Exhibit 10.13
                                                                   -------------


                                                                  Execution Copy


                            INDEMNIFICATION AGREEMENT

     This Indemnification Agreement (this "Agreement") is made and entered into
this 31st day of October, 2002 between Adelphia Communications Corporation, a
Delaware corporation (the "Company"), and Rodney Cornelius ("Indemnitee"), a
director of the Company.

     WHEREAS, the Indemnitee has been nominated to serve on the Company's board
of directors (the "Board") and agrees, on the condition that he be so
indemnified, to serve as a director of the Company and in such capacity will
render services to the Company;

     WHEREAS, the Company is aware that because of the increased exposure to
litigation subjecting directors to expensive litigation risks, talented and
experienced persons are increasingly reluctant to serve or continue to serve as
directors and officers of corporations unless they are appropriately
indemnified;

     WHEREAS, the Company is also aware that statutes and judicial decisions
regarding the duties of directors and officers are often difficult to apply,
ambiguous or conflicting and therefore fail to provide directors with adequate
guidance regarding the proper course of action;

     WHEREAS, the Company desires to attract and retain the services of highly
experienced and capable individuals, such as Indemnitee, to serve as directors
of the Company and to indemnify its directors so as to provide them with the
maximum protection permitted by law;

     WHEREAS, the Company believes that it is fair and proper to protect the
Company's directors from the risk of judgments, settlements and other expenses
which may occur as a result of their service to the Company, even in cases in
which such persons received no personal profit or were not otherwise culpable;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee, intending to be legally bound, hereby
agree as follows:

     SECTION 1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

          (a) "Change of Control" shall be deemed to have occurred in any one of
     the following circumstances occurring after the date hereof: (i) there
     shall have occurred an event required to be reported with respect to the
     Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
     response to any similar item or any similar schedule or form) under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     regardless of whether the Company is then subject to such reporting
     requirement; (ii) any "person" (as such term is used in Sections 13(d) and
     14(d) of the Exchange Act) shall have become the "beneficial owner" (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
     securities of the Company representing 15%


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     or more of the combined voting power of the Company's then outstanding
     voting securities; (iii) the Company is a party to a merger, consolidation,
     sale of assets or other reorganization, or a proxy contest, as a
     consequence of which members of the Board in office immediately prior to
     such transaction or event constitute less than a majority of the Board
     thereafter; (iv) all or substantially all the assets of the Company are
     sold or disposed of in a transaction or series of related transactions; or
     (v) the individuals who on the date hereof constitute the Board (including,
     for this purpose, any new director whose election or nomination for
     election by the Company's stockholders was approved by a vote of at least
     two-thirds of the directors then still in office who were directors on the
     date hereof) cease for any reason to constitute at least a majority of the
     Board.

          (b) "Enterprise" means any Person of which Indemnitee is or was a
     Fiduciary.

          (c) "Expenses" means all direct and indirect costs (including, without
     limitation, attorneys' fees, retainers, court costs, transcripts, fees of
     experts, witness fees, travel expenses, duplicating costs, printing and
     binding costs, telephone charges, postage, delivery service fees, and all
     other disbursements or out-of-pocket expenses) actually, reasonably and
     customarily incurred in connection with (i) any Proceeding, (ii)
     establishing or enforcing any right to indemnification or advancement of
     expenses under this Agreement, applicable law, any other agreement or
     provision of the Company's Certificate of Incorporation or By-laws now or
     hereafter in effect or otherwise, or (iii) the review and preparation of
     this Agreement on behalf of Indemnitee; provided, however, that "Expenses"
     shall not include any Liabilities.

          (d) "Fiduciary" means an individual serving as a director, officer,
     trustee, general partner, managing member, fiduciary, board of directors'
     committee member, employee or agent of (i) the Company, (ii) any resulting
     corporation in connection with a consolidation or merger to which the
     Company is a party, or (iii) any other Person (including an employee
     benefit plan) at the request of the Company, including any service with
     respect to an employee benefit plan, its participants or its beneficiaries.

