AMENDED AND RESTATED ADELPHIA COMMUNICATIONS CORPORATION SALE BONUS PROGRAM

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EXHIBIT 10.02.2

AMENDED AND RESTATED
ADELPHIA COMMUNICATIONS CORPORATION
SALE BONUS PROGRAM

1.

APPLICABILITY

        The Amended and Restated Adelphia Communications Corporation Sale Bonus Program (the "Program") applies to those eligible employees of Adelphia Communications Corporation (the "Company") and those of its affiliates that are debtors and debtors in possession under chapter 11 of title 11 of the United States Code whose cases (collectively, the "Chapter 11 Case") are jointly administered under case number 02-41729 (REG) (each, a "Debtor", and collectively, the "Debtors" or "Adelphia"), and who are selected to participate in accordance with Section 3 of this Program.

2.

PURPOSE AND EFFECTIVE DATE

        (a)   The purpose of this Program is to encourage "Participants" (as defined in Section 3) to continue their employment with the Debtors (or a successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) during the period of and following the Chapter 11 Case by establishing a program governing the circumstances under which a Participant will be eligible to receive a bonus (a "Sale Bonus") payable in connection with a "Change in Control" (as defined below).

        (b)   The Program was adopted and effective as of September 21, 2004 (the "Effective Date"), in accordance with an order issued by the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), such court having jurisdiction over the Chapter 11 Case. This Program is amended and restated effective as of November 3, 2005.

3.

ELIGIBILITY AND AMOUNT OF BONUS

        Those employees of the Debtors who have received written notice from the "Program Administrator" (as defined below) that they have been selected for coverage under the Program shall be eligible to participate in the Program (each a "Participant"). Such notice shall set forth the amount of each Participant's Sale Bonus and shall be distributed as soon as practicable following the Effective Date. The date of such notice shall be referred to as the "Participation Date."

4.

PAYMENT OF BONUS

        Subject to Section 5 below, unless otherwise agreed between the Company and a Participant, if a Participant is eligible to receive a Sale Bonus, such amount shall be payable as follows:

        (a)   with respect to fifty percent (50%) of the Sale Bonus, in one lump sum payment, within ten (10) business days following the effective date of a Change in Control (the "First Sale Bonus Payment Date"); provided , the Participant is employed by a Debtor (or such Debtor's successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) on the First Sale Bonus Payment Date; and,

        (b)   with respect to fifty percent (50%) of the Sale Bonus, in one lump sum payment, within ten (10) business days following the six month anniversary of the effective date of the Change in Control (the "Second Sale Bonus Payment Date"); provided , the Participant is employed by a Debtor (or such Debtor's successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) on the Second Sale Bonus Payment Date.

        (c)   Notwithstanding anything herein to the contrary, on and following the effective date of a Change in Control, the Post-Emergence Companies (and their respective successors and assigns) shall be deemed to be successors of the Debtor for purposes of the Program.

5.

TERMINATION OF EMPLOYMENT

        (a)   Notwithstanding anything contained herein to the contrary, in the event a Participant's employment is terminated (i) as a result of death or disability (as defined in the Company's long-term disability plan), (ii) by a Debtor (or such Debtor's successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) without Cause, or (iii) following a Change in Control, by the Participant for Good Reason, in each case, prior to payment of the Sale Bonus, the following provisions shall apply:

        (i)    If such termination occurs prior to the First Sale Bonus Payment Date, such Participant shall be entitled to receive the unpaid portion of his/her entire Sale Bonus amount, if and to the extent that the Chief Executive Officer of the Company (the "CEO"), in his sole discretion, determines such Participant shall receive such amounts. The first fifty percent (50%) of the Sale Bonus shall be paid on the First Sale Bonus Payment Date and the second fifty percent (50%) of the Sale Bonus shall be paid on the Second Sale Bonus Payment Date.

        (ii)   If such termination occurs on, or following, the First Sale Bonus Payment Date, but prior to the Second Sale Bonus Payment Date, such Participant shall be entitled to receive any unpaid amounts of his/her entire Sale Bonus on the Second Sale Bonus Payment Date; provided , however , that this subsection 5(a)(ii)  shall not apply to any Participant who receives a 'comparable' offer of employment in connection with the transactions contemplated by the Plan of Reorganization. If a Participant who receives a 'comparable' offer of employment in connection with the transactions contemplated by the Plan of Reorganization, including, without limitation, an offer from the Post-Emergence Companies, accepts such offer, such Participant shall continue to participate in this Program in accordance with Section 4 herein. Notwithstanding anything herein to the contrary, in the event that a Participant who accepts a 'comparable' offer of employment in connection with the transactions contemplated by the Plan of Reorganization is later terminated by the Debtors (or such Debtors' successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) from which he/she accepted such offer of employment, for any reason set forth in Section 5(a) herein, such Participant shall be entitled to receive any unpaid amounts of his/her entire Sale Bonus on the Second Sale Bonus Payment Date. For purposes of clarity, for all payments made pursuant to this Section 5(a)(ii), the first fifty percent (50%) of the Sale Bonus shall be paid on the First Sale Bonus Payment Date, and the second fifty percent (50%) of the Sale Bonus shall be paid on the Second Sale Bonus Payment Date.

        (b)   In the event a Participant (i) voluntarily terminates employment with a Debtor, (ii) rejects a 'comparable' offer of employment in connection with the transactions contemplated by the Plan of Reorganization, including, without limitation, an offer from the Post-Emergence Companies, or (iii) is terminated for any reason other than the reasons set forth in Section 5(a) above, prior to any payment date, such Participant shall be ineligible to receive the then unpaid portion of his/her Sale Bonus or any other benefit under this Program.

        (c)   Notwithstanding anything contained herein to the contrary, a Participant may be required to execute an agreement releasing any and all claims the Participant may have against, among others, the Debtors or their current or former shareholders, officers, employees or directors, each of the foregoing in their capacity as such, (the "Release") and any applicable revocation period set forth in the Release must have expired, before he/she will receive payment of his/her Sale Bonus.

        (d)   Notwithstanding anything contained herein to the contrary, the obligation of the Debtors to a Participant to make any