EXHIBIT 10.5

                       [TEMPLATE - DEFERRED COMPENSATION]

[Full Name of Employee]

[Address]

[Date]

Dear [First Name]:

         Pursuant to the Long-Term  Incentive  Plan (the "Plan") of  Cablevision
Systems  Corporation  (the  "Company"),  on ___________ you were selected by the
Compensation  Committee  of the Board of Directors  (as more fully  described in
Section 15, the  "Committee") to receive a cash award in the initial base amount
of _____________  Dollars  ($________) (such amount as increased or decreased in
the  manner   hereinafter   provided,   the  "Award  Amount")  effective  as  of
____________ (the "Effective Date").

         Capitalized  terms  used,  but not  defined,  in this  agreement  (this
"Agreement")  have the meanings  given to them in the Plan.  Your receipt of the
Award Amount is subject to the terms and conditions set forth below:

1. Annual Award Amount Increases. The Award Amount shall be increased on each of
the first ______ (__) anniversary dates of the Effective Date by an amount equal
to the lesser of: (i)  _______  percent  (___%) of your annual base salary as in
effect on the  applicable  anniversary  date, and (ii)  _______________  Dollars
($________),  provided,  that you have remained in the continuous  employ of the
Company or one of its Affiliates through such anniversary dates.(1)

2. Interest. The Award Amount shall earn interest ("Award Interest") at the rate
of ____ percent  (____%) per annum for the period  commencing with the Effective
Date and ending on ___________.  For each subsequent  twelve  (12)-month  period
included  within the period ending on  ___________,  the Award Amount shall earn
Award  Interest at the average of the one-year LIBOR  fixed-rate  equivalent for
the  ten  (10)  business  days  immediately   preceding  the  first  day  (i.e.,
__________) of such twelve (12)-month period.

         Award Interest shall be added to the Award Amount on a quarterly  basis
commencing  on  _________  and  continuing  on the first day of each  subsequent
quarterly period through and including  ___________ (the "Last Payment Date" and
such first days,  the "Interest  Payment  Dates").  The amount of Award Interest
added to the Award Amount on each  Interest  Payment Date shall be calculated by
reference to the Award Amount  (including  prior Award Interest)  outstanding on
the day immediately preceding such Interest Payment Date.

3.  Award  Payment on ___ and ___  Anniversaries.  If you have  remained  in the
continuous  employ of the Company or one of its  Affiliates  from the  Effective
Date  through  the  _____  (___)  anniversary  thereof,  then you will  receive,
promptly  following  such  anniversary,  a cash payment (the "_____  Anniversary
Payment") equal to ______ percent (___%) of the Award Amount  outstanding on the
____  (___)  anniversary  of the  Effective  Date  after  giving  effect  to the

(1) [As of the date of this grant, your Award Amount is equal to ____________.]

<PAGE>

increases  required  to be made to the  Award  Amount on such  anniversary  date
pursuant  to  Sections  1 and 2  above.  Upon  payment  to  you  of  the  ______
Anniversary Payment, the outstanding Award Amount shall be reduced by the amount
of such payment. If you have remained in the continuous employ of the Company or
one of its  Affiliates  from the  Effective  Date through the Last Payment Date,
then you will receive, promptly following such Last Payment Date, a cash payment
equal to the balance of the Award  Amount  outstanding  on the Last Payment Date
after giving effect to the increases  required to be made to the Award Amount on
such anniversary date pursuant to Sections 1 and 2 above.

4. Termination for Cause and Certain Other Employment  Termination  Events Prior
to _____________.  If (i) your employment is terminated by the Company or one of
its  Affiliates  for  Cause  (as  defined  below) at any time or (ii) you do not
remain  continuously  employed with the Company or one of its Affiliates,  other
than by reason of your death or Disability (as defined below) from the Effective
Date  through the ______  (___)  anniversary  of the  Effective  Date,  you will
automatically forfeit all of your rights and interest in the Award Amount.

         For purposes of this  Agreement,  "Cause"  means,  as determined by the
Committee,   your   (i)   commission   of  an   act  of   fraud,   embezzlement,
misappropriation,  willful  misconduct,  gross negligence or breach of fiduciary
duty against the Company or an Affiliate thereof,  or (ii) commission of any act
or omission  that  results in a  conviction,  plea of no  contest,  plea of nolo
contendere,  or imposition of  unadjudicated  probation for any crime  involving
moral turpitude or any felony.

         For  purposes of this  Agreement,  "Disability"  shall have the meaning
specified in Section 409A(a)(2)(C) of the Internal Revenue Code, as amended (the
"IRC").