          (e) "Independent Counsel" means a nationally recognized law firm, or a
     member of a nationally recognized law firm, that is experienced in matters
     of corporate law and neither currently is, nor in the five years previous
     to its selection or appointment has been, retained to represent (i) the
     Company or the Indemnitee in any matter material to either such party
     (other than with respect to matters concerning the rights of Indemnitee
     under this Agreement or of other indemnities under similar indemnification
     agreements) or (ii) any other party to the Proceeding giving rise to a
     claim for indemnification hereunder. For the avoidance of doubt, any law
     firm or member of a law firm that shall have advised either party with
     respect to the review and preparation of this Agreement shall not be
     Independent Counsel for the purposes of this Agreement.

          (f) "Liabilities" means liabilities of any type whatsoever incurred by
     reason of (i) the fact that Indemnitee is or was a Fiduciary, or (ii) any
     action taken (or


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     failure to act) by him or on his behalf in his capacity as a Fiduciary,
     including, but not limited to, any judgments, fines (including any excise
     taxes assessed on Indemnitee with respect to an employee benefit plan),
     ERISA excise taxes and penalties, and penalties and amounts paid in
     settlement of any Proceeding (including all interest, assessments and other
     charges paid or payable in connection with or in respect of such judgments,
     fines, penalties or amounts paid in settlement).

          (g) "Person" means any individual, partnership, joint venture, firm,
     corporation, association, limited liability company, trust, estate,
     governmental unit or other enterprise or entity.

          (h) "Proceeding" shall mean any threatened, pending or completed
     investigation, civil or criminal action, third-party action, derivative
     action, claim, suit, arbitration, counterclaim, cross claim, alternative
     dispute resolution mechanism, inquiry, administrative hearing or any other
     proceeding whether civil, criminal, administrative, legislative or
     investigative, including any appeal therefrom in which Indemnitee was
     involved as a party or otherwise by reason of (i) the fact that Indemnitee
     is or was a Fiduciary, or (ii) any action taken (or failure to act) by him
     or on his behalf in his capacity as a Fiduciary.

          (i) "Subsidiary" means any Person of which a majority of the
     outstanding voting securities or other voting equity interests are owned,
     directly or indirectly by the Company.

     SECTION 2. Services by the Indemnitee. Subject to the effectiveness of this
Agreement pursuant to Section 13 hereof, the Indemnitee agrees to serve as a
director of the Company at the will of the Company for so long as the Indemnitee
is duly elected and qualified, appointed or until such time as the Indemnitee
tenders a resignation in writing or is removed as a director in accordance with
the Company's Bylaws as amended from time to time; provided, however, the
Indemnitee may at any time and for any reason resign from such position.

     SECTION 3. Indemnification.

          (a) Indemnification. Subject to the further provisions of this
     Agreement, the Company hereby agrees to and shall indemnify Indemnitee and
     hold him harmless from and against any and all Expenses and Liabilities
     incurred by Indemnitee or on Indemnitee's behalf, to the fullest extent
     permitted by applicable law in effect on the date hereof, and to such
     greater extent as applicable law may thereafter permit or authorize.

          (b) Presumptions.

               (i) Upon making any request for indemnification or advancement of
          Expenses under this Agreement, Indemnitee shall be presumed to be
          entitled to such indemnification or advancement of Expenses, as the
          case may be, under this Agreement and, in connection with any
          determination with respect


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          to entitlement to indemnification under Section 4(c) hereof, the
          Company shall have the burdens of coming forward with evidence and of
          persuasion to overcome that presumption in connection with the making
          by any Person of any determination contrary to that presumption.
          Neither the failure of any Person to have made such determination
          prior to the commencement of any action pursuant to this Agreement
          that indemnification is proper in the circumstances because Indemnitee
          has met the applicable standard of conduct, nor an actual
          determination by any Person that Indemnitee has not met any applicable
          standard of conduct, shall be a defense to any such action by
          Indemnitee or create a presumption that Indemnitee has not met the
          applicable standard of conduct.

               (ii) For purposes of any determination of good faith, Indemnitee
          shall be deemed to have acted in good faith if Indemnitee's action is
          based on the records or books of account of any Enterprise, including
          financial statements, or on information supplied to Indemnitee by the
          officers of such Enterprise in the course of their duties, or on the
          advice of legal counsel for such Enterprise or on information or
          records given or reports made to such Enterprise by an independent
          certified public accountant or by an appraiser or other expert
          selected by such Enterprise. The provisions of this Section 3(b) shall
          not be deemed to be exclusive or to limit in any way the other
          circumstances in which Indemnitee may be deemed or found to have met
          the applicable standard of conduct set forth in this Agreement.

