Edgar Filing: COMCAST CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant /__/

Check the appropriate box:

/X/ Preliminary Proxy Statement

/__/ Confidential, for use of the
Commission only (as permitted by
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/__/ Definitive Proxy Statement

/__/ Definitive Additional Materials

/__/ Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

Comcast Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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/X/ No fee required.

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filing fee is calculated and state how it was determined):

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previously. Identify the previous filing by registration statement number,
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[LOGO] COMCAST

1500 Market Street
Philadelphia, Pennsylvania 19102-2148

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 7, 2003

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The Annual Meeting of Shareholders of Comcast Corporation (the "Company")
will be held on Wednesday, May 7, 2003 at 9:00 a.m. local time at The First
Union Complex, 3601 South Broad Street, Philadelphia, Pennsylvania 19148, for
the following purposes:

1. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the 2003 fiscal year.

2. To approve the following employee benefit plans: (A) the 2003 Stock
Option Plan; (B) the amended and restated 2002 Restricted Stock Plan;
(C) the amended and restated 2002 Employee Stock Purchase Plan; (D) the
2002 Supplemental Cash Bonus Plan; and (E) the amended and restated
2002 Non-Employee Director Compensation Plan (Stock Program).

3. To approve an amendment to the Company's Amended and Restated Articles
of Incorporation.

4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.

The close of business on March 7, 2003 has been fixed as the record date
for the meeting. All shareholders of record at that time are entitled to notice
of, and all holders of Class A Common Stock and Class B Common Stock are
entitled to vote at, the meeting and any adjournment or postponement thereof.

Because holders of Class A Special Common Stock are not generally entitled
to vote and no resolution is proposed for the meeting for which a vote of the
Class A Special Common Stock is required by law or the Company's Amended and
Restated Articles of Incorporation, holders of Class A Special Common Stock are
not entitled to vote at the meeting. The enclosed proxy statement is being sent
to holders of Class A Special Common Stock for informational purposes only.

All shareholders are cordially invited to attend the meeting. The Board of
Directors of the Company urges you to vote by telephone or via the Internet or
to complete, date, sign and return promptly the enclosed proxy card with respect
to your shares of Class A Common Stock. The proxies are solicited by the Board
of Directors of the Company. The return of the proxy card will not affect your
right to vote in person if you do attend the meeting. A copy of the Company's
2002 Annual Report is enclosed.

Arthur R. Block
Secretary

[ ], 2003

[LOGO] COMCAST

1500 Market Street
Philadelphia, Pennsylvania 19102-2148

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PROXY STATEMENT

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The enclosed proxy is solicited by the Board of Directors of Comcast
Corporation (the "Company"), a Pennsylvania corporation, for use at the Annual
Meeting of Shareholders (the "meeting") to be held on Wednesday, May 7, 2003 at
9:00 a.m. local time at The First Union Complex, 3601 South Broad Street,
Philadelphia, Pennsylvania 19148, and any adjournment or postponement thereof.
This Proxy Statement, the foregoing notice and the enclosed proxy card are being
mailed to shareholders on or about April 2, 2003.

This is the Company's first proxy statement and annual meeting of
shareholders since the completion of its acquisition of AT&T Corp.'s broadband
business (the "Broadband Acquisition") on November 18, 2002. Unless noted
otherwise, information about the Company in this Proxy Statement for any time
prior to the Broadband Acquisition generally refers to the company formerly
named Comcast Corporation (renamed Comcast Holdings Corporation in connection
with the Broadband Acquisition and referred to in this Proxy Statement as "Old
Comcast"). Where appropriate, information about stock and stock-based awards has
been adjusted to reflect the acquisition exchange ratio.

Pursuant to the Company's Amended and Restated Articles of Incorporation
(the "Charter"), which was approved by shareholders in connection with the
Broadband Acquisition, members of the Board of Directors will not be elected at
this meeting. All current directors will hold office until the 2004 annual
meeting of shareholders.

The Board of Directors does not intend to bring any matters before the
meeting other than the matters specifically referred to in the notice of the
meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the meeting. However, if any other matters
properly come before the meeting, the persons named in the accompanying proxy
card or their duly constituted substitutes acting at the meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment on
such matters.

When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the meeting by the enclosed proxy card
will be voted "FOR" each of the proposals submitted to shareholders in
accordance with the foregoing notice of meeting and as set forth in this Proxy
Statement. Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary in writing, by delivering or transmitting a duly
executed or authenticated proxy card bearing a later date or by attending the
meeting and voting in person.

Voting Electronically and by Telephone

Instead of submitting your vote by mail on the enclosed proxy card, the
Company's By-laws permit you to vote by telephone or via the Internet. Please
note that there are separate telephone and Internet voting arrangements
depending on whether shares registered in the Company's stock records are in
your name or in the name of a brokerage firm or bank. If you vote by telephone
or via the Internet, you do not have to return your proxy card to the Company.

The telephone and Internet voting procedures are designed to authenticate
shareholders' identities, to allow shareholders to vote their shares and to
confirm that their instructions have been properly recorded. Shareholders voting
via the Internet should understand that there may be costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies, that will be borne by the shareholder. Shareholders who
vote by telephone will be able to utilize a toll-free telephone number, the cost
of which is borne by the Company.

For Shares Registered Directly in the Name of the Shareholder

Shareholders with shares registered directly in their name in the Company's
stock records maintained by its transfer agent, EquiServe Trust Company, N.A.
("EquiServe"), may vote their shares in any of the following ways:

o by telephone by calling (toll-free) 1-877-779-8683,

o via the Internet at the following address on the World Wide Web:
http://www.eproxyvote.com/cmcsa,

o by mailing their signed proxy card, or

o by attending the meeting and voting in person.

Specific instructions to be followed by registered shareholders are set
forth on the enclosed proxy card. Votes submitted by telephone or via the
Internet through EquiServe as described herein must be received by 5:00 p.m.
eastern time on May 6, 2003.

For Shares Registered in the Name of a Brokerage Firm or Bank

A number of brokerage firms and banks are participating in separate
programs that offer telephone and/or Internet voting options. Such programs are
different from the programs provided by EquiServe for shares registered directly
in the name of the shareholder. If your shares are held in an account at a
brokerage firm or bank participating in any such program, you may vote those
shares by telephone and/or via the Internet in accordance with instructions set
forth on the voting form provided to you by the brokerage firm or bank that
holds your shares.

For Shares Held in Company Savings Plans

For employee shareholders participating in the Retirement-Investment Plan
or the AT&T Broadband Long Term Savings Plan, your shares will be voted as
specified on your proxy card. You will only need to return one proxy card with
respect to all the shares you hold. If you hold shares in the
Retirement-Investment Plan and you do not return a proxy card, your shares will
not be voted. If you hold shares in the AT&T Broadband Long Term Savings Plan
and do not return a proxy card, the trustee of the plan will vote those shares
in the same proportion as the shares for which instructions were received from
all other participants in this plan.

Important Notice

All meeting attendees may be asked to present a valid, government-issued
photo identification (federal, state or local), such as a driver's license or
passport, before entering the meeting. In addition, video and audio recording
devices and other electronic devices will not be permitted at the meeting, and
attendees will be subject to security inspections.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Outstanding Shares and Voting Rights

At the close of business on March 7, 2003, the record date, the Company had
outstanding [ ] shares of Class A Common Stock, par value $0.01 per share, [ ]
shares of Class B Common Stock, par value $0.01 per share, and [ ] shares of
Class A Special Common Stock, par value $0.01 per share.

On each matter voted upon at the meeting and any adjournment or
postponement thereof, the Class A Common Stock and Class B Common Stock will
vote together. As determined as of the record date, each record holder of Class
A Common Stock is entitled to [ ] vote per share (as determined pursuant to the
Charter) and each record holder of Class B Common Stock is entitled to fifteen
votes per share. Holders of Class A Special Common Stock will not be entitled to
vote at the meeting. References in this Proxy Statement to voting classes of the
Company's Common Stock will not include the Class A Special Common Stock.

The presence, in person or by proxy, of shareholders entitled to cast a
majority of the votes that shareholders are entitled to cast on each matter to
be voted upon at the meeting will constitute a quorum for the meeting. If the
meeting is adjourned for one or more periods aggregating at least fifteen days
due to the absence of a quorum, those shareholders entitled to vote who attend
the adjourned meeting, although otherwise less than a quorum as described in the
preceding sentence, shall constitute a quorum for the purpose of acting upon any
matter set forth in the foregoing notice of the meeting.

Approval of all proposals submitted to shareholders in accordance with the
foregoing notice of the meeting and as set forth in this Proxy Statement
requires the affirmative vote of a majority of the votes cast at the meeting.
For purposes of determining the number of votes cast with respect to any voting
matter, only those cast "FOR" or "AGAINST" are included. Abstentions and broker
non-votes are counted only for purposes of determining whether a quorum is
present at the meeting.

Mr. Brian L. Roberts, who is the beneficial owner of all of the outstanding
Class B Common Stock, has indicated that he will vote all of these shares "FOR"
each of the proposals submitted to shareholders in accordance with the foregoing
notice of the meeting and as set forth in this Proxy Statement.

Principal Shareholders

The following table sets forth certain information regarding the holdings
of each shareholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange
Act"), of more than 5% of any voting class of the Company's outstanding Common
Stock (Class A and Class B) as of January 31, 2003. So far as is known to the
Company, the persons named in the table below as beneficially owning the shares
set forth therein have sole voting power and sole investment power with respect
to such shares, unless otherwise indicated.

Amount Beneficially Percent of
Title of Voting Class Name and Address of Beneficial Owner Owned Class
--------------------- ------------------------------------ ------------------- ----------

Class A Common Stock Barclays plc 72,813,982(1) 5.4%
54 Lombard Street
London, England EC3P 3AH

Microsoft Corporation 100,623,717(2) 7.4%
One Microsoft Way
Redmond, WA 98053

Class B Common Stock Brian L. Roberts 9,444,375(3) 100%
1500 Market Street
Philadelphia, PA 19102-2148

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(1) The information contained in this table with respect to Barclays plc
("Barclays") is based upon a filing dated February 12, 2003 made on
Schedule 13G by Barclays setting forth information as of February 10, 2003.
Shares listed as beneficially owned by Barclays are owned by the following
entities: Barclays Global Investors, NA, Barclays Global Fund Advisors,
Barclays Global Investors, Ltd., Barclays Trust and Banking Company (Japan)
Limited, Barclays Life Assurance Company Limited, Barclays Bank plc,
Barclays Capital Securities Limited, Barclays Capital Investments, Barclays
Private Bank & Trust (Isle of Man) Limited, Barclays Private Bank and Trust
(Jersey) Limited, Barclays Bank Trust Company Limited, and Barclays Private
Bank and Trust Limited (Sussie).

(2) The information contained in this table with respect to Microsoft
Corporation ("Microsoft") is based upon a filing dated November 25, 2002
made on Schedule 13G by Microsoft setting forth information as of November
18, 2002.

(3) Includes 9,039,663 shares of Class B Common Stock owned by a limited
liability company of which Mr. Brian L. Roberts is the managing member and
404,712 shares of Class B Common Stock owned by certain family trusts.
Pursuant to the Charter, the shares of Class B Common Stock listed in the
table as beneficially owned by Mr. Brian L. Roberts represent 33-1/3% of
the voting power of the two classes of the Company's voting common

stock combined, which percentage is generally non-dilutable. For
information regarding Mr. Brian L. Roberts' beneficial ownership of Class
A Common Stock, see footnote (12) under "Security Ownership of Management".

Security Ownership of Management

The following table sets forth certain information regarding the Class A
Common Stock (voting), the Class B Common Stock (voting), and the Class A
Special Common Stock (non-voting) beneficially owned as of January 31, 2003 by
each director of the Company, by Mr. Brian L. Roberts, the Company's Chief
Executive Officer (the "Chief Executive Officer" or "CEO"), by each of the
Company's other five most highly compensated executive officers during 2002 and
by all the directors and executive officers of the Company as a group. The table
also sets forth certain information regarding the shares of common stock ("QVC
Common Stock") of QVC, Inc. ("QVC"), a 57%-owned non-public subsidiary of the
Company, beneficially owned as of January 31, 2003 by the persons named in the
table and by all the directors and executive officers of the Company as a group.
Each of the persons named in the table below as beneficially owning the shares
set forth therein has sole voting power and sole investment power with respect
to such shares, unless otherwise indicated.

Amount Beneficially Owned Percent of Class
------------------------------------------------------------------ ---------------------------------------
Class Class A
Class A A Special
Name of Beneficial Owner Class A(1) Special(2) Class B QVC(3) (1) (2) Class B QVC(3)
------------------------- ---------------------- ------------------- ------------- --------- ----- ---------- ----------- ---------

John R. Alchin....... 562 1,234,536 (4) -- 1,440 * * -- *
S. Decker Anstrom.... -- 16,000 -- -- * * -- --
C. Michael Armstrong. 2,450,321 -- -- -- * * -- --
Kenneth J. Bacon..... 7,500 -- -- -- * * -- --
Sheldon M. Bonovitz.. 13,425 (5) 199,258 (6) -- -- * * -- --
38,967 (7) *
Julian A. Brodsky.... 124,467 2,665,393 (8) -- 928 * * -- *
1,920,412 (7) *
Stephen B. Burke..... 72 (9) 1,654,393 (10) -- -- * * -- --
Joseph L. Castle, II. 375 32,369 -- -- * * -- --
J. Michael Cook...... 4,578 (11) 2,300 -- -- * * -- --
Brian L. Roberts..... 2,192 (12) 10,188,602 (13) 9,444,375(14) 4,777 * 1.1% 100%(14) *
Ralph J. Roberts..... -- 4,835,192 (15) -- 4,000 * * -- *
4,164,523 (7) *
Dr. Judith Rodin..... -- -- -- -- * * -- --
Louis A. Simpson..... 101,126 (16) -- -- -- * * -- --
Lawrence S. Smith.... 1,294 (17) 980,086 (18) -- 2,280 * * -- *
Michael I. Sovern.... 4,792 -- -- -- * * -- --
All directors and
executive
officers as a group.. 2,710,865 28,481,722 9,444,375(14) 13,425 * 3.1% 100%(14) *
(18 persons) (5)(9)(11)(12) (4)(6)(8)(10)(13)
(16)(17) (15)(18)(19)(20)

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* Less than one percent of the applicable class.

(1) With respect to each beneficial owner, the shares issuable upon exercise
of options exercisable by such person on or within 60 days of January 31,
2003 are deemed to be outstanding for the purpose of computing the number
of shares and percentage of Class A Common Stock owned. Includes the
following shares of Class A Common Stock for which the following persons
hold options exercisable on or within 60 days of January 31, 2003: Mr.
Armstrong, 2,018,066 shares; Mr. Cook, 1,991 shares; Mr. Simpson, 22,023
shares; Mr. Sovern, 1,992 shares; and all directors and executive
officers as a group, 2,044,072 shares.

(2) With respect to each beneficial owner, the shares issuable upon exercise
of options exercisable by such person on or within 60 days of January 31,
2003 are deemed to be outstanding for the purpose of computing the number
of shares and percentage of Class A Special Common Stock owned. Includes
the following shares of Class A Special Common Stock for which the
following persons hold options exercisable on or within 60 days of
January 31, 2003: Mr. Alchin, 1,111,111 shares; Mr. Anstrom, 14,400
shares; Mr. Bonovitz, 27,000 shares; Mr. Brodsky, 1,500,364 shares; Mr.
Burke, 1,620,355 shares; Mr. Castle, 27,000 shares; Mr. Brian L. Roberts,
7,206,621 shares; Mr. Ralph J. Roberts, 2,825,770 shares; Mr. Smith,
861,027 shares; and all directors and

executive officers as a group, 15,678,253 shares. Does not include
interests owned indirectly in Comcast Interactive Capital, L.P. ("CIC"),
a limited partnership that is consolidated in the Company's financial
statements, as follows: Mr. Brian L. Roberts, 1.18%; Mr. Ralph J.
Roberts, 1.18%; Mr. Burke, 0.88%; Mr. Smith, 0.94%; Mr. Alchin, 0.88%;
and all directors and executive officers as a group 5.94%. Does not
include Mr. Brodsky's approximately 38% interest in the general partner
of CIC, in which the Company owns no interest.

(3) With respect to each beneficial owner, the shares issuable upon exercise
of options exercisable by such person on or within 60 days of January 31,
2003 are deemed to be outstanding for the purpose of computing the number
of shares and percentage of QVC Common Stock owned. Includes the
following shares of QVC Common Stock for which the following persons hold
options exercisable on or within 60 days of January 31, 2003: Mr. Brian
L. Roberts, 1,808 shares; Mr. Ralph J. Roberts, 4,000 shares; Mr. Smith,
2,280 shares; and all directors and executive officers as a group, 8,088
shares.

(4) Includes 29 shares of Class A Special Common Stock owned in the
Retirement-Investment Plan.

(5) Includes 6,425 shares of Class A Common Stock owned by his wife, 104
shares held by him as trustee for a testamentary trust, as to all of
which shares he disclaims beneficial ownership, and 3,877 shares owned by
family partnerships.

(6) Includes 4,498 shares of Class A Special Common Stock owned by his wife,
40,000 shares held by him as a trustee of grantor retained annuity
trusts, 10,476 shares owned by a charitable foundation of which his wife
is a trustee, as to all of which shares he disclaims beneficial
ownership, and 112,528 shares owned by family partnerships.

(7) Represents share equivalents which will be paid at a future date in cash
or in stock at the individual's election pursuant to an election made
under the 2002 Deferred Stock Option Plan.

(8) Includes 240,170 shares of Class A Special Common Stock owned in two
separate grantor retained annuity trusts, as to all of which shares he
disclaims beneficial ownership.

(9) Represents 72 shares of Class A Common Stock owned in the Retirement-
Investment Plan.

(10) Includes 23,054 shares of Class A Special Common Stock owned in the
Retirement-Investment Plan.

(11) Includes 1,617 shares of Class A Common Stock owned by his wife, as to
which shares he disclaims beneficial ownership.

(12) Includes 836 shares of Class A Common Stock owned in the
Retirement-Investment Plan and 1,356 shares owned by his wife, as to
which shares he disclaims beneficial ownership. Does not include shares
of Class A Common Stock issuable upon conversion of Class B Common Stock
beneficially owned by Mr. Brian L. Roberts. If Mr. Brian L. Roberts were
to convert the Class B Common Stock that he beneficially owns into Class
A Common Stock, Mr. Brian L. Roberts would beneficially own 9,446,567
shares of Class A Common Stock (less than 1% of the Class A Common
Stock).

(13) Includes 41,132 shares of Class A Special Common Stock owned in the
Retirement-Investment Plan and 2,712 shares owned by his wife, as to
which shares he disclaims beneficial ownership. Also includes 2,728,638
shares owned by a limited liability company of which Mr. Brian L. Roberts
is the managing member, and 122,163 shares owned by certain non-grantor
family trusts, but does not include shares of Class A Special Common
Stock issuable upon conversion of Class B Common Stock beneficially owned
by Mr. Brian L. Roberts. If Mr. Brian L. Roberts were to convert the
Class B Common Stock that he beneficially owns into Class A Special
Common Stock, Mr. Brian L. Roberts would beneficially own 19,632,977
shares of Class A Special Common Stock (approximately 2.2% of the Class A
Special Common Stock).

(14) See note (3) under "Principal Shareholders".

(15) Includes 437,226 shares of Class A Special Common Stock owned by family
partnerships, the general partners of which are controlled by Mr. Ralph
J. Roberts.

