**EXHIBIT 10.08**

September 1, 2006

**Amendment No. 3to theTerms and Conditions of EmploymentBetweenWilliam T. Schleyer (“WTS”)andAdelphia Communications Corporations (the “Company”)**

WHEREAS, WTS and theCompany (collectively, the “Parties”) wish to amend that certain employmentagreement executed on January 17, 2003, and amended by Amendment No. 1 theretoon February 21, 2003 and further amended by Revised Amendment No. 2 thereto onMarch 10, 2003 (the “Employment Agreement”);

WHEREAS, at the time ofthe execution of the Employment Agreement, WTS and the Company contemplatedthat the Company would emerge from bankruptcy as part of a plan ofreorganization where the Company would be an on-going publicly traded company;

WHEREAS, on April 21,2005, the Company announced that it had reached a definitive agreement withTime Warner NY Cable LLC (“Time Warner”) and Comcast Corporation, whereby TimeWarner and Comcast Corporation agreed to purchase substantially all of theCompany’s and its affiliates’ assets (the “Sale Transaction”) and on July 31,2006 (the “Sale Date”) the Sale Transaction was consummated pursuant to section363 of title 11 of the United States Code;

WHEREAS, the EmploymentAgreement provides for awards of restricted stock and stock options upon theCompany’s emergence from bankruptcy;

WHEREAS, the Company willnot be able to award restricted stock upon the closing of the Sale Transaction;and

WHEREAS, WTS and theCompany desire to amend the Employment Agreement as hereinafter set forth.

NOW, THEREFORE, theParties hereby agree to the amendment of the Employment Agreement (“AmendmentNo. 3”) as follows:

1.             A new secondsentence is added to Section 1 of the Employment Agreement, reading as follows:“If Emergence (as hereinafter defined) occurs during the term of thisagreement, WTS shall resign as CEO and Chairman of the Board upon Emergence andshall thereafter serve as a consultant to the Company for the remaining term ofthis agreement.”

2.             A new thirdsentence is added to Section 2 of the Employment Agreement, reading as follows:“Notwithstanding the foregoing, the employment of WTS pursuant to this 

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agreement (whether as CEOand Chairman or as consultant) shall terminate on March 31, 2007 unlessextended by mutual agreement or terminated prior thereto pursuant to Section 8Aof this agreement.

3.             Section 4 ofthe Employment Agreement is deleted and replaced with the following: “WTS shallbe paid a bonus of 100% of base salary for the period from the Sale Datethrough the remaining term of this agreement. Salary and bonus shall be paidbi-weekly except as may otherwise be provided herein.”

4.             Section 8 ofthe Employment Agreement is hereby amended by adding a new clause (f) at theend thereof reading as follows:

(f)Notwithstanding anything contained herein to the contrary, WTS’s employmentunder this agreement (as amended through Revised Amendment No. 2 hereto) shallbe deemed to have been terminated by WTS for Good Reason upon the Sale Date andWTS shall be entitled to the lump sum payment described above in Section 8(a)in respect of such termination. WTS shall thereafter be employed by the Company(whether as CEO and Chairman or as consultant) under this agreement as amendedby giving effect to Amendment No. 3 hereto; provided, however, that clauses (a)through (e) of this Section 8 shall not apply to any termination of WTS’semployment occurring after such lump sum payment is made.

5.             A new Section8A is added to the Employment Agreement immediately after Section 8, reading asfollows:

8A.  Termination At Company Option After Emergence.The Company will have the option to terminate WTS’s employment prior to March31, 2007 upon 30 days’ prior written notice, given after the effective date ofa plan of reorganization for the Company or the date of commencement ofliquidating distributions under chapter 7 of the Bankruptcy Code (either date, “Emergence”).For the avoidance of doubt, Section 8 shall not apply to any terminationpursuant to this Section 8A.

6.             The heading toSection 9 of the Employment Agreement is hereby amended to read as follows: “InitialEquity Award or Sale Transaction Closing Award.”