               (iii) If the Person empowered or selected under Section 4(c)
          hereof to determine whether Indemnitee is entitled to indemnification
          shall not have made a determination within twenty (20) calendar days
          after receipt by the Company of the request therefor, the requisite
          determination of entitlement to indemnification shall be deemed to
          have been made and Indemnitee shall be entitled to such
          indemnification, absent (A) a misstatement by Indemnitee of a material
          fact, or an omission of a material fact necessary to make Indemnitee's
          statement not materially misleading, in connection with the request
          for indemnification, or (B) a prohibition of such indemnification
          under applicable law.

               (iv) The knowledge and/or actions, or failure to act, of any
          other Fiduciary shall not be imputed to Indemnitee for purposes of
          determining any right to indemnification under this Agreement.

          (c) Effect of Certain Proceedings. The termination of any Proceeding
     by judgment, order, settlement, conviction or upon a plea of nolo contendre
     or its equivalent, shall not, of itself, create a presumption that
     Indemnitee did not act in good faith and in a manner reasonably believed to
     be in or not opposed to the best interests of the Company, and with respect
     to any criminal Proceeding, that Indemnitee had reason to believe his or
     her conduct was unlawful.

     SECTION 4. Expenses; Indemnification Procedure.


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          (a) Advancement of Expenses. The Company shall advance all Expenses
     incurred by Indemnitee or on Indemnitee's behalf, without regard to
     Indemnitee's ultimate entitlement to indemnification under the other
     provisions of this Agreement. Indemnitee hereby undertakes to repay such
     amounts advanced if, and only to the extent that, it shall be determined by
     a final judgment or other final adjudication, not subject to further appeal
     or review, that Indemnitee is not entitled to be indemnified by the Company
     as authorized hereby, or under applicable law or otherwise. The advances to
     be made hereunder shall be paid by the Company to Indemnitee within twenty
     (20) calendar days following delivery of any written request, from time to
     time, by Indemnitee to the Company. Any overdue amount of such Expenses to
     be paid by the Company hereunder shall bear interest, compounded monthly,
     at a rate of 8% per annum. Advances payable hereunder shall include any and
     all reasonable Expenses incurred pursuing an action to enforce this right
     of advancement, including Expenses incurred preparing and forwarding any
     statements to the Company to support the advances claimed.

          (b) Notice by Indemnitee. To obtain indemnification under this
     Agreement, Indemnitee shall, as promptly as reasonably practicable under
     the circumstances, notify the Company in writing upon being served with any
     summons, citation, subpoena, complaint, indictment, information or other
     document relating to any Proceeding or any other matter which may be
     subject to indemnification of Liabilities or advancement of Expenses
     covered by this Agreement; provided however, that any delay or failure to
     so notify the Company shall relieve the Company of its obligations
     hereunder only to the extent, if at all, that the Company is actually and
     materially prejudiced by reason of such delay or failure. Notice to the
     Company shall be directed to the President/Chief Executive Officer of the
     Company, with a copy to the Company's outside counsel, at the addresses
     shown on the signature page of this Agreement (or such other address as the
     Company shall designate in writing to Indemnitee) in accordance with
     Section 18 hereof.

          (c) Determination of Entitlement to Indemnification. Upon the receipt
     of any notice pursuant to Section 4(b) hereof, a determination, if
     expressly required by applicable law, with respect to Indemnitee's
     entitlement to indemnification hereunder shall be made within twenty (20)
     calendar days by (i) a majority vote of the Board who are not parties to
     the Proceeding in respect of which indemnification is sought by Indemnitee,
     even though less than a quorum or (ii) by a committee of such directors
     designated by majority vote of such directors even though less than a
     quorum, or (iii) if there are no such directors, or if such directors so
     direct, by Independent Counsel in a written opinion to the Board (a copy of
     which opinion shall be delivered to Indemnitee); provided, however, that if
     there has been a Change of Control at or prior to the time of such notice
     by Indemnitee, Indemnitee's entitlement to indemnification shall be
     determined within the foregoing time period by Independent Counsel selected
     by Indemnitee, such determination to be set forth in a written opinion to
     the Board (a copy of which opinion shall be delivered to Indemnitee). The
     Company agrees to pay the reasonable fees of any Independent Counsel and to
     fully indemnify such Independent Counsel against any and all Expenses,
     claims, liabilities and damages arising out of or