(16) Includes 2,500 shares of Class A Common Stock owned by his wife, as to
which shares he disclaims beneficial ownership.

(17) Represents 1,294 shares of Class A Common Stock owned in an individual
retirement account.

(18) Includes 6,613 shares of Class A Special Common Stock owned in a grantor
retained annuity trust, as to which shares he disclaims beneficial
ownership.

(19) Includes 40 shares of Class A Special Common Stock owned by the children
of an executive officer, other than those named above, as to which shares
beneficial ownership is disclaimed.

(20) Includes share equivalents which will be paid at a future date in cash or
in stock at the individual's election pursuant to an election made under
the 2002 Deferred Stock Option Plan.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports. Section 16
obligations arose with respect to ownership of Company common stock on November
18, 2002. Based on the Company's review of the copies of these reports received
by it, and written representations received from reporting persons, the Company
believes that, except as noted below, all filings required to be made by the
reporting persons of the Company for the period November 18, 2002 through
December 31, 2002 were made on a timely basis. In connection with the Broadband
Acquisition, because certain variables necessary to calculate the conversion of
stock-based awards were not finally determined on the date of the transaction,
Form 4s were initially timely filed on the basis of estimated data, and then
subsequently amended on December 5, 2002. In addition, Mr. Sheldon M. Bonovitz
inadvertently failed to report the beneficial ownership of 1,293 shares of
Company common stock which he is deemed to beneficially own as a trustee for
certain family trusts, which holdings have been subsequently reported on a Form
4.

MEMBERS OF THE BOARD OF DIRECTORS

Members

Pursuant to the Charter, the current term of office of each of the members
of the Board of Directors expires at next year's annual meeting of shareholders
and therefore directors will not be elected at this meeting. Pursuant to the
agreement governing the Broadband Acquisition, Old Comcast and AT&T Corp.
("AT&T") each designated five members of the Board of Directors from their
then-existing Boards of Directors and jointly designated two individuals who
were independent persons. On January 31, 2003, Mr. George M.C. Fisher tendered
his resignation as a member of the Board of Directors. Pursuant to the
procedures set forth in the Charter, Mr. Joseph L. Castle, II was appointed to
the Board of Directors on February 3, 2003. The following sets forth certain
information about each of the members of the Board of Directors.

Ralph J. Roberts, 82, has served as a director and Chairman of the
Executive and Finance Committee of the Board of Directors since November 2002.
Prior to November 2002, Mr. Roberts served as a director and Chairman of the
Board of Directors of Old Comcast for more than five years. He is the father of
Mr. Brian L. Roberts.

C. Michael Armstrong, 64, has served as a director and Chairman of the
Board of Directors since November 2002. From 1997 until 2002, Mr. Armstrong
served as Chairman and Chief Executive Officer of AT&T Corp. Mr. Armstrong was
formerly the Chairman and Chief Executive Officer of Hughes Electronics, a
publicly traded tracking stock of General Motors Corporation. Mr. Armstrong is
also a director of Citigroup.

Brian L. Roberts, 43, has served as a director and Chief Executive Officer
and President of the Company since November 2002. Prior to November 2002, Mr.
Roberts served as a director and President of Old Comcast for more than five
years. He is a son of Mr. Ralph J. Roberts. Mr. Roberts is also a director of
Comcast Holdings Corporation and The Bank of New York Company.

Julian A. Brodsky, 69, has served as a director and Vice Chairman of the
Company since November 2002. Prior to November 2002, he served as a director and
Vice Chairman of Old Comcast for more than five years. Mr. Brodsky is also
Chairman of Comcast Interactive Capital, L.P., a venture fund that is
consolidated in the Company's financial statements. He is also a director of RBB
Fund, Inc. and NDS Group plc.

S. Decker Anstrom, 52, has served as a director of the Company since
November 2002. Prior to November 2002, Mr. Anstrom served as a director of Old
Comcast since 2001. Mr. Anstrom was President and Chief Executive Officer of The
Weather Channel from 1999 to 2001. In 2002, Mr. Anstrom became a director and
the President and Chief Operating Officer of Landmark Communications, Inc., a
privately-held multimedia company the assets of which include The Weather
Channel. Prior to 1999, Mr. Anstrom was President and Chief Executive Officer of
the National Cable Television Association ("NCTA") in Washington, D.C. for five
years. He is currently a director of the NCTA and the Cable TV Advertising
Bureau.

Kenneth J. Bacon, 48, has served as a director of the Company since
November 2002. Mr. Bacon has been Senior Vice President at Fannie Mae since 2000
where he manages all aspects of Fannie Mae's $109 billion multifamily lending
and investment portfolio. Prior to joining Fannie Mae in 1993, he was director
of the Office of Securitization of the Resolution Trust Corporation. Mr. Bacon
also spent eight years on Wall Street with Kidder Peabody & Co. and Morgan
Stanley & Co. as an officer. Mr. Bacon is currently a director of the Fannie Mae
Foundation and the National Equity Fund, a member of the Board of Trustees for
Stanford University and the National Finance Committee Chairman for Communities
in Schools. Mr. Bacon is a member of the Real Estate Roundtable, Executive
Leadership Council and the Urban Land Institute.

Sheldon M. Bonovitz, 65, has served as a director of the Company since
November 2002. Prior to November 2002, he served as a director of Old Comcast
for more than five years. Mr. Bonovitz has been a partner with the law firm of
Duane Morris LLP for more than five years and is currently Chairman and Chief
Executive Officer of that firm. Mr. Bonovitz is also a director of eResearch
Technologies, Inc. and serves on the Board of Trustees of The Curtis Institute
of Music and the Philadelphia Museum of Art.

J. Michael Cook, 60, has served as a director of the Company since November
2002. From 2001 until 2002, Mr. Cook served as a director of AT&T Corp. Prior to
this, he had served as Chairman and Chief Executive Officer of Deloitte & Touche
LLP for more than five years. He was also Chairman of the Deloitte & Touche
Foundation and a member of the Board of Deloitte Touche Tohmatsu. Mr. Cook is a
director of International Flavors & Fragrances, Inc., Rockwell Automation
International, The Dow Chemical Company and HCA. Mr. Cook is also a Trustee
of the Fidelity Group of Mutual Funds, Member of the Advisory Board of the
Securities Regulations Institute, Chairman Emeritus of the Board of Catalyst,
Chairman of the Accountability Advisory Panel to the Comptroller General of the
United States, and Member of the Advisory Board of the Graduate School of the
University of Florida.

Joseph L. Castle, II, 70, has served as a director of the Company since
February 2003. Mr. Castle was a director of Old Comcast for more than five years
through November 2002. Mr. Castle has been a financial consultant for more than
five years and is the Chairman and Chief Executive Officer and a director of
Castle Energy Corporation, an independent oil and gas exploration and production
company. Mr. Castle is also a director of Charming Shoppes, Inc. and Delta
Petroleum Corporation. Since 2001, Mr. Castle has served as the Chairman of the
Board of Trustees of the Diet Drug Products Liability ("Fen-Phen") Settlement
Trust.

Dr. Judith Rodin, 58, has served as a director of the Company since
November 2002. Dr. Rodin has been President of the University of Pennsylvania,
as well as a professor of psychology and of medicine and psychiatry at the
University of Pennsylvania, for more than five years. She was Provost of Yale
University from 1992 to 1994 and held various professional and other positions
at Yale from 1972 to 1994, including Dean of the Graduate School of Arts and
Sciences and Chair of the Department of Psychology. She is currently a director
of Electronic Data Systems Corp., AMR Corporation, AETNA, Inc. and also serves
as a Trustee of forty-three of the mutual funds managed by The BlackRock Funds.

Louis A. Simpson, 66, has served as a director of the Company since
November 2002. From 2000 until 2002, Mr. Simpson served as a director of AT&T
Corp. Mr. Simpson has been President and Chief Executive Officer Capital
Operations of GEICO Corporation, a national property and casualty insurance
company, for more than five years and was its former Vice Chairman of the Board
and Senior Vice President and Chief Investment Officer for more than five

years. Prior to joining GEICO, Mr. Simpson was President and Chief Executive
Officer of Western Asset Management, a subsidiary of Western Bancorporation, a
partner at Stein Roe and Farnham, and an instructor of economics at Princeton
University. Mr. Simpson is a director of Western Asset Funds, Inc., Pacific
American Income Shares Inc., and ResMed Inc. Mr. Simpson is also a Trustee of
Western Asset Premier Bond Fund, the Cate School, the University of California
San Diego Foundation, the Urban Institute and the Woodrow Wilson National
Fellowship Foundation. He is also Chair of the Scripps Institution of
Oceanography Council.

Michael I. Sovern, 71, has served as a director of the Company since
November 2002. Prior to November 2002, he served as a director of AT&T Corp. for
more than five years. Mr. Sovern is Chairman of Sotheby's Holdings, Inc. He is
President Emeritus and Chancellor Kent Professor of Law at Columbia University
where he served as President for more than five years. He is President and
director of Shubert Foundation and director of Shubert Organization. He is
currently a director of Sequa Corp. and Sotheby's Holdings, Inc. Mr. Sovern is
also Chairman of the Japan Society and Chairman of the American Academy in Rome.

Committees and Meetings of the Board of Directors

The Board of Directors has an Executive and Finance Committee, an Audit
Committee, a Compensation Committee and a Governance and Directors Nominating
Committee. Since the committees were not established until completion of the
Broadband Acquisition on November 18, 2002, only the Audit Committee held a
meeting in 2002. The Board of Directors of Old Comcast had an Executive
Committee, an Audit Committee, a Compensation Committee and a Nominating
Committee, which performed substantially the same functions as the corresponding
committees of the Company. The number of committee meetings (if any) held by Old
Comcast in 2002 during the period prior to the Broadband Acquisition is
described below.

Messrs. Ralph J. Roberts (Chair), Armstrong, Bonovitz, and Simpson serve as
members of the Executive and Finance Committee. The Executive and Finance
Committee acts for the directors in the intervals between meetings of the Board
of Directors with respect to such matters as may be delegated by the Board of
Directors. The Executive Committee of Old Comcast did not hold any meetings in
2002.

Messrs. Cook (Chair), Anstrom, Bacon, Castle, Sovern, and Dr. Rodin serve
as members of the Audit Committee. The Audit Committee held one meeting in 2002.
The Audit Committee meets with the Company's independent auditors, counsel,
internal audit department and management to discuss the scope and results of the
annual audit, internal accounting procedures and certain other questions of
accounting policy, as more fully described in the Report of the Audit Committee
presented under Proposal One below. The Audit Committee of Old Comcast held 11
meetings in 2002.

Messrs. Anstrom (Chair), Castle, Sovern, and Dr. Rodin serve as members of
the Compensation Committee. The Compensation Committee's functions include
responsibility for the Company's stock option, restricted stock and bonus plans,
establishing performance-based criteria and goals for compensation to senior
executive officers and approving certain agreements with the Company's executive
officers. The Compensation Committee of Old Comcast held 5 meetings in 2002.

Messrs. Brian L. Roberts (Chair), Anstrom, Cook, and Simpson serve as
members of the Governance and Directors Nominating Committee. The Governance and
Directors Nominating Committee reviews the composition of the Board of Directors
and is responsible for recommending nominees to serve on the Board of Directors.
In carrying out its responsibilities, the Governance and Directors Nominating
Committee will consider candidates recommended by other directors, employees and
shareholders. Written suggestions for candidates to serve as directors if
nominated and elected should be sent to the CEO and President of the Company at
Comcast Corporation, 1500 Market Street, Philadelphia, Pennsylvania 19102-2148.
The Company's By-laws require that written notice of the intent to make a
nomination at a meeting of shareholders must be received by the CEO and
President of the Company (a) with respect to an election to be held at an annual
meeting that is called for a date within 30 days before or after the anniversary
date of the immediately preceding annual meeting of shareholders, not less than
90 days nor more than 120 days prior to such anniversary date, and (b) with
respect to an election to be held at an annual meeting that is called for a date
that is not within 30 days before or after the anniversary date of the
immediately preceding annual meeting, or to a special meeting, not later than
the close of business on the tenth day

following the day on which notice of the date of the meeting was mailed or
public disclosure of the date of the meeting was made, whichever occurs first.
The notice must contain: (i) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be nominated; (ii) a
representation that the shareholder is a holder of record of the Company's stock
entitled to vote at the meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (iii) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (iv) such other information regarding each nominee proposed by such
shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated by the Board of Directors; and (v) the written
consent of each nominee to serve as a director of the Company if so elected. The
Nominating Committee of Old Comcast did not hold any meetings in 2002.

The Board of Directors held one meeting in 2002 at which all members were
present. The Board of Directors of Old Comcast held 9 meetings in 2002. One
member of the Board of Directors of Old Comcast, Felix G. Rohatyn, attended
fewer than 75% of the aggregate of the total number of meetings of the Board of
Directors and the total number of meetings held by the committee of the Board of
Directors on which he served.

Compensation of Directors

Standard Arrangements. Each member of the Board of Directors who is not an
employee of the Company (a "non-employee director") receives an annual fee of
$50,000, $2,000 for each meeting of the Board of Directors attended, and $2,500
for each meeting of the Audit Committee or Compensation Committee of the Board
of Directors attended or $1,000 for each meeting of any other committee of the
Board of Directors attended. A non-employee director may elect to receive up to
half of the annual fee in shares of Class A Common Stock. In addition,
non-employee directors who serve as the chair of the Audit Committee or the
Compensation Committee of the Board of Directors receive an annual fee of
$20,000 or $10,000, respectively, and non-employee directors who serve as the
chair of any other committee of the Board of Directors receive an annual fee of
$5,000. Other members of the Audit Committee of the Board of Directors receive
an annual fee of $10,000, other members of the Compensation Committee of the
Board of Directors receive an annual fee of $5,000, and other non-employee
members of other committees of the Board of Directors receive an annual fee of
$2,500. Each director is also reimbursed for incidental travel expenses for
meetings attended.

Under the 2002 Non-Employee Director Compensation Plan, each non-employee
director who is in service on November 20 of any calendar year is granted
annually an option to purchase 7,500 shares of Class A Common Stock. Each such
option becomes exercisable six months after the date of grant and is generally
exercisable for ten years from the date of grant.

Directors who are officers of or employed by the Company are not
additionally compensated for their Board and committee activities.

Agreement with Mr. C. Michael Armstrong, Chairman of the Board of Directors

In connection with the Broadband Acquisition, the Company entered into an
Employment Agreement (the "Agreement") dated November 18, 2002 with C. Michael
Armstrong, Chairman of the Company's Board of Directors. The Agreement
supercedes the employment agreement between Mr. Armstrong and AT&T which the
Company would have otherwise been obligated to assume under the terms of the
Broadband Acquisition. The following is a description of the material terms of
the Agreement.

Term. The term of the Agreement is from November 18, 2002 to the date of
the regularly scheduled 2005 annual meeting of the shareholders of the Company.

Position and Duties. The Agreement provides that Mr. Armstrong will be
Chairman of the Board of Directors. Under the Agreement, Mr. Armstrong may elect
to become Non-Executive Chairman of the Board of Directors at any time prior to
the 2003 annual meeting of shareholders of the Company. Mr. Armstrong has
notified the

Company that as of May 7, 2003, the date of the 2003 annual meeting of
shareholders of the Company, he will exercise this election and become
Non-Executive Chairman of the Board of Directors.

Base Salary. The Agreement provides that Mr. Armstrong will receive an
annual base salary of $1.8 million.

Bonus; Stock Awards. The Company assumed certain obligations with respect
to Mr. Armstrong as a result of the Broadband Acquisition, including payment of
his annual bonus attributable to periods of service with AT&T. Pursuant to the
Agreement, Mr. Armstrong received an annual bonus of $3,510,000 with respect to
2002. Commencing in 2003, he is eligible to receive an annual performance bonus
of no less than 150% of his base salary for the applicable year, subject to his
meeting the performance goals established for the applicable year.

Under the terms of the Agreement, on November 20, 2002, Mr. Armstrong was
granted an option to purchase 2,400,000 shares of Class A Common Stock. With
respect to stock-based awards held by Mr. Armstrong prior to his becoming
employed by the Company, certain of these awards vested and were paid out as a
result of the Broadband Acquisition. Awards which did not vest and which were
converted into Company equity securities include performance shares granted in
2002, which will vest and be paid out in January 2005 as if all applicable
performance targets associated with such award were met; restricted stock units
granted by General Motors Corporation in 1997, which will vest and be paid out
on the date that Mr. Armstrong becomes Non-Executive Chairman; and stock options
granted on or after December 19, 2001, which will remain subject to their
original vesting terms. With respect to the 1997 restricted stock unit award,
the Company will be obligated to pay Mr. Armstrong the difference, if any,
between the value of the award on the day he becomes Non-Executive Chairman and
$10 million.

Termination. The Agreement provides for certain entitlements in the event
of Mr. Armstrong's termination from the Company under specified circumstances.
Pursuant to the Agreement, in the event of his death or disability, his
beneficiaries or estate will be entitled to his base salary through the end of
the month of his death or disability, his annual incentive award for the year of
death or disability (using the target bonus opportunity set for such year), and
a lump sum payout for his then outstanding performance shares (which will be
paid out as if all applicable performance targets associated with such award
were met), restricted stock units and other equity-based awards. All outstanding
unvested options will vest and, together with already vested options, will be
exercisable for the remainder of the original term of each grant, and
restrictions on restricted stock will lapse. In addition, if Mr. Armstrong's
employment is terminated as a result of disability, he will be entitled to
receive disability benefits in accordance with the Company's long-term
disability program then in effect for senior executives.

In the event of a termination by the Company without cause or a
constructive termination without cause, Mr. Armstrong will be provided with the
following: base salary through the date of termination, a prorated annual
incentive award for the year of termination (using the target bonus opportunity
set for such year), and lump sum payout of all outstanding restricted stock
units, performance shares (which will be paid out as if all applicable
performance targets associated with such award were met) and other equity-based
awards. If termination occurs prior to November 18, 2004, Mr. Armstrong will
also be entitled to receive a lump sum cash amount equal to the greater of (1)
three times the sum of his base salary, the annual incentive award established
by AT&T for 2002 and the performance share target set by AT&T for 2002 and (2)
four times the sum of his base salary and target bonus for the year in which
termination occurs. If termination occurs after November 18, 2004, he will be
entitled to the payments listed in (2) above. In addition, in each case, all
outstanding unvested stock options will vest and, together with already vested
options, will be exercisable for the remainder of the original term of each
grant, and restrictions on restricted stock will lapse.

In the event of any termination described above, Mr. Armstrong or his
estate will also be entitled to the unpaid balance of any incentive awards for
completed performance periods, any expense reimbursements due to him and other
benefits in accordance with applicable plans and programs. If Mr. Armstrong's
employment is terminated on or prior to November 18, 2004, he will also be
provided with financial counseling services for a two-year period following
termination. In the event that any payments due to Mr. Armstrong under the
Agreement are determined to constitute a payment under Section 280G of the
Internal Revenue Code and such payment is subject to excise tax under Section
4999 of the Internal Revenue Code, the Company will provide Mr. Armstrong with a
tax gross-up payment to negate the excise tax.

If Mr. Armstrong retires from his position as Non-Executive Chairman
between January 1, 2004 and the 2004 annual meeting of shareholders, he will
retain all his restricted stock, restricted stock units, long-term incentives
and outstanding stock options and the Company will offer to enter into a
consulting agreement with him for a period ending on the one year anniversary of
the 2005 annual meeting of shareholders of the Company.

