**EXHIBIT10.09**

**FIRSTAMENDMENT TO**

**EMPLOYMENTAGREEMENT**

ThisFIRST AMENDMENT (this “First Amendment”) to the Employment Agreement, made andentered into by and between Adelphia Communications Corporation, a Delawarecorporation (together with its successors and assigns, the “Company”), andVanessa Wittman (the “Executive”) is effective as of the 31st day of May 2006 (the “Effective Date”).

WHEREAS,the Executive and the Company entered into that certain Employment Agreementdated May 8, 2003 (the “Employment Agreement”), attached hereto as Exhibit A;and

WHEREAS,the Company and the Executive now desire to amend the Employment Agreement toprovide for the payment of severance benefits in a lump sum and to comply withSection 409A of the Internal Revenue Code of 1986, as amended.

NOW,THEREFORE, in consideration of the premises and the mutual agreementshereinafter contained, the parties do hereby amend the Employment Agreement asfollows, effective as of the Effective Date:

# 1.               Section 9(c)(v)shall be amended in its entirety to provide as follows:

“(v) payment of an amountequal to two times the Base Salary (based on such Base Salary in effectimmediately prior to Executive’s termination); such amount to be paid toExecutive in a lump sum within 15 days following Executive’s termination date;and”

# 2.               Section 9(c)(vi)shall be amended in its entirety to provide as follows:

“(vi) payment of anamount equal to the COBRA premiums for Company-paid health insurance forExecutive (on the same basis as provided to Executive immediately prior toExecutive’s termination) for the one-year period following Executive’stermination, such amount to be paid to Executive in a lump sum within 15 daysfollowing Executive’s termination date.”

# 3.               New Section 9(f)shall be added to the Employment Agreement and shall read as follows:

# “(f)                              DelayedPayments.  Notwithstanding anyprovision herein to the contrary, any payment otherwise required to be madehereunder to Executive at any date as a result of the termination of Executive’semployment shall be delayed for such period of time as may be necessary tosatisfy Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, asamended (the “Code”).  On the earliestdate on which such payments can be made without violating the requirements ofsection 409A(a)(2)(B)(i) of the Code,

----

there shall be paid to Executive, in a single cash lump sum, an amountequal to the aggregate amount of all payments delayed pursuant to the precedingsentence.”

 

# 4.               Defined terms usedherein and not otherwise defined in this First Amendment shall have the samemeaning ascribed to them in the Employment Agreement.

# 5.               Except as amendedand modified hereby, the terms of the Employment Agreement shall remain in fullforce and effect.

# 6.               THIS FIRSTAMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF COLORADO APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELYWITHIN SUCH STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES TO THE EXTENTSUCH LAWS ARE NOT PREEMPTED BY FEDERAL BANKRUPTCY LAW.

Theparties hereby (i) submit to the exclusive jurisdiction of the courts of theState of Colorado and the U.S. federal courts sitting in Colorado, providedthat until the consummation of the Plan, the Bankruptcy Court shall haveexclusive jurisdiction for any action or proceeding relating to this FirstAmendment, (ii) consent that any such action or proceeding may be broughtin any such venue, (iii) waive any objection that any such action orproceeding, if brought in any such venue, was brought in any inconvenient forumand agree not to claim the same, (iv) agree that any judgment in any suchaction or proceeding may be enforced in other jurisdictions, (v) consent toservice of process at the address set forth in Section 22 of the Employment Agreement(or to such other addresses as Party may designate by notice to the otherParty), and (vi) to the extent applicable, waive their respective rights to ajury trial of any claim or cause of action based on or arising out of thisFirst Amendment or any dealings between them relating to the subject matter ofthis First Amendment.

# 7.               This FirstAmendment may be executed in one or more counterparts (including by facsimile),each of which shall be deemed an original and all of which together shall beconsidered one and the same instrument.

[signature pagefollows]

----

IN WITNESSWHEREOF, the parties hereto have entered into the First Amendment to theEmployment Agreement as of the day and year first written above.

 
|   | VANESSA WITTMAN                      |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | /s/  Vanessa  Wittman      |   |
|   |                                 |
|   |                                 |
|   | ADELPHIA COMMUNICATIONS  CORPORATION |
|   |                                 |
|   |                                 |
|   | /s/ David R.  Brunick                |   |
|   | By: David R.  Brunick                |
|   | Title: SVP HR                        |

 

----