provided, however, that if the Plan Administrator
determines that a Participant is considered a commission-based employee, such
Participant may have commissions included in their calculation of Base Salary,
based upon an amount equal to the lesser of: (i) the Participants actual
average monthly commissions based on the twelve month period immediately prior
to termination of employment, and (ii) the Participants target annual
commissions for the year in which the Participants termination of employment
occurs, unless otherwise determined by the Plan Administrator in its sole
discretion.  A Participant will be considered to have
completed a Year of Service on each anniversary of such Participants date of
hire as an employee of Adelphia (including periods of employment with any
company that was acquired by Adelphia); provided that, unless otherwise
determined by the Plan Administrator, such Participant has completed at least
1,000 hours of service during each such year. 
A Year of Service shall include periods while the Participant was an
active employee or on disability, military, or other approved leave of absence,
as determined by the Plan Administrator.  Notwithstanding anything herein to the
contrary, (i) the amount of the severance benefit that a Participant is
entitled to receive under the Plan shall be the amount calculated in accordance
with this Paragraph 3, less all amounts, if any, that such Participant is
entitled to receive as a result of the circumstances of such Participants
termination under the Federal Worker Adjustment and Retraining Notification Act
(Pub. L. 100-379) or other similar federal, state or local statute, and
(ii) any health insurance continuation coverage provided to a Participant
pursuant to this Paragraph 3 shall constitute secondary coverage with respect
to any health insurance benefits actually received by the Participant in
connection with any subsequent employment (or self-employment) during any
period that such Participant is receiving a severance benefit pursuant to this
Plan.


Section 4.Time and Form
of Payment.  Payment of severance benefits under the Plan
will be payable either (i) on normal pay dates, commencing with the first pay
period following the Participants termination of employment and continuing
thereafter, on successive pay periods, until the allowance is exhausted, or
(ii) in a lump sum payment, as determined by the Plan Administrator, at its
sole discretion.  The Participants last
day worked with Adelphia shall be such Participants termination date for
purposes of the Plan.  Adelphia shall
withhold all applicable tax withholding from severance payments due under the
Plan.  No severance benefits will be paid unless and
until the Participant executes and delivers a valid and binding waiver and
release of all claims against the Plan Administrator and Adelphia, its
officers, and affiliates, and others, substantially in the form of the release
attached hereto as Exhibit A (the Release), within the time period specified
by Adelphia, and the revocation period established by any applicable law or
regulation or Adelphia has expired.  Section 5.Termination of
Severance Benefits; Recovery of Severance Benefits Paid.  Except as otherwise provided by the Plan Administrator,
if a Participant receives severance benefits under the Plan through periodic
payments, such payments will not be made or will cease if:  (a)Adelphia discovers that such
Participant fails or refuses to return all property belonging to Adelphia after
receiving a written request from Adelphia for the return of such property;  (b)the Participant has disclosed or
used confidential information regarding Adelphia for the benefit of the
Participant or a third party;  (c)the Participant accepts employment
with any competitor of, or engages in competition with, Adelphia;  (d)the Participant has solicited
employees of Adelphia to work for a competitor;  (e)the Participant has made
derogatory or disparaging comments regarding Adelphia or its employees or
directors; or  (f)the Participant breaches any
term of the Release.  In addition, in the event the Participant
engages in conduct that is in violation of Sections 5(a)-(d), the Participant
agrees to repay to Adelphia, upon written demand of Adelphia, in a single cash,
lump sum, the net after-tax severance benefits(other than COBRA continuation
coverage) received by such Participant under the Plan.  In the event of the death of a Participant
prior to receipt of all severance pay to which the Participant is entitled, the
remaining severance benefits will be payable in a lump sum for the benefit of
the Participants estate.