Noncompetition and Confidentiality. Under the Agreement, Mr. Armstrong has
agreed not to compete with the Company during his employment and for two years
after termination of his employment. The Agreement also requires him to maintain
the confidentiality of certain information of the Company at all times during
his employment and after termination of his employment.

Change in Control. If Mr. Armstrong's employment is terminated following a
Change in Control (as defined in the Agreement), the noncompetition provisions
described above will terminate. In addition, all outstanding equity-based awards
will vest and become exercisable and be paid out, as applicable.

Certain Related Party Transactions

Mr. Bonovitz, a director of the Company, is Chairman and Chief Executive
Officer of the law firm Duane Morris LLP which provided services to Old Comcast
and the Company during fiscal year 2002. Except for the completion of work in
progress, the Company does not expect to retain Duane Morris LLP during fiscal
year 2003.

Mr. Anstrom, a director of the Company, is the President and Chief
Operating Officer of Landmark Communications, Inc., the parent company of The
Weather Channel. In 2002, Old Comcast and the Company paid $10,623,089 in
programming fees for carriage of The Weather Channel and Weatherscan Local.

PROPOSAL ONE

TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors, upon the recommendation of the Audit Committee of
the Board of Directors, has appointed the firm of Deloitte & Touche LLP, which
served as the Company's independent auditors for the last fiscal year, to serve
as the Company's independent auditors with respect to the consolidated financial
statements of the Company for 2003. The Board of Directors has determined to
request the shareholders to ratify such appointment, although shareholder
ratification is not required. A representative of Deloitte & Touche LLP is
expected to be present at the meeting and will have the opportunity to make a
statement if he or she desires to do so. The representative is also expected to
be available to respond to appropriate questions of shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT AUDITORS.

The following table sets forth the fees incurred by the Company for the
services of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu
and their respective affiliates in 2002 and 2001.

2002 2001
---------------- ----------------
(in millions)
Audit Fees $4.5 $2.4
Audit Related Fees .3 .2
Tax Fees 1.2 .8
Other Fees - .2
---- ----
$6.0 $3.6
==== ====

Audit Fees consist of services rendered to the Company and its subsidiaries
for the audit of the Company's annual financial statements, reviews of the
Company's quarterly financial statements, consents, assistance with, and review
of documents filed with the Securities and Exchange Commission, comfort letters
and statutory audits.

Audit Related Fees consist of due diligence and related services on
acquisitions, employee benefit plan audits and accounting consultations.

Tax Fees consist of domestic and foreign tax compliance, tax consultation,
tax examination assistance, expatriate administration and tax preparation.

Other Fees in 2001 consist of information technology consulting, none of
which are related to design or implementation of financial information systems.

Report of the Audit Committee

The Audit Committee of the Board of Directors (the "Audit Committee") is
composed entirely of independent directors as defined in the listing standards
of the National Association of Securities Dealers, Inc. The key responsibilities
of the Audit Committee are set forth in its Charter, which was adopted by the
Audit Committee and approved by the Board of Directors.

The Audit Committee serves in an oversight capacity and is not intended to
be part of the Company's operational or managerial decision-making process. The
Company's management is responsible for preparing the Company's consolidated
financial statements, and its independent auditors are responsible for auditing
the consolidated financial statements. The principal purpose of the Audit
Committee is to monitor these processes.

In this context, the Audit Committee met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis, and the Audit Committee has reviewed and discussed the consolidated
financial statements with management and the independent auditors. The Audit
Committee discussed with the independent auditors matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication With Audit
Committees), as amended.

The Audit Committee discussed with the independent auditors the auditors'
independence from the Company and its management, including the matters in the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions With Audit Committees). The Audit Committee has also
considered whether the independent auditors' provision of non-audit related
services to the Company is compatible with maintaining the auditors'
independence.

The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee met with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee has recommended to the Board of Directors, and the Board of Directors
has approved, that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002, for filing with
the Securities and Exchange Commission.

The Audit Committee has recommended and the Board of Directors has
approved, subject to shareholder ratification, the selection of the Company's
independent auditors.

Members of the Audit Committee
J. Michael Cook (Chair)
S. Decker Anstrom
Kenneth J. Bacon
Joseph L. Castle, II
Dr. Judith Rodin
Michael I. Sovern

PROPOSAL TWO

(A) TO APPROVE THE 2003 STOCK OPTION PLAN

On February 26, 2003, the Board of Directors adopted the 2003 Stock Option
Plan (the "2003 Stock Option Plan" or the "Plan"). Under the Company's 2002
Stock Option Plan there remain available, as of February 28, 2003, approximately
4,250,000 shares of Class A Common Stock ("Shares") for the grant of options.
Based on the Company's customary option granting practices, this number will be
insufficient to provide for grants expected to be made over the next two to four
years. The Company has adopted the Plan to provide for the anticipated needed
number of shares in addition to those remaining available under the 2002 Stock
Option Plan.

The Company is seeking shareholder approval of the Plan. Under current
Nasdaq rules, shareholder approval is required to grant options under the Plan
to the Company's executive officers and non-employee directors; under current
federal income tax law, shareholder approval is required for the Company to
grant incentive stock options under the Plan. If the Plan is not approved by the
shareholders, it will remain in effect as a broad-based plan under which the
Company will be permitted to grant non-qualified stock options to employees
other than executive officers. (See "Types of Awards" below for a description of
the terms "incentive" options and "non-qualified" options.)

Description of the 2003 Stock Option Plan

The following is a summary of the material features of the 2003 Stock
Option Plan. The following summary does not purport to be complete and is
qualified in its entirety by reference to the terms of the 2003 Stock Option
Plan, a copy of which is attached hereto as Exhibit A.

Types of Awards. The 2003 Stock Option Plan provides for the grant of
options to purchase Shares. Subject to shareholder approval, options granted may
be incentive stock options as defined under Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code") ("ISOs"). Options which do not
qualify as ISOs and are referred to as non-qualified stock options (together
with ISOs, "Options") may also be granted under the Plan. If shareholders do not
approve the Plan at this annual meeting, Options granted before the date of the
annual meeting which were designated as ISOs (if any) will be treated as
non-qualified Options. The Plan also provides for the grant of tandem cash
rights, which are rights to receive an amount in cash equal to the difference
between the fair market value of a Share on the day the related Option is
exercised and the exercise price of such Option. Individuals who receive Options
are referred to as "Optionees".

Eligibility. Employees of the Company and its subsidiaries are eligible to
receive awards under the Plan. Officers and non-employee directors of the
Company will be eligible to receive awards under the Plan, subject to
shareholder approval. ISOs, the grant of which is subject to shareholder
approval, may only be granted to employees of the Company and its subsidiaries.
As of February 26, 2003, the date the Plan was adopted, approximately 6,400
employees, including the Company's executive officers, were eligible to
participate in the 2003 Stock Option Plan. As of February 26, 2003, options
under the Plan had only been granted to non-executive officer employees.

The maximum number of Shares for which Options may be granted to any single
individual in any calendar year is 10 million shares, subject to adjustment in
the event of certain corporate events.

Shares Subject to the Plan. The aggregate number of Shares that may be
issued under the 2003 Stock Option Plan is 70 million Shares, subject to
adjustment in the event of certain corporate events. Shares deliverable under
the Plan may consist of either treasury Shares or Shares originally issued for
such purpose. If an Option granted under the 2003 Stock Option Plan expires or
terminates without having been exercised in full, the Shares subject to such
Option will be available again for grant under the Plan. As of March 7, 2003,
the fair market value of a share of Class A Common Stock was $[ ].

Term of the Plan. The 2003 Stock Option Plan will terminate no later than
February 25, 2013.

Administration. The 2003 Stock Option Plan will be administered by the
Compensation Committee (the "Committee") of the Board of Directors (the "Board")
or any other committee or subcommittee designated by the Board, provided such
committee or subcommittee is composed of two or more non-employee members of the

Board, each of whom is an "outside director" within the meaning of the Code.
Currently, the Committee administers the 2003 Stock Option Plan. The Committee
may delegate to an officer of the Company or a committee of two or more officers
of the Company its discretion under the Plan to make grants of Options to
purchase a number of Shares not to exceed 50,000 to any eligible employee who,
at the time of grant, has a base salary of less than $250,000.

The Committee has the authority to interpret the terms of the Plan and make
and amend rules relating to the Plan. It also has the authority to select
individuals to whom awards will be granted, to determine the terms and
conditions of awards (other than the terms and conditions of Options granted to
non-employee directors, which terms will be determined by the Board) and to
determine the number of Shares issuable upon exercise of each Option. Under
certain circumstances, the Committee may have the power to accelerate the
exercise date of outstanding Options.

Adjustments. In the event that Shares are exchanged for a different number
or kind of shares of the Company through merger, recapitalization, stock
dividend, stock split or other similar capital adjustments, the Board will make
such adjustments as it deems appropriate. The Board's determination will be
binding for all purposes of the Plan.

Terms of Options.

Exercise Price. The exercise price for each Option will be determined by
the Committee, but will not be less than 100% of the fair market value of a
Share on the date of grant for any ISO. If an ISO is granted to a ten percent
shareholder of the Company (as defined in the Plan), the exercise price will be
at least 110% of the fair market value of a Share on the date of grant.

Method of Exercise. Options will be exercisable in such manner as
determined by the Committee. Payment of the exercise price for an Option may be
made in cash, by certified check, or at the election of the Optionee and upon
Committee approval, by delivering or attesting to Shares which meet the
conditions specified in the Plan. In addition, under rules promulgated by the
Company, Optionees may be allowed to defer the receipt of Shares upon exercise
of an Option.

Limits on Exercisability. No Option will be exercisable after the
expiration of ten years from the date an Option is granted (five years with
respect to an ISO held by an Optionee who is a ten percent shareholder of the
Company). Options will be exercisable at such times as determined by the
Committee, but generally an Option will expire on the first to occur of: (i) 90
days after the date of a termination of employment for any reason other than
disability, death or "Cause" (as defined in the Plan); provided that the
Committee may specify in the document governing the option that an Option may be
exercisable during a longer period after the Optionee ceases to be an employee,
but in no event later than the expiration of the Option term specified in such
document; (ii) one year after the date of termination of employment due to death
or disability; or (iii) termination of employment for "Cause". In the event of
such a termination for "Cause", in addition to immediate termination of the
Option, the Optionee, upon a determination by the Committee, will forfeit all
Shares resulting from the exercise of an Option for which the Company has not
yet delivered stock certificates, upon refund by the Company of the exercise
price of the Option.

Options that are granted to certain employees of the Company, including the
executive officers named under the heading "Executive Compensation," provide
that in the event of death or disability (as defined in the 2003 Stock Option
Plan) the Options will vest fully and remain exercisable for the remaining term.

Cash Rights. The 2003 Stock Option Plan provides that the Committee may, in
its sole discretion, give an Optionee the right to receive the value of any
non-qualified Option in cash upon exercise of the Option rather than to pay the
exercise price of the Option and receive Shares. Such rights are subject to the
same vesting, expiration and transferability terms as the Options to which they
are attached. Cash rights may only be granted in connection with Options and may
not be exercised separately. Officers are not eligible to receive cash rights
under the Plan.

Transferability. In general, Options are not transferable by the Optionee
except by will or by the laws of descent and distribution, and, during the
lifetime of the Optionee, Options may be exercised only by the Optionee.
However, the 2003 Stock Option Plan provides that the Committee may, in its
discretion, provide that Options may

be transferred to members of the Optionee's immediate family, or certain
family trusts or partnerships, provided that such transfer is without
consideration.

Withholding. Unless otherwise determined by the Committee, generally any
tax liabilities incurred in connection with the exercise of a non-qualified
stock option will be satisfied by the Company's withholding a portion of the
Shares underlying the Option that have a fair market value approximately equal
to the minimum amount of taxes required to be withheld by the Company under
applicable law. Subject to certain conditions specified in the Plan, an Optionee
may elect to have taxes withheld in excess of the minimum amount required to be
withheld or may satisfy his or her tax withholding in cash. Tax liabilities
incurred in connection with the exercise of an ISO will be satisfied by the
Optionee's payment to the Company of an amount in cash equal to all taxes
required to be withheld, unless otherwise determined by the Committee.

Terminating Events. In the event of the liquidation of the Company or a
transaction or series of transactions in which an unaffiliated third party
acquires share ownership such that this person has the ability to direct the
management of the Company, as determined by the Board in its sole discretion,
the Committee may provide that the Option will become exercisable in full or the
Company may provide that an Optionee must exercise any then exercisable Options
or forfeit such Options.

Amendment or Termination. The Board or the Committee may amend the 2003
Stock Option Plan from time to time in such manner as it may deem advisable.
However, amendments to change the class of individuals eligible to receive ISOs,
extend the expiration date of the 2003 Stock Option Plan, decrease the minimum
exercise price of an ISO or increase the maximum number of Shares for which
Options may be granted (other than as a result of adjustments due to certain
corporate events) are not effective unless shareholder approval is obtained
within twelve months before or after such action. The Board or Committee may not
reduce the exercise price of an outstanding Option without shareholder approval,
except as described above under "Adjustments".

New Plan Benefits. Future grants of Options, if any, that will be made to
eligible participants are subject to the discretion of the Committee and,
therefore, are not determinable at this time. The following table reflects the
number of Options which have been granted under the Plan as of February 26,
2003, the effective date of the Plan.

2003 Stock Option Plan

Number of
Name and Position(1) Options
----------------------------------------------------------------------------------------- ----------

Brian L. Roberts
CEO and President.................................................................... 0
Ralph J. Roberts
Chairman of the Executive and Finance Committee of the Board of Directors............ 0
Stephen B. Burke
Executive Vice President; President, Cable Division.................................. 0
Lawrence S. Smith
Co-Chief Financial Officer; Executive Vice President................................. 0
John R. Alchin
Co-Chief Financial Officer; Executive Vice President and Treasurer................... 0
Julian A. Brodsky
Vice Chairman........................................................................ 0
All executive officers as a group ...................................................... 0
All non-employee directors as a group................................................... 0
Company employees other than executive officers, as a group ............................ 9,198,278
----------------------------------------------------------------------------------------- ----------

(1) Executive officers of the Company received grants in 2003 under the 2002
Stock Option Plan.

Federal Income Taxation

The following discussion is a summary of the material U.S. federal income
tax consequences of Options granted under the 2003 Stock Option Plan.

Incentive Stock Options. Neither the grant nor the exercise of an ISO will
be a taxable event, except that the alternative minimum tax may apply at the
time of exercise.

The Optionee will recognize long-term capital gain or loss on a disposition
of Shares acquired upon exercise of an ISO provided the Optionee does not
dispose of such Shares within two years from the date the ISO was granted and
within one year after the Shares were transferred to the Optionee. For purposes
of determining such gain or loss, the Optionee's basis in such Shares will, in
general, be the exercise price of such Option. If the Optionee satisfies both of
the holding periods described above, then the Company will not be allowed a
deduction by reason of the exercise of the ISO.

If the Optionee disposes of the Shares acquired upon exercise before
satisfying the holding period requirements discussed above (a "disqualifying
disposition"), his or her gain recognized on the disqualifying disposition will
be taxed as ordinary income to the extent of the difference between the fair
market value of the Shares on the date of exercise and exercise price of such
Option, and the Company will be entitled to a deduction in this amount. The gain
(if any) in excess of the amount recognized as ordinary income on a
disqualifying disposition will be long-term or short-term capital gain,
depending upon the length of time the recipient held the Shares.

Non-qualified Options. The grant of a non-qualified option will not be a
taxable event. The Optionee generally will recognize ordinary income upon
exercise of the non-qualified Option, in an amount equal to the excess of the
fair market value of the Shares received at the time of exercise (including
option Shares withheld by the Company to satisfy tax withholding obligations)
over the exercise price of the non-qualified Option, and the Company will be
allowed a deduction in this amount.

Upon disposition of the Shares received upon exercise, the Optionee will
recognize long-term or short-term capital gain or loss, depending upon the
length of time he or she held such Shares. The amount of long-term or short-term
capital gain or loss recognized by the Optionee upon disposition of the Shares
will be an amount equal to the difference between the amount realized on the
disposition and the Optionee's basis in the Shares (which basis is ordinarily
the fair market value of the Shares on the date the Option was exercised).

Special tax rules may apply if an Optionee uses previously owned Shares to
pay the exercise price of an Option or defers receipt of Shares upon exercise of
an Option.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE 2003 STOCK OPTION PLAN.

PROPOSAL TWO

(B) TO APPROVE THE AMENDED AND RESTATED 2002 RESTRICTED STOCK PLAN

On October 29, 2002, the Board of Directors of Old Comcast amended and
restated the 1990 Restricted Stock Plan, which was approved by shareholders on
June 26, 1991, and adopted the amended and restated plan as the 2002 Restricted
Stock Plan. The adoption of the 2002 Restricted Stock Plan was ratified by the
Board of Directors on November 20, 2002. On March 3, 2003, the Compensation
Committee of the Board of Directors approved an amendment to the 2002 Restricted
Stock Plan to increase the number of shares available for issuance under this
plan from 9,750,000 shares to 10,750,000 shares (the plan, as so further
amended, the "2002 Restricted Stock Plan" or the "Plan"). The Board of Directors
has decided to present the Plan for shareholder approval. If the 2002 Restricted
Stock Plan is not approved, the Company will not be able to make the proposed
additional 1,000,000 shares available for issuance under the Plan, but the Plan
will otherwise remain in effect.

Description of the 2002 Restricted Stock Plan

The following is a summary of the material features of the 2002 Restricted
Stock Plan. The following summary does not purport to be complete and is
qualified in its entirety by reference to the terms of the 2002 Restricted Stock
Plan, a copy of which is attached hereto as Exhibit B.

Types of Awards. The 2002 Restricted Stock Plan provides for the grant of
awards of restricted stock to management employees of the Company and its
subsidiaries. Awards of restricted stock are rights to receive Company common
stock which are subject to restrictions and a substantial risk of forfeiture
(the "Awards").

Eligibility. Management employees (the "Eligible Employees") of the Company
and its subsidiaries are the only employees eligible to participate in the 2002
Restricted Stock Plan. As of December 31, 2002, the number of persons who were
Eligible Employees was approximately 200.

Shares Subject to the Plan. The aggregate maximum number of shares that may
be issued under the 2002 Restricted Stock Plan is 10,750,000 shares of the
Company's Class A Common Stock, or, with respect to Awards granted before
consummation of the Broadband Acquisition as to which restrictions upon shares
have not lapsed, Class A Special Common Stock (the "Shares"). As of December 31,
2002, of this aggregate amount, 5,948,082 Shares had been issued. The Shares
issued under the 2002 Restricted Stock Plan may be either treasury Shares or
Shares originally issued for such purpose. Shares forfeited pursuant to the
terms of an Award will be available again for grant under the Plan. As of March
7, 2003, the fair market value of a share of Class A Common Stock and Class A
Special Common Stock was $[ ] and [ ], respectively.

Term of the Plan. No Awards may be granted under the Plan after February
26, 2013.

Administration. The 2002 Restricted Stock Plan will be administered by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee has authority to determine who is an Eligible Employee, to select
employees to whom Awards will be granted, to interpret the Plan and to prescribe
and amend rules and regulations relating to the Plan. The Committee may delegate
to an officer of the Company or a committee of two or more officers of the
Company its discretion under the Plan to make grants of Awards to any Eligible
Employee who, at the time of grant, has a base salary of less than $250,000.

