EXHIBIT 10.02.3

AMENDED AND RESTATED  ADELPHIA COMMUNICATIONS CORPORATION  EXECUTIVE VICE PRESIDENT CONTINUITY PROGRAM

The
Amended and Restated Adelphia Communications Corporation Executive Vice President Continuity Program (the "Program") applies to those Executive Vice Presidents of Adelphia
Communications Corporation, a Delaware corporation (the "Company") and those of its affiliates that are debtors and debtors in possession under chapter 11 of title 11 of the United States Code whose
cases (collectively, the "Chapter 11 Case") are jointly administered under case number 02-41729 (REG) (each, a "Debtor", and collectively, the "Debtors" or "Adelphia"), and who are
selected to participate in accordance with Section 3 of this Program.

(a)   The
purpose of this Program is to encourage "Participants" (as defined in Section 3) to continue their employment with the Debtors during the period of the
Chapter 11 Case by establishing a program governing the circumstances under which a Participant will be eligible to receive a stay bonus (the "Bonus", and collectively, the "Bonuses") in connection
with the Participant's continued employment through the closing date of a Change in Control.

(b)   The
Program is adopted and effective as of April 20, 2005 (the "Effective Date") in accordance with an order issued by the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court"). This Program is amended and restated effective on the date that a Change in Control occurs.

Those
employees of the Debtors who have received written notice from the "Program Administrator" (as defined below) that they have been selected for coverage under the Program shall be
eligible to participate in the Program (each a "Participant"). Such notice shall set forth the amount of each Participant's Bonus and shall be distributed as soon as practicable following the
Effective Date. The date of such notice shall be referred to as the "Participation Date."

Subject
to Section 5 below, unless otherwise agreed between the Company and a Participant, the Bonuses shall be payable in one lump sum payment on the date on which a Change in
Control occurs;provided, the Participant is employed by a Debtor on or immediately prior to the date on which such Change in Control occurs.



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(a)   "Bankruptcy
Plan" shall mean the plan or plans of reorganization involving the Company in connection with its Chapter 11 Case.

(b)   "Board"
shall mean the board of directors of the Company.

(c)   "Cause"
shall have the meaning set forth in any employment agreement a Participant has entered into with a Debtor; provided,however, that if a Participant is not
party to such an employment agreement, "Cause" shall
mean: (i) a Participant's refusal or repeated failure to perform the duties assigned to him or her; (ii) any act by the Participant that has the effect of injuring the reputation or
business of the Debtor for which the Participant is employed; (iii) the conviction by the employee of a felony; (iv) any violation by the Participant of the rules, regulations or
policies of the Debtor for which the Participant is employed; (v) theft by the Participant; or (vi) commission by the Participant of an act of gross misconduct, fraud or embezzlement.

(d)   "Change
in Control" shall mean the occurrence of any of the following events pursuant to the terms of a definitive written agreement with one or more of the Debtors:





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(a)   The
Program shall be administered by the CEO. In the event the CEO's employment with the Company terminates, the Compensation Committee of the Board (or its designee)
shall administer the Program. The term "Program Administrator" shall refer to the CEO, except as described in the preceding sentence, in which case the "Program Administrator" shall refer to the
Compensation Committee of the Board or its designee (the "Compensation Committee"). For purposes hereof, the CEO, subject to review and approval by the Compensation Committee, is authorized to
establish the Bonus amounts each Participant will have the opportunity to earn hereunder, subject to any aggregate amounts available under the Program, as approved by the Bankruptcy Court. The CEO may
designate the employees to be covered under the Program upon, and following, the Effective Date. In the event a Participant's employment has terminated, the CEO may add or substitute Participants to
the Program or reallocate the amount of the Bonus forfeited by a Participant whose employment has terminated.

(b)   There
is no requirement that the amount of any award for any eligible employee be uniform as to particular individuals.

(c)   Subject
to the express provisions of this Program, the Program Administrator shall have sole authority to interpret the Program (including any vague or ambiguous
provisions) and to make all other determinations deemed necessary or advisable for the administration of the Program. In addition, the determination of whether any conduct, action or failure to act on
the part of any Participant constitutes

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Cause,
shall be made by the Program Administrator in its sole discretion. All determinations and interpretations of the Program Administrator shall be final, binding and conclusive as to all persons.

(d)   Neither
the Program Administrator nor any employee, officer, agent, or director of any of the Debtors shall be personally liable by reason of any action taken with
respect to the Program for any mistake of judgment made in good faith, and one or more of the Debtors shall indemnify and hold harmless each employee, officer or director of the Debtors, including the
Program Administrator, to whom any duty or power relating to the administration or interpretation of the Program may be allocated or delegated, against any reasonable cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Program unless arising out
of such person's own fraud, bad faith or gross negligence.

This
Program and all action taken under it shall be governed as to validity, construction, interpretation and administration by the laws of the State of Colorado and applicable Federal
law.

The
Board may amend, suspend or terminate the Program or any portion thereof at any time; provided, however, that unless the written consent of a Participant is obtained, no such
amendment or termination shall materially and adversely affect the rights of such Participant. During the pendency of the Chapter 11 Case, no amendment or modification of the Program that materially
increases the cost of the Program to the Debtors shall be adopted without formal authorization from the Board and thereafter, the Bankruptcy Court, upon notice.

IN
WITNESS WHEREOF, the Company has caused the Program (as amended) to be implemented following Bankruptcy Court approval.

| |  | ADELPHIA COMMUNICATIONS CORPORATION
| |  | -----------------------------------
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | Date:                              

(approving
the Amended and Restated Program, originally adopted and effective as of April 20, 2005, in accordance with an order issued by the Bankruptcy Court, as amended effective on the date
that a Change in Control occurs).

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