COMCAST CORPORATION

*Calculated solely for the purposes of determining the filing fee. This amount assumes that options to purchase 41,471,376 shares of Comcast Class A Common Stock and 276,731 shares of Comcast Class A Special Common Stock having an aggregate value of $125,921,213, and $2,197,956, respectively, as of October 4, 2004, will be sold by eligible option holders to Comcast under the Stock Option Liquidity Program. The aggregate value of the options to purchase Class A Common Stock was calculated using $29.21, which was the average of the high and low per share price of Comcast’s Class A Common Stock as reported on the Nasdaq National Market on October 4, 2004. The aggregate value of the options to purchase Class A Special Common Stock was calculated using $28.90, which was the average of the high and low per share price of Comcast’s Class A Special Common Stock as reported on the Nasdaq National Market on

October 4, 2004. The aggregate value of all of the options was also determined based on the pricing structure determined by Comcast for any of a range of anticipated average prices of Class A Common Stock or Class A Special Common Stock over a specific averaging period, such pricing structure for any given average price of either Class A Common Stock or Class A Special Common Stock generating a specific price for each option with the same exercise price per share and the same expiration date (as may be amended in accordance with the Stock Option Liquidity Program). The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $126.70 per million dollars of the value of the transaction.

CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

Amount Previously Paid: $147,817

Form or Registration No.: Form S-3

Filing Party: Comcast Corporation

Date Filed: September 21, 2004

CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.

Check the appropriate boxes below to designate any transactions to which the statement relates:

THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.

ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.

GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.

SCHEDULE 13D UNDER RULE 13D-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

Summary Term Sheet.

The information set forth in Section I (“Summary Term Sheet”) of the Notice to Eligible Optionees of Stock Option Liquidity Program, dated October 8, 2004 (the “Notice”), attached hereto as Exhibit (a)(1), is incorporated herein by reference.

Subject Company Information.

(a) Name and Address

The name of the subject company and issuer is Comcast Corporation (“Comcast”), with its principal executive offices at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148, and telephone number (215) 665-1700.

(b) Securities

The information set forth under “Eligible Options” in Section II.1. (“Eligibility; Requirement to Sell All or None; Election Period; Other Amendments; Transfer of Title; Other Definitions”) of the Notice is incorporated herein by reference.

(c) Trading Market and Price

The information set forth in Section II.11. (“Price Range of Comcast Common Stock”) of the Notice is incorporated herein by reference.

Identity and Background of Filing Person.

The filing person is the subject company.

Terms of the Transaction.

(a) Material Terms

The information set forth in the following sections of the Notice is incorporated herein by reference:

Section II.1. Eligibility; Requirement to Sell All or None; Election Period; Other Amendments; Transfer of Title; Other Definitions;

Section II.2. Valuation of Options; Average Closing Price; Valuation Based on Possible Average Closing Prices;

Section II.3. Payment for Options Sold to JPMorgan;

Section II.5. Purpose of the Program;

Section II.6. Procedures;

Section II.7. Withdrawal of an Election to Participate;

Section II.8. Extension of Election Period; Reduction of Averaging Period;

Section II.9. Stock Option Liquidity Program Conditions and Termination Events;

Section II.10. Role of JPMorgan in the Program; Hedging Activities Conducted by JPMorgan; Arrangements with JPMorgan;

Section II.12. Source and Amount of Consideration;

Section II.14. Interests of Directors and Officers; Transactions and Arrangements; and

Section II.17. Material U.S. Federal Income and Other Tax Consequences.

(b) Purchases

The information set forth in Section II.14. (“Interests of Directors and Officers; Transactions and Arrangements”) of the Notice is incorporated herein by reference.

Past Contacts, Transactions, Negotiations and Arrangements.

(e) Agreements Involving the Subject Company’s Securities

The information set forth in Section II.9. (“Stock Option Liquidity Program Conditions and Termination Events”), Section II.10. (“Role of JPMorgan in the Program; Hedging Activities Conducted by JPMorgan; Arrangements with JPMorgan”) and Section II.14. (“Interests of Directors and Officers; Transactions and Arrangements”) of the Notice is incorporated herein by reference.

Purposes of the Transaction and Plans or Proposals.

(a) Purposes

The information set forth in Section II.5. (“Purpose of the Program”) of the Notice is incorporated herein by reference.

(b) Use of Securities Acquired

The information set forth in Section II.15. (“Accounting Consequences to Comcast of the Program”) and Section II.13. (“Information about Comcast, Including Summary Financial Information”) of the Notice is incorporated herein by reference.

(c) Plans

The information set forth in Section II.10. (“Role of JPMorgan in the Program; Hedging Activities Conducted by JPMorgan; Arrangements with JPMorgan”) and Section II.13. (“Information about Comcast, Including Summary Financial Information”) of the Notice is incorporated herein by reference.

Source and Amount of Funds or Other Consideration.

(a) Source of Funds.

The information set forth in Section II.12. (“Source and Amount of Consideration”) of the Notice is incorporated herein by reference.

(b) Conditions

The information set forth in Section II.8. (“Extension of Election Period; Reduction of Averaging Period”) and Section II.9. (“Stock Option Liquidity Program Conditions and Termination Events”) of the Notice is incorporated herein by reference.

Interest in Securities of the Subject Company.

(a) Securities Ownership

The information set forth in Section II.14. (“Interests of Directors and Officers; Transactions and Arrangements”) of the Notice is incorporated herein by reference.

(b) Securities Transactions

The information set forth in Section II.14. (“Interests of Directors and Officers; Transactions and Arrangements”) of the Notice is incorporated herein by reference.

Person/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations

Neither Comcast nor its board of directors makes any recommendation as to whether optionees should participate in the Stock Option Liquidity Program. Comcast has not employed anyone, directly or indirectly, to make any solicitation or recommendation in connection with the Stock Option Liquidity Program.

Financial Statements.

(a) Summary Financial Information

The information set forth in Section II.13. (“Information about Comcast, Including Summary Financial Information”) of the Notice, Item 8 (“Financial Statements and Supplementary Data”) of Comcast’s Form 10-K, filed with the SEC on March 12, 2004 and Comcast’s Current Report on Form 8-K filed with the SEC on September 21, 2004, which contains audited consolidated financial statements for the year ended December 31, 2003 that supersede the audited consolidated financial statements contained in the Form 10-K, is incorporated herein by reference.

Additional Information.

The information set forth in Section II.16. (“Legal Matters; Regulatory Approvals”) of the Notice, and in the Notice in general, is incorporated herein by reference.

Exhibits.

Information Required by Schedule 13E-3.

Not applicable.

not have been an employee of Comcast or its subsidiaries since July 1, 2004;

not be an officer or director of Comcast or any of its subsidiaries as of the date of this Notice; and

hold stock options, that:

were granted under the Comcast 2003 Stock Option Plan, the Comcast 2002 Stock Option Plan, or the AT&T Broadband Adjustment Plan, under which Comcast assumed certain stock options in connection with Comcast’s acquisition of AT&T Broadband Corp. in November 2002; and

  expire on or after December 31, 2004.

mailing your completed paper copy of the Election Form, marked to indicate your election to participate to Mellon Investor Services LLC, Attn: Reorganization Dept., P.O. Box 3301, South Hackensack, NJ 07606, USA. Additional forms may be requested by contacting the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or

(201) 329-8662 (if calling from outside the U.S.) Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time. If you are submitting your Election or Withdrawal Form via mail, in order for your election to participate or withdraw to be valid, Mellon Investor Services must RECEIVE your signed Election Form by the Election Deadline.

following the instructions to make your election to participate on the Web Site at https://www.corporate-action.net/comcast.

contacting a customer service representative at the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.). Customer service representatives are available Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time.

SUMMARY TERM SHEET

      The following are answers to some of the questions you may have about this Stock Option Liquidity Program. We urge you to read carefully all of this Notice to familiarize yourself with full details of the Program. The information in this summary is not complete. Additional important information is contained in the remainder of this Notice and the other Stock Option Liquidity Program documents. We have included references to the relevant sections of the Terms and Conditions (which you will find immediately following this Summary Term Sheet) where you may find a more complete description of the topics in this summary. All capitalized terms are defined terms, and the location(s) of their definitions in this Notice are provided in the listing of Defined Terms following the Terms and Conditions.

      The Stock Option Liquidity Program is a program intended to allow you to sell all (but not less than all) of your Eligible Options in exchange for a Net Payment in cash. If you elect to participate in the Stock Option Liquidity Program, all of your Eligible Options will be sold under the Stock Option Liquidity Program to Comcast.

      Your participation in the Stock Option Liquidity Program is completely voluntary.

      The Program will enable you to receive cash for your Eligible Options, thus enabling you to realize some value for your Eligible Options.

      From our perspective, the Program serves important compensation and personnel goals, including rationalizing the ownership of all employee options and reducing the option holdings of option holders who no longer contribute to Comcast’s performance in the marketplace.

      Additionally, the Program will provide ongoing benefits to us through the elimination of the personnel time and expenses associated with the tracking and administration of the options that will be cancelled as part of the Program, which time and expense can be applied to other aspects of our compensatory programs.

      To be eligible to participate in the Stock Option Liquidity Program, you must be an Eligible Optionee. An Eligible Optionee is a person who holds Eligible Options, who has not been an employee of Comcast or one of its subsidiaries since July 1, 2004 and who is not an officer or director of Comcast or any of its subsidiaries as of the date of this Notice.

      No. Participation in the Stock Option Liquidity Program is completely voluntary.

      You may sell to us all of your stock options that:

were granted under the Comcast 2003 Stock Option Plan, the Comcast 2002 Stock Option Plan, or the AT&T Broadband Adjustment Plan, under which Comcast assumed certain stock options in connection with Comcast’s acquisition of AT&T Broadband Corp. in November 2002; and

expire on or after December 31, 2004.

      Eligible Options include options to purchase both Class A Common Stock and Class A Special Common Stock. The terms and conditions and all operational aspects of the Program are identical regardless of the class of common stock issuable upon the exercise of your Eligible Options. Except as otherwise indicated, the Average Closing Price(s) as used throughout this Notice will refer to the Average Closing Price of the class of our common stock underlying your Eligible Options. Accordingly, with respect to Eligible Options you hold to purchase our Class A Common Stock, the amount we will pay to you will be based upon the Average Closing Price of our Class A Common Stock. Likewise, with respect to Eligible Options you hold to purchase our Class A Special Common Stock, the amount we will pay to you will be based upon the Average Closing Price of our Class A Special Common Stock.

      You should read any part of this Notice that refers to “shares,” “stock” or “common stock” as referring to the class (or classes) of our common stock which would be issuable to you upon the exercise of your Eligible Options.

      The price paid for each Eligible Option at different possible Average Closing Prices was determined as a result of negotiations between Comcast and JPMorgan. The Average Closing Price means the arithmetic average (rounded up to the nearest 1/10,000 of a dollar) of the closing price of our common stock for every Available Trading Day during the Averaging Period. See “Does it matter if I hold Eligible Options to Purchase Class A Common Stock or Class A Special Common Stock?” for a discussion of the Average Closing Price with respect to the two different classes of common stock.

      The Averaging Period means a period consisting of from four to ten Available Trading Days and which we anticipate will commence on November 16, 2004 and end on December 1, 2004. An Available Trading Day means a trading day on which (a) there is no market disruption, (b) Comcast’s registration statement is available (pursuant to the terms of our agreements with JPMorgan) to be used by JPMorgan in connection with JPMorgan’s hedging activities (described below under the question “What market activities will JPMorgan engage in, and how could they affect me?” and in Section 11 of the Terms and Conditions), and (c) if JPMorgan so requests, we or our counsel has delivered a statement to JPMorgan regarding the availability of such registration statement. If the Averaging Period consists of three (3) or fewer Available Trading Days, then the Stock Option Liquidity Program will be terminated, in which case you will retain all of your Eligible Options on their current terms and conditions, the sale of your Eligible Options will be rescinded and you will not be paid for any Eligible Options, regardless of whether you elected to participate in the Stock Option Liquidity Program.

      As more fully described below, the Gross Payment for your Eligible Options is based on the price to be paid by JPMorgan for the options JPMorgan will purchase from us in connection with the Stock Option Liquidity Program. The underlying class of common stock, notional amounts, exercise prices and time to maturity of the options purchased from us by JPMorgan will be identical to the options sold to us by Eligible Optionees who elect to participate in the Stock Option Liquidity Program. The options purchased by JPMorgan will also include terms typically found in equity option transactions entered into between sophisticated financial counterparties at arm’s length. The value of the options to be purchased by JPMorgan from us under the Stock Option Liquidity Program may be lower than the theoretical value of the Eligible Options in your hands. The pricing of every Eligible Option was determined by negotiations between Comcast and JPMorgan, in part by reference to Black-Scholes and other option pricing models. The Gross Payment for your Eligible Options will be determined after the end of the Averaging Period based on the actual Average Closing Price.

      The expenses of operating and administering the program will be allocated among the Eligible Optionees participating in the Program. The amount of Program expenses allocated to each Eligible Optionee will be equal to $20 plus 1.5% of the Gross Payment. For example, if an Eligible Optionee’s

Gross Payment is $1,000, the amount allocated for Program expenses will be $35 or ($20 + (1.5% * $1,000)). In this example, the Net Payment by Comcast to the Eligible Optionee will be $965 (the Gross Payment of $1,000 less $35 of allocated Program expenses) (prior to any applicable tax withholdings).

      You will be able to estimate the Net Payment (before applicable withholding taxes are deducted by the Company) that you may receive for your Eligible Options based on possible Average Closing Prices by referring to the Election Form provided to you as part of the materials you received with this Notice or the Web Site (information available on the Election Form or the Web Site together will be referred to as the Pricing Information). For assistance in obtaining Pricing Information for your Eligible Options, or if you do not have access to the Web Site, you may also contact the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.) Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time.

      The Web Site may be referenced at https://www.corporate-action.net/comcast and you may log on using the PIN included in the materials sent to you along with this Notice.

      All amounts stated in this Notice are stated in U.S. dollars.

      The Gross Payment for your Eligible Options will be determined based on the actual Average Closing Price determined after the end of the Averaging Period, which may be lower than the closing price of our common stock at the Election Deadline. Therefore, it is possible that you will receive a lower price for your Eligible Options than you would have received if the price were based on the closing price of our common stock at the time your election becomes irrevocable.