Terms of Awards. The Committee will determine the terms and conditions of
each Award, including the period, which generally will extend for at least six
months from the date of grant, during which the recipient of an Award (the
"Grantee") can not sell, transfer, pledge or assign Awards (the "Restrictions")
under the Plan. The Committee will determine the rights which Grantees have with
respect to Awards. When all Restrictions applicable to the Awards lapse, the
Company will deliver to the Grantee a certificate for the number of Shares
without any legend or restrictions (except as necessary to comply with
applicable federal securities laws).

Termination of Employment. Upon termination of employment, all Awards which
are then still subject to Restrictions will be forfeited by the Grantee. With
respect to any Award, the Committee may, in its sole discretion, waive
Restrictions in whole or in part.

Deferral. Each Grantee has the right to defer the receipt, subject to
re-deferral, of any or all of the Shares upon the lapse of Restrictions under
the terms and conditions prescribed by the Committee and the 2002 Restricted
Stock Plan.

Withholding. Unless otherwise determined by the Committee, tax liabilities
incurred in connection with the grant of an Award or the lapse of Restrictions
will be satisfied by the Company's withholding a portion of the Shares subject
to the Award that have a fair market value approximately equal to the minimum
amount of taxes required to be withheld by the Company under applicable law.
Subject to certain conditions specified in the Plan, a Grantee may elect to have
taxes withheld in excess of the minimum amount required to be withheld or may
satisfy his or her tax withholding in cash.

Adjustments. The aggregate number of Shares, the class of Shares as to
which Awards may be granted and the number of Shares covered by each outstanding
Award are subject to adjustment in the event of a stock dividend,
recapitalization or certain other corporate transactions. The Committee's
determination with respect to adjustment is final and conclusive.

Terminating Events. In the event of the liquidation of the Company or a
transaction or series of transactions in which an unaffiliated third party
acquires share ownership such that this person has the ability to direct the
management of the Company, as determined by the Board of Directors in its sole
discretion, the Committee may provide that upon consummation of such an event,
any Restrictions will lapse in full or in part or that all restricted stock
which has been previously deferred be transferred to the Grantee.

Amendment or Termination. The 2002 Restricted Stock Plan may be amended by
the Board of Directors or the Committee and may be terminated by the Board of
Directors at any time. No Award will be affected by any such amendment or
termination without the written consent of the Grantee.

New Plan Benefits. Future grants of Awards, if any, that will be made to
Eligible Employees are subject to the discretion of the Committee and,
therefore, are not determinable at this time. The following table reflects the
number of Awards which were granted in 2002.

2002 Stock Option Plan

Number of
Name and Position Shares
----------------------------------------------------------------------------------------- ----------

Brian L. Roberts
CEO and President.................................................................... 0
Ralph J. Roberts
Chairman of the Executive and Finance Committee of the Board of Directors............ 0
Stephen B. Burke
Executive Vice President; President, Cable Division.................................. 0
Lawrence S. Smith
Co-Chief Financial Officer; Executive Vice President................................. 0
John R. Alchin
Co-Chief Financial Officer; Executive Vice President and Treasurer................... 0
Julian A. Brodsky
Vice Chairman........................................................................ 0
All executive officers as a group ...................................................... 0
All non-employee directors as a group................................................... 0
Company employees other than executive officers, as a group ............................ 60,560
----------------------------------------------------------------------------------------- ----------

Federal Income Taxation

The following discussion is a summary of the material U.S. federal income
tax consequences of restricted shares granted under the 2002 Restricted Stock
Plan.

Generally, the grant of an Award is not a taxable event. The Grantee will
recognize ordinary compensation income in each year in which Restrictions lapse,
equal to the fair market value of the Shares as to which Restrictions lapse. The
fair market value of the Shares at the time Restrictions lapse generally will be
equal to their then current market price. A Grantee's basis for determining gain
or loss on a subsequent disposition of such Shares will be the amount which the
Grantee must include in income when the Restrictions lapse. Any gain or loss
recognized on a disposition of the Shares generally will be short-term or
long-term capital gain or loss depending on the length of time the Grantee holds
the Shares.

A Grantee who makes a proper election to defer the receipt of Shares will
not recognize income with respect to the Shares until the end of the deferral
period. At the end of the deferral period, the Grantee will recognize ordinary
compensation income equal to the fair market value of the Shares at that time.

Section 83(b) Election. If a Grantee properly makes an election pursuant to
section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee will
recognize ordinary compensation income equal to the fair market value of the
Shares at the time the Shares are awarded, without taking into account the
effect of the Restrictions on such Shares. The Grantee's basis for determining
gain or loss on a subsequent disposition of Shares will be the amount which the
Grantee so included in income. Any gain or loss recognized by the Grantee on a
disposition of Shares which were subject to the section 83(b) election will be
short-term or long-term capital gain or loss, depending on the length of time
the Grantee holds the Shares. If, however, the Grantee forfeits any Shares upon
a termination of employment prior to the time the Restrictions lapse, the
Grantee will generally not be entitled to deduct any loss upon such forfeiture
even though the Grantee may have been required to include an amount in income by
virtue of a section 83(b) election.

At the time income is recognized by the Grantee, the Company will be
entitled to a corresponding deduction.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE AMENDED AND RESTATED 2002 RESTRICTED STOCK PLAN.

PROPOSAL TWO

On October 29, 2002, the Board of Directors of Old Comcast amended and
restated the 2001 Employee Stock Purchase Plan, which was approved by
shareholders on June 6, 2001, and adopted the amended and restated plan as the
2002 Employee Stock Purchase Plan (the "Stock Purchase Plan" or the "Plan"). The
adoption of the Plan was ratified by the Board of Directors on November 20,
2002. The Stock Purchase Plan is intended to meet the requirements of Section
423 of the Internal Revenue Code of 1986, as amended (the "Code").

As part of the amendment and restatement of the Plan, the Plan was amended
to permit employees of the Company and its subsidiaries, including the former
AT&T Broadband Corp. and its subsidiaries, to participate in the Plan. The
Company is seeking shareholder approval of this amendment. If the proposed
amendment is not approved, the Company will not be able to extend the benefits
of participation in the Plan to employees of the former AT&T Broadband Corp. and
its subsidiaries, but the Plan will otherwise remain in effect.

Description of the Stock Purchase Plan

The following is a summary of the material features of the Stock Purchase
Plan. The following summary does not purport to be complete and is qualified in
its entirety by reference to the terms of the Stock Purchase Plan, a copy of
which is attached hereto as Exhibit C.

Eligibility. A full-time employee of the Company or a participating
subsidiary is eligible to participate in the Stock Purchase Plan if he or she
has been continuously employed for at least 90 days as of the first day of an
offering period. A part-time employee is eligible to participate in the Stock
Purchase Plan if he or she has been continuously employed for at least one year
as of the first day of an offering period. Any eligible employee who, after
purchasing shares under the Stock Purchase Plan, would own 5 percent or more of
the Company's stock is not eligible to purchase additional shares under the
Stock Purchase Plan. As of December 31, 2002, approximately 60,600 employees,
including the Company's executive officers other than the CEO and Mr. Ralph J.
Roberts, were eligible to participate in the Stock Purchase Plan.

Shares Subject to the Plan. In the aggregate 4,250,000 shares of Class A
Common Stock and, with respect to the offering period beginning on October 1,
2002, Class A Special Common Stock (the "Shares") are available for purchase
under the Stock Purchase Plan, subject to adjustment in the event of certain
corporate events. Shares deliverable under the Plan may consist of either
treasury Shares or Shares originally issued for such purpose. As of March 7,
2003, the fair market value of a share of Class A Common Stock and Class A
Special Common Stock was $[ ] and $[ ], respectively.

Administration. The Stock Purchase Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"). The Board of Directors
and the Committee have authority to interpret the Stock Purchase Plan,
prescribe, amend and rescind rules and regulations relating to it and make all
other determinations deemed necessary or advisable in administering the Stock
Purchase Plan.

Adjustments. In the event that Shares are exchanged for a different number
or kind of shares of the Company through merger, recapitalization, stock
dividend, stock split or other similar capital adjustments, the Board or the
Committee will make such adjustments as it deems appropriate. The Board or the
Committee's determination will be binding for all purposes of the Plan.

Participation in the Plan. The Stock Purchase Plan enables eligible
employees to purchase Shares during certain offering periods, which generally
encompass a calendar quarter. To become a participant (a "Participant") in the
Stock Purchase Plan, an eligible employee must file an election form with the
Committee in accordance with the terms and conditions set forth in the Plan. On
his or her election form, the Participant will designate the percentage of
eligible compensation (which can be no more than 10% with respect to each
offering period) he or she would like to have credited to his or her account
under the Plan. No participant can have more than $10,000 in each calendar

year deducted from his or her compensation. At the end of each offering period,
amounts credited to this account will be used to purchase whole Shares. Shares
so purchased will be credited to a brokerage account established by the Company.
The purchase price per Share will be 85% of the lesser of the fair market value
per Share on the first day of the offering period or of the fair market value
per Share on the last day of the offering period.

During an offering period, payroll deductions may not be changed. A
Participant may discontinue his or her participation in the Stock Purchase Plan
by providing a termination form at any time before the end of an offering
period. All amounts then credited to such Participant's account shall be paid as
soon as practicable following receipt of the Participant's termination form, and
no further payroll deductions will be made with respect to the Participant. Upon
termination of employment, all amounts credited to a Participant's account will
be delivered to the Participant or his or her successor in interest (in the case
of death). No interest will be paid with respect to payroll deductions made or
amounts credited to any account under the Stock Purchase Plan.

Transferability. An employee's rights under the Stock Purchase Plan may not
be transferred or assigned to any other person during the employee's lifetime.
After Shares have been issued under the Stock Purchase Plan and credited to an
employee's brokerage account under the Stock Purchase Plan, such Shares may be
assigned or transferred in the same manner as any other Shares.

Amendment or Termination. The Board of Directors or the Committee has the
right to amend, modify or terminate the Stock Purchase Plan at any time without
notice, provided that, upon any termination, all Shares or unapplied payroll
deductions will be distributed to Participants, and provided further, that no
amendment will affect the right of a Participant to receive his or her
proportionate interest in the shares or unapplied payroll deductions.
Shareholder approval will be obtained for a Plan amendment if required by
applicable law.

New Plan Benefits. Because benefits under the Stock Purchase Plan depend on
employees' elections to participate in the Plan and the fair market value of the
Shares at various future dates, it is not possible to determine future benefits
that will be received by executive officers and other employees under the Plan.
Non-employee directors are not eligible to participate in the Stock Purchase
Plan. Under Section 423 of the Code, an eligible employee who participates in
the Stock Purchase Plan may not purchase Shares in any calendar year with a
maximum fair market value exceeding $25,000.

Federal Income Taxation

The following discussion is a summary of the material U.S. federal income
tax consequences of participation in the Stock Purchase Plan.

Under the Code, a Participant will not realize income at the time the
offering period commences or when the Shares purchased under the Stock Purchase
Plan are transferred to him or her. If a Participant disposes of such Shares
after two years from the date the offering of such Shares commences and after
one year from the date of the transfer of such Shares to him or her, the
Participant will be required to include in income, as compensation for the year
in which such disposition occurs, an amount equal to the lesser of (1) the
excess of the fair market value of such Shares at the time of the disposition
over the purchase price, or (2) the excess of the fair market value of the
Shares at the commencement of the offering period over the purchase price at
such time. The Participant's basis in the Shares disposed of will be increased
by an amount equal to the amount so includable in his or her income as
compensation, and any gain or loss computed with reference to such adjusted
basis which is recognized at the time of the disposition should be treated as
long-term capital gain or loss. In such event, the Company will not be entitled
to any tax deduction.

If a Participant disposes of Shares purchased under the Stock Purchase Plan
within such two-year or one-year period, the employee will be required to
include in income, as compensation for the year in which such disposition
occurs, an amount equal to the excess of the fair market value of such Shares on
the date of purchase over the purchase price. The employee's basis in such
Shares disposed of will be increased by an amount equal to the amount includable
in his or her income as compensation, and any gain or loss computed with
reference to such adjusted basis which is recognized at the time of disposition
will be a capital gain or loss, either short-term or long-term, depending on the
holding period for such Shares. In the event of a disposition within such
two-year or one-

year period, the Company will be entitled to a deduction equal to the amount
which the Participant is required to include in income as a result of such
disposition.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE AMENDED AND RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL TWO

(D) TO APPROVE THE 2002 SUPPLEMENTAL CASH BONUS PLAN

On July 9, 2002, the Compensation Committee of Old Comcast approved a
supplemental bonus arrangement in anticipation of, and contingent on, the
closing of the Broadband Acquisition and subsequently amended this arrangement
on November 15, 2002. On February 26, 2003, the Compensation Committee of the
Board of Directors formalized the arrangement as the 2002 Supplemental Cash
Bonus Plan (the "2002 Supplemental Cash Bonus Plan" or the "Plan"), to
memorialize the amounts authorized for payment under the arrangement with
respect to 2002, and in anticipation of the payment of additional bonus amounts
with respect to calendar years beginning after 2002. The purpose of the 2002
Supplemental Cash Bonus Plan is to provide the Company's senior management with
an incentive to accomplish such business objectives as from time to time may be
determined by the Compensation Committee of the Board of Directors, including,
but not limited to the integration of the business of the former AT&T Broadband
Corp.

The Board of Directors has decided to present the 2002 Supplemental Cash
Bonus Plan for shareholder approval with respect to amounts that may become
payable under the Plan for calendar years beginning after 2002. If the Plan is
so approved, amounts paid on satisfaction of the quantitative performance
standards will be treated as qualified performance-based compensation, and will
be deductible to the Company for federal income tax purposes. If the Plan is not
approved, no cash bonuses attributable to the satisfaction of the quantitative
performance standards will be paid under the Plan with respect to calendar years
beginning after 2002, but the Plan will otherwise remain in effect.

Description of the 2002 Supplemental Cash Bonus Plan

The following is a summary of the material features of the 2002
Supplemental Cash Bonus Plan. The following summary does not purport to be
complete and is qualified in its entirety by reference to the terms of the 2002
Supplemental Cash Bonus Plan, a copy of which is attached hereto as Exhibit D.

Types of Awards. The 2002 Supplemental Cash Bonus Plan provides for the
payment of supplemental cash bonuses to management employees of the Company and
its subsidiaries. Awards (the "Target Awards") under the 2002 Supplemental Cash
Bonus Plan are rights to receive lump sum cash bonuses.

Eligibility. Management employees (the "Eligible Employees") of the Company
and its subsidiaries, as determined by the Compensation Committee of the Board
of Directors (the "Committee"), are eligible to participate in the 2002
Supplemental Cash Bonus Plan. As of December 31, 2002, the number of persons who
were Eligible Employees was approximately 250.

Amount Subject to the Plan. For calendar years beginning after 2002, Target
Awards under the 2002 Supplemental Cash Bonus Plan will be expressed as a
percentage of an Eligible Employee's base salary. The maximum amount payable to
any Eligible Employee with respect to any calendar year under the Plan is $5
million. Awards for 2002 have already been approved by the Board of Directors.

Term of the Plan. No awards will be made under the 2002 Supplemental Cash
Bonus Plan with respect to any calendar year beginning after December 2012.

Administration. The 2002 Supplemental Cash Bonus Plan will be administered
by the Committee. The Committee has authority to determine who is an Eligible
Employee, to select employees to whom Target Awards will be granted, to set
applicable performance goals, to determine whether the performance goals have
been satisfied, to interpret the Plan and to prescribe and amend rules and
regulations relating to the Plan. The Committee may delegate to an officer of
the Company or a committee of two or more officers of the Company its discretion
under the Plan to grant a Target Award to any Eligible Employee of the Company
who, at the time of the grant, has a base salary of less than $250,000.

Terms of Awards. The Committee will determine the terms and conditions of
each Target Award. Target Awards will be established for each Eligible Employee
as the percentage of the Eligible Employee's base salary for

a calendar year (or portion thereof, in the case of an Eligible Employee who
commences service within a calendar year) and will become payable following the
close of a calendar year if all of the performance goals established for the
calendar year are satisfied.

The Committee may establish company-wide, division-wide or individual goals
for each calendar year, which may be quantitative performance standards or
qualitative performance standards. The quantitative performance standards may
include, but not be limited, to financial measurements such as income, expense,
operating cash flow, numbers of customers of or subscribers for various services
and products offered by the Company or a division, customer service measurements
and other objective financial or service-based standards relevant to the
Company's business as may be established by the Committee. The qualitative
performance standards may include, but not be limited to, customer satisfaction,
management effectiveness, workforce diversity and other qualitative performance
standards relevant to the Company's business. For each calendar year, the
performance goals will be established by the Committee by not later than the
90th day of the year. After the close of the calendar year, the Committee will
also determine whether the performance goals have been satisfied.

In addition, the Committee may pay such additional amounts based on the
satisfaction of performance standards as it may determine to be appropriate,
whether or not previously designated as a performance standard.

The Committee has established the following performance targets for 2003 as
follows:

(1) 25% of the Target Award (expressed as a percentage of the base
salary for the 2003 calendar year) shall be payable if the entire cable division
has $6.25 billion or more in operating cash flow. This part of the Target Award
for 2003 will not be paid if the cable division's operating cash flow is less
than $6.25 billion;

(2) the applicable percentage of the Target Award shall be payable
if, as of December 31, 2003, the entire cable division has the number of basic
cable subscribers indicated in the following table:

Applicable Percentage of Target Award Number of Subscribers as of December 31, 2003
--------------------------------------------------------- ---------------------------------------------

25% 21,280,000 or more
22.5% 21,255,000 or more but less than 21,280,000
20% 21,230,000 or more but less than 21,255,000
0% less than 21,230,000

(3) the applicable percentage of the Target Award shall be payable if,
as of December 31, 2003, the entire cable division has the number of high speed
data subscribers indicated in the following table:

Applicable Percentage of Target Award Number of Subscribers as of December 31, 2003
--------------------------------------------------------- ---------------------------------------------

15% 4,880,000 or more
13.5% 4,855,000 or more but less than 4,880,000
12% 4,830,000 or more but less than 4,855,000
0% less than 4,830,000

(4) 15% of the Target Award shall be payable if, for 2003, 80% or more
of customer service telephone calls are answered in 30 or fewer seconds. This
part of the Target Award for 2003 will not be paid if less than 80% of customer
service telephone calls are answered in 30 or fewer seconds;

(5) Up to 10% of the Target Award shall be payable if, in the judgment
of the Committee, the Company has improved the profitability of the Company's
digital service and telephony service; and

(6) Up to 10% of the Target Award shall be payable if, in the judgment
of the Committee, the Company has improved the quality of its management and
made progress towards increasing the extent of diversity of its workforce.

In addition, the Committee has determined that if, for the calendar year
2003, the entire cable division has more than $6.25 billion of operating cash
flow, the Committee may, in its sole discretion, authorize the payment of an
additional Target Award.

The Committee may establish different goals and different criteria for
calendar years beginning after 2003 in its discretion, without obtaining
additional shareholder approval.

Termination of Employment. Upon termination of employment during a calendar
year, a participant will forfeit the Target Award for that calendar year in
full.

Withholding. All payments of cash under the 2002 Supplemental Cash Bonus
Plan will be subject to withholding of all applicable federal, state, local or
other taxes, as determined by the Company.

Terminating Events. In the event of the liquidation of the Company or a
transaction or series of transactions in which an unaffiliated third party
acquires share ownership such that this person has the ability to direct the
management of the Company, as determined by the Board of Directors in its sole
discretion, the Committee may provide that as soon as practicable following the
completion of such an event, a pro-rated portion (reflecting the portion of the
calendar year elapsed to the date of the completion of such transaction or
transactions) of Target Awards under the 2002 Supplemental Cash Bonus Plan shall
be paid in cash.