7.             The followingis hereby added after the last sentence of Section 9 of the EmploymentAgreement: “Notwithstanding anything contained herein to the contrary, uponconsummation of the Sale Transaction, WTS shall be entitled to receive $10.2million in cash (the “Sale Transaction Closing Award”) in lieu of the InitialEquity Award described above in this Section 9. The Sale Transaction ClosingAward shall be paid on the first business day after approval of Amendment No. 3to this agreement by the United States Bankruptcy Court for the SouthernDistrict of New York, provided that WTS has previously or concurrentlyexecuted and delivered to the Company a release in substantially the form ofExhibit A to Amendment No. 3 hereto, together with a separate Waiver andRelease Agreement to provide for the release of claims under the AgeDiscrimination in Employment Act, as amended, in substantially the form of ExhibitB to Amendment No. 3 hereto.”

8.             The heading toSection 10 of the Employment Agreement is hereby amended to 

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read as follows: “PotentialEquity and Cash Awards.”

9.             The heading toSection 10(e) of the Employment Agreement is hereby amended to read as follows:“Emergence Date Special Award or Sale Transaction Closing Special Award.”

10.           The following ishereby added after the last sentence of Section 10(e) of the EmploymentAgreement: “Notwithstanding anything contained herein to the contrary, uponconsummation of the Sale Transaction, WTS shall be entitled to receive a cashpayment of $5.1 million (the “Sale Transaction Closing Special Award”) in lieuof the additional grant of restricted shares described above in this Section10(e). The Sale Transaction Closing Special Award shall be paid upon Emergence.”

11.           The secondsentence of Section 13 of the Employment Agreement is hereby amended to read asfollows: “For purposes of this Agreement, “Competing Enterprise” shall meanQwest Communications International Inc., Verizon Communications Inc., BellSouthCorporation, AT&T Inc., any Direct Broadcast Satellite or othermulti-channel video provider (including, but not limited to, EchoStarCommunications Corp. or DirecTV Broadband, Inc.), any multiple system operator(including, but not limited to Comcast) or any Digital Subscriber Line providerin the continental United States and/or Puerto Rico, in each case that has aservice area that overlaps with 10% or more of the service area of the Company.”

12.           Section 15 ofthe Employment Agreement is hereby amended by replacing the words “thisagreement and of any definitive agreement” with the words “Amendment No. 3 tothis agreement” and reducing the $150,000 amount set forth therein to $80,000.

13.           This Amendment No.3 is expressly conditioned upon approval of the United States Bankruptcy Courtfor the Southern District of New York. In the event that this condition is notsatisfied, this Amendment No. 3 shall be null and void *ab initio*and without any further force oreffect.

14.           Exceptas provided in this Amendment No. 3, the terms and conditions of the EmploymentAgreement shall remain unchanged.
| /s/ William T. Schleyer |   | ADELPHIA COMMUNICATIONS CORPORATION |
|-------------------------|--------|-------------------------------------|
| William T.  Schleyer    |   |                                |
|                    |   | /s/ Vanessa Wittman                 |   |
|                    |   | By: Vanessa Wittman                 |
|                    |   | Its: EVP & CFO                  |

 

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**EXHIBIT A**

**WAIVER AND RELEASEAGREEMENT**

This Waiver and ReleaseAgreement (hereinafter “Agreement”) is executed on the dates indicated below,by Adelphia Communications Corporation, and any parent, predecessor, or currentor former subsidiary or affiliated company of any of them, or successor of anyof them, or benefit plan maintained by any of them, and the directors,officers, employees, shareholders (solely in their capacity as such), andagents of any or all of them (collectively, the “Company”) and William T.Schleyer individually, and on behalf of all successors, heirs and assigns (“Individual”).

A.            Individual and Company are party toan employment agreement, as amended on February 21, 2003, March 10, 2003 and              , 2006 (the “Employment Agreement”).