      Your Gross Payment will be made to you less an amount of Program expenses related to the Program and allocated to you as a participant in the Program and the appropriate tax withholding by the Company. Please refer to Section 18 of the Terms and Conditions for a discussion of the fees and expenses expected to be incurred in conducting the Program. Holders of Eligible Options should also be aware that the Gross Payment to be received in respect of Eligible Options having higher exercise prices and/or earlier expiration dates will be smaller than those with lower exercise prices and/or later expiration dates and, in some cases, after the deduction of allocable Program expenses, the Net Payment to a holder of such Eligible Options may provide little or no value to such holder.

      In designing the pricing mechanism for the Program, we have sought to obtain optimal pricing for your Eligible Options. As described in Section 10 of the Terms and Conditions, in order to provide improved pricing for Eligible Options sold to us under the Program, JPMorgan will hedge its financial risk of owning the options that it is purchasing from us in connection with the Program after JPMorgan knows how many Eligible Options will be sold under (and thus how many options that it will purchase from us in connection with) the Program.

      Because JPMorgan cannot hedge its financial risk of owning the options that it is purchasing from us under the Program until it knows with certainty the total number of shares and class of common stock underlying the options purchased, and the exercise prices and expiration dates of such options (each of which will be determined based on which Eligible Options are sold to us under the Program), JPMorgan cannot execute the sales necessary to hedge such risk until after the Election Deadline, when it knows which Eligible Options have been sold under the Program.

      The price that JPMorgan is paying us for the options that it is purchasing from us under the Program is based on the actual market price of our common stock (the Average Closing Price during the Averaging Period).

      We decided to use the Average Closing Price over the Averaging Period (rather than a single day) so that the Gross Payment that you receive for your Eligible Options will be based on the value of our common stock over a representative period of time, and will be less subject to any short-term price fluctuations.

      Yes.

      All payments will be made to you by Comcast shortly after the consummation of the Program and such payment is currently expected to be made on December 7, 2004. All payments will be less an amount of Program expenses, and subject to the appropriate tax withholding by the Company, related to the Program and allocated to you as a participant in the Program.

      JPMorgan is obligated to pay Comcast for the options that it purchases from us in connection with the Stock Option Liquidity Program upon consummation of the Stock Option Liquidity Program, approximately four business days after the end of the Averaging Period. Comcast plans to make the Net Payment, subject to the appropriate tax withholdings, promptly thereafter. Accordingly, Comcast will receive funds from JPMorgan prior to distributing the funds to the Eligible Optionees who have elected to participate in the Stock Option Liquidity Program.

      The availability of the Stock Option Liquidity Program is not conditioned on a minimum number of Eligible Optionees participating in the Stock Option Liquidity Program or on an aggregate minimum number of Eligible Options being sold. In addition, there is no limit to the number of Eligible Options that may be sold in the Stock Option Liquidity Program. Subject to the conditions listed below, and as more fully described in Sections 8 and 9 of the Terms and Conditions, any Eligible Options that are properly and timely elected to be sold to us in accordance with the terms of the Stock Option Liquidity Program as provided in this Notice (including, if applicable, additional instructions on a paper copy of the Election Form) will be accepted by us, in exchange for the Net Payment, less the appropriate tax withholdings.

the absence of a Stock Option Liquidity Program Disruption Event, as described in Section 8 of the Terms and Conditions;

the absence of a termination of any of the Stock Option Liquidity Program transaction documents between JPMorgan and Comcast described in Section 10 of the Terms and Conditions;

performance by JPMorgan in all material respects of its obligations under the transaction documents, as described in Section 10 of the Terms and Conditions; and

the accuracy in all material respects of the representations and warranties regarding due authorization, validity, enforceability, noncontravention, and other similar matters made by JPMorgan in the Stock Option Liquidity Program documents.

      As more fully described in Section 9 of the Terms and Conditions, the Stock Option Liquidity Program is subject to several conditions and, under certain circumstances, we may terminate the Stock Option Liquidity Program. If the conditions to the Stock Option Liquidity Program are not satisfied or waived or if the Stock Option Liquidity Program is terminated, you will retain all of your Eligible Options on their current terms and conditions, the sale of your Eligible Options will be rescinded, and you will not be paid for any Eligible Options, regardless of whether you elected to participate in the Stock Option Liquidity Program.

      If you elect to participate in the Stock Option Liquidity Program and the Stock Option Liquidity Program is not terminated as explained in Section 8 of the Terms and Conditions, all of your Eligible Options will be sold to Comcast, including any Eligible Options with exercise prices less than the current market price per share of common stock underlying such Eligible Options, also known as “in the money options.” You will not be able to sell less than all of your Eligible Options. For example, if you have three grants of options at exercise prices of $15, $30, and $50 and you decide to participate in the Stock Option Liquidity Program, all of your options will be sold. You may not elect to sell the $30 and $50 options while retaining the $15 options, regardless of the market price of the underlying common stock. Likewise, if you have two grants of options with exercise dates in 2006 and 2008 and you decide to participate in the Stock Option Liquidity Program, all of your options will be sold. You may not elect to sell the options that expire in 2006 while retaining the options that expire in 2008.

      If you hold options to purchase shares of both our Class A Common Stock and our Class A Special Common Stock and you elect to participate in the Stock Option Liquidity Program, all of your options of both classes will be sold. You may not elect to sell your options to purchase Class A Common Stock while retaining your options to purchase Class A Special Common Stock.

      If you elect to sell your Eligible Options, you may still exercise any of your Eligible Options to acquire common stock at any time during the Election Period. Your election to sell Eligible Options will only apply to your Eligible Options that remain outstanding and unexercised at the Election Deadline.

      If you elect to sell your Eligible Options to us under the Program and subsequently exercise any of your Eligible Options during the Election Period, the exercise of such Eligible Options will be given priority, and such exercise will be deemed to be a withdrawal of the election to sell such Eligible Options to us under the Program. In such a situation, only such Eligible Options that are exercised will be withdrawn from the Program.

      If you have validly made and not withdrawn an election to participate as of the Election Deadline, you will not be able to exercise your Eligible Options after the Election Deadline unless and until the Stock Option Liquidity Program is terminated as described in Section 9 of the Terms and Conditions. In the event of such a termination, during the period from the Election Deadline to the date Comcast announces that the Stock Option Liquidity Program has been terminated, you will not be able to exercise your Eligible Options, and we will not compensate you or make you whole for any missed opportunity to exercise your Eligible Options as a result of your having participated in the Stock Option Liquidity Program.

      JPMorgan has no obligations to you under the Stock Option Liquidity Program. Only we are obligated to make any payments to you for the Eligible Options that you sell to us under the Stock Option Liquidity Program. JPMorgan is obligated to pay us for the options that it is purchasing from us if the Stock Option Liquidity Program is consummated, which is currently scheduled for December 7, 2004.

JPMorgan’s role in the Stock Option Liquidity Program is the result of a negotiated business arrangement between Comcast and JPMorgan.

      JPMorgan has informed us that it intends to enter into market transactions to hedge its exposure to the ownership of the Eligible Options, as amended. These market transactions are expected to include sales and purchases of our common stock that will take place during the Averaging Period, pursuant to a registration statement filed with the Securities and Exchange Commission.

      During the Averaging Period, JPMorgan expects to sell shares of our relevant common stock pursuant to the registration statement to establish its desired hedge position. JPMorgan expects to sell approximately equal numbers of shares on each day during the Averaging Period. These sales could have the effect of decreasing the market price of our common stock. If these sales decrease the market price of our common stock during the Averaging Period, this would cause you to receive a lower price for your Eligible Options under the Stock Option Liquidity Program.

      JPMorgan also expects to sell additional shares pursuant to the registration statement to comply with regulatory requirements. The sales of these additional shares will not be made to establish a hedge position. These additional shares, together with the shares JPMorgan sells to establish its desired hedge position, will equal the total number of shares underlying all Eligible Options that are sold under the Stock Option Liquidity Program. As a result, JPMorgan expects to purchase a number of shares in secondary market transactions approximately equal to the number of these additional shares that it sells, on the same days that it sells such additional shares, so that JPMorgan will be in its desired hedge position after taking into account all such additional sales and corresponding purchases. The number of shares purchased may be a significant percentage of the number of shares sold under the registration statement and, depending on market factors and the terms of the sold options, is likely to represent substantially more than half of the total number of shares sold. The sales and purchases that are not made to establish JPMorgan’s hedge position may take place before, during and after the Averaging Period.

      JPMorgan may also buy or sell additional shares of our common stock or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Eligible Options. JPMorgan also may be active in the market for our common stock other than in connection with hedging activities in relation to the Stock Option Liquidity Program. JPMorgan will make its own determination as to whether, when, on what terms and in what manner any hedging or market activities by it in our securities will be conducted. Any of JPMorgan’s market activities with respect to our common stock may affect the market price and volatility of our common stock.

      For Eligible Optionees Who Are U.S. Citizens or U.S. Residents

      If you are a U.S. citizen or U.S. resident (any person subject to tax in the U.S. as a resident) and you elect to sell your Eligible Options under the Stock Option Liquidity Program, we believe that you will recognize an amount of ordinary income for U.S. federal income tax purposes equal to your Net Payment. Such Net Payment will be treated as wages subject to federal income tax withholding and federal employment tax withholding and may also be subject to other withholding taxes, such as state and local taxes. Depending on your personal tax situation, you may owe U.S. federal income taxes on the Net Payment in excess of the amounts withheld. Special rules apply if you are a citizen or resident of Puerto Rico or the U.S. Virgin Islands. Please see below.

      We recommend that you consult with your own tax advisor to determine the tax consequences of selling your Eligible Options to us. See Section 17 of the Terms and Conditions for more information on the U.S. federal income tax consequences of the Stock Option Liquidity Program.

      For Eligible Optionees Who Are Not U.S. Citizens or Residents:

      Individuals who are not U.S. citizens or U.S. residents will generally be subject to the same U.S. tax treatment as U.S. citizens and U.S. residents in respect of Net Payment received on the sale of Eligible Options. However, Foreign Holders may not be subject to U.S. tax to the extent that a Net Payment is attributable to non-U.S. services or to the extent that the Foreign Holder can claim the benefits of a U.S. tax treaty or other U.S. law exempting the Net Payment from U.S. tax.

      We recommend that you consult with your own tax advisor to determine the tax consequences of selling your Eligible Options. See Section 17 of the Terms and Conditions for more information on the U.S. federal income tax consequences of the Stock Option Liquidity Program.

      For Eligible Optionees Who are Residents of the U.S. Virgin Islands or Puerto Rico:

      If you are a bona fide resident of the U.S. Virgin Islands at the close of the taxable year, you may, even if you are a U.S. citizen, be entitled to claim an exemption from withholding of U.S. federal income taxes with respect to the Net Payment received for the sale of Eligible Options. If you are a resident of Puerto Rico, you are not subject to U.S. federal income tax on the portion of the Net Payment, if any, that is attributable to services you performed in Puerto Rico.

      We recommend that you consult with your own tax advisor to determine the tax consequences of selling your Eligible Options. See Section 17 of the Terms and Conditions for more information on the U.S. federal income tax consequences of the Stock Option Liquidity Program.

      Participation in the Stock Option Liquidity Program is completely voluntary. If you elect not to participate, your existing Eligible Options will remain outstanding on their current terms and conditions. In addition, any options you hold other than Eligible Options will remain outstanding whether or not you participate in the Stock Option Liquidity Program.

      We do not plan to provide any other opportunities in the future that would be similar to this Stock Option Liquidity Program.

      We believe that you will not be subject to current U.S. federal income tax if you decide to keep your Eligible Options.

      The Election Period for the Stock Option Liquidity Program is scheduled to end on Tuesday, November 9, 2004, at 6:00 p.m., New York City/Eastern Time, unless we extend it as explained in Section 8 of the Terms and Conditions (such time, as it may be extended, is referred to as the Election Deadline).

      We may extend the Election Period for any of the reasons described in Section 7 of the Terms and Conditions.

      If we extend the Election Period, we will publicly announce the extension no later than 9:00 a.m., New York City/Eastern Time, on the next business day following the date the period would have expired if not extended. We will also announce the extension on the Web Site concurrently with the public announcement.

      An extension of the Election Period may reduce the number of trading days used in determining the Average Closing Price. Any delay in completing the Election Period could also reduce the number of

days available for the Averaging Period and thus increase the likelihood that the Stock Option Liquidity Program could be terminated as described in Section 9 of the Terms and Conditions.

      If you wish to participate in the Stock Option Liquidity Program, you must submit your election to participate by 6:00 p.m. New York City/Eastern Time on Tuesday, November 9, 2004, by either:

mailing your completed paper copy of the Election Form, marked to indicate your election to participate to Mellon Investor Services LLC, Attn: Reorganization Dept., P.O. Box 3301, South Hackensack, NJ 07606, USA. Additional forms may be requested by contacting Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.) Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time. If you are submitting your Election or Withdrawal Form via mail, in order for your election to participate or withdraw to be valid, Mellon must RECEIVE your signed Election Form by the Election Deadline.

following the instructions to make your election to participate on the Web Site at https://www.corporate-action.net/comcast.

contacting a customer service representative at the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.). Customer service representatives are available Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time.

      Any of the foregoing procedures may be used to withdraw an election to participate except that, if you choose to withdraw your election to participate by mail, you will need to mark the Withdrawal Form to indicate your withdrawal and mail the Withdrawal Form to the above address.

      Submission of your election to participate or withdraw by any other method will NOT be accepted. You may change your election by properly submitting an election to participate or to withdraw from participation until the Election Deadline. After this deadline, no elections to participate or to withdraw will be accepted.

      If you submit your election to participate via the Web Site, you will promptly receive a confirmation through the Web Site. We recommend you print a copy of this confirmation for your records. If you submit your election via the mail or the telephone, you may obtain a confirmation of the status of your election through the Web Site.

      Your proper and timely use of any of these methods to submit an election to participate or an election to withdraw from participation will constitute a Submitted Election. To be timely, your election must be RECEIVED by the Election Deadline either by us via the Web Site or by mail to Mellon Investor Services LLC, Attn: Reorganization Dept., P.O. Box 3301, South Hackensack, NJ 07606, USA. You are responsible for any untimely or otherwise improper submission.