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     relating to this Agreement or its engagement pursuant hereto. If, pursuant
     to the foregoing, it is determined that Indemnitee is entitled to
     indemnification, payment to Indemnitee shall be made within twenty (20)
     calendar days from the date of notice by Indemnitee pursuant to Section
     4(b) hereof. Indemnitee shall reasonably cooperate in the making of such
     determination, including providing upon reasonable advance request any
     documentation or information which is not privileged or otherwise protected
     from disclosure and which is reasonably available to Indemnitee and
     reasonably necessary to such determination. For the avoidance of doubt, any
     costs or expenses (including attorneys' fees and disbursements) incurred by
     Indemnitee in so cooperating with the Person making such determination
     shall be included as Expenses for the purposes of this Agreement. Nothing
     in this Section 4(c) shall be construed to limit or modify the presumptions
     in favor of Indemnitee set forth in Section 3(b).

          (d) Notice to Insurers. If, at the time of the receipt of any notice
     of any Proceeding pursuant to Section 4(b) hereof, the Company has
     directors' and officers' liability insurance in effect, then the Company
     shall give prompt notice of the commencement of such Proceeding to the
     directors' and officers' liability insurers in accordance with the
     procedures set forth in the respective policies. The Company shall
     thereafter take all necessary or appropriate action to cause such insurers
     to pay, on behalf of Indemnitee, all amounts payable as a result of such
     Proceeding in accordance with the terms of such policies. The failure or
     refusal of such insurers to pay any such amount shall not affect or impair
     the obligations of the Company under this Agreement.

          (e) Control of Defense; Counsel Costs; Settlement. In connection with
     paying the Expenses of any Proceeding against Indemnitee under Section
     4(a), the Company shall be entitled to elect to assume the defense of such
     Proceeding, with counsel approved by Indemnitee, which approval shall not
     be unreasonably withheld, by the delivery to Indemnitee of written notice
     of its election to do so. After delivery of such notice, approval of such
     counsel by Indemnitee and the retention of such counsel by the Company, the
     Company shall not be liable to Indemnitee under this Agreement for any fees
     of separate counsel subsequently incurred by Indemnitee with respect to the
     same Proceeding; provided, that (i) Indemnitee shall have the right to
     employ counsel in any such Proceeding at Indemnitee's expense; and
     provided, further (ii) if (A) the employment of counsel by Indemnitee has
     been authorized by the Company, (B) Indemnitee shall have reasonably
     concluded that there is an actual conflict of interest between the Company
     and Indemnitee in the conduct of any such defense, or (C) the Company shall
     not have employed counsel to assume the defense of such Proceeding, then in
     any such event the fees and expenses of Indemnitee's counsel shall be at
     the expense of the Company. The Company shall not be entitled to assume the
     defense of any Proceeding brought in the name of or on behalf of the
     Company or as to which Indemnitee shall have made the conclusion provided
     for in (B) above. Notwithstanding the foregoing, if at any time the Company
     fails to pay any Expenses with respect to any Proceeding in accordance with
     Section 4(a) hereof, Indemnitee shall immediately be entitled to assume and
     control his own defense in such Proceeding with counsel of his own choice
     (by notice to the Company), and will have all rights to indemnification of
     those counsel Expenses hereunder. The Company shall not settle any action
     or claim in


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     any manner that would impose any limitation or unindemnified penalty on
     Indemnitee without Indemnitee's written consent, which consent shall not be
     unreasonably withheld.

     SECTION 5. Remedies of Indemnitee.

          (a) In the event that (i) a determination is made pursuant to Section
     4(c) of this Agreement that Indemnitee is not entitled to indemnification
     under this Agreement, (ii) advancement of Expenses is not timely made
     pursuant to Section 4(a) hereof, (iii) no determination of entitlement to
     indemnification shall have been made pursuant to Section 4(c) hereof within
     twenty (20) calendar days after receipt by the Company of notice pursuant
     to Section 4(b) hereof, or (iv) payment of indemnification is not made
     pursuant to the third last sentence of Section 4(c) hereof within twenty
     (20) calendar days after the date of notice by Indemnitee pursuant to
     Section 4(b) hereof, Indemnitee shall be entitled to an adjudication by the
     Delaware Court of Chancery or other court of competent jurisdiction of his
     entitlement to such indemnification, advancement of Expenses, or to recover
     damages for breach of this Agreement. The Company shall not oppose
     Indemnitee's right to seek any such adjudication.