B.            In consideration for the benefitsafforded to Individual by Amendment No. 3 to the Employment Agreement, andother than claims for vested benefits and compensation, unemploymentcompensation, worker’s compensation, indemnification and liability insurance asdescribed in the Employment Agreement, and other payments, compensation andbenefits otherwise due to Individual under Amendment No. 3 to the EmploymentAgreement or under Sections 1, 2, 3, 4, 6, 7, 8, 9, 10(e), 14, 15, 16 and 19 ofthe Employment Agreement, including reimbursement of any business expensesincurred prior to Individual’s last day of employment with Company andsubmitted in accordance with Company policy, due to Individual, Individualhereby knowingly and voluntarily fully hereby irrevocably and unconditionally **RELEASES, REMISES AND FOREVER DISCHARGES**Companyfrom any and all charges, complaints, claims (as defined in 11 U.S.C. §105(5)),liabilities, obligations, promises, agreements, controversies, damages,actions, causes of action, suits, rights, demands, costs, losses, debts andexpenses (including attorney’s fees and costs actually incurred) of any naturewhatsoever, known or unknown, suspected or unsuspected, including, but notlimited to any and all claims arising out of or relating in any way to hisemployment with the Company or the termination of his employment with theCompany that are not excepted above, any rights arising out of allegedviolations of any contracts, express or implied, any covenant of good faith andfair dealing, express or implied, or any tort including defamation, or anylegal restrictions on Company’s right to hire, refuse to hire or terminateemployees, or any federal, state or other governmental statute, regulation orordinance, including, without limitation: (1) the Civil Rights Act of 1964, asamended; (2) 42 U.S.C. § 1981; (3) the Americans with Disabilities Act (“ADA”);(4) the Age Discrimination in Employment Act, as amended (“ADEA”); (5) theFamily and Medical Leave Act (“FMLA”); (6) the Employee Retirement IncomeSecurity Act, as amended (“ERISA”); (7) the Sarbanes-Oxley Act; (8) any civilrights, anti-discrimination or human rights laws of any state or locality inwhich Individual was employed, resides, or resided during his employment withthe Company, and any such laws of the state of incorporation of the Company,and (9) any other federal, state or local law; any wage claim or statute; anyclaim of retaliatory treatment; any claim of wrongful discharge against publicpolicy; any common law claims in tort, contract, for quasi-contact, forpromissory estoppel, or for violation of the covenant of good faith and fairdealing (hereinafter collectively referred to as “Individual Claim” or “IndividualClaims”), which Individual now has, owns or holds, or claims to have, own orhold, or which Individual at any time heretofore had, owned or held, or claimedto have, own or hold against Company up to and

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including the date ofpayment of the Sale Transaction Closing Special Award (as defined in AmendmentNo. 3 to the Employment Agreement). Individual acknowledges that upon receiptof payments required to be made under Amendment No. 3 to the EmploymentAgreement, the obligations of the Company under Sections 8, 9 and 10(a) through(e) (as such sections existed under the Employment Agreement prior to AmendmentNo. 3 thereto) will be satisfied.

Individual agreesIndividual has not filed any Claim, complaint or charge with any local, State,or federal agency or enforcement body, and that if such a Claim, complaint orcharge is filed, Individual shall immediately withdraw such Claim, complaint orcharge; provided,however, that the foregoing does not affect anyright to file an administrative charge with the Equal Employment OpportunityCommission (“EEOC”), subject to the restriction that if any such charge isfiled, Individual agrees and covenants that should he or any other person,organization, or other entity file, charge, claim, sue or cause or permit to befiled any charge with the EEOC, civil action, suit or legal proceeding againstCompany involving any matter occurring at any time in the past, Individual willnot seek or accept any personal relief (including, but not limited to, monetaryaward, recovery, relief or settlement) in such charge, civil action, suit orproceeding.

C.            Individual has not disclosed andwill not disclose Company Information (defined below) at any time prior to orafter the effective date of this Agreement, other than pursuant to hisperformance of duties for Company. Individual has returned to Company, or willreturn to Company by the date payment hereunder is due, all Company Property(defined below) not purchased from Company and will return to Company ifrequested by Company all documents containing Company Information and any copies,duplicates, reproductions or excerpts of Company Information.

1.                                       “CompanyInformation” means any confidential or proprietary legal, financial, marketing,business, technical, management or business plans, business strategies,software, software evaluations, systems designs, trade secrets, personnelinformation, marketing methods and techniques, customer lists, or otherinformation, including, but not limited to, information which Individualprepared, caused to be prepared, or received in connection with Individual’semployment with Company, as it relates to Company, its employees or itscustomers. Company Information does not include: information or knowledge: (a)which may subsequently come into the public domain after the Individual’stermination of employment (or is in the public domain prior to Individual’stermination of employment) other than by way of unauthorized disclosure byIndividual; (b) which Individual is required to disclose by applicable law,subpoena, or order of a governmental agency or court after ten (10) days notice(if such notice is practicable) has been provided to Company of such order or(c) .