      If you have questions about making an election, you may contact the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.) Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time. You should review this Notice (including, if applicable, additional instructions on a paper copy of the Election Form) before making your election.

      If you elect to participate in the Stock Option Liquidity Program and you later want to withdraw your election to participate, you must submit your election to withdraw using any of the means that you could have used to submit an election to participate. See the question “What do I need to do to participate in the Stock Option Liquidity Program?” and Section 6 of the Terms and Conditions. Your election to withdraw must be RECEIVED before the Election Deadline.

      If you withdraw your election and you later decide you want to participate in the Stock Option Liquidity Program, you may again elect to participate as long as you submit your election in accordance with the instructions in Section 5 of the Terms and Conditions by the Election Deadline. See the question “What do I need to do to sell my options?” and Section 5 of the Terms and Conditions.

      None of Comcast, its Board of Directors, or JPMorgan makes any recommendation about whether you should participate in the Stock Option Liquidity Program.

      The pricing of every Eligible Option was determined by negotiations between Comcast and JPMorgan in part by reference to Black-Scholes and other option pricing models and will be based upon the value of the options to be purchased by JPMorgan from us in connection with the Stock Option Liquidity Program. The underlying class of common stock, notional amounts, exercise prices and time to maturity of the options purchased from us by JPMorgan will be identical to the options sold to us by Eligible Optionees who elect to participate in the Stock Option Liquidity Program. The options purchased by JPMorgan will also include terms typically found in equity option transactions entered into between sophisticated financial counterparties at arm’s length.

      In deciding whether to participate in the Stock Option Liquidity Program, you may wish to consider the current terms and conditions of your Eligible Options in your hands, including their exercise prices and expiration dates, the terms and conditions of the Stock Option Liquidity Program described in this Notice, and your personal situation and expectations. The following are some additional factors you may wish to consider:

      Factors related to your expectations about the price of our common stock:

You will not know the price to be paid for the Eligible Options until after the time that you can elect to participate or elect to withdraw your participation. The price to be paid will be determined based on the Average Closing Price of the value of our common stock during the Averaging Period. We have provided information in the Election Form and on the Web Site to assist you in estimating the Net Payment for your Eligible Options in various stock price scenarios. The Average Closing Price cannot be estimated from prices of our common stock prior to the Averaging Period. As described in Section 10 of the Terms and Conditions, JPMorgan expects to sell shares of our common stock to establish its desired hedge position. JPMorgan expects to sell approximately equal numbers of shares on each day during the Averaging Period. These sales could have the effect of decreasing the market price of our common stock. It is possible that the Average Closing Price will be substantially below prevailing prices during the Election Period. It is also possible that prices during the Averaging Period could rise so that some Eligible Options that are presently out-of-the-money would be in-the-money or close to being in-the-money at the end of the Averaging Period. However, once the Election Deadline has passed, your election to participate is irrevocable, even if the price of our common stock changes significantly during the Averaging Period, and you will not be eligible to

exercise any of the Eligible Options that have been submitted for participation in the Program.

The percentage change in the price to be paid for the Eligible Options is greater (both increases and decreases) than the percentage change in the price of Comcast stock. Thus, a small percentage decline in the average price for Comcast stock necessarily results in a greater percentage decline in the Gross Payment for your Eligible Options. In general, due to the leverage embedded in an option, any change in the value of the stock underlying any option results in a greater percentage change in the value of the option. This is true regardless of which option pricing model is used, and consequently is also true of the price to be paid for the Eligible Options.

If our common stock price rises above the exercise price of your Eligible Options, you could receive more value by retaining and exercising your Eligible Options in the future than you will receive if you participate in the Stock Option Liquidity Program. However, if our common stock price does not rise above the exercise price of your Eligible Options before the Eligible Options expire, and you do not participate in the Stock Option Liquidity Program, your Eligible Options will expire worthless. We can make no prediction about whether our common stock price will rise or fall in the future. The Net Payment to be received by any Eligible Optionee will depend upon individual facts and circumstances, such as the number of Eligible Options held by a given Eligible Optionee, the duration and exercise price of the Eligible Options, the exact combination of Eligible Options held by the employee and other factors, including allocable Program expenses deducted from your Gross Payment, described elsewhere in this Notice. Each Eligible Optionee should carefully consider his or her individual circumstances in making a decision as to whether to participate in or withdraw from the Program.

      Factors related to your personal situation:

Your personal financial situation and your need for current cash.

The Stock Option Liquidity Program provides you with the opportunity to sell Eligible Options, and we do not expect to offer any similar program that would provide this opportunity in the foreseeable future. Therefore, if you choose not to participate in the Stock Option Liquidity Program, you should expect to hold your options until you exercise them or they expire. If our common stock price does not rise above the exercise price of an Eligible Option by the time any Eligible Option expires, that Eligible Option will expire worthless.

We believe that you will recognize ordinary income for U.S. Federal income tax purposes equal to the Net Payment. We will treat such Net Payments as wages subject to federal income tax withholding and federal employment tax withholding. The payments may also be subject to other withholding taxes, such as state and local taxes. If you are subject to foreign taxes, the consequences of participating may differ depending on your country of residence. In deciding whether to participate in the Stock Option Liquidity Program, we recommend that you consult with your own tax advisor to assess your current tax situation.

      Factors related to the structure of the Stock Option Liquidity Program

Your election decision will be irrevocable as of the Election Deadline and as described in Section 9 of the Terms and Conditions, consummation by Comcast of the Stock Option Liquidity Program, which is currently scheduled for December 7, 2004, including the acceptance of Eligible Options by Comcast, is subject to the satisfaction or waiver of

several conditions, not all of which will be satisfied or waived prior to the Election Deadline.

If the Averaging Period consists of three or fewer Available Trading Days, then the Stock Option Liquidity Program will be terminated and the opportunity to sell your Eligible Options will be rescinded, no Eligible Options will be purchased by Comcast, and you will not be paid for any Eligible Options.

The Stock Option Liquidity Program is subject to certain conditions and terminating events as described in Sections 8 and 9 of the Terms and Conditions.

      Factors related to Comcast’s business:

We face a wide range of competition in areas served by our cable systems, which could adversely affect our future results of operations.

Our cable communications systems compete with a number of different sources which provide news, information and entertainment programming to consumers. We compete directly with program distributors, telephone companies and other companies that use satellites, build competing cable systems in the same communities we serve or otherwise offer programming and other communications services to our subscribers and potential subscribers. Some local telephone companies provide, or have announced plans to provide, video services within and outside their telephone service areas. Additionally, we are subject to competition from telecommunications providers and Internet service providers, known as ISPs, in connection with offerings of new and advanced services, including telecommunications and Internet services. This competition may materially adversely affect our business and operations in the future.

Programming costs are increasing and we may not have the ability to pass these increases on to our subscribers, which would materially adversely affect our cash flow and operating margins.

Programming costs are expected to be our largest single expense item in the foreseeable future. In recent years, the cable and satellite video industries have experienced a rapid increase in the cost of programming, particularly sports programming. Increases are expected to continue, and we may not be able to pass programming cost increases on to our subscribers. The inability to pass these programming cost increases on to our subscribers would have a material adverse impact on our operating results. In addition, as we upgrade the channel capacity of our systems and add programming to our basic, expanded basic and digital programming tiers, we may face increased programming costs, which, in conjunction with the additional market constraints on our ability to pass programming costs on to our subscribers, may reduce operating margins. However, we do expect a reduction in the rate of growth in programming costs due to additional volume discounts associated with our increased size and future growth in subscribers receiving such programming channels.

We also expect to be subject to increasing demands by broadcasters to obtain the required consent for the retransmission of broadcast programming to our subscribers. We cannot predict the impact of these negotiations or the effect on our business and operations should we fail to obtain the required consent.

We are subject to regulation by federal, state and local governments which may impose costs and restrictions.

Federal, state and local governments extensively regulate the cable industry. We expect that legislative enactments, court actions and regulatory proceedings will continue to clarify and in some cases change the rights and obligations of cable companies and other entities under the Communications Act of 1934, as amended, and other laws, possibly in ways that we have not foreseen. The results of these legislative, judicial and administrative actions may materially affect our business operations. Local authorities grant us franchises that permit us to operate our cable systems. We will have to renew or renegotiate these franchises from time to time. Local franchising authorities often demand concessions or other commitments as a condition to renewal or transfer, which concessions or other commitments could be costly to us in the future.

We are subject to additional regulatory burdens in connection with the provision of phone services, which could cause us to incur additional costs.

We are subject to risks associated with the regulation of our circuit-switched phone services by the Federal Communications Commission, or FCC, and state public utility commissions, or PUCs. Telecommunications companies generally are subject to significant common-carrier regulation. This regulation could materially adversely affect our business operations.

We are also beginning to launch Voice over Internet Protocol (VoIP) phone service on a limited commercial basis. The FCC has initiated a rulemaking to consider whether and how to regulate VoIP services. VoIP services may also be subject to potential regulation at the state level, and several states have attempted to impose traditional common-carrier regulation on such services. It is unclear how these VoIP-related proceedings at the federal and state levels, and related judicial proceedings that will ensue, might affect our planned VoIP service.

We may face increased competition because of technological advances and new regulatory requirements, which could adversely affect our future results of operations.

Numerous companies, including telephone companies, have introduced Digital Subscriber Line technology, known as DSL, which provides Internet access to subscribers at data transmission speeds substantially greater than that of conventional analog modems. We expect other advances in communications technology, as well as changes in the marketplace, to occur in the future. Other new technologies and services may develop and may compete with services that cable systems offer. The success of these ongoing and future developments could have a negative impact on our business operations. Moreover, in recent years, Congress has enacted legislation and the FCC has adopted regulatory policies intended to provide a favorable operating environment for existing competitors and for potential new competitors to our cable systems.

Ever since high-speed cable Internet service was introduced, some local governments and various competitors sought to impose regulatory requirements on how we deal with ISPs. Thus far, only a few local governments have imposed such requirements, and the courts have invalidated all of them. Likewise, the FCC has refused to treat our service as a common carrier ‘telecommunications service,’ but has instead classified it as an ‘interstate information service,’ which has historically meant that no regulations apply. However, the FCC’s decision was vacated by a federal appellate court, which found that high-speed cable Internet service is, in part, a telecommunications service. That decision was stayed pending an appeal to the United States Supreme Court. Thus, it is unclear how our high-speed cable Internet service will ultimately be classified for regulatory purposes, or whether we will be subject to ‘open access’ or similar requirements. Any such requirements could adversely affect the results of our operations.

In addition, the FCC itself is still considering whether it should impose any regulatory requirements and also whether local franchising authorities should be permitted to impose fees or other requirements, such as service quality or customer service standards. One franchise authority has already imposed such requirements and made them a condition of our cable franchise, and other local governments may follow suit. Also, a few franchising authorities have sued us seeking payment of franchise fees on high-speed Internet service revenues. We cannot now predict whether these or similar regulations will be adopted and, if so, what effects, if any, they would have on our business.

We face risks arising from the outcome of various litigation matters, including litigation associated with, and indemnification obligations entered into in connection with, our acquisition of AT&T’s Broadband operations.

At Home Corporation Litigation. Litigation has been filed against us as a result of our alleged conduct with respect to our investment in and distribution relationship with At Home Corporation. At Home was a provider of high-speed Internet services that filed for bankruptcy protection in September 2001. We deny any wrongdoing in connection with the claims that have been made directly against us, our subsidiaries and Brian L. Roberts, and intend to defend all of these claims vigorously. In our opinion, the final disposition of these claims is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations of any one period. Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Under the terms of the Broadband acquisition, we are generally contractually liable for 50% of any liabilities of AT&T relating to At Home, including most liabilities resulting from any pending or threatened litigation, with the exception, among other things, of liabilities arising out of contracts between At Home and AT&T (or its affiliates) for the benefit of the businesses retained by AT&T following its divestiture of Broadband. In those situations that we are contractually liable for 50% of any liabilities, AT&T will be liable for the other 50% of these liabilities. We are currently waiting to obtain additional information and are unable to determine what impact, if any, the final resolution of our share of the AT&T At Home potential liabilities would have on our consolidated financial position or results of operations. No assurance can be given that any adverse outcome would not be material.

AT&T – Wireless and Common Stock Cases. We, in connection with our acquisition of Broadband, are potentially responsible for a portion of the liabilities arising from two purported securities class action lawsuits brought against AT&T and others and consolidated for pre-trial purposes in the United States District Court for the District of New Jersey. These lawsuits assert claims under Section 11, Section 12(a)(2) and Section 15 of the Securities Act of 1933, as amended, and Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended. The first lawsuit, for which our portion of the exposure is up to 15%, alleges, among other things, that AT&T made material misstatements and omissions in the Registration Statement and Prospectus for the AT&T Wireless initial public offering (“Wireless Case”). The second lawsuit, for which our portion of the exposure is up to 50%, alleges, among other things, that AT&T knowingly provided false projections relating to AT&T common stock (“Common Stock Case”). The complaints seek damages in an unspecified amount, but, because the trading activity during the purported class periods was extensive, the amounts ultimately demanded may be significant. We and AT&T believe that AT&T has meritorious defenses and these actions are being vigorously defended.

In March 2004, AT&T and the other defendants moved for summary judgment in both the Common Stock and Wireless Cases, and the plaintiffs moved for summary judgment in the Wireless Case. In June 2004, the Court granted in part and denied in part the

motion for summary judgment in the Common Stock Case. The Court held that the plaintiffs could not prove that the alleged misrepresentation caused the decline in shareholder value with regard to any of their claims except for the December 1999 projections concerning AT&T Business Services and AT&T Consumer Services. This decision is ultimately subject to appeal, although such an appeal is unlikely until after a final judgment is entered in the case. The Court allowed the plaintiffs’ Section 20(a) claim to go forward. The trial on the remaining claims in the Common Stock Case is scheduled to commence in October 2004. No trial date has been set in the Wireless Case. In connection with the Broadband acquisition, we recorded an estimate of the fair value of the potential liability associated with these cases. We have not adjusted the amount recorded pending both the appeals process described above and final resolution of these cases.

