ADELPHIA COMMUNICATIONS CORP
LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>15
<FILENAME>a1055802.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>


                                                                   Exhibit 10.11
                                                                   -------------




May 21, 2002

Mr. Leslie J. Gerber
Chairman of the Special Committee of the Board of Directors

Mr. Erland E. Kailborne
Chairman of the Board and Interim Chief Executive Officer

Adelphia Communications Corporation
One North Main Street
Coudersport, PA  16915-1141

Gentlemen:

This letter confirms the engagement of Conway, Del Genio, Gries & Co., LLC
("CDG") by Adelphia Communications Corporation ("Adelphia" or the "Company") on
behalf of the Company to perform restructuring services with respect to Adelphia
and its wholly owned subsidiaries and certain other affiliates.

Objectives, Scope and Approach
------------------------------

Our objective will be to assist and advise the Company and the Special Committee
with respect to managing the process leading to a possible refinancing,
restructuring or modification of any or all of Adelphia's existing debt, other
obligations or equity securities (the "Restructuring"). In that regard, Ronald
F. Stengel, a Senior Managing Director of CDG, may become Chief Restructuring
Officer of the Company at such time as Mr. Stengel and Mr. Kailborne agree,
while remaining a full-time employee of CDG. Initially, CDG, including Mr.
Stengel, shall serve in an advisory capacity. The scope of our engagement
includes:

          (i)  assistance in managing the Company's resources in support of the
               Company's restructuring and reorganization activities;

          (ii) assistance in the preparation of an operating plan, cash flow
               forecasts, and business plans including presentations of such
               plans and forecasts to the Special Committee and the Company's
               lenders;

          (iii) assistance in the development and execution of plans to dispose
               of non-core assets;


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                                                                    May 21, 2002



          (iv) assistance in the development and execution of the Company's
               overhead reduction plans;

          (v)  assistance in the preparation of reports, and communications with
               the Company's lenders and other constituencies;

          (vi) assistance in the development, negotiation and execution of a
               restructuring of the Company's existing obligations including
               negotiations for the further extension of credit from existing
               sources and negotiations with new sources of financing.

During the course of this engagement, CDG shall report to the Board of Directors
or, as appropriate, its Special Committee and have direct access to the Board
and Special Committee and shall, with the Company's senior management, develop
proposals for the Board's and, as appropriate, the Special Committee's
consideration to address the Company's financial and operating performance.
Notwithstanding anything contained in this agreement to the contrary, CDG makes
no representations or warranties about the Company's ability to (i) successfully
improve its operations, (ii) maintain sufficient liquidity to operate its
business, or (iii) successfully complete a restructuring.

Staffing
--------

Our services will be led by Ronald F. Stengel, a Senior Managing Director of
CDG. Ron will be assisted by Brian J. Fox, a Managing Director. Two additional
personnel who are Vice Presidents of CDG, will be assigned to the engagement.

Other staff will be provided as required. All such increases in staffing shall
be discussed with and agreed to by Mr. Kailborne prior to implementation of any
staffing increase.

Other Requirements
------------------

If and when Mr. Stengel becomes Chief Restructuring Officer of the Company, the
Company shall name Mr. Stengel on its Directors and Officers insurance policies
and name Mr. Stengel on its employment practices rider to its Directors and
Officers insurance policies.


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                                                                    May 21, 2002



Fees & Expenses
---------------

For CDG's services provided pursuant to this agreement, it is agreed that the
Company shall pay a monthly fee of $250,000 (the "Monthly Fee"), payable in
advance. In addition, we will require a retainer in the amount of $500,000 upon
the signing of this letter which, if unused, will be applied against unpaid
invoices at the completion of our assignment or returned to the Company. This
agreement may be terminated by either party on 30 days written notice to the
other party.

To the extent that there are changes to the scope of our engagement or it is
mutually agreed that CDG will commit additional staff members, the parties shall
mutually agree on an adjustment to the Monthly Fee, subject to a further
writing.

In addition to the foregoing, CDG will bill monthly in arrears for the
reimbursement of all of its reasonable out-of-pocket expenses (including travel,
telephone and facsimile, courier and copy expenses) incurred in connection with
CDG's engagement hereunder.

Other Matters
-------------

The Company further agrees to (x) indemnify Conway, Del Genio, Gries & Co., LLC
and its affiliates and their respective members, directors, officers, employees,
agents and controlling parties (Conway, Del Genio, Gries & Co., LLC and each
such person being an "Indemnified Party") from and against any and all losses,
claims, damages, liabilities and expenses, joint or several, to which such
Indemnified Party may become subject under any applicable law as a result of, or
otherwise related to, (i) a breach of any representation, warranty, covenant or
other agreement of you contained herein and (ii) this letter or any work
performed pursuant thereto and (y) reimburse each such Indemnified Party for all
expenses (including legal fees and expenses) as they are incurred in connection
with the investigation of, preparation for, or defense of any pending or
threatened claim or any action or proceeding arising therefrom, whether or not
such Indemnified Party is a party thereto. The Company will not be liable under
the foregoing indemnification provision to any Indemnified Party to the extent
that any loss, claim, damage, liability or expense is found in a final judgment
by a court to have resulted from such Indemnified Party's bad faith or gross
negligence. If the indemnification or reimbursement provided for in this
paragraph of this agreement is judicially determined to be unavailable (other
than in accordance with the terms hereof) to an Indemnified Party in respect of
any losses, claims, damages, liabilities or expenses referred to herein, then,
in lieu of indemnifying such Indemnified Party hereunder, the Company shall
contribute the amount paid or payable by such Indemnified Party as a result of
such losses, claims, damages, liabilities or expenses (and expenses relating
thereto) (i) in such proportion as is appropriate to reflect the relative
benefits of the Engagement or (ii) if the allocation provided by clause (i)
above is not available, in such proportion as is appropriate to reflect not only


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                                                                    May 21, 2002



the relative benefits referred to in such clause (i) but also the relative fault
of each of us, as well as any other relevant equitable considerations; provided,
however, in no event shall Conway, Del Genio, Gries & Co., LLC's aggregate
contribution to the amount paid or payable exceed the aggregate amount of fees
actually received under this letter.