Amendment or Termination. No Target Awards shall be granted for any period
commencing after December 31, 2012. The Plan may be terminated by the Board of
Directors or the Committee at any time. The Plan may be amended by the Board of
Directors or the Committee at any time. No Target Award shall be affected by any
such termination or amendment without the written consent of the Grantee.

New Plan Benefits. The following table reflects the targets which have been
established with respect to Target Awards to be granted under the Plan in 2003.

2002 Supplemental Cash Bonus Plan

Name and Position % of Base Salary
----------------------------------------------------------------------------------------- ----------------

Brian L. Roberts
CEO and President.................................................................... 150
Ralph J. Roberts
Chairman of the Executive and Finance Committee of the Board of Directors............ 50
Stephen B. Burke
Executive Vice President; President, Cable Division.................................. 50
Lawrence S. Smith
Co-Chief Financial Officer; Executive Vice President................................. 50
John R. Alchin
Co-Chief Financial Officer; Executive Vice President and Treasurer................... 50
Julian A. Brodsky
Vice Chairman........................................................................ --
All executive officers as a group ...................................................... 0-150
All non-employee directors as a group................................................... --
Company employees other than executive officers, as a group ............................ 5-50
----------------------------------------------------------------------------------------- ----------

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE 2002 SUPPLEMENTAL CASH BONUS PLAN.

PROPOSAL TWO

(E) TO APPROVE THE AMENDED AND RESTATED 2002
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN (STOCK PROGRAM)

On November 20, 2002, the Board of Directors adopted the 2002 Non-Employee
Director Compensation Plan (the "2002 Non-Employee Director Compensation Plan"
or the "Plan"). The Plan was amended and restated effective February 26, 2003.
The purpose of the 2002 Non-Employee Director Compensation Plan is to provide
non-employee directors of the Company with compensation for services to the
Company. The Company is seeking shareholder approval only of those provisions of
the Plan relating to the grant of stock options (to the extent not otherwise
approved by shareholders) or the payment of Company stock. If the Plan is not
approved, the Company will not be able to grant stock options (unless otherwise
approved by shareholders) or provide for the payment of shares to its
non-employee directors under the terms described below, but the cash
compensation provisions of the Plan will otherwise remain in effect.

Description of the 2002 Non-Employee Director Compensation Plan

The following is a summary of the material features of the 2002
Non-Employee Director Compensation Plan. The following summary does not purport
to be complete and is qualified in its entirety by reference to the terms of the
2002 Non-Employee Director Compensation Plan, a copy of which is attached hereto
as Exhibit E.

Eligibility. All Non-Employee Directors of the Company (as defined below)
are participants in the Plan. A Non-Employee Director is an individual who is a
member of the Board of Directors, and who is not an employee of the Company,
including an individual who is a member of the Board of Directors and who
previously was an employee of the Company.

Director Compensation. Under the 2002 Non-Employee Director Compensation
Plan, effective January 1, 2003, a Non-Employee Director is entitled to
compensation for services to the Company, in accordance with the following
table:

Director Annual Retainer............................. $50,000
Board Meeting Fee.................................... $2,000
Audit Committee Annual Retainer - Chair.............. $20,000
Compensation Committee Annual Retainer - Chair....... $10,000
Other Committee Annual Retainer - Chair.............. $5,000
Audit Committee Annual Retainer - Member............. $10,000
Compensation Committee Annual Retainer - Member...... $5,000
Other Committee Annual Retainer - Member............. $2,500
Committee Meeting Fee - Audit Committee.............. $2,500
Committee Meeting Fee - Compensation Committee....... $2,500
Committee Meeting Fee - Other Committee.............. $1,000
Annual Stock Option Grant...........................7,500 shares

Annual retainer fees are payable quarterly in arrears to a Non-Employee
Director with one or more days of applicable service on the Board of Directors
or a committee of the Board in a calendar quarter.

Stock Options; New Plan Benefits. Each Non-Employee Director in service on
November 20, 2002 received a grant of non-qualified stock options to purchase
7,500 shares of Class A Common Stock under the 2002 Stock Option Plan. Each
Non-Employee Director who is in service on November 20 of any calendar year
beginning after 2002 will also receive a grant of non-qualified stock options to
purchase 7,500 shares of Class A Common Stock under the Company's then-current
stock option plan. Each Non-Employee Director who joins the Board of Directors
during the year will receive a grant of non-qualified stock options effective on
the date of commencement of service in accordance with the following table:

Number of Shares
Subject to Grant of
Non-Qualified
Date of Commencement of Service as a Non-Employee Director Options
------------------------------------------------------------------------------------ -------------------

After November 20 and before the following February 20............................. 7,500
After February 20 and before the following May 20.................................. 5,625
After May 20 and before the following August 20.................................... 3,750
After August 20 and before the following November 20............................... 1,875

Each non-qualified option granted to a Non-Employee Director will (i) generally
be exercisable for 10 years from the date of grant, provided that options, to
the extent then exercisable, shall be exercisable for 90 days following a
termination of service for any reason other than death, disability or attainment
of a mandatory retirement age; (ii) vest and be exercisable in full after six
months from the date of grant, provided that the Non-Employee Director continues
in service for six months from the date of grant; (iii) have an option price
equal to the fair market value of a share of common stock on the date of grant;
and (iv) be subject to such other terms and conditions as determined by the
Board of Directors in its discretion.

Share Election. A Non-Employee Director may elect to receive up to 50
percent of the annual retainer fee for service on the Board of Directors in the
form of shares of Class A Common Stock. For this purpose, the number of shares
payable to a Non-Employee Director is determined based on the closing price of
shares on the last business day of each calendar quarter.

Term of the Plan. The 2002 Non-Employee Director Compensation Plan will
continue in effect until terminated by the Board of Directors.

Administration. The Board of Directors has the power to interpret the
provisions of the 2002 Non-Employee Director Compensation Plan, prescribe, amend
and rescind rules and regulations for the Plan, and make all other
determinations necessary or advisable for the administration of the Plan.

Amendment or Termination. The 2002 Non-Employee Director Compensation Plan
may be amended by the Board of Directors and may be terminated by the Board of
Directors at any time. No Non-Employee Director's accrued right to payment shall
be affected by the amendment or termination of the Plan without the written
consent of the Non-Employee Director.

Federal Income Taxation

The following is a summary of the material U.S. federal income tax
consequences of options granted under, and shares paid pursuant to, the 2002
Non-Employee Director Compensation Plan.

The fair market value of amounts paid to Non-Employee Directors under the
2002 Non-Employee Director Compensation Plan in the form of shares of Class A
Common Stock of the Company are includible as ordinary compensation income to
the Non-Employee Director in the calendar year in which the shares are
transferred to the Non-Employee Director. All such amounts are generally
deductible by the Company for federal income tax purposes when paid. The tax
basis for such shares will be equal to the fair market value on the date of
transfer, and the Non-Employee Director's capital gains holding period will
commence on such date. A Non-Employee Director will recognize capital gain or
loss on the subsequent sale of such shares, which will be long-term capital gain
or loss if the Non-Employee Director has held such shares for more than one
year.

The grant of a non-qualified option will not be a taxable event. The
Non-Employee Director generally will recognize ordinary income upon exercise of
the non-qualified option, in an amount equal to the excess of the fair market
value of the shares received at the time of exercise over the exercise price of
the non-qualified option, and the Company will be allowed a deduction in this
amount.

Upon disposition of the shares received upon exercise, the Non-Employee
Director will recognize long-term or short-term capital gain or loss, depending
upon the length of time he or she held such shares. The amount of long-term or
short-term capital gain or loss recognized by a Non-Employee Director upon
disposition of the shares will

be an amount equal to the difference between the amount realized on the
disposition and the Non-Employee Director's basis in the shares (which basis is
ordinarily the fair market value of the shares on the date the non-qualified
option was exercised).

Special tax rules may apply if a Non-Employee Director uses previously
owned shares to pay the exercise price of a non-qualified option or defers the
receipt of shares upon exercise of a non-qualified option.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE AMENDED AND RESTATED 2002 NON-EMPLOYEE DIRECTOR COMPENSATION
PLAN (STOCK PROGRAM).

PROPOSAL THREE

TO APPROVE AN AMENDMENT TO THE CHARTER

The Board of Directors has unanimously approved an amendment (the "Charter
Amendment") to the Charter and recommends that the shareholders adopt the
Charter Amendment. The structure of the Board of Directors as reflected in the
Charter came about as a result of the negotiations between AT&T and Old Comcast
in connection with Comcast's agreement to acquire AT&T Broadband Corp. The Board
has concluded that certain aspects of the Charter are too rigid and cumbersome.
The Charter Amendment, if adopted by the shareholders, will introduce greater
flexibility into the Board structure while not materially altering the existing
governance arrangements. As described in greater detail below, among other
things, the Charter Amendment would permit the Board of Directors to add up to
two new independent directors to the Board, would give the existing directors
the option of not filling a vacancy on the Board, would provide the Board with
the time necessary to conduct a thorough search for any needed replacement
directors and would rationalize the mechanics by which certain Board vacancies
are filled. A copy of the Charter Amendment is attached as Exhibit F. The
summary of the material terms of the Charter Amendment that follows is qualified
in its entirety by reference to Exhibit F.

Description of the Material Terms of the Charter Amendment

If the Charter Amendment is adopted by the shareholders, the Board of
Directors could be legally constituted with a number of directors between 10 and
14. Currently, the Charter mandates a Board size of 12 directors with three
classes of directors--one class consisting of five directors who were formerly
Old Comcast directors (or their replacements), a second class consisting of five
directors who were formerly AT&T directors (or their replacements) and a third
class consisting of two new independent directors who were not previously Old
Comcast or AT&T directors. The Charter Amendment will allow the size of the
Board of Directors to be altered in two situations. First, it will permit the
directors to increase the size of the Board of Directors by up to two members
and to fill the new vacancies with independent persons designated by the
Governance and Directors Nominating Committee, which designations will be
subject to the approval of the full Board of Directors. Presently, new directors
can be added to the Board only if there is a vacancy. Second, it will give the
Comcast class of directors and the AT&T class of directors the right to not fill
a vacancy in their respective class, unless the vacancy results in fewer than
four directors in the affected class or in the absence of one Comcast
independent director. The existing Charter requires that any vacancy be filled
promptly by the remaining members of the affected class. As a result of these
two changes, the Board of Directors could have as few as 10 members (four
Comcast directors, four AT&T directors and two new independent directors) or as
many as 14 members (five Comcast directors, five AT&T directors and four new
independent directors).

The Charter Amendment is also intended to make it clear that the Board of
Directors may for a period of 90 days after the occurrence of a vacancy take
corporate action even if as a result of the vacancy the composition of the Board
of Directors is not as specified in the Charter (e.g., if the Board does not
have the required minimum number of Comcast or AT&T directors or the required
number of new independent directors). After that period, the Charter Amendment
also makes it clear that the Board of Directors may take action to fill a
vacancy so that the composition of the Board of Directors is compliant with the
Charter. The existing Charter is currently silent on the ability of the Board to
act in these situations. In addition, the Charter Amendment provides that the
term of an independent director will automatically terminate if such director
ceases for any reason to be independent and as a result thereof the Board of
Directors does not include a majority of independent directors or at least one
Comcast independent director. Currently, the director who has lost his or her
status as an independent director (or another non-independent director) would
have to resign his or her seat in favor of a replacement independent director.

The Charter Amendment also provides that vacancies in the class of new
independent directors will be filled by persons designated by the Governance and
Directors Nominating Committee. Under the existing Charter, vacancies in the
class of new independent directors are filled by the remaining directors of that
class. As currently is the case, if the Charter Amendment is adopted, the
persons designated to fill such vacancies will still be subject to the approval
of the full Board of Directors.

Finally, the Charter Amendment provides that a person will be deemed to be
an "independent person" if such person meets the criteria for independence
established by the principal securities exchange or quotation system on which
the Company's equity securities are traded. Currently, the Charter tests
independence by reference to customary standards for independent directors of
U.S. public companies.

Reasons the Board of Directors Approved and Recommends Adoption of the Charter
Amendment

The Board of Directors recommends that the shareholders adopt the Charter
Amendment because it believes it will result in a more flexible and workable
Board structure. Presently, the size of the Board of Directors is fixed at 12.
New directors can be added only if there is a vacancy. If the Charter Amendment
is adopted, the Board of Directors will have the flexibility to add up to two
new independent directors if in the judgment of the full Board the background
and experience of such individuals would permit them to make a contribution to
the Board of Directors. Conversely, if there exists a vacancy in the class of
Comcast or AT&T directors, the remaining directors in the affected class will
not be required to promptly designate a replacement (except to the extent such
vacancy results in fewer than four members in the affected class or the absence
of one Comcast independent director), but instead will have the option of
leaving the seat vacant until such time as a desirable candidate is found.
Furthermore, in clarifying that the Board of Directors may continue to take
corporate action for 90 days after the occurrence of a vacancy that results in
the Board composition not conforming with the Charter, the directors will have
the opportunity to conduct a thorough search without compulsion to act under
time pressure. Finally, the automatic expiration of the term of a director who
by ceasing to be independent causes the Board composition to fail to conform
with the Charter will avoid the necessity of the Board of Directors having to
obtain such director's (or another director's) resignation.

The Board of Directors has also recommended that the shareholders adopt the
Charter Amendment because it believes that the Governance and Directors
Nominating Committee is the appropriate group of directors to designate
individuals to fill vacancies in the class of new independent directors. The
Governance and Directors Nominating Committee consists of Comcast and AT&T
directors and has the experience and expertise to best select directors.

Finally, the Board recommends the change in the definition of independent
person so as to have a clear and objective standard by which independence could
be measured.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
ADOPTION OF THE CHARTER AMENDMENT.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information concerning the annual
and long-term compensation, as well as other compensation, paid to or for the
CEO and each of the other executive officers named in the table. Prior to the
date of the Broadband Acquisition, the Company's named executive officers
functioned as executive officers of Old Comcast. This compensation information
relates to compensation received by the named executive officers while employed
by Old Comcast for periods prior to the date of the Broadband Acquisition and
relates to compensation received by the named executive officers while employed
by the Company for periods after the date of the Broadband Acquisition.

Long-Term
Compensation
Annual Compensation Awards(3)
-------------------------------------------- -------------
Number of
Other Annual Securities
Compensation Underlying All Other
Salary Bonus(1) ---------------- Options Compensation
Name and Principal Position Year ($) ($) ($)(2) (#) ($)(4)
------------------------------- ---- ----------- ---------- ---------------- ------------- -------------

Brian L. Roberts 2002 1,238,623 6,000,000 216,714 750,000 (5) 237,319
CEO and President........ 2,100 (6)
2001 1,102,500 1,653,750 427,817 750,000 (5) 249,564
4,680 (6)
2000 1,050,000 1,737,000 310,474 4,000,000 (5) 932,376
640 (6)

Ralph J. Roberts
Chairman of the 2002 1,265,478 1,600,000 3,387,679 600,000 (5) 6,888,647
Executive and Finance 4,000 (6)
Committee of the Board 2001 1,171,325 585,663 3,065,388 1,100,000 (5) 9,660,949
of Directors............. 2000 1,102,500 551,250 2,669,177 250,000 (5) 10,427,697

Stephen B. Burke
Executive Vice 2002 991,105 1,166,886 1,770 1,200,000 (5) 282,899
President; President, 2001 926,100 463,050 3,468 500,000 (5) 179,396
Cable Division........... 2000 882,000 441,000 2,149 1,300,000 (5) 87,278

Lawrence S. Smith 2002 882,909 1,039,500 1,922 420,000 (5) 282,289
Co-Chief Financial 1,600 (6)
Officer and Executive 2001 825,000 412,500 3,754 250,000 (5) 230,521
Vice President........... 2000 759,692 449,962 2,403 800,000 (5) 704,977

John R. Alchin 2002 750,135 882,000 29,302 310,000 (6) 242,306
Co-Chief Financial 600 (5)
Officer, Executive Vice 2001 701,000 350,000 52,872 200,000 (5) 195,343
President and Treasurer.. 600,000 (5)
2000 639,141 348,071 40,319 1,200 (6) 646,843

Julian A. Brodsky 2002 837,560 418,780 90,665 650,000 (5) 533,638
Vice Chairman............ 480 (6)
2001 797,677 398,839 80,298 150,000 (5) 412,305
2,240 (6)
2000 759,692 379,846 27,358 60,000 (5) 418,968
800 (6)

------------------
(1) The amounts in this column include bonuses earned by the named executive
officers in 2002 under the 2002 Executive Cash Bonus Plan and the 2002
Supplemental Cash Bonus Plan (other than Mr. Brodsky); bonuses earned by
the named executive officers in 2001 and 2000 under the 1996 Executive Cash
Bonus Plan (now named the 2002 Executive Cash Bonus Plan) maintained by Old
Comcast; bonuses paid in 2000 to Messrs. Brian L. Roberts, Smith and Alchin
relating to termination of a prior discretionary bonus plan; and a
guaranteed bonus of $6,077 paid to Mr. Smith in 2000.

(2) This column includes Company payments to the named executive officers to
cover their tax liabilities incurred in connection with: (a) local taxes on
certain stock option exercises for Messrs. Brian L. Roberts and Alchin; (b)
Company payments to Messrs. Brian L. Roberts, Ralph J. Roberts and Brodsky
to cover the premiums attributable to the term life insurance portion of
split-dollar life insurance policies or separate term life insurance
policies (see note (4)(b) below); (c) Company payments to cover premiums
attributable to the executive long-term disability plan (see note (4)(d)
below); and (d) other incidental taxable fringe benefits provided to the
named executive officers. Such amounts are calculated based upon the amount
of tax payable by the executive officers in accordance with the highest
individual income tax bracket. Pursuant to Company policy, executive
officers are eligible to receive perquisites with an aggregate value of
less than $50,000 from the Company. The cost of any perquisites received
above this amount is paid for by the executive officer. With respect to
2002, Mr. Brian L. Roberts paid an amount in excess of $60,000 to the
Company, primarily related to use of Company aircraft pursuant to Company
policy.

(3) None of the named executive officers was awarded restricted stock during
the relevant period and, as of December 31, 2002, no named executive
officer held such shares.

(4) The amounts shown in this column include benefits associated with
split-dollar life insurance arrangements. In accordance with the terms of
the split-dollar life insurance arrangements, the Company will recover all
of the cumulative premiums paid by the Company for the whole-life portion
of such policies. As of July 30, 2002, due to considerations raised by the
Sarbanes-Oxley Act of 2002, the Company ceased paying premiums associated
with such split-dollar arrangements. This column includes (with respect to
amounts applicable to 2002): (a) the dollar value, on a term loan approach,
of the benefit of the whole-life portion of the premiums for split-dollar
life insurance policies paid by the Company projected on an actuarial basis
(Mr. Ralph J. Roberts, $3,064,882); (b) Company payments to certain named
executive officers to cover the premiums attributable to the term life
insurance portion of split-dollar life insurance policies or separate term
life insurance policies (Mr. Brian L. Roberts, $190,655; Mr. Ralph J.
Roberts, $2,051,053; Mr. Smith, $1,688; Mr. Alchin, $1,577; and Mr.
Brodsky, $16,857); (c) Company contributions to the Retirement-Investment
Plan in the amount of $6,350 for Mr. Burke and $8,500 for each of the other
named executive officers; (d) Company payments to certain named executive
officers to cover the premiums attributable to the executive long-term
disability plan (Mr. Brian L. Roberts, $4,104; Mr. Smith, $1,658; Mr.
Alchin, $5,938; and Mr. Brodsky, $3,434); and (e) the dollar value of
interest earned on deferred compensation in excess of 120% of the Long-Term
Applicable Federal Rate (the current rate on deferred compensation is 12%)
(Mr. Brian L. Roberts, $34,060; Mr. Ralph J. Roberts, $1,764,212; Mr.
Burke, $276,549; Mr. Smith, $270,443; Mr. Alchin, $226,291; and Mr.
Brodsky, $504,847).