AT&T – TCI lawsuits. On June 24, 1998, the first of a number of purported class action lawsuits was filed by then-shareholders of Tele-Communications, Inc. (“TCI”) Series A TCI Group Common Stock (“Common A”) against AT&T and the directors of TCI relating to the acquisition of TCI by AT&T. A consolidated amended complaint combining the various different actions was filed on February 10, 1999 in the Delaware Court of Chancery. The consolidated amended complaint alleges that former members of the TCI board of directors breached their fiduciary duties to Common A shareholders by agreeing to transaction terms whereby holders of the Series B TCI Group Common Stock received a 10% premium over what Common A shareholders received in connection with the transaction. The complaint further alleges that AT&T aided and abetted the TCI directors’ breach.

In connection with the TCI acquisition, which was completed in early 1999, AT&T agreed under certain circumstances to indemnify TCI’s former directors for certain losses, expenses, claims or liabilities, potentially including those incurred in connection with this action. In connection with the Broadband acquisition, Broadband agreed to indemnify AT&T for certain losses, expenses, claims or liabilities. Those losses and expenses potentially include those incurred by AT&T in connection with this action, both as a defendant and in connection with any obligation that AT&T may have to indemnify the former TCI directors for liabilities incurred as a result of the claims against them in this action.

On September 8, 1999, AT&T moved to dismiss the amended complaint for failure to state a cause of action against AT&T. On July 7, 2003, the Delaware Court of Chancery granted AT&T’s motion to dismiss on the ground that the complaint failed to adequately plead AT&T’s “knowing participation,” as required to state a claim for aiding and abetting a breach of fiduciary duty. The other claims made in the complaint remain outstanding. Discovery in this matter is now closed.

In our opinion, the final disposition of these AT&T related claims is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations of any one period. Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Our principal shareholder has considerable influence over our operations.

Brian L. Roberts has significant control over our operations through his control of BRCC Holdings LLC, which as a result of its ownership of outstanding shares of our Class B common stock holds a nondilutable 33 1/3% of the combined voting power of our common stock and also has separate approval rights over certain material transactions involving us. In addition, Brian L. Roberts is our President, CEO and Chairman of the Board.

      You will have to determine for yourself the relevance and importance to you of these and other factors in making your decision.

      None of Comcast, Comcast’s Board of Directors or JPMorgan makes any recommendation about whether you should participate in the Stock Option Liquidity Program. In addition, we have not authorized anyone to provide you with information different from the information contained in this Notice or in the Web Site. You must make your own decision whether or not to sell your Eligible Options.

      You may sell all, but not less than all, of the Eligible Options that we have issued to you. If any of your Eligible Options are subject to a domestic relations order (or comparable legal document as the result of a pending divorce proceeding or the end of a marriage), you are responsible for ensuring that any election complies with the terms of such order or other document. Depending on your circumstances, you may need to consult with your current or former spouse prior to making an election. We will not accept elections to participate or withdrawals from anyone other than the Eligible Optionee to whom the Eligible Options were issued.

      For additional information or assistance about the Stock Option Liquidity Program, you may contact the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.). Customer service representatives are available Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time.

TERMS AND CONDITIONS

Eligibility; Requirement to Sell All or None; Election Period; Other Amendments; Transfer of Title;Other Definitions

      The Stock Option Liquidity Program is a program we are making available to you to allow you to sell all (but not less than all) of your Eligible Options to us and receive the Net Payment (less applicable tax withholdings) from us for your Eligible Options, provided you satisfy the terms and conditions of the Program.

      Eligible Options include options to purchase both Class A Common Stock and Class A Special Common Stock. The terms and conditions and all operational aspects of the Program are identical regardless of the class of common stock issuable upon the exercise of your Eligible Options. Except as otherwise indicated, the Average Closing Price(s) as used throughout this Notice will refer to the Average Closing Price of the class of our common stock underlying your Eligible Options. Accordingly, with respect to Eligible Options you hold to purchase our Class A Common Stock, the amount we will pay to you will be based upon the Average Closing Price of our Class A Common Stock. Likewise, with respect to Eligible Options you hold to purchase our Class A Special Common Stock, the amount we will pay to you will be based upon the Average Closing Price of our Class A Special Common Stock.

      You should read any part of this Notice which refers to “shares,” “stock” or “common stock” as referring to the class (or classes) of our common stock which would be issuable to you upon the exercise of your Eligible Options.

      Eligible Optionees. To be eligible to participate in the Stock Option Liquidity Program, you must be an Eligible Optionee. An Eligible Optionee is a person who:

holds Eligible Options;

has not been an employee of Comcast or one of its subsidiaries since July 1, 2004; and

is not an officer or director of Comcast or any of its subsidiaries as of the date of this Notice.

      Eligible Options. Eligible Optionees may sell for cash consideration all Eligible Options. Eligible Options are stock options that:

were granted under the Comcast 2003 Stock Option Plan, the Comcast 2002 Stock Option Plan, or the AT&T Broadband Adjustment Plan, under which Comcast assumed certain stock options in connection with Comcast’s acquisition of AT&T Broadband Corp. in November 2002; and

expire on or after December 31, 2004.

      As of September 30, 2004, all Eligible Optionees (approximately 63,200 optionees) as a group held Eligible Options to purchase a total of approximately 41,500,000 shares of our Class A common stock and 300,000 shares of our Class A Special common stock. As of that date, there were approximately 1,400,000,000 shares of our Class A Common Stock and approximately 900,000,000 shares of our Class A Special Common Stock outstanding.

      Your participation in the Stock Option Liquidity Program is completely voluntary. In addition to the materials we have included with this Notice you can access all information about the Stock Option Liquidity Program through our Web Site. Similar to the Election Form included with this Notice, the Web Site will provide you with information about the number of Eligible Options you hold at each exercise price and the pricing for each grant of your Eligible Options at different possible Average Closing Prices

between $20.00 and $36.00. In addition, the Web Site will allow you to enter a specific assumed Average Closing Price of our common stock and calculate your estimated Net Payment (before applicable tax withholdings) based on the Average Closing Price that you input. If you do not have access to the Web Site, and would like to find out your estimated Net Payment (before applicable tax withholdings) based on an Average Closing Price not shown on the Election Form, you may contact the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.) Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time, and a customer service representative will assist you in determining your estimated Net Payment at various assumed Average Closing Prices that you specify.

      Requirement to Sell All or None. If you elect to participate in the Stock Option Liquidity Program and the Stock Option Liquidity Program is not terminated as explained in Section 8, all of your Eligible Options will be sold to Comcast, including any Eligible Options with exercise prices less than the current market price per share of common stock underlying such Eligible Options, also known as “in the money options.” You will not be able to sell less than all of your Eligible Options. For example, if you have three grants of options at exercise prices of $15, $30 and $50 and you decide to participate in the Stock Option Liquidity Program, all of your options will be sold. You may not elect to sell the $30 and $50 options while retaining the $15 options, regardless of the market price of the underlying common stock. Likewise, if you have two grants of options with exercise dates in 2006 and 2008 and you decide to participate in the Stock Option Liquidity Program, all of your options will be sold. You may not elect to sell the options that expire in 2006 while retaining the options that expire in 2008.

      If you hold options to purchase shares of both our Class A Common Stock and our Class A Special Common Stock and you elect to participate in the Stock Option Liquidity Program, all of your options of both classes will be sold. You may not elect to sell your options to purchase Class A Common Stock while retaining your options to purchase Class A Special Common Stock.

      Election Period. You may elect to participate in or to withdraw from the Stock Option Liquidity Program at any time during the period (the Election Period) beginning on Friday, October 8, 2004 and ending as of the Election Deadline currently scheduled to be 6:00 p.m., New York City/Eastern Time, on Tuesday, November 9, 2004. See Section 8 for a description of our rights to extend the Election Period and delay, terminate and amend the terms and availability of the Stock Option Liquidity Program. Any election to participate or withdraw that is not properly submitted during the Election Period in accordance with Sections 6 and 7 will be void and will have no effect.

      Transfer of Legal Title to Eligible Options. As of the Election Deadline, your election to participate in the Stock Option Liquidity Program, if not withdrawn before the Election Deadline, will be binding on you to sell and assign all of your right, title and interest in and to all of your Eligible Options to Comcast and will constitute your instruction to us to register on our books the sale to Comcast of your Eligible Options subject to the payment of the purchase price by JPMorgan to Comcast for the options that they will purchase from us under the Program. The sale to Comcast will not occur until payment by JPMorgan to Comcast of an amount equal to the aggregate of all Gross Payments for all Eligible Options sold, which is scheduled to occur on December 7, 2004. The sale is subject to the condition that the Stock Option Liquidity Program has not been terminated as explained in Section 9.

Valuation of Options; Average Closing Price; Valuation Based on Possible Average Closing Prices

Valuation of Options. We are offering to purchase the Eligible Options with the goal of allowing Eligible Optionees to realize some value from their Eligible Options. The pricing of the Eligible Options was determined as a result of negotiations between Comcast and JPMorgan in part by reference to Black-Scholes and other option pricing models and is based upon the value of the options to be purchased by JPMorgan from us under the Stock Option Liquidity Program. The underlying class of common stock, notional amounts, exercise prices and time to maturity of the options purchased from us by JPMorgan will be identical to the options sold to us by Eligible Optionees who elect to participate in the Stock Option Liquidity Program. The options purchased by JPMorgan will also include terms typically found in equity option transactions entered into between sophisticated financial counterparties at arm’s length.

      Average Closing Price. The Average Closing Price means the arithmetic average (rounded up to the nearest 1/10,000 of a dollar) of the closing price of the applicable class of our common stock for every Available Trading Day during the Averaging Period. The Averaging Period means a period consisting of from four to ten Available Trading Days and which we anticipate will commence on November 16, 2004 and end on December 1, 2004. An Available Trading Day means a trading day on which (a) there is no market disruption, (b) Comcast’s registration statement is available (pursuant to the terms of our agreements with JPMorgan) to be used by JPMorgan in connection with JPMorgan’s hedging activities (described under the question “What market activities will JPMorgan engage in, and how could they affect me?” and in Section 10), and (c) if JPMorgan so requests, we or our counsel has delivered a statement to JPMorgan regarding the availability of such registration statement. If the Averaging Period consists of three or fewer Available Trading Days, then the Stock Option Liquidity Program will be terminated, in which case you will retain all of your Eligible Options on their current terms and conditions, the sale of your Eligible Options will be rescinded and you will not be paid for any Eligible Options, regardless of whether you elected to participate in the Program.

      Valuation based on possible Average Closing Prices. You will be able to estimate the Net Payment (before applicable withholdings) that you may receive for your Eligible Options based on assumed Average Closing Prices by referring to the Election Form provided to you as part of the materials you received with this Notice or the Web Site (information available on the Election Form or the Web Site together will be referred to as the Pricing Information). For assistance in obtaining Pricing Information for your Eligible Options, or if you do not have access to the Web Site, you may also contact the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.) Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time.

Payment for Options Sold to JPMorgan

      JPMorgan is obligated to make payment to us for the options that it is purchasing from us in an amount equal to the aggregate of all Gross Payments for all Eligible Options sold, which is scheduled to occur four business days following the end of the Averaging Period.

Payment for Eligible Options Sold to Comcast

      Your Net Payment will be equal to the Gross Payment for your Eligible Options less an amount of Program expenses and allocated to you as a participant in the Program and subject to the appropriate tax withholding by the Company. Your Net Payment is expected to be paid to you on December 7, 2004 which is four business days after the end of the Averaging Period.

      Expenses relating to the Program will be allocated among the Eligible Optionees participating in the Program. The amount of Program expenses allocated to each Eligible Optionee will be equal to $20 plus 1.5% of such Gross Payment. For example, if an Eligible Optionee’s Gross Payment is $1,000, the amount allocated for Program expenses will be $35 or ($20 + (1.5% * $1,000)). In this example, the Net Payment (before applicable withholdings) by Comcast to the Eligible Optionee will be $965 (prior to any deduction for withholding by the Company).

      HOLDERS OF ELIGIBLE OPTIONS SHOULD CONSULT THE PRICE AND NET PAYMENT INFORMATION INCLUDED IN THE PAPER ELECTION FORM OR BY USING THE WEB TOOL AT HTTPS://WWW.CORPORATE-ACTION.NET/COMCAST OR BY CALLING THE MELLON CALL CENTER TO OBTAIN THE NET PAYMENTS THAT WOULD BE RECEIVED FOR SUCH ELIGIBLE OPTIONS AT DIFFERENT AVERAGE CLOSING PRICES, BEFORE DECIDING WHETHER OR NOT TO PARTICIPATE IN THE STOCK OPTION LIQUIDITY PROGRAM. HOLDERS OF ELIGIBLE OPTIONS SHOULD ALSO BE AWARE THAT THE GROSS PAYMENT TO BE RECEIVED IN RESPECT OF ELIGIBLE OPTIONS HAVING HIGHER EXERCISE PRICES AND/OR EARLIER EXPIRATION DATES WILL BE SMALLER THAN ELIGIBLE OPTIONS WITH LOWER EXERCISE PRICES AND/OR LATER EXPIRATION DATES AND THAT IN SOME CASES AFTER THE DEDUCTION OF ALLOCABLE PROGRAM EXPENSES THE NET PAYMENT TO A HOLDER OF SUCH ELIGIBLE OPTIONS MAY PROVIDE LITTLE OR NO VALUE TO SUCH HOLDER.

Purpose of the Program

      The Program will enable you to receive cash for your Eligible Options, thus enabling you to realize some value for your Eligible Options.

      From our perspective, the Program serves important compensation and personnel goals, including rationalizing the ownership of all employee options and reducing the option holdings of option holders who no longer contribute to Comcast’s performance in the marketplace. Additionally, the Program will provide ongoing benefits to us through the elimination of the personnel time and expenses associated with the tracking and administration of the options that will be cancelled as part of the Program, which time and expense can be applied to other aspects of our compensatory programs.

      We have determined that accomplishing these compensatory and personnel goals will contribute to a key objective of our overall compensation and personnel plans – focusing employee stock option and other equity-based incentives on the population most critical to our success – our current and future employees. The Program will facilitate achieving this objective, while enabling Eligible Optionees to receive cash for their Eligible Options.