          (b) In the event that a determination shall have been made pursuant to
     Section 4(c) of this Agreement that Indemnitee is not entitled to
     indemnification, any judicial proceeding commenced pursuant to this Section
     5 shall be conducted in all respects as a de novo trial and Indemnitee
     shall not be prejudiced by reason of that adverse determination. In any
     judicial proceeding commenced pursuant to this Section 5 the Company shall
     have the burdens of coming forward with evidence and of persuasion to prove
     that Indemnitee is not entitled to indemnification or advancement of
     Expenses, as the case may be, and the Company may not refer to or introduce
     into evidence any determination pursuant to Section 4(c) of this Agreement
     adverse to Indemnitee for any purpose. If a determination shall have been
     made pursuant to Section 4(c) hereof that Indemnitee is entitled to
     indemnification, the Company shall be bound by such determination in any
     judicial proceeding commenced pursuant to this Section 5, absent (i) a
     misstatement by Indemnitee of a material fact, or an omission of a material
     fact necessary to make Indemnitee's statement not materially misleading, in
     connection with the request for indemnification, or (ii) a prohibition of
     such indemnification under applicable law.

          (c) In the event that Indemnitee, pursuant to this Section 5, seeks a
     judicial adjudication to enforce his rights under, or to recover damages
     for breach of, this Agreement, Indemnitee shall be entitled to recover from
     the Company, and shall be indemnified by the Company against, any and all
     Expenses actually and reasonably incurred by him in such judicial
     adjudication. If it shall be determined in said judicial adjudication that
     Indemnitee is entitled to receive part but not all of the indemnification
     or advancement of Expenses sought, the Indemnitee shall be entitled to
     recover from the Company, and shall be indemnified by the Company against,
     any and all Expenses reasonably incurred by Indemnitee in connection with
     such judicial adjudication.


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          (d) The Company shall be precluded from asserting in any judicial
     proceeding commenced pursuant to this Section 5 that the procedures and
     presumptions of this Agreement are not valid, binding and enforceable and
     shall stipulate in any such court that the Company is bound by all the
     provisions of this Agreement.

     SECTION 6. Nonexclusivity. The indemnification provided by this Agreement
shall be in addition to any rights to which Indemnitee may be entitled under the
Company's Certificate of Incorporation, the Company's Bylaws, any agreement, any
vote of shareholders or disinterested directors, the General Corporation Law of
the State of Delaware (the "DGCL") or otherwise, both as to action in
Indemnitee's official capacity and as to action in another capacity while
holding such office.

     SECTION 7. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses or Liabilities actually or reasonably incurred by
Indemnitee in investigation, defense, appeal or settlement of any Proceeding,
but not, however, for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such Expenses and Liabilities to which
Indemnitee is entitled.

     SECTION 8. Mutual Acknowledgment. Both the Company and Indemnitee
acknowledge that in certain instances, U.S. Federal law or applicable public
policy may prohibit the Company from advancing expenses or indemnifying its
directors under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company may be required in the future to undertake with
the Securities and Exchange Commission to submit the question of indemnification
to a court in certain circumstances for a determination of the Company's right
under public policy to indemnify Indemnitee. Any action taken pursuant to the
terms of this Section 8 shall not constitute a breach of this Agreement.

     SECTION 9. Directors' and Officers' Liability Insurance. The Company shall
use its best efforts to obtain and maintain on an ongoing basis a policy or
policies of insurance on commercially reasonable terms with reputable insurance
companies providing liability insurance for Fiduciaries, including Indemnitee,
in respect of acts or omissions occurring while serving in such capacity, and to
ensure the Company's performance of its indemnification obligations under this
Agreement, on terms with respect to coverage and amount (including with respect
to the payment of Expenses) no less favorable than those of such policy or
policies of insurance in effect on the date hereof. To the extent that the
Company maintains a policy or policies of insurance pursuant to this Section 9,
Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any Fiduciary
under such policy or policies.