(5) Represents the number of shares of the Company's Class A Special Common
Stock issuable upon exercise of options.

(6) Represents the number of shares of QVC Common Stock issuable upon exercise
of options granted to certain named executive officers by the Compensation
Committee of the QVC Board of Directors pursuant to the 1995 QVC Stock
Option and Stock Appreciation Rights Plan (the "1995 QVC Plan"). Such
options were issued with tandem stock appreciation rights exercisable in
lieu of the options for 75% of the excess of the value of the QVC Common
Stock (as determined pursuant to the 1995 QVC Plan) over the exercise price
of such options.

Stock Option Grants

The following table contains information concerning grants of employee
stock options made by either Old Comcast or the Company to the CEO and to each
of the Company's other named executive officers during 2002. No stock
appreciation rights ("SARs") were granted during 2002 to the CEO or to any of
the Company's other named executive officers.

Company Stock Option Grants in 2002

Individual Grants (1)
--------------------------------------------------------------------------------------------
% of Total
Options
Number of Securities Granted to
Underlying Options Employees Exercise Price Expiration Grant Date Present
Name Granted (#) in 2002(2) ($/Sh) Dates Value ($)(3)
---------------------------------- -------------------- ----------- -------------- ---------- ------------------

Brian L. Roberts.................. 750,000 3.8% 35.49 01/24/12 12,361,548
Ralph J. Roberts.................. 600,000 3.0% 35.49 01/24/12 9,889,238
Stephen B. Burke.................. 500,000 2.5% 34.90 01/07/12 8,146,259
300,000 1.5% 35.49 01/24/12 4,944,619
400,000 2.0% 23.84 10/28/12 4,207,829
Lawrence S. Smith................. 300,000 1.5% 35.49 01/24/12 4,944,619
120,000 * 23.84 10/28/12 1,262,349
John R. Alchin.................... 200,000 1.0% 35.49 01/24/12 3,296,413
110,000 * 23.84 10/28/12 1,157,153
Julian A. Brodsky................. 150,000 * 35.49 01/24/12 2,472,310
500,000 2.5% 21.54 07/11/12 5,097,175

-----------------
* Less than one percent of total Company options granted to employees in
2002.

(1) All of the options are for the purchase of shares of Class A Special Common
Stock and were granted on either January 7, January 24, July 11 or October
28, 2002 under Old Comcast's 1996 Stock Option Plan (now named the 2002
Stock Option Plan). All options granted in 2002 have exercise prices equal
to the fair market value of the underlying shares on the date of grant.
Except as described in the following sentence, options generally become
exercisable at the approximate rate of 30% of the shares covered thereby on
the second anniversary of the date of grant, another 15% on each of the
third, fourth and fifth anniversaries of the date of grant, another 5% on
each of the sixth through ninth anniversaries of the date of grant and 5%
six months prior to the tenth anniversary of the date of grant. The 500,000
options granted to Mr. Brodsky become exercisable at the rate of 10% of the
shares on the second anniversary of the date of grant, another 20% on each
of the third through sixth anniversaries of the date of grant and 10% on
the seventh anniversary of the date of grant.

(2) Total options granted to employees in 2002 includes options granted by AT&T
in 2002 to employees of AT&T Broadband Corp. and its subsidiaries, which
were assumed by the Company in connection with the Broadband Acquisition
and adjusted in connection with this acquisition, and options granted to
employees by Old Comcast in 2002.

(3) These amounts represent the estimated present value of options at the date
of grant calculated using the Black-Scholes option-pricing model, based
upon the following assumptions used in developing the grant valuations: an
expected volatility of approximately 29.7%; an expected term to exercise of
eight years; an interest rate of approximately 5.0%; and no dividend yield.
The actual value of the options, if any, realized by an executive officer
will depend on the extent to which the market value of the Class A Special
Common Stock exceeds the exercise price of the option on the date the
option is exercised. Consequently, there is no assurance that the value
realized by an executive officer will be at or near the value estimated
above. These amounts should not be used to predict share performance.

The following table contains information concerning grants of options under
the 1995 QVC Plan to the CEO and to each of the Company's other named executive
officers during 2002. Each option under the 1995 QVC Plan is granted with a
tandem SAR that entitles the recipient, in lieu of exercising the option to
which the SAR relates, to receive a cash payment equal to 75% of the difference
between the fair market value of a share of stock on the date of exercise and
the exercise price of the option.

QVC Stock Option/SAR Grants in 2002

Individual Grants (1)
---------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options/SARs Employees Exercise Price Expiration Grant Date Present
Name Granted (#) in 2002 ($/Sh) Dates Value ($)(2)
------------------------------------ ------------ ---------- -------------- ---------- ------------------

Brian L. Roberts.................. 920 1.8% 1,492.00 01/08/12 551,085
640 1.3% 1,690.00 06/12/12 424,355
540 1.1% 1,690.00 08/02/12 334,768
Ralph J. Roberts.................. 4,000 7.8% 1,690.00 04/18/06 1,365,991
Stephen B. Burke.................. -- -- -- -- --
Lawrence S. Smith................. 1,600 3.1% 1,492.00 01/02/12 966,469
John R. Alchin.................... 600 1.2% 1,690.00 09/24/12 349,131
Julian A. Brodsky................. 480 * 1,690.00 06/23/12 314,413

------------------
* Less than one percent of total QVC options granted to employees in 2002.

(1) Pursuant to the terms of the 1995 QVC Plan, these options were granted on
January 2, January 8, June 12, June 23, August 2 or September 24, 2002 or,
with respect to Mr. Ralph J. Roberts, assigned by the Company on October
28, 2002. These options were granted or assigned at an exercise price
representing the value of the shares underlying such options on the date of
grant or assignment as determined pursuant to the 1995 QVC Plan, and such
options vest 20% on each of the first five anniversaries of the date of
grant, based on the named executive officer's continued service to the
Company, with the exception of the options assigned to Mr. Ralph J. Roberts
which were fully vested as of the assignment date. In all cases, vesting is
accelerated upon a change of control of QVC. The QVC options expire ten
years after the date of grant with the exception of the options assigned to
Mr. Ralph J. Roberts, which expire on April 18, 2006. The terms of the QVC
options provide that a new option will be granted each time shares acquired
by exercise of an existing option are redeemed, with respect to a number of
shares equal to the number of shares redeemed; except for the exercise
price, the new option will contain substantially the same terms as the
exercised option, as set forth in this footnote.

(2) These amounts represent the estimated present value of options at the date
of grant calculated using the Black-Scholes option pricing model, based
upon the following assumptions used in developing the grant valuations: an
expected volatility of approximately 20.0%; an expected term to exercise of
eight years, except for the options assigned to Mr. Ralph J. Roberts that
have an expected term to exercise of approximately three and a half years;
an interest rate of approximately 4.3%; and no dividend yield. The actual
value of the options, if any, realized by an executive officer will depend
on the extent to which the fair market value of the common stock of QVC
exceeds the exercise price of the option on the date the option is
exercised. Consequently, there is no assurance that the value realized by
an executive officer will be at or near the values estimated above.

Stock Option Exercises and Holdings

The following table sets forth information related to options to purchase
shares of the Company's Class A Special Common Stock exercised during 2002 by
the CEO and each of the other named executive officers during 2002, and the
number and value of options held at December 31, 2002 by such individuals.

Aggregated Company Option Exercises in 2002
and Company Option Values at December 31, 2002

Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 2002 (#) December 31, 2002 ($)
--------------------------- -----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---------------------------- ------------ ------------ ----------- ------------- ----------- -------------

Brian L. Roberts........ 116,972 2,241,775 6,547,511 7,593,354 24,889,081 13,548,913
Ralph J. Roberts........ 1,346,617 33,501,400 2,547,770 2,178,000 26,167,641 1,344,770
Stephen B. Burke........ -- -- 1,500,355 3,593,875 6,567,645 4,394,516
Lawrence S. Smith....... -- -- 758,837 1,910,385 5,559,190 5,701,157
John R. Alchin.......... 16,551 277,863 1,019,569 1,463,261 9,244,844 4,420,365
Julian A. Brodsky....... 380,084 564,906 (1) 1,470,751 1,296,301 16,748,152 4,359,613

------------------
(1) Mr. Brodsky realized the value shown above upon the exercise of options to
purchase 18,459 shares of Class A Special Common Stock. In addition, the
receipt of 361,625 shares of Class A Special Common Stock to be issued to
Mr. Brodsky, resulting from the exercise on July 2, 2002 of options to
purchase 206,541 shares at an exercise price of $5.4167 per share and
options to purchase 155,084 shares at an exercise price of $9.5625 per
share, net of 6,631 shares withheld to satisfy certain tax obligations, was
deferred until January 1, 2004 pursuant to the 2002 Deferred Stock Option
Plan. The per share fair market value of such shares on July 2, 2002 was
$23.05. The value ultimately realized with respect to such shares will be
determined based upon the fair market value of such shares upon their
issuance to Mr. Brodsky. If such shares (and such withheld shares) had been
issued to Mr. Brodsky on the date of exercise, the aggregate value realized
by him with respect to such exercises would have been $5,733,695.

The following table sets forth information related to options to purchase
shares of QVC Common Stock exercised during 2002 by the CEO and each of the
other named executive officers during 2002, and the number and value of options
held at December 31, 2002 by such individuals. Neither the CEO nor any of the
Company's other named executive officers exercised any tandem SARs in 2002.

Aggregated QVC Option Exercises in 2002
And QVC Option Values at December 31, 2002

Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 2002(#) December 31, 2002 ($)
----------------------------- -----------------------------
Shares
Acquired on Value
Name Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---------------------------------- ----------- ------------ -------------- ------------- ------------ --------------

Brian L. Roberts................ 3,144 2,182,573 920 8,828 1,026,867 5,168,777
Ralph J. Roberts................ -- -- 4,000 -- 312,000 --
Stephen B. Burke................ -- -- -- -- -- --
Lawrence S. Smith............... -- -- 1,960 2,040 2,139,758 922,546
John R. Alchin.................. 1,440 1,232,026 -- 1,560 -- 767,486
Julian A. Brodsky............... 928 545,843 -- 3,072 -- 1,497,843

The following table summarizes share and exercise price information about
the Company's equity compensation plans as of December 31, 2002. The table does
not include any shares issuable upon the exercise of the proposed options under
the 2003 Stock Option Plan or the proposed additional shares under the 2002
Restricted Stock Plan that may be approved by the Company's shareholders at the
meeting.

Equity Compensation Plan Information

(c)
Number of securities
(a) (b) remaining available
Number of securities Weighted-average for future issuance
to be issued upon exercise price under equity
exercise of of outstanding compensation plans
outstanding options, (excluding
options, warrants and securities reflected
Plan Category warrants and rights rights in column (a))
-------------------------------------------------- -------------------- ---------------- --------------------

Equity compensation plans approved by security
holders: (1)
Class A Common Stock......................... 63,725,558 $ 43.31 17,187,011
Class A Special Common Stock................. 65,652,793 $ 30.99 --
Equity compensation plans not approved by
security holders............................. -- --
-------------------- ---------------- --------------------
Total (2)....................................... 129,378,351 17,187,011
==================== ================ ====================

------------------
(1) Includes the following plans: the 1987 Stock Option Plan, the 2002 Stock
Option Plan, the 2002 Restricted Stock Plan and the 2002 Employee Stock
Purchase Plan.

(2) The Company assumed stock options under the AT&T Broadband Corp. Adjustment
Plan (the "Broadband Plan") in connection with the Broadband Acquisition
which are exercisable for 61,093,589 shares of Class A Common Stock (after
giving effect to the acquisition exchange ratio). These options have a
weighted average exercise price of $44.17 per share. The Company assumed
shares of restricted stock and other equity based awards under the
Broadband Plan which are issuable into 150,269 shares of Class A Common
Stock (after giving effect to the acquisition exchange ratio). No
additional awards will be made under the Broadband Plan.

Pension Plan

Under the Company's Supplemental Executive Retirement Plan (the
"Supplemental Executive Retirement Plan"), adopted July 31, 1989, supplemental
retirement, death and disability benefits may be paid to or in respect of
certain senior executives employed by the Company and its affiliated companies,
as selected by the Company's Board of Directors. The Supplemental Executive
Retirement Plan contemplates the payment of various percentages of a
participant's final average compensation (as actuarially reduced, in certain
circumstances, and as defined below) in the event that the participant (i)
elects to retire early (after the later of the participant's 55th birthday or 20
years of service with the Company); (ii) retires at age 65 or after; (iii)
suffers a permanent disability which renders the participant incapable of
employment in the same or a similar occupation; or (iv) dies. A participant may
elect a reduction in lifetime benefits in exchange for the continuation of
payments to a surviving spouse, or, as to Mr. Ralph J. Roberts, his designated
beneficiary. Messrs. Ralph J. Roberts and Brodsky (who are each credited with 30
years of service, the maximum credited service allowed under the Supplemental
Executive Retirement Plan) are the only current employees selected by the Board
of Directors to participate in the Supplemental Executive Retirement Plan.

The following table shows the annual single life annuity retirement benefit
which Messrs. Ralph J. Roberts and Brodsky, respectively, would receive based on
remuneration covered by, and years of service credited under, the Supplemental
Executive Retirement Plan if he had retired on January 1, 2003 at age 65 (or
older). The benefits shown below are subject to reduction for Social Security
benefits.

Pension Plan Table

Years of
Final Average Service
Compensation(1) 30 or More(2)
--------------- -------------

$1,000,000 ................................................. $600,000
1,100,000 ................................................. 660,000
1,200,000 ................................................. 720,000
1,300,000 ................................................. 780,000
1,400,000 ................................................. 840,000
1,500,000 ................................................. 900,000
1,600,000 ................................................. 960,000

------------------
(1) Final average compensation equals one-fifth of the total compensation for
the five years preceding termination of employment. Compensation includes
salary, bonus (including any deferred bonus) and any other supplementary
remuneration, but excludes payments made to participants for split-dollar
life insurance premium bonuses and payments made to offset tax liabilities
incurred related to these bonuses. In the case of Mr. Ralph J. Roberts,
final average compensation may, under some circumstances, be increased as
described below in "Agreements with Executive Officers--Compensation
Agreement with Mr. Ralph J. Roberts -- Election to Become a Consultant".

(2) This column represents the maximum benefits payable under the Supplemental
Executive Retirement Plan.

The Company also has an agreement with Mr. Brodsky pursuant to which he is
entitled to a $30,000 payment each year for 15 years commencing upon his
termination of employment, subject to a vesting schedule. Any benefits received
under this agreement reduce the benefits to which Mr. Brodsky is entitled under
the Supplemental Executive Retirement Plan. Mr. Brodsky will be deemed to
terminate employment on April 30, 2004 for purposes of the Supplemental
Executive Retirement Plan. See "Agreements with Executive Officers--Employment
Agreement with Mr. Julian A. Brodsky--SERP; Post-Retirement Programs;
Split-Dollar Arrangements".

Agreements with Executive Officers

Compensation Agreement with the Chief Executive Officer

The Company entered into a Compensation Agreement with Mr. Brian L.
Roberts, the Company's CEO and President on June 16, 1998, which was amended as
of November 18, 2002 (the "Compensation Agreement"). The following is a
description of the material terms of the Compensation Agreement.

Term. The term of the Compensation Agreement is from June 16, 1998 through
June 30, 2003 (the "Employment Period"). Mr. Brian L. Roberts agreed to work
full time for the Company during the Employment Period.

Base Salary. The Compensation Agreement provides that Mr. Brian L. Roberts
will receive an annual base salary of $1 million beginning in 1998, as adjusted
(but never reduced, except pursuant to an overall plan to reduce the
compensation of all senior executive officers of the Company) from time to time
to reflect his contribution to the growth and success of the Company.

Bonus; Options. Pursuant to the Compensation Agreement, Mr. Brian L.
Roberts is eligible to receive an annual performance bonus, payable in cash,
commencing in 1999, of up to 150% of his base salary for the applicable year.
The amount of the bonus is determined annually by the Compensation Committee, in
accordance with, and upon satisfaction of, the standards contained in the
Company's 2002 Executive Cash Bonus Plan. Under the terms of the Compensation
Agreement, Mr. Brian L. Roberts also received grants of options to purchase
3,000,000 shares of Class A Special Common Stock of the Company granted
effective June 16, 1998 and options to purchase 1,000,000 shares of Class A
Special Common Stock of the Company granted effective each fiscal quarter in
1999 and 2000.

Deferred Compensation. The Compensation Agreement provides that the Company
and Mr. Brian L. Roberts may, by written agreement prior to the end of any
calendar year during the Employment Period, cause the payment of all or a
portion of the compensation payable to Mr. Brian L. Roberts in the subsequent
calendar year to be

deferred to a subsequent calendar year in accordance with and subject to the
Company's 2002 Deferred Compensation Plan.

Termination. The Compensation Agreement will terminate upon the death of
Mr. Brian L. Roberts, at the Company's option upon his disability, or for cause
(as defined in the Compensation Agreement), upon a vote of not less than
two-thirds of the entire membership of the Company's Board of Directors. If his
employment is terminated by reason of his death or disability, the Company shall
continue to pay his annual base salary on a monthly basis to him or his spouse,
during their lifetimes, for a maximum of five years, and the accrued cash bonus
as provided for in the Compensation Agreement and any applicable health plan
benefits will continue to be payable. If his employment is terminated by the
Company in violation of the Compensation Agreement, he shall remain entitled to
substantially all of the benefits under the Compensation Agreement.

Noncompetition and Confidentiality. Under the Compensation Agreement, Mr.
Brian L. Roberts has agreed not to compete with the Company during his
employment and for two years after termination of his employment. The
Compensation Agreement also requires him to maintain the confidentiality of
certain information of the Company, and not to use such information except for
the benefit of the Company, at all times during his employment and after
termination of his employment. Breach by Mr. Brian L. Roberts of any of such
obligations constitutes cause for termination of the Compensation Agreement, and
terminates the Company's obligations for payments subsequent to such
termination.

Term Life Insurance Agreement with Mr. Brian L. Roberts. The Company has
entered into a Term Life Insurance Premium and Tax Bonus Agreement dated as of
September 23, 1998 (the "Term Life Insurance Agreement") with Mr. Brian L.
Roberts. The Term Life Insurance Agreement provides that, as additional
compensation to Mr. Brian L. Roberts, the Company will reimburse him for all of
the premiums on certain specified 20- and 15-year level-premium term life
insurance policies, and that the Company will pay him an additional bonus equal
to the income tax payable on such reimbursement and the bonus. The annual amount
of the premiums to be reimbursed under the Term Life Insurance Agreement is
approximately $189,000 through 2012 and $177,000 from 2013 through 2017. The
Term Life Insurance Agreement does not terminate upon termination of the
employment of Mr. Brian L. Roberts by the Company.