2.                                       “CompanyProperty” shall include, but not be limited to, keys, access cards, files,memoranda, reports, software, credit cards, computer disks, instructional andmanagement manuals, books, cellular phones and computer equipment.

D.            Individual and Company have had anadequate opportunity to negotiate these terms, have had an adequate opportunityto consult with counsel if so desired, and this Agreement sets forth thecomplete agreement between Individual and Company. No other 

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covenants orrepresentations, express or implied, have been made or relied upon, and noother consideration, other than that set forth herein, is due or owing.

E.             Individual acknowledges thatIndividual has been advised by Company to consult with an attorney prior toexecuting this Agreement. Individual also acknowledges being given at leasttwenty-one (21) days within which to consider this Agreement, and Individualhas been advised that for a period of seven (7) days following execution ofthis Agreement, Individual may revoke this Agreement insofar as it relates toage discrimination claims and that it shall not become effective or enforceableas to age discrimination claims until the later of (i) the expiration of saidseven (7) day period or (ii) the date this Agreement is approved by the U.S.Bankruptcy Court for the Southern District of New York. Individual agrees thatchanges in this Agreement will not restart the running of the aforementioned21-day consideration period. Individual also agrees that Individual may signthis Agreement at any time during the 21-day period, and that any decision byIndividual to do so has not been induced by Company through fraud,misrepresentation, coercion, or a threat to withdraw or alter the offercontained in this Agreement prior to the expiration of the 21-day time period,or by offering different terms if the Agreement is signed prior to theexpiration of the 21-day time period.

F.             Individual represents thatIndividual has read this Agreement and fully understands each of its terms.Individual further represents that no representations, promises, agreements,stipulations, or other statements have been made by Company to induce thisAgreement, beyond those contained herein. Individual further represents thatIndividual is of sound mind, and knowingly and voluntarily signs this Agreementas Individual’s own free act, and that Individual is not acting under anycoercion or duress.

G.            If any provision of this Agreementshould be declared to be unenforceable by any administrative agency or court oflaw, the remainder of the Agreement shall remain in full force and effect, andshall be binding upon the parties hereto as if the invalidated provision werenot part of this Agreement.

H.            As a free and voluntary act,Individual agrees that he will make no written or oral statements that directlyor indirectly disparage the Company in any manner whatsoever, including but notlimited to: (a) the working conditions or employment practices of Company or(b) Company as a provider of cable television services or other products andservices.

I.              Subject to Section 14 of theIndividual’s Employment Agreement, all payments under this Agreement will besubject to applicable withholding taxes.

J.             Any IndividualClaims arising under this Agreement, whether arising in contract, statute,tort, fraud, misrepresentation, discrimination, common law or any other legaltheory, including, but not limited to disputes relating to the making,performance or interpretation of this Agreement; whenever brought, shall bebrought in the United States District Court for the Southern District of NewYork. **By signing this Agreement, Individualand the Company voluntarily, knowingly and intelligently waive any right theyeach may have to a jury trial in the event of a breach of this Agreement.**

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K.            This Agreement shall be governed byand construed in accordance with the laws of the state of New York applicableto contracts made and to be performed entirely within such state, withoutregard to its conflict of laws rules to the extent such laws are not preemptedby federal law including but not limited to federal bankruptcy law.

L.             This Agreement constitutes the fulland complete integration of the parties’ agreement and all statements,negotiations and prior agreements or understandings with respect to the subjectmatter contained herein are to be deemed fully and completely merged into thisAgreement. This Agreement may be modified only by a written instrument signedby all parties hereto. Except as otherwise provided by this Agreement, theEmployment Agreement will continue in full force and effect pursuant to itsterms. For the avoidance of doubt, paragraph 13 of the Employment Agreementremains in effect though not specifically enumerated in clause B above.

M.           This Agreement and all documents tobe executed hereunder may be executed in multiple counterparts, each of whichmay be treated as an original document.

N.            This Agreement and all documents tobe executed hereunder may be executed by facsimile, and both facsimile andphotocopies may be treated as original documents.

O.            Each person signing this Agreementrepresents that he or she has the full authority to bind the party on behalf ofwhom or which he or she signs to the terms of this Agreement.