     SECTION 10. Severability. If this Agreement or any portion hereof shall be
invalidated or ruled to be unenforceable on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the
full extent permitted by applicable law and the court is expressly requested and
authorized to construe this Agreement in order, as closely as possible, to
provide the benefits to Indemnitee intended by this Agreement.


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     SECTION 11. Duration of Agreement. The indemnification provided under this
Agreement shall continue as to the Indemnitee for any action taken or not taken
while serving as a Fiduciary even though Indemnitee may have ceased to serve in
such capacity at the time of any action or other covered proceeding.

     SECTION 12. Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee as follows:

          (a) Excluded Acts. No indemnification shall be made for any acts or
     omissions or transactions, if and to the extent that it shall be determined
     by a final judgment or other final adjudication, not subject to further
     appeal or review, that a director may not be relieved of liability arising
     from any such acts or omissions or transactions under the DGCL.

          (b) Indemnitee Liable to Company. No indemnification shall be made in
     respect of any Proceeding, claim, issue or matter as to which it shall have
     been determined by a final judgment or other final adjudication, not
     subject to further appeal or review, that Indemnitee is liable to the
     Company unless and only to the extent that such final judgment or other
     final adjudication shall determine that, despite the adjudication of
     liability but in view of all of the circumstances of the case, Indemnitee
     is fairly and reasonably entitled to indemnity for such Expenses as the
     court deems proper and then only to the extent that the court shall
     determine.

          (c) Claims Initiated by Indemnitee. No indemnification or advance of
     Expenses to Indemnitee shall be made with respect to Proceedings or claims
     initiated or brought voluntarily by Indemnitee and not by way of defense,
     except with respect to such Proceedings brought to establish or enforce a
     right to indemnification or advancement of Expenses under this Agreement or
     any other statute or applicable law or otherwise as required under Section
     145(c) of the DGCL or any other provision of the Certificate of
     Incorporation or Bylaws of the Company, unless (i) the Board of Directors
     has approved the initiation or bringing of such Proceeding (or any part of
     any Proceeding) or (ii) the Company provides the indemnification, in its
     sole discretion, pursuant to the powers vested in the Company under
     applicable law.

          (d) Lack of Good Faith. No indemnification shall be made to indemnify
     Indemnitee for any Expenses or Liabilities incurred by Indemnitee with
     respect to any Proceedings instituted by Indemnitee to enforce or interpret
     this Agreement, if it shall be determined by a final judgment or other
     final adjudication, not subject to further appeal or review, that each of
     the material assertions made by Indemnitee in such proceeding was not made
     in good faith or was frivolous;

          (e) Insured Claims. No indemnification shall be made to indemnify
     Indemnitee for Expenses or Liabilities of any type whatsoever if, but only
     to the extent that, Indemnitee shall have actually received payment with
     respect to any such Expenses or Liabilities from an insurer under any
     policy of directors' and officers' liability


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     insurance maintained by the Company, and any such payment shall not be
     recovered (in whole or in part) from Indemnitee by such insurer;

          (f) Claims under Section 16(b). No indemnification shall be made under
     this Agreement for Expenses, Liabilities and the payment of profits arising
     from the purchase and sale by Indemnitee of securities in violation of
     Section 16(b) of the Exchange Act or any similar state or local law with
     respect to the disgorgement of "short swing" profits; or

          (g) Unauthorized Settlements. No indemnification shall be made under
     this Agreement for any amounts paid in settlement of any Proceedings
     covered hereby without the prior consent of the Company to such settlement,
     which consent shall not be unreasonably withheld;

provided, that nothing in this Section 12 shall be construed to limit or modify
the presumptions in favor of Indemnitee set forth in Section 3(b).

     SECTION 13. Effectiveness of Agreement. The indemnification permitted under
the terms of certain provisions of this Agreement shall be effective as of the
date of approval of this Agreement by the U.S. Bankruptcy Court overseeing the
Company's case under chapter 11 of title 11 of the U.S. Code (the "Bankruptcy
Court"), in an order stating that no further approval by the Bankruptcy Court
shall be required before the Company makes any payment to Indemnitee hereunder,
and shall apply to acts or omissions of Indemnitee which occurred prior to such
date if Indemnitee was a Fiduciary at the time such act or omission occurred.