Change of Control Provisions. Prior to any Change of Control (as defined in
the Compensation Agreement), the Company must establish and fund a grantor
trust, the amounts in which will be subject to claims of the Company's creditors
in the case of the Company's bankruptcy, for the purpose of paying all
compensation, deferred compensation and term life insurance premiums and bonuses
for Mr. Brian L. Roberts then applicable. Upon the occurrence of a Change of
Control, such trust must become irrevocable (if not already irrevocable), and
the Company must continue to make payments into such trust to maintain
sufficient amounts therein to fund all benefits subject to the trust. Under the
terms of the Compensation Agreement, the Broadband Acquisition was a Change of
Control. Mr. Brian L. Roberts elected to waive his right to have the Company
fund the trust at the time of the Broadband Acquisition; however, Mr. Brian L.
Roberts may exercise this right at any time by providing notice to the Company.

Compensation Agreement with Mr. Ralph J. Roberts

A Compensation and Deferred Compensation Agreement and Stock Appreciation
Bonus Plan with Mr. Ralph J. Roberts (the "1993 Compensation Agreement") was
approved by the Company's shareholders on June 22, 1994. Certain terms of the
1993 Compensation Agreement expired on December 31, 1997, and on December 16,
1997 the Company and Mr. Ralph J. Roberts entered into a new Compensation and
Deferred Compensation Agreement. This agreement was amended and restated
effective August 31, 1998, and then amended again effective August 30, 1999,
June 5, 2001, January 24, 2002 and November 18, 2002 (as so amended, the "1998
Compensation Agreement"). The 1998 Compensation Agreement generally extends the
terms of the 1993 Compensation Agreement with certain modifications.

The 1998 Compensation Agreement provides that Mr. Ralph J. Roberts will
serve as Chairman of the Board of Directors until such time as he may elect to
change his status to that of a non-executive consultant, and that until he makes
such election he will continue to devote substantially all of his working time
to the Company, on the terms

and conditions summarized below. On November 18, 2002, Mr. Ralph J. Roberts
became Chairman of the Executive and Finance Committee of the Board of
Directors.

If Mr. Ralph J. Roberts elects to become a non-executive consultant, he
shall devote such time as is necessary to perform the functions reasonably
requested by the Company. In addition, for a period of five years following any
termination of the service period of the 1998 Compensation Agreement, Mr. Ralph
J. Roberts will perform such reasonable ceremonial functions as the Company may
request, and will promote the interests and goodwill of the Company in such
manner as the Company may reasonably request.

Base Salary. The 1998 Compensation Agreement provides that Mr. Ralph J.
Roberts will receive an annual base salary of $1 million beginning in 1998, as
adjusted (but never reduced, except pursuant to an overall plan to reduce the
compensation of all senior executive officers of the Company) in order to
reflect the greater of increases in the consumer price index subsequent to 1997
and the average percentage increase in the base compensation of the five
employees of the Company (other than Mr. Ralph J. Roberts) with the highest base
compensation during the preceding year.

Bonus. The 1998 Compensation Agreement provides that so long as he
continues to serve as an executive of the Company, Mr. Ralph J. Roberts will be
eligible to receive annual bonuses of up to 50% of his base salary in accordance
with the Company's 2002 Executive Cash Bonus Plan, based on performance targets
established by the Compensation Committee.

Split-Dollar Life Insurance. The 1998 Compensation Agreement requires the
Company to continue to provide and to maintain the split-dollar life insurance
provided to Mr. Ralph J. Roberts under the 1993 Compensation Agreement, and in
addition to provide additional survivorship split-dollar life insurance to Mr.
Ralph J. Roberts and his spouse. Such split-dollar life insurance includes
certain split-dollar life insurance provided pursuant to the 1993 Compensation
Agreement to replace the potential benefits represented by the Company's
terminated discretionary bonus plan with respect to the appreciation through
March 15, 1994, in the options for Class A Special Common Stock previously
awarded to Mr. Ralph J. Roberts, taking into account the financial position of
the Company and the tax deductibility of any such payments. Under the
split-dollar life insurance arrangements, the Company pays a portion of the
annual premiums for certain single-life and joint-and- survivor life insurance
policies for Mr. Ralph J. Roberts, and upon payment of the policies at the death
of Mr. Ralph J. Roberts or of the survivor of Mr. Ralph J. Roberts and his
spouse, as applicable, the Company recovers all of the cumulative premiums
previously paid by the Company for the whole-life portion of such policies. Mr.
Ralph J. Roberts is responsible for payment of the portion of such annual
premiums representing the cost of term insurance for each year. The Company also
pays Mr. Ralph J. Roberts an annual cash bonus in an amount equal to the portion
of the annual premium for such life insurance that he is required to pay; in
addition, the Company increases the bonus by an amount sufficient to pay any
income tax and gift tax liability incurred or to be incurred in connection with
payment of the bonus.

Mr. Ralph J. Roberts' split-dollar life insurance arrangements were revised
in part in January 2002, in response to a general notice issued by the Internal
Revenue Service ("notice"), to provide: that bonus amounts paid by the Company
for premiums (and related bonus gross-up payments for income and gift taxes)
would continue to be paid to Mr. Ralph J. Roberts subsequent to the policies
achieving paid-up status; that the original method of calculating the cost of
the death benefit coverage would be continued, in lieu of other lower cost
methods permitted under the notice, so as to preserve the original intended
economic costs and benefit of the plans to the Company and Mr. Ralph J. Roberts;
and that, in order to avoid adverse tax consequences to Mr. Ralph J. Roberts and
his spouse, various trusts created by Mr. Ralph J. Roberts may elect whether to
pay premium amounts received after the policies achieve paid-up status to the
Company (as partial repayments of premiums previously paid by the Company on Mr.
Ralph J. Roberts' behalf) or to the insurance carrier.

As of July 30, 2002, due to considerations raised by the Sarbanes-Oxley Act
of 2002, the Company ceased to pay the premiums associated with Mr. Ralph J.
Roberts' split-dollar life insurance policies.

Supplemental Death Benefit. Upon the death of Mr. Ralph J. Roberts, the
1998 Compensation Agreement requires the Company to pay a supplemental death
benefit (the "Death Benefit") to a beneficiary designated by Mr. Ralph J.
Roberts. The 1998 Compensation Agreement substituted the Death Benefit for two
bonus arrangements included in the 1993 Compensation Agreement that were based
on appreciation of the Company's Class A Common

Stock from the date of grant of options to purchase Class B Common Stock to the
date of exercise. The Compensation Subcommittee of Old Comcast determined that
the after-tax present value cost to the Company of the Death Benefit was
approximately equal to the cost of the bonuses that would otherwise have been
paid. The Company must pay the Death Benefit within six months from the date of
Mr. Ralph J. Roberts' death. Under the terms of the 1998 Compensation Agreement,
Mr. Ralph J. Roberts requested that the Company invest portions of the Death
Benefit in certain investments identified by Mr. Ralph J. Roberts. The Company
has complied with Mr. Ralph J. Roberts' request, and so the amount of the Death
Benefit has been adjusted to reflect the increase or decrease in value of any
such investments. As of December 31, 2002, the amount of the Death Benefit was
approximately $29.7 million.

Termination. The 1998 Compensation Agreement will terminate upon Mr. Ralph
J. Roberts' death, at the Company's option upon his disability, or for cause (as
defined in the 1998 Compensation Agreement) upon a vote of not less than
two-thirds of the entire membership of the Company's Board of Directors. If his
employment is terminated by reason of his death or disability, the Company shall
continue to pay his annual base salary on a monthly basis to him, during his
lifetime, or to the beneficiary designated by him for five years, and the
Accrued Cash Bonus, the Benefit Plans (as such terms are defined in the 1998
Compensation Agreement) and the Death Benefit will continue to be payable in
accordance with their terms. In the event of death, all of his outstanding stock
options will vest fully and remain exercisable for their remaining terms. If his
employment is terminated by the Company in violation of the 1998 Compensation
Agreement, he shall remain entitled to substantially all of the benefits under
the 1998 Compensation Agreement.

Noncompetition and Confidentiality. Under the 1998 Compensation Agreement,
Mr. Ralph J. Roberts has agreed not to compete with the Company during his
employment and for five years after termination of his employment. The agreement
also requires him to maintain the confidentiality of certain information of the
Company, and not to use such information except for the benefit of the Company,
at all times during his employment and after termination of his employment.
Breach of any of such obligations constitutes cause for termination of the 1998
Compensation Agreement and terminates the Company's obligations for payments
subsequent to any discharge of Mr. Ralph J. Roberts.

Change of Control Provisions. Prior to any Change of Control (as defined in
the 1998 Compensation Agreement), the Company must establish and fund a grantor
trust, the amounts in which will be subject to claims of the Company's creditors
in the case of the Company's bankruptcy, for the purpose of paying all deferred
compensation, nonqualified retirement benefits, and split-dollar life insurance
premiums and bonuses for Mr. Ralph J. Roberts then applicable. Upon the
occurrence of a Change of Control, such trust must become irrevocable (if not
already irrevocable), and the Company must continue to make payments into such
trust to maintain sufficient amounts therein to fund all benefits subject to the
trust. Under the terms of the 1998 Compensation Agreement, the Broadband
Acquisition was a Change of Control. Mr. Ralph J. Roberts elected to waive his
right to have the Company fund the trust at the time of the Broadband
Acquisition; however, Mr. Ralph J. Roberts may exercise this right at any time
by providing notice to the Company.

Election to Become a Consultant. Mr. Ralph J. Roberts may at any time, upon
30 days notice to the Company, elect to change his position from that of an
executive to that of consultant to the Company. In such event, he shall continue
to receive all of the compensation provided under the 1998 Compensation
Agreement, other than the bonus to which he would otherwise be entitled under
the Company's 2002 Executive Cash Bonus Plan. If he elects to become a
consultant, Mr. Ralph J. Roberts' entitlement to retirement benefits under the
Company's Supplemental Executive Retirement Plan will be adjusted annually to
reflect 150% of his base salary as a consultant, but his benefits under such
plan will not in any event exceed the bonus he could have received under the
1998 Compensation Agreement had he continued to work as an executive.

Employment Agreements with Messrs. Burke, Smith and Alchin

The Company has entered into employment agreements with Mr. Stephen B.
Burke, an Executive Vice President of the Company and President of the Cable
Division, Mr. Lawrence S. Smith, Co-Chief Financial Officer and Executive Vice
President of the Company and Mr. John R. Alchin, Co-Chief Financial Officer,
Executive Vice President and Treasurer of the Company. The following is a
description of the material terms of such agreements.

Term. The term of the agreement with Mr. Burke is from March 15, 2000
through July 31, 2007 and the term of the agreements with Mr. Smith and Mr.
Alchin are from May 31, 2000 through December 31, 2005 (each, an "Executive
Employment Period"). Each executive agreed to work full time for the Company
during his Executive Employment Period.

Base Salary. The agreements for Messrs. Burke, Smith and Alchin provide for
a base salary of $926,100, $825,000 and $700,000, respectively, in 2001. In each
case, for each year in the Executive Employment Period subsequent to 2001 the
base salary is increased by the greater of 5% or the percentage increase during
the previous year in the consumer price index.

Bonus. Pursuant to the agreements, each of the executives is eligible to
receive an annual performance bonus, commencing in 2000, of up to 50% of his
base salary for the applicable year. The amount of the bonus is determined
annually by the Compensation Committee, based on the performance of the Company
and of the executive during such year, and is payable in cash or in shares of
Class A Special Common Stock of the Company, at the discretion of the
Compensation Committee.

Termination. Each agreement provides that the executive's employment may be
terminated without cause by the Company and that he may resign voluntarily. If
the executive's employment is terminated without cause, he is entitled to
receive his then-current base salary and all insurance, medical or other similar
benefits for a period of two years from the date of discharge, subject to offset
by other compensation or benefits earned by the executive during such period,
and he is entitled to receive his bonus for the year of discharge. If the
executive resigns, or is terminated for cause (as defined in the agreement), he
is entitled only to his base salary for days actually worked and any amounts due
to him under the Company's 2002 Deferred Compensation Plan.

Noncompetition and Confidentiality. Under each of the agreements, the
executive agreed not to compete with the Company during his employment and for
one year after termination of his employment. The agreements also require each
executive to maintain the confidentiality of certain information of the Company,
and not to use such information, except for the benefit of the Company, at all
times during his employment and for a period of one year after termination of
his employment. Breach by the executive of any of such obligations constitutes
cause for termination of the applicable agreement, and terminates the Company's
obligations for payments subsequent to any discharge of the executive.

Change of Control Provisions. Under each of the agreements, the Company
will give the executives at least thirty days' notice prior to the anticipated
date of a Change of Control (as defined in the agreements). Upon receipt of this
notice, all options held by the executives will become immediately exercisable
in full. Until the day before the date of a Change of Control, the executives
will be able to exercise all such options. Any shares received upon exercise
will be held in escrow by the Company and will be delivered to the executive
only if he remains employed for the six-month period following the Change of
Control. If the Change of Control is not consummated, the options will be
treated as not having been exercised.

Employment Agreement with Mr. Julian A. Brodsky

The Company entered into an employment agreement with Mr. Julian A.
Brodsky, Vice Chairman of the Company, on May 1, 2002, which was amended as of
November 18, 2002 (the "Employment Agreement").

Term. The term of the Employment Agreement is from May 1, 2002 to April 30,
2009 (the "Term").

Positions and Duties. From May 1, 2002 to April 30, 2004, Mr. Brodsky will
serve as an executive employee of the Company. Unless he elects to change his
status earlier, from April 30, 2004 to April 30, 2009, Mr. Brodsky will be a
non-executive employee of the Company. During the time he is an executive
employee, he will devote substantially all of his working time to the Company.
During the time that he is a non-executive employee, he will devote such time as
is necessary for the performance of his duties, as reasonably requested by the
Company.

Base Salary. The Employment Agreement provides that Mr. Brodsky will
receive an annual base salary of $837,560 in 2002, which base salary will be
increased on each of January 1, 2003 and January 1, 2004 by the greater

of certain factors specified in the Employment Agreement. From May 1, 2004 to
April 30, 2009, Mr. Brodsky will receive an annual base salary of $600,000.

Bonus. For calendar years 2002, 2003, and a pro-rated portion of 2004, Mr.
Brodsky will be entitled to receive the maximum amount of his cash bonus under
the Company's Executive Cash Bonus Plan. He will not be entitled to participate
in this plan after 2004.

SERP; Post-Retirement Programs; Split-Dollar Arrangements. Mr. Brodsky will
be entitled to participate in the Company's Supplemental Executive Retirement
Plan and, if not terminated earlier, Mr. Brodsky's employment will be deemed to
terminate on April 30, 2004 for purposes of this plan. At the end of the Term,
Mr. Brodsky will be eligible to participate in the Company's post-retirement
benefits plan for a number of years based upon his years of service with the
Company. Upon termination of such post-retirement benefits, the Company will
provide Mr. Brodsky and his wife, for the remainder of their lives, a medical
plan to supplement Medicare and will reimburse Mr. Brodsky and his wife for
amounts not paid or reimbursed by their health care plans so as to provide them
with health care benefits equivalent to those available to Company employees
(the "Health Benefits"). The Company will continue all split-dollar
arrangements, as in effect on the date of the Employment Agreement. As of July
30, 2002, however, due to considerations raised by the Sarbanes-Oxley Act of
2002, the Company ceased to pay premiums associated with Mr. Brodsky's
split-dollar life insurance policies.

CIC Funds. Upon the earlier of the date that Mr. Brodsky is no longer an
executive employee of the Company and his termination of employment for any
reason other than cause (as defined in the Employment Agreement), the Company
will purchase his general partnership interest in CIC for a purchase price equal
to the fair market value of the partnership's interest.

Termination of Employment. If Mr. Brodsky's employment is terminated due to
his death, all outstanding stock options will vest and become exercisable for
the remainder of their original terms, the Company will continue to pay to his
surviving spouse his then current annual base salary for five years or, if
earlier, until the date of her death, and the Company will provide the Health
Benefits until the date of her death. If his employment is terminated due to
disability, the Company will continue to pay his then current annual base salary
for five years, or, if earlier, until April 30, 2009, certain executive
perquisites will continue through this period, all outstanding stock options
will vest and become exercisable for the remainder of their original terms and
Mr. Brodsky will be entitled to participate in the Company's post-retirement
benefits plan based upon years of service with the Company. In the event that
Mr. Brodsky dies while receiving these benefits, the Company will provide
benefits to his spouse as described above under termination due to death.

In the event that the Company terminates Mr. Brodsky's employment without
cause (as defined in the Employment Agreement), Mr. Brodsky will be entitled to
receive, for the remainder of the Term, monthly payments of base salary (based
on the highest annual base salary Mr. Brodsky received prior to his
termination), amounts that would otherwise have been payable under the Company's
2002 Executive Cash Bonus Plan, the Health Benefits, or, at his option, the
Company will make available private health insurance, and certain executive
perquisites. In addition, all outstanding stock options will vest and become
exercisable for the remainder of their original terms and Mr. Brodsky will be
reimbursed for the cost of obtaining office space and secretarial support for
the remainder of the Term comparable to what he had been provided while an
employee. At the end of the Term, he will be entitled to participate in the
Company's post-retirement benefits plan. In the event that Mr. Brodsky dies
while receiving these benefits, the Company will provide benefits to his spouse
as described above under termination due to death.

In the event that Mr. Brodsky retires, all outstanding stock options will
vest and become exercisable for the remainder of their original terms, Mr.
Brodsky will be entitled to participate in the Company's post-retirement
benefits plan based upon years of service with the Company, and he will continue
to receive certain executive perquisites through the remainder of the Term. Upon
termination of Mr. Brodsky's employment at the end of the Term, all outstanding
stock options will vest and become exercisable for the remainder of their
original terms.

Noncompetition and Confidentiality. Under the Employment Agreement, Mr.
Brodsky has agreed not to compete with the Company during his employment and for
two years after termination of his employment for any reason other than a
termination without cause. The Employment Agreement also requires him to
maintain the

confidentiality of certain information of the Company, and not to use such
information except for the benefit of the Company, at all times during his
employment and after termination of his employment.

Change of Control Provisions. Prior to any Change of Control (as defined in
the Employment Agreement), the Company must establish and fund a grantor trust,
the amounts in which will be subject to claims of the Company's creditors in the
case of the Company's bankruptcy, for the purpose of paying all deferred
compensation, nonqualified retirement benefits, and split-dollar life insurance
premiums and bonuses for Mr. Brodsky then applicable. Upon the occurrence of a
Change of Control, such trust must become irrevocable (if not already
irrevocable), and the Company must continue to make payments into such trust to
maintain sufficient amounts therein to fund all benefits subject to the trust.
Under the terms of the Employment Agreement, the Broadband Acquisition was a
Change of Control. Mr. Brodsky elected to waive his right to have the Company
fund the trust at the time of the Broadband Acquisition; however, Mr. Brodsky
may exercise this right at any time by providing notice to the Company.

Stock Performance Graph

The following graph compares the yearly percentage change in the cumulative
total shareholder return on each of the Company's Class A Common Stock and Class
A Special Common Stock during the five years ended December 31, 2002 with the
cumulative total return on the Standard & Poor's 500 Stock Index and with a
selected peer group consisting of the Company and other companies engaged in the
cable communications industry. Previously, the peer group (the "Prior Peer
Group") consisted of Cablevision Systems Corporation (Class A), Adelphia
Communications Corporation ("Adelphia"), Cox Communications, Inc. and Charter
Communications, Inc. (Class A). The Company has decided to designate a new peer
group (the "New Peer Group") that excludes Adelphia in light of Adelphia's
bankruptcy filing. For periods prior to the date of the Broadband Acquisition,
references to the Company's Class A Common Stock and Class A Special Common
Stock are to the Class A Common Stock and the Class A Special Common Stock of
Old Comcast. The comparison assumes $100 was invested on December 31, 1997 in
the Company's Class A Common Stock and Class A Special Common Stock and in each
of the foregoing indices and assumes the reinvestment of dividends.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

[GRAPH]

1998 1999 2000 2001 2002
---- ---- ---- ---- ----
(in dollars)

Comcast Class A..................................... 181 301 260 227 148
Comcast Class A Special............................. 186 321 265 229 144
S&P 500 Stock Index................................. 129 156 141 125 97
Prior Peer Group Index.............................. 181 282 253 204 111
New Peer Group Index................................ 180 281 254 209 121

Report on Executive Compensation

The Compensation Committee of the Board of Directors (the "Committee")
provided the following report on executive compensation.