5.       Certain Employment Termination Events On or After ___________.

         a.  If your  employment  with  the  Company  and any of its  Affiliates
terminates  at any time during the period from and  including  the _______ (___)
anniversary through and including the _______ (___) anniversary of the Effective
Date for any reason  other than as a result of a  termination  by the Company or
one of its Affiliates  for Cause or by reason of your death or Disability,  then
you will receive,  promptly  following the effective date of your termination of
employment,  a cash payment equal to the product obtained by multiplying the (i)
Applicable  Ratio (as  defined  in  Section  5(c)  below) by (ii)  Award  Amount
outstanding on the effective date of your termination.

         b.  If your  employment  with  the  Company  and any of its  Affiliates
terminates at any time after the _______ (___) anniversary of the Effective Date
for any reason other than as a result of a termination of your employment by the
Company  or one of its  Affiliates  for  Cause  or by  reason  of your  death or
Disability, then you will receive, promptly following the effective date of your
termination of employment,  a cash payment (the "Subject Payment") calculated by
first  adding the (i) Award Amount  outstanding  on the  effective  date of your
termination  of  employment  and  (ii)  _______  Anniversary  Payment  that  you
received.  The sum obtained pursuant to the immediately preceding sentence shall
then be multiplied by the Applicable Ratio on such date. The _______ Anniversary
Payment  shall then be  subtracted  from the  product  obtained  pursuant to the
immediately  preceding sentence to obtain the amount of the Subject

                                      -2-

<PAGE>

Payment.  For purposes of illustration,  the foregoing procedure for calculating
the amount of the Subject Payment can be expressed formulaically as follows:

Subject  Payment  =  [Applicable  Ratio x (Award  Amount  +  ______  Anniversary
Amount)] - _____ Anniversary Amount.

         c. For purposes of this  Agreement,  "Applicable  Ratio" means ________
(_/_) if the  effective  date of the  termination  of your  employment  with the
Company or any of its Affiliate is __________,  which fraction shall  thereafter
increase by __________ (__) on the first day of each  subsequent  calendar month
(through  and  including  the  Last  Payment  Date)  that  you  remained  in the
continuous employ of the Company or one of its Affiliates  through the effective
date of the termination of your employment.

         d. Your receipt of any amount payable to you under this Section 5 shall
be subject to your execution and the effectiveness of a separation  agreement to
the Company's  satisfaction (which agreement shall include,  without limitation,
non-disparagement,  non-solicitation,  confidentiality  and further  cooperation
obligations/restrictions  on you,  as well as a  general  release  by you of the
Company and its Affiliates).

6.  Disability or Death.  If at any time your employment with the Company or one
of its Affiliates is terminated as a result of your Disability or death then you
or your estate, as the case may be, will receive, promptly following the date of
such termination, the Award Amount then outstanding on such date.

7. Change in Control Event.

         a.   Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  if at any time a Change in Control (as defined below) of the Company
occurs and  immediately  prior to the Change in Control you are  employed by the
Company or one of its  Affiliates,  you shall be  entitled  to the Award  Amount
outstanding  on the  date  of the  Change  in  Control  (the  "CIC  Amount")  in
accordance with Section 7(b) below.

         b. If the actual Change in Control event:

                           i      is  a  permissible  distribution  event  under
Section 409A of the IRC or payment of the CIC Amount promptly upon such event is
otherwise  permissible  under  Section  409A  of the  IRC  (including,  for  the
avoidance of doubt, by reason of the  inapplicability of Section 409A of the IRC
to the CIC Amount), then the CIC Amount outstanding on the date of the Change in
Control  shall be paid to you by the Company  promptly  following  the Change in
Control; or

                           ii    is not a permissible  distribution  event under
Section 409A of the IRC and payment of the CIC Amount  promptly  upon such event
is not otherwise  permissible under Section 409A of the IRC, then the CIC Amount
or portion  thereof shall be paid to you by the Company  (together with interest
thereon pursuant to Section 7(c) below) on the earliest to occur of:

                                      -3-

<PAGE>

                           (1) any  subsequent  date on which  you are no longer
         employed by the Company or any of its  Affiliates  for any reason other
         than  termination  by one of such  entities  for  "Cause"  (subject  to
         Section 8 below if you are determined by the Company to be a "specified
         employee" within the meaning of Section 409A of the IRC);

                           (2) any other date on which  such  payment or portion
         thereof would be a permissible  distribution  under Section 409A of the
         IRC;

                           (3) if the Change in Control  occurred on or prior to
         the ______ (___) anniversary of the Effective Date, _____ percent (__%)
         of the CIC Amount shall be paid to you on such ______ (___) anniversary
         date, with the unpaid balance  (together with interest thereon pursuant
         to Section 7(c) below) paid on the Last Payment Date; or