Procedures

      Making Your Election. If you wish to participate in the Stock Option Liquidity Program, you must submit your election to participate by 6:00 p.m. New York City/Eastern Time on Tuesday, November 9, 2004, by either:

mailing your completed paper copy of the Election Form, marked to indicate your election to participate to Mellon Investor Services LLC, Attn: Reorganization Dept., P.O. Box 3301, South Hackensack, NJ 07606, USA. Additional forms may be requested by contacting Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.) Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time. If you are submitting your Election or Withdrawal Form via mail, in order for your election to participate or withdraw to be valid, Mellon must RECEIVE your signed Election Form by the Election Deadline.

following the instructions to make your election to participate on the Web Site at https://www.corporate-action.net/comcast.

contacting a customer service representative at Mellon Investor Services by calling (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.).

      Submission of your election to participate or withdraw by any other method will NOT be accepted. You may change your election by properly submitting an election to participate or to withdraw from participation until the Election Deadline. After this deadline, no elections to participate or to withdraw will be accepted.

      If you submit your election to participate via the Web Site, you will promptly receive a confirmation through the Web Site. We recommend you print a copy of this confirmation for your records. If you submit your election via the mail or the telephone, you may obtain a confirmation of the status of your election through the Web Site.

      If you are submitting your Election or Withdrawal Form via mail, in order for your election to participate or withdraw to be valid, Mellon Investor Services must RECEIVE your signed Election Form by the Election Deadline.

      To be timely, your election must be RECEIVED by the Election Deadline either by us via the Web Site or by mail to Mellon Investor Services LLC, Attn: Reorganization Dept., P.O. Box 3301, South Hackensack, NJ 07606, USA. You are responsible for any untimely or otherwise improper submission.

      If you have questions about making an election, you may Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.). Customer service representatives are available Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time. You should review this Notice (including, if applicable, additional instructions on a paper copy of the Election Form) before making your election.

      Confirmation of Election. Upon submission of an electronic Submitted Election via the Web Site, you will promptly receive a confirmation of your election through the Web Site. We recommend that you print this confirmation for your records.

      After the end of the Averaging Period, information about the actual amount of your Net Payment (before applicable withholdings) for your Eligible Options will be available on the Web Site or by calling the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.).

      Determination of Validity; Rejection of Election; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine in our discretion questions about the eligibility of options, and the validity, form, and eligibility (including time of receipt) of Submitted Elections (including any changes of election). Our determination of these matters will be final and binding on all parties. We may reject any Submitted Elections (including changes of election) we determine were not properly made or submitted or if we determine your participation in the Stock Option Liquidity Program would violate applicable law. Otherwise, unless the Stock Option Liquidity Program is terminated as explained in Section 9, properly and timely Submitted Elections that are not validly withdrawn will be accepted. We may waive any of the conditions for participation in the Stock Option Liquidity Program or any defect or irregularity in any Submitted Elections (including changes of election) with respect to any particular Eligible Options or any particular Eligible Optionee. No Eligible Options with respect to a particular Eligible Optionee will be sold until all defects or irregularities either have been cured by the Eligible Optionee submitting his or her Submitted Election or have been waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities related to Submitted Elections, and no one will be liable for failing to give notice of any defects or irregularities.

Withdrawal of an Election to Participate

      Procedures to Withdraw. If you elect to participate in the Stock Option Liquidity Program and you later want to withdraw your election to participate, you must submit your election to withdraw using one of the methods available for making an election to participate set forth in Section 6.

      In order for your election to withdraw to be valid, Mellon Investor Services must RECEIVE your signed Withdrawal Form or valid withdrawal election through the Web Site by the Election Deadline.

      If you do not have access to the online Web Site when you wish to withdraw your election, you will need to mail your Withdrawal Form to Mellon at the address set forth in Section 6 so that it is RECEIVED by the Election Deadline. You may also, prior to the Election Deadline, call the Mellon call center to withdraw by telephone.

      Ability to Participate After Withdrawal. If you elect to withdraw your election to sell your Eligible Options and you later decide you want to participate in the Stock Option Liquidity Program and

sell your Eligible Options, you may elect to participate as long as you submit your election to participate in accordance with the instructions in Section 6 and we receive your Submitted Election by the Election Deadline. Submission of your election by any other method will not be accepted.

      Neither we nor any other person is obligated to give you notice of any defects or irregularities in any Submitted Election or change of Submitted Election, and we will not be liable for failing to give notice of any defects or irregularities. We will make a determination of all ambiguities as to the form and validity, including time of receipt, of a Submitted Election and change of Submitted Election. Our determinations of these matters will be final and binding.

Extension of Election Period; Reduction of Averaging Period

      If at any time during the Election Period, an Election Period Extension Event occurs, we may extend the Election Period; however we do not anticipate that the Election Period will extend beyond November 18, 2004.

      If an Election Period Extension Event occurs, we will use our reasonable best efforts to remedy the Election Period Extension Event as promptly as practicable, including by making all filings (including without limitation on Form 8-K under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) necessary to cause the Election Period Extension Event to terminate.

      An "Election Period Extension Event" means the occurrence of:

an event (or existence of a condition) that has caused this Notice or the Election Form to include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

a Stock Option Liquidity Program Disruption Event.

      A "Stock Option Liquidity Program Disruption Event" means:

any action or proceeding, or pending action or proceeding, by any government agency, authority or tribunal or any other person, domestic or foreign, directly or indirectly, that prohibits the Stock Option Liquidity Program or the sale of the Eligible Options pursuant to the Stock Option Liquidity Program, that in each case is reasonably expected to succeed and, if successful, is reasonably expected to materially and adversely affect the Stock Option Liquidity Program taken as a whole; or

any action taken, or any approval withheld, by any court or any authority, agency or tribunal that would, directly or indirectly, make it illegal for a substantial number of our Eligible Optionees to sell their Eligible Options, for JPMorgan to make payment to us for the options that it is purchasing from us or otherwise prohibit full performance of the transactions contemplated in the Stock Option Liquidity Program, that in each case would be reasonably expected to materially and adversely affect the Stock Option Liquidity Program taken as a whole.

      We may also, at any time prior to the Election Deadline, request that JPMorgan agree to an extension of the Election Deadline for any reason (other than the occurrence of an Election Period Extension Event). JPMorgan is required to consider such request in good faith and not unreasonably withhold its consent to such extension; however, the Election Period may not be extended beyond November 18, 2004.

      An extension of the Election Period may reduce the number of trading days used in determining the Average Closing Price. Likewise, the occurrence of a market disruption during the Averaging Period

could reduce the number of days available for the Averaging Period and thus increase the likelihood that the Stock Option Liquidity Program could be terminated as described in Section 9.

      If we extend the Election Period, we will publicly announce the extension no later than 9:00 a.m., New York City/Eastern Time, on the day following the date the period would have expired if not extended.

      Any determination we make concerning the events described in this Section 8 will be final and binding on all parties.

Stock Option Liquidity Program Conditions and Termination Events

      Consummation by Comcast of the Stock Option Liquidity Program, which is currently scheduled for December 7, 2004, including acceptance of Eligible Options by Comcast, is subject to the satisfaction or waiver of several conditions, not all of which will be satisfied or waived prior to the Election Deadline. The conditions include:

the absence of a Stock Option Liquidity Program Disruption Event, described in Section 8;

the absence of a termination of any of the Stock Option Liquidity Program transaction documents between JPMorgan and Comcast, described in Section 10;

performance by Comcast and JPMorgan, in all material respects of their obligations under the transaction documents described in Section 10, including the payment of the purchase price by JPMorgan to Comcast for the options they will purchase as part of the Program;

the accuracy in all material respects of the representations and warranties regarding due authorization, validity, enforceability, noncontravention and other similar matters made by Comcast and JPMorgan in the Stock Option Liquidity Program documents; and

the absence of governmental action that would make JPMorgan’s hedging activities (as described in Section 10 under Hedging Activities Conducted by JPMorgan) illegal.

      All conditions must be satisfied or waived at or before the consummation of the Stock Option Liquidity Program which is currently scheduled for December 7, 2004, which is four business days following the end of the Averaging Period.

      The Stock Option Liquidity Program may be terminated by JPMorgan or Comcast under certain circumstances. Except as noted, termination may occur after the Election Deadline. The circumstances under which the Stock Option Liquidity Program may be terminated include:

the mutual written agreement of Comcast and JPMorgan;

by Comcast during the Election Period if any event or events occur that have resulted or may result, in Comcast’s reasonable judgment, in a material impairment of the contemplated compensatory objectives of the Program;

by either Comcast or JPMorgan if the Averaging Period consists of three or fewer Available Trading Days; or

by JPMorgan if the Election Period is extended beyond November 18, 2004.

      The Stock Option Liquidity Program cannot be terminated at or after the closing of the Program Agreement, which occurs when JPMorgan is obligated to pay Comcast for the options it will purchase from

Comcast. If not consummated by February 28, 2005, the Stock Option Liquidity Program will be terminated.

      If the Stock Option Liquidity Program is so terminated, you will retain all of your Eligible Options on their current terms and conditions, the sale of your Eligible Options will be rescinded and you will not be paid for any Eligible Options, regardless of whether you elected to participate in the Stock Option Liquidity Program.

      Any determination we make concerning the events described in this Section 9 will be final and binding on all parties.

Role of JPMorgan in the Program; Hedging Activities Conducted by JPMorgan; Arrangements with JPMorgan

      Role of JPMorgan. If the Stock Option Liquidity Program is not terminated as explained in Section 9, JPMorgan will purchase options from us. The underlying class of common stock, notional amounts, exercise prices and time to maturity of the options purchased from us by JPMorgan will be identical to the options sold to us by Eligible Optionees who elect to participate in the Stock Option Liquidity Program. The options purchased by JPMorgan will also include terms typically found in equity option transactions entered into between sophisticated financial counterparties at arm’s length. As consideration for such options, JPMorgan will deliver payment to us in an amount equal to the aggregate of all Gross Payments for all Eligible Options we purchase. These events are scheduled to occur on December 7, 2004, which is four business days following the end of the Averaging Period.

      JPMorgan has no obligations to you under the Stock Option Liquidity Program. Only we are obligated to make any payments to you for any Eligible Options that you elect to sell under the Stock Option Liquidity Program. JPMorgan will pay us for the options it is purchasing from us as described above.

      The pricing of every Eligible Option was determined by negotiations between Comcast and JPMorgan in part by reference to Black-Scholes and other option pricing models and will be based upon the value of the options to be purchased by JPMorgan from us in connection with the Stock Option Liquidity Program.

      Hedging Activities Conducted by JPMorgan. JPMorgan has informed us that it intends to enter into market transactions to hedge its exposure to the ownership of the Eligible Options, as amended and restated. These market transactions will include sales of our common stock that will take place during the Averaging Period pursuant to a registration statement that we filed with the SEC.

      During the Averaging Period, JPMorgan expects to sell shares of our common stock pursuant to the registration statement to establish its desired hedge position. JPMorgan expects to sell approximately equal numbers of shares on each day during the Averaging Period. These sales could have the effect of decreasing the market price of our common stock. If these sales decrease the market price of our common stock during the Averaging Period, this would cause you to receive a lower price for your Eligible Options under the Stock Option Liquidity Program.

      JPMorgan also expects to sell additional shares pursuant to the registration statement to comply with regulatory requirements. The sales of these additional shares will not be made to establish a hedge position. These additional shares, together with the shares JPMorgan sells to establish its desired hedge position, will equal the total number of shares underlying all Eligible Options that are sold under the Stock Option Liquidity Program. As a result, JPMorgan expects to purchase a number of shares in secondary market transactions approximately equal to the number of these additional shares it sells, on the same days it sells additional shares, so that JPMorgan will be in its desired hedge position after taking into account all such additional sales and corresponding purchases. The number of shares purchased may be a significant percentage of the number of shares sold under the registration statement and, depending on market factors

and the terms of the sold options, is likely to represent substantially more than half of the total number of shares sold under the registration statement. The sales and purchases that are not made to establish JPMorgan’s hedge position may take place before, during and after the Averaging Period.

      JPMorgan also may buy or sell additional shares of our common stock or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Eligible Options. JPMorgan also may be active in the market for our common stock other than in connection with hedging activities in relation to the Stock Option Liquidity Program. JPMorgan will make its own determination as to whether, when or in what manner any hedging or market activities in our securities will be conducted. Any of JPMorgan’s market activities with respect to our common stock may affect the market price and volatility of our common stock.

      The following summaries are qualified in their entirety by reference to the complete text of the agreements, which are included as exhibits to the Schedule TO-I filed by us with the SEC on October 8, 2004:

      Arrangements with JPMorgan. We have entered into the following agreements with JPMorgan that relate to the role and activities of JPMorgan in connection with the Stock Option Liquidity Program, including the advisory role of JPMorgan, its market activities in connection with the registration agreement as described in this Section 10 under “Hedging Activities Conducted by JPMorgan.” and the terms of the options to be purchased by JPMorgan from us under the Stock Option Liquidity Program. As explained in the answers to the questions “How is the price of my Eligible Options determined?,” “What are JPMorgan’s obligations to me under the Program?,” “Does Comcast or JPMorgan make any recommendations?” and “What factors should I consider in deciding whether to sell my Eligible Options?" and above in this Section 10, we determined the price paid to you for your Eligible Options pursuant to negotiations between JPMorgan and us based upon the value of the options to be purchased by JPMorgan from us under the Stock Option Liquidity Program.

Engagement Letter – We have entered into an engagement letter with J.P. Morgan Securities Inc. under which we have obtained financial advisory services from J.P. Morgan Securities Inc. in connection with structuring, analysis and evaluation of the Stock Option Liquidity Program. In exchange for these services, we agreed to designate J.P. Morgan Securities Inc. as the exclusive counterparty in the Stock Option Liquidity Program. We have agreed with JPMorgan that if the total Gross Payments for Eligible Options participating under the Program exceed an agreed upon amount, we will pay JPMorgan for a portion of its expenses relating to the Program, based on a formula. Similarly, if the total Gross Payments are less than an agreed upon amount, JPMorgan will reimburse us for a portion of our expenses relating to the Program, based on a formula.