P.             Notwithstanding anything to thecontrary herein, in the event (i) the approval of Amendment No. 3 by the U.S.Bankruptcy Court for the Southern District of New York is not received, (ii)the Company does not pay to Individual when and as required by Amendment No. 3(x) the Sale Transaction Closing Award (as defined in Section 9 of theEmployment Agreement) or (y) the Sale Transaction Closing Special Award (asdefined in Section 10(e) of the Employment Agreement), or (iii) Individual doesnot receive a release and exculpation from each Debtor (a) in the case of aDebtor that emerges from bankruptcy through a plan of reorganization, in thatplan in the form of the exculpation and release included in the Fifth AmendedChapter 11 Plan for Adelphia Communications Corporation and Certain of itsAffiliates, as filed on August 18, 2006 (the “Plan”), and (b) in the case ofeach Debtor that emerges from bankruptcy through a liquidation, from a Trusteeappointed in that liquidation and in substantially the form of the exculpationand release in the Plan, this Waiver and Release Agreement shall be null andvoid *ab initio*and without anyfurther force or effect and the occurrence of each of the events described inthe preceding clauses (i) through (iii) is a condition to the effectiveness ofthis Waiver and Release Agreement.

**THIS IS A RELEASE — READCAREFULLY BEFORE SIGNING**

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**By signing below, I acknowledgethat I have read, understood and accept the terms and conditions of thisAGREEMENT, including the Dispute Resolution Provision set forth in paragraph Jabove.**

 

IN WITNESSTHEREOF, and intending to be legally bound, the parties have executed thisAgreement.
| /s/ William T. Schleyer    |         |
|----------------------------|--------------|
| ***William  T. Schleyer*** |
| *** ***               |
| STATE OF NEW  YORK         |   )     |
|                       |   ) ss. |
| COUNTY OF NEW  YORK        |   )     |

 

The foregoing instrumentwas acknowledged before me this 6th day of Sept., 2006, by RebeccaLevine.

Witness my hand andofficial seal.

My commission expires2010.
| [SEAL] | /s/ Rebecca Levine |
|--------|--------------------|
|   | Notary Public      |

 

***ADELPHIACOMMUNICATIONS CORPORATION“Company”***
| By:                 | /s/ Vanessa  Wittman |   |
|---------------------|----------------------|--------|
| *** ***        |
| STATE OF COLORDO    |   )             |
|                |   ) ss.         |
| COUNTY OF  ARAPAHOE |   )             |

 

The foregoing instrumentwas acknowledged before me this 20th dayof Sept., 2006, by Vanessa Wittman, duly authorized.

Witness my hand andofficial seal.

My commissionexpires 4/27/2010.
| [SEAL] | /s/ Patricia A. Conroy |
|--------|------------------------|
|   | Notary Public          |

 

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**EXHIBITB**

**WAIVER AND RELEASEAGREEMENT**

This Waiver and ReleaseAgreement (hereinafter “Agreement”) is executed on the dates indicated below,by Adelphia Communications Corporation, and any parent, predecessor, or currentor former subsidiary or affiliated company of any of them, or successor of anyof them, or benefit plan maintained by any of them, and the directors,officers, employees, shareholders (solely in their capacity as such), andagents of any or all of them (collectively, the “Company”) and William T.Schleyer individually, and on behalf of all successors, heirs and assigns (“Individual”).

A.            Individual and Company are party toan employment agreement, as amended on February 21, 2003, March 10, 2003 and             , 2006 (the `Employment Agreement”).