In addition, we will bill the Company and the Company agrees to pay promptly for
any time and expenses (including time and expenses of legal counsel) we may
incur in considering or responding to discovery requests or participating as a
witness or otherwise in any legal, regulatory, or other proceeding as a result
of our performance of these services.

Any controversy or claim arising out of or relating to this Agreement or the
services provided by Conway, Del Genio, Gries & Co., LLC pursuant thereto
(including any such matter involving any parent, subsidiary, affiliate,
successor in interest, or agent of the Company or of Conway, Del Genio, Gries &
Co., LLC) shall be submitted first to voluntary mediation, and if mediation is
not successful, then to binding arbitration, in accordance with the dispute
resolution procedures set forth in the Attachment to this Agreement. Judgment on
any arbitration award may be entered in any court having proper jurisdiction.

If any portion of this agreement is held to be void, invalid, or otherwise
unenforceable, in whole or part, the remaining portions of this agreement shall
remain in effect.

This agreement shall be governed by the internal substantive laws and not the
choice of law rules of the State of New York. Any advice (written or oral)
rendered by Conway, Del Genio, Gries & Co., LLC pursuant to this engagement may
not be disclosed publicly without prior consent.


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                                                                    May 21, 2002




This engagement is important to us and we appreciate the opportunity to serve
you. If you are in agreement with the terms set forth herein, please indicate by
signing and returning this letter along with the payment in the amount of
$750,000 representing the retainer and the first Monthly Fee.



                                             Very truly yours,

                                             Conway, Del Genio, Gries & Co., LLC



                                             By /s/ Ronald F. Stengel
                                                --------------------------------
                                                Ronald F. Stengel
                                                Senior Managing Director



Consented and Agreed to

Adelphia Communications Corporation



By /s/ Erland E. Kailborne
   ---------------------------------
   Erland E. Kailborne
   Chairman of the Board and Interim Chief Executive Officer

Date:  As of May 21, 2002


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                                                                    May 21, 2002



                                   Attachment

                          Dispute Resolution Procedures

The following procedures shall be used to resolve any controversy or claim
("dispute") as provided in our agreement dated May 21, 2002 (the "Agreement").
If any of these provisions are determined to be invalid or unenforceable, the
remaining provisions shall remain in effect and binding on the parties to the
fullest extent permitted by law.

Mediation

A dispute shall be submitted to mediation by written notice to the other party
or parties. In the mediation process, the parties will try to resolve their
differences voluntarily with the aid of an impartial mediator, who will attempt
to facilitate negotiations. The mediator will be selected by agreement of the
parties. If the parties cannot otherwise agree on a mediator, one will be
appointed by the American Arbitration Association ("AAA"). However, any mediator
appointed by the AAA must be acceptable to all parties.

The mediation will be conducted as specified by the mediator and agreed upon by
the parties. The parties agree to discuss their differences in good faith and to
attempt, with the assistance of the mediator, to reach an amicable resolution of
the dispute.

The mediation will be treated as a settlement discussion and therefore will be
confidential. The mediator may not testify for either party in any later
proceeding relating to the dispute. No recording or transcript shall be made of
the mediation proceedings.

Each party will bear its own costs in the mediation. The fees and expenses of
the mediator will be shared equally by the parties.

Arbitration

If a dispute has not been resolved within 90 days after the written notice
beginning the mediation process (or a longer period, if the parties agree to
extend the mediation), the mediation shall terminate and the dispute will be
settled by arbitration. The arbitration will be conducted in accordance with the
procedures in this document and the Commercial Arbitration Rules of the AAA. In
the event of a conflict, the provisions of this document will control.

The arbitration will be conducted before a panel of three arbitrators,
regardless of the size of the dispute, to be selected as follows: CDG and the
Company will each select one arbitrator and the third arbitrator will be chosen
by the two previously selected arbitrators. Any issue concerning the extent to


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                                                                    May 21, 2002



which any dispute is subject to arbitration, or concerning the applicability,
interpretation, or enforceability of these procedures, including any contention
that all or part of these procedures are invalid or unenforceable, shall be
governed by the Federal Arbitration Act and resolved by the arbitrators. No
potential arbitrator may serve on the panel unless he or she has agreed in
writing to abide and be bound by these procedures.

Unless provided otherwise in the Agreement, the arbitrators shall have no power
to award (i) damages inconsistent with the Agreement or (ii) punitive damages or
any other damages not measured by the prevailing party's actual damages, and the
parties expressly waive their right to obtain such damages in arbitration or in
any other forum. In no event, even if any other portion of these provisions is
held to be invalid or unenforceable, shall the arbitrators have power to make an
award or impose a remedy that could not be made or imposed by a federal court
deciding the matter in the same jurisdiction.

No discovery will be permitted in connection with the arbitration unless it is
expressly authorized by the arbitration panel upon a showing of substantial need
by the party seeking discovery. All aspects of the arbitration shall be treated
as confidential. Neither the parties nor the arbitrators may disclose the
existence, content or results of the arbitration, except as necessary to comply
with legal or regulatory requirements. Before making any such disclosure, a
party shall give written notice to all other parties and shall afford such
parties a reasonable opportunity to protect their interests.

The result of the arbitration will be binding on the parties, and judgment on
the arbitrators' award may be entered in any court having jurisdiction.


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