Program Agreement – We have entered into a program agreement with JPMorgan, under which we have established certain structural terms related to the Stock Option Liquidity Program (excluding the terms of our payments to Eligible Optionees), as described in this Notice. These structural terms include the Pricing Information, the length of the Election Period and Averaging Period and the events that may result in an extension of the Election Period or termination of the Program. As described above, as part of the Stock Option Liquidity Program, we have agreed to sell to JPMorgan certain options. The underlying class of common stock, notional amounts, exercise prices and time to maturity of the options purchased from us by JPMorgan will be identical to the options sold to us by Eligible Optionees who elect to participate in the Stock Option Liquidity Program. The options purchased by JPMorgan will also include terms typically found in equity option transactions entered into between sophisticated financial counterparties at arm’s length. We have agreed to indemnify JPMorgan for certain liabilities related to the Stock Option Liquidity Program, including liabilities relating to our withdrawal or termination of the Stock Option Liquidity Program or our failure to comply with the terms of this Notice, liabilities under federal securities laws relating to this Notice and certain other

disclosure documents related to the Stock Option Liquidity Program, and liabilities resulting from breaches of representations and warranties made by us to JPMorgan regarding the Stock Option Liquidity Program. We have also agreed to reimburse JPMorgan for some or all of its losses incurred in connection with various market activities if the Stock Option Liquidity Program is terminated or if the Averaging Period is composed of fewer than ten days and JPMorgan agreed to pay us some or all of its gains from such market activities.

Registration Agreement – We have entered into a registration agreement with JPMorgan and J.P. Morgan Securities Inc., under which we have agreed to take certain steps (including, among other things, filing with the SEC a registration statement) in order to enable J.P. Morgan Securities Inc. to make sales of up to approximately 41,500,000 shares of our Class A Common Stock and up to approximately 300,000 shares of our Class A Special Common Stock. This registration statement initially was filed on September 21, 2004. The number of shares that J.P. Morgan Securities Inc. offers will be equal to the number of shares underlying all of the Eligible Options that are sold under the Stock Option Liquidity Program.

Price Range of Comcast Common Stock

      Our Class A Common Stock and Class A Special Common Stock is quoted on Nasdaq under the symbols “CMCSA” and “CMCSK,” respectively. The following table shows, for the quarters and fiscal years indicated, the high and low closing prices per share of each class of our common stock as reported by Nasdaq (in Dollars per share). As of October 1, 2004, the closing price of our Class A Common Stock, as reported by Nasdaq, was $29.11 per share and the closing price of our Class A Special Common Stock, as reported by Nasdaq, was $28.86 per share.

Source and Amount of Consideration

      The funds used to pay the cash consideration for Eligible Options will come from the cash we receive from JPMorgan As discussed under Section 9, our obligation to purchase your Eligible Options is conditioned upon our receipt of the purchase price from JPMorgan for the options they purchase from us under the Stock Option Liquidity Program. As of September 30, 2004, approximately 41,800,000 Eligible Options are held by approximately 63,200 Eligible Optionees. It is not possible to determine the aggregate of all Gross Payments that will be required to be made for Eligible Options sold because we do not know

how many Eligible Options will be sold under the Stock Option Liquidity Program, what the exercise prices will be of the Eligible Options sold, or what the Average Closing Price during the Election Period will be. The following table illustrates the Net Payments (before applicable tax withholdings) at different Average Closing Prices if all of the Eligible Options were sold under the Stock Option Liquidity Program.

Information about Comcast, Including Summary Financial Information

      We are a Pennsylvania corporation and were incorporated in December 2001. We have been involved, through our predecessors, in the development, management and operation of broadband cable networks since 1963. On November 18, 2002, we acquired AT&T Corp.‘s broadband business, which we refer to as Broadband. As a result of the Broadband acquisition, we are currently the largest cable operator in the United States.

      We are involved in:

Cable – through the development, management and operation of broadband communications networks, including video, high-speed Internet and phone service, and

Content – through our consolidated programming investments, including our national cable television networks E! Entertainment Television, Style, The Golf Channel, Outdoor Life Network, and G4, and our regional programming-related enterprises Comcast Spectacor, Comcast SportsNet, Comcast SportsNet Mid-Atlantic, Comcast SportsNet Chicago, Cable Sports Southeast, and CN8, as well as other programming investments.

      For a description of our business, financial condition, results of operations and other important information regarding us, see our filings with the SEC incorporated by reference in this Notice. For instructions on how to find copies of these and our other filings incorporated by reference in this Notice, see Section 19.

      We have our principal executive offices at 1500 Market Street, Philadelphia, PA 19102-2148. Our telephone number is (215) 665-1700. We also have a world wide web site at http://www.comcast.com. Copies of the annual, quarterly and current reports we file with the SEC, and any amendments to those reports, are available on our website. The information posted on our web site is not part of this Notice. If you have specific questions regarding the Stock Option Liquidity Program, you may contact the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.).

      Summary Financial Information. Set forth below is a selected summary of our financial information for the years ended December 31, 2003, and December 31, 2002 and for the quarters ended June 30, 2004 and June 30, 2003. The summary financial information for the years ended December 31, 2003 and December 31, 2002 was derived from our audited financial statements included in our Current Report on Form 8-K filed with the Commission on September 21, 2004. The summary financial information for the quarters ended June 30, 2004 and June 30, 2003 was derived from our unaudited financial statements included in our quarterly report in Item 1 on Form 10-Q for the quarter ended June 30, 2004. All of the summary financial information below should be read together with the respective financial statements and related notes included in the above referenced reports. Since the selected summary financial information set forth below is not accompanied by an audit report, it is considered unaudited.

On November 18, 2002, we acquired AT&T Corp.‘s broadband business. Accordingly, the financial statements for the year ended December 31, 2002 include the results of Broadband from the date of the Broadband acquisition.

Interests of Directors and Officers; Transactions and Arrangements

      None of our directors or executive officers is an Eligible Optionee because in order to be an Eligible Optionee, a person must not be an officer or director of Comcast or its subsidiaries as of the date of this Notice.

      Neither we, nor, to the best of our knowledge, any of our officers or directors, nor any affiliates of us or our officers or directors, have engaged in transactions involving Eligible Options during the 60 days prior to this Notice.

      As of June 30, 2004, we had the following number of options outstanding to purchase our Class A Common Stock and our Class A Special Common Stock:

96,989,797 options to purchase our Class A Common Stock;

58,711,523 options to purchase our Class A Special Common Stock.

Accounting Consequences to Comcast of the Program

      Eligible Options that are sold to us under the Stock Option Liquidity Program will be cancelled and new options will be sold by us to JPMorgan to hold until it either exercises the options or the options expire. JPMorgan will not be able to transfer or sell the options it acquires through the Stock Option Liquidity Program to any third party, other than to its affiliates. The primary effect on us of the Stock Option Liquidity Program will be a charge to earnings in an amount equal to the aggregate of all Gross Payments made with respect to all Eligible Options that vested as a result of the option holders’ employment with us, which we expect to be immaterial to our consolidated results of operations.

Legal Matters; Regulatory Approvals

      We are not aware of any pending legal proceedings relating to the Stock Option Liquidity Program, any license or regulatory permit that appears to be material to our business that might be adversely affected by the Stock Option Liquidity Program, or any approval or other action by any government or regulatory authority or agency that is required (but has not been obtained) for participation in the Stock Option Liquidity Program. If a Stock Option Liquidity Program Disruption Event occurs, we may extend the Election Period, delay the performance of the transactions contemplated in the Stock Option Liquidity Program, or terminate the Stock Option Liquidity Program, as described in Sections 9 and 10. We cannot assure you that we would be able to obtain any required approval, take any other required action or make any required filing in connection with the Stock Option Liquidity Program. In addition, our failure to obtain any required approval, take any required action or make any required filing in connection with the Stock Option Liquidity Program might result in harm to our business.

      This offer to purchase Eligible Options is not being made (nor will any options be purchased from or on behalf of) holders in any jurisdiction in which the making of the offer to purchase Eligible Options or the acceptance of the offer to purchase any Eligible Options would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we deem necessary for us to make the offer to purchase Eligible Options in any such jurisdiction and extend the offer to purchase to holders in such jurisdiction.

Material U.S. Federal Income and Other Tax Consequences

      The following is a general summary of the material U.S. federal income tax consequences of the Stock Option Liquidity Program. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances. This summary also does not address the state, local and foreign tax consequences of the Stock Option Liquidity Program. Before deciding whether to sell your Eligible Options under the Stock Option Liquidity Program, we recommend that you consult with your tax advisor to determine the tax consequences of such a decision.

      For Eligible Optionees who are U.S. Citizens or U.S. Residents:

      If you are a U.S. citizen or U.S. resident (any person subject to tax in the U.S. as a resident) and you elect to sell your Eligible Options under the Stock Option Liquidity Program, we believe that you will recognize ordinary income for U.S. federal income tax purposes equal to the Net Payment. The Net Payment will be treated as wages subject to federal income tax withholding and federal employment tax withholding and may also be subject to other withholding taxes, such as state and local taxes. Depending on your personal tax situation, you may owe U.S. federal income taxes on the payments in excess of the amounts withheld. Special rules apply if you are a citizen or resident of Puerto Rico or the U.S. Virgin Islands. Please see below.

      For Eligible Optionees who are not U.S. Citizens or U.S. Residents:

      Individuals who are not U.S. citizens or U.S. residents will generally be subject to the same U.S. tax treatment as U.S. citizens and U.S. residents in respect of Net Payments received on the sale of Eligible Options. Thus, in general, the payment will be treated as wages subject to federal income tax withholding and federal employment tax withholding. The Net Payments may also be subject to other withholding taxes, such as state and local taxes. Depending on your personal tax situation, you may owe U.S. federal income taxes on the payments in excess of the amounts withheld.

      If a Foreign Holder received Eligible Options that are attributable to services performed both within the U.S. and outside the U.S., only the amount of the Net Payment that is attributable to services performed within the U.S. will be subject to U.S. federal income and employment taxes. We will treat the Net Payment as attributable entirely to U.S. services and therefore will withhold taxes against the entire amount of the Net Payment. A Foreign Holder whose Eligible Options are attributable in part to services

performed outside the U.S. may be able to claim a refund of all or part of the tax withheld by filing an income tax return with the Internal Revenue Service.

      Foreign Holders who are resident in a foreign country and can claim the benefits of a tax treaty between the U.S. and the country of residence may be entitled to a reduction or elimination of the U.S. tax with respect to the payment received for Eligible Options. Foreign Holders who are entitled to claim the benefits of a treaty with respect to the payment are required to submit to the paying agent a properly completed Form W-8 BEN in order to claim treaty benefits.

      Foreign Holders may be subject to foreign tax with respect to the Net Payment received for the sale of Eligible Options. Foreign Holders should consult their own tax advisors with respect to the U.S. and foreign tax consequences of participating in the Program, including the possibility of claiming the tax treaty benefits with respect thereto.

      For Eligible Optionees Who are Residents of Puerto Rico:

      If you are a resident of Puerto Rico, you are not subject to U.S. federal income tax on the portion of the Net Payment, if any, that is attributable to services you performed in Puerto Rico. We will treat the Net Payment as attributable entirely to U.S. services and therefore will withhold taxes against the entire amount of the Net Payment. A resident of Puerto Rico whose Eligible Options are attributable in part to services performed in Puerto Rico may be able to claim a refund of all or part of the tax withheld by filing an income tax return with the Internal Revenue Service.

      Residents of Puerto Rico may be subject to Puerto Rico tax with respect to all or a portion of the payment received for the sale of Eligible Options. Foreign Holders should consult their own tax advisors with respect to the U.S. and Puerto Rico tax consequences of participating in the Program, including the possibility of claiming the tax treaty benefits with respect thereto.

      For Eligible Optionees Who are Residents of the U.S. Virgin Islands:

      An individual (including a U.S. citizen) who is a bona fide resident of the U.S. Virgin Islands at the close of the taxable year may be entitled to claim an exemption from withholding of U.S. federal income taxes with respect to the Net Payment. In order to claim the exemption, the individual must furnish to the paying agent, prior to receipt of the payment, a statement in duplicate that he expects to satisfy his income tax obligations under section 28(a) of the Revised Organic Act of the U.S. Virgin Islands with respect to all wages to be paid to him by Comcast during 2004. Even if the exemption is claimed, the payment may be subject to other taxes, including employment taxes, state, local and foreign income taxes.

      Residents of the U.S. Virgin Islands may be subject to U.S. Virgin Islands tax with respect to the payment received for the sale of Eligible Options. Individuals who are residents of the U.S. Virgin Islands should consult their own tax advisors with respect to the U.S. and U.S. Virgin Islands tax consequences of participating in the Program, including the possibility of claiming an exemption from U.S. federal income tax withholding with respect thereto.

      For Eligible Optionees who choose not to participate in the Program:

      We believe that you will not be subject to current U.S. federal income tax if you decided to keep your Eligible Options.

      We recommend that you consult with your own tax advisor to determine the tax consequences of your decision to participate or not participate in the Program.

Fees and Expenses

      We are not paying any solicitation fees or commissions to any broker, dealer or other person to ask our Eligible Optionees holding Eligible Options to sell Eligible Options through this Stock Option Liquidity Program.

      We estimate our expenses in connection with the Stock Option Liquidity Program will total approximately $1,000,000, including expenses related to the registration of the shares of Class A Common Stock and Class A Special Common Stock. Some or all of these Program expenses will be allocated among the Eligible Optionees participating in the Program. The amount of Program expenses allocated to each Eligible Optionee will be equal to $20 plus 1.5% of the Gross Payment. For example, if an Eligible Optionee’s Gross Payment is $1,000, the amount allocated for Program expenses will be $35 or ($20 + (1.5% * $1,000)). In this example, the Net Payment by Comcast to the Eligible Optionee will be $965 (the Gross Payment of $1,000 less $35 of allocated expenses) (prior to any applicable tax withholdings).