The Committee is responsible for determining the nature and amount of
compensation to be paid to the Company's executive officers, including
establishing performance-based criteria and goals related to compensation,
administering the Company's equity incentive and bonus plans, making grants of
awards under such plans, and approving agreements with the CEO and the other
executive officers. The members of the Committee are "independent persons" (as
defined in the Charter), "independent directors" (as defined under Nasdaq
rules), as well as "outside directors" (as defined in Section 162(m) of the
Internal Revenue Code of 1986, as amended).

The Committee was established following completion of the Broadband
Acquisition. Generally, the Compensation Committee and Compensation Subcommittee
of the Board of Directors of Old Comcast (collectively, the "Prior Committee")
made stock option awards in 2002 and established 2002 salary levels and certain
2002 annual incentive bonus targets. For this reason, in certain instances, this
report relates to determinations made by the Prior Committee. The Prior
Committee consisted of Messrs. Sheldon M. Bonovitz (Chair), S. Decker Anstrom,
Joseph L. Castle, II and Bernard C. Watson (Compensation Committee) and Messrs.
Joseph L. Castle, II and Mr. Bernard C. Watson (Compensation Subcommittee). In
making decisions regarding compensation following the Broadband Acquisition, in
addition to considering the compensation philosophy and practices of Old
Comcast, the Committee took into account considerations specific to the
increased size and complexity of the Company due to the Broadband Acquisition,
which will impose greater responsibilities and demands on its executive
officers.

Compensation Policy. The primary goal of the Committee when assessing
compensation alternatives is to attract and retain highly qualified executive
officers and key employees in an effort to enhance shareholder value. The
Company intends to realize this goal by providing competitive compensation and
permitting executive officers to take an ownership stake in the Company
commensurate with their relative levels of seniority and responsibility. The
Committee performs a general review each year of the Company's executive
compensation.

For the period prior to the Broadband Acquisition, the CEO and the other
named executive officers were employed under employment agreements and
arrangements with Old Comcast. In May 2002, in recognition of his unique role
with respect to Old Comcast and in order to retain his services, Old Comcast
entered into an employment agreement with Mr. Julian A. Brodsky. The employment
agreements with each of Messrs. Brian L. Roberts, Ralph J. Roberts and Brodsky
were amended by the Prior Committee in November 2002 primarily to address
certain entitlements relating to a change of control of the Company, which had
been waived in connection with the Broadband Acquisition, as well as, in the
case of Mr. Brian L. Roberts and Mr. Ralph J. Roberts, to increase each
individual's base compensation and bonus opportunities in consideration of their
positions with the Company and their heightened responsibilities following the
completion of the Broadband Acquisition. Each of these agreements, as amended,
was assumed by the Company in connection with the Broadband Acquisition.

With respect to 2002, the Prior Committee's general goal was to provide the
executive officers (other than the CEO and Mr. Ralph J. Roberts) with total
compensation that, based on individual and Company performance over an
appropriate period of time, was generally between the 50th and 75th percentile
of total compensation for executives with comparable positions at peer
companies. In the case of the CEO and Mr. Ralph J. Roberts, compensation has
historically been determined by an individualized assessment of each of their
performances and by comparison to executives of other companies who have been
"founders" (i.e., the persons most responsible for extraordinary growth and
success at their companies, regardless of industry) or primarily responsible for
the growth of such companies over time.

In July 2002, the Prior Committee approved a compensation program under
which the Company's senior management and executive officers, other than the CEO
and Mr. Ralph J. Roberts who were then not eligible to participate, would become
entitled to certain benefits contingent upon the successful completion of the
Broadband Acquisition. The program was established to provide these individuals
with appropriate incentives to accomplish important business objectives relating
to the Broadband Acquisition itself as well as the integration of the business
of the former AT&T Broadband Corp. following the acquisition. The CEO and Mr.
Ralph J. Roberts became eligible to participate in this program in November
2002, upon the recommendation of an independent compensation consultant who
considered, among other factors, their positions with the Company and their
increased responsibilities following the Broadband Acquisition. Pursuant the
terms of the program (as incorporated, in certain instances, in amendments to
existing compensation agreements), annual base salaries of the Company's
executive officers were increased at the time of completion of the Broadband
Acquisition and supplemental cash bonuses were earned by the executive officers
in 2002. The supplemental cash bonus portion of this program was later
formalized by the Committee under the 2002 Supplemental Cash Bonus Plan.

The total compensation of the Company's executive officers, including the
CEO, in 2002 was primarily determined pursuant to their employment and
compensation agreements and the Company's cash bonus and equity award plans, as
well as, for certain executives, split-dollar life insurance policies and term
insurance policies. With respect to the split-dollar portion of certain of the
executive officers' compensation, as of July 30, 2002, due to

considerations raised by the Sarbanes-Oxley Act of 2002, the Company ceased to
pay the premiums associated with these insurance policies. The Company is
contractually required to pay such premiums under the terms of existing
employment agreements and has not, as of yet, entered into any supplemental
arrangements with respect to this foregone compensation. The Committee may
consider alternatives to address this issue.

In 2002, the Company sought to achieve a mix of the various forms of
compensation noted above to properly compensate and motivate its executives on
an individual basis commensurate with their relative levels of seniority and
responsibility. A variety of factors was considered in arriving at the amount
and mix of compensation paid or awarded to the Company's executive officers. Key
factors in the assessment of the compensation of the Company's executive
officers were the Company's overall performance, their respective roles in the
successful management and ultimate completion of the Company's acquisition of
the AT&T Broadband business, and their individual responsibility and role with
respect to overall corporate policy-making, management and administration. No
specific weighting, however, was assigned to any of these factors in determining
the remuneration paid or awarded to the named executive officers for 2002.

The Committee believes, consistent with the belief of the Prior Committee,
that the Company's most direct competitors for executive talent are comprised of
a broader range of companies than those with which the Company would ordinarily
be compared for stock performance purposes. Thus, the compensation comparison
group also included companies that are not included in the peer group index in
the stock performance graph above.

Base Salary. The Company's philosophy with respect to setting base salary
is generally to compensate its executive officers with reasonable current income
on a competitive basis. The base salaries of all executive officers were
increased in January 2002, pursuant to the Company's standard practice and
pursuant to the terms of certain compensation or employment agreements in effect
at the beginning of 2002, and in November 2002 (except for Mr. Brodsky),
pursuant to the compensation program described above, upon completion of the
Broadband Acquisition.

Bonuses. Annual cash bonuses for the Company's executive officers were
determined under the 2002 Executive Cash Bonus Plan, which was recommended by,
and designed in consultation with, an independent compensation consultant and
approved by the shareholders of Old Comcast. Under the 2002 Executive Cash Bonus
Plan, each executive designated by the Prior Committee was eligible to earn an
annual bonus of up to 150% of the sum of his or her base salary and any unearned
target bonus from any prior plan year, but not more than $3 million, based on
annual cash flow performance targets established in advance by the Prior
Committee. The Prior Committee selected increases in cash flow as the single
most significant measure of operating performance of the Company and other
companies in the Company's industries. The target bonus for each of the named
executive officers is based on the Committee's assessment of the optimal mix of
base and incentive cash compensation. In 2002, the target bonus for Mr. Brian L.
Roberts was 150%, and the target bonuses for the Company's other named executive
officers were 50%. Based on the Company's cash flow for such period, 100% of the
target bonuses were earned for 2002 under the plan. In addition, the Company's
executive officers earned supplemental cash bonuses under the supplemental
compensation program described above. With respect to 2002, the supplemental
cash bonus for Mr. Brian L. Roberts was 150% of base salary, and the
supplemental bonuses for the Company's other named executive officers were 50%
of base salary.

Equity-Based Incentive Compensation. The Company's equity-based incentive
compensation is in the form of stock option grants. The Committee believes that
reliance upon such incentives is advantageous to the Company because it fosters
a long-term commitment by the recipients to the Company and motivates these
individuals to seek to improve the long-term market performance of the Company's
stock. The Prior Committee sought to achieve these long-term objectives in part
by extending the period of time in which the options vest over a longer period
than is the case with many other companies, and the Committee shares this
philosophy. In the most recent group of options granted to executive officers
during 2002, generally over half of each optionee's options vests over five
years and the balance vests over a period of nine years and six months. Stock
options produce value to the executive officers only if the price of the
Company's stock appreciates, thereby directly linking the interests of the
executive officers with those of the Company's shareholders. The Prior Committee
awarded stock options in 2002 to the CEO and the Company's other executive
officers. In general, such option grants were based on a proportional
relationship to the expected cash compensation of the option recipients, taking
into account prior option grants and grants made at the

same time to other executives of the Company. In the case of the CEO, grants
were in part based on other factors relating to his contributions to the
Company, such as those described under "Compensation of CEO," below.

Compensation of CEO. The CEO's compensation for 2002 was determined under
the terms of the Compensation Agreement, which was amended in November 2002, as
described above under "Compensation Policy" (a summary of the material terms of
this agreement can be found under "Agreements with Executive Officers --
Compensation Agreement with the Chief Executive Officer"). The levels of
compensation provided under the Compensation Agreement were determined when such
agreement was entered into, or amended, based on a review by the Prior
Committee, and an independent compensation consultant of compensation levels of
chief executive officers at other companies in comparable industries and of
certain chief executive officers in other industries who were the persons
primarily responsible for the growth of such companies over a substantial period
of time. Pursuant to the amendment to the Compensation Agreement, in November
2002 the annual base salary of the CEO was increased to $2,000,000. In approving
the Compensation Agreement, the Prior Committee also took into account an
assessment of the importance of maintaining the continued active participation
of the CEO in the Company's affairs over the periods covered by the Compensation
Agreement, the Company's growth and overall performance during the period prior
to 1998, and the CEO's prior compensation levels during those periods.
Generally, other than as stated above, the Prior Committee did not consider
specific performance measures in approving or amending the Compensation
Agreement.

The CEO's compensation in 2002 consisted of the salary and benefits fixed
by the Compensation Agreement, awards under the 2002 Executive Cash Bonus Plan
and the 2002 Supplemental Cash Bonus Plan, and an award of options to purchase a
total of 750,000 shares of Class A Special Common Stock. This award was made in
2002 based on the proportional relationship to the CEO's expected cash
compensation for the year and also took into account prior option grants and
grants made at the same time to other executive officers of the Company.

Effect of Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code provides that certain compensation in excess of $1 million
paid to the chief executive officer and the other five most highly compensated
executive officers of a public company (determined as of the last day of the
company's tax year) will not be deductible for federal income tax purposes. The
Committee expects to engage in an ongoing review of the Company's compensation
practices for purposes of obtaining the maximum continued deductibility of
compensation paid by the Company consistent with its existing commitments and
ongoing competitive needs. While the tax impact of any compensation arrangement
is one factor to be considered, such impact is evaluated in light of the
Committee's overall compensation philosophy. From time to time the Committee may
award compensation which is not fully deductible if the Committee determines
that such award is consistent with its philosophy and in the best interests of
the Company and its shareholders.

Members of the Compensation Committee
S. Decker Anstrom (Chair)
Joseph L. Castle, II
Dr. Judith Rodin
Michael I. Sovern

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders in 2004 must be received by December 3, 2003 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Shareholder proposals should be directed to Arthur R.
Block, Senior Vice President, General Counsel and Secretary, at the address of
the Company set forth on the first page of this Proxy Statement. Notwithstanding
the foregoing, shareholders with suggestions on the nomination of directors must
comply with the procedures set forth under the caption "Committees and Meetings
of the Board of Directors."

A shareholder may wish to have a proposal presented at the Annual Meeting
of Shareholders in 2004, but not to have such proposal included in the Company's
proxy statement and form of proxy relating to that meeting. Pursuant to Section
2.09 of the Company's By-laws, in the case of an annual meeting that is called
for a date between April 7, 2004 and June 6, 2004, notice of any such proposal
must be received by the Company between February 6, 2004 and March 8, 2004. (In
the case of an annual meeting called for a date that is not between April 7,
2004 and June 6, 2004, notice of any such proposal must be received by the
Company no later than the close of business on the tenth day following the day
on which notice of the date of the meeting was mailed or public disclosure of
the date of the meeting was made, whichever occurs first.) If it is not received
during this period, such proposal shall be deemed "untimely" for purposes of
Rule 14a-4(c) under the Exchange Act, and, therefore, the proxies will have the
right to exercise discretionary voting authority with respect to such proposal.
Any such proposal should be directed to Arthur R. Block, Senior Vice President,
General Counsel and Secretary, at the address of the Company set forth on the
first page of this Proxy Statement.

SOLICITATION OF PROXIES

The accompanying form of proxy is being solicited on behalf of the Board of
Directors. The expenses of solicitation of proxies for the meeting will be paid
by the Company. In addition to the mailing of the proxy material, such
solicitation may be made in person or by telephone or facsimile by directors,
officers or regular employees of the Company or its subsidiaries. The Company
has retained D.F. King & Co., Inc. at an estimated cost of $18,000, plus
reimbursement of expenses, to assist in its solicitation of proxies from
brokers, nominees, institutions and individuals. Arrangements will also be made
with custodians, nominees and fiduciaries for forwarding proxy solicitation
materials to beneficial owners of shares held of record by such custodians,
nominees and fiduciaries, and the Company will reimburse such custodians,
nominees and fiduciaries for reasonable expenses incurred in connection
therewith.

Electronic Access to Proxy Materials and Annual Report

Shareholders can access Notice of Meeting and Proxy Statement and Annual
Report via the Internet on the Investor Relations Website at
http://www.cmcsa.com or http://www.cmcsk.com. For future shareholder meetings,
registered shareholders can consent to access their proxy statement and annual
report electronically. Shareholders can choose this option by marking the
"Electronic Access" box on the proxy card or by following the instructions
provided when voting by telephone or via the Internet. If you choose this
option, prior to each shareholder meeting you will receive in the mail your
proxy card that provides a notice of meeting with a business reply envelope. You
do not need to select this option each year; however, you may want to choose
this option for more than one account held in your name. Your choice will remain
in effect unless you revoke it by contacting the Company's transfer agent,
EquiServe, at 1-888-883-8903 or visiting EquiServe's site at
http://www.econsent.com/cmcsa. Beneficial shareholders, (those who hold shares
through a bank, broker, or other record holder) may request electronic access by
contacting their broker or financial institution.

IMPORTANT NOTICE REGARDING DELIVERY OF
SECURITY HOLDER DOCUMENTS

Under Securities and Exchange Commission rules, delivery of one annual
report and proxy statement to two or more investors sharing the same mailing
address is now permitted, under certain conditions. This procedure, called
"householding," is available to you if all of the following criteria are met:

(1) You have the same address as other security holders of the
Company registered on the Company's books;

(2) You have the same last name as the other security holders; and

(3) Your address is a residential address or post office box.

If you meet this criteria, you are eligible for householding and the
following terms apply. If you are not eligible, please disregard this notice.

For Eligible Security Holders

Only one annual report and proxy statement will be delivered to the shared
mailing address. You will, however, still receive separate mailings of important
and personal information, as well as a separate proxy card.

What do I need to do to receive just one set of annual disclosure material?

You do not have to do anything. Unless EquiServe is notified otherwise
within 60 days of the mailing of this notice, your consent is implied and only
one set of material will be sent to your household. This consent is considered
perpetual, which means you will continue to receive a single annual report/proxy
statement in the future unless you tell us otherwise.

What if I want to continue to receive multiple sets of material?

If you would like to continue to receive a separate set of material for
yourself, call or write EquiServe at 1-888-883-8903 or P.O. Box 43091,
Providence, Rhode Island 02940-3091. A separate set of materials will be sent to
you promptly.

What if I consent to have one set of materials mailed now, but change my mind
later?

Call or write EquiServe to turn off the householding instructions for
yourself. You will then be sent a separate annual report and proxy statement
within 30 days of receipt of your instruction.

The reason I receive multiple sets of material is because some of the stock
belongs to my children. What happens when they move out and no longer live in my
household?

When there is an address change for one of the members of the household,
materials will be sent directly to the shareholder at his/her new address.

ANNUAL REPORT ON FORM 10-K

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR ITS MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO
"INVESTOR RELATIONS" AT THE ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE
OF THIS PROXY STATEMENT.

[FORM OF PROXY -- CLASS A]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS FOR THE ANNUAL MEETING ON MAY 7, 2003

I hereby appoint David L. Cohen and Arthur R. Block, and each of them acting
individually, as proxies, with the powers I would possess if personally present,
and with full power of substitution, to vote all my shares in Comcast
Corporation at the annual meeting of shareholders to be held at The First Union
Complex, 3601 South Broad Street, Philadelphia, PA 19148 at 9:00 a.m. local time
on May 7, 2003, and at any adjournment thereof, upon all subjects that may
properly come before the meeting, including the matters described in the proxy
statement, and in accordance with my instructions on the reverse side of this
proxy card. In the event that any other matter may properly come before the
meeting, or any adjournment thereof, the proxies are each authorized to vote
such matter in his discretion. I hereby revoke all previous proxies given to
vote at the annual meeting or any adjournment thereof.

The shares represented by this proxy card will be voted in accordance with your
instructions if the card is signed and returned. If your card is signed and
returned without instructions except as otherwise required by the plans noted
below, your shares will be voted in favor of Proposals 1, 2(A)-(E), 3 and 4. In
either case, each of the proxies will be authorized to vote your shares in his
discretion on any other matter that may properly come before the meeting. This
card votes all of the shares of the Common Stock of the Company held under the
same registration in any one or more of the following matters: as a shareholder
of record, in the Comcast Corporation 401(k) Plan or in the AT&T Broadband
401(k) Plan. If you hold shares in the Comcast Corporation 401(k) Plan and you
do not return a proxy card, your shares will not be voted. If you hold shares in
the AT&T Broadband 401(k) Plan and do not return a proxy card, the trustee will
vote your shares in the same proportion as the shares for which instructions
were received from other plan participants. If you do not vote by telephone or
Internet, or sign and return a proxy card or attend the annual meeting and vote
by ballot, your shares cannot be voted. If you are voting with this proxy card,
please mark your choices and sign the other side of the proxy card and return it
promptly to Comcast Corporation c/o EquiServe Trust Company, N.A., P.O. Box
8694, Edison, NJ 08818-8694.

IMPORTANT NOTICE: All annual meeting attendees may be asked to present a valid,
government-issued photo identification (federal, state or local), such as a
driver's license or passport, before entering the meeting. In addition, video
and audio recording devices and other electronic devices will not be permitted
at the annual meeting, and attendees will be subject to security inspections.

I acknowledge the receipt of the notice of annual meeting of shareholders, proxy
statement and 2002 annual report of Comcast Corporation.

(Continued and to be dated and signed on the reverse side)
{SEE REVERSE SIDE}

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FOLD AND DETACH HERE

/X/ Please mark votes as in this example.

The Board of Directors recommends that you vote FOR Proposals 1, 2(A)-(E),
3 and 4.

1. To ratify appointment of Independent Auditors.