B.            In consideration for the benefitsafforded to Individual by Amendment No. 3 to the Employment Agreement, andother than claims for vested benefits and compensation, unemploymentcompensation, worker’s compensation, indemnification and liability insurance asdescribed in the Employment Agreement, and other payments, compensation andbenefits otherwise due to Individual under Amendment No. 3 to the EmploymentAgreement or under Sections 1, 2, 3, 4, 6, 7, 8, 9, 10(e), 14, 15, 16 and 19 ofthe Employment Agreement, including reimbursement of any business expensesincurred prior to Individual’s last day of employment with Company andsubmitted in accordance with Company policy, due to Individual, Individualhereby knowingly and voluntarily fully hereby irrevocably and unconditionallyRELEASES, REMISES AND **FOREVER DISCHARGES**Companyfrom any and all charges, complaints, claims (as defined in 11 U.S.C. §105(5)),liabilities, obligations, promises, agreements, controversies, damages,actions, causes of action, suits, rights, demands, costs, losses, debts andexpenses (including attorney’s fees and costs actually incurred) of any naturewhatsoever, known or unknown, suspected or unsuspected, arising out of orrelating in any way to his employment with the Company under the AgeDiscrimination in Employment Act, as amended (“ADEA”); (hereinafter referred toas “Individual Claim” or “Individual Claims”), which Individual now has, ownsor holds, or claims to have, own or hold, or which Individual at any time heretoforehad, owned or held, or claimed to have, own or hold against Company up to andincluding the date indicated below. Individual acknowledges that upon receiptof payments required to be made under Amendment No. 3 to the EmploymentAgreement, the obligations of the Company under Sections 8, 9 and 10(a) through(e) (as such sections existed under the Employment Agreement prior to AmendmentNo. 3 thereto) will be satisfied.

Individual agreesIndividual has not filed any Claim, complaint or charge with any local, State,or federal agency or enforcement body, and that if such a Claim, complaint orcharge is filed, Individual shall immediately withdraw such Claim, complaint orcharge; provided, however, that the foregoing does not affect anyright to file an administrative charge with the Equal Employment OpportunityCommission (“EEOC”), subject to the restriction that if any such charge isfiled, Individual agrees and covenants that should he or any other person,organization, or other entity file, charge, claim, sue or cause or permit to befiled any charge with the EEOC,

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civil action, suit or legal proceeding against Companyinvolving any matter occurring at any time in the past, Individual will notseek or accept any personal relief (including, but not limited to, monetaryaward, recovery, relief or settlement) in such charge, civil action, suit orproceeding.

C.            Individual and Company have had anadequate opportunity to negotiate these terms, have had an adequate opportunityto consult with counsel if so desired, and this Agreement sets forth thecomplete agreement between Individual and Company. No other covenants orrepresentations, express or implied, have been made or relied upon, and noother consideration, other than that set forth herein, is due or owing.

D.            Individual acknowledges thatIndividual has been advised by Company to consult with an attorney prior toexecuting this Agreement. Individual also acknowledges being given at leasttwenty-one (21) days within which to consider this Agreement, and Individualhas been advised that for a period of seven (7) days following execution ofthis Agreement, Individual may revoke this Agreement with respect to the ADEAclaims and that it shall not become effective or enforceable as to the ADEAclaims until the later of (i) the expiration of said seven (7) day period or(ii) the date this Agreement is approved by the U.S. Bankruptcy Court for theSouthern District of New York. Individual agrees that changes in this Agreementwill not restart the running of the aforementioned 21-day consideration period.Individual also agrees that Individual may sign this Agreement at any timeduring the 21-day period, and that any decision by Individual to do so has notbeen induced by Company through fraud, misrepresentation, coercion, or a threatto withdraw or alter the offer contained in this Agreement prior to theexpiration of the 21-day time period, or by offering different terms if theAgreement is signed prior to the expiration of the 21-day time period.

E.             Individual represents thatIndividual has read this Agreement and fully understands each of its terms.Individual further represents that no representations, promises, agreements,stipulations, or other statements have been made by Company to induce thisAgreement, beyond those contained herein. Individual further represents thatIndividual is of sound mind, and knowingly and voluntarily signs this Agreementas Individual’s own free act, and that Individual is not acting under anycoercion or duress.

F.             If any provision of this Agreementshould be declared to be unenforceable by any administrative agency or court oflaw, the remainder of the Agreement shall remain in full force and effect, andshall be binding upon the parties hereto as if the invalidated provision werenot part of this Agreement.

G.            As a free and voluntary act,Individual agrees that he will make no written or oral statements that directlyor indirectly disparage the Company in any manner whatsoever, including but notlimited to: (a) the working conditions or employment practices of Company or(b) Company as a provider of cable television services or other products andservices.

H.            Subject to Section 14 of theIndividual’s Employment Agreement, all payments under this Agreement will besubject to applicable withholding taxes.