      HOLDERS OF ELIGIBLE OPTIONS SHOULD CONSULT THE PRICE AND NET PAYMENT INFORMATION INCLUDED IN THE PAPER ELECTION FORM OR BY USING THE WEB TOOL AT HTTPS://WWW.CORPORATE-ACTION.NET/COMCAST OR BY CALLING THE MELLON CALL CENTER TO OBTAIN THE NET PAYMENTS THAT WOULD BE RECEIVED FOR SUCH ELIGIBLE OPTIONS AT DIFFERENT AVERAGE CLOSING PRICES, BEFORE DECIDING WHETHER OR NOT TO PARTICIPATE IN THE STOCK OPTION LIQUIDITY PROGRAM. HOLDERS OF ELIGIBLE OPTIONS SHOULD ALSO BE AWARE THAT THE GROSS PAYMENT TO BE RECEIVED IN RESPECT OF ELIGIBLE OPTIONS HAVING HIGHER EXERCISE PRICES AND/OR EARLIER EXPIRATION DATES WILL BE SMALLER THAN ELIGIBLE OPTIONS WITH LOWER EXERCISE PRICES AND/OR LATER EXPIRATION DATES AND THAT IN SOME CASES AFTER THE DEDUCTION OF ALLOCABLE PROGRAM EXPENSES THE NET PAYMENT TO A HOLDER OF SUCH ELIGIBLE OPTIONS MAY PROVIDE LITTLE OR NO VALUE TO SUCH HOLDER.

Additional Information

      We have filed a Tender Offer Statement on Schedule TO-I with the SEC on October 8, 2004 with respect to the Stock Option Liquidity Program. This document is part of the Schedule TO-I. This document does not contain all of the information contained in the Schedule TO-I and the exhibits to the Schedule TO-I. You may want to review the Schedule TO-I, including the exhibits, before making a decision about whether to participate in the Program and sell your Eligible Options.

      We recommend that, before making a decision whether to participate in the Stock Option Liquidity Program, you read our annual report for our year ended December 31, 2003, along with any reports we have subsequently filed with the SEC. In particular, we recommend you review our financial statements for our years ended December 31, 2003 and December 31, 2002 that are provided in Item 8 (“Financial Statements and Supplementary Data”) on Form 10-K, filed with the SEC on March 12, 2004 and the Form 8-K, filed with the SEC on September 21, 2004.

      Our Form 10-K and other SEC filings can be found on our web site. The SEC file number for our filings is 000-50093. Our filings with the SEC are available on the SEC’s Internet site at http://www.sec.gov. These filings may also be examined, and copies may be obtained, at the following SEC public reference room:

      You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330.

      Our Class A Common Stock is quoted on Nasdaq under the symbol “CMCSA” and our Class A Special Common Stock is quoted on Nasdaq under the symbol “CMCSK.” Our SEC filings can be read at the following Nasdaq address:

      We will provide without charge to each person to whom we deliver a copy of this Notice, upon their written or oral request, a copy of any or all of the documents to which we have referred in this Section 19, other than exhibits to these documents (unless the exhibits are specifically incorporated by reference into the documents). Requests should be directed by mail to:

You may also contact the Mellon call center at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.). Customer service representatives are available Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time.

      We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the Stock Option Liquidity Program has been consummated:

Comcast’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 12, 2004.

Comcast’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 5, 2004.

Comcast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed with the SEC on July 30, 2004.

Comcast’s Current Report on Form 8-K filed with the SEC on September 21, 2004, which contains audited consolidated financial statements for the year ended December 31, 2003 that supersede the audited consolidated financial statements contained in the Form 10-K.

      We are not incorporating by reference any Form 8-Ks through which we furnish, rather than file, information with the SEC.

      As you read the documents listed in this Section 19, you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents, or between one of these documents and this Notice, you should rely on the statements made in the most recent document.

      The information contained in this Notice about us should be read together with the information contained in the documents to which we have referred you.

This cover letter (with “Questions and Answers” on the reverse side)

The Notice to Eligible Optionees

A personalized Election Form (with the “Election to Participate” on the reverse side)

A personalized Withdrawal Form

Your Personal Identification Number (“PIN”) (located in the upper right hand corner of the enclosed Election Form)

Web:

Use the web site established for the Stock Option Liquidity Program available at https://www.corporate-action.net/comcast.

Mail:

Complete the enclosed Election Form and send it to Mellon Investor Services. Detailed instructions and mailing addresses are included on the Election Form. You must submit the signed Election Form to Mellon; do not return the signed form to Comcast. Please carefully separate the Election Form from this letter before submitting your election.

Telephone:

Contact a customer service representative at Mellon Investor Services by calling (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.). Customer service representatives are available Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time.

Should I participate?

Comcast Corporation is providing eligible participants an opportunity to realize some value for their stock options through the Comcast Corporation Stock Option Liquidity Program (the “Program”). You should consider all of the terms and conditions of your Eligible Options. Additionally, you should take into account your thoughts about the potential future value of the class of Comcast’s common stock underlying your Eligible Options versus the estimated value you could realize through the Program. If you retain your Eligible Options instead of participating in the Program, and the price of the class of Comcast common stock underlying your Eligible Options rises far enough above your exercise price (prior to expiration), you could potentially receive more value from retaining and exercising your options than by participating in the Program. Conversely, if the price of the class of Comcast common stock underlying your Eligible Options does not rise above (or falls below) the exercise price of your Eligible Options before they expire, and you do not participate in the Program, you would not receive any value. Please keep in mind that participation in the Program is completely voluntary. If you choose not to participate, you will retain your current options under their current terms and conditions. None of Comcast, its Board of Directors or JPMorgan makes any recommendation as to whether you should participate.

How much will I receive?

The amount you receive will be determined based on the Average Closing Price of the class of Comcast common stock underlying your Eligible Options during an Averaging Period that will begin shortly after the Election Period ends and will continue for a number of trading days currently expected to be 10 trading days. If you elect to participate, your election will be at a time when you will not know the Net Payment. The actual Net Payment can only be determined after the Averaging Period, when the Average Closing Price is known.

The assumed Average Closing Prices shown on the Election Form and on the web site are hypothetical and are solely for purposes of illustrating possible Net Payments for your Eligible Options. To see your Net Payment at higher, lower and different Average Closing Prices than those shown on the Election Form, please refer to the Program web site or contact the Mellon call center. The actual Average Closing Price of either class of Comcast common stock may be different than that illustrated.

When will I get my check?

Your check for your Net Payment, further reduced by appropriate tax withholdings, along with an IRS Form W-2, will be mailed approximately four business days after the Averaging Period. The Election Period begins on October 8, 2004 and is scheduled to end on November 9, 2004. The Averaging Period is currently scheduled to end on December 1, 2004.

Who can I call if I have questions?

For additional information or assistance, you should contact the Mellon call center. Customer service representatives are available Monday through Friday from 8:00 a.m. to 6:00 p.m. New York City/Eastern Time at (866) 485-7381 (if calling from within the U.S.) or (201) 329-8662 (if calling from outside the U.S.).

The period during which you may elect to participate, or withdraw a previous election, will end on November 9, 2004 unless the Election Period is formally extended by Comcast through a public announcement, as described in the Notice. The Election Deadline will be strictly enforced.

You may withdraw a previous election to participate in the Program anytime until the Election Deadline. You may withdraw by:

If you choose to withdraw a previous election to participate, your withdrawal must be RECEIVED by Mellon by 6:00 p.m. New York City/Eastern Time on November 9, 2004.

Comcast Corporation Class A Common Stock is listed on the Nasdaq Stock Market under the symbol “CMCSA” and Comcast Corporation Class A Special Common Stock is listed on the Nasdaq Stock Market under the symbol “CMCSK.” Closing prices can be found on the Internet and in most newspapers under the company name. You can find additional information about Comcast stock by accessing the Comcast Investor Relations website at www.cmcsa.com or www.cmcsk.com.

To help cover the cost of providing the Program, you will be charged a processing fee of $20.00 plus 1.5% of the Gross Payment for the Eligible Options you sell to Comcast. You will receive a check for the Net Payment (the Gross Payment net of Program expenses), further reduced by appropriate tax withholdings.

THANK YOU, WHAT WOULD BE A GOOD TIME FOR ME TO CALL BACK?
RECORD TIME

CONTINUE BELOW

IF NO: (NAME OF OPTIONEE), PLEASE NOTE THE PROGRAM FORMS WERE MAILED ON OCTOBER 8, 2004, IF YOU DO NOT RECEIVE THEM WITHIN 3 TO 5 BUSINESS DAYS PLEASE CONTACT US AT 1-866-485-7381. FOR YOUR REFERENCE, I WOULD LIKE TO INFORM YOU THAT THE ELECTION DEADLINE IS TUESDAY, NOVEMBER 9, 2004 AT 6:00 PM NEW YORK CITY/EASTERN TIME. ONCE YOU RECEIVE THE MATERIALS, IF YOU HAVE ANY QUESTIONS REGARDING THE PROGRAM, PLEASE CALL 1-866-485-7381, MONDAY THROUGH FRIDAY BETWEEN 8:00 AM AND 6:00 PM NEW YORK CITY/EASTERN TIME AND SOMEONE ON OUR TEAM WILL BE HAPPY TO ASSIST YOU.

IF YES: (NAME OF OPTIONEE), DO YOU HAVE ANY QUESTIONS REGARDING THE PROGRAM?

IF NO: OK (NAME OF OPTIONEE), IF ANY QUESTIONS COME UP REGARDING THIS PROGRAM, FEEL FREE TO CALL 1-866-485-7381 MONDAY THRU FRIDAY BETWEEN 8:00 AM AND 6:00 PM NEW YORK CITY/EASTERN TIME AND SOMEONE ON OUR TEAM WILL BE HAPPY TO ASSIST YOU. FOR YOUR REFERENCE, I WOULD LIKE TO INFORM YOU THAT THE ELECTION DEADLINE IS TUESDAY, NOVEMBER 9, 2004 AT 6:00 PM NEW YORK CITY/EASTERN TIME.

THANK YOU FOR YOUR TIME AND HAVE A GOOD ____________.

IF YES: (NAME OF OPTIONEE), WOULD YOU LIKE ME TO TAKE YOUR ELECTION OVER THE PHONE NOW?

IF YES: [AGENT WILL THEN FOLLOW THE INSTRUCTIONS PROVIDED IN THE TRAINING MATERIALS.]

IF NO: PLEASE KEEP IN MIND THAT IF YOU CHOOSE TO SELL YOUR OPTIONS TO COMCAST UNDER THIS PROGRAM, WE MUST RECEIVE YOUR REQUEST BEFORE THE DEADLINE, WHICH IS AT 6 PM NEW YORK CITY/EASTERN TIME ON TUESDAY NOVEMBER 9, 2004 IN ORDER FOR YOUR ELECTION TO BE VALID. IF YOU HAVE ANY QUESTIONS REGARDING THE PROGRAM, PLEASE CALL 1-866-485-7381, MONDAY THROUGH FRIDAY BETWEEN 8:00 AM AND 6:00 PM NEW YORK CITY/EASTERN TIME AND SOMEONE ON OUR TEAM WILL BE HAPPY TO ASSIST YOU.

THANK YOU FOR YOUR TIME AND HAVE A GOOD ____________ .

     (a) Registration Statement and Prospectus. When filed with the Commission, and at the time it is declared effective by the Commission, the Registration Statement, as amended or supplemented, will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus as of the date of the Prospectus, as amended or supplemented, as of the date of any such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the JPMorgan Parties furnished to the Company in writing by J.P. Morgan Securities Inc. expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

     (b) Incorporated Documents. The documents incorporated by reference in the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act and none of such documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (c) Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the schedules supporting such financial statements included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby.

     (d) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, (i) there has not been any change in the capital stock or consolidated long-term debt of the Company, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority which loss or interference would reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”), except in each case as otherwise disclosed in the Registration Statement and the Prospectus.

     (e) Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to

conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect.

     (f) Capitalization. All the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options granted or issued by the Company to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company that are owned directly or indirectly by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

     (g) Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and the Program Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

     (h) This Agreement. Each of this Agreement and the Program Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, except as may be limited by applicable bankruptcy, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles, and except as rights of indemnity or contribution may be limited by applicable law.

     (i) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority,

except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

     (j) No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents and the consummation by the Company of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject except for such breaches, violations, defaults, liens, charges or encumbrances which would not reasonably be expected to have a Material Adverse Effect or result in liability to the JPMorgan Parties, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority except for such violations which would not reasonably be expected to have a Material Adverse Effect and except to the extent described in the No-Action Letters.

     (k) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required to be obtained by the Company for the execution, delivery and performance by the Company of each of the Transaction Documents, the Sales or the consummation by the Company of the transactions contemplated by the Transaction Documents, except for those already obtained, except for those that would not reasonably be expected to materially and adversely affect or delay the Transactions, and except for the filing of the Statement, the registration of the Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the Sales by the JPMorgan Parties.

     (l) Legal Proceedings. Except as described in the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; to the knowledge of the Company no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Prospectus that are not so described and (ii) there are no statutes,

regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement or the Prospectus that are not so filed or described.

     (m) Independent Accountants. Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries are independent public accountants with respect to the Company and its subsidiaries as required by the Securities Act.

     (n) Investment Company Act. The Company is not and, after giving effect to the transactions contemplated by the Transaction Documents, will not be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”).

     (o) Accounting Controls. The Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (p) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than with a JPMorgan Party) that would give rise to a valid claim against the Company or any of its subsidiaries or any JPMorgan Party for a brokerage commission, finder’s fee or like payment in connection with the Sales.

     (q) No Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the Sales.

     (r) No Stabilization. Except as otherwise disclosed in the Registration Statement or Prospectus or as contemplated by this Agreement and the Program Agreement or as permitted by Regulation M under the Exchange Act in light of the transactions described in the Prospectus or otherwise not in violation of the Exchange Act, the Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Common Stock.

     (s) Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus.

     (t) Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses except where such failure would not have a Material Adverse Effect and the conduct of their respective businesses will not conflict in any material respect with any such rights of others except where such conflict would not have a Material Adverse Effect, and the Company and its subsidiaries have not received any notice of any claim of infringement or conflict with any such rights of others except where such claim of infringement or conflict would not reasonably be expected to have a Material Adverse Effect.

     (v) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described.

     (w) Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Prospectus, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course except, in each case, where such modification or revocation would not reasonably be expected to have a Material Adverse Effect.

     (a) Prospectus Delivery Period. J.P. Morgan Securities Inc. shall (1) provide the Company, in writing (which for the avoidance of doubt includes transmission by electronic mail) on a weekly basis, a reasonable estimate of (A) the number of shares of Class A Common Stock and Class A Special Common Stock it has sold as part of the Sales contemplated under this Agreement and (B) the number of shares of Class A Common Stock and Class A Special Common Stock it has sold to establish the initial “delta” hedge of JPMorgan Chase Bank and (2) within one (1) Business Day after the settlement of the Final Sale, notify the Company of the completion of Sales covering the

Securities issuable upon exercise of the options purchased by JPMorgan Chase Bank or its affiliates under the Program Agreement.