                           (4) the Last Payment Date.

         c. Upon any Change in Control,  to the extent any amounts are due to be
paid to you at a later date  pursuant  to Section  7(b)(ii)  above,  the Company
shall  promptly  following  the Change in Control set aside such amount for your
benefit in a "rabbi trust" that satisfies the requirements of Revenue  Procedure
92-64,  and on a monthly basis shall deposit into such trust interest in arrears
(compounded  quarterly  at the rate  provided  below)  until  such  time as such
amount,  together  with all  accrued  interest  thereon,  is paid to you in full
pursuant  to Section  7(b)(ii)  above.  The initial  interest  rate shall be the
average of the one-year  LIBOR fixed rate  equivalent  for the ten business days
prior to the date of the Change in Control and shall  adjust  annually  based on
the average of such rate for the ten business days prior to each  anniversary of
the Change in Control.

         For  purposes  of  this  Agreement,   "Change  in  Control"  means  the
acquisition, in a transaction or a series of related transactions, by any person
or group,  other than  Charles F.  Dolan or members of the  immediate  family of
Charles F. Dolan or trusts for the benefit of Charles F. Dolan or his  immediate
family  (or an entity or  entities  controlled  by any of them) or any  employee
benefit plan sponsored or maintained by the Company,  of (i) the power to direct
the management of substantially  all the cable television  systems then owned by
the Company in the New York City  Metropolitan  Area (as defined  below) or (ii)
after any fiscal  year of the  Company in which all the  systems  referred to in
clause (i) above shall have contributed in the aggregate less than a majority of
the net revenues of the Company and its consolidated subsidiaries,  the power to
direct the  management  of the  Company or  substantially  all its  assets.  Net
revenues  shall be determined by the  independent  accountants of the Company in
accordance with generally accepted accounting  principles  consistently  applied
and certified by such accountants.

         For purposes of this Agreement, "New York City Metropolitan Area" means
all locations  within the following  counties:  (i) New York,  Richmond,  Kings,
Queens, Bronx, Nassau, Suffolk, Westchester, Rockland, Orange, Putnam, Sullivan,
Dutchess,  and Ulster in New York State; (ii) Hudson, Bergen,  Passaic,  Sussex,
Warren, Hunterdon,  Somerset, Union, Morris, Middlesex,  Mercer, Monmouth, Essex
and Ocean in New Jersey; (iii) Pike in Pennsylvania;  and (iv) Fairfield and New
Haven in Connecticut.

                                      -4-

<PAGE>

8.  Payment to  Specified  Employee.  Notwithstanding  anything to the  contrary
contained in this Agreement, if the Company determines that you are a "specified
employee"  within the meaning of Section 409A of the IRC, and that,  as a result
of such  determination,  the payment to you of any  portion of the Award  Amount
would be subject to additional taxation,  the Company will delay payment of such
amount until the earliest permissible date on which the Award Amount may be paid
without triggering such additional taxation.

9.  Relationship with Competitive  Entities.  In the event you shall voluntarily
terminate  your  employment  on or after the  ______  (___)  anniversary  of the
Effective Date such that you are no longer employed by the Company or one of its
Affiliates or your employment is terminated at any time by the Company or one of
its Affiliates for Cause,  you shall not become employed by, consult to, or have
any  interest,  directly  or  indirectly,  in any  Competitive  Entity  from the
effective  date of such  termination  of your  employment  through the  one-year
anniversary of your most recent  receipt or scheduled  receipt of any portion of
the Award Amount. If you shall  voluntarily  terminate your employment such that
you  are no  longer  employed  by the  Company  or  one of its  Affiliates,  and
subsequently  breach the  restriction  contained  in the  immediately  preceding
sentence,  you shall within ten (10) business  days thereof pay the Company,  as
liquidated damages and not as a penalty, an amount equal to (i) the Award Amount
paid to you plus (ii)  interest  at a rate  equal to the  lesser  of (a)  twelve
percent (12%) per annum or (b) the maximum interest rate permitted by applicable
law, compounded quarterly,  calculated from the date the Award Amount or portion
thereof was first paid until the date such payment to the Company is made.

         For purposes of this Agreement,  a "Competitive  Entity" shall mean (1)
any company that competes  (including,  without  limitation,  by means of direct
broadcast satellite or a fiber optic or other network) with any of the Company's
cable  television,  telephone  or on-line data  businesses  in the New York City
Metropolitan  Area or  that  competes  with  any of the  Company's  programming,
cinema, sports or entertainment businesses, nationally or regionally; or (2) any
trade or professional  association  representing any of the companies covered by
this Section 10, other than the National Cable  Television  Association  and any
state cable television association.  Ownership of not more than one percent (1%)
of the outstanding stock of any publicly-traded company shall not be a violation
of this Section 9.