     SECTION 14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, and all of which shall
constitute one and the same agreement.

     SECTION 15. Successors and Assigns.

          (a) This Agreement shall be binding upon and inure to the benefit of
     and be enforceable by the parties hereto and their respective successors,
     assigns, including any direct or indirect successor by purchase, merger,
     consolidation or otherwise to all or substantially all of the business
     and/or assets of the Company, spouses, heirs, and executors,
     administrators, personal and legal representatives. The Company shall
     require and cause any successor (whether direct or indirect by purchase,
     merger, consolidation or otherwise) to all or substantially all, or a
     substantial part of the business or assets of the Company, by written
     agreement in the form and substance satisfactory to Indemnitee, expressly
     to assume and agree to perform this Agreement in the manner and to the same
     extent that the Company would be required to perform if no such succession
     had taken place.

          (b) The indemnification and advancement of Expenses provided by, or
     granted pursuant to this Agreement shall continue as to a person who has
     ceased to be a


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     Fiduciary. If the Indemnitee is deceased and is entitled to indemnification
     under any provision of this Agreement, when requested in writing by the
     spouse of the Indemnitee, and/or the Indemnitee's heirs, executors,
     administrators, legatees or assigns, the Company shall provide appropriate
     evidence of the Company's agreement set out herein to indemnify the
     Indemnitee against and to itself assume such Expenses.

     SECTION 16. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. The observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term only by a writing
signed by the party against which such waiver is to be asserted. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.

     SECTION 17. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand or by courier and receipted for by the part addressee, on the
date of such receipt, (ii) if mailed by domestic certified or registered mail
with postage prepaid, on the third business day after the date postmarked or
(iii) if sent by facsimile transmission and fax confirmation is received, on the
next business day following the date on which such facsimile transmission was
sent. Addresses for notice to either party are as shown on the signature page of
this Agreement, or as subsequently modified by written notice.

     SECTION 18. Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall, at the Company's expense, execute all
documents required and do all acts that may be necessary to secure such rights
and to enable the Company effectively to bring suit to enforce such rights.

     SECTION 19. Evidence of Coverage. Upon request by Indemnitee, the Company
shall provide copies of any and all directors' and officers' liability insurance
policies obtained and maintained in accordance with Section 9 of this Agreement.
The Company shall promptly notify Indemnitee of any changes in the Company's
directors' and officers' liability insurance coverage.

     SECTION 20. Governing Law. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware without application of the conflict of laws principles
thereof.

     SECTION 21. Consent to Jurisdiction. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction and venue of the Bankruptcy Court and
the courts of the State of New York for all purposes in connection with any
action or proceeding which arises out of or relates to this Agreement.


                                      -11-

<PAGE>


     SECTION 22. Entire Agreement. This Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto with respect
to the matters covered hereby, and any other prior or contemporaneous oral or
written understandings or agreements with respect to the matters covered hereby
are superseded by this Agreement.


                                      -12-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above-written.

                                        ADELPHIA COMMUNICATIONS CORPORATION
                                        One North Main Street
                                        Coudersport, PA  16915

                                        By:
                                            ------------------------------


                                        With a copy to:

                                        Boies, Schiller & Flexner, LLP
                                        80 Business Park Drive
                                        Suite 110
                                        Armonk, New York 10504-1710
                                        Attn:   Christopher Boies
                                        Facsimile:  (914) 273-1534

                                        and

                                        Willkie Farr & Gallagher
                                        787 Seventh Avenue
                                        New York, NY  10019-6099
                                        Attn:   Maurice Lefkort
                                        Facsimile:  (212) 728-8111


AGREED TO AND ACCEPTED:                 INDEMNITEE:


                                        -------------------------
                                        Rodney Cornelius


                                      -13-

<PAGE>


                                        P.O. Box 752 Lake George,
                                        New York 12845 Facsimile:
                                        (518) 688-4664

                                        With a copy to:

                                        Dow, Lohnes & Albertson, PLLC
                                        Attorneys at Law
                                        1200 New Hampshire Avenue, N.W.
                                        Suite 800
                                        Washington, D.C. 20036-6802
                                        Attention: Leonard Baxt
                                        Fax:  (202) 776-2222


                                      -14-