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I.              AnyIndividual Claims arising under this Agreement, whether arising in contract,statute, tort, fraud, misrepresentation, discrimination, common law or anyother legal theory, including, but not limited to disputes relating to themaking, performance or interpretation of this Agreement; whenever brought,shall be brought in the United States District Court for the Southern Districtof New York. **By signing this Agreement,Individual and the Company voluntarily, knowingly and intelligently waive anyright they each may have to a jury trial in the event of a breach of thisAgreement.**

J.             This Agreement shall be governed byand construed in accordance with the laws of the state of New York applicableto contracts made and to be performed entirely within such state, withoutregard to its conflict of laws rules to the extent such laws are not preemptedby federal law including but not limited to federal bankruptcy law.

K.            This Agreement constitutes the fulland complete integration of the parties’ agreement and all statements,negotiations and prior agreements or understandings with respect to the subjectmatter contained herein are to be deemed fully and completely merged into thisAgreement. This Agreement may be modified only by a written instrument signedby all parties hereto. Except as otherwise provided by this Agreement, theEmployment Agreement will continue in full force and effect pursuant to itsterms. For the avoidance of doubt, paragraph 13 of the Employment Agreementremains in effect though not specifically enumerated in clause B above.

L.             This Agreement and all documents tobe executed hereunder may be executed in multiple counterparts, each of whichmay be treated as an original document.

M.           This Agreement and all documents tobe executed hereunder may be executed by facsimile, and both facsimile andphotocopies may be treated as original documents.

N.            Each person signing this Agreementrepresents that he or she has the full authority to bind the party on behalf ofwhom or which he or she signs to the terms of this Agreement.

O.            Notwithstanding anything to thecontrary herein, in the event (i) the approval of Amendment No. 3 by the U.S.Bankruptcy Court for the Southern District of New York is not received, (ii)the Company does not pay to Individual when and as required by Amendment No. 3(x) the Sale Transaction Closing Award (as defined in Section 9 of theEmployment Agreement) or (y) the Sale Transaction Closing Special Award (asdefined in Section 10(e) of the Employment Agreement), or (iii) Individual doesnot receive a release and exculpation from each Debtor (a) in the case of aDebtor that emerges from bankruptcy through a plan of reorganization, in thatplan in the form of the exculpation and release included in the Fifth AmendedChapter 11 Plan for Adelphia Communications Corporation and Certain of itsAffiliates, as filed on August 18, 2006 (the “Plan”), and (b) in the case ofeach Debtor that emerges from bankruptcy through a liquidation, from a Trusteeappointed in that liquidation and in substantially the form of the exculpationand release in the Plan, this Waiver and Release Agreement shall be null andvoid *ab initio*and without anyfurther force or effect and the occurrence of each of the events described inthe preceding clauses (i) through (iii) is a condition to the effectiveness ofthis Waiver and Release Agreement.

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**THIS IS A RELEASE — READCAREFULLY BEFORE SIGNING**

**By signing below, I acknowledgethat I have read, understood and accept the terms and conditions of thisAGREEMENT, including the Dispute Resolution Provision set forth in paragraph Iabove.**

IN WITNESSTHEREOF, and intending to be legally bound, the parties have executed thisAgreement.
| /s/ William T. Schleyer    |   |
|----------------------------|--------|
| ***William  T. Schleyer*** |
|                       |
| STATE OF NEW  YORK         | )      |
|                       | ) ss.  |
| COUNTY OF NEW  YORK        | )      |

 

The foregoing instrumentwas acknowledged before me this 7th day of September, 2006, byRebecca Levine.

Witness my hand andofficial seal.

My commission expires2010.
| [SEAL] | /s/ Rebecca Levine |
|--------|--------------------|
|   | Notary Public      |

 

***ADELPHIA COMMUNICATIONS CORPORATION“Company”***
| By:                 | /s/ Vanessa  Wittman |   |
|---------------------|----------------------|--------|
| *** ***        |
| STATE OF COLORDO    | )                    |
|                | ) ss.                |
| COUNTY OF  ARAPAHOE | )                    |

 

The foregoing instrumentwas acknowledged before me this 20th day of Sept., 2006, by VanessaWittman, duly authorized.

Witness my hand andofficial seal.

My commission expires4/27/2010.
| [SEAL] | /s/ Patricia A. Conroy |
|--------|------------------------|
|   | Notary Public          |

 

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