         By  accepting  this  Agreement,  you  understand  that  the  terms  and
conditions  of this Section 9 may limit your  ability to earn a livelihood  in a
business similar to the business of the Company,  but nevertheless  hereby agree
that the restrictions and limitations  hereof are reasonable in scope,  area and
duration,  and that the consideration provided under the Plan and this Agreement
is  sufficient to justify the  restrictions  and  limitations  contained in this
Section 9. Accordingly, in consideration thereof and in light of your education,
skills and abilities,  by  participating  in the Plan, you hereby agree that you
will not  assert,  and it should not be  considered,  that such  provisions  are
either unreasonable in scope, area or duration, or will prevent you from earning
a living,  or otherwise are void,  voidable or unenforceable or should be voided
or held  unenforceable.  You  further  understand  and  hereby  agree  that  the
restrictions  and limitations  contained in this Section 9 are ancillary to, and
part of, the Plan and this  Agreement,  and are reasonably  necessary to protect
the good will and business interests of the Company.

                                      -5-

<PAGE>

         You hereby agree that a breach or threatened breach on your part of the
restrictions and limitations  contained in this Section 9 will cause such damage
to the Company as will be irreparable and for that reason you further agree that
the Company  shall be entitled  as a matter of right to an  injunction  or other
equitable  relief out of any court of competent  jurisdiction,  restraining  any
further  violation of this Section 9 by you.  The right to  injunction  or other
equitable  relief  shall be  cumulative  and in  addition  to any and all  other
remedies  the  Company  may have,  including,  specifically,  recovery  of money
damages and any other legal or equitable relief available.  You hereby waive any
requirement for security or the posting of any bond or other surety and proof of
damages in  connection  with any  temporary or permanent  award of injunctive or
other equitable relief.

10.  Termination.  Except for a right  which has accrued and vested to receive a
payment on account of the Award,  this Agreement shall  automatically  terminate
and be of no further force and effect on the Last Payment Date.  Notwithstanding
the foregoing, Section 9 shall survive the termination of this Agreement.

11. Transfer  Restrictions.  You may not transfer,  assign,  pledge or otherwise
encumber the Award Amount, other than to the extent provided in the Plan.

12. Unfunded  Obligation.  The Plan will at all times be unfunded and, except as
set forth in Section 7(c) of this  Agreement,  no provision  will at any time be
made  with  respect  to  segregating  any  assets of the  Company  or any of its
Affiliates  for  payment  of any  benefits  under the Plan,  including,  without
limitation,  those covered by this Agreement.  Your right or that of your estate
to receive payments under this Agreement shall be an unsecured claim against the
general assets of the Company, including any rabbi trust established pursuant to
Section  7(c).  Neither you nor your estate  shall have any rights in or against
any specific assets of the Company other than the assets held by the rabbi trust
established pursuant to Section 7(c).

13. Tax  Representations  and Tax Withholding.  You hereby  acknowledge that you
have  reviewed  with  your own tax  advisors  the  federal,  state and local tax
consequences of receiving the Award Amount.  You hereby represent to the Company
that you are  relying  solely  on such  advisors  and not on any  statements  or
representations  of the  Company,  its  Affiliates  or any of  their  respective
agents.  If, in  connection  with the Award  Amount,  the Company is required to
withhold  any  amounts  by  reason  of any  federal,  state or local  tax,  such
withholding shall be effected in accordance with Section 8 of the Plan.

14.  Right of Offset.  You hereby  agree that if the  Company  shall owe you any
amount (the "Company-Owed Amount") under this Agreement,  then the Company shall
have the right to offset against the Company-Owed  Amount, to the maximum extent
permitted by law, any amounts that you may owe to the Company or its  Affiliates
of whatever  nature.  You hereby further agree that if you shall owe the Company
any amount (the  "Participant-Owed  Amount") under Section 9 of this  Agreement,
then the Company shall have the right to offset the Participant-Owed  Amount, to
the maximum extent  permitted by law,  against any amount you may be entitled to
receive  from the Company or its  Affiliates  under this  Agreement or otherwise
(including,  without limitation,  any wages, vacation pay, or other compensation
or benefit under any benefit plan or other compensatory arrangement).