Section 6.Separated
Employees Who Later Return to Work.  In the event that a Participant who receives
severance benefits under the Plan becomes re-employed by Adelphia:  (a)before receiving all payments
due to the Participant under the terms of the Plan, no further severance
benefit payments will be made to such Participant, on or after the date the
Participant is rehired, or  (b)following payment of lump-sum
severance benefits under the terms of the Plan, such Participant may be
required to repay to Adelphia, upon written demand of Adelphia, in a single,
cash, lump sum payment, a pro-rata portion of the net after-tax severance benefits
received by such Participant under the Plan based on the amount of time the
Participant was not employed by Adelphia.  If a Participant who received severance
benefits under the Plan is rehired and later becomes eligible for benefits
under this Plan, the severance benefit payment will be determined based on such
Participants total Years of Service.  Section 7.Plan
Administrator.  The Plan shall be administered by Adelphias
Chief Financial Officer or such other person or persons authorized by the Compensation
Committee of the Board of Directors of Adelphia to act as administrator of the
Plan; provided that with respect to benefits payable under the Plan to
the Chief Financial Officer, the Chief Executive Officer of Adelphia shall
administer the Plan (the Plan Administrator).  The Plan Administrator is the named fiduciary
under the Plan for purposes of the Employee Retirement Income Security Act of
1974, as amended (ERISA).  In
exercising his or her fiduciary responsibilities, the Plan Administrator will
have the power and authority in his or her sole, absolute and uncontrolled
discretion (a) to determine whether and to what extent Participants are
eligible to receive severance benefits under the Plan, and (b) to
interpret the Plan terms and publish such rules for the regulation of the Plan
as in the Plan Administrators sole, absolute and uncontrolled discretion are
deemed necessary and advisable and that are not inconsistent with the terms of
the Plan or ERISA.  All correspondence to
the Plan Administrator and requests for information should be directed to the
Plan Administrator, Severance Plan, at the following address:  Adelphia Communications Corporation, 5619 DTC
Parkway, Greenwood Village, Colorado, 80111.  Section 8.Plan Sponsor.  The Plan is sponsored by Adelphia
Communications Corporation, 5619 DTC Parkway, Greenwood Village, Colorado,
80111.  The employer identification
number (EIN) assigned by the Internal Revenue Service to the Plan Sponsor is
25-1837984.  The Plan number assigned by
Adelphia pursuant to instructions of the U.S. Department of Labor is 502.  Section 9.Plan Year.  The Plan Year is the twelve-month period
ending December 31.


Section 10.Type of Plan
and Funding.  This Plan is an unfunded employee welfare
benefit plan that provides severance benefits to Participants.  In the event severance benefits are payable
under the Plan, the benefits are paid from the general assets of Adelphia.  All Plan benefits are paid by Adelphia and no
employee contributions are permitted or required.  Section 11.Agent for
Service of Process.  All legal notices regarding the Plan should
be served on the Plan Administrator at: Adelphia Communications Corporation,
5619 DTC Parkway, Greenwood Village, Colorado, 80111, with a copy to the
attention of Adelphias General Counsel at the same address.  Section 12.Claims
Procedure.  The following information is intended to
comply with the requirements of ERISA and provides the procedures that a
Participant may follow if he or she disagrees with any decision about
eligibility for severance payments under the Plan.  An employee who believes he or she is
entitled to benefits under the Plan and does not receive notice, or who has
questions about the amounts they receive, must provide written notice to the Plan
Administrator within thirty (30) days of the date of his or her termination of
employment with Adelphia.  If the Plan Administrator denies an employees
claim for benefits under the Plan, such employee will be sent a letter within
ninety (90) days (in special cases, more than 90 days may be needed and the
employee will be notified if this is the case) explaining:  (a)the specific reason or reasons
for the denial;  (b)the specific provisions of the
Plan on which the denial is based;  (c)any additional material or
information necessary for the employee to perfect the claim and an explanation
of why such material or information is necessary; and  (d)an explanation of the Plans
claim review procedure.  If payment is denied or the employee
disagrees with the amount of the payment, he or she may file a written request
for review within sixty (60) days after receipt of such denial.  This request must be filed with the Plan
Administrator.  The letter that
constitutes the filing of an appeal should ask for a review and include the
reasons why the Participant believes the claim was improperly denied, as well
as any other appropriate data, questions or comments.  In addition, an employee is entitled to:  (a)review documents pertinent to
his or her claim at such reasonable time and location as shall be mutually
agreeable to the employee and the Plan Administrator; and


