** EXHIBIT 10.13**

CONFIDENTIAL

**Terms ofExtended EVP Post Close Incentive Program**

Participants:                                                                              VanessaWittman and Brad Sonnenberg (“EVPs”)

ExistingProgram:                                                    TheExtended EVP Post Close Incentive Program outlined herein is intended to be inlieu of the PKERP.(1)  The Extended EVPPost Close Incentive Program is in addition to, and not in lieu of, anyapplicable compensation and benefits programs of the Company, other than thePKERP, in which the EVPs participate prior to the Post Close Period.

EmploymentPeriod:                                      ThePost Close Period will be from August 1, 2006 through December 31, 2006 (the “PostClose Period”).  In the event theCompany is required to file a Form 10-K, at the sole discretion of theCreditors’ Committee, the EVPs may continue to be employed by the Company fromJanuary 1, 2007 through March 31, 2007 (the “Extended Post Close Period”).  If it seeks to employ the EVPs during theExtended Post Close Period, the Creditors’ Committee or Plan Administrator (asapplicable) must notify the EVPs, in writing, no later than November 15, 2006.

EVPBonus:                                                                                 Subjectto the termination provisions below, EVPs employed during the Post Close Periodwill receive a bonus (the “Post-Close Bonus”) equal to five months ofAdjusted Base Salary (as defined in the PKERP Motion).

Subject to thetermination provisions below, EVPs employed during the Extended Post ClosePeriod will receive a bonus (the “Extended Post-Close Bonus”) equal tothree months of Adjusted Base Salary.

Such bonuses shallbe paid net of any amounts required to be withheld under applicable federal,state, or local income tax laws.

Payment of suchbonuses will be conditioned on execution and delivery by the EVP of a generalrelease of claims against the Company and the Plan Administrator relating toclaims, if any, accrued up to the execution of such release, and shall providethat such release does not extend to (a) compensation or benefits to beprovided by, or any other obligation otherwise due to be performed by, the Companyor the Plan Administrator

 

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(1)                                  The“PKERP” refers to the incentive program that was the subject of the Debtors’Motion for Order Pursuant to Sections 105(a) and 363(b) of the Bankruptcy CodeAuthorizing Implementation of Post-Closing Incentive Program and GrantingRelated Relief, which was approved by the Bankruptcy Court on July 26, 2006(the “PKERP Order”).  The other reliefgranted pursuant to the PKERP Order (e.g., the payment of Adjusted BaseSalary) shall remain in effect and is not intended to be superseded by theterms herein.

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in the future, and(b) claims for indemnification or the like, including without limitation, anyclaims based on indemnification agreements, the Company’s  by-laws, plan of reorganization, or othergovernance documents, as well as any claims under the Company’s directors’ andofficers’ insurance policies.  TheCompany and Plan Administrator shall simultaneously execute and deliver to theEVPs general releases of claims, if any, accrued up to the execution of suchrelease, and shall provide that such release does not extend to any obligationotherwise due to be performed by the EVPs in the future.

Timingof Payment:                                         Subjectto the termination provisions below:

·                                          50%of an EVP’s Post Close Bonus will be paid on the date that is the earlier of:(i) the end of the Post Close Period; and (ii) the Effective Date of a Plan ofReorganization for substantially all of the Debtors (the “Effective Date”);and

·                                          Theremaining 50% of each EVP’s Post Close Bonus will be paid at the end of thePost Close Period.

·                                          100%of an EVP’s Extended Post-Close Bonus (if applicable) will be paid at the endof the Extended Post Close Period.

Termination:                                                                             TheCompany or Plan Administrator (as applicable) may terminate one or both EVPsprior to the end of the Post Closing Period (or the end of the Extended PostClose Period, as applicable) only (i) for cause, (ii) upon mutual agreementbetween the EVP and the Company (“Mutual Termination”), or (iii) as aresult of the EVP’s death or disability. The terms “cause” and “disability” shall have the meanings assigned tothem in the EVPs’ existing employment agreements (the “Existing EVPAgreements”).  Following anytermination by an EVP, the Company, or Plan Administrator, each EVP will beentitled to receive his or her accrued but unpaid Adjusted Base Salary andbenefits through the date of termination, such amount to be paid not later than8 days following the date of such termination. Following a Mutual Termination or termination for death or disability,an EVP will be entitled to receive his or her aggregate Post-Close Bonus (andExtended Post-Close Bonus, as applicable) not later than 8 days following thedate of termination.

In the event theCompany or Plan Administrator seeks to terminate one or both EVPs without causeand such EVPs do not agree to a Mutual Termination, the Company or PlanAdministrator may, at any time during the Post Closing Period (or the ExtendedPost Close Period, as applicable),require the EVP not to attend his or her work provided that the EVP shall beentitled to receive his or her Adjusted Base Salary and benefits during anysuch period and for purposes of this Extended EVP Post Close

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Incentive Program will remain an employee of the Company duringsuch period.