                                      -6-

<PAGE>

15. The Committee.  For purposes of this Agreement,  the term "Committee"  means
the  Compensation  Committee  of the Board of  Directors  of the  Company or any
replacement committee established under, and as more fully defined in, the Plan.

16. Committee Discretion.  The Committee has full discretion with respect to any
actions  to be  taken  or  determinations  to be made in  connection  with  this
Agreement, and its determinations shall be final, binding and conclusive.

17. Amendment.  The Committee  reserves the right at any time to amend the terms
and conditions set forth in this Agreement,  except that no such amendment shall
materially  adversely  affect your economic rights under this Agreement  without
your consent.  Any amendment of this Agreement shall be in writing and signed by
an authorized  member of the Committee or a person or persons  designated by the
Committee.

18. Award Amount Subject to the Plan. The Award Amount is subject to the Plan.

19. Entire  Agreement.  Except for any employment  agreement between you and the
Company or any of its  Affiliates  in effect as of the date of the grant  hereof
(as such  employment  agreement may be modified or renewed),  this Agreement and
the Plan  constitute  the  entire  understanding  and  agreement  of you and the
Company with respect to the Award Amount  covered hereby and supersede all prior
understandings  and  agreements.  In the event of a conflict among the documents
with respect to the terms and conditions of the Award Amount covered hereby, the
documents  will be accorded  the  following  order of  authority:  the terms and
conditions  of the Plan will have  highest  authority  followed by the terms and
conditions of your employment  agreement followed by the terms and conditions of
this Agreement.

20. Successors and Assigns.  The terms and conditions of this Agreement shall be
binding upon,  and shall inure to the benefit of, the Company and its successors
and assigns.

21.  Governing Law. This Agreement shall be deemed to be made under,  and in all
respects be interpreted,  construed and governed by and in accordance  with, the
laws of the State of New York.

22.  Jurisdiction and Venue.  You irrevocably  submit to the jurisdiction of the
courts of the State of New York and the  Federal  courts  of the  United  States
located in the Southern  District and Eastern  District of the State of New York
in respect of the  interpretation  and  enforcement  of the  provisions  of this
Agreement and the Plan, and hereby waive, and agree not to assert,  as a defense
that  you  are  not  subject  thereto  or  that  the  venue  thereof  may not be
appropriate. You agree that the mailing of process or other papers in connection
with any action or proceeding in any manner  permitted by law shall be valid and
sufficient service.

23.  Waiver.  No waiver by the  Company  at any time of any breach by you of, or
compliance  with,  any term or  condition  of this  Agreement  or the Plan to be
performed  by you  shall be  deemed a waiver of the  same,  any  similar  or any
dissimilar term or condition at the same or at any prior or subsequent time.

24. Severability. The provisions of this Agreement shall be deemed severable and
the  invalidity or  unenforceability  of any term or condition  hereof shall not
affect the  validity or  enforceability  of the other terms and  conditions  set
forth herein.

25. Exclusion from  Compensation  Calculation.  By acceptance of this Agreement,
you shall be considered  in agreement  that the Award Amount shall be considered
special incentive

                                      -7-

<PAGE>

compensation  and will be exempt  from  inclusion  as  "wages"  or  "salary"  in
pension,  retirement, life insurance and other employee benefits arrangements of
the Company and its Affiliates,  except as determined  otherwise by the Company.
In addition,  each of your beneficiaries shall be deemed to be in agreement that
the Award  Amount  shall be exempt from  inclusion  in "wages" or  "salary"  for
purposes of calculating benefits of any life insurance coverage sponsored by the
Company or any of its Affiliates.

26. No Right to Continued Employment. Nothing contained in this Agreement or the
Plan shall be  construed to confer on you any right to continue in the employ of
the Company or any  Affiliate,  or derogate from the right of the Company or any
Affiliate,  as applicable,  to retire,  request the resignation of, or discharge
you, at any time, with or without cause.

27.  Headings.  The headings in this  Agreement are for purposes of  convenience
only and are not intended to define or limit the  construction  of the terms and
conditions of this Agreement.

28.  Effective  Date.  Upon execution by you, this Agreement  shall be effective
from and as of the Effective Date.

29. Signatures. Execution of this Agreement by the Company may be in the form of
an electronic or similar  signature,  and such signature  shall be treated as an
original signature for all purposes.

                                              CABLEVISION SYSTEMS CORPORATION


                                              By:
                                                   -----------------------------
                                                   Name:
                                                   Title:



         By your signature, you (i) acknowledge that a complete copy of the Plan
and an executed  original of this  Agreement have been made available to you and
(ii)  agree to all of the  terms and  conditions  set forth in the Plan and this
Agreement.



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Name:






                                      -8-