(b)submit issues and comments in
writing to the Plan Administrator relating to the review of the employees
claim.  A final decision will normally be reached
within sixty (60) days, unless special circumstances require an extension of
time for processing, in which case a decision will be rendered as soon as
possible.  The employee will receive a
written notice of the decision on the appeal, indicating the specific reasons
for the decision as well as specific references to the pertinent Plan
provisions on which the decision is based.  Section 13.ERISA Rights.  This Summary Plan Description/Plan Document
is intended to comply with the requirements of ERISA.  This statement of ERISA rights is required by
federal law and regulation.  A
Participant in this Plan is entitled to certain rights and protections under
ERISA.  ERISA provides that all Plan
Participants shall be entitled to:  (a)examine, without charge, at the
Plan Administrators office and at other locations, such as worksites, all plan
documents, and copies of all documents filed by the Plan with the U.S.
Department of Labor, such as annual reports; and  (b)obtain copies of all Plan
documents and other Plan information upon written request to the Plan
Administrator.  The Plan Administrator
may make a reasonable charge for the copies.  In addition to creating rights for Plan
Participants, ERISA imposes duties upon the people who are responsible for the
operation of the Plan.  The people who
operate the Plan, called fiduciaries of the Plan, have a duty to do so
prudently and in the interest of Plan Participants.  No one, including Adelphia or any other
person, may fire a Participant or otherwise discriminate against a Participant
in any way to prevent the Participant from obtaining a Plan benefit or
exercising rights under ERISA.  If the
Participants claim for a Plan benefit is denied in whole or in part, the
Participant must receive a written explanation of the reason for the
denial.  The Participant has the right to
have the Plan review and reconsider his or her claim.  Under ERISA, there are steps a Participant can
take to enforce the above rights.  For
instance, if a Participant requests materials from the Plan and does not
receive them within 30 days, the Participant may file suit in a federal
court.  In such a case, the court may
require the Plan Administrator to provide the materials and pay the Participant
up to $110 a day until the Participant receives the materials, unless the
materials were not sent because of reasons beyond the control of the Plan
Administrator.  If the Participant has a claim for benefits
that is denied or ignored, in whole or in part, the Participant may file suit in
a state or federal court.  If it should
happen that Plan fiduciaries misuse the Plans money, or if a Participant is
discriminated against for asserting his or her rights, the Participant may seek
assistance from the U.S. Department of Labor, or may file suit in a federal
court.  The court will decide who should
pay court costs and legal fees.  If the
Participant is successful, the court may order the person the Participant has
sued to pay these costs and fees.  If the
Participant loses, the court may order the Participant to pay these costs and
fees, for example, if it finds the claim is frivolous.  If a Participant has any questions about the


Plan, the Participant should contact the Plan
Administrator.  If the Participant has
any questions about this statement or about his or her rights under ERISA, the
Participant should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone
directory or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, DC 20210.  You
may also obtain certain publications about your rights and responsibilities
under ERISA by calling the publications hotline of the Pension and Welfare
Benefits Association.  Section 14.Right to Amend
or Terminate Plan.  Adelphia reserves the right to amend, modify
or terminate the Plan, in whole or in part, at any time for any reason and in
any respect, by action of Adelphias Board of Directors; provided, however,
that no such amendment, modification or termination by the Board of Directors
shall adversely affect any of the rights, if any, to which a Participant was
entitled immediately prior to such amendment, modification or termination.  During the pendency of the Chapter 11 Case,
no amendment or modification of the Plan that materially increases the cost of
the Plan to Adelphia shall be adopted without formal authorization by the Board
of Directors of Adelphia and an order of the Bankruptcy Court authorizing such
amendment or modification.  No other amendment or modification and no
termination of the Plan shall be effective unless the action to be taken is set
forth in a written document, which is ratified or approved by Adelphias Board
of Directors.  Section 15.Other Important
Plan Information.  (a)Participation
in the Plan neither gives an employee the right to be retained in the employ of
Adelphia, nor does it guarantee an employees right to claim any benefit except
as provided in the Plan.  (b)The
Plan shall be construed and administered under the laws of the State of
Colorado except to the extent preempted by federal law.  (c)Payments
of severance benefits under this Plan shall not constitute wages and shall be
paid by Adelphia from the general assets of Adelphia; provided that no
director, officer, agent or employee of Adelphia shall be personally liable in
the event Adelphia is unable to make any payments under this Plan due to a lack
of, or inability to access, funding or financing, legal prohibition (including statutory or
judicial limitations) or failure to obtain any required consent.


IN WITNESS WHEREOF, Adelphia Communications
Corporation has caused this Severance Plan to be executed this 4th day of October,
2004.   ADELPHIA COMMUNICATIONS
  CORPORATIONBy:
  /s/ David BrunickIts:
  Senior Vice President Human Resources