     (b) No Stabilization. Except as otherwise disclosed in the Registration Statement or Prospectus or as contemplated by this Agreement and the Program Agreement or as permitted by Regulation M under the Exchange Act in light of the transactions described in the Prospectus or otherwise not in violation of the Exchange Act, the JPMorgan Parties have not taken, and will not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Class A Common Stock or the Class A Special Common Stock.

     (c) Selling Restrictions. The number of shares of Class A Common Stock and Class A Special Common Stock sold pursuant to the Registration Statement shall not exceed the greater of (x) the number of shares of Class A Common Stock and Class A Special Common Stock, as the case may be, underlying the JPMorgan Options and (y) the sum of (1) the number of shares of Class A Common Stock and Class A Special Common Stock, as the case may be, sold pursuant to the Registration Statement prior to the beginning of the Averaging Period (as defined in the Program) and (2) the number of shares of Class A Common Stock and Class A Special Common Stock, as the case may be, sold by the JPMorgan Parties in order to hedge their exposure to the ownership of the JPMorgan Options.

     (d) Sales Timing. The JPMorgan Parties shall use commercially reasonable efforts to complete all Sales on or prior to the later of (x) the twenty-second (22nd) Clear Available Trading Day immediately following the day on which the Registration Statement is declared effective (excluding any Clear Available Trading Days that occur during the Averaging Period) and (y) December 17, 2004.

     (a) Registration Statement Effectiveness; Filing of Prospectus. The Company will have the Registration Statement declared effective by the Commission no later than the beginning of the Averaging Period. The Company will file the Prospectus within the time periods specified by Rule 424(b) under the Securities Act and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until J.P. Morgan Securities Inc. has completed Sales covering the Securities issuable upon the exercise of the options purchased by JPMorgan Chase Bank or its affiliates under the Program Agreement.

     (b) Delivery of Copies. The Company will deliver to J.P. Morgan Securities Inc., without charge (i) a copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) as many copies of the Prospectus (including all amendments and supplements thereto) as J.P. Morgan Securities Inc. may reasonably request, until J.P. Morgan Securities Inc.

has completed Sales covering the Securities issuable upon the exercise of the options purchased by JPMorgan Chase Bank or its affiliates under the Program Agreement.

     (c) Amendments or Supplements. Before filing any amendment or supplement to the Registration Statement or the Prospectus, whether before or after the time that the Registration Statement becomes effective, the Company will furnish to the JPMorgan Parties and counsel for the JPMorgan Parties a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the JPMorgan Parties reasonably object.

     (d) Notice to the JPMorgan Parties. The Company will advise the JPMorgan Parties, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any amendment to the Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or the initiation or threatening of any proceeding for that purpose; (vi) of the occurrence of any event before the Final Sale has been settled as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

     (e) Ongoing Compliance of the Prospectus. If before the Final Sale has been settled (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the JPMorgan Parties thereof and forthwith prepare and, subject to paragraph (c) above, as promptly as practicable (but in no event later than two Business Days during the Averaging Period) following the date such event occurs or the first date such condition exists, as applicable, file with the Commission and furnish to the JPMorgan Parties, such amendments or supplements to the Prospectus as may be necessary so that the statements in the

Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

     (f) Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as J.P. Morgan Securities Inc. shall reasonably request and will continue such qualifications in effect until the Sales have been completed; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

     (g) Earning Statement. The Company will make generally available to its security holders and the JPMorgan Parties as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

     (h) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Class A Common Stock or the Class A Special Common Stock.

     (i) Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (ii) the fees and expenses of the Company’s counsel and independent accountants; (iii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the JPMorgan Parties may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the JPMorgan Parties not to exceed $5,000); (v) the cost of preparing stock certificates; and (vi) the costs and charges of any transfer agent and any registrar.

     (a) As promptly as practicable, but in no event later than the Business Day following any date on which the Company issues its earnings release, the Company shall file a Current Report on Form 8-K under the Exchange Act relating to the results of

operations announced in such earnings release. On the date the Registration Statement is declared effective, the date of the first Sale and any other date on which the Registration Statement or Prospectus is amended or supplemented or deemed to be amended or supplemented (each, an “Amendment Date”), the Company agrees to cause Deloitte & Touche LLP to deliver to the JPMorgan Parties a letter, dated such date, in form and substance reasonably satisfactory to the JPMorgan Parties, containing statements and information of the type customarily included in accountants “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus; provided that the letter delivered on each such date shall use a “cut-off” date no more than three Business Days prior to such date; provided further that in the case of any Amendment Date resulting from the issuance of an earnings release, such comfort letter shall be delivered no later than the second Business Day following the date of the release. Notwithstanding the foregoing, no such letter need be delivered on any Amendment Date unless on such Amendment Date the Registration Statement or Prospectus is amended or supplemented, or deemed amended or supplemented, to include new or revised financial information.

     (b) On the date the Registration Statement is declared effective, the Company shall cause to be delivered to the JPMorgan Parties an opinion of Pepper Hamilton LLP, outside counsel to the Company, in form and substance reasonably satisfactory to the JPMorgan Parties, to the effect set forth in Annex A; and on each Amendment Date, the Company shall cause to be delivered to the JPMorgan Parties an opinion of Pepper Hamilton LLP, outside counsel to the Company, dated the date of such Amendment Date, in form and substance reasonably satisfactory to the JPMorgan Parties, to the effect set forth in Annex B.

     (c) On the date the Registration Statement is declared effective, the Company shall cause to be delivered to the JPMorgan Parties an opinion of Arthur R. Block, Senior Vice President of the Company, in form and substance reasonably satisfactory to the JPMorgan Parties, to the effect set forth in Annex C; and on each Amendment Date the Company shall cause to be delivered to the JPMorgan Parties an opinion of Arthur R. Block, Senior Vice President of the Company, dated the date of such Amendment Date, in form and substance reasonably satisfactory to the JPMorgan Parties, to the effect set forth in Annex D.

     (d) Upon reasonable request by any JPMorgan Party on any Trading Day during the Averaging Period, Pepper Hamilton LLP, outside counsel to the Company, and Arthur R. Block, Senior Vice President of the Company shall provide a bring-down letter in the form of Annex E as promptly as reasonably practicable.

     (e) On the date the Registration Statement is declared effective, the date of the first Sale and each Amendment Date the Company shall furnish the JPMorgan Parties a certificate, dated such date, of any two of the following officers of the Company: the Chief Financial Officer, the Vice President and Corporate Controller, the Vice President-Finance, the Vice President and Treasurer or any Senior Vice President, in which such

officers shall state, to the best of their knowledge after reasonable investigation, that: the representations and warranties of the Company in this Agreement are true and correct as of and as if made on such date; the Company has complied in all material respects with all agreements on its part to be performed hereunder at or prior to such date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; and, subsequent to the date of the most recent financial statements in the Prospectus, there has been no Material Adverse Change, or any development involving a prospective Material Adverse Change.

     (f) The Company agrees to cause the chief financial officer or chief accounting officer, or, with the agreement of the JPMorgan Parties, his designee and either the general counsel or a senior counsel of the Company (and if reasonably requested by the JPMorgan Parties, outside counsel to the Company) to participate in bi-weekly telephonic due diligence sessions with representatives of the JPMorgan Parties and their counsel during the Prospectus Delivery Period. Such telephonic due diligence sessions shall be arranged by the JPMorgan Parties at such times, after market close in New York City, that are mutually convenient to the parties to this Agreement.

     (g) The Company shall furnish to the JPMorgan Parties on the date the Registration Statement is declared effective, satisfactory evidence of the corporate existence and, good standing of the Company and its Significant Subsidiaries in their respective jurisdictions of organization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

     (h) On the date the Registration Statement is declared effective, the date of the first Sale and each Amendment Date, the Company shall furnish to the JPMorgan Parties such further certificates and documents as the JPMorgan Parties may reasonably request.

     All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the JPMorgan Parties.

     (a) Indemnification of the JPMorgan Parties. The Company agrees to indemnify and hold harmless each JPMorgan Party, its affiliates, directors and officers and each person, if any, who controls such JPMorgan Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any preliminary prospectus or caused by any omission or alleged omission (1) contained in a

Prospectus that was sent or given by or on behalf of such JPMorgan Party in connection with a sale occurring subsequent to the date on which the JPMorgan Parties have received written notice pursuant to Section 5(d)((iv), (v), (vi) or (vii) or Section 5(e) and prior to the JPMorgan Parties having received notice that the event or condition described in such previous notice has been remedied or (2) to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any JPMorgan Party furnished to the Company in writing by such JPMorgan Party expressly for use therein, it being understood and agreed that the only such information furnished by any JPMorgan Party consists of the information described as such in subsection (b) below.

     (b) Indemnification of the Company. Each JPMorgan Party agrees, severally and not jointly, to indemnify and hold harmless the Company, its affiliates, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such JPMorgan Party furnished to the Company in writing by such JPMorgan Party expressly for use in the Registration Statement and the Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any JPMorgan Party consists of the following information in the Prospectus furnished on behalf of each JPMorgan Party: (i) the JPMorgan name at the bottom of the cover page of the Prospectus and (ii) the second, third and fourth paragraphs and the second sentence of the seventh paragraph under the caption “Plan of Distribution” in the Prospectus.

     (c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such

proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any JPMorgan Party, its affiliates, directors and officers and any control persons of such JPMorgan Party shall be designated in writing by J.P. Morgan Securities Inc., any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

     (d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the JPMorgan Parties on the other from the Sales or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the JPMorgan Parties on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant

equitable considerations. The relative benefits received by the Company on the one hand and the JPMorgan Parties on the other shall be deemed to be in the same respective proportions as (a) an amount equal to (i) the aggregate sale price of the Securities sold by the JPMorgan Parties, minus (ii) the value of the JPMorgan Options (determined as of the Closing Date), plus (iii) the Aggregate Cash Payment and (b) an amount equal to (i) the value of the JPMorgan Options (determined as of the Closing Date), minus (ii) the Aggregate Cash Payment, bear to the aggregate sale price of the Securities sold by the JPMorgan Parties. The relative fault of the Company on the one hand and the JPMorgan Parties on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the JPMorgan Parties and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e) Limitation on Liability. The Company and the JPMorgan Parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the JPMorgan Parties were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall a JPMorgan Party be required to contribute any amount in excess of the amount by which the value of the JPMorgan Options (determined as of the Closing Date) less the Aggregate Cash Payment exceeds the amount of any damages that such JPMorgan Party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The JPMorgan Parties’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

     (f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

The Registration Statement was declared effective under the Securities Act as of the date and time specified in such opinion; the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or, to the best knowledge of such counsel, threatened by the Commission.

The Registration Statement and the Prospectus (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act.

The Company has been duly organized and is validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect.

The Company has full right, power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

The Registration Agreement has been duly authorized, executed and delivered by the Company.

The Program Agreement constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its

terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.

No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required to be obtained by the Company for the execution, delivery and performance by the Company of each of the Transaction Documents and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except as have already been obtained and except for the registration of the Securities under the Securities Act, the filing of the Statement on Schedule TO pursuant to Rule 13e-4 promulgated by the Commission under the Exchange Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the JPMorgan Parties or that would not be expected to materially and adversely affect or delay the Option Liquidity Program.

The Company is not and, after giving effect to the transaction contemplated by the Transaction Documents, will not be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act.

[If applicable] The statements in the Prospectus incorporated by reference from the Company’s Current Report on Form 8-K dated , to the extent that they constitute summaries of the terms of the Company’s capital stock, matters of law or regulation or legal conclusions, fairly summarize the matters described therein in all material respects.^*

The documents incorporated by reference in the Prospectus (other than the financial statements and related schedules therein and statistical data derived from such financial statements, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder.

The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect.

All the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company that are owned directly or indirectly by the Company have been duly and validly authorized and issued, are fully paid and non-assessable.

To the knowledge of such counsel, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject which are required to be disclosed in the Registration Statement or Prospectus or in any of the documents incorporated by reference therein, that are not so disclosed as required; and to the knowledge of such counsel, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others.

The descriptions in the Prospectus of statutes, legal, governmental and regulatory proceedings and contracts and other documents (including

without limitation the Transaction Documents) are accurate in all material respects; the statements in the Prospectus under the heading “Description of Common Stock”, in the Prospectus incorporated by reference from Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and in the Registration Statement in item 15, to the extent that they constitute summaries of the terms of the Company’s capital stock, matters of law or regulation or legal conclusions, fairly summarize the matters described therein in all material respects.

The execution, delivery and performance by the Company of each of the Transaction Documents and compliance by the Company with the terms of, and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject and of which I have knowledge, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any United States or Pennsylvania law or statute or any judgment, order or regulation of any court or arbitrator or governmental or regulatory authority except to the extent described in the No-Action Letters and except, in the case of clauses (i) and (iii) above and clause (ii) above to the extent it relates to subsidiaries, for such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

[If applicable] The statements in the Prospectus incorporated by reference from the Company’s Current Report on Form 8-K dated ________________, to the extent that they constitute summaries of the terms of the Company’s capital stock, matters of law or regulation or legal conclusions, fairly summarize the matters described therein in all material respects.

Dividends. For each Tranche, if at any time after the Trade Date an ex-dividend date for a dividend with respect to the Shares for such Tranche other than a Share Dividend (any such dividend, a “Triggering Dividend”) occurs (regardless of when such dividend is paid), then the Strike Price for such Tranche shall be adjusted as of such ex-dividend date (the “Adjustment Date”) by an amount determined by the Calculation Agent so that the Pre-Dividend Valuation of such Tranche equals the Post-Dividend Valuation of such Tranche. Any adjustment pursuant to this paragraph 5(a) shall be rounded to four decimal places.

Pre-Dividend Valuation” of any Tranche means the fair value, as determined by the Calculation Agent using the Black-Scholes pricing methodology, of such Tranche based on the “Pre-Dividend Inputs” set forth below.

Post-Dividend Valuation” of any Tranche means the fair value, as determined by the Calculation Agent using the Black-Scholes pricing methodology, of such Tranche based on the “Post-Dividend Inputs” set forth below.

"Trading Day" means a Scheduled Trading Day that is not a Disrupted Day.

Pre-Dividend Inputs