**EXHIBIT 10.10**

**FIRST AMENDMENT TO**

**EMPLOYMENTAGREEMENT**

This FIRST AMENDMENT (this “First Amendment”) to theEmployment Agreement, made and entered into by and between AdelphiaCommunications Corporation, a Delaware corporation (together with itssuccessors and assigns, the “Company”), and Brad Sonnenberg (the “Executive”)is effective as of the 31st day of May 2006 (the “Effective Date”).

WHEREAS, the Executive and the Company entered intothat certain Employment Agreement dated July 21, 2003 (the “EmploymentAgreement”), attached hereto as Exhibit A; and

WHEREAS, the Company and the Executive now desire toamend the Employment Agreement to provide for the payment of severance benefitsin a lump sum and to comply with Section 409A of the Internal Revenue Code of1986, as amended.

NOW, THEREFORE, in consideration of the premises andthe mutual agreements hereinafter contained, the parties do hereby amend theEmployment Agreement as follows, effective as of the Effective Date:

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

“(vi) payment of an amount equal to the COBRA premiumsfor Company-paid health insurance for Executive (on the same basis as providedto Executive immediately prior to Executive’s termination) for the one-yearperiod following Executive’s termination, such amount to be paid to Executivein a lump sum within 15 days following Executive’s termination date.”

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

# “(f)          Delayed Payments.  Notwithstanding any provision herein to thecontrary, any payment otherwise required to be made hereunder to Executive atany date as a result of the termination of Executive’s employment shall bedelayed for such period of time as may be necessary to satisfy Section409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”).  On the earliest date on which such paymentscan be made without violating the requirements of section 409A(a)(2)(B)(i) ofthe Code,

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# there shall be paid toExecutive, in a single cash lump sum, an amount equal to the aggregate amountof all payments delayed pursuant to the preceding sentence.”

# 4.     Defined terms used herein and not otherwisedefined in this First Amendment shall have the same meaning ascribed to them inthe Employment Agreement.

# 5.     Except as amended and modified hereby, theterms of the Employment Agreement shall remain in full force and effect.

# 6.     THIS FIRST AMENDMENTSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFCOLORADO APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCHSTATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES TO THE EXTENT SUCH LAWS ARENOT 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 First Amendment may be executed in oneor more counterparts (including by facsimile), each of which shall be deemed anoriginal and all of which together shall be considered one and the sameinstrument.

[signature pagefollows]

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

 
|   | BRAD SONNENBERG                       |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | /s/ Brad  Sonnenberg                  |   |
|   |                                  |
|   |                                  |
|   | ADELPHIA  COMMUNICATIONS  CORPORATION |
|   |                                  |
|   |                                  |
|   | /s/ David R.  Brunick                 |   |
|   | By: David R.  Brunick                 |
|   | Title: SVP HR                         |

 

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