If the EffectiveDate occurs prior to the end of either the Post Close Period or the ExtendedPost Close Period, as applicable, the EVPs may elect to voluntarily terminatetheir employment (an “Effective Date Termination”).  In such case and at the sole discretion ofthe Creditors’ Committee, the EVPs shall remain available to consult for theCompany from the date of the Effective Date Termination through the three monthanniversary of the Effective Date Termination. In the event of an Effective Date Termination, the Creditors’ Committeewill notify the EVPs if they will be required to serve as a consultant on thedate of such termination.  In the eventof an Effective Date Termination, the EVPs shall be entitled to receive the *pro rata* share of their Post-Close Bonusand/or Extended Post-Close Bonus, as applicable, that relates to the periodbetween 8/01/06 and the date of Effective Date Termination.  In the event an EVP terminates his or heremployment for “Good Reason” (other than an Effective Date Termination), suchEVP shall be entitled to be paid on such termination date his or her aggregatePost-Close Bonus (and Extended Post-Close Bonus, as applicable) and his or heraggregate Adjusted Base Salary from such termination through the end of thePost Close Period (and Extended Post Close Period, as applicable).

Except in theevent of an Effective Date Termination or termination for “Good Reason,” EVPswho voluntarily terminate their employment prior to the end of either the PostClose Period or Extended Post Close Period, as applicable, will forfeit any unpaidbonus amounts.

If interim bonuspayments previously have been made pursuant to the section captioned “Timing”above, the bonus payments provided for in this section on “Termination” shallbe paid only to the extent of the excess of such bonuses payable on terminationover such previously paid interim bonuses.

ConsultingPeriod:                                             Atthe sole discretion of the Creditors’ Committee, and in the event that the EVPswill not be employed by the Company throughout the Extended Post Close Period,each EVP agrees to consult for the Company for a period beginning attermination of employment and ending the earlier of (a) three months followingthe termination of employment and (b) March 31, 2007 (the “Consulting Period”).  Except in the event of an Effective Date Termination,the Creditors’ Committee will notify the EVPs if they will be required to serveas consultants during the Consulting Period no later than 30 days prior to theend of the Post Close Period.  TheConsulting Period may be terminated by the Company or the Plan Administrator bydelivering written notice to the EVP no less than 30 days prior to the date onwhich the Consulting Period will terminate.

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ConsultingFees:                                                      Inconsideration of the agreement to consult, EVPs will continue to be paid the *pro rata* portion of their annual AdjustedBase Salary every two weeks.  The Companyand the EVP will enter into a customary consulting agreement which containscustomary expense reimbursement and indemnity provisions.

Severance:                                                                                      Onthe date on which the Court approves the Extended EVP Post Close IncentiveProgram, the Company will pay to each EVP the severance (the “SeverancePayments”) provided for in the Existing EVP Agreements in cases of atermination by the Company without cause.

The Existing EVPAgreements will be amended to provide that an Effective Date Termination willbe included in the definition of “Good Reason.”

Notwithstandinganything herein to the contrary, upon receipt of the Severance Payments, theEVPs shall not be entitled to any additional severance payment pursuant to theExisting EVP Agreements or otherwise.

Indemnity:                                                                                       TheCompany shall (a) provide indemnification agreements to the EVPs containingcustomary terms (in no event less favorable to the EVPs than those provided tothe Company’s directors) and (b) maintain by-laws that provide for exculpationand indemnification to the maximum extent permitted by Delaware law.

Miscellaneous:                                                               TheEVPs will remain on the Company’s health plan until the date that theiremployment is terminated.  Thereafter,the EVPs will be entitled to COBRA coverage under the terms of their ExistingEVP Agreements for the period specified in their existing employment agreementsplus an additional period equal to the length of time during which the EVPserves as a consultant.

CourtApproval:                                                         TheCreditors’ Committee and the Debtors shall file a joint motion seeking approvalof the relief related to the EVPs.

Please acknowledge your agreement with the foregoingterms.

 
|                                            |   |
|--------------------------------------------|--------|
| Authorized  Representative of the          |
| Official  Committee of Unsecured Creditors |

 

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Agreed to:
| ** ** | **ADELPHIA COMMUNICATIONS CORPORATION** |
|------------|-----------------------------------------|
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | By:                                     | /s/ Jerry Rybin,  VP – HR |   |
|       |                                    |
|       | Date:10-10-06                           |
|       |                                    |
|       |                                    |
| ** ** | **VANESSA  WITTMAN**                    |
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | /s/ Vanessa  Wittman                    |   |
|       |                                    |
|       | Date:                                   | 9/26/06 |   |
|            |                                         |  |  |  |  |  |

 

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